RYAN BECK & CO INC
10-Q, 1996-05-14
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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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, 1996

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                                        22-1773796
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     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 May 13, 1996 there were 3,254,877 shares of Common Stock, par value
$. 10 per share, outstanding.
                                   
                                   
Part 1.   Financial Information

Item 1.   Financial Statements

The  following consolidated financial statements of Ryan, Beck &  Co.,
Inc.  (the  "Company") as of March 31, 1996 and for the  three  months
ended  March  31, 1996 and March 31, 1995 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,  1995  as
filed with the Securities and Exchange Commission.

The results of operations for the three month period ended March 31,
1996 are not necessarily indicative of the results to be expected for
the entire fiscal year or any other period.


<TABLE>
RYAN, BECK & CO., INC.  AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except per share data)
<CAPTION>
                                              March 31,   December 31,
                                                 1996        1995
                                             (unaudited)
<S>                                           <C>          <C>
ASSETS
  Cash                                       $      231$        71
  Cash segregated under federal and other regulations           11
11
  Receivable from:
     Brokers and dealers                            31         909
     Accrued revenues                              102         110
     Other                                         254         302
  Securities owned, at market value             36,611      34,698
  Prepaid income taxes                               -         228
  Deferred income taxes                            506         634
  Property and equipment, at cost, less accumulated
     depreciation and amortization                 704         703
  Other assets                                      472        460
  Total assets                                $ 38,922    $ 38,126

LIABILITIES AND STOCKHOLDERS' EQUITY
  Payable to clearing broker                  $ 13,842    $ 16,180
  Securities sold, but not yet purchased, at market value
7,017                                        5,809
  Accrued employee compensation and benefits     2,392       1,698
  Accounts payable and other accrued expenses                1,960
1,678
  Income taxes payable                             319           -
  ESOP loan obligation                              640        675
  Total liabilities                             26,170      26,040

Stockholders' equity:
  Preferred stock - $.10 par value
     Authorized - 2,000,000 shares
     Issued and outstanding - 408,180 shares March 31, 1996
          and 410,855 shares December 31, 1995                  41
41
  Common stock - $. 10 par value
     Authorized - 30,000,000 shares
     Issued and outstanding - 3,253,302 shares March 31, 1996
          and 3,270,092 shares December 31, 1995               325
327
  Additional paid-in capital                     11,928     12,049
  Retained earnings                               1,698        818
  Treasury Stock, at cost, 22,000 common shares March 31, 1996
          and 13,618 common shares December 31, 1995         (160)
(91)
  Unearned compensation - restricted stock grants            (465)
(401)
  Unearned ESOP compensation                      (615)      (657)
  Total stockholders' equity                     12,752     12,086
  Total liabilities and stockholders' equity   $ 38,922   $ 38,126
See accompanying notes to consolidated financial statements.
</TABLE>


<TABLE>
RYAN, BECK & CO., INC.  AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(UNAUDITED)
<CAPTION>
                                               Three months ended
                                           March 31,      March 31,
                                              1996           1995
<S>                                          <C>            <C>
Revenues:
  Principal transactions                     $  2,218      $ 3,278
  Commissions                                 1,094            533
  Investment banking                          5,107          1,433
  Interest and dividends                        357            239
  Other                                             (1)         50
     Total revenues                             8,775        5,533

Operating expenses:
  Compensation and benefits                   4,842          3,678
  Communications                                355            295
  Occupancy and equipment rental and depreciation              241    231
  Floor brokerage, exchange and clearance fees                 547    382
  Interest                                      241             58
  Other                                            753         602
     Total operating expenses                   6,979        5,246

Income before provision for income taxes      1,796            287
Provision for income taxes                         698         100
Net income                                   $ 1,098       $   187

Earnings per common share
  Primary                                    $  0.32        $  0.05<F1>
  Fully Diluted                              $  0.31        $  0.05<F1>

Weighted average number of shares
  Primary                                     3,255       3,239<F1>
  Fully Diluted                               3,580    3,577<F1>

<FN>
<F1>
Restated to reflect a 5% stock dividend declared on January 26, 1996.
</FN>
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)
<CAPTION>
                                                UnearnedUnearned    Total
                                Additional    CompensationESOP      Stock-
                       CommonPreferred  Paid-in  RetainedRestricted   Co
mpen-                 Treasuryholders'
                       Stock StockCapital EarningsStock Grants sationStock
Equity

Three Months Ended March 31, 1995
<S>                   <C>   <C>   <C>    <C>    <C>    <C>    <C>  <C>
Balance at January 1, 1995$308$  44$10,907$2,547$(488)$(837)$     -$12,481
Unearned compensation -
   restricted stock grants-     -      -     -   (116)     -     -  (116)
Amortization of restricted stock grants -
    unearned compensation -     -      -     -      52     -     -     52
Amoritization of ESOP
    unearned compensation -     -      4     -       -    60     -     64
Conversion of preferred stock to
     common stock (7,100 shares)1      -     -       -     -   (1)      -
- -
Net income                -     -      -   187       -     -     -    187
Dividends declared:  Common stock         -             -           -   (
1,140)                    -        -    -(1,140)
                                 Preferred stock      -      -           -
(47)                      -         -     -      (47)

Balance at March 31, 1995$309$ 44$10,911$1,547  $(552)$(778)$    -$11,481


Three months ended March 31, 1996

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

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


<TABLE>
RYAN, BECK & CO., INC.  AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(In Thousands) (UNAUDITED)
<CAPTION>

                                                   Three months ended
                                              March 31,     March 31,
                                                 1996          1995
<S>                                                          <C>  <C>
Cash flows from operating activities:
  Net income                                   $1,098         $187

  Adjustments to reconcile net income to net cash provided
  by operating activities:
      Depreciation and amortization                78           59
      Amortization of restricted stock grants                   61
52
      Amortization of ESOP unearned compensation                48
60
      Deferred income taxes                       128         (64)
      (Increase) decrease in assets:
        Receivables -
          Customers                                 -           20
          Brokers, dealers and clearing organizations
878   (168)
          Accrued revenues                          8        (134)
          Other                                    48          262
      Securities owned, at market value       (1,913)        3,212
      Prepaid income taxes                        228            -
      Other assets                               (12)         (19)

      Increase (decrease) in liabilities:
        Payables -
          Payable to clearing broker          (2,338)        (165)
          Securities sold, but not yet purchased -
          at market value                       1,208          148
          Accrued employee compensation and benefits           694
(318)
          Accounts payable and other accrued expenses
282   97
          Income taxes payable                    319      (1,373)

Total adjustments                               (283)        1,669

Net cash provided by operating activities         815        1,856

Cash flows from investing activities:
  Capital expenditures                       $   (79)      $ (255)

Cash flows from financing activities:
  Common stock repurchased for restricted stock grants
(125)                                            (116)
  Principal payments of ESOP obligation         (35)          (87)
  Purchase of Treasury Stock                   (198)             -
  Dividends paid
     Common                                    (164)       (1,140)
     Preferred                                  (54)          (43)

  Net cash (used) in financing activities       (576)      (1,386)

Net increase in cash                             160           215

Cash at beginning of period                         71          64

Cash at end of period                        $   231       $   279

Supplemental disclosures of cash flow information:
  Cash paid during quarter for:
     Interest                                $   265      $     58
     Income taxes                                 15         1,582


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


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

1.In   the   opinion   of   management,   the   accompanying   consolidated
  financial  statements  contain  all  adjustments  necessary  to   present
  fairly   the  financial  position  of  Ryan,  Beck  &  Co.,   Inc.   (the
  "Company")  as  of  March  31, 1996, and the results  of  its  operations
  and  cash  flows  for  the three months ended March 31,  1996  and  March
  31,   1995.    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,  1995.   Certain  reclassifications have been made  to  prior  years'
  financial statements to conform to the current year's presentation.

2.The  results  of  operations for the three months ended  March  31,  1996
  are  not  necessarily  indicative  of the  results  to  be  expected  for
  the entire fiscal year or any other period.

3.Securities  owned  are  reflected at market  value.   Securities  in  the
  Company's trading account consist of the following:

<TABLE>
                                           March 31,    December 31
                                              1996          1995
                                          (unaudited)
                                                (In thousands)
<S>                                          <C>           <C>
State and municipal debt                  $  21,606      $ 19,400
Corporate debt                                1,980         1,833
Corporate equity                             11,713        13,130
U.S. Government and Agency debt               1,287           310
Other                                             25           25

Total                                     $  36,611      $ 34,698
</TABLE>

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,
   1996   and   December   31,  1995,  the  Company's   net   capital   was
   approximately    $6,676,000   and   $5,663,000,   respectively,    which
   exceeded   minimum   net  capital  requirements   by    $5,676,000   and
   $4,663,000 respectively.

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

a. Results of Operations

Three Months Ended March 31, 1996 Compared With Three Months Ended
March 31, 1995

Net  income  for  the  three months ended March 31, 1996  was  $  1,098,000
compared  to  $187,000 during the same period ending  March  31,  1995.  On
a  fully  diluted  basis, earnings per share increased to  $.31  per  share
for  the  three  months ending March 31, 1996 from $.05  per  share  during
the same period in 1995.

Total  revenues  increased  $  3,243,000 or  58.6%  to  $8,775,000  in  the
three  months  ended  March  31, 1996 from $5,533,000  in  the  prior  year
period.

Revenues  from  principal transactions decreased $ 1,060,000  or  32.3%  to
$2,218,000  in  the  three months ended March 31, 1996 from  $3,278,000  in
the  comparable  period  in 1995.  This decrease can  be  attributed  to  a
decrease  of  $338,000  from  trading  corporate  debt  securities  and   a
decrease   of   $867,000   from  trading  tax-exempt   securities.    These
decreases  are  partially offset by an increase of  $145,000  from  trading
equity  securities.   The  decrease  in revenues  attributable  to  trading
corporate  debt  securities  and tax-exempt  securities  reflected  a  weak
bond  market  due  to a precipitous rise in interest rates.   The  increase
in   revenues   attributable   to  trading  equity   securities   reflected
favorable   market   conditions,  larger   inventory   positions   and   an
increase in trading activity.

Revenues   from   investment  banking  services  increased  $3,674,000   or
256.4%  to  $5,107,000  in  the three months  ended  March  31,  1996  from
$1,433,000  in  the  comparable  period  in  1995.   This  was  due  to   a
$2,006,000  increase  in  revenues related  to  consulting,  placement  and
valuation  fees,  an  increase  in  revenue  from  underwriting  tax-exempt
debt   securities   of   $83,000   and  an   increase   in   revenue   from
underwriting   equity   securities  of   $1,585,000.    The   increase   in
consulting,  placement  and valuation fees resulted  from  an  increase  in
both  revenues  related  to thrift conversions and merger  and  acquisition
advisory   fees.   The  increase  in  revenues  during  1996  from   thrift
conversions  resulted  from  the larger size transactions  closing  in  the
first   quarter  of  1996  as  compared  to  the  first  quarter  of  1995.
Additionally,  fee  income  from merger and acquisition  advisory  services
was  significantly higher during the first quarter of  1996.   This  was  a
result  of  the  closing of a large merger and acquisition  transaction  in
the   first   quarter   of  1996.   There  is  expected   to   be   greater
uncertainty  in  the  future  with  respect  to  revenues  resulting   from
thrift  conversions  and  mutual  holding  company  formations  because  of
increased  competition  and  a  smaller universe  of  mutual  institutions.
The  increase  in  revenue from underwriting equity securities  is  due  to
the  closing  of  an  underwriting  for  a  financial  institution  seeking
additional  capital  for growth purposes as well  as  the  closing  of  the
third  Ryan  Beck  Banking  Opportunity Trust.   The  increase  in  revenue
from  underwriting  tax-exempt debt securities  reflects  increased  levels
of issuance of new municipal securities.

Commission  revenue  increased $561,000 or 105.3%  to  $1,094,000  for  the
quarter  ended  March  31, 1996 from $533,000 in the comparable  period  in
1995.   The  increase  in revenue includes an increase in  equity  security
commissions  of  $376,000  and an increase in mutual  fund  commissions  of
$185,000   and   is  mainly  attributable  to  increased   retail   trading
activity  and  higher  mutual  fund sales due to  greater  investor  demand
and selection of mutual funds.

Revenue  from  interest  and  dividends  increased  $119,000  or  50.0%  to
$357,000  for  the  quarter  ended March 31,  1996  from  $239,000  in  the
comparable  period  in  1995.   This  income  is  a  result  of   increased
average  levels  of  inventory carried during the  first  quarter  of  1996
as compared to the first quarter of 1995.

Total  operating  expenses  increased $1,733,000  or  33.1%  to  $6,979,000
for  the  quarter  ended March 31, 1996 from $5,246,000 in  the  comparable
period   in   1995.   This  increase  is  primarily  attributable   to   an
increase   in  compensation  and  benefits  of  $1,164,000  or  31.6%,   an
increase  in  floor  brokerage, exchange and  clearance  fees  of  $165,000
or  43.2%,  an  increase  in interest expense of $184,000  or  322.8%,  and
an  increase  in  other  expenses of $151,000 or 25.1%.   The  increase  in
compensation  and  benefits  is  consistent  with  higher  revenues  during
the  first  quarter  of  1996.  The increase in floor  brokerage,  exchange
and  clearance  fees  is  a result of an increase in  trade  volume  during
the  first  quarter  of  1996  as  compared  with  1995.  The  increase  in
interest   expense   reflects  the  costs  to  carry   higher   levels   of
inventory  that  the  Company maintained in the first quarter  of  1996  as
compared  to  1995.   The  increase  in  other  operating  expenses  is   a
result of an increase in professional fees.

Liquidity and Capital Funds

As   of   March   31,  1996,  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  150  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.

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,
1996.    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, 1995.

      On  December  13,  1991, an action was filed  in  the  United  States
District   Court  for  the  District  of  New  Jersey  under  the   caption
Schiffli  Embroidery Workers Pension Fund v. Ryan, Beck  &  Co.,  Inc.,  et
al  (Civ.  Act.  No. 91-5433) ("Schiffli") alleging that  the  Company  and
one  of  its  former  account  executives  had  engaged  in  violations  of
federal  securities  laws,  the  Employee Retirement  Income  Security  Act
("ERISA"),   the   Racketeering  Influenced  and  Corrupt   Practices   Act
("RICO"),   and  various  common  law  claims  in   connection   with   the
purchase  of  securities.   The  plaintiff seeks  compensatory  damages  in
excess   of   $1,400,000,  punitive  damages,  treble  damages,   interest,
attorneys'  fees  and  expenses and have submitted a  preliminary  expert's
report  alleging  damages  in  excess  of  $2,000,000.   On  February   20,
1992,  the  Company  filed a Motion to Dismiss and on September  25,  1992,
the  Court  dismissed  the  plaintiff's  RICO  claims.   All  other  claims
remain  pending.   The  Company  has also  filed  crossclaims  against  the
trustees   of   the  Pension  Fund.   On  December  29,  1994,   a   status
conference  was  held  before  the  Magistrate  Judge  assigned   to   this
matter.   On  May  5,  1995,  the Magistrate  Judge  entered  a  scheduling
order  and  discovery,  which was stayed pending  a  motion  to  disqualify
plaintiff's   counsel,  recommenced.   In  addition,  certain   defendants,
other  than  the  Company,  have joined the former  legal  counsel  to  the
Pension  Fund  as  a  third-party defendant to  the  action.   The  parties
have  entered  a  conditional  agreement  to  settle  all  claims  in  this
matter,  as  well  as a related case discussed below.   The  settlement  is
conditioned  upon  the occurrence of several events which  are  beyond  the
Company's   control.    Assuming  these  conditions  are   satisfied,   the
Company  will  settle  all  claims  asserted  against  it  in  this  matter
without  admitting  liability and pursuant to terms  which  will  not  have
a material adverse effect on the Company.

      On  September  27,  1995, an action was filed in  the  United  States
District  Court  for  the  District of New Jersey under  the  caption  Luis
Lozada,  Trustee  of  Local  211 Staff Employees'  Pension  Plan  and  Luis
Lozada,   Individually  v.  Ryan,  Beck  &  Co.,  Inc.   and   Douglas   A.
MacWright   Civ.   Act.   No.   95-4743   (AMW)   (U.S.D.C.D.N.J.).     The
allegations   asserted   by   the   plaintiffs   in   this    action    are
substantially  similar  to the allegations made by the  plaintiffs  in  the
Schiffli  matter  above.   The  claims asserted  against  the  Company  are
for  violations  of  ERISA  and various state-law claims  including  breach
of  trust  agreement, negligence and breach of contract.   On  November  1,
1995,  the  Company  filed  a motion to dismiss  for  failure  to  state  a
claim  upon  which relief can be granted.  On January 2,  1996,  the  Court
granted  the  Company's motion in part and denied it in  part.   The  Court
dismissed  the  breach  of trust agreement claim on the  grounds  that  the
Company  was  not  a party to the trust agreement for the Local  211  Plan.
The  remainder  of  the  Company's motion to dismiss  was  denied.   On  or
about  January  24,  1996, the Company filed its answer  to  the  complaint
and  asserted  a  counterclaim  against  the  plaintiff,  Luis  Lozada.   A
settlement  of  the  Schiffli  matter discussed  above  will  also  resolve
this matter.

      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.   Discovery   in   this   case   is
proceeding.  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.   Subsequently, the third-party  defendants  filed  a
motion  to  dismiss  on  the  grounds that the claims  against  the  third-
party  defendants  were  moot  as a result of  the  entering  into  of  the
settlement  agreement.   On January 19, 1996 the Court  heard  argument  on
the   motion   to   dismiss  and  denied  such  motion.   The   third-party
defendants  then  filed  a motion for permission to file  an  interlocutory
appeal  with  respect  to  the motion to dismiss with  the  Superior  Court
of  New  Jersey,  Appellate Division.  The Company has  been  advised  that
the  Superior  Court,  Appellate Division  entered  an  order  denying  the
motion  for  permission  to file an interlocutory appeal.   Discovery  will
continue.

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

On  February  29,  1996 Municipal Square filed an action  in  the  Superior
Court  of  New  Jersey,  Essex  County, Law  Division,  under  the  caption
Municipal  Square  Associates v. Ryan, Beck & Co.,  Docket  No.  L  2751-96
in  which  Municipal  Square seeks a declaratory judgment  that  the  lease
is  not  terminated  and  alternatively, that the  Company's  January  11th
notice  had  terminated  the  lease  and  triggered  an  early  termination
penalty of $375,000.

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

Since  the  suit  has only recently been instituted, discovery  is  in  its
preliminary   stage.    Although  the  outcome  of   this   litigation   is
inherently  uncertain  and no assurances regarding  the  final  outcome  of
this  matter  can  be  given,  the Company  intends  to  defend  vigorously
this  matter  and  to  pursue its counterclaim for  damages.   The  Company
believes  that  it  has  a  meritorious  defense,  that  it  has  sustained
substantial  damages  as  a result of breaches of the  lease  by  Municipal
Square,   and   that  those  damages  significantly  exceed   the   damages
claimed by Municipal Square.

Item 2.   Changes in Securities

Not applicable.

Item 3.   Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

Item 5.   Other Materially Important Events

Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

(a)       Exhibits

Exhibit 27 - Financial Data Schedule

(b)  Reports of Form 8-K

The Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on  February 2, 1996.
The Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 22, 1996.

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/ALLEN S. GREENE
Allen S. Greene
President and Chief Executive Officer
(Principal Executive Officer)

/S/LEONARD J. STANLEY
Leonard J. Stanley
Senior Vice President
Chief Financial Officer
(Principal Financial and Accounting Officer)

Dated:
May 15, 1996

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   QTR-1
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                             242
<SECURITIES>                                     36611
<RECEIVABLES>                                      387
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                   973
<PP&E>                                            3311
<DEPRECIATION>                                    2607
<TOTAL-ASSETS>                                   38922
<CURRENT-LIABILITIES>                            26170
<BONDS>                                              0
<COMMON>                                           325
                                0
                                         41
<OTHER-SE>                                       12386
<TOTAL-LIABILITY-AND-EQUITY>                     38922
<SALES>                                           8775
<TOTAL-REVENUES>                                  8775
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                  6979
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 241
<INCOME-PRETAX>                                   1796
<INCOME-TAX>                                       698
<INCOME-CONTINUING>                               1098
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1098
<EPS-PRIMARY>                                      .32
<EPS-DILUTED>                                      .31
        

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