SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C.  20549

                                         FORM 10-K
                                      ANNUAL REPORT
                           Pursuant to Section 13 or 15(d) of the 
                              Securities Exchange Act of 1934


For the fiscal year ended                       Commission file number 1-8517
February 28, 1997

                                THE QUICK & REILLY GROUP, INC.
                   (Exact name of registrant as specified in its charter)

     DELAWARE                                                   13-3082841      
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

230 South County Road, Palm Beach, Florida                   33480    
(Address of principal executive offices)                   (Zip code)

Registrant's telephone number, including area code (561) 655-8000

Securities registered pursuant to Section 12(b) of the Act:
                                                      Name of each exchange on
    Title of each class                                    which registered    
Common Stock, par value $.10                          New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:          None       
                                                              (Title of class)

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      

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K. (X)

The aggregate market value of voting stock held by non-affiliates of the 
registrant is $547,815,819 at May 9, 1997.

                               38,605,780
             (Number of shares of common stock outstanding at May 9, 1997)



<PAGE>
Documents Incorporated by Reference                              Form 10-K   

Annual Report to Shareholders for                                Parts II, IV
  year ended February 28, 1997

Proxy Statement for Annual Meeting                               Part III
  of Shareholders - June 24, 1997


<PAGE>
PART I
Item 1.   Business
         (a)  General Development of Business
         The Quick & Reilly Group, Inc. (the "Company") was originally 
incorporated in New York on June 25, 1981.  The Company was reincorporated in
Delaware in 1987.  It is a holding company owning all of the capital stock of
its primary subsidiaries: Quick & Reilly, Inc., U.S. Clearing Corp., JJC
Specialist Corp. and Nash, Weiss & Co.

                  Quick & Reilly, Inc. ("Q&R") was incorporated in New York on 
March 1, 1974.  Q&R became a member organization of the New York Stock Exchange,
Inc. ("NYSE") on May 2, 1974, and became the first member organization to offer 
substantially discounted commission rates to individual investors following 
the elimination of fixed commission rates by the Securities and Exchange 
Commission ("SEC") on May 1, 1975.

                  U.S. Clearing Corp. ("USCC") was incorporated in New York on 
December 22, 1978, as a subsidiary of the Company and began clearing customer
securities transactions in March 1979.

                  JJC Specialist Corp. ("JJC Specialist") was incorporated in 
New York as a subsidiary of the Company on September 10, 1982, and conducts 
specialist operations on the floor of the NYSE. 

                  On March 7, 1997, the Company acquired Nash, Weiss & Co. 
("Nash Weiss"), an over-the-counter market maker.  As of this date, Nash 
Weiss became one of the primary subsidiaries of the Company.  As this 
acquisition was subsequent to February 28, 1997, no financial or operational 
data for Nash Weiss is presented in this filing.
         
                  Q&R, USCC,  JJC Specialist, and Nash Weiss (the "primary 
subsidiaries") are registered as broker-dealers with the SEC.  Q&R, USCC and
JJC Specialist are member organizations of the NYSE. Q&R,  USCC, and 
Nash Weiss are members of the National Association of Securities Dealers (the
"NASD").  USCC is also a member of the American Stock Exchange (the "AMEX"), 
Boston Stock Exchange, Philadelphia Stock Exchange, Pacific Stock Exchange, 
Chicago Stock Exchange and Chicago Board of Options Exchange.  The primary 
subsidiaries are members of the Securities Investor Protection Corporation 
which provides protection for customer accounts up to $500,000 per customer, 
with a limitation of $100,000 on claims for cash balances.  USCC has arranged 
for an additional  $49.5 million worth of protection per customer on 
securities through the Aetna Casualty & Surety Co.
                  
                  (b)  Financial Information about Industry Segments
                  The Company operates in a single industry segment and has 
limited foreign operations. No material part of the Company's consolidated 
revenues is received from a single customer or group of customers.

                  (c)  Narrative Description of Business
The following table sets forth consolidated revenues of the Company, the number 
of branch offices of Q&R, and the number of USCC correspondents at year-end, on 
a comparative basis for each of the last three fiscal years:

<TABLE>
                         Fiscal Year Ended the Last Day of February           
                            1997                 1996               1995    
                        AMOUNT      %        AMOUNT     %       AMOUNT      %  
<CAPTION>
<S>                  <C>                 <C>                  <C>   
Commissions (Net of 
  clearance fees)   $196,925,000  38.8%  $165,259,000  37.2 $117,834,000  38.0 
Clearance Income      49,783,000   9.8     41,303,000   9.3   27,815,000   9.0 
Interest (1)         186,639,000  36.8    172,824,000  38.9  123,668,000  39.9
Trading               59,526,000  11.8     52,648,000  11.9   32,584,000  10.5
Other                 14,159,000   2.8     11,831,000   2.7    7,950,000   2.6  

TOTAL REVENUES      $507,032,000   100%  $443,865,000   100% $309,851,000  100%

Number of Q&R
Offices                  116                  112                 103

Number of USCC
Correspondents           330                  270                 179

<F1>
   (1)  Amounts for the fiscal years ended the last day of February 1996 and 
1995 have been restated to conform with the presentation for the fiscal year
ended February 28, 1997.

</TABLE>
<PAGE>
 Brokerage Services
        On May 1, 1975, the SEC eliminated fixed commission rates on securities 
transactions. Quick & Reilly, Inc. became the first Member of the New York 
Stock Exchange to offer discounted commissions to all investors..  
        
        Q&R reaches the self-directed investor through a combination of customer
referrals and national and local advertising, including the Internet.    An 
account is established when the application is returned and an initial 
transaction takes place.

        An extensive branch office system has been established by Q&R 
for investor convenience and to create a local community presence.  Personal 
brokers in the branch offices service client accounts and offer a full array 
of investment opportunities. 

        From a single office in New York in 1974, Q&R has grown to a 
total of 116 offices nationwide.  Five  new offices were opened during the 
fiscal year ended February 28, 1997.  These offices are located in Oklahoma 
City, OK; Reno, NV; Jupiter, FL; Las Vegas (West Side), NV; and Millburn, NJ.

        QuickWay Net, Q&R's Internet securities trading system, was launched in 
November, 1996. QuickWay Net, a competitively priced product, offers unlimited 
free quotes, portfolio management tools, and the ability to trade stocks, 
options and mutual funds.

        Q&R offers investors a number of additional methods to access their 
accounts and transact business  beyond the branch office system.  Available 
twenty four hours a day and seven days a week, these include Easy Trade which
provides touch-tone telephone access, QuickWay Plus (direct PC access)
and QuickWay Net which provides access through the Internet.

        Q&R has available various money market funds as well as load and no-load
mutual funds that are provided by outside vendors, representing over 150 
mutual fund families (of these, 50  are no-load fund families).  Represented
are more than 2,100  individual funds, including 580  no-load funds.

        Q&R provides investment information services to its clients to assist 
them in making investment decisions.   A list of these services includes:  
Standard & Poor's Marketscope; Standard & Poor's Stock  Reports; the Dow 
Jones News Service; Microsoft Money; Morningstar's Principia Service;
Wall Street by Fax; Quick & Reilly Top Performers Report prepared by Standard & 
Poor's; and Quick & Reilly's Dividend Study.

         The Company believes that Q&R's advertising has played a role in 
expanding the firm's customer base.  Advertising expenses for the fiscal 
years ended in 1997, 1996, and 1995 were approximately $8,360,000; 
$8,342,000;  and $5,218,000,  respectively.


Clearing Services

          USCC, which became operational in 1979, maintains accounts and
clears securities transactions for correspondents.  Correspondents consist of
Q&R, JJC, other specialist firms, banks, insurance companies, broker-dealers
and financial planners.  When a correspondent opens an account, the account 
is physically maintained by USCC as agent.

          USCC clears all securities transactions for Q&R's customer accounts 
and presently carries accounts and clears transactions for 330 
correspondents.  There is continued competition to obtain clearing agreements
with correspondent firms .  USCC competes in this respect with a number of other
large, highly visible, well-financed clearing firms.  Contacts between USCC 
and potential correspondent brokers are made through attending and exhibiting
at various trade and financial conferences, advertising, direct mail 
campaigns, referrals and solicited calls.  Price, services, diversity of data 
processing programs and applications, and reputation are the main basis of 
competition.  Management believes that USCC's services and systems are 
competitive.

          On January 23,  1996, USCC formed a subsidiary, Quick & Reilly 
Limited, to arrange transactions in U.S. Securities for institutional 
investors in the United Kingdom and Switzerland.  Quick & Reilly Limited 
became a member of the Securities and Futures Authority of the United Kingdom 
on July 3, 1997 and maintains offices in London, England and Zurich, 
Switzerland.

          Electronic data processing is an integral part of the Company's entire
brokerage operations, and particularly of USCC's operations.  The Company 
owns or leases the data processing hardware necessary to input trades and 
back-office data.  It relies on a data processing service bureau for 
programming and main frame computer capabilities.  Management thus far has been 
satisfied with the service bureau's performance, but there can be no 
assurance of satisfactory performance in the future.

          The Company believes that USCC's internal controls and safeguards 
against risk of securities theft are adequate.  USCC relies upon certificate 
counts, microfilming procedures, and video cameras recording movements in 
high security areas as deterrents to securities theft.  In addition, as required
by the NYSE and certain other regulatory authorities, USCC carries a fidelity 
bond covering loss or theft.  

         USCC is a member of the Securities Investor Protection Corporation 
("SIPC"), which protects the securities and cash in each account up to $500,000,
no more than $100,000 of which may be cash.  In addition, USCC has secured 
additional insurance up to $49,500,000, for securities only, above the SIPC 
protection.
  

Customer Financing
          Customers of correspondent brokers may effect transactions either on a
cash or margin basis.  In an account authorized for margin trading, USCC may
lend its customers an amount up to that permitted by the Federal Reserve 
Board  (Regulation T) . The amount of the loan is also subject to NYSE margin
requirements and the firm's internal policies, which in some instances are more 
stringent than Regulation T and NYSE requirements.

          Short sales of securities represent sales of borrowed securities and 
obligate the client to purchase the securities at a later date.  Clients may
sell securities short in a margin account subject to minimum equity, 
applicable margin requirements, and the availability of such securities to be 
borrowed and delivered.
             
          Interest is charged on the amount borrowed by customers to finance 
their margin transactions.  Interest charged on customer accounts represented a 
major component of the Company's gross revenues for the fiscal years ended 
the last day of February, 1997, 1996, and 1995.

          USCC uses cash balances in customer accounts, known as free credit 
balances, to finance customer margin account balances. Secured borrowings and
equity capital are also used to finance customer margin account borrowings.

          That portion  of the Company's net interest revenues derived from 
financing margin transactions and from free credit balances is affected not only
by the volume of business but also by fluctuations in prevailing interest rates.


Specialist Business

          JJC Specialist Corp. is one of the largest specialist firms on the 
NYSE trading floor.  The firm employs 38 specialists who are members of the
NYSE and make markets in 278  issues.  Each specialist firm is obligated by 
NYSE rules to maintain a fair and orderly market in those stocks in which it 
is registered.  One of the firm's primary roles is to purchase or sell stock
when there is a disparity between public supply and public demand.  This 
provides an opportunity for profits but also involves a high degree of risk 
during market volatility.

          At present, there are 38 specialist firms that compete in the 
allocation process for new stocks.  JJC Specialist was awarded eight 
securities during the fiscal year ended February 28, 1997.

         The following table sets forth the highest, lowest and average 
month-end long and short positions of the Company's specialist business for 
the year ending February 28, 1997:

<TABLE>
<S>                         <C>                        <C>                  
                                                        Average Month-End
  Highest Position            Lowest Position              Position
Long          Short        Long         Short         Long        Short     
$45,181,520   $25,788,816  $27,522,104  $13,253,071   $35,203,944 $17,650,687
</TABLE>



Over-the-counter Market Maker Business

         On March 7, 1997, Nash, Weiss & Co., a registered broker-dealer 
engaged solely in the business of providing market making services in 
securities traded in the over-the counter market, was acquired by the Company.  
           
       
Competition

         All aspects of the Company's business are highly competitive.  
Competition within the securities industry is principally based upon the price 
and quality of the products and services offered, financial resources, and 
the Company's reputation within the investing community.  There is also 
competition to attract and retain personnel within the securities industry.  
Competition for clients has increased from other sources, such as commercial
banks, savings institutions, mutual fund management companies and investment
advisory companies.  It is likely that competition from these institutions will
intensify as they expand their brokerage, clearance and specialist operations.

Regulation

        The Company's primary subsidiaries are subject to various federal and 
state laws which specifically regulate their activities.  The primary purpose of
these requirements is to enhance the protection of customer assets.  Under 
certain circumstances, these rules may limit the ability of the Company to
make withdrawals of capital from the primary subsidiaries.  These laws and 
regulatory requirements generally subject the primary subsidiaries to standards
of solvency with respect to capital requirements, financial reporting 
requirements, approval of qualifications of personnel engaged in various
aspects of their business, record keeping and business practices, the handling
of customer funds resulting from securities transactions and the extension of
credit to customers on margin transactions.  Infractions of these rules and 
regulations may result in suspension of individual employees and/or their 
supervisors, termination of employees, limitations on certain aspects of the 
subsidiary's business, as well as censures and fines, or even proceedings of
a civil or criminal nature which could result in a temporary or permanent
suspension of a part or all of the primary subsidiaries' activities.  Additional
information regarding regulatory requirements is set forth in Note 11 of the
Notes to Consolidated Financial Statements under the caption "Capital 
Requirements".  Such information is incorporated by reference.

Employees
        As of February 28, 1997, the Company and its subsidiaries had 1,169 
employees, including full-time and part-time employees.  Of these, 525 acted
as Account Executives for Q&R.  The Company's executive management group 
consists of six executive officers.  The Company believes its relations with 
its employees are good.

        (d)  Financial Information about Foreign and Domestic Operations and 
             Export Sales

             The Company's foreign operations are not significant to its overall
             operation.   


Item 2.  Properties
       
        The headquarters of the Company are located at 230 South County Road, 
Palm Beach, Florida, 33480.  The offices of its primary subsidiaries are located
at 26 Broadway, New York, New York 10004 under a lease expiring in 2005. 
Q&R's 116 branch offices are located in 34 states and the District of 
Columbia.  These offices are located in premises covered by leases that expire 
on various dates through 2008.

Item 3. Legal Proceedings
        
       In the ordinary course of their securities business, certain of the 
Company's primary subsidiaries have been named as  defendants in a number of 
legal actions.  In the opinion of management, based on discussions with 
counsel, the resolution of such actions will not have a material adverse effect
on the consolidated financial condition of the Company or on its results of 
operations.

     Nash Weis, together with most other major firms in the over-the-counter 
market making business, is a party to various class action lawsuits alleging 
that the firms maintained at an artificial level the spread between the bid and 
ask price on certain over-the-counter securities.  These allegations relate to 
the period prior to the acquisition of Nash Weiss by the Company, and the former
owner has agreed to indemnify the Company for up to approximately $16 million 
of liabilities relating to lawsuits and certain other liabilities of the 
Company. While the suits seek damages in unspecified amounts, management 
believes the ultimate outcome will not have a materially adverse effect on the 
consolidated financial condition of the Company or on its results of operations.
    
Item 4.  Submission of Matters to a Vote of Security Holders
        
       No matters were submitted to a vote of the Company's security holders 
during the fiscal year ended February 28, 1997.




<PAGE>
                                PART II

         Market for the Registrant's Common
Item 5.  Equity and Related Shareholder Matters

         The information required herein is reported on page 32 of the Company's
Annual Report to Shareholders for the year ended February 28, 1997, and is 
incorporated herein by reference.


Item 6.  Selected Financial Highlights
       
         The information required herein is reported on page 1 of the Company's 
Annual Report to Shareholders for the year ended February 28, 1997, and is 
incorporated herein by reference.

         Management's Discussion and Analysis of
Item 7.  Financial Condition and Results of Operations

         The information required herein is reported on pages 19 and 20 of the 
Company's Annual Report to Shareholders for the year ended February 28, 1997, 
and is incorporated herein by reference.


Item 8.  Financial Statements and Supplementary Data
        
         The information required herein is reported on pages 21 through 30 of 
the Company's Annual Report to Shareholders for the year ended February 28, 
1997, and is incorporated herein by reference.

         Changes in and Disagreements with Accountants on
Item 9.  Accounting and Financial Disclosure                         

         None.



                                 <PAGE>
PART III

Item 10. Directors and Executive Officers of the Registrant
         
         The information required herein related to the indemnification of 
directors will be reported in the Company's definitive Proxy Statement for 
the Annual Meeting of Shareholders to be held June 24, 1997, which will be 
filed prior to June 24, 1997, and is incorporated herein by reference.

         The Company's executive officers hold office until their respective 
successors are duly elected and qualified, or until their earlier resignation
or removal.  The executive officers devote substantially all of their 
business efforts to the affairs of the Company.  The following table sets forth
the name, age and position with the Company of the executive officers.

<TABLE>

<S>                          <C>                 <C>    
Name                          Age                   Position

Leslie C. Quick, Jr.          71                 Chairman of the Board of
                                                 Directors, Chief Executive
                                                 Officer, Chief Financial
                                                 Officer and Director

Thomas C. Quick               42                 Director, President, Chief
                                                 Operating Officer

Leslie C. Quick III           44                 Director, Vice President and
                                                 Treasurer

Peter Quick                   41                 Director and Vice President


Christopher C. Quick          40                 Director and Vice President


Pascal J. Mercurio            58                 Director and Vice President

</TABLE>

          Leslie C. Quick, Jr. is the founder of the Company and served as 
President from its organization in 1981 until June 1986 and as Chief Executive 
Officer and Director from its organization in 1981 until present.  In April 
1983, he was elected Chairman of the Board of Directors of the Company. He 
served as President and Chief Executive Officer of Q&R from its organization in 
1974 until June 1986 and as a Director from 1974 until March 1993.  He has 
served as President and Chief Executive Officer of USCC from January 1979 to
May 1981, and as a Director from January 1979 to May 1993.  Mr. Quick has 
also served as Treasurer and a Director of JJC Specialist from September 1982 
until March 1990, and as President and Chief Executive Officer from March 1983 
until June 1986.

           Thomas C. Quick, a son of Leslie C. Quick, Jr., became a Director of 
the Company in July 1981 and was elected President and Chief Operating Officer 
in March 1996.  Mr. Quick has served as Vice President and Assistant 
Treasurer and Director from July 1981 until his election as President and 
Chief Operating Officer in March 1996.  In addition, Mr. Quick has served as 
Vice President and Director of USCC since May 1982.  Mr. Quick joined Q&R in 
1977, became Vice President and a Director in May 1981.  He was elected 
President of that Corporation in June 1986 and served in that position until 
his election as Vice President in March 1996.  He serves as a Director of 
JJC Specialist.

           Leslie C. Quick III, a son of Leslie C. Quick, Jr., has served as 
Vice President since March 1994, Treasurer since February 1985 and as a Director
since July 1981.  Mr. Quick served as President of the Company from June 
1986 to March 1994, at which time he was elected President of USCC and became
Vice President of the Company.  He also serves as Vice President, Treasurer, 
Secretary and a Director of Q&R. 
 
           Peter Quick, a son of Leslie C. Quick, Jr., has served as Director 
since November 1982 and as Vice President from June 1985.  Mr. Quick served 
as President of the Company from March 1994 to March 1996 at which time he 
was elected President of Q&R and became Vice President of the Company. He 
was named Vice President of USCC in May 1987.  He served in that capacity until 
May 1990 when he became President of USCC, which position he held until March
1994 when he was elected President of the Company and Vice President of USCC.
He serves as Vice President, Treasurer, Secretary and Director of JJC and 
as President and Director of Q&R.

         Christopher C. Quick, a son of Leslie C. Quick, Jr., has served as Vice
President of the Company since 1988 and as a Director since November 1982.  
Mr. Quick has served as President of JJC Specialist since June 1986 and as a 
Director since its organization in September 1982.  From September 1982 until
June 1986, Mr. Quick served as Vice President - Trading of JJC Specialist.  
He is a member of the NYSE and serves as a registered specialist in the 
specialist book managed by JJC Specialist.

          Pascal J. Mercurio has been a Director of the Company since July 1981 
and a Director of Q&R since March 1980.  He joined USCC as a Director and 
Executive Vice President upon its organization in January 1979.  Since that 
time he has served in various capacities and in May 1990, he became USCC's 
Chairman of the Board and Chief Executive Officer.                          

Item 11.  Executive Compensation
         
          The information required herein will be reported in the Company's 
definitive Proxy Statement for the Annual Meeting of Shareholders to be held
June 24, 1997, which will be filed prior to June 24, 1997, and is 
incorporated herein by reference.

          Security Ownership of Certain Beneficial
Item 12.  Owners and Management                        
                           
         The information required herein will be reported in the Company's 
definitive Proxy Statement for the Annual Meeting of Shareholders to be held
June 24, 1997, which will be filed prior to June 24, 1997, and is 
incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions
         
         The information required herein will be reported in the Company's 
definitive Proxy Statement for the Annual Meeting of Shareholders to be held
June 24, 1997, which will be filed prior to June 24, 1997, and is 
incorporated herein by reference.       


                            <PAGE>
PART IV


         Exhibits, Financial Statement Schedules
Item 14. and Reports on Form 8-K                     

(a)(1)   The following report and consolidated financial statements are 
         incorporated by reference from the Registrant's 1997 Annual Report to 
         Shareholders and filed as part of this Report:

         Report of Independent Public Accountants

         Consolidated Financial Statements:
                           
            Consolidated Statements of Financial Condition -
            the last day of February, 1997 and 1996

            Consolidated Statements of Income for the Fiscal Years
            Ended the last day of February, 1997, 1996 and 1995

            Consolidated Statements of Changes in 
            Shareholders' Equity for the Fiscal Years Ended the last
            day of February, 1997, 1996 and 1995

            Consolidated Statements of Cash Flows for the Fiscal 
            Years Ended the last day of February, 1997, 1996 and 1995

          Notes to Consolidated Financial Statements

(a)(2)    The following is a list of financial statement schedules filed as part
          of this report beginning on page 23:


          Schedule I - Condensed Financial Information of Registrant


          Report of Independent Public Accountants on Schedule

(a)(3)    See accompanying Index to Exhibits

(b)       No reports on Form 8-K were filed by the Registrant during the last 
          fiscal quarter of the fiscal year covered by this Report.

(c)       The following is a list of all Exhibits filed as part of this Report:

<PAGE>
Exhibit           Description                                              Page

   3.1            Amended By-Laws previously filed as Exhibit 
                  4.2 to the Company's Registration Statement 
                  on Form S-8, Registration No. 33-28345,
                  and is hereby incorporated by reference.

   3.2            The Company's restated certificate of incorporation 
                  was filed as Exhibit 4.1 to the Company's 
                  Registration Statement on Form S-8, Registration No. 
                  33-28345, and is hereby incorporated by reference.

   4.1            Instruments defining the rights of security holders 
                  were filed as Exhibits 4.1 and 4.2 to the Company's 
                  Registration Statement on Form S-1, 
                  Registration No. 2-83667, and Exhibit 4.3
                  to the Company's Registration Statement on Form S-8, 
                  Registration No. 33-28345, and are hereby incorporated 
                  by reference.

  10.1*           Quick & Reilly, Inc. Retirement Trust, filed as Exhibit 
                  10.4 to the Company's Registration Statement on Form S-1,
                  Registration No. 2-83667, and is hereby incorporated 
                  by reference.

  10.2*           U.S. Clearing Corp. Retirement Trust, filed as exhibit 10.5
                  to the Company's Registration Statement on Form S-1, 
                  Registration No. 2-83667, and is hereby incorporated by 
                  referenece. 

  10.3*           Quick & Reilly Executive Incentive Compensation Plan.

  10.4*           Quick & Reilly Stock Option Plan

  10.5*           Plan and Agreememnt of Merger, dated March 7, 1997 by and 
                  among Nash, Weiss and Company., The Quick & Reilly Group, 
                  Inc., NW Acquisition Corp. and Lee S. Casty, filed as Exhibit 
                  10.1 to the Company's Registration Statement on Form S-3,
                  Registraion No. 333-26553 and is hereby incorporated by 
                  reference.           

  13.1            Annual Report to Shareholders for the year ended            31
                  February 28, 1997. With the exception of the information 
                  incorporated by reference into Items 5, 6, 7, and 8 of 
                  this Form 10-K, the Annual Report to Shareholders for 
                  the year ended February 28, 1997 is not deemed filed as 
                  part of this report for the purposes of Section 18 of the 
                  Securities Exchange Act of 1934, as amended.

  21.1            A list of the Company's subsidiaries.                       70

  23.1            Consent of Independent Public Accountants                   71

 * Denotes an Executive Compensation Plan



<PAGE>
                                    SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Annual report to 
be signed on its behalf by the undersigned, thereunto duly authorized.

THE QUICK & REILLY GROUP, INC.



BY  THOMAS C. QUICK /s/                              Dated:  May 15, 1997
    Thomas C. Quick, President

       Pursuant to the requirement of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.



LESLIE C. QUICK, JR. /s/                             Dated:  May 15, 1997
Leslie C. Quick, Jr.
Chairman of the Board of Directors
Chief Executive Officer, Chief
Financial Officer, and Director



THOMAS C. QUICK /s/                                  Dated:  May 15, 1997
Thomas C. Quick, President, Chief
Operating Officer and Director 



PETER QUICK /s/                                      Dated:  May 15, 1997
Peter Quick
Vice President, Assistant Treasurer,
and Director



CHRISTOPHER C. QUICK /s/                             Dated:  May 15, 1997
Christopher C. Quick
Vice President and Director<PAGE>


LESLIE C. QUICK III /s/                              Dated:  May 15, 1997
Leslie C. Quick III
Vice President, Treasurer and Director



RICHARD G. BRODRICK /s/                              Dated:  May 15, 1997
Richard G. Brodrick
Director



THOMAS E. CHRISTMAN /s/                              Dated:  May 15, 1997
Thomas E. Christman
Director



ARLENE B. FRYER /s/                                  Dated:  May 15, 1997
Arlene B. Fryer
Secretary and Director



HENRY P. KILROY /s/                                  Dated:  May 15, 1997
Henry P. Kilroy
Director



JOHN P. LOWTH III /s/                                Dated:  May 15, 1997
John P. Lowth III
Director



CLIFFORD W. MAYS /s/                                 Dated:  May 15, 1997
Clifford W. Mays
Director<PAGE>



PASCAL J. MERCURIO /s/                               Dated:  May 15, 1997
Pascal J. Mercurio
Vice President and Director



ROBERT J. RABINOFF /s/                               Dated:  May 15, 1997
Robert J. Rabinoff
Controller and Principal Accounting
Officer 
        


                                                       <PAGE>
                                 THE QUICK & REILLY GROUP, INC.
                                 INDEX TO FINANCIAL STATEMENTS
                               AND FINANCIAL STATEMENT SCHEDULES

                                                              Reference
                                                                     Annual
                                                                     Report to
                                                                     Share-
                                                     Form            holders
                                                     10-K             (page)  

Financial Statements

Consolidated Statements of Financial
  Condition at the last day of February 1997
  and 1996                                                             21

For each of the three fiscal years in
 the period ended the last day of February 1997:

 Consolidated Statements of Income                                     22

 Consolidated Statements of Changes in 
  Shareholders' Equity                                                 23

 Consolidated Statements of Cash Flows                                 24

Notes to Consolidated Financial Statements                             25

Report of Independent Public Accountants                               30

Supplementary Information:
  Quarterly Financial Data (unaudited)                                 31 
  Common Stock Data                                                    32


Schedules


Report of Independent Public Accountants on Schedule  28

I - Condensed Financial Information of Registrant     23-27<PAGE>


                            THE QUICK AND REILLY GROUP, INC.
                           INDEX TO FINANCIAL STATEMENTS AND
                             FINANCIAL STATEMENT SCHEDULES

                                    (Item 14(a))

        Information presented in the schedule pertains only to 
continuing operations unless otherwise stated.

        All other schedules are omitted because the required information is not 
present in amounts sufficient to require submission of the schedule, or 
because the information required is included in the consolidated financial 
statements and notes thereto.

        The consolidated financial statements and supplementary information 
listed in the above index, which are included in the Annual Report to 
Shareholders of The Quick & Reilly Group, Inc. for the fiscal  year ended 
February 28, 1997, are hereby incorporated by reference.

<TABLE>
                                                                Schedule I
                                                                (page 1)
                 
<CAPTION>
                  Condensed Financial Information of Registrant                
                          The Quick & Reilly Group, Inc.                        
                              (Parent Company Only)                       
                   Condensed Statements of Financial Condition


<S>                                        <C>             <C>              
                                             February 28,   February 29,
                                                1997           1996
ASSETS 

Cash and Cash Equivalents                    $3,626,623     $3,982,600 
Securities Owned - At Market Value               23,101         22,884 
Receivable From Subsidiaries                  1,092,201      4,961,579 
Investments in Subsidiaries, at Equity      377,518,169    322,088,228
Other Assets                                  6,665,112      5,303,218 

     TOTAL ASSETS                          $388,925,206   $336,358,509

LIABILITIES AND SHAREHOLDERS' EQUITY

Payable to Subsidiaries                      $4,665,730     $2,846,755
Accrued Expenses and Other Liabilities        9,706,499     30,877,341

     TOTAL LIABILITIES                       14,372,229     33,724,096

Put Options Issued on Company Stock             150,000        470,000



Shareholders' Equity
  Preferred Stock, $.01 Par Value;
   Authorized 1,000,000 Shares,
   None Issued and Outstanding                       -              -
  Common Stock, $.10 Par Value;   
   Authorized 60,000,000 Shares,
   Issued and Outstanding
   37,925,555 shares                         3,792,557      3,792,557    
  Paid-in Capital                           73,824,990     73,198,078  
  Retained Earnings                        297,863,413    226,425,263
                         
                                           375,480,960    303,415,898
  Less: Common Stock in Treasury
   at Cost- 100,057 in 1997 and
   159,217 shares in 1996                   (1,077,983)    (1,251,485)

 
 TOTAL SHAREHOLDERS' EQUITY                374,402,977    302,164,413

 TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                    $388,925,206   $336,358,509

<F1>
  See Notes to Condensed Financial Information
</TABLE>

<TABLE>

                                                                Schedule I
                                                                   (Page 2)

<CAPTION>
                   CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                         THE QUICK & REILLY, GROUP, INC.
                             (Parent Company Only)
                        CONDENSED STATEMENTS OF INCOME
              

<S>                               <C>             <C>             <C>       
                                  Fiscal Year Ended the Last Day of February
                                     1997          1996            1995
REVENUES 
 Management fees from
   Subsidiaries                    $4,240,000     $9,308,000     $2,548,997  
 Interest from
   Subsidiaries                        80,000      1,228,667      1,560,000
 Other                                895,924      1,590,614      1,021,505 

                                    5,215,924     12,127,281      5,130,502 

EXPENSES
 Employee Compensation
  and Benefits                      3,250,581      2,583,619      1,860,293 
 Interest                                   0            241          1,153 
 Rent and Other 
  Occupancy                            73,244         73,453         71,952 
 Professional Services                262,204        195,080        284,212
 Royalty Payments to
  Subsidiary                          106,275              0              0
 Other                                476,366        591,489        562,573

                                    4,168,670      3,443,882      2,780,183    
                               

    INCOME BEFORE PROVISION
     FOR INCOME TAXES AND
     EQUITY IN EARNINGS OF 
      SUBSIDIARIES                  1,047,254      8,683,399     2,350,319 

Provision for Income Taxes            308,595      2,896,329       471,854

    INCOME BEFORE EQUITY IN 
     EARNINGS OF SUBSIDIARIES         738,659      5,787,070     1,878,465 

Equity in Earnings of
 Subsidiaries                      81,280,825     63,656,502    39,582,306 
  
    NET INCOME                    $82,019,484    $69,443,572   $41,460,771 

<F1>
     See Notes to Condensed Financial Information                      

</TABLE>

<TABLE>
 
 
                                                                 SCHEDULE I
                                                                 (Page 3)
<CAPTION>
 
                   CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                           THE QUICK & REILLY GROUP, INC.
                              (Parent Company Only)
                        CONDENSED STATEMENTS OF CASH FLOWS

<S>                                  <C>             <C>              <C>   
                                     Fiscal Year Ended the Last Day of February
                                         1997          1996          1995

CASH FLOWS FROM OPERATING 
 ACTIVITIES:
  Net Income                        $82,019,484     $69,443,572   $41,460,771   
   Adjustments to 
    Reconcile Net Income to
    Net Cash Provided By    
    (Used in) Operating
    Activities: 
      Equity in Earnings
       of Subsidiaries              (81,280,825)    (63,656,502) (39,582,306) 
   (Increase) Decrease in  
    Operating Assets:
     Securities Owned                      (217)     21,143,104    2,440,576 
     Receivable From
      Subsidiaries                    3,869,378      (3,458,535)    (206,194)
     Other Assets                    (1,361,894)       (971,714)     (80,901)
   Increase (Decrease) in
    Operating Liabilities:
     Payable to Subsidiaries          1,818,975         446,431     (874,225)  
     Accrued Expenses and     
      Other Liabilities             (21,170,842)     26,338,142      458,800 

      NET CASH PROVIDED BY
       (USED IN) OPERATING
       ACTIVITIES                   (16,105,941)     49,284,498    3,616,521 

CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Cash Dividends Paid on 
   Common Stock                     (10,581,334)     (8,866,159)  (7,208,638) 
   Payment for Purchase
    of Treasury Stock                  (696,962)        (51,875)  (2,341,938)
   Proceeds From Sale of
    Treasury Stock                    1,149,875       5,185,176            - 
   Proceeds from Expired
    Put Options                          27,501          55,967            -

      NET CASH USED IN FINANCING
       ACTIVITIES                   (10,100,920)     (3,676,891)  (9,550,576)

CASH FLOWS FROM INVESTING
 ACTIVITIES:
  Increase in Investment
   in Subsidiaries                  (34,568,635)    (90,429,698)           -   
  Cash Dividends Received  
   From Subsidiaries                 60,419,519      42,509,708   10,750,000

      NET CASH PROVIDED BY
       (USED IN) INVESTING
       ACTIVITIES                    25,850,884     (47,919,990)  10,750,000 
     
      NET INCREASE (DECREASE)
       IN CASH AND CASH 
       EQUIVALENTS                     (355,977)     (2,312,383)   4,815,945
        
CASH AND CASH EQUIVALENTS AT 
 THE BEGINNING OF THE YEAR             3,982,600      6,294,983    1,479,038    
      
      CASH AND CASH
       EQUIVALENTS AT THE
       END OF THE YEAR                $3,626,623     $3,982,600   $6,294,983    
     
SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION:
Cash Paid During the Year for:
 Interest                             $       -      $      214   $    1,153   
 Income Taxes                           412,675         598,292      351,077 
Noncash Financing and Investing
 Activities:
  Issuance of Common Stock 
    Pursuant to Acquisition           $       -      $1,000,000   $        -

<F1>
See Notes to Condensed Financial Information

</TABLE>

                                                                           

                                                                Schedule I  
                                                                   (Page 4)

                        CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                              THE QUICK & REILLY GROUP, INC.
                                 (Parent Company Only)


                        NOTES TO CONDENSED FINANCIAL INFORMATION


NOTE 1 - DIVIDENDS RECEIVED FROM SUBSIDIARIES

         The Quick & Reilly Group, Inc. received from its consolidated 
subsidiaries cash dividends of approximately $60,420,000  for the fiscal 
year ended February 28, 1997 and  $42,510,000 and $10,750,000 for each of 
the fiscal years ended the last day of February 1996 and 1995, respectively.

NOTE 2 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         The condensed financial information of The Quick & Reilly, Group, Inc. 
(Parent Company Only) should be read in conjunction with the consolidated 
financial statements of The Quick & Reilly Group, Inc. and Subsidiaries and 
the notes thereto incorporated by reference in this report.

                           
                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To The Quick & Reilly Group, Inc.:

We have audited in accordance with generally accepted auditing standards, the 
consolidated financial statements included in The Quick & Reilly Group, Inc. and
Subsidiaries' annual report to shareholders incorporated by reference in this 
Form 10-K, and have issued our report thereon dated April 17, 1997.  Our audits 
were made for the purpose of forming an opinion on those statements taken as a 
whole.  The schedule listed in the index on page 21 is presented for the 
purpose of complying with the Securities and Exchange Commission's rules and
is not part of the basic financial statements.  This schedule has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, fairly states in all material 
respects the financial data required to be set forth therein in relation to 
the basic financial statements taken as a whole.


                                              Arthur Andersen LLP





New York, New York
April 17, 1997