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



















	INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying consolidated statement of financial 
condition of Ryan, Beck & Co., Inc. and Subsidiaries as of December 31, 
1995, and the related consolidated statements of income, changes in 
stockholders' equity, and cash flows for the year then ended.  These 
financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these 
financial statements based on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of 
Ryan, Beck & Co., Inc. and Subsidiaries as of December 31, 1995, and 
the results of their operations and their cash flows for the year then 
ended in conformity with generally accepted accounting principles.



Trien, Rosenberg, Felix,
  Rosenberg, Barr & Weinberg, LLP

February 5, 1996
Morristown, New Jersey


<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' Reports	F1 - F2

(b)	Consolidated Statements of Financial Condition
	at December 31, 1997 and 1996	F3

(c)	Consolidated Statements of Income for the
	years ended December 31, 1997, 1996 and 1995	F4

(d)	Consolidated Statements of Changes in Stockholders' 
	Equity for the years ended December 31, 1997, 1996
	and 1995	F5

(e)	Consolidated Statements of Cash Flows for the
	years ended December 31, 1997, 1996 and 1995	F6

(f)	Notes to the Consolidated Financial Statements	F7 - F20

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)

23.1  	Consent of Deloitte & Touche LLP

23.2 	Consent of Trien, Rosenberg, Rosenberg, Weinberg, Ciullo 
& Fazzari

23.3 	Consent of Trien, Rosenberg, Rosenberg, Weinberg, Ciullo 
& Fazzari


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 em-
ployment 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 provi-
sion 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 23.1

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 12, 1998

EXHIBIT 23.2

CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


Ryan, Beck & Co. and Subsidiaries

We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-8 of Ryan, Beck & Co., Inc. (the "Company") 
pertaining to the Ryan, Beck & Co., Inc. 1997 Employee Restricted Stock 
Purchase Plan of our report dated February 5, 1996, with respect to the 
consolidated statements of financial condition of the Company as of 
December 31, 1995 and 1994 and the related consolidated statements of 
cash flows for the two years then ended, which report is incorporated 
by reference into the Company's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1996 filed with the Securities and 
Exchange Commission.


TRIEN, ROSENBERG, ROSENBERG,
 WEINBERG, CIULLO & FAZZARI, LLP

Morristown, New Jersey
August 11, 1997


EXHIBIT 23.3

CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


Ryan, Beck & Co. and Subsidiaries

We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-8 of Ryan, Beck & Co., Inc. (the "Company") 
pertaining to the Ryan, Beck & Co., Inc. 1996 Stock Option Plan and the 
Amended and Restated Ryan, Beck & Co., Inc. Restricted Stock Grant Plan 
of our report dated February 5, 1996, with respect to the consolidated 
statements of financial  condition  of  the  Company as  of December 
31, 1995 and 1994 and the related consolidated statements of cash flows 
for the two years then ended, which report is incorporated by reference 
into the Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1996 filed with the Securities and Exchange Commission.


Trien, Rosenberg, Rosenberg,
  Weinberg, Ciullo & Fazzari, LLP

Morristown, New Jersey
June 27, 1997

 THIS DOCUMENT CONTAINS AUTOMATIC PARAGRAPH NUMBERING.



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