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, 1998

                                       OR

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

 For the transition period from December 31, 1997 to March 31, 1998

Commission file number: 0-14684

                             RYAN, BECK & CO., INC.
             (Exact name of registrant as specified in its charter)

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

              220 South Orange Avenue, Livingston, New Jersey 07039
                    (Address of principal executive offices)

                                  973-597-6000
                           (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 April 30, 1998 there were  3,764,787  shares of Common Stock,  par value $.10
per share, outstanding.


<PAGE>


                             RYAN, BECK & CO., INC.

                                      INDEX


                                                                     Page Number

Part 1. Financial Information..................................................1

   Item 1. Financial Statements

           Consolidated Statements of Financial
           Condition as of March 31, 1998 and December 31, 1997................2

           Consolidated Statements of Income for
           the Three Months Ended March 31, 1998 and 1997 .....................3

           Consolidated Statements of Changes in Stockholders'
           Equity for the Three Months Ended March 31, 1998 and 1997...........4
           Consolidated Statements of Cash Flows
           for the Three Months Ended March 31, 1998 and 1997..............5 - 6

           Notes to Interim Consolidated Financial Statements...............7-8

   Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................9 - 12

Part II.  Other Information..............................................12 - 15

       Signatures.............................................................15

<PAGE>


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, 1998 and for the three months ended
March 31, 1998 and 1997 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, 1997 as filed with the Securities and Exchange Commission.

      The results of operations  for the three month period ended March 31, 1998
are not  necessarily  indicative  of the results to be  expected  for the entire
fiscal year or any other period.


<PAGE>

<TABLE>
<CAPTION>

                                          RYAN, BECK & CO., INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                             (In thousands, except share data)

                                                                            March 31,                December 31,
                                                                               1998                      1997
                                                                            (unaudited)
<S>                                                                       <C>                         <C>
ASSETS
Cash and cash equivalents............................................     $      335                  $   7,406
Cash segregated under federal and other regulations..................             11                          8
Receivable from:
 Clearing agent......................................................          5,016                          -
 Brokers and dealers.................................................            189                         52
 Accrued revenues....................................................            953                        216
 Other...............................................................            239                        366
Securities owned, at market value ...................................         25,683                     43,989
Deferred income taxes................................................          1,092                      1,056
Goodwill.............................................................          2,546                          -
Property and equipment, at cost, less
  accumulated depreciation and amortization..........................          2,879                      2,867
Other assets.........................................................          2,742                        632
                                                                          ----------                  ---------

Total assets ........................................................     $   41,685                  $  56,592
                                                                          ==========                  =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to clearing broker...........................................     $        -                  $  22,874
Securities sold, but not yet purchased, at market value..............          4,273                      3,120
Accrued employee compensation and benefits...........................          4,660                      3,381
Accounts payable and other accrued expenses .........................          3,071                      2,739
Bank note payable....................................................          1,815                      1,926
Income taxes payable.................................................            960                        891
                                                                          ----------                  ---------

Total liabilities....................................................         14,779                     34,931
                                                                          ----------                  ---------

Subordinated loan....................................................         10,000                      7,000
                                                                          ----------                  ---------

Stockholders' equity:
 Common stock - $.10 par value
     Authorized:  30,000,000 shares
     Issued:  3,850,475 shares at March 31, 1998
     and 3,676,691 shares at December 31, 1997.......................            385                        368
 Additional paid-in capital..........................................         12,478                     11,602
 Retained earnings...................................................          5,053                      3,724
 Treasury stock, at cost, 88,000 common shares
     at March 31, 1998 and December 31, 1997.........................           (624)                      (624)
 Unearned compensation - restricted stock grants.....................           (386)                      (409)
                                                                          ----------                 ---------- 
Total stockholders' equity...........................................         16,906                     14,661
                                                                          ----------                 ----------

Total liabilities and stockholders' equity ..........................     $   41,685                 $   56,592
                                                                          ==========                 ==========

</TABLE>

See accompanying notes to interim consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>
                                          RYAN, BECK & CO., INC. AND SUBSIDIARIES
                                             CONSOLIDATED STATEMENTS OF INCOME
                                           (In thousands, except per share data)
                                                        (Unaudited)

                                                                                         Three months ended
                                                                                  March 31,                 March 31,
                                                                                    1998                      1997
                                                                                    ----                      ----
<S>                                                                             <C>                          <C>
Revenues:
     Principal transactions...............................................      $    4,526                   $  3,875
     Investment banking...................................................           6,354                      1,859
     Commissions..........................................................           1,632                      1,154
     Interest and dividends...............................................             338                        349
     Other................................................................             197                         30
                                                                                ----------                   --------
     Total revenues.......................................................          13,047                      7,267
     Interest expense.....................................................             157                        204
                                                                                ----------                   --------
     Net revenues.........................................................          12,890                      7,063
                                                                                ----------                   --------

Non-interest expenses:
     Compensation and benefits............................................           7,898                      4,588
     Floor brokerage, exchange and clearance fees.........................             651                        547
     Communications.......................................................             482                        371
     Occupancy, equipment rental and depreciation.........................             421                        234
     Professional fees....................................................             408                        315
     Advertising and market development...................................             320                        163
     Other................................................................             469                        318
                                                                                ----------                  ---------
     Total non-interest expenses..........................................          10,649                      6,536
                                                                                ----------                  ---------

Income before provision for income taxes..................................           2,241                        527

     Provision for income taxes...........................................             876                         96
                                                                                ----------                  ---------

Net income................................................................      $    1,365                  $     431
                                                                                ==========                  =========

Earnings per common share
     Basic................................................................      $      .37                  $     .12
     Diluted..............................................................      $      .37                  $     .12

Cash dividends declared...................................................      $      .01                  $     .05

Weighted average number of shares
     Basic................................................................           3,652                      3,167
     Diluted..............................................................           3,674                      3,503


</TABLE>

See accompanying notes to interim consolidated financial statements.


<PAGE>


                     RYAN, BECK & CO., INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        (In thousands, except share data)
                                   (Unaudited)

<TABLE>
<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 (10,000 shares)  -        -          -          -          (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
                                        =====    =====    =======    =======     =======     ========     =======  ========


Three months ended March 31, 1998

Balance at January 1, 1998               $368  $     -    $11,602     $3,724      $ (409) $        -      $ (624)   $14,661
Issuance of 167,742 shares for
   acquisition of Cumberland
   Advisors, Inc.                          17        -        828          -           -           -           -        845
Unearned compensation - restricted
   stock grants (6,242 shares)              1        -         49          -         (50)          -           -          -
Amortization of restricted stock grants -
   unearned compensation                    -        -          -          -          73           -           -         73
Cancellation of restricted stock grants
   issued under Discretionary Incentive
   Bonus Program (200 shares)             (1)        -        (1)          -           -           -           -         (2)
Net Income                                  -        -          -      1,365           -           -           -      1,365
Cash dividends declared:  common            -        -          -        (36)          -           -           -        (36)
                                       ------ --------    -------   --------     -------   ----------     ------   --------

Balance at March 31, 1998              $  385 $      -    $12,478   $  5,053     $ (386)   $       -      $ (624)   $16,906
                                       ====== ========    =======   ========     =======   ==========     ======   =======


</TABLE>

See accompanying notes to interim consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>

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


                                                                                              Three months ended
                                                                                     March 31,                 March 31,
                                                                                        1998                     1997
                                                                                        ----                     ----
<S>                                                                                     <C>                  <C>
Cash flows from operating activities:
     Net income.................................................................        $ 1,365              $    431

     Non-cash items included in net income:
           Goodwill amortization................................................             14                     -
           Depreciation and amortization........................................            154                    57
           Amortization of restricted stock grants..............................             73                    22
           Forfeiture of restricted stock grants................................             (2)                  (23)
           Amortization of ESOP unearned compensation...........................              -                    26
           Deferred income taxes................................................            (36)                  (33)
      (Increase) decrease in operating assets:
           Cash segregated under federal and other regulations..................             (3)                   (8)
                Receivables:
                   Clearing agent...............................................         (5,016)                    -
                   Brokers and dealers .........................................           (137)                 (130)
                   Accrued revenues.............................................           (737)                  (26)
                   Other........................................................            127                   188
           Securities owned, at market value....................................         18,306                 8,215
           Prepaid income taxes.................................................              -                   386
           Other assets.........................................................         (2,110)                  (35)

      Increase (decrease) in operating liabilities:
                   Payable to clearing broker...................................        (22,874)               (4,012)
                   Securities sold, but not yet purchased,
                   at market value..............................................          1,153                (3,374)
                   Accrued employee compensation and benefits...................          1,167                  (314)
                   Accounts payable and other accrued expenses..................            444                  (658)
                   Income taxes payable.........................................             69                     -
                                                                                      ---------           -----------

Net cash provided by (used in) operating activities.............................         (8,043)                  712
                                                                                      ----------          -----------
</TABLE>

<PAGE>


<TABLE>

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


                                                                                           Three months ended
                                                                                   March 31,                  March 31,
                                                                                      1998                      1997
                                                                                      ----                      ----
<S>                                                                                  <C>                     <C>
Cash flows from investing activities:
     Capital expenditures, net..................................................         (166)                    (302)
     Goodwill from acquisition of
           Cumberland Advisors, Inc...............................................     (1,715)                       -
                                                                                     ---------               ---------
                                                                                       (1,881)                    (302)

Cash flows from financing activities:
     Proceeds from subordinated loan............................................       10,000                        -
     Principal repayments of subordinated loan..................................       (7,000)                       -
     Principal repayments of bank note payable..................................         (111)                       -
     Common stock repurchased for restricted stock grants.......................            -                      (40)
     Principal payments of ESOP obligation .....................................            -                      (35)
     Dividends paid:  common....................................................          (36)                    (158)
                      preferred.................................................            -                      (48)
                                                                                     --------                ---------
     Net cash provided by (used in) financing activities........................        2,853                     (281)
                                                                                     --------                ---------

Net increase (decrease) in cash.................................................       (7,071)                     129

Cash and cash equivalents at beginning of period................................        7,406                       13
                                                                                     --------               ----------

Cash and cash equivalents at end of period......................................     $    335                 $    142
                                                                                     ========                 ========

Supplemental disclosures of cash flow information: Cash paid during quarter for:
         Interest...............................................................     $    217                 $   236
         Income taxes...........................................................          844                       5
         Issuance of 167,742 shares for Cumberland Advisors, Inc................          845                       -

</TABLE>

See accompanying notes to interim consolidated financial statements.


<PAGE>


                     RYAN, BECK & CO., INC. AND SUBSIDIARIES
               NOTES TO INTERIM 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, 1998,  and the results of its  operations  and cash flows for the
     three months ended March 31, 1998 and 1997. 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,  1997.  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, 1998 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,                  December 31,
                                                            1998                     1997
                                                       (unaudited)
                                                                      (In thousands)
         <S>                                               <C>                           <C>
         Debt obligations:
              States and municipalities................... $      11,029                  $      32,549
              Corporations................................         1,376                          1,368
              U.S. Government and agencies................           374                            372
         Corporate equity.................................        12,879                          9,675
         Other............................................            25                             25
                                                           -------------                  -------------

         Total............................................ $      25,683                  $      43,989
                                                           =============                  =============

</TABLE>

3.   Other assets  includes an investment made on January 28, 1998 of $1,861,000
     in  8%  Cumulative  Convertible  Preferred  Stock  of a  New  Jersey  based
     financial  institution  specializing  in mortgage  servicing.  The carrying
     value of this investment approximates fair value.

4.   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,
     1998 and December 31, 1997,  the  Company's  net capital was  approximately
     $14,591,000  and  $13,443,000,  respectively,  which  exceeded  minimum net
     capital requirements by $13,591,000 and $12,443,000 respectively.


5.   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).  The retention  pool will be allocated to
     key employees of the Company and the allocated  shares will be  distributed
     after four years to an  employee  who  remains  with the  Company  for that
     period (subject to certain exceptions).

     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.

     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  2,  1998,  the  Company  repaid  the   outstanding   temporary
     subordinated loan obligation of $7,000,000.  On March 30, 1998, the Company
     borrowed  $10,000,000 via a three year  subordinated loan from BankAtlantic
     Bancorp at the prime rate.

6.   Recent Accounting Pronouncements

     Employers' Disclosures about Pensions and Other Postretirement Benefits

     In February  1998,  the FASB  released  Statement of  Financial  Accounting
     Standards ("SFAS") No. 132, Employers' Disclosures about Pensions and Other
     Postretirement  Benefits,  which revises and standardizes pension and other
     benefit  plan  disclosures  that  are  to be  included  in  the  employer's
     financial  statements.   SFAS  132  does  not  change  the  measurement  or
     recognition rules for pensions or other postretirement  benefit plans. SFAS
     132 will be effective for fiscal years  beginning  after December 15, 1997,
     with earlier application  encouraged.  Restatement of disclosures for prior
     periods  provided for  comparative  purposes  would be required  unless the
     information  is  not  readily  available.   It  is  anticipated  that  this
     pronouncement would not have a material effect on the Company.


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

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.

      a.      Statement of Financial Condition

      Total assets  decreased by $14,907,000  or 26.3%,  to $41,685,000 at March
31,  1998 from  $56,592,000  at December  31,  1997.  The  decrease in assets is
primarily due to a decrease in securities owned of $16,445,000 and cash and cash
equivalents of $7,071,000.  Partially offsetting these decreases was an increase
in the amount due from the clearing agent of $5,016,000  and the  recognition of
goodwill (before  amortization) of $2,560,000 with respect to the acquisition of
Cumberland  Advisors.  The securities  inventory  decreased due to a decrease in
municipal  securities of $21,520,000,  which was partially offset by an increase
of  $5,065,000  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 of  $22,874,000.  The
cash and cash equivalents balance at December 31, 1997 included $7,000,000 which
was held in a short  term  money  market  fund and these  proceeds  were used to
retire on January 2, 1998 a $7,000,000 temporary subordinated loan. On March 30,
1998, the Company borrowed  $10,000,000 via a three year  subordinated loan from
BankAtlantic  Bancorp at the prime rate.  The  proceeds of the loan were used to
payoff the  outstanding  balance due to the  clearing  broker and the  remaining
portion of these loan  proceeds  were  invested  with the clearing  broker.  The
recognition of goodwill of $2,560,000 resulted from the Company's acquisition of
Cumberland  Advisors on February 27, 1998, a New Jersey based money manager with
approximately $400 million under management.

      b.      Results of Operations

              Three Months Ended March 31, 1998
              Compared With Three Months Ended March 31, 1997

      Net  income  for the three  months  ended  March 31,  1998 was  $1,365,000
compared to $431,000 during the three month period ended March 31, 1997. Diluted
earnings  per share  increased  208.3%  to $.37 per  share for the three  months
ending March 31, 1998 from $.12 per share during the same period in 1997.

      Revenues

      Total revenues increased $5,780,000, or 79.5%, to $13,047,000 in the three
months ended March 31, 1998 from $7,267,000 in the prior year period.

      Revenues from Principal Transactions

      Revenues from principal  transactions  increased  $651,000,  or 16.8%,  to
$4,526,000  in the three  months  ended  March 31, 1998 from  $3,875,000  in the
comparable  period  in 1997.  This  increase  is the  result of an  increase  of
$767,000 from trading equity  securities and an increase of $82,000 from trading
taxable  securities,  which was  partially  offset  by a  decrease  in  revenues
attributed  to  tax-exempt  securities  of  $197,000.  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
1998 as well as an increase in trading  activity  and a larger size sales force.
The decrease in revenues attributable to trading tax-exempt securities reflected
strong  demand for new  municipal  issues and these  revenues  are  included  in
investment banking revenues.

      Interest Rate Risk Management

      Interest  rate risk arises from the  possibility  that changes in interest
rates will affect the value of the Company's  fixed income trading  instruments.
The Company will  occasionally  utilize a hedging  strategy in its  fixed-income
trading  activities as part of an overall plan to manage interest rate risk. The
Company will  occasionally  sell short positions in U.S.  Treasury futures in an
effort  to  manage  its  interest  rate  risk and  protect  the  profit  margins
associated  with  the  trading  of  its  fixed-income  securities.  These  short
positions expose the Company to off-balance-sheet risk of loss in the event that
the changes in interest rates, and thus the value of the futures  contracts,  do
not  closely   correlate  with  the  changes  in  the  value  of  the  Company's
fixed-income securities inventory. Gains and losses on the futures contracts are
recognized  currently in principal  transaction  revenue. At March 31, 1998, the
notional  value  of open  commitments  under  financial  futures  contracts  was
$1,000,000 with a negligible fair value liability.

      Revenues from Investment Banking

      Revenues from investment banking services increased $4,495,000, or 241.8%,
to  $6,354,000  in the three months ended March 31, 1998 from  $1,859,000 in the
comparable  period in 1997.  This  increase was due to a $2,613,000  increase in
revenues  related to  consulting,  placement and valuation  fees, an increase in
revenue from  underwriting  equity  securities of $1,460,000  and an increase in
revenue from underwriting  tax-exempt debt securities of $422,000.  The increase
in  consulting,  placement and valuation  fees resulted from an increase in both
revenues related to thrift  conversions,  mutual holding company  formations and
merger and acquisition advisory fees. The increase in consulting,  placement and
valuation  revenues  during the first quarter of 1998 was primarily due to three
thrift  conversions or mutual  holding  company  formations  which closed in the
first  quarter of 1998 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 1998 as a result of a general
increase in the Company's  merger and  acquisition  advisory  work.  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  increase  in  revenue  from
underwriting  equity  securities  is due to the closings of two trust  preferred
issues for financial institutions seeking additional capital for growth purposes
which closed in the first  quarter of 1998,  as well as the closing of the Ryan,
Beck Banking and Insurance  Opportunity Trust,  Series 6 as compared to revenues
from the Ryan, Beck Banking  Opportunity Trust, Series 4 in the first quarter of
1997.  The  increase in revenue from  underwriting  tax-exempt  debt  securities
reflects  increased  levels of issuance of new  municipal  securities.  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.

      Commission Income

      Commission  revenue  increased  $478,000,  or 41.4%, to $1,632,000 for the
quarter ended March 31, 1998 from  $1,154,000 in the comparable  period in 1997.
The  increase in  commission  revenue  includes  an increase in equity  security
commissions of $278,000 and an increase in mutual fund  commissions of $185,000.
This increase is reflective of continued strong demand for equity securities and
mutual  funds,  as well as a  larger  sales  force.  Additionally,  the  Company
continues to establish  strategic  alliances with mutual fund sponsors which has
resulted in a larger selection of mutual funds for its customers.

Expenses

      Interest Expense

      Interest expense decreased  $47,000,  or 23.0% to $157,000 for the quarter
ended  March 31,  1998 from  $204,000  in the  comparable  period in 1997.  This
decrease reflects lower average borrowings from the Company's clearing broker.

      Non-interest Expense

      Total non-interest expenses increased $4,113,000, or 62.9%, to $10,649,000
for the quarter ended March 31, 1998 from $6,536,000 in the comparable period in
1997. This increase is primarily attributable to an increase in compensation and
benefits of $3,310,000,  an increase of $187,000 in occupancy,  equipment rental
and depreciation,  a $157,000 increase in advertising and market development and
a $151,000 increase in other expenses.  In addition,  communication  expense and
floor brokerage, exchange and clearance fees increased by $111,000 and $104,000,
respectively.  The increase in compensation and benefits is mainly  attributable
to an increase in incentive accruals,  which reflect the Company's first quarter
1998  performance  and  commission  expense of  $1,058,000  which was  primarily
associated with the sale of the two equity underwritings and the Unit Investment
Trust. In addition,  the increase in compensation and benefits was partly due to
an increase in salary expense which reflected merit increases and an increase in
staffing levels, as well as an additional charge of $341,000 for post-retirement
benefits.  The increase in occupancy and equipment  expense is due to additional
depreciation  of leasehold  improvements  and  equipment and rent expense at the
Livingston,  Shrewsbury and Chicago  locations.  The increase in advertising and
market  development  expense is primarily  due to an increase in printing  costs
associated with an increase in the number of financial  institutions followed by
the research  department and additional costs associated with a new and expanded
advertising campaign.  The increase in other expenses is due to additional costs
associated with computer related costs,  goodwill  amortization and professional
membership  fees.  The increase in  communication  expense is due to  additional
quotation  and  telephone  expenses  associated  with a larger sales force.  The
increase in floor  brokerage,  exchange and clearance fees is due to an increase
in trade volume.

      Income tax expense increased $780,000, or 812.5%, to $876,000 from $96,000
due to an increase  of pretax  income of  $1,714,000  and the receipt of $89,000
representing  income tax refunds from  amending  prior years' tax returns in the
first quarter of last year.

Liquidity and Capital Funds

      As of March 31, 1998,  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, 1998, there
were no borrowings under this facility.

      On March 30,  1998,  the  Company  borrowed  $10,000,000  via a three year
subordinated  loan from  BankAtlantic  Bancorp Inc. at the prime rate. This loan
qualifies as net capital under the Securities and Exchange  Commission's ("SEC")
Rule 15c3-1 and is included in net capital at March 31, 1998.

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,  1998.  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, 1997.

      Due to various factors  including but not limited to competition,  current
market conditions, legal and regulatory developments,  and the timing of certain
investment banking  transactions,  the Company's earnings can vary significantly
from year to year. Although the Company believes it has meritorious  defenses to
all current legal actions it is possible that a settlement or an adverse outcome
during a period with lower earnings could be considered material relative to the
income in such a period.  The Company is unable to estimate these  amounts.  The
Company  continues to believe the outcome of any litigation would not materially
adversely affect the financial condition of the Company.

      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 11, 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  l0b-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  entered  into an agency  agreement  with  Northwest  in which
Northwest agreed to defend and indemnify the Company.  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 2.     Recent Sales of Unregistered Securities

      During  the  three  month  period   ended  March  31,  1998,   as  partial
consideration  to purchase  Cumberland  Advisors,  the Company issued a total of
167,742  shares of Common Stock which were not  registered  under the Securities
Act of 1933,  as amended (the  "Securities  Act") on February  27,  1998.  These
shares were issued without  registration under the Securities Act in reliance on
the exemption provided by Section 4(2) of the Securities Act.

      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 2 - Plan of Reorganization  [incorporated by reference
                  to  Exhibits  99(c)  and  99(d)  Acquisition   Agreement  with
                  Exhibits and Merger Agreement  (Cumberland)  without Exhibits,
                  respectively]  of the  Company's  Report  on Form 8-K filed on
                  February 17, 1998.

                  Exhibit 27 - Financial Data Schedule

      (b)         Reports on Form 8-K

                  The Company filed a report on Form 8-K with the Securities and
                  Exchange  Commission  on  February  17,  1998  to  report  the
                  Company's   announcement   of  a   strategic   alliance   with
                  BankAtlantic   Bancorp  and  the  Company's   acquisition   of
                  Cumberland Advisors.




                                   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:  BEN A. PLOTKIN
---------------------
  Ben A. Plotkin
  President and Chief Executive Officer
 (Principal Executive Officer)

By: LEONARD J. STANLEY
----------------------
Leonard J. Stanley
Senior Vice President, Chief Financial
and Administrative Officer
(Principal Financial and Accounting Officer)

Dated:
May 15, 1998