CONFORMED
                                   FORM 10-Q/A
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                       For Quarter Ended February 29, 2000
                                       OR
              [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

               For the transition period from               to
                                             --------------    -------------

                          Commission file number 1-9480
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                      National Discount Brokers Group, Inc.
     ----------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            Delaware                                         22-2394480
     ----------------------------------------------------------------------
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                       Identification No.)


        10 Exchange Place Centre, Jersey City, New Jersey        07302
  ----------------------------------------------------------------------------
       (Address of principal executive offices)                (Zip code)


 -------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)


     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 the number of shares outstanding of each of the issuer's classes
               of common stock, as of the latest practicable date.

        17,626,993 shares of Common Stock, par value $.01 per share, were
                         outstanding on March 31, 2000.


<PAGE>




Item 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

                       Exhibit 4(a) - Press Release dated  March 28, 2000 -
                                      incorporated by reference to Exhibit 99(a)
                                      to the Company's  Form 8-K dated March 27,
                                      2000.

                       Exhibit 4(b) - Letter of Intent dated March 27, 2000
                                      between National Discount Brokers Group,
                                      Inc. and Deutsche Bank Americas Holding
                                      Corporation - incorporated by reference to
                                      Exhibit 99(b) to the Company's Form 8-K
                                      dated March 27, 2000.

                       Exhibit 10(a) - Amendment to the National Discount
                                       Brokers Group, Inc. 1999 Non-Qualified
                                       Stock Option Plan.

                       Exhibit 10(b) - Letter of the Company exercising  its
                                       option under the Employment Agreement
                                       dated as of May 31, 1997 between Arthur
                                       Kontos and the Company.

                       Exhibit 11 - Computation of Net Income Per Common Share

                       Exhibit 27 - Financial Data Schedule

(b)         The Company  filed one report on Form 8-K during the  quarter  ended
            February 29, 2000. The report,  dated February 5, 2000, was filed in
            regard to the Securities Purchase Agreement the Company entered into
            with Go2Net and Vulcan.


<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.



                                           National Discount Brokers Group, Inc.
                                           -------------------------------------

   Date: April 28, 2000                    By: Arthur Kontos
         --------------                    -------------------------------------
                                           Arthur Kontos
                                           Chief Executive Officer


   Date: April 28, 2000                    By: Daniel Fishbane
         --------------                    -------------------------------------
                                           Daniel Fishbane
                                           Chief Financial Officer and
                                           Principal Accounting Officer





<PAGE>





                                                                   EXHIBIT 10(a)

             AMENDMENT TO THE NATIONAL DISCOUNT BROKERS GROUP, INC.
                      1999 NON-QUALIFIED STOCK OPTION PLAN



     RESOLVED, that the National Discount Brokers Group, Inc. 1999 Non-Qualified
Stock  Option  Plan,  as  amended  (the  "Plan")  is  further  amended to revise
subsection 5(i) to read in its entirely as follows:

     (i)  Notwithstanding  any  provision  of the  Plan  to the  contrary,  each
Independent  Director  shall  receive  (I) a one time  grant  of a Stock  Option
covering  5,000 shares of stock  (adjusted as provided in Section 8) on the date
when the  Independent  Director  first joins the Board after July 28, 1999 or on
July 28, 1999 in the case of any  Independent  Director  serving on the Board on
July 28, 1999 and (II) each Independent  Director elected after January 19, 2000
shall  receive  the  grant of a Stock  Option  covering  5,000  shares  of stock
(adjusted  as  provided in Section 8) on each date the  Independent  Director is
elected to the Board after the first such  election.  The Stock Option will have
an Exercise Price equal to Fair Market Value at the Granting  Date,  have a term
of 9 years  and 364 days  from the  Granting  Date,  vest six  months  after the
Granting Date for the Stock Option,  be transferable to the extent  permitted by
the Committee for Employees,  not be subject to the benefits of Subsection  5(h)
and 6(c),  and  otherwise  be  subject to the terms and  conditions  of the Plan
except that the Stock Option awarded to an Independent Director shall not expire
when the  Independent  Director  leaves the Board but shall  continue  until the
earlier of two years from the date the Director leaves the Board or the date the
Stock Option  expires.  Notwithstanding  the foregoing no  Independent  Director
shall be entitled to receive a Stock  Option under this  subsection  5(i) if the
number of shares of Stock  received as a result of the  conversion  of, or to be
received  upon exercise of, Stock Options would exceed one percent of the shares
of stock then  outstanding  or one per cent of the voting power of securities of
the Company then outstanding.

     FURTHER RESOLVED,  that the foregoing  amendment shall not become effective
until the New York Stock  Exchange  advises the Company that such amendment will
not require approval of the Plan by the stockholders of the Company.


                                                     Respectfully submitted,


                                                     Frank E. Lawatsch, Jr.
                                                     Secretary









<PAGE>



                                                                   EXHIBIT 10(b)




March 21, 2000


Arthur Kontos
President and Chief Executive Officer
National Discount Brokers Group, Inc.
10 Exchange Place Center
Jersey City, NJ  07302

RE:    Employment Agreement dated as of May 31, 1997 between The Sherwood
       Group, Inc. (now National Discount Brokers Group, Inc.) and Arthur Kontos

Dear Artie,

       Please be  advised  that  pursuant  to  Section  1.2 of the  Employment
Agreement  between you and  National  Discount  Brokers  Group,  Inc.,  National
Discount  Brokers Group,  Inc.  hereby extends the Term of Employment  under the
above  captioned  Agreement for one additional  year from June 1, 2000 until May
31, 2000.  This notice of  extension  shall be deemed made prior to December 31,
1999.

       For the fiscal year ended May 31, 2001, you have agreed to waive 20% of
the cash bonus otherwise  payable to you under the Sherwood Group, Inc. 1996 CEO
Bonus Plan.

Truly yours,
National Discount Brokers Group, Inc.



By:      ______________________
         James H. Lynch, Jr.
         Chairman of the Board


Agreed:


------------------
Arthur Kontos