BEAL FINANCIAL CORP
8-K, 1999-02-02
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE>
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                            FORM 8-K


                         CURRENT REPORT



             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): January 29,
1999




                      BEAL FINANCIAL CORPORATION
- -----------------------------------------------------------------
     (Exact name of Registrant as specified in its Charter)



    Texas                   33-93212                75-2583551
- -----------------------------------------------------------------
(State or other        (Commission File Number)     (IRS Employer
 jurisdiction of                                   Identification
 incorporation)                                         Number)


Suite 300, LB66, 15770 North Dallas Parkway               75248 
- -----------------------------------------------------------------
    (Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code:  (972)
404-4000

                               N/A
- -----------------------------------------------------------------
  (Former name or former address, if changed since last report)


<PAGE>

Item 5.     Other Events
- -------     ------------

     On January 20, 1999, Beal Financial Corporation (the
"Company") 
made a term loan to its primary shareholder, Mr. D. Andrew Beal
(the
"Borrower"), in the amount of $60,000,000 (the "Loan").  The Loan
is
secured by a first priority security interest in the Borrower's
stock
or other ownership interests (including all products and proceeds 
thereof) in the Company and other companies which are not
affiliated
with the Company.  Accrued interest is paid quarterly on the Loan
at
a fixed-rate of 10.5% per annum, and the Loan matures on December
30,
2001.

     Pursuant to the Indenture relating to the Company's 12 %
Senior 
Notes due August 15, 2000 (the "Senior Notes"), the Company has 
delivered to the Indenture Trustee an Officer's Certificate
certifying 
that the Loan: (1) is on terms that in good faith would be
offered in 
an arm's length transaction to a person that is not an affiliate
of the
Company; (2) was approved by a majority of the disinterested
board of
directors, and (3) is fair to the Company from a financial point
of 
view based upon an opinion by a certified expert with experience
in 
appraising transactions of a type similar to the Loan.  Prior to
the 
closing of the Loan, the independent Board of Directors of the
Company
approved the Loan based upon, among other things, a fairness
opinion 
from Valuation Research Corporation stating that (1) the Loan is
on 
terms that are no less favorable to the Company than would be 
available in a comparable transaction in an arm's length dealing
with 
a person that is not an affiliate of the Company or in good faith
would 
be offered to a person that is not an affiliate of the Company;
(2) 
after the Loan is made, the Company remains solvent under
applicable 
state and Federal law; and (3) the Loan is fair to the Company
and 
the holders of the Senior Notes from a financial point of view.


<PAGE>

                           SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act
of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                   BEAL FINANCIAL CORPORATION



Date:   January 29, 1999          By: /s/M. Molly Curl    
      -------------------             --------------------------
                                      M. Molly Curl
                                      Chairman/CEO





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