UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-Q/A

(Mark One)
[X]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
               SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                  September 30, 1996
                                                                  
   
                                     
--------------------------------
               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        1-9143 
                                                    --------

                RODMAN & RENSHAW CAPITAL GROUP, INC.
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        (Exact name of registrant as specified in its charter)

               DELAWARE                          36-3111956
-----------------------------                  --------------------
(State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)              Identification No.)

233 S. Wacker Drive, Suite 4500, Chicago, IL        60606
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(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code     312/526-2000
                                                     --------------

-------------------------------------------------------------------
(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
                                          -------           ------

Shares of common stock outstanding at November 1, 1996:  6,645,802
par value $.09.<PAGE>
Rodman & Renshaw Capital Group, Inc. hereby amends Item 6 of 
its Form 10-Q filed on November 14, 1996 to include four additional exhibits
identified as 4.2, 4.3, 4.4 and 10.29.  Item 6 as amended is set forth below:

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

               (a)    Exhibits - The following exhibits are
included
                      herein or are incorporated by reference

                         (4.2)        Certificate of Designations
                                      of 
                                      Rights, Privileges and
                                      Restrictions
                                      of Series C Non-Voting
                                      Convertible Preferred
                                      Stock
 
                         (4.3)        Certificate of Designations
                                      of 
                                      Rights, Privileges and
                                      Restrictions
                                      of Series D Non-Voting
                                      Convertible Preferred
                                      Stock
 
                         (4.4)        Certificate of Designations
                                      of 
                                      Rights, Privileges and
                                      Restrictions
                                      of Series E Non-Voting
                                      Convertible Preferred
                                      Stock

                         (10.29)      Stock Purchase Agreement
dated as 
                                      of September 30, 1996 between
the
                                      Company and Abaco Casa de
Bolsa,
                                      S.A. de C.V., Abaco Grupo
Financiero
 
                                               
               (b)    Reports on Form 8-K 

               The Company filed no reports on Form 8-K during the
               quarter ended September 30, 1996.

































                                     SIGNATURES
                                     -----------      

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


                              RODMAN & RENSHAW CAPITAL GROUP, INC.
                                        (Registrant)


Date:  December 2, 1996     By:    
                              ---------------------------------
                                  William C. Dennis, Jr.
                                  Chief Financial Officer


Date:  December 2, 1996     By:           
                             ----------------------------------
                                  Charles W. Daggs, III
                                  President and Chief Executive
                                  Officer
                                                                  
            









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