_____________________________________________________________________________
                                       
                                       
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------

                                   FORM 10-Q
                                       
               QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                            ----------------------- 
                                       
                                       
 For the Quarterly Period ended                        Commission File Number
         June 30, 1997                                         0-12926
                            -----------------------

                                JMC GROUP, INC.
            (Exact name of registrant as specified in its charter)
                                       
              DELAWARE                                       95-2627415
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                                       

          9710 Scranton Road, Suite 100, San Diego, California  92121
           (Address of principal executive offices)        (Zip Code)

       Registrant's telephone number, including area code:  619-450-0055

                            -----------------------


      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                       
                          Yes   X        No
                              ------         ------

      As of June 30, 1997, the registrant had 6,044,351 shares of its common
stock, $.01 par value, issued and outstanding.

_____________________________________________________________________________
                       
                       PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                       JMC GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                                                                             
                                                    June 30,     December 31,
                                                      1997          1996
                                                  ------------- -------------
   ASSETS  
     CURRENT ASSETS                                                         
                                                 
       Cash and cash equivalents                  $  3,768,363  $  4,682,883
       Cash segregated under securities 
        regulations                                  1,450,958     1,247,231
       Receivables from insurance companies            426,670       674,409
       Receivable from financial institution                 -       325,000
       Income taxes receivable                         715,432       424,746
       Deferred tax asset                              208,072       194,361
       Other assets                                    253,471       243,256
                                                  ------------- -------------
         TOTAL CURRENT ASSETS                        6,822,966     7,791,886
                                                           
                                                  
     Furniture, equipment and leasehold 
      improvements - net of accumulated
      depreciation  and amortization of 
      $1,475,798 in 1997 and $1,466,390 in 1996        264,828       212,844
   
                                                                           
     Asset-based fees - net of accumulated 
      amortization of $696,921 in 1997 and 
      $635,836 in 1996                                 700,208       761,293
                                                  ------------- -------------
              TOTAL ASSETS                        $  7,788,002  $  8,766,023
                                                  ============= =============
   LIABILITIES AND STOCKHOLDERS' EQUITY                                   
     CURRENT LIABILITIES                                                    
       Accrued fees to financial institutions     $    114,995  $    321,609
       Customer funds segregated under securities               
        regulations                                  1,450,958     1,247,231
       Accrued expenses and other liabilities          244,765       491,556
       Allowance for contract cancellations             67,633        53,813
       Accrued payroll and related expenses            112,009       133,911
                                                  ------------- -------------
         TOTAL CURRENT LIABILITIES                   1,990,360     2,248,120
                                                                          
   STOCKHOLDERS' EQUITY                                                   
       Preferred stock, no par value; authorized
        5,000,000 shares                                     -             -
       Common stock, $.01 par value; authorized 
        20,000,000 shares; issued and outstanding 
        6,044,351 shares in 1997 and 6,218,898
        shares in 1996                                  60,443        62,189
       Additional paid-in-capital                      466,849       644,651
       Retained earnings                             5,270,350     5,811,063
                                                  ------------- -------------
         TOTAL STOCKHOLDERS' EQUITY                  5,797,642     6,517,903
                                                  ------------- -------------
           TOTAL LIABILITIES AND STOCKHOLDERS' 
            EQUITY                                $  7,788,002  $  8,766,023
                                                  ============= =============
                                                  
    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                       JMC GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                                                               
                                                                   
                                                  Three Months Ended June 30,
                                                      1997           1996
                                                  -------------  ------------
     REVENUES
       Commissions                                $  1,080,631   $ 2,491,021
       Interest                                         56,750        54,308
       Other                                               675         1,879
                                                  ------------- -------------
           TOTAL REVENUES                            1,138,056     2,547,208
                                                  ------------- -------------
     EXPENSES                                                                
       Employee compensation and benefits              759,338     1,219,354
       Fees to financial institutions                  387,890     1,014,898
       Professional fees                               107,544        54,559
       Rent                                             68,727        81,756
       Telephone                                         5,457        36,723
       Depreciation and amortization                    29,109       145,084
       Other general and administrative expenses       203,814       336,295
                                                  ------------- -------------
         TOTAL EXPENSES                              1,561,879     2,888,669
                                                  ------------- -------------
       LOSS BEFORE INCOME TAXES                       (423,823)     (341,461)
                                                                          
     INCOME TAX BENEFIT                               (133,690)     (126,340)
                                                  ------------- -------------
         NET LOSS                                 $   (290,133)  $  (215,121)
                                                  ============= =============

     LOSS PER SHARE                               $      (0.05)  $     (0.03)
                                                  ============= ============= 
     WEIGHTED AVERAGE SHARES                         6,044,351     6,218,898
                                                                          
                                             
    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                       JMC GROUP, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                                                      
                                                          
                                                   Six Months Ended June 30,
                                                      1997          1996
                                                  ------------- -------------
     REVENUES
       Commissions                                $  2,219,422   $ 5,255,000
       Interest                                        116,049       123,736
       Other                                             8,811         8,549
                                                  ------------- -------------
         TOTAL REVENUES                              2,344,282     5,387,285
                                                  ------------- ------------- 
     EXPENSES                                                           
       Employee compensation and benefits            1,525,674     2,602,823
       Fees to financial institutions                  805,859     2,103,860
       Professional fees                               172,748       122,471
       Rent                                            132,418       180,740
       Telephone                                        21,917        82,183
       Depreciation and amortization                    61,236       294,674
       Other general and administrative expenses       459,722       549,632
                                                  ------------- -------------
         TOTAL EXPENSES                              3,179,574     5,936,383
                                                  ------------- -------------
       LOSS BEFORE INCOME TAXES                       (835,292)     (549,098)
                                                                          
     INCOME TAX BENEFIT                               (294,579)     (201,735)
                                                  ------------- -------------
       NET LOSS                                   $   (540,713)  $  (347,363)
                                                  ============= =============
                                                                         
     LOSS PER SHARE                               $      (0.09)  $     (0.06)
                                                  ============= =============
     WEIGHTED AVERAGE SHARES                         6,067,315     6,218,898
                                                                          
                                             
    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                       JMC GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
                                                                          
                                                     Six Months Ended June 30,
                                                        1997          1996
                                                    ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:  
  Net loss                                          $  (540,713)  $  (347,363)
  Adjustments to reconcile net loss to net cash 
   used by operating activities:
    Gain on sale of furniture and equipment              (6,733)       (1,998)
    Depreciation and amortization                        61,236       294,674
    Amortization of asset-based fees                     61,085        74,482
    Deferred tax provision                              (13,711)        2,476
  Changes in assets and liabilities:                                    
    Cash segregated under securities regulations       (203,727)     (299,246)
    Receivables from insurance companies                247,739       (49,886)
    Receivable from financial institution               325,000       109,450
    Income taxes receivable                            (290,686)     (399,607)
    Other assets                                        (13,166)     (512,575)
    Accrued fees to financial institutions             (206,614)       66,114
    Customer funds segregated under securities 
     regulations                                        203,727       299,246
    Accrued expenses and other liabilities             (246,791)     (440,781)
    Allowance for contract cancellations                 13,820       (11,475)
    Accrued payroll and related expenses                (21,902)        1,472
                                                    ------------  ------------
       NET CASH USED BY OPERATING ACTIVITIES           (631,436)   (1,215,017)
                                                    ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                      
  Purchase of furniture, equipment and leasehold 
   improvements                                        (111,036)      (18,000)
  Proceeds from sale of furniture and equipment           7,500        10,700
  Payment for consulting and marketing agreement              -    (1,250,000)
                                                    ------------  ------------
       NET CASH USED BY INVESTING ACTIVITIES           (103,536)   (1,257,300)
                                                    ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                       
  Repurchase of common stock                           (194,548)            -
  Proceeds from stock options exercised                  15,000        20,000
                                                    ------------  ------------
       NET CASH PROVIDED (USED) BY FINANCING 
        ACTIVITIES                                     (179,548)       20,000
                                                    ------------  ------------
       NET DECREASE IN CASH AND CASH EQUIVALENTS       (914,520)   (2,452,317)
                                                                            
       CASH AND CASH EQUIVALENTS AT BEGINNING OF 
        PERIOD                                        4,682,883     5,832,598
                                                    ------------  ------------
       CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 3,768,363   $ 3,380,281
                                                    ============  ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                         
  Cash paid for:                                                        
    Interest                                        $         -   $       520
    Income taxes                                    $     9,542   $   186,575
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING 
 ACTIVITIES                                      
  Warrants issued in connection with the consulting 
   and marketing agreement                          $         -   $   315,000

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

NOTE 1.     BASIS OF PRESENTATION

            The accompanying financial statements have been prepared in
            accordance with the instructions to Form 10-Q and, therefore, do
            not include all information and footnote disclosures that are
            otherwise required by Regulation S-X and that will normally be
            made in the Company's Annual Report on Form 10-K.  The financial
            statements do, however, reflect all adjustments which are, in the
            opinion of management, necessary for a fair statement of the
            results of the interim period presented.
            
            The balance sheet at December 31, 1996 has been derived from the
            audited financial statements at that date.  It is recommended that
            these financial statements be read in conjunction with the
            Company's financial statements and notes thereto included in the
            Company's Form 10-K for the year ended December 31, 1996.
            
NOTE 2.     NET LOSS PER SHARE

            Net loss per share amounts are computed based on the weighted
            average shares outstanding during the periods which include any
            dilutive stock options and warrants.
            
            In February 1997, the Financial Accounting Standards Board issued
            Statement of Financial Accounting Standards ("SFAS") No. 128,
            "Earnings Per Share".  This statement specifies the computation,
            presentation, and disclosure requirements for earnings per share
            for entities with publicly held common stock.  SFAS No. 128 is not
            in effect for the Company in the second quarter of 1997, but will
            be in effect for financial statements issued for periods ending
            after December 15, 1997, including interim periods.  The Company
            does not expect the adoption of SFAS No. 128 to have a material
            effect on its net earnings or loss per share.
            
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion of the Company's business contained in this Form 10-Q includes
certain forward-looking statements.  For a discussion of factors which may
affect the outcome projected in such statements, see "Material Customers,"
"Competition," "Registration and Licensing," "Regulation," "Legal
Proceedings," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.

RESULTS OF OPERATIONS
---------------------

SECOND QUARTER 1997 COMPARED TO SECOND QUARTER 1996

The Company realized a net loss of $290,000 (or $0.05 per share) in the second
quarter of 1997 compared to a net loss of $215,000 (or $0.03 per share) for
the second quarter of last year.  For the six months ended June 30, 1997, the
Company had a net loss of $541,000 (or $0.09 per share) compared to net loss
of $347,000 (or $0.06 per share) during the first six months of 1996.

Total revenues for the quarter ended June 30, 1997 were $1,138,000, a decrease
of $1,409,000 or 55% from $2,547,000 in the second quarter of 1996.  This
reduction in revenues is primarily a result of the following:

 .  A decrease in sales production related gross revenues of $1,165,000 or
   66%.  This decrease is a result of gross sales production volumes declining
   $20 million or 65% in the second quarter of 1997 as compared to the second
   quarter of 1996.  This decline in sales volume is attributable to the
   termination of the Company's Virginia operation in the fourth quarter of 
   1996. See "Trends and Uncertainties -- Declining Revenues".  The combined 
   annuity and mutual fund gross revenue rate for the second quarter of 1997 
   as compared to such rate in the second quarter of 1996 declined from 5.6% 
   to 5.4% primarily as a result of changes in annuity commission rates.

 .  A decrease in asset-based fee revenues of approximately $245,000 in the
   second quarter of 1997 compared to 1996 as a result of the sale of the 
   rights to the portion of such asset-based fee revenues that related to the
   termination of the Company's Virginia operation during the fourth quarter 
   of 1996.  Second quarter 1996 asset-based fees related to the Virginia 
   operation totaled approximately $205,000.

Total revenues for the first six months of 1997 were $2,344,000 versus
$5,387,000 for the first six months of 1996, a decrease of $3,043,000 or 56%.
The decrease in revenues for the six month period of 1997 as compared to 1996
is also a result of a decrease in gross sales production of 67% and a decrease
in asset-based revenues offset by an increase in service fee revenue.

Total expenses for the quarters ended June 30, 1997 and 1996 were $1,562,000
and $2,889,000, respectively.  This $1,327,000 or 46% decrease is attributable
to:

 .  A $627,000 or 62% reduction in fees to financial institutions due to
   lower sales volume.

 .  A reduction of $107,000 or 72% in salespersons' commissions also due to
   lower sales volume.

 .  A $593,000 or 34% reduction in the remaining base operating expenses 
   primarily due to the downsizing of the Company's administrative and sales 
   management functions and a reduction in personnel related to the 
   termination of the Company's Virginia operation as previously discussed.  
   Included in the base operating expenses for the second quarter of 1996 is 
   $78,000 related to the amortization of a payment made to USBA Holdings, 
   Inc. as well as the value of warrants issued in the first quarter of 1996 
   in connection with a terminated business consolidation transaction.  (See 
   "USBA Marketing Agreement and Proposed Merger" in the Company's Annual 
   Report on Form 10-K for the year ended December 31, 1996.)

For the same reasons, total expenses for the six months ended June 30, 1997
decreased $2,756,000 or 46% to $3,180,000 from $5,936,000 in the first half of
1996.

SECOND QUARTER 1997 COMPARED TO FIRST QUARTER 1997

The Company realized a net loss of $290,000 (or $0.05 per share) in the second
quarter of 1997 compared to net loss of $251,000 (or $.04 per share) in the
first quarter of 1997.

Total revenues declined $68,000 or 6% to $1,138,000 in the second quarter of
1997 from $1,206,000 in the first quarter of 1997.  The decrease is a result
of a decrease in gross sales production of 2% and a decrease in asset-based
revenues.  Total expenses in the second quarter of 1997 were $1,562,000 versus
$1,618,000 in the first quarter of 1997, a reduction of $56,000 or 3%.  Such
reduction is primarily attributable to the reduction in sales volumes.

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

As of  June 30, 1997, the Company had cash and cash equivalents of
approximately $3,768,000, a decrease of approximately $915,000 from $4,683,000
in cash and cash equivalents at December 31, 1996.  Significant uses of cash
and cash equivalents include the following:

 .  A payment of $195,000 to repurchase stock from a former officer and
   director of the Company.

 .  A reduction of approximately $461,000 in current liability balances
   during the first six months of 1997 primarily as a result of the transition 
   of the operation and closing of the Company's facility in Virginia.

 .  Pre-tax losses incurred in the first six months of 1997 of approximately
   $835,000.

 .  These cash uses were offset, in part, by the receipt of $300,000 for the
   remaining balance of the proceeds from the sale of rights to future asset-
   based fees and a reduction of $248,000 in current receivable balance during
   the first six months of 1997.

Future fees, both those due from the provider company and those due to
financial institution clients, are not reflected as an asset or a liability in
the Consolidated Balance Sheets.  However, management does believe a value
exists related to the present value of the projected future net asset fees to
be retained by the Company.  Such projected future net asset fees are a
function of the projected accumulated value of assets in-force multiplied by
the net asset fee rate (gross asset fee rate less amount committed to the
financial institution).  The current value to the Company would then be the
discounted present value of such projected future asset fees less the present
value of an estimated cost to service the customers making up such in-force
assets.  Management's belief that a present value for such future asset-based
fees exists and the estimates used to calculate the range of such value are
supported by the sale of the rights to certain future fees in 1996 and prior
years.  The projected value of the future asset-based fees on the remaining
block of business at June 30, 1997 is based on assumptions as to growth,
persistency and risk adjusted discount rates.  The assumptions as to
persistency and growth of the business are based on historical data maintained
by the Company since its inception.  The discount rate used of between 8% and
10% is based on a risk-free rate of return plus a nominal additional factor
for risk (taking into account that risk factors are substantially covered by
the estimated persistency and growth rates).  Management believes the value of
these net future revenues is appropriately estimated at $6 million to $8
million, pre-tax.  Such estimated value is based on the estimates of the
variables used in the calculation (which are consistent with estimates used in
prior sales of future rights) and the actual realization, if any, could be
higher or lower than this range.

Based upon the Company's cash position as of June 30, 1997, Management expects
the Company will meet its operating and capital expenditure needs for the
remainder of its current fiscal year.

TRENDS AND UNCERTAINTIES
------------------------

DECLINING REVENUES

The Company's gross sales production decreased 65% when comparing the second
quarter of 1997 to the second quarter of 1996.  This decrease is primarily
attributed to the termination of the Virginia operation in the fourth quarter
of 1996.  Responding to these decreases in revenues, the Company has reduced
its operating expenses by more than $593,000 as compared to the second quarter
of 1996.  The Company continues to explore new business development
opportunities and strategic alternatives including business combinations and
other transactions.

                    PART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            The Company's broker-dealer subsidiary, JMC Investment Services,
            Inc., has been named as a defendant in lawsuits arising out of the
            sale of real estate limited partnerships prior to 1992 to
            customers of its predecessor.  In addition, the Company and its
            subsidiaries are involved in various legal and regulatory
            proceedings from time to time in the ordinary course of business.
            Management does not believe that any such proceedings will have a
            material adverse effect on the Company's financial condition or
            results of operation, and as of June 30, 1997, no such proceedings
            were pending.

ITEM 2.     CHANGES IN SECURITIES

            Not applicable.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            Not applicable.

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

            The Annual Meeting of Stockholders of JMC Group, Inc. was held on
            May 5, 1997.  The following matter was submitted to a vote of
            security holders:

            Election of Directors:  Edward J. Baran, Charles H. Black and
            Donald E. Weeden were elected to serve a three-year term, until
            the annual meeting of stockholders in 2000, or until their
            successors are duly elected.

                  The tally of voting for each nominee was as follows:

                                                  For            Withheld
                                                ---------        --------
                        Edward J. Baran         4,712,971         60,694
                        Charles H. Black        4,717,971         55,694
                        Donald E. Weeden        4,711,936         61,729

ITEM 5.     OTHER INFORMATION

            Not applicable.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a.)   Exhibits.

                  The following exhibit is filed herewith:

                  27     Financial Data Schedule

            b.)   Reports on Form 8-K.

                  None.
                  

                                  SIGNATURES


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




Date: August 13, 1997            /s/ James K. Mitchell
                                 -----------------------------------------
                                 James K. Mitchell, Chairman, President and
                                 Chief Executive Officer






Date: August 13, 1997            /s/ Daniel M. Harkins
                                 -----------------------------------------
                                 Daniel M. Harkins, Senior Vice President,
                                 General Counsel and Chief Financial Officer