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 March 3l, 2000

                                         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 0-16240

                              JB Oxford Holdings, Inc.
               (Exact name of registrant as specified in its charter)

           UTAH                                             95-4099866
           (State of incorporation or organization)         (I.R.S.
                                                            Employer
                                                            Identification
                                                            No.)

           9665 Wilshire Blvd., Suite 300;  Beverly Hills,  90212
           California
           (Address of principal executive offices)         (Zip Code)

           Registrant's telephone number, including area    (310) 777-8888
           code

             Indicate by check mark whether the Registrant: (l) has filed
          all reports required to be filed by Section l3 or l5(d) of the
          Securities Exchange Act of l934 during the preceding 12 months;
          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.  As of May 5, 2000, the Registrant had the following
          number of shares of common stock, $0.01 par value per share,
          outstanding: 14,384,186.




                           PART I - FINANCIAL INFORMATION


          Item 1.        Financial Statements

                      JB Oxford Holdings, Inc. and Subsidiaries
                   Consolidated Statements of Financial Condition


                                                March 31, 2000  December 31,
                                                  (Unaudited)      1999

          Assets:

          Cash and cash equivalents (including
           securities purchased under agreements to
           resell of $104,747 and $0)              $2,694,128    $6,023,065

          Cash and securities purchased under
           agreements to resell, segregated under
           federal and other regulations            5,815,761    27,173,659

          Receivable from broker-dealers and
           clearing organizations                   8,380,102     7,717,643

          Receivable from customers (net of
           allowance for doubtful accounts of
           $2,609,101 and $1,601,178)             639,920,131   438,208,683

          Other receivables                         1,686,385     1,614,254

          Marketable securities owned
           - at market value                          369,109       223,034

          Furniture, equipment, and leasehold
           improvements (at cost - net of
           accumulated depreciation and
           amortization of $6,714,923 and
           $6,296,033)                              3,114,938     3,024,193

          Income taxes receivable                          --     1,012,881

          Deferred income taxes                     1,574,425     1,479,425

          Clearing deposits                        11,612,168     9,598,797

          Other assets                              1,763,162     1,663,442

          Total assets                           $676,930,309  $497,739,106

            See accompanying notes to Consolidated Financial Statements.



                      JB Oxford Holdings, Inc. and Subsidiaries
                   Consolidated Statements of Financial Condition


                                                    March 31,  December 31,
                                                      2000         1999
                                                   (Unaudited)


          Liabilities and shareholders' equity:

           Liabilities:

            Short-term borrowings                 $75,198,831 $          --

            Payable to broker-dealers and
             clearing organizations               231,099,785   137,300,388

            Payable to customers                  309,654,580   313,354,154

            Securities sold, not yet purchased
             - at market value                        150,797        96,904

            Accounts payable and accrued
             liabilities                           19,201,452    12,303,092

            Income taxes payable                    2,390,549            --

            Loans from shareholders                 5,418,696     5,418,696

            Notes payable                           2,889,375     2,895,124

           Total liabilities                      646,004,065   471,368,358


           Commitments and contingent liabilities

           Shareholders' equity:

            Common stock  ($.01 par value,
             100,000,000 shares authorized;
             15,088,226 shares issued)                 150,882      150,882

            Additional paid-in capital              16,232,281   16,232,281

            Retained earnings                       15,327,786   10,772,290

            Treasury stock at cost, 704,040 shares    (784,705)    (784,705)

           Total shareholders' equity               30,926,244   26,370,748

           Total liabilities and shareholders'
           equity                                 $676,930,309 $497,739,106


            See accompanying notes to Consolidated Financial Statements.



                      JB Oxford Holdings, Inc. and Subsidiaries
                        Consolidated Statements Of Operations
                                     (Unaudited)


                                                   For The Three Months
                                                           Ended
                                                         March 31,

                                                   2000           1999

          Revenues:
           Clearing and execution               $3,277,087      $ 5,125,692
           Trading profits                       5,434,825        4,021,691
           Commissions                          15,087,163        7,740,032
           Interest                             10,323,455        5,905,447
           Other                                   371,142          200,737
             Total Revenues                     34,493,672       22,993,599
          Expenses:
           Employee compensation                 3,683,492        2,281,347
           Commission expense                    6,048,695        2,852,582
           Clearing and floor brokerage            890,301          951,836
           Communications                        1,995,329        1,671,308
           Occupancy and equipment               1,534,978        1,105,351
           Interest                              5,499,174        3,261,062
           Data processing charges               2,679,040        2,411,433
           Professional services                 1,031,943        1,179,673
           Promotional                           1,983,545          803,342
           Bad debts                               532,930          405,436
           Other operating expenses                628,749          584,796

             Total Expenses                     26,508,176       17,508,166

           Income before income taxes and        7,985,496        5,485,433
           extraordinary item
            Income tax provision                 3,430,000        2,219,208

           Income before extraordinary item      4,555,496        3,266,225
             Extraordinary item:  Forgiveness
             of debt, net of taxes                      --          436,875

           Net Income                           $4,555,496       $3,703,100


            See accompanying notes to Consolidated Financial Statements.



                      JB Oxford Holdings, Inc. and Subsidiaries
                  Consolidated Statements Of Operations - continued
                                     (Unaudited)

                                                 For The Three Months Ended
                                                            March 31,
                                                      2000            1999

           Basic Net Income Per Share:
           Income before income taxes and
           extraordinary item                        $0.32            $0.23
             Extraordinary item:  Forgiveness
           of debt, net of taxes                        --             0.03
           Basic Net Income Per Share                $0.32            $0.26

           Diluted Net Income Per Share:
           Income before income taxes and
           extraordinary item                        $0.19            $0.13
             Extraordinary item:  Forgiveness
           of debt, net of taxes                        --             0.02
           Basic Net Income Per Share                $0.19            $0.15

           Weighted average number of shares
               Basic                            14,384,186       14,154,338
               Diluted                          23,739,204       24,629,176

            See accompanying notes to Consolidated Financial Statements.



                      JB Oxford Holdings, Inc. and Subsidiaries
                        Consolidated Statements Of Cash Flows
                                     (Unaudited)

                                                 For The Three Months Ended
                                                           March 31,

                                                       2000        1999

          Increase (decrease) in cash and cash
          equivalents:
          Cash flows provided by operating
          activities:
           Net income                              $4,555,496    $3,703,100

           Adjustments to reconcile net income to
           cash used in operating activities:
            Depreciation and amortization             430,966       314,845
            Deferred rent                             (28,455)      (30,366)
            Provision for bad debts                   532,930       405,436
            Forgiveness of debt                            --      (728,125)
            Changes in assets and liabilities:
             Cash segregated under federal and
              other regulations                    21,357,898    58,674,800
             Receivable from broker-dealers and
              clearing organizations                 (662,459)     (544,040)
             Receivable from customers           (202,244,378)  (93,322,944)
             Other receivables                        (72,131)       42,854
             Securities owned                        (146,075)    2,509,265
             Clearing deposits                     (2,013,371)   (1,036,581)
             Other assets                             (99,720)       46,625
             Payable to broker-dealers and clearing
              organizations                        93,799,397    67,779,080
             Payable to customers                  (3,699,574)  (34,662,457)
             Securities sold not yet purchased         53,893      (778,060)
             Accounts payable and accrued
              liabilities                           6,926,815    (2,901,100)
             Income taxes payable/receivable        3,308,430     1,758,599
          Net cash provided by (used in) operating
          activities                              (78,000,338)    1,230,931
          Cash flows from investing activities:
           Capital expenditures                      (521,711)     (117,830)
          Net cash used in investing activities      (521,711)     (117,830)
          Cash flows from financing activities:
           Repayments of notes payable                 (5,749)      (34,158)
           Advances on short term borrowing        75,198,831            --
           Issuance of common stock                        --       105,900
           Purchase of treasury stock                      --      (586,925)
           Payment subordinated loans                      --      (250,000)
          Net cash provided by (used in)
           financing activities                    75,193,082      (765,183)
          Net increase (decrease) in cash
           and cash equivalents                    (3,328,967)      347,918
          Cash and cash equivalents at beginning
           of the quarter                           6,023,095     2,496,572
          Cash and cash equivalents at end of the
          quarter                                  $2,694,128    $2,844,490

            See accompanying notes to Consolidated Financial Statements.



                      JB Oxford Holdings, Inc. and Subsidiaries
                     Notes To Consolidated Financial Statements
                                     (Unaudited)


          Note 1.        Company's Quarterly Report Under Form 10-Q

          In the opinion of Management, the accompanying unaudited
          financial statements contain all adjustments (all of which are
          normal and recurring in nature) necessary to present fairly the
          financial statements of JB Oxford Holdings, Inc. and subsidiaries
          (the "Company") for the periods presented.  The accompanying
          financial information should be read in conjunction with the
          Company's 1999 Annual Report on Securities and Exchange
          Commission ("SEC") Form 10-K.  Footnote disclosures that
          substantially duplicate those in the Company's Annual Report on
          Form 10-K, including significant accounting policies, have been
          omitted.

          Two of the Company's subsidiaries, JB Oxford & Company
          ("JBOC") and Stocks4Less, Inc. ("S4L"), are consolidated in the
          quarterly financial information as of March 31, 2000 and March
          27, 1999 because the last settlement Friday of each month is
          consistently treated as month end. Accordingly, this is reflected
          in the consolidated financial statements of the Company.  The
          operations of S4L were consolidated into the on-line division of
          JBOC in December 1998.

          Note 2.        Allowance for Doubtful Accounts

          In the first quarter 1999, the Company deducted various
          receivable items from the allowance for doubtful accounts.  These
          receivable items were being carried in an inactive subsidiary,
          Reynolds Kendrick Stratton, Inc., and had been specifically
          reserved for in prior years.

          Note 3.   Deferred Income Taxes

          Deferred income taxes are recorded at the amount Management
          believes to be realizable.  No valuation allowance has been
          recorded, as Management believes the deferred income taxes will
          be realized through future profits of the Company.

          Note 4.        Earnings Per Share

          The following table reconciles the numerators and
          denominators of the basic and diluted earnings per share
          computation:
                                                     For The Three Months
                                                        Ended March 31,
                                                        2000       1999

          Basic Earnings Per Share
           Net income                                $4,555,496  $3,703,100
           Income available to common stockholders
            (numerator)                              $4,555,496  $3,703,100
           Weighted average common shares
            outstanding (denominator)                14,384,186  14,154,338

           Basic Earnings Per Share                       $0.32       $0.26



                                                     For The Three Months
                                                        Ended March 31,
                                                        2000       1999

          Diluted Earnings Per Share
           Net income                                $4,555,496  $3,703,100
           Interest on convertible debentures, net
            of income tax                                72,952      74,635
           Income available to common stockholders
            plus assumed conversions (numerator)     $4,628,448  $3,777,735
           Weighted average common shares
            outstanding                              14,384,186  14,154,338
           Weighted average options outstanding       2,018,500   2,216,778
           Weighted average convertible debentures    7,740,994   8,750,467
           Stock acquired with option proceeds         (404,476)   (492,407)
           Weighted average common shares and
            assumed conversions outstanding
            (denominator)                            23,739,204  24,629,176

           Diluted Earnings Per Share                     $0.19       $0.15

          Options to purchase 553,500 shares of common stock at March
          31, 2000, were not included in the computation of diluted
          earnings per share because the options' exercise price was
          greater then the average market price of the common share during
          the period.  The options carry exercise prices ranging from $0.63
          to $9.00 at March 31, 2000 and $0.63 to $2.32 at March 31, 1999.
          The options at March 31, 2000 expire at various dates through
          November 3, 2009.

          Note 5.        Related Party Transactions

          In February 1999, Hareton Sales & Marketing, Inc.
          ("Hareton"), the holder of $502,615 in face value of 9% Senior
          Secured Convertible Notes, exercised its right to convert this
          debt into common stock of the Company.  The Company issued
          718,021 shares of common stock in full satisfaction of this debt.

          In February 1999, the Company established the JB Oxford
          Revocable Government Trust (the "Trust") to purchase common stock
          of the Company.  Third Capital Partners, LLC serves as trustee of
          the Trust, without compensation.  Christopher L. Jarratt, the
          Company's Chairman, is the Chief Manager and Chief Executive
          Officer, and Mark D. Grossi, a member of the Company's Board of
          Directors, is a member, of Third Capital Partners.  The Company
          loaned the Trust $586,915, which the Trust used to purchase
          469,540 shares of the Company's Common Stock for an average price
          of $1.25 per share.  Pursuant to the terms of the Trust, Third
          Capital Partners has the right to vote the shares held by the
          Trust, but has no right to dispose of them except upon
          termination of the Trust.  The Trust will terminate on February
          18, 2001, or, if sooner, the completion of the investigation
          relating to the Company being conducted by the federal
          government.  See Note 7, "Contingent Liabilities," to the
          financial statements for a description of the investigation.
          Concurrent with the transaction, the Company relinquished its
          right of first refusal as to any remaining shares held by Felix
          Oeri and Oeri Finance, Inc.; and Oeri Finance, Inc. forgave
          $728,125 in demand debt owed by the Company.  Subsequently, Oeri
          Finance, Inc., Felix Oeri and Hareton filed 13D Statements with
          the SEC indicating ownership of less than 5% of the Company's
          stock.

          A subordinated loan agreement, payable to Oeri Finance,
          Inc., matured on March 31, 1999 in the amount of $1,000,000.  The
          Company has decided to delay payment on the debt in light of the
          ongoing federal investigation (see Note 7, "Contingent
          Liabilities").  The Company has reclassified the $1,000,000
          subordinated loan to notes payable.

          Note 6.        Regulatory Requirements

          JBOC is subject to Rule 15c3-1 of the Securities Exchange
          Act of 1934, as amended, which requires the maintenance of
          minimum net capital.  JBOC has elected to use the alternative
          method permitted by the rule, which requires it to maintain
          minimum net capital, as defined, equal to the greater of $250,000
          or two percent of aggregate debit balances arising from customer
          transactions, as defined.  The rule also provides, among other
          things, for a restriction on the payment of cash dividends,
          payments on subordinated borrowings or the repurchase of capital
          stock if the resulting excess net capital would fall below five
          percent of aggregate debits.

          At March 31, 2000, JBOC had net capital of $33,572,116,
          which was $20,830,178 in excess of the minimum amount required.
          At December 31, 1999, JBOC had net capital of $27,491,404, which
          was $18,699,718 in excess of the minimum amount required.

          Cash is segregated in special reserve bank accounts for the
          exclusive benefit of customers under Rule 15c3-3 of the
          Securities Exchange Act of 1934, as amended.  Included in the
          special reserve bank account are securities purchased under
          agreements to resell on an overnight basis in the amount of
          $2,432,493 and $27,142,338 at March 31, 2000 and December 31,
          1999 respectively.  Securities purchased are U.S. Treasury
          instruments having a market value of approximately 102% of cash
          tendered.

          Note 7.        Contingent Liabilities

          The Company and/or its subsidiaries are defendants in
          several lawsuits and arbitrations the most significant of which
          follows:

          On February 14, 2000, the Company reached a settlement with
          the Los Angeles office of the United States Attorney's Office
          (the "USAO") in the USAO's investigation of the Company's prior
          management.  While the Company maintains its innocence, it has
          agreed to pay a total of $2,000,000 over three years to settle
          the USAO matter and to reimburse the USAO for the substantial
          expense associated with the two and a half-year investigation.
          The Company does not believe that current management was the
          subject of the investigation and the USAO did not bring charges
          against the Company.  The Company paid $500,000 of the settlement
          amount in the first quarter of 2000 and the remainder will be
          paid in equal annual installments over three years.  While the
          settlement brings a resolution to the USAO's investigation, the
          investigation by the SEC remains ongoing.  Management continues
          to cooperate with the SEC and is hopeful that this investigation
          will be settled, but can make no assurance as to if or when it
          might be resolved.  If on or before February 14, 2001 the Company
          enters into a settlement with the SEC that involves a payment of
          $1,000,000 or more to the SEC, the USAO has agreed that the
          Company's obligation to the USAO would be reduced by  $500,000.


            Note 8.      Supplemental Disclosures of Cash Flow Information

                                                For the Three Months Ended
                                                         March 31,

                                                    2000           1999

           Supplemental Disclosures of Cash Flow
            Information
             Cash paid during the quarter for:
               Interest                         $5,437,874     $3,283,373
               Income taxes                        120,500        746,400

          Supplemental disclosure of non-cash investing and financing
          activities: Hareton, the holder of $502,615 in face value of
          convertible debentures, converted this debt to common stock during
          the first quarter 1999.  In February 1999, the Company executed an
          agreement with Oeri Finance, Inc. that resulted in the
          forgiveness of notes payable to shareholders in the amount of
          $728,125, which is included in net income during the period.
          Additionally, the Company reclassified a subordinated borrowing
          to loans from shareholders in the amount of $1,000,000 in 1999.

          Note 9.        Comprehensive Income

          Comprehensive income (as defined by Statement of Financial
          Accounting Standards No. 130) is the change in the Company's
          equity during the period from transactions and events other than
          those resulting from investments by, and distributions to owners.
          Net income is the only component of comprehensive income recorded
          by the Company for the periods presented.  Therefore, all
          elements of comprehensive income are presented in the statement
          of operations.


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

          Special Note Regarding Forward-Looking Statements

          Certain statements in this Quarterly Report on Form 10-Q,
          particularly under Items 2 and 3, constitute "forward-looking
          statements" within the meaning of the Private Securities
          Litigation Reform Act of 1995.  These forward-looking statements
          involve known and unknown risks, uncertainties, and other factors
          which may cause the actual results, performance, or achievements
          of the Company to be materially different from any future
          results, performance, or achievements, expressed or implied by
          such forward-looking statements.  See "Risk Factors," below.

          Business Overview

          JB Oxford Holdings, Inc. (together with its consolidated
          subsidiaries, the "Company"), through its wholly-owned
          subsidiaries, is engaged in the business of providing brokerage
          and related financial services to retail customers and broker-
          dealers nationwide.  The Company's primary subsidiary is JB
          Oxford & Company ("JBOC"), a registered broker-dealer offering
          the following services: (1) discount and electronic brokerage
          services to the investing public; (2) clearing and execution
          services to correspondents on a fully-disclosed basis; and (3)
          acting as a market maker in NASDAQ National Market System, New
          York Stock Exchange ("NYSE") and other national exchange listed
          securities.

          Discount and Electronic Brokerage Services

          JBOC provides a full line of brokerage services and products to
          customers, including the ability to buy and sell securities,
          security options, mutual funds, fixed income products, annuities
          and other investment securities. The Company continues to upgrade
          and improve its brokerage technologies in order to provide its
          customers with the resources necessary to conveniently and
          economically execute securities transactions and access related
          financial information.  In addition to its trading capabilities,
          the Company's Internet site (www.jboxford.com) currently provides
          market quotes, charts, company research, and customer account
          information, such as cash balances, portfolio balances and
          similar information.

          Management believes that the Company can continue to grow its
          discount and electronic brokerage division in 2000 due to its
          ability to provide high quality, flexible, and customer-sensitive
          responses and services.  The Company continually upgrades
          computer systems and services within each of its divisions to
          utilize and take advantage of the most recent technological
          developments.

          Clearing and Execution Services

          JBOC is self-clearing and provides clearing and execution
          services to independent broker-dealers. The clearing business
          offers a high return on capital, and management believes that by
          careful selection and monitoring of the Company's correspondents,
          this business segment will remain profitable.

          Market Making Activities

          In order to facilitate the execution of security transactions for
          its own customers and the customers of its correspondents, JBOC
          acts as a market maker for approximately 750 public corporations
          whose stocks are traded on the NASDAQ National Market System,
          NYSE or other national exchanges. The Company's market making
          activities concentrate on the execution of unsolicited
          transactions for customers and are required to be in compliance
          with the rules of the National Association of Securities Dealers,
          Inc. ("NASD") regarding best execution.

          Results of Operations Revenues

          The Company's total revenues were $34,493,672 in the first
          quarter 2000, an increase of 50% from $22,993,599 in the first
          quarter of 1999.  The primary reason for the increase was a rise
          in commission revenue of 95% to $15,087,163 in the current
          quarter from $7,740,032 in the first quarter of 1999.
          Additionally, interest revenue increased 75% to $10,323,455 in
          the first quarter of 2000 from $5,905,447 in the first quarter of
          1999.  Trading profits increased 35% to $5,434,825 in the first
          quarter of 2000 from $4,021,691 in the first quarter of 1999.

          Commission revenue was the largest single source of revenue to
          the Company during the comparable periods, consisting of 44% for
          the first quarter 2000 and 34% for the first quarter of 1999.
          For 2000, the Company anticipates increased commission revenue as
          the Company experiences growth in its discount and on-line
          brokerage divisions and as these revenues track the overall
          growth in trading volume experienced during recent years.

          The changes in interest revenues are consistent with usual
          fluctuation of debit balances in brokerage margin accounts as
          well as changes in broker-call rates on which the interest
          charged to customers is calculated.  The rise in margin balances
          has been the most significant factor for the increase.  Net
          interest income increased 82% from $2,644,385 in the first
          quarter 1999 to $4,824,281 in the first quarter 2000.

          The increase in trading profits resulted from an increase in
          volume from the Company's discount and on-line brokerage
          operations. Management anticipates additional growth in trading
          profits for 2000.

          Clearing and execution revenues decreased $1,848,605 or 36% to
          $3,277,087 in the first quarter 2000 compared to $5,125,692 in
          the first quarter of 1999.  The decrease represents the decrease
          in day trades cleared by the Company.  This decrease is primarily
          the result of an office of a correspondent broker-dealer moving
          its business to another clearing firm.

          Expenses

          Expenses totaled $26,508,176 for the first quarter of 2000, an
          increase of 51% from $17,508,166 in the first quarter of 1999.
          The increase in expenses since 1999 is primarily a result of the
          growth in the Company's discount and on-line brokerage divisions.
          Many of the Company's expenses, including commission expense,
          interest expense, and data processing charges are directly
          related to commission revenues, interest revenues and trading
          revenues, which are all up from the first quarter of 1999.  Data
          processing expense increased 11% to $2,679,040 in the first
          quarter of 2000 from $2,411,433 in the first quarter of 1999.
          This increase is the result of growth in commission and trading
          volumes.

          Operating expenses increased slightly as a percent of total
          revenues from 76% in the first quarter of 1999 to 77% in the
          first quarter of 2000.  Commission expense increased by 112% in
          the first quarter of 2000 to $6,048,695 from $2,852,582 in the
          first quarter of 1999.  Interest expense increased 69% to
          $5,499,194 in the first quarter of 2000 from $3,261,062 in the
          first quarter of 1999. These increases are in line with the
          revenue increases discussed above, where commission revenue
          increased 95% and interest revenue increased 75%.

          Promotional expenses increase $1,180,203 or 147% to $1,983,545 in
          the first quarter of 2000 from $803,342 in the first quarter of
          1999.  These costs have increased as management has increased
          name recognition through various print and television ads.

          Management continues to examine ways to contain costs and improve
          efficiencies.  Total expenses for the first quarter 2000 were 77%
          of revenues. Total expenses were 83%, 98%, and 96% of total
          revenues during the years ended 1999, 1998, and 1997,
          respectively.


          Extraordinary Item

          In February 1999, the Company executed an agreement with Oeri
          Finance, Inc. that resulted in the forgiveness of notes payable
          to shareholders in the amount of $728,125, which is included in
          net income ($436,875 net) and has been reflected as an
          extraordinary item during 1999.

          Liquidity and Capital Resources

          The Company finances its growth through the use of funds
          generated from the business operations of its subsidiaries,
          mainly JBOC.  Additionally, JBOC has established
          omnibus/financing accounts and lines of revolving credit with
          other broker-dealers and banking institutions with an aggregate
          borrowing limit approximating $140,000,000; at March 31, 2000 the
          Company had accessed $75,000,000 of these credit lines.  Further,
          the Company has available stock loan financing when necessary.
          Amounts borrowed bear interest at a fluctuating rate based on the
          broker call and prime rates.

          The majority of the Company's corporate assets at March 31, 2000,
          were held by its subsidiary, JBOC, and consisted of cash or
          assets readily convertible to cash.  The Company's statement of
          financial condition reflects this largely liquid financial
          position.  Receivables with other brokers and dealers primarily
          represent current open transactions that typically settle within
          a few days, or stock borrow-and-loan transactions where the
          contracts are adjusted to market values daily.  Additionally,
          JBOC is subject to the requirements of the NASD and the SEC
          relating to liquidity, net capital standards and the use of
          customer cash and securities.  See Note 6, "Regulatory
          Requirements," to the financial statements for regulatory
          requirements of the Company.

          The Company currently anticipates that its cash resources and
          available credit facilities will be sufficient to fund its
          expected working capital and capital expenditure requirements for
          the foreseeable future.  However, in order to more aggressively
          expand its business, respond to competitive pressures, develop
          additional products and services, or take advantage of strategic
          opportunities, the Company may need to raise additional funds.
          If funds are raised through the issuance of equity securities, or
          securities which are convertible into equity securities, the
          Company's existing shareholders may experience additional
          dilution in ownership percentages or book value.  Additionally,
          such securities may have rights, preferences and privileges
          senior to those of the holders of the Company's common stock.  If
          such funds are needed, there can be no assurance that additional
          financing will be available or whether it will be available on
          terms satisfactory to the Company.

          Liquidity at March 31, 2000
          The Company's cash position decreased during the first quarter of
          2000 by $3,328,967 to $2,694,128.  This compares with a net
          increase in cash and cash equivalents of $347,918 in the first
          quarter of 1999.  The fluctuation in the Company's cash position
          is impacted by the settlement cycles of the business, which
          relate directly to the cash provided from or used in operations.

          In February 1999, Hareton Sales & Marketing, Inc. ("Hareton"),
          the holder of $502,615 in face value of 9% Senior Secured
          Convertible Notes, exercised its right to convert this debt into
          common stock of the Company and the Company issued 718,021 shares
          of common stock in full satisfaction of this debt.

          In February 1999, the Company established the JB Oxford Revocable
          Government Trust (the "Trust") to purchase common stock of the
          Company.  Third Capital Partners, LLC serves as trustee of the
          Trust, without compensation.  Christopher L. Jarratt, the
          Company's Chairman, is the Chief Manager and Chief Executive
          Officer, and Mark D. Grossi, a member of the Company's Board of
          Directors, is a member, of Third Capital Partners.  The Company
          loaned the Trust $586,915, which the Trust used to purchase
          469,540 shares of the Company's Common Stock for an average price
          of $1.25 per share.  Pursuant to the terms of the Trust, Third
          Capital Partners has the right to vote the shares held by the
          Trust, but has no right to dispose of them except upon
          termination of the Trust.  The Trust will terminate on February
          18, 2001, or, if sooner, the completion of the investigation
          relating to the Company being conducted by the federal
          government.  See Note 7, "Contingent Liabilities," to the
          financial statements for a description of the investigation.
          Concurrent with the transaction, the Company relinquished its
          right of first refusal as to any remaining shares held by Felix
          Oeri and Oeri Finance, Inc.; and Oeri Finance, Inc. forgave
          $728,125 in demand debt owed by the Company.  Subsequently, Oeri
          Finance, Inc., Felix Oeri and Hareton filed 13D Statements with
          the SEC indicating ownership of less than 5% of the Company's
          stock.

          A subordinated loan agreement, payable to Oeri Finance, Inc.,
          matured on March 31, 1999 in the amount of $1,000,000.  The
          Company has decided to delay payment on the debt in light of the
          ongoing federal investigation (see Note 7, "Contingent
          Liabilities," to the financial statements).  The Company has
          reclassified the $1,000,000 subordinated loan to notes payable.

          Cash Flows From Operating Activities

          Net cash used in operating activities was $78,000,338 for the
          first quarter of 2000, compared to cash of $1,230,931 provided
          from operations during the first quarter of 1999.  The Company's
          net cash provided by or used in operating activities is impacted
          by changes in the brokerage-related assets and liabilities of
          JBOC.

          During the first quarter of 2000, the most significant use of
          cash was the increase in receivables from customers of
          $202,244,378.  This use of cash was funded in part by the
          increase in stock loans, which is reflected in the increase of
          payables to broker-dealers and clearing organizations of
          $93,799,397. The additional use of cash was also financed through
          a decrease in cash segregated under federal and other regulations
          of $21,357,898, and the short term loans discussed below under
          "Cash Flows From Financing Activities."

          Cash Flows Used In Investing Activities

          The net cash used in investing activities during the first
          quarter of 2000 was $521,711 compared with $117,830 during the
          same quarter of 1999.  These cash uses are a direct result of
          capital expenditures made by the Company during these periods.
          The Company's requirement for capital resources is not material
          to the business as a whole.  The Company presently has no plans
          to open additional offices and no significant commitments for
          capital expenditures.

          Cash Flows From Financing Activities

          Financing activities provided cash of $75,193,082 in the first
          quarter of 2000, compared to $765,183 cash used in financing
          activities in the first quarter of 1999. The primary source of
          cash provided was an increase of $75,198,831 on short term loans.
          These loans are used to finance the growth in the receivables
          from customers and are secured by securities held in the
          customers accounts.

          Recent Accounting Pronouncements

          The Financial Accounting Standards Board (FASB) issued Statement
          of Financial Accounting Standards No. 133, "Accounting for
          Derivative Instruments and Hedging Activities" ("SFAS 133"), as
          amended by SFAS No. 137, "Accounting for Derivative Instruments
          and Hedging Activities-Deferred of the Effective Date of FASB
          Statement No. 133."  The Company is required to and will
          implement the provision of this new standard on January 1, 2001.
          SFAS 133 establishes accounting and reporting standards requiring
          that every derivative instrument be recorded in the Statement of
          Financial Condition as either an asset or as a liability measured
          at is fair value and that changes in the fair value be recognized
          currently in the statement of operations unless specific hedge
          accounting criteria are met.  The Company has not yet quantified
          the impact of adopting SFAS 133 on its financial statements but
          does not believe it will have a material effect on the Company's
          financial position or results of operations.

          Risk Factors

          In accordance with "plain English" guidelines provided by the
          SEC, the Risk Factors have been written in the first person.

          You should carefully consider the risks described below and in
          the Company's Form 10-K for the year ended December 31, 1999
          before making an investment decision in the Company.  These risks
          include:

          . the fact that the business is rapidly evolving;
          . the market for discount and electronic brokerage services is
            at an early stage of development;
          . the U.S. securities markets are subject to rapid and
            significant fluctuation;
          . our clearing operations expose us to risks that exceed the
            simple risk of loss of business;
          . possible delays in the introduction of new services and
            products;
          . competition;
          . government regulation;
          . net capital requirements;
          . systems failures; and
          . stock price volatility.

          These risks and uncertainties are not the only ones facing the
          Company and there may be additional risks that we do not
          presently know of or that we currently deem immaterial.  All of
          these risks may impair the Company's operations.  This document
          also contains forward-looking statements that involve risks and
          uncertainties and actual results may differ materially from the
          results we discuss in the forward-looking statements.  If any of
          the risks actually occur, our business, financial condition or
          results of operations could be materially adversely affected.  In
          that case, the trading price of our stock could decline, and you
          may lose all or part of your investment.

          Item 3.        Quantitative and Qualitative Disclosures About
          Market Risk

          Market Risk Disclosures

          The following discussion about the Company's market risk
          disclosures involves forward-looking statements.  Actual results
          could differ materially from those projected in these forward-
          looking statements.  See Item 2 "Management's Discussion and
          Analysis of Financial Condition and Results of Operations -
          Special Note Regarding Forward-Looking Statements" above.  The
          Company is exposed to market risk related to changes in interest
          rates and equity security price risk.  The Company does not have
          derivative financial instruments for speculative or trading
          purposes.

          Retail broker-dealers with clearing operations, such as the
          Company, are exposed to risks that exceed the simple risk of loss
          of business due to the loss of retail customers and/or
          correspondents.  Broker-dealers engaged in clearing operations
          for other correspondent broker-dealers are exposed to losses
          beyond the loss of business in the event that the correspondent
          fails.  These risks result where the total assets, securities
          held in inventory, and cash of the failed correspondent are
          insufficient to cover the unpaid customer debits, together with
          losses which may be generated in the correspondent's trading
          account.  The Company has established procedures to review a
          correspondent's inventory and activities in an effort to prevent
          such losses in the event of a correspondent's failure.

          Areas outside the control of the Company which affect the
          securities market, such as severe downturns or declines in market
          activity, may cause substantial financial exposure.  This is
          particularly true with regard to the receivables that are carried
          in customers' margin accounts.  A significant decline in market
          value may decrease the value of securities pledged in the margin
          accounts to a point that the margin loans would exceed such
          value.  While the Company is authorized to liquidate the
          securities and to utilize the correspondent's account balances to
          cover any shortfall, in a worst case scenario, such collateral
          may not be sufficient to cover all losses.

          Interest Rate Sensitivity and Financial Instruments

          For its working capital and reserves that are required to be
          segregated under federal or other regulations, the Company
          invests primarily in U.S. Treasury securities under agreements to
          resell.  These agreements have maturity dates ranging from one to
          seven days, and do not present a material interest rate risk.

          Equity Price Risk

          JBOC acts as a market maker for approximately 750 public
          corporations whose stocks are traded on the NASDAQ National
          Market System, NYSE or other national exchanges. The Company
          selects companies in which it makes a market based on a review of
          the current market activity, and also to facilitate trading
          activity of its own and correspondent's clients.  Market making
          may result in a concentration of securities which may expose the
          Company to additional risk; however, the Company does not
          maintain an inventory of equity securities.


                             PART II - OTHER INFORMATION

          Item 1.        Legal Proceedings

          The Company and its subsidiaries are a party to a number of
          pending legal or administrative proceedings, including suits
          involving various customers that allege damages arising as a
          result of brokerage transactions by the Company.  All of the
          legal and administrative proceedings have arisen in the ordinary
          conduct of its business.  Those that may have a significant
          impact on the Company have been disclosed in previous filings.
          See also Note 7, "Contingent Liabilities," to the financial
          statements for a discussion regarding the federal investigation.

          Item 2.        Changes in Securities and Use of Proceeds

          There has been no material modification of ownership rights of
          securities holders.  Certain subsidiary companies, as part of
          their normal broker-dealer activities, have minimum capital
          requirements imposed by regulatory agencies.  See Note 6,
          "Regulatory Requirements," to the financial statements.  These
          requirements may restrict the payment of dividends.

          Item 6.   Exhibits and Reports on Form 8-K

          On February 17, 2000, the Company filed with the SEC a Report on
          Form 8-K, dated February 14, 2000, relating to the Company's
          settlement with the United States Attorney's Office for the
          Central District of California.

          Pursuant to the requirements of the Securities Exchange Act
          of 1934, JB Oxford Holdings, Inc. has duly caused this report to
          be signed on its behalf by the undersigned thereunto duly
          authorized.



          JB Oxford Holdings, Inc.

          /s/ Michael J. Chiodo

          Michael J. Chiodo
          Chief Financial Officer


          May 12, 2000