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

                                      FORM 10-Q/A-2
          (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, 1999

                                        OR
                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          [ ]      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

          For the transition period from ______________ to _______________


                           Commission File Number 0-16240

               (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 November 3, 1999, the Registrant had the following
          number of shares of common stock, $0.01 par value per share,
          outstanding: 14,384,186.



                                EXPLANATORY NOTE

              This Form 10-Q/A-2 is being filed by JB Oxford Holdings, Inc.,
          a Utah corporation (the "Company"), as an amendment to its
          Quarterly Report on Form 10-Q/A-1 for the quarterly period ended
          September 30, 1999, filed November 29, 1999, to re-file to include
          the missing exhibits 4.2, 4.3 and 4.4.  The exhibits are contained
          herein and they are filed herewith.




                           PART I - FINANCIAL INFORMATION


          Item 1.   Financial Statements

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


                                                 September 30,  December 30,
                                                     1999           1998
                                                  (Unaudited)
          Assets:


          Cash and cash equivalents (including
           securities purchased under agreements to
           resell of $118,754 and $140,516)        $ 1,334,636  $ 2,496,572

          Cash and securities purchased under
           agreements to resell, segregated under
           federal and other regulations            26,612,205  110,151,075

          Receivable from broker-dealers and
           clearing organizations (net of allowance
           for doubtful accounts of $0 and
           $2,103,802)                               6,742,766    7,321,066

          Receivable from customers (net of
           allowance for doubtful accounts of
           $1,792,947 and $5,354,864)              380,468,678  268,608,125

          Other receivables (net of allowance for
           doubtful accounts of $0 and $1,979,793)   1,565,783    1,591,482

          Marketable securities owned - at market
           value                                       233,201    2,927,071

          Furniture, equipment, and leasehold
           improvements (at cost - net of
           accumulated depreciation and
           amortization of $5,936,019 and
           $5,389,576)                               2,804,804    2,860,100

          Income taxes refundable                      859,005      717,396

          Deferred income taxes                      1,333,947    1,079,840

          Clearing deposits                          8,319,196    6,833,171

          Other assets                               1,697,925    1,404,455

          Total assets                            $431,972,146 $405,990,353

           See accompanying notes to Consolidated Financial Statements.





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


                                                September 30,    December 31,
                                                    1999           1998
                                                 (Unaudited)



          Liabilities and shareholders' equity:

           Liabilities:

            Short-term borrowings                 $7,100,000    $        --

            Payable to broker-dealers and
             clearing organizations              106,190,196     58,064,209

            Payable to customers                 275,294,832    311,958,515

            Securities sold, not yet purchased
            - at market value                        177,713        868,085

            Accounts payable and accrued           8,064,622      9,010,480

            Income taxes payable                          --        552,648

            Loans from shareholders                8,308,071      8,538,811

            Notes payable                             39,908        130,997

            Subordinated borrowings                      --       1,250,000

           Total liabilities                     405,175,342    390,373,745


           Commitments and contingent liabilities

           Shareholders' equity:

            Common stock  ($.01 par value,
             100,000,000 shares authorized;
             15,088,226 and 14,141,205 shares
             issued and outstanding)                 150,882        141,412

            Additional paid-in capital            16,232,281     15,345,316

            Retained earnings                     11,198,346        327,660

            Treasury stock at cost, 704,040 and
             234,500 shares respectively            (784,705)      (197,780)

           Total shareholders' equity             26,796,804     15,616,608


           Total liabilities and shareholders'
           equity                               $431,972,146   $405,990,353


            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,

                                                      1999         1998

          Revenues:

           Clearing and execution                $17,842,532     $7,363,702
           Trading profits                        10,830,672      3,477,360
           Commissions                            22,866,490     19,352,676
           Interest                               20,604,848     17,225,031
           Other                                     635,538        413,004

           Total Revenues                         72,780,080     47,831,773

          Expenses:

           Employee compensation                   7,176,282      7,040,970
           Commission expense                      8,318,945      7,550,817
           Clearing and floor brokerage            2,676,366      2,754,781
           Communications                          4,896,141      4,648,675
           Occupancy and equipment                 3,551,895      4,114,405
           Interest                               10,592,047     10,805,624
           Data processing charges                 7,259,591      4,241,868
           Professional services                   3,197,743      2,449,008
           Promotional                             3,630,788      2,890,308
           Bad debts                               1,380,088      1,042,319
           Other operating expenses                1,697,284      1,920,333

           Total Expenses                         54,377,170     49,459,108

           Income (Loss) From Operations          18,402,910     (1,627,335)

           Non-cash interest expense on
           convertible notes                             --       2,530,000

           Income (loss) before income taxes and
           extraordinary item                     18,402,910     (4,157,335)

           Income Tax Provision                    7,969,100       (628,000)

           Income (loss) before extraordinary
           item                                   10,433,810     (3,529,335)

            Extraordinary item:  Forgiveness of
              debt, net of taxes                     436,875             --

           Net Income (Loss)                     $10,870,685    $(3,529,335)

            See accompanying notes to Consolidated Financial Statements.




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

                                                 For The Nine Months Ended
                                                        September 30,

                                                      1999           1998


           Basic Net Income (Loss) Per Share:
           Income (loss) before income taxes
           and extraordinary item                      $0.73        $(0.25)
             Extraordinary item:  Forgiveness
           of debt, net of taxes                        0.03            --
           Basic Net Income (Loss) Per Share           $0.76        $(0.25)

           Diluted Net Income (Loss) Per Share:
           Income (loss) before income taxes
            and extraordinary item                     $0.43        $(0.25)
           Extraordinary item:  Forgiveness
             of debt, net of taxes                      0.02            --
           Diluted Net Income (Loss) Per Share         $0.45        $(0.25)


           Weighted average number of shares
               Basic                              14,265,949     14,141,205
               Diluted                            24,628,482     14,141,205

            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,

                                                   1999           1998

          Revenues:
           Clearing and execution               $6,838,565    $ 2,688,632
           Trading profits                       1,875,033        540,803
           Commissions                           6,668,546      6,049,287
           Interest                              7,274,407      5,892,308
           Other                                   258,084        138,711

           Total Revenues                       22,914,635     15,309,741

          Expenses:
           Employee compensation                 2,493,685      2,385,554
           Commission expense                    2,096,786      2,299,298
           Clearing and floor brokerage            833,005        704,934
           Communications                        1,513,514      1,652,740
           Occupancy and equipment               1,225,238      1,379,383
           Interest                              3,392,201      3,747,720
           Data processing charges               2,457,296      1,670,228
           Professional services                 1,140,707        684,759
           Promotional                           1,879,532        844,794
           Bad debts                               334,230        369,330
           Other operating expenses                508,726        552,832
           Total Expenses                       17,874,920     16,291,572

           Income (Loss) Before Income Taxes     5,039,715       (981,831)

            Income Tax Provision                 2,219,100       (378,000)

           Net Income (Loss)                     2,820,615       (603,831)


           Basic Net Income (Loss) Per Share         $0.20         $(0.04)
           Diluted Net Income (Loss) Per Share       $0.12         $(0.04)
           Weighted average number of shares
               Basic                            14,376,604     14,141,205
               Diluted                          24,554,370     14,141,205

             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,

                                                       1999        1998

          Increase (decrease) in cash and cash
          equivalents:
          Cash flows provided by operating
          activities:
           Net income (loss)                   $10,870,685      $(3,529,335)
           Adjustments to reconcile net income
           (loss) to cash used in operating
           activities:
            Depreciation and amortization          985,358        1,092,894
            Deferred rent                          (91,099)         (83,256)
            Provision for bad debts              1,380,088               --
            Deferred income tax benefit           (254,107)        (158,171)
            Non-cash interest expense on
            convertible debentures                      --        2,530,000
            Forgiveness of debt                   (728,125)              --
           Changes in assets and liabilities:
            Cash segregated under federal and
             other regulations                  83,538,870      (32,119,719)
            Receivable from broker-dealers and
              clearing organizations               578,300       (1,208,682)
            Receivable from customers         (113,240,641)      35,559,833
            Other receivables                       25,699           83,619
            Securities owned                     2,693,870        1,663,638
            Clearing deposits                   (1,486,025)          56,410
            Other assets                          (293,469)         646,612
            Payable to broker-dealers
            and clearing organizations          48,125,987      (10,220,364)
            Payable to customers               (36,663,683)      12,617,625)
            Securities sold, not yet purchased    (690,372)        (647,914)
            Accounts payable and accrued
              liabilities                         (854,759)         727,555
            Income taxes payable/receivable       (694,257)        (837,277)

          Net cash provided by (used in)
          operating activities                  (6,797,680)       6,173,468
          Cash flows from investing activities:
           Capital expenditures                   (930,062)        (857,851)
          Net cash used in investing activities   (930,062)        (857,851)
          Cash flows from financing activities:
             Short-term borrowings               7,100,000               --
           Increase in notes payable                    --          265,943
           Repayments of notes payable             (91,089)        (111,725)
           Loans from shareholders                      --        2,000,000
           Issuance of common stock                393,820               --
           Purchase of treasury stock             (586,925)              --
           Payments on loans from shareholders          --         (150,000)
           Payment of subordinated loans          (250,000)        (250,000)
          Net cash provided by financing
           activities                            6,565,806        1,754,218
          Net increase (decrease) in cash and
          cash equivalents                      (1,161,936)       7,069,835
          Cash and cash equivalents at beginning
          of the period                          2,496,572        2,598,062
          Cash and cash equivalents at end
          of the period                          1,334,636        9,667,897


            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 1998 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 September 24, 1999 and
          September 25, 1998 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 Nine Months Ended
                                                         September 30,

                                                        1999       1998

          Basic Earnings Per Share
           Income (loss) before extraordinary
            item                                  $10,433,810  $(3,529,335)
           Extraordinary item:  Forgiveness of
            debt, net of taxes                        436,875           --
           Income (loss) available to common
            stockholders (numerator)              $10,870,685  $(3,529,335)
           Weighted average common shares
            outstanding (denominator)              14,265,949   14,141,205
          Basic Earnings (Loss) Per Share               $0.76       $(0.25)


          Diluted Earnings Per Share
           Income (loss) before extraordinary
           item                                   $10,433,810  $(3,529,335)
           Extraordinary item:  Forgiveness of
            debt, net of taxes                        436,875           --
           Interest on convertible debentures, net
            of income tax                             221,341           --
           Income (loss) available to common
            stockholders plus assumed
            conversions (numerator)               $11,092,026  $(3,529,335)
           Weighted average common shares
            outstanding                            14,265,949   14,141,205
           Weighted average options outstanding     2,136,095           --
           Weighted average convertible debentures  8,552,594           --
           Stock acquired with proceeds              (326,156)          --
           Weighted average common shares and
            assumed conversions outstanding
            (denominator)                          24,628,482   14,141,205
          Diluted Earnings (Loss) Per Share             $0.45       $(0.25)


               The assumed conversions have been excluded in computing the
          diluted earnings per share when there is a net loss for the
          period.  They have been excluded because their inclusion would
          reduce the loss per share or be antidilutive.
               Options to purchase 2,055,000 shares of common stock at
          September 30, 1998 were not included in the computation of
          diluted earning per share because the options' exercise price was
          greater than the average market price of the common stock during
          the respective periods.  The options carry exercise prices
          ranging from $0.63 to $9.00 at September 30, 1999 and $1.08 to
          $3.00 at September 30, 1998.  The options outstanding at
          September 30, 1999 expire at various dates through June 3, 2009
          and were still outstanding as of September 30, 1999.


          Note 5.        Related Party Transactions

               In February 1999, Hareton Sales & Marketing, Inc.
          ("Hareton"), the former 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, LLC.  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, LLC 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 the earlier of February 18, 2001, or the completion of the
          investigation relating to the Company being conducted by the U.S.
          Attorney's Office, the Federal Bureau of Investigation and the
          SEC.  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. The forgiveness of debt is included in
          net income as an extraordinary item ($436,875 net of taxes)
          during the period. 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 and
          is included in loans from shareholders.  The Company has decided
          to delay payment on the debt in light of the ongoing federal
          investigation (see Note 7, "Contingent Liabilities"). The Company
          continues to pay interest on the debt.
               On November 8, 1999, Third Capital Partners, LLC, the
          beneficial owner of two secured convertible notes in the
          aggregate principal amount of $5,418,696, maturing December 31,
          1999, agreed to extend the repayment of both notes for a period
          of 12 additional months, to December 31, 2000. The Company will
          continue to make interest payments only on each note, and no
          other terms of the notes were affected by the extension
          agreements.


          Note 6.        Regulatory Requirements

               JBOC and S4L are subject to the SEC's Uniform Net Capital
          Rule (Rule 15c3-1), 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 2% 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 5% of aggregate
          debits.  S4L is a fully disclosed non-clearing broker-dealer,
          which is required to maintain minimum net capital, equal to the
          greater of $5,000 or 6 2/3% of aggregate indebtedness, as defined
          by the rule. The operations of S4L were consolidated into the on-
          line division of JBOC in December 1998.
               At September 30, 1999, JBOC had net capital of $25,246,119,
          which was $17,593,913 in excess of the minimum amount required.
          At December 31, 1998, JBOC had net capital of $17,754,370, which
          was $12,352,063 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
          $22,812,730 and $104,469,048 at September 30, 1999 and December
          31, 1998, respectively.  Securities purchased are U.S. Treasury
          instruments having a market value of 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
          are described below:
               The Company is under investigation by the SEC and the
          Los Angeles office of the United States Attorney's Office (the
          "USAO").  Management believes the investigations arise out of the
          activities of a former consultant to the Company and the
          activities of a company affiliated with the former Chairman of
          the Board of Directors of the Company, and have been reported in
          the Company's prior filings.  The Company has continued to
          cooperate with the authorities with respect to these
          investigations.  To date, no charges have been brought against
          the Company as a result of the SEC's investigation or the USAO's
          investigation.  Presently, it is not possible to predict the
          ultimate outcome or financial impact, if any, of the
          investigations on the Company;  however, at this time, the
          Company cannot rule out the possibility that the outcome of the
          matter may have a material adverse impact upon the Company.


          Note 8.        Supplemental Disclosures of Cash Flow Information

                                                 For the Nine Months Ended
                                                       September 30,

                                                    1999           1998
                                                (Unaudited)     (Unaudited)

           Supplemental Disclosures of Cash
            Flow Information
             Cash paid during the quarter for:
               Interest                         $10,621,732    $10,862,685
               Income taxes                       7,201,400        346,829

          Supplemental disclosure of non-cash investing and financing
          activities:

               Hareton, the former holder of $502,615 in face value of
          convertible debentures, converted this debt to common stock
          during the first quarter of 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.


          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: (i) discount and electronic brokerage
          services to the investing public; (ii) clearing and execution
          services to correspondents on a fully-disclosed basis; and (iii)
          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 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 new technological developments.


          Clearing and Execution Services

               JBOC is self-clearing and provides clearing and execution
          services to independent broker-dealers. This line of business was
          historically profitable for JBOC but has experienced some profit
          erosion in recent years as a result of increased competition that
          has affected operating margins. However, during the last 4
          quarters, trading volume has significantly increased, resulting
          in greater revenues and increased profitability from clearing
          operations. 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 500
          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 National Association of Securities
          Dealers, Inc.'s ("NASD") rules regarding best execution.


          Recent Expansions and Developments

               During the third quarter of 1999, Management took steps to
          enhance and improve JBOC's online brokerage services.  In August,
          JBOC offered extended trading hours to its customers, allowing
          the placement of limit order trades (authorizing the buying or
          selling of stock at a specified price or better) 45 minutes
          before and after traditional market hours.  In September, JBOC
          launched its redesigned web site at www.jboxford.com.  In
          addition to its brighter look, the updated design features
          improved speed and easier navigation, as well as expanded
          selection of timely market information and research tools.  The
          new site also offers live, one-on-one technical support.

               Also during the third quarter of 1999, JBOC introduced a new
          account service package, "JB Oxford npower," featuring free
          Internet access, online trading capabilities, electronic banking
          services, including online bill payment and a free ATM/check
          card, upon maintaining a minimum account balance of $2000.  These
          new services are the focus of JBOC's national ad campaign that
          commenced in October 1999 and encourages consumers to "Put Your
          Money to Work."


          Results of Operations

          Nine Months Ended Septemebr 30k, 1999 compared to Nine Months Ended
          Septemebr 30, 1998


          Revenues

               The Company's total revenues were $72,780,080 for the nine
          months ended September 30, 1999, an increase of 52% from
          $47,831,773 in the comparable first nine months of 1998.  A
          primary reason for the increase was a rise in clearing and
          execution revenue of 142% to $17,842,532 in the current period
          from $7,363,702 in the first nine months of 1998.  Additionally,
          trading profits increased 211% to $10,830,672 in the first nine
          months of 1999 from $3,477,360 in the first nine months of 1998.
          The trading profit increases resulted from an increase in trading
          volume from the Company's discount and on-line brokerage
          operations, from the discontinuance of proprietary trading
          positions and investment banking activities which had negatively
          affected trading profits, and from an increase in the Company's
          overall market-making activities.
               Commission revenues increased 18% to $22,866,490 in the
          first nine months of 1999 from $19,352,676 in the first nine
          months of 1998.  Commission revenue was the largest single source
          of revenue to the Company during the comparable periods,
          consisting of 31% for the first nine months of 1999 and 40% for
          the first nine months of 1998. 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.
               Interest revenues increased 20% to $20,604,848 in the first
          nine months of 1999 compared with $17,225,031 in the first nine
          months of 1998.  Changes in interest revenues are consistent with
          usual fluctuation of debit balances in brokerage margin accounts
          as well as increases in broker-call rates on which the interest
          charged to customers is calculated.  Net interest income
          (interest income less interest expense) increased 56% to
          $10,012,801 in the first nine months of 1999 from $6,419,407 in
          the first nine months of 1998.


          Expenses

               Expenses totaled $54,377,170 for the first nine months of
          1999, an increase of 10% from $49,459,108 in the first nine
          months of 1998.  Many of the Company's expenses, including
          commission expense, interest expense, and data processing charges
          are directly related to commission revenues, trading revenues,
          and clearing and execution revenues, which are all up from the
          prior period.  Data processing expense increased 71% to
          $7,259,591 in the first nine months of 1999 from $4,241,868 in
          the first nine months of 1998.  This increase is the result of
          growth in correspondent clearing activities, in addition to
          commission expenses and trading volumes.  The increase in
          expenses since 1998 is primarily a result of the growth in the
          Company's discount and on-line brokerage divisions.
               Operating expenses decreased as a percentage of total
          revenues from 103% in the first three quarters of 1998 to 75% in
          the first three quarters of 1999.  Expenses for salaries
          increased by 2% in the first nine months of 1999 to $7,176,282
          from $7,040,970 in the comparable period of 1998.  Occupancy and
          equipment costs decreased 14% to $3,551,895 in the first three
          quarters of 1999 from $4,114,405 in the first three quarters of
          1998. These decreases reflect new management's concerted effort
          to contain costs and improve efficiency.  These efforts continue
          to produce positive results, as total expenses were 75% of total
          revenues in the first nine months of 1999 as compared to 98%,
          96%, and 89% of total revenues during the years ended 1998, 1997,
          and 1996, respectively.
               During the third quarter of 1999 the Company launched a new
          national advertising campaign and incurred $1,879,532 in expenses
          associated with this campaign. It is anticipated the Company
          could spend as much as $10,000,000 on advertising in the last
          quarter of 1999.  The amount of spending will be influenced by
          market conditions and revenue growth generated from the campaign,
          among other factors.  Management expects increased advertising
          costs will have a negative effect on the Company's profitability
          in the short term.


          Quarter Ended September 30, 1999 compared to Quarter Ended
          September 30, 1998

               The Company recorded a net profit of $2,820,615 for the
          quarter ended September 30, 1999.  This compares to a net loss of
          $603,831 for the quarter ended September 30, 1998. The Company
          reported income from operations of $5,039,715 for the quarter
          ended September 30, 1999, compared to a loss from operations of
          $981,831 for the quarter ended September 30, 1998.
               Total revenues for the third quarter of 1999 were
          $22,914,635, an increase of $7,604,894 or 50% from the comparable
          1998 quarter and a decrease of $3,957,211 or 15% from the second
          quarter of 1999.  Total expenses for the third quarter of 1999
          were $17,874,920, an increase of $1,583,348 or 10% from the
          comparable quarter of 1998, and a decrease of $1,119,164 or 6%
          from the second quarter of 1999.


          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 of taxes) and has been
          reflected as an extraordinary item during the period.


          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 $30,000,000.  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 September
          30, 1999 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, and the use of customer cash
          and securities.  See Note 6, "Regulatory Requirements" to the
          Company's consolidated financial statements above 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
          additional 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.
               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, LLC.  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, LLC 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 the earlier of February 18, 2001, or the completion of the
          investigation relating to the Company being conducted by the U.S.
          Attorney's Office, the Federal Bureau of Investigation and the
          SEC.  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. The forgiveness of debt is included in
          net income as an extraordinary item ($436,875 net of taxes)
          during the period. 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 and
          is included in loans from shareholder.  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 continues to pay interest on
          the debt.
               On November 8, 1999, Third Capital Partners, LLC, the
          beneficial owner of two secured convertible notes in the
          aggregate principal amount of $5,418,696, maturing December 31,
          1999, agreed to extend the repayment of both notes for a period
          of 12 additional months, to December 31, 2000. The Company will
          continue to make interest payments only on each note, and no
          other terms of the notes were affected by the extension
          agreements.


          Liquidity at Septemebr 30, 1999

               The Company's cash position decreased during the first nine
          months of 1999 by $1,161,936 to $1,334,636.  This compares with a
          net increase in cash and cash equivalents of $7,069,835 in the
          first nine months of 1998.  The fluctuation in the Company's cash
          position can be impacted by the settlement cycles of the business
          which relate directly to the cash provided from or used in
          operations.


          Cash Flow From Operating Activities

               Net cash used in operating activities was $6,797,680 for the
          first nine months of 1999, compared to cash of $6,173,468
          provided by operations during the first nine months of 1998.  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 nine months of 1999, the most significant
          use of cash was the increase in receivables from customers of
          $113,240,641.  Additionally, a decline in payables to customers
          used cash of $36,663,683.  This use of cash was funded by the
          decrease in cash segregated under federal and other regulations
          of $83,538,870 for the same period. The additional use of cash
          was financed through an increase in stock loans, which is
          represented in the increase in payables to broker-dealers and
          clearing organizations of $48,125,987.


          Cash Flows Used In Investing Activities

               The net cash used in investing activities during the first
          nine months of 1999 was $930,062 compared with $857,851 during
          the same period of 1998.  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.  The Company has been in the process
          of upgrading its information and communication systems, along
          with testing for year 2000 compliance.  See "Year 2000 Compliance"
          below.  Future expenditures for upgrading of the Company's various
          information and communication systems are not estimated to be
          material to the operation of the Company.  The Company has no
          significant commitments for capital expenditures.


          Cash Flows From Financing Activities

               Financing activities provided cash of $6,565,806 in the
          first nine months of 1999, compared to $1,754,218 cash provided
          by financing activities in the first nine months of 1998. The
          most significant source of cash was funds obtained from short-
          term borrowings.  These borrowings fluctuate with the settlement
          cycles of the business.  The most significant use of cash for
          financing activity was the purchase of treasury stock in the
          amount of $586,925. During 1998 the Company received $2,000,000
          in loan proceeds from shareholders.


          Year 2000 Compliance

               The Year 2000 problem arises when computer programs have
          been written using two digits rather than four to define the
          applicable year.  As a result, date-sensitive hardware and
          software may recognize a date using "00" as the year 1900 rather
          than the year 2000.  This could result in a system failure or
          other disruption of operations and impede normal business
          activities.
               The Company developed a comprehensive plan to deal with the
          Year 2000 issue.  The Company believes the plan will result in
          timely and adequate modifications of its systems and technology
          and those of its outside vendors to address Year 2000 issues
          appropriately.  The plan has five phases:

               . Awareness - defining the Year 2000 problem, gaining
                 support and resources, developing a plan and establishing
                 a project team.
               . Assessment - assessing the size and complexity of the
                 project and identifying all systems affected by the Year
                 2000 date change.
               . Renovation - obtaining hardware and software upgrades and
                 outside vendor certifications.
               . Validation - testing systems including connections with
                 other systems and acceptance of such by internal and
                 external users.
               . Implementation - developing a contingency plan.

               The Company has substantially completed the five phases of
          its plan.  However, to ensure success, the Company continues to:

               . Engage in ongoing discussions with outside vendors to
                 determine if they have been successful in validating
                 their compliance with their Year 2000 plans;
               . Use its best efforts to ensure that new systems or
                 subsequent changes in existing systems are verified as
                 Year 2000 compliant;
               . Test certain third-party systems which have computerized
                 interfaces with the Company's systems; and
               . Refine its contingency plan.

               The Company has engaged the services of independent
          consultants to review the overall Year 2000 project.  The
          independent consultants have emphasized testing of vendor-
          reliant, mission-critical systems and to assist in the
          development of a contingency plan.
               The Company relies substantially on outside vendors to
          provide computer hardware and software systems for its
          operations.  Consequently, the Year 2000 plan places heavy
          emphasis on compliance by outside vendors.  The plan prioritizes
          outside vendors by the degree of dependence on the computer
          systems they provide.  The plan also addresses customer
          capabilities to become Year 2000 compliant.  Finally, the plan
          requires review of non-information technology systems, such as
          the alarm systems.
               The Company has engaged on a regular basis in discussions
          with those outside vendors that the Company has determined to be
          significant.  These outside vendors have advised the Company that
          they expect to be Year 2000 compliant prior to December 31, 1999,
          and there are no Year 2000 compliance issues which appear to be
          uncorrectable by that date.  For such outside vendors that
          provide mission-critical systems, the Company has conducted
          testing, and will continue to test, to validate Year 2000
          compliance.
               The Company determined that other outside vendors will not
          have a material impact on its operations, whether or not they are
          Year 2000 compliant.
               The Company sent a questionnaire to each of its significant
          customers to determine the extent of risk created by any failure
          by them to remediate their own Year 2000 issues.  All these
          customers responded.  Each customer is categorized according to
          its state of readiness based on its response to the questionnaire
          and the Company's review of the customer.  The Company continues
          to reassess each significant customer's risk on a regular basis.
               The Company has tested its non-information technology
          systems, such as microprocessors controlling its environmental
          and alarm systems and verified that they are Year 2000 compliant.
               Some of the Company's computer hardware and software
          applications were modified or replaced in order to maintain their
          functionality as the Year 2000 approaches.  The total direct
          costs, including independent consultants, of the Year 2000 effort
          were less than $250,000 in 1998 and they will be less than
          $350,000 in 1999.
               Management believes that its Year 2000 compliance efforts
          will be successful.  However,  third-party systems with which the
          Company has computerized interfaces may create Year 2000 issues.
          It is also possible that the expenses or liabilities to which the
          Company may become subject as a result of such issues could be
          material.  Any such event or occurrence could have a material
          adverse effect on the Company's business, prospects, operating
          results and financial condition.
               Ultimately, the potential impact of the Year 2000 issue on
          the Company will depend on a series of complex factors, including
          the following:

               . The corrective measures undertaken by the Company itself;
               . The measures undertaken by outside vendors to become Year
                 2000 compliant;
               . The accuracy of representations made by outside vendors
                 to the Company concerning their state of readiness;
               . The degree of compliance by governmental agencies,
                 businesses (including telephone and other utility
                 companies) and other entities that engage in essential
                 communications or third-party computerized interfaces
                 with the Company and its customers; and
               . The degree of compliance by customers.

               At worst, the Company's customers and outside vendors will
          face severe Year 2000 issues.  Large on-line customers or day
          traders negatively affected by Year 2000 issues could face
          increased risk of the inability to execute securities
          transactions.  The Company may also be required to replace non-
          compliant outside vendors with more expensive Year 2000 compliant
          outside vendors.
               The Company has taken steps to avail itself of the safe
          harbor provision of the newly-enacted Year 2000 Information and
          Readiness Disclosure Act by clearly labeling written
          communications to customers and vendors as a "Year 2000 Readiness
          Disclosure," thereby prompting a prompt, candid and thorough
          exchange of information on Year 2000 readiness and limiting
          liability for any errors.
               The Company has created a contingency plan to take effect
          should there be circumstances preventing timely implementation.
          Outside vendors of mission-critical systems are major U.S.
          companies, and management has assessed the relevant financial and
          operational capabilities of its hardware and software to provide
          Year 2000 processing.
               In addition, for each mission-critical system, the Company
          has identified alternate procedures wherever possible to achieve
          a successful resumption of business in case its computer systems,
          or those of its mission-critical outside vendors, fail.  The
          alternative procedures include development of a manual process
          for implementing the system and identifying alternative outside
          vendors. However, the time frame to convert to another outside
          vendor in the Year 2000 is relatively long and therefore the
          ability to obtain replacement outside vendors will be limited.


          Recent Accounting Pronouncements

               In 1998, the Financial Accounting Standards Board ("FASB")
          issued Statement of Financial Accounting Standards No. 133,
          Accounting for Derivative Instruments and Hedging Activities
          ("SFAS 133").  The Company is required to and will implement the
          provision of this new standard effective with its 2000 fiscal
          year.  SFAS 133 establishes accounting and reporting standards
          requiring that every derivative instrument be recorded in the
          statement of condition as either an asset or as a liability
          measured at its fair value, and that changes in the fair value be
          recognized currently in the statement of operations.  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.
               In June 1999, the FASB issued SFAS No. 137, "Accounting for
          Derivative Instruments and Hedging Activities-Deferred of the
          Effective Date of FASB Statement No. 133."  This statement is an
          amendment to SFAS No. 133 and modifies the effective date of the
          statement to fiscal years beginning after June 15, 2000 and
          various initial application procedures.


          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 in our
          Form 10-K for the year ended December 31, 1998 before making an
          investment decision in the Company.  These risks include:

               . The fact that our business is ever-changing;
               . The market for discount and electronic brokerage services
                 is at an early stage of development;
               . The U.S. securities markets are subject to 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;
               . Costs associated with our marketing campaign, with no
                 guaranty when or if the campaign will lead to additional
                 customer base;
               . Competition;
               . Government regulation;
               . The pending SEC/USAO investigation of the Company;
               . Net capital requirements;
               . Systems failures;
               . Stock price volatility;
               . The Year 2000 problem.

               These risks and uncertainties are not the only ones we face,
          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 our business 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 the forward-
          looking statements.  See Item 2 "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 hold 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.  Although 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 500 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 maintains a
          minimal 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.  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 during this reporting period.  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

          (a)  Exhibits.

          4.2  9% Senior Secured Convertible Note due December 31, 1999 in
               the principal amount of $3,418,969 issued by the Company to
               Third Capital Partners, LLC.

          4.3  Extension Agreement dated November 8, 1999, between the
               Company and Third Capital Partners, LLC, extending the
               maturity date of the 9% Senior Secured Convertible Note in
               the principal amount of $3,418,969.

          4.4  Extension Agreement dated November 8, 1999, between the
               Company and Third Capital Partners, LLC, extending the
               maturity date of the 9% Secured Convertible Note in the
               principal amount of $2,000,000.

          (b)  During the third quarter, the Company did not file a Report
               on Form 8-K.




               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


          November 12, 1999




          Exhibit 4.2


                                                               NO. R-7
                    NEITHER THIS NOTE NOR ANY SECURITIES
                    INTO WHICH IT IS CONVERTIBLE HAS BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF
                    1933, AS AMENDED, OR ANY APPLICABLE
                    SECURITIES LAW OF ANY JURISDICTION AND
                    MAY NOT BE TRANSFERRED UNTIL (i) A
                    REGISTRATION STATEMENT UNDER SUCH
                    SECURITIES ACT OR SUCH APPLICABLE
                    SECURITIES LAWS SHALL HAVE BECOME
                    EFFECTIVE WITH REGARD THERETO, OR (ii)
                    IN THE OPINION OF COUNSEL ACCEPTABLE TO
                    THE COMPANY REGISTRATION UNDER SUCH
                    SECURITIES ACT OR SUCH APPLICABLE
                    SECURITIES LAWS IS NOT REQUIRED IN
                    CONNECTION WITH SUCH PROPOSED TRANSFER,
                    INCLUDING, WITHOUT LIMITATION, PURSUANT
                    TO REGULATION S PROMULGATED UNDER SUCH
                    SECURITIES ACT.

                              JB OXFORD HOLDINGS, INC.

               9% Secured Convertible Note Due December 31, 1999


          $3,418,695.59                                     May 26, 1998

                    FOR VALUE RECEIVED, JB OXFORD HOLDINGS, INC., a
          Utah corporation ("Issuer"), hereby promises to pay,
          pursuant to the terms and conditions hereof, to Third
          Capital Partners, LLC or registered assigns ("Payee"), the
          principal sum of Three  Million Four Hundred Eighteen
          Thousand Six Hundred Ninety-five Dollars and Fifty-nine
          Cents ($3,418,695.59), together with interest from the date
          first written above on the unpaid principal balance at nine
          percent (9%) per annum, compounded monthly.  Interest shall
          be computed on the basis of actual days elapsed in a 365 or
          366 day year, as the case may be.

                    1.   Parents of Principal and Interest.  On the
          last day of each month commencing on May 31, 1998 and
          continuing through and including November 30, 1999, Issuer
          will pay interest only on the Note calculated in accordance
          with the provisions set forth above.  Thereafter, on
          December 31, 1999, Issuer shall pay all remaining principal
          and accrued interest thereon.  If the specified payment date
          for any payment of principal and/or interest shall be on
          Saturday, Sunday or a legal holiday, or the equivalent for
          banking institutions generally in the State of California,
          then such payment may be made in the next succeeding day
          which is not one of the foregoing days without additional
          interest and with the same force and effect as if made on
          the specified date for such payment, and such date shall be
          deemed the "payment date" of such payment for all purposes
          hereof.

                    2.   Application of Payments.  All sums paid by
          Issuer to Payee in connection with this Note shall be
          applied first to accrued but unpaid interest thereon, next
          to principal thereof and the balance, if any, to any other
          obligations owing hereunder (if any).

                    3.   Compounding Interest.  If any installment of
          principal or interest hereunder is not paid when due with
          respect to this Note, Payee shall have the right to (in
          addition to the other rights set forth herein, in the Note
          Purchase Agreement, and under law) compound interest by
          adding the unpaid interest to the principal balance of the
          Note, with such amount thereafter bearing interest at the
          rate provided in this Agreement.

                    4.   Note Purchase Agreement, Conversion:
                         Redemption, Defaults.
          Reference is hereby made to the further provisions of this
          Note set forth, in full in the Note Purchase Agreement, dated as
          of March 10, 1995, as amended, by and between Issuer and Payee
          (as assignee from Oeri Finance, Inc. (the "Note Purchase Agreement"),
          including, without limitation, the provisions relating to
          conversion, redemption and events of default of this Note,
          all of which provisions shall for all purposes have the same
          effect as if set forth in full herein.  Attached hereto and
          incorporated herein by this reference is a form of
          Conversion Notice.  Terms not otherwise defined in this Note
          shall have the meanings ascribed to them in the Note
          Purchase Agreement.

                    5.   Security for Payment.  This Note is secured
          by a pledge of Common Stock of JB Oxford & Company, a Utah
          corporation, and a pledge of Common Stock of Prolyx Data
          Systems, Inc., a Utah corporation, pursuant to a Stock
          Pledge Agreement, dated as of the date hereof, by and
          between Issuer and Oeri Finance, Inc. and assigned to Payee.

                    6.   No Usurious Charges.  Issuer acknowledges
          that Payee does not intend to contract for, charge or
          receive any interest or other charge which is usurious.
          Notwithstanding any other provision hereof, in no event
          shall the interest rate and other charges hereunder exceed
          the highest rate permissible under any law which a court of
          competent jurisdiction shall, in a final determination, deem
          applicable hereto.  In the event that a court determines
          that the Payee has received interest and other charges
          hereunder in excess of the highest rate applicable hereto,
          such excess shall be deemed received on account of, and
          automatically shall be applied to reduce, the principal of
          this Note, other than interest, and the provisions hereof
          shall be deemed amended to provide for the highest
          permissible rate.  If there is no principal balance of this
          Note outstanding, Payee shall refund to Issuer such excess
          interest paid.


                    7.   Registered Form of Note.

                         (a)  This Note is one of a duly authorized
          issue of Notes of Issuer designated as its 9% Secured
          Convertible Notes due December 31, 1999 (herein called the
          "Notes"), issued under the Note Purchase Agreement.
          Reference is hereby made to the Note Purchase Agreement for
          a statement of the respective rights, limitations, duties
          and obligations thereunder of Issuer and Payee, and the
          terms upon which the Notes are, and are to be, authenticated
          and delivered.

                         (b)  The Notes are issuable only in
          registered form without coupons in denominations of $1,000
          and integral multiples of $1,000 in excess thereof and
          transferable and be changeable as provided in the Note
          Purchase Agreement.  As provided in the Note Purchase
          Agreement and subject to certain limitations therein set
          forth, the Notes are exchangeable for a like aggregate
          principal amount of Notes of a different authorized
          denomination, as requested by the holder surrendering the
          same.

                         (c)  Prior to due presentment of this Note
          for registration of transfer, Issuer and any agent of
          Issuer, may treat the person in whose name this Note is
          registered as the owner hereof.

                         (d)  Issuer shall maintain a written record
          of the ownership of this Note and the obligations to pay
          interest and principal evidenced hereby.  In addition to any
          other provisions regarding transfer of the Note set forth
          herein, the obligations evidenced by the Note to pay
          principal and interest may only be transferred if the holder
          shall indorse the Note in favor of a named transferee, and
          the transferee, as new holder thereof, shall surrender the
          Note to the Company, whereupon the Issuer shall promptly
          issue a new Note in favor of such transferee.  The Note may
          not be transferred to, or otherwise indorsed, in favor of
          bearer, nor may it be indorsed in blank.  The Issuer shall
          recognize as the holder of a Note only a holder who has
          acquired title in the manner described in the preceding
          sentences.

                         (e)  Prior to making any payments under the
          Note, the Issuer shall ascertain whether it is obligated
          under Internal Revenue Code Sections 1441 or 1442, as
          applicable, to withhold in respect to any such payment.  If
          requested by the Issuer, the holder of this Note shall
          execute and deliver an IRS Form W-8 Certificate of Foreign
          Status to the Issuer certifying that such holders are
          foreign entities that are not subject to U.S. information
          return reporting or withholding rules.  In the event the
          Issuer has determined that withholding is required, and the
          holder of this Note claims the benefits of any applicable
          tax treaty providing for a reduced rate of withholding, the
          holder of this Note shall execute and deliver to the Issuer
          Internal Revenue Service Form 1001.  All holders of this
          Note shall notify the Issuer of any loss of, or exchange in,
          its exempt status.

                         (f)  Payee and its transferees, if any, agree
          to indemnify the Issuer for any tax, interest or penalty
          loss imposed on the Issuer in the event that any taxing
          authority determines that the Issuer is or was required to
          withhold with respect to any payment made hereunder.
          However, the previous sentence shall not apply to any tax,
          interest or penalty imposed after the Issuer has either been
          notified by any taxing authority that withholding is
          required, or after the Payee (or such transferee) has
          informed the Issuer that the Payee (or such transferee) is
          no longer exempt from withholding.  In that event, the Payee
          (or such transferee, as applicable) shall not be liable for
          interest and penalties imposed by any taxing authority that
          arise out of the Issuer's failure to withhold.  If the
          Issuer fails to withhold the necessary amount from any
          subsequent payment, the Issuer's only remedy shall be to
          withhold tax on any subsequent payments, or to obtain
          reimbursement for the tax only.

                    8.   Amendments and Waivers.  No failure on the
          part of Payee to exercise any right or remedy hereunder
          shall operate as a waiver thereof, nor shall any single or
          partial exercise of any such right or remedy preclude
          further exercise thereof or the exercise of any other right
          or remedy hereunder.  This Note may be amended, or in
          compliance with any provision hereof waived, only by a
          written agreement duly executed by Payee (or any successor
          or assign) and Issuer.

                    9.   Cumulative Rights.  The remedies of Payee as
          provided herein shall be cumulative and concurrent and may
          be pursued successively or concurrently against Issuer
          and/or the collateral securing this Note, and the failure to
          exercise any such right or remedy shall in no event be
          construed as a waiver or release of the same.

                    10.  Attorneys' Fees.  In the event of any
          litigation in connection with this Note, the prevailing
          party shall be entitled to reasonable costs, including,
          without limitation, attorneys' fees.

                    11.  Issuer's Waivers.  Issuer waives notice of
          acceptance hereof, presentment and demand for payment,
          protest and notice of dishonor or default, trial by jury,
          and the right to interpose any set-off or counterclaim of
          any nature or description.

                    12.  Severability.  If any section or provision of
          this Note, or the application of such section or provision,
          is held invalid, the remainder of this Note and the
          application of such section or provision to persons or
          circumstances other than those to which its application is
          held invalid shall not be affected thereby.

                    13.  Assignment by Payee.  Payee may assign its
          rights under this Note as described in the Note Purchase
          Agreement.

                    14.  Governing Law.  This Note and the legal
          relations between Issuer and Payee shall be governed by and
          construed in accordance with the internal laws of the State
          of California.

                    IN WITNESS WHEREOF, the undersigned has executed
          and delivered this Note as of the date first above written.


                                        JB OXFORD HOLDINGS, INC.,


                                        By:  Michael J. Chiodo
                                        Its: Chief Financial Officer





          Exhibit 4.3


                              EXTENSION AGREEMENT



          Date:  November 8, 1999



          To JB Oxford Holdings, Inc.:

               On behalf  of  Third  Capital  Partners,  LLC,  as  the
          beneficial owner of $3,418,695.59 principal amount of the 9%
          senior Secured Convertible Note, dated May 26, 1998,  issued
          pursuant to  the JB  Oxford  Holdings, Inc.  Senior  Secured
          Convertible Note Purchase Agreement,  dated March 10,  1995,
          and having  a  Maturity Date  of  December 31,  1999,  Third
          Capital Partners, LLC, hereby extends the repayment of  said
          Note for a period of  twelve additional months, to  December
          31, 2000.  Until the new Maturity Date of December 31, 2000,
          JB Oxford  Holdings, Inc.  is  authorized to  make  interest
          payments only, and no principal payments shall be due.   All
          other terms of the Senior Secured Convertible Note  Purchase
          Agreement shall remain in effect.


                                DATED this 8th day of  November, 1999,

                                THIRD CAPITAL PARTNERS, LLC
                                a Tennessee limited liability company



                                By:________________________________
                                     Christopher L. Jarratt
                                Its: Chief Manager
                                     314 Church Street, Ninth Floor
                                     Nashville, TN 37201






          Exhibit 4.4

                              EXTENSION AGREEMENT



          Date:  November 8, 1999



          To JB Oxford Holdings, Inc.:

               On behalf  of  Third  Capital  Partners,  LLC,  as  the
          beneficial owner of  $2,000,000 principal amount  of the  9%
          Secured  Convertible  Note,  dated  June  8,  1998,   issued
          pursuant to the JB Oxford Holdings, Inc. Secured Convertible
          Note Purchase Agreement,  dated June 8,  1998, and having  a
          Maturity Date of December 31, 1999, Third Capital  Partners,
          LLC, hereby extends the repayment of said Note for a  period
          of twelve additional  months, to December  31, 2000.   Until
          the new  Maturity  Date  of December  31,  2000,  JB  Oxford
          Holdings, Inc. is authorized to make interest payments only,
          and no principal payments shall be due.  All other terms  of
          the Senior Secured Convertible Note Purchase Agreement shall
          remain in effect.


                                 DATED this 8th day of  November,1999,

                                 THIRD CAPITAL PARTNERS, LLC
                                 a Tennessee limited liability company



                                 By:________________________________
                                      Christopher L. Jarratt
                                 Its: Chief Manager
                                      314 Church Street, Ninth Floor
                                      Nashville, TN 37201