SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
JWGENESIS FINANCIAL CORP.
-------------------------
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
---------------------------------------
(Title of Class of Securities)
482227 10 5
--------------
(CUSIP Number)
JUNE 12, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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 the disclosures provided
in a prior cover page.
The information required in 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 (the "Exchange Act") or
otherwise subject to the liabilities of that section of the Exchange
Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
<PAGE>
CUSIP No. 482227 10 5 13G Page 2 of 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MARSHALL T. LEEDS
==================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE
(a) / /
(b) / /
==================================================================
3 SEC USE ONLY
==================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
==================================================================
| 5 SOLE VOTING POWER
|
| 618,906 <F1>
|
NUMBER OF | 6 SHARED VOTING POWER
SHARES |
BENEFICIALLY | NOT APPLICABLE
OWNED BY |
EACH | 7 SOLE DISPOSITIVE POWER
REPORTING |
PERSON | 618,906 <F1>
WITH |
| 8 SHARED DISPOSITIVE POWER
|
| NOT APPLICABLE
==================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
618,906 <F1>
==================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
NOT APPLICABLE / /
==================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2%
==================================================================
12 TYPE OF REPORTING PERSON
IN
==================================================================
[FN]
<F1> Includes 75,000 shares subject to presently exercisable
options.
</FN>
<PAGE>
Page 3 of 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Item 1(a) NAME OF ISSUER:
JWGenesis Financial Corp.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
980 North Federal Highway, Suite 210
Boca Raton, Florida 33432
Item 2(a) NAME OF PERSON FILING:
Marshall T. Leeds
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
c/o 980 North Federal Highway, Suite 210
Boca Raton, Florida 33432
Item 2(c) CITIZENSHIP:
United States of America
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 Par Value Per Share
Item 2(e) CUSIP NUMBER:
482227 10 5
<PAGE>
Page 4 of 5
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-
1(b), OR 13D-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
(a) / / Broker or dealer registered under Section 15 of
the Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19)
of the Exchange Act.
(d) / / Investment company registered under Section 8 of
the Investment Company Act.
(e) / / An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. /x/
Item 4(a) AMOUNT BENEFICIALLY OWNED:
618,906 <F1>
Item 4(b) PERCENT OF CLASS:
11.2%
Item 4(c) NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS:
(i) Sole power to vote or to direct the vote: 618,906 <F1>
(ii) Shared power to vote or to direct the vote: - 0 -
(iii) Sole power to dispose or to direct the
disposition of: 618,906 <F1>
(iv) Shared power to dispose or to direct the
disposition of: - 0 -
<PAGE>
Page 5 of 5
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not Applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 CERTIFICATION:
(b) The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
[FN]
<F1> Includes 75,000 shares subject to presently exercisable
options.
</FN>
<PAGE>
Page 7 of 5
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.
-------------------------
Date
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Marshall T. Leeds
