UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
(Name of Issuer)
BIO RESPONSE INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
090575101
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1. Names of Reporting Persons: Herzog, Heine, Geduld, Inc.
I.R.S. Identification Nos. Of above Persons (entities
only): #13-1955436
2. Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3. SEC use only ____________________________
4. Citizenship or place of organization: New York
Number of 5. Sole Voting Power: 504,556
Shares
Beneficially 6. Shared Voting Power: None
Owned by
Each 7. Sole Dispositive Power: 504,556
Reporting
Person With 8. Shared Dispositive Power: None
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
504,556
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares*
(Not Applicable)
11. Percent of Class Represented by Amount in Row 9: 5.498
12. Type of Reporting Person*: BD
Item 1(a) Name of Issuer
BIO RESPONSE INC. (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices
1978 W. WINTON AVENUE
HAYWARD, CA 94545
Item 2(a) Name of Person Filing
Herzog, Heine, Geduld, Inc. ("HHG")
Item 2(b) Address of Principal Business Office
525 Washington Blvd.
Jersey City, NJ 07310
Item 2(c) Citizenship
New York Corporation
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) Cusip Number
090575101
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES
13d-1(b) or 13d-2(b)
CHECK WHETHER THE PERSON FILING IS A:
This statement is filed by HHG, which is a broker-
dealer registered under Section 15 of the
Securities Exchange Act of 1934, as amended.
Item 4 Ownership
(a) as of December 31,1998 HHG owned 504,556
shares of Common Stock.
(b) HHG's Common Stock ownership as of December
31, 1998 represented 5.469% of the outstanding
Common Stock based upon the outstanding share
figure retrieved from Williams Act Report
and/or Company.
(C) HHG has sole power to vote and to dispose of
shares of Class A Common Stock.
<PAGE>
Item 5. Ownership of Five Percent or Less of A Class
(Not applicable)
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person
(Not applicable)
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
(Not applicable)
Item 8. Identification and Classification of Members of the
Group
(Not applicable)
Item 9. Notice of Dissolution of Group
(Not applicable)
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and behalf, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of and
do not have the effect of changing or influencing the
control of the issuer of such securities and were not
acquired in connection with or as a participant in
any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I Certify that the information set forth in this
statement is true, complete and correct.
HERZOG, HEINE, GEDULD, INC.
By: /s/ Alan DeLauro
__________________________
Alan DeLauro
Senior Vice President and
Director of Compliance
