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, 1996

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

80 Main Street, West Orange, N.J.  07052-5414	
(Address of principal executive offices) (Zip Code)	

Registrant's telephone number, including area code: (201) 325-
3000

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

Voting Cumulative Preferred Stock, Series A, par value 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 March 21, 
1997:  
$12,388,871

Number of shares of Common Stock outstanding as of March 
21, 1997:  
3,235,165

DOCUMENTS INCORPORATED BY REFERENCE

1.  Part II - The Registrant's Annual Report to Stockholders for 
the Fiscal Year 
Ended December 31, 1996.

2.  Part III - Proxy Statement for the Registrant's 1997 Annual 
Meeting of 
Stockholders.	

Item 1.  	DESCRIPTION OF BUSINESS

General

Ryan, Beck & Co., Inc. (the "Company" or "Ryan, Beck") is 
principally 
engaged in the underwriting, distribution and trading of tax-
exempt, bank 
equity and debt securities. The Company provides consulting, 
research and 
brokerage services primarily to community-oriented 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 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's plan is 
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.

The principal executive office of the Company is located at 80 
Main Street, 
West Orange, New Jersey 07052-5414 and its telephone 
number is 201-325-
3000.  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") which insures customer funds and 
securities deposited 
with a broker-dealer up to $500,000 per customer, with 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 76 sales account 
executives located 
in the West Orange, New Jersey, Bala Cynwyd, Pennsylvania, 
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 
65 to 76, 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.  

Reduced volume and prices generally result in lower investment 
banking 
revenues and commissions and may result in losses from 
declines in the market 
value of securities held in trading, investment and underwriting 
positions.  In 
periods of relatively low business activity for the Company, 
profitability  will 
likely be adversely affected because a significant portion of the 
Company's 
expenses are fixed.

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,
1996 1995 1994
Amount Percent Amount  Percent  Amount Percent 
(In Thousands)
<S>	<C>	<C>	<C>	<C>	<C>	<C>
Principal transactions:
Tax-Exempt debt securities		$ 2,829	9.9%	$ 
4,940	19.8%	$ 5,046	17.3%
Taxable debt securities		775	2.7	2,302	9.2
	1,729	5.9
Equity securities		  6,242	21.9	  5,982	23.9
	4,995	17.2

Total		  9,846	34.5	13,224	52.9	11,770	40.4

Investment banking<F1>
Tax-Exempt debt securities		1,047	3.7	913	3.7
	1,258	4.3
Taxable debt securities		1,540	5.4	456	1.8
	309	1.2
Equity securities		2,811	9.9	1,977	7.9	623
	2.1
Consulting, placement and valuation fees		7,424
	26.0	4,494	18.0	11,902	40.9

Total		12,822	45.0	7,840	31.4	14,092	48.5

Commissions:
Equity securities		2,514	8.8	1,395	5.6
	1,281	4.4
Mutual funds		  1,777	  6.2	1,407	  5.6	1,081	3.7

Total		  4,291	15.0	2,802	11.2	2,362	8.1

Interest and dividends		1,329	4.7	894	3.6	641
	2.2
Other		      222	     0.8	      228	     .9	     
235	0.8

Total		$28,510	100.0%	$24,988
	100.0%	$29,100	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.

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 9.9% of the Company's revenues during 1996, 
19.8% of the 
Company's revenues during 1995 and 17.3% during 1994.

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 trend 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>
Managed or Co-Managed Offerings
<CAPTION>	
	Number of Municipal
	Issues 	Amount of Offerings
	(In Thousands)
<S>	<C>	<C>
	1994		59	$       1,276,391
	1995		59		1,556,210
	1996		75		923,943
</TABLE>

<TABLE>
Underwriting Participations <F1>
<CAPTION>	
	
	Number of Municipal
	Issues 	Amount of Participation
	(In Thousands)
<S>	<C>	<C>
	1994	131	        $          221,429
	1995	161	166,951
	1996	248	269,984

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

Revenues from all municipal bond transactions were 
$2,829,000, $4,940,000 
and $5,046,000 for 1996, 1995 and 1994, respectively.  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.  The 
decrease from 
1994 to 1995 reflected reduced product availability and lower 
yields.

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.  Revenues relating to such 
transactions 
decreased in 1996 to $775,000 from $2,302,000 in 1995. The 
decrease in 
trading revenues 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 1994 were $1,729,000.  
Principal 
transactions in taxable securities accounted for 2.7% of the 
Company's 
revenues during 1996,  9.2% of revenues during 1995 and 5.9% 
of revenues 
during 1994.

FINANCIAL INSTITUTIONS DIVISION

Corporate Finance Department

The Company's Corporate Finance Department consists of 17 
professionals 
located primarily in West Orange, New Jersey with a satellite 
office in Bala 
Cynwyd, Pennsylvania.  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 small to 
medium-sized 
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 increased to 
$7,424,000 in 
1996 from $4,494,000 in 1995 and accounted for 26% of the 
Company's 
revenues during 1996 and 18.0% during 1995.  Consulting, 
valuation and 
placement fees amounted to $11,902,000 in 1994, or 40.9% 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 secondary offerings by banks and thrifts.  The 
Company has  played 
a significant role in the development of thrift mutual holding 
companies and 
raised $9,768,000 in 1996, $75,282,000 in 1995 and 
$422,215,000 in 1994 in 
equity for thrifts in mutual holding company-related 
transactions.  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.  Future revenue, however, is subject to political and 
regulatory 
developments related to the thrift industry, especially as they 
impact thrift 
conversions and mutual holding formations.  The Company 
expects there to be 
greater uncertainty 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 $3,969,000 in 1996 as compared to 
$3,369,000 in 
1995 and $8,586,000 in 1994.  Such revenue is reflected in 
investment banking 
revenue as consulting, placement and valuation fees.

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 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.  Revenues from underwriting bank and thrift 
securities for 
1996 were $3,328,000, revenues for 1995 were $1,988,000 and 
revenues for 
1994 were $809,000.

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>
Managed or Co-Managed Offerings
<CAPTION>
		Number of Bank/Thrift
		Issues 	Amount of Offerings
		(In Thousands)
	<S>	<C>	<C>
			1994	15	$          566,286
			1995	13	221,114
			1996	12	340,594
</TABLE>

<TABLE>
Underwriting Participations<F1>
<CAPTION>
		Number of Bank/Thrift	
		Issues	Amount of Participation<F2>
		(In Thousands)
	<S>	<C>	<C>
	1994	15	      $          561,129
	1995	16	211,021
	1996	13	326,569

<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 four 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 and real estate industries.  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 34.5% 
of the 
Company's revenues during 1996, 52.9% during 1995 and 
40.4% during 1994, 
while total commissions accounted for 15.0% of revenues 
during 1996, 11.2% 
of revenues during 1995 and 8.1% of revenues during 1994.

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 NASDAQ 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 NASDAQ 
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 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 entities located in the Mid-Atlantic 
region.  As of 
December 31, 1996, the Company made markets in 218 bank 
and thrift 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 398 additional bank and thrift 
stocks and 
distributes and makes markets in certain issues of bank debt 
securities.

Recently, the Securities and Exchange Commission and NASD 
agreed to 
changes which could impact the way stocks are traded.  A new 
order display 
system will be implemented which would allow investors to 
place limit orders 
to buy or sell a NASDAQ stock at a certain price and be 
matched with another 
order.  The proposed 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 proposed system may produce a new source of 
competition but could also 
lead to the Company making markets in fewer NASDAQ 
stocks, particularly 
smaller ones, 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.

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.  As of December 31, 1996, the 
Company had 
approximately $24.9 million in customer margin debits with its 
clearing broker.

During 1996, 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 76 sales account 
executives as of 
December 31, 1996.

The following table shows, (i) for the year ended December 31, 
1996, 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 as of December 31, 1996.

<TABLE>
<CAPTION>
		Year Ended December 31, 1996
	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 		$ 21,606	$    422	$ 
2,944	$    20	$10,793	$  105
Taxable Debt 		22,296	30,433	2,061	160	8,820
	4,092
Equity 		14,461	6,771	8,198	2,915	10,789	4,005
</TABLE>

<TABLE>
<CAPTION>
		As of December 31, 1996
		Long 	Short
		(In Thousands)
<S>	<C>	<C>
Type of Security:
Tax-Exempt debt		$ 17,962	$    128
Taxable Debt 		7,255	408
Equity 		    8,572	   4,888
Total		$ 33,789	$  5,424
</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.

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 amounts 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 
consulting 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 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. 

The SEC's Rule 415 permits the registration of certain securities 
that are to be 
offered on a delayed or continuous basis in the future.  This 
procedure provides 
a competitive advantage to securities firms with substantial 
capital and large in-
house distribution networks and may reduce opportunities for 
brokerage firms 
such as the Company to participate in major underwritings.

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, 
1996, 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 Investors 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.  
Accounts are insured up 
to $75,000,000.  The first $500,000 of protection is provided 
by SIPC and the 
balance is provided by a separate policy from a private insurer.  
There is a 
limitation of $100,000 on claims for cash balances.

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.  As of December 
31, 1996, the 
Company had aggregate net capital of $3,534,000, which 
exceeded its 
minimum net capital requirements by $2,534,000.

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.

Employees

At December 31, 1996, the Company had 178 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.

Item 2. 	DESCRIPTION OF PROPERTIES

The Company's offices, including its trading operations, occupy 
an aggregate 
of approximately 22,000 square feet in West Orange, New 
Jersey.  Such space 
is leased pursuant to a seven-year lease term which commenced 
January 19, 
1992. The Company has notified its current landlord of its 
cancellation of the 
lease.  The termination fee of approximately $250,000 was 
recorded in the 
consolidated financial statements for the year ended December 
31, 1996.  
During the second half of 1997, the Company plans to relocate 
its corporate 
headquarters to Livingston, New Jersey and occupy 
approximately 35,000 
square feet.  Such space is leased pursuant to a ten-year lease 
term, which will 
commence on or about July 1, 1997.  The Company has two 
five-year renewal 
options at the conclusion of the original term. 

The Company is also opening a satellite office of approximately 
4,800 square 
feet in Shrewsbury, New Jersey.  The lease term is for five 
years, commencing 
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 8,500 square feet of office space in 
West Palm 
Beach, Florida under a four-year lease which commenced May 
1, 1995.   

While such space is suitable and sufficient for the Company's 
present needs, 
the Company anticipates that, based on its present operations 
and its 
anticipated future growth, additional space may be required in 
the foreseeable 
future. 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, 1996.

On or about December 13, 1994, a complaint under the caption 
Robert J. 
Buckley, et al. v. Northwest Savings Bank ("Northwest"), et. 
al., C.A. No. 94-
340-E (U.S.D.C. W.D. Pa.),  was filed in the United States 
District Court of the 
Western District of Pennsylvania.  The complaint alleged 
violations of the 
Securities Act of 1933, the Securities Act of 1934, as well as 
various state law 
securities and common law claims in connection with 
Northwest Savings 
Bank's reorganization from a mutual state savings bank to a 
stock mutual 
holding company.

The complaint alleged that the Company was retained as a 
consultant and 
advisor to Northwest in connection with such transaction and 
engaged in the 
promotion and sale of Northwest stock.  The complaint further 
alleged that the 
Offering Circular prepared in connection with the initial public 
offering 
contained misstatements of material facts and omitted to state 
material facts 
necessary to make the statements contained within the Offering 
Circular not 
misleading, including false statements representing 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 
alleged that after the offering was concluded, the appraised 
value of Northwest 
was increased and the offering was diluted by the sale of 
additional shares and 
that such 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.  In 
connection with the offering, Northwest executed an agency 
agreement with the 
Company whereby Northwest agreed among other things to 
indemnify and 
contribute sums to the Company for losses and legal fees in 
connection with the 
offerings.  Pursuant to the Agency Agreement, Northwest has 
agreed to 
indemnify the Company and to advance reasonable expenses 
incurred by the 
Company in connection with the lawsuit.

On March 13, 1995, the plaintiffs filed a Motion for Class 
Certification.  On 
March 24, 1995, the Company, as well as all other defendants, 
filed a Motion 
to Dismiss the plaintiff's complaint.  By order dated November 
17, 1995, the 
Court dismissed all federal law claims in 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.  The 
court relinquished jurisdiction over the remaining state law 
claims.  On 
December 14, 1995, plaintiff filed an appeal with the United 
States Court of 
Appeals for the Third Circuit (the "Court of Appeals").  Oral 
arguments were 
conducted on January 21, 1997.  On February 2, 1997, the 
Court of Appeals 
affirmed the decision of the District Court.  However, on 
February 26, 1997, the 
plaintiff filed a motion for rehearing.

On January 11, 1996, the Company gave notice to Municipal 
Square Associates 
("Municipal Square"), its landlord at 80 Main Street, West 
Orange, New Jersey 
that it had been constructively evicted as a result of Municipal 
Square's 
breaches of the lease in failing to provide adequate heating, air 
conditioning, 
security, janitorial and other services.  On February 29, 1996, 
Municipal 
Square filed an action in which Municipal Square seeks a 
declaratory judgment 
that the lease is not terminated and alternatively, that the 
Company's January 
11th notice had terminated the lease and triggered an early 
termination penalty 
of $375,000.  The Company filed a counterclaim alleging that 
Municipal 
Square breached the lease by failing to provide services which 
Municipal 
Square was required to provide under the lease and alleging that 
Municipal 
Square's conduct constituted a constructive eviction of the 
Company.

The parties have entered into a tentative settlement agreement 
subject to 
resolution of certain procedural matters which settlement would 
not have a 
material adverse effect on the Company, and the Company's 
liability under the 
lease would be terminated. If the settlement is not finalized, the 
outcome of this 
litigation is inherently uncertain and no assurances regarding the 
final outcome 
of this matter can be given.

The Company, Ryan Beck Financial Corp., a wholly-owned 
subsidiary of the 
Company, and a former account executive of the Company 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.  Ryan, 
Beck Financial 
Corp. ("RBFC") is a special limited partner in the partnership 
and such former 
account executive is a limited partner.  The third-party 
complaint alleges that 
certain duties were owed to the partnership by the Company 
and RBFC.  The 
third-party plaintiffs allege that the Company and RBFC 
breached these duties 
and are liable to the third-party plaintiffs for contribution in the 
event the 
plaintiff prevails at trial.

On February 17, 1995, a motion to dismiss filed by the 
defendants was granted 
in favor of RBFC and the former account executive.  On March 
9, 1995, RBFC 
and the Company's former account executive were dismissed by 
order of the 
Court. On September 5, 1995, certain defendants filed a new 
third-party 
complaint seeking contribution from the Company, RBFC and 
certain present 
and former employees and officers of the Company as 
additional third-party 
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 contribution claims.  Pursuant to the 
settlement 
agreement, Inrevco has released the Company and RBFC from 
any liability in 
the suit.  Subsequently, the third-party defendants filed a motion 
to dismiss on 
the grounds that the claims against the third-party defendants 
were moot as a 
result of entering into the settlement agreement.  On January 
19, 1996 the 
Court heard argument on the motion to dismiss and denied such 
motion.  The 
third-party defendants filed a motion for permission to file an 
interlocutory 
appeal with respect to the motion to dismiss with the Superior 
Court of New 
Jersey, Appellate Division, which motion was subsequently 
denied.  The 
Company is still named a third-party defendant in this action 
and, as such, will 
be required to participate in discovery and other pre-trial 
procedures with 
respect to the ongoing litigation. Discovery in this case is 
proceeding.

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 Sales Price<F1>      Dividends Declared<F2>
Year Ended December 31,	 High	Low	Regular
	Special
<S>	<C>	<C>	<C>	<C>
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	-

1995:
First Quarter 	$7.375	$6.250	$.048	$.305
Second Quarter 	7.000	5.625	.048	.000
Third Quarter 	8.000	5.625	.048	.124
Fourth Quarter 	7.375	6.500	.048	.067

<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>

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 will 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 March 21, 
1997, was 469.
The number of preferred shareholders of record as of March 21, 
1997, was 43.

Item 6.   SELECTED FINANCIAL DATA

The information contained under the caption "Five Year 
Financial 
Comparison" on page 4 of the Annual Report is incorporated 
herein by 
reference.

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

The information contained under the caption "Management's 
Discussion and 
Analysis of  Financial Condition and Results of Operations" on 
pages 5 
through 8 of the Annual Report is incorporated herein by 
reference.

Item 8.   FINANCIAL STATEMENTS AND 
SUPPLEMENTARY DATA

The Company's Consolidated Financial Statements and Notes to 
Consolidated 
Financial  Statements and Independent Auditors' report on 
pages 9 through 17 
of the Annual Report is  incorporated herein by reference.

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

None.

PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF 
THE 
REGISTRANT

The information required herein is incorporated by reference to 
the Company's 
Proxy Statement ("Proxy Statement") to be filed with the 
Securities and 
Exchange Commission in connection with the Company's 1997 
Annual 
Meeting of Shareholders.

On January 15, 1997, Allen S. Greene resigned as President and 
Chief 
Executive Officer.  Following Mr. Greene's resignation, the 
Company 
established a Senior Management Committee to function as an 
Office of the 
Chief Executive Officer.  The Senior Management Committee 
consists of Ben 
A. Plotkin, Leonard J. Stanley, Jay Suskind and Matthew R. 
Naula.  Mr. 
Plotkin serves as Chairman of the Senior Management 
Committee and, as such, 
Chief Executive Officer of the Company.

Information with respect the members of the Senior 
Management Committee is 
incorporated by reference to the Company's definitive proxy 
statement.

Item 11.   EXECUTIVE COMPENSATION

The information required herein is incorporated by reference to 
the Company's 
Proxy Statement.

Item 12.   SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS 
AND MANAGEMENT

The information required herein is incorporated by reference to 
the Company's 
Proxy Statement.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED 
TRANSACTIONS

The information required herein is incorporated by reference to 
the Company's 
Proxy Statement.

PART IV

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


</TABLE>
<TABLE>
FINANCIAL STATEMENTS
<CAPTION>
		Page
All Consolidated Financial Statements<F1>
<S>	<C>	<C>
(a)	Independent Auditors' Report	18
(b)	Consolidated Statements of Financial Condition
	at December 31, 1996 and 1995	9
(c)	Consolidated Statements of Income for the
	years ended December 31, 1996, 1995 and 1994	10
(d)	Consolidated Statements of Changes in Stockholders' 
	Equity for the years ended December 31, 1996,
	1995 and 1994	11
(e)	Consolidated Statements of Cash Flows for the
	years ended December 31, 1996, 1995 and 1994	12
(f)	Notes to the Consolidated Financial Statements	13-
17

All schedules have been omitted as the required information is 
either 
inapplicable, immaterial or included in the Notes to the 
Consolidated Financial 
Statements.
<FN>
<F1>Incorporated by reference to the Annual Report.
</FN>
</TABLE>

(b)   REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended 
December 31, 
1996

(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 (incorporated herein by reference 
to 
Exhibit 3.2 of the Registrant's Registration Statement on Form 
S-1 (No. 
33-5543) filed with the SEC on June 27, 1986).

10.1	1996 Stock Option Plan.

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	Term Loan Agreement by and among the Company, the 
Ryan, 
Beck & Co., Inc. Employee Stock Ownership Plan and 
Northwest as of 
June 23, 1995 (incorporated by reference to Exhibit 10.3 of the 
1995 
Form 10-K). 
		
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 pertaining to the Company's West Orange, New 
Jersey 
offices effective as of January 1, 1992, (incorporated by 
reference to 
Exhibit 10.2 to the Company's Annual Report on Form 10-KSB 
for the 
year ended December 31, 1992).

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 pertaining to the Company's Shrewsbury, New 
Jersey 
offices effective as of April 1, 1997.

10.9	Lease pertaining to the Company's Livingston, New 
Jersey 
offices effective as of June 1, 1997.

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 September 26, 1994 by 
and 
between Fenwick H. Garvey and Ryan, Beck & Co., Inc. (the 
"Garvey 
Employment Agreement") (incorporated by reference to Exhibit 
10.8 of 
the 1994 Form 10-K).

10.12	Amendment to the Garvey Employment Agreement, 
dated 
December 14, 1995 (incorporated by reference to Exhibit 10.11 
of the 
1995 Form 10-K).

10.13	Employment Agreement dated September 25, 1996, by 
and 
between Matthew R. Naula and Ryan, Beck & Co., Inc.

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).

11.  Statement regarding computation of per share earnings is 
omitted 
pursuant to SEC regulations.

12.  Statement re: computation of ratios.

13.  Annual Report for the fiscal year ended December 31, 
1996.
  
21.  Subsidiaries (incorporated by reference to Exhibit 21 of the 
1994 
Form 10-K).

23.  Consent of Deloitte & Touche LLP

24.  Consent of Trien, Rosenberg, Felix, Rosenberg, Barr & 
Weinberg

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/_Fenwick H. Garvey, March 21, 1997
Fenwick H. Garvey
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.

<TABLE>
<CAPTION>
Signature                                 	 Title	Date
<S>		<C>	<C>
/s/ Fenwick H. Garvey	Chairman of the Board	March 21, 
1997
Fenwick H. Garvey

/s/Ben A. Plotkin	President 	March 21, 1997
Ben A. Plotkin	Director	

/s/Michael M. Horn	Director	March 21, 1997
Michael M. Horn

/s/Matthew R. Naula	Executive Vice President	March 21, 
1997
Matthew R. Naula	Director

/s/Richard B. Neff 	Director	March 21, 1997
Richard B. Neff

/s/Peter W. Rodino, Jr.	Director	March 21, 1997
Peter W. Rodino, Jr.

/s/Jack R. Rosenthal	Vice Chairman	March 21, 1997
Jack R. Rosenthal 	Director

/s/Leonard J. Stanley	Senior Vice President, Chief
Leonard J. Stanley	Financial and Administrative 
Officer 
	(Principal Financial and 
	Accounting Officer)	March 21, 1997
</TABLE>