_____________________________________________________________________________
                                     
                                     
                               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
         March 31, 1999                                  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 March 31, 1999, the registrant had 6,166,451 shares of its
Common Stock, $.01 par value, issued and outstanding.
_____________________________________________________________________________

<PAGE>

                      PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                        JMC GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                                                       
                                                 March 31,    December 31,
                                                    1999          1998
                                                ------------  ------------
ASSETS
 CURRENT ASSETS                                                         
  Cash and cash equivalents                     $  4,856,843  $  4,895,190
  Receivables from insurance companies                89,778        94,274
  Income tax receivable                               89,257        68,851
  Deferred tax asset                                  63,530        63,884
  Other assets                                        91,620       122,267
                                                ------------  ------------
    TOTAL CURRENT ASSETS                           5,191,028     5,244,466
                                                                            
  Investment in OptiMark Technologies, Inc.        1,000,000     1,000,000
  Furniture, equipment and leasehold
   improvements - net of accumulated
   depreciation and amortization of $524,819
   in 1999 and $520,840 in 1998                       16,311        20,290
                                                                            
  Asset-based fees purchased - net of
   accumulated amortization of $1,094,333
   in 1999 and $1,073,386 in 1998                    302,796       323,743
                                                ------------  ------------
                                                
    TOTAL ASSETS                                $  6,510,135  $  6,588,499
                                                ============  ============
LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES                                                    
  Accrued fees to financial institutions        $     43,211  $     48,966
  Accrued expenses and other liabilities              30,066        72,614
  Allowance for contract cancellations                     -         5,858
  Accrued payroll and related expenses                40,626        34,481
                                                ------------   -----------
    TOTAL CURRENT LIABILITIES                        113,903       161,919
                                                                            
 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 
   6,166,451 shares in 1999 and 6,119,951 shares 
   in 1998                                            61,664        61,664
  Additional paid-in-capital                         583,276       583,276
  Retained earnings                                5,751,292     5,781,640
                                                ------------   -----------
    TOTAL STOCKHOLDERS' EQUITY                     6,396,232     6,426,580
                                                ------------   -----------
      TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY                                   $  6,510,135   $ 6,588,499
                                                ============   ===========
 The accompanying notes are an integral part of these financial statements.
                                      2
<PAGE>

                        JMC GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                                                                       
                                                                       
                                                 Three Months Ended March 31,
                                                        1999       1998
                                                 ------------    ------------
REVENUES                                                           
  Commissions                                    $   263,674     $   368,745
  Gain on sale of certain future asset-based     
   fee revenue                                             -         330,000
  Interest                                            57,043          75,235
  Other                                                  720           6,195
                                                 ------------    ------------
    TOTAL REVENUES                                   321,437         780,175
                                                 ------------    ------------
EXPENSES                                                  
  Employee compensation and benefits                 140,223         303,236
  Fees to financial institutions                      83,053         136,125
  Professional fees                                   56,117          49,067
  Rent                                                15,070          20,419
  Telephone                                            7,698          11,589
  Depreciation and amortization                        3,979           9,040
  Other general and administrative expenses           65,161          97,389
                                                 ------------    ------------
    TOTAL EXPENSES                                   371,301         626,865
                                                 ------------    ------------
  INCOME (LOSS) BEFORE INCOME TAXES                  (49,864)        153,310
                                                              
INCOME TAX PROVISION (BENEFIT)                       (19,516)         60,387
                                                 ------------    ------------

  NET INCOME (LOSS)                              $   (30,348)    $    92,923
                                                 ============    ============
EARNINGS (LOSS) PER SHARE                                 
  BASIC                                          $     (0.00)    $      0.02
                                                 ============    ============
  DILUTED                                        $     (0.00)    $      0.02
                                                              
WEIGHTED AVERAGE NUMBER OF SHARES                         
  BASIC                                            6,166,451       6,046,958
  DILUTED                                          6,166,451       6,054,671
    
                                     
The accompanying notes are an integral part of these financial statements.
                                      3
<PAGE>

                        JMC GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                                               
                                                 Three Months Ended March 31,
                                                       1999        1998
                                                 ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:           
  Net income (loss)                              $   (30,348)    $    92,923
  Adjustments to reconcile net income (loss) to                  
   net cash provided (used) by operating
   activities:
    (Gain) loss on sale of furniture and
     equipment                                             -          (5,120)
    Depreciation and amortization                      3,979           9,040
    Amortization of asset-based fees purchased        20,947          25,989
    Deferred tax provision                               354          44,374
  Changes in assets and liabilities:                            
    Cash segregated under securities                  
     regulations                                           -         843,494
    Receivables from insurance companies               4,496         204,189
    Receivable from financial institution                  -       1,462,861
    Income taxes receivable                          (20,406)              -
    Other assets                                      30,647          34,236
    Accrued fees to financial institutions            (5,755)        (45,214)
    Customer funds segregated under
     securities regulations                                -        (843,494)
    Accrued expenses and other liabilities           (42,548)       (150,107)
    Accrued restructuring                                  -        (161,059)
    Allowance for contract cancellations              (5,858)        (12,964)
    Income tax payable                                     -           8,683
    Accrued payroll and related expenses               6,145         (42,882)
                                                 ------------    ------------
      NET CASH PROVIDED (USED) BY OPERATING        
       ACTIVITIES                                    (38,347)      1,464,949
                                                 ------------    ------------
                                                             
CASH FLOWS FROM INVESTING ACTIVITIES:                            
  Purchase of furniture, equipment and leasehold     
   improvements                                            -          (1,351)
  Proceeds from sale of furniture and equipment            -           5,120
                                                 ------------    ------------
      NET CASH PROVIDED BY INVESTING
       ACTIVITIES                                          -           3,769
                                                 ------------    ------------
CASH FLOW FROM FINANCING ACTIVITIES:                             
  Proceeds from common stock options exercised             -          72,769
                                                 ------------    ------------
      NET CASH PROVIDED BY FINANCING
       ACTIVITIES                                          -          72,769
                                                 ------------    ------------
      NET INCREASE (DECREASE) IN CASH AND
       CASH EQUIVALENTS                              (38,347)      1,541,487
                                               
                                                                 
      CASH AND CASH EQUIVALENTS AT BEGINNING
       OF PERIOD                                   4,895,190       4,261,531
                                                 ------------    ------------
      CASH AND CASH EQUIVALENTS AT END OF
       PERIOD                                    $ 4,856,843     $ 5,803,018
                                                 ============    ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                
  Cash paid for:                                                 
    Income taxes                                 $       631    $     11,835
                                     
The accompanying notes are an integral part of these financial statements.
                                      4
<PAGE>

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, 1998 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, 1998.
          
NOTE 2.   PROPOSED MERGER

          On March 25, 1999, the Company announced a proposed merger with
          privately held Fechtor, Detwiler & Co., Inc., a registered broker-
          dealer, headquartered in Boston, Massachusetts. Both companies
          are completing their due diligence and are working toward the
          execution of a definitive agreement.  The merger is subject to
          stockholder approval and receipt of a fairness opinion.

                                      5
<PAGE>

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 dated March 29, 1999.

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

FIRST QUARTER 1999 COMPARED TO FIRST QUARTER 1998

     The Company realized a net loss of $30,000 in the first quarter of
1999 compared to net income of $93,000 for the comparable quarter of last
year.  The first quarter 1998 results included a gain of $330,000 ($198,000
or $0.03 per share after estimated tax provision) on the sale of the rights
to certain future asset-based fee revenues to a former client financial
institution.  Excluding this gain, the Company would have reported a net
loss of $105,000 (or $0.01 per share) for the first quarter of 1998.

     Total revenues for the quarter ended March 31, 1999 were $321,000
compared to $780,000 in the first quarter of 1998, a reduction of $459,000
or 59%.  Excluding the gain of $330,000 in the first quarter of 1998
described above, total revenues decreased $129,000 or 29% from the first
quarter of 1998.

     This decrease is primarily a result of the following:

 . A decrease in sales production related commissions of $67,000 or 50%
  as a result of management's decision to terminate retail bank operations at
  the end of 1997.

 . Asset-based fee revenues decreased approximately $38,000 due in part
  to the sale of the rights to asset-based fee revenues related to the
  Company's Tennessee operation at the end of the fourth quarter of 1997 and
  in part to the normal attrition associated with deaths and conversions of
  previously sold annuities.

     Total expenses for the quarters ended March 31, 1999 and 1998 were
$371,000 and $627,000, respectively.  This $256,000 or 41% decrease is
primarily attributable to:

 . A $53,000 or 39% reduction in fees to financial institutions due to
  lower sales volume

 . A decrease of $163,000 or 54% in employee compensation and benefit
  expenses, primarily as a result of the Company terminating most of its
  personnel at the beginning of 1998.

 . The remaining decrease of approximately $40,000 or 21% resulted from a
  general reduction in operations.

FIRST QUARTER 1999 COMPARED TO FOURTH QUARTER 1998

     The net loss for the first quarter of 1999 of $30,000 compares to a
net income of $7,000 for the fourth quarter of 1998.  Total revenues
decreased $32,000 or 9% due to decreased asset based revenues and lower
interest earned on the Company's money market funds.
                                      6
<PAGE>

     Total expenses for the quarters ended March 31, 1999 and December 31,
1998 were $371,000 and $342,000, respectively.  This reflects a $29,000 or
8% increase.

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

     As of March 31, 1999, the Company had cash and cash equivalents of
approximately $4,857,000, a decrease of approximately $38,000 from
$4,895,000 in cash and cash equivalents at December 31, 1998.

     Future fees, both those due from provider companies 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
is 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 values have been supported by the sale of the rights to
certain future fees in the first quarter of 1998 and prior years.  The
projected value of the future asset-based fees on the remaining block of
business at March 31, 1999 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 $3 million to $4 million, pre-tax, based on the Company's
valuation calculations.  Such 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.

OPTIMARK INVESTMENT

     The Company in September 1998 utilized $1,000,000 of its cash to
purchase 100,000 shares of the common stock of OptiMark Technologies, Inc.
(OptiMark), a private, development-stage company based in Durango,
Colorado.  OptiMark owns all rights to the advanced trading technology of
the OptiMark System, an electronic equity trading process, which offers
investors the ability to match buying and selling orders in multiple ranges
and sizes.  The system utilizes advanced computers and patented algorithms
in order to match the buyers and sellers within seconds and with anonymity.
OptiMark currently has agreements with the Nasdaq National Market System
and the Pacific Exchange.  OptiMark also announced in September 1998 that
it had entered into a joint venture agreement in Japan with Nihon Keizai
Shumbun, Inc. (Nikkei), QUICK Corporation and the Osaka Securities
Exchange, to adapt the OptiMark System for trading in Japanese listed
securities.  The OptiMark system began online trading through the Pacific
Exchange at the end of January 1999 and is expected to begin Nasdaq trading
in the summer of 1999.
                                      7

<PAGE>

BUSINESS DEVELOPMENT COMPANY RISK FACTORS

     The Company has elected to be regulated as a Business Development
Company ("BDC") under the Investment Company Act of 1940.  The Act provides
protection for investors but imposes restrictions on the Company's freedom
of action.  Risk factors that investors should consider are:

1.   Speculative Nature of Investments.  Investments by a BDC are confined
     ---------------------------------
     to stocks of companies that do not have an established "track record" of
     earnings, dividends or market value and frequently have no earnings at
     all.

2.   Limited Liquidity of Assets.  Investments by a BDC are in securities
     ---------------------------
     of development-stage companies, for which there is usually no ready
     market.

3.   Lack of Control of Portfolio Companies.  Most investments by a BDC are
     --------------------------------------
     confined to enterprises to which the BDC offers to provide significant
     managerial assistance.  However, such assistance does not constitute
     control and a portfolio company may pursue policies or strategies
     which are opposed to the advice of the BDC.

4.   Conflicts of Interests.  The other owners, the management or the
     ----------------------
     creditors of a portfolio company may have interests or objectives
     different from those of the BDC, creating the possibility of conflicts
     which may be detrimental to the interest of the BDC as investor.

5.   Restriction on Business Opportunities.  Unless its BDC status is
     -------------------------------------
     terminated by vote of its shareholders, a BDC may not change its
     business or engage in new business activities.  Consequently, the
     directors and management of a BDC do not have freedom to take advantage
     of business opportunities that may become available.

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

TERMINATION OF HISTORICAL BUSINESS LINES

     The Company announced at the end of 1997 that it would be terminating
its retail sales bank programs.  Accordingly, the Company has substantially
exited from its traditional lines of business.  The Company continues to
service and maintain all annuity contracts and mutual fund accounts in
place at the end of the first quarter of 1999 in order to maximize the
return on those assets.

BUSINESS OPPORTUNITIES

     On March 25, 1999, the Company announced a proposed merger with
privately held Fechtor, Detwiler & Co., Inc. ("FEDE"), a registered broker-
dealer, headquartered in Boston, Massachusetts. Both companies are
completing their due diligence and are working toward the execution of a
definitive agreement.  The merger is subject to stockholder approval and
receipt of a fairness opinion.
     
     The merger is intended to create an entity that will combine the
financial services, including financial management, institutional and
retail brokerage, trading, investment banking, computer/information systems
of FEDE with the additional customer base, investment products and
marketing management skills of JMCG.

     Under the terms of the proposed merger, FEDE stockholders will receive
newly issued shares of JMCG.  Following the transaction, it is anticipated
that current JMCG stockholders will own approximately 48% of the
                                      8
<PAGE>

newly merged company.  If a definitive agreement is reached, the proposal is
expected to be voted upon by stockholders of JMCG in June or July.

     Terms of the merger, which is anticipated to be a tax free
reorganization, are subject to the execution of a definitive agreement.
The merged company will be headquartered in Boston with operations in San
Diego being expanded to better serve California and the West Coast markets.
James Mitchell & Co., the operating subsidiary of JMCG, will be a wholly
owned subsidiary of the combined company and will continue to be based in
San Diego.  The executives of both JMCG and FEDE will continue to be
actively involved in the operations of the merged company.

     In addition, management and the Board continue to explore strategic
alternatives for enhanced utilization of its remaining liquid assets.  In
the interim, the Company's cash assets are invested in government
securities, money market funds, cash equivalents and in stock of OptiMark
Technologies, Inc. as described above.

NASDAQ COMPLIANCE

     On March 16, 1999, the Registrant was informed by The Nasdaq Stock
Market that the Company's Common Stock would be listed on the Nasdaq
SmallCap Market via an exception from the minimum bid price requirements
effective March 18, 1999 at the opening of the market.  For the duration of
the exception, the Company's Nasdaq symbol will be JMCGC.

     The Company failed to meet the continued listing requirement for the
NMS as of December 16, 1998 and was granted a temporary exception from this
standard subject to JMCG meeting certain conditions.  On or before June 15,
1999, the Company must demonstrate a closing bid price of at least $1.00
per share; thereafter, the Company's closing bid price must meet or exceed
$1.00 per share for a minimum of ten consecutive trading days. In the event
the Company is deemed to have met the terms of the exception, it shall
continue to be listed on the Nasdaq SmallCap Market.  If the Company
remains in compliance throughout the expiration date of the exception, the
symbol will be returned to JMCG.

     The Company plans to seek approval of a reverse split of the Common
Stock, if deemed necessary by the Board in order to meet certain
requirements including minimum bid price, if it appears that the Common
Stock will be delisted.  However, it is not known at this time whether or
not it will be necessary to effect any reverse split of the Common Stock.

YEAR 2000

     The Company is aware of the issues associated with the programming
code in existing computer systems as the year 2000 approaches.  The issue
is whether computer systems will properly recognize date-sensitive
information when the year changes to 2000.  Management has identified its
non-compliant systems and has spent 90% of the amount it has budgeted to
bring the Company into year 2000 compliance.  The Company will continue to
expend necessary resources to assure that its computer systems are
reprogrammed in time to deal effectively with transactions in the year 2000
and beyond, however, the Company does not expect to expend any more
resources than it has currently budgeted for and is in its final testing
stages of new software which was required in order to update existing
systems.  The Company presently believes that, with further modifications
to existing software and conversions to new software, as well as with the
new software it has already purchased and the hardware which has already
been updated, the Year 2000 issue will not pose significant operational
problems for the Company's computer systems as so modified, converted or
replaced.  The Company also believes that any
                                      9
<PAGE>

additional costs of conversion, modification or replacement will not have a
material adverse effect on the Company's financial condition or results of
operations.  However, if such modifications and conversions are not completed
in a timely manner, the Year 2000 issue may have a material impact on the
operations of the Company.

     The Company is also currently determining the extent to which third
parties on which the Company relies are able to address this issue in a
timely manner.  For example, problems created by a lack of compliance by
third party service providers may inhibit the Company from adequately
servicing its current customer base thus causing a temporary impact on the
Company's operations.  The Company has taken steps to prepare itself in the
event any third party service provider is unable to provide any or all
services which it has been contracted to provide.  Should services from
third parties discontinue, whether due to non-compliance with Year 2000
issues or from any natural disaster, the Company plans to continue
providing assistance to its customers.

     Another possible problem would be if the insurance provider companies
and mutual fund companies which pay regular fees and commissions to the
Company, were unable to pay these amounts due to their lack of compliance,
computer system problems or a loss of customer account information.  If the
ongoing fee revenue stream were interrupted, this would create a material
impact on the Company's financial condition.  The Company has taken
measures to provide that customer account information is duplicated in both
electronic and physical formats to protect against any uncertainties in
account values, fee valuations or other loss of information.

     With the Company's current operating expenses, the current cash and
cash equivalent position should adequately supply the Company with
sufficient capital to continue its operations for extended periods should
any temporary interruption in revenue occur.
                                      10
<PAGE>

                        PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     As previously reported, during March 1993 the Florida Department of
Insurance (the "Department") commenced an administrative proceeding against
the Company's wholly owned subsidiary, James Mitchell & Co. ("JMC").  A
Final Order was issued in July 1995, however, the enforcement of the
majority of the Final Order was stayed pending the outcome of JMC's appeal.
The District Court of Appeal, for all material matters, affirmed the Final
Order in August 1996, and in October 1996, the District Court of Appeal
denied JMC's Motion for Rehearing.  In March 1997, the Florida Supreme
Court denied JMC's petition for review.  Although an agreement was reached
with the Florida Department of Insurance that the Final Order would be in
effect for a period of two years beginning October 1996, no administrative
action was taken against JMC Insurance Services Corporation or James
Mitchell's personal insurance license and he has been continually licensed
in the State of Florida as a non-resident life insurance agent since 1991.
Effective October 1998, all issues with the Florida Department of Insurance
were closed.

     On March 27, 1998, the California Department of Insurance ("DOI")
initiated proceedings in regards to the California insurance licenses of
James K. Mitchell and JMC Insurance Services Corporation in order to review
the allegations made by the Florida Department of Insurance in a Final
Order and to see whether any actions should be taken by the California DOI.
The Company exercised its right to request a hearing concerning this matter
in April 1998.  To date, management has not received a response to its
request for a hearing and does not believe that any possible proceedings
regarding this matter will have a material adverse effect on the Company's
business, financial condition or results of operations.

OTHER PROCEEDINGS

     The Company's broker-dealer subsidiary, JMC Investment Services, Inc.
("JMCI"), has been named as a defendant in a NASD arbitration regarding the
sales of real estate limited partnerships by Spear Rees & Co. (the
predecessor to JMCI) between 1990 and 1993.  Management does not believe
that such proceeding will have a material adverse effect on the Company's
financial condition or results of operations.
                                      11

<PAGE>

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

          Not applicable.

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.

               On March 18, 1999, the Company filed a report on
               Form 8-K regarding the announcement of a possible
               reverse split of the Company's Common Stock.
               
               On March 30, 1999, the Company filed a report on
               Form 8-K regarding the announcement of a proposed
               merger between the Company and Fechtor, Detwiler &
               Co., Inc.
               
                                      12

<PAGE>
                           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:     May 14, 1999            /s/ James K. Mitchell
                              -------------------------------
                              James K. Mitchell, Chairman and
                              Chief Executive Officer






Date:     May 14, 1999            /s/ Lee M. Forrester
                              --------------------------------
                              Lee M. Forrester, Controller and
                              Principal Accounting Officer

                                      13