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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 4 *
Name of Issuer: The Sherwood Group, Inc.
Title of Class of Securities: Common Stock, Par Value $.01 Per
Share
CUSIP Number: 824380109
Check the following box if a fee is
being paid with the statement [ ]. (A
fee is not required only if the
reporting person: (1) has a previous
statement on file reporting beneficial
ownership of more than five percent of
the class of securities described in
Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial
ownership of five percent or less of
such class.) (See Rule 13d-7.)
*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).
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CUSIP No. 824380109
1. Name of Reporting Person
S.S. or I.R.S. Identification No.
of Above Person
Richard J. Marino (SS # 096-34-
8286)
2. Check the Appropriate Box if a
Member of a Group*
(a) [ ]
(b) [ ]
Not applicable
3. SEC Use Only
4. Citizenship or Place of
Organization
United States
Number of Shares Beneficially Owned by
Each Reporting Person with:
5. Sole Voting Power:
637,635 Shares **
6. Shared Voting Power:
0 Shares
7. Sole Dispositive Power:
637,635 Shares **
8. Shared Dispositive Power:
0 Shares
9. Aggregate Amount Beneficially Owned
by Each Reporting
Person
637,635 Shares **
10. Check Box if the Aggregate Amount
in Row (9) excludes
Certain Shares * [ ]
11. Percent of Class Represented by
Amount in Row (9)
5.03%
14. Type of Reporting Person *
IN
** Includes 25,000 shares of
common stock underlying Mr. Marino's
currently exercisable stock options.
* SEE INSTRUCTIONS BEFORE
FILLING OUT!
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Item 1.
(a) Name of Issuer:
The Sherwood Group,
Inc.
(b) Address of Issuer's Principal
Executive Offices:
10 Exchange Place
Centre
Jersey City, New
Jersey 07302
Item 2.
(a) Name of Person Filing:
Richard J. Marino
(b) Address of Principal Business
Office or, if none,
Residence:
10 Exchange Place
Centre
Jersey City, New
Jersey 07302
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, Par
Value $.01 Per
Share
(e) CUSIP Number:
824380109
Item 3. If this statement is filed
pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not Applicable
(a) [ ] Broker or Dealer
registered under Section 15
of the Act
(b) [ ] Bank as defined
in section 3(a)(6) of the
Act
(c) [ ] Insurance Company
as defined in section
3(a)(19) of the Act
(d) [ ] Investment
Company registered under
section 8 of the Investment
Company Act
(e) [ ] Investment
Adviser registered under
section 203 of the
Investment Advisers Act of
1940
(f) [ ] Employee Benefit
Plan, Pension Fund which is
subject to the provisions
of the Employee Retirement
Income Security Act of 1974
or Endowment Fund; see
Sect. 240.13d-1(b)(1)(ii)(F)
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(g) [ ] Parent Holding
Company, in accordance with
Sect. 240.13d-1(b)(ii)(G) (Note:
See Item 7)
(h) [ ] Group, in
accordance with Sect. 240.13d-
1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned:
637,635 Shares
(b) Percent of Class:
5.03%
(c) Number of shares as to which
such person has:
(i) sole power to vote or to
direct the vote:
637,635 Shares
(ii) shared power to vote or
to direct the vote:
0 Shares
(iii) sole power to dispose
or to direct the disposition
of:
637,635 Shares
(iv) shared power to dispose
or to direct the
disposition of:
0 Shares
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
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Item 10. Certification
Not Applicable
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
/s/ Richard J. Marino
Signature
Richard J. Marino
Name/Title
