EXHIBIT 10.1

RYAN, BECK & CO.  1996 STOCK OPTION PLAN

Purpose of the Plan.  The purpose of this Stock Option Plan 
("Plan") of Ryan, 
Beck & Co., Inc. (the "Company"), is to promote the interests 
of the Company 
by providing incentives to (i) designated officers and other key 
employees of the 
Company or a Subsidiary Corporation (as such term is defined 
under Section 
424(f) of the Internal Revenue Code of 1986 as amended (the 
"Code")) and (ii) 
non-employee members of the Company's Board of Directors, 
to attract and 
retain such persons and to encourage them to acquire or 
increase their 
proprietary interest in the Company and to maximize the 
Company's 
performance during the term of their employment or period of 
service with the 
Company..

Definitions.  As used in the Plan, unless the context requires 
otherwise, the 
following terms shall have the following meanings:

"Board" shall mean the Board of Directors of the Company.

The "Committee" shall mean a committee composed of two or 
more members 
of the Board each of whom shall be a "Disinterested Person" (as 
such term is 
defined in Rule 16-3 under the Exchange Act of 1934, as 
amended (the 
"Exchange Act")).

"Common Stock" shall mean the common stock, par value $.10 
per share of the 
Company, or if, pursuant to the adjustment provisions set forth 
in Section 12 
hereof, another security is substituted for the Common Stock, 
such other 
security.

"Fair Market Value" shall mean the fair market value of the 
Common Stock on 
the Grant Date (as hereinafter defined) or other relevant date.  
If on such date 
the Common Stock is listed on a stock exchange or is quoted 
on the the 
National Market segment of the Nasdaq Stock Market (the 
"National Market"), 
the Fair Market Value shall be the closing sale price (or if such 
price is 
unavailable, the average of the high bid price and the low asked 
price) on such 
date.  If on such date the Common Stock is traded in the over-
the counter 
market (but not on the National Market), the Fair Market Value 
shall be the 
average of the high bid and the low asked price onsuch date (or 
if there are no 
reported bid and asked prices on the Grant Date, then the 
average between the 
high bid price and the low asked price on the next preceeding 
day for which 
such quotations exist).   If the Common Stock is neither listed 
or admitted to 
trading on any stock exchange, quoted on the National Market 
or traded in the 
over-the -counter market, the Fair Market Value shall be 
determined in good 
faith by the Committee in accordance with generally accepted 
valuation 
principles and such other factors as the Committee reasonably 
deems relevant.

"Grant Date" shall mean the date on which an Option is 
granted.

"Option" shall mean the right, granted pursuant to the Plan, to 
purchase one or 
more shares of Common Stock.  "Incentive Stock Option" shall 
mean an 
Option granted pursuant to Section 6 hereof.  "Nonqualified 
Stock Option" 
shall mean an Option granted pursuant to Section 7 hereof. 

"Optionee" shall mean a person to whom an Option has been 
granted under the 
Plan.

Stock Subject to the Plan.  There will be reserved for issuance 
upon the exercise 
of Options granted from time to time under the Plan an 
aggregate of 200,000 
shares of Common Stock (subject to adjustment as set forth in 
Section 11 
hereof.)  The Board shall determine from time to time whether 
all or part of 
such 200,000 shares shall be authorized but unissued shares of 
Common Stock 
or issued shares of Common Stock which shall have been 
reacquired by the 
Company and which are held in its treasury.  If any Option 
granted under the 
Plan should expire or terminate for any reason without having 
been exercised 
in full, the shares subject to such Option shall again become 
available for the 
grant of Options under the Plan.

Administration of the Plan.  The Plan shall be administered by 
the Committee.  

Subject to the provisions of the Plan, the Committee shall have 
full Discretion 
and sole authority:

(i)	To designate the employees of the Company to whom 
Options shall be 
granted, to determine whether individual Optionees shall be 
granted Incentive 
Stock Options or Nonqualified Stock Options, to designate the 
number of 
shares to be covered by each of the Options, and to determine 
the time or times 
at which Options shall be granted; 

(ii)	To determine the exercise price of Options granted 
hereunder, subject 
to Sections 6(a) and 7(a) hereof; 

(iii)	To interpret the Plan;

(iv)	To promulgate, amend and rescind rules, regulations, 
agreements and 
instruments relating to the Plan, provided, however, that no 
such rules or 
regulations shall be inconsistent with any of the terms of the 
Plan;

(v)	To subject any Option to such additional terms and 
conditions (not 
inconsistent with the Plan) as may be specified when granting 
the Option, 
including without limitation additional restrictions or conditions 
on the 
exercise of an Option; 

(vi)	To determine circumstances upon which Options shall 
become 
immediately exercisable and to accelerate the exercisability of 
any Option; and

(vii)	To make all other determinations in connection with the 
administration of the Plan.

The Committee's interpretations of the Plan and all 
determinations made by the 
Committee pursuant to the powers vested in it hereunder shall 
be conclusive 
and binding on all persons having interests in the Plan or in any 
Option 
granted under the Plan.

Each member of the Committee shall be indemnified and held 
harmless by the 
Company against any cost or expense (including counsel fees) 
reasonably 
incurred by him or her, or liability (including any sum paid in 
settlement of a 
claim with the approval of the Company) arising out of any act 
or omission to 
act in connection with the Plan, unless arising out of such 
member's own fraud 
or bad faith, to the extent permitted by applicable law.  Such 
indemnification 
shall be in addition to any rights of indemnification the members 
may have as 
directors or otherwise under the Certificate of Incorporation or 
By-Laws of the 
Company, any agreement of shareholders or disinterested 
directors or 
otherwise.

Eligibility.  Optionees shall be selected by the Committee from 
among the 
officers and key full-time employees of the Company or a 
Subsidiary 
Corporation.

Incentive Stock Options.  The following provisions shall apply 
solely with 
respect to Options which are designated by the Committee as 
"Incentive Stock 
Options" at the time of grant:

Option Exercise Price.  The price at which shares of Common 
Stock shall be 
purchased upon exercise of any Incentive Stock Option shall be 
not less than 
the Fair Market Value of such shares on the Grant Date, except 
that if on the 
Grant Date an Optionee owns Common Stock (as determined 
under section 
424(d) of the Code) possessing more than 10% of the total 
combined voting 
power of all classes of stock of the Company or of the 
Company's Parent 
Corporation (as such term is defined under Section 424(e) of 
the Code), if any, 
or any Subsidiary Corporations, then the price at which shares 
of Common 
Stock shall be purchased upon exercise of an Incentive Stock 
Option granted to 
such Optionee shall not be less than 110% of the Fair Market 
Value of such 
shares on the Grant Date and, notwithstanding Section 6(b) 
hereof, such 
Incentive Stock Option shall cease to be exercisable five (5) 
years after the 
Grant Date.

Expiration.  Except as otherwise provided in Sections 6(a) and 
11 hereof, each 
Incentive Stock Option granted hereunder shall cease to be 
exercisable ten 
years after the date on which it is granted.

Restriction on Exercise.  The Fair Market Value (as determined 
on the Grant 
Date) of Common Stock with respect to which Incentive Stock 
Options are 
exercisable for the first time by any person during any calendar 
year (under this 
Plan and all other plans of the Company and its Parent 
Corporation, if any, and 
its Subsidiary Corporations) cannot be greater than $100,000.

Nonqualified Stock Options.  The following provision shall 
apply with respect 
to Options which are designated by the Committee as 
"Nonqualified Stock 
Options" at the time of grant:

Option Exercise Price.  The price at which shares of Common 
Stock shall be 
purchased upon exercise of a Nonqualified Stock Option shall 
be not less than 
the Fair Market Value of such shares on the Grant Date.

Expiration.  Except as otherwise provided in Section 11 hereof, 
each 
Nonqualified Stock Option granted hereunder shall cease to be 
exercisable ten 
years after the Grant Date.

Designation.  Any Option which is not designated by the 
Committee as an 
Incentive Stock Option shall automatically be deemed to be a 
Nonqualified 
Stock Option.

Vesting of Option.  The vesting period, if any, for all Options 
granted 
hereunder shall commence on the Grant Date and shall end on 
the date or 
dates, determined by the Committee.  

Method of Exercise.  Optionees may exercise their Options 
from time to time 
by giving written notice to the Company.  The date of exercise 
shall be the date 
on which the Company receives such notice.  Such notice shall 
be on a form 
furnished by the Company and shall state the number of shares 
to be purchased 
and the desired closing date, which date shall be at least fifteen 
days after the 
giving of such notice, unless an earlier date shall have been 
mutually agreed 
upon.  At the closing, the Company shall deliver to the 
Optionee (or other 
person entitled to exercise the Option) at the principal office of 
the Company, 
or such other place as shall be mutually acceptable, a certificate 
or certificates 
for such shares against payment in full of the Option price for 
the number of 
shares to be delivered, such payment to be by a certified or bank 
cashier's check 
and/or, if permitted by the Committee in its discretion, by 
transfer to the 
Company of capital stock of the Company having a Fair Market 
Value on the 
date of exercise equal to the excess of the purchase price for the 
shares 
purchased over the amount of any such certified or bank 
cashier's check.  If the 
Optionee (or other person entitled to exercise the Option) shall 
fail to accept 
delivery of and pay for all or any part of the shares specified in 
his notice when 
the Company shall tender such shares to him, his right to 
exercise the Option 
with respect to such unpurchased shares may be terminated.

Termination of Employment.  Except as set forth below, in the 
event that an 
Optionee's employment terminates for any reason, any  Options 
then 
exercisable shall automatically terminate sixty days after the 
date on which 
such employment terminates.

In the event that an Optionee's employment terminates by 
reason of retirement, 
the Committee shall have the right to extend such Optionee's 
Options until the 
earlier of (x) three months after the date of retirement or (y) the 
date on which 
such Options would terminate pursuant to Sections 6(a), 6(b) 
and 7(b) hereof.

In the event that an Optionee's employment terminates by 
reason of disability, 
an Option exercisable by him shall terminate one year after the 
date of 
disability of the Optionee, but in any event not later than the 
date on which 
such Options would terminate pursuant to Sections 6(a), 6(b) 
and 7(d) hereof. 

In the event that an Optionee's employment terminates by 
reason of death, an 
Option exercisable by him shall terminate one year after the date 
of death, but 
in any event not later than the date on which such Options 
would terminate 
pursuant to Sections 6(a), 6(b) and 7(b) hereof.  During such 
time after death, 
an Option may only be exercised by the Optionee's personal 
representative, 
executor or administrator, as the case may be.  No exercise 
permitted by this 
Section 11 shall entitle an Optionee or his personal 
representative, executor or 
administrator to exercise any Option which is not (on the date 
of exercise) then 
exercisable.

Changes in Capital Structure.  In the event that, by reason of a 
stock dividend, 
recapitalization, reorganization, merger, consolidation, 
reclassification, stock 
split-up, combination of shares, exchange of shares, or the like, 
the outstanding 
shares of Common Stock of the Company are hereafter 
increased or decreased, 
or changed into or exchanged for a different number or kind of 
shares or other 
securities of the Company or of any other corporation, then 
appropriate 
adjustments shall be made by the Board to the number and kind 
of shares 
reserved for issuance under the Plan upon the grant and 
exercise of Options.  In 
addition, the Board shall make appropriate adjustments to the 
number and kind 
of shares subject to outstanding Options, and the purchase price 
per share 
thereunder shall be appropriately adjusted consistent with such 
change.  In no 
event shall fractional shares be issued or issuable pursuant to 
any adjustment 
made under this Section 11.  The determination of the Board as 
to any 
adjustment shall be final and conclusive.

Mandatory Exercise.  Notwithstanding anything to the contrary 
set forth in the 
Plan, in the event that:

the Company should adopt a plan of reorganization pursuant to 
which it shall 
merger into, consolidate with, or sell its assets to, any other 
corporation or 
entity (an "Acquiring Entity"), the Company may give an 
Optionee written 
notice thereof :

(i) 	requiring such Optionee to exercise his or her Options 
within thirty 
days after receipt of such notice, (including any unvested 
Options which would, 
except for this Section 12, otherwise be unexercisable at that 
date); or 

(ii)	requiring such Optionee to consent to the conversion of 
such Options 
into an option to purchase the same number of  shares of the 
Acquiring Entity's 
common stock as would have been received by the Optionee if 
the Optionee had 
exercised such Option; or

(iii)	deeming such Options to have been exercised, in which 
case the 
Optionee shall be entitled to receive the same consideration per 
share as 
received by other holders of the Company's stock but reduced 
by an amount 
equal  to the the Fair Market Value on the Grant Date.

the Company should adopt a plan of complete liquidation, the 
Company shall 
give an Optionee written notice thereof requiring such Optionee 
to exercise his 
or her Options within thirty days after receipt of such notice, 
(including any 
invested Options which would, except for this Section 12, 
otherwise be 
unexercisable at that date). 

Those Options which the Company requests to be exercised and 
which shall not 
have been exercised in accordance with the provisions of the 
Plan by the end of 
such 30 day period shall automatically lapse irrevocably and the 
Optionee shall 
have no further rights with respect to such Options.

Option Grant.  Each grant of an Option under the Plan will be 
evidenced by a 
document in such form as the Committee may from time to time 
approve.  Such 
document will contain such provisions as the Committee may in 
its discretion 
deem advisable, including without limitation additional 
restrictions or 
conditions upon the exercise of an Option.  The Committee may 
require an 
Optionee, as a condition to the grant or exercise of an Option 
or the issuance or 
delivery of shares upon the exercise of an Option or the 
payment therefor, to 
make such representations and warranties and to execute and 
deliver such 
notices of exercise and other documents as the Committee may 
deem consistent 
with the Plan or the terms and conditions of the Option 
Agreement.  Not in 
limitation of any of the foregoing, in any such case referred to in 
the preceding 
sentence the Committee may also require the Optionee to 
execute and deliver 
documents (including the investment letter described in Section 
14), containing 
such representations, warranties and agreements as the 
Committee or counsel 
to the Company shall deem necessary or advisable to comply 
with any 
exemption from registration under the Securities Act of 1933, 
as amended, the 
(the "Securities Act") any applicable State securities laws, and 
any other 
applicable law, regulation or rule.

Investment Letter.  If required by the Committee, each 
Optionee shall agree to 
execute a statement directed to the Company, upon each and 
every exercise by 
such Optionee of any Options, that shares issued thereby are 
being acquired for 
investment purposes only and not with a view to the 
redistribution thereof, and 
containing an agreement that such shares will not be sold or 
transferred unless 
either (1) registered under the Securities Act, or (2) exempt 
from such 
registration in the opinion of Company counsel.  If required by 
the Committee, 
certificates representing shares of Common Stock issued upon 
exercise of 
Options shall bear a restrictive legend summarizing the 
restrictions on 
transferability applicable thereof.

Requirement of Law.  The granting of Options, the issuance of 
shares upon the 
exercise of an Option, and the delivery of shares upon the 
payment therefore 
shall be subject to compliance with all applicable laws, rules, 
and regulations.  
Without limiting the generality of the foregoing, the Company 
shall not be 
obligated to sell, issue or deliver any shares unless all required 
approvals from 
governmental authorities and stock exchanges shall have been 
obtained and all 
applicable requirements of governmental authorities and stock 
exchanges shall 
have been complied with.

Tax Withholding.  The Company, as and when appropriate, 
shall have the right 
to require each Optionee purchasing or receiving shares of 
Common Stock 
under the Plan to pay any federal, state, or local taxes required 
by law to be 
withheld or to take whatever action it deems necessary to 
protect the interests of 
the Company in respect to such tax obligations.

Nonassignability.  Only an Optionee (or his or her authorized 
legal 
representative) may exercise the rights granted hereunder.  No 
Optionee may 
transfer those rights except by will or by the laws of descent and 
distribution or, 
if permitted under Rule 16b-3 of the Exchange Act and by the 
Committee in its 
sole discretion, pursuant to a qualified domestic relations order 
as defined 
under the Code or Title I of ERISA or the rules thereunder.  
Upon the death of 
an Optionee, the personal representative or other person 
entitled to succeed to 
the rights of the Optionee ("Successor Optionee") may exercise 
such rights.  A 
Successor Optionee shall furnish proof satisfactory to the 
Company of such 
person's right to receive the Option under the Optionee's will or 
under the 
applicable laws of descent and distribution.

Optionee's Rights as Shareholder and Employee.  An Optionee 
shall have no 
rights as a shareholder of the Company with respect to any 
shares subject to an 
Option until the Option has been exercised and the certificate 
with respect to 
the shares purchased upon exercise of the Option has been duly 
issued and 
registered in the name of the Optionee.  Nothing in the Plan 
shall be deemed to 
give an employee any right to continued employment nor shall it 
be deemed to 
give any employee any other right not specifically and expressly 
provided in the 
Plan.

Termination and Amendment.  

(a)	Amendment.  The Board may amend or terminate the 
Plan at any 
time, subject to the following limitations:

(1)	the approval by the shareholders of the Company shall 
be required in 
respect of any amendment that (A) materially increases the 
benefits accruing to 
participants under the Plan, (B) increases the aggregate number 
of shares of 
Common Stock that may be issued or transferred under the Plan 
(other than by 
operation of Section 11 above), (C) increases the maximum 
number of shares of 
Common Stock for which any Optionee may be granted options 
under this Plan 
or (D) materially modifies the requirements as to eligibility for 
participation in 
the Plan; (E) modifies the provisions for determining the Fair 
Market Value; 
and

(2)	the Board shall not amend the Plan if such amendment 
would cause 
the Plan, any Option or the exercise of any right under the Plan 
to fail to 
comply with the requirements of Rule 16b-3 under the 
Exchange Act, or if such 
amendment would cause the Plan or an Incentive Stock Option 
or exercise of 
an Incentive Stock Option to fail to comply with the 
requirements of Section 
422 of the Code including, without limitation, a reduction of the 
option price or 
an extension of the period during which an Incentive Stock 
Option may be 
exercised. 

(b)	Termination of Plan.  The Plan shall terminate on the 
tenth 
anniversary of its effective date (as set forth in Section 20 
below) unless earlier 
terminated by the Board or unless extended by the Board with 
approval of the 
stockholders.

(c)	Termination and Amendment of Outstanding Grants.  
Except as 
otherwise provided in Section 12 hereof or in any document 
evidencing the 
grant of an Option hereunder, a termination or amendment of 
the Plan that 
occurs after an Option has been granted shall not result in the 
termination or 
amendment of the Option unless the Optionee consents or 
unless the 
Committee acts under Section 21(b) below.  The termination of 
the Plan shall 
not impair the power and authority of the Committee with 
respect to an 
outstanding Option.  Whether or not the Plan has terminated, an 
outstanding 
Option may be terminated or amended under Section 21(b) 
below or may be 
amended by agreement of the Company and the Optionee which 
is consistent 
with the Plan.  

Shareholder Approval.  This Plan is subject to and no Options 
granted 
hereunder shall be exercisable until the approval of this Plan by 
the holders of a 
majority of the shares of stock of the Company present or 
represented in proxy 
in a vote at a duly held meeting of the shareholders of the 
Company within 
twelve months after the date of the adoption of the Plan by the 
Board.  If the 
Plan is not so approved by shareholders, the Plan and all 
Options granted 
hereunder shall automatically terminate and be of no force and 
effect.  
Subsequent to such approval, the effective date of the Plan shall 
be 
_____________, 1996.

Miscellaneous.

(a)	Substitute Grants.  The Committee may grant an Option 
to an 
employee or a non-employee director of another corporation, if 
such person 
shall become an employee or non-employee director of the 
Company, or a 
Subsidiary Corporation, by reason of a corporate merger, 
consolidation, 
acquisition of stock or property, reorganization or liquidation 
involving the 
Company or a Subsidiary Corporation and such other 
corporation.  Any Option 
so granted shall be made in substitution for a stock option 
granted by the other 
corporation, but the terms and conditions of the Option so 
granted may vary 
from the terms and conditions required by the Plan and from 
those of the 
Option granted by the other corporation.  The Committee shall 
prescribe the 
provisions of the Option so granted.

(b)	Compliance with Law.  The Plan, the exercise of Option 
and the 
obligations of the Company to issue shares of Common Stock 
upon exercise of 
Options shall be subject to all applicable laws and required 
approvals by any 
governmental or regulatory agencies.  With respect to persons 
subject to 
Section 16 of the Exchange Act, it is the intent of the Company 
that the Plan 
and all transactions under the Plan shall comply with all 
applicable conditions 
of Rule 16b-3 or any successor provisions under the Exchange 
Act.  The 
Committee may revoke the grant of any Option if it is contrary 
to law or modify 
any Option to bring it into compliance with any valid and 
mandatory 
government regulations.  The Committee may also adopt rules 
regarding the 
withholding of taxes on payments to Optionees.  The 
Committee may, in its 
sole discretion, agree to limit its authority under this section.

(c)	Sunday or Holiday.  In the event, that the time for the 
performance of 
any action or the giving of any notice is called for under the 
Plan within a 
period of time which ends or falls on a Sunday or legal holiday, 
such period 
shall be deemed to end or fall on the next date following such 
Sunday or legal 
holiday which is not a Sunday or legal holiday.