<PAGE>   1

As filed with the Securities and Exchange Commission on December 21, 1993
                                                       Registration No. 33-     


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                              

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act Of 1933
                                              

                      RODMAN & RENSHAW CAPITAL GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)


           Delaware                                            36-3111956
   (State of Incorporation)                                (I.R.S. Employer
                                                         Identification No.)

                            120 South LaSalle Street
                            Chicago, Illinois  60603
                    (Address of Principal Executive Offices)

         RODMAN & RENSHAW CAPITAL GROUP, INC. 1993 STOCK OPTION PLAN
   RODMAN & RENSHAW CAPITAL GROUP, INC. INCENTIVE STOCK OPTION PLAN (1993)
       RODMAN & RENSHAW CAPITAL GROUP, INC. INCENTIVE STOCK OPTION PLAN
                           (Full Title of the Plans)
                                              

                           Gregory P. Quinlivan, Esq.
                      Rodman & Renshaw Capital Group, Inc.
                            120 South LaSalle Street
                            Chicago, Illinois  60603
                                 (312) 977-7800
           (Name, Address, and Telephone Number of Agent for Service)
                                               

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                Amount              Proposed maximum         Proposed maximum         Amount of
                Title of securities             to be             offering price per       aggregate offering      registration
                  to be registered           registered (1)            share (2)(3)               price (2)               fee
 -------------------------------------------------------------------------------------------------------------------------------
 <S>                                        <C>                            <C>                   <C>                    <C>
 Common Stock, par value              
  $.09 per share                            2,642,800 shares               $8.94                 $23,626,632            $8,148
</TABLE>                              


(See text of footnotes on the next page of this registration statement.)





Page 1 of 11 pages                Exhibit Index at sequentially numbered page 9
<PAGE>   2


(continued from preceding page)


(1) Represents the maximum number of shares of Common Stock that may be offered
    pursuant to this Registration Statement, including (i) 900,000 shares
    issuable upon the exercise of options granted or to be granted under the
    Rodman & Renshaw Capital Group, Inc. 1993 Stock Option Plan, (ii) 900,000
    shares issuable upon the exercise of options granted or to be granted under
    the Rodman & Renshaw Capital Group, Inc. Incentive Stock Option Plan
    (1993) and (iii) 842,800 shares issuable upon the exercise of options
    granted or to be granted under the Rodman & Renshaw Capital Group, Inc.
    Incentive Stock Option Plan.

(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average of
    the high and low prices reported for the Registrant's common stock on the
    New York Stock Exchange on December 14, 1993.

(3) Estimated solely for the purpose of calculation of the registration fee in
    accordance with Rule 457 under the Securities Act of 1933.
<PAGE>   3





                                EXPLANATORY NOTE


         As permitted by the rules of the Securities and Exchange Commission
         (the "Commission"), this Registration Statement omits the information
         specified in Part I of Form S-8.





                                      -i-
<PAGE>   4
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed with the Commission by Rodman & Renshaw
Capital Group, Inc. (the "Company") are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:

    1.   The Company's Annual Report on Form 10-K for the fiscal year ended
         June 25, 1993 (the "Fiscal 1993 10-K").
           
    2.   All other reports filed by the Company pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
         Act") since the end of the fiscal year covered by the Annual Report on
         Form 10-K referred to in number 1 above.

    3.   The description of the Company's common stock, par value $.09 per
         share ("Common Stock") under the caption "Description of Capital
         Stock" contained in the prospectus included in Amendment No. 1 to the
         Company's Registration Statement on Form S-1 (No. 33-4649) filed with
         the Commission on May 29, 1986 (the "S-1 Registration Statement") and
         the description of the common share purchase rights and by-law
         amendments contained in the Company's Current Report on Form 8-K filed
         with the Commission on August 20, 1993 (the "August 1993 8-K").

    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been sold or which deregisters all of the securities offered
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.

                                                       


    The consolidated financial statements and the related financial statement
schedules incorporated by reference in this Registration Statement from the
Company's Annual Report on Form 10-K for the fiscal year ended June 25, 1993
have been audited by Deloitte & Touche, independent auditors, as stated in
their report, which is incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing.


ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.





                                      II-1
<PAGE>   5
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Pursuant to Section 145 of the Delaware General Corporation Law (the
"DGCL"), corporations incorporated under the laws of Delaware (as is the
Company) are permitted to indemnify their current and former directors,
officers, employees and agents under certain circumstances against certain
liabilities and expenses incurred by them by reason of their serving in such
capacities, if such persons acted in good faith and in a manner which they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful.

    The Company's Certificate of Incorporation provides that each director,
officer, employee and agent will be indemnified by the Company to the fullest
extent permitted under the DGCL against liabilities and expenses in connection
with any threatened, pending or completed legal proceeding to which he may be
made a party or threatened to be made a party by reason of being, agreeing to
be or having been an officer, director, employee or agent of the Company.  The
Company's Certificate of Incorporation also provides that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of his fiduciary duty as a director, except as
prohibited by the DGCL.  This provision eliminates personal liability to the
extent permitted by the DGCL, but does not excuse any director for breach of
his duty of loyalty, for acts not taken in good faith or for transactions in
which the director derives an improper personal benefit.

    In addition to such other rights of indemnification as they may have, the
Company's Incentive Stock Option Plan (1993) and the Company's Incentive Stock
Option Plan provide that in certain circumstances members of the board of
directors and the committee administering each such plan, and each of them,
shall be indemnified by the Company against reasonable expenses (including
attorneys' fees) actually incurred in connection with the defense of any
action, suit, proceeding or appeal therefrom, to which they or any of them may
be a party by reason of any action taken or failure to act under or in
connection with such plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them
in satisfaction of any such action, suit or proceeding, so long as within 60
days after institution of any such action, suit or proceeding such person shall
offer the Company, in writing, the opportunity, at the Company's own expense,
to handle and defend such action, suit or proceeding.

    The Company has in effect an insurance policy in the amount of $10,000,000
covering liabilities of the Company's directors and officers in certain
instances where by law they may not be indemnified by the Company.

    The Acquisition Agreement, dated as of November 17, 1993, among the
Company, Abaco Grupo Financiero S.A. de C.V. and Abaco Casa de Bolsa S.A. de
C.V., Abaco Grupo Financiero relating to a pending tender offer to acquire
approximately 51% of the outstanding Common Stock contains provisions
pertaining to the indemnification of directors and officers and the maintenance
of directors' and officers' liability insurance after consummation of such
offer.





                                      II-2
<PAGE>   6
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.


ITEM 8.  EXHIBITS

    4.1  Restated Certificate of Incorporation of the Company (Exhibit 3.1 to
         the S-1 Registration Statement)*/ and Amendment to the Restated
         Certificate of Incorporation of the Company (Exhibit A to the
         Company's Proxy Statement dated October 31, 1986)*/

    4.2  By-Laws of the Company (Exhibit 3.2 to the S-1 Registration
         Statement)*/; Amendments to the By-Laws of the Company (Exhibits 3(a)
         through (e) to the Company's Annual Report on Form 10-K for the fiscal
         year ended June 30, 1990)*/; and Resolutions of the Board of Directors
         of the Company dated August 20, 1993 amending the By-Laws of the
         Company (Exhibit 4 to the August 1993 8-K)*/

    4.3  Rights Agreement, dated as of August 20, 1993, between the Company and
         First Chicago Trust Company of New York as Rights Agent, which
         includes as Exhibit A the form of Right certificate (Exhibit 1 to the
         August 1993 8-K)*/

    4.4  Specimen certificate evidencing shares of Common Stock (Exhibit 4 to
         the S-1 Registration Statement)*/

    5.1  Opinion of Gregory P. Quinlivan, Esq., General Counsel of the Company

    23.1 Consent of Gregory P. Quinlivan, Esq. (included in the opinion
         filed as Exhibit 5.1)

    23.2 Consent of Deloitte & Touche

    24.1 Powers of Attorney (included on the Signature Page of this
         Registration Statement)
                        
- ------------
*/     Incorporated by reference.


ITEM 9.  UNDERTAKINGS

(a)  Rule 415 Offering.  The Company hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "Securities Act");

              (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which,





                                      II-3
<PAGE>   7
         individually or in the aggregate, represent a fundamental change in
         the information set forth in the Registration Statement;

             (iii)  To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)  Incorporation of Subsequent Exchange Act Documents by Reference.

         The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h)  Form S-8 Registration Statement.

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





                                      II-4
<PAGE>   8
                                   SIGNATURES
       Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on December 20, 1993.
                                       RODMAN & RENSHAW CAPITAL GROUP, INC.

                                       By:    /s/ NORMAN E. MAINS   
                                              Norman E. Mains
                                              President, Chief Executive Officer
                                              and Chief Operating Officer

                               POWER OF ATTORNEY
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Norman E. Mains, Gregory P. Quinlivan and
Peter J. Schild, and each of them, any one of whom may act without the joinder
of the other, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him in his name, place and stead,
in any and all capacities, to sign and file on his behalf any and all
amendments to this Registration Statement, which amendments may make such
changes and additions to the Registration Statement as such attorney-in-fact
may deem necessary or appropriate, and any and all other documents in
connection therewith, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Commission under the Securities
Act.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 Signature                                    Title                               Date
                 ---------                                    -----                               ----
     <S>                                    <C>                                            <C>
      /s/ Norman E. Mains                   President, Chief Executive Officer, Chief      December 20, 1993
     ------------------------------         Operating Officer and Director (Principal                                         
     Norman E. Mains                        Executive Officer)

      /s/ Kurt B. Karmin                    Chairman of the Board of Directors and         December 20, 1993
     --------------------------------       Director                                                                
     Kurt B. Karmin                         

                                            Director
     ----------------------------------             
     Vaughn Blake

      /s/ Victor C. Chigas                  Director                                       December 20, 1993
     ---------------------------------                                                                      
     Victor C. Chigas

      /s/ Mark J. Grant                     Director                                       December 20, 1993
     ---------------------------------                                                                      
     Mark J. Grant

      /s/ Lawrence R. Helfand               Director                                       December 20, 1993
     ---------------------------------                                                                      
     Lawrence R. Helfand

                                            Director
     ----------------------------------             
     Jonathan D. Kantor
                                            Director
     ----------------------------------             
     Kenneth M. Karmin

      /s/ Scott H. Lang                     Director                                       December 20, 1993
     ---------------------------------                                                                      
     Scott H. Lang

      /s/ Gregory P. Quinlivan              Secretary, General Counsel                     December 20, 1993
     -------------------------------        and Director                                                                
     Gregory P. Quinlivan                   

      /s/ Peter J. Schild                   Chief Financial Officer and Director           December 20, 1993
     ----------------------------------     (Principal Financial Officer)  
     Peter J. Schild

      /s/ David J. Kenneth                  Treasurer (Principal Accounting Officer)       December 20, 1993
     --------------------------------                                                                       
     David J. Kenneth
</TABLE>

                                      II-5

<PAGE>   9




                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
    Exhibit                                                                                        Sequentially
     Number                                 Description of Exhibit                                 Numbered Page
     ------                                 ----------------------                                 -------------
      <S>         <C>                                                                                   <C>
      4.1         Restated Certificate of Incorporation of the Company (Exhibit 3.1 to the
                  S-1 Registration Statement)*/ and Amendment to the Restated Certificate
                  of Incorporation of the Company (Exhibit A to the Company's Proxy
                  Statement dated October 31, 1986)*/

      4.2         By-Laws of the Company (Exhibit 3.2 to the S-1 Registration
                  Statement)*/; Amendments to the By-Laws of the Company (Exhibits 3(a)
                  through (e) to the Company's Annual Report on Form 10-K for the fiscal
                  year ended June 30, 1990)*/; and Resolutions of the Board of Directors
                  of the Company dated August 20, 1993 amending the By-Laws of the Company
                  (Exhibit 4 to the August 1993 8-K)*/

      4.3         Rights Agreement, dated as of August 20, 1993, between the Company and
                  First Chicago Trust Company of New York as Rights Agent, which includes
                  as Exhibit A the form of Right certificate (Exhibit 1 to the August 1993
                  8-K)*/

      4.4         Specimen certificate evidencing shares of Common Stock (Exhibit 4 to the
                  S-1 Registration Statement)*/

      5.1         Opinion of Gregory P. Quinlivan, Esq., General Counsel
                  of the Company    . . . . . . . . . . . . . . . . . . . . . . . . . . .               10

      23.1        Consent of Gregory P. Quinlivan, Esq. (included in the opinion filed as
                  Exhibit 5.1)

      23.2        Consent of Deloitte & Touche  . . . . . . . . . . . . . . . . . . . . .               11

      24.1        Powers of Attorney (included on the Signature Page of this Registration
                  Statement)
</TABLE>

___________________________

*/       Incorporated by reference.




                                      II-6

<PAGE>   10
                                                                     EXHIBIT 5.1





                               December 21, 1993



Rodman & Renshaw Capital Group, Inc.
120 South LaSalle Street
Chicago, Illinois  60603


Ladies and Gentlemen:

A Registration Statement on Form S-8 is being filed on or about the date of
this letter with the Securities and Exchange Commission covering the
registration of 2,642,800 shares of common stock, $.09 par value per share (the
"Shares"), of Rodman & Renshaw Capital Group, Inc. (the "Company") to be
offered in connection with the Rodman & Renshaw Capital Group, Inc. 1993 Stock
Option Plan, the Rodman & Renshaw Capital Group, Inc. Incentive Stock Option
Plan (1993) and the Rodman & Renshaw Capital Group, Inc. Incentive Stock Option
Plan (collectively, the "Plans").

I have examined the corporate records of the Company, including its Restated
Certificate of Incorporation, as amended, its By-Laws, as amended, the minutes
of directors' and stockholders' meetings, and such other documents (including
the Plans) which I have deemed relevant or necessary as the basis for the
opinion hereinafter set forth.

Based on the foregoing, it is my opinion that:

         1.  The Company is duly incorporated and validly existing in good
standing under the laws of the State of Delaware.

         2.  The Shares have been duly authorized and when sold pursuant to the
Plans at a price per share which is not less than their par value per share at
the time of the sale, will be legally issued, fully paid and non-assessable.

I am named in the Registration Statement on Form S-8 to which this opinion will
be an exhibit as counsel who will pass on the legality of the Shares registered
and offered pursuant thereto, and I hereby consent to the use of my name
therein and to the use of this opinion as an exhibit thereto.

Very truly yours,

/s/ GREGORY P. QUINLIVAN

Gregory P. Quinlivan




                                      II-7

<PAGE>   11
                                                                    EXHIBIT 23.2




                        CONSENT OF INDEPENDENT AUDITORS




Board of Directors and Shareholders
Rodman & Renshaw Capital Group, Inc.
Chicago, Illinois

We consent to the incorporation by reference in this Registration Statement of
Rodman & Renshaw Capital Group, Inc. ("Rodman") on Form S-8 (pertaining to the
registration of 2,642,800 Rodman Common Shares for the Rodman & Renshaw Capital
Group, Inc. 1993 Stock Option Plan, the Rodman & Renshaw Capital Group, Inc.
Incentive Stock Option Plan (1993) and the Rodman & Renshaw Capital Group, Inc.
Incentive Stock Option) of our report dated August 19, 1993 (September 23, 1993
as to Note 19) appearing the Annual Report on Form 10-K of Rodman & Renshaw
Capital Group, Inc. for the fiscal year ended June 25, 1993, and to the
reference to us under Part II, Item 3. of the Registration Statement.

/s/ DELOITTE & TOUCHE

DELOITTE & TOUCHE
Chicago, Illinois
December 20, 1993










                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26106}]
{"company-data": {"conformed-name": "RODMAN & RENSHAW CAPITAL GROUP INC", "cik": "0000726977", "assigned-sic": "6211", "irs-number": "363111956", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-73206", "film-number": "00000000"}, "business-address": {"street1": "120 S LASALLE ST 9TH FLR", "city": "CHICAGO", "state": "IL", "zip": "60603", "phone": "3129777800"}}
1

As filed with the Securities and Exchange Commission on December 21, 1993
                                                       Registration No. 33-     

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                              

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act Of 1933
                                              

                      RODMAN & RENSHAW CAPITAL GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                            36-3111956
   (State of Incorporation)                                (I.R.S. Employer
                                                         Identification No.)

                            120 South LaSalle Street
                            Chicago, Illinois  60603
                    (Address of Principal Executive Offices)

         RODMAN & RENSHAW CAPITAL GROUP, INC. 1993 STOCK OPTION PLAN
   RODMAN & RENSHAW CAPITAL GROUP, INC. INCENTIVE STOCK OPTION PLAN (1993)
       RODMAN & RENSHAW CAPITAL GROUP, INC. INCENTIVE STOCK OPTION PLAN
                           (Full Title of the Plans)
                                              

                           Gregory P. Quinlivan, Esq.
                      Rodman & Renshaw Capital Group, Inc.
                            120 South LaSalle Street
                            Chicago, Illinois  60603
                                 (312) 977-7800
           (Name, Address, and Telephone Number of Agent for Service)
                                               

                        CALCULATION OF REGISTRATION FEE
Amount              Proposed maximum         Proposed maximum         Amount of
                Title of securities             to be             offering price per       aggregate offering      registration
                  to be registered           registered (1)            share (2)(3)               price (2)               fee
 -------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value              
  $.09 per share                            2,642,800 shares               $8.94                 $23,626,632            $8,148
(See text of footnotes on the next page of this registration statement.)

Page 1 of 11 pages                Exhibit Index at sequentially numbered page 9
2

(continued from preceding page)

(1) Represents the maximum number of shares of Common Stock that may be offered
    pursuant to this Registration Statement, including (i) 900,000 shares
    issuable upon the exercise of options granted or to be granted under the
    Rodman & Renshaw Capital Group, Inc. 1993 Stock Option Plan, (ii) 900,000
    shares issuable upon the exercise of options granted or to be granted under
    the Rodman & Renshaw Capital Group, Inc. Incentive Stock Option Plan
    (1993) and (iii) 842,800 shares issuable upon the exercise of options
    granted or to be granted under the Rodman & Renshaw Capital Group, Inc.
    Incentive Stock Option Plan.

(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average of
    the high and low prices reported for the Registrant's common stock on the
    New York Stock Exchange on December 14, 1993.

(3) Estimated solely for the purpose of calculation of the registration fee in
    accordance with Rule 457 under the Securities Act of 1933.
3

                                EXPLANATORY NOTE

         As permitted by the rules of the Securities and Exchange Commission
         (the "Commission"), this Registration Statement omits the information
         specified in Part I of Form S-8.

                                      -i-
4
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed with the Commission by Rodman & Renshaw
Capital Group, Inc. (the "Company") are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:

    1.   The Company's Annual Report on Form 10-K for the fiscal year ended
         June 25, 1993 (the "Fiscal 1993 10-K").
           
    2.   All other reports filed by the Company pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
         Act") since the end of the fiscal year covered by the Annual Report on
         Form 10-K referred to in number 1 above.

    3.   The description of the Company's common stock, par value $.09 per
         share ("Common Stock") under the caption "Description of Capital
         Stock" contained in the prospectus included in Amendment No. 1 to the
         Company's Registration Statement on Form S-1 (No. 33-4649) filed with
         the Commission on May 29, 1986 (the "S-1 Registration Statement") and
         the description of the common share purchase rights and by-law
         amendments contained in the Company's Current Report on Form 8-K filed
         with the Commission on August 20, 1993 (the "August 1993 8-K").

    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been sold or which deregisters all of the securities offered
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.

                                                       

    The consolidated financial statements and the related financial statement
schedules incorporated by reference in this Registration Statement from the
Company's Annual Report on Form 10-K for the fiscal year ended June 25, 1993
have been audited by Deloitte & Touche, independent auditors, as stated in
their report, which is incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.

                                      II-1
5
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Pursuant to Section 145 of the Delaware General Corporation Law (the
"DGCL"), corporations incorporated under the laws of Delaware (as is the
Company) are permitted to indemnify their current and former directors,
officers, employees and agents under certain circumstances against certain
liabilities and expenses incurred by them by reason of their serving in such
capacities, if such persons acted in good faith and in a manner which they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful.

    The Company's Certificate of Incorporation provides that each director,
officer, employee and agent will be indemnified by the Company to the fullest
extent permitted under the DGCL against liabilities and expenses in connection
with any threatened, pending or completed legal proceeding to which he may be
made a party or threatened to be made a party by reason of being, agreeing to
be or having been an officer, director, employee or agent of the Company.  The
Company's Certificate of Incorporation also provides that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of his fiduciary duty as a director, except as
prohibited by the DGCL.  This provision eliminates personal liability to the
extent permitted by the DGCL, but does not excuse any director for breach of
his duty of loyalty, for acts not taken in good faith or for transactions in
which the director derives an improper personal benefit.

    In addition to such other rights of indemnification as they may have, the
Company's Incentive Stock Option Plan (1993) and the Company's Incentive Stock
Option Plan provide that in certain circumstances members of the board of
directors and the committee administering each such plan, and each of them,
shall be indemnified by the Company against reasonable expenses (including
attorneys' fees) actually incurred in connection with the defense of any
action, suit, proceeding or appeal therefrom, to which they or any of them may
be a party by reason of any action taken or failure to act under or in
connection with such plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them
in satisfaction of any such action, suit or proceeding, so long as within 60
days after institution of any such action, suit or proceeding such person shall
offer the Company, in writing, the opportunity, at the Company's own expense,
to handle and defend such action, suit or proceeding.

    The Company has in effect an insurance policy in the amount of $10,000,000
covering liabilities of the Company's directors and officers in certain
instances where by law they may not be indemnified by the Company.

    The Acquisition Agreement, dated as of November 17, 1993, among the
Company, Abaco Grupo Financiero S.A. de C.V. and Abaco Casa de Bolsa S.A. de
C.V., Abaco Grupo Financiero relating to a pending tender offer to acquire
approximately 51% of the outstanding Common Stock contains provisions
pertaining to the indemnification of directors and officers and the maintenance
of directors' and officers' liability insurance after consummation of such
offer.

                                      II-2
6
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

    4.1  Restated Certificate of Incorporation of the Company (Exhibit 3.1 to
         the S-1 Registration Statement)*/ and Amendment to the Restated
         Certificate of Incorporation of the Company (Exhibit A to the
         Company's Proxy Statement dated October 31, 1986)*/

    4.2  By-Laws of the Company (Exhibit 3.2 to the S-1 Registration
         Statement)*/; Amendments to the By-Laws of the Company (Exhibits 3(a)
         through (e) to the Company's Annual Report on Form 10-K for the fiscal
         year ended June 30, 1990)*/; and Resolutions of the Board of Directors
         of the Company dated August 20, 1993 amending the By-Laws of the
         Company (Exhibit 4 to the August 1993 8-K)*/

    4.3  Rights Agreement, dated as of August 20, 1993, between the Company and
         First Chicago Trust Company of New York as Rights Agent, which
         includes as Exhibit A the form of Right certificate (Exhibit 1 to the
         August 1993 8-K)*/

    4.4  Specimen certificate evidencing shares of Common Stock (Exhibit 4 to
         the S-1 Registration Statement)*/

    5.1  Opinion of Gregory P. Quinlivan, Esq., General Counsel of the Company

    23.1 Consent of Gregory P. Quinlivan, Esq. (included in the opinion
         filed as Exhibit 5.1)

    23.2 Consent of Deloitte & Touche

    24.1 Powers of Attorney (included on the Signature Page of this
         Registration Statement)
                        
- ------------
*/     Incorporated by reference.

ITEM 9.  UNDERTAKINGS

(a)  Rule 415 Offering.  The Company hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "Securities Act");

              (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which,

                                      II-3
7
         individually or in the aggregate, represent a fundamental change in
         the information set forth in the Registration Statement;

             (iii)  To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)  Incorporation of Subsequent Exchange Act Documents by Reference.

         The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h)  Form S-8 Registration Statement.

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
8
                                   SIGNATURES
       Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on December 20, 1993.
                                       RODMAN & RENSHAW CAPITAL GROUP, INC.

                                       By:    /s/ NORMAN E. MAINS   
                                              Norman E. Mains
                                              President, Chief Executive Officer
                                              and Chief Operating Officer

                               POWER OF ATTORNEY
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Norman E. Mains, Gregory P. Quinlivan and
Peter J. Schild, and each of them, any one of whom may act without the joinder
of the other, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him in his name, place and stead,
in any and all capacities, to sign and file on his behalf any and all
amendments to this Registration Statement, which amendments may make such
changes and additions to the Registration Statement as such attorney-in-fact
may deem necessary or appropriate, and any and all other documents in
connection therewith, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Commission under the Securities
Act.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                    Title                               Date
                 ---------                                    -----                               ----
/s/ Norman E. Mains                   President, Chief Executive Officer, Chief      December 20, 1993
     ------------------------------         Operating Officer and Director (Principal                                         
     Norman E. Mains                        Executive Officer)

      /s/ Kurt B. Karmin                    Chairman of the Board of Directors and         December 20, 1993
     --------------------------------       Director                                                                
     Kurt B. Karmin                         

                                            Director
     ----------------------------------             
     Vaughn Blake

      /s/ Victor C. Chigas                  Director                                       December 20, 1993
     ---------------------------------                                                                      
     Victor C. Chigas

      /s/ Mark J. Grant                     Director                                       December 20, 1993
     ---------------------------------                                                                      
     Mark J. Grant

      /s/ Lawrence R. Helfand               Director                                       December 20, 1993
     ---------------------------------                                                                      
     Lawrence R. Helfand

                                            Director
     ----------------------------------             
     Jonathan D. Kantor
                                            Director
     ----------------------------------             
     Kenneth M. Karmin

      /s/ Scott H. Lang                     Director                                       December 20, 1993
     ---------------------------------                                                                      
     Scott H. Lang

      /s/ Gregory P. Quinlivan              Secretary, General Counsel                     December 20, 1993
     -------------------------------        and Director                                                                
     Gregory P. Quinlivan                   

      /s/ Peter J. Schild                   Chief Financial Officer and Director           December 20, 1993
     ----------------------------------     (Principal Financial Officer)  
     Peter J. Schild

      /s/ David J. Kenneth                  Treasurer (Principal Accounting Officer)       December 20, 1993
     --------------------------------                                                                       
     David J. Kenneth
II-5
9

                               INDEX TO EXHIBITS
Exhibit                                                                                        Sequentially
     Number                                 Description of Exhibit                                 Numbered Page
     ------                                 ----------------------                                 -------------
4.1         Restated Certificate of Incorporation of the Company (Exhibit 3.1 to the
                  S-1 Registration Statement)*/ and Amendment to the Restated Certificate
                  of Incorporation of the Company (Exhibit A to the Company's Proxy
                  Statement dated October 31, 1986)*/

      4.2         By-Laws of the Company (Exhibit 3.2 to the S-1 Registration
                  Statement)*/; Amendments to the By-Laws of the Company (Exhibits 3(a)
                  through (e) to the Company's Annual Report on Form 10-K for the fiscal
                  year ended June 30, 1990)*/; and Resolutions of the Board of Directors
                  of the Company dated August 20, 1993 amending the By-Laws of the Company
                  (Exhibit 4 to the August 1993 8-K)*/

      4.3         Rights Agreement, dated as of August 20, 1993, between the Company and
                  First Chicago Trust Company of New York as Rights Agent, which includes
                  as Exhibit A the form of Right certificate (Exhibit 1 to the August 1993
                  8-K)*/

      4.4         Specimen certificate evidencing shares of Common Stock (Exhibit 4 to the
                  S-1 Registration Statement)*/

      5.1         Opinion of Gregory P. Quinlivan, Esq., General Counsel
                  of the Company    . . . . . . . . . . . . . . . . . . . . . . . . . . .               10

      23.1        Consent of Gregory P. Quinlivan, Esq. (included in the opinion filed as
                  Exhibit 5.1)

      23.2        Consent of Deloitte & Touche  . . . . . . . . . . . . . . . . . . . . .               11

      24.1        Powers of Attorney (included on the Signature Page of this Registration
                  Statement)
___________________________

*/       Incorporated by reference.

                                      II-6
10
                                                                     EXHIBIT 5.1

                               December 21, 1993

Rodman & Renshaw Capital Group, Inc.
120 South LaSalle Street
Chicago, Illinois  60603

Ladies and Gentlemen:

A Registration Statement on Form S-8 is being filed on or about the date of
this letter with the Securities and Exchange Commission covering the
registration of 2,642,800 shares of common stock, $.09 par value per share (the
"Shares"), of Rodman & Renshaw Capital Group, Inc. (the "Company") to be
offered in connection with the Rodman & Renshaw Capital Group, Inc. 1993 Stock
Option Plan, the Rodman & Renshaw Capital Group, Inc. Incentive Stock Option
Plan (1993) and the Rodman & Renshaw Capital Group, Inc. Incentive Stock Option
Plan (collectively, the "Plans").

I have examined the corporate records of the Company, including its Restated
Certificate of Incorporation, as amended, its By-Laws, as amended, the minutes
of directors' and stockholders' meetings, and such other documents (including
the Plans) which I have deemed relevant or necessary as the basis for the
opinion hereinafter set forth.

Based on the foregoing, it is my opinion that:

         1.  The Company is duly incorporated and validly existing in good
standing under the laws of the State of Delaware.

         2.  The Shares have been duly authorized and when sold pursuant to the
Plans at a price per share which is not less than their par value per share at
the time of the sale, will be legally issued, fully paid and non-assessable.

I am named in the Registration Statement on Form S-8 to which this opinion will
be an exhibit as counsel who will pass on the legality of the Shares registered
and offered pursuant thereto, and I hereby consent to the use of my name
therein and to the use of this opinion as an exhibit thereto.

Very truly yours,

/s/ GREGORY P. QUINLIVAN

Gregory P. Quinlivan

                                      II-7
11
                                                                    EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Rodman & Renshaw Capital Group, Inc.
Chicago, Illinois

We consent to the incorporation by reference in this Registration Statement of
Rodman & Renshaw Capital Group, Inc. ("Rodman") on Form S-8 (pertaining to the
registration of 2,642,800 Rodman Common Shares for the Rodman & Renshaw Capital
Group, Inc. 1993 Stock Option Plan, the Rodman & Renshaw Capital Group, Inc.
Incentive Stock Option Plan (1993) and the Rodman & Renshaw Capital Group, Inc.
Incentive Stock Option) of our report dated August 19, 1993 (September 23, 1993
as to Note 19) appearing the Annual Report on Form 10-K of Rodman & Renshaw
Capital Group, Inc. for the fiscal year ended June 25, 1993, and to the
reference to us under Part II, Item 3. of the Registration Statement.

/s/ DELOITTE & TOUCHE

DELOITTE & TOUCHE
Chicago, Illinois
December 20, 1993

                                      II-8