content: SECURITIES AND EXCHANGE COMMISSION   
                        WASHINGTON, D.C. 20549   
     
     
     
     
                            --------------   
     
     
                               FORM 8-K   
     
     
                            CURRENT REPORT   
                Pursuant to Section 13 or 15(d) of the   
                  Securities and Exchange Act of 1934   
     
     
                            --------------   
     
     
                   Date of Report: December 15, 1997   
                   (Date of earliest event reported)   
     
     
                 RODMAN & RENSHAW CAPITAL GROUP, INC.   
        (Exact name of registrant as specified in its charter)   
     
     
         Delaware                     1-9143                   33-3111956   
  (State or Other Jurisdiction  (Commission File Number)     (I.R.S. Employer   
   Chairman Incorporation)                              Identification Number)   
      
                            --------------   
     
     
                    233 S. Wacker Drive, Suite 4500   
                        Chicago, Illinois 60606   
                (Address of Principal Executive Office)   
     
     
  Registrant's telephone number, including area code: (312) 526-2000   
     
     
     
     
     
     
     
     
     
     
  <PAGE>   
     
     
     
  ITEM 5. OTHER EVENTS   
     
     
         As of  December  15,  1997,  the  following  individuals  have become   
  directors of Rodman & Renshaw Capital Group, Inc. (the "Company"):   
     
     
                      Age, Business Experience and   
  Name                Other Directorships   
  ----                -----------------------------   
     
  Gustavo Vergara     Age 45.  Since August 27, 1997, Management   
                      Interventor for Abaco Grupo Financiero, S.A. de C.V.   
                      ("Abaco Financial Group") and its subsidiaries.  Mr.   
                      Vergara has been employed by the Mexican Comision   
                      Nacional Bancaria y de Valores (the "CNBV") since   
                      1994, during which time he has served as Management   
                      Interventor for several institutions.  Prior thereto, Mr.   
                      Vergara was Director of Finance, Banco Bilbao   
                      Viscaya / Probursa, from 1992 to June 1994.   
     
  Miguel Cano         Age 38.  Since October 31, 1997, employed by Abaco   
                      Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero   
                      as the Representative of the Management Interventor.   
                      President and Chief Executive Officer of Bursamex   
                      Holdings and Bursamex Inc., its wholly-owned US   
                      broker-dealer subsidiary, from June 1996 to July 1997.   
                      General Director of International Affairs, CNBV, from   
                      April 1995 to April 1996.  General Director of Market   
                      Development, Mexican Securities Commission, from   
                      1992 to April 1995.   
     
  Luke J. Haran       Age 54.  Independent Financial Consultant, since 1997.   
                      Managing Director, Citicorp Securities, New York,   
                      New York, from 1994 to 1997. Unit Head of Serfin   
                      Securities, New York, New York and London,   
                      England from 1990 to 1994.   
     
  Benjamin Lopez      Age 33. Assistant to the Management Interventor for   
                      Abaco Financial Group since August 1997. General   
                      Director, Banco Promotor del Norte, S.A., from June   
                      1994 to August 1997.  Director of Capital Markets,   
                      Valores Bursatiles de Mexico, S.A., from 1992 to June   
                      1994.   
     
     
  <PAGE>   
     
     
     
  Deborah   
  Hicks  Midanek      Age 43.  Principal,  Jay Alix &  Associates,  a   
                      consulting  firm  specializing  in  providing     
                      restructuring advice and  management  services  to   
                      troubled  companies  in various  industries,  since 1997.   
                      Chief Executive Officer of Solon Asset Management,   
                      an investment  advisory firm, since 1990.  Chairman   
                      and Chief  Executive  Officer  of The Solon   
                      Funds,  an investment  company,  since 1990.   
                      Trustee of the Committee for Economic  Development,   
                      since 1995.  Director, Standard Brands Paint Company,   
                      since 1993.   
     
  Jose C. Villarreal  Age 36. Treasurer, Banco Confia, Abaco Grupo   
                      Financiero, Abaco Financial Group's commercial bank   
                      subsidiary, since January, 1993.  Prior thereto, Mr.   
                      Villarreal was an advisor to Banco Confia on various   
                      projects beginning in 1992.   
     
     
     As of December 15, 1997,  Ernesto  Arechavala,  Alexander C.  Anderson and   
  Jorge Lankenau Rocha have been removed from their positions as directors of
  the Company.   
     
        The  appointment of new directors and the removal of Mr.  Arechavala,
  Mr. Anderson  and Mr.  Lankenau  from the  Board of  Directors  have  been
  effected pursuant to an action by written  consent in lieu of a meeting
  (the  "Consent") executed by Abaco Casa de Bolsa,  S.A. de C.V.,  Abaco
  Grupo  Financiero,  which holds approximately 70% of the outstanding common 
  stock of the Company.  Further information  concerning  the Consent can be
  found in the  Company's  information statement  dated November 24, 1997,
  which has been  distributed to shareholders and filed with the Securities
  and Exchange Commission.   
     
     
                                          3   
     
     
     
  <PAGE>   
     
     
     
     
     
     
                              SIGNATURES   
     
             Pursuant to the requirements of the Securities  Exchange Act of
  1934, the  registrant  has duly caused this  report or  amendment  to be
  signed on its behalf by the undersigned, thereunto duly authorized.   
     
  Dated: December 16, 1997   
     
     
                                 Rodman & Renshaw Capital Group, Inc.   
     
     
                                 By: /s/ Gilbert R. Ott, Jr.   
                                     -----------------------   
                                     Name: Gilbert R. Ott, Jr.   
                                     Title:Secretary   
     
       
     
                                          4   
     
     
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6482}]
metadata_filer: {"company-data": {"conformed-name": "RODMAN & RENSHAW CAPITAL GROUP INC", "cik": "0000726977", "assigned-sic": "6211", "irs-number": "363111956", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09143", "film-number": "97739401"}, "business-address": {"street1": "120 S LASALLE ST 9TH FLR", "city": "CHICAGO", "state": "IL", "zip": "60603", "phone": "3125262000"}, "mail-address": {"street1": "120 SOUTH LASALLE ST", "street2": "120 SOUTH LASALLE ST", "city": "CHICAGO", "state": "IL", "zip": "60603"}}
text: SECURITIES AND EXCHANGE COMMISSION   
                        WASHINGTON, D.C. 20549   
     
     
     
     
                            --------------   
     
     
                               FORM 8-K   
     
     
                            CURRENT REPORT   
                Pursuant to Section 13 or 15(d) of the   
                  Securities and Exchange Act of 1934   
     
     
                            --------------   
     
     
                   Date of Report: December 15, 1997   
                   (Date of earliest event reported)   
     
     
                 RODMAN & RENSHAW CAPITAL GROUP, INC.   
        (Exact name of registrant as specified in its charter)   
     
     
         Delaware                     1-9143                   33-3111956   
  (State or Other Jurisdiction  (Commission File Number)     (I.R.S. Employer   
   Chairman Incorporation)                              Identification Number)   
      
                            --------------   
     
     
                    233 S. Wacker Drive, Suite 4500   
                        Chicago, Illinois 60606   
                (Address of Principal Executive Office)   
     
     
  Registrant's telephone number, including area code: (312) 526-2000
  ITEM 5. OTHER EVENTS   
     
     
         As of  December  15,  1997,  the  following  individuals  have become   
  directors of Rodman & Renshaw Capital Group, Inc. (the "Company"):   
     
     
                      Age, Business Experience and   
  Name                Other Directorships   
  ----                -----------------------------   
     
  Gustavo Vergara     Age 45.  Since August 27, 1997, Management   
                      Interventor for Abaco Grupo Financiero, S.A. de C.V.   
                      ("Abaco Financial Group") and its subsidiaries.  Mr.   
                      Vergara has been employed by the Mexican Comision   
                      Nacional Bancaria y de Valores (the "CNBV") since   
                      1994, during which time he has served as Management   
                      Interventor for several institutions.  Prior thereto, Mr.   
                      Vergara was Director of Finance, Banco Bilbao   
                      Viscaya / Probursa, from 1992 to June 1994.   
     
  Miguel Cano         Age 38.  Since October 31, 1997, employed by Abaco   
                      Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero   
                      as the Representative of the Management Interventor.   
                      President and Chief Executive Officer of Bursamex   
                      Holdings and Bursamex Inc., its wholly-owned US   
                      broker-dealer subsidiary, from June 1996 to July 1997.   
                      General Director of International Affairs, CNBV, from   
                      April 1995 to April 1996.  General Director of Market   
                      Development, Mexican Securities Commission, from   
                      1992 to April 1995.   
     
  Luke J. Haran       Age 54.  Independent Financial Consultant, since 1997.   
                      Managing Director, Citicorp Securities, New York,   
                      New York, from 1994 to 1997. Unit Head of Serfin   
                      Securities, New York, New York and London,   
                      England from 1990 to 1994.   
     
  Benjamin Lopez      Age 33. Assistant to the Management Interventor for   
                      Abaco Financial Group since August 1997. General   
                      Director, Banco Promotor del Norte, S.A., from June   
                      1994 to August 1997.  Director of Capital Markets,   
                      Valores Bursatiles de Mexico, S.A., from 1992 to June   
                      1994.
  Deborah   
  Hicks  Midanek      Age 43.  Principal,  Jay Alix &  Associates,  a   
                      consulting  firm  specializing  in  providing     
                      restructuring advice and  management  services  to   
                      troubled  companies  in various  industries,  since 1997.   
                      Chief Executive Officer of Solon Asset Management,   
                      an investment  advisory firm, since 1990.  Chairman   
                      and Chief  Executive  Officer  of The Solon   
                      Funds,  an investment  company,  since 1990.   
                      Trustee of the Committee for Economic  Development,   
                      since 1995.  Director, Standard Brands Paint Company,   
                      since 1993.   
     
  Jose C. Villarreal  Age 36. Treasurer, Banco Confia, Abaco Grupo   
                      Financiero, Abaco Financial Group's commercial bank   
                      subsidiary, since January, 1993.  Prior thereto, Mr.   
                      Villarreal was an advisor to Banco Confia on various   
                      projects beginning in 1992.   
     
     
     As of December 15, 1997,  Ernesto  Arechavala,  Alexander C.  Anderson and   
  Jorge Lankenau Rocha have been removed from their positions as directors of
  the Company.   
     
        The  appointment of new directors and the removal of Mr.  Arechavala,
  Mr. Anderson  and Mr.  Lankenau  from the  Board of  Directors  have  been
  effected pursuant to an action by written  consent in lieu of a meeting
  (the  "Consent") executed by Abaco Casa de Bolsa,  S.A. de C.V.,  Abaco
  Grupo  Financiero,  which holds approximately 70% of the outstanding common 
  stock of the Company.  Further information  concerning  the Consent can be
  found in the  Company's  information statement  dated November 24, 1997,
  which has been  distributed to shareholders and filed with the Securities
  and Exchange Commission.   
     
     
                                          3
  SIGNATURES   
     
             Pursuant to the requirements of the Securities  Exchange Act of
  1934, the  registrant  has duly caused this  report or  amendment  to be
  signed on its behalf by the undersigned, thereunto duly authorized.   
     
  Dated: December 16, 1997   
     
     
                                 Rodman & Renshaw Capital Group, Inc.   
     
     
                                 By: /s/ Gilbert R. Ott, Jr.   
                                     -----------------------   
                                     Name: Gilbert R. Ott, Jr.   
                                     Title:Secretary   
     
       
     
                                          4