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


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

For the quarterly period ended March 31, 1997

OR

[  ]	TRANSMISSION 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 registrant as specified in its charter)

New Jersey		
(State or other jurisdiction of incorporation or organization)	

80 Main Street, West Orange, New Jersey 07052
(Address of principal executive offices)

22-1773796
(I.R.S. Employer Identification No.)

201-325-3000 
(Issuer's telephone number)

______________________________________________________
(Former name, former address and former fiscal year, if changed since last 
report)

Indicate by check (x) whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities 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 _______

APPLICABLE ONLY TO CORPORATE ISSUERS:

At May 8, 1997 there were 3,167,165 shares of Common Stock, par value 
$. 10 per share, outstanding.

RYAN, BECK & CO., INC.


Part 1. Financial Information

Item 1.  Financial Statements

The following unaudited consolidated financial statements of Ryan, Beck 
& Co., Inc. (the "Company") as of March 31, 1997 and for the three 
months ended March 31, 1997 and March 31, 1996 reflect all adjustments 
and disclosures which, in the opinion of management, are necessary for a 
fair statement of results for the interim period.  Certain information and 
footnote disclosures required under generally accepted accounting 
principles have been condensed or omitted pursuant to the rules and 
regulations of the Securities and Exchange Commission, although the 
Company believes that the disclosures are adequate to make the 
information presented not misleading.  It is suggested that these financial 
statements be read in conjunction with the year-end financial statements 
and notes thereto included in the Company's Annual Report on Form 10-K 
for the year ended December 31, 1996 as filed with the Securities and 
Exchange Commission.

The results of operations for the three month period ended March 31, 1997 
are not necessarily indicative of the results to be expected for the entire 
fiscal year or any other period.


<TABLE>
RYAN, BECK & CO., INC.  AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except per share data)
<CAPTION>
March 31,  December 31,
1997  1996
(unaudited)
<S>	<C>	<C>
ASSETS
Cash		$      142	$      13
Cash segregated under federal and other regulations		25	17
Receivable from:	
Brokers and dealers 		155	25
Accrued revenues		251	225
Other		183	371
Securities owned, at market value		25,575	33,789
Prepaid income taxes		564	950
Deferred income taxes		863	830
Property and equipment, at cost, less accumulated
depreciation and amortization		617	371
Other assets		       389	       356
Total assets		$ 28,764 	$ 36,947

LIABILITIES AND STOCKHOLDERS' EQUITY
Payable to clearing broker		$ 11,363	$ 15,375
Securities sold, but not yet purchased, at market value		2,050	5,424
Accrued employee compensation and benefits		1,935	2,249
Accounts payable and other accrued expenses		1,534	2,192
ESOP loan obligation		       503	       538
Total liabilities		  17,385	  25,778
 
Stockholders' equity:
Preferred stock - $.10 par value
Authorized: 2,000,000 shares
Issued: 396,073 shares at March 31, 1997 
and 397,948 shares at December 31, 1996		40	40
Common stock - $. 10 par value
Authorized: 30,000,000 shares
Issued: 3,235,165 shares at March 31, 1997
and 3,253,695 shares at December 31, 1996		323	325
Additional paid-in capital		11,767	11,875
Retained earnings		471	246
Treasury Stock, at cost, 88,000 common shares at March 31, 1997 
and December 31, 1996		(624)	(624)
Unearned compensation - restricted stock grants		(104)	(173)
Unearned ESOP compensation		     (494)	     (520)
Total stockholders' equity		   11,379	   11,169
Total liabilities and stockholders' equity		$ 28,764	$ 36,947
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
RYAN, BECK & CO., INC.  AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three months ended
March 31,  March 31,
1997  1996
<S>	<C>	<C>
Revenues:
Principal transactions		$  3,875	$  2,218
Investment banking		1,859	5,107
Commissions		1,154	1,094
Interest and dividends		349	357
Other		        30	       (1)
Total revenues		   7,267	   8,775
Interest expense		      204	      241
Net revenues		   7,063	   8,534

Non-interest expenses:
Compensation and benefits		4,588	4,842
Communications		371	355
Occupancy and equipment rental and depreciation		234	241
Floor brokerage, exchange and clearance fees		547	547
Marketing and development expense		163	256
Professional fees		315	238
Other		      318	      259
Total non-interest expenses		   6,536	   6,738
Earnings before income taxes		527	1,796
Income tax expense		         96	      698
Net earnings		$     431	$ 1,098

Earnings per common share
Primary		$      .12	$   0.32
Fully Diluted		$      .12	$   0.31

Cash dividends declared		$      .05	$     .05

Weighted average number of shares
Primary		3,167	3,255
Fully Diluted		3,503	3,580

See accompanying notes to consolidated financial statements.
</TABLE>


<TABLE>
RYAN, BECK & CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY
(In thousands, except per share data)
(Unaudited)
<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>
Three months ended March 31, 1996

Balance at January 1, 1996	$327	$41	$12,049	$818	$(401)	$(657)	$(91)
	$12,086
Retirement of 19,383 shares of
    common stock	(2)	-	(127)	-	-	-	129	-
Unearned compensation -
   restricted stock grants	-	-	-	-	(125)	-	-	(125)	
Amortization of restricted stock grants -
   unearned compensation	-	-	-	-	61	-	-	61
Amortization of ESOP 
   unearned compensation	-	-	6	-	-	42	-	48
Treasury stock (27,475 shares)	-	-	-	-	-	-	(198)	(198)
Net Income	-	-	-	1,098	-	-	-	1,098
Cash dividends declared:  common	-	-	-	(164)	-	-	-	(164)
                                          preferred   -           -        -	     (54)	         -	         -	       -	      (54)

Balance at March 31, 1996	$ 325	$  41	$11,928	$ 1,698	$ (465)	$ (615)	$(160)
	$12,752


<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>
Three months ended March 31, 1997

Balance at January 1, 1997	$325	$40	$11,875	$246	$(173)	$(520)	$(624)
	$11,169
Forfeiture of restricted stock grants
     (20,498 shares)	(2)	-	(108)	-	110	-	-	-
Unearned compensation -
   restricted stock grants	-	-	-	-	(40)	-	-	(40)	
Amortization of restricted stock grants -
   unearned compensation	-	-	-	-	22	-	-	22
Forfeiture of restricted stock grants	-	-	-	-	(23)	-	-	(23)
Amortization of ESOP 
   unearned compensation	-	-	-	-	-	26	-	26
Net Income	-	-	-	431	-	-	-	431
Cash dividends declared:  common 	-	-	-	(158)	-	-	-	(158)
                                          preferred	 -	 -	 - 	 (48)	 -	 -	 -	  (48)

Balance at March 31, 1997	$ 323	$  40	$11,767	$   471	$ (104)	$ (494)	$(624)
	$11,379

</TABLE>

<TABLE>
RYAN, BECK & CO., INC.  AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands) 
(Unaudited)
<CAPTION>
Three months ended
March 31,  March 31,
1997  1996
<S>	<C>	<C>
Cash flows from operating activities:
Net income		$    431	$1,098

Non-cash items included in net income: 
Depreciation and amortization		57	78
Amortization of restricted stock grants		22	61
Forfeiture of restricted stock grants		(23)	- 
Amortization of ESOP unearned compensation		26	48
Deferred income taxes		(33)	128
(Increase) decrease in operating assets:
Cash segregated under federal and other regulations	(8)	-
Receivables:
Brokers and dealers 		(130)	878
Accrued revenues		(26)	8
Other					188	48
Securities owned, at market value		8,215	(1,913)
Prepaid income taxes		386	228
Other assets		(35)	(12)

Increase (decrease) in operating liabilities:
Payable to clearing broker		(4,012)	(2,338)
Securities sold, but not yet purchased -  at market value		(3,374)	1,208
Accrued employee compensation and benefits		(314)	694
Accounts payable and other accrued expenses		(658)	282
Income taxes payable		          -	    319

Net cash provided by operating activities		     712	    815

Cash flows from investing activities:
Capital expenditures		$  (302)	$   (79)

Cash flows from financing activities:
Common stock repurchased for restricted stock grants		(40)	(125)
Principal payments of ESOP obligation 		(35)	(35)
Purchase of Treasury Stock		-	(198)
Dividends paid:  common		(158)	(164)
preferred		      (48)	     (54)
Net cash used in financing activities		    (281)	   (576)

Net increase in cash		129	160

Cash at beginning of period		       13	       71

Cash at end of period		$   142	$   231

Supplemental disclosures of cash flow information:
Cash paid during quarter for:
Interest		$   236	$   265
Income taxes		5	15

See accompanying notes to consolidated financial statements.
</TABLE>

RYAN, BECK & CO., INC. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.  In the opinion of management, the accompanying unaudited 
consolidated financial statements contain all adjustments necessary to 
present fairly the financial position of Ryan, Beck & Co., Inc. (the 
"Company") as of March 31, 1997, and the results of its operations and 
cash flows for the three months ended March 31, 1997 and March 31, 
1996.  All such adjustments are of a normal and recurring nature.

The accounting policies followed by the Company are set forth in the 
notes to the Company's financial statements as set forth in the Company's 
Annual Report on Form 10-K for the year ended December 31, 1996.  
Certain reclassifications have been made to prior years' financial 
statements to conform to the current year's presentation.

The results of operations for the three months ended March 31, 1997 are 
not necessarily indicative of the results to be expected for the entire fiscal 
year or any other period.

2.  Securities owned are reflected at market value.  Securities in the 
Company's trading account consist of the following:
<TABLE>
<CAPTION>
March 31, 1997  December 31, 1996
(unaudited)
(In thousands)
<S>	<C>	<C>
Debt Obligations
State and municipalities		$ 7,822	$17,962
Corporations		2,755	5,195
U.S. Government and agencies		635	2,035
Corporate equity		14,338	8,572
Other		       25	        25
Total		$25,575	$33,789

3.  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 a minimum net capital based on the number and price of 
issues in which markets are made by the Company, not to exceed 
$1,000,000.  At March 31, 1997 and December 31, 1996, the Company's 
net capital was approximately $5,184,000 and $3,534,000, respectively, 
which exceeded minimum net capital requirements by $4,184,000 and 
$2,534,000 respectively.

4.  Recent Accounting Pronouncements

The Financial Accounting Standards Board has issued SFAS No. 128, 
"Earnings per Share" ("EPS"), effective for periods ending after December 
15, 1997, with restatement required for all prior periods.  SFAS No. 128 
replaces the current EPS categories of primary and fully diluted with 
"basic", which reflects no dilution from common stock equivalents, and 
"diluted", which reflects dilution from common stock equivalents based 
on the average price per share of the Company's common stock during the 
period.  For the three months ended March 31, 1997, both basic EPS and 
diluted EPS would have been $.12.  For the three months ended March 31, 
1996, basic EPS would have been $.32, while diluted EPS would have 
been $.31.

Cautionary Statement Regarding Forward Looking Statements

This report contains "forward-looking" statements.  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 of 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; and 
market 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.

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.

Item 2. 	Management's Discussion and Analysis of
		Financial Condition and Results of Operations

a.	Financial Condition

Total assets decreased by $8,183,000, or 22.2%, to $28,764,000 at March 
31, 1997 from $36,947,000 at December 31, 1996.  The decrease in assets 
is primarily due to a decrease in securities owned of $8,214,000.  The 
securities inventory decreased due to a decrease in municipal and taxable 
fixed income securities of $10,140,000 and $3,840,000 respectively, 
which was partially offset by an increase of $5,766,000 in corporate equity 
securities.  The decrease in the municipal securities portfolio is attributed 
to larger positions held at year end because of reinvestment money coming 
due from bond maturities and redemptions in the month of January.  The 
proceeds from the sale of the securities inventory were largely used to 
reduce the payable to the clearing broker and the securities sold position.

b.	Results of Operations

Three Months Ended March 31, 1997 Compared With Three Months 
Ended March 31, 1996

Net income for the three months ended March 31, 1997 was $431,000 
compared to $1,098,000 during the period ending March 31, 1996. On a 
fully diluted basis, earnings per share decreased to $.12 per share for the 
three months ending March 31, 1997 from $.31 per share during the same 
period in 1996.  

Total revenues decreased $1,508,000, or 17.2%, to $7,267,000 in the three 
months ended March 31, 1997 from $8,775,000 in the prior year period.

Revenues from principal transactions increased $1,657,000, or 74.7%, to 
$3,875,000 in the three months ended March 31, 1997 from $2,218,000 in 
the comparable period in 1996.  This increase is the result of an increase of 
$1,443,000 from trading equity securities and an increase of $214,000 
from trading tax-exempt securities.  The increase in revenues attributable 
to trading equity securities reflected a strong bank and thrift market as 
many of these securities hit new highs during the first quarter of 1997 as 
well as an increase in trading activity.  The increase in revenues 
attributable to tax-exempt securities reflected favorable market conditions 
and less volatility during the three months ended March 31, 1997.

Revenues from investment banking services decreased $3,248,000, or 
63.6%, to $1,859,000 in the three months ended March 31, 1997 from 
$5,107,000 in the comparable period in 1996.  This was due to a 
$2,885,000 decrease in revenues related to consulting, placement and 
valuation fees, a decrease in revenue from underwriting tax-exempt debt 
securities of $44,000 and a decrease in revenue from underwriting equity 
securities of $319,000.  The decrease in consulting, placement and 
valuation fees resulted from a decrease in both revenues related to thrift 
conversions, mutual holding company formations and merger and 
acquisition advisory fees.  The decrease in consulting, placement and 
valuation revenues during the first quarter of  1997 was due to two large 
thrift transactions closing in the first quarter of 1996 as compared to no 
closings in the first quarter of 1997.  Additionally, fee income from 
merger and acquisition advisory services was significantly higher during 
the first quarter of 1996 as a result of the closing of a large merger and 
acquisition transaction during that quarter.  There is expected to be greater 
uncertainty in the future with respect to revenues resulting from thrift 
conversions and mutual holding company formations because of increased 
competition and a smaller universe of mutual institutions. The decrease in 
revenue from underwriting equity securities is due to the closing of an 
underwriting for a financial institution seeking additional capital for 
growth purposes in the first quarter of 1996, which activity was not 
repeated in the first quarter of 1997.  The decrease in revenue from 
underwriting tax-exempt debt securities reflects decreased levels of 
issuance of new municipal securities.

Commission revenue increased $60,000, or 5.5%, to $1,154,000 for the 
quarter ended March 31, 1997 from $1,094,000 in the comparable period 
in 1996.  The increase in commission revenue includes an increase in 
equity security commissions of $12,000 and an increase in mutual fund 
commissions of $48,000 and is mainly attributable to higher mutual fund 
sales and quarterly 12-b1 distribution fees.

Total operating expenses decreased $202,000, or 3.0%, to $6,536,000 for 
the quarter ended March 31, 1997 from $6,738,000 in the comparable 
period in 1996.  This decrease is primarily attributable to a decrease in 
compensation and benefits of $254,000 or 5.2%, and a decrease in 
marketing and development expense of $93,000 or 36.3%.  The decrease 
in compensation and benefits is consistent with lower corporate finance 
revenues during the first quarter of 1997 as well as a reduction in the 
number of senior executives.  The decrease in marketing and development 
expense is due to a reduction in advertising, printing and travel and 
entertainment expenses.  Offsetting these decreases in expenses was an 
increase in professional fees of $77,000 or 32.4 % and an increase in other 
expenses of $59,000 or 22.8%.  The increase in professional fees is 
partially due to various costs associated with the Company's plan to move 
its headquarters.

Income tax expense decreased $602,000, or 86.3%, to $96,000 from 
$698,000 due to a decrease of pretax income of $1,269,000 and $89,000 of 
tax refunds from amending prior years' tax returns.

Liquidity and Capital Funds

As of March 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 cash or assets readily 
convertible into cash.  The Company's securities positions (both long and 
short) are, in most instances, readily marketable.

The Company finances its business through a number of sources, 
consisting primarily of capital, funds generated by operations 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 at the prevailing federal funds rate plus 62.5 basis 
points.  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 March 31, 1997, the balance due to the clearing 
broker was approximately $11,363,000.

Part II.  Other Information

Item 1. 	Legal Proceedings

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 quarter ended March 31, 1997.  For 
information concerning other legal proceedings involving the Company, 
please see the Company's Annual Report on Form 10-K for the year ended 
December 31, 1996.

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

The complaint alleged that the Company was retained as a consultant and 
advisor to Northwest in connection with such transaction and engaged in 
the promotion and sale of Northwest stock.  The complaint further alleged 
that the Offering Circular prepared in connection with the initial public 
offering contained misstatements of material facts and omitted to state 
material facts necessary to make the statements contained within the 
Offering Circular not misleading, including false statements representing 
the appraised valuation and number of shares to be issued in the initial 
offering would be increased only if market and economic conditions 
warranted such increase.  The complaint alleged that after the offering was 
concluded, the appraised value of Northwest was increased and the 
offering was diluted by the sale of additional shares and that such increase 
in appraised value was not warranted by market or economic conditions.

The complaint sought unspecified monetary damages against the 
defendants, including the Company, on behalf of all persons who 
subscribed for and purchased shares of common stock in Northwest's 
initial public offering.  In connection with the offering, Northwest 
executed an agency agreement with the Company whereby Northwest 
agreed among other things to indemnify and contribute sums to the 
Company for losses and legal fees in connection with the offerings.  
Pursuant to the Agency Agreement, Northwest agreed to indemnify the 
Company and to advance reasonable expenses incurred by the Company in 
connection with the lawsuit.

On March 13, 1995, the plaintiffs filed a Motion for Class Certification.  
On March 24, 1995, the Company, as well as all other defendants, filed a 
Motion to Dismiss the plaintiff's complaint.  By order dated November 
17, 1995, the Court dismissed all federal law claims in the complaint with 
prejudice against all defendants on the ground that plaintiff failed to 
identify affirmative misrepresentations and material omissions of fact in 
the Offering Circular.  The court relinquished jurisdiction over the 
remaining state law claims.  On December 14, 1995, plaintiff filed an 
appeal with the United States Court of Appeals for the Third Circuit (the 
"Court of Appeals").  Oral arguments were conducted on January 21, 
1997.  On February 2, 1997, the Court of Appeals affirmed the decision of 
the District Court.  On February 26, 1997, the plaintiff filed a motion for 
rehearing, which motion was denied on April 7, 1997.

The Company, Ryan Beck Financial Corp., a wholly-owned subsidiary of 
the Company, and a former account executive of the Company have been 
named as third-party defendants in Inrevco Associates v. BDO Seidman, et 
al., v. Ryan, Beck & Co., et al., Superior Court of New Jersey, Law 
Division, No. MRS-L-2961-94.  Inrevco is a New Jersey limited 
partnership.  Ryan, Beck Financial Corp. ("RBFC") is a special limited 
partner in the partnership and such former account executive is a limited 
partner.  The third-party complaint alleges that certain duties were owed to 
the partnership by the Company and RBFC.  The third-party plaintiffs 
allege that the Company and RBFC breached these duties and are liable to 
the third-party plaintiffs for contribution in the event the plaintiff prevails 
at trial.

On February 17, 1995, a motion to dismiss filed by the defendants was 
granted in favor of RBFC and the former account executive.  On March 9, 
1995, RBFC and the Company's former account executive were dismissed 
by order of the Court. On September 5, 1995, certain defendants filed a 
new third-party complaint seeking contribution from the Company, RBFC 
and certain present and former employees and officers of the Company as 
additional third-party defendants.  All of the claims asserted against the 
Company are for contribution.  On October 15, 1995, the Company, 
RBFC and all individual defendants named as third-party defendants in the 
litigation entered into a settlement agreement with Inrevco.  The terms of 
the settlement agreement include a provision for an automatic judgment 
reduction in the event any liability is apportioned against the Company, 
RBFC or any individual third-party defendant on the contribution claims.  
Pursuant to the settlement agreement, Inrevco has released the Company 
and RBFC from any liability in the suit. The Company is still named a 
third-party defendant in this action and, as such, will be required to 
participate in discovery and other pre-trial procedures with respect to the 
ongoing litigation. Discovery in this case is proceeding.  A case 
management conference was held before the Court on April 30, 1997.  
Trial is scheduled for September 1997.

On January 11, 1996, the Company gave notice to Municipal Square 
Associates ("Municipal Square"), its landlord, at 80 Main Street, West 
Orange, New Jersey that it had been constructively evicted as a result of 
Municipal Square's breaches of the lease in failing to provide adequate 
heating, air conditioning, security, janitorial and other services.  

On February 29, 1996, Municipal Square filed an action in which 
Municipal Square seeks a declaratory judgment that the lease is not 
terminated and alternatively, that the Company's January 11th notice had 
terminated the lease and triggered an early termination penalty of 
$375,000.  

The Company filed a counterclaim alleging that Municipal Square 
breached the lease by failing to provide services which Municipal Square 
was required to provide under the lease and alleging that Municipal 
Square's conduct constituted a constructive eviction of the Company.  

The parties have entered into a settlement agreement whereby the 
Company agrees to make certain payments  in settlement of all claims for 
termination of the Lease.  Such payments will not have a material adverse 
effect on the Company's financial condition or results of operations.

Item 2.  Changes in Securities

Not applicable.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Submissions of Matters to a Vote of Security Holders

Not applicable.

Item 5.  Other Materially Important Events

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K
	
(a)	Exhibits
Exhibit 27 - Financial Data Schedule

(b)	Reports of Form 8-K

The Company's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on January 15, 1997 is incorporated by reference 
herein.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant 
has caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.


RYAN, BECK & CO., INC.

By:/s/ Ben A. Plotkin
Ben A. Plotkin
President
(Principal Executive Officer)

/s/ Leonard J. Stanley
Leonard J. Stanley
Senior Vice President, Chief Financial 
and Administrative Officer
(Principal Financial and Accounting Officer)

Dated:
May 14, 1997



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</TABLE>