October 14, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                  Re:  The Sherwood Group, Inc. - Definitive Proxy Statement

Ladies and Gentlemen:

         On behalf of our client, The Sherwood  Group,  Inc.  (the  "Company"),
enclosed for filing is the Definitive Proxy Statement for the Company's Special
Meeting  of  Stockholders  pursuant  to  Rule  14a-6  of  Regulation  14A of the
Securities  Exchange  Act of 1934,  as amended,  the  Schedule  14A  Information
Statement,  the Notice of the Special Meeting to the Company's  stockholders and
the form of Proxy for the Special Meeting of  Stockholders.  The Company intends
to mail definitive  proxy material to its  stockholders on or about November 12,
1997.

If you have any questions or comments  regarding this filing,  please call Frank
E. Lawatsch, Jr. at (201) 596-4637.

                                                     Very truly yours,



                             Frank E. Lawatsch, Jr.

Enclosures

<PAGE>



                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

 Filed by the registrant |X|

 Filed by a party other than the registrant |_|

 Check the appropriate box:

 | |Preliminary proxy statement     Confidential, for use of the Commission only
 |x|Definitive proxy statement        (as permitted by Rule 14a-6(e)(2))
 |_|Definitive additional materials
 |_|Soliciting materials pursuant to Rule 14a-11(c) or Rule 14a-12

                            THE SHERWOOD GROUP, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

       ---------------------------------------------------------------------
       (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

        |x|No fee required
        |_| Fee computed on table per Exchange Act Rules 14a-6(i)(4) and 0-11

        (1)  Title of each class of securities to which transaction applies:
                                 N.A.
--------------------------------------------------------------------------------
        (2)  Aggregate number of securities to which transaction applies:
                                 N.A.
--------------------------------------------------------------------------------

        (3)  Per unit price or other underlying value of transaction computed 
             pursuant to Exchange Act Rule 0-11:

                                 N.A.
--------------------------------------------------------------------------------

        (4)  Proposed maximum aggregate value of transaction:
                                 N.A.
--------------------------------------------------------------------------------

        (5)  Total Fee Paid:
                                 N.A.
--------------------------------------------------------------------------------

|_| Fee paid previously with preliminary materials:
                                 N.A.
--------------------------------------------------------------------------------

|_| Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration number, or the form or
schedule and the date of its filing.

        (1) Amount Previously Paid:
                                 N.A.
--------------------------------------------------------------------------------
        (2) Form, Schedule or Registration Statement No.:
                                 N.A.
--------------------------------------------------------------------------------

        (3) Filing Party:
                                 N.A.
--------------------------------------------------------------------------------

        (4) Date Filed:
                                 N.A.
--------------------------------------------------------------------------------



<PAGE>




                           

                            The Sherwood Group, Inc.
                            10 Exchange Place Centre
                          Jersey City, New Jersey 07302


   ----------------------------------------------------------------------

                  NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                             TO BE HELD DECEMBER 12, 1997
   ----------------------------------------------------------------------


A  Special  Meeting  of  the  Stockholders  of The  Sherwood  Group,  Inc.  (the
"Company")  will be held at the Company's  offices at 10 Exchange  Place Centre,
Jersey City,  New Jersey 07302,  15th Floor,  on December 12, 1997 at 4:00 p.m.,
New Jersey time for the following purposes:

         (1)      To approve an amendment to the Company's Restated  Certificate
                  of  Incorporation,  as amended,  to change the Company's  name
                  from "The Sherwood Group,  Inc." to "National Discount Brokers
                  Group, Inc."

         (2)      To transact such other business as may properly come before 
                  the meeting or any adjournment thereof.

The Board of Directors  has fixed the close of business on November 11, 1997, as
the record date for  determining the  stockholders  entitled to notice of and to
vote at the meeting and any adjournment thereof.

Your  attention  is directed to the  accompanying  Proxy  Statement  for further
information regarding the proposal to be made.

All  stockholders  are asked to complete,  sign and date the enclosed  proxy and
return it promptly by mail in the enclosed self-addressed  envelope,  which does
not require postage if mailed in the United States.

                                              By Order of the Board of Directors


                                              Dennis Marino
                                              Secretary

November 12, 1997
Jersey City, New Jersey


<PAGE>


                            The Sherwood Group, Inc.
                            10 Exchange Place Centre
                          Jersey City, New Jersey 07302

 ------------------------------------------------------------------
                Proxy Statement For Special Meeting
 ------------------------------------------------------------------

         This Proxy Statement is furnished by the Board of Directors (the "Board
of  Directors")  of The  Sherwood  Group,  Inc.,  a  Delaware  corporation  (the
"Company"),  in connection  with the  solicitation  of proxies to be used at the
Special  Meeting of  Stockholders  (the  "Meeting")  to be held at the Company's
offices at 10 Exchange Place Centre,  Jersey City, New Jersey 07302, 15th Floor,
on  December  12,  1997 at 4:00 p.m.  New Jersey  time,  and at any  adjournment
thereof.  This Proxy Statement and the  accompanying  Notice and Proxy are being
mailed to  stockholders  on or about November 12, 1997. The principal  executive
offices of the Company are located at the address indicated above.

         Only  stockholders  of record at the close of  business  on the  record
date,  November  11, 1997 (the "Record  Date"),  will be entitled to vote at the
Meeting and at all adjournments thereof.

         On November  11,  1997,  there were  outstanding  and  entitled to vote
12,724,624  shares of the Company's common stock,  $.01 par value per share (the
"Common Stock").  Each outstanding share of Common Stock is entitled to one vote
on each  matter to be voted  upon.  A  majority  of the  shares of Common  Stock
entitled to vote at the Meeting will  constitute a quorum for the transaction of
business. Holders of Common Stock have no cumulative voting rights.

                                Voting Of Proxies

         If a proxy is properly signed by a stockholder and is not revoked,  the
shares represented  thereby will be voted at the Meeting in the manner specified
on the proxy,  or if no manner is specified with respect to any matter  therein,
such shares will be voted by the persons designated therein (with respect to the
matters as to which the  stockholder is entitled to vote) (a) "FOR" the approval
of an amendment to the  Company's  Restated  Certificate  of  Incorporation,  as
amended (the  "Restated  Certificate  of  Incorporation")  pursuant to which the
Company's  name would be changed from "The  Sherwood  Group,  Inc." to "National
Discount Brokers, Inc." and (b) in connection with the transaction of such other
business as may properly be brought before the Meeting,  in accordance  with the
judgment of the person or persons voting the proxy.

         A proxy may be  revoked  by the  stockholder  at any time  prior to the
voting thereof by giving notice of revocation in writing to the Secretary of the
Company,  by duly  executing  and  delivering  to the Secretary of the Company a
proxy bearing a later date or by voting in person at the Meeting.

         The  affirmative  vote of the  holders  of at least a  majority  of the
outstanding shares of Common Stock present,  in person or by proxy, and entitled
to vote at the Meeting is required for the  ratification and approval of, unless
otherwise  required by the Delaware  General  Corporation  Law or the  Company's
Restated Certificate of Incorporation, as amended, any other matter which may be
put to a  stockholder  vote  at the  Meeting.  As to  any  particular  proposal,
abstentions  will have the same  effect as a vote  against  that  proposal,  and
broker  non-votes will not be counted as votes for or against the proposal,  and
will not be included in counting the number of votes  necessary  for approval of
the proposal. Votes cast, either in person or by proxy, will be tabulated by The
American Stock Transfer Company, the Company's transfer agent.

<PAGE>


                   Voting Securities and Principal Holders Thereof

Security Ownership Of Certain Beneficial Owners
<TABLE>

         The following table sets forth certain information,  as of November 11,
1997,  regarding  the  beneficial  ownership  of the Common Stock by each person
known by the Company to be the beneficial owner of more than five percent of the
outstanding  shares of the Common Stock.  The Company has been advised that each
stockholder  listed below has sole voting and dispositive  power with respect to
such shares unless otherwise noted in the footnotes following the table.
<CAPTION>

                         Name and Address                    Amount
                        of Beneficial Owner            Of Beneficial Ownership             Percentage of Class
                                     
                  <S>                                        <C>                                   <C> 
                  S.G.I. Partners, L.P.
                  412 Harwood Building
                  Scarsdale, NY 10583                        4,000,000 (1)                         31.51%

                  Carl H. Hewitt
                  120 Broadway
                  New York, NY 10006                         4,000,000 (1)                         31.51%

                  Arthur Kontos
                  10 Exchange Place
                  Jersey City, NJ 07302                      2,754,159 (2)                         21.58%

                  Peter A. Kellogg
                  120 Broadway
                  New York, NY 10006                         1,021,500 (3)                         8.05%

<FN>
(1)      Comprised of 4,000,000 shares of Common Stock held by S.G.I. Partners, L.P.
</FN>
<FN>
(2) Comprised of 1,337,854 shares of Common Stock held by Mr. Kontos and 70,446
shares of Common  Stock  underlying  Mr.  Kontos'  currently  exercisable  stock
options.  Also includes 125,000 shares of Common Stock held by the Arthur Kontos
Foundation, 778,562 shares of Common Stock held by limited partnerships of which
Mr.  Kontos is the general  partner and Mr.  Kontos'  children  are sole limited
partners,  and 442,297 shares over which he has only sole voting power which are
subject to a voting trust agreement with his former wife.
</FN>
<FN>
(3)  Comprised of 650,000  shares of Common Stock held by Mr.  Kellogg,  350,000
shares of Common Stock held by a corporation,  all of whose voting stock is held
by Mr.  Kellogg  and of which Mr.  Kellogg is  president,  and 21,500  shares of
Common Stock held by the Cynthia and Peter Kellogg Foundation.  Peter A. Kellogg
is also a limited partner of S.G.I. Partners, L.P.
</FN>
</TABLE>

Security Ownership of Management


         The following table sets forth certain information,  as of November 11,
1997,  regarding the  beneficial  ownership of the Common Stock by each director
and named  executive  officer of the Company and by all  directors and executive
officers as a group. The Company has been advised that each  stockholder  listed
below has sole voting and  dispositive  power with respect to such shares unless
otherwise noted in the footnotes below.  Sherwood  Securities  Corp.  ("Sherwood
Securities")  is a wholly-owned  subsidiary of the Company  specializing  in the
wholesale  market  making of  over-the-counter  securities.  Equitrade  Partners
("Equitrade")  is an affiliate of the Company  which acts as a specialist on The
New York Stock Exchange.  The Company and one of its  wholly-owned  subsidiaries
own an aggregate of 75% of the capital of Equitrade.
<TABLE>
<CAPTION>
                                                                  Amount of
            Name and Title                                   Beneficial Ownership        Percentage of Class
                                    
            <S>                                                      <C>                         <C>                
            Arthur Kontos,                                           2,754,159   (1)             21.58%
            Vice Chairman of the Board and Chief
            Executive Officer of the Company

            James H. Lynch, Jr.,                                        35,100                     *
            Chairman of the Board and Director

            John P. Duffy, Director                                     44,000   (2)               *

            Carl H. Hewitt, Director                                 4,000,000   (3)             31.51%

            Dennis Marino,                                             211,698   (4)              1.66%
            Executive Vice President and Chief
            Administrative Officer of the Company;
            President of Sherwood Securities

            Richard J. Marino,                                         607,635   (5)              4.78%
            Chairman of the Board of Sherwood
            Securities

            Thomas Neumann,                                            143,436                    1.13%
            Executive Vice President of the
            Company; Head of Capital Markets
            of Sherwood Securities

            Ralph N. Del Deo, Director                                  30,000   (6)               *

            James Romano,                                               10,000   (7)               *
            Senior Vice President of Sherwood
            Securities

            William Karsh,                                              39,501   (8)               *
            Executive Vice President and
            Treasurer of the Company

            Stephen J. DiLascio,                                         1,000                     *
            Director, Managing General
            Partner of Equitrade

            All Directors and Executive Officers as                  7,879,329                   61.22%
            a Group (13 persons) (9)
            
                   * Less than 1%
<FN>
             
         (1)  Consists of 1,337,854  shares of Common Stock held by Mr.  Kontos,
70,446 shares of Common Stock  underlying Mr.  Kontos'  currently  exercisable
stock  options,  125,000  shares  of  Common  Stock  held by the  Arthur  Kontos
Foundation, 778,562 shares of Common Stock held by limited partnerships of which
Mr.  Kontos is the general  partner and Mr.  Kontos'  children  are sole limited
partners  and 442,297  shares over which he has only sole voting power which are
subject to a voting trust agreement with his former wife.
</FN>
<FN>

         (2)  Consists of 40,000  shares of Common  Stock held by Mr.  Duffy and 4,000  shares of Common Stock held in trust for Mr.
Duffy's children.
</FN>
<FN>

         (3)  Consists of 4,000,000 shares of Common Stock held by S.G.I. Partners, L.P.
</FN>
<FN>

         (4)  Consists of 166,508  shares of Common  Stock held by Mr. D. Marino
and  45,190  shares  of  Common  Stock  underlying  Mr.  D.  Marino's  currently
exercisable stock options.
</FN>

<FN>

         (5)  Consists of 595,341  shares of Common  Stock held by Mr. R. Marino
and  12,294  shares  of  Common  Stock  underlying  Mr.  R.  Marino's  currently
exercisable stock options.
</FN>

<FN>

         (6) Consists of 20,000 shares of Common Stock held by Mr. Del Deo and 
10,000 shares of Common Stock held by his wife.
</FN>
<FN>


         (7) Consists of 5,000 shares of Common Stock held by Mr. Romano and
5,000 shares of Common Stock underlying  Mr. Romano's currently exercisable 
stock options.
</FN>
<FN>

         (8) Consists of 27,162 shares of Common Stock held by Mr. Karsh and 
12,339 shares of Common Stock  underlying  Mr. Karsh's currently exercisable
stock options.
</FN>
<FN>

         (9)  Includes 145,269 shares of Common Stock underlying stock options
exercisable within 60 days of November 11, 1997.
</FN>
</TABLE>

PROPOSAL 1.    PROPOSAL TO CHANGE COMPANY'S NAME

         The Board of Directors has adopted a resolution  amending  Article 1 of
the Company's Restated  Certificate of Incorporation,  as amended, to change the
Company's name from "The Sherwood  Group,  Inc." to "National  Discount  Brokers
Group, Inc." (the "Charter Amendment"). Article 1 of the Restated Certificate of
Incorporation,  as amended by the Charter Amendment, is attached as Exhibit A to
this Proxy Statement.

         The name  "National  Discount  Brokers  Group,  Inc." was  selected  to
reflect the Company's primary focus of providing  discount brokerage services on
a national basis. The Board of Directors  believes that the words "National" and
"Discount  Brokers"  are  more  consistent  with  the  nature  of the  Company's
operations and, therefore, has proposed the change of name.

         The Board of  Directors  has  directed  that the Charter  Amendment  be
submitted for stockholder  approval.  The  affirmative  vote of the holders of a
majority of the outstanding  shares of Company's Common Stock voted in person or
by proxy at the Meeting is required for approval of the Charter Amendment.

         The Board of  Directors  recommends  a vote "FOR" the  amendment to the
Restated Certificate of Incorporation.

Stockholder Proposals For Next Annual Meeting

         Any  stockholder  proposals  intended to be presented at the  Company's
next  annual  meeting of  stockholders  must be  received  by the Company at its
offices at 10 Exchange Place Centre, Jersey City, New Jersey 07302, on or before
June 4, 1998,  for  consideration  for inclusion in the proxy  material for such
annual meeting of stockholders.

Expenses Of Solicitation

         The cost of the  solicitation  of proxies will be borne by the Company.
In  addition  to the use of the  mails,  proxies  may be  solicited  by  regular
employees of the Company,  either  personally or by telephone or telegraph.  The
Company does not expect to pay any compensation for the solicitation of proxies,
but may reimburse  brokers and other persons holding shares in their names or in
the names of nominees  for  expenses  in sending  proxy  material to  beneficial
owners and obtaining proxies of such owners.

Other Matters

         The Board of Directors  does not intend to bring any matters before the
Meeting other than as stated in this Proxy Statement,  and is not aware that any
other matters will be presented for action at the Meeting.  If any other matters
come before the Meeting,  the persons  named in the enclosed  form of proxy will
vote the proxy with  respect  thereto in  accordance  with their best  judgment,
pursuant to the discretionary authority granted by the proxy. Whether or not you
plan to attend the Meeting in person, please complete, sign, date and return the
enclosed proxy card promptly.

                                              By Order of the Board of Directors


                                              Dennis Marino
                                              Secretary

Dated:  November 12, 1997



<PAGE>



                                                                              
                                                                             

                                                EXHIBIT A(1)

                                                Article 1
                                                    of
                                  Restated Certificate of Incorporation

         1.       The name of the  Corporation  is NATIONAL DISCOUNT BROKERS
GROUP, INC. (hereinafter referred to as the Corporation").
















--------
(1) Underscored language represents new language added to Article 1 and language
which is lined out is to be removed from Article 1.

<PAGE>



                                              THE SHERWOOD GROUP, INC.
     The undersigned hereby appoints Dennis Marino and Thomas Neumann,  and each
of them, with full power of  substitution,  as proxies for the  undersigned,  to
attend the special  meeting of  stockholders  of The Sherwood  Group,  Inc. (the
"Company"),  to be held at the  Company's  offices at 10 Exchange  Place Centre,
Jersey City,  New Jersey  07302,  15th Floor on December 12, 1997, at 4:00 p.m.,
New Jersey time, or any adjournment thereof, and to vote the number of shares of
common stock of the Company that the undersigned  would be entitled to vote, and
with all the power the  undersigned  would possess,  if personally  present,  as
follows:  1. Approval of an amendment to the Company's  Restated  Certificate of
Incorporation,  as amended,  changing the Company's  name to "National  Discount
Brokers Group, Inc."

FOR    AGAINST    ABSTAIN
2. In their  discretion,  on such other business as may properly come before the
meeting or any adjournment thereof.
                                                     (Continued on reverse side)



(Continued from previous side)


     The Proxies will vote as specified herein or, if a choice is not specified,
they will vote FOR the proposal set forth in Item 1 and in their discretion with
respect to the matters referred to in Item 2.
     This Proxy is solicited by the Board of Directors of the Company.


               Receipt  of the  Notice of  Special  Meeting  of Stockholders and
               Proxy Statement dated  November 12, 1997 is hereby
               acknowledged.

                                Date:  ________________________________,1997

                                ---------------------------------------------

                                ---------------------------------------------
                                                   (Signatures)
                                                                     
                               (Please sign exactly as your names appear hereon,
                               indicating, where proper, official position or 
                               representative capacity.)