SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   Form 10-Q

               Quarterly Report Under Section 13 or 15(d) of the

                        Securities Exchange Act of 1934

For Quarter Ended:   September 30, 1997

Commission File Number:               000-17129

                      Clark Melvin Securities Corporation
             (Exact name of registrant as specified in its charter)

       Delaware                                       52-0749204
-------------------------------                   -------------------   
(State of other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                   Identification No.)

1414 Banco Popular Center, Hato Rey, PR    00918
---------------------------------------------------
(Address of principal executive offices) (Zip Code)

787-759-8080
----------------------------------------------------
(Registrant's telephone number, including area code)

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
                               _____           _____


The number of shares of the registrant's common stock, $.01 par value per share,
outstanding as of September 30, 1997 was 18,523,096.


<PAGE>


                      CLARK MELVIN SECURITIES CORPORATION

                         NOTES TO FINANCIAL STATEMENTS

                                  (Unaudited)

1.       BASIS OF PRESENTATION

The statement of financial position as of September 30, 1997, the statements of
operations for the nine month period ended September 30, 1997, and 1996 and the
statements of cash flows for the nine month period ended September 30, 1997 and
1996 have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to fairly present the financial position at September 30, 1997 and for
all periods presented have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's December 31, 1996 Annual Shareholder Report.

The results of operations for the period ended September 30, 1997 are not
necessarily indicative of the operating results for the full year.

2.       FIRM TRADING SECURITIES
Firm trading securities consisted of the following:

                                           September 30,     December 31,
                                              1997               1996
                                           -------------     ------------
Corporate Equities                          $ 367,070            $ 0.00


3.       STOCKHOLDERS' EQUITY

Profit (Loss) per share of common stock is calculated by dividing net profit
(loss), less the preferred stock dividend requirement by the weighted average
number of common shares outstanding during the period, which was 18,523,096
shares.

4.       INCOME TAXES

During 1992 the Company adopted Financial Accounting Statement No. 109,
Accounting for Income Taxes. The Company recorded no benefit from income taxes
in 1996 and a valuation allowance was provided for the deferred asset of
$683,000.

Temporary differences between amounts reported for financial reporting purposes
and income tax purposes are insignificant.

5.       NET CAPITAL REQUIREMENTS

The Company is subject to the Securities and Exchange Commission Uniform Net
Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net
capital and requires that the ratio of aggregate indebtedness to net capital,
both as defined, shall not exceed 15 to 1. The Rule also provides that equity
capital may not be withdrawn or cash dividends paid if the resulting net capital
ratio would exceed 10 to 1.

As of September 30, 1997 the Company has a negative net capital of approximately
$831,208 which was approximately a $931,208 deficit of its required net capital
and the Company's ratio of aggregate indebtedness to net capital was -2.09. As
of December 31, 1996 the Company had net capital of approximately $216,326,
which was approximately $116,326 in excess of its required net capital and the
Company's ratio of aggregate indebtedness to net capital was 1.90.


<PAGE>



6.       EXTRAORDINARY EVENT

On September 23, 1997 the Company discovered that one of its brokers had
fraudulently endorsed and misappropriated the funds from over fifteen clients.
This led to an internal effort to review all customer accounts related to the
said broker. The management of the Company immediately informed the FBI and SEC
of the matter and of its internal review results.

On October 9, 1997, the Company filed a report pursuant to Rule 17a-11
promulgated under the Securities Investor Protection Corporation (SIPC) Exchange
Act of 1934 to report the misappropriation of an aggregate of approximately $2.4
million in funds through the fraudulent endorsement of checks written by the
Company and its clients. The investigation by the Puerto Rico Commissioner of
Financial Institutions, Federal Bureau of Investigation and the Securities
Exchange Commission is ongoing, but has so far revealed evidence that one of the
Company's brokers forged endorsements on approximately $ 2.4 million in checks
and wrongfully deposited them into third-party accounts. The Company voluntarily
suspended operations on October 9, 1997 due to the misappropriation and to
determine the effect on the Company's net capital position.

On November 3, 1997 the Company entered into an agreement with SIPC and SEC
whereby the Company would cease operations as a broker-dealer based on the
determination by SIPC that the customers of the Company were in need of
protection available under the Securities Investor Protection Corporation (SIPC)
Investor Protection Act. The Company has been assigned a fiscal agent by SIPC
and is currently implementing a liquidation plan to pay all customer claims.

NEGOTIATIONS WITH SAMUEL A. RAMIREZ & CO.

Subsequent to ceasing operations in October, the Company entered into
negotiations with S. Ramirez & Co., a New York based broker dealer. The
negotiations are ongoing and expect to be completed in six months at a price yet
to be determined.


<PAGE>





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL CONDITION

RESULTS OF OPERATIONS

REVENUES

Total revenues increased 67% through the third quarter of 1997 compared to the
same period in 1996.

Commission increased by 37% due to increases in sales transactions.

The 132% increase for the first nine months of 1997 in advisory and fee income
over the same period in 1996 is primarily due to increased activity in corporate
finance.

Interest and dividend income for the third quarter of 1997 are comparable to
those over the same period in 1996.

As of September 30, 1997, margin income decreased by 38% over the same period in
1996, primarily due to variations in margin deposit balances.

Trailer Fees increased by 40% through the third quarter of 1997 compared to the
same period in 1996 due to an increase in size of money market funds and mutual
funds.

Miscellaneous Income increased significantly during the first nine months of
1997 compared to that of 1996, primarily due to the consolidation of subsidiary
activity.

EXPENSES

Overall, expenses increased 60% through the third quarter of 1997 compared to
that of 1996, primarily due to increased sales and marketing efforts.

Compensation and benefits increased by 66% due to increases in sales
transactions and to the addition of subsidiary activity.

Occupancy expense during the third quarter of 1997 are comparable to those over
the same period in 1996.

Business development expenses increased by 184% through the third quarter of
1997 compared to expenses made over the same period in 1996, primarily due to an
increase in marketing for all departments.

Communication expenses through the third quarter of 1997 decreased by 18%
compared to those during the same period in 1996 due to continued cost-cutting
measures.

The 125% increase in other expenses for the first six months of 1997 is due
primarily to ongoing accounting reclassifications and to the addition of
subsidiary activities.

FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES

The Company is required to comply with the Uniform Net Capital Rule of the
Securities and Exchange Commission. The Rule is intended to measure the general
financial soundness and liquidity of broker-dealers. The Company has
consistently exceeded the minimum net capital requirement. As of September 30,
1997 the Company's negative net capital was approximately $831,208 which was in
violation by approximately $931,208 in deficit of its required net capital.


<PAGE>



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The company's annual meeting of stockholders was held on June 20, 1997, at which
the following directors were elected by the votes indicated:

                                            For               Withhold
                                            ---               --------
         Aurelio Emanuelli                  All
         James Finn                         All
         Guillermo L. Martinez              All
         Cesar Montilla, Jr.                All
         Joaquin Rodriguez                  All
         Juan Perez Toledo                  All


<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.

                                           Clark Melvin Securities Corporation
                                           -----------------------------------
                                                             (Registrant)

                                           By:      /s/ Irene M. Harr
                                                    ____________________________
                                                    Irene M. Harr
                                                    Chief Financial Officer

Date:     November 13, 1997


<PAGE>



                          PART 1: FINANCIAL INFORMATION



                       CLARK MELVIN SECURITIES CORPORATION
                         STATEMENT OF FINANCIAL POSITION

                                                    (Unaudited)
                                                    September 30    December 31
                                                        1997           1996
ASSETS
Cash & Savings                                       $   652,810    $   405,609
Deposit with Clearing Broker                             100,000        100,000
Broker & Dealer Receivable                               215,763        130,414
Accounts Receivable                                       73,308        399,020
Firm Trading Securities & Investments                    367,070              0
Prepaid Expenses                                          47,672         40,557
Other Assets                                              31,235          6,946
                                                     -----------    -----------
Total Current Assets                                 $ 1,487,858    $ 1,082,546

Furniture/Fixtures/Leasehold
 (net of accum. depreciation and amortization)       $    74,099    $    32,148
Subsidiaries                                              14,506          1,000
Organizational Expenses                                        0          6,506
                                                     -----------    -----------
Total Long-Term Fixed Assets                              88,605         39,654

     Total Assets                                    $ 1,576,463    $ 1,122,200
                                                     ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Payable to clearing broker                           $   360,750    $    12,317
Accounts payable and accrued liabilities                 365,775        397,762
Reserve for Extraordinary                              1,370,055              0
                                                     -----------    -----------
Total Liabilities                                    $ 2,096,580    $   410,079

Stockholders' equity
Common stock,  40,000,000 shares
      18,523,096 issued & outstanding                $   185,231    $   185,231
Preferred stock, 145,000 shares                          145,000        145,000
Additional Paid-in Capital                             2,888,028      2,888,028
Retained Earnings                                     (2,473,751)    (2,662,100)
Treasury stock - preferred                               (35,000)       (35,000)
Current Period Profit / (Loss)                        (1,229,625)       190,962
                                                     -----------    -----------
Total Stockholder's Equity                           $  (520,117)   $   712,121

     Total Liabilities & Stockholders' Equity        $ 1,576,463    $ 1,122,200
                                                     ===========    ===========


<PAGE>


                       CLARK MELVIN SECURITIES CORPORATION
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  (Unaudited)
                                                               Nine Months Ended
                                                                 September 30,

Increase (Decrease) in cash                                    1996          1997
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss)                                          $(1,229,625)    $ 13,874
Adjustments to reconcile net profit (loss) to net
cash (used for) provided by operating activities:
      Depreciation and amortization                             18,516       22,396
      (Increase) decrease in operating assets:
             Receivables:
                   Brokers and dealers                         (85,350)      38,181
                   Employee advances                            (6,766)      (5,756)
                   Other                                       (14,778)       4,702
             Firm trading securities/Investments              (367,070)
             Securities sold short
             Other                                             309,267       19,893
      Increase (decrease) in operating liabilities:
             Payable to clearing broker                        348,506       (3,169)
             Accounts payable and accrued liabilities          (32,060)     (78,755)
             Accounts payable reserve for extraordinary
               expenses                                      1,370,055
                                                           -----------     --------
NET CASH (USED FOR) PROVIDED BY OPERATING ACTIVIT$ES           310,695     $ 11,366
                                                           ===========     ========

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of office equipment and leasehold improvements        (60,467)      (5,083)
Proceeds from sales of other investments
                                                           -----------     --------
NET CASH (USED FOR) PROVIDED BY INVESTING ACTIVIT$ES           (60,467)    $ (5,083)
                                                           ===========     ========

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock
  Payment of preferred stock dividend                           (2,613)      (5,130)
  Redemption of preferred stock
  Payment of subscriptions
                                                           -----------     --------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVIT$ES            (2,613)    $ (5,130)
                                                           ===========     ========

NET INCREASE IN CASH AND CASH EQUIVALENTS                  $   247,615     $  1,153
                                                           ===========     ========

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           $   405,195     $265,243
CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $   157,580     $264,090
                                                           ===========     ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest                   $     2,894     $  1,071
</TABLE>


   The accompanying notes are an integral part of these financial statements.



<PAGE>



                       CLARK MELVIN SECURITIES CORPORATION
                             STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                              (Unaudited)                  (Unaudited)
                                          Three Months Ended            Nine Months Ended
                                             September 30,                September 30,
                                          1997           1996          1997           1996
<S> <C>
REVENUES
Commissions                           $   569,792    $   427,564   $ 1,501,254    $ 1,096,835
Advisory and Fee Income                   280,272        135,250       704,125        302,910
Interest / Dividends                        4,475          5,072        14,224         15,155
Margin                                      6,572         12,527        20,876         33,818
Trailer Fees                               25,641         20,596        72,567         51,906
Miscellaneous                              69,693          3,575       241,952         25,459
                                      -----------    -----------   -----------    -----------
Total Revenues                        $   956,445    $   604,584   $ 2,554,998    $ 1,526,083


EXPENSES
Compensation and Benefits             $   562,658    $   355,841   $ 1,448,022    $   871,514
Clearing Fees                              37,386         43,252       125,129        127,546
Occupancy                                  47,380         34,669       114,604        104,013
Business Development                       42,791          6,016       108,986         38,431
Interest                                      412          1,071         1,489          3,904
Communications                             40,132         49,986       119,509        146,009
Other                                     157,925         30,296       496,829        220,792
                                      -----------    -----------   -----------    -----------
Total Expenses                        $   888,684    $   521,131   $ 2,414,568    $ 1,512,209

Profit / (Loss) Before Income Taxes   $    67,761    $    83,453   $   140,430    $    13,874
                                      ===========    ===========   ===========    ===========

Extraordinary Expense                   1,370,055           --       1,370,055           --

Income Taxes:
   Current Tax Expense                       --             --            --             --
   Benefit of Loss Carryover                 --             --            --             --
                                      -----------    -----------   -----------    -----------

Net Profit (Loss)                     $(1,302,294)   $    83,453   $(1,229,625)   $    13,874
                                      ===========    ===========   ===========    ===========


Profit (Loss) per common share        $     (0.07)   $      0.00   $     (0.07)   $      0.00
                                      ===========    ===========   ===========    ===========
</TABLE>


     Accompanying notes are an integral part of these financial statements.