4





                   SECURITIES AND EXCHANGE COMMISSION  
                        Washington, D.C. 20549

                              

                              

                              

                              

                            FORM 8-K

                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of the 
                  Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported):
                           May 2, 1997


                    THE SHERWOOD GROUP, INC.
    (Exact name of Registrant as specified in its Charter)
                      
                      
        Delaware                1-9480             22-2394480
  (State or other juris-        (Commission        (IRS Employer
  diction of incorporation)      File Number)       Identification
                                                     Number)



         10 Exchange Place Centre, Jersey City, New Jersey 07302
         (Address of principal executive office)      (Zip Code)
                    
                    
   Registrant's telephone number including area code: (201) 946-2200


  
                           Not Applicable 
    (Former name and former address, as changed since last report)



<PAGE>                    
Item 5.  Other Events

 The Sherwood Group, Inc. (the "Company") completed the acquisition of all 
of the stock of Dresdner-NY Incorporated ("DNY"), which is engaged in the 
specialist business on the New York Stock Exchange ("NYSE").  The shares 
were acquired from Dresdner Bank AG for $14,918,056 in cash.  The
purchase price is subject to adjustment as provided in Section 1.6 of the 
Stock Purchase Agreement dated as of April 11, 1997 between the Company and 
Dresdner Bank AG which was filed as Exhibit 10(b) to the Form 10-Q for the 
quarter ended February 28, 1997.  Upon consummation of the acquisition of 
DNY, DNY transferred the assets (except cash) and liabilities of DNY to 
Equitrade Partners, a limited partnership which is a specialist on the
NYSE, in exchange for a limited partnership interest in Equitrade Partners.  
Equitrade Partners is an affiliate of the Company and its financial results 
are consolidated with those of the Company. The assets transferred by DNY to 
Equitrade Partners included four seats on the NYSE and service as a 
specialist in 51 securities traded on the NYSE.  The transaction was funded 
by the Company from internal resources.

Item 7.  Financial Statements and

Exhibits

     (c)  Exhibits

     Exhibit Number      Description

     Exhibit 2           The Company agrees to provide to the Commission 
                         copies of schedules which were not filed with the
                         Stock Purchase Agreement filed as Exhibit 10(b) to 
                         its Form 10-Q for the quarter ended February 
                         28, 1997.

                         

                         

<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 hereunto duly authorized.




                                The Sherwood Group, Inc.
                                     (Registrant)
                                                
                                                
                                                                       
                                                        
                                                
                                                                               
                                                                               
Dated: May 15, 1997           By: /s/ Denise Isaac
                                Name: Denise Isaac 
                                Title: Chief Financial Officer and
                                       Principal Accouting Officer




<PAGE>

                                 
                            Exhibit Index
                   
                   
Exhibit Number.               Description                        Page No.

Exhibit  2                    Agreement to Provide Schedules        2