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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Matrix Capital Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock, par value $.0001 per share
_________________________________________________________________
(Title of Class of Securities)
576819106
_________________________________________________________________
(CUSIP Number)
John M. Stein
507 Carew Tower
441 Vine Street
Cincinnati, Ohio 45202
(513) 241-6166
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 1997
_________________________________________________________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box ___.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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CUSIP No. 576819106 13D 2 of 6 pages
_________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Financial Stocks, Inc.
85-0366665
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ___
(b) X
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds (See Instructions)
WC
_________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ___
_________________________________________________________________
6) Citizenship or Place of Organization
Ohio
_______________________________________________________________
| | |
| NUMBER OF SHARES | 7) Sole Voting Power 349,545 |
| BENEFICIALLY OWNED |_________________________________________|
| BY EACH REPORTING | 8) Shared Voting Power 19,055 |
| PERSON WITH |_________________________________________|
| | 9) Sole Dispositive Power 349,545 |
| |_________________________________________|
| | 10) Shared Dispositive Power 19,055 |
|_______________________________________________________________|
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
369,900
_________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ___
_________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
5.5%
_________________________________________________________________
14) Type of Reporting Person (See Instructions)
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Item 1. Security and Issuer
___________________
This statement relates to the Common Stock, par value
$.0001 per share ("Common Stock"), of Matrix Capital Corporation
(the "Issuer"). The name and address of the principal executive
offices of the Issuer are as follows:
Matrix Capital Corporation
1380 Lawrence Street, Suite 1410
Denver, Colorado 80204
Item 2. Identity and Background
_______________________
The person filing this statement is Financial Stocks,
Inc., an Ohio corporation ("FSI"). FSI's business address is 507
Carew Tower, 441 Vine Street, Cincinnati, Ohio 45202.
The executive officers and directors of FSI and their
principal occupations are set forth below.
Name Title Principal Occupation
____ _____ ____________________
Steven N. Stein Director, Chairman, President of Belvedere
Chief Executive Corporation, a real
Officer and estate development and
Secretary management company
John M. Stein Director, President and Portfolio
President, Chief Manager of FSI
Operating Officer,
Treasurer and
Portfolio Manager
Alexander D. Warm Director Vice Chairman of
Belvedere Corporation,
Chairman of Warm Bros.
Construction Company
Stanley L. Vigran Director Private investor
All of such persons are citizens of the United States. The
address of all such persons is c/o FSI at the address set forth
above. During the last five years none of such persons has been
convicted in a criminal proceeding or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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FSI is a registered investment advisor and acts as
general partner of Financial Stocks Limited Partnership ("FSLP")
and as an investment advisor for Rising Stars Offshore Fund L.P.
("Rising Stars").
Item 3. Source and Amount of Funds or Other Consideration.
_________________________________________________
The source of funds used by FSI to purchase Common
Stock for FSLP and Rising Stars is their respective working
capital.
Item 4. Purpose of Transaction.
______________________
The purpose of the acquisition of the Common Stock is
investment. FSI may acquire additional shares of Common Stock or
dispose of shares if it deems such transaction to be financially
advantageous. FSI also reserves the right to change such intent
if circumstances change. FSI currently has no plan or proposal
which relates to or would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of
securities of the Issuer;
(b) An extraordinary corporate transaction, such as
a merger, reorganization or liquidation,
involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Issuer or any of its
subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans
or proposals to change the number or term of
directors or to fill any existing vacancies on
the board;
(e) Any material change in the present
capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's
business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other
actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to
be delisted from a national securities exchange
or to cease to be authorized to be quoted in an
interdealer quotation system of a registered
national securities association;
(i) Causing a class of equity securities of the
Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of
the Act; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
____________________________________
The following table sets forth information with
respect to the shares of Common Stock of which FSI has or shares
beneficial ownership:
Percent of
Record Owner Number of Shares Outstanding
____________ ________________ ___________
FSLP 349,545 (1) 5.2
Rising Stars 19,055 (2) .3
(1) As general partner of FSLP, FSI has sole voting power and
dispositive power with respect to these shares.
(2) As an investment advisor to Rising Stars, FSI shares voting
power and dispositive power with respect to these shares.
The following table sets forth information with
respect to all transactions with respect to the Common Stock in
which FSI has engaged in the last 60 days.
Date Shares Purchased Price Per Share
____ ________________ _______________
For FSLP For Rising Sun
________ ______________
9/8/97 2,945 155 $14.875
9/9/97 6,175 325 15.50
9/23/97 12,350 650 16.1969
9/25/97 4,275 225 16.375
9/26/97 4,750 250 16.4375
9/30/97 95,000 5,000 16.375
10/8/97 41,800 2,200 15.50
All of such shares of Common Stock were acquired in open market
transactions.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer.
__________________________________________________
None
Item 7. Material to be Filed as Exhibits.
________________________________
None
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
FINANCIAL STOCKS, INC.
October 10, 1997 By: /s/ Steven N. Stein
________________ Steven N. Stein, Chairman
Date and Chief Executive Officer
