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 June 30, 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)	
		
22-1773796
(I.R.S. Employer Identification No.)

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

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  July 22, 1997 there were 3,205,604 shares of Common 
Stock, par value $. 10 per share, outstanding. 


PART I. 	FINANCIAL INFORMATION 

Item 1.  Financial Statements

The following consolidated financial statements of Ryan, Beck 
& Co., Inc. (the "Company") as of June 30, 1997 
and for the three and six months ended June 30, 1997 and 1996 
reflect all material 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 and six month periods 
ended June 30, 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>
	June 30, 	December 31,
	1997	1996
	(unaudited)
<S>	<C>	<C>
ASSETS
	Cash		$      291	$       13
	Cash segregated under federal and other regulations	
	23	17
	Receivable from:	
		Brokers and dealers 		417	25
		Accrued revenues		1,037	225
		Other		221	371
	Securities owned, at market value		25,587	33,789
	Prepaid income taxes		51	950
	Deferred income taxes		710	830
	Property and equipment, at cost, less accumulated
		depreciation and amortization		1,146
	371
	Other assets		        373	        356
	Total assets		$ 29,856 	$ 36,947

LIABILITIES AND STOCKHOLDERS' EQUITY
	Payable to clearing broker		$  8,583	$ 
15,375
	Securities sold, but not yet purchased, at market value	
	3,574	5,424
	Accrued employee compensation and benefits	
	2,833	2,249
	Accounts payable and other accrued expenses	
	2,054	2,192
	ESOP loan obligation		       469	       
538
	Total liabilities		  17,513	  25,778
 
Stockholders' equity:
	Preferred stock - $.10 par value
		Authorized: 2,000,000 shares
		Issued: 396,073 shares at June 30, 1997		
	
			and 397,948 shares at December 31, 1996	
	40	40
	Common stock - $. 10 par value
		Authorized: 30,000,000 shares
		Issued: 3,282,515 shares at June 30, 1997
			and 3,253,695 shares at December 31, 
1996		328	325
	Additional paid-in capital		11,948	11,875
	Retained earnings		1,319	246
	Treasury stock, at cost, 88,000 common shares at 
		June 30, 1997 and December 31, 1996	
	(624)	(624)
	Unearned compensation - restricted stock grants	
	(200)	(173)
	Unearned ESOP compensation		     (468)	     
(520)
	Total stockholders' equity		   12,343	   
11,169
	Total liabilities and stockholders' equity		$ 
29,856	$ 36,947

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

<TABLE>
RYAN, BECK & CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
<CAPTION>
	Three Months Ended 	Six Months Ended
 	June 30, 	June 30,
	1997	1996	1997	1996 	
<S>	<C>	<C>	<C>	<C>
Revenues:
	Principal transactions 		$3,564	$2,559	$7,438
	$4,776	
	Investment banking  		3,648	3,254	5,507
	8,362	
	Commissions  		1,110	1,133	2,264	2,226	
	Interest and dividends  		310	247	659
	604	
	Other  		     58	       5	      88	         5
	Total revenues 	 	 8,690	 7,198	15,956	15,973
	Interest expense 	 	143	   209	      347	      
450
	Net revenues 	 	   8,547	 6,989	15,609	15,523

Non-interest expenses:
	Compensation and benefits		4,704	4,223	9,291
	9,065	
	Communications  		479	380	849	735	
	Occupancy and equipment rental and depreciation  	
	310	294	545	534	
	Floor brokerage, exchange and clearance fees  	
	504	525	1,051	1,072
	Marketing and development expense  		196
	234	360	490	
	Professional fees 		441	340	757	578
	Other		    341	   302	    658	    561	
	Total non-interest expenses		 6,975	6,298	13,511
	13,035

Earnings before income taxes		1,572	691	2,098
	2,488

	Income tax expense		   644	   259	    739	    958
	
Net earnings		$  928	$  432	$1,359	$1,530
	
Earnings per common share:
	Primary 		$   .28	$   .12	$    .40	$   .45	
	Fully diluted 		$   .27 	$   .12	$    .39	$   .43
	
Cash dividends declared		$   .01	$   .05	$    .06	$   .10

Weighted average number of shares:
	Primary  		3,172	3,199	3,169	3,230	
	Fully diluted  		3,499	3,521	3,503	3,553

	
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>
Six months ended June 30, 1996

Balance at January 1, 1996	$327	$41	$12,049	$818
	$(401)	$(657)	$(91)	$12,086
Retirement of 19,393 shares of
    common stock	(2)	-	(127)	-	-	-
	129	-
Unearned compensation -
   restricted stock grants (17,857)	-	-	-	-
	(125)	-	-	(125)	
Amortization of restricted stock grants -
   unearned compensation	-	-	-	-	123
	-	-	123
Amortization of ESOP 
   unearned compensation	-	-	11	-	-
	84	-	95
Conversion of Preferred stock
   to Common stock (5,925 shares)	1	(1)	-	-
	-	-	-	-
Purchase of Treasury stock 
   (93,475 shares)	-	-	-	-	-	-
	(662)	(662)
Net Income	-	-	-	1,530	-	-	-
	1,530
Dividends declared:  Common stock	-	-	-
	(324)	-	-	-	(324)
                                  Preferred stock	       -	      -	           
-	    (100)	         -	         -	       -	     (100)

Balance at June 30, 1996	$ 326	$  40	$11,933	$ 1,924
	$ (403)	$ (573)	$(624)	$12,623


Six months ended June 30, 1997

Balance at January 1, 1997	$325	$40	$11,875	$246
	$(173)	$(520)	$(624)	$11,169
Cancellation of restricted stock grants
    (20,648 shares)	(2)	-	(109)	-	111	-
	-	-
Unearned compensation -
   restricted stock grants (30,350 shares)	3	-	98
	-	(159)	-	-	(58)	
Amortization of restricted stock grants -
   unearned compensation	-	-	-	-	45
	-	-	45
Forfeiture of restricted stock grants	-	-	-
	-	(24)	-	-	(24)
Amortization of ESOP 
   unearned compensation	-	-	-	-	-
	52	-	52
Issuance of 21,500 shares through	2	-	84	-
	-	-	-	86
    exercised stock options	
Net Income	-	-	-	1,359	-	-	-
	1,359
Dividends declared:  Common stock	-	-	-
	(190)	-	-	-	(190)
                                  Preferred stock	       -	      -	           
-	     (96)	         -	         -	       -	     (96)

Balance at June 30, 1997	$ 328	$  40	$11,948	$ 1,319
	$ (200)	$ (468)	$(624)	$12,343





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

<TABLE>
RYAN, BECK & CO., INC.  AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
(Unaudited)
<CAPTION>

		Six Months Ended
		June 30,
	1997		1996		
<S>	<C>	<C>
Cash flows from operating activities:
	Net income		$1,359	$1,530

	Non-cash items included in net income:
		Depreciation and amortization		149
	168
		Amortization of restricted stock grants	
	45	123
		Forfeiture of restricted stock grants	
	(24)	-
		Amortization of ESOP unearned compensation	
	52	95
		Deferred income taxes		120	(161)
		(Increase) decrease in operating assets
			Cash segregated under federal and other 
regulations		(6)	3
				Receivables - 
				Brokers and dealers		(392)
	908
				Accrued revenues		(812)
	(291)
				Other		150	128
		Securities owned, at market value		8,202
	10,139
		Prepaid income taxes		899	228
		Other assets		(17)	(187)

		Increase (decrease) in liabilities:
			Payables - 
				Payable to clearing broker	
	(6,792)	(10,108)
				Securities sold, but not yet 
purchased - 
				at market value		(1,850)
	(1,620)
				Accrued employee compensation 
and benefits		584	859
				Accounts payable and other 
accrued expenses		(138)	(92)
				Income taxes payable		        
-	    216

Net cash provided by operating activities		 1,529	 1,938

Cash flows from investing activities -
	Capital expenditures		$(924)	$(115)

Cash flows from financing activities:
	Common stock repurchased for restricted stock grants	
	(58)	(125)
	Principal payments of ESOP obligation 		(69)
	(69)
	Proceeds from the exercise of stock options	
	86	-
	Purchase of Treasury Stock		-	(662)
	Dividends paid: common		(190)	(324)
		                   preferred		   (96)	   (100)
	Net cash used in financing activities		  (327)
	(1,280)

Net increase in cash		278	543

Cash at beginning of period		     13	     71

Cash at end of period		$  291	$  614

Supplemental disclosures of cash flow information:
	Cash paid during the period for:
		Interest		$  392	$  449
		Income taxes		5	660

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

RYAN, BECK & CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1. 	In the opinion of management, the accompanying 
consolidated financial statements contain all adjustments 
necessary to present fairly the financial position of Ryan, Beck 
& Co., Inc., (the "Company") as of  June 30, 
1997, and the results of its operations and cash flows for the 
three and six month periods ended June 30, 
1997 and 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 
and six months periods ended June 30, 1997 are not 
necessarily indicative of the results to be expected for the entire 
fiscal year or any other period. 

2. 	Securities owned are stated at market value. Securities 
in the Company's trading accounts consist of the 
following:

<TABLE>
SECURITIES OWNED
<CAPTION> 
	
	June 30, 1997		December 31, 1996
	(unaudited)
		(In thousands)
<S>	<C>	<C>
	Debt Obligations
	State and municipalities		$12,591
	$17,962
	Corporations		1,045	5,195
	U.S. Government and agencies		881	2,035
	Corporate equity		11,045	8,572
	Other		        25	        25

	Total	$25,587	$33,789
</TABLE>

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 June 30, 1997 and 
December 31, 1996, the Company's net capital was 
approximately $5,480,000 and $3,534,000, respectively, 
which exceeded minimum net capital requirements by 
$4,480,000 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 and six months ended June 30, 1997, basic EPS and 
diluted EPS would have been $.28 and $.27  
and $.40 and $.39 respectively. For the three months ended 
June 30, 1996, both basic and diluted EPS 
would have been $.12, and for the six months ended June 30, 
1996 basic EPS would have been $.45 while 
diluted EPS would have been $.43.

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 $7,091,000, or 19.2%, to $29,856,000 
at June 30, 1997 from $36,947,000 at 
December 31, 1996.  The decrease in assets is primarily due to 
a decrease in securities owned of $8,202,000 
which was partially offset by an increase in property and 
equipment of $775,000. The securities inventory 
decreased due to a decrease in municipal and taxable fixed 
income securities of $5,372,000 and $5,304,000 
respectively, which was partially offset by an increase of 
$2,474,000 in 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. The increase in property and equipment is due to 
leasehold improvements and equipment for the new 
corporate headquarters in Livingston, New Jersey and to a 
lesser extent, leasehold improvements and equipment 
for the Shrewsbury, New Jersey office.  The Company opened 
the Shrewsbury office in March 1997 and 
anticipates moving its corporate headquarters in the third 
quarter of 1997.

b.  Results of Operations

Three Months Ended June 30, 1997 Compared With Three 
Months Ended June 30, 1996

Net income for the three months ended June 30, 1997 was 
$928,000 compared to $432,000 during the same 
period ending June 30, 1996.  On a fully diluted basis, earnings 
per share increased to $.27 per share for the 
three months ending June 30, 1997 from $.12 per share during 
the same period in 1996. 

Total revenues increased $1,492,000 or 20.7% to $8,690,000 in 
the three months ended June 30, 1997 from 
$7,198,000 in the three months ended June 30, 1996.

Revenues from principal transactions increased $1,005,000 or 
39.3% to $3,564,000 in the 1997 period from 
$2,559,000 for the 1996 period.  This increase can be attributed 
to an increase of $905,000 from trading equity 
securities and an increase of $174,000 from trading corporate 
debt securities.  The increase in revenue 
attributable to trading equity securities reflected a strong bank 
and thrift market as well as an increase in trading 
activity. 

Revenues from investment banking increased $394,000 or  
12.1% to $3,648,000 in the 1997 period from 
$3,254,000 for the 1996 period. This increase was primarily 
due to an increase in revenue from underwriting 
securities, financial institutions and municipal issues of 
$1,346,000 and $233,000 respectively.  This increase 
was partially offset by a decrease of $1,185,000 in revenue from 
consulting, placement and valuation fees. The 
increase in revenue from underwriting securities reflects the 
closing of a number of trust preferred issues for 
financial institutions seeking capital which closed in the three 
months ended June 30, 1997. The increase in 
revenue from underwriting tax-exempt debt securities reflects 
increased levels of issuance of new municipal 
securities. The decrease in consulting, placement and valuation 
fees during the second quarter of 1997 was due 
primarily to a reduction in revenues from thrift conversions 
and mutual holding company formations as well as 
a modest decline in revenues from merger and acquisition 
activities.

Commission revenue decreased $23,000 or  2.0 % to $1,110,000 
in the three months ended June 30, 1997 from 
$1,133,000 for the comparable period in 1996.  The decrease in 
revenue is due to a decrease in equity security 
commissions of $37,000 which was partially offset by an 
increase in mutual fund commissions of $11,000.

Revenue from interest and dividends increased $63,000 or 
25.5% to $310,000 in the three months ended June, 
1997 from $247,000 for the comparable period in 1996.  The 
increase in revenue from interest and dividends is 
partially due to dividends earned on trust preferreds held in 
inventory during the three months ended June 30, 
1997.
	
Total operating expenses increased $677,000 or 10.8% to 
$6,975,000 in 1997 from $6,298,000 in 1996.  This 
increase is primarily attributed to an increase in compensation 
and benefits of $481,000, an increase in 
communication expenses of $99,000 and an increase in 
professional fees of $101,000.  The increase in 
compensation and benefits is mainly attributable to an increase 
in commission expense attributed to increased 
trading volume and the sale of the trust preferred securities. 
The increase in communication expense is primarily 
attributed to increased telephone usage and quotation expense 
associated with the opening of the Shrewsbury 
office and an increase in the number of account executives.  
The increase in professional fees is mainly 
attributable to various costs associated with the Company's 
plan to move its headquarters and recruitment fees.

Income tax expense increased to $385,000 or 148.7% to 
$644,000 from $259,000 due to an increase in pretax 
income of $881,000 or 127.5%.

b.   Results of Operations

Six Months Ended June 30, 1997 Compared With Six Months 
Ended June 30, 1996

Net income for the six months ended June 30, 1997 was 
$1,359,000 compared to $1,530,000 during the same 
period ending June 30, 1996.  On a fully diluted basis, earnings 
per share decreased to $.39  per share for the six 
months ending June 30, 1997 from $.43 per share during the 
same period in 1996.  

Total revenues remained relatively stable at $15,956,000 for 
the six months ended June 30, 1997 as compared to 
$15,973,000 in the prior year period.

Revenues from principal transactions increased $2,662,000 or  
55.7% to $ 7,438,000 in the 1997 period from 
$4,776,000 for the six months ended June 30, 1996. This 
increase can be attributed to an increase of $2,348,000 
from trading equity securities and an increase of $174,000 
from trading corporate debt securities and an increase 
of $140,000 from trading tax-exempt securities.  The increase 
in revenues from trading equity securities 
reflected a strong bank and thrift market as many securities 
hit new highs during the first half of 1997.  The 
increase in revenue from trading tax-exempt and corporate 
securities was due to favorable market conditions 
and less volatility during the six months ended June 30, 1997.

Revenues from investment banking decreased $2,855,000 or  
34.1 % to $5,507,000 in the 1997 period from 
$8,362,000 for the comparable 1996 period. This was due to a 
$4,017,000 decrease in revenues related to 
consulting, placement and valuation fees, which was partially 
offset by an increase in revenue from 
underwriting securities of $1,027,000 and an increase in 
revenue from underwriting tax-exempt debt securities 
of $189,000.  The decrease in consulting, placement and 
valuation fees resulted from a decrease in both 
revenues related to thrift conversions and merger and 
acquisition advisory fees.  The decrease in consulting, 
placement and valuation fees during the first half of 1997 was 
primarily due to a reduction in revenues related to 
thrift conversions and mutual holding company formations, as 
well as a reduction of revenues related to merger 
and acquisition activities. The increase in underwriting 
securities is due to revenues earned from a number of 
trust preferred underwritings for financial institutions seeking 
additional capital as well as the closing of the 
fourth Ryan Beck Banking Opportunity Trust during the first 
half of 1997.  The Company expects 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 increase in 
revenue from underwriting tax-exempt debt securities reflects 
increased levels of issuance of new municipal 
securities.

Commission revenue increased $38,000 or  1.7% to $2,264,000 
in 1997 from $2,226,000 in 1996.  The increase 
in revenue includes an increase in mutual fund commissions of 
$62,000 which was partially offset by a decrease 
in equity security commissions of $24,000.

Revenue from interest and dividends increased $55,000 or  
9.1% to $ 659,000 in 1997 from $604,000 in 1996.  
The increase in revenue from interest and dividends is 
partially due to dividends earned on trust preferred 
securities held in inventory during the six months ended June 
30, 1997.

Total operating expenses increased $476,000 or 3.7% to 
$13,511,000 in 1997 from $13,035,000 in 1996.  This 
increase is primarily attributable to increases in compensation 
and benefits of $226,000, communication 
expenses of $114,000, professional fees of $179,000 and other 
operating expense of $97,000. Partially offsetting 
these increases was a decrease in marketing and development 
expenses of $130,000.  The increase in 
compensation and benefits is primarily due to an increase in 
commission expenses associated with the sales of 
the trust preferred underwritings and the sale of the fourth 
Ryan Beck Banking Opportunity Trust.  The increase 
in communication expense is primarily associated with 
increased quotation and telephone usage due to the 
operating of the Shrewsbury location and additional account 
executives. The increase in professional fees is due 
to various costs associated with the Company's plan to move its 
headquarters, fees associated with amending 
prior year's tax returns and recruitment fees.

Income tax expense decreased by $219,000 or 22.9% due to a 
decrease of pretax income of $390,000 and 
$111,000 of tax refunds from amending prior year's tax 
returns.

Liquidity and Capital Funds

As of June 30, 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 from its clearing broker at 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 June 30, 1997, the 
balance due to the clearing broker was approximately 
$8,583,000.

On June 11, 1997, the Company secured a commitment for a 
$2,000,000 loan facility to finance construction, 
leasehold improvements, furniture, and telephone and 
computer equipment for the Livingston and Shrewsbury 
offices. From the date of the loan through October 1, 1997, the 
Company may borrow at the prime rate of 
interest with repayment of interest only during this period. 
Subsequent to October 1, 1997, the then outstanding 
balance will be payable in 54 equal and consecutive monthly 
payments of principal together with interest fixed 
at a rate equal to the five-year treasury rate of interest plus 150 
basis points.  At June 30, 1997, there were no 
borrowings under this loan facility.

On June 11, 1997, the Company also 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 the Pershing division of Donaldson, Lufkin 
and Jenrette Corp. 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 June 30, 1997, there were no 
borrowings under this facility.

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 June 30, 1997.  For 
information concerning other possible 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.  This effectively 
ended the proceedings and, to the Company's 
knowledge, the plaintiffs have taken no further action to 
pursue their claim since the denial of the rehearing.

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 July 25, 
1997, the Company and the individual third party defendants 
filed a motion for summary judgment based on the 
existence of the settlement agreement with Inrevco.
	
Item 3.	Defaults Upon Senior Securities

Not applicable.

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

At the Company's Annual Meeting, held on May 14, 1997, the 
following directors were elected:
<TABLE>
ELECTION OF DIRECTORS
<CAPTION>
								
	Authority	Abstentions/
						  In Favor	
	Withheld	Broker Non-Votes
<S>	<C>	<C>	<C>
		Michael M. Horn		2,459,880	
	663,781		--
		Matthew R. Naula		2,467,944	
	648,826		--
		Ben A. Plotkin			2,467,944	
	648,826		--
</TABLE>

The following directors are continuing:

		Peter W. Rodino, Jr.
		Richard B. Neff
		Jack R. Rosenthal
		Fenwick H. Garvey

Fenwick Garvey subsequently resigned as a director on June 3, 
1997.

Item 5.	Other Information

Not applicable.

Item 6. 	Exhibits and Reports on Form 8-K
	
(a)	Exhibits
Exhibit 3(ii)  -  Amended and Restated By-Laws of Ryan, Beck 
& Co., Inc.
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 June 4, 
1997 is incorporated by reference herein.

The Company's Current Report on Form S-8 filed with the 
Securities and Exchange Commission on June 30, 
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 & CEO
(Principal Executive Officer)

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

Dated:
August  14, 1997

EXHIBIT 3(ii)

	AMENDED AND RESTATED

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

	As amended and restated June 18, 1997

	ARTICLE I

	OFFICES

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

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

	ARTICLE II
	SHAREHOLDERS

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

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

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


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

	ARTICLE III
	BOARD OF DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

	ARTICLE IV
	NOMINATIONS AND PROPOSALS

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

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

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

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

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

	ARTICLE V
	WAIVERS OF NOTICE

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

	ARTICLE VI
	OFFICERS

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

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

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

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

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

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

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

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

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

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

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

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

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

	ARTICLE VIII
	SHARE CERTIFICATES

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

2.	Lost Certificates. -- The Board of Directors may direct a 
new share certificate or certificates to be issued 
in place of any certificate or certificates previously issued by 
the Corporation and alleged to have been lost or 
destroyed, upon the making of an affidavit of that fact by the 
person claiming the certificate to be lost or 
destroyed.  When authorizing such issue of a new certificate or 
certificates, the Board of Directors may, in its 
discretion and as a condition precedent to the issuance thereof, 
require the owner of such lost or destroyed 
certificate or certificates, or his legal representative, to give the 
Corporation a bond in such sum as it may direct 
as indemnity against any claim that may be made against the 
Corporation with respect to the certificate alleged 
to have been lost or destroyed.

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

	ARTICLE IX
	LOANS TO OFFICERS OR EMPLOYEES

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