SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
______________________________

FOR ANNUAL AND TRANSITION REPORTS
 PURSUANT TO SECTIONS 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

( X )	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES 	EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997
OR

(   )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES 	EXCHANGE ACT OF 1934

For the transition period from 
____________________to____________________

Commission file number 0-14684
	
Ryan, Beck & Co., Inc.
(exact name of issuer as specified in its charter)

	NEW JERSEY	22-1773796
		 (State or other jurisdiction of	(I.R.S. Employer Identification No.)
		incorporation or organization)	

		220 S. Orange Ave., Livingston, NJ	07039-5817
		(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (973) 597-6000

Securities Registered Pursuant to Section 12(b) of the Act:	

	Title of Each Class	Name of each exchange on which registered

________________________________
	__________________________________
_
________________________________
	__________________________________
_
________________________________
	__________________________________
_



Securities Registered Pursuant to Section 12(g) of the Act: 
	
Common Stock, par value $.10 per share 
Title of Class


	Indicate by check mark whether the issuer (1) filed all reports 
required to be filed by Section 13 or 15(d) of the Exchange Act during 
the past 12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.        Yes     X     No______

	Indicate by check mark if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of the registrant's knowledge, in definitive 
proxy or information statements incorporated by reference in Part III 
of this form 10-K or any amendment to this Form 10-K. [ X ]

	The aggregate market value of the voting stock held by non-
affiliates computed by reference to the last sale price of such stock 
as of February 27, 1998:  $28,904,399

	Number of shares of Common Stock outstanding as of February 27, 
1998:  3,762,475

DOCUMENTS INCORPORATED BY REFERENCE

	1. Part III - Proxy Statement for the Registrant's 1998 Annual 
Meeting of Stockholders will be incorporated by reference when it is 
filed, which will be within 120 days of the end of the Registrant's 
fiscal year.	


TABLE OF CONTENTS

Item No.		Description	Page

	1	Description of Business 	1 - 12

	2	Description of Properties	12 - 13

	3	Legal Proceedings	13 - 14

	4	Submission of Matters to a Vote
		of Shareholders	15

	5	Market for the Registrant's Common
		Equity and Related Shareholder Matters	15

	6	Selected Financial Data	16

	7	Management's Discussion and Analysis
		of Financial Condition and Results
		of Operations	17 - 23

	8	Financial Statements and
		Supplementary Data	F1 - F19

	9	Changes in and Disagreements with
		Accountants on Accounting and
		Financial Disclosures	24

	10	Directors and Executive Officers
		of the Registrant	24

	11	Executive Compensation	24

	12	Security Ownership of Certain
		Beneficial Owners and Management	24

	13	Certain Relationships and Related
		Transactions	24

	14	Exhibits, Financial Statements,
		Schedules and Reports on Form 8-K	24 - 27


Item 1.  	DESCRIPTION OF BUSINESS

General

Ryan, Beck & Co., Inc. (the "Company" or "Ryan, Beck") is a boutique 
investment firm that is principally engaged in the underwriting, 
distribution and trading of tax-exempt obligations and bank and thrift 
equity and debt securities. The Company provides investment banking, 
research and financial advisory services primarily to financial 
services companies with a focus on corporate finance and merger-related 
services.  The Company offers a general securities brokerage business 
with investment products for retail and institutional clients, as well 
as life insurance and annuity products.  The Company's retail and 
institutional brokerage clients consist primarily of high net worth 
individuals (primarily residents of New Jersey, other Mid-Atlantic and 
Northeastern states and Florida), banking and thrift institutions 
(primarily located in New Jersey, Pennsylvania and Florida) and, to a 
much lesser extent, insurance companies and specialty finance 
companies.  The Company intends to continue to operate as a high 
quality firm serving its market niche in the financial services 
industry.

The Company was organized in New Jersey in 1965, under the name of John 
J. Ryan & Co., Incorporated, as a successor to various entities dating 
from 1946.  The Company changed its name to Ryan, Beck & Co., Inc. in 
1981.  Unless the context otherwise requires, all references herein to 
the "Company" include Ryan, Beck & Co., Inc. and its predecessors and 
subsidiaries.

On February 9, 1998, the Company entered into a definitive agreement 
with BankAtlantic Bancorp, Inc. ("BankAtlantic"), whereby all of the 
Company's outstanding common shares would be acquired by BankAtlantic 
in an exchange for BankAtlantic's Class A Common Stock.  See "Business 
Combination" in Management's Discussion and Analysis and Notes to the 
Consolidated Financial Statements for further discussion therein.

The principal executive office of the Company is located at 220 South 
Orange Avenue, Livingston, New Jersey 07039-5817 and its telephone 
number is (973) 597-6000.  The Company is registered as a broker-dealer 
with the Securities and Exchange Commission ("SEC") and is a member of 
the National Association of Securities Dealers, Inc. ("NASD") and the 
Securities Investor Protection Corporation ("SIPC").  Accounts are 
insured up to $75,000,000 per customer. The first $500,000 of 
protection is provided by SIPC and the balance is provided by the 
Company's clearing broker under a separate policy issued by a private 
insurer.  There is a limitation of $100,000 on claims for cash 
balances.  The Company is not a member of any securities exchange.

Brokerage services to retail and institutional customers are provided 
through Ryan, Beck's sales force of approximately 86 sales account 
executives located in the Livingston, New Jersey, Bala Cynwyd, 
Pennsylvania, Shrewsbury, New Jersey and West Palm Beach, Florida 
offices.  The Company believes that its account executives are a key 
factor to the success of its business.  Over the last five years, the 
number of full-time account executives has increased from approximately 
71 to 86, some of whom joined Ryan, Beck after previous associations 
with other brokerage firms.

The securities business is, by its nature, subject to various risks, 
particularly in volatile or illiquid markets, including the risk of 
losses resulting from the underwriting or ownership of securities, 
customer fraud, employee errors and misconduct, failures in connection 
with the processing of securities transactions and litigation.  The 
Company's business and its profitability are affected by many factors, 
including the volatility and price level of the securities markets, the 
volume, size and timing of securities transactions, the demand for 
investment banking services, the level and volatility of interest 
rates, the availability of credit, legislation affecting the business 
and financial communities, and the economy in general.  Markets 
characterized by low trading volumes and depressed prices generally 
result in reduced commissions and investment banking revenues as well 
as losses from declines in the market value of securities positions.   
Moreover, Ryan, Beck is likely to be adversely affected by negative 
economic developments in New Jersey, the mid-Atlantic region or the 
financial services industry in general.  


On the other hand, as in the past, heavy trading volume has caused 
clearance and processing problems for many securities firms, and this 
could occur in the future.  In addition, there is a risk of loss from 
errors which can occur in the execution and settlement process.  See 
"Accounting, Administration and Operations."

The following table sets forth certain information regarding the 
revenues of the Company by source:
<TABLE>
<CAPTION>
	Year Ended December 31,
	1997           	1996	1995
	Amount	Percent 	Amount	Percent	Amount 
	Percent 
	(Dollars In Thousands)
<S>	<C>	<C>	<C>	<C>	<C>	<C>
Principal transactions:
Tax-Exempt debt securities		$  3,055	8.1%	$ 2,829	9.9%	$ 4,940	19.8%
Taxable debt securities		1,537	4.0	775	2.7	2,302	9.2
Equity securities		  11,420	30.3	  6,242	21.9	  5,982	23.9

Total		  16,012	42.4	  9,846	34.5	13,224	52.9

Investment banking <F1>
Tax-Exempt debt securities		1,298	3.4	1,047	3.7	913	3.7
Taxable debt securities		2,055	5.4	1,540	5.4	456	1.8
Equity securities		7,828	20.7	2,811	9.9	1,977	7.9
Consulting, placement 
and valuation fees		3,743	10.0	7,424	26.0	4,494	18.0

Total		  14,924	  39.5	12,822	45.0	7,840	31.4

Commissions:
Equity securities		3,072	8.1	2,514	8.8	1,395	5.6
Mutual funds		  2,130	  5.7	  1,777	  6.2	1,407	  5.6

Total		   5,202	13.8	  4,291	15.0	2,802	11.2

Interest and dividends		1,328	3.5	1,329	4.7	894	3.6
Other		    277	       .8	      222	     0.8	      228	    .9

Total		$37,743	100.0%	$28,510	100.0%	$24,988	100.0%

<FN>
<F1>Investment banking revenue includes management fees and 
underwriting fees earned in connection with all underwriting 
participations and selling concessions earned in connection with the 
Company's participation in tax-exempt debt, corporate debt and equity 
underwritings.
</FN>
</TABLE>

In executing customers' orders to buy or sell listed securities and 
securities in which it does not make a market, Ryan, Beck generally 
acts as an agent and charges a commission.


Since the various activities of the Company are interdependent and 
substantially the same sales personnel and office facilities are 
engaged in the generation of the above revenues, the Company does not 
believe that a meaningful allocation of expenses can be made among 
these operations.  

The following table sets forth, for the periods indicated, items in the 
Company's Consolidated Statements of Income as percentages of total 
revenue and the increase (or decrease) by item as a percentage of the 
amount for the previous period:

<TABLE>
<CAPTION>
	Percentage of Total Revenues	Period to Period Change
	Year Ended December 31,	1997	1996
	1997	1996	1995	Compared With	Compared With
				1996	1995
Revenues:
<S>	<C>	<C>	<C>	<C>	<C>
Principal transactions		42.4%	34.5%	52.9%	62.6%	(25.5)%
Investment banking		39.5	45.0	31.4	16.4	63.5
Commissions		13.8	15.0	11.2	21.2	53.1
Interest and dividends		3.5	4.7	3.6	(.1)	48.7
	
Other		      .8	     .8	     .9	24.8	(2.6)

Total revenues		100.0	100.0	100.0	32.4	14.1

Interest expense		    2.2	   3.8	   1.9	(25.5)	131.7
Net revenues		  97.8	  96.2	  98.1	34.7	11.8

Non-interest expenses:

Compensation and benefits		56.6	66.1	61.0	13.4	23.6
Floor brokerage, exchange and clearing fees	5.9	7.3	6.9	7.0	20.5
Communications		4.7	4.9	5.1	25.2	9.3
Professional fees		4.1	3.8	3.1	43.1	41.9
Occupancy, equipment rental and depreciation	3.8	4.6	4.0	9.0	32.8
Advertising and market development		2.7	3.2	2.4	11.9	47.5
Other		 3.8	 5.0	  4.1	.9	39.0

Total non-interest expenses		 81.6	94.9	86.6	13.8	25.0

Income before provision for income taxes		16.2	1.3	11.5	1,619.6	(87.5)
Provision for income taxes		   6.0	   .3	  4.3	2,244.3	(91.0)

Net income		   10.2%	  1.0%	  7.2%	1,386.5%	(85.5)%

</TABLE>


FIXED INCOME DIVISION

Tax-Exempt Bond Department

The Company maintains primary and secondary markets in tax-exempt 
securities issued primarily by the State of New Jersey and its 
political subdivisions.  To a lesser extent, the Company also maintains 
primary and secondary markets for tax-exempt securities issued by 
municipalities located outside of New Jersey.  Principal transactions 
in tax-exempt securities accounted for 8.1% of the Company's revenues 
during 1997, 9.9% of the Company's revenues during 1996 and 19.8% 
during 1995.

The Company provides investment banking advice to, and raises capital 
for, many types of issuers of tax-exempt securities, including 
counties, cities, transportation authorities, sewer and water 
authorities and housing, health and higher education agencies.  Most of 
these issuers are located in New Jersey.  The Company arranges public 
offerings of municipal securities and distributes these securities to 
individual and institutional investors.  In addition, the Company is 
often included in national and regional syndications which underwrite 
tax-exempt issues.  Increasingly, underwritings of tax-exempt issues 
are being conducted on a competitive, rather than negotiated, basis.  
The impact of this change on future revenue is unclear.

The following tables set forth, for the periods indicated, (i) the 
total number and dollar amount of municipal bond offerings managed or 
co-managed by the Company and (ii) the total number and dollar amount 
of the Company's underwriting participations in those offerings and in 
offerings managed by others.

<TABLE>
<CAPTION>
	Managed or Co-Managed Offerings
	Number of Municipal
	Issues 	Amount of Offerings
	(In Thousands)
<S>	<C>	<C>
	1995	59	      $     1,556,210
	1996	75	923,943
	1997	66	1,472,404
</TABLE>

<TABLE>
<CAPTION>
	Underwriting Participations<F1>
	Number of Municipal
	Issues 	Amount of Participation
	(In Thousands)
<S>	<C>	<C>
	1995	161	$      166,951
	1996	248	269,984
	1997	281	294,026

<FN>
<F1> Does not include those issues in which the Company participated as 
a selling group member.
</FN>
</TABLE>

Trading revenues from tax-exempt debt securities were $3,055,000, 
$2,829,000 and $4,940,000 for 1997, 1996 and 1995, respectively.  The 
increase from 1996 to 1997 primarily reflects improved interest rate 
risk management strategies and favorable market conditions. The 
decrease from 1995 to 1996 primarily reflects an extraordinarily 
volatile bond market and the continued compression of underwriting 
spreads in municipal securities. In addition, trading revenues were 
adversely affected by costs associated with implementing an interest 
rate risk management strategy.  

Taxable Bond Department

The Company maintains secondary markets in corporate bonds, mortgage 
backed securities and unit investment trusts.  Ryan, Beck also executes 
trades in Treasury Bonds, Treasury Notes, Treasury Bills and makes 
markets in U.S. Government Guaranteed Securities.  Trading revenues 
relating to such transactions increased in 1997 to $1,537,000 from 
$775,000 in 1996. The increase in trading revenues is attributable to 
improved interest rate risk management strategies and favorable market 
conditions. The decrease in trading revenues from 1995 to 1996 
attributable to taxable debt securities reflected an extraordinarily 
volatile bond market. In addition, trading revenues were adversely 
affected by costs associated with implementing an interest rate risk 
management strategy.  Revenues in 1995 were $2,302,000.  Principal 
transactions in taxable securities accounted for 4.0% of the Company's 
revenues during 1997, 2.7% of revenues during 1996 and 9.2% of revenues 
during 1995.

FINANCIAL INSTITUTIONS DIVISION

Corporate Finance Department

The Company's Corporate Finance Department consists of 19 professionals 
located primarily in Livingston, New Jersey with satellite offices in 
Bala Cynwyd, Pennsylvania and Chicago, Illinois.  Developments in the 
banking and thrift industries, including the trend toward consolidation 
of banking institutions, have led an increasing number of banks and 
thrift institutions to seek advice from investment banking firms such 
as the Company.  The Corporate Finance Department provides financial 
advisory services to financial services companies in connection with 
capital formation, strategic planning, branch sales, mergers and 
acquisitions (including appraisals and fairness opinions), 
shareholder/investor issues and financial management issues.  
Consulting, valuations and placement fees decreased to $3,743,000 in 
1997 from $7,424,000 in 1996 and accounted for 10% of the Company's 
revenues during 1997 and 26.0% during 1996. This decrease was primarily 
due to a reduction in revenues related to thrift conversions and mutual 
holding company formations and, to a lesser extent, a reduction in 
merger and acquisition fees. Consulting, valuation and placement fees 
amounted to $4,494,000 in 1995, or 18.0% of the Company's revenues.

Ryan, Beck serves the capital needs of community-oriented financial 
institutions by managing "best-efforts" public offerings including 
thrift conversions, mutual holding company formations (a partial 
conversion of a thrift) and primary and secondary offerings by banks 
and thrifts. The Company has played a significant role in the 
development of thrift mutual holding companies and has raised 
$86,505,000 in equity for thrifts in mutual holding company-related 
transactions during the last three years.  The Company also provides 
financial advice, on-site administrative support and subscription 
enhancement for public offerings conducted by banks and thrifts.  This 
has been, and is anticipated to be, a significant source of revenue for 
the Company. The Company expects there to be greater volatility in the 
future with respect to revenues resulting from thrift conversions and 
mutual holding company formations because of increased competition and 
a smaller universe of mutual institutions.  These activities generated 
gross revenues of $330,000 in 1997 as compared to $3,969,000 in 1996 
and $3,369,000 in 1995. Such revenue is reflected in investment banking 
revenue as consulting, placement and valuation fees. Although there can 
be no assurances that it will be successful, the Company is attempting 
to diversify its revenue sources into related financial service 
companies.

Syndicate Department

The Syndicate Department coordinates the distribution of newly issued 
securities to institutional and retail investors.  The Syndicate 
Department handles public offerings that are managed or co-managed by 
Ryan, Beck as well as selling group and syndicate participations 
managed by other firms.  This department primarily deals with equity 
and trust preferred underwritings.

Underwritings

The Company has participated as an underwriter in public offerings of 
bank and thrift equity and debt issues, as a sole underwriter without a 
syndicate, as a manager or co-manager of underwriting syndicates, as a 
member of underwriting syndicates managed by others, and as a selling 
group member in issues of others. During 1997, the Company acted as 
manager or co-manager of ten trust preferred securities offerings, 
which raised approximately $401,050,000 in new capital for financial 
institutions.  The Company managed or co-managed a total of twelve 
public offerings and private placements which raised in excess of 
$547,000,000 for bank and thrift clients.  In addition, the Company 
underwrote in excess of $33,600,000 for two Unit Investment Trusts. 
Revenues from underwriting bank and thrift securities for 1997 were 
$8,095,000, revenues for 1996 were $3,328,000 and revenues for 1995 
were $1,988,000.

The following tables set forth, for the periods indicated, (i) the 
total number and dollar amount of bank/thrift related equity and debt 
offerings managed or co-managed by the Company and (ii) the total 
number and dollar amount of the Company's underwriting participations 
in those offerings and in offerings managed by others.  The table below 
also includes offerings, including thrift conversion and mutual holding 
Company formations whereby the Company acted as selling agent.

<TABLE>
<CAPTION>
		Managed or Co-Managed Offerings
		Number of Bank/Thrift
		Issues 	Amount of Offerings
		(In Thousands)
	<S>	<C>	<C>
			1995	13	$     221,114
			1996	12	340,594
			1997	16	601,907
</TABLE>

<TABLE>
<CAPTION>
		Underwriting Participations<F1>
		Number of Bank/Thrift	
		Issues	Amount of Participation <F2>
		(In Thousands)
	<S>	<C>	<C>
	1995	16	$     211,021
	1996	13	326,569
	1997	20	347,197

<FN>
<F1> 	Does not include those issues in which the Company participated as 
a selling group member and 	non-bank issues in which the Company 
participated as an underwriter or selling group member.
<F2> Includes standby commitments.
</FN>
</TABLE>

Participation in an underwriting syndicate or selling group involves 
both economic and regulatory risks.  An underwriter or selling group 
member may incur losses if it is unable to resell the securities it is 
committed to purchase, or if it is forced to liquidate its commitments 
at less than the agreed purchase price.  In addition, under the federal 
securities laws, other statutes, and court decisions with respect to 
underwriters' liabilities and limitations on indemnification of 
underwriters by issuers, an underwriter is subject to substantial 
potential liability for material misstatements or omissions in 
prospectuses and other communications with respect to underwritten 
offerings.  In the last several years, investment banking firms, 
including the Company, have increasingly participated in underwritten 
offerings with fewer syndicate participants or without a syndicate.  In 
such cases, the underwriter assumes a larger part, or all, of the risk 
of an underwriting transaction.  Furthermore, because underwriting 
commitments constitute a charge against net capital, the Company, as a 
broker-dealer, could find it necessary to limit its underwriting 
activities to remain in compliance with net capital requirements.  See 
"Regulation."

Research Department

The Company's Research Department, consisting of five equity analysts 
and one research assistant, is dedicated primarily to bank and thrift 
securities.  To a lesser degree, the Research Department also provides 
reports and analyses on the insurance industry.  Its publications 
include Bank Stock Annuals for New Jersey, Florida, New York, 
Massachusetts, Maryland, Delaware and Pennsylvania, periodic updates on 
the outlook for financial equities, reports on specific financial 
institutions, and reports and analyses on general banking developments.  
In addition, Ryan, Beck purchases outside research services including 
economic reports, charts, and data bases.

 Sales and Trading Department

Sales and trading activities are conducted both as principal and as 
agent on behalf of individual and institutional investor clients.  
Transactions as principal involve making markets in securities which 
are held in inventory to facilitate sales to and purchases from 
customers in an attempt to realize trading gains.  When over-the-
counter ("OTC") transactions are executed by the Company as a dealer, 
the Company receives, in lieu of commissions, mark-ups or mark-downs 
which are included in revenues as principal transactions.  As agent, 
the Company effects brokerage transactions which generate commission 
revenues.  These commissions are charged on both exchange and OTC 
transactions in accordance with a schedule which the Company has 
formulated and may change from time to time. Discounts from the 
schedule may be granted in certain cases.  Total principal transactions 
accounted for 42.4% of the Company's revenues in 1997, 34.5% during 
1996 and 52.9% during 1995, while total commissions accounted for 13.8% 
of revenues during 1997, 15.0% during 1996 and 11.2% during 1995.

The NASDAQ market has come under scrutiny in the media and political 
arenas during the past few years and has been the subject of SEC 
investigations into its operations.  Concerns have been raised with 
respect to the size of the spreads between the price paid by investors 
purchasing NASDAQ-listed securities, with respect to whether NASDAQ's 
listing requirements are sufficiently stringent and whether the NASD 
carefully monitors NASDAQ-listed companies.  More specifically, the 
NASD has been hiring numerous enforcement aides to better monitor 
trading activities among dealers and to scrutinize companies' 
compliance with applicable listing standards.  The effects of current 
and proposed NASD reforms on the operations of brokerage firms, 
especially those specializing in the securities of small capitalization 
companies, cannot be fully anticipated.  The cost of compliance with 
any new rules, regulations and procedures instituted by the NASD could 
be significant.  Additionally, the implementation of stricter standards 
for initial and continued inclusion of companies on the NASDAQ could 
adversely affect the prospects of smaller capitalization companies, the 
stock performance of such companies, and the liquidity of investors' 
investments in such companies.  Increased compliance costs or the 
inability to attain or maintain the listing of underwriting clients on 
the NASDAQ system, or a combination thereof, could adversely affect the 
financial performance of the Company.

The NASD is currently in the process of determining new listing and 
reporting requirements for all Electronic Bulletin Board traded stocks.  
This could result in the delisting of some securities that cannot meet 
the new requirements.

The Company is an active market maker and distributor of equity 
securities issued by financial institutions throughout the country and 
tax-exempt bonds, particularly bonds issued by governmental entities 
located in the Mid-Atlantic region.  As of December 31, 1997, the 
Company made markets in 180 bank, thrift and other financial service 
companies' stocks quoted on the NASDAQ system.  Many of these are 
companies with whom Ryan, Beck has an investment banking relationship 
or companies whose securities are followed by Ryan, Beck's Research 
Department.  The Company also maintains quotations in 420 additional 
bank and thrift stocks and distributes and makes markets in certain 
issues of bank debt securities.

The Securities and Exchange Commission and NASD agreed to changes which 
could impact the way stocks are traded.  A new order display system has 
been implemented which allows investors to place limit orders to buy or 
sell a NASDAQ stock at a certain price and be matched with another 
order.  The system is designed to ensure that no market maker would be 
able to execute trades at better prices before a specific limit order 
was filled.  This system has produced a new source of competition and 
has also lead to the Company making markets in more select NASDAQ 
stocks, because of a perceived lack of liquidity.  Consequently, there 
is potential for delisting of companies which trade infrequently due to 
lack of market maker support.  The Company, therefore, may reduce the 
number of companies that it makes markets in and also realize lower 
trading spreads, which could adversely affect the Company.

In making markets in equity and debt securities, the Company maintains 
positions in such securities to service its customers and, accordingly, 
has its own capital at risk in the event of a decline in the market 
price of such securities or of a decrease in the liquidity of markets 
(especially in the area of risk arbitrage, as described below), which 
can limit the Company's ability to sell securities purchased or to 
purchase securities sold in such transactions. Trading and investing in 
corporate and municipal securities as principal and underwriting the 
issuance of such securities represent an important part of the 
Company's business and subjects the Company's capital to significant 
risk.  While the Company seeks to avoid market risk, it may, 
nonetheless, realize profits and losses from market fluctuations.  
Trading profits (or losses) depend upon the skills of the employees 
engaged in market making, the amount of capital allocated to positions 
in securities and the general level of activity and trend of prices in 
the securities markets.

On December 11, 1997, the NASD Board of Governors solicited comments on 
four proposals which would place restrictions on the sale of equity 
securities listed on the OTC Bulletin Board (OTCBB) and in The Pink 
Sheets (collectively, "OTC Securities").  Specifically, the proposals 
would require broker-dealers to review current issuer financial 
statements prior to recommending a transaction to a customer in an OTC 
Security, and to deliver a disclosure statement to a customer prior to 
an initial purchase of an OTC Security and annually thereafter.  
Subject clients would be required to sign and return a copy of each 
disclosure statement to the broker-dealer.

Ryan, Beck makes markets in over 400 equity securities that would be 
subject to the proposed rules, and approximately 12 percent of the 
Company's revenues in 1997 were derived from the trading of such 
securities.  The proposals, if adopted in their current form, would 
place an increased burden on both the issuers of OTC Securities and the 
Company due to the record-keeping requirements involved.  Additionally, 
many customers who would, under other circumstances, invest in OTC 
Securities may choose not to do so in the future.

The Company also offers other financial instruments to its clients 
which include U.S. Government and Agency obligations, zero coupon 
bonds, collateralized mortgage obligations, utility and industrial 
bonds, mutual funds, trust preferred securities and unit investment 
trusts.

Although the Company presently maintains no discretionary accounts for 
customers, it may do so in the future.  The Company introduced margin 
accounts during early 1991.  Margin transactions are subject to credit 
risks.  To the extent that funds are advanced in a securities 
transaction, payment may not be received.  If the securities decline in 
value, the Company may not recover the amounts advanced.  At December 
31, 1997, the Company had approximately $35,488,000 in customer margin 
debits with its clearing broker.

On July 9, 1997, the Company acquired over 6,000 customer accounts from 
First Interregional Equity Corporation, an insolvent brokerage company 
which had been placed under the protection of the United States 
Bankruptcy Court.  This acquisition expanded the Company's retail 
account base. 

During 1997, the Company continued to maintain its salesforce by 
recruiting and training both new and experienced sales personnel to 
replace those who left during the period.  The Company had 86 sales 
account executives at December 31, 1997.

The following table shows, (i) for the year ended December 31, 1997, 
the highest, lowest and average month-end inventories by type of 
securities in which the Company trades as principal and (ii) the 
inventories for these types of securities at December 31, 1997.

<TABLE>
<CAPTION>
		Year Ended December 31, 1997
	Highest Inventory 	Lowest Inventory 	Average Inventory
		Long 	Short 	Long 	Short 	Long 	Short
		(In Thousands)
<S>		<C>	<C>	<C>	<C>	<C>	<C>
Type of Security:
Tax-Exempt Debt 		$32,549	$ 221	$5,417	$  0	$10,374	$ 38
Taxable Debt 		5,636	150	1,495	0	2,535	52
Equity 		14,337	5,154	8,150	1,423	10,468	3,033
</TABLE>

<TABLE>
<CAPTION>

		As of December 31, 1997
		Long 	Short
		(In Thousands)
<S>		<C>	<C>
Type of Security:
Tax-Exempt debt		$  32,549	$       -
Taxable Debt 		1,765	3
Equity 		      9,675	     3,117
Total		$  43,989	$   3,120
</TABLE>

Other Services

The Company offers IRA and other retirement plans to its customers.  In 
1987, the Company began functioning as custodian and trustee for newly 
opened IRA's and effective January 1, 1991 transferred these accounts 
to its independent clearing broker as successor custodian and trustee.  
Clients retain control over their own funds and may direct the purchase 
and sale of a variety of investment instruments.

The Company has an arrangement with an independent investment manager 
pursuant to which it offers various money market funds to its 
customers.  On a periodic basis, the Company's clearing broker sweeps 
participating customers' free credit balances into a designated fund 
and also withdraws funds to satisfy debit balances.

The Company's recent acquisition of Cumberland Advisors (see 
"Subsequent Events"), a New Jersey based money manager with 
approximately $400 million under management, will dramatically expand 
the money management products the Company can offer its customers.

Accounting, Administration and Operations

Accounting, administration and operations personnel are responsible for 
internal financial control, accounting functions, office services, 
personnel services, and compliance with regulatory and legal 
requirements.  The Company clears all securities transactions through 
another broker/dealer on a fully-disclosed basis.

There is a considerable fluctuation in the volume of transactions which 
a securities firm must process.  In the past, when the volume of 
trading in securities reached record levels, the securities industry 
has experienced operating problems.  The Company has not experienced 
any material operating difficulties during periods of heavy volume. 

The Company believes that its internal controls and safeguards against 
securities theft are adequate.  The Company carries fidelity bonds 
covering any loss or theft of securities, employee dishonesty, forgery 
and alteration of checks and similar items, and securities forgery.  
The amount of coverage provided by the bonds are believed to be 
adequate.

The Company generally posts its books and records daily.  Periodic 
reviews of certain controls are conducted to assure compliance with 
applicable laws, rules and regulations.

Competition

The Company is engaged in an extremely competitive business.  
Competitors include, with respect to one or more aspects of its 
business, all of the member organizations of the New York Stock 
Exchange and other registered securities exchanges, all members of the 
NASD, commercial banks, thrift institutions and financial consultants.  
With respect to the Company's investment banking and merger-related 
services, the Company also competes with many of the larger Wall Street 
investment banking firms.  Many of these organizations have 
substantially more employees and greater financial resources than the 
Company.  The Company also competes for investment funds with banks, 
insurance companies and investment companies.  Discount brokerage firms 
oriented to the retail market, including electronic brokers, on-line 
trading firms and firms affiliated with commercial banks and thrift 
institutions, are devoting substantial funds to advertising and direct 
solicitation of customers in order to increase their share of 
commission dollars and other securities-related income.  The Company 
typically has not engaged in extensive advertising programs for this 
type of business.  The Company believes that the principal competitive 
factors relating to the Company's business are the quality of advice 
and service provided to investors and financial institutions and the 
competitive pricing of their products.

The securities industry has become considerably more concentrated and 
more competitive in recent years as numerous securities firms have 
either ceased operation or have been acquired by or merged into other 
firms.  In addition, companies not engaging primarily in the securities 
business, but having substantial financial resources, have acquired 
leading securities firms.  These developments have increased 
competition from firms with greater capital resources than those of the 
Company.  Furthermore, many commercial banks offer various securities 
related activities and investment vehicles.  While it is presently not 
possible to predict the type and extent of competitive services which 
other financial institutions may offer or the extent to which 
administrative or legal barriers are repealed or modified, ultimately 
these developments may lead to the creation of integrated financial 
services firms that may be able to compete more effectively than the 
Company for investment funds by offering a greater range of financial 
services.

Fixed minimum commissions for securities transactions were eliminated 
in 1975.  The elimination of fixed minimum commission rates has 
resulted in substantial commission discounting by broker-dealers 
competing for institutional and individual brokerage business.  The 
Company believes its commission structure compares favorably with firms 
with which it competes.  Nevertheless, the anticipated continuation of 
such discounting and an increase in the number of new and existing 
firms offering discounts could adversely affect the Company. 

Regulation

The securities industry in the United States is subject to extensive 
regulation under both federal and state laws.  The SEC is the federal 
agency charged with administration of the federal securities laws.  
Much of the regulation of broker-dealers has been delegated to self-
regulatory authorities, principally the NASD and, in the case of 
broker-dealers that are members of a securities exchange, the 
securities exchanges.  These self-regulatory organizations conduct 
periodic examinations of member broker-dealers in accordance with rules 
they have adopted and amended from time to time, subject to approval by 
the SEC.

Securities firms are also subject to regulation by state securities 
commissions in those states in which they do business.  As of December 
31, 1997, the Company was registered as a broker-dealer in 49 states 
and the District of Columbia.

Broker-dealers are subject to regulations which cover all aspects of 
the securities business, including sales methods, trade practices among 
broker-dealers, uses and safekeeping of customers funds and securities, 
capital structure of securities firms, record-keeping and the conduct 
of directors, officers and employees.  Additional legislation, changes 
in rules promulgated by the SEC and self-regulatory authorities, or 
changes in the interpretation or enforcement of existing laws and 
rules, may directly affect the mode of operation and profitability of 
broker-dealers.  The SEC, self-regulatory authorities and state 
securities commissions may conduct administrative proceedings which can 
result in censure, fine, suspension or expulsion of a broker-dealer, 
its officers or employees.  Such administrative proceedings, whether or 
not resulting in adverse findings, can require substantial 
expenditures.  The principal purpose of regulation and discipline of 
broker/dealers is the protection of customers and the securities 
market, rather than protection of creditors and shareholders of broker-
dealers.

As a broker-dealer, the Company is required by federal law to belong to 
the Securities Investor Protection Corp. ("SIPC").  Currently, all 
members, including the Company, pay a fixed annual assessment of $150.  
However, should the SIPC fund falls below a certain minimum amount, as 
it did in 1983, members are required to pay annual assessments in 
amounts (based upon adjusted gross revenues) necessary to restore the 
fund. The first $500,000 of insurance protection is provided by SIPC 
and the balance to $75,000,000 is provided by the Company's clearing 
broker under a separate policy issued by a private insurer.  There is a 
limitation of $100,000 on claims for cash balances.

Capital Funds and Net Capital Requirements

As a registered broker-dealer, the Company is also subject to the SEC's 
Uniform Net Capital Rule (the "Rule").  The Rule specifies minimum net 
capital requirements for registered brokers and dealers and is designed 
to maintain the general financial integrity and liquidity of a broker-
dealer.  Therefore, it imposes a minimum net capital requirement deemed 
necessary to meet the broker-dealer's continuing commitments to its 
customers The Rule provides that a broker-dealer doing business with 
the public shall not permit its aggregate indebtedness to exceed 15 
times its net capital or, alternatively, that it not permit its net 
capital to be less than 2% of its aggregate debit balances (primarily 
receivables from customers and broker-dealers) computed in accordance 
with Rule 15c3-3. The Company's regulatory net capital has consistently 
exceeded such minimum net capital requirements.  At December 31, 1997, 
the Company had aggregate net capital of $13,443,000, which exceeded 
its minimum net capital requirements by $12,443,000.

Included in net capital is a $7,000,000 temporary subordinated loan 
from a bank at an interest rate equal to the Federal funds rate plus 
100 basis points.  This loan represents the remaining outstanding 
balance of a $20,000,000 facility which was required in order to 
maintain sufficient net capital for open contractual commitments in 
accordance with the Net Capital  Rule to facilitate a public offering 
which involved a $100 million debt issue and a $46 million equity 
issue.  Under applicable regulations, the Company is limited to three 
temporary subordinated loans in any rolling 12 month period.  This loan 
was the second of such loans, and therefore, the Company is limited to 
one additional temporary subordinated loan until after October 13, 
1998.  As part of the proposed merger agreement with BankAtlantic 
Bancorp, BankAtlantic has agreed to provide the Company with additional 
capital to expand its business (see Note 2 to the Consolidated 
Financial Statements).

Compliance with the Rule could limit the Company's operations, such as 
underwriting and trading activities which require the use of 
significant amounts of capital.  A significant operating loss or an 
extraordinary charge against net capital could adversely affect the 
ability of the Company to expand or even maintain its present levels of 
business.  

Several material transactions occurred in 1997 which both positively 
and adversely affected net capital, such as the Employee Restricted 
Stock Purchase Plan, the Redemption of the Cumulative Preferred Stock, 
Series A and the purchase of 89,399 shares of common stock by the ESOP.  
These transactions are discussed more fully in the Management's 
Discussion and Analysis Section and Notes 9 and 13 to the Consolidated 
Financial Statements.

Employees

At December 31, 1997, the Company had 194 full-time employees.  None of 
the Company's employees are covered by a collective bargaining 
agreement.  The Company considers its relations with its employees to 
be satisfactory.  However, competition for experienced financial 
services personnel, especially account executives, is intense in the 
securities industry.  Accordingly, from time to time the Company may 
experience the loss of valuable personnel which could adversely impact 
revenues.

Executive Officers of the Registrant

<TABLE>
<CAPTION>
Name and Age 	Joined Firm		Business Experience for Past Five Years 

<S>	<C>	<C>    
Ben A. Plotkin, 41	1987		President of the Company (January 1997 - Present); Senior 
				Executive Vice President (January 1996 - January 1997); 	
				Executive Vice President (December 1990 - January 1996)
 
Matthew R. Naula, 55	1967		Executive Vice President of the Company (December 1990 - 
				Present)

Jack R. Rosenthal, 72	1963		Vice Chairman of the Board of the Company (January 1987 - 
				Present)

Leonard J. Stanley, 43	1994		Chief Financial Officer of the Company (November 1994 - 
			Present); Senior Vice President, Chief Administrative 	
			Officer of the Company (January 1997 - Present); First Vice 
			President, Finance, Valley Savings Bank (1992 - 1994) 

Jay Suskind, 33	1993		Senior Vice President, Director of Equity Trading of the 
			Company (1993 - Present); Trader, Sherwood Securities (1992 
			- 1993) 

Jon Klausner, 54	1990		Senior Vice President and Sales Manager (December 1993 - 	
				Present); First Vice President (December 1992 - December 
				1993); Vice President (December 1991 - December 1992); Sales 
				Manager (October 1990 - December 1991)

</TABLE>

Item 2. 	DESCRIPTION OF PROPERTIES

The Company's offices, including its trading operations, occupy an 
aggregate of approximately 35,000 square feet in Livingston, New 
Jersey.  Such space is leased pursuant to a ten-year lease term, which 
commenced July 1, 1997.  The Company has two five-year renewal options 
at the conclusion of the original term. 

The Company also occupies approximately 4,800 square feet in 
Shrewsbury, New Jersey.  The lease term is for five years, and 
commenced on April 1, 1997.  The Company has a five-year renewal option 
at the conclusion of the original term.  In addition, the Company 
occupies approximately 3,600 square feet of office space in Bala 
Cynwyd, Pennsylvania under a five-year lease which commenced April 12, 
1994.  The Company has a five-year renewal option at the conclusion of 
the original term.  The Company also occupies approximately 3,500 
square feet of office space in West Palm Beach, Florida under a four-
year lease which commenced May 1, 1995.   The Company also occupies 
approximately 1,200 square feet of office space in Chicago, Illinois 
under a four year lease which commenced on May 16, 1997.

The Company believes that its current fire and casualty insurance 
policies provide sufficient coverage to allow it to replace any of its 
properties that might be damaged or destroyed.

Item 3. 	LEGAL PROCEEDINGS

From time to time, in the ordinary course of its business, the Company 
is involved in disputes, litigation or arbitration with its customers.  
In addition, the securities industry has experienced an increased 
incidence of litigation, including class action suits that generally 
seek substantial damages.  Underwriters are subject to substantial 
potential liability for material misstatements and omissions in 
prospectuses and other communications with respect to underwritten 
offerings of securities.  The Company has also been involved, from time 
to time, in proceedings with, and investigations by, governmental and 
self-regulatory agencies.  Both the SEC and the NASD have broad 
investigative powers and the authority to impose significant sanctions 
upon broker-dealers.  See "Description of Business - Regulation."

Set forth below is information concerning certain litigation matters to 
which the Company is a party and in which there have been developments 
of a material nature during the year ended December 31, 1997.

The Company, Ryan Beck Financial Corp. ("RBFC"), a wholly-owned 
subsidiary of the Company, and various current and former officers have 
been named as third-party defendants in Inrevco Associates v. BDO 
Seidman, et al., v. Ryan, Beck & Co., et al., Superior Court of New 
Jersey, Law Division, No. MRS-L-2961-94.  Inrevco is a New Jersey 
limited partnership. RBFC  is a special limited partner in the 
partnership. Certain complaints are currently pending against the 
Company only, which allege that the Company breached certain duties it 
allegedly owed the partnership. Another complaint is pending against 
the Company, RBFC and the individual defendants. All of the claims 
asserted against the Company are for contribution. On October 15, 1995, 
the Company, RBFC and all individual defendants named as third-party 
defendants in the litigation entered into a settlement agreement with 
Inrevco. The terms of the settlement agreement include a provision for 
an automatic judgment reduction in the event any liability is 
apportioned against the Company, RBFC or any individual third-party 
defendant on the accountant-defendants' contribution claims. As a 
result of this provision of the settlement agreement, the third-party 
defendants, including the Company, have limited exposure on the 
third-party claims which have been asserted to date. Inrevco also 
released the Company and RBFC from any liability in the suit. The 
Company is still technically a named third-party defendant in this 
action and will be required to participate in the ongoing litigation.

Recently, the Company and RBFC argued a motion for summary judgment, 
or, alternatively, to enforce the settlement agreement with Inrevco 
whereby the third party defendants would be dismissed from the case. 
After oral argument, the Court denied the motion, ruling that the third 
party defendants are not entitled to be dismissed absent an agreement 
with the accountant-defendants. The Court expressed no view on the 
enforceability of the settlement agreement.  Trial is currently 
scheduled to commence in the Morris County Superior Court - Law 
Division, on May 4, 1998.

On or about December 13, 1994, a class action complaint was filed in 
the United States District Court for the Western District of 
Pennsylvania against the Company, Northwest Savings Bank ("Northwest"); 
Northwest Bancorp, MHC; RP Financial, Inc. and certain of Northwest's 
officers and directors. The complaint alleges violations of Sections 
12(2) and 15 of the Securities Act of 1933, 15 U.S.C. Sections 771(2) 
and 770; Section 10(b) and 20(a) of the Securities Exchange Act of 
1934, 15 U.S.C. Sections 78j(b) and 78t(a); Rule lOb-5 promulgated by 
the Securities and Exchange Commission (17 C.F.R- Section 240. 1 Ob-5); 
as well as various state law securities and common law claims.

The complaint alleges that the Company was retained to consult with and 
advise Northwest regarding its reorganization from a mutual state 
savings bank to a stock mutual holding company. The complaint avers 
that, in connection with the reorganization, Northwest and its Trustees 
offered to sell a minimum of 2,000,000 shares and a maximum of 
3,000,000 shares of common stock in an initial public offering at a 
price of $20 per share. The complaint alleges that, the Company engaged 
in the promotion and sale of the Northwest stock. The complaint further 
alleges that after the offering was concluded, the appraised value of 
Northwest was increased by 15 percent and the subscription offering was 
diluted by an additional 450,000 shares. The complaint further avers 
that between November 7, 1994, when Northwest stock began trading on 
the Over-the-Counter market, and December 13, 1994, the price of 
Northwest stock dropped by $5 per share, or 25 percent.

The complaint alleges that the Offering Circular prepared in connection 
with the initial public offering and dated August 12, 1994, contained 
misstatements of material facts and omitted to state material facts 
necessary to make the statements contained in the Offering Circular not 
misleading. The complaint avers that the purported misrepresentations 
include false statements representing that the appraised valuation and 
number of shares to be issued in the initial offering would be 
increased only if market and economic conditions warranted such 
increase. The complaint alleges that the increase in appraised value 
was not warranted by market or economic conditions.

The complaint seeks unspecified monetary damages against the 
defendants, including the Company, on behalf of all persons who 
subscribed for and purchased shares of common stock in Northwest's 
initial public offering.

By Order dated November 17, 1995, the Court dismissed the complaint 
with prejudice against all defendants on the ground that plaintiff 
failed to identify affirmative misrepresentations and material 
omissions of fact in the Offering Circular. On December 14, 1995, 
plaintiff filed an appeal with the United States Court of Appeals for 
the Third Circuit and oral arguments were held on January 21, 1997. The 
Court of Appeals affirmed the dismissal in February of 1997.

In November of 1997, the class counsel re-filed essentially the 
identical class action in state court in Allegheny County, 
Pennsylvania. In the new action, plaintiffs seek damages against the 
Company for breach of contract, breach of fiduciary duty and 
interference with contract. The Company and the other defendants have 
filed preliminary objections seeking dismissal of the complaint and to 
transfer the matter to Erie County, Pennsylvania.

The Company is entitled to a defense and to indemnification from the 
issuer, Northwest.  The Company believes that it possesses strong 
defenses to the claims and intends to defend the case vigorously.  
Given the recent filing of the suit, however, it is too soon to project 
the likely outcome.

Item 4. 	SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

None.
PART II

Item 5. 	MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED 		
	SHAREHOLDER MATTERS

The Company's Common Stock is traded in the OTC market and quoted on 
the National Market segment of the NASDAQ Stock Market under the symbol 
"RBCO."  The following table sets forth the high and low closing sales 
prices of the common stock, as quoted by the NASDAQ Stock Market, and 
dividends declared by the Company during the quarterly periods 
indicated.

<TABLE>
<CAPTION>
	Closing Market Price<F1><F2>	Dividends Declared<F2>
	High 	Low 	
<S>	<C>	<C>	<C>

1997:  
First Quarter 	$  5.000	$  4.125	$  .05
Second Quarter 	5.250	4.000	.01
Third Quarter 	7.250	4.500	.01
Fourth Quarter 	8.125	6.500	.01

1996:  
First Quarter 	$  7.625	$  6.750	$  .05
Second Quarter 	7.500	6.625	.05
Third Quarter 	7.000	5.375	.05
Fourth Quarter 	5.625	3.750	.05

<FN>
<F1> 	The closing market prices are rounded to the nearest 1/8.
<F2> 	All share and per share data have been adjusted for a 5% stock 
dividend declared on January 26, 1996 	and paid on February 13, 1996.
</FN>
</TABLE>  

Due to the volatile nature of the Company's business, it is the policy 
of the Board of Directors to determine dividends individually for each 
quarter. In the future, the Board of Directors may determine on an 
annual basis if a dividend will be paid and the amount of the dividend. 
In evaluating the possible distribution of dividends, the Board 
considers, among other things, the level of the Company's earnings, its 
operating capital requirements, the current and prospective business 
and operating environment and alternative uses of any excess operating 
capital.  This policy is subject to change at any time.

The number of common shareholders of record as of February 27, 1998, 
was 420.

Item 6.	SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
Five Year Selected Financial Data
(In thousands except per share amounts)

At or for the years ended December 31, 1997	1996	1995	1994	1993
<S>	<C>	<C>	<C>	<C>	<C>
Statement of Operations Data:
Revenues
Principal transactions	$ 16,012	$  9,846	$13,224	$11,770	$14,122
Investment banking	14,924	12,822	7,840	14,092	9,232
Commissions	5,202	4,291	2,802	2,362	3,456
Interest and dividends	1,328	1,329	894	641	675
Other	       277	       222	    228	235	368
	Total revenues	  37,743	  28,510	  24,988	  29,100	   27,853
	Interest expense	       816	    1,096	     473	      200	127
	Net revenues	  36,927	  27,414	  24,515	  28,900	  27,726

Non-interest expenses	
Compensation and benefits	21,349	18,831	15,235	15,526	15,358
Floor brokerage, exchange 
and clearing fees	2,230	2,085	1,730	1,131	1,737
Communications	1,763	1,408	1,288	1,074	1,174
Professional fees	1,571	1,098	774	1,020	568
Occupancy, equipment rental 
and depreciation	1,435	1,316	991	822	883
Advertising and market development	1,015	907	615	437	477
Other	    1,425	    1,412	1,016	1,010	744
	Total non-interest expenses   	  30,788	  27,057	21,649	21,020	  20,941

Income before provision 
for income taxes             	6,139	357	2,866	7,880	6,785
Provision for income taxes	    2,274	97	1,078	3,114	    2,631

Net income	$ 3,865	$ 260	$ 1,788	$ 4,766	$4,154

Earnings per share 
Basic	$  1.13	$ .02	$ .50	$  1.37	$ 1.12
Diluted 		$  1.09	$ .02	$ .50	$  1.32	$ 1.12

Weighted average shares 
Basic	3,304	3,197	3,250	3,296	3,701
Diluted		3,537	3,522	   3,560	3,609	3,701

Selected Statement of Financial Condition Data:
Total assets 	$  56,592	$  36,947	$ 38,126	$20,396	$19,442
Total liabilities<F1>	    41,931	    25,778	26,040	7,915	7,248
Total stockholders' equity	    14,661	    11,169	12,086	12,481	12,194
Book value per share 
- fully diluted	$  4.09	$  3.21	$ 3.40	$  3.52	$ 3.29
Cash dividends declared	$   .08	$   .20	$  .69	$   .91	$  .91

All share and per share information has been retroactively restated to reflect 
a 5% stock dividend declared on January 26, 1996 and paid on February 13, 
1996.

<FN>
<F1> Includes a subordinated loan with an outstanding balance of $7,000,000 at 
December 31, 1997.
</FN>
</TABLE>

Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 		
		CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

This report on Form 10-K, including but not limited to the Description 
of Business section, contains "forward-looking" statements.  Ryan, Beck 
& Co. ("the Company") is including this statement for the express 
purpose of availing itself of the protections of the safe harbor 
provided by the Private Securities Litigation Reform Act of 1995 with 
respect to all such forward-looking statements.  Examples of forward-
looking statements include, but are not limited to (a) projections of 
revenues, income or loss, earnings or loss per share, capital 
expenditures, growth prospects, dividends, capital structure and other 
financial items, (b) statements of plans and objectives of the Company 
or its management or Board of Directors, (c) statements of future 
economic performance and (d) statements of assumptions underlying other 
statements and statements about the Company or its business.

The Company's ability to predict projected results or to predict the 
effect of certain events on the Company's operating results is 
inherently uncertain.  Therefore, the Company wishes to caution each 
reader of this report to carefully consider certain factors, including 
competition for clients; market conditions regarding buyers and sellers 
of securities; legal and regulatory developments and market and 
regulatory conditions relating to public offerings, underwritings, 
mergers and acquisitions and municipal bonds and other factors 
discussed herein, because such factors in some cases have affected and 
in the future (together with other factors) could affect, the ability 
of the Company to achieve its anticipated results and may cause actual 
results to differ materially from those expressed herein.

Overview

The following discussion and analysis should be read in conjunction 
with the Company's consolidated financial statements and the notes 
related thereto presented elsewhere herein.  The discussion of results, 
causes and trends should not be construed to imply any conclusion that 
such results, causes or trends will necessarily continue in the future.

Ryan, Beck & Co., Inc. is a boutique investment firm that is 
principally engaged in the underwriting, distribution and trading of 
tax-exempt, bank equity and debt securities.  The Company provides 
investment banking, research and financial advisory services to the 
financial services industry, with a focus on corporate finance and 
merger related services. The Company also offers a general securities 
brokerage business with investment and insurance products for retail 
and institutional clients.  The Company operates on a fully-disclosed 
basis through a clearing broker.

All aspects of the Company's business are highly competitive and 
impacted by regulatory, economic and other factors outside of its 
control, including, but not limited to, general economic and financial 
conditions, the volume and price levels of securities markets, the 
demand for investment banking services and interest rate changes and 
volatility. In addition, a significant portion of the company's 
expenses, including salaries and benefits, occupancy and 
communications, are relatively fixed and do not vary with market 
activity.  Consequently, operating results of the Company fluctuate, 
and therefore, the results of any individual period should not be 
considered representative of future performance.

The last several years were highly profitable for the securities 
industry and for many individual investors as well.  Declining interest 
rates, together with corporate profit growth, led to increased investor 
activity, propelling stock prices to record highs.  During 1997, the 
Dow Jones Industrial Average ("DJIA") climbed 25.1% while the National 
Association of Securities Dealers Automated Quotation System ("NASDAQ") 
average added a 21.5% gain. Bank and thrift stocks, in particular, were 
in favor with investors and participated in the increase as reflected 
in the NASDAQ Bank Composite Index, which rose 63.9% in 1997.   In 
addition, for 1996 the DJIA rose 24.5% while the NASDAQ Bank Composite 
Index rose 26.2%.  Mutual funds continued to attract strong inflows of 
cash, directed primarily at domestic equity funds.  Bonds also provided 
some of the highest returns on record to fixed-income investors owing 
in part to declining interest rates.

Business Combination

On February 9, 1998, the Company entered into a definitive agreement 
with BankAtlantic Bancorp, Inc. ("BankAtlantic"), whereby all of the 
Company's outstanding common shares would be acquired by BankAtlantic 
in an exchange for BankAtlantic's Class A Common Stock. The agreement 
establishes a fixed exchange ratio of .761 shares of BankAtlantic Class 
A Common Stock for each share of the Company's common stock. The 
agreement, when consummated, also will establish an incentive and 
retention pool, under which shares of BankAtlantic's Class A common 
stock equal in the aggregate to approximately 20% of the aggregate 
value of the shares of Class A Common Stock issued in the merger 
(excluding options issued in the merger in exchange for other options 
and excluding shares of Class A Common Stock issued in the merger in 
exchange for shares of Company Common Stock which were issued by the 
Company after February 9, 1998) and the value of the shares dedicated 
to the retention pool will be allocated to key employees of the Company 
and the allocated shares, subject to certain exceptions, will be 
distributed after four years to an employee who remains with the 
Company for that period.  

The BankAtlantic agreement is subject to the receipt of all regulatory 
approvals and approval of the stockholders of the Company at a 
stockholders meeting.  The Company expects that the transaction will be 
closed during the second quarter of 1998, and thereafter, the Company 
will operate as an autonomous independent subsidiary of BankAtlantic.  
If consummated, the transaction would constitute a change in control 
under certain Company stock plans and, as a result, under those plans 
which mandate an acceleration of vesting in the event of a change of 
control, all outstanding restricted stock grants of the Company will 
become fully vested.  In addition, it is anticipated that the merger 
transaction would trigger a change in control provision in one 
employment contract of a senior executive and board member which will 
lead to a pre-tax charge to compensation expense of $780,000 upon 
consummation of the transaction.  The Long-Term Stock Incentive Plan, 
adopted December 11, 1997 (see Note 13 to the Consolidated Financial 
Statements), does not mandate acceleration of vesting and no such 
acceleration will occur.

Statement of Financial Condition

Cash and cash equivalents increased by $7,393,000 to $7,406,000 from 
$13,000.  This increase reflects a $7,000,000 investment in a short 
term money market fund.  This investment represents the remaining 
portion of a $20,000,000 subordinated loan.  On January 2, 1998, this 
investment was used to retire the then outstanding principal balance of 
the subordinated loan (see Notes 1 and 8 to the Consolidated Financial 
Statements).    

Securities owned increased by $10,200,000 to $43,989,000 from 
$33,789,000.  This increase represents an increase in tax-exempt 
securities of $14,588,000, which was partially offset by a decrease in 
taxable securities of $3,803,000. The increase in tax-exempt securities 
was primarily due to the Company's participation in several new 
competitive underwritings issued by municipalities in the State of New 
Jersey. It was the Company's strategy to increase its tax-exempt 
portfolio to capitalize on anticipated strong demand for municipal 
bonds in January of 1998 due to reinvestment money coming into the 
marketplace. This overall increase in securities owned was largely 
financed by the loan from the clearing broker (see Notes 3 and 5 to the 
Consolidated Financial Statements).

Property and equipment, net, increased by $2,496,000 to $2,867,000 from 
$371,000 due to purchases of furniture and equipment and leasehold 
improvements at the Company's new headquarters in Livingston, New 
Jersey and at its new satellite office in Shrewsbury, New Jersey.  
These additions were largely financed by a bank note payable (see Note 
7 to the Consolidated Financial Statements).

During 1997, the Company redeemed all of its outstanding Cumulative 
Convertible Preferred, Series A stock.  Proceeds to the ESOP from the 
redemption of 76,554 shares were used to retire the then outstanding 
ESOP loan balance (see Notes 9 and 13 to the Consolidated Financial 
Statements).    

Total stockholders' equity increased by $3,492,000 to $14,661,000 from 
$11,169,000.  This increase is primarily due to net income of 
$3,865,000, proceeds from the Employee Restricted Stock Purchase Plan 
of $951,000, and the purchase of $579,000 of common stock by the 
Company's ESOP.  These transactions were partially offset by the 
redemption of its Cumulative Convertible Preferred stock of $2,018,000 
(see Notes 9 and 13 to the Consolidated Financial Statements).

Results of Operations

For the year ended December 31, 1997, the Company reported net income 
of $3,865,000, or $1.09 per diluted share, compared with net income of 
$260,000, or $.02 per share, in 1996 and $1,788,000, or $.50 per share, 
in 1995. Net income for the year ended December 31, 1996, exclusive of 
one-time after-tax charges, was $1,341,000, or $.36 per share.

Revenues

Total revenues during 1997 increased $9,233,000, or 32.4%, to 
$37,743,000 from $28,510,000 in 1996. Revenues were strong in 1997 with 
individual record levels attained from investment banking and 
commission income.  Total revenues in 1996 increased $3,522,000, or 
14.1%, to $28,510,000 in 1996 from $24,988,000 in 1995.

Revenues from Principal Transactions

The Company effects certain transactions with its clients by acting as 
principal and, therefore, seeks to maintain inventories primarily of 
bank and thrift equity securities and fixed income securities to 
satisfy investor demand.  Realized and unrealized gains and losses may 
result from holding securities positions for resale to investors and 
are included in principal transaction revenue.

Revenues from principal transactions increased by $6,166,000, or 62.6%, 
to $16,012,000 for the year ended December 31, 1997 from $9,846,000 in 
1996.  This increase was primarily due to increases of $5,178,000 from 
trading equity securities.  The increase in trading revenue from equity 
securities reflects the continued strong performance of bank and thrift 
stocks.   Revenues from the trading of taxable and tax-exempt debt 
securities also increased by $762,000 and $226,000 respectively, due 
primarily to improved interest rate risk management strategies and 
favorable market conditions.

Revenues from principal transactions decreased $3,378,000, or 25.5%, to 
$9,846,000 for the year ended December 31, 1996 from $13,224,000 in 
1995.  This decrease can be attributed to decreases of $2,111,000 from 
trading tax-exempt securities and $1,527,000 from trading taxable debt 
securities, which were partially offset by an increase of $260,000 from 
trading equity securities.  The decrease in trading revenues 
attributable to tax-exempt and taxable debt securities reflected an 
extraordinarily volatile bond market and the continued compression of 
underwriting spreads in municipal securities.  In addition, trading 
revenues were adversely affected by costs associated with implementing 
an interest rate risk management strategy.  

Revenues from Investment Banking

The Company derives investment banking revenue by underwriting debt and 
equity offerings of securities for banks and thrifts and underwriting 
tax-exempt securities for governmental entities.  The Company provides 
financial advisory services to financial services companies in 
connection with capital formation, strategic planning, branch sales, 
mergers and acquisitions (including appraisals and fairness opinions), 
shareholder/ investor issues and financial management. 

Revenues from investment banking services rose $2,102,000, or 16.4%, to 
a record of $14,924,000 for the year ended December 31, 1997 from 
$12,822,000 in 1996.  Fees from underwriting equity securities rose 
$5,017,000 to $7,828,000, reflecting strong demand by banks and thrifts 
seeking additional regulatory capital through the issuance of trust 
preferred securities. During 1997, the Company acted as manager or co-
manager of ten trust preferred securities offerings, which raised 
approximately $401,050,000 in new capital for financial institutions.  
The Company managed or co-managed a total of twelve public offerings 
and private placements which raised in excess of $547,000,000 for bank 
and thrift clients.  In addition, the Company underwrote over 
$33,600,000 of Unit Investment Trusts. Revenue from tax-exempt 
underwritings increased by $251,000 to $1,298,000, due to both an 
increase in the size and number of offerings that the Company managed 
or co-managed and due to a more favorable interest rate environment.  
Fees from underwriting taxable debt securities increased by $515,000 to 
$2,055,000, due to a large convertible debt offering completed in 1997. 
Partially offsetting these increases was a decrease in consulting, 
placement and valuation fees of $3,681,000 to $3,743,000.  This 
decrease was primarily due to a reduction in revenues related to thrift 
conversions and mutual holding company formations and, to a lesser 
extent, a reduction in merger and acquisition fees. The Company expects 
future revenues resulting from thrift conversions and mutual holding 
company formations could be volatile because of increased competition 
and a smaller universe of mutual institutions.  The Company expects 
that 1998 underwriting revenue will decline from that recorded in 1997.  
Although there can be no assurances that it will be successful, the 
Company is attempting to diversify its revenue sources into related 
financial service companies.

Revenues from investment banking services increased $4,982,000, or 
63.5%, to $12,822,000 for the year ended December 31, 1996 from 
$7,840,000 in 1995.  This increase was due to a $2,930,000 increase in 
revenues related to consulting, placement and valuation fees, an 
increase in revenue from underwriting equity securities of $834,000 and 
an increase in revenue from underwriting taxable and tax-exempt debt 
securities of $1,084,000 and $134,000, respectively.  The increase in 
consulting, placement and valuation fees resulted from an increase in 
revenues related to thrift conversions and merger and acquisition 
advisory fees.  The increase in revenues during 1996 from thrift 
conversions, including mutual holding company formations, is a result 
of the greater size of the transactions which closed during 1996 as 
compared to 1995.  Additionally, fee income from merger and acquisition 
advisory services was significantly higher during 1996 as compared to 
1995.  This was a result of a larger number of merger and acquisition 
transactions during the 1996 period and the greater size of the 
transactions versus 1995. 

Commission Income

Commission income increased $911,000, or 21.2%, to a record $5,202,000 
for the year ended December 31, 1997 from $4,291,000 in 1996.  The 
increase in revenues is primarily due to an increase in equity 
commissions of $558,000 and an increase of $353,000 in mutual fund 
commissions.  This increase is reflective of continued strong demand 
for equity securities and mutual funds, as well as a larger sales 
force.  Additionally, the Company has established a number of strategic 
alliances with mutual fund sponsors which has resulted in a larger 
selection of mutual funds for its customers.  

Commission revenue increased $1,489,000, or 53.1%, to $4,291,000 in 
1996 from $2,802,000 in 1995.  The increase in revenues was primarily 
due to an increase in equity commissions of $1,119,000 and in mutual 
fund commissions of $370,000. These increases were mainly attributable 
to increased retail trading activity and higher mutual fund sales due 
to greater investor demand and selection of mutual funds.

Expenses

Interest Expense

Interest expense decreased $280,000, or 25.5% to $816,000 for the year 
ended December 31, 1997 from $1,096,000 in 1996.  This decrease 
reflects lower average borrowings from the Company's clearing broker, 
as a result of lower inventory levels and lower average interest rates.

Interest expense increased $623,000 or 131.7% to $1,096,000 for the 
year ended December 31, 1996 from $473,000 in 1995.  This increase was 
due to higher average borrowing levels from the Company's clearing 
broker which were partially offset by lower interest rates.

Non-interest Expense

Total non-interest expenses increased $3,731,000, or 13.8%, to 
$30,788,000 for the year ended December 31, 1997 from $27,057,000 in 
1996.  This increase is primarily attributed to an increase in 
compensation and benefits of $2,518,000, an increase in professional 
fees of $473,000 and an increase of $355,000 in communication expenses.  
In addition, floor brokerage, exchange and clearance fees increased by 
$145,000, and occupancy and equipment expense increased by $119,000.  
The increase in compensation and benefits is mainly attributable to an 
increase in commission expenses of $3,052,000 which were primarily 
associated with the sale of equity and debt underwritings and the two 
Unit Investment Trusts.   In addition, an increase in staffing levels 
and bonus expense related to increased incentive compensation payments, 
reflecting the Company's 1997 performance partially offset the impact 
of non-recurring pre-tax charges of $1,327,000 in 1996.  In 1996, one-
time pre-tax charges of $1,327,000 were incurred as a result of 
severance payments related to the resignation of two senior executives 
and Board members.  The increase in professional fees is due to 
recruiting costs associated with the Company's plan of enhancing and 
expanding its research and corporate finance departments, as well as 
various other activities throughout the year.  The increase in 
communication expense is due to additional quotation, telephone and 
postage expenses associated with a larger sales force.  The increase in 
floor brokerage, exchange and clearance fees is due to an increase in 
trade volume.  The increase in occupancy and equipment expense is due 
to the Company moving to a larger and more modern headquarters, as well 
as the opening of the Shrewsbury, NJ and Chicago, IL offices. 

Total non-interest expenses increased $5,408,000, or 25.0%, to 
$27,057,000 for the year ended December 31, 1996 from $21,649,000 in 
1995.  This increase is primarily attributed to an increase in 
compensation and benefits of $3,596,000, an increase of $355,000 in 
floor brokerage and clearing fees and an increase of $325,000 in 
occupancy and equipment expense.  In addition, increases in advertising 
and market development, professional fees and other expenses of 
$292,000, $324,000 and $396,000, respectively, contributed to the 
overall increase in total non-interest expenses.  The increase in 
compensation and benefits is partially attributable to one-time pre-tax 
charges of $1,327,000 as a result of severance payments related to the 
resignation of two senior executives and Board members.  In addition, 
increases in commission expense, salary and bonus expense are 
consistent with higher investment banking and commission revenues, as 
well as an increase in the number of employees.  The increase in 
advertising and market development is primarily due to an increase in 
printing and promotional expenses.  The increase in professional fees 
is due to expenses associated with a pre-tax charge of $83,000 for an 
abandoned debt offering, as well as additional legal expenses and 
consulting fees associated with the Company's relocation of its 
headquarters in 1997.  The increase in other operating expenses is 
primarily the result of a one-time pre-tax charge of $200,000 for 
incidental expenses related to the relocation of the Company's 
headquarters and an increase in other expenses. The increase in floor 
brokerage, exchange and clearance fees is a result of an increase in 
trade volume. The increase in occupancy and equipment expense is mainly 
attributed to a pre-tax charge of $192,000 to write off leasehold 
improvements and equipment as part of the Company's plan to move its 
headquarters.

Year 2000

The Company is aware of the Year 2000 challenges facing the securities 
industry. The Company has begun identifying all internal and external 
processes, services and vendors that will be impacted, and will develop 
testing strategies and contingency plans.  Management has not 
determined what the cost associated with implementing all necessary 
changes for the Year 2000 conversion will be, but it does not expect 
the cost to be material to the Company's results of operations, 
financial condition or cash flows.

Because of the critical nature of the relationship with the Company's 
clearing broker, the Company will develop criteria for testing the 
clearing broker's plans, contingencies and efforts towards Year 2000 
compliance.  The Company will design a method by which to evaluate the 
clearing broker's readiness.  Management has been informed by the 
clearing broker that all applications will be year 2000 compliant by 
December 31, 1998.  User testing is scheduled for the first quarter of 
1999.

Management believes that the Company has taken all reasonable 
precautions to ensure a smooth transition. However, like all securities 
firms, the Company's brokerage business is highly dependent on outside 
service providers and, as such, any problems encountered could 
potentially have a material adverse effect on the Company's activities 
and, accordingly, its results of operations, financial condition and 
cashflows.

Liquidity

As of December 31, 1997, the Company's Consolidated Statement of 
Financial Condition reflects an essentially liquid financial position, 
with most of the Company's assets consisting of assets which are 
readily convertible into cash.  The Company's securities positions in 
its trading accounts (both long and short) are, in large part, readily 
marketable.

The Company finances its business through the use of available capital 
and short-term secured borrowings.  The Company maintains a facility 
pursuant to which it may borrow additional funds on a secured short-
term basis from its clearing broker.  The amount available for 
borrowing under this facility is related to the level of securities 
inventory at the clearing broker which may be pledged as collateral.  
At December 31, 1997, the interest rate for such funds was 7.25%.

On June 11, 1997, the Company secured a commitment for a $2,000,000 
revolving credit facility to finance the Company's working capital 
needs. The facility is secured by the Company's certificate of deposit 
inventory maintained with its clearing broker in an amount which is at 
least 105% of the outstanding loan amount. Loans under this facility 
accrue interest at a rate equal to the LIBOR rate plus 100 basis points 
(30, 60 and 90 day interest periods are available).  At December 31, 
1997, there were no borrowings under this facility.  

Effects of Inflation

Because the Company's assets are largely liquid, and because securities 
inventories are carried at current market values, the impact of 
inflation is reflected in its consolidated financial statements.  
However, the rate of inflation also affects expenses such as employee 
compensation, rent, and communications, and such effects may not be 
readily recoverable through increased commission rates, trading profits 
or fees.  To the extent that inflation has other adverse effects on 
prices and activities in the securities markets and, in particular, on 
interest rate conditions in the credit markets, it may adversely affect 
the Company's financial position and results of operations.

Subsequent Events

On February 9, 1998, the Company entered into an agreement to acquire 
for stock and cash Cumberland Advisors, a New Jersey based money 
manager with approximately $400 million under management.  In the 
transaction, the Company also acquired Cumberland Consulting, a 
financial advisor to state and local governmental units.  The Company 
paid approximately $1.3 million in cash and issued 167,742 shares of 
common stock.  The agreement contains provision for contingent 
payments and future earn out payments should certain performance 
goals be met over the next three years, as well as for recapture of a 
portion of the shares issued if performance goals are not met.  This 
transaction was consummated on February 27, 1998.

On January 28, 1998, the Company made an investment of $1,861,000 in 
8% Cumulative Convertible Preferred Stock, Series A of a New Jersey 
based financial institution specializing in mortgage servicing.  In 
accordance with Rule 15c3-1, this investment is considered a non-
allowable asset and, as such, reduces net capital by the full amount 
of the investment.

On January 2, 1998, the Company repaid the outstanding temporary 
subordinated loan obligation of $7,000,000.  On January 31, 1998, the 
Company's regulatory net capital was approximately $7,363,000, which 
exceeded minimum net capital rule requirements by $6,363,000.


 Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of Ryan, Beck & Co., Inc. 
and subsidiaries:

We have audited the accompanying consolidated statements of financial 
condition of Ryan, Beck & Co., Inc. and subsidiaries as of December 31, 
1997 and 1996, and the related consolidated statements of income, 
changes in stockholders' equity, and cash flows for the years then 
ended. These consolidated financial statements are the responsibility 
of the Company's management.  Our responsibility is to express an 
opinion on these consolidated financial statements based on our audits. 
The consolidated financial statements of the Company for the year ended 
December 31, 1995 were audited by other auditors whose report, dated 
February 5, 1996, expressed an unqualified opinion on those 
consolidated financial statements.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements. An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well 
as evaluating the overall financial statement presentation. We believe 
that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, 
in all material respects, the financial position of Ryan, Beck & Co., 
Inc. and subsidiaries at December 31, 1997 and 1996, and the results of 
their operations and their cash flows for the years then ended in 
conformity with generally accepted accounting principles.

Deloitte & Touche LLP

New York, New York
February 20, 1998

<TABLE>
RYAN, BECK & CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

<CAPTION>		December 31,
	1997		1996	
<S>	<C>	<C>
ASSETS		
Cash and cash equivalents		$  7,406	$         13
Cash segregated under federal and other regulations	8	17
Receivable from:
 Brokers and dealers		52	25
 Accrued revenues		216	225
 Other		366	371
Securities owned, at market value 		43,989	33,789
Prepaid income taxes		-	950
Deferred income taxes		1,056	830
Property and equipment, at cost, less 
  accumulated depreciation and amortization		2,867	371
Other assets		632	356

Total assets 		$  56,592	$  36,947

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to clearing broker		$  22,874	$   15,375
Securities sold, but not yet purchased, 
at market value		3,120	5,424
Accrued employee compensation and benefits		3,381	2,249
Accounts payable and other accrued expenses 		2,739	2,192
ESOP loan obligation		-	          538
Bank note payable		1,926	-
Income taxes payable		        891	             -

Total liabilities		   34,931	   25,778

Subordinated loan		     7,000	             -

Stockholders' equity:
 Preferred stock - $.10 par value
     Authorized:  2,000,000 shares
     Issued: 0 and 397,948 shares in 1997 and 1996	-	40
 Common stock - $.10 par value
     Authorized:  30,000,000 shares
     Issued:  3,676,691 and 3,253,695 shares 
	in 1997 and 1996		368	325
 Additional paid-in capital		11,602	11,875
 Retained earnings			3,724	246
 Treasury stock, at cost, 88,000 common shares 
	in 1997 and 1996		(624)	(624)
 Unearned compensation - restricted stock grants	(409)	(173)
 Unearned ESOP compensation		-	         (520)
Total stockholders' equity	  	14,661	      11,169
        
Total liabilities and stockholders' equity 		$   56,592	   $    36,947

See notes to consolidated financial statements.

</TABLE>

<TABLE>
RYAN, BECK & CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 (IN THOUSANDS, EXCEPT PER SHARE DATA)

<CAPTION>	Year Ended December 31,       
                                     	1997	1996	1995
<S>	<C>	<C>	<C>
Revenues:
  Principal transactions          	$  16,012	$   9,846	$  13,224
  Investment banking                   	14,924	12,822	7,840
  Commissions                          	5,202	4,291	2,802
  Interest and dividends               	1,328	1,329	894
  Other                                  	277	        222	        228
     Total revenues                   	   37,743	   28,510	   24,988
     Interest expense	        816	     1,096	        473
     Net revenues	   36,927	   27,414	   24,515
	
Non-interest expenses:
  Compensation and benefits 	21,349	18,831	15,235
  Floor brokerage, exchange and clearance fees               	2,230
	2,085	1,730
  Communications                       	1,763	1,408	1,288
  Professional fees	1,571	1,098	774
  Occupancy, equipment rental 
  and depreciation             	1,435	1,316	991
  Advertising and market development	1,015	907	615
  Other	     1,425	     1,412	     1,016

     Total non-interest expenses         30,788		   27,057	   21,649

Income before provision for income taxes  	6,139	357	2,866

Provision for income taxes	     2,274	         97	      1,078

Net income                           	$   3,865	$     260	$    1,788

Earnings per common share:
     Basic	$     1.13	$      .02	$        .50
 	   Diluted 	$     1.09	$      .02	$        .50

Weighted average number of  shares:
     Basic	3,304	3,197	3,250
     Diluted	3,537	3,522	     3,560

See notes to consolidated financial statements.
</TABLE>


<TABLE>
RYAN, BECK & CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 (IN THOUSANDS EXCEPT SHARE DATA)
<CAPTION>
					Unearned	Unearned		Total
			Additional 		Compensation	ESOP		Stock-
	Common	Preferred	Paid-in  	Retained	Restricted   	Compen-	Treasury	holders'
	Stock 	Stock	Capital 	Earnings	Stock Grants 	sation	Stock	Equity  

<S>	<C>	<C>	<C>	<C>	<C>	<C>	<C>	<C>
Balance at January 1, 1995	$  308	$  44	$ 10,907	$ 2,547	$ (488) 	$ (837)	$   -	$12,481
Tax related benefit from stock 
  transactions with employees	-	-	16	-	-	-	-	16
Unearned compensation
  restricted stock grants	-	-	-	-	(167)	-	-	(167)
Amortization of restricted
  stock grants - unearned 
  compensation	-	-	-	-	254	-	-	254
Amortization of ESOP unearned	
  compensation	-	-	30	-	-	180	-	210
Conversion of preferred stock	
  to common stock(33,325 shares)	3	(3)	-	-	-	-	-	-
Treasury stock purchases 
  (13,618 shares)	-	-	-	-	-	-	(91)	(91)
Net income	-	-	-	1,788	-	-	-	1,788
Cash dividends declared: common	-	-	-	(2,226)	-	-	-	(2,226)
    preferred	 	        -	        -	         -	      (179)	        -	         -	-	(179)
5% stock dividend declared on 
 January 26, 1996	      16	        -	     1,096	   (1,112)	-	-	- 	   -
Balance at December 31, 1995	    327	     41	   12,049	       818	    (401) 	    (657)	     (91)	  12,086
Retirement of 19,393 shares of
    common stock	(2)	-	(127)	-	-	-	129	-
Forfeiture of restricted 
  stock grants(10,347 shares)	(1)	-	(58)	-	59	-	-	-
Unearned compensation -
   restricted stock grants	-	-	-	-	(175)	-	-	(175)
Amortization of restricted stock
   grants unearned compensation	-	-	-	-	344	-	-	344
Amortization of ESOP 
   unearned compensation	-	-	11	-	-	137	-	148
Conversion of preferred stock
   to common stock (12,907 
   shares)	1	(1)	-	-	-	-	-	-
Treasury stock purchases 
  (93,475 shares)	-	-	-	-	-	-	(662)	(662)
Net Income	-	-	-	260	-	-	-	260
Cash dividends declared: common 	-	-	-	(642)	-	-	-	(642)
  preferred		-	        -	-	     (190)	 -	-	-	      (190)
Balance at December 31, 1996	  325	   40	 11,875	     246	  (173)	  (520)	 (624)	11,169
Shares issued under Employee 
  Restricted Stock Purchase 
  Plan (221,038 shares)	22	-	1,166	-	(237)	-	-	951
Shares issued under Discretionary 
  Incentive Bonus Program 
  (37,601 shares)	4	-	255	-	-	-	-	259
Cancellation of restricted 
  stock grants (20,970 shares)	(2)	-	(111)	-	113	-	-	-
Unearned compensation -
   restricted stock grants 
   (43,439 shares)	5	-	186	-	(249)	-	-	(58)
Amortization of restricted 
  stock grants - unearned 
  compensation	-	-	-	-	137	-	-	137
Conversion of Preferred stock to
   Common stock (33,660 shares)	3	(3)	-	-	-	-	-	-
Redemption of Preferred stock
  (364,288 shares) 	-	(37)	(2,423)	-	-	442	-	(2,018)
Amortization of ESOP 
   unearned compensation	-	-	-	-	-	78	-	78
Shares purchased by ESOP 
  (89,399 shares)	9	-	570	-	-	-	-	579
Shares issued through exercise 
  of stock options 
  (21,500 shares)	2	-	84	-	-	-	-	86
Net Income	-	-	-	3,865	-	-	-	3,865
Cash dividends declared: common	-	-	-	(258)	-	-	-	(258)
  preferred	       -	      -	           -	    (129)	-	-	-	 (129)
Balance at December 31, 
  1997	$ 368	$   -	$11,602	$ 3,724	$ (409)	$   -	$(624)	$14,661


See notes to consolidated financial statements.
</TABLE>

<TABLE>
RYAN, BECK & CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<CAPTION>
	Year Ended December 31,       
	1997	1996	1995
<S>	<C>	<C>	<C>
Cash flows from operating activities:
	Net income                                     	$   3,865	$     260	$   1,788
	Noncash items included in net income:
	Depreciation and amortization           	413	575	289
	Amortization of restricted stock grants	137	344	254
	Amortization of ESOP unearned compensation	78	148	210
	Deferred income taxes	(226)	(196)	(201)
	Increase (decrease) in allowance for doubtful accounts 	60	-	(10)

	(Increase) decrease in operating assets:
	Cash segregated under federal and other regulations	9	(6)	-
	Receivables:
		Brokers and dealers	(27)	884	(867)
    Accrued revenues	9	(115)	(59)
   	Other 	(55)	(69)	66
  	Securities owned, at market value 	(10,200)	909	(16,010)
  	Prepaid income taxes 	950	(722)	(228)
  	Other assets 	(276)	104	(219)
	
Increase (decrease) in operating liabilities:
	Payable to clearing broker	7,499	(805)	14,896
	Securities sold, but not yet purchased, at market value 	(2,304)	(385)	4,918
	Accrued employee compensation and benefits	1,132	551	(465)
	Accounts payable and other accrued expenses	547	514	218
	Income taxes payable 	       891	            -	   (1,271)

	Net cash provided by operating activities	    2,502	    1,991	    3,309

Cash flows from investing activities -  
	Capital expenditures, net 	   (2,909)	       (243)	       (484)

Cash flows from financing activities:
	Proceeds from bank note payable	2,000	-	-
	Principal repayments of bank note payable	(74)	-	-
	Proceeds from subordinated loans	25,000	-	-
	Principal repayments of subordinated loans	(18,000)	-	-
	Redemption of preferred stock, 
    net of unearned compensation	(2,018)	-	-
	Common stock repurchased for restricted stock grants 	(58)	(175)	(167)
	Proceeds from shares issued under 
	  Employee Restricted Stock Purchase Plan	951	-	-
	Purchase of common stock by ESOP	579	-	-
	Principal repayments of ESOP obligation  	(538)	(137)	(171)
	Proceeds from the exercise of stock options	86	-	-
	Common stock issued under Discretionary Incentive
		Bonus Program	259	-	-
	Purchase of Treasury Stock	-	(662)	(91)
	Tax related benefit from stock transactions with employees	-	-	16
	Dividends paid: common	(258)	(642)	  (2,226) 
 		preferred		       (129)	      (190)	      (179)
	Net cash provided by (used in) financing activities 	     7,800	    (1,806)	   (2,818)
Net increase (decrease) in cash 	7,393	(58)	7

Cash and cash equivalents at beginning of year	          13	         71	         64
  
Cash and cash equivalents at end of year	$   7,406	$       13	$       71
Supplemental disclosures of cash flow information:
  Cash paid during the year for:
   Interest	$    799	$  1,043	$    462
   Income taxes	947	1,001	2,976


See notes to consolidated financial statements.
</TABLE>


RYAN, BECK & CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997

Note 1 - Summary of Significant Accounting Policies

Nature of Business

Ryan, Beck & Co., Inc. (the "Company") is a boutique investment firm 
that is principally engaged in the underwriting, distribution and 
trading of tax-exempt, bank equity and debt securities.  The Company 
provides investment banking, research and financial advisory services 
to the financial services industry, with a focus on corporate finance 
and merger related services. The Company also offers a general 
securities brokerage business with investment and insurance products 
for retail and institutional clients.  The Company operates on a 
fully-disclosed basis through a clearing broker.  

The Company, like other securities firms, is affected by economic and 
political conditions.  Additionally, a substantial portion of the 
operations of the Company is subject to developments affecting 
financial institutions.

Principles of Consolidation

The consolidated financial statements include the accounts of the 
Company and its wholly-owned subsidiaries.  All intercompany 
transactions and balances have been eliminated.

Recognition of Revenues

Securities transactions (and related revenues and expenses) are 
recorded on a trade date basis.  Selling concessions, consulting 
fees, management fees and underwriting fees, less related expenses, 
are recorded in income as earned.  All securities owned and sold, but 
not yet purchased by the Company are valued at market, which results 
in unrealized gains and losses being reflected in current earnings.

Investment banking revenues include gains, losses and fees, net of 
syndicate expense, arising from securities offerings in which the 
Company acts as an underwriter or agent.  Investment banking revenues 
also include fees earned from providing merger and acquisition and 
financial restructuring advisory services.

Income Taxes

The Company uses the asset and liability method in providing income 
taxes on all transactions that have been recognized in the 
consolidated financial statements.  The asset and liability method 
requires that deferred taxes be adjusted to reflect the tax rates at 
which future taxable amounts will be settled or realized.


Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity 
of less than three months when purchased.  At December 31, 1997, 
$7,000,000 is classified as cash and cash equivalents and is invested 
in a short term money market fund.  There were no money market 
positions at December 31, 1996.

Property and Equipment

Depreciation of property and equipment is provided for either on a 
straight-line or declining balance basis using estimated useful lives 
of three to ten years for financial statement purposes.  Accelerated 
depreciation methods are generally used for federal income tax 
purposes.  Leasehold improvements are amortized over the lesser of 
the economic useful life of the improvement or the term of the lease. 

Use of Estimates

The preparation of the consolidated financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities and disclosure of contingent assets 
and liabilities at the date of the consolidated financial statements 
and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to prior years' consolidated 
financial statements to conform with the current year's presentation.

Note 2 - Business Combination

On February 9, 1998, the Company entered into a definitive agreement 
with BankAtlantic Bancorp, Inc. ("BankAtlantic"), whereby all of the 
Company's outstanding common shares would be acquired by BankAtlantic 
in an exchange for BankAtlantic's Class A Common Stock. The agreement 
establishes a fixed exchange ratio of .761 shares of BankAtlantic 
Class A Common Stock for each share of the Company's Common Stock.  
Based upon the closing price of BankAtlantic Bancorp on February 9, 
1998, the value of the agreement to stockholders of the Company was 
$9.75 per share, for an aggregate consideration of approximately 
$38.1 million.  The agreement, when consummated, also will establish 
an incentive and retention pool, under which shares of BankAtlantic's 
Class A Common Stock equal in the aggregate to approximately 20% of 
the total value of the shares of Class A Common Stock issued in the 
merger (excluding options issued in the merger in exchange for other 
options and excluding shares of Class A Common Stock issued in the 
merger in exchange for shares of Company Common Stock which were 
issued by the Company after February 9, 1998) and the value of the 
shares dedicated to the retention pool will be allocated to key 
employees of the Company and the allocated shares, subject to certain 
exceptions, will be distributed after four years to an employee who 
remains with the Company for that period.  

The BankAtlantic agreement is subject to the receipt of all 
regulatory approvals and approval of the stockholders of the Company 
at a stockholders meeting.  The Company expects that the transaction 
will be closed during the second quarter of 1998 and thereafter the 
Company will operate as an autonomous independent subsidiary of 
BankAtlantic.  If consummated, the transaction would constitute a 
change in control under certain Company stock plans and, as a result, 
under those plans which mandate an acceleration of vesting in the 
event of a change of control, all outstanding restricted stock grants 
of the Company will become fully vested.  The Long-Term Stock 
Incentive Plan, adopted December 11, 1997 (see Note 13), does not 
mandate acceleration of vesting of options and no such acceleration 
will occur.

Note 3 - Securities Owned, at Market Value

Securities in the Company's trading account consist of the following:

<TABLE>
<CAPTION>
	December 31,      
	1997	1996 
		(In Thousands)
	<S>	<C>	<C>
	Debt obligations:
	States and municipalities	$32,549	$17,962
	Corporations  	1,368	5,195
	U.S. Government and 
	agencies	                372	2,035	
	Corporate equity	9,675	8,572	
	Other	           25	25

	     Total	$43,989	$33,789
</TABLE>


Note 4 - Property and Equipment

Property and equipment, stated at cost, consist of the following:

<TABLE>
<CAPTION>
	December 31,      
	1997	1996	
		 (In Thousands)
	<S>	<C>	<C>
	Office furniture and equipment	$2,521	$2,543
	Leasehold improvements	1,231	938
		3,752	 3,481
	Less:  Accumulated depreciation
		and amortization	885	       3,110

		$2,867	$371
</TABLE>

Note 5 - Payable to Clearing Broker

In the ordinary course of business, primarily to finance its trading 
inventories, the Company borrows under an agreement with its clearing 
broker by pledging securities owned as collateral.  At December 31, 
1997 and 1996, the balances due the clearing broker were 
approximately $22,874,000 and $15,375,000, respectively. At December 
31, 1997, the interest rate paid on this borrowing was 7.25%.

Note 6 - Securities Sold, But Not Yet Purchased

Securities sold, but not yet purchased consist of the following:

<TABLE>
<CAPTION>
	December 31,      
	1997	1996	
	(In Thousands)

	<S>	<C>	<C>
	Debt obligations:
	States and municipalities	$    -	$   128
	Corporations	3	274
	    U.S. Government and agencies	-	       134
            Corporate equity	3,117	    4,888
	Total                        	$3,120	$ 5,424	
</TABLE>

Securities sold, but not yet purchased are a part of the Company's 
normal activities as a broker and dealer in securities and are 
subject to off-balance-sheet market risk of loss should the Company 
be unable to acquire the securities for delivery to the purchaser at 
prices equal to or less than the current recorded amounts.

Note 7 - Bank Note Payable

On June 11, 1997, the Company entered into an agreement with a bank 
for a $2,000,000 loan facility to finance construction, leasehold 
improvements, furniture and telephone and computer equipment for its 
Livingston and Shrewsbury offices.  Beginning on November 1, 1997, 
the outstanding balance is payable in 54 equal and consecutive 
monthly payments of principal plus interest at a fixed rate of 7.56%.  
The loan is collateralized by property and equipment with a net book 
value of $2,758,000 at December 31, 1997.  At December 31, 1997, the 
balance due under this bank loan was $1,926,000.

Note 8 - Subordinated Borrowings

At December 31, 1997, the Company had outstanding a $7,000,000 
temporary subordinated loan from a bank at the Federal funds rate 
plus 100 basis points.  This loan was required to maintain sufficient 
net capital for open contractual commitments in accordance with the 
Securities and Exchange Commission's ("SEC") Rule 15c3-1.  Under 
applicable regulations, the Company is limited to three temporary 
subordinated loans in any rolling 12 month period.  This loan was the 
Company's second temporary subordinated loan since October 14, 1997 
and, therefore, the Company is limited to one additional temporary 
subordinated loan until after October 13, 1998.  This loan matured 
and was repaid on January 2, 1998.

Note 9 - Preferred Stock

On September 11, 1997, the Company redeemed all of its 364,288 shares 
of outstanding Cumulative Convertible Preferred Stock, Series A (the 
"Series A Preferred Shares") at a price per share of $6.75 plus 
accrued dividends, for an aggregate cost of approximately $2,502,000.

The Company's Employee Stock Ownership Plan ("ESOP") held 
approximately 73,339 allocated and 76,554 unallocated Series A 
Preferred Shares.  The ESOP used the proceeds upon redemption to 
repay an outstanding loan of approximately $469,000, and to purchase 
89,399 shares of newly issued common stock for approximately 
$579,000.  Of the 89,399 newly issued common shares, 77,005 were 
allocated to participants based on their December 31, 1996 account 
balance and the remaining shares were allocated based on 1997 
compensation.

The Company has authorized 2,000,000 shares of Series A Preferred 
Stock.  At December 31, 1997, the Company had no Series A Preferred 
Stock outstanding.

Note 10 - Income Taxes

The provision (benefit) for income taxes consists of:

<TABLE>
<CAPTION>
		Year Ended December 31,       
	1997	1996 	1995	
	(In Thousands)
	
	<S>	<C>	<C>	<C>
	Current Provision:
	     Federal              $ 1,860		$  193	$   929
	     State and local          640	      	100	       350	 
	2,500	      293	    1,279	
	Deferred Benefit:
	     Federal                 	(171)	(152)	(152)
	     State and local	(55)	       (44)	(49)		
	      (226)	     (196)	      (201)
	          Total	$    2,274	$   97 	$1,078	
</TABLE>

The provision (benefit) for income taxes is reconciled to amounts 
computed by applying the federal corporate tax rate of 34% to income 
before income taxes as follows:

<TABLE>
<CAPTION>		Year Ended December 31,       
	1997	1996 	1995	
	(In Thousands)


	<S>	<C>	<C>	<C>
	Tax provision at federal  
	statutory rate	$  2,087	$   121	$   974
	State and local income taxes, 	
	  net of federal income 
	  tax benefit 	399	37	230
	Net reduction relating to 
	  interest income on state and 
	  municipal government 
	  obligations	(99)	(118)	(135)
	Other, net	    (113)		57	9
	$  2,274	$   97	$ 1,078
</TABLE>

The tax effects of the principal temporary differences resulting in a 
deferred income tax asset are as follows:

<TABLE>
<CAPTION>
	Year Ended December 31,       
	1997	1996	
	(In Thousands)
	<S>	<C>	<C>
	Deferred compensation -			
	     Restricted stock grants	$   (125)	$  (204)
	     Postemployment benefits	(339)	(251)	
	Accrued expenses	(687)	(338)
	Other, net	        95	      (37)
		$(1,056)	$  (830)
</TABLE>

Note 11 - Regulatory Requirements

The  Company is  subject to the net capital  provision of Rule 15c3-1 
under the Securities Exchange Act of 1934, which requires that the 
Company's aggregate indebtedness shall not exceed 15 times  net  
capital as  defined  under  such  provision.  Additionally, the 
Company, as a market maker, is subject to supplemental requirements 
of Rule 15c3-1(a)4; which provides for the computation of net capital 
to be based on the number and price of issues in which markets are 
made by the Company, not to exceed $1,000,000.   At December 31, 1997 
and 1996, the Company's regulatory net capital was approximately 
$13,443,000 and $3,534,000, respectively, which exceeded minimum net 
capital rule requirements by $12,443,000 and $2,534,000,  
respectively.

The Company operates under the provisions of paragraph (K)(2)(ii) of 
Rule 15c3-3 of the Securities and Exchange Commission as a fully-
disclosed broker and, accordingly, customer accounts are carried on 
the books of the clearing broker.  However, the Company safekeeps and 
redeems municipal bond coupons for the benefit of its customers.  
Accordingly, the Company is subject to the provisions of SEC Rule 
15c3-3 relating to possession or control and customer reserve 
requirements and was in compliance with such provisions at December 
31, 1997.

Note 12 - Earnings per Common Share 

In March 1997, the FASB issued Statement of Financial Accounting 
Standard No. 128, "Earnings Per Share," which requires companies to 
present basic and diluted earnings per share (EPS), instead of 
primary and fully diluted EPS. Basic earnings per share are computed 
by deducting preferred dividends from net income in order to 
determine net income attributable to common stockholders.  This 
amount is then divided by the weighted average number of common 
shares outstanding.  Diluted earnings per share are computed by 
dividing net income by the weighted average number of common shares 
outstanding during the year after giving effect for common stock 
equivalents arising from stock options and preferred stock assumed 
converted to common stock.  The new standard is required to be 
adopted by all public companies for reporting periods ending after 
December 15, 1997.  The Company adopted this standard and restated 
EPS for all prior periods reported.

The following table presents the computations of basic and diluted 
earnings per share:
<TABLE>
<CAPTION>
		1997	1996	1995
<S>	<C>	<C>	<C>
Net income	$3,865	$  260	$1,788
Preferred stock dividends	   (129)	   (190)	   (179)
Net income applicable to 
common stockholders	$3,736	$   70	$1,609

(in thousands)
Weighted-average common shares 
outstanding	3,304	3,197	3,250
Effect of dilutive equivalents	
	Preferred shares	233	320	303
	Employee stock options	        -	       5	       7
Total weighted-average 
diluted shares	3,537	3,522	3,560
Basic earnings per share	$ 1.13	$   .02	$   .50
Diluted earnings per share	$ 1.09	$   .02	$   .50
</TABLE>

Preferred stock shares of 99,263 and 125,851 in 1996 and 1995, 
respectively, which were unallocated and unreleased issued shares 
held by the ESOP trust (see Note 13), were excluded in computing 
diluted earnings per share amounts. 

Note 13 - Employee Benefit Plans

Employee Stock Ownership Plan

The Company maintains a tax-qualified Employee Stock Ownership Plan 
(ESOP) for all nonexcluded employees who meet the Company's 
eligibility and participation requirements.  The ESOP purchased 
150,000 shares of the Company's preferred stock at a cost of $994,000 
using the proceeds of a loan utilizing the preferred shares as 
collateral. On September 11, 1997, the Company completed the 
redemption of the preferred stock and the proceeds from the 
redemption of 76,554 shares were used to retire the then outstanding 
ESOP loan.  Preferred shares of 73,339 allocated to participants were 
converted to common shares at a conversion rate of 1.05 to 1.  The 
Company made annual contributions to the ESOP equal to the ESOP's 
debt service, which totaled $69,000 prior to the loan being repaid on 
September 11, 1997 and $137,000 and $171,000 for the years ended 
December 31, 1996 and 1995, respectively.  For each plan year during 
the duration of the loan, the number of shares committed to be 
released was based on a predetermined formula tied to the Company's 
debt service paid during the year.

Prior to the redemption of preferred shares, the debt of the ESOP was 
recorded as a liability and the shares pledged as collateral were 
reported as unearned ESOP shares in the statement of financial 
condition.  As shares were committed to be released from collateral, 
the Company reported compensation expense equal to the current market 
price of the shares, and the shares became outstanding for earnings 
per share computations upon actual release and allocation to active 
employees.  

Dividends on allocated ESOP shares were recorded as a reduction of 
retained earnings. ESOP related compensation expense for fiscal 1997, 
1996 and 1995 was $78,000, $148,000 and $210,000, respectively.  

Stock Option Plan

The Company has a Stock Option Plan under which 200,000 shares of 
common stock are reserved for issuance to officers and other key 
employees of the Company and are exercisable beginning one year from 
date of grant at various percentages expiring ten years from such 
date. The Stock Option Plan is administered by a committee of the 
Board of Directors.

Stock option activity under the current and all predecessor plans is 
as follows:
<TABLE>
<CAPTION>

	1997	1996	1995	
	<S>	<C>	<C>	<C>
	Shares under options outstanding 
	January 1	210,765	137,090	9,515
	Stock options granted at 
	$7.20 - $7.38 per share	-	-	127,575
	Stock options granted at 
	$4.00 - $7.00 per share	-	103,500	-
	Stock options granted 
	at $4.13 - $7.50 per share	98,000	-	-	
	Options exercised at 
	$4.00 per share	(21,500)	-	         -
	Forfeited or canceled options 
	at $7.00 - $7.20 per share	 (64,312)	(29,825)	 -
 
	Shares under options outstanding and 
  	  exercisable at $3.02 - 
	  $7.50 per share at December 31	222,953	210,765	137,090
</TABLE>

The Company applies the provisions of Accounting Principles Board 
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 
25) in accounting for its stock option plans.  Accordingly, as the 
plans provide fixed-cost stock options, under APB No. 25 no 
compensation cost has been recognized for the years ended December 
31, 1997, 1996 and 1995.  On a pro-forma basis, if the fair value of 
options granted had been charged to earnings, net income as recorded 
would have been reduced by $45,000, $33,000 and $5,000 in 1997, 1996 
and 1995, respectively.  Basic and diluted earnings per common share, 
respectively, as reported would have been reduced by $.01 in 1997 and 
1996 and there would have been no change in 1995.

The fair value of each option grant was estimated on the date of the 
grant using a binomial option-pricing model with the following 
weighted average assumptions in 1997:  quarterly dividends of $.01; 
expected volatility of 10%; risk-free interest rate of 5.78%; and, 
expected life of seven years.

Long-Term Stock Incentive Plan

On December 11, 1997, the Board of Directors adopted, subject to 
stockholder approval at the Company's annual meeting, a Long-Term 
Stock Incentive Plan under which stock options for up to 400,000 
shares of common stock are reserved for issuance to directors, 
officers and other key employees of the Company. This plan replaced 
substantially similar plans under which no future grants will be 
made.  Options for 203,000 shares have been allocated to certain 
directors, officers and employees at $6.875 per share.  In addition, 
similar to predecessor plans, these options are exercisable beginning 
one year from the date of allocation at various percentages expiring 
ten years from such date. The Plan will be administered by a 
committee of the Board of Directors.  In conjunction with the 
BankAtlantic transaction, it is anticipated that no additional 
options will be granted under this plan and that granted options will 
be converted to a proportionate amount of BankAtlantic options.

Additionally, the Plan provides for the award of up to 100,000 shares 
of restricted common stock for issuance to directors, officers and 
other key employees of the Company.  No restricted stock grants have 
been made under this Plan, and, in accordance with the BankAtlantic 
merger agreement, it is anticipated that no shares will be granted 
under this portion of the Plan.

Restricted Stock Grant Plan

The Company's Restricted Stock Grant Plan provides for the award of 
up to $2,000,000 of the Company's common stock to certain key 
employees and directors pursuant to the Plan terms.   Plan 
participants are entitled to receive dividends and to vote their 
respective shares. Upon issuance of restricted stock, unearned 
compensation, equivalent to the market value of the shares awarded at 
the time of the grant, is charged to stockholders' equity and is 
amortized to expense over the periods until the restrictions lapse, 
generally over three years.  The Company derives a tax deduction 
measured by the excess of the market value over the original cost of 
the grants at the time of vesting.  The related tax benefit is 
credited to additional paid-in capital.  

The Company awarded 43,439, 23,000 and 24,541 shares during the years 
ended December 31, 1997, 1996 and 1995, respectively.  Compensation 
expense relating to this plan approximated $144,000, $344,000 (which 
includes a one-time pre-tax charge of $102,000 as a result of 
accelerated vesting upon the resignation of a former senior executive 
and Board member) and $254,000 for the years ended December 31, 1997, 
1996, and 1995, respectively.

Employee Restricted Stock Purchase Plan

Effective August 2, 1997, the Company implemented the Ryan, Beck & 
Co., Inc. 1997 Employee Restricted Stock Purchase Plan (the 
"Restricted Stock Purchase Plan").  Under the Restricted Stock 
Purchase Plan, the Company matched 25% of all employee purchases.  
Employees purchased 176,840 shares of Common Stock from the Company 
and the Company received approximately $951,000 in cash proceeds from 
such purchases.  As part of the matching grant under the Restricted 
Stock Purchase Plan, the Company also issued 44,198 shares of 
restricted common stock.  Such shares vest over a three year period.  
Plan participants are entitled to receive dividends on and to vote 
their restricted shares.  The Company accrued approximately $237,000 
in connection with the matching grant of shares under the Restricted 
Stock Purchase Plan, which will be amortized over three years.  The 
Company derives a tax deduction measured by the excess of the market 
value over the original cost of the grants at the time of vesting.  
The related tax benefit is credited to additional paid-in capital.

Discretionary Incentive Bonus Program

The Company has a Discretionary Incentive Bonus Program which 
provides for incentive compensation to salaried and hourly employees.  
Compensation is based on the Company's pre-tax income and attaining 
certain other performance goals. Beginning in December, 1997, if the 
employee's bonus exceeded $7,500, then 15% of the entire bonus was 
awarded in restricted shares of the Company's common stock.  In 
conjunction with this program, the Company issued 37,601 shares of 
common stock.

Profit Sharing Plan/Savings Plan

The Company's qualified profit sharing plan includes a 401(k) savings 
plan covering all eligible employees.  The Company makes 
contributions at its discretion within the allowable limits of the 
Plan.  The Company's discretionary profit sharing contributions were 
$1,043,000, $929,000 and $629,000 for the years ended December 31, 
1997, 1996 and 1995, respectively.

	Postemployment Benefits

The Company records the costs of postemployment benefits paid before 
retirement, principally severance benefits (including health care 
coverage) provided under the terms of certain employment contracts 
with key officers, over the service lives of such employees. These 
contracts contain provisions that would entitle individual officers 
to receive a minimum of $150,000 to a maximum of $780,000 plus 
certain benefits (as applicable), depending on varying events such 
as, death, disability, voluntary or involuntary termination, change 
of control and liquidation. 

Compensation expense charged to operations was $200,000, $1,270,000 
and $47,000, for the years ended December 31, 1997, 1996 and 1995, 
respectively.  Included in the 1996 compensation expense are one-time 
pre-tax charges of $1,225,000 resulting primarily from the 
resignations of two former executives and board members. The largest 
potential liability would be in the event of a change of control. In 
conjunction with the BankAtlantic transaction, the change of control 
provision of one of the contracts is anticipated to be triggered, 
which will lead to a pre-tax charge to compensation expense of 
$780,000 upon consummation of the transaction. 

Note 14 - Commitments and Contingencies

Litigation

The Company is involved in various legal actions, some of which 
involve claims for substantial amounts, arising in the normal course 
of its operations.  Although the ultimate outcome of these actions 
cannot be ascertained at this time and the results of legal 
proceedings cannot be predicted with certainty, it is the opinion of 
management that the resolution of these matters will not have a 
material adverse effect on the consolidated financial condition of 
the Company, but may be material to the Company's operating results 
for any particular period, depending upon the level of the Company's 
income for such period.

Leases

The Company leases office space in various locations under 
noncancellable operating leases.  In 1996, the Company entered into a 
new lease to relocate its headquarters in 1997.  In connection 
therewith, one-time pre-tax charges of $192,000 (included in 
occupancy expense) and $200,000 (included in other expense), 
respectively, were recorded for the write-off of property and 
equipment and the incidental expenses related to abandonment and 
relocation.

At December 31, 1997, the future minimum rental commitments were as 
follows:

<TABLE>
<CAPTION>
				Amount  
	Year			    (In Thousands)
	<S>	<C>
	1998 			$      751
	1999			690
	2000		          644
	2001		          631
	2002			594
	Thereafter			     3,093
			$	6,403
</TABLE>

Certain leases contain renewal or purchase options, or escalation 
clauses providing for increased rental payments based upon 
maintenance, utility and tax increases.  Total office rental expenses 
charged to operations were approximately $886,000, $642,000 and 
$587,000, for the years ended December 31, 1997, 1996, and 1995, 
respectively.

Revolving Credit Facility

On June 11, 1997, the Company secured a commitment for a $2,000,000 
revolving credit facility (from a bank) to finance the Company's 
working capital needs. The facility is secured by the Company's 
certificate of deposit inventory maintained with the clearing broker 
in an amount which is at least 105% of the outstanding loan amount. 
Loans under this facility accrue interest at a rate equal to the 
LIBOR rate plus 100 basis points (30, 60 and 90 day interest periods 
are available). At December 31, 1997, there were no borrowings under 
this facility.

Note 15 - Financial Instruments

Off-Balance-Sheet Risk and Concentration of Credit Risk 

The Company's customers' securities transactions are introduced on a 
fully-disclosed basis to its clearing broker. The clearing broker 
carries all of the accounts of the customers of the Company and is 
responsible for execution, collection of and payment of funds and, 
receipt and delivery of securities relative to customer transactions. 
Customers' securities activities are transacted on a cash and margin 
basis. These transactions may expose the Company to off-balance-sheet 
risk, wherein the clearing broker may charge the Company for any 
losses it incurs in the event that customers may be unable to fulfill 
their contractual commitments and margin requirements are not 
sufficient to fully cover losses. The Company seeks to minimize this 
risk through procedures designed to monitor the creditworthiness of 
its customers and that customer transactions are executed properly by 
the clearing broker.

A significant portion of the Company's securities owned at market 
value are state and municipal obligations issued by the State of New 
Jersey or municipalities within that state. Substantially all of the 
corporate equity securities owned are instruments issued by banking 
and thrift institutions.

Fair Value

The financial instruments of the Company are reported in the 
consolidated statement of financial condition at market or fair 
value, or at carrying amounts that approximate fair value because of 
the short maturity of the instruments.

Derivatives 

Beginning in the third quarter of 1996, the Company began 
implementing a hedging strategy in its fixed-income trading 
activities as part of its overall interest rate risk management 
strategy. The Company uses temporary positions in U.S. Treasury 
futures as well as cash positions in U.S. Treasury securities sold, 
but not yet purchased in an effort to manage its interest rate risk 
and protect the profit margins associated with the trading of its 
fixed-income securities owned. These contracts and short positions 
expose the Company to off-balance-sheet risk of accounting loss in 
the event that the changes in interest rates, and thus the value of 
the futures contracts and short positions, do not closely correlate 
with the changes in the value of the Company's fixed-income 
securities owned. Gains and losses on the derivative futures 
contracts used in trading activities are recognized currently in 
principal transaction revenue. For 1997, the average for both the 
asset and liability fair value approximated $3,000.  For the four 
months of 1996 in which the futures contracts were used, the average 
asset and liability fair value of such instruments was $13,000 and 
$37,000, respectively. At December 31, 1997 and 1996, the notional 
value of open commitments under financial futures contracts was 
$2,000,000 and $3,945,000 respectively, with a fair value liability 
of $7,000 and a fair value asset of $34,000 respectively. 

Note 16 - Subsequent Events

On February 9, 1998, the Company entered into an agreement to acquire 
for stock and cash Cumberland Advisors, a New Jersey based money 
manager with approximately $400 million under management.  In the 
transaction the Company also acquired Cumberland Consulting, a 
financial advisor to state and local governmental units.  The Company 
paid approximately $1.3 million in cash and issued 167,742 shares of 
common stock.  The agreement also contains provision for contingent 
payments and future earn out payments should certain performance 
goals be met over the next three years.

On January 28, 1998, the Company made an investment of $1,861,000 in 
8% Cumulative Convertible Preferred Stock of a New Jersey based 
financial institution specializing in mortgage servicing. In 
accordance with Rule 15c3-1, this investment is considered a non-
allowable asset and, as such, reduces net capital by the full amount 
of the investment.

On January 2, 1998, the Company repaid the outstanding temporary 
subordinated loan obligation of $7,000,000.  On January 31, 1998, the 
Company's regulatory net capital was approximately $7,363,000, which 
exceeded minimum net capital rule requirements by $6,363,000. 



Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 	
		ACCOUNTING AND FINANCIAL DISCLOSURES

None.

PART III

Item 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company's Proxy Statement ("Proxy Statement"), to be filed 
with the Securities and Exchange Commission in connection with 
the Company's 1998 Annual Meeting of Shareholders, contains under 
the caption "Proposal No. 2 -- Election of Directors" the 
information required by Item 10 with respect to directors and 
executive officers of Ryan, Beck and that information is 
incorporated herein by reference.

Item 11.	EXECUTIVE COMPENSATION

The Proxy Statement contains under the caption "Executive 
Compensation" the information required by Item 11 and that 
information is incorporated herein by reference.

Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 		
			AND MANAGEMENT

The Proxy Statement contains under the caption "Principal 
Shareholders" the information required by Item 12 and that 
information is incorporated herein by reference.

Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Proxy Statement contains under the caption "Certain 
Relationship and Related Transactions" the information required 
by Item 13 and that information is incorporated herein by 
reference.

PART IV

Item 14.  	EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND 
REPORTS 				ON FORM 8-K

(a)	FINANCIAL STATEMENTS
		Page
	All Consolidated Financial Statements

(a)	Independent Auditors' Report	F1

(b)	Consolidated Statements of Financial Condition
	at December 31, 1997 and 1996	F2

(c)	Consolidated Statements of Income for the
	years ended December 31, 1997, 1996 and 1995	F3

(d)	Consolidated Statements of Changes in Stockholders' 
	Equity for the years ended December 31, 1997, 1996
	and 1995	F4

(e)	Consolidated Statements of Cash Flows for the
	years ended December 31, 1997, 1996 and 1995	F5

(f)	Notes to the Consolidated Financial Statements	F6 - F19

All schedules have been omitted as the required information 
is either inapplicable, immaterial or included in the Notes 
to the Consolidated Financial Statements.

(b)	REPORTS ON FORM 8-K

The Company's Report on Form 8-K filed with the Securities 
and Exchange Commission on November 20, 1997 is incorporated 
by reference herein.

The Company's Report on Form 8-K filed with the Securities 
and Exchange Commission on February 17, 1998 is incorporated 
by reference herein.

(c)	EXHIBITS					

3.1	Restated Certificate of Incorporation, as amended 
(incorporated by reference to Exhibit 3.1 of the 
Registrant's Annual Report on Form 10-K for the year 
ended December 31, 1994 (the "1994 Form 10-K")).

3.2	Bylaws, as amended and restated June 18, 1997.

10.1	1996 Stock Option Plan (incorporated by reference to 
Exhibit 10.1 of the 1996 Form 10-K).

10.2	Employee Stock Ownership Plan dated May 15, 1994 
(incorporated by reference to Exhibit 10.2 of the 1994 
Form 10-K).

10.3	Ryan, Beck & Co., Inc. 1997 Restricted Stock Purchase 
Plan (incorporated by reference to the Current Form S-8 
filed with the SEC on August 12, 1997). 
		
10.4	Employee Stock Ownership Plan Trust Agreement by and 
between the Company and Matthew Naula as Trustee dated 
May 15, 1994 (incorporated by reference to Exhibit 10.3 
of the 1994 Form 10-K).

10.5	Lease with Ryan, Beck & Co. and Madison Plaza dated May 
5, 1997 for 200 West Madison Street, Chicago, Illinois  
60606.

10.6	Lease pertaining to the Company's Bala Cynwyd, 
Pennsylvania offices effective as of April 12, 1994 
(incorporated by reference to Exhibit 10.6 of the 1995 
Form 10-K).

10.7	Lease pertaining to the Company's West Palm Beach, 
Florida offices effective as of February 28, 1995 
(incorporated by reference to Exhibit 10.7 of the 1995 
Form 10-K).

10.8	Lease dated October 8, 1996 by and between Vincent J. 
Russo Realty Company and Ryan, Beck & Co., Inc. for 746 
Broad Street, Shrewsbury, New Jersey  07702 
(incorporated by reference to Exhibit 10.8 of the 1996 
Form 10-K).

10.9	Lease Agreement dated September 19, 1996 by and between 
Ryan, Beck & Co., Inc. and Livingston Corporate Park 
Associates, L.L.C. regarding 220 South Livingston 
Avenue, Livingston, New Jersey  07039.  Note: Address 
in lease is incorrect, the correct address is 220 South 
Orange Avenue (incorporated by reference to Exhibit 
10.9 of the 1996 Form     10-K).

10.10	Employment Agreement, dated November 14, 1990, by 
and between Jack R. Rosenthal and Ryan, Beck & Co., 
Inc. (incorporated by reference to Exhibit 10.7 to the 
Company's Annual Report on Form 10-K for the year ended 
December 31, 1990).

10.11	Employment Agreement, dated April 7, 1997, by and 
between Jay Suskind and Ryan, Beck & Co., Inc.

10.12	Amendment to the Amended and Restated Employment 
Agreement, dated March 18, 1997 by and between Ben A. 
Plotkin and Ryan, Beck & Co., Inc.

10.13	Employment Agreement dated September 25, 1996, by 
and between Matthew R. Naula and Ryan, Beck & Co., Inc. 
(incorporated by reference to Exhibit 10.13 of the 1996 
Form 10-K).

10.14  Amended and Restated Employment Agreement dated June 3, 
1997, by and between Fenwick H. Garvey and Ryan, Beck & 
Co., Inc.

10.15  Membership Agreement with the National Association of 
Securities Dealers, Inc.
("NASD") dated February 23, 1998.

10.16	Amended and Restated Employment Agreement, dated 
December 14, 1995 by and between Ben A. Plotkin and 
Ryan, Beck & Co., Inc. (incorporated by reference to 
Exhibit 10.16 of the 1995 Form 10-K).

10.17	Amended and Restated Restricted Stock Grant Plan 
dated July 16, 1993 (incorporated by reference to 
Exhibit 10.12 of the 1994 Form 10-K).

10.18  Temporary Subordinated Loan Agreement dated November 
13, 1997 between PNC Bank, National Association and 
Ryan, Beck & Co., Inc. (incorporated by reference to 
the Current Report on Form 8-K filed with the SEC on 
November 20, 1997).
 
10.19  Acquisition Agreement, dated as of February 9, 1998, 
between BankAtlantic Bancorp, Inc., BCP Acquisition 
Corporation and Ryan, Beck & Co., Inc. (incorporated by 
reference to the Current Report on Form 8-K filed with 
the SEC on February 17, 1998).                           
 
10.20  Stock Option Agreement, dated as of February 9, 1998, 
between BankAtlantic Bancorp, Inc. and Ryan, Beck & 
Co., Inc. (incorporated by reference to the Current 
Report on Form 8-K filed with the SEC on February 17, 
1998)

10.21	Merger Agreement dated as of February 9, 1998, by 
and among Ryan, Beck & Co., Inc., Cumberland Advisors, 
Inc. and Cumberland Advisors.  (incorporated by 
reference to the Current Report on Form 8-K filed with 
the SEC on February 17, 1998)

11.	Computation of per share earnings may be clearly 
determined from the consolidated financial statements 
and notes thereto contained on pages F2 to F19 herein.

12.	Statement re: computation of ratios.

21.	Subsidiaries (incorporated by reference to Exhibit 21 
of the 1994 Form 10-K).

23.		Consent of Deloitte & Touche LLP.


27.		Financial Data Schedule

SIGNATURES

	Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused 
this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

RYAN, BECK & CO., INC.

	By: /s/ Richard B. Neff	March 9, 1998
	Richard B. Neff
	Chairman of the Board
 
	Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons on 
behalf of the Registrant in the capacities indicated on the dates 
indicated.

Signature                  Title	Date

/s/ Richard B. Neff	Chairman of the Board	March 9, 1998
Richard B. Neff

/s/Ben A. Plotkin	President, Chief  	March 9, 1998
Ben A. Plotkin	Executive Officer 
	and Director	

/s/Michael M. Horn	Director	March 9, 1998
Michael M. Horn

/s/Matthew R. Naula	Vice Chairman,	March 9, 1998
Matthew R. Naula	Executive Vice President 
	and Director

/s/Peter W. Rodino, Jr.	Director	March 9, 1998
Peter W. Rodino, Jr.

/s/Jack R. Rosenthal	Vice Chairman	March 9, 1998
Jack R. Rosenthal 	Director

/s/Robert Pangia	Director	March 9, 1998
Robert Pangia

/s/Benjamin Perlmutter	Director	March 9, 1998
Benjamin Perlmutter

/s/Leonard J. Stanley	Senior Vice President, 	March 9, 1998
	Chief Financial and	
Leonard J. Stanley	Financial and Officer, 
	Director (Principal Financial
	and Accounting Officer)	

/s/Jay Suskind	Senior Vice President	March 9, 1998
Jay Suskind	Director
EXHIBIT 3.2

	AMENDED AND RESTATED

	BY-LAWS
	OF
	RYAN, BECK & CO., INC.

	As amended and restated June 18, 1997

	ARTICLE I

	OFFICES

1.	Registered Office. -- The registered office of the 
Corporation shall be at such location within the State of New 
Jersey as shall be designated from time to time by the Board of 
Directors.

2.	Principal Place and Other Places of Business. -- The 
principal place of business of the Corporation shall be at such 
locations as shall be determined by the Board of Directors.  Branch 
or subordinate places of business or offices may be established at 
any time by the Board at any place or places where the Corporation 
is qualified to do business.

	ARTICLE II
	SHAREHOLDERS

1.	Annual Meeting. -- The annual meeting of shareholders 
shall be held upon not less than ten nor more than sixty days 
written notice of the time, place, and purposes of the meeting at 
such time and place as shall be fixed by the board of directors and 
designated in the notice of meeting.  At such annual meeting, the 
shareholders shall elect directors and transact such other business 
as may be brought before the meeting.

2.	Special Meetings. -- Except as otherwise provided by 
applicable law, a special meeting of shareholders may be called for 
any purpose only by the Chairman of the Board, the Vice Chairman, 
the President or the Board.  A special meeting shall be held upon 
not less than ten nor more than sixty days written notice of the 
time, place, and purposes of the meeting.

3.	Action Without Meeting. -- The shareholders may act 
without a meeting by written consent or consents pursuant to N.J.S. 
14A:5-6.  The written consent or consents shall be filed in the 
minute book.


4.	Quorum. -- Except as otherwise provided in the certificate 
of incorporation, the presence in person or by proxy of the holders of 
a majority of any class or series voting separately at a meeting and a 
majority of any two or more classes voting together as a class at such 
meeting shall constitute a quorum for the transaction of business; if 
any matter to come before the meeting requires a vote of less than all 
the outstanding classes, then the presence in person or by proxy of 
the holders of a majority of the class or classes or series having the 
right to vote on such matter or matters shall constitute a quorum for 
the transaction of such business.  The shareholders present at a duly 
called or held meeting at which a quorum is present may continue to do 
business until adjournment notwithstanding the withdrawal of enough 
shareholders to leave less than a quorum.

	ARTICLE III
	BOARD OF DIRECTORS

1.	Number and Term of Office. -- The Board shall consist of 
not less than 5 nor more than 15 directors.  The precise number of 
directors may be fixed by the Board of Directors at any time.  The 
Board shall be divided into three classes (Class 1, Class 2 and Class 
3), the respective terms of office of which shall end in successive 
years.  Unless they are elected to fill vacancies, the directors in 
each class shall be elected to hold office until the third successive 
annual meeting of shareholders after their election and until their 
successors shall have been elected and shall have qualified.  At each 
annual meeting of shareholders, the directors of only one class shall 
be elected, except directors who may be elected to fill vacancies. 

2.	Regular Meetings. -- A regular meeting of the Board shall 
be held immediately following the annual shareholders' meeting for the 
purposes of electing officers and conducting such other business as 
may come before the meeting.  The Board, by resolution, may provide 
for additional regular meetings which may be held upon twenty-four 
hours' prior notice (which notice may be written or oral).  Such 
notice shall specify the time and place of the meeting.

3.	Special Meetings. -- A special meeting of the Board may be 
called at any time by the Chairman of the Board, the Vice Chairman of 
the Board, the President or by three directors for any purpose.  Such 
meeting shall be held upon twenty-four hours' prior notice (which 
notice may be written or oral).  Such notice shall specify the time 
and place of the meeting.

4.	Action Without Meeting. -- The Board may act without a 
meeting if, prior or subsequent to such action, each member of the 
Board shall consent in writing to such action.  Such written consent 
or consents shall be filed in the minute book.

5.	Quorum. -- A majority of the entire Board shall constitute 
a quorum for the transaction of business. All persons participating in 
any meeting telephonically or through other appropriate communications 
facilities shall be deemed present for purposes of determining whether 
a quorum is present for the transaction of business.

6.	Vacancies in Board of Directors.. -- Any vacancy in the 
Board, including a vacancy caused by an increase in the number of 
directors, may be filled by the affirmative vote of a majority of the 
remaining directors, even though less than a quorum of the board, or 
by a sole remaining director.  As to any directorship to be filled by 
reason of an increase in the number of directors, the Board of 
Directors shall specify the class in which a director so elected shall 
serve.  Any director so elected by the Board of Directors shall hold 
office only until the next annual meeting of the shareholders and 
until his successor shall have been elected and qualified, 
notwithstanding that the term of office of the other directors in the 
class of which he is a member does not expire at the time of such 
meeting.  His successor shall be elected by the shareholders to a term 
of office which shall expire at the same time as the term of office of 
the other directors in the class to which he is elected.

7.	Establishment of Committees. -- At any meeting of the Board 
of Directors, an executive committee or such other committees as the 
Board may deem necessary, consisting of one or more directors, may be 
appointed by the Board, and such committees shall possess and exercise 
such powers and authority as the directors shall specify in the 
resolution appointing them.  The Board shall have the power, with 
respect to established committees, to
(a)	fill any vacancy in any such committee;
(b)	appoint one or more directors to serve as alternate 
members of such committee to act in the absence or 
disability of members of any such committee with all 
the powers of such absent or disabled members;
(c)	abolish any such committee at its pleasure, and
(d)	remove any director from membership on such committee 
at any time, with or without cause.
In no event shall any committee established by the Board of 
Directors have the power to
(b)	make, alter or repeal any by-law of the Corporation;
(c)	elect or appoint any director, or remove any officer 
or director;
(d)	submit to shareholders any action that requires 
shareholders' approval; or
(e)	amend or repeal any resolution theretofore adopted by 
the Board of Directors which by its terms is amendable 
or repealable only by the Board of Directors.

8.	Presiding Officer and Secretary of Committees. -- The Board  
shall choose the chairman of each committee.  The person chosen to act 
as chairman may, at his option, appoint another member of the 
committee to act as chairman.  The Chairman and President shall serve 
as chairman of each committee on which each of them serves in the 
absence of any other person chosen as the chairman of such committee.  
If the Chairman and the President serve on the same committee, the 
Chairman shall serve as the chairman of such committee unless another 
member of such committee is appointed to act as chairman.  Each other 
committee on which the Chairman or the President does not serve may, 
subject to the Board's right to make such selection, choose one of its 
members to act as chairman.  Each committee shall from time to time 
designate a secretary of the Committee, who shall either be a member 
of the committee or the secretary or an assistant secretary of the 
Corporation, to keep a record of its proceedings.

9.	Meetings of Committees. -- Each committee shall adopt its 
own rules of procedure and shall meet at such stated times as it may, 
by resolution, appoint, and whenever called together by the Chairman 
of each such committee.  If the committee establishes regular meeting 
dates, it shall not be necessary to give notice of any such regular 
meeting.  Notice of every special meeting shall be given in the manner 
and within the time periods specified in Section 3 of this Article III 
with respect to notices of special meetings of the Board of Directors.  
Notice of any special meeting may be waived in writing by all of the 
absent members of the committee either before or after the meeting.

10.	Quorum for Committee Meeting. -- A quorum at any meeting of 
any committee shall be a majority of the entire committee.  Every act 
or decision done or made by a majority of the directors present at a 
committee meeting duly held at which a quorum is present shall be 
regarded as the act of the committee. All persons participating in any 
meeting telephonically or through other appropriate communications 
facilities shall be deemed present for purposes of determining whether 
a quorum is present for the transaction of business.

11.	Action Without Committee Meeting. -- Any committee may act 
without a meeting if, prior or subsequent to such action, each member 
of the committee shall consent in writing to such action.  Such 
written consent or consents shall be filed in the minute book of the 
Corporation.

12.	Reports of Committee Actions. -- Actions taken by any 
committee, whether at a committee meeting or by written consent, shall 
be reported to the Board at the next Board meeting following such 
action.

	ARTICLE IV
	NOMINATIONS AND PROPOSALS

Nominations for the election of directors ("Nominations") or 
proposals for consideration by shareholders ("Proposals") may be made 
by the Board of Directors or by any shareholder entitled to vote for 
the election of directors.  Such Nominations or Proposals, other than 
those made by the Board of Directors, shall be made by notice in 
writing, delivered or mailed by first class United States mail, 
postage prepaid, to the secretary of the Corporation not less than 120 
days prior to the first anniversary of the date of the notice of 
meeting sent to shareholders of the Corporation in connection with the 
last meeting of shareholders called for the election of directors. 

Such notice shall contain the (i) name and address of the 
shareholder who intends to make the Nomination or the Proposal, and 
(ii) a representation that the shareholder is a beneficial or record 
holder of stock entitled to vote at the meeting and intends to appear 
in person or by proxy at the meeting to nominate the person or persons 
specified in the notice, or to present such proposal.  

With respect to any Nomination, each notice shall also set forth 
(i) the name, age, business address and, if known, residence address 
of each nominee proposed in such notice, (ii) the principal occupation 
or employment of each such nominee, (iii) the number of shares of 
stock of the Corporation which are beneficially owned by each such 
nominee, and (iv) such other information as would be required by the 
federal securities laws and the rules and regulations promulgated 
thereunder in respect of an individual nominated as a director of the 
Corporation and for whom proxies are solicited by the Board of 
Directors of the Corporation.  Each such notice shall be accompanied 
by a letter to the Corporation, signed by each such nominee, 
consenting to be named as a nominee in the Corporation's proxy 
statement and to serve as a director if elected. 

The form and content of any Proposals must conform in all 
respects with the requirements of Rule 14a-8 of the Securities and 
Exchange Act of 1934, as amended, or any successor rule thereto.

The Chairman of any meeting of shareholders may, if the facts 
warrant, determine and declare to the meeting that a Nomination or 
Proposal was not made in accordance with the foregoing procedures, and 
if he should so determine, he shall so declare to the meeting and the 
defective Nomination or Proposal shall be disregarded.

	ARTICLE V
	WAIVERS OF NOTICE

Any notice required by these by-laws, by the certificate of 
incorporation or by the New Jersey Business Corporation Act may be 
waived in writing by any person entitled to notice.  The waiver or 
waivers may be executed either before or after the event with respect 
to which notice is waived.  Each director or shareholder attending a 
meeting without protesting, prior to its conclusion, the lack of 
proper notice shall be deemed conclusively to have waived notice of 
the meeting.

	ARTICLE VI
	OFFICERS

1.	Election. -- At its regular meeting following the annual 
meeting of shareholders, the Board shall elect a President, a 
Treasurer, a Secretary, and may elect such other officers, including a 
Chairman of the Board, a Vice Chairman of the Board, a Chief Executive 
Officer, a Chief Administrative Officer, a Chief Operating Officer and  
one or more Vice Presidents, as it shall deem necessary.  The Board 
may, from time to time, designate a committee or committees who shall 
have such powers and duties as are delegated to it by the Board of 
Directors.  Any number of offices may be held by the same person.  
Officers may, but need not, be directors.

2.	Duties and Authority of the Chairman of the Board. -- The 
Chairman of the Board shall preside at all meetings of the Board of 
Directors.  The Chairman of the Board shall have such other powers and 
perform such further duties as may be delegated, from time to time, to 
such officer by the Board of Directors.  The Chairman of the Board 
shall not be deemed to be an officer of the corporation for serving 
solely in such capacity unless so designated by resolution duly 
adopted by the Board of Directors.

3.	Duties and Authority of Vice Chairman of the Board. -- The 
Vice Chairman of the Board shall, in the absence of the Chairman of 
the Board,  preside at all meetings of the Board of Directors.  The 
Board may have one or more persons designated as Vice Chairman.  The 
Vice Chairman of the Board shall have such other powers and perform 
such further duties as may be delegated, from time to time, to such 
person by the Board of Directors.  If there is more than one person 
serving as Vice Chairman, the Board of Directors or the Chairman shall 
assign the specific duties to be performed by each person serving as 
Vice Chairman.  The Vice Chairman of the Board shall not be deemed to 
be an officer of the corporation for serving solely in such capacity 
unless so designated by resolution duly adopted by the Board of 
Directors.

4.	Duties and Authority of the President. -- The President 
shall have the usual duties and powers of such an executive officer 
and, in such capacity, shall serve as the chief executive officer of 
the corporation and shall be charged with general supervision over and 
direction of the day-to-day affairs of the corporation.  The President 
shall have such additional powers and duties as from time to time may 
be assigned to him by the Board of Directors and may enter into and 
execute, in the name of and on behalf of the Corporation, contracts or 
other instruments in the regular course of business or such other 
contracts or instruments, not in the regular course of business, which 
are authorized, either generally or specifically, by the Board.  In 
the absence of the Chairman of the Board, or the Vice Chairman of the 
Board, or if no Chairman or Vice Chairman is elected by the Board, the 
President shall preside at all meetings of the stockholders.  

5.	Duties and Authority of the Vice-Presidents. -- A Vice 
President shall perform such duties and have such authority as from 
time to time may be delegated to him by the President or by the Board.  
In the absence of the President or in the event of his death, 
inability, or refusal to act, an Executive Vice President designated 
from time to time by the Board of Directors shall perform the duties 
and be vested the authority of the President.

6.	Duties and Authority of the Treasurer. -- The Treasurer 
shall have custody of the funds and securities of the corporation and 
shall keep or cause to be kept books of account for the corporation.  
Whenever required by the Board of Directors, the Treasurer shall 
render a statement of the financial condition of the corporation.  The 
Treasurer shall have such other powers and shall perform such other 
duties as may be assigned to him from time to time by the Board of 
Directors.

7.	Duties and Authority of the Secretary. -- The Secretary 
shall record all proceedings of the meetings of the corporation, the 
Board of Directors and all committees, and shall attend to the giving 
and serving of all notices for the corporation.  The Secretary shall 
have charge of the corporate seal, the certificate books, transfer 
books and stock ledgers, and such other books and papers as the Board 
of Directors may direct.  The Secretary shall perform all other duties 
ordinarily incident to the office of Secretary and shall have such 
other powers and perform such other duties as may be assigned to him 
by the Board of Directors.

 	8.	Assistant Secretaries.  --  Assistant Secretaries shall 
perform all of the duties and responsibilities of the Secretary on 
such occasions on which the Secretary shall be unavailable to perform 
the duties of the office, and shall perform all other duties and 
exercise all other powers as shall be assigned to them by the Board of 
Directors or by the President with the approval of the Board of 
Directors.

9.	Assistant Treasurers. -- Assistant Treasurers shall perform 
all of the duties and responsibilities of the Treasurer on such 
occasions on which the Treasurer shall be unavailable to perform the 
duties of the office, and shall perform all other duties and exercise 
all other powers as shall be assigned to them by the Board of 
Directors or by the President with the approval of the Board of 
Directors.

	ARTICLE VII
	AMENDMENTS TO AND EFFECT OF BY-LAWS
	FISCAL YEAR

1.	Force and Effect of By-Laws. -- These by-laws are subject 
to the provisions of the New Jersey Business Corporation Act and the 
Corporation's certificate of incorporation, as it may be amended from 
time to time.  If any provision in these by-laws is inconsistent with 
a provision in that Act or the certificate of incorporation, the 
provision of that Act or the certificate of incorporation shall 
govern.

2.	Amendments to By-laws. -- These by-laws may be amended by 
the affirmative vote of a majority of the Board of Directors.  The by-
laws of the Corporation may also be amended by the shareholders, but 
only by an affirmative vote of the holders of at least two-thirds of 
the shares entitled to vote thereon.

3.	Fiscal Year. -- The fiscal year of the Corporation shall 
begin on the first day of January of each year.

	ARTICLE VIII
	SHARE CERTIFICATES

1.	Form of Signature.  -- The certificates for shares of the 
capital stock of the Corporation shall be in such form as shall be 
determined by the Board of Directors and shall be numbered 
consecutively and entered in the books of the Corporation as they are 
issued.  Each certificate shall exhibit the registered holder's name 
and the number of shares, and shall be signed by the president or a 
vice president and the treasurer or an assistant treasurer or the 
secretary or an assistant secretary, and shall bear the seal of the 
Corporation or a facsimile thereof.  Where any such certificate is 
countersigned by a transfer agent, or registered by a registrar, the 
signature of any corporate officer may be a facsimile signature.  In 
case any officer who signed, or whose facsimile signature or 
signatures were placed on, any such certificate shall have ceased to 
be such officer before such certificate is delivered by the 
Corporation, it may nevertheless be issued and delivered by the 
Corporation with the same effect as if such person had not ceased to 
be such officer of the Corporation.

2.	Lost Certificates. -- The Board of Directors may direct a 
new share certificate or certificates to be issued in place of any 
certificate or certificates previously issued by the Corporation and 
alleged to have been lost or destroyed, upon the making of an 
affidavit of that fact by the person claiming the certificate to be 
lost 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 or destroyed certificate or certificates, or his legal 
representative, 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 
or destroyed.

3.	Registration of Transfer. -- The stock of the Corporation 
shall be assignable and transferable on the books of the Corporation 
only by the person in whose name it appears on said books or his legal 
representative.  Upon surrender to the Corporation or any 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 or such transfer 
agent to issue a new certificate to the person entitled thereto, to 
cancel the old certificate and record the transaction upon its books.  
Except as provided herein or by the laws of the State of New Jersey, 
the Corporation shall be entitled to recognize the exclusive rights of 
a person registered on its books as the owner of shares to receive 
dividends and to vote as such owner.

	ARTICLE IX
	LOANS TO OFFICERS OR EMPLOYEES

The Corporation may lend money to, or guarantee any obligation 
of, or otherwise assist, any. officer or other employee of the 
Corporation or of any subsidiary, including any employee who is also a 
director of the Corporation, whenever, in the judgment of the Board of 
Directors, such loan, guarantee or assistance may reasonably be 
expected to benefit the Corporation.

EXHIBIT 10.5

MADISON PLAZA LEASE WITH RYAN, BECK & CO. INC., A NEW JERSEY 
CORPORATION
MADISON PLAZA
200 WEST MADISON STREET
CHICAGO, IL  60606

TABLE OF CONTENTS
FOR
LEASE FOR MADISON PLAZA

PAGE
1.	Lease of Premises 	............	1
2.	Term 	1
3.	Rent 	1
4.	Rent Adjustment 	2
5.	Security Deposit 	5
6.	Use 	6
7.	Landlord's Services and Obligations 	7
8.	Repairs and Alterations by Tenant 	9
9.	Rights Reserved to Landlord 	10
10.	Telephone, Electric and Other Services 	12
11.	Landlord's Title 	13
12.	Quiet Enjoyment 	13
13.	Waiver of Certain Claims 	13
14.	Condition of Premises 	14
15.	Lease Termination 	14
16.	Assignment and Subletting 	15
17.	Untenantability 	17
18.	Rights and Remedies of Landlord 	18
19.	Eminent Domain 	20
20.	Subordination or Superiority of this Lease 	21
21.	Sprinklers 	21
22.	Prior Occupancy and Holding Over by Tenant 	21
23.	Notice 	22
24.	Successors and Assigns 	22
25.	Insurance 	22
26.	Miscellaneous 	24
27.	Cancellation Options 	25
28.	Exoneration Clause 	25

EXHIBIT A (Plan of Premises) 	A-1
EXHIBIT B (Building Rules and Regulations)	B-1


LEASE FOR MADISON PLAZA

THIS LEASE is made and entered into at Chicago, Illinois as of the 
5th day of May, 1997, by and between COLE TAYLOR BANK, not 
individually, but solely and only as Trustee under a certain Trust 
Agreement dated the 10th day of September, 1980 and known as Trust 
Number 40649 (the "Landlord") and RYAN, BECK & CO., a New Jersey 
corporation (the "Tenant"), as follows:

1. Lease of Premises. The Landlord hereby leases to the Tenant and 
the Tenant hereby accepts the lease of the premises consisting of 
that certain office space shown outlined in red or a heavy line on 
the plan attached hereto as Exhibit A and incorporated herein by 
reference (the "Premises") situated on the thirty-sixth (36th) floor 
of the office building (the "Building") located on the real estate 
commonly known as 200 West Madison Street, Chicago, Illinois, and 
more particularly described as follows:

The East one half of Lot 6 and all of Lots 7 and 8 (all taken as a 
tract), excepting from said tract that part thereof taken for 
widening of Madison Street, in Block 54 in original Town of Chicago, 
in Section 9, Township 39 North, Range 14 East of the Third 
Principal Meridian, in Cook County, Illinois,

(the "Real Estate"). The Building and the Real Estate are 
hereinafter sometimes collectively referred to as the "Property"). 
It is mutually agreed that the Premises contain 1,233 rentable 
square feet.

2. Term. The lease of the Premises is for a term of three (3) years 
and one-half (1/2) month commencing on the 16th day of May, 1997, 
and ending on the 31st day of May, 2000 (the "Term"), unless sooner 
terminated as hereinafter provided.

3. Rent. Tenant shall pay to Landlord's rental agent (the "Rental 
Agent") at the Office of the Building, or to such other persons or 
at such other places as the Landlord may direct from time to time by 
written notice to the Tenant, in coin or currency which at the time 
of payment is legal tender for the payment of public and private 
debts in the United States of America, the aggregate of the 
following, all of which are hereby declared to be "Rent":

A. "Annual Base Rent - Monthly Base Rent". Annual base rent (the 
"Annual Base Rent") in the amounts set forth below, payable in 
advance in equal monthly installments in the amounts set forth below 
(the "Monthly Base Rent") promptly on the first day of each and 
every calendar month during the Term of this Lease:
	Annual	Monthly
Period	Base Rent	Base Rent

May 16, 1997 - May 15, 1998	$30,825.00	$2,568.75
May 16, 1998 - May 15, 1999	31,441.56	2,620.13
May 16, 1999 - May 31, 2000	32,058.00 	2,671.50

B.  "Rent Adjustment". The "Rent Adjustment" (hereinafter defined);

C.  Other Sums. All other and further sums or amounts payable or to 
become payable by the Tenant to the Landlord pursuant to the terms 
and provisions of this Lease; and

D. Interest. Interest at the "Default Rate" from the due date of 
each payment of Rent until paid. The term "Default Rate" means a 
rate of interest equal to the sum of two percent (2%) plus the 
"Prime Rate". The phrase "Prime Rate" means that rate of interest 
per annum announced by First Chicago NBD Bank ("First Chicago") from 
time to time as First National's corporate base or prime rate, 
changing automatically and simultaneously with each change in the 
Prime Rate made by First Chicago from time to time. Any publication 
issued or published by First Chicago from time to time stating its 
Prime Rate as of a specific date or dates shall be conclusive 
evidence of the Prime Rate on that date or dates.

In the event the Term of this Lease commences on a day other than 
the first (1st) day of a calendar month or ends on a day other than 
the last day of a calendar month, the Rent for such month shall be 
prorated. Tenant's covenant to pay Rent is independent of every 
other covenant set forth in this Lease and Rent will be paid without 
any setoff, deduction or abatement whatsoever, except for such 
abatement as is provided for in Section 17 below.

4.  Rent Adjustment.

A.  Definitions. For the purpose of this Section 4, the following 
terms, words or phrases shall have the meanings described in this 
subsection 4.A.:

(i)  "Base Year" means the calendar year 1997.

(ii)  "Calculation Year" means the calendar year for which a "Rent 
Adjustment" computation is being made.

(iii) "Expenses" means all costs, expenses and disbursements of 
every kind, nature or description, paid or incurred by the Landlord 
or its beneficiaries relating to the ownership, management, 
operation, maintenance and repair of the Property and of the 
personal property, fixtures, machinery, equipment, systems and 
apparatus located therein or used in connection therewith, 
including, but not limited to: the costs of electricity, steam, 
water, fuel, heating, lighting, air conditioning, window cleaning, 
janitorial services, insurance (including, but not limited to, fire, 
extended coverage, liability, workmen's compensation, elevator or 
any other insurance carried in good faith by the Landlord and 
applicable to the Property or the said personal property); painting; 
uniforms; customary management fees; supplies; sundries; sale or 
 .use taxes on supplies or services; costs of wages and salaries of 
all persons engaged in the operation, maintenance and repair of the 
Property and so-called "fringe benefits" (including, but not limited 
to, social security taxes, unemployment insurance taxes, costs for 
providing coverage for disability benefits, costs for any pensions, 
hospitalization, welfare or retirement plans, vacation or severance 
pay, or any other similar or like expense incurred under the 
provisions of any collective bargaining agreement, or any costs or 
expenses which the Landlord, or its beneficiaries, pays or incurs to 
provide benefits for employees so engaged in the operation, 
maintenance and repair of the Property); the charges of any 
independent contractor who, under a contract with the Landlord, or 
its representatives, does any of the work of operating, maintaining 
or repairing of the Property; legal and accounting expenses; or any 
other expense or charge, similar or dissimilar, whether or not 
heretofore mentioned, which in accordance with generally accepted 
management principles, would be considered as an expense of 
maintaining, operating or repairing the Property or the said 
personal property. Notwithstanding the foregoing, Expenses shall not 
include costs and expenses incurred in connection with leasing space 
in the Building, such as real estate brokers' leasing commissions 
and tenant improvement costs.

If the Property is not fully occupied during all or any portion of 
the Calculation Year, Landlord may elect to make an appropriate 
adjustment of the "Expenses" for such year employing sound 
management principles, to determine the amount of "Expenses" that 
would have been paid or incurred by the Landlord had the Property 
been fully occupied and the amount so determined shall be deemed to 
have been the amount of "Expenses" for such Calculation Year. If any 
Expenses, though paid in one year relates to more than one calendar 
year, at the option of the Landlord, such expense may be allocated 
among such related calendar years. If any Expense relates to more 
than one parcel of property, at the option of the Landlord, such 
expense may be allocated among all parcels of property to which it 
relates. If Landlord is not furnishing any particular work or 
service (the cost of which if performed by Landlord would constitute 
an Expense) to a tenant who has undertaken to perform such work or 
service in lieu of the performance thereof by Landlord, Expenses 
shall be determined to be increased by an amount equal to the 
additional Expense which reasonably would have been incurred during 
such period by Landlord if it had at its own expense furnished such 
work or service to such tenant.

(iv) "Taxes" means real estate taxes, assessments, sewer rents, 
rates and charges; transit taxes, taxes based upon the receipt of 
rent and any other federal, state or local governmental charge, 
general, special, ordinary or extraordinary (but not including 
income or franchise taxes or any other taxes imposed upon or 
measured by Landlord's income or profits, unless the same shall be 
imposed as a substitution or replacement in whole or in part for any 
taxes which now or hereafter would constitute Taxes), which may now 
or hereafter be levied or assessed against the Building or Real 
Estate, or both. In the case of special taxes or assessments which 
may be payable in installments, only the amount of each installment 
(principal and interest) paid during a calendar year shall be 
included in Taxes for that year. Taxes shall also include any 
personal property taxes (attributable to the year in which paid) 
imposed upon the furniture, fixtures, machinery, equipment, 
apparatus, systems arid appurtenances used in connection with the 
Property or the operation thereof. The amount of Taxes attributable 
to any calendar year of the Lease term shall be the amount of Taxes 
payable in such year, notwithstanding that in each case the 
assessments for such Taxes may have been made for a different year 
or years than the calendar year in which payable. Taxes also include 
the Landlord's reasonable costs and expenses (including reasonable 
attorneys' fees) in contesting or attempting to reduce any Taxes. 
Taxes shall be reduced by any recovery or refund received of Taxes 
previously paid by the Landlord, provided such refund relates to 
taxes paid during the term of this Lease.

(v)  "Rent Adjustment" means any amount owed by Tenant with respect 
to Expenses or Taxes.

(vi) "Rent Adjustment Deposit" means that sum estimated from time to 
time by the Landlord prior to the expiration of any calendar year 
representing the anticipated Rent Adjustment to be owed by the 
Tenant for that calendar year; provided, however, that the sum so 
estimated shall in no event be less than the Rent Adjustment charged 
for the calendar year next preceding increased by the Landlord's 
reasonable estimates as to increases in Expenses and Taxes for the 
calendar year for which the Rent Adjustment Deposit is estimated.

(vii)  "Tenant's Proportionate Share" means 0. 1347 %.

B. Rent Adjustment. In addition to the Annual Base Rent and the 
Monthly Base Rent, the Tenant agrees to pay to the Rental Agent the 
"Rent Adjustment", being the aggregate of all of the following:

(i) The amount equal to Tenant's Proportionate Share of the amount, 
if any, by which the Expenses for any Calculation Year exceed the 
Expenses for the Base Year; and

(ii)  The amount equal to Tenant's Proportionate Share of the 
amount, if any, by which the Taxes for any Calculation Year exceed 
the Taxes for the Base Year.

C. Rent Adjustment Deposit. Tenant shall pay to the Rental Agent 
1/12th of the Rent Adjustment Deposit on the first day of each month 
during the term of this Lease commencing January 1, 1998. The Rent 
Adjustment Deposit shall be deposited against the Rent Adjustment 
due or to become due for the calendar year during which such 
deposits are required to be made. All Rent Adjustment Deposits may 
be commingled and need not be segregated by the Landlord, and may be 
held and utilized by the Landlord without payment to the Tenant of 
interest or any sums for the use of the Rent Adjustment Deposit. 
During the last complete calendar year or during any partial 
calendar year during which this Lease terminates, Landlord may 
include in the Rent Adjustment Deposit its estimate of Rent 
Adjustment which may not be finally determined until after the 
expiration or termination of this Lease. The Tenant's obligation to 
pay the Rent Adjustment shall survive the expiration or termination 
of this Lease.

D. Landlord's Statement. As soon as reasonably feasible after the 
expiration of each calendar year of this Lease, the Landlord shall 
cause to be furnished to the Tenant a statement showing the 
following:

(i)  Expenses and Taxes for the Calculation Year and the Base Year;

(ii) The amount of Rent Adjustment due Landlord for the Calculation 
Year, less credit for Rent Adjustment Deposits both paid in and 
allocable to the said Calculation Year, if any; and

(iii) The Rent Adjustment Deposit due for the calendar year next 
following the Calculation Year for which the statement is given, 
including the amount or revised amount for the months prior to the 
rendition of the statement.

Within ten days after the receipt of such statement, the Tenant 
shall pay to the Rental Agent the amount of Rent Adjustment due to 
the Landlord for the Calculation Year, as reflected in said 
statement and the amount of the Rent Adjustment Deposit due for the 
months between the expiration of the Calculation Year described in 
the statement to and including the month in which the statement is 
furnished. If such statement shall reflect an amount due from the 
Landlord to the Tenant, then Landlord shall first apply such amount 
against the next due Rent Adjustment Deposit (to the extent 
available) and, if not exhausted, then to the next ensuing Monthly 
Base Rent, and if there is any remaining balance, and Tenant is not 
in default hereunder, said remaining balance shall be paid to the 
Tenant.

E. Allocation. If the Lease term commences on any day other than the 
first day of January, or if the Lease term ends on any day other 
than the last day of December, any Rent Adjustment payment due 
Landlord shall be prorated, and the Tenant shall pay such amount 
within ten (10) days after being billed. The Tenant's obligation to 
pay the Rent Adjustment, as prorated, shall survive the expiration 
or termination of this Lease.

F. Books and Records. Tenant, or its representative, shall have the 
right to examine Landlord's books and records with respect to the 
items in the statement of Expenses and Taxes during normal business 
hours at any time within twenty (20) days following the furnishing 
of the statement to Tenant. Unless Tenant takes written exception to 
any item within thirty (30) days after the furnishing of the 
statement (which shall be noted on the item as "paid under 
protest"), such statement shall be considered as final and accepted 
by Tenant.

5. Security Deposit As additional security for the faithful and 
prompt performance of its obligation hereunder, Tenant has, 
concurrently with the execution of this Lease, paid to the Rental 
Agent the sum of Five Thousand One Hundred Thirty-Seven and 
50/100ths Dollars ($5,137.50). Said security deposit need not be 
segregated and may be applied by Landlord for the purpose of curing 
any default or defaults of Tenant hereunder, in which event Tenant 
shall replenish said deposit in full by promptly paying to Landlord 
on demand the amount so applied. Landlord shall not pay any interest 
on said deposit, except as may be required by law. If Tenant is not 
then in default and Landlord has not applied said deposit to cure a 
default, or if Landlord has applied said deposit to cure a default, 
then said deposit, or such remaining portion thereof, shall be 
returned to Tenant. Said deposit shall not be deemed an advance 
payment of Rent or measure of Landlord's damages for any default 
hereunder by Tenant.

6.  Use. Tenant shall occupy and use the Premises for general office 
purposes only. Tenant shall not occupy or use the Premises or permit 
the Premises to be occupied or used for any purpose, act or thing 
which is in violation of any public law, ordinance, or governmental 
regulation, or which may be dangerous to persons or property, or 
which may invalidate or be in conflict with fire or other insurance 
policies covering the building or its operation or the Premises, or 
part of either, or increase the amount of premiums for any policy of 
insurance carried on the Building or covering its operation, 
provided, however, that if any additional amounts of insurance 
premiums are caused by Tenant's occupancy or use of the Premises, 
Tenant shall pay to Landlord said additional amounts upon demand. 
Tenant, at its sole expense, shall comply with all rules, 
regulations and requirements of the Illinois Inspection and Rating 
Bureau, the Chicago Fire Department, the Fire Insurance Rating 
Organization and any other similar authority or organization having 
jurisdiction over the Building and shall not bring upon the Premises 
or keep thereon any inflammable oils, fluids or other materials, or 
any explosive or other articles deemed hazardous to person or 
property. Tenant shall not do or permit anything to be done upon the 
Premises which in any way may create a nuisance, disturb any other 
tenant of the Building or the occupants of neighboring property or 
injure the reputation of the Building. Tenant shall not use the 
Premises for housing accommodations, for lodging or sleeping 
purposes or for any immoral or illegal purposes. Tenant shall not 
advertise the business, profession or activities of Tenant in any 
manner which violates the letter or spirit of any code of ethics 
adopted by any recognized association or organization pertaining to 
such business or profession, use the name of the Building for any 
purpose other than that of the business address of Tenant, or use 
any picture or likeness of the Building or "Madison Plaza" or any 
other name by which the Building may from time to time be known, on 
any letterhead, envelope, circular, notice, advertisement, container 
or wrapping material, without the prior written consent of Landlord. 
Tenant shall not exhibit, sell or offer for sale, rent or exchange 
in the Premises or in the Building any article, thing or service 
except those ordinarily embraced within the use of the Premises 
specified in this Section 6, without the prior written consent of 
Landlord. Tenant shall not install or operate any refrigerating, 
heating or air conditioning apparatus or use the Premises for 
housing, lodging or sleeping purposes; permit preparation or warming 
of food in the Premises (warming of coffee and individual lunches of 
employees excepted), or permit food to be brought into the Premises 
for consumption therein without the prior written consent of 
Landlord; or manufacture, sell or purchase, use, give or dispense 
any spirituous, fermented, intoxicating or alcoholic beverages in or 
from the Premises. Landlord may, in its sole discretion, refuse such 
permission or impose any conditions in granting it, and revoke it at 
will. Tenant covenants and agrees that at all times its use of 
electrical energy shall never exceed the capacity of existing 
feeders to the Building or of the risers or wiring installation 
conducting electricity to the Premises.

Tenant agrees that it will not use, handle, generate, treat, store 
or dispose of, or permit the handling, generation, treatment, 
storage or disposal of any Hazardous Materials in, on, under, around 
or above the Premises now or at any future time and will indemnify, 
defend and save Landlord harmless from any and all actions, 
proceedings, claims, costs, expenses and losses of any kind, 
including, but not limited to, those arising from injury to any 
person, including death, damage to or loss of use or value of real 
or personal property, and costs of investigation and cleanup of 
Hazardous Materials which were placed, or permitted to be placed, on 
the Premises during the Term hereof by Tenant or any of its 
employees, contractors, agents, servants or invitees. The term 
"Hazardous Materials", when used herein, shall include, but shall 
not be limited to, any substances, materials or wastes to the extent 
quantities thereof are regulated by the City of Chicago or any other 
local governmental authority, the State of Illinois, or the United 
States of America because of toxic, flammable, explosive, corrosive, 
reactive, radioactive or other properties that may be hazardous to 
human health or the environment, including asbestos and including 
any materials or substances that are listed in the United States 
Department of Transportation Hazardous Materials Table, as amended, 
49 C.F.R. 172. 101, or in the Comprehensive Environmental Response, 
Compensation and Liability Act, as amended, 42 U.S.C. subsections 
9601 et seq., or the Resources Conservation and Recovery Act, as 
amended, 42 U.S. C. subsections 6901 et seq., or any other 
applicable governmental regulation imposing liability or standards 
of conduct concerning any hazardous, toxic or dangerous substances, 
waste or material, now or hereafter in effect. Tenant does hereby 
indemnify, defend and hold harmless the Landlord and its agents and 
their respective officers, directors, beneficiaries, shareholders, 
partners, agents and employees from all fines, suits, procedures, 
claims and actions of every kind, and all costs associated therewith 
(including attorneys' and consultants' fees) arising by, through or 
under Tenant, its agents, employees, contractors, servants and 
invitees and out of or in any way connected with any deposit, spill, 
discharge or other release of Hazardous Materials by Tenant or any 
of its employees, contractors, agents, servants or invitees that 
occurs during the Term of this Lease, at or from the Premises, or 
which arises at any time from Tenant's use or occupancy of the 
Premises, or from Tenant's failure to provide all information, make 
all submissions, and take all steps required by all applicable 
governmental authorities. Tenant's obligations and liabilities under 
this paragraph shall survive the expiration of the Term of this 
Lease.

7.  Landlord's Services and Obligations.

A. Air Conditioning and Heating Landlord shall furnish, at its 
expense (subject to the provisions of this Lease, relating to Rent 
Adjustments), air conditioning and heating from 8:00 A.M. to 6:00 
P.M. five days a week, that is, from Monday through Friday, 
inclusive, and from 8:00 A.M. to 1:00 P.M. on Saturdays, exclusive 
of holidays (for purposes of this Lease to be defined as New Year's 
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and 
Christmas). Upon reasonable advance request in writing by Tenant, 
Landlord shall furnish air conditioning and heating at other times 
(that is, at times other than the times specified above), at rates 
to the Tenant fixed by the Landlord from time to time. Whenever heat 
generating machines or equipment are used in the Premises which 
affect the temperature otherwise maintained by the air conditioning 
system, Landlord reserves the right to provide and install 
supplementary air conditioning units in the Premises and the cost of 
providing, installing, operating and maintaining the same shall be 
paid by Tenant to the Rental Agent as Additional Rent.

B. Water. Landlord shall furnish cold water from City of Chicago 
mains for drinking, lavatory and toilet purposes drawn through 
fixtures installed by Landlord, or by Tenant with Landlord's prior 
written consent, and hot water for lavatory purposes from the 
regular supply of the Building. Tenant shall pay Landlord at rates 
fixed by Landlord for water furnished for any other purpose, and 
Landlord may install a water meter at Tenant's sole cost to measure 
such usage. Tenant shall not waste or permit the waste of water. In 
the event Tenant shall fail to make prompt payment to Landlord for 
water furnished by Landlord, Landlord, upon ten days notice, may 
discontinue furnishing such service and no such discontinuance shall 
be deemed an eviction or disturbance of Tenant's use of the Premises 
or render Landlord liable for damages or relieve Tenant from any 
obligation under this Lease.

C. Window Washing. Landlord shall furnish window washing of all 
windows in the Premises, both inside and out, weather permitting, at 
intervals to be determined by the Landlord.

D. Janitor Service. Landlord shall furnish daily janitor service in 
the Premises, Saturdays, Sundays and holidays excepted. Tenant shall 
not provide janitor services without the prior written consent of 
Landlord and then only subject to the supervision of the Landlord 
and at Tenant's sole responsibility, cost and expense, by 
contractors or employees at all times satisfactory to Landlord.

E. Elevator Service. Landlord shall furnish passenger elevator 
service in common with Landlord and other tenants, daily from 8:00 
A.M. to 6:00 P.M. (Saturdays to 1:00 P.M.), Sundays and holidays 
excepted, and daily freight elevator service in common with Landlord 
and other tenants at reasonable hours to be determined by Landlord, 
Saturdays, Sundays and holidays excepted. Landlord, however, shall 
provide limited passenger elevator service daily at all times during 
which such normal passenger service is not furnished. Operatorless 
automatic elevator service shall be deemed "elevator service" within 
the meaning of this paragraph.

F. Window and Door Coverings. Landlord shall furnish blinds for all 
exterior windows of standard type and color for the Building, which 
Tenant agrees not to remove or alter. Tenant, at its own expense, 
may install drapes, window or door coverings (and, if installed, 
shall maintain them in an attractive and safe condition); provided, 
however, that in the sole judgment of Landlord, they are in harmony 
with the exterior and interior appearance of the Building, create no 
safety or fire hazard and do not interfere with the HVAC system of 
the Building.



G. Interruption of Services. Landlord does not warrant that any 
service will be free from interruptions caused by repairs, renewals, 
improvements, changes of service, alterations, strikes, lockouts, 
labor controversies, accidents, inability to obtain fuel, steam, 
water or supplies, governmental regulations, or any other causes 
beyond the reasonable control of Landlord. No such interruption of 
service shall be deemed an eviction (or a constructive eviction) or 
disturbance of Tenant's use and possession of the Premises or any 
part thereof, or render Landlord liable to Tenant for damages, by 
abatement of rent or otherwise, or relieve Tenant from performance 
of Tenant's obligations under this Lease. Tenant hereby waives and 
releases all claims against Landlord for damages from interruption 
or stoppage of service, except that if the Premises or any portion 
thereof are rendered untenantable, inaccessible or impossible to 
occupy, in each case due to interruption of such services or repairs 
required to be made by Landlord under this Lease for a cause other 
than (i) fire or casualty, (ii) default by Tenant, or (iii) a cause 
beyond the reasonable control of Landlord, for in excess of ten (10) 
consecutive business days, Rent shall abate for the portion of the 
Premises affected thereby for the period of such untenantability, 
inaccessibility or impossibility of occupancy.

8.  Repairs and Alterations by Tenant.

A. Repairs. Except for ordinary wear and as otherwise provided in 
this Lease, Tenant shall, at all times during the term hereof, at 
its sole expense, keep the Premises and every part thereof in good 
order, repair and condition, and Tenant shall promptly arrange with 
Landlord, at Tenant's sole expense, for the repair of all damage to 
the Premises and the replacement or repair of all damaged or broken 
glass (including signs thereon), fixtures and appurtenances 
(including hardware, heating, cooling, ventilating, electrical, 
plumbing and other mechanical facilities in the Premises), with 
materials equal in quality and class to the original materials 
damaged or broken, within any reasonable period of time specified by 
Landlord, all repairs and replacements to be made under the 
supervision and with the prior written approval of Landlord, using 
contractors or persons acceptable to Landlord. If Tenant does not 
promptly make such arrangements, Landlord may, but need not, make 
such repairs and replacements and the amount paid by Landlord for 
such repairs and replacements shall be deemed additional rent 
reserved under this Lease due and payable forthwith. Landlord may, 
but shall not be required to do so, enter the Premises at all 
reasonable times to make any repairs, alterations, improvements or 
additions, including, but not limited to, ducts and all other 
facilities for heating and air conditioning service, as Landlord may 
desire or deem necessary for the safety, preservation or improvement 
of the Building, or as Landlord may be required to do so by the 
municipality in which the Building is located or by the order or 
decree of any court or by any other proper authority. The cost of 
all repairs made by Landlord to the Property which are made 
necessary as a result of misuse or neglect by Tenant or Tenant's 
employees, invitees or agents shall be immediately paid by Tenant to 
Landlord upon being billed for same.

B. Alterations. Tenant shall not make installations, alterations or 
additions in or to the Premises without submitting plans and 
specifications to Landlord and securing the prior written consent of 
Landlord in each instance. Such work shall be done at the sole cost 
and expense of Tenant by employees of or contractors employed by 
Landlord, or with Landlord's consent in writing given prior to 
letting of contract, by contractors employed by Tenant, but in each 
case, only under written contract previously approved in writing by 
Landlord, and subject to all conditions Landlord may impose. All 
installations, alterations and additions shall be constructed in a 
good and workmanlike manner and only good grades of materials shall 
be used, and shall comply with all insurance requirements, and with 
all ordinances and regulations of the City of Chicago or any 
department or agency thereof, and with the requirements of all 
statutes and regulations of the State of Illinois or any department 
or agency thereof. At Landlord's election, Landlord and Landlord's 
architects shall have the right to supervise all construction 
operations within the Premises, and Tenant shall promptly pay 
Landlord the reasonable cost of such supervision. If, with 
Landlord's prior written consent, alterations are made by Tenant's 
contractors, Tenant shall furnish to Landlord prior to commencement 
thereof, building permits and certificates of appropriate insurance 
and payment, performance and other bonds, and upon completion of any 
installation, alteration or addition, Contractor's affidavits and 
full and final Waivers of Lien covering all labor and material 
expended and used. Tenant shall hold Landlord harmless from all 
claims, costs, damages, liens and expenses which may arise out of or 
be connected in any way with said installations, alterations or 
additions, provided that the same do not arise out of the negligence 
or willful acts of Landlord or its contractors.

9. Rights Reserved to Landlord. Landlord shall have the following 
rights exercisable without notice and without liability to Tenant 
for damage or injury to property, person or business (all claims for 
damage being hereby released), and without effecting an eviction or 
disturbance of Tenant's use or possession or giving rise to any 
claim for setoffs, or abatement of rent:

A.  To change the name or street address of the Building;
B.  To install and maintain signs on the exterior and interior of 
the Building;
C.  To designate all sources furnishing sign painting and lettering, 
ice, mineral, or drinking water, beverages, foods, towels, vending 
machines or toilet supplies used or consumed on the Premises;

D.  To have passkeys to the Premises;
E.  To decorate, remodel, repair, alter or otherwise prepare the 
Premises for reoccupancy during the last six months of the term 
hereof, if during or prior to such time Tenant vacates the Premises, 
or any other time after Tenant abandons the Premises;

F. To enter the Premises at reasonable hours to make inspections, or 
to exhibit the Premises to prospective tenants, purchasers or 
others, or for other reasonable purposes;

G.  To have access to all mail chutes according to the rules of the 
United States Post Office;

H.  To require all persons entering or leaving the Building during 
such hours as Landlord may from time to time reasonably determine to 
identify themselves to a watchman by registration or otherwise and 
to establish their right to leave or enter, and to exclude or expel 
any peddler, solicitor or beggar at any time from the Premises or 
the Building;

I.  To approve the weight, size and location of safes, computers, 
and other heavy articles in and about the Premises and the Building 
and to require all such items and other office furniture and 
equipment to be moved in and out of the Building and Premises only 
at such time and in such manner as Landlord shall direct and in all 
events at Tenant's sole risk and responsibility;

J.  To decorate and to make, at any time or times, at its own 
expense, repairs, alterations, additions and improvements, 
structural or otherwise, in or to the Premises, the Building or part 
thereof, and to perform any acts related to the safety, protection 
or preservation thereof, and during such operations to take into and 
through the Premises or any part of the Building all material and 
equipment required and to close or temporarily suspend operation of 
entrances, doors, corridors, elevators or other facilities, provided 
that Landlord shall cause as little inconvenience or annoyance to 
Tenant as is reasonably necessary in the circumstances, and shall 
not do any act which permanently reduces the size of the Premises.  
Landlord may do any such work during ordinary business hours and 
Tenant shall pay Landlord for overtime and for any other expenses 
incurred if such work is done during other hours at Tenant's 
request;

K.  To do or permit to be done any work in or about any adjacent or 
nearby building, land, street or alley;

L.  To grant to any one the exclusive right to conduct any business 
or render any service in the Building, provided such exclusive right 
shall not operate to exclude Tenant from the use expressly permitted 
by Section 6 of this Lease;

M.  To close the Building at 8:00 P.M. or at such other reasonable 
time as Landlord may determine, subject, however, to Tenant's right 
to admittance under such regulations as shall be prescribed from 
time to time by Landlord;

N.  To prohibit the placing of vending or dispensing machines of any 
kind in or about the Premises without the prior written permission 
of the Landlord;

0.  To require Tenant to move to equivalent space (the "New 
Premises") on the same or another floor in the Building (provided 
that [i] the New Premises are located above the nineteenth [19th] 
floor of the Building, [ii] the quality of finish of the New 
Premises shall be substantially the same as the Premises, and [iii] 
the New Premises shall not be on any floor in the Building on which 
any tenant whose primary business is investment banking or 
investment brokerage is located) upon receipt of thirty (30) days 
written notice from Landlord, in which event, Landlord shall pay all 
moving costs, including the cost of moving and, installing Tenant's 
phone system, and the cost of Tenant replacing any stationery, and 
the Rent provided for herein shall remain the same;

P.  To adopt the Rules and Regulations set forth as Exhibit B hereto 
and from time to time to adopt such additional rules and regulations 
and to amend all such rules and regulations as, in Landlord's 
judgment, shall be desirable for the proper use, entry, operation 
and management of the Premises and the Building, each of which shall 
become a part of this Lease, and Tenant agrees to comply with all 
such rules and regulations; and

Q.   To exercise all other rights reserved by the Landlord pursuant 
to the provisions of this Lease.

10.  Telephone, Electric and Other Services.

A. Tenant shall make arrangements directly with the telephone 
company servicing the Building for such telephone service in the 
Premises as may be desired by Tenant. Tenant shall pay the entire 
cost of all telephone charges, electricity consumed within the 
Premises, maintenance of light fixtures and replacement of lamps, 
bulbs, tubes, ballasts and starters.

B. If Tenant desires telegraphic, telephonic, burglar alarm, 
computer installations or signal service (which service shall be at 
Tenant's sole expense), Landlord shall, upon request, direct where 
and how all connections and wiring for such service shall be 
introduced and run. In the absence of such directions, Tenant shall 
make no borings, cutting or install any wires or cables in or about 
the Premises.

C. Tenant covenants and agrees that Landlord shall in no event be 
liable or responsible to Tenant for any loss, damage or expense 
which Tenant may sustain or incur if either the quality or character 
of electrical service is changed or is no longer suitable for 
Tenant's requirements. Tenant covenants and agrees that at all times 
its use of electric current shall never exceed the capacity of 
existing feeders to the Building or the Premises or wiring or 
*installation; and also that it shall make no alterations or 
additions to the electric equipment and/or appliances without the 
prior written consent of Landlord in each instance.

11. Landlord's Title. Landlord's title is and always shall be 
paramount to the title of Tenant. Nothing herein contained shall 
empower Tenant to do any act which can, shall or may encumber the 
title of Landlord.

12. Quiet Enjoyment. Subject to the provisions of this Lease, 
Landlord covenants that Tenant, on paying the rent and performing 
the covenants of this Lease on its part to be performed, shall and 
may peaceably have, hold and enjoy the Premises for the Term of this 
Lease.

13. Waiver of Certain Claims. To the fall extent now, or hereafter, 
permitted by law, Tenant waives and releases all claims against 
Landlord, its officers, directors, agents, employees and servants, 
in respect of, and they shall not be liable for injury to person or 
damage to property sustained by Tenant or by any occupant of the 
Premises or the Building, or any other person, occurring in or about 
the Building or the Premises resulting directly, or indirectly, from 
any existing or future condition, defect, matter or thing in the 
Premises, the Building or any part of it, or from equipment or 
appurtenances therein, or from accident or from any occurrence, act, 
or from negligence or omission of any tenant or occupant of the 
Building, or of any other person other than the negligence or 
willful misconduct of Landlord, its officers, directors, agents, 
employees and servants. This section shall apply especially, but not 
exclusively, to damage caused as aforesaid or by the flooding of 
basements or other sub-surface areas or by refrigerators, sprinkling 
devices, air conditioning apparatus, water, snow, frost, steam, 
excessive heat or cold, falling plaster, broken glass, sewage, gas, 
odors or noise or the bursting or leaking of pipes or plumbing 
fixtures, and shall apply equally whether any such damage results 
from the act or omission of other tenants, occupants or servants of 
the Building or of any other persons other than the negligence or 
willful misconduct of Landlord, its officers, directors, agents, 
employees and servants, and whether such damage be caused by or 
results from any thing or circumstance above mentioned, or any other 
thing or circumstance whether alike or wholly different in nature. 
If any such damage to the Premises or the Building or any equipment 
or appurtenance therein, or to tenants thereof, results from any act 
or omission or negligence of Tenant, its agents, employees or 
invitees, Landlord may, at Landlord's option, repair such damage and 
Tenant shall, upon demand by Landlord, reimburse Landlord forthwith 
for all costs of such repairs and damages both to the Building and 
to the tenants thereof, in excess of the amounts, if any, paid to 
Landlord under insurance, if any, covering such damages. All 
property in the Building or in the Premises belonging to Tenant, its 
agents, employees or invitees, or to any occupant of the Premises 
shall be there at the risk of Tenant or other person only, and 
Landlord shall not be liable for damage thereto or theft, 
misappropriation or loss thereof. Tenant agrees to hold Landlord 
harmless and to indemnify it against claims and liability for 
injuries to all persons and for the damage to, or the theft, 
misappropriation or loss of all property occurring in or about the 
Premises, or due to any act or omission of Tenant, its agents or 
employees or invitees. Except to the extent covered by insurance 
maintained by or for the benefit of Tenant, Landlord agrees to hold 
Tenant harmless and indemnify it against claims and liability for 
injury to persons or damage to property in or about the common areas 
of the Building arising out of or in connection with Landlord's 
ownership and operation of the Building or Landlord's activities in 
the Building, or arising from any act or omission of Landlord, its 
agents or employees.

14. Condition of Premises. Tenant accepts the Premises in its 
"As-Is, Where-Is" condition. No promise of Landlord to alter, 
remodel, improve, repair, decorate or clean the Premises or any part 
thereof, and no representation respecting the condition of the 
Premises or the Building has been made to Tenant by Landlord except 
that Landlord shall paint the Premises on or before July 1, 1997 
during normal business hours using building standard materials.

15.  Lease Termination. At the termination of this Lease by lapse of 
time or otherwise:

A. Surrender of Keys. Tenant shall surrender all keys of the 
Premises to Landlord and make known to Landlord the explanation of 
all combination locks remaining on the Premises.

B. Return of Premises. Tenant shall return to Landlord the Premises 
and all equipment and fixtures of Landlord in as good a condition 
and state of repair as when Tenant originally took possession 
subject, however, to: (a) the provisions of Paragraphs C and D of 
this Section 15; and (b) ordinary wear and loss or damage by fire, 
or other casualty. In the event Tenant fails to comply with this 
requirement, Landlord may restore the Premises, equipment and 
fixtures to such condition and state of repair and Tenant shall, 
upon demand, pay to Landlord the cost thereof.

C. Removal of Additions. All installations, additions, hardware, 
non-trade fixtures and improvements, temporary or permanent, except 
movable furniture and equipment belonging to Tenant, in or upon the 
Premises, whether placed there by Tenant or Landlord, shall be 
Landlord's property and shall remain upon the Premises, all without 
compensation, allowance or credit to Tenant; provided, however, that 
if prior to such termination or within ten (10) days thereafter 
Landlord so directs by notice, Tenant shall promptly remove the 
installations, additions, hardware, non-trade fixtures and 
improvements, placed in or upon the Premises by Tenant which were 
required by Landlord at the time of approval of the installation 
thereof to be so removed and designated in the notice, failing which 
Landlord may remove the same and Tenant shall, upon demand, pay to 
Landlord the cost of such removal and of any necessary restoration 
of the Premises.

D. Floor Covering. Tenant may remove any floor covering entirely 
paid for and laid by Tenant provided Tenant (a) removes all 
fastenings, paper, glue, bases and other vestiges thereof and 
restores the floor surface to its previous condition or (b) pays to 
Landlord, upon demand, the cost of restoring the floor surface to 
such condition.

E. Property Presumed Abandoned. All fixtures, installations and 
personal property belonging to Tenant not removed from the Premises 
upon termination of this Lease and not required by Landlord to have 
been removed as provided in Paragraph C of this Section 15, shall be 
conclusively presumed to have been abandoned by Tenant and title 
thereto shall pass to Landlord under this Lease as by a bill of 
sale; Tenant agrees to indemnify, defend and save Landlord and its 
agents and beneficiaries harmless of and from the claims of any 
persons claiming any right, title, equity, interest or security 
interest in and to any such property so abandoned by the Tenant.

16. Assignment and Subletting. Tenant shall not, without the prior 
written consent of Landlord in each instance: (i) assign, transfer, 
mortgage, pledge, hypothecate or encumber, or subject to or permit 
to exist upon or be subjected to any lien or charge, this Lease or 
any interest under it; (ii) allow to exist or occur any transfer of 
or lien upon this Lease or the Tenant's interest herein by operation 
of law; (iii) sublet the Premises or any part thereof; or (iv) 
permit the use or occupancy of the Premises or any part thereof for 
any purpose not provided for under Section 6 of this Lease or by 
anyone other than the Tenant and Tenant's employees. In no event 
shall this Lease be assigned or assignable by voluntary or 
involuntary bankruptcy proceedings or other-wise, and in no event 
shall this Lease or any rights or privileges hereunder be an asset 
of Tenant under any bankruptcy, insolvency, or reorganization 
proceedings.

Anything herein to the contrary notwithstanding, in no event shall 
Tenant's interest in this Lease (i) be assigned to or held by a 
"party in interest" within the meaning of the Employee Retirement 
Income Security Act of 1974, as amended, or (ii) be assigned if such 
assignment is otherwise prohibited under the applicable provisions 
of such law.

Tenant shall, by notice in writing, advise Landlord of its intention 
from, on and after a stated date (which shall not be less than sixty 
[601 days after date of Tenant's notice), to assign or transfer its 
interest as Tenant in this Lease, or sublet any part or all of the 
Premises for the balance or any part of the Term, and in such event, 
Landlord shall have the right, to be exercised by giving written 
notice to Tenant not later than thirty (30) days after receipt of 
Tenant's notice, to recapture the space described in Tenant's notice 
and such recapture notice shall, if given, cancel and terminate this 
Lease with respect to the space therein described as of the date 
stated in Tenant's notice. Tenant's said notice shall state the name 
and address of the proposed assignee, transferee or subtenant, as 
the case may be, and a true and complete copy of the proposed 
assignment, transfer or sublease, as the case may be, shall be 
delivered to Landlord with said notice. If Tenant's notice shall 
cover all the Premises, and Landlord shall give the aforesaid 
recapture notice with respect thereto, the Term of this Lease shall 
expire and end on the date stated in Tenant's notice as fully and 
completely as if that date had been herein definitely fixed for the 
expiration of the Tenn. If, however, this Lease be cancelled 
pursuant to the foregoing with respect to less than the entire 
Premises, then the Tenant shall pay to the Rental Agent Landlord's 
reasonable cost to physically divide and separate the portion of the 
Premises, and the Rent and the escalation percentage herein reserved 
shall be adjusted on the basis of the number of square feet retained 
by Tenant in proportion to the number of square feet contained in 
the Premises, as described in this Lease, and this Lease as so 
amended shall continue thereafter in fall force and effect. If so 
requested by Landlord, Tenant shall promptly  execute and deliver to 
Landlord an instrument evidencing any such recapture and containing, 
as appropriate, a definition (by way of diagram or otherwise) of the 
portion of the Premises remaining subject to this Lease following 
such recapture and the Rent to be paid by Tenant therefor. If 
Landlord, upon receiving Tenant's said notice with respect to any 
such space, shall not exercise its right to cancel as aforesaid, 
Landlord will not unreasonably withhold its consent to Tenant's 
assignment as aforesaid or subletting the space covered by its 
notice.

Landlord's consent to any subletting or assignment shall not release 
or discharge Tenant of or from any liability, whether past, present 
or future, under this Lease, and Tenant shall continue fully liable 
thereunder. The subtenant or subtenants, or assignee shall agree to 
comply with and be bound by all of the terms, covenants, conditions, 
provisions and agreements of this Lease to the extent of the space 
sublet or assigned, and Tenant shall deliver to Landlord promptly 
after execution, an executed copy of each such sublease or 
assignment and an agreement of compliance by each such subtenant or 
assignee.

Notwithstanding anything to the contrary in this Section 16, if 
Tenant is a corporation whose shares of stock are not publicly 
traded and if during the Term of this Lease, the ownership of the 
shares of stock which constitutes control of Tenant changes by 
reason of sale, gift or death, Tenant shall notify Landlord of such 
change within five (5) days thereof, and Landlord, at its option, 
may at any time thereafter terminate this Lease by giving Tenant 
written notice of said termination at least sixty (60) days prior to 
the date of termination stated in the notice. The term "control" as 
used herein means the power to directly or indirectly direct or 
cause the direction of the management or policies of the Tenant. A 
change or series of changes in ownership of stock which would result 
in direct or indirect change in ownership by the stockholders or an 
affiliated group of stockholders of less than 50 % of the 
outstanding stock shall not be considered a change of control.

If Tenant shall assign or transfer its interest in this Lease or 
sublet the Premises having first obtained Landlord's consent at a 
rental in excess of the rent due and payable or to become due or 
payable by Tenant under the provisions of Sections 3 and 4 of this 
Lease, said excess rent shall become the Landlord's property and 
payable to the Landlord as additional rent.

Any sale, assignment, mortgage, transfer or subletting of this Lease 
which is not in compliance with the provisions of this Section 16 
shall be of no effect and void.

If Tenant's interest in this Lease is assigned in accordance with 
the terms of this Lease, or is attempted to be assigned in violation 
of any provision of this Lease, then Landlord may collect rent from 
any such assignee (or any such named assignee in the case of any 
attempted assignment in violation of any provision of this Lease); 
or if the Premises or any part thereof are sublet or are attempted 
to be sublet in violation of any provision of this Lease, or are 
occupied by, or used by, any person other than Tenant, whether or 
not in violation of this Lease, then Landlord may, after default by 
Tenant under this Lease, collect rent from any such subtenant (or 
any such named subtenant in the case of any attempted subletting in 
violation of any provision of this Lease) or any such user or 
occupant. In any such case, Landlord shall apply the net amount 
collected to the rent reserved in this Lease, but neither any such 
assignment, subletting, occupancy, or use, whether with or without 
Landlord's prior consent or otherwise in violation of the provisions 
of this Lease, nor any such collection or application, shall be 
deemed a waiver of any term, covenant or condition of this Lease, or 
the acceptance by Landlord of any such assignee, subtenant, occupant 
or user as a tenant. Neither any such assignment or attempted 
assignment of Tenant's interest in the Lease nor any such subletting 
or attempted subletting, occupancy or use of the Premises or any 
part thereof by any person other than Tenant, nor any collection of 
rent by Landlord from any person other than Tenant as provided in 
this subsection, nor any application of any such rent as provided in 
this Section shall, in any circumstances, relieve Tenant of its 
obligation fully to observe and perform the terms, covenants and 
conditions of this Lease on Tenant's part to be observed and 
performed.

The obligations of Landlord under this Lease shall not be binding 
upon Landlord named herein after the sale, conveyance, assignment or 
transfer by such Landlord (or upon any subsequent landlord after the 
sale, conveyance, assignment or transfer by such subsequent 
landlord) of its interest in the Property or the Building, and in 
the event of any such sale, conveyance, assignment or transfer 
(which right so to do is hereby expressly reserved) Landlord or such 
subsequent landlord, as the case may be, shall be and hereby is 
entirely freed and relieved of all covenants and obligations of 
Landlord hereunder, and it shall be deemed and construed without 
further agreement between the parties or their successors in 
interest, or between the parties and the purchaser, grantee, 
assignee or other transferee that such purchaser, grantee, assignee 
or other transferee has assumed and agreed to carry out any and all 
covenants and obligations of Landlord hereunder. Neither the 
shareholders, officers, directors, trustees, individuals, joint 
venturers or partners comprising Landlord, nor the beneficiaries of 
the Trust under which legal title to the Building or the Real Estate 
may be held from time to time, nor the shareholders (nor any of the 
partners comprising same), directors, trustees or officers of any of 
the foregoing (collectively, the "Parties") shall be liable for the 
performance of Landlord's obligations under this Lease. Tenant shall 
look solely to Landlord to enforce Landlord's obligations hereunder 
and shall not seek any damages against any of the Parties. The 
liability of Landlord for Landlord's obligations under this Lease 
shall not exceed and shall be limited to the value of Landlord's 
assets and Tenant shall not look to the property or assets of any of 
the Parties in seeking either to enforce Landlord's obligations 
under this Lease or to satisfy a judgment for Landlord's failure to 
perform such obligations.

17. Untenantability. In the event (a) the Premises are made 
untenantable by fire or other casualty and Landlord shall decide not 
to restore or repair the same; or (b) the Building is so damaged by 
fire or other casualty that Landlord shall decide to demolish or 
rebuild the same, then, in any such event, Landlord shall have the 
right to terminate this Lease by notice to Tenant within ninety (90) 
days after the date of such fire or other casualty and the rent 
shall be apportioned on a per them basis and paid to the date of 
such fire or other casualty. In the event the Premises are made 
untenantable by fire or other casualty and Landlord shall decide to 
rebuild and restore the same, this Lease shall not terminate and 
Landlord shall repair and restore the Premises at Landlord's expense 
and with due diligence, subject, however (i) to reasonable delays 
for insurance adjustments and (ii) delays caused by forces beyond 
Landlord's control, and the rent shall abate on a per them basis 
during the period of reconstruction and repair; but Landlord shall 
not be liable to incur overtime, double time, or other premium 
charges in order to expedite the work of repair or restoration.

In the event that the Premises are partially damaged by fire or 
other casualty but are not made wholly untenantable, then Landlord 
shall, except during the last year of the term hereof, proceed with 
all due diligence to repair and restore the Premises, subject, 
however, to (i) reasonable delays for insurance adjustments and (ii) 
delays caused by forces beyond Landlord's control; but Landlord 
shall not be liable to incur overtime, double time or other premium 
charges in order to expedite the work of repair or restoration. In 
such event, the rent shall abate in proportion to the non-useability 
of the Premises during the period while repairs are in progress 
unless such partial damages are due to the fault or neglect of 
Tenant. If the partial damage is the result of the fault or neglect 
of Tenant, rent shall not abate during said period. If the Premises 
are made partially untenantable as aforesaid during the last year of 
the term hereof, Landlord shall have the right to terminate this 
Lease as of the date of fire or other casualty, in which event the 
rent shall be apportioned on a per them basis and paid to the date 
of such fire or other casualty.

18. Rights and Remedies of Landlord. All rights and remedies of 
Landlord herein enumerated shall be cumulative and none shall 
exclude any other right or remedy allowed by law.

A. If any voluntary or involuntary petition or similar pleading 
under any section or sections of any bankruptcy act shall be filed 
by or against Tenant, or any voluntary or involuntarily proceedings 
in any court or tribunal shall be instituted to declare Tenant 
insolvent or unable to pay Tenant's debts, or Tenant makes an 
assignment for the benefit of its creditors, or a trustee or 
receiver is appointed for Tenant or for the major part of Tenant's 
property, then and in any such event, Landlord may, if Landlord so 
elects, but not otherwise, and with or without notice of such 
election, and with or without entry or other action by Landlord, 
forthwith terminate this Lease, and notwithstanding any provisions 
of this Lease, Landlord shall forthwith upon such termination be 
entitled to recover damages in an amount equal to the then present 
value of the rent specified in Sections 3 and 4 of this Lease for 
the residue of the stated term hereof, less the fair rental value of 
the Premises for the residue of the stated term.

B. If Tenant defaults in the prompt payment of rent and such default 
shall continue for five (5) or more days after written notice 
thereof shall have been given to Tenant or in the performance or 
observance of any other provisions of this Lease and such other 
default shall continue for thirty (30) or more days after notice 
thereof shall have been given to Tenant, (provided, however, if such 
default is not capable of being cured within said thirty [30] day 
period and Tenant commences to cure within said thirty [30] day 
period and diligently pursues such cure, Tenant shall have an 
additional period of time as is reasonably necessary to cure such 
default, but in no event in excess of sixty (60] additional days) or 
if the leasehold interest of Tenant be levied upon under execution 
or attached by process of law, or if Tenant vacates or .abandons the 
Premises without continuing to pay Rent, then and in any such event 
Landlord, if it so elects, with or without notice or demand, 
forthwith, or at any time thereafter while such default continues, 
either may terminate Tenant's right to possession, without 
terminating this Lease, or may terminate this Lease. If the term of 
any lease, other than this Lease, made by Tenant for any premises in 
the Building shall be terminated or terminable after the making of 
this Lease because of any default by Tenant under such other lease, 
such fact shall empower Landlord, at Landlord's sole option, to 
terminate this Lease by notice to Tenant.

C. Upon any termination of this Lease, whether by lapse of time or 
otherwise, or upon any termination of Tenant's right to possession 
without termination of this Lease, Tenant shall surrender possession 
and vacate the Premises immediately and deliver possession thereof 
to Landlord, and Tenant hereby grants to Landlord full and free 
license to enter into and upon the Premises in such event with or 
without process of law and to repossess Landlord of the Premises as 
of Landlord's former estate and to expel or remove Tenant and any 
other who may be occupying or within the Premises and to remove any 
and all property therefrom, using such force as may be necessary, 
without being deemed in any manner guilty of trespass, eviction, 
forcible entry or detainer, or conversion of property, and without 
relinquishing Landlord's right to rent or any other rights given to 
Landlord hereunder or by operation of law. Tenant expressly waives 
the service of any demand for payment of rent or for possession and 
the service of any notice of Landlord's election to terminate this 
Lease or to re-enter the Premises, any and every form of demand and 
notice prescribed by any statute or other law, and agrees that the 
simple breach of any covenant or provision of this Lease by Tenant 
shall, of itself, without the service of any notice or demand 
whatsoever, constitute a forcible detainer by Tenant of the Premises 
within the meaning of the statutes of the State of Illinois.

D . If pursuant to the provisions of this Section 18, Landlord 
elects to terminate Tenant's right to possession only, without 
terminating this Lease, Landlord may, at Landlord's option, enter 
upon the Premises, remove Tenant's signs and other evidences of 
tenancy, and take and hold possession thereof as provided in 
Paragraph C of this Section 18, without such entry and possession 
terminating this Lease, or releasing Tenant, in whole or in part, 
from Tenant's obligation to pay the rent hereunder for the full 
term, and in any such case Tenant shall pay forthwith to Landlord a 
sum equal to the entire amount of the rent specified in Section 3 of 
this Lease for the residue of the stated term plus any other sums 
then due hereunder. Upon and after entry into possession without 
termination of this Lease, Landlord may, but need not, relet the 
Premises or any part thereof for the account of Tenant to any 
person, firm or corporation other than Tenant for such rent, for 
such time and upon such terms as Landlord, in Landlord's sole 
discretion, shall determine and Landlord shall not be required to 
accept any tenant offered by Tenant or to observe any instructions 
given by Tenant about such reletting. In any such case, Landlord may 
make repairs, alterations and additions in or to the Premises, and 
redecorate the same to the extent deemed by Landlord necessary or 
desirable, and Tenant shall, upon demand, pay the cost thereof, 
together with Landlord's expenses of the reletting. If the 
consideration collected by Landlord upon any such reletting for 
Tenant's account is not sufficient to pay the full amount of unpaid 
rent reserved in this Lease, together with the cost of repairs, 
alterations, additions, redecorating and Landlord's expenses, Tenant 
shall pay to Landlord the amount of any deficiency, upon demand. If 
the consideration so collected from any such reletting is more than 
sufficient to pay the full amount of the rent reserved herein, 
together with the costs and expenses of Landlord, Landlord, at the 
end of the stated term of this Lease, shall account for the surplus 
to Tenant. Notwithstanding any such election by Landlord to 
terminate Tenant's right to possession only, without terminating 
this Lease, Landlord may, at any time thereafter, terminate this 
Lease as provided in Paragraph B of this Section 18.

E. Any and all property which may be removed from the Premises by 
Landlord pursuant to the authority of this Lease or of law, to which 
Tenant is or may be entitled, may be handled, removed or stored in a 
commercial warehouse or otherwise by Landlord at the risk, cost and 
expense of Tenant, and Landlord shall in no event be responsible for 
the value, preservation or safekeeping thereof and Tenant, for 
itself and for any party claiming by, through or under Tenant, and 
for any party claiming any right in any personal property in the 
Premises, hereby waives and releases all claims against Landlord 
resulting from, or alleged to result from, Landlord's handling, 
removal or storage of such property, as aforesaid; and further, 
Tenant agrees to indemnify, defend and hold Landlord harmless from 
all such claims resulting from or alleged to result from, such 
activity by Landlord. Tenant shall pay to Landlord, upon demand, any 
and all expenses incurred in such removal and all storage charges 
against such property so long as the same shall be in Landlord's 
possession or under Landlord's control. Any such property of Tenant 
not removed from the Premises or retaken from storage by Tenant 
within thirty (30) days after the end of the term, however 
terminated, shall be conclusively deemed to have been forever 
abandoned by Tenant.

F. The non-prevailing party shall pay all costs, charges and 
expenses, including the fees of counsel, agents and others incurred 
by the prevailing party in enforcing its obligations hereunder. 
Tenant shall pay all such costs, charges and expenses incurred by 
Landlord in any litigation, negotiation or transaction in which 
Tenant causes Landlord, without Landlord's fault, to become involved 
or concerned.

G. If Tenant violates any of the terms and provisions of this Lease, 
or defaults in any of its obligations hereunder, other than the 
payment of rent or other sums payable hereunder, such violations may 
be restrained or such obligation enforced by injunction.

19. Eminent Domain. If the Building, or any portion thereof, which 
includes a substantial part of the Premises, shall be taken or 
condemned by any competent authority for any public use or purpose, 
the term of this Lease shall end upon, and not before, the date when 
the possession of the part so taken shall be required for such use 
or purpose, and without apportionment of the award. Current rent 
shall be apportioned as of the date of such termination. If any 
condemnation proceeding shall be instituted in which it is sought to 
take or damage any part of the Building, or the Real Estate, or if 
the grade of any street or alley adjacent to the Building is changed 
by any competent authority and such change of grade makes it 
necessary or desirable to remodel the Building to conform to the 
changed grade, Landlord shall have the right to cancel this Lease 
upon not less than ninety (90) days notice prior to the date of 
cancellation designated in the notice. No money or other 
consideration shall be payable by Landlord to Tenant for the right 
of cancellation, and the Tenant shall have no right to share in the 
condemnation award or in any judgment for damages caused by the 
change of grade.

20. Subordination or Superiority of this Lease. The rights and 
interest of Tenant under this Lease shall be subject and subordinate 
to any mortgage or trust deed that may hereafter be placed upon the 
Building or Real Estate or Property and to any and all advances to 
be made thereunder, and to the interest thereon, and to all 
renewals, replacements and extensions thereof. Any mortgagee or 
trustee may elect to give the rights and interest of Tenant under 
this Lease priority over the lien of its mortgage or trust deed. In 
the event of such election, and upon notification by such mortgagee 
or trustee to Tenant to that effect, the rights and interest of 
Tenant under this Lease shall be deemed to have priority over the 
lien of said mortgage or trust deed, whether this Lease is dated 
prior to or subsequent to the date of said mortgage or trust deed. 
Tenant shall promptly execute and deliver whatever instruments may 
be required for such purposes, and in the event Tenant fails so to 
do within ten (10) days after demand in writing, Tenant does hereby 
make, constitute and irrevocably appoint Landlord as its attorney in 
fact and in its name, place and stead so to do.

21. Sprinklers. If there now is or shall be installed in the 
Building a "sprinkler system" and such system or any of its 
appliances shall be damaged or injured or not in proper working 
order by reason of any act or omission of Tenant, Tenant's agents, 
servants, employees, licensees or visitors, Tenant shall forthwith 
restore the same to good working condition at its own expense, or if 
the Board of Fire Underwriters or Fire Insurance Exchange or any 
bureau, department or official of the state or city governments, 
requires or recommends that any changes, modifications, alterations 
or additional sprinkler heads or other equipment be made or supplied 
by reason of Tenant's business or the location of partitions, trade 
fixtures or other contents of the Premises, or for any other reason, 
or if any such changes, modifications, alterations, additional 
sprinkler heads or other equipment, become necessary to prevent the 
imposition of a penalty or charge against the full allowance for a 
sprinkler system in the fire insurance rate as fixed by said 
Exchange, or by any fire insurance company, Tenant shall, at 
Tenant's expense, promptly make and supply such changes, 
modifications, alterations, additional sprinkler heads or other 
equipment.

22. Prior Occupancy and Holding Over by Tenant. In the event Tenant 
is permitted to occupy the Premises prior to commencement of the 
Term, then all the provisions of this Lease shall be in full force 
and effect commencing at such occupancy; such occupancy shall be on 
the basis of a month-to-month tenancy, and rent for such period 
shall be paid at the monthly rate set forth in Section 3. Tenant 
shall pay to the Landlord for each day Tenant retains possession of 
the Premises or any part thereof after termination hereof, by lapse 
of time or otherwise, double the amount of the daily rent then 
required by the terms hereof for the last monthly period prior to 
the date of such termination and also pay all damages sustained by 
Landlord by reason of such retention, or, if Landlord gives notice 
in writing to Tenant of Landlord's election thereof (and not 
otherwise), such holding over shall constitute renewal of this Lease 
for one year, but acceptance by Landlord of rent after such 
termination shall not constitute a renewal nor waive Landlord's 
right of re-entry or any other right.

23. Notice. In every instance where it shall be necessary or 
desirable for Tenant to serve any notice or demand upon Landlord, 
such notice or demand shall be sent by United States Registered or 
Certified Mail, postage prepaid, addressed to Landlord in care of 
the managing agent of the Building at the Office of the Building. 
Any notice or demand to be given by Landlord to Tenant shall be 
effective if given either by the Landlord or by the Rental Agent on 
behalf of the Landlord when mailed or delivered to the Premises, 
with a copy sent by United States Registered or Certified Mail, 
postage prepaid, addressed to Mr. David P. Downs at Ryan, Beck & 
Co., 80 Main Street, West Orange, New Jersey 07052-5414, or to such 
other address as may appear on the records of Landlord. Notice 
mailed as aforesaid shall be deemed to have been served at the time 
the same is posted.

24. Successors and Assigns. Each provision hereof shall extend to 
and shall, as the case may require, bind and inure to the benefit of 
Landlord and Tenant and their respective heirs, legal 
representatives, successors and assigns, provided that this Lease 
shall not inure to the benefit of any heir, legal representative, 
transferee or successor of Tenant except upon the prior written 
consent or election of Landlord, as provided in Section 16.

The term "Landlord" as used in this Lease means only the owner or 
the mortgagee in possession for the time being of the Real Estate 
and the Building (or the owner of a lease of the Building or of the 
Real Estate and the Building) of which the Premises form a part, so 
that in the event of any sale or sales of the Real Estate and the 
Building or of said lease, or in the event of a lease of the 
Building, or the Real Estate and the Building, Landlord shall be and 
hereby is entirely free and relieved of all covenants and 
obligations of Landlord hereunder, and it shall be deemed and 
construed without further agreement between or among any of the 
parties hereto, their successors and assigns, or any purchaser or 
lessee of the Building, or of the Building and Real Estate, that the 
said purchaser or said lessee, as the case may be, has assumed and 
agreed to carry out any and all covenants and obligations of 
Landlord hereunder.

25.  Insurance.

A. Waiver of Subrogation. Landlord and Tenant each hereby waive any 
and every claim for recovery from the other for any and all loss of 
or damage to the Building or Premises or to the contents thereof, 
which loss or damage is covered by valid and collectible physical 
damage insurance policies, to the extent that such loss or damage is 
recoverable under said insurance policies. Inasmuch as this mutual 
waiver will preclude the assignment of any such claim by subrogation 
(or otherwise) to an insurance company (or any other person), 
Landlord and Tenant each agree to give to each insurance company 
which has issued, or in the future may issue, to it policies of 
physical damage insurance, written notice of the terms of this 
mutual waiver and to have said insurance policies properly endorsed, 
if necessary, to prevent the invalidation of said insurance coverage 
by reason of said waiver.

B. Coverage. Tenant shall purchase and maintain insurance during the 
entire Term for the benefit of Tenant and Landlord (as their 
interest may appear) with terms, coverage and in companies 
reasonably satisfactory to Landlord, and with such reasonable 
increases in limits as Landlord may from time to time request, but 
initially Tenant shall maintain the following coverages in the 
following amounts:

(i) Comprehensive General Liability Insurance covering the Tenant 
and Landlord, Landlord's beneficiary and Landlord's Management Agent 
for claims of bodily injury, personal injury and property damage 
arising out of Tenant's operations, assumed liabilities or use of 
the Premises for limits of liability not less than:

Bodily Injury Liability	$3,000,000 each occurrence
		$3,000,000 annual 
aggregate
Personal Injury Liability	$3,000,000 annual aggregate
		0% Insured's participation
Property Damage Liability	$2,000,000 each occurrence
		$2,000,000 annual 
aggregate

(ii) Physical Damage Insurance covering all additions, improvements 
and alterations to the Premises and all office furniture, trade 
fixtures, office equipment, merchandise and all other items of 
Tenant's property on the Premises. Such insurance shall be written 
on an "all risks" of physical loss or damage basis, for the full 
replacement cost value of the covered items and in amounts that meet 
any coinsurance clauses of the policies of insurance.

Tenant shall, prior to the commencement of the Term, furnish to 
Landlord certificates evidencing such coverage, which certificates 
shall state that such insurance coverage may not be changed or 
cancelled without at least ten (10) days' prior written notice to 
Landlord and Tenant and shall name Landlord and Landlord's 
Management Agent as additional insureds.

C. Avoid Action Increasing Rates. Tenant shall comply with all 
applicable laws and ordinances, all orders and decrees of court and 
all requirements of other governmental authorities, and shall not, 
directly or indirectly, make any use of the Premises which may 
thereby be prohibited or be dangerous to person or property, which 
may jeopardize any insurance coverage or may increase the cost of 
insurance or require additional insurance coverage. If by reason of 
the failure of Tenant to comply with the provisions of this 
subparagraph 25. C., any insurance coverage is jeopardized or 
insurance premiums are increased, Landlord shall have the option 
either to terminate this Lease or to require Tenant to make 
immediate payment of the increased insurance premium. 

26.  Miscellaneous.

A. Wherever there is provided in this Lease a time limitation for 
performance by the Landlord of any construction, repair, 
maintenance or service, the time provided for shall be extended for 
as long as and to the extent that delay in compliance with such 
limitation is due to an act of God, strikes, governmental control 
or other factors beyond the reasonable control of the Landlord.

B. If any provision of this Lease or application to any party or 
circumstances shall be determined by any court of competent 
jurisdiction to be invalid and unenforceable to any extent, the 
remainder of this Lease or the application of such provisions to 
such person or circumstances, other than those as to which it is so 
determined invalid or unenforceable to any extent, shall not be 
affected thereby, and each provision hereof shall be valid and 
shall be enforced to the fullest extent permitted by law.

C. The headings of sections are for convenience only and do not 
define, limit or construe the contents of such sections or 
subsections. References made in this Lease to numbered sections and 
subsections shall refer to numbered sections or subsections of this 
Lease unless otherwise indicated.

D.  This Lease is to be executed in counterpart, each of which 
executed counterpart shall constitute an original.

E. Each of the parties agrees, at the request of the other to 
execute such instruments or documents as any party may reasonably 
request, acknowledging: the "Substantial Completion Date", the date 
of commencement of rentals; the commencement and expiration dates 
of this Lease; the Expenses and Taxes for any calendar year; the 
Rent Adjustment for any calendar year; the Rent Adjustment Deposit; 
the number of rentable square feet demised to the Tenant; the 
Annual Base Rent; the Monthly Base Rent; and the compliance or 
non-compliance by any party with any of the terms or provisions of 
this Lease; and to evidence such other or further matters as may be 
so reasonably requested.

F. Tenant represents that it has not dealt with any real estate 
broker in connection with this Lease other than Miglin-Beitler 
Management Corporation, and, to its knowledge, no other broker 
initiated or participated in the negotiation of this Lease, 
submitted or showed the Premises to Tenant or is entitled to any 
commission in connection with this Lease. Tenant hereby agrees to 
indemnify, defend, and hold Landlord harmless from and against any 
and all claims of any other real estate broker alleging that Tenant 
has retained such broker.

G. No receipt of money by Landlord from Tenant after the 
termination of this Lease, the service of any notice, the 
commencement of any suit or final judgment for possession shall 
reinstate, continue or extend the term of this Lease or affect any 
such notice, demand, suit or judgment.

H. No waiver of default of Tenant shall be implied, and no express 
waiver shall affect any default other than the default specified in 
such waiver and that only for the time and to the extent therein 
stated. The invalidity or unenforceability of any provision of this 
Lease shall not affect or impair any other provision.

1. Clauses, plats and riders, if any, signed by Landlord and Tenant 
and endorsed on or affixed to this Lease are part hereof and in the 
event of variation or discrepancy, the duplicate original hereof, 
including such clauses, plats and riders, if any, held by Landlord 
shall control.

1. Submission of this instrument for examination or signature by 
Tenant does not constitute a reservation of or option for lease, 
and it is not effective as a lease or otherwise until execution and 
delivery by both Landlord and Tenant.

K. This Lease and Exhibits form an integral part hereof and set 
forth all the covenants, promises, agreements, conditions or 
understandings between the parties hereto concerning the Premises 
and the subject matter of this Lease. There are no covenants, 
promises, agreements, conditions or understandings, either oral or 
written, between the parties hereto other than as herein set forth 
and, in particular, no representations or warranties of the 
Landlord not expressed herein are to be implied. Except as herein 
otherwise provided, no alterations, amendment or change of, or 
addition to this Lease shall be binding upon the parties hereto 
unless in writing and signed by Landlord and Tenant.

27.  Cancellation Options.

A. In the event Landlord is unable to deliver possession of the 
Premises to Tenant on or before June 1, 1997, Tenant shall have the 
right to terminate this Lease by giving written notice thereof to 
Landlord prior to any such delivery of possession.

B. Provided that the existing tenant of the Building that has an 
existing expansion option with respect to the Premises has 
exercised such expansion option, Landlord shall have the right to 
terminate this Lease effective as of July 31, 1998 by notifying 
Tenant of its election in a written notice given to Tenant not 
later than September 1, 1997.

28. Exoneration Clause. This Lease is executed by COLE TAYLOR BANK, 
not personally, but as Trustee as aforesaid, in the exercise of the 
power and authority conferred upon and vested in it as Trustee, and 
under the express direction of the beneficiaries of the said Trust.

It is expressly understood and agreed that nothing herein shall be 
construed as creating any liability whatsoever against said Trustee 
personally; and in particular, without limiting the generality of 
the foregoing, there shall be no personal liability to pay any 
indebtedness accruing hereunder or to perform any covenant, either 
express or implied, herein contained, or to keep, preserve, or 
sequester any property of said Trust, and that all personal 
liability of said Trustee of every sort, if any, is hereby 
expressly waived by said Tenant, and by every person now or 
hereafter claiming any right or security hereunder; and that so far 
as the said Trustee is concerned, the owner of any indebtedness or 
liability accruing hereunder, shall look solely to the assets of 
said Trust and the proceeds thereof for the payment thereof.

It is further understood and agreed that the said Trustee merely 
hold naked title to the Property herein described and has no 
control over, and under this Lease and assumes no responsibility 
for:

A.  Management or control of such Property.
B.  The upkeep, inspection, maintenance or repair of such Property.
C.  The collection of rents or the rental of such Property.
D.  The conduct of any business which is carried on upon such 
Property.

IN WITNESS WHEREOF, this instrument has been duly executed by the 
parties hereto, as of the date first above written.

LANDLORD:

COLE TAYLOR BANK, not individually or personally, but solely and 
only as Trustee as aforesaid by:

TENANT: /s/ Kenneth E. Piekut, Vice President

RYAN BECK & CO., a New Jersey corporation:  /s/ Leonard J. Stanley, 
Senior Vice President and Chief Financial Officer




TENANT'S ACKNOWLEDGEMENT

STATE OF NEW JERSEY

COUNTY OF ESSEX 	SS:

I, the undersigned, a Notary Public in and for said County, in the 
State aforesaid, DO HEREBY CERTIFY THAT Leonard J. Stanley, 
personally known to me to be the SVP/CFO/CAO	 of Ryan, Beck & Co., 
and personally known to me to be the same person whom name is 
subscribed to the foregoing instrument, appeared before me this day 
in person and acknowledged that as such in his capacity as CFO & 
CAO he signed and delivered said instrument as his free and 
voluntary act and as the free and voluntary act and deed of said 
corporation, for the uses and purposes therein set forth.

GIVEN under my hand and Notarial seal this 5th day of May, 1997

/s/ Nora Castillo
Notary Public



LANDLORD'S ACKNOWLEDGEMENT


STATE OF ILLINOIS
	SS:
COUNTY OF C O O K

I, the undersigned, a Notary Public in and for said County, in the 
State aforesaid, DO HEREBY CERTIFY THAT Kenneth E. Piekut of the 
Cole Taylor Bank, Landlord, personally known to me to be the same 
persons whose names are subscribed to the foregoing instrument as 
such Vice President, appeared before me this day in person and 
acknowledged that he signed and delivered said instrument as his 
free and voluntary act and as the free and voluntary act and deed 
of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and Notarial seal this 9th day of May, 1997

/s/ MARITZA CASTILLO
NOTARY PUBLIC STATE OF ILLINOIS


EXHIBIT A
MADISON PLAZA
PLAN OF PREMISES

EXHIBIT B

MADISON PLAZA

RULES AND REGULATIONS

1. Removal Permit. Tenant shall list all furniture, equipment and 
similar articles Tenant desires to remove from the Premises or the 
Building and deliver a copy to Landlord and procure a removal 
permit from the Office of the Building authorizing Building 
employees to permit such articles to be removed.

2. Doors to be Locked. Before leaving the Premises unattended, 
Tenant shall close and securely lock all doors and transoms and 
shut off all utilities in the Premises. Any damage resulting from 
failure to do so shall be paid by Tenant.

3. Signs. Tenant shall not paint, display, inscribe or affix any 
sign, trademark, picture, advertising, notice, lettering or 
direction on any part of the outside or inside of the Building or 
on the Premises, except on the public hallway doors of the 
Premises, and then only such name or names or matter and of such 
color, size, style, character and material as shall be first 
approved by Landlord, in writing. Landlord reserves the right to 
remove any other matter, without notice to Tenant and at the cost 
and expense of Tenant.

4. Sound Devices. Tenant shall not place any radio or television 
antenna on the roof or on or in any part of the inside or outside 
of the Building other than the inside of the Premises, or operate 
or permit to be operated any musical or sound producing instrument 
or device inside or outside the Premises which may be heard outside 
the Premises, or operate any electrical device from which may 
emanate electrical waves which my interfere with or impair radio or 
television broadcasting or reception from or in the Building or 
elsewhere.

5. Nuisances. Tenant shall not bring or permit to be in the 
Building any bicycle or other vehicle, or dog (except in the 
company of a blind person) or other animal or bird; make or permit 
any notice, vibration or odor to emanate from the Premises; or do 
anything therein tending to create, or maintain, a nuisance; or 
disturb, solicit or canvass any occupant of the Building, or do any 
act tending to injure the reputation of the Building.

6. Cleanliness and Obstruction of Public Areas. Tenant shall not 
place anything or allow anything to be placed near the glass of any 
door, partition or window which may be unsightly from outside the 
Premises; or take or permit to be taken in or out of other 
entrances of the Building, or take or permit on other elevators, 
any item normally taken in or out through the trucking concourse or 
service doors or in or on freight elevators; or, whether 
temporarily, accidentally, or otherwise, allow anything to remain 
in place or store anything in, or obstruct in any way, any 
passageway, exit, stairway, elevator, shipping platform or truck 
concourse.

Tenant shall lend its full cooperation to keep such areas free from 
all obstruction and in a clean and sightly condition and move all 
supplies, furniture and equipment as soon as received directly -to 
the Premises and move all such items and waste, other than waste 
customarily removed by employees of the Building, being taken from 
the Premises, directly to the shipping platform at or about the 
time arranged for removal therefrom.

7. Additional Locks. Tenant shall not attach or permit to be 
attached additional locks or similar devices to any door, transom 
or window, or change existing locks or the mechanism thereof; or 
make or permit to be made any keys for any door other than those 
provided by Landlord. (If more than two keys for one lock are 
desired, Landlord will provide them upon payment therefor by 
Tenant.)

8.  Overload Any Floor. Tenant shall not overload any- floors.

9. Defacing Premises. Tenant shall not do any painting or 
decorating in the Premises; or mark, paint, cut or drill into, 
drive nails or screws into, or in any way deface any part of the 
Premises or the Building, outside or inside, without the prior 
written consent of Landlord. (If Tenant desires signal, 
communication, alarm or other utility or service connections 
installed or changed, the same shall be made by and at the expense 
of Tenant, with the approval and under direction of Landlord.)

10. Special Freight Elevator Service for Tenant. Upon written 
application by Tenant, and approval thereof by Landlord, Landlord 
shall furnish freight elevator service for Tenant at times other 
than those times provided for in the Lease at rates for such usage 
from time to time maintained in effect by Landlord.


EXHIBIT 10.11

EMPLOYMENT AGREEMENT

This AGREEMENT, made as of April 7, 1997, by and between RYAN, BECK 
& CO., INC., a corporation organized under the laws of the State of 
New Jersey, with its principal office at 80 Main Street, West 
Orange, New Jersey  07052 (the "Company") and JAY SUSKIND (the 
"Executive").

W I T N E S S E T H:

WHEREAS, the Company wishes to employ the Executive as Senior Vice 
President in charge of Equity Trading; and

WHEREAS, the Executive wishes to be employed by the Company in such  
capacity;

NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein set forth, the parties agree as follows:

1.	Employment and Duties.

(a)	The Company shall employ the Executive, during the term of 
this Agreement and subject to the terms and conditions contained 
herein, as  Senior Vice President in charge of Equity Trading. The 
Executive shall perform such duties and services and in such manner 
as are customarily performed by persons in such position in the 
securities brokerage business.  In addition, the Executive shall 
perform such duties and services as may from time to time be 
determined and assigned to the Executive by the President or the 
Board of Directors of the Company.

(b)	The Executive shall devote sufficient time, attention, and 
energies to properly perform his duties and services under this 
Agreement (allowing for reasonable vacation periods as established 
by the personnel policies of the Board of Directors) and shall not 
during the term of this Agreement be engaged in any other business 
activity which will impair his ability to properly perform his 
duties and services hereunder.  

(c)	The Executive agrees that he will not, without the prior 
approval of the Board of Directors, undertake any activity or 
position of responsibility (i) which conflicts with or competes 
with the business of the Company; or (ii) whether or not it is 
related to the business of the Company, which will materially 
inhibit the performance of his duties hereunder.


2.	Term.

The Executive's employment under this Agreement shall be for a 
period of one (1) year, commencing as of date hereof.

3.	Compensation.

(a) 	During the term of this Agreement, subject to the provisions 
herein regarding resignation, termination, death and disability, 
the Executive shall be entitled to receive a salary in connection 
with his services hereunder in the amount of $120,000 per annum 
(including a bonus or bonuses if declared by the Board of Directors 
in its discretion).  Such salary shall be payable in such manner 
and at such times as are consistent with the payroll practices of 
the Company.

(b)	The Company shall also cause the Executive to receive, in 
addition to his salary, all other employee benefits offered to 
employees of the Company of similar seniority, plus reimbursement 
for ordinary and necessary expenses incurred while acting on behalf 
of the Company.

4.	Disability of the Executive.

If the Executive is unable to perform his regular duties and 
services by reason of incapacity or illness for a period of sixty 
(60) days during any twelve month period; this Agreement shall 
terminate automatically; provided, however, the Company reserves 
the right to otherwise terminate this Agreement in the event that 
the Executive has multiple periods of disability which, in the 
aggregate, total sixty (60) days.  In the event of termination of 
this Agreement pursuant to this Section 4, all rights of the 
Executive under this Agreement shall terminate as of the effective 
date of termination, other than the right to receive any salary 
earned but unpaid as of such date.

5.	Termination and Severance Pay.

This Agreement may be terminated during its term as follows:

(a)	Involuntary Termination Without Cause.

(i)	The Company may terminate this Agreement without cause upon 
thirty (30) days' written notice to the Executive.

(ii)	In such  event, the Company shall pay severance pay to the 
Executive in an amount equal to the amount of salary which would 
otherwise be payable to Executive under this Agreement.  The 
severance pay shall be paid in a lump sum, within thirty (30) days 
after the effective date of termination.

(iii)	The notice period set forth in Section 5(a)(1) hereof is 
intended solely as a convenience in order to provide for an orderly 
transition and, at the Company's sole option, may be waived by the 
Company; provided, however, that in the event of such waiver by the 
Company, the Company shall pay to Executive an amount equal to 
thirty (30) days compensation.

(b)	Involuntary termination with Cause. 

 In the event that the Executive engages in conduct which, in the 
sole determination of the Company, is contrary to the best 
interests of the Company including, but not limited to the 
commission of a felony or perpetration of a common law fraud, the 
Company may terminate this Agreement for cause by giving written 
notice to the Executive stating that it is the Company's intention 
to terminate the Agreement effective immediately, and the Agreement 
shall so terminate.  All rights of Executive under this Agreement 
shall terminate as of the effective date of such termination, other 
than the right to receive any salary earned but unpaid as of such 
date.

(c)	Notice of Resignation.  

Notwithstanding anything contained herein to the contrary, the 
right of the Executive to receive any payment or benefit under 
Sections 5(a)(ii) and (iii) shall be conditioned upon the execution 
by the Executive of (i) a notice of resignation from any 
position(s) he holds with the Company and (ii)  a confidentiality 
agreement and a mutual release with the Company (concerning its 
subsidiaries and affiliates, and its present and former officers, 
directors, and employees), in substantially the form attached 
hereto as Attachment A, with blanks appropriately completed.

6.	Notice.

Any notice to be given by either party under this Agreement shall 
be in writing, mailed by certified mail with return receipt 
requested, and addressed to the other party at the address stated 
herein or such other address as may subsequently have been 
furnished by such other party in writing.  Any such notice shall be 
deemed to have been given on the date of mailing.  Notices to the 
Company shall be sent to its National Headquarters/Northeast at:

80 Main Street
West Orange, New Jersey 07052;

and notices to the Executive shall be sent to him at:

116 Castlepointe Blvd.
Piscataway, New Jersey  08854

7.	Governing Law.

This Agreement has been executed and delivered in the State of New 
Jersey and shall in all respects be governed by and construed and 
enforced in accordance with the laws of New Jersey, including all 
matters of construction, validity, and performance.

8.	Entire Agreement.

This Agreement constitutes the entire agreement of the parties with 
respect to the Executive's employment and his compensation 
therefor; provided, however, that this Agreement shall not limit or 
in any way affect the rights, duties, or obligations that the 
Executive may have under any benefit plan of the Company, 
including, but not limited to, any pension plan, profit-sharing 
plan, or medical or health plan, except as may specifically be set 
forth herein.

9.	Acknowledgment.

Executive acknowledges that he has read the terms of this 
Agreement, that he has been offered the opportunity by the Company 
to discuss it with an attorney of his choice, and that he 
understands its terms and effects.  Neither the Company, nor its 
respective agents, representatives or attorneys have made any 
representations to the Executive concerning the terms or effects of 
this Agreement other than those contained herein.

10.	Modifications, etc.

No modification, amendment, or waiver of any of the provisions of 
this Agreement shall be effective unless in writing specifically 
referring to this Agreement and signed by both parties.

11.	Enforcement of Agreement.

The failure of either party at any time to enforce any of the 
provisions of this Agreement or to require performance by the other 
party of any of the provisions hereof shall not operate as or be 
construed as a waiver of such provisions or to affect either the 
validity of this Agreement, or any part hereof, or the right of 
either party thereafter to enforce each and every provision in 
accordance with the terms of this Agreement.

12.	Severability.

The invalidity or unenforceability of any particular provision of 
this Agreement shall not affect the other provisions hereof, and 
this Agreement shall be construed in all respects and to the 
fullest extent permitted by law as if such invalid or unenforceable 
provision were omitted.

13.	Binding Agreement; Assignment.

This Agreement shall be binding upon and shall inure to the benefit 
of the Company and any legal successor to the Company shall be 
deemed to be substituted for the Company under the provisions 
hereof.

This Agreement shall also be binding upon and shall inure to the 
benefit of the Executive, his heirs, executors and legal 
representatives.  This Agreement may not be assigned by the 
Executive.  The Company shall have the right to assign this 
Agreement and all of its rights hereunder to any subsidiary, 
successor or affiliate.

14.	Arbitration.

Any claims, controversies, demands, disputes or differences between 
or among the parties hereto or any persons bound hereby arising out 
of, or by virtue of, or in connection with, or otherwise relating 
to this Agreement shall be submitted to and settled by arbitration 
conducted in Newark, New Jersey before one or three arbitrators, 
each of whom shall be knowledgeable in the fields of employment law 
and investment banking.  Such arbitration shall otherwise be 
conducted in accordance with the rules then obtaining of the 
American Arbitration Association.  The parties hereto agree to 
share equally the responsibility for all fees of the arbitrators, 
abide by any decision rendered as final and binding, and waive the 
right to appeal the decision or otherwise submit the dispute to a 
court of law for a jury or non-jury trial.  The parties hereto 
specifically agree that neither party may appeal or subject the 
award or decision of any such arbitrator(s) to appeal or review in 
any court of law or in equity or by any other tribunal, arbitration 
system or otherwise.  Judgement upon any award granted by such an 
arbitrator(s) may be enforced in any court having jurisdiction 
thereof.	     


IN WITNESS WHEREOF, the parties have executed this Agreement on the 
day and date first above written.


ATTEST:						RYAN, BECK & CO., INC.
/s/ Lisa A. Willey					By: /s/ Ben A. Plotkin 
							BEN A. PLOTKIN, President

WITNESS: 						/s/ Jay Suskind
/s/ Lisa A. Willey					JAY SUSKIND




ATTACHMENT A












Ryan, Beck & Co., Inc.
80 Main Street
West Orange, NJ 07052

Re:	Termination of Employment

Gentlemen:

Pursuant to the provisions of Section 5 of that certain employment 
agreement (the "Agreement"), dated April 7, 1997, by and between 
myself and Ryan, Beck & Co., Inc. (the "Company"), my employment 
with the Company has been terminated as of _______.  This letter is 
the Notice of Resignation, Confidentiality Agreement and Mutual 
Release (the "Release Agreement") described in Section 5(c) of the 
Agreement.

In consideration of (i) the compensation payable to me pursuant to 
Section 5 of the Agreement; (ii) other good and valid consideration 
to which I would not otherwise be entitled ("Additional 
Consideration"),  the receipt and sufficiency of which is hereby 
acknowledged; and (iii) the mutual covenants and premises contained 
herein and intending to be legally bound hereby, I hereby:

1.	Resign from all positions with the Company and its 
subsidiaries (including, without limitation, as Senior Vice 
President in Charge of Equity Trading and otherwise as an officer, 
employee, representative or agent) effective immediately.

2.	Release the Company from any and all obligations under the 
Agreement, other than post-employment obligations, if any.

3.	Release the Company (including its subsidiaries and affiliates 
and its present and former officers, directors, employees and 
agents), from all claims and rights which I may have against the 
Company, including those of which I am not aware, except for claims 
and rights arising  from (i) the Company's  obligations under the 
terms of this letter, (ii) post-employment obligations, if any, 
arising under the Agreement or (iii) obligations regarding the 
benefit plans of the Company as to which I am a beneficiary.  This 
applies to claims, known or unknown, from the beginning of the 
world to the date of this Release Agreement, including without 
limitation claims under the Age Discrimination in Employment Act 
(the "ADEA") and the Law Against Discrimination (New Jersey) 
("LAD").  To the extent this release also covers all past and 
present officers, directors, employees and agents of the Company, 
it does so except for matters completely unrelated to the business 
and operation of the Company.  This release will bind anyone who 
succeeds to my rights including, but not limited to, my heirs and 
beneficiaries.

4.	Acknowledge that I was advised in writing to consult with an 
attorney before signing this Release Agreement, and that the 
Company advised me that I had twenty-one (21) calendar days within 
which to consider this Release Agreement before signing it.

5.	Acknowledge that I understand that I have seven (7) calendar 
days after executing this Release Agreement within which to revoke 
the waiver and release of ADEA and LAD claims only.  The waiver and 
release of all other claims is effective immediately upon the 
execution of this Agreement; provided, however, that payment of 
severance, if any, shall not be made until such date and provided, 
further that in the event of a revocation as provided below, I 
shall not be entitled to receive the Additional Consideration.

6.	Acknowledge that I have had the opportunity to investigate any 
potential claims against the Company and that I am waiving any such 
claims.

7.	Acknowledge that I fully understand the terms of this 
Agreement; that I am entering into it voluntarily without any 
coercion on the part of any person; and that I was given adequate 
time to consider all implications and to freely and fully consult 
with and seek the advice of whomever I deemed appropriate.

8.	Agree that for a period of two years from the date of  
termination I will not (i) solicit or cause to be solicited the 
employment of or employ, directly or indirectly, any person who is 
now employed by the Company, (ii) at any time influence any 
employee of the Company to give less than his/her undivided loyalty 
to the Company or (iii) solicit or cause to be solicited any 
current client of the Company.

9.	Agree that I will not disclose any information about the 
business or operation of the Company to any competitor, customer of 
the Company, the public at large or any other third person and I 
further agree that I will not speak badly of the Company or its 
officers, directors, or employees.

10.	Acknowledge that the provisions and restrictions set forth in 
Paragraphs 7 and 8 hereof are reasonable and necessary for the 
protection of the legitimate interests of the Company; that in the 
event of a material breach or threatened breach of any of these 
provisions or restrictions, the Company may have no adequate remedy 
at law, and could result in irreparable harm to the Company; and 
the Company shall be entitled, in addition to other remedies which 
may be available to it, to institute and maintain proceeding at law 
and/or in equity, to recover damages and/or to obtain specific 
performance or an injunction.

11.	Acknowledge that each provision hereof, including without 
limitation the periods of time and types and scopes of restrictions 
on the activities of such person specified herein are and are 
intended to be divisible, and if any portion hereof (including any 
sentence, clause or part) shall be held contrary to law or invalid 
or unenforceable in any respect in any jurisdiction, or as to one 
or more periods of time, areas or business activities or any part 
thereto, the remaining provisions shall not be affected but shall 
remain in full force and effect as to the other remaining parts, 
and any such invalid or unenforceable provision shall be deemed, 
without further action on the part of any person, modified, amended 
and limited to the extent necessary to render the same valid and 
enforceable in such jurisdiction.



Very truly yours,




AGREED AND ACCEPTED:
Ryan, Beck & Co., Inc. and Subsidiaries




Dated:					

EXHIBIT 10.12

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to the Amended and Restated Employment Agreement 
dated as of the 26th day of December 1995 (the "Employment 
Agreement"), by and between Ryan, Beck & Co., 1nc. (the "Company") 
and Ben A. Plotkin (the "Executive") is hereby made as of this 18th 
day of March, 1997.

WHEREAS, the parties hereto desire to amend the Employment 
Agreement upon the following terms and conditions:

NOW, THEREFORE, the parties hereto, intending to be legally bound 
hereby and in consideration of the mutual covenants herein 
contained, the Employment Agreement is hereby amended as follows:

1. The paragraph reading "WHEREAS, the Executive is currently 
serving as an Executive Vice President of the Company" shall be 
deleted in its entirety and in lieu thereof the following paragraph 
shall be substituted "WHEREAS, the Executive has been appointed 
President of the Company and Chairman of the Senior Management 
-Committee."

2.  Paragraph 1(a) shall be deleted in its entirety and in lieu 
thereof the following shall be substituted:

(a) The Company shall employ the Executive, during the term of this 
Agreement and, subject to the terms and conditions contained 
herein, in the position of President and Chairman of the Senior 
Management Committee. During the term hereof. the Company shall 
take such action as is necessary to nominate Executive to stand for 
election as a director of the Company.

3. A new paragraph I (b) shall be inserted as follows and existing 
paragraphs I (b)-(d) shall be relettered accordingly:

(b) As Chairman of the Senior Management Committee, the Executive 
shall serve as the Chief Executive Officer of the Company with full 
authorization to speak in the name and on behalf of the Company and 
to enter into and execute documents on behalf of the Company as 
Chief Executive Officer. The Executive, as President of the 
Company, is authorized to delegate certain policy making functions 
to members of the Senior Management Committee.

4. 	Any capitalized terms not otherwise defined herein shall have 
the same meaning as is ascribed to such term in the Employment 
Agreement.

5. Except as otherwise provided herein, all the terms and 
conditions of the Employment Agreement shall remain in full force 
and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of 
the day and year first written above.



ATTEST:	RYAN, BECK & CO., INC.


By:	Name: Fenwick H. Garvey
	Title: Chairman of the Board

[Corporate Seal]


WITNESS:                            EXECUTIVE

/s/ Mildred Santillo	By: /s/ Ben A. Plotkin
	Ben A. Plotkin

EXHIBIT 10.14

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AGREEMENT, made as of the 3rd day of June 1997, shall 
constitute an amendment and restatement of that certain amended and 
restated employment agreement (the "Original Agreement"), dated 
September 26, 1994, as amended on December 14, 1995, by and between 
RYAN, BECK & CO., INC., a corporation organized under the laws of 
the State of New Jersey, with its principal office at 80 Main 
Street, West Orange, New Jersey  07052 (hereinafter the "Company"), 
and FENWICK H. GARVEY, whose address is 80 Tulip Road, Llewellyn 
Park, West Orange, New Jersey  07052 (hereinafter the "Executive").

W I T N E S S E T H:

WHEREAS, pursuant to the Original Agreement, Executive currently 
serves as the Chairman of the Board of Directors of the Company 
(the "Board"); and

WHEREAS, it is the desire of the Executive and the Company to amend 
the terms and provisions of the Original Agreement as hereinafter 
provided.

NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein set forth, the parties agree as follows:

1.	Employment and Duties.

(a)	The Company has received a letter of resignation dated May 14, 
1997, a copy of which is attached hereto as Exhibit A, from 
Executive resigning from the positions of Chairman of the Board of 
the Company and all committees thereof and Director of the Company, 
which resignation the Board may accept "as appropriate."  Pursuant 
to such letter of resignation, the Board has accepted Executive's 
resignation as Chairman of the Board and Chairman of all committees 
thereof and will accept Executive's resignation as a Director of 
the Company on the date on which one or more additional outside 
directors of the Company is or are appointed by the Board and such 
director or directors accepts such appointment.  During the term of 
this Agreement and subject to the terms and conditions contained 
herein, the Company shall continue to employ Executive as Senior 
Advisor to the Board.  

(b)	If and when reasonably requested by the Chairman of the Board, 
any committee of the Board or the Board, Executive shall provide 
consulting services based on Executive's current knowledge and 
experience to the Chairman of the Board, such committee of the 
Board or the Board, as the case may be, of such character and in 
such manner as are usually and customarily performed by persons in 
such positions in the securities, investment banking and bank 
consulting businesses.  The Executive's duties and services shall 
be performed under the general supervision of the Board in 
accordance with Company's policies, as established by the Board.


(c)	The Executive shall devote sufficient time, attention and 
energies to properly perform his duties and services under this 
Agreement and shall not be required to be physically present at the 
Company's offices on any predetermined schedule or for any required 
minimum number of hours per week or month and shall not during the 
Term be engaged in any other business activity which will impair 
his ability to properly perform his duties and services hereunder.

(d)	The Executive agrees that he will not, without the prior 
written approval of the Board, undertake any employment with any 
other firm, corporation or entity, that competes with the business 
of the Company, during the Term.  It is agreed that the foregoing 
shall not restrict Executive's ability to act as an employee of any 
entity for the conduct of his personal or family financial affairs 
which is controlled by Executive.

(e) 	Subsequent to the Term, the Executive will continue to provide 
to the Company the services provided hereunder; provided, however, 
he shall not be obligated to spend more than two hours per month 
providing such services.

2.	Term.

The term of this Agreement shall be for ten (10) years commencing 
on the date hereof (the "Term").  The Term shall be comprised of 
three sub-terms, the first of which shall be for two (2) years, 
commencing on the date hereof (the "Initial Term"); the second of 
which shall be for three (3) years, commencing on the second 
anniversary of the date hereof (the "Second Term"); and the third 
of which shall be for five (5) years, commencing on the fifth 
anniversary of the date hereof (the "Third Term"). 

3.	Compensation.

(a)	During the Initial Term, the Company shall pay to the 
Executive, in accordance with its payroll practices, a guaranteed 
salary in the amount of $125,000 per annum.

(b)	During the Second Term, the Company shall pay to the 
Executive, in accordance with its payroll practices, a guaranteed 
salary in the amount of $115,000 per annum.

(c)	During the Third Term, the Company shall pay to the Executive, 
in accordance with its payroll practices, a guaranteed salary in 
the amount of $50,000 per annum.

(d)	The termination of this Agreement for any reason shall not 
relieve the Company of its obligations to pay the guaranteed salary 
payments provided for in sections 3(a), 3(b) and 3(c) hereof to the 
Executive (or to the Executive's estate or his designated 
beneficiaries in the event of the death of the Executive); 
provided, however, that (i) upon the death of or voluntary 
resignation (in accordance with the provisions of Section 4(a) 
hereof) by the Executive, the Company's obligation to pay the 
guaranteed salary payments provided for in Section 3(c) hereof to 
the Executive shall immediately terminate; (ii) upon the 
termination of this Agreement for cause (in accordance with the 
provisions of Section 4(b) hereof), the Company's obligation to pay 
the guaranteed salary payments provided for in Section 3(c) hereof 
to the Executive shall immediately terminate and the Company shall 
instead be required to pay to Executive after the Executive 
executes a notice of resignation from any position(s) he holds with 
the Company, a confidentiality agreement, and a mutual release with 
the Company (concerning its subsidiaries and affiliates, and its 
present and former officers, directors, and employees), in the form 
attached hereto as Exhibit B with blanks appropriately completed, a 
maximum of $50,000 for the remaining unexpired portion (if any) of 
the Third Term;  and (iii) if this Agreement is terminated in 
accordance with the provisions of Section 4(c) hereof, all of the 
Company's obligations to be performed during the Term shall 
immediately terminate and the Company shall be required to, 
concurrent with effectiveness of such termination, pay all 
guaranteed salary payments provided for in Sections 3(a), 3(b) and 
3(c) hereof to the Executive in one lump sum payment.

(e)	During the Term, the Company shall also cause the Executive to 
receive, in addition to his salary, all other employee benefits 
(including contributions to any profit-sharing plan) in effect or 
hereafter to be offered by the Company, plus reimbursement for 
ordinary and necessary expenses incurred while acting on behalf of 
the Company.  The Company shall provide health related benefits to 
Executive, at least in the amount presently provided (subject to 
any non-discriminatory, Company-wide, changes in the terms and 
conditions of health benefits provided by the Company (including 
co-payment) to its employees as the Company may institute from time 
to time), and, at Executive's election, to his spouse and/or 
children until the death of Executive and any such spouse, whether 
or not Executive is during such continuance of benefits employed by 
the Company.  Such continuation of benefits shall survive the 
termination of this Agreement whether or not this Agreement is 
terminated upon the resignation of Executive, by the Company with 
or without cause, upon disability of Executive or pursuant to 
Section 4(c) hereof.  Notwithstanding the foregoing, such benefits 
shall cease (i) as to the Executive and his spouse upon the 
commencement of Executive's employment or (ii) as to his spouse 
only, upon the commencement of his spouse's employment, by another 
company or other entity (not including self employment) which 
actually provides comparable medical benefits for which the 
Executive and/or the spouse, as may be applicable, is eligible at 
such other company's expense.

(f)	During the Term and subject to Section 3(g) below, Executive 
shall be entitled to receive incentive bonuses (the "Bonuses") 
payable concurrent with and in similar form as the bonuses payable 
to senior executives of the Company.  The amount of the annual 
Bonus shall equal the product of thirty three percent (33%) 
multiplied by the Net Trading Income. "Net Trading Income" means 
the gross income realized in any fiscal year (or such lesser period 
for the first and last Bonuses based on the commencement date of 
this Agreement and the termination date of this Agreement, 
respectively) ("Fiscal Year") by the Company as a result of the 
trading activities of Executive for the account of the Company as 
determined on a mark to market basis in accordance with the 
Company's accounting practices and procedures, less all (i) gross 
losses realized in such Fiscal Year by the Company as a result of 
the trading activities of Executive for the account of the Company 
as determined on a mark to market basis in accordance with the 
Company's accounting practices and procedures; and (ii) expenses 
incurred by the Company in such Fiscal Year for establishing and 
maintaining appropriate equipment for the use by Executive at a 
location other than the Company's principal headquarters.  The 
Company shall not be obligated to pay any other bonuses to 
Executive.
 
(g)	Notwithstanding anything to the contrary contained in Section 
3(f) above, in the event the Company pays bonuses to its senior 
executives on a semi-annual basis, the Company may, in the sole and 
absolute discretion of the Board, pay to Executive an advance on 
the Bonus.  The parties acknowledge and agree that the Bonus shall 
be calculated on a Fiscal Year basis and any amounts paid on a 
semi-annual basis shall be deemed an advance on amounts due and 
owing based upon such Fiscal Year calculation.

(h)	All cash payments to Executive in accordance with the 
provisions of this Section 3 shall be reported to the Internal 
Revenue Service on Form W-2.  The parties acknowledge and agree 
that the services and equipment to be provided for the benefit of 
Executive pursuant to Section 5 hereof are necessary and required 
for the employment of Executive during the term hereof and for the 
services and equipment to be provided thereafter pursuant to 
Section 1(e), and that value of such services shall not be reported 
by the Company, unless legally required, to the Internal Revenue 
Service on Form W-2.

4.	Termination.

This Agreement may be terminated during its term as follows:

(a)	Voluntary Resignation.  The Executive may terminate this 
Agreement without cause by voluntary resignation upon thirty (30) 
days' written notice to the Company.

(b)	Involuntary termination for cause.  In the event that the 
Executive (i) engages in willful misconduct or gross negligence in 
his performance of the services contemplated by this Agreement 
(after Executive's receipt of written notice from and the 
opportunity to be heard by the Board), or (ii) (a) is convicted of 
a crime of the first or second degree as defined by relevant New 
Jersey law or (b) otherwise commits a crime which results in the 
revocation of or otherwise prevents Executive from maintaining any 
current or appropriate securities or regulatory licenses, the 
Company may terminate this Agreement, for cause, upon the unanimous 
vote of the members of the Board present, in person or by 
telephone, at a meeting of the Board held upon not less than 24 
hours confirmed notice to all Board members, by giving written 
notice to the Executive stating that the Company elects to 
terminate the Agreement effective immediately, and the Agreement 
shall so terminate.

(c)	Termination by Board.  The Company may, at any time, terminate 
this Agreement upon the unanimous vote of the members of the Board 
present, in person or by telephone, at a meeting of the Board held 
upon not less than 24 hours confirmed notice to all Board members.  
Upon a termination of this Agreement in accordance with the 
provisions of this Section 4(c), Executive shall be entitled to the 
rights enumerated in Section 3(d)(iii) hereof.  

(d)	Liquidation of the Company.  In the event that (i) the Board 
of Directors votes to liquidate the Company, (ii) the Company sells  
twenty five percent (25%) or more of the assets of the Company on a 
consolidated basis, as determined in accordance with generally 
accepted accounting principles, to a third party or (iii) the 
equity capital of the Company, as determined in accordance with 
generally accepted accounting principles (but not as determined for 
regulatory accounting purposes), shall be less than five million 
dollars ($5,000,000), then this Agreement shall terminate and the 
Company shall purchase an annuity from a mutually acceptable 
Company for the benefit of the Executive in an amount sufficient to 
pay the remaining (if any) guaranteed salary payments to Executive 
during the Term.  The Company shall also make provisions for the 
continuation of Executive's and/or Executive's spouse's health 
benefits as contemplated by Section 3(e) hereof. 

5.	Additional Matters.

(a)	For the term hereof, and for so long as Executive desires, the 
Company shall continue to provide part-time secretarial support to 
Executive.  Notwithstanding the foregoing, the Company shall, 
during the Term hereof, hire on a part-time basis any secretary 
designated by Executive.  Executive shall designate the 
compensation to be received by such secretary; provided, however, 
such compensation shall not be greater than the compensation to be 
received by Executive hereunder and any and all compensation to be 
received by such secretary shall be deducted (in the same pay 
cycle) from the compensation payable by the Company to Executive 
hereunder. 

(b)	For the Term hereof, and for so long as Executive desires 
thereafter, the Company shall provide to Executive a seat on the 
firm's equity trading desk, with direct access to appropriate 
equipment, for purposes of giving Executive the ability to buy, 
sell and trade securities for his personal purposes, at the direct 
cost of such securities, plus $50 per ticket, payable to the 
Company.  During such period, Executive agrees to act in accordance 
with all applicable laws, regulations and rules and shall follow 
all applicable procedures.  Notwithstanding the foregoing, the 
Company shall not be obligated to provide Executive with a seat on 
the firm's equity trading desk during any period during which 
Executive does not maintain any appropriate licenses or 
registrations, but shall permit Executive to make trades and place 
orders for his own or family accounts through the firm's equity 
trading desk, at the direct cost of such securities, plus $50 per 
ticket, payable to the Company.  In the event that Executive 
desires to conduct trading activities from a location other than at 
the Company's offices, the Company, at its sole expense, shall 
during the Term and as long as Executive desires thereafter 
(whether or not Executive maintains appropriate licenses or 
registrations), provide and maintain, to the extent permitted by 
relevant regulatory authorities, comparable equipment at such 
location to enable Executive to conduct such trading activities.  

(c)	For the Term hereof, and for so long thereafter as Executive 
desires, the Company shall cooperate and assist Executive to 
maintain his securities licenses and registrations as well as his 
membership in the New York Society of Securities Analysts and such 
other similar professional organizations as Executive shall 
reasonably desire, and shall pay any reasonable costs and fees 
related thereto.

(d)	Notwithstanding anything to the contrary contained herein, 
Executive's trading activities, other than those for his own 
account, will be subject to the direction and supervision of the 
Board pursuant to the guidelines attached as Exhibit C hereto, 
which guidelines are those guidelines in effect as of April 1, 1997 
(the "Guidelines") and any applicable rules and regulations.  The 
Guidelines may only be amended upon the unanimous vote of the 
members of the Board present, in person or by telephone, at a 
meeting of the Board held upon not less than 24 hours confirmed 
notice to all Board members or upon Executive's written consent.  

(e)	For the Term hereof, and for so long thereafter as Executive 
desires, the Company shall reimburse Executive for the reasonable 
costs of annual physical examinations and the services of a CPA to 
prepare Executive's federal and state tax returns.

(f) 	The parties acknowledge and agree that they intend that the 
obligations contained in Sections 3(e), 5(a), 5(b), 5(c) and 5(e) 
hereof shall, except as expressly provided to the contrary in such 
sections, survive the termination of this Agreement.

6.	Notice.

Any notice to be given by either party under this Agreement shall 
be in writing, mailed by certified mail and return receipt 
requested or U.S. nationally recognized overnight courier service, 
and addressed to the other party at the address stated herein or 
such other address as may subsequently have been furnished by such 
other party in writing.  Any such notice shall be deemed to have 
been given on the date of mailing.  Notices to the Company shall be 
sent as follows:

80 Main Street
West Orange, New Jersey  07052
Attn:  Chairman of the Board

and notices to the Executive shall be sent to him at:

54 Tulip Road, Llewellyn Park
West Orange, New Jersey  07052

Each party shall provide notice to the other party of any change in 
address.

7.	Governing Law.

This Agreement has been executed and delivered in the State of New 
Jersey and shall in all respects be governed by and construed and 
enforced in accordance with the laws of New Jersey, including all 
matters of construction, validity, and performance.

8.	Entire Agreement.

This Agreement constitutes the entire agreement of the parties with 
respect to the Executive's employment and his compensation 
therefor; provided, however, that this Agreement shall not limit or 
in any way affect the rights, duties or obligations that the 
Executive may have under any benefit plan of the Company, 
including, but not limited to, any pension plan, profit-sharing 
plan, or medical or health plan, except as may specifically be set 
forth herein.

9.	Modifications, etc.

No modification, amendment or waiver of any of the provisions of 
this Agreement shall be effective unless in writing specifically 
referring to this Agreement and signed by both parties.

10.	Enforcement of Agreement.

The failure of either party at any time to enforce any of the 
provisions of this Agreement or to require performance by the other 
party of any of the provisions hereof shall not operate as or be 
construed as a waiver of such provisions or to affect either the 
validity of this Agreement, or any part hereof, or the right of 
either party thereafter to enforce each and every provision in 
accordance with the terms of this Agreement.

11.	Severability.

The invalidity or unenforceability of any particular provision of 
this Agreement shall not affect the other provisions hereof, and 
this Agreement shall be construed in all respects and to the 
fullest extent permitted by law as if such invalid or unenforceable 
provision were omitted.

12.	Binding Agreement; Assignment.

This Agreement shall be binding upon and shall inure to the benefit 
of the Company and any legal successor to the Company shall be 
deemed to be substituted for the Company under the provisions 
hereof.

This Agreement shall also be binding upon and shall inure to the 
benefit of the Executive, his heirs, executors, legal 
representatives and assigns.

Other than as set forth above in this Section 12, neither the 
Company nor Executive shall have the right to assign its or his 
obligations or duties hereunder.  However, notwithstanding anything 
to the contrary contained in Section 4 hereof, in the event that 
the Company proposes to Executive, in connection with a sale of all 
or a substantial portion of the assets of the Company to an entity 
with tangible net equity equal to or greater than that of the 
Company as of such date, that the Executive consent to the 
assignment of the Company's obligations and duties hereunder (and 
the right to Executive's services hereunder) to such purchaser, and 
Executive does not give such consent, then the Company shall have 
the right in its discretion, effective upon the consummation of the 
above-referenced sale, to terminate this Agreement.  If the Company 
so terminates, the Executive shall have such rights as provided for 
in Section 4(c) above.

13.	Arbitration.

Any claims, controversies, demands, disputes or differences between 
or among the parties hereto or any persons bound hereby arising out 
of, or by virtue of, or in connection with, or otherwise relating 
to this Agreement shall be submitted to and settled by arbitration 
conducted in Newark, New Jersey before one or three arbitrators, 
each of whom shall be knowledgeable in the fields of employment law 
and investment banking.  Such arbitration shall otherwise be 
conducted in accordance with the rules then obtaining of the 
American Arbitration Association.  The parties hereto agree to 
share equally the responsibility for all fees of the arbitrators, 
abide by any decision rendered as final and binding, and waive the 
right to appeal the decision or otherwise submit the dispute to a 
court of law for a jury or non-jury trial.  Notwithstanding the 
foregoing, the successful party to the arbitration shall be 
entitled to reimbursement of fees and expenses from the losing 
party in an amount not to exceed $50,000.00.  The parties hereto 
specifically agree that neither party may appeal or subject the 
award or decision of any such arbitrator(s) to appeal or review in 
any court of law or in equity or by any other tribunal, arbitration 
system or otherwise.  Judgement upon any award granted by such an 
arbitrator(s) may be enforced in any court having jurisdiction 
thereof.


IN WITNESS WHEREOF, the parties have caused this Agreement to be 
executed by their duly authorized representatives on the day and 
date first above written.

ATTEST:						RYAN, BECK & CO., INC.
/s/ David P. Downs					By: /s/ Matthew R. Naula
							MATTHEW R. NAULA
							Executive Vice President

WITNESS:
 /s/ Anne Marie Garvey					/s/ Fenwick H. 
Garvey
							FENWICK H. GARVEY

EXHIBIT B











Ryan, Beck & Co., Inc.
80 Main Street
West Orange, NJ 07052

Re:	Termination of Employment

Gentlemen:

Pursuant to the provisions of Section 3(d) of that certain 
employment agreement (the "Agreement"), dated May ___, 1997, by and 
between myself and Ryan, Beck & Co., Inc. (the "Company"), my 
employment with the Company has been terminated as of _______.  
This letter is the Notice of Resignation, Confidentiality Agreement 
and Mutual Release (the "Release Agreement") described in Section 
3(d) of the Agreement.

In consideration of (i) the compensation payable to me pursuant to 
Section 3 of the Agreement; (ii) other good and valid consideration 
to which I would not otherwise be entitled ("Additional 
Consideration"),  the receipt and sufficiency of which is hereby 
acknowledged; and (iii) the mutual covenants and premises contained 
herein and intending to be legally bound hereby, I hereby:

1.	Resign from all positions with the Company and its 
subsidiaries (including, without limitation, as Senior Advisor to 
the Board of Directors of the Company and otherwise as an officer, 
employee, representative or agent) effective immediately.

2.	Release the Company from any and all obligations under the 
Agreement, other than post-employment obligations, if any.

3.	Release the Company (including its subsidiaries and affiliates 
and its present and former officers, directors and employees), 
other than (i) from its obligations under the terms of this letter, 
(ii) from post-employment obligations arising under the Agreement 
or (iii) from obligations regarding the benefit plans of the 
Company as to which I am a beneficiary, from all claims and rights 
which I may have against the Company, including those of which I am 
not aware.  This applies to claims which now exist or may exist in 
the future, including but not limited to, those related to my 
employment.  To the extent this release also covers all past and 
present officers, directors, employees and agents of the Company, 
it does so except for matters completely unrelated to the business 
and operation of the Company. This release will bind anyone who 
succeeds to my rights.  Notwithstanding the foregoing, the release 
shall not affect the Company's obligations regarding 
indemnification and/or advancement of expenses arising under New 
Jersey statute law, the Articles of Incorporation or Bylaws of the 
Company or any other agreement regarding such matters existing 
between the Company and me.

4.	Agree that I will not influence any employee(s) of the Company 
to leave the employ of the Company or at any time influence any 
employee of the Company to give less than his/her undivided loyalty 
to the Company.

5.	Agree that I will not disclose any information about the 
business or operation of the Company to any competitor, customer of 
the Company, the business public at large or any other third person 
the disclosure of which might reasonably be construed as contrary 
to the best interest of the Company and I further agree that I will 
not speak badly of the Company or its officers or employees.

6.	Acknowledge that I was advised in writing to consult with an 
attorney before signing this Release Agreement, and that the 
Company advised me that I had twenty-one (21) calendar days within 
which to consider this Release Agreement before signing it.

7.	Acknowledge that I understand that I have seven (7) calendar 
days after executing this Release Agreement within which to revoke 
the waiver and release of claims under the Age Discrimination in 
Employment Act and the Law Against Discrimination (New Jersey) 
only.

8.	Acknowledge that I have had the opportunity to investigate any 
potential claims against the Company and that I am waiving any such 
claims.

9.	Acknowledge that I fully understand the terms of this Release 
Agreement; that I am entering into it voluntarily without any 
coercion on the part of any person; and that I was given adequate 
time to consider all implications and to freely and fully consult 
with and seek the advice of whomever I deemed appropriate.

10.	Acknowledge that each provision hereof, including without 
limitation the periods of time and types and scopes of restrictions 
on the activities of such person specified herein are and are 
intended to be divisible, and if any portion hereof (including any 
sentence, clause or part) shall be held contrary to law or invalid 
or unenforceable in any respect in any jurisdiction, or as to one 
or more periods of time, areas or business activities or any part 
thereto, the remaining provisions shall not be affected but shall 
remain in full force and effect as to the other remaining parts, 
and any such invalid or unenforceable provision shall be deemed, 
without further action on the part of any person, modified, amended 
and limited to the extent necessary to render the same valid and 
enforceable in such jurisdiction.

In consideration for the above terms and conditions of the Company 
will:

1.	Release me, other than from obligations under the terms of 
this letter or my post-employment obligations under the Agreement, 
from all claims and rights which it may have against me including 
those of which it is not aware.  This applies to claims which may 
exist or may exist in the future, including, but not limited to, 
those relating to my employment; and

2.	[severance payments].

You may accept the terms on this letter by executing a copy and 
returning it to me within five days from the date of this letter.

Very truly yours,



AGREED TO AND ACCEPTED:

Ryan, Beck & Co., Inc. and Subsidiaries


By:					

Dated:					


	EXHIBIT C

	FHG
	OVERNIGHT POSITION
	TRADING LIMITS


I)	Overall Limit Long:		$1,500,000
Overall Limit Short:		$   750,000
Overall Combined:		$2,000,000


II)	Types of Securities
1.	Listed and NASDAQ National Market
2.	Covered Options


III)	Per Issue
1.	$500,000 - long
2.	$500,000 - short


IV)	Cannot exceed volume limit that would trigger market maker status.

V)	Two members of Senior Management Group may approve increase in 
overnight position trading limit.

VI)	If not physically at trading position either on or off site or 
otherwise unavailable by telephone or beeper, management has authority to 
trade or liquidate a position or positions.

VII)	All trading must be in compliance with and subject to all regulatory 
agency rules.


EXHIBIT 10.15

MEMBERSHIP AGREEMENT

The continued membership of Ryan Beck & Co., Inc. ("Ryan Beck") in the 
National Association of Securities Dealers, Inc. ("NASD") is contingent 
upon the execution of this Membership Agreement ("Agreement") and its 
submission to the New York District Office, located at 33 Whitehall 
Street, New York, NY 10004-2193.

This Agreement shall remain in effect and bind Ryan Beck and all of its 
successors to ownership or control unless this Agreement is changed, 
removed, or modified pursuant to applicable NASD rules.

A. Undertakings

Ryan Beck undertakes to: (1) engage only in the business set forth in this 
Agreement; (2) abide by any restriction specified in Section C below; (3) 
obtain the prior approval of NASD Regulation pursuant to Rule 1017 before 
removing or modifying any restrictions imposed; and (4) notify and obtain 
the prior approval of NASD Regulation pursuant to Rule 1018 before 
effecting a change in ownership or control, or a material change in 
business operations.

B. Business Activities

The activities in which Ryan Beck may engage are based on its business 
plan together with the information provided during or subsequent to the 
membership application process. Ryan Beck represents that it will not 
engage in any activities which were not proposed during or subsequent to 
the membership application process, and consequently, were not reviewed by 
NASD Regulation during that process or subsequent thereto. In this regard, 
Ryan Beck represents that it will o perate within the scope of the 
following business activities:

(1) Maintain a minimum net capital requirement of $250,000 pursuant to SEC 
Rule 15c3-1 (a)(2)(i);

(2) The Finn will operate under the full provisions of SEC Rule 15c3-3 for 
the redemption of customer municipal coupons. The Firm will hold future 
interest only coupons and will not hold customer funds or safekeep 
customer securities. All other general securities transactions will be 
cleared on a fully-disclosed basis with Pershing;

(3) A. Broker or dealer retailing corporate equity securities 
over-the-counter;
B.	Broker or dealer selling corporate debt securities;
C.	Underwriter or selling group participant;
D.	Municipal securities dealer;
E.	Municipal securities broker;
F.	Put and call broker or dealer or option writer;
G.	Mutual fund retailer on a wire-order and fully-disclosed basis;
H.	Broker or dealer selling variable life insurance or annuities;
I.	Broker or dealer making inter-dealer markets in corporate securities 
over-the-counter;
J.	Trading securities for own account; and
K.	Operate three (3) OSJ Branch Offices located as follows: Bala Cynwyd, 
Pennsylvania, conducting retail sales and corporate finance advisory 
services; West Palm Beach, Florida, conducting retail sales; Shrewsbury, 
New Jersey, conducting retail sales; and one (1) non-OSJ Branch Office 
located at Chicago Illinois, conducting corporate finance advisory 
services.

C. Restrictions

The following restrictions have been previously imposed on Ryan Beck, 
and shall remain in effect until modified or removed by NASD Regulation in 
accordance with Rule 1017 and the application process outlined therein:

None.

D. Notifications

Ryan Beck will promptly notify NASD Regulation through the District 
Office where it maintains its principal place of business in the event of

(1) changing its: (a) clearing entity or service bureau, or method of 
clearance (b) method of bookkeeping or recordkeeping, i.e. computer to 
manual or utilizing an outside computer service;

(2) the Firm's intent to open a branch office and obtain prior 
approval from the District Office; and

(3) any significant change of the firm's key personnel, including but not 
limited to, change or loss of the (General, DPP, etc.) Securities 
Principal, Chief Compliance Officer, and/or Financial and Operations 
Principal.

E. Certification

Pursuant to Article III, Section 1, of the NASD By-Laws, Ryan Beck 
agrees:

(1)  to comply with the federal securities laws, the rules and regulations 
thereunder, the rules of the Municipal Securities Rulemaking Board and the 
Treasury Department, the By-Laws of the NASD, NASD Regulation, and Nasdaq, 
the Rules of the Association, and all rulings, orders, directions, and 
decisions issued and sanctions imposed under the Rules of the Association;

(2) to pay such dues, assessments, and other charges in the manner and 
amount as from time to time shall be fixed pursuant to the NASD By-Laws, 
Schedules to the NASD ByLaws, and the Rules of the Association; and

(3) that this Agreement has been executed on behalf of, and with the 
authority of, said Applicant. The undersigned and Applicant represent that 
the information and statements contained within the application and other 
information filed are current, true, and complete. The undersigned and 
Applicant further represent that to the extent any information previously 
submitted is not amended, such information is currently accurate and 
complete and agree that the information contained in Form BD will be kept 
current and accurate by proper amending the form as changes occur.

Any activity that does not conform to the provisions set forth in this 
Agreement may form the basis for disciplinary action by the Association 
against Ryan Beck, its owners, or associated persons.

Signature:
/s/ Ben A. Plotkin
Ben Plotkin, President & Chief Executive Officer

2/27/98
Date

EXHIBIT 12

<TABLE>
RYAN, BECK & CO. INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
<CAPTION>

		YEARS ENDED DECEMBER 31
		PRO-FORMA	1997	1996	1995	1994	1993	1992

<S>		<C>	<C>	<C>	<C>	<C>	<C>	<C>
Earnings:

Income (loss) before
 provision (benefit) 
 for income taxes	$6,739	$6,139	$357	$2,866	$7,880	$6,785	$5,586

Add:

Interest expense	774	816	1,096	473	200	127	107
Rental expense 
 representative of 
 interest factor	249	295	214	196	172	193	197

Earnings for
computation purposes	$7,762	$7,250	$1,667	$3,535	$8,252	$7,105	$5,890

Fixed charges:

Interest expense-net	$774	$816	$1,096	$473	$200	$127	$107
Rental expense
 representative of
 interest factor	249	295	214	196	172	193	197
Pretax effect of
 dividends on
 preferred stock	0	223	317	299	435	-	-

Combined fixed charges	$1,023	$1,334	$1,627	$968	$807	$320	$304

Ratio of earnings to
 combined fixed charges 	7.6	5.4	1.0	3.7	10.2	22.2	19.4

</TABLE>


EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT	

We consent to the incorporation by reference in the Registration 
Statement No. 333-33427 of the Ryan, Beck & Co., Inc. (the "Company") 
1997 Employee Restricted Stock Purchase Plan on Form S-8 of our report 
dated February 20, 1998, appearing in the Annual Report on Form 10-K of 
Ryan, Beck & Co., Inc. for the year ended December 31, 1997.  We also 
consent to the incorporation by reference in the Registration Statement 
No. 333-30325 of the Company for the 1996 Stock Option Plan and the 
Amended and Restated Ryan, Beck & Co., Inc. Restricted Stock Grant Plan 
on Form S-8 of our report dated February 20, 1998, appearing in the 
Annual Report on Form 10-K of Ryan, Beck & Co., Inc. for the year ended 
December 31, 1997.

New York, New York
March 11, 1998
 THIS DOCUMENT CONTAINS AUTOMATIC PARAGRAPH NUMBERING.



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