UNITED STATES[JO1]
                       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, 1995
                                   OR
[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
    For the transition period from                to
                                   --------------    ---------------
                     Commission File Number 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 ID No.)
 9665 Wilshire Blvd., Suite 300;  Beverly    90212
 Hills, California
 (Address of principal executive offices)    (Zip Code)
 Registrant's telephone number, including    (310) 777-8888
 area code

 Securities registered pursuant to Section   None
 12(b) of the Act:
 Securities registered pursuant to Section   Common stock, $0.01 par
 12(g) of the Act:                           value 8,655,272 shares
                                             outstanding at November 3,
                                             1995
 Name of each exchange on which registered   NASDAQ

   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
                                                               -----

   The aggregate market value of the voting stock held by non-affiliates
of the registrant at November 3, 1995 was approximately $23,554,021, such
amount computed as the average bid and asked prices of stock as of
November 3, 1995.


                         PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

                   JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                          September 30,     December 31,
                                               1995             1994
                                           (Unaudited)
ASSETS:                                  --------------   --------------
Cash and cash equivalents                $    1,449,171   $      156,984
Cash and cash equivalents segregated
 under federal and other regulations             34,968        9,669,533
Receivable from broker/dealers and
 clearing organizations
 (Net of allowance for doubtful accounts
 of $2,103,802 and $2,103,802)               16,038,794       16,492,065
Receivable from customers
 (Net of allowance for doubtful accounts
 of $4,097,694 and $4,119,204)              195,765,248       54,685,994
Other receivables
 (Net of allowance for doubtful accounts
 of $1,979,793 and $1,815,014)                1,510,357          636,730
Securities owned - at market value            4,372,568        1,467,545
Furniture, equipment and leasehold
 improvements (At cost - less accumulated
 depreciation of $1,792,882 and
 $1,472,158)                                  1,666,806        1,381,386
Income taxes refundable                              --          359,000
Deferred income taxes
 (Net of valuation allowance of
 $1,615,618 and $1,615,618)                   1,374,652        1,774,652
Other assets                                    814,972          909,557
                                         --------------   --------------

TOTAL ASSETS                             $  223,027,536   $   87,533,446
                                         ==============   ==============

          See accompanying notes to Consolidated Financial Statements.


                   JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                          September 30,     December 31,
                                               1995             1994
                                           (Unaudited)
                                         --------------   --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
 LIABILITIES:
  Payable to broker/dealers and clearing $   29,912,798   $   10,926,802
   organizations
  Payable to customers                      168,647,396       55,030,181
  Securities sold not yet purchased - at      2,825,296          160,760
   market value
  Accounts payable and accrued                5,778,334        4,006,078
   liabilities
  Income taxes payable                          964,000               --
  Notes payable                               2,535,282       13,917,802
  Loans from stockholders                     4,672,853        4,090,905
  Loans subordinated to the claims of         2,000,000               --
                                         --------------   --------------
   general creditors
 TOTAL LIABILITIES                          217,335,959       88,132,528
                                         --------------   --------------

 COMMITMENTS AND CONTINGENT LIABILITIES
 STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock ($.01 par value
   100,000,000 shares authorized
   8,655,205 shares issued and
   outstanding at September 30, 1995 and         
   6,432,983 shares issued and  
   outstanding at December 31, 1994)             86,552           64,330
  Convertible preferred stock ($10 par
   value 200,000 shares issued and        
   outstanding at September 30, 1995)         2,000,000               --  
  Additional paid-in capital                  9,447,296        7,525,074
  Accumulated deficit                        (5,842,271)      (8,188,486)
                                         --------------   --------------
 TOTAL STOCKHOLDERS' EQUITY (DEFICIT)         5,691,577         (599,082)
                                         --------------   --------------
 TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                 $  223,027,536   $   87,553,446
                                         --------------   --------------

          See accompanying notes to consolidated financial statements


                   JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

                                             For the nine months ended
                                                   September 30
                                               1995             1994
                                         ---------------  ---------------
REVENUES:
 Clearing and execution                  $    10,893,443  $     8,073,452
 Trading profit (loss)                         3,359,662       (1,567,120)
 Commission                                    5,665,536        3,150,974
 Valuation                                            --        1,236,319
 Interest                                      4,978,722        2,364,419
 Other                                           898,861        1,602,804
                                         ---------------  ---------------

 Total revenues                               25,796,224       14,860,848
                                         ---------------  ---------------

EXPENSES:
 Employee compensation                         3,807,451        5,088,673
 Commission expense                            3,288,372        2,064,989
 Clearing and floor brokerage                  2,005,213        1,915,419
 Communications                                2,192,567        1,925,417
 Occupancy and equipment                       1,496,628        1,439,147
 Interest                                      3,100,667        1,212,814
 Data processing charges                       2,161,247        1,768,342
 Professional services                         1,541,181        2,690,512
 Promotional                                   1,245,901          949,896
 Bad debts                                       242,275        1,006,262
 Other operating expenses                        804,507          956,614
                                         ---------------  ---------------

 Total expenses                               21,886,009       21,018,085
                                         ---------------  ---------------

 Income (loss) before income taxes             3,910,215       (6,157,237)
 Income tax provision (benefit)                1,564,000       (2,155,000)
                                         ---------------  ---------------

 NET INCOME (LOSS)                       $     2,346,215  $    (4,002,237)
                                         ===============  ===============

 Primary earnings per share                         0.27            (0.69)
 Fully diluted earnings per share                   0.23            (0.69)
 Weighted average number of shares of
  common stock and common stock
  equivalents                                  8,756,238        6,091,067

          See accompanying notes to Consolidated Financial Statements.


                   JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

                                            For The Three Months Ended
                                                   September 30
                                               1995             1994
                                         ---------------  ---------------
REVENUES:
 Clearing and execution                  $     4,853,582  $     2,234,461
 Trading profits                               1,592,983       (1,607,915)
 Commissions                                   2,700,459          253,679
 Valuation                                            --          345,460
 Interest                                      2,307,736          850,574
 Other                                           458,063          968,764
                                         ---------------  ---------------
 Total Revenues                               11,912,823        3,045,023
                                         ---------------  ---------------

EXPENSES:
 Employee compensation                         1,371,085        1,753,061
 Commission expense                            1,570,858           70,640
 Clearing and floor brokerage                    887,078          487,310
 Communications                                  898,896          554,212
 Occupancy                                       766,043          475,963
 Interest                                      1,270,503          427,474
 Data processing charges                         811,904          539,157
 Professional services                           848,807          980,029
 Promotional                                     478,843          490,307
 Bad debts                                       155,553          843,763
 Other operating expenses                        362,449          365,488
                                         ---------------  ---------------
 Total Expenses                                9,422,019        6,987,404
                                         ---------------  ---------------
 Income (loss) before income taxes             2,490,803       (3,942,381)
 Income tax provision (benefit)                  996,000       (1,382,000)
                                         ---------------  ---------------
 NET INCOME (LOSS)                       $     1,494,804  $    (2,560,381)
                                         ===============  ===============

 Primary earnings per share                         0.13            (0.42)
 
 Fully diluted earnings per share                   0.10            (0.42)
 Weighted average number of shares of
  common stock and common stock
  equivalents                                 11,633,172        6,091,067

          See accompanying notes to Consolidated Financial Statements.


                   JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                             For The Nine months Ended
                                                   September 30
                                               1995             1994
                                         ---------------  ---------------
Increase (decrease) in cash and cash
equivalents:
Cash flows from operating activities:
 Net income (loss)                       $    2,346,215   $   (4,002,237)
 Adjustments to reconcile net income
  (loss) to cash provided by operating
  activities:
 Depreciation and amortization                  327,037          285,457
 Deferred rent                                    1,877          273,825
 Provision for bad debts                        242,275        1,003,354
 Gain recognized in the sale of                      --           67,726
 subsidiary (Note 12)
 Changes in assets and liabilities:
  Cash segregated under federal and           9,634,565       (5,537,577)
    other regulations
  Receivable from broker/dealers and            453,271      (10,626,685)
    clearing organizations
  Receivable from customers                (141,057,743)      10,981,870
  Other receivables                          (1,137,413)      (1,266,242)
  Securities owned                           (2,905,023)      (2,697,588)
  Other assets                                   88,269          (82,382)
  Payable to broker/dealers and clearing     18,985,996        2,332,447
    organizations
  Payable to customers                      113,617,215       19,348,714
  Securities sold not yet purchased           2,664,536          626,125
  Accounts payable and accrued                1,770,381         (574,423)
    liabilities
  Income taxes payable/receivable             1,723,000       (1,866,593)
                                         --------------   --------------

Net cash provided by operating activities     6,754,458        8,265,791
                                         --------------   --------------

Cash flows from investing activities:
 Capital expenditures                          (606,143)        (411,503)
 Sale of subsidiary                                  --          (73,840)
                                         --------------   --------------

Net cash used in investing activities          (606,143)        (485,343)
                                         --------------   --------------

Cash flows from financing activities:
 Payments on notes payable                     (154,661)        (155,649)
 Short term borrowing                       (11,227,859)     (10,364,825)
 Subordinated loans                           2,000,000               --
 Loans from stockholders                      2,581,948        1,155,000
 Issuance of stock                                   --        1,000,000
 Exercise of warrants                         1,944,444               --
                                         --------------   --------------

Net cash used in financing activities        (4,856,128)      (8,365,474)
                                         --------------   --------------

Net increase (decrease) in cash and cash      1,292,187         (585,026)
equivalents
Cash and cash equivalents at beginning of       156,984          613,062
 period                                  --------------   --------------
Cash and cash equivalents at end of
 period                                  $    1,449,171   $       28,036
                                         --------------   --------------

          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

     The accompanying financial information should be read in conjunction with
the Company's 1994 Annual Report on Form 10-K.  Footnote disclosures that
substantially duplicate those in the Company's Annual Audited Report on Form 10-
K, including significant accounting policies, have been omitted.

NOTE 2.   EARNINGS (LOSS) PER COMMON SHARE

     Earnings per common share for the periods presented have been computed
based upon the weighted average number of shares outstanding.  Fully diluted
earnings per share are presented because of the dilutive effect of the
convertible debentures.

NOTE 3.   RECEIVABLE FROM AND PAYABLE TO BROKER/DEALERS AND CLEARING
          ORGANIZATIONS

     Amounts receivable from and payable to broker/dealers and clearing
organizations result from the Company's normal trading activities and consist of
the following:

                                         September 30,     December 31,
                                              1995             1994
                                          (Unaudited)
                                         ---------------  ---------------
Receivable:
 Securities borrowed                    $    15,376,338  $    15,682,300
 Securities failed to deliver                   662,456           51,030
 Net settlements with clearing
  organizations
                                                     --          758,735
                                        ---------------  ---------------

                                        $    16,038,794  $    16,492,065
                                        ===============  ===============

Payable:
 Securities failed to receive           $       933,889  $       809,744
 Securities loaned                           20,134,267        9,849,000
 Correspondents                               6,771,068          268,058
 Omnibus accounts and net settlements
  with clearing organizations
                                              2,073,574               --
                                        ---------------  ---------------

                                        $    29,912,798  $    10,926,802
                                        ===============  ===============

     Securities failed to deliver and failed to receive represent the contract
value of securities that have not been delivered or received subsequent to
settlement date.  At September 30, 1995 and at December 31, 1994, there were no
significant differences between the contract and market value of the underlying
securities.

     The receivable from clearing organizations represents failed to deliver and
failed to receive on a continuous net settlement basis.  All open positions are
adjusted to market daily.

     Securities borrowed and securities loaned represent deposits made or
received from other broker/dealers and relate to securities failed to deliver or
failed to receive transactions.  The Company also participates in the lending
and borrowing of securities other than those of customers.  All open positions
are adjusted to market values weekly.  These deposits approximate the market
value of the underlying securities.

     The Company clears security transactions for correspondent broker/dealers.
Settled securities and related transactions for these correspondents are
included in Payable to Correspondents.

NOTE 4.   RECEIVABLE FROM AND PAYABLE TO CUSTOMERS AND OTHERS

     Accounts receivable from and payable to customers include amounts due on
cash and margin transactions.  Securities owned by customers are held as
collateral for receivables.  Such collateral is not reflected in the financial
statements.

     Included in other receivables at September 30, 1995 and December 31, 1994
are judgment receivables of $50,000, which are net of amounts deemed to be
uncollectible.  Included in other assets at September 30, 1995 and December 31,
1994 are amounts receivable from officers totaling $88,515 and $10,610,
respectively.

NOTE 5.   NOTE PAYABLE

     JB Oxford & Company (``BOC'') maintains firm and customer financing
arrangements with an aggregate borrowing limit of $22,000,000.  Amounts loaned
bear interest at a fluctuating rate based on broker call and prime and are fully
collateralized by marketable securities.

     At September 30, 1995 and December 31, 1994 notes payable consist of the
following:
                                             Maximum       Average    Weighted
                                 Weighted    amount        amount     average
                                 average   outstanding   outstanding  interest
                    Balance at   interest  during the    during the     rate
                   end of period   rate      period        period      during
                                                                        the
                                                                       period
                   ------------- --------  ------------  -----------  -------- 
September 30, 1995
------------------

(Unaudited)
-----------

Collateralized by:
 Customer          $  2,238,856     7.5%  $  4,100,000  $ 1,909,000     7.5%
 securities
 Firm securities             --     -- %     1,000,000           --     8.5%
 Other                  296,426     9.5%       297,000      287,000     9.5%
                   ------------

                   $  2,535,282
                   ============

December 31, 1994
-----------------

Collateralized by:
 Customer          $ 12,480,662     7.8%  $ 12,481,000  $ 6,331,000     6.5%
 securities
 Firm securities        986,054     8.5%     2,030,000    1,471,000     7.1%
 Other                  451,086     9.5%       781,000      616,000     9.5%
                   ------------

                   $ 13,917,802
                   ============

NOTE 6.   LOANS FROM STOCKHOLDERS

     At September 30, 1995 and December 31, 1994 loans from stockholders consist
of the following:
                                       Interest
                            Balance     Rate
                          -----------  --------
September 30, 1995 (Unaudited)
------------------------------
 Demand debt             $       1,853     9%
 Convertible Debentures      4,671,000     9%
                         -------------
                         $   4,672,853
                         =============

December 31, 1994
-----------------
 Demand debt             $   3,500,000    11%
 Demand debt                   590,905     9%
                         -------------
                         $   4,090,905
                         =============

See Note 9 for further discussion of the convertible debentures.

NOTE 7.   LOANS SUBORDINATED TO THE CLAIMS OF GENERAL CREDITORS

     At September 30, 1995, loans subordinated to the claims of general
creditors totaled $2,000,000 which consists of four separate agreements each
with identical terms.  All the loans have a scheduled maturity date of March 31,
1998 and bear interest at the broker call rate plus 2%, not to exceed 9%.
Interest payments are due on the last day of each calendar month until the
scheduled maturity date.

NOTE 8.   ADJUSTMENT

     The Company's major subsidiary, JBOC, has a policy of using the last
settled Friday of the month as its month end.  Accordingly, JBOC's quarter end
may not be the last day of the month.  This policy does not have a significant
effect on the consolidated financial statements of the Company.

     In the opinion of Management, all adjustments which are necessary to a fair
statement of the results for the interim periods have been made.

NOTE 9.   RELATED PARTY TRANSACTIONS

     In March, 1995, the Company restructured $5,031,000 of its demand debt to
term debt in the form of senior secured convertible notes with a thirty month
term, amortized over 10 years, at an annual interest rate of 9%.  The notes may
be converted, in whole or part, but in no event in an amount less than $100,000,
to fully paid and non-assessable shares of the Company's common stock.  The
conversion price is $.90 per share in the event of a default, $1.00 per share in
the case of a merger or maturity of the notes, and $1.25 per share in the event
of a public offering of common shares.  Stock options with a strike price of
$.90 a share totaling 1,200,000 shares of common stock were awarded to the
lenders as additional consideration for restructuring its demand debt.  As part
of this transaction, an additional $2,000,000 of senior secured convertible
notes were issued under identical terms.  As an additional inducement for the
convertible note, the Company has agreed to pay any refunds received from the
Internal Revenue Service as a prepayment on the note.  This refund in the amount
of $359,000 was received and used to reduce the principal.  The parties further
agreed to negotiate in good faith to extend the maturity date up to 60 months.
In conjunction with the restructuring of the note, JBOC and Prolyx stocks were
pledged as collateral by the Company.

     In June, 1995, the Company authorized and approved the issuance of a series
of Convertible Preferred Stock ("Preferred Stock").  The non-voting Preferred
Stock has a $10 par value and is convertible to common stock at the rate of
$0.90 per share of common stock, based upon the par value of the Preferred
Stock.  The Preferred Stock currently pays a quarterly dividend of 11%, which
will increase periodically to a maximum of 15%.  Dividends are cumulative, and
the Company has certain redemption rights.

     Concurrently, the Company negotiated and approved an Exchange Agreement
with a shareholder and note holder of the Company to exchange a portion of its
9%  Senior Secured Convertible Notes, pursuant to the Senior Secured Convertible

Note Purchase Agreement dated March 10, 1995, for Preferred Stock.  Pursuant to
the Exchange Agreement, the Company
reduced its term debt in the aggregate principal amount of $2,000,000, in
exchange for the issuance of 200,000 shares of Preferred Stock.  This
transaction had the effect of increasing stockholders' equity by $2,000,000.

     Also, in June, 1995, all of the outstanding A and B Warrants, issued
pursuant to the Regulation-S offering by the Company in August 1994, were
exercised and converted to common stock.  The A Warrants, totaling 1,111,111
were exercised at a price of $0.85 per share, and resulted in $944,444
additional paid-in capital to the Company.  The B Warrants, totaling 1,111,111,
were exercised at a price of $0.90 per share, bringing in $1,000,000 of
additional paid-in capital to the Company.

     At September 30, 1995 and December 31, 1994, loans from shareholders
totaled $4,672,853 and $4,090,905.  Future annual payments, including interest,
required under the terms of the senior secured convertible notes are as follows:

Year ending
December 31:
  1995               $    177,511
  1996                    710,043
  1997                  4,668,437
                     ------------

                     $  5,555,991
                     ============

     The Company has borrowed marketable securities from certain shareholders.
The obligations accrue interest at 9% per annum compounded monthly, based on the

average closing bid price each Friday.  The marketable securities are used to
collateralize inter-company balances due from the Company to JBOC for net
capital purposes.  On September 11, 1995, the remaining borrowed securities were
returned.



NOTE 10.  REGULATORY REQUIREMENTS

     JBOC is subject to the Securities and Exchange Commission's Uniform Net
Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net
capital.

     At September 30, 1995 JBOC had net capital of $11,149,853 which was 7.5% of
aggregate debit balances and $7,139,101 in excess of the minimum amount
required.  At December 31, 1994 JBOC had net capital of $2,676,782, which was
3.8% of aggregate debit balances and $1,274,386 in excess of the minimum amount
required.

NOTE 11.  COMMITMENTS, CONTINGENT LIABILITIES AND OTHER

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

(a)   In a class action lawsuit against RKSI, plaintiff class representatives
   have alleged wrongdoing in charging a maintenance fee on its customer
   accounts and in its practice of liquidating customer accounts if the
   customer failed to pay the fee.  The class has been certified and RKSI has
   contested the form of the notice.  JBOH has been named as the parent company
   to RKSI.  Those customers subject to an arbitration clause have been
   excluded from the class.  The lawsuit is presently in the discovery stage
   and the ultimate outcome and range of possible loss, if any, is not
   determinable at this stage.  Management intends to vigorously contest this
   matter.

(b)   In an arbitration matter the claimant seeks rescission of certain sales
   in his customer account and damages of $750,000.  The claimant alleged that
   RKSI and former principals breached fiduciary duties and failed to disclose
   material information.  The ultimate outcome is not determinable at this
   stage and Management intends to vigorously contest this matter.

(c)   In an arbitration matter filed with the NASD, the claimants are a group
   of investors who sold short certain stock.  Claimants did not have an
   account with RKSI, however, they have alleged that RKSI is responsible for
   the damages Claimants realized when their short positions in FCMI were
   bought in.  JBOH has been named as the parent company.  Claimants are
   seeking damages in the amount of $740,000, plus punitive damages.  The
   ultimate outcome is not determinable at this stage and Management intends to
   vigorously contest this matter.

(d)   In an arbitration matter filed in October 1994, the claimants allege that
   RKSI and former principals breached fiduciary duties, recommended non
   suitable investments, fraud, and failure to disclose material information.
   JBOC has been named as an alleged successor to RKSI;  JBOH has been named as
   the parent company.  Claimants seek damages in the amount of $482,000.  The
   ultimate outcome is not determinable at this stage and Management intends to
   vigorously contest this matter.

(e)In an arbitration matter, the claimant alleges that RKSI and former
   principals breached fiduciary duties, recommended non suitable investments,
   fraud, failure to disclose material information, and failure to supervise.
   JBOH has been named as the parent company to RKSI.  Claimant seeks damages
   in the amount of $525,000.  The ultimate outcome is not determinable at this
   stage and Management intends to vigorously contest this matter.

(f)   In a consolidated class action against RKSI and JBOH, pending in the
   United States District Court for the Northern District of Texas, Dallas
   Division, plaintiffs have requested an unspecified amount of punitive and
   compensatory damages.  The claim arises out of the purchase and sale by the
   plaintiffs and the Class of certain stock.  The class has been certified and
   the lawsuit is presently in the discovery stage.  The ultimate outcome and
   range of possible loss, if any, is not determinable at this stage.
   Management intends to vigorously contest this matter.

(g)   In an action commenced in October 1993 against RKSI and JBOH, pending in
   the United States District Court for the Southern District of New York, the
   Complaint alleges that the defendant made materially false and misleading
   statements concerning a specified stock, for which RKSI was a market maker.
   The claim was brought by and on behalf of a purported class of persons who
   purchased the common stock of a specified stock  in order to cover short
   sales after May 17, 1993 and before August 31, 1993.  Plaintiffs have
   requested an unspecified amount of punitive and compensatory damages.  The
   lawsuit is in the preliminary stages.  The ultimate outcome and range of
   possible loss, if any, is not determinable at this stage.  Management
   intends to vigorously contest this matter.

(h)   In an action commenced in March 1995, in the United States District Court
   of New York.  A claim was brought by former counsel for the Company and
   alleges payment due for professional services in the amount of $681,217.  An
   answer by the Company was filed asserting among other claims that the
   Company was overcharged for services.  The ultimate outcome and range of
   possible loss, if any, is not determinable at this stage.  Management
   intends to vigorously contest this matter.

     The ultimate outcome of these uncertainties discussed above is unknown.
Accordingly, no provision for any liability that might result has been made in
the accompanying financial statements.


NOTE 12.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

                                              For the Nine months Ended
                                                    September 30,
                                                  1995          1994
                                              (Unaudited)   (Unaudited)
 Supplemental disclosure of cash flow
  information
   Cash paid year to date for interest:      $   3,155,381 $  1,135,973

 Supplemental schedule of noncash investing and financing
 activities:
   Market value of stock borrowed from                  -- $  1,125,000
   shareholders
   On June 5, 1995 $2,000,000 of the 9%
   Senior Secured Convertible Note was
   exchanged for 200,000 shares of $10 par
   value non-voting convertible preferred
   stock.  See Note 9: Related Party
   Disclosures.
     Increase in equity through the reduction$   2,000,000           --
      of debt
   The Company sold Oxford Transfer &
   Registrar Agency, Inc., a subsidiary, on
   May 31, 1994.  In conjunction with the
   sale, the following schedules the cash and
   non-cash portion of the transaction:
     Fair value of assets sold               $          -- $    (25,562)
     Cash proceeds from the sale                        --       32,465
     Note receivable                                    --       40,000
                                             ------------- ------------

     Gain recognized on the sale             $          -- $     46,903
                                             ============= ============

   In August 1994 the Company reverted
   ownership of the five Houlihan Valuation
   subsidiaries to the individual valuation
   personnel.  In conjunction with the
   subsidiary dispositions, the following
   schedules the cash and non-cash portion of
   the transaction:
     Fair value of assets sold               $          -- $     69,853
     Cash given up                                      --      (49,030)
                                             ------------- -------------

     Gain recognized on the sale             $          -- $     20,823
                                             ============= ============

Certain amounts in 1994 have been reclassified to conform with the 1995
presentation.




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

CHANGES IN FINANCIAL CONDITION
------------------------------


     The Company's financial condition changed significantly during the nine
months ended September 30, 1995.  Total assets at September 30, increased in
excess of $135 million.  This was growth of more than 154% in terms of the
Company's total assets.  This growth in assets is  primarily a result of an
increase of over $141 million in receivables from customers and a decrease of
over $9 million in cash segregated under federal regulations.  This increase in
customer receivables is attributed to several different sources, the most
significant of which is over $67 million in existing correspondent business.
The Discount operation has increased customer receivables by over $61 million
during the nine months ended September 30, 1995. Additionally, $13 million of
this growth was related to the new business acquired from Adler Coleman
(acquired in March, 1995).

     The Company issued 2,222,222 of common stock in connection with the
exercise of warrants outstanding.  The proceeds from this issuance amounted to
$1,944,444.  The Company also converted $2 million of its convertible debentures
to 200,000 shares of $10 par preferred stock.  The effect of these two
transactions increased stockholders' equity of the Company by almost $4 million.

COMPARISON OF OPERATIONS
------------------------


     The Company was in the process of downsizing during 1994 and assessing its
various operations.  In 1994, the Company ceased or sold operations in its
retail broker/dealer, transfer agency and valuation companies.  This process
continued into 1995, and in April, the Company closed its San Carlos, California
office of Prolyx Data Systems, Inc. and relocated the office to its Beverly
Hills facility.  The continuing operations of Prolyx are currently being
reassessed by Management.

     The Company's overall operations began to stabilize during the first nine
months of 1995 with the financial impact of the growth of the discount operation
taking effect during the second and third quarters of 1995.  The Company
realized a pre-tax profit of $3,910,215 for the nine months ended September
30,1995 which was an increase of $10,067,452 over the pre-tax loss of $6,157,237
during the same period for 1994.  Total revenue increased $10,935,376 or 74% to
$25,796,224 for the nine months ended September 30, 1995 compared to the same
nine months of 1994.

     Clearing and execution revenue increased by $2,819,991 or 35% to
$10,893,443 during the third quarter of 1995 compared to the third quarter of
1994. This was due to the increase in trade transactions processed, although the
amount charged per transaction has been reduced. The ticket volume for the same
period increased by 46%.  However, 45% of this increase in ticket volume relates
to the discount operation, on which there is no clearing revenue generated.

     Trading profits increased by $4,929,782 to $3,359,662 during the first nine
months of 1995 compared to the same period of 1994.  This area has become more
stable in light of the significant losses occurring during the later part of
1994.

     Commission revenue increased by $2,514,562 or 80% to $5,665,536 during the
first nine months of 1995 compared to the first nine months of 1994.  Net
commissions (commission revenue less commission expense) increased $1,085,985
during the same period.  It is anticipated that commission revenue will continue
to grow throughout 1995 as the Company is focusing on the development of its
deep discount retail division of JBOC.  The subsidiary company will open a
branch office in New York City in December of 1995, with plans to open
additional branches in Boston and Miami by the end of the first quarter of 1996.

     Interest revenue increased by $2,614,303 or 111% to $4,978,722 during the
first nine months of 1995 compared to the first nine months of 1994.  This
increase is the result of increased margin balances and interest rates during
the respective periods.  Net interest income increased $726,450 during the first
nine months of 1995 over 1994.

     The Houlihan Valuation Subsidiaries where disposed of during 1994;
therefore related revenues have been eliminated during the nine months ended
September 30, 1995, compared to $1,236,319 for the nine months ended September
30, 1994.

     The Company's total expenses increased $867,924 or 4% during the period
ended September 30, 1995 over the period ended September 30, 1994.  This
increase is modest in comparison to the 74% increase in revenues.

     The most significant reduction is in employee compensation of $1,281,222 or
25% to $3,807,451 during the period ended September 30, 1995 over the period
ended September 30, 1994. It should be noted that $725,736 of this decrease
relates directly to the disposition of Houlihan Valuation Subsidiaries explained
above.

      The Company had a decrease in professional services of $1,149,331 or 43%.
This decrease relates directly to the resolution of many matters related to the
Reynolds Kendrick Stratton, Inc. subsidiary which was closed in July of 1994.

     Data processing expense increased by $392,905 or 22% to $2,161,247 during
the first nine months of 1995 compared to the first nine months of 1994.  There
is, however, a reduction of 10% in data processing costs per trade transaction.
JBOC entered into a new three year agreement with its computer service vender
during the second quarter, with more favorable pricing.  The Company anticipates
a savings of approximately 20% of these costs in the future.

     Promotional expenses increased by $296,005 or 31% to $1,245,901 during the
first nine months of 1995 compared to the first nine months of 1994.  This
increase is the result of an increase in advertising for the deep discount
retail division of JBOC.  Advertising expense increased $612,555 during these
periods while travel and entertainment have been reduced by $316,550.
Management believes it is spending its promotional dollars much more
effectively.





LIQUIDITY AND CAPITAL RESOURCES
-------------------------------


     The Company's liquidity improved significantly during 1995.  Cash provided
from operations amounted to $6,754,458.  The largest source of cash was
$18,985,996 of cash provided by net receivables/payables from broker dealer.
Cash  provided from cash segregated under Federal regulations amounted to
$9,634,565. These sources of cash were offset however, by $27,440,528 cash used
for net customer receivables/payables.

     The Company used cash in the amount $4,856,128 for various financing
activities. The Company reduced notes payable and short term borrowing of
$12,382,520 during the nine months ended September 30, 1995.  Financing
activities provided cash in the amount of $6,526,392 from other sources.
Subordinated debt in the amount of $2,000,000 was issued.  The Company issued
200,000 shares of $10 par preferred stock in exchange for $2,000,000 of
convertible debentures.  Additionally, a shareholder of the Company exercised
2,222,222 common stock warrants with the proceeds being $1,944,444.

     The Company is in the process of building out a new office in New York
City.  It is anticipated that the capital expenditure for this office will not
exceed $500,000.

DEFERRED TAXES
--------------


     In accordance with applicable Internal Revenue Code Section 382 and as a
result of change in ownership of the Company's stock during 1995, a limitation
was placed on the use of the Company's net operating loss carryforward in any
one year. This limitation is based upon a published federal rate applied to the
fair market value of the Company immediately prior to the change in stock
ownership.  The Company is in the process of obtaining such valuation and
believes the resulting limitation will not have a material adverse affect on the
Company's ability to fully utilize the entire net operating loss carryforward.
Further, the Company is in the process of reviewing the valuation allowance of
$1,615,000 established for deferred income taxes receivable.  Adjustment, if
any, to this valuation allowance will be reflected in the fourth quarter of
1995.  The Company currently believes any such adjustment will only reduce such
valuation allowance.

                              RECENT DEVELOPMENTS


     The positive results in the third quarter mark the second successive
quarter of strong earnings progress for the Company.  Management believes that
the earnings increase is substantially attributable to the success of the
discount brokerage activities, conducted by the Company's wholly-owned

subsidiary, JB Oxford & Company.  During the coming fourth quarter and
continuing into early 1996, Management intends to offer a wider range of
products to its discount customer base, in addition to JBOC's core deep-discount
commission investing.

     As the discount brokerage operations continue to gain exposure in the
investment community through its CNBC television and Investor Business Daily
advertising campaigns, the Company is also placing emphasis to expand its
product mix.  Plans are currently under way to begin additional television
advertising on the Turner CNN cable network.  Plans to emphasize mutual funds
and fixed-income products is under way.  This includes the addition of a fixed-
income trading room unit to make available municipal, corporate and government
securities.  Also, the addition of both variable and fixed rate annuities
through the formation of a JBOC insurance unit is under discussion.  Expanding
JBOC's product mix and services should enable the Company to add value to its
current customer base as well as assist in attracting new business.

     During 1995, JBOC, through its representative office in Basel Switzerland,
introduced deep-discount service to the European investment community.  Due to
the positive reception that this service has received, JBOC reorganized the
representative office to a full service branch in Basel in October 1995.  While
the Company has focused its initial efforts in Switzerland, Management believes
that other European countries, as well as Asian markets, represent significant
potential for the deep discount business.

     Management has identified the Los Angeles Chinese community as a dynamic
group which the Company believes can benefit from its investment services.  To
better serve the particular needs of the Chinese community, the Company has
entered into a consulting relationship with two prominent Chinese individuals
who have brought in Mandarin and Cantonese speaking personnel to assist in
providing a high level of service to all facets of the Chinese community.
Currently, the Company is advertising in Chinese daily newspapers and cable
television, as well as attending community meetings in an effort to increase the
Company's presence.

     To facilitate discount trading in the U.S., JBOC offers customers the
opportunity to place orders through their personal computers in their homes.
Currently, JBOC offers computerized trading through a proprietary product, JB
On-LineO.  This product is currently offered in DOS version.  A Windows version
of JB On-LineO, with planned access through the Internet, is expected to be
ready in both the U.S. and Europe in early 1996.

     To meet increased investor demand, JBOC continues its expansion efforts at
its Beverly Hills and Dallas branches.  Desk space to accommodate additional
brokers has been added, and the Company is on schedule with previously announced
plans to open a new branch in New York City in early December.  As reported in
the second quarter report, the office lease has been executed and build-out of
the space is in progress.  Additional branch offices in Boston and Miami are
anticipated by the end of the first quarter in 1996.

     As JB Oxford Discount continues to grow, JBOC's trading department has
likewise placed an emphasis on expansion.  In August 1995, the trading
department moved to a new location, within the corporate headquarters, in order
to accommodate additional personnel.  JBOC trading has increased its NASDAQ
market making stocks from 20 in 1994, to over 100 in 1995.  A new automated
trading system was installed in September 1995, to facilitate the additional
volume from JB Oxford Discount and the additional market making stocks.  A
listed trading department was formed, and a fixed income department will be
added in the fourth quarter of 1995.

     Profitability of JBOC's correspondent clearing services continued to
increase during the third quarter of 1995.  JBOC continues to review the quality
of its correspondent clearing services and its related risk factors which
include market making activity, credit worthiness, and the sufficiency of
collateral obtained from correspondents.

     Management is also in the process of expanding and upgrading the clearing
broker-dealer operations of JBOC.  JBOC is presently applying for membership in
three of the major clearing mechanisms for the securities clearing industry:
Depository Trust Company (DTC); National Securities Clearing Corporation (NSCC);
and the Options Clearing Corporation (OCC).  Membership in these organizations
will enable JBOC to settle transactions more efficiently.  It will also allow
JBOC to better utilize the latest technologies available to enhance the
Company's current clearing and execution system.





                          PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

     In the ordinary conduct of business, the Company and/or its subsidiaries
have been named as Defendants in several lawsuits and arbitration matters or
have instituted legal proceedings as Plaintiffs to recover moneys owing.  There
have been no material pending legal proceedings other than ordinary routine
litigation incidental to the business.  Those which may have a significant
impact on the Company have been disclosed in previous filings, unless listed
below.  Additionally, the following previously reported matter has been
resolved:


The National Association of Securities Dealers, Inc., Market Surveillance
-------------------------------------------------------------------------

Committee vs. Castleton Rhodes, et al.
-------------------------------------

Complaint No. CMS920002

     This matter was filed on January 15, 1992, and consisted of twenty-six
causes of action, naming twenty various respondents.  After a full hearing, the
three causes of action regarding Reynolds Kendrick Stratton, Inc. and its former
officers have been dismissed in their entirety.

Olde Discount Corporation vs. JB Oxford & Company
-------------------------------------------------

NASD Case No. 95-04710
----------------------


     In an arbitration matter filed in October, 1995, the claimant alleges that
JB Oxford & Company induced breach of contract by former and current Olde
employees, misappropriated and converted confidential and providing Olde
information, and interfaced with Oldie's prospective business relationships.
Claimant is seeking an unspecified amount in excess of $10 million in damages.
Management believes that the claims are without merit; therefore, Management
will vigorously contest this matter.  The ultimate outcome is not determinable
at this stage.


ITEM 2.   CHANGES IN SECURITIES

     There has been no material modification of ownership rights of securities
holders.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES


     There has been no default in payments of the Company.



ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     The Company held its Annual Meeting of Shareholders on September 29, 1995.
The following matters were submitted to a vote of security holders at that
meeting:

     1.   The election of a new Board of Directors to serve until the next
Annual Shareholders' meeting, to be held in 1996.  The following individuals
were so elected:

          Stephen Rubenstein            John Broome
          Mitchell S.T. Wine            Jose Abadin
          Richard Houlihan              Timothy Tyrrell

     2.   The Shareholders ratified the appointment of BDO Seidman as the
independent public accountants of the Company for fiscal year ending December
31, 1995.

     3.   The Shareholders ratified all purchases, contracts, contributions,
compensations, acts, decisions, proceedings, elections and appointments of the
Board of Directors, as taken by the Board, since the last Shareholders' Meeting,
August 19, 1994, including but not limited to the conversion of significant
Company demand debt to term debt, the issuance of Senior Secured Convertible
Notes, and the issuance of a series of Convertible Preferred Stock.


ITEM 5.   OTHER INFORMATION

          None.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  There are no exhibits to be filed with this report as required by Item 601
     of Regulation S-K.

(b)  During this quarter, there were no events as required to be reported on
     Form 8-K.


                                   SIGNATURES


     Pursuant to the requirements of Section 13 of 15(d) 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 /  Stephen Rubenstein
By:  Stephen Rubenstein
     Chief Executive Officer



Date:  November 13, 1995