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

                                      FORM 10-Q

(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, 1997
                                                                      
               
               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.
-------------------------------------------------------------------
        (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               No    X    *
                                          -------           ------

* - Registrant's Form 10-K for 1996 was filed on April 16, 1997, one day
	    later than the extended due date.

Shares of common stock, par value $.09 per share, outstanding at November 1, 
1997:  6,645,802.




                RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES

                                        INDEX




PART I - FINANCIAL INFORMATION

Item 1. Financial Statements 

Condensed Consolidated Statements of Financial Condition
as of September 30, 1997 (unaudited) and December 31, 1996.

Condensed Consolidated Statements of Operations (unaudited)
for the three and nine months ended September 30, 1997 and
September 30, 1996.

Condensed Consolidated Statements of Cash Flows (unaudited)
for the nine months ended September 30, 1997 and
September 30, 1996.

Notes to Condensed Consolidated Financial Statements
(unaudited) - September 30, 1997.


Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk



PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K



SIGNATURES


PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (in thousands)

<TABLE>




                                                SEPTEMBER 30,     DECEMBER 31,
                                                    1997              1996
                                                 (unaudited)              
<S>                                             <C>               <C>
ASSETS
Cash and cash equivalents                       $      156        $      2,243
Securities purchased under agreements
  to resell                                          1,500               5,301
Cash and short-term investments required to
  be segregated under federal regulations                                7,467
Receivables:
  Customers                                            -                    25
  Brokers, dealers, and clearing
    organizations                                    2,165               1,610
Securities owned - at market                         5,914               8,279
Memberships in securities and commodities
  exchanges at cost(market value 09/30/97 -
  $515; 12/31/96 - $246)                               122                 122
Furniture, fixtures and leasehold improvements,
  at cost, less accumulated depreciation and
  amortization (09/30/97 - $6,460; 12/31/96 -
  $5,484)                                            6,499               7,431
Prepaid expenses and other assets                    6,186              11,305
                                                __________         ___________
                                                $   22,542         $    43,783
                                                ==========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Short-term notes payable to affiliate           $   40,255         $    23,500
Payables:
  Customers                                            -                 8,290
  Brokers, dealers, and clearing
    organizations                                      -                 1,294
Securities sold but not yet purchased,
  at market                                          1,023                 782
Accrued commissions                                  1,127               1,995
Accounts payable and accrued expenses                9,850              15,770
                                                 _________         ___________
                                                    52,255              51,631



Stockholders' equity:
  Convertible non-voting preferred stock,
   $.01 par value, 5,000,000 shares authorized;
   175 shares issued at 09/30/97 and 
   at 12/31/96                                         -                   -
  Common stock, $.09 par value: 20,000,000
   shares authorized; 6,645,802 issued at
   09/30/97 and 12/31/96                               598                 598
  Additional paid-in capital                        48,249              48,249
  Accumulated deficit                              (78,560)            (56,695)
                                                __________         ___________
                                                   (29,713)             (7,848)
                                                __________         ___________

                                                 $  22,542         $    43,783
                                                ==========         ===========



</TABLE>





See Notes to Condensed Consolidated Financial Statements



               RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (unaudited) (in thousands, except per share data)

<TABLE>


                                  THREE MONTHS ENDED  	   	NINE MONTHS ENDED
                                     SEPTEMBER 30,	           SEPTEMBER 30,
                                   1997        1996		        1997     	1996
<S>                            <C>          <C>         <C>        <C>
REVENUES:
  Commissions                  $   3,529    $  3,643	   $   11,536 $  15,370 
  Principal                        3,171       6,548		      10,335    22,938 
  Interest                           194         427 		        757     1,788
  Fee income                         358       1,240 		      2,582     6,276
  Other                               33         121 		        317       354 
                               _________    ________ 	    ________	  ________
      TOTAL REVENUES               7,285      11,979 	     	25,527    46,726

EXPENSES:
  Employee compensation
    and benefits                   6,841      10,307	      	22,070    36,701  
  Commissions, floor brokerage
    and clearance                  1,041       1,083		       3,562      3,235 
  Interest                         1,258       1,121   		    3,261      3,506
  Communications                     811       1,321 		      2,872      4,301
  Occupancy and equipment          1,679       1,676 		      4,940      4,846
  Professional fees (*)            1,626         845 		      4,386      2,094
  Other operating expenses         2,220       1,997      		 6,301      5,355

                                _________    ________ 	    ________   ________
      TOTAL EXPENSES              15,476      18,350      		47,392     60,038

      NET LOSS                 $  (8,191)   $ (6,371)	   $ (21,865) $ (13,312) 
                                =========    ========      =========  =========

Earnings per share data:

NET LOSS PER COMMON SHARE      $   (1.23)   $  (0.96) 	   $   (3.29) $   (2.00)


WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                       6,646       6,646		 6,646     6,646  
 



(*) Professional fees include accounting fees & expenses, consulting fees & 
expenses, outside legal counsel fees & expenses and litigation awards & 
settlements.

</TABLE>

See Notes to Condensed Consolidated Financial Statements



               RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (unaudited) (in thousands)
<TABLE>


                                                      NINE MONTHS ENDED
                                                 SEPTEMBER 30,  SEPTEMBER 30,
                                                     1997          1996
<S>                                               <C>          <C>                 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                        $  (21,865)  $  (13,312)
  Adjustments to reconcile net loss to
    net cash flows provided by (used in)
    operating activities:
      Equity in earnings in limited partnerships                   (1,192)
      Reserve on loans advanced to 	         
        limited partnerships                                          428 
      Depreciation and amortization                      976          785
      Net changes in operating assets
        and liabilities:
       Cash and short-term investments
        required to be segregated under
        federal regulations                            7,467       (1,386)
       Receivables from and payables
        to customers, brokers, dealers
        and clearing organizations                   (10,113)      36,779
      Securities owned                                 2,365        9,118
      Prepaid expenses and other assets                3,834       (1,435) 
      Securities sold but not yet purchased              241       (3,837)
      Accrued commissions                               (868)        (303)
      Accounts payable and accrued expenses           (5,921)      (6,803)
                                                                          
      NET CASH FLOWS PROVIDED BY (USED IN)       ___________   __________
       OPERATING ACTIVITIES                          (23,884)      18,842

CASH FLOWS FROM INVESTING ACTIVITIES:
  (Purchase)/Sale of furniture, fixtures and
    leasehold improvements                               (44)        (129)
  Securities purchased under agreements to resell      3,801        2,204
  Sale of exchange memberships                         1,285          -  
                                                                         
      NET CASH FLOWS PROVIDED BY (USED IN)       ___________   __________ 
       INVESTING ACTIVITIES                            5,042        2,075

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (decrease) in short-term
    borrowings from banks                                -        (30,672)
  Proceeds from short-term notes payable
    to affiliate                                      16,780          -   
  Payment of short-term notes payable
    to affiliate							  (25)	         -
  Proceeds from issuance of convertible
    non-voting preferred stock                           -          9,500
                                                                          
      NET CASH FLOWS PROVIDED BY (USED IN)       ___________   __________
       FINANCING ACTIVITIES                           16,755      (21,172)



NET (DECREASE)/INCREASE IN CASH AND CASH
  EQUIVALENTS                                         (2,087)        (255)

Cash and cash equivalents at beginning
  of period                                            2,243        9,001
                                           						 ___________  ___________
Cash and cash equivalents at end of period        $      156   $    8,746
                                                  ===========  ===========

</TABLE>
















See Notes to Condensed Consolidated Financial Statements


RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 (UNAUDITED)


NOTE A - BASIS OF PRESENTATION
------------------------------

The unaudited condensed consolidated financial statements of Rodman & 
Renshaw Capital Group, Inc. and subsidiaries (collectively, the 
Company) have been prepared in accordance with generally accepted 
accounting principles for interim financial information and with the 
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. 
Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles for complete 
financial statements.  In the opinion of management of the Company, 
all adjustments considered necessary for a fair presentation of the 
financial condition and results of operations of the Company for the 
periods presented have been included.  Although the Company has stock 
options outstanding, such stock options do not have a dilutive effect 
on earnings per share; accordingly, the primary and fully diluted loss 
per share calculations are not different.  For further information, 
refer to the consolidated financial statements and footnotes thereto 
included in the Company's Report on Form 10-K for the year ended 
December 31, 1996.


NOTE B - ASSETS SEGREGATED UNDER FEDERAL AND OTHER REGULATIONS
--------------------------------------------------------------

The Company was holding in safekeeping $0.0 million and $1.0 million 
of securities owned by customers as of September 30, 1997 and December 
31, 1996, respectively.  In accordance with applicable regulations, 
these securities are not included in the Condensed Consolidated 
Financial Statements.


NOTE C - NET CAPITAL REQUIREMENT AND DIVIDEND RESTRICTIONS
----------------------------------------------------------

The Company's primary subsidiary, Rodman & Renshaw, Inc.(Rodman), a 
registered broker-dealer and futures commission merchant, is subject 
to the minimum net capital rules of the Securities and Exchange 
Commission (the SEC) and the Commodity Futures Trading Commission  
(the CFTC), and the capital rules of the New York Stock Exchange, 
Inc. (the NYSE), of which Rodman is a member.  Rodman has elected to 
use the alternative net capital method permitted by SEC rules. In 
January 1996, Rodman changed its business operation from a clearing 
securities broker to a non-clearing securities broker whereby Rodman's 
customer accounts are introduced and cleared by a contracted clearing 
broker on a fully disclosed basis.  As a result of this conversion, 
Rodman is required to maintain minimum net capital, as defined in such 
rules, equal to the greater of $250,000 or 4% of the funds required to 
be segregated for commodities customers. At September 30, 1997 and 
December 31, 1996, Rodman had net capital, as defined, of $.7 million 
and $2.5 million, respectively, or $.4 million and $2.2 million, 
respectively, in excess of the minimum net capital.





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

Managements discussion and analysis of financial condition and 
results of operations should be read in conjunction with the 
Companys condensed consolidated financial statements. Like other 
securities brokerage and investment banking firms, the Company 
conducts its businesses in highly volatile markets. Consequently, the 
Company's results of operations are affected by many factors, 
including general market conditions, the liquidity of secondary 
markets, the level and volatility of interest rates, currency and 
security valuations, competitive conditions and the size, number and 
timing of transactions. In periods of unfavorable trends in revenue 
due to changes in market conditions or other factors, profitability 
can be adversely affected because certain expenses remain relatively 
fixed. As a result, revenues and net earnings can vary significantly 
from quarter to quarter. In addition, results of operations for any 
particular interim period may not be indicative of results to be 
expected for the year ending December 31, 1997.

Revenues for the quarter ended September 30, 1997 totaled $7.3 
million, a 39.2% decrease from $12.0 million for the previous year's 
comparative quarter, reflecting changes in business mix, capital 
constraints, a net reduction in producers, generally lower levels of 
production by producers and a lower level of investment banking 
activity. For the third quarter of 1997, the Company recorded a net 
loss of $8.2 million, or $1.23 per common share, versus a net loss of 
$6.4 million, or $0.96 per common share, for the comparative quarter 
last year. 

REVENUES

Revenues for the quarter and nine months ended September 30, 1997 were 
$7.3 million and $25.5 million, respectively, or $4.7 million and 
$21.2 million, respectively, lower than the same periods last year. 
Downsizing of the Futures and Fixed Income businesses accounted for 
$1.2 million and $6.1 million of these decreases, respectively. The 
Company's core business lines (Retail, Institutional Equity, and 
Investment Banking) were, on a combined basis, 32.3% and 38.3% below 
the respective 1996 levels, reflecting capital constraints, a net 
reduction in producers, generally lower levels of production by 
producers and a lower level of investment banking activity. 

Commission revenue is derived from the execution of customer orders to 
buy and sell securities. Commission revenue decreased slightly (2.8%) 
from $3.6 million for the quarter ended September 30, 1996 to $3.5 
million for the quarter ended September 30, 1997 but decreased 24.8% 
from $15.3 million for the nine months ended September 30, 1996 to 
$11.5 million in the first nine months of 1997, mainly reflecting 
lower Retail and Institutional Equity sales in the first and second 
quarters compared to the third quarter, during which sales remained 
relatively flat compared to the comparable quarter for 1996. The 
number of Retail producers decreased to 41 at September 30, 1997 from 
63 at September 30, 1996. The number of Institutional Equity producers 
remained relatively constant (54 at September 30, 1996 and 53 at 
September 30, 1997) when compared with the comparable quarter for 
1996, but such number had decreased to 45 at June 30, 1997 (compared 
to 52 at June 30, 1996) and 44 at March 31, 1997 (compared to 51 at 
March 31, 1996).  The average annualized production of Retail sales 
producers fell 39.3% from September 30, 1996 to September 30, 1997 and 
the average annualized production of Institutional Equity sales 
producers fell 32.5% as of such dates.   Partly offsetting the decline 
in overall Institutional Equity commissions was increased revenue from 
the Direct Access segment of that group, where revenues increased from 
$1.3 million for the three months ended September 30, 1996 to $1.6 
million for the three months ended September 30, 1997, a 23.1% 
increase. For the nine months ended September 30, 1997, Direct Access 
revenues totaled $4.6 million versus $3.5 million for the same period 
in 1996, a 31.4% increase.


Revenue from principal transactions includes mark-ups and realized and 
unrealized gains and losses on securities held for resale. Principal 
transaction revenue decreased $3.4 million from $6.5 million for the 
quarter ended September 30, 1996 to $3.2 million for the quarter ended 
September 30, 1997 and decreased $12.6 million from $22.9 million for 
the nine months ended September 30, 1996 to $10.3 million for the nine 
months ended September 30, 1997. This decline was partially due to a 
downsizing of the Company's Fixed Income business, which occurred at 
the end of 1996, both in its New York and Chicago offices. Also 
contributing to the weaker 1997 performance levels in principal 
transactions was lower revenue from the Institutional Equity business 
line, which reflected the departure of certain New York based sales 
personnel. Partially offsetting the decline were gains in the 
corporate securities portfolio.

Interest income for the three and nine months ended September 30, 1997 
declined by $0.2 million and $1.0 million, respectively, compared to 
the comparable periods of 1996, as the Company reduced its securities 
inventory positions in Government Obligations and other interest-
bearing investments, and as the net margin interest earned on retail 
customer account balances declined due to cessation of self-clearing 
operations.

Fee income, which reflects mainly the activities of Rodman's 
Investment Banking department, decreased 71.1% for the quarter ended 
September 30, 1997 as compared to the third quarter of 1996 and 
decreased 58.9% for the nine months ended September 30, 1997 compared 
to the same period in 1996. In each of the three and nine months ended 
September 30, 1997, the Company completed one and three public 
offerings versus three and twelve, respectively, in the same 1996 
periods. Also contributing to the revenue decline were significantly 
lower Investment Banking advisory fees in the three and nine months 
ended September 30, 1997.

EXPENSES

Expenses decreased $2.9 million, or 15.8%, from $18.4 million for the 
three months ended September 30, 1996 to $15.5 million for the three 
months ended September 30, 1997 and decreased $12.6 million, or 
21.0%, from $60.0 million for the nine months ended September 30, 
1996 to $47.4 million for the nine months ended September 30, 1997. 
Employee compensation decreased by $3.5 million, a decrease of 34.0%, 
and $14.6 million, a decrease of 39.8%, respectively, for the quarter 
and nine months ended September 30, 1997 versus the same periods last 
year. Total headcount at September 30, 1997 was 37.9% lower than at 
September 30, 1996. This change is mainly attributable to the ongoing 
expense reduction program. This program includes the downsizing of 
the Futures and Fixed Income business lines, which were unprofitable, 
reductions in administrative staffing, pruning of weak producers and 
other cost containment measures.

Communications and occupancy and equipment expenses also declined in 
the three and nine months ended September 30, 1997 as compared to the 
same periods last year, primarily as a result of savings from 
downsizing.  Other operating expenses increased in the three and nine 
months ended September 30, 1997 as compared to the prior year periods 
as a result of certain asset write-offs.  Expenses under the 
Professional fees category increased in the three and nine months 
ended September 30, 1997 primarily because of higher reserves for 
potential future contingency losses and litigation and settlement 
expenses (especially the $.4 million NASD arbitration award to Steven 
A. Rothstein, a former employee, in September 1997 and the $1.5 
million NASD arbitration award to Michael Delaney, a former employee, 
in June 1997 - see LEGAL PROCEEDINGS). Interest expense increased 
$0.2 million, or 12.2%, during the three months ended September 30, 
1997 compared to the same period last year due to the increase in 
borrowings from Confia, S.A., Institucion de Banca Multiple, Abaco 
Grupo Financiero ("Confia), an affiliated company of the Company's 
majority stockholder, Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo 
Financiero ("Abaco"), but decreased by $0.2 million, or 7.0%, for the 
first nine months of 1997 compared to the first nine months of 1996. 
This decrease was primarily a result of downsizing the Futures 
business.

LIQUIDITY AND CAPITAL RESOURCES

The Company's assets are substantially comprised of cash and cash 
equivalents, receivables and securities inventory, all of which are 
highly liquid.  The principal sources of financing are notes payable 
from an affiliate and other payables.

As a registered broker-dealer and futures commission merchant, Rodman 
is required by the SEC and CFTC to maintain specific amounts of net 
capital to meet its customer obligations.  As of September 30, 1997, 
Rodman's net capital, as defined, exceeded the minimum net capital 
requirements. 

During 1994 and 1995, the Company borrowed a total of $26.5 million 
from Confia (the Loan). The Company needed the Loan in order to 
continue to conduct its business because losses were eroding its net 
capital. In the fourth quarter of 1996, $3.0 million of the Loan was 
repaid. On December 3, 1996, the remaining balance of the Loan was 
extended for an additional six month period ending June 3, 1997, at an 
annual interest rate of 12%. On June 3, 1997, the Loan, plus the 
accrued interest thereon, was further extended for an additional six 
month period ending December 1, 1997. From January 1, 1997 through 
September 30, 1997, Confia made new loans totaling $15.36 million (the 
1997 Loans and together with the Loan hereinafter referred to 
collectively as the Loans). The 1997 Loans were as follows: $3.0 
million on March 26, 1997 due June 24, 1997 extended to September 22, 
1997, $2.5 million on April 30, 1997 due July 29, 1997 (of which 
$2.475 has been extended to November 4, 1997), $1.5 million on May 23, 
1997 due August 21, 1997, $1.5 million on June 9, 1997 due September 
8, 1997, $5.45 million on June 27, 1997 due September 29, 1997, and 
$1.410 million on August 22, 1997 due February 18, 1998. The loans due 
before September 30, 1997 and not yet extended are unpaid and 
negotiations are taking place to extend these loans. Based upon 
conversations with Confia representatives, management believes that it 
is the intention of Confia to renew the Loans as they become due or 
convert all or a portion of the Loans to equity pursuant to the Note 
Conversion Agreement dated September 29, 1995 as amended November 10, 
1995 and discussed in the Company's quarterly report on Form 10-Q for 
the quarter ended March 31, 1997, subject to receipt of necessary 
approvals from Mexican governmental authorities. Any renewal may be on 
different terms than the then existing Loans, depending upon market 
conditions, Confia's internal lending policies at the time of renewal 
and other relevant factors discussed below under The Intervencion 
Gerencial.

On February 9, 1996, the Company received a letter from Abaco Grupo 
Financiero, S.A. de C.V. (Parent), whereby Parent agreed to continue 
to unconditionally support the Company and Rodman for the next year, 
up to and including March 31, 1997. The support referred to in the 
February 9, 1996 letter could have included, with previous receipt of 
requisite approvals from Mexican governmental authorities, infusions 
of capital, conversion of short-term debt to long-term debt or 
conversion of short or long-term debt to equity, if required, to 
continue to sustain Rodman's operations and allow it to maintain the 
required net capital pursuant to the SEC's Uniform Net Capital Rule 
15c3-1. In February 1997, the Company received a new support letter 
from Parent and Abaco covering the period up to and including March 
31, 1999. Such letter states that it is the intention of Parent and 
Abaco to continue to unconditionally support the Company and Rodman 
for losses incurred in the ordinary course of business during such 
period and that such support may include, with prior receipt of 
requisite approvals from Mexican governmental authorities, infusions 
of capital, conversion of short term debt to long term debt or 
conversion of short or long term debt to equity. The Company is 
dependent on Parent to cover its operating cash requirements.  The 
Parent generally has provided such cash through Confia, its bank 
affiliate.  

At September 30, 1997, the Company had subordinated loans outstanding 
to Rodman, its broker-dealer subsidiary, in an aggregate amount of 
$23.0 million. The subordinated loans have been funded by the 
Company's borrowings from Confia discussed above. To the extent that 
such subordinated borrowings are required for Rodman's continued 
compliance with minimum net capital requirements, they may not be 
repaid.  In the event that any of the Loans are not renewed or 
converted, Rodman would be required to curtail its business activities 
substantially in order to reduce its minimum net capital requirements, 
and then it would seek regulatory approval to repay its subordinated 
debt to the Company.  No assurance can be given that it would be able 
to do so to an extent and in a manner that would allow it to continue 
operations and repay such debt.

The Uniform Net Capital Rule also provides that the total outstanding 
principal amounts of a broker-dealer's indebtedness under certain 
subordination agreements, the proceeds of which are includible in its 
net capital, may not exceed (for a period in excess of 90 days) 70% of 
the sum of the total outstanding principal amounts of all subordinated 
indebtedness included in net capital plus stockholder's equity (the 
"debt/equity ratio"). As of June 30, 1997 and July 31, 1997, the 
debt/equity ratios were 68.1% and 62.8% respectively. In August 1997, 
the Company borrowed from Confia $1.41 million, of which the entire 
amount was contributed into Rodman as capital. As a result, the debt-
equity/ratio as of August 31, 1997 was 64.8%.  As of September 30, 
1997, the debt/equity ratio was 76.3%.  On October 2, 1997, the 
Company borrowed from Confia $2.0 million, of which the entire amount 
was contributed into Rodman as capital.  As a result, the debt/equity 
ratio was reduced to 68.3%.

In the nine months ended September 30, 1997, the Company used cash and 
cash equivalents of $23.9 million from operating activities primarily 
related to the payments of accounts payable. In the nine months ended 
September 30, 1996, the Company's operations provided $18.8 million of 
cash, primarily related to the decrease in receivables from and 
payables to customers, brokers, dealers and clearing organizations and 
the sale of securities not yet purchased.

The Intervencion Gerencial

On August 27, 1997, the Mexican Comision Nacional Bancaria y de 
Valores (the National Banking and Securities Commission or CNBV) 
declared and announced an Intervencion Gerencial (a "Management 
Intervention") with respect to Parent and its Mexican subsidiaries, 
including Abaco and Confia, as a result of the ongoing financial 
difficulties of the Parent and those subsidiaries.  In the exercise of 
its authority under the Ley de Instituciones de Credito (the Mexican 
Banking Law), the CNBV has appointed Mr. Gustavo Vergara as the 
Interventor Gerencial (the Management Interventor) for Parent.  Under 
the Mexican Banking Law, as of the date of the intervention, Mr. 
Vergara has succeeded to the authority and assumed the powers of the 
board of directors and chief executive officer of Parent, Abaco and 
Confia.  As of the date of the Management Intervention and until such 
time as it is terminated by the CNBV, the elected board of directors 
of Parent, Confia and Abaco have exercised, and will exercise, no 
authority or control over the business and affairs of the Parent, 
although they may continue to meet in order to discuss the business 
and affairs of their respective companies and, if asked by the 
Management Interventor, to comment on such matters as he may request. 
The Management Interventor is not subject to the authority of 
shareholders or the board of directors of Parent, Abaco or Confia.  
The Company has been advised that the Management Intervention does not 
result in a change in ownership of the Parent or any of its 
subsidiaries.

In addition, on August 27, 1997, it was announced that an agreement in 
principle had been reached for Citibank, N.A. to acquire 100% 
ownership of Confia, the principal subsidiary of the Parent, in 
consideration for a capital infusion in Confia and a payment to 
Parent.  Since such announcements were made, Confia has continued to 
extend the maturity of loans and make additional loans to the Company 
as described above with the approval of the Management Interventor.  
No assurance can be given, however, that Confia will or will be able 
to continue to do so, that Parent or Abaco will or will be able to 
provide financial support to the Company in lieu of the loans from 
Confia or that the Management Interventor will continue to grant the 
necessary approvals.  The Company is dependent upon the continuation 
of the existing financial support from Confia, Parent and/or Abaco and 
failure to continue to receive such support as necessary would have a 
material adverse effect on the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

		Not currently applicable to the Company.

PART II - OTHER INFORMATION

	Item 1.	LEGAL PROCEEDINGS. 

On April 4, 1997, an action entitled Feivel Gottlieb and 
Kenneth Steiner, Plaintiffs v. Rodman & Renshaw Capital Group, Inc., 
Ernesto Arechavala, Alexander  C. Anderson, Peter Boneparth, Eduardo 
Camarena Legaspi, William C. Dennis, Jorge Lankenau Rocha, Rodrigo 
Padilla, Federico Richardson Lamas, Joseph P. Shanahan, Abaco Casa de 
Bolsa, S.A. de C.V., Abaco Grupo Financiero, R&R Capital Holdings, 
Inc. and R&R Capital Acquisition Corp. was commenced in the Court of 
Chancery of the State of Delaware in and for New Castle County.  The 
action is a purported class action brought on behalf of all holders 
of the common stock of the Company other than the defendants and 
persons affiliated with the defendants.  The action relates to the 
proposed series of transactions (the Transactions) announced by Abaco 
on February 4, 1997 which would have the result of Abaco owning 100% 
of the outstanding common stock of the Company. The plaintiffs allege 
that the Transactions and the price to be paid for their shares of 
common stock in connection therewith are unfair and entail breach of 
fiduciary duties owed to the plaintiffs and the purported class.  
Plaintiffs seek to preliminarily and permanently enjoin the 
Transactions and to obtain a monetary recovery for any damages 
sustained. Defendants, including the Company, have retained counsel 
and believe they have good and meritorious defenses, which they 
intend to vigorously assert. In light of the early stage of this 
action, the Company cannot assess at this time whether it will have 
any material adverse effect on the Company.  The Transactions are 
described in greater detail in the Company's Form 10-K Annual Report 
for the fiscal year ended December 31, 1996.

On July 8, 1996, Michael Delaney, then an employee of Rodman, 
initiated an NASD arbitration proceeding by means of a Statement of 
Claim alleging breach of certain terms and conditions of his 
employment agreement with Rodman, especially with respect to certain 
override provisions as to institutional equity sales commissions. The 
Statement of Claim alleged damages in excess of $2.0 million arising 
from such breach.  On September 6, 1996, Rodman filed its Answer to 
Mr. Delaney's Statement of Claim denying Mr. Delaney's claim and 
asserting various  defenses.  On October 11, 1996, Mr. Delaney 
amended his Statement of Claim, primarily to include claims relating 
to the termination of his employment with Rodman on July 29, 1996. 
The Amended Statement of Claim alleged damages in excess of $2.0 
million and requested punitive damages. On November 12, 1996, Rodman 
submitted its Answer to the Amended Statement of Claim again denying 
Mr. Delaney's claims and asserting various defenses. An arbitration 
hearing on this matter was held in May 1997. During the hearing, Mr. 
Delaney requested $2.8 million in compensatory damages plus punitive 
damages. By notice dated June 18, 1997, the NASD advised that the 
arbitration panel had awarded Mr. Delaney $1,519,638. Such amount was 
paid to Mr. Delaney in July 1997.

     Rodman commenced an NASD arbitration proceeding against Steven A. 
Rothstein, a former Rodman employee, in April 1994 seeking recovery of 
monetary advances made by Rodman to him and of sums due as a result of 
his breach of two promissory notes from him held by Rodman.  Mr. 
Rothstein initially pursued other avenues in asserting certain claims 
against Rodman but eventually asserted counterclaims in the NASD 
arbitration commenced by Rodman.  Such counterclaims alleged that 
Rodman breached contractual obligations and duties, as well as oral 
agreements and promises, and asserted that Rodman had not acted toward 
him in good faith and had constructively discharged him.  On September 
11, 1997, the NASD Office of Dispute Resolution issued an award 
finding Mr. Rothstein liable to Rodman for $190,259.29 as actual 
damages and interest with respect to Rodman's claims against him but 
finding Rodman liable to Mr. Rothstein for $607,794.00 with respect to 
his claims against Rodman.  The NASD directed that these amounts be 
offset, resulting in a $417,534.71 payment to Mr. Rothstein which 
Rodman made on October 14, 1997.

	    On June 17, 1997, Rodman commenced a New York Stock Exchange 
arbitration proceeding against Tucker Anthony, Incorporated (Tucker 
Anthony) and 10 former Rodman employees who had been members of 
Rodman's Banking Services Group.  All such former Rodman employees 
left Rodman and joined Tucker Anthony in April 1997.  Rodman's 
Statement of Claim asserts that Tucker Anthony and the former Rodman 
employees conspired to wrongfully misappropriate Rodman's confidential 
and proprietary information and to use that information for the 
benefit of Tucker Anthony and the former employees.  Rodman's claim 
further asserts that Tucker Anthony and/or the individual defendants 
breached fiduciary duties owed to Rodman, were unjustly enriched by 
those breaches, tortuously interfered with Rodman's business and 
employment relations and unlawfully converted Rodman confidential and 
proprietary information for their own use and benefit.  Rodman's claim 
seeks damages in excess of $3,000,000.  On August 29, 1997 Tucker 
Anthony and the individual defendants submitted a Statement of Answer 
and Counterclaims denying Rodman's allegations and asserting 
counterclaims by the individual defendants for Rodman's alleged breach 
of business commitments to them in an amount alleged to exceed 
$5,000,000.  The arbitration hearing is expected to be held in early 
1998.

	    Rodman is a defendant in a number of arbitrations initiated by 
customers and former employees.  These include:

     Russell M. Hustead and Susan S. Hustead v. Rodman & Renshaw, Inc. 
and Philip J. Langley.  This is an NASD arbitration commenced on July 
8, 1996 by former customers of Rodman's former Kansas City, Missouri 
branch office.  The Statement of Claim alleges breach of fiduciary 
duty, negligence, fraud and breach of contract in the handling of the 
claimants' brokerage account between 1991 and 1993, allegedly leading 
to damages in excess of $1,000,000.  The hearing is expected to be 
held in April 1998.

     Peter Stimson Brooks v. Carr Investments Inc., Rodman & Renshaw, 
et al.  This is a reparation complaint before the CFTC commenced on 
July 23, 1996 alleging misrepresentation of material facts, breach of 
fiduciary duty and the placing of unauthorized transactions in 
complainants' account.  Claimant alleges losses in excess of $450,000. 
Carr Investments, Inc. served as the introducing broker for the 
account and Rodman merely executed the transactions conveyed to it by 
Carr Investments, Inc., which has an indemnification obligation to 
Rodman.  

     Sharon Jean Dawson a/k/a Sharon Jean Brooks v. Carr Investments, 
Inc., Rodman & Renshaw, Inc. et al.  This is a companion case to the 
above CFTC reparation proceeding brought at the same time by the wife 
of the claimant in that proceeding.  Claimant makes similar 
allegations and alleges losses in excess of $627,400.  Again, Carr 
Investments, Inc. served as the introducing broker for the account and 
Rodman merely executed the transactions conveyed to it by Carr 
Investments, Inc., which has an indemnification obligation to Rodman.

	    John Todd v. Rodman & Renshaw, Inc., Rodman & Renshaw Capital 
Group, Inc, and Abaco Casa de Bolsa, S.A. de C.V.  This is an NASD 
arbitration proceeding commenced on September 29, 1997 by a former 
institutional salesperson.  Mr. Todd alleges breach of contract and 
age discrimination and seeks damages in excess of $500,000.
	   




Item 2.  CHANGES IN SECURITIES.

		None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES.

		None.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

            None.

	Item 5.  OTHER INFORMATION.

 Mr. Joseph P. Shanahan resigned from his position as President 
and Chief Executive Officer of the Company and Rodman as of October 
15, 1997. Francis L. Kirby became interim President and Chief 
Executive Officer of Rodman as of October 23, 1997. No such 
appointment has been made at the Company to date.

	    In August and September 1997, it was announced 
that Jorge Lankenau Rocha, formerly the Chairman and Chief Executive 
Officer of Parent, Confia and Abaco and currently the Chairman of the 
Board of Directors of the Company, had been placed under house arrest 
in Mexico in connection with allegations of financial improprieties 
involving Confia and a Mexican offshore investment fund.  The Company 
has been advised that Abaco is taking steps as majority stockholder to 
cause the removal of Mr. Lankenau as a director of the Company as well 
as the removal of the two remaining directors, Alexander C. Anderson 
and Ernesto Arechavala, and to appoint a new board of directors.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

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

27.1   Financial Data Schedule.

                          
               (b)    Reports on Form 8-K.

               The Company filed no reports on Form 8-K during the
               quarter ended September 30, 1997.


                                						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.


                              RODMAN & RENSHAW CAPITAL GROUP, INC.
                                        (Registrant)


Date:  November 14, 1997   By:   /s/Thomas G. Pinou
                              ---------------------------------
                                  Thomas G. Pinou                     
                                  Chief Financial Officer

Date:  November 14, 1997   By:   /s/Francis L. Kirby                  
                              ---------------------------------
                                  Francis L. Kirby 
                                  Executive Vice President
                                    





EXHIBIT INDEX


ITEM NO.		DESCRIPTION				SEQUENTIALLY NO. PAGE

27.1  			FINANCIAL DATA SCHEDULE