CONFORMED
                                
                           FORM 10-Q
               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    November 30, 1995
          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
----------------------------------------------------------------

The Sherwood 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)

One Exchange Plaza, New York, New York                10006
-----------------------------------------------------------------
(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.

12,638,947 shares of Common Stock, par value $.01 per share, were
outstanding on December 31, 1995.



<PAGE>
<TABLE>
                    THE SHERWOOD GROUP, INC.
                        AND SUBSIDIARIES


                             INDEX
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                         <C>

Part I - Financial Information

Item 1. - Financial Statements

Consolidated Statements of Financial Condition
      (Unaudited) - November 30, 1995 and May 31, 1995        3 -4

Consolidated Statements of Operations (Unaudited) -
       Three Months Ended November 30, 1995 and 1994          5 - 6

Consolidated Statements of Operations (Unaudited) -
       Six Months Ended November 30, 1995 and 1994            7 - 8

Consolidated Statements of Cash Flows (Unaudited) -
      Six Months Ended November 30, 1995 and 1994             9 - 10

Notes to Consolidated Financial Statements
      (Unaudited) - November 30, 1995                        11 - 12


Item 2. - Management's Discussion and Analysis of
           Financial Condition and Results of
            Operations                                       13 - 16

Part II - Other Information

Item 1. - Legal Proceedings                                    17

Item 4. - Submission of Matters to a Vote of
           Security Holders                                  17 - 18


Item 6. - Exhibits and Reports on Form 8-K                     18

Signatures                                                     19
                                
                                
                                
</TABLE>
                                
                                
                                
                                
                                
                                
                                
                                
                                
<PAGE>                                
<TABLE>
                                
                                
                                
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                       THE SHERWOOD GROUP, INC.
                           AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<CAPTION>

                                         November 30,           May 31,
                                             1995                1995
ASSETS                                   (Unaudited)         (Unaudited)
<S>                                      <C>               <C>

Cash                                     $    444,085      $    593,473

Receivables:
  Brokers and dealers                      55,892,563        47,802,429
  Other                                       402,021           224,049

Marketable securities owned, at
  market value                             37,947,298        41,777,895

Investment securities not readily
  marketable, at fair value                   401,320           401,320

Investment in partnerships                    265,792           252,180

Notes receivable                              614,685           642,035

Furniture, fixtures and equipment, and
  leasehold improvements - at cost, net of
  accumulated depreciation and amortization
  of $5,557,574 at November 30, 1995 and
  $6,608,583 at May 31, 1995               12,658,717         3,861,992

Computer software, net of accumulated
  amortization of $393,926 at November 30,
  1995 and $322,048 at May 31, 1995           418,013           401,008

Identified intangible assets, net of
   accumulated amortization of 1,023,282
   at November 30, 1995 and $1,051,386 at
   May 31, 1995                             3,164,998         3,386,894

Exchange memberships (market value $1,969,500
  at November 30, 1995 and $1,560,000 at
  May 31, 1995)                             1,166,496         1,166,496

Subordinated notes receivable               3,250,000         3,250,000

Other assets                                8,695,751         9,271,091
                                          -----------       -----------
                                        $ 125,321,739     $ 113,030,862
                                         ============      ============
</TABLE>
                              (Continued)

                                  (3)
<PAGE>
<TABLE>
                       THE SHERWOOD GROUP, INC.
                           AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                              (Continued)
<CAPTION>
                                          November 30,          May 31,
                                               1995              1995
LIABILITIES AND STOCKHOLDERS' EQUITY       (Unaudited)       (Unaudited)
<S>                                      <C>               <C>

Liabilities:
  Securities sold, not yet purchased,
    at market value                       $ 27,123,467      $ 24,624,955
  Accounts payable and accrued expenses,
    including compensation payable to
    officers and employees of $8,368,699
    at November 30, 1995 and $8,970,821
    at May 31, 1995                         16,369,744        14,471,330

  Secured demand notes payable               3,250,000         3,250,000

  Income taxes payable                       1,136,580         1,365,856

  Minority interest in Equitrade             3,955,745         3,341,220
                                          ------------        ----------  
          Total liabilities                 51,835,536        47,053,361
                                          ------------        ----------  
Commitments and Contingencies (Note 4)

Stockholders' equity (Note 5)
  Preferred stock - $.01 par value;
    authorized 1,000,000 shares, none issued      -                 -
  Class A common stock - par value $.01
    per share; authorized 50,000,000 shares;
    none issued                                   -                 -
  Common stock - $.01 par value; authorized
    50,000,000 shares, issued 14,343,201
    shares at November 30, 1995 and
    May 31, 1995                              143,432            143,432
  Additional paid-in capital               56,500,593         58,134,052
  Retained earnings                        25,445,463         17,804,212
                                         ------------         ----------
                                           82,089,488         76,081,696

  Less: Treasury stock - at cost, 1,704,254
    shares at November 30, 1995 and
    2,033,490 shares at May 31, 1995       (8,603,285)       (10,104,195)
                                         ------------        -----------   

          Total stockholders' equity       73,486,203         65,977,501
                                         ------------        -----------  

                                        $ 125,321,739      $ 113,030,862
                                        =============      ============= 
     The accompanying notes are an integral part of these statements.
</TABLE>
                                  (4)
                                
<PAGE>
<TABLE>
                                THE SHERWOOD GROUP, INC.
                                    AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (Unaudited)
<CAPTION>                                
                                     Three Months Ended November 30,
                                              1995            1994
<S>                                    <C>              <C>    
                                
Revenues:
  Firm securities transactions - net    $ 26,220,778    $ 17,339,282
  Commission income                        6,765,317       3,161,306
  Equity income in partnerships               17,160       1,034,434
  Investment securities gains realized           -              -
  Interest income                          1,613,412         710,883
  Fee income                                 388,618          76,022
  Other revenues                             222,059         160,748
                                         -----------      ----------  
                                          35,227,344      22,482,675
                                         -----------      ----------           
Expenses:
  Compensation and benefits               10,646,501       6,518,693
  Clearing and related charges            13,557,627       7,948,955
  Communications                           2,756,823       1,588,818
  Other expenses                           3,959,695       2,813,764
  Interest expense                           148,140              45
                                         -----------      ----------    
                                          31,068,786      18,870,275
                                         -----------      ----------
     Income before minority interest and
       income taxes                        4,158,558       3,612,400
                                
   Income of Equitrade allocated to
     minority partners                      (485,846)           -
                                          -----------     ----------
     Income before income taxes            3,672,712       3,612,400
                                          -----------     ----------
     Income taxes:
       Currently payable:
         Federal                             365,363          68,239
         State and local                     133,962         610,432
                                          -----------      ---------
                                             499,325         678,671
                                          -----------      ---------
     Net income                         $  3,173,387    $  2,933,729
                                         ============    =========== 
                                
                                
                                
                                
                                          (Continued)
</TABLE>
                                
                                                (5)
<PAGE>                                
<TABLE>
                                
                                THE SHERWOOD GROUP, INC.
                                    AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (Unaudited)
                                       (Continued)
    <CAPTION>                            
                                
                                         Three Months Ended November 30,
                                                  1995           1994
                                
  <S>                                           <C>            <C>
                                
    Income per common and common
      equivalent share (a):<F1>
        Net income                               $    0.24      $    0.21
                                               ===========     ==========
                                
                                
  Weighted average common shares outstanding    13,425,900     13,745,987
                                               ===========     ==========       
                                
                                
                                                                           
                                                         
                                
                                
                                
                                
                                
   <FN>                             
<F1>(a) For presentation purposes, primary and fully diluted are 
        identical.
   </FN>                             
</TABLE>
                                                               
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
   The accompanying notes are an integral part of these statements.
                                
                                
                                
                                                (6)
 <PAGE>                  
<TABLE>
             
                               THE SHERWOOD GROUP, INC.
                                  AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)
                                
                                        Six Months Ended November 30,
                                               1995           1994
<CAPTION>                                
<S>                                      <C>             <C>
Revenues:
  Firm securities transactions - net     $  58,004,618   $ 35,631,209
  Commission income                         13,000,745      5,510,008
  Equity income (loss) in partnerships          13,612      2,295,754
  Investment securities gains realized            -            76,375
  Interest income                            3,050,908      1,341,899
  Fee income                                   619,605        110,094
  Other revenues                               400,562        299,487
                                         -------------     ----------        
                                            75,090,050     45,264,826
                                         -------------     ----------   
Expenses:
  Compensation and benefits                 22,690,276     13,645,644
  Clearing and related charges              27,509,223     15,273,171
  Communications                             5,067,978      2,986,688
  Other expenses                             7,389,011      6,174,164
  Interest expense                             299,664          9,435
                                           -----------     ----------          
                                            62,956,152     38,089,102
                                           -----------     ----------  
  Income before minority interest and
    income taxes                            12,133,898      7,175,724
                                
  Income of Equitrade allocated to
    minority partners                       (1,287,392)          -
                                            -----------    ----------   
  Income before income taxes                10,846,506      7,175,724
                                            -----------    ----------         
  Income taxes:
    Currently payable:
      Federal                                2,161,476        136,841
      State and local                        1,043,779      1,046,951
                                            ----------      ---------
                                             3,205,255      1,183,792
                                            ----------      ----------          
  Net income                               $ 7,641,251    $ 5,991,932
                                           ===========     ===========         
</TABLE>
                                
                                          (Continued)
                                
                                                (7)
<PAGE>                                
<TABLE>
                                
                                THE SHERWOOD GROUP, INC.
                                    AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (Unaudited)
                                      (Continued)
                                
                                             Six Months Ended November 30,
 <CAPTION>                                          1995          1994  
 <S>                                            <C>             <C>
 Income per common and common
   equivalent share (a):<F1>
     Net income                                  $    0.57       $    0.44
                                                 ===========    ==========
                                
  Weighted average common shares outstanding    13,325,472      13,753,025
                                                ===========     ==========
                                
                                
                                
                                
                                
                                
                                
                                
                                
<FN>                                
<F1>(a) For presentation purposes, primary and fully diluted are identical.
</FN>                                
</TABLE>
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these statements.
                                
                                                (8)
<PAGE>                                
<TABLE>
                                
                             THE SHERWOOD GROUP, INC.
                                 AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
    
                                          Six Months Ended November 30,
                                                 1995           1994
<CAPTION>                                
<S>                                        <C>               <C>  
Cash flows from operating activities:
  Net income                               $  7,641,251      $ 5,991,932
                                           ------------      -----------        
                                
Non-cash items included in net income:
  Equity income in partnerships                 (13,612)      (2,295,754)
  Depreciation and amortization               1,214,186          844,981
  Gain on sales of investment
    securities not readily marketable               -            (76,375)
  Income of Equitrade allocated to minority
    partners                                  1,287,392              -
                                            -----------       -----------
                                              2,487,966       (1,527,148)
                                            -----------       -----------
                                
 (Increase) decrease in operating assets:
    Receivables:
    Brokers and dealers                      (8,090,134)      13,316,334
    Other                                      (177,972)         (84,394)
    Marketable securities owned, at
       market value                           3,830,597      (16,359,295)
    Other assets                                575,340         (112,635)
                                             ----------       -----------
                                             (3,862,169)      (3,239,990)
                                             ----------       -----------    
                                
  Increase (decrease) in operating liabilities:
    Securities sold, not yet purchased, at
      market value                             2,498,512       1,615,674
       Accounts payable and accrued expenses   1,729,219      (2,553,185)
    Income taxes payable                        (229,276)        436,355
                                              ----------       ----------  
                                               3,998,455        (501,156)
                                              ----------        ---------
    Net cash provided by operating
      activities                              10,265,503         723,638
                                              ----------        ---------
                                
                                
</TABLE>
                                
                                
                                
                                
                                          (Continued)       
                        
                                                (9)
<PAGE>
<TABLE>
                                THE SHERWOOD GROUP, INC.
                                    AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Unaudited)
                                      (Continued) 

                                           Six Months Ended November 30,
                                                 1995           1994
<CAPTION>                                
<S>                                          <C>               <C>
Cash flows from investing activities:
  Proceeds from sales of investment
    securities not readily marketable               -            99,575
  Loans made                                    (18,275)       (242,500)
  Principal collected on notes receivable        45,625         134,232
  Purchases of furniture, fixtures and
    equipment, and leasehold improvements    (9,717,137)       (588,148)
          Purchases of computer software        (88,883)         (1,818)
                                             -----------       ---------
Net cash used in investing activities         (9,778,670)       (598,659)
                                             -----------       ---------
Cash flows from financing activities:
  Purchase of treasury stock                   (298,354)       (346,441)
  Proceeds from exercise of options             335,000             -
  Capital withdrawals by minority interest     (672,867)            -
                                               ---------       ---------
Net cash provided by used in
  financing activities                         (636,221)       (346,441)
                                              ----------       ---------
Net increase (decrease) in cash                (149,388)       (221,462)
                                
Cash at beginning of period                     593,473         474,733
                                             ----------        ---------
Cash at end of period                       $   444,085      $  253,271
                                            ===========       ==========
</TABLE>
Supplemental disclosure of non-cash financing activities:
                                
  During November 1995, certain officers of the Company exercised an
  aggregate of 60,000 options for the purchase of 60,000 shares of the
  Company's common stock with an exercise price of $1 per share.  In
  order to pay for the exercise price and to reimburse the Company for
  the income taxes ($169,195) on the gain related to the transaction, the
  officers remitted to the Company 28,876 shares of the Company's common
  stock with a market value of $229,195.
                                
                                
                                
                                
 The accompanying notes are an integral part of these statements.
                                
                                
                                          (10)
<PAGE>
                    THE SHERWOOD GROUP, INC.
                        AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
                                
                        November 30, 1995


Note 1 - Business and organization

       The   Sherwood  Group,  Inc.  and  its  subsidiaries  (the
"Company")  are primarily engaged in the securities business  and
in  providing  related  financial services.  The  Company  has  a
principal   registered  broker-dealer  wholly  owned  subsidiary,
Sherwood   Securities  Corp.  ("Sherwood  Securities").  National
Discount Brokers ("NDB"), another registered broker-dealer, is  a
division of the Company's wholly owned subsidiary, Triak Services
Corp.  The Company has a 60% special limited partnership interest
in  Equitrade  Partners ("Equitrade"), which is a specialist  for
securities  listed on The New York Stock Exchange.  In  addition,
Sherwood Securities is a specialist for securities listed on  the
American Stock Exchange.


Note 2 - Basis of presentation

     The accompanying unaudited consolidated financial statements
do  not  include  all of the information and  notes  required  by
generally    accepted   accounting   principles   for    complete
consolidated financial statements. In the opinion of  management,
all  adjustments considered necessary for a fair presentation  of
consolidated  financial condition and results of  operations  for
the periods presented have been included. All adjustments are  of
a  normal  and  recurring  nature. It  is  suggested  that  these
consolidated financial statements be read in conjunction with the
consolidated financial statements and the related notes  included
in  the Company's 1995 Annual Report on Form 10-K.  Certain prior
year  amounts have been reclassified to conform with the six  and
three months ended November 30, 1995 presentations.


Note 3 - Net income per common share

      Net  income per common share is computed using the weighted
average  number  of  shares  of common  stock  and  common  stock
equivalents outstanding.  Common stock equivalents include  stock
issuable  under  stock  options.  The treasury  stock  method  of
accounting was used in computing the common stock equivalents for
the computation of earnings per common share.


Note 4 - Commitments and contingencies

     The Company has been named as a defendant in lawsuits and as
a party to arbitrations that allege violations of Federal and state
securities and related  laws.   Management believes that the resolution
of  these  lawsuits  is  not likely to result  in  any  material, adverse 
effect on the Company's consolidated financial position and results 
of operations.

                              (11)
<PAGE>
                    THE SHERWOOD GROUP, INC.
                        AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)

                      November 30, 1995


Note 5 - Net capital requirements

      As  registered broker-dealers, Sherwood Securities, NDB and
Equitrade  are subject to the Securities and Exchange  Commission
Uniform Net Capital Rule 15c3-1 (the "Rule"). As of November  30,
1995,  the  net capital of Sherwood Securities, NDB and Equitrade
exceeded  their  required net capital by $24,636,000,  $5,383,000
and $18,515,000, respectively.

      The  Rule also provides that the equity capital may not  be
withdrawn or cash dividends be paid if the resulting net  capital
of  a  broker-dealer would be less than the amount required under
the  Rule.  Accordingly, at November 30,  1995,  the  payment  of
dividends and advances to the Company by Sherwood Securities, NDB
and   Equitrade   is  limited  to  $24,436,000,  $5,333,000   and
$18,465,000,  respectively, under the most restrictive  of  these
requirements.  The SEC may, by order, restrict the withdrawal  of
equity  capital  on a net basis if the SEC determines  that  such
withdrawal would be detrimental to the financial integrity of the
broker-dealer or the financial community.






























                               (12)
<PAGE>
Item - 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS


Results of Operations
---------------------
      The  results  of the Sherwood Group, Inc. and  subsidiaries
(the  "Company")  for  the  three months  and  six  months  ended
November  30, 1995 reflect primarily the activities  of  Sherwood
Securities  Corp.  ("Sherwood  Securities"),  National   Discount
Brokers  ("NDB"),  a division of the Company's subsidiary,  Triak
Services  Corp.  ("Triak") and Equitrade Partners  ("Equitrade").
Sherwood  Securities  is  primarily  engaged  in  the  securities
business  as  a wholesale market maker in NASDAQ/OTC  securities.
NDB  is a deep discount retail brokerage firm and Equitrade is  a
registered specialist in equity securities on the New York  Stock
Exchange.   Prior  to  March 1995, the  Company's  investment  in
Equitrade was accounted for on an equity basis with the Company's
share  of Equitrade's net income included in equity income (loss)
in  partnerships  in the statement of operations.  Subsequent  to
March  1995,  Equitrade's total revenue and  expenses  have  been
consolidated   with   the   share  of  Equitrade's   net   income
attributable  to minority partners reflected in the statement  of
operations as income of Equitrade allocated to minority partners.

      The  Company's consolidated net income for the three months
ended November 30, 1995 was $3,173,000 compared to $2,934,000 for
the  three months ended November 30, 1994.  For the quarter ended
November   30,   1995,   the  principal  subsidiaries,   Sherwood
Securities,  Triak and Equitrade (which was not  consolidated  in
1994)  had  net  income of $1,395,000, $472,000  and  $1,344,000,
respectively,  compared  to net income of $3,729,000,  $(716,000)
and   $1,595,000  for  the  quarter  ended  November  30,   1994,
respectively.  The Company's consolidated net income for the  six
months  ended  November  30,  1995  was  $7,641,000  compared  to
$5,992,000 for the six months ended November 30, 1994.   For  the
six  months  ended November 30, 1995, Sherwood Securities,  Triak
and  Equitrade  (not  consolidated in 1994)  had  net  income  of
$4,366,000, $1,283,000 and $3,548,000, respectively, compared  to
net   income   of   $8,334,000,  $(2,409,000)   and   $3,535,000,
respectively, for the six months ended November 30, 1994.

      Total  revenue  for the Company increased by  approximately
$12,745,000, or 57%, for the three months ended November 30, 1995
and  $29,825,000, or 66%, for the six months ended  November  30,
1995 as compared with the previous year's respective periods.

      Revenue  from  firm  securities transactions  for  Sherwood
Securities  increased  approximately  $5,625,000,  or  32%,   and
$14,935,000,  or 42%, for the three and six month  periods  ended
November 30, 1995, respectively, when compared to the prior year.
Sherwood Securities' overall trading volume increased approximately  
66%  and  80% for the same periods,  respectively.  Several  factors 
contributed to this decrease in trading  profits per  ticket.   
Regulatory changes enacted by the  Securities  and Exchange  Commission  
("SEC")  and the  National  Association  of Securities  Dealers  have 
caused an increase  in  the  number  of transactions  executed  on  an 
"even" basis.   Tightened  spreads between "bid" and "ask" prices,


                                 (13)
<PAGE>
increased volatility in the marketplace, capacity constraints and
increased  Small Order Execution Systems ("SOES")  activity  have also  
been factors in the decrease in trading profits per ticket for both 
the three and six month periods ended November 30, 1995. Equitrade's  
revenues from firm transactions, included  in  total revenues  for the 
three and six months ended November  30,  1995, approximated $3,257,000 
and $7,439,000, respectively.

     The Company's commission income, primarily generated by NDB,
increased  by approximately $3,604,000, or 114%, and  $7,491,000, or
136%,  for  the  three and six months ended  November  30,  1995,
respectively, when compared with the prior year.  The increase is due  
to the fact that NDB's volume of transactions increased  by 148%  and  
193% for the three and six months ended  November  30, 1995,  
respectively, when compared with the previous year,  which was NDB's 
first full year of operations.

      Prior  to March 1995 when the Company began to account  for
Equitrade on a consolidated basis, the primary portion of  equity
income  in  partnerships was equity income  from  Equitrade.   Of total 
Equitrade net income of $1,595,000 and $3,535,000 for the three and 
six months ended November 30, 1994, respectively, the Company's  
share was $1,037,000 and $2,281,000, respectively.

      There  were no investment securities transactions for the three 
or six months ended November 30, 1995 or for  the  three months ended  
November 30, 1994.  Gains on sales  of  investment securities  
aggregated $76,000 for the six months ended  November 30,  1994  
resulting entirely from the sale of 11,600  shares  of Network Imaging 
Corp. (IMGX) during June 1994 and July 1994.

      Interest  income  increased by approximately  $903,000,  or 127%, 
and $1,709,000, or 127%, for the three and six months ended November  
30,  1995, respectively, as compared  to  the  previous year.   The  
increase  is  due  to a significant  rise  in  NDB's customer debit and 
credit balances held with our clearing  broker and  an increase in the 
agreed upon rate used to compute interest earned  on  such  customer 
balances.  Also  contributing  to  the increase  were  the availability of 
larger amounts  of  cash  for investment  and higher market interest 
rates than  in  the  prior year.

      Fee income increased by $313,000 and $510,000 for the three and 
six months ended November 30, 1995, respectively, as compared to  the  
prior  year.  The increase is due to larger  12b-1  fees received from 
mutual funds as NDB's customers' balances in  those funds have 
increased since the prior year.

      Total expenses for the three months ended November 30, 1995
increased approximately $12,199,000, or 65%, from $18,870,000  in 1994  
to $31,069,000 in 1995.  Total expenses for the six  months ended  
November 30, 1995 increased approximately $24,867,000,  or 65%,  from  
$38,089,000  in  1994 to $62,956,000  in  1995.   The reasons for the 
increase in expenses are set forth below.

      Compensation and benefits increased $4,128,000, or 63%, and
$9,044,000,  or  66%, for the three and six month  periods  ended
November  30, 1995, respectively, compared with the  prior  year.  The

                              (14)
<PAGE>
increase is due primarily to higher commissions paid to traders and 
salespeople because of higher trading profits and an increase in 
office salaries and related benefits due principally to NDB's larger 
staff size as of November 30, 1995 than in the prior year.  Also, 
higher bonuses were accrued as a result of higher overall profits of
the Company as compared to the prior year.  Finally, compensation
and benefits of Equitrade included in the consolidated results for the 
three and six months ended November 30, 1995 aggregated $975,000 and 
$1,978,000, respectively.
                                
      Clearing  and  related charges increased  by  approximately
$5,609,000, or 71%, and $12,236,000, or 80%, for the three month and
six month periods ended November 30, 1995, as compared to the prior 
year.  The increase was principally due to the operations of NDB for 
which clearance charges amounted to approximately $3,430,000 and 
$6,584,000 for the three and six months ended November 30, 1995, 
respectively, compared to $1,681,000 and $2,869,000 for the three and 
six months ended November 30, 1994. In addition, the increased 
volume of Sherwood Securities' trading activity led to increases in 
both clearance charges and payments made to correspondents for order 
flow.
                                
      Communications expense increased by $1,168,000, or 74%, and
$2,081,000,  or 70%, for the three and six months ended  November 30,  
1995  as  compared to the previous year.  The  increase  was
mainly  due  to  an  increase in the activities of NDB, namely telephone 
and quotations expense.

      Other  expenses increased by approximately  $1,145,000,  or 41%,  
and $1,215,000, or 20%, for the three and six months  ended November  
30, 1995, respectively, as compared to the prior  year.   The  increase 
was due, specifically, to increases in professional fees,  occupancy  
costs, registration fees and  depreciation  and amortization expense 
and, generally, to the overall  increase  in the volume of business and 
an increase in staff size.  Offsetting these increases was a large 
reduction in advertising expenditures made  in  connection with NDB.  
Corresponding to the commencement of  NDB's operations, the Company 
ran an extensive media campaign through September 1994 at which time 
the amount and frequency  of advertising lessened significantly.

      Interest  expense increased by approximately  $148,000  and
$290,000 for the three and six months ended November 30, 1995  as
compared to the previous year due to the operations of Equitrade.


Liquidity
---------
      The  Company's tangible assets are highly liquid with  more than  
76%  of these tangible assets consisting of cash or  assets readily  
convertible  into  cash. The Company's  operations  have generally  been  
financed  by  internally  generated  funds.   In addition, margin account 
borrowings are available to the  Company from its clearing brokers.

      The  Company's broker-dealer entities, Sherwood Securities, NDB  
and  Equitrade,  are  subject to the minimum net capital requirement  of 
the SEC which is designed to measure the  general financial  soundness  
and  liquidity of  broker-dealers.   As  of November 30, 1995, Sherwood

                             (15)
<PAGE>
Securities,  NDB  and  Equitrade had  approximately  $24,636,000,
$5,383,000  and  $18,515,000,  respectively,  in  excess  of  the required  
minimum  net  capital. The  net  capital  rule  imposes financial  
restrictions  upon  Sherwood  Securities',  NDB's  and Equitrade's  
businesses which are more severe than those  imposed on most other 
businesses.

     Cash flows from operations will vary on a daily basis as the
Company's   portfolio  of  marketable  securities changes.   The Company's  
ability  to convert marketable securities  owned  into cash is 
determined by the depth of the market and the size of the Company's
security  positions in relation to the market  as  a  whole.  The
portfolio  mix  also affects the regulatory capital  requirements
imposed  on Sherwood Securities, NDB and Equitrade which directly
affects  the  amount of funds available for operating,  investing and 
financing activities.

     The operations of an American Stock Exchange Specialist book
continue to be funded by the income generated by the book.

      Cash  flows  from the Company's investment  activities  are directly 
related to market conditions.

      During  the six months ended November 30, 1995, the Company
repurchased  36,888  additional shares  in  connection  with  its December  
1992  plan to buy back up to 1,500,000  shares  of  the Company's  common 
stock from time to time in the open  market  or through  privately 
negotiated transactions.  As of  November  30, 1995, 818,306 shares had 
been acquired.  The source of funds  for these  purchases were 
internally generated.  In addition  to  the above  purchases, during the 
six months ended November 30,  1995, the  Company  acquired 28,876 
shares  of common stock  which  were tendered by officers of the Company 
to exercise stock options and to pay related income taxes.


Effects of Inflation
--------------------
      The  Company's  assets  are not significantly affected by inflation   
because  they  are  primarily  monetary  in   nature.  Management believes  
that  replacement  costs   of   furniture, equipment  and leasehold 
improvements will not materially  affect operations.  However, the 
rate of inflation affects the Company's principal  expenses  such  as  
employee  compensation,  rent  and communication,   which  may  not  be  
readily  recoverable from increased revenues.  Because of market  forces  
and  competitive conditions  in  the securities industry, a 
broker-dealer  may  be unable to unilaterally increase spreads and 
commissions in  order to  recover  increased costs related to inflation.  
Consequently, the  Company  must  rely on increased volume  for  this  
purpose.  However,  the  Company has significant cash balances  on  
deposit with  its  principal clearing broker on which  interest  is  paid
which,  in  the  event  there  are higher  interest  rates  which normally 
result from inflation, would offset some of the costs.







                                (16)
<PAGE>
   PART II - OTHER INFORMATION

   Item 1 - LEGAL PROCEEDINGS

        The  Company reported in its Form 10-K for the year ended May  
31, 1995 that certain class action complaints, Charles  Kaye and  
Sulochana  Dessi, et al. v. Herzog, Heine,  Geduld,  et  al. (United  
States District Court for the Southern District  of  New York);  Jerome 
Robinson v. Herzog, Heine, Geduld, et  al.  United States District 
Court for the Southern District of New York); and Lawrence A. Abel, 
et al. v. Merrill Lynch Incorporated & Co.,  et al.  (Superior  Court of 
California, County of San  Diego),  were filed  on  May 27, 1994 against 
Sherwood Securities  and  several other  market makers on the NASDAQ 
exchange.  Subsequent  to  May 27,  1994, several additional class 
action complaints were  filed which  contained  the  same or similar  
allegations  and  request similar relief.

     By  Order  dated  October 14, 1994, the  Judicial  Panel  on
Multidistrict Litigation consolidated the above matters  and  any
later-filed  "tag along" cases for pre-trial proceedings  in  the United  
States  District Court for the Southern District  of  New York,  entitled 
In Re NASDAQ Market-Makers Antitrust  Litigation, 94  Civ.  3996  (RWS). 
A Second Amended Complaint  was  filed  on August  22,  1995.   The  Second 
Amended  Consolidated  Complaint repeated  most  of the allegations of 
the various  earlier  filed complaints,  except  that  plaintiffs  are  no  
longer   alleging violations  of the Securities Exchange Act of 1934,  as  
amended.  Rather,  their  claims  are limited to those  previously  alleged
under  the  Federal  antitrust laws.  Plaintiffs  have  also  now
limited  their  claims to approximately 1,659  stocks  traded  on NASDAQ. 
On December 18, 1995, Sherwood Securities filed an answer to  the  
Second Amended Complaint denying liability and asserting certain  
affirmative defenses.  The Company intends to vigorously defend 
itself against these allegations.

   Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         (a)    The Company held an Annual Meeting of its Stockholders
                on October 24, 1995.

       (b)  (i)  The following persons were elected directors for a
                 term of three years:
<TABLE>
                                     Votes       Votes
<CAPTION>                             For       Withheld
                <S>                 <C>              <C>
                Arthur Kontos       12,022,059       29,550
                Richard J. Marino   12,023,259       28,350
                                            
                Ralph N. Del Deo    12,023,259       28,350
                                            

                 The following persons continued as directors:
                 James H. Lynch, Jr., Dennis Marino, Carl H.
                 Hewitt, John Duffy and Thomas Neumann.

</TABLE>
           (ii)  The shareholders ratified the adoption of the
                 Company's 1995 Stock Option Plan.  The following
                  was the shareholder vote on this matter:


                              (17)

<PAGE>
<TABLE>
<CAPTION>
                <S>                  <C>
                For:                 7,970,516
                Against:               526,610
                Abstain:               105,830
                Broker Non-Vote:     3,448,653

</TABLE>
             (iii) The  shareholders  ratified  the  Employment Agreement
                   dated  as  of  September 12, 1995  between  the Company
                   and  Arthur  Kontos and the  performance  goals adopted
                   by the Employment Agreement Committee and the Board
                   of Directors with respect thereto.  The following 
                   was the shareholder vote on this matter:

<TABLE>
<CAPTION>
                   <S>                  <C>
                   For:                 8,417,426
                   Against:               131,025
                   Abstain:                78,280
                   Broker Non-Vote:     3,424,877

</TABLE>
            (iv)   The  shareholders ratified the appointment of KPMG
                   Peat Marwick LLP as the Company's independent
                   auditors for the fiscal year ending May 31, 1996.
                   The following was the shareholder vote on this
                   matter:
<TABLE>
<CAPTION>
                   <S>                  <C>
                   For:                 12,026,978
                   Against:                 16,351
                   Abstain:                  8,280
                   Broker Non-Vote:              0
</TABLE>

   Item 6 - EXHIBITS AND REPORTS ON FORM 8-K

            (a) Exhibits:

                Exhibit 10.1 - Employment Agreement dated as of
                   September  12,  1995 by  and  between  Arthur Kontos
                   and the Company

                Exhibit 10.2 - Letter of Arthur Kontos exercising his
                  option under Employment Agreement

                Exhibit 11 - Computation of Earnings Per Share


            (b) The Company filed one report on Form 8-K dated
                September 18, 1995 during the quarter ended
                November 30, 1995 respecting Item 5, Other Events
                Regarding Certain Indemnification Agreements








                              (18)
<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.



                                            The Sherwood Group, Inc.
                                            ------------------------

   Date: January 10, 1996                By: Dennis Marino
   ----------------------                    ------------------------
                                             Dennis Marino
                                            (Executive Vice President
                                             and Chief Administrative
                                             Officer)


   Date: January 10, 1996                By: Denise Isaac
   ----------------------                    ------------------------
                                             Denise Isaac
                                             Chief Financial Officer

























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