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)    June 24, 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) 977-7270         
  N/A
  (Former name or former address, if changed since last report)
  <PAGE>
  
  
  Item 5. Other Events
  
  Effective June 24, 1994, the Registrant entered into a Stock Purchase Agreement
  with Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero ("Abaco"), the
  Registrant's controlling stockholder, under which the Registrant issued 150
  shares of Series A Non-Voting Convertible Preferred Stock, $.09 par value
  per share (the "Preferred Stock"), to Abaco in a private placement.  Abaco
  purchased the Preferred Stock at a price of $100,000 per share for an
  aggregate purchase price of $15,000,000.  Under the terms of the Stock
  Purchase Agreement, each outstanding share of the Preferred Stock will be
  converted automatically into shares of Common Stock of the Registrant upon 
  approval of the conversion by the stockholders of the Registrant.  The 
  Registrant intends to hold a special meeting of its stockholders on November 17,
  1994, at which it will present a proposal to the stockholders to approve the
  conversion.
  
  The Registrant and Abaco agreed in a letter agreement executed simultaneously
  with the Stock Purchase Agreement that the conversion ratio for the Preferred
  Stock would be based upon a conversion price to be fixed by the Board of 
  Directors of the Registrant following receipt of an analysis of the fair
  market value of the Common Stock to be prepared by a recognized public 
  accounting firm.  On August 31, 1994, the Board of Directors of the Registrant
  fixed the conversion price at $7.25 per share of Common Stock.  Therefore, upon 
  stockholder approval of the conversion, the 150 shares of Preferred Stock held
  by Abaco will automatically convert into 2,068,965 shares of Common Stock of
  the Registrant
  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
  hereunto duly authorized.
  RODMAN & RENSHAW CAPITAL GROUP, INC.
  By:/James D. Van De Graaff/
  Executive Vice President, General Counsel and Secretary
  Date: September 8, 1994
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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": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09143", "film-number": "94549168"}, "business-address": {"street1": "120 S LASALLE ST 9TH FLR", "city": "CHICAGO", "state": "IL", "zip": "60603", "phone": "3129777270"}, "mail-address": {"street1": "120 SOUTH LASALLE ST", "street2": "120 SOUTH LASALLE ST", "city": "CHICAGO", "state": "IL", "zip": "60603"}}
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)    June 24, 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) 977-7270         
  N/A
  (Former name or former address, if changed since last report)
  Item 5. Other Events
  
  Effective June 24, 1994, the Registrant entered into a Stock Purchase Agreement
  with Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero ("Abaco"), the
  Registrant's controlling stockholder, under which the Registrant issued 150
  shares of Series A Non-Voting Convertible Preferred Stock, $.09 par value
  per share (the "Preferred Stock"), to Abaco in a private placement.  Abaco
  purchased the Preferred Stock at a price of $100,000 per share for an
  aggregate purchase price of $15,000,000.  Under the terms of the Stock
  Purchase Agreement, each outstanding share of the Preferred Stock will be
  converted automatically into shares of Common Stock of the Registrant upon 
  approval of the conversion by the stockholders of the Registrant.  The 
  Registrant intends to hold a special meeting of its stockholders on November 17,
  1994, at which it will present a proposal to the stockholders to approve the
  conversion.
  
  The Registrant and Abaco agreed in a letter agreement executed simultaneously
  with the Stock Purchase Agreement that the conversion ratio for the Preferred
  Stock would be based upon a conversion price to be fixed by the Board of 
  Directors of the Registrant following receipt of an analysis of the fair
  market value of the Common Stock to be prepared by a recognized public 
  accounting firm.  On August 31, 1994, the Board of Directors of the Registrant
  fixed the conversion price at $7.25 per share of Common Stock.  Therefore, upon 
  stockholder approval of the conversion, the 150 shares of Preferred Stock held
  by Abaco will automatically convert into 2,068,965 shares of Common Stock of
  the Registrant
  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
  hereunto duly authorized.
  RODMAN & RENSHAW CAPITAL GROUP, INC.
  By:/James D. Van De Graaff/
  Executive Vice President, General Counsel and Secretary
  Date: September 8, 1994