December 9, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

                  RE:      The Sherwood Group, Inc.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

         On behalf of our client  The  Sherwood  Group,  Inc.  (the  "Company"),
simultaneously  herewith,  we are filing pursuant to the Securities Act of 1933,
as amended, and the rules and regulations thereunder, the Company's Registration
Statement  on  Form  S-8  (the  "Registration  Statement"),  including  exhibits
thereto.

         The Company, by wire transfer in the amount of $1,606.82,  has paid the
applicable registration fee in connection with the Registration Statement.

         If you have any questions concerning the with respect to this filing or
require any further information, please call the undersigned at (973) 596-4637.

                                                     Very truly yours,

                                                     /s/  Frank E. Lawatsch, Jr.

                                                     Frank E. Lawatsch, Jr.

cc:      Laura Singer, Esq.


(..continued)





                                                       - 2 -
                                                                              
                     As filed with the  Securities  and Exchange  Commission  on
December 9, 1997.
                                                                              
=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                  --------------

                            THE SHERWOOD GROUP, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                   22-2394480
(State or other jurisdiction               (I.R.S. Employer Identification No.)
 of incorporation or organization)

10 Exchange Place Centre, Jersey City, New Jersey                      07032
(Address of principal executive offices)                            (Zip Code)

                 The Sherwood Group, Inc. 1995 Stock Option Plan
                            (Full title of the plan)

        Mr. Dennis Marino, Executive Vice President and Chief Administrative
                       Officer, The Sherwood Group, Inc.,
             10 Exchange Place Centre, Jersey City, New Jersey 07032
                     (Name and address of agent for service)

                                     (201) 946-2200
                 (Telephone number, including area code, of agent for service)

                                    Copy to:
                          Frank E. Lawatsch, Jr., Esq.
                 Crummy, Del Deo, Dolan, Griffinger & Vecchione
                              One Riverfront Plaza
                          Newark, New Jersey 07102-5497
                                                  (201) 596-4500

                         Calculation of Registration Fee
<TABLE>
<CAPTION>

----------------------------------------- ---------------- -------------------- ----------------- -------------------
                                                                Proposed            Proposed
          Title of Each Class                 Amount        Maximum Offering        Maximum           Amount of
             of Securities                     To Be              Price            Aggregate         Registration
            to be Registered               Registered(1)      Per Share(2)          Offering            Fee(2)
                                                                                    Price(2)
----------------------------------------- ---------------- -------------------- ----------------- -------------------
----------------------------------------- ---------------- -------------------- ----------------- -------------------
<S>                                           <C>                <C>               <C>                <C>                  
Common Stock, par value $.01 per share        420,000            $12.625           $5,302,500         $1,606.82
----------------------------------------- ---------------- -------------------- ----------------- -------------------
<FN>

         (1)  Pursuant  to Rule  416(c)  under the  Securities  Act of 1933,  as
amended,  this  registration  statement also covers  additional shares of Common
Stock pursuant to the anti-dilution provisions of the Plan.
</FN>
<FN>

         (2) Estimated  solely for the purposes of calculating the  registration
fee and based on the  average  of the last sale  price for the  Common  Stock as
quoted on the New York Stock Exchange on December 3, 1997.
</FN>
</TABLE>


<PAGE>




                                                       - 5 -
                                     PART I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously filed by the Sherwood Group,  Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
are incorporated by reference in this Registration Statement:

                  (1) The  Company's  Annual  Report on Form 10-K for the fiscal
year ended May 31, 1997;

                  (2)  The  Company's  Quarterly  Report  on Form  10-Q  for the
quarter ended August 31, 1997;

                  (3) The Company's  definitive  Proxy Statement dated September
                  2, 1997 for its Annual Meeting of Stockholders;

                  (4) The Company's  definitive  Proxy  Statement dated November
                  12, 1997 for a Special Meeting of Stockholders;

                  (5) The description of the Company's  common stock,  par value
                  $.01  per  share  (the  "Common  Stock"),   contained  in  the
                  Company's Registration Statement filed on Form S-1 (File No.
                  33-12904) as filed under the Securities Act of 1933, as 
                  amended, including any amendment or report filed for the
                  purpose of updating such description; and

                  (6) All documents  subsequently  filed by the Company pursuant
                  to  Sections  13(a),  13(c),  14 and  15(d) of the  Securities
                  Exchange Act of 1934,  prior to the filing of a post-effective
                  amendment  which  indicates that all  securities  offered have
                  been sold or which  deregisters  all  securities  offered have
                  been sold or which  deregisters  all securities then remaining
                  unsold,  shall be deemed to be  incorporated  by  reference in
                  this  Registration  Statement and to be a part hereof from the
                  respective  date of filing of such  documents.  Any  statement
                  contained in a document  incorporated  by reference  herein is
                  modified or  superseded  for all purposes to the extent that a
                  statement  contained in this Registration  Statement or in any
                  other  subsequently  filed document which is  incorporated  by
                  reference modifies or replaces such statement.

Item 4.  Description of Securities

         Not applicable.

Item 5  Interests of Named Experts and Counsel

         Ralph N. Del Deo is a senior  partner  in the law firm of  Crummy,  Del
Deo, Dolan,  Griffinger & Vecchione,  P.C. which performs legal services for the
Company and is a director of the Company.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides  for the  indemnification  of  officers  and  directors  under  certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

         Section  102(b)  of the  Delaware  General  Corporation  Law  permits a
corporation,  by so providing in its certificate of incorporation,  to eliminate
or limit  director's  liability  to the  corporation  and its  stockholders  for
monetary  damages  arising out of certain  alleged  breaches of their  fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's  liability with respect to any of the  following:  (i) breaches the
director's duty of loyalty to the corporation or its stockholders;  (ii) acts or
loyalty to the corporation or its stockholders;  (ii) acts or omissions not made
in good faith or which involve  intentional  misconduct of knowing violations of
law;  (iii)  liability for dividends  paid or stock  repurchased  or redeemed in
violation of the Delaware General  Corporation Law; or (iv) any transaction from
which the director derived an improper personal benefit.  Section 102(b)(7) does
not  authorize  any  limitation  on  the  ability  of  the  corporation  or  its
stockholders  to  obtain  injunctive  relief,   specific  performance  or  other
equitable relief against directors.

         Article  7 of the  Company's  Restated  Certificate  of  Incorporation,
provides that no director  shall be  personally  liable to the Company or any of
its stockholders for monetary damages for breach of his or her fiduciary duty as
a director except to the extent such  elimination or limitation is prohibited by
the Delaware General  Corporation  Law. In addition,  Article 7 of the Company's
Restated Certificate of Incorporation  provides in substance that to the fullest
extent permitted by Delaware law, each director and officer shall be indemnified
by the Company against reasonable costs and expenses,  including attorneys fees,
and any  liabilities  which he or she may incur in connection with any action to
which  he or she may be made a  party  by  reason  of his or her  having  been a
director  or  officer  of  the  Company.  The  indemnification  provided  by the
Company's  Restated  Certificate  of  Incorporation  and  By-laws  is not deemed
exclusive of or in any way to limit any other rights to which any person seeking
indemnification may be entitled.

         The  Company  has  entered  into  Indemnification  Agreements  with the
directors and  executive  officers of the Company (the  "Officers")  whereby the
Company has agreed to  indemnify  and hold  harmless the Officers to the fullest
extent permitted by the provisions of the Delaware General  Corporation Law, and
pay any and all  expenses,  fines,  costs,  and  judgments  or awards  which the
Officers may incur in connection with their service as officers of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits
<TABLE>
<CAPTION>

Exhibit No.                                                               Description
<S>                                         <C>                                            
4.1                                         The Sherwood Group, Inc. 1995 Stock Option Plan, as amended (the "Plan")

4.2                                         The Company's Restated Certificate of Incorporation, as amended, in
                                            effect as of the date of this Registration Statement
4.3                                         Amendment to the Company's Restated Certificate of Incorporation
                                            approved by the Company's Stockholders on October 21, 1997
4.4                                         By-laws of the Company, as amended
5                                           Opinion of Crummy, Del Deo, Dolan, Griffinger & Vecchione.
23.1                                        Consent of KPMG Peat Marwick LLP
23.2                                        Consent of Crummy, Del Deo, Dolan, Griffinger & Vecchione (included in
                                            Exhibit 5)
24.1                                        Powers of Attorney (included on Page 6 of this Registration Statement)

</TABLE>

Item 9.  Undertakings.

         The Company hereby undertakes:

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

                  (i)      To include any prospectus required by section 10(a)
(3) of the Securities Act of 1933, as amended;

                  (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,  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  (1)(i) and (1)(ii)  above do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports filed with the Commission
by the  Company  pursuant  to  Section  13 or  Section  15(d) of the  Securities
Exchange Act of 1934,  as amended,  that are  incorporated  by reference in this
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, as amended, 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.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended,  (and where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934,  as  amended)  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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing procedures,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933, as amended,  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 of 1933, as amended,  and will be governed by the final adjudication of such
issue.



<PAGE>




                                                       - 7 -
                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Jersey City,  State of New Jersey,  on this 5th
day of December, 1997.

                                               THE SHERWOOD GROUP, INC.



                                               By: /s/  Dennis Marino
                                                   Dennis Marino,
                                                   Executive Vice President and
                                                   Chief Administrative Officer

         Each person whose individual  signature appears below hereby authorizes
each of or  either  of  Arthur  Kontos  and  Dennis  Marino  and  each of  them,
individually,  as his  true  and  lawful  attorney-in-fact  with  full  power of
substitution  to execute in the name and on behalf of each person,  individually
and in each capacity  stated below,  and to file, any and all amendments to this
Registration Statement, including any and all post-effective amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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/  Arthur Kontos             Director and Chief Executive Officer   December 5, 1997
------------------------------------
Arthur Kontos

         /s/ James H. Lynch, Jr.        Chairman of the Board                  December 5, 1997
------------------------------------
James H. Lynch, Jr.

         /s/  Dennis Marino             Director                               December 5, 1997
------------------------------------
Dennis Marino

         /s/  Richard J. Marino         Director                               December 5, 1997
------------------------------------
Richard J. Marino

         /s/  Thomas Neumann            Director                               December 5, 1997
------------------------------------
Thomas Neumann

         /s/  Ralph N. Del Deo          Director                               December 5, 1997
------------------------------------
Ralph N. Del Deo


<PAGE>



         /s/ John Duffy                 Director                               December 5, 1997
------------------------------------
John P. Duffy

         /s/  Carl H. Hewitt            Director                               December 5, 1997
------------------------------------
Carl H. Hewitt

         /s/ Stephen J. DiLascio        Director                               December 5, 1997
------------------------------------
Stephen J. DiLascio

         /s/  Denise Isaac             Chief Financial Officer and             December 5, 1997
------------------------------------   Principal Accounting Officer
Denise Isaac                            


</TABLE>

<PAGE>



                                                                    Exhibit 4.1
                            THE SHERWOOD GROUP, INC.

                             1995 STOCK OPTION PLAN

SECTION 1.  PURPOSE

         The purpose of The Sherwood Group,  Inc. Stock Option Plan (the "Plan")
is to provide an  additional  incentive to employees,  independent  contractors,
agents and  consultants  of The Sherwood  Group,  Inc. (the  "Company")  and its
subsidiaries,  to  aid  in  attracting  and  retaining  employees,   independent
contractors,  agents and consultants,  and to closely align their interests with
those of shareholders.

SECTION 2.  DEFINITIONS

         Unless the context clearly  indicates  otherwise,  the following terms,
when used in this Plan, shall have the meanings set forth in this Section 2.

         (a)      "Board" shall mean the Board of Directors of the Company.

         (b) "Change in  Control".  A change in control of the Company  shall be
deemed to have occurred if, over the initial  opposition  of the  then-incumbent
Board (whether or not such Board ultimately acquiesces therein),  (i) any person
or group of persons shall acquire, directly or indirectly,  stock of the Company
having  at  least  25%  of  the   combined   voting   power  of  the   Company's
then-outstanding  securities,  or (ii) any  shareholder or group of shareholders
shall elect a majority of the members of the Board in each case after January 1,
1995 (except  persons or entities  which as of January 1, 1995 are identified as
holders  of 5% or more  beneficial  owners of the  Company's  securities  in the
Company's filings under the Exchange Act).

         (c) "Code" shall mean the  Internal  Revenue Code of 1986 and the rules
and regulations thereunder, as it or they may be amended from time to time.

         (d) "Committee"  shall mean the Compensation  Committee of the Board or
such other  committee as may be  designated by the Board.  The  Committee  shall
consist of two or more  members of the Board who are  Non-Employee  Directors as
such term is defined in Rule 16b-3 of the Exchange Act.

         (e) "Date of  Exercise"  shall  mean the  earlier  of the date on which
written  notice of exercise,  together  with payment in full, is received at the
office of the  Secretary  of the  Company or the date on which  such  notice and
payment are mailed to the  Secretary of the Company at its  principal  office by
certified or registered mail.

         (f) "Employee" shall mean any employee or any officer of the Company or
any of its Subsidiaries,  or any other person, who is an independent contractor,
agent or consultant of the Company or any of its Subsidiaries, and excluding any
director of the Company who is not otherwise an employee of the Company. For the
purposes of any provision of this Plan relating to Incentive Stock Options,  the
term  "Employee"  shall be limited to mean any employee (as that term is defined
under  Code  Section   3401(c))  or  officer  of  the  Company  or  any  of  its
Subsidiaries,  but not any person who is merely an independent contractor, agent
or consultant of the Company or any of its subsidiaries.

         (g) "Exchange  Act" shall mean the Securities and Exchange Act of 1934,
as amended.

         (h) "Fair Market  Value" shall mean for any day the mean of the highest
and lowest  selling  prices of the Stock as reported on the  Composite  Tape for
securities traded on the New York Stock Exchange.

         (i) "Grantee" shall mean an Employee granted a Stock Option.

         (j)  "Granting  Date"  shall  mean  the  date on  which  the  Committee
authorizes  the issuance of a Stock  Option for a specified  number of shares of
Stock to a specified Employee.

         (k)  "Incentive  Stock Option" shall mean a Stock Option  granted under
the Plan which is properly  qualified under the provisions of Section 422 of the
Code.

         (l)  "Nonqualified  Stock  Option"  shall mean a Stock  Option  granted
within the Plan which is not an Incentive  Stock  Option or otherwise  qualified
under similar tax provisions.

         (m)  "Progressive  Stock  Options"  shall mean either  Incentive  Stock
Options or Nonqualified  Stock Options granted  pursuant to Section 5(j) of this
Plan.

         (n) "Stock" shall mean the Common  Stock,  as par value $.01 per share,
of the Company.

         (o) "Stock  Appreciation  Right" shall mean a right granted pursuant to
the Plan to receive Stock, cash, or a combination thereof, upon the surrender of
the right to  purchase  all or part of the  shares of Stock  covered  by a Stock
Option.

         (p) "Stock Option" shall mean an Incentive Stock Option or Nonqualified
Stock Option granted pursuant to the Plan to purchase shares of Stock.

         (q)  "Subsidiary"  shall mean any subsidiary  corporation as defined in
Section 424 of the Code.

SECTION 3.  SHARES OF STOCK SUBJECT TO THE PLAN

         Subject to adjustment  pursuant to Section 9, 1,187,200 shares of Stock
shall be  reserved  for  issuance  upon the  exercise of Stock  Options  granted
pursuant to this Plan.  Shares  delivered  under the Plan may be authorized  and
unissued  shares or issued  shares held by the Company in its  treasury.  If any
Stock Options expire or terminate  without having been exercised,  the shares of
Stock covered by such Stock Option shall become available again for the grant of
Stock Options  hereunder.  Similarly,  if any Stock Options are  surrendered for
cash  pursuant to the  provisions  of Section 7, the shares of Stock  covered by
such Stock  Options  shall also  become  available  again for the grant of Stock
Options  hereunder.  Shares of Stock  covered by Stock Options  surrendered  for
Stock pursuant to Section 7, however,  shall not become  available again for the
grant of Stock Options hereunder.

SECTION 4.  ADMINISTRATION OF THE PLAN

         (a) The Plan shall be  administered  by the  Committee.  Subject to the
express  provisions of the Plan, the Committee shall have authority to interpret
the Plan, to prescribe,  amend and rescind rules and regulations relating to it,
to determine the terms and  provisions of Stock Option  grants,  and to make all
other determinations necessary or advisable for the administration of the Plan.

         (b) It is intended that the Plan and any transaction hereunder meet all
of the  requirements  of Rule 16b-3  promulgated  by the Securities and Exchange
Commission,  as such rule is  currently  in effect or as  hereafter  modified or
amended,  and all other  applicable  laws.  If any  provision of the Plan or any
transaction  would disqualify the Plan or such  transaction  under, or would not
comply with, Rule 16b-3 or other  applicable laws, such provision or transaction
shall be  construed  or deemed  amended  to  conform to Rule 16b-3 or such other
applicable  laws or otherwise  shall be deemed to be null and void, in each case
to the extent permitted by law and deemed advisable by the Committee.

         (c) Any  controversy  or claim  arising  out of or related to this Plan
shall be determined unilaterally by and at the sole discretion of the Committee.

SECTION 5.  GRANTING OF STOCK OPTIONS

         (a) Only Employees shall be eligible to receive Stock Options under the
Plan.  Directors of the Company who are not also employees of the Company or one
of its Subsidiaries shall not be eligible for Stock Options.

         (b) The  option  price of each share of Stock  subject to an  Incentive
Stock  Option  shall be at least 100% of the Fair Market Value of a share of the
Stock on the Granting Date.

         (c) The option price of each share of Stock  subject to a  Nonqualified
Stock  Option  shall be 100% of the Fair Market Value of a share of the Stock on
the Granting Date, or such other price either greater than or less than the Fair
Market  Value  (but in no event  less  than the par  value of the  Stock) as the
Committee  shall  determine  appropriate  to the purposes of the Plan and to the
Company's total compensation program.

         (d) The Committee shall determine and designate from time to time those
Employees who are to be granted Stock Options and whether the  particular  Stock
Options are to be Incentive  Stock Options or  Nonqualified  Stock Options,  and
shall  also  specify  the number of shares  covered by and the option  price per
share of each Stock  Option.  Each Stock Option  granted under the Plan shall be
clearly  identified  as to its  status  as a  Nonqualified  Stock  Option  or an
Incentive Stock Option.

         (e) The aggregate  Fair Market Value  (determined at the time the Stock
Option is granted) of the Stock with respect to which  Incentive  Stock  Options
are  exercisable  for the first time by any individual  during any calendar year
(under all plans of the  individual's  employer  corporation  and its parent and
subsidiary corporations) shall not exceed $100,000.

         (f) A Stock Option shall be  exercisable  during such period or periods
and in such  installments  as shall be  fixed by the  Committee  at the time the
Stock Option is granted or in any amendment thereto; but each Stock Option shall
expire not later than ten years from the Granting Date.

         (g) The Committee  shall have the authority to grant both  transferable
Stock  Options  and  nontransferable  Stock  Options,  and to amend  outstanding
nontransferable   Stock   Options   to   provide   for   transferability.   Each
nontransferable  Stock Option  intended to qualify under Rule 16b-3 or otherwise
shall provide by its terms that it is not transferable otherwise than by will or
the laws of descent and  distribution  and is exercisable,  during the Grantee's
lifetime,  only by the Grantee.  Each transferable  Stock Option may provide for
such  limitations on  transferability  and  exercisability  as the Committee may
designate  at the time a Stock  Option is  granted  or is  otherwise  amended to
provide for transferability.

         (h) Stock  Options  may be granted to an  Employee  who has  previously
received  Stock  Options or other  options  whether such prior Stock  Options or
other  options  are  still  outstanding,   have  previously  been  exercised  or
surrendered in whole or in part, or are canceled in connection with the issuance
of new Stock Options.

         (i) Subject to adjustment  pursuant to Section 9, the aggregate  number
of shares of Stock  subject to Stock  Options  granted to an Employee  under the
Plan during any calendar year shall not exceed 300,000 shares.

         (j) Without in any way limiting the  authority of the Committee to make
grants of Stock  Options  under the Plan,  and in order to induce  Employees  to
retain  ownership of Stock,  the Committee shall have the authority (but not the
obligation)  to  include  within  any  agreement  reflecting  a Stock  Option  a
provision  entitling  the Grantee of such Stock Option to a further Stock Option
(a  "Progressive  Stock  Option")  in  the  event  the  Grantee  exercises  such
Nonqualified  Stock Option evidenced by such agreement,  in whole or in part, by
surrendering  other shares of Stock in  accordance  with this Plan and the terms
and conditions of such agreement. Any such Progressive Stock Option shall be for
a number of shares of Stock  equal to the number of  surrendered  shares,  shall
become  exerciseable  no sooner than six months after the  Granting  Date of the
Stock Option or such longer period as the Committee may establish, shall have an
option  price per share equal to one hundred  percent  (100%) of the Fair Market
Value of a share of Stock on the Granting Date of the Progressive  Stock Option,
and shall be subject to such other terms and  conditions  as the  Committee  may
determine.

         (k)  Notwithstanding  the  foregoing,  the option price of an Incentive
Stock  Option in the case of a Grantee  who owns  more than ten  percent  of the
total combined voting power of all classes of stock of the Company or any of its
Subsidiaries,  will not be less than one-hundred-ten  percent (110%) of the Fair
Market  Value  of the  Stock  at the  Granting  Date  and in the  case of such a
Grantee,  the  Incentive  Stock  Option may be exercised no more than five years
after the Granting Date.

SECTION 6.  EXERCISE OF STOCK OPTIONS

         (a) Except as provided in Section 8, no Stock  Option may be  exercised
at any time unless the  Grantee is an  Employee on the Date of Exercise  and, in
the case of holders of  Incentive  Stock  Options,  has been an  Employee at all
times during the period  beginning on the Granting  Date and ending on the day 3
months before the date of such exercise.

         (b) The  Grantee  shall  pay the  option  price  in full on the Date of
Exercise of a Stock Option in cash,  by check,  or by delivery of full shares of
Stock of the Company,  duly endorsed for transfer to the Company with  signature
guaranteed,  or by any combination  thereof.  Stock will be accepted at its Fair
Market Value on the Date of Exercise.

         (c) Subject to the approval of the Committee, or of such person to whom
the Committee may delegate such authority ("its designee"), the Company may loan
to the  Grantee a sum  equal to an amount  which is not in excess of 100% of the
purchase  price of the shares of Stock acquired upon exercise of a Stock Option,
such loan to be evidenced by the  execution  and delivery of a promissory  note.
Interest  shall be paid on the  unpaid  balance of the  promissory  note at such
times and at such rate as shall be  determined by the Committee or its designee.
Such  promissory note shall be secured by the pledge to the Company of shares of
Stock having an  aggregate  purchase  price on the date of purchase  equal to or
greater than the amount of such note. A Grantee  shall have,  as to such pledged
shares of Stock, all rights of ownership including the right to vote such shares
of Stock and to receive  dividends paid on such shares of Stock,  subject to the
security interest of the Company.  Such shares of Stock shall not be released by
the Company from the pledge unless the proportionate  amount of the note secured
thereby has been repaid to the Company;  provided,  however that shares of Stock
subject to a pledge may be used to pay all or part of the purchase  price of any
other option  granted  hereunder or under any other stock  incentive plan of the
Company under the terms of which the purchase  price of an option may be paid by
the  surrender of shares of Stock,  subject to the terms and  conditions of this
Plan  relating to the  surrender  of shares of Stock in payment of the  exercise
price of an option.  In such event, that number of the newly purchased shares of
Stock  equal to the  shares of Stock  previously  pledged  shall be  immediately
pledged as substitute  security for the pre-existing  debt of the Grantee to the
Company,  and thereupon  shall be subject to the provisions  hereof  relating to
pledged shares of Stock.  All notes executed  hereunder shall be payable at such
times  and in such  amounts  and  shall  contain  such  other  terms as shall be
specified by the  Committee  or its designee or stated in the option  agreement;
provided,  however,  that such terms shall conform to requirements  contained in
any applicable regulations which are issued by any governmental authority.

SECTION 7.  STOCK APPRECIATION RIGHTS

         (a) The Committee may grant to any Employee,  Stock Appreciation Rights
in connection with any Stock Option. Stock Appreciation Rights may be granted at
the time the related Stock Option is granted or at any time thereafter up to six
months prior to the expiration of the related Stock Option.

         (b) Stock Appreciation Rights shall be exercisable at such times and to
the extent that the related  Stock Option shall be  exercisable  and only to the
extent the Stock Appreciation  Right has a positive value,  unless the Committee
specifies a more restrictive period.

         (c) Upon the exercise of a Stock Appreciation  Right, the Grantee shall
surrender the related Stock Option or a portion thereof and shall be entitled to
receive  payment of an amount  determined by multiplying the number of shares as
to which the Stock Option rights are  surrendered by the difference  obtained by
subtracting  the exercise  price per share of the related  Stock Option from the
Fair  Market  Value of a share of Stock  on the Date of  Exercise  of the  Stock
Appreciation Right.

         (d) Payment of the amount  determined  under Section 7(c) shall be made
in Stock,  in cash, or partly in cash and partly in Stock as the Committee shall
determine in its sole discretion.

         (e)  Except as  provided  in Section  10(b),  the  exercise  of a Stock
Appreciation  Right for cash may be made only during the period beginning on the
third  business day following the release of quarterly or annual  financial data
and ending on the twelfth business day following such date.

SECTION 8.  TERMINATION OF EMPLOYMENT

         Except as  otherwise  provided by the  Committee  at the time the Stock
Option  is  granted  or any  amendment  thereto,  if a  Grantee  ceases to be an
Employee then:

         (a) if termination  of employment is voluntary or  involuntary  without
cause,  the Grantee may exercise  each Stock  Option held by the Grantee  within
three months after such  termination  (but not after the expiration  date of the
Stock Option) to the extent of the number of shares  subject to the Stock Option
which are purchasable pursuant to its terms at the date of termination;

         (b) if termination is for cause,  all Stock Options held by the Grantee
shall be canceled as of the date of termination;

         (c) subject to the provisions of Section 8(d), if termination is (i) by
reason of  retirement  at a time when the  Grantee is  entitled  to the  current
receipt of benefits under any retirement  plan  maintained by the Company or any
Subsidiary,  or (ii) by reason of  disability,  each  Stock  Option  held by the
Grantee  may be  exercised  by the  Grantee  at any  time  (but  not  after  the
expiration date of the Stock Option) (within one year of termination in the case
of Incentive Stock Options) to the extent of the number of shares subject to the
Stock  Option  which  were  purchasable  pursuant  to its  terms  at the date of
termination;

         (d) if termination is by reason of the death of the Grantee,  or if the
Grantee dies after retirement or disability as referred to in Section 8(c), each
Stock Option held by the Grantee may be exercised by the Grantee's estate, or by
any person who  acquires the right to exercise the Stock Option by reason of the
Grantee's death, at any time within a period of three years after death (but not
after the expiration date of the Stock Option) to the extent of the total number
of shares  subject to the Stock  Option which were  purchasable  pursuant to its
terms at the date of termination; or

         (e) if the  Grantee  should die within  three  months  after  voluntary
termination  of  employment  or  involuntary   termination   without  cause,  as
contemplated  in Section  8(a),  each Stock  Option  held by the  Grantee may be
exercised by the  Grantee's  estate,  or by any person who acquires the right to
exercise by reason of the  Grantee's  death,  at any time within a period of one
year after death (but not after the expiration  date of the Stock Option) to the
extent  of  the  number  of  shares  subject  to the  Stock  Option  which  were
purchasable pursuant to its terms at the date of termination.

SECTION 9.  ADJUSTMENTS

         In  the   event   of   any   merger,   consolidation,   reorganization,
recapitalization,  stock dividend,  stock split or other change in the corporate
structure or capitalization  affecting the Stock,  there shall be an appropriate
adjustment  made by the  Board  in the  number  and kind of  shares  that may be
granted in the aggregate and to individual  Employees under the Plan, the number
and  kind  of  shares  subject  to  each  outstanding  Stock  Option  and  Stock
Appreciation Right and the option prices.

SECTION 10.  TENDER OFFER; CHANGE IN CONTROL

         (a) A Stock Option shall become  immediately  exercisable to the extent
of the total number of shares  subject to the Stock Option in the event of (i) a
tender  offer by a person or persons  other than the Company for all or any part
of the outstanding  Stock if, upon  consummation of the purchases  contemplated,
the offeror or offerors would own,  beneficially  or of record,  an aggregate of
more  than 25% of the  outstanding  Stock,  or (ii) a Change in  Control  of the
Company.

         (b) The  Committee  may authorize the payment of cash upon the exercise
of a Stock Appreciation Right during a period (i) beginning on the date on which
a tender offer as described in (a),  above,  is first published or sent or given
to  holders  of Stock  and  ending  on the date  which is seven  days  after its
termination  or  expiration,  or (ii) beginning on the date on which a Change in
Control of the Company  occurs and ending on the twelfth  business day following
such date.

SECTION 11.  GENERAL PROVISIONS

         (a) Each  Stock  Option  shall be  evidenced  by a  written  instrument
containing such terms and conditions,  not  inconsistent  with this Plan, as the
Committee shall approve.

         (b) The  granting  of a Stock  Option  in any year  shall  not give the
Grantee any right to similar  grants in future years or any right to be retained
in the employ of the Company or any  Subsidiary or interfere in any way with the
right of the Company or such Subsidiary to terminate an Employee's employment at
any time.

         (c)  Notwithstanding any other provision of the Plan, the Company shall
not be required to issue or deliver any certificate or  certificates  for shares
of Stock under the Plan prior to fulfillment of all of the following conditions:

                  (i) The  listing,  or  approval  for  listing  upon  notice of
issuance, of such shares on the New York Stock Exchange;

                  (ii) Any  registration or other  qualification  of such shares
under any state or federal law or  regulation,  or the  maintaining in effect of
any such  registration  or other  qualification  which the Committee may, in its
discretion upon the advice of counsel, deem necessary or advisable; and

                  (iii) The obtaining of any other  consent,  approval or permit
from any state or federal  governmental  agency which the Committee  may, in its
discretion upon the advice of counsel, determine to be necessary or advisable.

         (d) The  Company  shall  have the right to deduct  from any  payment or
distribution  under  the Plan  any  federal,  state  or local  taxes of any kind
required by law to be  withheld  with  respect to such  payments or to take such
other action as may be necessary to satisfy all  obligations  for the payment of
such taxes. In case distributions are made in shares of Stock, the Company shall
have the right to retain  the value of  sufficient  shares of Stock to equal the
amount of tax to be withheld  for such  distributions  or require a recipient to
pay the  Company  for any such taxes  required  to be withheld on such terms and
conditions prescribed by the Committee.

         (e) No Grantee shall have any of the rights of a shareholder  by reason
of a Stock Option until it is exercised.

         (f) This Plan shall be construed  and enforced in  accordance  with the
laws of the State of Delaware  (without  regard to the  legislative  or judicial
conflict of laws rules of any state), except to the extent superseded by federal
law.

SECTION 12.  AMENDMENT AND TERMINATION

         (a) The Plan  shall  terminate  on August  1, 2005 and no Stock  Option
shall be  granted  hereunder  after  that  date,  provided  that the  Board  may
terminate the Plan at any time prior thereto.

         (b) The Board may amend the Plan at any time without  notice,  provided
however, that the Board may not, without prior approval by the shareholders, (i)
increase  the maximum  number of shares of Stock for which Stock  Options may be
granted (except as contemplated by the provisions of Section 9), (ii) materially
increase  the  benefits  accruing  to  participants  under  the  Plan  or  (iii)
materially  modify the  requirements as to eligibility for  participation in the
Plan.

         (c) No termination or amendment of the Plan may, without the consent of
a Grantee to whom a Stock Option shall theretofore have been granted,  adversely
affect the rights of such Grantee under such Stock Option.

SECTION 13.  EFFECTIVE DATE AND SHAREHOLDERS' APPROVAL

         The Plan shall  become  effective  as of August 30, 1995 subject to its
approval by the affirmative votes of the holders of a majority of the securities
of the Company  present,  or  represented,  and  entitled to vote thereon at the
Annual Meeting of Shareholders of the Company or any adjournment or postponement
thereof.



<PAGE>





                                                                    Exhibit 4.2
                RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
                                       OF
                            THE SHERWOOD GROUP, INC.

                  It is hereby certified that

                           1. The name of the Corporation is THE SHERWOOD GROUP,
                  INC. (hereinafter referred to as the "Corporation").

                           2. The address of its registered  office in the State
                  of Delaware is 229 South State  Street,  in the city of Dover,
                  County of Kent,  19901.  The name of its  registered  agent at
                  such address is Prentice Hall Corporate Services.

                           3. The  nature  of the  business  or  purposes  to be
                  conducted  or  promoted  is to  engage  in any  lawful  act or
                  activity for which  corporations  may be  organized  under the
                  General Corporation Law of Delaware.

                           4. The total number of shares of all classes of stock
                  that  the  Corporation   shall  have  authority  to  issue  is
                  51,000,000,  of which  1,000,000  shares  shall  be  Preferred
                  Stock,  par value $.01 per share,  ("Preferred  Stock") and of
                  which 50,000,000  shares shall be Common Stock, par value $.01
                  per  share   ("Common   Stock"),   and  the   voting   powers,
                  designations,   preferences   and   relative,   participating,
                  optional  or  other  special  qualifications,  limitations  or
                  restrictions thereof are set forth hereinafter:

                                    1.      Preferred Stock

                                            (a)  The  Preferred   Stock  may  be
                           issued in one or more series,  each of which shall be
                           distinctively  designated,  shall  rank  equally  and
                           shall  be  identical   in  all  respects   except  as
                           otherwise provided in subsection 1(b) of this Section
                           4.

                                            (b)  Authority  is hereby  vested in
                           the Board of Directors to issue from time to time the
                           Preferred  Stock  of any  series  and to state in the
                           resolution or resolutions  providing for the issuance
                           of shares of any series the  voting  powers,  if any,
                           designations,      preferences      and     relative,
                           participating,  optional or other special rights, and
                           the  qualifications,  limitations or  restrictions of
                           such  series  to the  full  extent  now or  hereafter
                           permitted  by the law of the  State  of  Delaware  in
                           respect  of the  matters  set forth in the  following
                           clauses (1) to (viii) inclusive;

                                                     (i)      The number of 
                           shares to constitute such series, and the distinctive
                           designations thereof;

                                                     (ii)     the voting powers,
                           full or limited, if any, of such series;

                                                     (iii)    the rate of 
                           dividends payable on shares of such
                           series,  the  conditions  on which and the times when
                           such dividends are payable, the preference to, or the
                           relation to, the payment of the dividends  payable on
                           any other class,  classes or series of stock, whether
                           cumulative or non-cumulative and, if cumulative,  the
                           date form which  dividends  on shares of such  series
                           shall be cumulative;

                                                     (iv)     the redemption 
                           price or prices, if any, and the terms and conditions
                           on which shares of such series shall be redeemable;

                                                     (v)      the requirement of
                           any sinking fund or funds to be applied to the 
                           purchase or redemption of shares of such series and,
                           if so, the amount of such fund or funds and the 
                           manner of application;

                                                     (vi)     the rights of 
                           shares of such series upon the liquidation, 
                           dissolution or winding up of, or upon any 
                           distribution of the assets of, the Corporation;

                                                     (vii)    the rights, if 
                           any, of the holders of shares of such
                           series  to  convert  such  shares  into,  or to
                           exchange such shares for,  shares of any other class,
                           classes or series of stock and the price or prices or
                           the rates of exchange  and the  adjustments  at which
                           such shares shall be convertible or exchangeable, and
                           any other terms and conditions of such  conversion or
                           exchange;

                                                     (viii)   any other 
                           preferences and relative, participating,
                           optional  or other  special  rights of shares of such
                           series,    and    qualifications,    limitations   or
                           restrictions  including,   without  limitation,   any
                           restriction on an increase in the number of shares of
                           any   series    theretofore    authorized   and   any
                           qualifications, limitations or restrictions of rights
                           or powers to which shares of any future  series shall
                           be subject.

                                            (c) The number of authorized  shares
                           of  Preferred  Stock may be increased or decreased by
                           the affirmative  vote of the holders of a majority of
                           the votes of all classes of voting  securities of the
                           Corporation  without  a class  vote of the  Preferred
                           Stock,  or any series  thereof,  except as  otherwise
                           provided in the resolution or resolutions  fixing the
                           voting rights of any series of the Preferred Stock.

                                    2.      Common Stock

                                            At every meeting of the stockholders
                           of the  Corporation (or with respect to any action by
                           written   consent   in   lieu   of   a   meeting   of
                           stockholders),  each share of Common  Stock  shall be
                           entitled to one (1) vote (whether  voted in person by
                           the holder  thereof or by proxy) on all matters which
                           may lawfully be  submitted to a vote of  stockholders
                           (except to the extent otherwise required by law).

                                            At the time at which  this  Restated
                           Certificate of Incorporation  becomes effective,  the
                           par value of each  share of Common  Stock,  par value
                           $.10 per  share,  issued and  outstanding  as at such
                           time, shall be reduced to $.01 per share.

                           5. The Corporation is to have perpetual existence.

                           6. In furtherance and not in limitation of the powers
                  conferred  by statute,  the board of  directors  is  expressly
                  authorized:

                                    To make,  alter or repeal the by-laws of the
                          corporation.

                                     To  authorize  and  cause  to  be  executed
                           mortgages  and  liens  upon  the  real  and  personal
                           property of the corporation.

                                    To set  apart out of any of the funds of the
                           corporation  available  for  dividends  a reserve  or
                           reserves  for any proper  purpose  and to abolish any
                           such reserve in the manner in which it was created.

                                    By  a  majority  of  the  whole  board,   to
                           designate one or more  committees,  each committee to
                           consist  of  two or  more  of  the  directors  of the
                           corporation.  The  board  may  designate  one or more
                           directors as alternate members of any committee,  who
                           may replace any absent or disqualified  member at any
                           meeting of the committee.  Any such committee, to the
                           extent  provided in the  resolution or in the by-laws
                           of the  corporation,  shall have and may exercise the
                           powers of the board of directors in the management of
                           the business and affairs of the  corporation  and may
                           authorize the seal of the  corporation  to be affixed
                           to  all  papers  which  may  require  it;   provided,
                           however,  the by-laws may provide that in the absence
                           or  disqualification of any member or members thereof
                           the members or members thereof present at any meeting
                           and not disqualified  from voting,  whether or not he
                           or they constitute a quorum, may unanimously  appoint
                           another  member of the board of  directors  to act at
                           the  meeting  in the  place  of any  such  absent  or
                           disqualified member.

                                    When authorized by the  affirmative  vote of
                           the  holders  of  majority  of the stock  issued  and
                           outstanding   having   voting   power   given   at  a
                           stockholders' meeting duly called upon such notice as
                           is  required by statute,  or when  authorized  by the
                           written  consent of the  holders of a majority of the
                           voting stock issued and  outstanding,  to sell, lease
                           or exchange all or substantially  all of the property
                           and  assets of the  corporation,  including  its good
                           will and its  corporate  franchises,  upon such terms
                           and conditions and for such consideration,  which may
                           consist  in whole  or in part of  money  or  property
                           including shares of stock in, and/or other securities
                           of, any other  corporation  or  corporations,  as its
                           board of directors  shall deem  expedient and for the
                           best interests of the corporation.

                           7.               (a)      No person serving as a 
                                    director of the Corporation shall be
                                    liable to the Corporation or its 
                                    shareholders for monetary damages for breach
                                    of fiduciary duty as a director, provided 
                                    that this provision shall not eliminate or 
                                    limit the liability of a director (1) for 
                                    any breach of the director's duty of loyalty
                                    to the Corporation or its stockholders, (ii)
                                    for acts or omissions not in good faith or 
                                    which involve intentional misconduct or
                                    a knowing violation of law, (iii) under 
                                    Section 174 of the Delaware General
                                    Corporation Law, or  (iv) for any 
                                    transaction from which the director derived
                                    an improper personal benefit.

                                            (b)   (i)  The   corporation   shall
                                    indemnify,  subject to the  requirements  of
                                    subsection   (iii)  of  this  Section,   any
                                    person,    or   his    heirs    and    legal
                                    representatives, who was or is a party or is
                                    threatened   to  be  made  a  party  of  any
                                    threatened,  pending  or  completed  action,
                                    suit or proceeding, whether civil, criminal,
                                    administrative or  investigative,  by reason
                                    of the  fact  that he is or was a  director,
                                    officer,   employee   or  agent  of  another
                                    corporation,   partnership,   joint  venture
                                    trust or other enterprise,  against expenses
                                    (including   attorneys'  fees),   judgments,
                                    fines  and   amounts   paid  in   settlement
                                    actually and  reasonably  incurred by him in
                                    connection   with  such   action,   suit  or
                                    proceeding  if he acted in good faith and in
                                    a manner he 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
                                    reasonable  cause to believe his conduct was
                                    unlawful; except that, as to any threatened,
                                    pending or completed action or suit by or in
                                    the   right   of   the   Corporation,   such
                                    indemnification shall be limited to expenses
                                    (including  attorneys'  fees)  actually  and
                                    reasonably  incurred in connection  with the
                                    defense or  settlement  of the case,  and in
                                    respect of any such  claim,  issue or matter
                                    as to which  such  person  shall  have  been
                                    adjudged  to be  liable  for  negligence  or
                                    misconduct in the performance of his duty to
                                    the  Corporation,  shall not be made without
                                    court approval.

                                            (ii) To the extent  that a director,
                                    officer,    employee   or   agent   of   the
                                    corporation   shall  be  successful  on  the
                                    merits  or   otherwise  in  defense  of  any
                                    action,  suit or  proceeding  referred to in
                                    subsection  (a)  of  this  Section,   or  in
                                    defense  of  any  claim,   issue  or  matter
                                    therein, the Corporation shall indemnify him
                                    against expenses (including attorneys' fees)
                                    actually and  reasonably  incurred by him in
                                    connection therewith.

                                            (iii)  Any   indemnification   under
                                    subsection  (i)  of  this  Section   (unless
                                    ordered  by a  court)  shall  be made by the
                                    Corporation   only  as   authorized  in  the
                                    specific case upon a determination  that the
                                    director, officer, employee or agent has met
                                    the applicable standard of conduct set forth
                                    in  subsection  (a) of  this  Section.  Such
                                    determination shall be made (1) by the Board
                                    of Directors by a majority  vote of a quorum
                                    consisting of directors who were not parties
                                    to such action,  suit or proceeding,  of (2)
                                    if such quorum is not  obtainable,  or, even
                                    if  obtainable,  a quorum  of  disinterested
                                    directors so directs,  by independent  legal
                                    counsel in a written opinion,  or (3) by the
                                    stockholders.

                                            (iv) The  Corporation  shall  pay in
                                    advance of the final  disposition of a civil
                                    or  criminal  action,   suit  or  proceeding
                                    expenses  incurred by a  director,  officer,
                                    employee or agent in defending  such action,
                                    suit  or  proceeding   upon  receipt  of  an
                                    undertaking by or on behalf of the director,
                                    officer,  employee  or agent  to repay  such
                                    amount if it shall  ultimately be determined
                                    that he is not entitled to be indemnified by
                                    the   Corporation   as  authorized  in  this
                                    Section.

                                            (v) The indemnification  provided by
                                    this Section shall not limit the Corporation
                                    from  providing  any  other  indemnification
                                    permitted  by law  nor  shall  it be  deemed
                                    exclusive of any other rights to which those
                                    indemnified   may  be  entitled   under  any
                                    by-law,  agreement,  vote of stockholders or
                                    disinterested  directors or otherwise,  both
                                    as to action in his official capacity and as
                                    to action in another  capacity while holding
                                    such  office,  and  shall  continue  as to a
                                    person who has  ceased to be a  director  or
                                    officer,  and shall  inure to the benefit of
                                    the heirs,  executors and  administrators of
                                    such a person.

                           8.       (a)     Except as otherwise expressly 
                  provided in paragraph c of this Section B:

                                            (i)      any merger or consolidation
                  of the Corporation of any Subsidiary (as hereinafter defined) 
                  with or into any Major Stockholder (as hereinafter defined), 
                  or

                                            (ii)     any sale, lease, exchange, 
                  mortgage, pledge, transfer or other disposition to or with any
                  Major Stockholder of all or substantially all of the assets of
                  the Corporation, or

                                            (iii)    the adoption of any plan or
                  proposal for the liquidation or dissolution of the 
                  Corporation;

                  shall require the affirmative vote ofd the holders of at least
                  eighty  percent (80%) of the votes  entitled to be cast by the
                  holders of the  outstanding  Class A Stock and Common Stock of
                  the   Corporation   voting  together  as  one  class  ("Voting
                  Shares").    Such   affirmative   vote   shall   be   required
                  notwithstanding the fact that no vote may be required, or that
                  some lesser percentage may be specified, by law or otherwise.

                                    (b) For the  purposes of this Section 8, (i)
                  "Major   Stockholder"   shall  mean  any   individual,   firm,
                  corporation  (other  than the  Corporation)  or  other  entity
                  which,  as  of  the  record  date  for  the  determination  of
                  stockholders  entitled  to notice of and to vote on any of the
                  transactions   described  in  clauses  (i)  through  (iii)  of
                  paragraph (a) of this Section 8, or  immediately  prior to the
                  consummation of any such transaction,  is the beneficial owner
                  of 10% or more of the votes  represented by the Voting Shares;
                  (ii) an individual, firm, corporation or other entity shall be
                  deemed to be the  beneficial  owner of any  Voting  Shares (x)
                  which it has the right to acquire  pursuant to any  agreement,
                  or upon  the  exercise  of  conversion  rights,  warrants,  or
                  options,  or otherwise,  or (y) which are beneficially  owned,
                  directly or indirectly  [including shares deemed owned through
                  the application of clause (a) above], by it or any "affiliate"
                  or  "associate"  (as those  terms are defined in Rule 12b-2 of
                  the General Rules and  Regulations  under the  Securities  and
                  Exchange Act of 1934) of it, or by any other individual, firm,
                  corporation  or other entity with which it or any  "affiliate"
                  or  "associate"  (as defined  above) of it has any  agreement,
                  arrangement  or  understanding  for the purpose of  acquiring,
                  holding, voting or disposing of any shares of capital stock of
                  the  Corporation;  (iii) the  outstanding  Voting Shares shall
                  include  shares  deemed  owned by a Major  Stockholder  (or an
                  individual,  firm,  corporation or other entity deemed a Major
                  Stockholder) through the application of clauses (x) and (y) of
                  clause  (ii)  above  but shall not  include  any other  Voting
                  Shares which may be issuable by the  Corporation  to any other
                  individual,  firm, corporation or other entity pursuant to any
                  agreement, or upon exercise of conversion rights, warrants, or
                  options,  or otherwise;  and (iv) "Subsidiary"  shall mean any
                  corporation  of  which a  majority  of any  class  of  "equity
                  security"  (as defined in Rule 3all-1 of the General Rules and
                  Regulations  under  the  Securities  Exchange  Act of 1934) is
                  owned, directly or indirectly, by the Corporation.

                                    (c) The  provisions  of this Section 8 shall
                  not apply to any transaction  described in clauses (i) or (ii)
                  of paragraph (a) of this Section 8 (i) if the  Corporation  is
                  then, and at all times  throughout the preceding twelve months
                  has been,  directly or indirectly,  the beneficial  owner of a
                  majority of each class of the outstanding  "equity securities"
                  (as defined above) of the Major  Stockholder  which is a party
                  to such  transaction,  (ii) if the Board of  Directors  of the
                  Corporation  shall by resolution have approved a memorandum of
                  understanding  with the Major  Stockholder which is a party to
                  such  transaction,  consistent  in  material  terms  with such
                  transaction,  prior to the time such Major  Stockholder  shall
                  have  become a  beneficial  owner of 10% or more of the  votes
                  represented by the Voting Shares, or (iii) if such transaction
                  is approved by a resolution  adopted prior to the consummation
                  of  such  transaction  by the  affirmative  vote of 70% of the
                  whole Board of Directors of the Corporation (the "whole Board"
                  being a number of directors which the  Corporation  would have
                  if there were no  vacancies),  provided that a majority of the
                  members of the Board of  Directors  voting for the approval of
                  such  transaction  were duly elected and acting members of the
                  Board of  Directors  prior to the  later of (a) the date  that
                  such Major  Stockholder first became a beneficial owner of 10%
                  or more of the votes  represented  by the Voting Shares or (b)
                  January  1,  1987 or  such  majority  were  the  designees  or
                  nominees of such members of the Board of Directors.

                                    (d)  Notwithstanding any other provisions of
                  the  Certificate  of  Incorporation  or  the  By-Laws  of  the
                  Corporation  (and  notwithstanding  the fact that some  lesser
                  percentage  may  be  specified  by  law,  the  Certificate  of
                  Incorporation  or  the  By-Laws  of  the   Corporation),   any
                  amendment,  alteration,  change or repeal of this Section 8 of
                  the Certificate of Incorporation shall require the affirmative
                  vote of the  holders of at least  eighty  percent  (80% of the
                  votes represented by the Voting Shares.

                           9. Whenever a compromise or  arrangement  is proposed
                  between  this  Corporation  and its  creditors or any class of
                  them and/or between this  Corporation and its  stockholders or
                  any class of them, any court of equitable  jurisdiction within
                  the State of Delaware may, on the application in a summary way
                  of this Corporation or any creditor or stockholder thereof, or
                  on the application o f any receiver or receivers appointed for
                  this Corporation  under the provisions of Section 291 of Title
                  8 of the Delaware  Code or on the  application  of trustees in
                  dissolution  or any receiver or receivers  appointed  for this
                  Corporation  under the provisions of Section 279 of Title 8 of
                  the Delaware Code order a meeting of the creditors or class of
                  creditors, and/or of the stockholders or class of stockholders
                  of this  Corporation,  as the case may be, to be  summoned  in
                  such manner as the said court directs. If a majority in number
                  representing  three-fourths in value of the creditors or class
                  of  creditors,   and/or  of  the   stockholders  or  class  of
                  stockholders of this Corporation, as the case may be, agree to
                  any compromise or  arrangement  and to any  reorganization  of
                  this   Corporation  as  consequence  of  such   compromise  or
                  arrangement,  the said  compromise or arrangement and the said
                  reorganization  shall, if sanctioned by the court to which the
                  said  application  has  been  made,  be  binding  on  all  the
                  creditors   or  class  of   creditors,   and/or   on  all  the
                  stockholders or class of stockholders, of this Corporation, as
                  the case may be, and also on this Corporation.

                           10.  (a)   Commending   with  the  first  meeting  of
                  shareholder at which directors are to be elected following the
                  effective date of this Restated  Certificate of Incorporation,
                  the  directors of the  Corporation  shall be  classified  with
                  respect to the time for which they shall severally hold office
                  by dividing  them into three (3) classes,  each class to be as
                  nearly equal in number as  possible,  which  classes  shall be
                  designated  as Class 1,  Class 2 and Class 3.  Subject  to the
                  provisions hereof, the number of directors in each class shall
                  from time to time be  designated  by the Board of Directors of
                  the  Corporation.  The  Class 1  directors  shall  be  elected
                  initially  for a term of one year which  term shall  expire at
                  the  first  Annual  Meeting  of  Shareholders   following  the
                  classification  of  the  Board  of  Directors,   the  Class  2
                  directors  shall be elected  initially for a term of two years
                  which term shall expire at the Annual Meeting of  Shareholders
                  following the  classification  of the Board of Directors,  and
                  the Class 3 directors shall be elected initially for a term of
                  three (3) years  which term shall  expire at the third  Annual
                  Meeting   of   Shareholders   to   be   held   following   the
                  classification  of the  Board  of  Directors.  At each  Annual
                  Meeting,  commencing  with the first Annual Meeting to be held
                  following the  classification  of the Board of Directors,  the
                  successors  to the class shall be elected to hold office for a
                  term of three years so that the term of office of one class of
                  directors shall expire each year.

                                    (b)  Notwithstanding any other provisions of
                  the  Certificate  of  Incorporation  or  the  By-Laws  of  the
                  Corporation  (and  notwithstanding  the fact that some  lesser
                  percentage  may  be  specified  by  law,  the  Certificate  of
                  Incorporation  or  the  By-Laws  of  the   Corporation),   any
                  amendment,  alteration, change or repeal of this Section 10 of
                  the Certificate of Incorporation shall require the affirmative
                  vote of the holders of at least  eighty  percent  (80%) of the
                  votes represented by the Voting Shares.

                           11.  Meeting of  stockholders  may be held  within or
                  without the State of Delaware, as the By-laws may provide. The
                  books of the Corporation may be kept (subject to any provision
                  contained  in the  statutes)  outside the State of Delaware at
                  such place or places as may be designated from time to time by
                  the Board of Directors  or in the By-laws of the  Corporation.
                  Elections of directors need not be by written  ballot,  unless
                  the By-Laws of the Corporation shall so provide.

                           12.  The  Corporation  reserves  the  right to amend,
                  alter,  change  or  repeal  any  provision  contained  in this
                  Restated  Certificate of Incorporation,  in the manner now, or
                  hereafter prescribed by statute, and all rights conferred upon
                  stockholders herein are granted subject to this reservation.



<PAGE>


                                                                    Exhibit 4.3
                            CERTIFICATE OF AMENDMENT
                                       TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            THE SHERWOOD GROUP, INC.

         The Sherwood  Group,  Inc., a corporation  organized and existing under
and by virtue of  Section  242 of the  General  Corporation  Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:

         1. By Unanimous Written Consent dated August 19, 1997, resolutions were
duly  adopted  by the Board of  Directors  of the  Corporation  setting  forth a
proposed  amendment  of  the  Restated   Certificate  of  Incorporation  of  the
Corporation filed on February 4, 1987 with the Delaware Department of State (the
"Certificate"),  declaring  said amendment to be advisable and calling a meeting
of the  stockholders of the Corporation for  consideration  thereof  pursuant to
Section 222 of the General Corporation Law of the State of Delaware.

         2. At an annual meeting of the  stockholders of the Corporation held on
October 21, 1997,  resolutions to amend the  Certificate  were proposed and duly
adopted  by a  sufficient  number  of shares  entitled  to vote as  required  by
Delaware law. The resolution setting forth the proposed amendment is as follows:

         "RESOLVED, that the Corporation's Certificate of Incorporation shall be
amended as follows:

         Article 4 is amended and restated in its entirety as follows:

                  "4.  The total  number of shares of all  classes of stock that
the Corporation shall have authority to issue is 51,000,000,  of which 1,000,000
shares shall be Preferred  Stock, par value $.01 per share  ("Preferred  Stock")
and of which  50,000,000  shares shall be Common Stock, par value $.01 per share
("Common Stock"), and the voting powers, designations, preferences and relative,
participating,   optional  or  other  special  qualifications,   limitations  or
restrictions thereof are set forth hereinafter:

         1.       Preferred Stock

                  (a) The  Preferred  Stock may be issued in one or more series,
each of which shall be distinctively designated, shall rank equally and shall be
identical in all respects  except as otherwise  provided in  subsection  1(b) of
this Section 4.

                  (b)  Authority  is hereby  vested in the Board of Directors to
issue  from time to time the  Preferred  Stock of any series and to state in the
resolution or resolutions providing for the issuance of shares of any series the
voting powers, if any,  designations,  preferences and relative,  participating,
optional  or  other  special  rights,  and the  qualifications,  limitations  or
restrictions of such series to the full extent now or hereafter permitted by the
law of the  State  of  Delaware  in  respect  of the  matters  set  forth in the
following clauses (i) to (viii) inclusive;

                           (i)      the number of shares to constitute such
         series, and the distinctive designations thereof;

                           (ii)     the voting powers, full or limited, if any, 
         of such series;

                           (iii) the rate of dividends payable on shares of such
         series,  the  conditions on which and the times when such dividends are
         payable,  the  preference  to, or the  relation  to, the payment of the
         dividends  payable  on any  other  class,  classes  or series of stock,
         whether cumulative or non-cumulative and, if cumulative,  the date from
         which dividends on shares of such series shall be cumulative;

                           (iv) the redemption price or prices,  if any, and the
         terms  and   conditions  on  which  shares  of  such  series  shall  be
         redeemable;

                           (v) the  requirement  of any sinking fund or funds to
         be applied to the purchase or  redemption of shares of such series and,
         if so, the amount of such fund or funds and the manner of application;

                           (vi) the  rights of shares  of such  series  upon the
         liquidation,  dissolution or winding up of, or upon any distribution of
         the assets of, the Corporation;

                           (vii) the rights, if any, of the holders of shares of
         such series to convert  such shares  into,  or to exchange  such shares
         for,  shares of any  other  class,  classes  or series of stock and the
         price or prices or the rates of exchange and the  adjustments  at which
         such shares shall be convertible or  exchangeable,  and any other terms
         and conditions of such conversion or exchange;

                           (viii)   any   other    preferences   and   relative,
         participating,  optional  or other  special  rights  of  shares of such
         series,  and  qualifications,  limitations or  restrictions  including,
         without  limitation,  any  restriction  on an increase in the number of
         shares of any series  theretofore  authorized  and any  qualifications,
         limitations or  restrictions of rights or powers to which shares of any
         future series shall be subject.

                  (c) The number of authorized  shares of Preferred Stock may be
increased or decreased by the  affirmative  vote of the holders of a majority of
the votes of all classes of voting securities of the Corporation without a class
vote of the Preferred Stock, or any series thereof, except as otherwise provided
in the resolution or  resolutions  fixing the voting rights of any series of the
Preferred Stock.

         2.       Common Stock
                  At every meeting of the  stockholders  of the  Corporation (or
with  respect  to any  action  by  written  consent  in  lieu  of a  meeting  of
stockholders),  each share of Common  Stock  shall be  entitled  to one (1) vote
(whether voted in person by the holder thereof or by proxy) on all matters which
may  lawfully  be  submitted  to a vote of  stockholders  (except  to the extent
otherwise required by law).


         At the time at which this Restated Certificate of Incorporation becomes
effective,  the par value of each  share of  Common  Stock,  par value  $.10 per
share,  issued and  outstanding  as at such  time,  shall be reduced to $.01 per
share."


         3.       The  following   votes  were  cast  in  connection   with  the
                  aforementioned  amendment:  10,077,542  votes in favor  46,900
                  votes against 7,725 votes abstained

         4. The amendment was duly adopted in accordance  with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.


         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed by Arthur Kontos, its President, this 21st day of October, 1997.


                                          THE SHERWOOD GROUP, INC.


                                          /s/  Arthur Kontos
                                          Arthur Kontos
                                          President and Chief Executive Officer

ATTEST:


      /s/  Laura Singer
Laura Singer, Assistant Secretary



<PAGE>



                                                                    Exhibit 4.4

                                     BY-LAWS
                                       OF
   
                      THE SHERWOOD GROUP, INC., AS AMENDED
    

                                    ARTICLE I
                                     OFFICES
         Section 1. The registered office shall be in the city of Dover,  County
         of Kent,  State of Delaware.  Section 2. The  corporation may also have
         offices at such other places both within and without the State
of Delaware as the board of  directors  may from time to time  determine  or the
business of the corporation may require.
                                   ARTICLE II
                             MEETING OF STOCKHOLDERS
         Section  1.  All  meetings  of the  stockholders  for the  election  of
directors shall be held in the City of Jersey City,  State of New Jersey,  or at
such other place as may be fixed from time to time by the board of directors, or
at such other place  either  within or without the State of Delaware as shall be
designated  from time to time by the board of directors and stated in the notice
of the meeting.  Meetings of  stockholders  for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
         Section 2. Annual  meetings of  stockholders,  commencing with the year
1969,  shall be held on the 1st day of August if not a legal  holiday,  and if a
legal  holiday,  then on the next secular day  following,  at 11 A.M. or at such
other  date and time as shall be  designated  from  time to time by the board of
directors and stated in the notice of the meeting,  at which they shall elect by
a plurality  vote a board of directors,  and transact such other business as may
properly be brought before the meeting.
         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each  stockholder  entitled to vote at
such  meeting  not less than ten nor more than fifty days before the date of the
meeting.
         Section  4. The  officer  who has  charge  of the  stock  ledger of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting is to be held,  which place be  specified  in the notice of the meeting,
or, if not so specified,  at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting  during the
whole time thereof, and may be inspected by any stockholder who is present.
         Section 5.  Special  meetings of the  stockholders,  for any purpose or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  may be  called  by the  president  and  shall be  called  by the
president  or  secretary at the request in writing of a majority of the board of
directors,  or at the  request in writing of  stockholders  owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled  to vote.  Such  request  shall  state the  purpose or  purposes of the
proposed meeting.
         Section 6. Written notice of a special meeting stating the place,  date
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called,  shall be given not less than ten nor more than  fifty  days  before the
date of the meeting, to each stockholder entitled to vote at such meeting.
         Section 7. Business  transacted at any special  meeting of stockholders
shall be limited to the purposes stated in the notice.
         Section  8.  The  holders  of  a  majority  of  the  stock  issued  and
outstanding  and entitled to vote,  present in person or  represented  by proxy,
shall  constitute  a  quorum  at  all  meetings  of  the  stockholders  for  the
transaction  of  business  except as  otherwise  provided  by  statute or by the
Certificate of Incorporation.  If, however,  such quorum shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  If the  adjournment  is for more than  thirty  days,  or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.
         Section  9.  When a quorum is  present  at any  meeting,  the vote of a
majority of the outstanding  stock having voting power shall decide any question
brought  before such  meeting,  unless the question is one upon which by express
provision  of the  statutes or of the  certificate  of  incorporation  or of any
Stockholders  Agreement  which a  different  vote is required in which case such
express provision shall govern and control the decision of such question.
         Section 10. Each stockholder shall at every meeting of the stockholders
be  entitled  to one vote in person or by proxy  for each  share of the  capital
stock having voting power held by such stockholder,  but no proxy shall be voted
on after  three  years  from its date,  unless the proxy  provides  for a longer
period.
         Section 11.  Whenever the vote of  stockholders at a meeting thereof is
required  or  permitted  to be taken  for or in  connection  with any  corporate
action,  by any provision of the statutes,  the meeting and vote of stockholders
may be dispensed with if all of the stockholders who would have been entitled to
vote upon the action if such meeting were held shall  consent in writing to such
corporate action being taken.
                                   ARTICLE III
                                    DIRECTORS
         Section 1. The board of directors shall consist of one or more members,
the number of directors to be fixed from time to time by the board of directors.
         Section 2. Vacancies and newly created directorships resulting from any
increase in the  authorized  number of directors  may be filled by the action of
the board of  directors  or the vote of the  holders  of the  outstanding  stock
having voting power.
         Section  3. The  business  of the  corporation  shall be managed by its
board of directors  which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the  certificate  of
incorporation  or by these by-laws  directed or required to be exercised or done
by its stockholders.
                                             MEETINGS OF THE BOARD OF DIRECTORS
         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
         Section 5. The first  meeting of each newly  elected board of directors
shall  be held at such  time  and  place  as  shall  be fixed by the vote of the
stockholders  at the  annual  meeting  and no  notice of such  meeting  shall be
necessary to the newly  elected  directors in order  legally to  constitute  the
meeting,  provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of  directors,  or in the event  such  meeting is not held at the time and
place so fixed by the  stockholders,  the  meeting  may be held at such time and
place as shall  be  specified  in a notice  given as  hereinafter  provided  for
special  meetings  of the  board of  directors,  or as shall be  specified  in a
written waiver signed by all of the directors.
         Section 6. Regular  meetings of the board of  directors  may be held at
such  time and at such  place as shall  from time to time be  determined  by the
board.
         Section 7. Special meetings of the board may be called by the president
on two  days'  notice  to  each  director,  either  personally  or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors.
         Section 8. At all  meetings of the board a majority of the total number
of directors  shall  constitute a quorum for the transaction of business and the
vote of a majority  of the  directors  present at a meeting at which a quorum is
present  shall be the act of the board of  directors.  If a quorum  shall not be
present at any meeting of the board of directors,  the directors present thereat
may  adjourn  the  meeting  from  time to time  without  notice  other  than the
announcement at the meeting, until a quorum shall be present.
         Section  9.  Unless   otherwise   restricted  by  the   certificate  of
incorporation or these by-laws,  any action required or permitted to be taken at
any meeting of the board of  directors  may be taken  without a meeting,  if all
members of the board,  consent  thereto in writing,  and the writing or writings
are filed with the minutes of proceedings of the board.
         Section  10.  Members  of the Board of  Directors  may  participate  in
meetings of the Board or any  committee  thereof by  conference  telephone  call
provided  that all members of the board  participating  in said meeting may hear
each other, and such  participation  shall constitute  presence in person at the
meeting.
   
         Section  11. The  chairman  of the board shall be a member of the board
and shall be selected by a majority  vote or  unanimous  written  consent of the
members of the board.  He shall  perform such duties as may from time to time be
assigned to him by the board.
    
                            COMPENSATION OF DIRECTORS
   
         Section  12. The  directors  may be paid  their  expenses,  if any,  of
attendance at such meeting of the board of directors and may be paid a fixed sum
for  attendance at each meetings of the board of directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation therefore.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
    
                                   ARTICLE IV
                                     NOTICES
         Section 1.  Whenever,  under the  provisions  of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram.
         Section  2.  Whenever  any  notice is  required  to be given  under the
provisions of the statutes or of the  certificate of  incorporation  or of these
by-laws,  a waiver thereof in writing,  signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
                                    ARTICLE V
                                    OFFICERS
         Section 1. The officers of the corporation shall be chosen by the board
of  directors  and shall be a president,  a  vice-president,  a secretary  and a
treasurer.  The board of directors may also choose  additional  vice-presidents,
and one or more assistant  secretaries and assistant  treasurers.  Any number of
offices may be held by the same person,  unless the certificate of incorporation
or these by-laws otherwise provide.
         Section  2. The board of  directors  at its first  meeting  after  each
annual  meeting  of  stockholders   shall  choose  a  president,   one  or  more
vice-presidents, a secretary and a treasurer.
         Section 3. The board of directors  may appoint such other  officers and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the board.
         Section 4. The salaries of all  officers and agents of the  corporation
shall be fixed by the board of directors.
         Section 5. The  officers of the  corporation  shall hold  office  until
their successors are chosen and qualify. Any officer elected or appointed by the
board of  directors  may be  removed  at any time by the  affirmative  vote of a
majority of the board of directors.  Any vacancy  occurring in any office of the
corporation shall be filled by the board of directors.
                                  THE PRESIDENT
   
         Section 6. The president  shall be the chief  executive  officer of the
corporation,  shall preside at all meetings of the stockholders and the board of
directors,  shall have  general  and active  management  of the  business of the
corporation  and  shall  see that all  orders  and  resolutions  of the board of
directors are carried into effect.
         Section  7. He shall  execute  bonds,  mortgages  and  other  contracts
requiring a seal,  under the seal of the  corporation,  accept where required or
permitted  by law to be  otherwise  signed and  executed  and  accept  where the
signing and  execution  thereof  shall be  expressly  delegated  by the board of
directors to some other officer or agent of the corporation.
    
                               THE VICE-PRESIDENTS
   
         Section  8. In the  absence  of the  president  or in the  event of his
inability or refusal to act, the  vice-president  (or in the event there be more
than one  vice-president,  the  vice-presidents  in the order of their election)
shall perform the duties of the  president,  and when so acting,  shall have all
the  powers  of and be  subject  to all  restrictions  upon the  president.  The
vice-presidents  shall  perform  such other duties and have such other powers as
the board of directors may from time to time prescribe.
    
                      THE SECRETARY AND ASSISTANT SECRETARY
   
         Section 9. The  secretary  shall  attend all  meetings  of the board of
directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  corporation  and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when required. He shall give, or cause to be given notice of all meetings of the
stockholders  and special  meeting of the board of directors,  and shall perform
such other  duties as may be  prescribed  by the board of directors or president
under whose supervision he shall be. He shall have custody of the corporate seal
of the  corporation and he, or an assistant  secretary,  shall have authority to
affix the same to an  instrument  requiring  it and when so  affixed,  it may be
attested by his signature or by the signature of such assistant  secretary.  The
board of directors may give general  authority to any other officer to affix the
seal of the corporation an to attest the affixing by his signature.
         Section 10. The assistant secretary,  or if there be more than one, the
assistant  secretaries in the order  determined by the board of directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the  secretary  or in the event of his  inability,  or refusal to
act,  perform  the  duties and  exercise  the power of the  secretary  and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.
    
                     THE TREASURER AND ASSISTANT TREASURERS
   
         Section 11. The treasurer shall have the custody of the corporate funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the board of directors.
         Section 12. He shall  disburse the funds of the  corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the president and the board of directors, at
its regular  meetings or when the board of directors so requires,  an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
corporation.
         Section 13. If required  by the board of  directors,  he shall give the
corporation  a bond (which shall be renewed ever six weeks) in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors for
the faithful  performance of the duties of his office and for the restoration to
the corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.
         Section  14. The  assistant  treasurer,  or if there shall be more than
one, the assistant  treasurers in the order determined by the board of directors
(or if there be no such  determination,  then in the  order of their  election),
shall,  in the  absence of the  treasurer  or in the event of his  inability  or
refusal to act,  perform the duties and exercise the power of the  treasurer and
shall  perform  such other  duties  and have such  other  powers as the board of
directors may from time to time prescribe.
    
                                   ARTICLE VI
                              CERTIFICATES OF STOCK
         Section 1. Every holder of stock in the  corporation  shall be entitled
to have a  certificate,  signed  by, or in the name of the  corporation  by, the
chairman or  vice-chairman  of the board of  directors,  or the  president  or a
vice-president and the treasurer or an assistant treasurer,  or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.
         Section 2. Where a certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation  or .its employee,  any other  signature on the  certificate  may be
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  if may be issued by the corporation  with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES
         Section  3. The board of  directors  may  direct a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the board of directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.
                               TRANSFERS OF STOCK
         Section 4. Upon  surrender to the  corporation or the transfer agent of
the  corporation  of a certificate  for shares duly endorsed or  accompanied  by
proper evidence of succession,  assignment or authority to transfer, it shall be
the duty of the  corporation to issue a new  certificate to the person  entitled
thereto, cancel the old certificate and record the transaction upon its books.
                               FIXING RECORD DATE
         Section 5. In order that the corporation may determine the stockholders
entitled  to  notice  of or to  vote  at  any  meeting  or  stockholders  or any
adjournment  thereof,  or to  express  consent  to  corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the board of directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
                             REGISTERED STOCKHOLDERS
         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.
                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS
         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of  incorporation,  if any, may be declared
by the board of  directors at any regular or special  meeting,  pursuant to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the certificate of incorporation.
         Section 2. Before  payment of any dividend,  there may be set aside out
of any funds of the corporation  available for dividends such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conductive  to  the  interest  of the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.
                                ANNUAL STATEMENT
         Section 3. The board of directors shall present at each annual meeting,
and at any special  meeting of the  stockholders  when called for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.
                                     CHECKS
         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate.
                                                        FISCAL YEAR
         Section  5.  The  fiscal  year of the  corporation  shall  be  fixed by
resolution of the board of directors.
                                                            SEAL
         Section 6. The corporate seal shall have inscribed  thereon the name of
the  corporation,  the year of its  organization and then words "Corporate Seal,
Delaware".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.
                                  ARTICLE VIII
                                   AMENDMENTS
         Section 1. These  by-laws  may be  altered,  amended or repealed or new
by-laws may be adopted by the  stockholders  or by the board of directors,  when
such  power is  conferred  upon the board of  directors  by the  certificate  of
incorporation  at any  regular  meeting of the  stockholders  or of the board of
directors  or at any  special  meeting  of the  stockholders  or of the board of
directors  if notice of such  alteration,  amendment,  repeal or adoption of new
by-laws be contained in the notice of such special meeting.


<PAGE>






                                                                    Exhibit 5



                                December 8, 1997

The Sherwood Group, Inc.
Exchange Place Centre
10 Exchange Place
Jersey City, New Jersey  07302-3913

         Re:      The Sherwood Group, Inc.

Gentlemen:

         We have acted as counsel to The Sherwood Group, Inc. (the "Company") in
connection  with all  proceedings  relating to the  authorization  and  proposed
issuance  and sale by you of shares of common  stock,  par value  $.01 per share
("Common  Stock") upon the  exercise of stock  options  granted  pursuant to The
Sherwood  Group,  Inc.  1995 Stock Option Plan,  as amended,  (the  "Plan"),  as
described  in  the  Registration   Statement  on  Form  S-8  (the  "Registration
Statement"),  filed by you with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Act").

                  Based upon our  examination of such documents and  proceedings
as we have deemed necessary and pertinent, we are of the opinion that:

         1.       The Sherwood Group, Inc. (the "Company") is a corporation duly
organized and existing under the laws of the State of Delaware;

         2.       The Plan has been duly authorized and approved by the Board of
Directors and the stockholders of the Company;

         3. The shares of Common Stock reserved by the Board of Directors of the
Company for issuance upon the exercise of stock  options  granted under the Plan
have been duly authorized;

         4. When the shares of Common  Stock are issued upon the due exercise of
stock options  granted in accordance  with the Plan, such shares of Common Stock
will be duly and  validly  issued  and  outstanding  and will be fully  paid and
non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the use of our name  under  the  caption  "Legal
Opinions" in the Prospectus forming a part of the Registration Statement.

                                                    Very truly yours,

                                                    CRUMMY, DEL DEO, DOLAN,
                                                    GRIFFINGER & VECCHIONE
                                                    A Professional Corporation



<PAGE>






                                                                  Exhibit 23.1


The Board of Directors
The Sherwood Group, Inc. and Subsidiaries

         We consent to the incorporation by reference herein of our report dated
July  22,  1997,  with  respect  to the  consolidated  statements  of  financial
condition of The Sherwood  Group,  Inc. and  Subsidiaries as of May 31, 1997 and
1996, and the related consolidated  statements of income,  stockholders' equity,
and cash  flows for each of the  years in the  three-year  period  ended May 31,
1997,  which  report  appears in the Form 10-K of The Sherwood  Group,  Inc. and
Subsidiaries dated May 31, 1997.


                                                     KPMG Peat Marwick, LLP


New York, New York
December 5, 1997
[{"type": "S-8", "sequence": "1", "description": "S-8  TO REGISTER 420,000 SHS FOR OPTION PLAN", "secsgml_size_bytes": 115246}]
{"company-data": {"conformed-name": "SHERWOOD GROUP INC", "cik": "0000811917", "assigned-sic": "6211", "irs-number": "222394480", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41819", "film-number": "97735052"}, "business-address": {"street1": "10 EXCHANGE PLACE CENTRE", "street2": "15TH FLOOR", "city": "JERSEY CITY", "state": "NJ", "zip": "07302", "phone": "2124824000"}, "mail-address": {"street1": "SHERWOOD GROUP INC", "street2": "10 EXCHANGE PLACE CENTRE 15TH FLOOR", "city": "JERSY CITY", "state": "NJ", "zip": "07302"}}
December 9, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

                  RE:      The Sherwood Group, Inc.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

         On behalf of our client  The  Sherwood  Group,  Inc.  (the  "Company"),
simultaneously  herewith,  we are filing pursuant to the Securities Act of 1933,
as amended, and the rules and regulations thereunder, the Company's Registration
Statement  on  Form  S-8  (the  "Registration  Statement"),  including  exhibits
thereto.

         The Company, by wire transfer in the amount of $1,606.82,  has paid the
applicable registration fee in connection with the Registration Statement.

         If you have any questions concerning the with respect to this filing or
require any further information, please call the undersigned at (973) 596-4637.

                                                     Very truly yours,

                                                     /s/  Frank E. Lawatsch, Jr.

                                                     Frank E. Lawatsch, Jr.

cc:      Laura Singer, Esq.

(..continued)

                                                       - 2 -
                                                                              
                     As filed with the  Securities  and Exchange  Commission  on
December 9, 1997.
                                                                              
=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                  --------------

                            THE SHERWOOD GROUP, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                   22-2394480
(State or other jurisdiction               (I.R.S. Employer Identification No.)
 of incorporation or organization)

10 Exchange Place Centre, Jersey City, New Jersey                      07032
(Address of principal executive offices)                            (Zip Code)

                 The Sherwood Group, Inc. 1995 Stock Option Plan
                            (Full title of the plan)

        Mr. Dennis Marino, Executive Vice President and Chief Administrative
                       Officer, The Sherwood Group, Inc.,
             10 Exchange Place Centre, Jersey City, New Jersey 07032
                     (Name and address of agent for service)

                                     (201) 946-2200
                 (Telephone number, including area code, of agent for service)

                                    Copy to:
                          Frank E. Lawatsch, Jr., Esq.
                 Crummy, Del Deo, Dolan, Griffinger & Vecchione
                              One Riverfront Plaza
                          Newark, New Jersey 07102-5497
                                                  (201) 596-4500

                         Calculation of Registration Fee
----------------------------------------- ---------------- -------------------- ----------------- -------------------
                                                                Proposed            Proposed
          Title of Each Class                 Amount        Maximum Offering        Maximum           Amount of
             of Securities                     To Be              Price            Aggregate         Registration
            to be Registered               Registered(1)      Per Share(2)          Offering            Fee(2)
                                                                                    Price(2)
----------------------------------------- ---------------- -------------------- ----------------- -------------------
----------------------------------------- ---------------- -------------------- ----------------- -------------------
Common Stock, par value $.01 per share        420,000            $12.625           $5,302,500         $1,606.82
----------------------------------------- ---------------- -------------------- ----------------- -------------------
(1)  Pursuant  to Rule  416(c)  under the  Securities  Act of 1933,  as
amended,  this  registration  statement also covers  additional shares of Common
Stock pursuant to the anti-dilution provisions of the Plan.
(2) Estimated  solely for the purposes of calculating the  registration
fee and based on the  average  of the last sale  price for the  Common  Stock as
quoted on the New York Stock Exchange on December 3, 1997.
- 5 -
                                     PART I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously filed by the Sherwood Group,  Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
are incorporated by reference in this Registration Statement:

                  (1) The  Company's  Annual  Report on Form 10-K for the fiscal
year ended May 31, 1997;

                  (2)  The  Company's  Quarterly  Report  on Form  10-Q  for the
quarter ended August 31, 1997;

                  (3) The Company's  definitive  Proxy Statement dated September
                  2, 1997 for its Annual Meeting of Stockholders;

                  (4) The Company's  definitive  Proxy  Statement dated November
                  12, 1997 for a Special Meeting of Stockholders;

                  (5) The description of the Company's  common stock,  par value
                  $.01  per  share  (the  "Common  Stock"),   contained  in  the
                  Company's Registration Statement filed on Form S-1 (File No.
                  33-12904) as filed under the Securities Act of 1933, as 
                  amended, including any amendment or report filed for the
                  purpose of updating such description; and

                  (6) All documents  subsequently  filed by the Company pursuant
                  to  Sections  13(a),  13(c),  14 and  15(d) of the  Securities
                  Exchange Act of 1934,  prior to the filing of a post-effective
                  amendment  which  indicates that all  securities  offered have
                  been sold or which  deregisters  all  securities  offered have
                  been sold or which  deregisters  all securities then remaining
                  unsold,  shall be deemed to be  incorporated  by  reference in
                  this  Registration  Statement and to be a part hereof from the
                  respective  date of filing of such  documents.  Any  statement
                  contained in a document  incorporated  by reference  herein is
                  modified or  superseded  for all purposes to the extent that a
                  statement  contained in this Registration  Statement or in any
                  other  subsequently  filed document which is  incorporated  by
                  reference modifies or replaces such statement.

Item 4.  Description of Securities

         Not applicable.

Item 5  Interests of Named Experts and Counsel

         Ralph N. Del Deo is a senior  partner  in the law firm of  Crummy,  Del
Deo, Dolan,  Griffinger & Vecchione,  P.C. which performs legal services for the
Company and is a director of the Company.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides  for the  indemnification  of  officers  and  directors  under  certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

         Section  102(b)  of the  Delaware  General  Corporation  Law  permits a
corporation,  by so providing in its certificate of incorporation,  to eliminate
or limit  director's  liability  to the  corporation  and its  stockholders  for
monetary  damages  arising out of certain  alleged  breaches of their  fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's  liability with respect to any of the  following:  (i) breaches the
director's duty of loyalty to the corporation or its stockholders;  (ii) acts or
loyalty to the corporation or its stockholders;  (ii) acts or omissions not made
in good faith or which involve  intentional  misconduct of knowing violations of
law;  (iii)  liability for dividends  paid or stock  repurchased  or redeemed in
violation of the Delaware General  Corporation Law; or (iv) any transaction from
which the director derived an improper personal benefit.  Section 102(b)(7) does
not  authorize  any  limitation  on  the  ability  of  the  corporation  or  its
stockholders  to  obtain  injunctive  relief,   specific  performance  or  other
equitable relief against directors.

         Article  7 of the  Company's  Restated  Certificate  of  Incorporation,
provides that no director  shall be  personally  liable to the Company or any of
its stockholders for monetary damages for breach of his or her fiduciary duty as
a director except to the extent such  elimination or limitation is prohibited by
the Delaware General  Corporation  Law. In addition,  Article 7 of the Company's
Restated Certificate of Incorporation  provides in substance that to the fullest
extent permitted by Delaware law, each director and officer shall be indemnified
by the Company against reasonable costs and expenses,  including attorneys fees,
and any  liabilities  which he or she may incur in connection with any action to
which  he or she may be made a  party  by  reason  of his or her  having  been a
director  or  officer  of  the  Company.  The  indemnification  provided  by the
Company's  Restated  Certificate  of  Incorporation  and  By-laws  is not deemed
exclusive of or in any way to limit any other rights to which any person seeking
indemnification may be entitled.

         The  Company  has  entered  into  Indemnification  Agreements  with the
directors and  executive  officers of the Company (the  "Officers")  whereby the
Company has agreed to  indemnify  and hold  harmless the Officers to the fullest
extent permitted by the provisions of the Delaware General  Corporation Law, and
pay any and all  expenses,  fines,  costs,  and  judgments  or awards  which the
Officers may incur in connection with their service as officers of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits
Exhibit No.                                                               Description
4.1                                         The Sherwood Group, Inc. 1995 Stock Option Plan, as amended (the "Plan")

4.2                                         The Company's Restated Certificate of Incorporation, as amended, in
                                            effect as of the date of this Registration Statement
4.3                                         Amendment to the Company's Restated Certificate of Incorporation
                                            approved by the Company's Stockholders on October 21, 1997
4.4                                         By-laws of the Company, as amended
5                                           Opinion of Crummy, Del Deo, Dolan, Griffinger & Vecchione.
23.1                                        Consent of KPMG Peat Marwick LLP
23.2                                        Consent of Crummy, Del Deo, Dolan, Griffinger & Vecchione (included in
                                            Exhibit 5)
24.1                                        Powers of Attorney (included on Page 6 of this Registration Statement)
Item 9.  Undertakings.

         The Company hereby undertakes:

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

                  (i)      To include any prospectus required by section 10(a)
(3) of the Securities Act of 1933, as amended;

                  (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,  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  (1)(i) and (1)(ii)  above do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports filed with the Commission
by the  Company  pursuant  to  Section  13 or  Section  15(d) of the  Securities
Exchange Act of 1934,  as amended,  that are  incorporated  by reference in this
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, as amended, 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.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended,  (and where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934,  as  amended)  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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing procedures,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933, as amended,  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 of 1933, as amended,  and will be governed by the final adjudication of such
issue.
- 7 -
                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Jersey City,  State of New Jersey,  on this 5th
day of December, 1997.

                                               THE SHERWOOD GROUP, INC.

                                               By: /s/  Dennis Marino
                                                   Dennis Marino,
                                                   Executive Vice President and
                                                   Chief Administrative Officer

         Each person whose individual  signature appears below hereby authorizes
each of or  either  of  Arthur  Kontos  and  Dennis  Marino  and  each of  them,
individually,  as his  true  and  lawful  attorney-in-fact  with  full  power of
substitution  to execute in the name and on behalf of each person,  individually
and in each capacity  stated below,  and to file, any and all amendments to this
Registration Statement, including any and all post-effective amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                               Title                                  Date
---------                               -----                                  ----
/s/  Arthur Kontos             Director and Chief Executive Officer   December 5, 1997
------------------------------------
Arthur Kontos

         /s/ James H. Lynch, Jr.        Chairman of the Board                  December 5, 1997
------------------------------------
James H. Lynch, Jr.

         /s/  Dennis Marino             Director                               December 5, 1997
------------------------------------
Dennis Marino

         /s/  Richard J. Marino         Director                               December 5, 1997
------------------------------------
Richard J. Marino

         /s/  Thomas Neumann            Director                               December 5, 1997
------------------------------------
Thomas Neumann

         /s/  Ralph N. Del Deo          Director                               December 5, 1997
------------------------------------
Ralph N. Del Deo
/s/ John Duffy                 Director                               December 5, 1997
------------------------------------
John P. Duffy

         /s/  Carl H. Hewitt            Director                               December 5, 1997
------------------------------------
Carl H. Hewitt

         /s/ Stephen J. DiLascio        Director                               December 5, 1997
------------------------------------
Stephen J. DiLascio

         /s/  Denise Isaac             Chief Financial Officer and             December 5, 1997
------------------------------------   Principal Accounting Officer
Denise Isaac
Exhibit 4.1
                            THE SHERWOOD GROUP, INC.

                             1995 STOCK OPTION PLAN

SECTION 1.  PURPOSE

         The purpose of The Sherwood Group,  Inc. Stock Option Plan (the "Plan")
is to provide an  additional  incentive to employees,  independent  contractors,
agents and  consultants  of The Sherwood  Group,  Inc. (the  "Company")  and its
subsidiaries,  to  aid  in  attracting  and  retaining  employees,   independent
contractors,  agents and consultants,  and to closely align their interests with
those of shareholders.

SECTION 2.  DEFINITIONS

         Unless the context clearly  indicates  otherwise,  the following terms,
when used in this Plan, shall have the meanings set forth in this Section 2.

         (a)      "Board" shall mean the Board of Directors of the Company.

         (b) "Change in  Control".  A change in control of the Company  shall be
deemed to have occurred if, over the initial  opposition  of the  then-incumbent
Board (whether or not such Board ultimately acquiesces therein),  (i) any person
or group of persons shall acquire, directly or indirectly,  stock of the Company
having  at  least  25%  of  the   combined   voting   power  of  the   Company's
then-outstanding  securities,  or (ii) any  shareholder or group of shareholders
shall elect a majority of the members of the Board in each case after January 1,
1995 (except  persons or entities  which as of January 1, 1995 are identified as
holders  of 5% or more  beneficial  owners of the  Company's  securities  in the
Company's filings under the Exchange Act).

         (c) "Code" shall mean the  Internal  Revenue Code of 1986 and the rules
and regulations thereunder, as it or they may be amended from time to time.

         (d) "Committee"  shall mean the Compensation  Committee of the Board or
such other  committee as may be  designated by the Board.  The  Committee  shall
consist of two or more  members of the Board who are  Non-Employee  Directors as
such term is defined in Rule 16b-3 of the Exchange Act.

         (e) "Date of  Exercise"  shall  mean the  earlier  of the date on which
written  notice of exercise,  together  with payment in full, is received at the
office of the  Secretary  of the  Company or the date on which  such  notice and
payment are mailed to the  Secretary of the Company at its  principal  office by
certified or registered mail.

         (f) "Employee" shall mean any employee or any officer of the Company or
any of its Subsidiaries,  or any other person, who is an independent contractor,
agent or consultant of the Company or any of its Subsidiaries, and excluding any
director of the Company who is not otherwise an employee of the Company. For the
purposes of any provision of this Plan relating to Incentive Stock Options,  the
term  "Employee"  shall be limited to mean any employee (as that term is defined
under  Code  Section   3401(c))  or  officer  of  the  Company  or  any  of  its
Subsidiaries,  but not any person who is merely an independent contractor, agent
or consultant of the Company or any of its subsidiaries.

         (g) "Exchange  Act" shall mean the Securities and Exchange Act of 1934,
as amended.

         (h) "Fair Market  Value" shall mean for any day the mean of the highest
and lowest  selling  prices of the Stock as reported on the  Composite  Tape for
securities traded on the New York Stock Exchange.

         (i) "Grantee" shall mean an Employee granted a Stock Option.

         (j)  "Granting  Date"  shall  mean  the  date on  which  the  Committee
authorizes  the issuance of a Stock  Option for a specified  number of shares of
Stock to a specified Employee.

         (k)  "Incentive  Stock Option" shall mean a Stock Option  granted under
the Plan which is properly  qualified under the provisions of Section 422 of the
Code.

         (l)  "Nonqualified  Stock  Option"  shall mean a Stock  Option  granted
within the Plan which is not an Incentive  Stock  Option or otherwise  qualified
under similar tax provisions.

         (m)  "Progressive  Stock  Options"  shall mean either  Incentive  Stock
Options or Nonqualified  Stock Options granted  pursuant to Section 5(j) of this
Plan.

         (n) "Stock" shall mean the Common  Stock,  as par value $.01 per share,
of the Company.

         (o) "Stock  Appreciation  Right" shall mean a right granted pursuant to
the Plan to receive Stock, cash, or a combination thereof, upon the surrender of
the right to  purchase  all or part of the  shares of Stock  covered  by a Stock
Option.

         (p) "Stock Option" shall mean an Incentive Stock Option or Nonqualified
Stock Option granted pursuant to the Plan to purchase shares of Stock.

         (q)  "Subsidiary"  shall mean any subsidiary  corporation as defined in
Section 424 of the Code.

SECTION 3.  SHARES OF STOCK SUBJECT TO THE PLAN

         Subject to adjustment  pursuant to Section 9, 1,187,200 shares of Stock
shall be  reserved  for  issuance  upon the  exercise of Stock  Options  granted
pursuant to this Plan.  Shares  delivered  under the Plan may be authorized  and
unissued  shares or issued  shares held by the Company in its  treasury.  If any
Stock Options expire or terminate  without having been exercised,  the shares of
Stock covered by such Stock Option shall become available again for the grant of
Stock Options  hereunder.  Similarly,  if any Stock Options are  surrendered for
cash  pursuant to the  provisions  of Section 7, the shares of Stock  covered by
such Stock  Options  shall also  become  available  again for the grant of Stock
Options  hereunder.  Shares of Stock  covered by Stock Options  surrendered  for
Stock pursuant to Section 7, however,  shall not become  available again for the
grant of Stock Options hereunder.

SECTION 4.  ADMINISTRATION OF THE PLAN

         (a) The Plan shall be  administered  by the  Committee.  Subject to the
express  provisions of the Plan, the Committee shall have authority to interpret
the Plan, to prescribe,  amend and rescind rules and regulations relating to it,
to determine the terms and  provisions of Stock Option  grants,  and to make all
other determinations necessary or advisable for the administration of the Plan.

         (b) It is intended that the Plan and any transaction hereunder meet all
of the  requirements  of Rule 16b-3  promulgated  by the Securities and Exchange
Commission,  as such rule is  currently  in effect or as  hereafter  modified or
amended,  and all other  applicable  laws.  If any  provision of the Plan or any
transaction  would disqualify the Plan or such  transaction  under, or would not
comply with, Rule 16b-3 or other  applicable laws, such provision or transaction
shall be  construed  or deemed  amended  to  conform to Rule 16b-3 or such other
applicable  laws or otherwise  shall be deemed to be null and void, in each case
to the extent permitted by law and deemed advisable by the Committee.

         (c) Any  controversy  or claim  arising  out of or related to this Plan
shall be determined unilaterally by and at the sole discretion of the Committee.

SECTION 5.  GRANTING OF STOCK OPTIONS

         (a) Only Employees shall be eligible to receive Stock Options under the
Plan.  Directors of the Company who are not also employees of the Company or one
of its Subsidiaries shall not be eligible for Stock Options.

         (b) The  option  price of each share of Stock  subject to an  Incentive
Stock  Option  shall be at least 100% of the Fair Market Value of a share of the
Stock on the Granting Date.

         (c) The option price of each share of Stock  subject to a  Nonqualified
Stock  Option  shall be 100% of the Fair Market Value of a share of the Stock on
the Granting Date, or such other price either greater than or less than the Fair
Market  Value  (but in no event  less  than the par  value of the  Stock) as the
Committee  shall  determine  appropriate  to the purposes of the Plan and to the
Company's total compensation program.

         (d) The Committee shall determine and designate from time to time those
Employees who are to be granted Stock Options and whether the  particular  Stock
Options are to be Incentive  Stock Options or  Nonqualified  Stock Options,  and
shall  also  specify  the number of shares  covered by and the option  price per
share of each Stock  Option.  Each Stock Option  granted under the Plan shall be
clearly  identified  as to its  status  as a  Nonqualified  Stock  Option  or an
Incentive Stock Option.

         (e) The aggregate  Fair Market Value  (determined at the time the Stock
Option is granted) of the Stock with respect to which  Incentive  Stock  Options
are  exercisable  for the first time by any individual  during any calendar year
(under all plans of the  individual's  employer  corporation  and its parent and
subsidiary corporations) shall not exceed $100,000.

         (f) A Stock Option shall be  exercisable  during such period or periods
and in such  installments  as shall be  fixed by the  Committee  at the time the
Stock Option is granted or in any amendment thereto; but each Stock Option shall
expire not later than ten years from the Granting Date.

         (g) The Committee  shall have the authority to grant both  transferable
Stock  Options  and  nontransferable  Stock  Options,  and to amend  outstanding
nontransferable   Stock   Options   to   provide   for   transferability.   Each
nontransferable  Stock Option  intended to qualify under Rule 16b-3 or otherwise
shall provide by its terms that it is not transferable otherwise than by will or
the laws of descent and  distribution  and is exercisable,  during the Grantee's
lifetime,  only by the Grantee.  Each transferable  Stock Option may provide for
such  limitations on  transferability  and  exercisability  as the Committee may
designate  at the time a Stock  Option is  granted  or is  otherwise  amended to
provide for transferability.

         (h) Stock  Options  may be granted to an  Employee  who has  previously
received  Stock  Options or other  options  whether such prior Stock  Options or
other  options  are  still  outstanding,   have  previously  been  exercised  or
surrendered in whole or in part, or are canceled in connection with the issuance
of new Stock Options.

         (i) Subject to adjustment  pursuant to Section 9, the aggregate  number
of shares of Stock  subject to Stock  Options  granted to an Employee  under the
Plan during any calendar year shall not exceed 300,000 shares.

         (j) Without in any way limiting the  authority of the Committee to make
grants of Stock  Options  under the Plan,  and in order to induce  Employees  to
retain  ownership of Stock,  the Committee shall have the authority (but not the
obligation)  to  include  within  any  agreement  reflecting  a Stock  Option  a
provision  entitling  the Grantee of such Stock Option to a further Stock Option
(a  "Progressive  Stock  Option")  in  the  event  the  Grantee  exercises  such
Nonqualified  Stock Option evidenced by such agreement,  in whole or in part, by
surrendering  other shares of Stock in  accordance  with this Plan and the terms
and conditions of such agreement. Any such Progressive Stock Option shall be for
a number of shares of Stock  equal to the number of  surrendered  shares,  shall
become  exerciseable  no sooner than six months after the  Granting  Date of the
Stock Option or such longer period as the Committee may establish, shall have an
option  price per share equal to one hundred  percent  (100%) of the Fair Market
Value of a share of Stock on the Granting Date of the Progressive  Stock Option,
and shall be subject to such other terms and  conditions  as the  Committee  may
determine.

         (k)  Notwithstanding  the  foregoing,  the option price of an Incentive
Stock  Option in the case of a Grantee  who owns  more than ten  percent  of the
total combined voting power of all classes of stock of the Company or any of its
Subsidiaries,  will not be less than one-hundred-ten  percent (110%) of the Fair
Market  Value  of the  Stock  at the  Granting  Date  and in the  case of such a
Grantee,  the  Incentive  Stock  Option may be exercised no more than five years
after the Granting Date.

SECTION 6.  EXERCISE OF STOCK OPTIONS

         (a) Except as provided in Section 8, no Stock  Option may be  exercised
at any time unless the  Grantee is an  Employee on the Date of Exercise  and, in
the case of holders of  Incentive  Stock  Options,  has been an  Employee at all
times during the period  beginning on the Granting  Date and ending on the day 3
months before the date of such exercise.

         (b) The  Grantee  shall  pay the  option  price  in full on the Date of
Exercise of a Stock Option in cash,  by check,  or by delivery of full shares of
Stock of the Company,  duly endorsed for transfer to the Company with  signature
guaranteed,  or by any combination  thereof.  Stock will be accepted at its Fair
Market Value on the Date of Exercise.

         (c) Subject to the approval of the Committee, or of such person to whom
the Committee may delegate such authority ("its designee"), the Company may loan
to the  Grantee a sum  equal to an amount  which is not in excess of 100% of the
purchase  price of the shares of Stock acquired upon exercise of a Stock Option,
such loan to be evidenced by the  execution  and delivery of a promissory  note.
Interest  shall be paid on the  unpaid  balance of the  promissory  note at such
times and at such rate as shall be  determined by the Committee or its designee.
Such  promissory note shall be secured by the pledge to the Company of shares of
Stock having an  aggregate  purchase  price on the date of purchase  equal to or
greater than the amount of such note. A Grantee  shall have,  as to such pledged
shares of Stock, all rights of ownership including the right to vote such shares
of Stock and to receive  dividends paid on such shares of Stock,  subject to the
security interest of the Company.  Such shares of Stock shall not be released by
the Company from the pledge unless the proportionate  amount of the note secured
thereby has been repaid to the Company;  provided,  however that shares of Stock
subject to a pledge may be used to pay all or part of the purchase  price of any
other option  granted  hereunder or under any other stock  incentive plan of the
Company under the terms of which the purchase  price of an option may be paid by
the  surrender of shares of Stock,  subject to the terms and  conditions of this
Plan  relating to the  surrender  of shares of Stock in payment of the  exercise
price of an option.  In such event, that number of the newly purchased shares of
Stock  equal to the  shares of Stock  previously  pledged  shall be  immediately
pledged as substitute  security for the pre-existing  debt of the Grantee to the
Company,  and thereupon  shall be subject to the provisions  hereof  relating to
pledged shares of Stock.  All notes executed  hereunder shall be payable at such
times  and in such  amounts  and  shall  contain  such  other  terms as shall be
specified by the  Committee  or its designee or stated in the option  agreement;
provided,  however,  that such terms shall conform to requirements  contained in
any applicable regulations which are issued by any governmental authority.

SECTION 7.  STOCK APPRECIATION RIGHTS

         (a) The Committee may grant to any Employee,  Stock Appreciation Rights
in connection with any Stock Option. Stock Appreciation Rights may be granted at
the time the related Stock Option is granted or at any time thereafter up to six
months prior to the expiration of the related Stock Option.

         (b) Stock Appreciation Rights shall be exercisable at such times and to
the extent that the related  Stock Option shall be  exercisable  and only to the
extent the Stock Appreciation  Right has a positive value,  unless the Committee
specifies a more restrictive period.

         (c) Upon the exercise of a Stock Appreciation  Right, the Grantee shall
surrender the related Stock Option or a portion thereof and shall be entitled to
receive  payment of an amount  determined by multiplying the number of shares as
to which the Stock Option rights are  surrendered by the difference  obtained by
subtracting  the exercise  price per share of the related  Stock Option from the
Fair  Market  Value of a share of Stock  on the Date of  Exercise  of the  Stock
Appreciation Right.

         (d) Payment of the amount  determined  under Section 7(c) shall be made
in Stock,  in cash, or partly in cash and partly in Stock as the Committee shall
determine in its sole discretion.

         (e)  Except as  provided  in Section  10(b),  the  exercise  of a Stock
Appreciation  Right for cash may be made only during the period beginning on the
third  business day following the release of quarterly or annual  financial data
and ending on the twelfth business day following such date.

SECTION 8.  TERMINATION OF EMPLOYMENT

         Except as  otherwise  provided by the  Committee  at the time the Stock
Option  is  granted  or any  amendment  thereto,  if a  Grantee  ceases to be an
Employee then:

         (a) if termination  of employment is voluntary or  involuntary  without
cause,  the Grantee may exercise  each Stock  Option held by the Grantee  within
three months after such  termination  (but not after the expiration  date of the
Stock Option) to the extent of the number of shares  subject to the Stock Option
which are purchasable pursuant to its terms at the date of termination;

         (b) if termination is for cause,  all Stock Options held by the Grantee
shall be canceled as of the date of termination;

         (c) subject to the provisions of Section 8(d), if termination is (i) by
reason of  retirement  at a time when the  Grantee is  entitled  to the  current
receipt of benefits under any retirement  plan  maintained by the Company or any
Subsidiary,  or (ii) by reason of  disability,  each  Stock  Option  held by the
Grantee  may be  exercised  by the  Grantee  at any  time  (but  not  after  the
expiration date of the Stock Option) (within one year of termination in the case
of Incentive Stock Options) to the extent of the number of shares subject to the
Stock  Option  which  were  purchasable  pursuant  to its  terms  at the date of
termination;

         (d) if termination is by reason of the death of the Grantee,  or if the
Grantee dies after retirement or disability as referred to in Section 8(c), each
Stock Option held by the Grantee may be exercised by the Grantee's estate, or by
any person who  acquires the right to exercise the Stock Option by reason of the
Grantee's death, at any time within a period of three years after death (but not
after the expiration date of the Stock Option) to the extent of the total number
of shares  subject to the Stock  Option which were  purchasable  pursuant to its
terms at the date of termination; or

         (e) if the  Grantee  should die within  three  months  after  voluntary
termination  of  employment  or  involuntary   termination   without  cause,  as
contemplated  in Section  8(a),  each Stock  Option  held by the  Grantee may be
exercised by the  Grantee's  estate,  or by any person who acquires the right to
exercise by reason of the  Grantee's  death,  at any time within a period of one
year after death (but not after the expiration  date of the Stock Option) to the
extent  of  the  number  of  shares  subject  to the  Stock  Option  which  were
purchasable pursuant to its terms at the date of termination.

SECTION 9.  ADJUSTMENTS

         In  the   event   of   any   merger,   consolidation,   reorganization,
recapitalization,  stock dividend,  stock split or other change in the corporate
structure or capitalization  affecting the Stock,  there shall be an appropriate
adjustment  made by the  Board  in the  number  and kind of  shares  that may be
granted in the aggregate and to individual  Employees under the Plan, the number
and  kind  of  shares  subject  to  each  outstanding  Stock  Option  and  Stock
Appreciation Right and the option prices.

SECTION 10.  TENDER OFFER; CHANGE IN CONTROL

         (a) A Stock Option shall become  immediately  exercisable to the extent
of the total number of shares  subject to the Stock Option in the event of (i) a
tender  offer by a person or persons  other than the Company for all or any part
of the outstanding  Stock if, upon  consummation of the purchases  contemplated,
the offeror or offerors would own,  beneficially  or of record,  an aggregate of
more  than 25% of the  outstanding  Stock,  or (ii) a Change in  Control  of the
Company.

         (b) The  Committee  may authorize the payment of cash upon the exercise
of a Stock Appreciation Right during a period (i) beginning on the date on which
a tender offer as described in (a),  above,  is first published or sent or given
to  holders  of Stock  and  ending  on the date  which is seven  days  after its
termination  or  expiration,  or (ii) beginning on the date on which a Change in
Control of the Company  occurs and ending on the twelfth  business day following
such date.

SECTION 11.  GENERAL PROVISIONS

         (a) Each  Stock  Option  shall be  evidenced  by a  written  instrument
containing such terms and conditions,  not  inconsistent  with this Plan, as the
Committee shall approve.

         (b) The  granting  of a Stock  Option  in any year  shall  not give the
Grantee any right to similar  grants in future years or any right to be retained
in the employ of the Company or any  Subsidiary or interfere in any way with the
right of the Company or such Subsidiary to terminate an Employee's employment at
any time.

         (c)  Notwithstanding any other provision of the Plan, the Company shall
not be required to issue or deliver any certificate or  certificates  for shares
of Stock under the Plan prior to fulfillment of all of the following conditions:

                  (i) The  listing,  or  approval  for  listing  upon  notice of
issuance, of such shares on the New York Stock Exchange;

                  (ii) Any  registration or other  qualification  of such shares
under any state or federal law or  regulation,  or the  maintaining in effect of
any such  registration  or other  qualification  which the Committee may, in its
discretion upon the advice of counsel, deem necessary or advisable; and

                  (iii) The obtaining of any other  consent,  approval or permit
from any state or federal  governmental  agency which the Committee  may, in its
discretion upon the advice of counsel, determine to be necessary or advisable.

         (d) The  Company  shall  have the right to deduct  from any  payment or
distribution  under  the Plan  any  federal,  state  or local  taxes of any kind
required by law to be  withheld  with  respect to such  payments or to take such
other action as may be necessary to satisfy all  obligations  for the payment of
such taxes. In case distributions are made in shares of Stock, the Company shall
have the right to retain  the value of  sufficient  shares of Stock to equal the
amount of tax to be withheld  for such  distributions  or require a recipient to
pay the  Company  for any such taxes  required  to be withheld on such terms and
conditions prescribed by the Committee.

         (e) No Grantee shall have any of the rights of a shareholder  by reason
of a Stock Option until it is exercised.

         (f) This Plan shall be construed  and enforced in  accordance  with the
laws of the State of Delaware  (without  regard to the  legislative  or judicial
conflict of laws rules of any state), except to the extent superseded by federal
law.

SECTION 12.  AMENDMENT AND TERMINATION

         (a) The Plan  shall  terminate  on August  1, 2005 and no Stock  Option
shall be  granted  hereunder  after  that  date,  provided  that the  Board  may
terminate the Plan at any time prior thereto.

         (b) The Board may amend the Plan at any time without  notice,  provided
however, that the Board may not, without prior approval by the shareholders, (i)
increase  the maximum  number of shares of Stock for which Stock  Options may be
granted (except as contemplated by the provisions of Section 9), (ii) materially
increase  the  benefits  accruing  to  participants  under  the  Plan  or  (iii)
materially  modify the  requirements as to eligibility for  participation in the
Plan.

         (c) No termination or amendment of the Plan may, without the consent of
a Grantee to whom a Stock Option shall theretofore have been granted,  adversely
affect the rights of such Grantee under such Stock Option.

SECTION 13.  EFFECTIVE DATE AND SHAREHOLDERS' APPROVAL

         The Plan shall  become  effective  as of August 30, 1995 subject to its
approval by the affirmative votes of the holders of a majority of the securities
of the Company  present,  or  represented,  and  entitled to vote thereon at the
Annual Meeting of Shareholders of the Company or any adjournment or postponement
thereof.
Exhibit 4.2
                RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
                                       OF
                            THE SHERWOOD GROUP, INC.

                  It is hereby certified that

                           1. The name of the Corporation is THE SHERWOOD GROUP,
                  INC. (hereinafter referred to as the "Corporation").

                           2. The address of its registered  office in the State
                  of Delaware is 229 South State  Street,  in the city of Dover,
                  County of Kent,  19901.  The name of its  registered  agent at
                  such address is Prentice Hall Corporate Services.

                           3. The  nature  of the  business  or  purposes  to be
                  conducted  or  promoted  is to  engage  in any  lawful  act or
                  activity for which  corporations  may be  organized  under the
                  General Corporation Law of Delaware.

                           4. The total number of shares of all classes of stock
                  that  the  Corporation   shall  have  authority  to  issue  is
                  51,000,000,  of which  1,000,000  shares  shall  be  Preferred
                  Stock,  par value $.01 per share,  ("Preferred  Stock") and of
                  which 50,000,000  shares shall be Common Stock, par value $.01
                  per  share   ("Common   Stock"),   and  the   voting   powers,
                  designations,   preferences   and   relative,   participating,
                  optional  or  other  special  qualifications,  limitations  or
                  restrictions thereof are set forth hereinafter:

                                    1.      Preferred Stock

                                            (a)  The  Preferred   Stock  may  be
                           issued in one or more series,  each of which shall be
                           distinctively  designated,  shall  rank  equally  and
                           shall  be  identical   in  all  respects   except  as
                           otherwise provided in subsection 1(b) of this Section
                           4.

                                            (b)  Authority  is hereby  vested in
                           the Board of Directors to issue from time to time the
                           Preferred  Stock  of any  series  and to state in the
                           resolution or resolutions  providing for the issuance
                           of shares of any series the  voting  powers,  if any,
                           designations,      preferences      and     relative,
                           participating,  optional or other special rights, and
                           the  qualifications,  limitations or  restrictions of
                           such  series  to the  full  extent  now or  hereafter
                           permitted  by the law of the  State  of  Delaware  in
                           respect  of the  matters  set forth in the  following
                           clauses (1) to (viii) inclusive;

                                                     (i)      The number of 
                           shares to constitute such series, and the distinctive
                           designations thereof;

                                                     (ii)     the voting powers,
                           full or limited, if any, of such series;

                                                     (iii)    the rate of 
                           dividends payable on shares of such
                           series,  the  conditions  on which and the times when
                           such dividends are payable, the preference to, or the
                           relation to, the payment of the dividends  payable on
                           any other class,  classes or series of stock, whether
                           cumulative or non-cumulative and, if cumulative,  the
                           date form which  dividends  on shares of such  series
                           shall be cumulative;

                                                     (iv)     the redemption 
                           price or prices, if any, and the terms and conditions
                           on which shares of such series shall be redeemable;

                                                     (v)      the requirement of
                           any sinking fund or funds to be applied to the 
                           purchase or redemption of shares of such series and,
                           if so, the amount of such fund or funds and the 
                           manner of application;

                                                     (vi)     the rights of 
                           shares of such series upon the liquidation, 
                           dissolution or winding up of, or upon any 
                           distribution of the assets of, the Corporation;

                                                     (vii)    the rights, if 
                           any, of the holders of shares of such
                           series  to  convert  such  shares  into,  or to
                           exchange such shares for,  shares of any other class,
                           classes or series of stock and the price or prices or
                           the rates of exchange  and the  adjustments  at which
                           such shares shall be convertible or exchangeable, and
                           any other terms and conditions of such  conversion or
                           exchange;

                                                     (viii)   any other 
                           preferences and relative, participating,
                           optional  or other  special  rights of shares of such
                           series,    and    qualifications,    limitations   or
                           restrictions  including,   without  limitation,   any
                           restriction on an increase in the number of shares of
                           any   series    theretofore    authorized   and   any
                           qualifications, limitations or restrictions of rights
                           or powers to which shares of any future  series shall
                           be subject.

                                            (c) The number of authorized  shares
                           of  Preferred  Stock may be increased or decreased by
                           the affirmative  vote of the holders of a majority of
                           the votes of all classes of voting  securities of the
                           Corporation  without  a class  vote of the  Preferred
                           Stock,  or any series  thereof,  except as  otherwise
                           provided in the resolution or resolutions  fixing the
                           voting rights of any series of the Preferred Stock.

                                    2.      Common Stock

                                            At every meeting of the stockholders
                           of the  Corporation (or with respect to any action by
                           written   consent   in   lieu   of   a   meeting   of
                           stockholders),  each share of Common  Stock  shall be
                           entitled to one (1) vote (whether  voted in person by
                           the holder  thereof or by proxy) on all matters which
                           may lawfully be  submitted to a vote of  stockholders
                           (except to the extent otherwise required by law).

                                            At the time at which  this  Restated
                           Certificate of Incorporation  becomes effective,  the
                           par value of each  share of Common  Stock,  par value
                           $.10 per  share,  issued and  outstanding  as at such
                           time, shall be reduced to $.01 per share.

                           5. The Corporation is to have perpetual existence.

                           6. In furtherance and not in limitation of the powers
                  conferred  by statute,  the board of  directors  is  expressly
                  authorized:

                                    To make,  alter or repeal the by-laws of the
                          corporation.

                                     To  authorize  and  cause  to  be  executed
                           mortgages  and  liens  upon  the  real  and  personal
                           property of the corporation.

                                    To set  apart out of any of the funds of the
                           corporation  available  for  dividends  a reserve  or
                           reserves  for any proper  purpose  and to abolish any
                           such reserve in the manner in which it was created.

                                    By  a  majority  of  the  whole  board,   to
                           designate one or more  committees,  each committee to
                           consist  of  two or  more  of  the  directors  of the
                           corporation.  The  board  may  designate  one or more
                           directors as alternate members of any committee,  who
                           may replace any absent or disqualified  member at any
                           meeting of the committee.  Any such committee, to the
                           extent  provided in the  resolution or in the by-laws
                           of the  corporation,  shall have and may exercise the
                           powers of the board of directors in the management of
                           the business and affairs of the  corporation  and may
                           authorize the seal of the  corporation  to be affixed
                           to  all  papers  which  may  require  it;   provided,
                           however,  the by-laws may provide that in the absence
                           or  disqualification of any member or members thereof
                           the members or members thereof present at any meeting
                           and not disqualified  from voting,  whether or not he
                           or they constitute a quorum, may unanimously  appoint
                           another  member of the board of  directors  to act at
                           the  meeting  in the  place  of any  such  absent  or
                           disqualified member.

                                    When authorized by the  affirmative  vote of
                           the  holders  of  majority  of the stock  issued  and
                           outstanding   having   voting   power   given   at  a
                           stockholders' meeting duly called upon such notice as
                           is  required by statute,  or when  authorized  by the
                           written  consent of the  holders of a majority of the
                           voting stock issued and  outstanding,  to sell, lease
                           or exchange all or substantially  all of the property
                           and  assets of the  corporation,  including  its good
                           will and its  corporate  franchises,  upon such terms
                           and conditions and for such consideration,  which may
                           consist  in whole  or in part of  money  or  property
                           including shares of stock in, and/or other securities
                           of, any other  corporation  or  corporations,  as its
                           board of directors  shall deem  expedient and for the
                           best interests of the corporation.

                           7.               (a)      No person serving as a 
                                    director of the Corporation shall be
                                    liable to the Corporation or its 
                                    shareholders for monetary damages for breach
                                    of fiduciary duty as a director, provided 
                                    that this provision shall not eliminate or 
                                    limit the liability of a director (1) for 
                                    any breach of the director's duty of loyalty
                                    to the Corporation or its stockholders, (ii)
                                    for acts or omissions not in good faith or 
                                    which involve intentional misconduct or
                                    a knowing violation of law, (iii) under 
                                    Section 174 of the Delaware General
                                    Corporation Law, or  (iv) for any 
                                    transaction from which the director derived
                                    an improper personal benefit.

                                            (b)   (i)  The   corporation   shall
                                    indemnify,  subject to the  requirements  of
                                    subsection   (iii)  of  this  Section,   any
                                    person,    or   his    heirs    and    legal
                                    representatives, who was or is a party or is
                                    threatened   to  be  made  a  party  of  any
                                    threatened,  pending  or  completed  action,
                                    suit or proceeding, whether civil, criminal,
                                    administrative or  investigative,  by reason
                                    of the  fact  that he is or was a  director,
                                    officer,   employee   or  agent  of  another
                                    corporation,   partnership,   joint  venture
                                    trust or other enterprise,  against expenses
                                    (including   attorneys'  fees),   judgments,
                                    fines  and   amounts   paid  in   settlement
                                    actually and  reasonably  incurred by him in
                                    connection   with  such   action,   suit  or
                                    proceeding  if he acted in good faith and in
                                    a manner he 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
                                    reasonable  cause to believe his conduct was
                                    unlawful; except that, as to any threatened,
                                    pending or completed action or suit by or in
                                    the   right   of   the   Corporation,   such
                                    indemnification shall be limited to expenses
                                    (including  attorneys'  fees)  actually  and
                                    reasonably  incurred in connection  with the
                                    defense or  settlement  of the case,  and in
                                    respect of any such  claim,  issue or matter
                                    as to which  such  person  shall  have  been
                                    adjudged  to be  liable  for  negligence  or
                                    misconduct in the performance of his duty to
                                    the  Corporation,  shall not be made without
                                    court approval.

                                            (ii) To the extent  that a director,
                                    officer,    employee   or   agent   of   the
                                    corporation   shall  be  successful  on  the
                                    merits  or   otherwise  in  defense  of  any
                                    action,  suit or  proceeding  referred to in
                                    subsection  (a)  of  this  Section,   or  in
                                    defense  of  any  claim,   issue  or  matter
                                    therein, the Corporation shall indemnify him
                                    against expenses (including attorneys' fees)
                                    actually and  reasonably  incurred by him in
                                    connection therewith.

                                            (iii)  Any   indemnification   under
                                    subsection  (i)  of  this  Section   (unless
                                    ordered  by a  court)  shall  be made by the
                                    Corporation   only  as   authorized  in  the
                                    specific case upon a determination  that the
                                    director, officer, employee or agent has met
                                    the applicable standard of conduct set forth
                                    in  subsection  (a) of  this  Section.  Such
                                    determination shall be made (1) by the Board
                                    of Directors by a majority  vote of a quorum
                                    consisting of directors who were not parties
                                    to such action,  suit or proceeding,  of (2)
                                    if such quorum is not  obtainable,  or, even
                                    if  obtainable,  a quorum  of  disinterested
                                    directors so directs,  by independent  legal
                                    counsel in a written opinion,  or (3) by the
                                    stockholders.

                                            (iv) The  Corporation  shall  pay in
                                    advance of the final  disposition of a civil
                                    or  criminal  action,   suit  or  proceeding
                                    expenses  incurred by a  director,  officer,
                                    employee or agent in defending  such action,
                                    suit  or  proceeding   upon  receipt  of  an
                                    undertaking by or on behalf of the director,
                                    officer,  employee  or agent  to repay  such
                                    amount if it shall  ultimately be determined
                                    that he is not entitled to be indemnified by
                                    the   Corporation   as  authorized  in  this
                                    Section.

                                            (v) The indemnification  provided by
                                    this Section shall not limit the Corporation
                                    from  providing  any  other  indemnification
                                    permitted  by law  nor  shall  it be  deemed
                                    exclusive of any other rights to which those
                                    indemnified   may  be  entitled   under  any
                                    by-law,  agreement,  vote of stockholders or
                                    disinterested  directors or otherwise,  both
                                    as to action in his official capacity and as
                                    to action in another  capacity while holding
                                    such  office,  and  shall  continue  as to a
                                    person who has  ceased to be a  director  or
                                    officer,  and shall  inure to the benefit of
                                    the heirs,  executors and  administrators of
                                    such a person.

                           8.       (a)     Except as otherwise expressly 
                  provided in paragraph c of this Section B:

                                            (i)      any merger or consolidation
                  of the Corporation of any Subsidiary (as hereinafter defined) 
                  with or into any Major Stockholder (as hereinafter defined), 
                  or

                                            (ii)     any sale, lease, exchange, 
                  mortgage, pledge, transfer or other disposition to or with any
                  Major Stockholder of all or substantially all of the assets of
                  the Corporation, or

                                            (iii)    the adoption of any plan or
                  proposal for the liquidation or dissolution of the 
                  Corporation;

                  shall require the affirmative vote ofd the holders of at least
                  eighty  percent (80%) of the votes  entitled to be cast by the
                  holders of the  outstanding  Class A Stock and Common Stock of
                  the   Corporation   voting  together  as  one  class  ("Voting
                  Shares").    Such   affirmative   vote   shall   be   required
                  notwithstanding the fact that no vote may be required, or that
                  some lesser percentage may be specified, by law or otherwise.

                                    (b) For the  purposes of this Section 8, (i)
                  "Major   Stockholder"   shall  mean  any   individual,   firm,
                  corporation  (other  than the  Corporation)  or  other  entity
                  which,  as  of  the  record  date  for  the  determination  of
                  stockholders  entitled  to notice of and to vote on any of the
                  transactions   described  in  clauses  (i)  through  (iii)  of
                  paragraph (a) of this Section 8, or  immediately  prior to the
                  consummation of any such transaction,  is the beneficial owner
                  of 10% or more of the votes  represented by the Voting Shares;
                  (ii) an individual, firm, corporation or other entity shall be
                  deemed to be the  beneficial  owner of any  Voting  Shares (x)
                  which it has the right to acquire  pursuant to any  agreement,
                  or upon  the  exercise  of  conversion  rights,  warrants,  or
                  options,  or otherwise,  or (y) which are beneficially  owned,
                  directly or indirectly  [including shares deemed owned through
                  the application of clause (a) above], by it or any "affiliate"
                  or  "associate"  (as those  terms are defined in Rule 12b-2 of
                  the General Rules and  Regulations  under the  Securities  and
                  Exchange Act of 1934) of it, or by any other individual, firm,
                  corporation  or other entity with which it or any  "affiliate"
                  or  "associate"  (as defined  above) of it has any  agreement,
                  arrangement  or  understanding  for the purpose of  acquiring,
                  holding, voting or disposing of any shares of capital stock of
                  the  Corporation;  (iii) the  outstanding  Voting Shares shall
                  include  shares  deemed  owned by a Major  Stockholder  (or an
                  individual,  firm,  corporation or other entity deemed a Major
                  Stockholder) through the application of clauses (x) and (y) of
                  clause  (ii)  above  but shall not  include  any other  Voting
                  Shares which may be issuable by the  Corporation  to any other
                  individual,  firm, corporation or other entity pursuant to any
                  agreement, or upon exercise of conversion rights, warrants, or
                  options,  or otherwise;  and (iv) "Subsidiary"  shall mean any
                  corporation  of  which a  majority  of any  class  of  "equity
                  security"  (as defined in Rule 3all-1 of the General Rules and
                  Regulations  under  the  Securities  Exchange  Act of 1934) is
                  owned, directly or indirectly, by the Corporation.

                                    (c) The  provisions  of this Section 8 shall
                  not apply to any transaction  described in clauses (i) or (ii)
                  of paragraph (a) of this Section 8 (i) if the  Corporation  is
                  then, and at all times  throughout the preceding twelve months
                  has been,  directly or indirectly,  the beneficial  owner of a
                  majority of each class of the outstanding  "equity securities"
                  (as defined above) of the Major  Stockholder  which is a party
                  to such  transaction,  (ii) if the Board of  Directors  of the
                  Corporation  shall by resolution have approved a memorandum of
                  understanding  with the Major  Stockholder which is a party to
                  such  transaction,  consistent  in  material  terms  with such
                  transaction,  prior to the time such Major  Stockholder  shall
                  have  become a  beneficial  owner of 10% or more of the  votes
                  represented by the Voting Shares, or (iii) if such transaction
                  is approved by a resolution  adopted prior to the consummation
                  of  such  transaction  by the  affirmative  vote of 70% of the
                  whole Board of Directors of the Corporation (the "whole Board"
                  being a number of directors which the  Corporation  would have
                  if there were no  vacancies),  provided that a majority of the
                  members of the Board of  Directors  voting for the approval of
                  such  transaction  were duly elected and acting members of the
                  Board of  Directors  prior to the  later of (a) the date  that
                  such Major  Stockholder first became a beneficial owner of 10%
                  or more of the votes  represented  by the Voting Shares or (b)
                  January  1,  1987 or  such  majority  were  the  designees  or
                  nominees of such members of the Board of Directors.

                                    (d)  Notwithstanding any other provisions of
                  the  Certificate  of  Incorporation  or  the  By-Laws  of  the
                  Corporation  (and  notwithstanding  the fact that some  lesser
                  percentage  may  be  specified  by  law,  the  Certificate  of
                  Incorporation  or  the  By-Laws  of  the   Corporation),   any
                  amendment,  alteration,  change or repeal of this Section 8 of
                  the Certificate of Incorporation shall require the affirmative
                  vote of the  holders of at least  eighty  percent  (80% of the
                  votes represented by the Voting Shares.

                           9. Whenever a compromise or  arrangement  is proposed
                  between  this  Corporation  and its  creditors or any class of
                  them and/or between this  Corporation and its  stockholders or
                  any class of them, any court of equitable  jurisdiction within
                  the State of Delaware may, on the application in a summary way
                  of this Corporation or any creditor or stockholder thereof, or
                  on the application o f any receiver or receivers appointed for
                  this Corporation  under the provisions of Section 291 of Title
                  8 of the Delaware  Code or on the  application  of trustees in
                  dissolution  or any receiver or receivers  appointed  for this
                  Corporation  under the provisions of Section 279 of Title 8 of
                  the Delaware Code order a meeting of the creditors or class of
                  creditors, and/or of the stockholders or class of stockholders
                  of this  Corporation,  as the case may be, to be  summoned  in
                  such manner as the said court directs. If a majority in number
                  representing  three-fourths in value of the creditors or class
                  of  creditors,   and/or  of  the   stockholders  or  class  of
                  stockholders of this Corporation, as the case may be, agree to
                  any compromise or  arrangement  and to any  reorganization  of
                  this   Corporation  as  consequence  of  such   compromise  or
                  arrangement,  the said  compromise or arrangement and the said
                  reorganization  shall, if sanctioned by the court to which the
                  said  application  has  been  made,  be  binding  on  all  the
                  creditors   or  class  of   creditors,   and/or   on  all  the
                  stockholders or class of stockholders, of this Corporation, as
                  the case may be, and also on this Corporation.

                           10.  (a)   Commending   with  the  first  meeting  of
                  shareholder at which directors are to be elected following the
                  effective date of this Restated  Certificate of Incorporation,
                  the  directors of the  Corporation  shall be  classified  with
                  respect to the time for which they shall severally hold office
                  by dividing  them into three (3) classes,  each class to be as
                  nearly equal in number as  possible,  which  classes  shall be
                  designated  as Class 1,  Class 2 and Class 3.  Subject  to the
                  provisions hereof, the number of directors in each class shall
                  from time to time be  designated  by the Board of Directors of
                  the  Corporation.  The  Class 1  directors  shall  be  elected
                  initially  for a term of one year which  term shall  expire at
                  the  first  Annual  Meeting  of  Shareholders   following  the
                  classification  of  the  Board  of  Directors,   the  Class  2
                  directors  shall be elected  initially for a term of two years
                  which term shall expire at the Annual Meeting of  Shareholders
                  following the  classification  of the Board of Directors,  and
                  the Class 3 directors shall be elected initially for a term of
                  three (3) years  which term shall  expire at the third  Annual
                  Meeting   of   Shareholders   to   be   held   following   the
                  classification  of the  Board  of  Directors.  At each  Annual
                  Meeting,  commencing  with the first Annual Meeting to be held
                  following the  classification  of the Board of Directors,  the
                  successors  to the class shall be elected to hold office for a
                  term of three years so that the term of office of one class of
                  directors shall expire each year.

                                    (b)  Notwithstanding any other provisions of
                  the  Certificate  of  Incorporation  or  the  By-Laws  of  the
                  Corporation  (and  notwithstanding  the fact that some  lesser
                  percentage  may  be  specified  by  law,  the  Certificate  of
                  Incorporation  or  the  By-Laws  of  the   Corporation),   any
                  amendment,  alteration, change or repeal of this Section 10 of
                  the Certificate of Incorporation shall require the affirmative
                  vote of the holders of at least  eighty  percent  (80%) of the
                  votes represented by the Voting Shares.

                           11.  Meeting of  stockholders  may be held  within or
                  without the State of Delaware, as the By-laws may provide. The
                  books of the Corporation may be kept (subject to any provision
                  contained  in the  statutes)  outside the State of Delaware at
                  such place or places as may be designated from time to time by
                  the Board of Directors  or in the By-laws of the  Corporation.
                  Elections of directors need not be by written  ballot,  unless
                  the By-Laws of the Corporation shall so provide.

                           12.  The  Corporation  reserves  the  right to amend,
                  alter,  change  or  repeal  any  provision  contained  in this
                  Restated  Certificate of Incorporation,  in the manner now, or
                  hereafter prescribed by statute, and all rights conferred upon
                  stockholders herein are granted subject to this reservation.
Exhibit 4.3
                            CERTIFICATE OF AMENDMENT
                                       TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            THE SHERWOOD GROUP, INC.

         The Sherwood  Group,  Inc., a corporation  organized and existing under
and by virtue of  Section  242 of the  General  Corporation  Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:

         1. By Unanimous Written Consent dated August 19, 1997, resolutions were
duly  adopted  by the Board of  Directors  of the  Corporation  setting  forth a
proposed  amendment  of  the  Restated   Certificate  of  Incorporation  of  the
Corporation filed on February 4, 1987 with the Delaware Department of State (the
"Certificate"),  declaring  said amendment to be advisable and calling a meeting
of the  stockholders of the Corporation for  consideration  thereof  pursuant to
Section 222 of the General Corporation Law of the State of Delaware.

         2. At an annual meeting of the  stockholders of the Corporation held on
October 21, 1997,  resolutions to amend the  Certificate  were proposed and duly
adopted  by a  sufficient  number  of shares  entitled  to vote as  required  by
Delaware law. The resolution setting forth the proposed amendment is as follows:

         "RESOLVED, that the Corporation's Certificate of Incorporation shall be
amended as follows:

         Article 4 is amended and restated in its entirety as follows:

                  "4.  The total  number of shares of all  classes of stock that
the Corporation shall have authority to issue is 51,000,000,  of which 1,000,000
shares shall be Preferred  Stock, par value $.01 per share  ("Preferred  Stock")
and of which  50,000,000  shares shall be Common Stock, par value $.01 per share
("Common Stock"), and the voting powers, designations, preferences and relative,
participating,   optional  or  other  special  qualifications,   limitations  or
restrictions thereof are set forth hereinafter:

         1.       Preferred Stock

                  (a) The  Preferred  Stock may be issued in one or more series,
each of which shall be distinctively designated, shall rank equally and shall be
identical in all respects  except as otherwise  provided in  subsection  1(b) of
this Section 4.

                  (b)  Authority  is hereby  vested in the Board of Directors to
issue  from time to time the  Preferred  Stock of any series and to state in the
resolution or resolutions providing for the issuance of shares of any series the
voting powers, if any,  designations,  preferences and relative,  participating,
optional  or  other  special  rights,  and the  qualifications,  limitations  or
restrictions of such series to the full extent now or hereafter permitted by the
law of the  State  of  Delaware  in  respect  of the  matters  set  forth in the
following clauses (i) to (viii) inclusive;

                           (i)      the number of shares to constitute such
         series, and the distinctive designations thereof;

                           (ii)     the voting powers, full or limited, if any, 
         of such series;

                           (iii) the rate of dividends payable on shares of such
         series,  the  conditions on which and the times when such dividends are
         payable,  the  preference  to, or the  relation  to, the payment of the
         dividends  payable  on any  other  class,  classes  or series of stock,
         whether cumulative or non-cumulative and, if cumulative,  the date from
         which dividends on shares of such series shall be cumulative;

                           (iv) the redemption price or prices,  if any, and the
         terms  and   conditions  on  which  shares  of  such  series  shall  be
         redeemable;

                           (v) the  requirement  of any sinking fund or funds to
         be applied to the purchase or  redemption of shares of such series and,
         if so, the amount of such fund or funds and the manner of application;

                           (vi) the  rights of shares  of such  series  upon the
         liquidation,  dissolution or winding up of, or upon any distribution of
         the assets of, the Corporation;

                           (vii) the rights, if any, of the holders of shares of
         such series to convert  such shares  into,  or to exchange  such shares
         for,  shares of any  other  class,  classes  or series of stock and the
         price or prices or the rates of exchange and the  adjustments  at which
         such shares shall be convertible or  exchangeable,  and any other terms
         and conditions of such conversion or exchange;

                           (viii)   any   other    preferences   and   relative,
         participating,  optional  or other  special  rights  of  shares of such
         series,  and  qualifications,  limitations or  restrictions  including,
         without  limitation,  any  restriction  on an increase in the number of
         shares of any series  theretofore  authorized  and any  qualifications,
         limitations or  restrictions of rights or powers to which shares of any
         future series shall be subject.

                  (c) The number of authorized  shares of Preferred Stock may be
increased or decreased by the  affirmative  vote of the holders of a majority of
the votes of all classes of voting securities of the Corporation without a class
vote of the Preferred Stock, or any series thereof, except as otherwise provided
in the resolution or  resolutions  fixing the voting rights of any series of the
Preferred Stock.

         2.       Common Stock
                  At every meeting of the  stockholders  of the  Corporation (or
with  respect  to any  action  by  written  consent  in  lieu  of a  meeting  of
stockholders),  each share of Common  Stock  shall be  entitled  to one (1) vote
(whether voted in person by the holder thereof or by proxy) on all matters which
may  lawfully  be  submitted  to a vote of  stockholders  (except  to the extent
otherwise required by law).

         At the time at which this Restated Certificate of Incorporation becomes
effective,  the par value of each  share of  Common  Stock,  par value  $.10 per
share,  issued and  outstanding  as at such  time,  shall be reduced to $.01 per
share."

         3.       The  following   votes  were  cast  in  connection   with  the
                  aforementioned  amendment:  10,077,542  votes in favor  46,900
                  votes against 7,725 votes abstained

         4. The amendment was duly adopted in accordance  with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed by Arthur Kontos, its President, this 21st day of October, 1997.

                                          THE SHERWOOD GROUP, INC.

                                          /s/  Arthur Kontos
                                          Arthur Kontos
                                          President and Chief Executive Officer

ATTEST:

      /s/  Laura Singer
Laura Singer, Assistant Secretary
Exhibit 4.4

                                     BY-LAWS
                                       OF
   
                      THE SHERWOOD GROUP, INC., AS AMENDED
    

                                    ARTICLE I
                                     OFFICES
         Section 1. The registered office shall be in the city of Dover,  County
         of Kent,  State of Delaware.  Section 2. The  corporation may also have
         offices at such other places both within and without the State
of Delaware as the board of  directors  may from time to time  determine  or the
business of the corporation may require.
                                   ARTICLE II
                             MEETING OF STOCKHOLDERS
         Section  1.  All  meetings  of the  stockholders  for the  election  of
directors shall be held in the City of Jersey City,  State of New Jersey,  or at
such other place as may be fixed from time to time by the board of directors, or
at such other place  either  within or without the State of Delaware as shall be
designated  from time to time by the board of directors and stated in the notice
of the meeting.  Meetings of  stockholders  for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
         Section 2. Annual  meetings of  stockholders,  commencing with the year
1969,  shall be held on the 1st day of August if not a legal  holiday,  and if a
legal  holiday,  then on the next secular day  following,  at 11 A.M. or at such
other  date and time as shall be  designated  from  time to time by the board of
directors and stated in the notice of the meeting,  at which they shall elect by
a plurality  vote a board of directors,  and transact such other business as may
properly be brought before the meeting.
         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each  stockholder  entitled to vote at
such  meeting  not less than ten nor more than fifty days before the date of the
meeting.
         Section  4. The  officer  who has  charge  of the  stock  ledger of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting is to be held,  which place be  specified  in the notice of the meeting,
or, if not so specified,  at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting  during the
whole time thereof, and may be inspected by any stockholder who is present.
         Section 5.  Special  meetings of the  stockholders,  for any purpose or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  may be  called  by the  president  and  shall be  called  by the
president  or  secretary at the request in writing of a majority of the board of
directors,  or at the  request in writing of  stockholders  owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled  to vote.  Such  request  shall  state the  purpose or  purposes of the
proposed meeting.
         Section 6. Written notice of a special meeting stating the place,  date
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called,  shall be given not less than ten nor more than  fifty  days  before the
date of the meeting, to each stockholder entitled to vote at such meeting.
         Section 7. Business  transacted at any special  meeting of stockholders
shall be limited to the purposes stated in the notice.
         Section  8.  The  holders  of  a  majority  of  the  stock  issued  and
outstanding  and entitled to vote,  present in person or  represented  by proxy,
shall  constitute  a  quorum  at  all  meetings  of  the  stockholders  for  the
transaction  of  business  except as  otherwise  provided  by  statute or by the
Certificate of Incorporation.  If, however,  such quorum shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  If the  adjournment  is for more than  thirty  days,  or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.
         Section  9.  When a quorum is  present  at any  meeting,  the vote of a
majority of the outstanding  stock having voting power shall decide any question
brought  before such  meeting,  unless the question is one upon which by express
provision  of the  statutes or of the  certificate  of  incorporation  or of any
Stockholders  Agreement  which a  different  vote is required in which case such
express provision shall govern and control the decision of such question.
         Section 10. Each stockholder shall at every meeting of the stockholders
be  entitled  to one vote in person or by proxy  for each  share of the  capital
stock having voting power held by such stockholder,  but no proxy shall be voted
on after  three  years  from its date,  unless the proxy  provides  for a longer
period.
         Section 11.  Whenever the vote of  stockholders at a meeting thereof is
required  or  permitted  to be taken  for or in  connection  with any  corporate
action,  by any provision of the statutes,  the meeting and vote of stockholders
may be dispensed with if all of the stockholders who would have been entitled to
vote upon the action if such meeting were held shall  consent in writing to such
corporate action being taken.
                                   ARTICLE III
                                    DIRECTORS
         Section 1. The board of directors shall consist of one or more members,
the number of directors to be fixed from time to time by the board of directors.
         Section 2. Vacancies and newly created directorships resulting from any
increase in the  authorized  number of directors  may be filled by the action of
the board of  directors  or the vote of the  holders  of the  outstanding  stock
having voting power.
         Section  3. The  business  of the  corporation  shall be managed by its
board of directors  which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the  certificate  of
incorporation  or by these by-laws  directed or required to be exercised or done
by its stockholders.
                                             MEETINGS OF THE BOARD OF DIRECTORS
         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
         Section 5. The first  meeting of each newly  elected board of directors
shall  be held at such  time  and  place  as  shall  be fixed by the vote of the
stockholders  at the  annual  meeting  and no  notice of such  meeting  shall be
necessary to the newly  elected  directors in order  legally to  constitute  the
meeting,  provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of  directors,  or in the event  such  meeting is not held at the time and
place so fixed by the  stockholders,  the  meeting  may be held at such time and
place as shall  be  specified  in a notice  given as  hereinafter  provided  for
special  meetings  of the  board of  directors,  or as shall be  specified  in a
written waiver signed by all of the directors.
         Section 6. Regular  meetings of the board of  directors  may be held at
such  time and at such  place as shall  from time to time be  determined  by the
board.
         Section 7. Special meetings of the board may be called by the president
on two  days'  notice  to  each  director,  either  personally  or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors.
         Section 8. At all  meetings of the board a majority of the total number
of directors  shall  constitute a quorum for the transaction of business and the
vote of a majority  of the  directors  present at a meeting at which a quorum is
present  shall be the act of the board of  directors.  If a quorum  shall not be
present at any meeting of the board of directors,  the directors present thereat
may  adjourn  the  meeting  from  time to time  without  notice  other  than the
announcement at the meeting, until a quorum shall be present.
         Section  9.  Unless   otherwise   restricted  by  the   certificate  of
incorporation or these by-laws,  any action required or permitted to be taken at
any meeting of the board of  directors  may be taken  without a meeting,  if all
members of the board,  consent  thereto in writing,  and the writing or writings
are filed with the minutes of proceedings of the board.
         Section  10.  Members  of the Board of  Directors  may  participate  in
meetings of the Board or any  committee  thereof by  conference  telephone  call
provided  that all members of the board  participating  in said meeting may hear
each other, and such  participation  shall constitute  presence in person at the
meeting.
   
         Section  11. The  chairman  of the board shall be a member of the board
and shall be selected by a majority  vote or  unanimous  written  consent of the
members of the board.  He shall  perform such duties as may from time to time be
assigned to him by the board.
    
                            COMPENSATION OF DIRECTORS
   
         Section  12. The  directors  may be paid  their  expenses,  if any,  of
attendance at such meeting of the board of directors and may be paid a fixed sum
for  attendance at each meetings of the board of directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation therefore.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
    
                                   ARTICLE IV
                                     NOTICES
         Section 1.  Whenever,  under the  provisions  of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram.
         Section  2.  Whenever  any  notice is  required  to be given  under the
provisions of the statutes or of the  certificate of  incorporation  or of these
by-laws,  a waiver thereof in writing,  signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
                                    ARTICLE V
                                    OFFICERS
         Section 1. The officers of the corporation shall be chosen by the board
of  directors  and shall be a president,  a  vice-president,  a secretary  and a
treasurer.  The board of directors may also choose  additional  vice-presidents,
and one or more assistant  secretaries and assistant  treasurers.  Any number of
offices may be held by the same person,  unless the certificate of incorporation
or these by-laws otherwise provide.
         Section  2. The board of  directors  at its first  meeting  after  each
annual  meeting  of  stockholders   shall  choose  a  president,   one  or  more
vice-presidents, a secretary and a treasurer.
         Section 3. The board of directors  may appoint such other  officers and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the board.
         Section 4. The salaries of all  officers and agents of the  corporation
shall be fixed by the board of directors.
         Section 5. The  officers of the  corporation  shall hold  office  until
their successors are chosen and qualify. Any officer elected or appointed by the
board of  directors  may be  removed  at any time by the  affirmative  vote of a
majority of the board of directors.  Any vacancy  occurring in any office of the
corporation shall be filled by the board of directors.
                                  THE PRESIDENT
   
         Section 6. The president  shall be the chief  executive  officer of the
corporation,  shall preside at all meetings of the stockholders and the board of
directors,  shall have  general  and active  management  of the  business of the
corporation  and  shall  see that all  orders  and  resolutions  of the board of
directors are carried into effect.
         Section  7. He shall  execute  bonds,  mortgages  and  other  contracts
requiring a seal,  under the seal of the  corporation,  accept where required or
permitted  by law to be  otherwise  signed and  executed  and  accept  where the
signing and  execution  thereof  shall be  expressly  delegated  by the board of
directors to some other officer or agent of the corporation.
    
                               THE VICE-PRESIDENTS
   
         Section  8. In the  absence  of the  president  or in the  event of his
inability or refusal to act, the  vice-president  (or in the event there be more
than one  vice-president,  the  vice-presidents  in the order of their election)
shall perform the duties of the  president,  and when so acting,  shall have all
the  powers  of and be  subject  to all  restrictions  upon the  president.  The
vice-presidents  shall  perform  such other duties and have such other powers as
the board of directors may from time to time prescribe.
    
                      THE SECRETARY AND ASSISTANT SECRETARY
   
         Section 9. The  secretary  shall  attend all  meetings  of the board of
directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  corporation  and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when required. He shall give, or cause to be given notice of all meetings of the
stockholders  and special  meeting of the board of directors,  and shall perform
such other  duties as may be  prescribed  by the board of directors or president
under whose supervision he shall be. He shall have custody of the corporate seal
of the  corporation and he, or an assistant  secretary,  shall have authority to
affix the same to an  instrument  requiring  it and when so  affixed,  it may be
attested by his signature or by the signature of such assistant  secretary.  The
board of directors may give general  authority to any other officer to affix the
seal of the corporation an to attest the affixing by his signature.
         Section 10. The assistant secretary,  or if there be more than one, the
assistant  secretaries in the order  determined by the board of directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the  secretary  or in the event of his  inability,  or refusal to
act,  perform  the  duties and  exercise  the power of the  secretary  and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.
    
                     THE TREASURER AND ASSISTANT TREASURERS
   
         Section 11. The treasurer shall have the custody of the corporate funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the board of directors.
         Section 12. He shall  disburse the funds of the  corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the president and the board of directors, at
its regular  meetings or when the board of directors so requires,  an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
corporation.
         Section 13. If required  by the board of  directors,  he shall give the
corporation  a bond (which shall be renewed ever six weeks) in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors for
the faithful  performance of the duties of his office and for the restoration to
the corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.
         Section  14. The  assistant  treasurer,  or if there shall be more than
one, the assistant  treasurers in the order determined by the board of directors
(or if there be no such  determination,  then in the  order of their  election),
shall,  in the  absence of the  treasurer  or in the event of his  inability  or
refusal to act,  perform the duties and exercise the power of the  treasurer and
shall  perform  such other  duties  and have such  other  powers as the board of
directors may from time to time prescribe.
    
                                   ARTICLE VI
                              CERTIFICATES OF STOCK
         Section 1. Every holder of stock in the  corporation  shall be entitled
to have a  certificate,  signed  by, or in the name of the  corporation  by, the
chairman or  vice-chairman  of the board of  directors,  or the  president  or a
vice-president and the treasurer or an assistant treasurer,  or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.
         Section 2. Where a certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation  or .its employee,  any other  signature on the  certificate  may be
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  if may be issued by the corporation  with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES
         Section  3. The board of  directors  may  direct a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the board of directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.
                               TRANSFERS OF STOCK
         Section 4. Upon  surrender to the  corporation or the transfer agent of
the  corporation  of a certificate  for shares duly endorsed or  accompanied  by
proper evidence of succession,  assignment or authority to transfer, it shall be
the duty of the  corporation to issue a new  certificate to the person  entitled
thereto, cancel the old certificate and record the transaction upon its books.
                               FIXING RECORD DATE
         Section 5. In order that the corporation may determine the stockholders
entitled  to  notice  of or to  vote  at  any  meeting  or  stockholders  or any
adjournment  thereof,  or to  express  consent  to  corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the board of directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
                             REGISTERED STOCKHOLDERS
         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.
                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS
         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of  incorporation,  if any, may be declared
by the board of  directors at any regular or special  meeting,  pursuant to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the certificate of incorporation.
         Section 2. Before  payment of any dividend,  there may be set aside out
of any funds of the corporation  available for dividends such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conductive  to  the  interest  of the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.
                                ANNUAL STATEMENT
         Section 3. The board of directors shall present at each annual meeting,
and at any special  meeting of the  stockholders  when called for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.
                                     CHECKS
         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate.
                                                        FISCAL YEAR
         Section  5.  The  fiscal  year of the  corporation  shall  be  fixed by
resolution of the board of directors.
                                                            SEAL
         Section 6. The corporate seal shall have inscribed  thereon the name of
the  corporation,  the year of its  organization and then words "Corporate Seal,
Delaware".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.
                                  ARTICLE VIII
                                   AMENDMENTS
         Section 1. These  by-laws  may be  altered,  amended or repealed or new
by-laws may be adopted by the  stockholders  or by the board of directors,  when
such  power is  conferred  upon the board of  directors  by the  certificate  of
incorporation  at any  regular  meeting of the  stockholders  or of the board of
directors  or at any  special  meeting  of the  stockholders  or of the board of
directors  if notice of such  alteration,  amendment,  repeal or adoption of new
by-laws be contained in the notice of such special meeting.
Exhibit 5

                                December 8, 1997

The Sherwood Group, Inc.
Exchange Place Centre
10 Exchange Place
Jersey City, New Jersey  07302-3913

         Re:      The Sherwood Group, Inc.

Gentlemen:

         We have acted as counsel to The Sherwood Group, Inc. (the "Company") in
connection  with all  proceedings  relating to the  authorization  and  proposed
issuance  and sale by you of shares of common  stock,  par value  $.01 per share
("Common  Stock") upon the  exercise of stock  options  granted  pursuant to The
Sherwood  Group,  Inc.  1995 Stock Option Plan,  as amended,  (the  "Plan"),  as
described  in  the  Registration   Statement  on  Form  S-8  (the  "Registration
Statement"),  filed by you with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Act").

                  Based upon our  examination of such documents and  proceedings
as we have deemed necessary and pertinent, we are of the opinion that:

         1.       The Sherwood Group, Inc. (the "Company") is a corporation duly
organized and existing under the laws of the State of Delaware;

         2.       The Plan has been duly authorized and approved by the Board of
Directors and the stockholders of the Company;

         3. The shares of Common Stock reserved by the Board of Directors of the
Company for issuance upon the exercise of stock  options  granted under the Plan
have been duly authorized;

         4. When the shares of Common  Stock are issued upon the due exercise of
stock options  granted in accordance  with the Plan, such shares of Common Stock
will be duly and  validly  issued  and  outstanding  and will be fully  paid and
non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the use of our name  under  the  caption  "Legal
Opinions" in the Prospectus forming a part of the Registration Statement.

                                                    Very truly yours,

                                                    CRUMMY, DEL DEO, DOLAN,
                                                    GRIFFINGER & VECCHIONE
                                                    A Professional Corporation
Exhibit 23.1

The Board of Directors
The Sherwood Group, Inc. and Subsidiaries

         We consent to the incorporation by reference herein of our report dated
July  22,  1997,  with  respect  to the  consolidated  statements  of  financial
condition of The Sherwood  Group,  Inc. and  Subsidiaries as of May 31, 1997 and
1996, and the related consolidated  statements of income,  stockholders' equity,
and cash  flows for each of the  years in the  three-year  period  ended May 31,
1997,  which  report  appears in the Form 10-K of The Sherwood  Group,  Inc. and
Subsidiaries dated May 31, 1997.

                                                     KPMG Peat Marwick, LLP

New York, New York
December 5, 1997