SC 13E4/A

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

                          AMENDMENT NO. 2 TO
                            SCHEDULE 13E-4

                     Issuer Tender Offer Statement
                 (Pursuant to Section 13(e)(1) of the
                   Securities Exchange Act of 1934)

                         EMERGENT GROUP, INC.
                           (Name of Issuer)

                         EMERGENT GROUP, INC.
                   (Name of Person Filing Statement)

   Class A Common Stock, Par Value $0.05 Per Share ("Class A Stock")
       Common Stock, Par Value $0.05 Per Share ("Common Stock")
                    (Title of Class of Securities)

                       290916204 (Class A Stock)
                       290916105 (Common Stock)
                 CUSIP (Number of Class of Securities)

                          - - - - - - - - - -
                            Robert S. Davis
                  Vice President, Treasurer, and CFO
                         Emergent Group, Inc.
                            P. O. Box 17526
                    15 South Main Street, Suite 750
                         Greenville, SC  29606
                            (803) 235-8056
      (Name, Address and Telephone Number of Person Authorized to
     Receive Notices and Communications on Behalf of the Person(s)
                           Filing Statement)

                               Copy to:
                            William W. Kehl
                            Jo Watson Hackl
                               Attorneys
               Wyche, Burgess, Freeman and Parham, P.A.
                             P. O. Box 728
                        44 East Camperdown Way
                         Greenville, SC  29602
                            (803) 242-8200

                            March 31, 1995
(Date Tender Offer First Published, Sent or Given
to Security Holders)

                       Calculation of Filing Fee

Transaction valuation*                      Amount of filing fee
$1,150,000                                  $230



*Assumes purchase of an aggregate of 1,000,000 shares of Class A
and Common Stock at $1.15 per share

[X]  Check box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting
     fee was previously paid.  Identify the previous filing by
     registration statement number of the Form or Schedule and the
     date of its filing.

     Amount Previously Paid:  $230
     Filing Party:  Emergent Group, Inc.
     Form or Registration No.:  Schedule 13E-4
     Date Filed:  March 31, 1995

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ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

99(a)(1)        Offer to Purchase dated March 31, 1995:
                Incorporated herein by reference to Exhibit
                99(a)(1) to the Company's Schedule 13E-4 filed
                March 31, 1995 (the "Schedule 13E-4").
99(a)(1)(a)     Supplement No. 1 dated April 13, 1995 to Offer to
                Purchase dated March 31, 1995:  Incorporated herein
                by reference to Exhibit 99(a)(1)(a) to the
                Company's Amendment No. 1 to Schedule 13E-4 filed
                April 13, 1995.
99(a)(2)        Form of Letter of Transmittal:  Incorporated herein
                by reference to Exhibit 99(a)(2) to the Schedule
                13E-4.
99(a)(3)        Form of Notice of Guaranteed Delivery:
                Incorporated herein by reference to Exhibit
                99(a)(3) to the Schedule 13E-4.
99(a)(4)        Form of Letter to brokers, dealers, commercial
                banks, trust companies and other nominees dated
                March 31, 1995: Incorporated herein by reference to
                Exhibit 99(a)(4) to the Schedule 13E-4.
99(a)(5)        Form of Letter to clients for use by brokers,
                dealers, commercial banks, trust companies and
                other nominees dated March 31, 1995:  Incorporated
                herein by reference to Exhibit 99(a)(5) to the
                Schedule 13E-4.
99(a)(6)        Form of Letter to shareholders from the Chairman
                and Chief Executive Officer of the Company dated
                March 31, 1995:  Incorporated herein by reference
                to Exhibit 99(a)(6) to the Schedule 13E-4.
99(a)(7)        Form of Press Release dated March 31, 1995:
                Incorporated herein by reference to Exhibit
                99(a)(7) to the Schedule 13E-4.
99(a)(7)(a)     Form of Press Release dated May 1, 1995.
99(a)(8)        Form of Summary Advertisement dated March 31, 1995:
                Incorporated herein by reference to Exhibit
                99(a)(8) to the Schedule 13E-4.
99(a)(8)(a)     Form of Advertisement regarding extension of
                offers.
99(b)           Not applicable.
99(c)(1)        Stock Option Plan and Form of Letter addressed to
                participants:  Incorporated herein by reference to
                Exhibit to the Company's Registration Statement
                (File No. 2-62687).
99(c)(2)        Form of Warrants issued pursuant to Plan of
                Reorganization:  Incorporated herein by reference
                to Exhibit to the Company's Annual Report on Form
                10-K for the year ended December 31, 1985 (File No.
                0-8909).
99(d)           Not applicable.
99(e)           Not applicable.
99(f)           Not applicable.

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     After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.

                           EMERGENT GROUP, INC.


                           By:  /s/ Robert S. Davis
                                 Robert S. Davis
                                 Vice President, Treasurer and
                                 Chief Financial Officer

Dated: May 1, 1995

                                  4



                             EXHIBIT INDEX


Exhibit
99(a)(1)        Offer to Purchase dated March 31, 1995:
                Incorporated herein by reference to Exhibit
                99(a)(1) to the Company's Schedule 13E-4 filed
                March 31, 1995 (the "Schedule 13E-4").
99(a)(1)(a)     Supplement No. 1 dated April 13, 1995 to Offer to
                Purchase dated March 31, 1995:  Incorporated
                herein by reference to Exhibit 99(a)(1)(a) to the
                Company's Amendment No. 1 to Schedule 13E-4 filed
                April 13, 1995.
99(a)(2)        Form of Letter of Transmittal:  Incorporated
                herein by reference to Exhibit 99(a)(2) to the
                Schedule 13E-4.
99(a)(3)        Form of Notice of Guaranteed Delivery:
                Incorporated herein by reference to Exhibit
                99(a)(3) to the Schedule 13E-4.
99(a)(4)        Form of Letter to brokers, dealers, commercial
                banks, trust companies and other nominees dated
                March 31, 1995: Incorporated herein by reference
                to Exhibit 99(a)(4) to the Schedule 13E-4.
99(a)(5)        Form of Letter to clients for use by brokers,
                dealers, commercial banks, trust companies and
                other nominees dated March 31, 1995:  Incorporated
                herein by reference to Exhibit 99(a)(5) to the
                Schedule 13E-4.
99(a)(6)        Form of Letter to shareholders from the Chairman
                and Chief Executive Officer of the Company dated
                March 31, 1995:  Incorporated herein by reference
                to Exhibit 99(a)(6) to the Schedule 13E-4.
99(a)(7)        Form of Press Release dated March 31, 1995:
                Incorporated herein by reference to Exhibit
                99(a)(7) to the Schedule 13E-4.
99(a)(7)(a)     Form of Press Release dated May 1, 1995.
99(a)(8)        Form of Summary Advertisement dated March 31,
                1995:  Incorporated herein by reference to Exhibit
                99(a)(8) to the Schedule 13E-4.
99(a)(8)(a)     Form of Advertisement regarding extension of
                offers.
99(b)           Not applicable.
99(c)(1)        Stock Option Plan and Form of Letter addressed to
                participants:  Incorporated herein by reference to
                Exhibit to the Company's Registration Statement
                (File No. 2-62687).
99(c)(2)        Form of Warrants issued pursuant to Plan of
                Reorganization:  Incorporated herein by reference
                to Exhibit to the Company's Annual Report on Form
                10-K for the year ended December 31, 1985 (File
                No. 0-8909).
99(d)           Not applicable.
99(e)           Not applicable.
99(f)           Not applicable.

                                  5

EX-99

Exhibit 99(a)(7)(a)


Form of Press Release
dated May 1, 1995

                                  6




FOR IMMEDIATE RELEASE                 CONTACT:  ROBERT S. DAVIS
                                      VICE PRESIDENT AND
                                      CHIEF FINANCIAL OFFICER
                                      (803) 235-8056


                         EMERGENT GROUP, INC.
                             PRESS RELEASE
                              MAY 1, 1995

Emergent Group, Inc. (the "Company"), announced today that the Offers to
Purchase for Cash up to 980,000 shares of Class A Common stock and up to
20,000 shares of Common stock at a price, net to the seller in cash, of
$1.15 per share is hereby extended until 5:00 p.m., Greenville, South
Carolina time on Monday, May 8, 1995.

An aggregate of approximately 130,786.46 shares of Class A Common stock
and an aggregate of approximately 2,622.54 shares of Common stock have
been tendered pursuant to the offers through the close of business on
April 28, 1995.

The extension of the expiration date extends the offer, proration and
withdrawal period for all shareholders pursuant to the Offer to Purchase
dated March 31, 1995 as amended by Supplement No. 1 dated April 13,
1995.

Philpott, Ball and Company, 212 South Tryon Street, Suite 1050,
Charlotte, North Carolina, is acting as information agent with respect
to the Offers to Purchase.

                                    7

EX-99

Exhibit 99(a)(8)(a)


              Form of Advertisement regarding extension of
                        offers dated May 1, 1995

                                  8




This announcement is neither an offer to purchase nor a solicitation of
an offer to sell.  The Offers are made solely by the Offer to Purchase,
dated March 31, 1995, and the related Letter of Transmittal, each as
amended by the Supplement No. 1 dated April 13, 1995.

         NOTICE OF EXTENSION OF OFFERS TO PURCHASE FOR CASH BY
                          EMERGENT GROUP, INC.
                  OF AN AGGREGATE OF 980,000 SHARES OF
   ITS CLASS A COMMON STOCK AND AN AGGREGATE OF 20,000 SHARES OF ITS
       COMMON STOCK, EACH AT A PURCHASE PRICE OF $1.15 PER SHARE

     Emergent Group, Inc., a South Carolina corporation (the "Company"),
announces the extension until 5:00 p.m., Greenville, South Carolina
time, on Monday, May 8, 1995, of its offer to purchase up to an
aggregate of 980,000 shares of its Class A Common Stock, par value $0.05
per share ("Class A Stock"), and its offer to purchase up to an
aggregate of 20,000 shares of its Common Stock, $0.05 par value ("Common
Stock") (collectively the "Shares"), each at a price, net to the seller
in cash, of $1.15 per Share (the "Purchase Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated March
31, 1995 (the "Offer to Purchase") and in the related Letter of
Transmittal, each as supplemented by Supplement No. 1 dated April 13,
1995 (which together constitute the "Offers").  The information
contained in the Offer to Purchase, the Letter of Transmittal and the
Supplement No. 1 is incorporated by reference herein in its entirety.

     THE OFFERS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M.,
GREENVILLE, SOUTH CAROLINA TIME, ON MONDAY, MAY 8, 1995 (THE "EXPIRATION
DATE"), UNLESS THE OFFERS ARE FURTHER EXTENDED.

     An aggregate of approximately 130,786.46 shares of Class A Stock
and an aggregate of approximately 2,622.54 shares of Common Stock have
been tendered through the close of business on April 28, 1995.   Shares
tendered pursuant to the Offers may be withdrawn at any time before the
Expiration Date and, unless theretofore accepted for payment by the
Company, may be withdrawn after 5:00 p.m., Greenville, South Carolina
time, May 29, 1995.

     THE BOARD OF DIRECTORS OF THE COMPANY MAKES NO RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING
SHARES.

     The Offer to Purchase, Letter of Transmittal and Supplement No. 1
contain important information which should be read before tenders are
made.  Copies of the Offer to Purchase, the related Letter of
Transmittal, the Supplement, and other tender offer materials may be
obtained at the Company's expense from the Information Agent at the
address below.

                       The Information Agent is:
                        Philpott, Ball & Company
                   212 South Tryon Street, Suite 1050
                          Charlotte, NC  28281
                             (704) 358-8094
                          (704) 358-0021 (fax)

     The information required to be disclosed by Rule 13e-4(d)(1) of the
Securities Exchange Act of 1934, as amended, is contained in the Offers
and is incorporated in this notice by reference.

                                  9