content: UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549
  
  
                                       FORM 8-K
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported)  October 6, 1994
                                                   --------------------
  
  
                         Rodman & Renshaw Capital Group, Inc.
  - - - ---------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)
  
  Delaware                           33-4649           36-3111956
  - - - ---------------------------------------------------------------------
  (State or Other                    (Commission       (IRS Employer
  Jurisdiction of                    File Number)      Identification
  Incorporation)                                       Number)
  
  120 South LaSalle Street, Chicago, Illinois                60603
  - - - ---------------------------------------------------------------------
  (Address of principal executive offices)                   (Zip Code)
  
  
  Registrant's telephone number, including area code (312) 977-7864
                                                     ------------------
  
                                          N/A
  - - - ---------------------------------------------------------------------
         (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 4.     Changes in Registrant's Certifying Accountant
  
              On October 6, 1994, the Registrant, upon the recommendation
  of the Audit Committee of its Board of Directors, dismissed Deloitte &
  Touche and appointed Coopers & Lybrand as the Registrant's certifying
  accountant.
  
              During the two fiscal years ended June 24, 1994 and
  June 25, 1993, and during the interim period from June 24, 1994,
  through October 6, 1994, the Registrant had no disagreements with
  Deloitte & Touche on any matter of accounting principles or practices,
  financial statement disclosure or auditing scope or procedure. 
  Further, during the two fiscal years ended June 24, 1994 and June 25,
  1993, and during the interim period from June 25, 1994, through
  October 6, 1994, neither the Registrant nor anyone on the Registrant's
  behalf consulted Coopers & Lybrand regarding either the application of
  accounting principles to a specified transaction or the type of audit
  opinion that might be rendered on the Registrant's financial
  statements.
  
  
  Item 7.     Financial Statements and Exhibits
  
              (c)   Exhibits
  
                    (16) Deloitte & Touche letter regarding Registrant's
                         response to Item 304(a).
  
  
  
  
  
  
                                       SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934,
  Registrant has duly caused this report to be signed on its behalf by
  the undersigned here unto duly authorized.
  
  
  
  RODMAN & RENSHAW CAPITAL GROUP, INC.
  
  By:                                      
     John T. Hague,
     Executive Vice President and
     Chief Financial Officer
  </PAGE>
  <PAGE>
                                                                   
  EXHIBIT 16
  
  
  
  October 7, 1994
  
  
  Securities and Exchange Commission
  Mail Stop 9-5
  450 5th Street, N.W.
  Washington, D.C.  20549
  
  Dear Sirs/Madams:
  
  We have read and agree with the comments in Item 4 of Form 8-K of
  Rodman & Renshaw Capital Group, Inc., dated October 6, 1994.
  
  
  Yours truly,
  
  
  
  DELOITTE & TOUCHE
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text: UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549
  
                                       FORM 8-K
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported)  October 6, 1994
                                                   --------------------
  
                         Rodman & Renshaw Capital Group, Inc.
  - - - ---------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)
  
  Delaware                           33-4649           36-3111956
  - - - ---------------------------------------------------------------------
  (State or Other                    (Commission       (IRS Employer
  Jurisdiction of                    File Number)      Identification
  Incorporation)                                       Number)
  
  120 South LaSalle Street, Chicago, Illinois                60603
  - - - ---------------------------------------------------------------------
  (Address of principal executive offices)                   (Zip Code)
  
  Registrant's telephone number, including area code (312) 977-7864
                                                     ------------------
  
                                          N/A
  - - - ---------------------------------------------------------------------
         (Former name or former address, if changed since last report)
  Item 4.     Changes in Registrant's Certifying Accountant
  
              On October 6, 1994, the Registrant, upon the recommendation
  of the Audit Committee of its Board of Directors, dismissed Deloitte &
  Touche and appointed Coopers & Lybrand as the Registrant's certifying
  accountant.
  
              During the two fiscal years ended June 24, 1994 and
  June 25, 1993, and during the interim period from June 24, 1994,
  through October 6, 1994, the Registrant had no disagreements with
  Deloitte & Touche on any matter of accounting principles or practices,
  financial statement disclosure or auditing scope or procedure. 
  Further, during the two fiscal years ended June 24, 1994 and June 25,
  1993, and during the interim period from June 25, 1994, through
  October 6, 1994, neither the Registrant nor anyone on the Registrant's
  behalf consulted Coopers & Lybrand regarding either the application of
  accounting principles to a specified transaction or the type of audit
  opinion that might be rendered on the Registrant's financial
  statements.
  
  Item 7.     Financial Statements and Exhibits
  
              (c)   Exhibits
  
                    (16) Deloitte & Touche letter regarding Registrant's
                         response to Item 304(a).
  
                                       SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934,
  Registrant has duly caused this report to be signed on its behalf by
  the undersigned here unto duly authorized.
  
  RODMAN & RENSHAW CAPITAL GROUP, INC.
  
  By:                                      
     John T. Hague,
     Executive Vice President and
     Chief Financial Officer
  EXHIBIT 16
  
  October 7, 1994
  
  Securities and Exchange Commission
  Mail Stop 9-5
  450 5th Street, N.W.
  Washington, D.C.  20549
  
  Dear Sirs/Madams:
  
  We have read and agree with the comments in Item 4 of Form 8-K of
  Rodman & Renshaw Capital Group, Inc., dated October 6, 1994.
  
  Yours truly,
  
  DELOITTE & TOUCHE