CUSIP No. 36866X104 13G
Page 3 of 3 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Gen RX Inc.
(Name of Issuer)
Common Stock, $.004 Par Value
(Title of Class of Securities)
36866X104
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
_________________________________________________________________
1. NAME OF REPORTING PERSON: Spear, Leeds & Kellogg Capital
Markets Division of Spear, Leeds & Kellogg
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
_____13-5515160__________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION USA
_________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER NUMBER OF SHARES 543,282
SHARES __________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY _______________________________________
EACH 7. SOLE DISPOSITIVE POWER 543,282
REPORTING __________________________________________________
PERSON WITH 8. SHARED DISPOSITIVE POWER
__________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,282
_________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
_________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.887%
_________________________________________________________________
12. TYPE OF REPORTING PERSON BD
_________________________________________________________________
Item 1.
Item 1(a): Name of Issuer: Gen RX Inc.
Item 1(b): Address of Issuer's Principal Executive Offices:
c/o Jack Margareten
417 Merrick Road, Suite 610
Oceanside, New York 11572
Item 2.
Item 2(a): Name of Person Filing: Spear, Leeds & Kellogg
Capital Markets, a division of Spear, Leeds & Kellogg
Item 2(b): Address of Principal Business Office or, if None,
Residence: 10 Exchange Place
Jersey City, NJ 07302
Item 2(c): Citizenship: Limited partnership organized under
the laws of the State of New York
Item 2(d): Title of Class of Securities: Common Stock $.004
Item 2(e): CUSIP Number: 36866X104
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is
a:
(a) Broker or dealer registered under Section 15 of the
Exchange Act,
(b) Bank as defined in Section 3(a)(6) of the Exchange Act,
(c) Insurance company as defined in Section 3(a)(19) of the
Exchange Act,
(d) Investment Company registered under Section 8 of the
Investment Company Act,
(e) An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E),
(f) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F),
(g) A parent holding Company, or control person in
accordance with Rule 13d-1(b)(ii)(G),
(h) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) Group, in accordance with Rule 13d-1(b)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this
box.
Item 4. Ownership:
(a) Amount Beneficially Owned: 543,282
(b) Percent of Class:2.887%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 543,282
(ii) Shared power to vote or direct the vote:
(iii) Sole power to dispose or direct the disposition
Of: 543,282
(iv) Shared power to dispose or to direct the
Disposition of:
Item 5.Ownership of Five Percent or Less of a Class. N/A
Item 6.Ownership of More Than Five Percent on Behalf of Another
Person. N/A
Item 7.Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company. N/A
Item 8.Identification and Classification of Members of the
Group. N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification.
By signing below, I certify, that to the best of my
knowledge and belief, 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 purpose 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.
February 11, 2000
Date
Spear, Leeds & Kellogg Capital Markets
Signature
