SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO
13d-1(a) and AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(A)
(Amendment No. 1)
JW CHARLES FINANCIAL SERVICES, INC.
(Name of Issuer)
COMMON STOCK $.001 PAR VALUE
(Title of Class of Securities)
220022-10-7
--------------
(CUSIP Number)
JOEL E. MARKS
C/O JW CHARLES FINANCIAL SERVICES, INC.
980 NORTH FEDERAL HIGHWAY
SUITE 310
BOCA RATON, FL 33432
800-226-2660
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Not applicable
-------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement of 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.
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Page 1 of 4
SCHEDULE 13D
CUSIP NO. 0220022-10-7
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Joel E. Marks
_________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS*
N/A
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
_________________________________________________________________
6. CITIZENSHIP
Unites States of America
________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES 220,184 (including 26,251 shares
BENEFICIALLY subject to presently exercisable
OWNED BY stock options
EACH -------------------------------------
REPORTING
PERSON WITH 8. SHARED VOTING POWER
73,750
---------------------------
9. SOLE DISPOSITIVE POWER
220,184 (including 26,251 shares
subject to presently exercisable
stock options
---------------------------
10. SHARED DISPOSITIVE POWER
73,750
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,934 shares
____________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES / /
____________________________________________________________
<PAGE>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
____________________________________________________________
14. TYPE OF REPORTING PERSON
IN
____________________________________________________________
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Page 2 of 4
ITEM 1. SECURITY AND ISSUER.
This Amendment to Schedule 13D is filed by Joel E. Marks
with respect to his ownership of shares of common stock
$.001 par value of JW Charles Financial Services, Inc.
(the "Issuer"). The Issuer's principal executive offices
are located at 980 North Federal Highway, Suite 310, Boca Raton,
Florida 33432.
ITEM 2. IDENTITY AND BACKGROUND.
Joel E. Marks
c/o JW Charles Financial Services, Inc.
11117 Perimeter Center West
Suite 500 E
Atlanta, Georgia 30338
Mr. Marks is a citizen of the United States and is Vice Chairman
and Chief Financial Officer of the Issuer.
During the last five years, Mr. Marks has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors), and he was not a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of (or
prohibiting or mandating activities subject to) federal or state
securities laws of finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable to the transaction reported on herein.<PAGE>
Page 3 of 4
ITEM 4. PURPOSE OF THE TRANSACTION.
No purchase or disposition of the Issuer's Common Stock
is reported on herein. This Amendment is filed to update
Mr. Marks' earlier Schedule 13D filing. Mr. Marks has no
plan or proposal that would result in any of the matters
referenced in subparts (a) through (j) of this Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Marks directly owns 100,184 shares (including 26,251
shares pursuant to presently exercisable stock options),
approximately 2.7% of the Issuer's outstanding common stock.
In addition, Mr. Marks, as the custodian for his minor
children, owns 120,000 shares, or approximately 3.2% of the
Issuer's common stock. Mr. Marks' wife is the owner of 73,750
shares, or approximately 2.0% of the Issuer's outstanding
common stock. Mr. Marks may be deemed to be the beneficial
owner of the shares owned by his wife. He disclaims any such
beneficial ownership.
(b) Mr. Marks has sole power to vote and dispose of 100,184 shares
owned directly by him (assuming the exercise of presently
exercisable options for 26,251 shares) and 120,000 shares
owned by him as custodian for his minor children. He may be
deemed to have shared voting and dispositive power with respect
to 73,750 shares owned by his wife.
(c) None.
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
From December 1992 until June 11, 1996, Gilman CMG, Inc. or its
affiliates (collectively "GCMG") had owned approximately 49% of the
Issuer's outstanding common stock, and the Issuer had borrowed an
aggregate of $5 million from GCMG in a series of transactions. On
May 15, 1995, as a part of the Issuer's repurchase over time of its
common stock owned by GCMG, the Issuer and GCMG entered into a Loan
Agreement that converted the Issuer's then outstanding indebtedness
to GCMG into a $5 million term loan. On June 11, 1996, the Issuer
entered into an Amended and Restated Stock Repurchase Agreement
(the "New Agreement") with GCMG in order to accelerate the immediate
repurchase of all the Issuer's shares of common stock owned by GCMG.
As part the New Agreement, Mr. Marks agreed with GCMG to vote for
the election as directors of the Issuer an equal number of nominees
identified by GCMG, on the one hand, and by Mr. Marks and another
executive officer of the Issuer on the other hand, until such time
that the promissory note given by the Issuer to pay a portion of the
accelerated repurchase price is paid in full.
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Page 4
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURES
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: February 9, 1998
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/s/ Joel E. Marks
Joel E. Marks
Vice Chairman/CFO
