SHERWOOD GROUP INC
10-Q/A, 1995-05-19
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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        AMENDED TO INCLUDE PREVIOUSLY              CONFORMED
      OMITTED FINANCIAL DATA SCHEDULE

                                    FORM 10-Q/A
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

[X]  Quarterly Report Pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934

For Quarter Ended    February 28, 1995
          OR
[ ]  Transition Report Pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934

For the transition period from                 to
                               --------------    -------------

Commission file number       1-9480
- --------------------------------------------------------------

The Sherwood Group, Inc.
- --------------------------------------------------------------
   (Exact name of Registrant as specified in its charter)

Delaware                                       22-2394480
- --------------------------------------------------------------

(State or other jurisdiction of            (I.R.S. Employer
  incorporation  or organization)          Identification No.)

One Exchange Plaza, New York, New York         10006
- --------------------------------------------------------------
(Address of principal executive offices)        (Zip code)

Not Applicable
- --------------------------------------------------------------
(Former  name,  former address and former  fiscal  year,  if
changed since last report)

Indicate by check mark whether the Registrant (1) has  filed
all  reports required to be filed by Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 during  the  preceding  12
months  (or for such shorter period that the Registrant  was
required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.
           Yes  X      No
               ----      ----
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.

12,386,511 shares of Common Stock, par value $.01 per share,
were outstanding on March 31, 1995.

<PAGE>
   Item 6 - EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits:


              Exhibit  11  - Computation of  Earnings Per Share

              Exhibit 27 - Financial Data Schedule

         (b)  The  Company filed one Form 8-K dated 
              February 28, 1995 during the quarter ended
              February 28, 1995.


<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.



                                    The Sherwood Group, Inc.
                                    -------------------------

   Date: May 18, 1995            By: Dennis Marino
         ----------------------      ------------------------
                                     Dennis Marino
                                     (Executive Vice President
                                     and Chief Administrative
                                     Officer)


   Date: May 18, 1995             By: William Karsh
         ----------------------       -----------------------
                                      William Karsh
                                      (Vice President and
                                      Chief Financial Officer)







<TABLE> <S> <C>

<ARTICLE> BD
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAY-31-1995
<PERIOD-END>                               FEB-28-1995
<CASH>                                         294,741
<RECEIVABLES>                               39,562,306
<SECURITIES-RESALE>                                  0
<SECURITIES-BORROWED>                                0
<INSTRUMENTS-OWNED>                         34,789,261
<PP&E>                                       3,349,605
<TOTAL-ASSETS>                              92,705,782
<SHORT-TERM>                                         0
<PAYABLES>                                  19,853,354
<REPOS-SOLD>                                         0
<SECURITIES-LOANED>                                  0
<INSTRUMENTS-SOLD>                          10,770,342
<LONG-TERM>                                          0
<COMMON>                                       143,432
                                0
                                          0
<OTHER-SE>                                  61,938,654
<TOTAL-LIABILITY-AND-EQUITY>                92,705,782
<TRADING-REVENUE>                           54,727,359
<INTEREST-DIVIDENDS>                         2,277,980
<COMMISSIONS>                                9,292,014
<INVESTMENT-BANKING-REVENUES>                   76,375
<FEE-REVENUE>                                        0
<INTEREST-EXPENSE>                              10,333
<COMPENSATION>                              21,040,328
<INCOME-PRETAX>                             12,287,009
<INCOME-PRE-EXTRAORDINARY>                  12,287,009
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                10,260,783
<EPS-PRIMARY>                                     0.75
<EPS-DILUTED>                                     0.75
        

</TABLE>


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