SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES 
ACT OF 1933

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

New Jersey
(State or other jurisdiction of incorporation or organization)

22-1773796
(I.R.S. Employer Identification Number)

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

Ryan, Beck & Co., Inc. 1996 Stock Option Plan; and Amended and 
Restated Ryan, Beck & Co., Inc.  Restricted Stock Grant Plan
(Full Title of Plan)

Ben A. Plotkin, President
80 Main Street
West Orange, New Jersey  07052
(Name and address of agent for service)

(201) 325-3000
(Telephone number, including area code, of agent for service)

Copies to:
Stephen T. Burdumy, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, Pennsylvania  19102
(215) 568-6060

Pursuant to Rule 429 under the Securities Act of 1933, as 
amended, the form of reoffer prospectus included herein also 
relates to the securities registered under the Registrant's 
Registration Statement on Form S-8 (File No. 33-47410), as 
amended (the "Prior Registration Statement"),  is intended for use 
in connection therewith, and constitutes a post-effective 
amendment thereto.

<TABLE>
	CALCULATION OF REGISTRATION FEE

<CAPTION>
	Title of			Proposed
	Securities	Amount	Proposed	Maximum	Amount of
	to be	to be	Maximum Offering	Aggregate	Registration
	Registered	Registered	Price Per Share	Offering Price	Fee
<S>		<C>	<C>	<C>	<C>
Common Stock,
par value $.10 
per share	200,000<F1>	$4.875<F4>	$975,000	$295.45<F4>

Common Stock,
par value $.10 
per share	250,000<F2>	$4.875<F4>	$1,218,750	$369.32<F4>

Common Stock,
par value $.10 
per share	64,312<F3>	<F3>	<F3>	<F3>

Total					$664.77<F4>

<FN>
<F1>Represents the maximum number of shares of the 
Registrant's Common Stock issuable upon the exercise of the 
maximum number of options which may be granted under the 
Ryan, Beck & Co., Inc. 1996 Stock Option Plan.
<F2>Represents the number of shares of the Registrant's Common 
Stock reserved for issuance pursuant to the Amended and Restated 
Ryan, Beck & Co., Inc. Restricted Stock Grant Plan. 
<F3>Such shares of the Registrant's Common Stock were 
previously registered on the Prior Registration Statement.  In 
connection therewith, the Company paid a registration fee of 
$87.93.
<F4>Based on the closing sales price of the Registrant's Common 
Stock as reported by the Nasdaq National Market on June 23, 
1997, estimated solely for the purpose of calculating the 
registration fee in accordance with Rule 457(c) under the Securities 
Act of 1933, as amended.
</FN>
</TABLE>

PART I

INFORMATION REQUIRED IN PROSPECTUS

A reoffer prospectus prepared in accordance with the requirements 
of Part I of Form S-3 is being filed with the Commission as part of 
this Registration Statement.  The Section 10(a) prospectus is 
omitted from this Registration Statement in accordance with Rule 
428 under the Securities Act of 1933, as amended, and the Note to 
Part I of Form S-8.

PROSPECTUS

RYAN, BECK & CO., INC.
80 Main Street
West Orange, New Jersey  07052
(201) 325-3000

514,312 Shares of Common Stock

The shares (the "Shares") of common stock, par value $.10 per 
share (the "Common Stock"), of Ryan, Beck & Co., Inc. (together 
with its subsidiaries, the "Company") which are the subject of this 
Prospectus and which may be sold from time to time hereunder are 
shares which may be acquired by certain officers, directors and key 
employees (the "Selling Stockholders") of the Company (i) upon 
the exercise of options ("1986 Plan Options") to purchase Shares 
granted to the Selling Stockholders by the Company pursuant to 
the terms of the Ryan, Beck & Co., Inc. 1986 Stock Option Plan 
(the "1986 Option Plan"), (ii) upon the exercise of options ("1996 
Plan Options," and together with the 1986 Plan Options, "Plan 
Options") to purchase such Shares granted to the Selling 
Stockholders by the Company pursuant to the terms of the Ryan, 
Beck & Co., Inc. 1996 Stock Option Plan and (iii) pursuant to the 
terms of the Amended and Restated Ryan, Beck & Co., Inc. 
Restricted Stock Grant Plan (the "Stock Grant Plan").  See "Selling 
Stockholders."  

It is anticipated that the Shares may be offered for sale by one or 
more of the Selling Stockholders, in their discretion, on a delayed 
or continuous basis from time to time in transactions in the open 
market at prices prevailing at the time of sale on the Nasdaq 
National Market (the "NNM") under the symbol "RBCO" or in 
private transactions at negotiated prices or otherwise.  Such 
transactions may be effected directly by the Selling Stockholders, 
each acting as principal for his own account.  Alternatively, such 
transactions may be effected through brokers, dealers or other 
agents designated from time to time by the Selling Stockholders, 
and such brokers, dealers or other agents may receive 
compensation in the form of customary brokerage commissions or 
concessions from the Selling Stockholders or the purchasers of the 
Shares.  The Shares held by the Selling Stockholders may also be 
sold hereunder by brokers, dealers, banks or other persons or 
entities who receive such Shares as a pledgee of the Selling 
Stockholders.  The Selling Stockholders, brokers who execute 
orders on their behalf and other persons who participate in the 
offering of the Shares on their behalf may be deemed to be 
"underwriters" within the meaning of Section 2(11) of the 
Securities Act of 1933, as amended (the "Securities Act"), and a 
portion of the proceeds of sales and commissions or concessions 
therefore may be deemed underwriting compensation for purposes 
of the Securities Act.  The Company will not receive any part of 
the proceeds from the sale of Shares by the Selling Stockholders.  
Upon the exercise of Plan Options by the holders thereof, the 
Company will receive the exercise price of the Plan Options.  To 
the extent the Plan Options are exercised, the Company will apply 
the proceeds thereof to its general corporate purposes.

The Company will pay all costs and expenses incurred by it in 
connection with the registration of the Shares under the Securities 
Act.  The Selling Stockholders will pay the costs associated with 
any sales of Shares, including any discounts, commissions and 
applicable transfer taxes.

THESE SECURITIES HAVE NOT BEEN APPROVED OR 
DISAPPROVED BY THE SECURITIES AND EXCHANGE 
COMMISSION NOR HAS THE COMMISSION PASSED UPON 
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  
ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.

The date of this Prospectus is June 30, 1997.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY 
INFORMATION OR TO MAKE ANY REPRESENTATIONS 
NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION 
WITH THE OFFERING MADE BY THIS PROSPECTUS, AND 
IF GIVEN OR MADE, SUCH INFORMATION OR 
REPRESENTATIONS MUST NOT BE RELIED UPON AS 
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE 
SELLING STOCKHOLDERS.  THIS PROSPECTUS DOES NOT 
CONSTITUTE AN OFFER TO BUY THE SECURITIES TO 
WHICH THIS PROSPECTUS RELATES IN ANY 
JURISDICTION TO ANY PERSON TO WHOM IT IS NOT 
LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN 
SUCH JURISDICTION.  NEITHER DELIVERY OF THIS 
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, 
UNDER ANY CIRCUMSTANCES, CREATE ANY 
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN 
THE AFFAIRS OF THE COMPANY SINCE THE DATE 
HEREOF OR SINCE THE DATE AS OF WHICH 
INFORMATION IS SET FORTH HEREIN.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), and in accordance therewith files reports and other 
information with the Securities and Exchange Commission (the 
"Commission").  Such reports, proxy and information statements 
and other information can be inspected and copied at prescribed 
rates at the Public Reference Section of the Commission at 450 
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at 
the Commission's regional offices located at 7 World Trade Center, 
New York, New York 10048, and Citicorp Center, 500 West 
Madison Street, Suite 1400, Chicago, Illinois 60661-2511.  Such 
reports and other information filed with the Commission can be 
reviewed through the Commission's Electronic Data Gathering 
Analysis and Retrieval System, which is publicly available through 
the Commission's website (http:www.sec.gov). The Common 
Stock of the Company is listed on the NNM and reports, proxy and 
information material and other information concerning the 
Company may be inspected at the offices of the National 
Association of Securities Dealers, Inc., Reports Section, 1735 K 
Street, N.W., Washington, D.C.  20006. 

This Prospectus constitutes a part of a registration statement on 
Form S-8 (the "Registration Statement") filed by the Company 
with the Commission under the Securities Act with respect to the 
securities offered hereby.  This Prospectus does not contain all the 
information set forth in the Registration Statement, certain parts of 
which are omitted in accordance with the rules and regulations of 
the Commission.  Reference is hereby made to the Registration 
Statement and to the exhibits thereto for further information with 
respect to the Company and the securities offered hereby.  Copies 
of the Registration Statement and the exhibits thereto are on file at 
the offices of the Commission and may be obtained upon payment 
of the prescribed fee or may be examined without charge at the 
Public Reference Section of the Commission described above.  
Statements contained herein concerning the provisions of 
documents are necessarily summaries of such documents, and each 
statement is qualified in its entirety by reference to the copy of the 
applicable document filed with the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY 
REFERENCE

The following documents filed by the Company with the 
Commission are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1996 (the "1996 Annual Report");

(b) The Company's Quarterly Report on Form 10-Q for the 
quarterly period ended March 31, 1997 (the "March 31, 1997 
Quarterly Report");

(c) The Company's Current Report on Form 8-K dated June 9, 
1997; and

(d) The description of the Company's Common Stock contained in 
the Company's Registration Statement on Form 8-A, dated June 2, 
1986, including all amendments and reports filed for the purpose of 
updating such description.

All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d) 
of the Exchange Act subsequent to the date of this Prospectus and 
prior to the completion or termination of this offering shall be 
deemed to be incorporated by reference in this Prospectus and to be 
part hereof from the date of filing of such documents.  Any 
statement contained in a document, all or a portion of which is 
incorporated or deemed to be incorporated by reference herein, 
shall be deemed to be modified or superseded for purposes of this 
Prospectus to the extent that a statement contained herein or in any 
other subsequently filed document, which also is or is deemed to 
be incorporated by reference herein, modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part 
of this Prospectus.

The Company will provide without charge to each person, 
including any beneficial owner, to whom this Prospectus is 
delivered, upon written or oral request, a copy of any or all of such 
documents which are incorporated herein by reference (other than 
exhibits to such documents unless such exhibits are specifically 
incorporated by reference into the documents that this Prospectus 
incorporates).  Written or oral requests for copies should be 
directed to Ryan, Beck & Co., Inc., 80 Main Street, West Orange, 
New Jersey  07052; Attention:  Secretary.

THE COMPANY

The Company is principally engaged in the underwriting, 
distribution and trading of tax-exempt, bank equity and debt 
securities.  The Company provides consulting, research and 
brokerage services primarily to community-oriented financial 
services companies with a focus on corporate finance and merger-
related services.  The Company offers a general securities 
brokerage business with investment products for retail and 
institutional clients, as well as life insurance and annuity products. 
 The Company's clients consist primarily of high net worth 
individuals (primarily residents of New Jersey, other Mid-Atlantic 
and Northeastern states and Florida), banking and thrift institutions 
(primarily located in New Jersey, Pennsylvania and Florida) and, to 
a much lesser extent, insurance companies and specialty finance 
companies.  The Company's plan is to continue to operate as a high 
quality firm serving its market niche in the financial services 
industry.

The Company is registered as a broker-dealer with the Commission 
and is a member of the National Association of Securities Dealers, 
Inc. and the Securities Investor Protection Corporation which 
insures customer funds and securities deposited with a broker-
dealer up to $500,000 per customer, with a limitation of $100,000 
on claims for cash balances.  The Company is not a member of any 
securities exchange.

The Company was organized in New Jersey in 1965, under the 
name of John J. Ryan & Co., Incorporated, as a successor to 
various entities dating from 1946.  The Company changed its name 
to Ryan, Beck & Co., Inc. in 1981.  The principal executive office 
of the Company is located at 80 Main Street, West Orange, New 
Jersey  07052 and its telephone number is 201-325-3000.

FORWARD-LOOKING STATEMENTS

This Prospectus incorporates by reference forward-looking 
statements within the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995.  Reference is made in 
particular to the discussion under "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" in the 
Company's 1996 Annual Report and the March 31, 1997 Quarterly 
Report and under "Business" in the 1996 Annual Report 
incorporated in this Prospectus by reference.  Such statements are 
based on current expectations that involve a number of 
uncertainties.  Actual results could differ materially from those 
projected in the forward-looking statements.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the 
Shares of Common Stock offered hereby.  The Selling 
Stockholders will receive all of the net proceeds from the sale of 
the Shares of Common Stock offered hereby.  Upon the exercise of 
Plan Options by the holders thereof, the Company will receive the 
exercise price of the Plan Options.  To the extent the Plan Options 
are exercised, the Company will apply the proceeds thereof to its 
general corporate purposes.

SELLING STOCKHOLDERS

The following persons are eligible to sell, pursuant to this 
Prospectus, the number of Shares set forth opposite their name in 
the table below. 

<TABLE>
SELLING STOCKHOLDERS
<CAPTION>

	Pre-Offering	Post-Offering

		Total Number		Total Number
	Name and	of Shares		of Shares
	Relationship	Beneficially	Shares	Beneficially	Percentage
	to the Company<F1>	Owned<F2>	Offered	Owned <F3>	of Class<F4>
<S>	<C>	<C>	<C>	<C>
Robert Adell	6,436<F5>	1,125	5,311	*
Christopher Bayait	1,000<F6>	1,000	0	0
Christopher Cerniglia	11,125<F7>	3,500	7,625	*
Lawrence Cohn	20,000<F8>	20,000	0	0
Michelle Darcey	4,857<F9>	750	4,107	*
Allen Greene, former
President & CEO	44,012<F10>	20,000	24,012	*
Louis Karvonidis	300<F11>	150	150	*
Jonathan Klausner, Executive
Committee Member	16,815<F12>	8,500	8,315	*
Guy Malaby	14,298<F13>	10,059	4,239	*
Brian McShane	7,356<F14>	2,500	4,856	*
James Newman	3,736<F15>	3,500	236	*
Christopher Parker	1,000<F16>	1,000	0	0
Ben Plotkin, President
and Director	149,677<F17>	74,606	75,071	2.3%
Robin Poliner	1,000<F18>	1,000	0	0
Dennis Reynolds	6,177<F19>	3,500	2,677	*
Mildred Santillo	2,753<F20>	2,312	441	*
Olivia Schuren	662<F21>	150	512	*
Eugene Scolamiero	3,596<F22>	563	3,033	*
Leonard Stanley, Senior
Vice President, Chief Financial 
and Administrative Officer	27,047<F23>	25,548	1,499	*
Elizabeth Summers	2,890<F24>	300	2,590	*
Jay Suskind, Executive
Committee Member	43,136<F25>	33,690	9,446	*
Erik van Nispen	7,500<F26>	7,500	0	0
Michael Vitiello	7,977<F27>	2,250	5,727	*
Richard Weiss	2,261<F28>	749	1,512	*

*Indicates less than one percent (1%).

<FN>
<F1> All persons are employees of the Company unless otherwise 
indicated.
<F2> Assumes the exercise of all Plan Options to purchase Shares 
granted to the above-listed Selling Stockholders.
<F3> Assumes the offer and sale of all Shares eligible to be offered 
and sold hereby by the Selling Stockholders to third parties 
unaffiliated with such Selling Stockholders.
<F4> These percentages are calculated in accordance with Section 
13(d) of the Securities Exchange Act of 1934, as amended, and the 
rules promulgated thereunder, without giving effect to the 60 day 
limitation regarding the conversion of convertible securities.  
Based upon 3,188,515 shares of Common Stock issued and 
outstanding as of June 16, 1997. 
<F5> Includes 5,311 shares of Common Stock and 1,125 Shares 
issued pursuant to the Stock Grant Plan.
<F6> Includes 1,000 Shares issuable upon the exercise of 1996 
Plan Options.
<F7> Includes 7,625 shares of Common Stock and 3,500 Shares 
issuable upon the exercise of 1996 Plan Options.
<F8> Includes 20,000 Shares issued pursuant to the Stock Grant 
Plan.
<F9> Includes 4,107 shares of Common Stock and 750 Shares 
issued pursuant to the Stock Grant Plan.
<F10> Includes 24,012 shares of Common Stock and 20,000 
Shares previously issued upon the exercise of 1996 Plan Options.
<F11> Includes 150 shares of Common Stock and 150 Shares 
issued pursuant to the Stock Grant Plan.
<F12> Includes 8,315 shares of Common Stock, 6,000 Shares 
issued pursuant to the Stock Grant Plan and 2,500 Shares issuable 
upon the exercise of 1996 Plan Options.
<F13> Includes 4,239 shares of Common Stock, 2,184 Shares 
issued pursuant to the Stock Grant Plan and 7,875 Shares issuable 
upon the exercise of 1986 Plan Options.
<F14> Includes 4,856 shares of Common Stock and 2,500 Shares 
issuable upon the exercise of 1996 Plan Options.
<F15> Includes 236 shares of Common Stock and 3,500 Shares 
issuable upon the exercise of 1996 Plan Options.
<F16> Includes 1,000 Shares issuable upon the exercise of 1996 
Plan Options.
<F17> Includes 75,071 shares of Common Stock, 23,106 Shares 
issued pursuant to the Stock Grant Plan, 31,500 Shares issuable 
upon the exercise of 1986 Plan Options and 20,000 Shares issuable 
upon the exercise of 1996 Plan Options.
<F18> Includes 1,000 Shares issuable upon the exercise of 1996 
Plan Options.
<F19> Includes 2,677 shares of Common Stock and 3,500 Shares 
issuable upon the exercise of 1996 Plan Options.
<F20> Includes 441 shares of Common Stock, 1,312 Shares 
issuable upon the exercise of 1986 Plan Options and 1,000 Shares 
issuable upon the exercise of 1996 Plan Options.
<F21> Includes 512 shares of Common Stock and 150 Shares 
issued pursuant to the Stock Grant Plan.
<F22> Includes 3,033 shares of Common Stock and 563 Shares 
issued pursuant to the Stock Grant Plan.
<F23> Includes 1,499 shares of Common Stock, 2,673 Shares 
issued pursuant to the Stock Grant Plan, 7,875 Shares issuable 
upon the exercise of 1986 Plan Options and 15,000 Shares issuable 
upon the exercise of 1996 Plan Options.
<F24> Includes 2,590 shares of Common Stock and 300 Shares 
issued pursuant to the Stock Grant Plan.
<F25> Includes 9,446 shares of Common Stock, 10,440 Shares 
issued pursuant to the Stock Grant Plan, 15,750 Shares issuable 
upon the exercise of 1986 Plan Options and 7,500 Shares issuable 
upon the exercise of 1996 Plan Options.
<F26> Includes 7,500 Shares issuable upon the exercise of 1996 
Plan Options.
<F27> Includes 5,727 shares of Common Stock and 2,250 Shares 
issued pursuant to the Stock Grant Plan.
<F28> Includes 1,512 shares of Common Stock and 749 Shares 
issued pursuant to the Stock Grant Plan.
</FN>
</TABLE>


PLAN OF DISTRIBUTION

The Common Stock is listed for trading on the NNM.  The sale of 
the Shares offered hereunder is not being underwritten. The Shares 
 covered by this Prospectus may be offered and sold by the Selling 
Stockholders from time to time on the NNM through broker-
dealers selected by the Selling Stockholders at market prices 
prevailing at the time of sale, in private transactions at negotiated 
prices or otherwise.  It is anticipated that such transactions will be 
effected without payment of any underwriting commissions or 
discounts, other than brokers' commissions or fees customarily 
paid in connection with such transactions, which commissions and 
fees will be borne by the Selling Stockholders.  

The Company has agreed to bear the costs of registering the Shares 
offered hereby under the Securities Act, but will not receive any of 
the proceeds from the sale of such Shares.

There is no assurance that the Selling Stockholders will sell any or 
all of the Shares offered hereby.

LEGAL MATTERS

The validity of the Shares offered hereby has been passed upon for 
the Company by Klehr, Harrison, Harvey, Branzburg & Ellers, 
Philadelphia, Pennsylvania. 

EXPERTS

The consolidated financial statements and schedule of the 
Company appearing in the Company's 1996 Annual Report have 
been audited by Deloitte & Touche LLP, independent auditors, as 
set forth in their report thereon included therein and incorporated 
herein by reference.  Such consolidated financial statements and 
schedule have been incorporated herein by reference in reliance 
upon such report given upon the authority of such firm as experts 
in accounting and auditing.



No dealer, salesman or any other person has been authorized to 
give any information or to make any representations not contained 
in this Prospectus in connection with the offering described herein 
and, if given or made, such information or representation must not 
be relied upon as having been authorized by the Company or the 
Selling Stockholders. This Prospectus does not constitute an offer 
to sell or a solicitation of an offer to buy a security other than the 
shares of Common Stock offered hereby, nor does it constitute an 
offer to sell or a solicitation of an offer to buy any of the securities 
offered hereby in any jurisdiction to any person to whom it is 
unlawful to make such offer or solicitation in such jurisdiction.  
Neither the delivery of this Prospectus nor any sale made hereunder 
shall, under any circumstances, create any implication that the 
information contained herein is correct as of any date subsequent to 
the date hereof.

514,312 Shares of Common Stock
	
RYAN, BECK & CO., INC.

PROSPECTUS

June 30, 1997


<TABLE>
TABLE OF CONTENTS
<CAPTION>
	Page
<S>	<C>
Available Information	2
Incorporation of Certain 
Documents by Reference	2
The Company	4
Forward-Looking Statements	4
Use of Proceeds	4
Selling Stockholders	5
Plan of Distribution	7
Legal Matters	7
</TABLE>

PART II
INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT

Item 3.	Incorporation of Documents by Reference.  

The following documents filed by the Company with the Securities 
and Exchange Commission pursuant to the Securities Exchange 
Act of 1934, as amended, are incorporated into this Registration 
Statement by reference:  

1. The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1996; 

2. The Company's Quarterly Report on Form 10-Q for the quarterly 
period ended March 31, 1997;

3. The Company's Current Report on Form 8-K dated June 9, 1997; 
and

4. The description of the Company's Common Stock contained in 
the Company's Registration Statement on Form 8-A, dated June 2, 
1986, including all amendments and reports filed for the purpose of 
updating such description.

All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d) 
of the Exchange Act subsequent to the date of this Prospectus and 
prior to the completion or termination of this offering shall be 
deemed to be incorporated by reference in this Prospectus and to be 
part hereof from the date of filing of such documents.  Any 
statement contained in a document, all or a portion of which is 
incorporated or deemed to be incorporated by reference herein, 
shall be deemed to be modified or superseded for purposes of this 
Prospectus to the extent that a statement contained herein or in any 
other subsequently filed document, which also is or is deemed to 
be incorporated by reference herein, modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part 
of this Prospectus.

Item 4.	Description of Securities.

Not applicable.

Item 5.	Interests of Named Experts and Counsel.

Klehr, Harrison, Harvey, Branzburg & Ellers, Philadelphia, 
Pennsylvania, has delivered an opinion in connection herewith 
with respect to the legality of the shares of Common Stock being 
registered hereunder.  Members of such firm beneficially own an 
aggregate of 100,000 shares of Common Stock.

Item 6.	Indemnification of Directors and Officers.

In accordance with Section 14A:3-5 of the New Jersey Business 
Corporation Act, the Company's Certificate of Incorporation 
authorizes the Company to enter into agreements pursuant to which 
the Company would be required to indemnify and hold harmless its 
officers and directors against expenses and liabilities incurred by or 
imposed upon them in connection with any proceedings to which 
they may be made, or threatened to be made, a party, or in which 
they may become involved, by reason of their having been a 
director or officer, to the same extent as they would be indemnified 
and held harmless under a standard directors' and officers' liability 
insurance policy selected by the Board of Directors.  The 
Certificate of Incorporation also requires the Company to provide 
its directors and executive officers with indemnification to the 
fullest extent permitted by law. 

The Company presently maintains directors' and officers' liability 
insurance on certain of its directors and officers.  In addition, the 
Company has entered into indemnification agreements with each of 
its directors and certain senior officers.  These contracts confirm 
the indemnity provided to such persons by the Company's 
Certificate of Incorporation.  The agreements provide that the 
directors and certain senior officers will be indemnified to the 
fullest extent permitted by law against all expenses (including 
attorney's fees), judgements (other than in proceedings by, or in the 
right of, the Company), fines and settlement amounts, paid or 
incurred by them and may have indemnification expenses advanced 
to them in any action or proceeding, including any action by, or in 
the right of, the Company, on account of their service as a director 
or officer of the Company of any subsidiary of the Company or as a 
director or officer of any other entity when they served in such 
capacities at the request of the Company.

Item 7.	Exemption from Registration Claimed.  

Any restricted securities to be offered or resold pursuant to this 
Registration Statement are exempt under Section 4(2) of the 
Securities Act of 1933, as amended, as a non-public offering of 
securities.

Item 8.	Exhibits.

<TABLE>
EXHIBITS
<CAPTION>
Exhibit No.	Description
<S>	<C>
4.1<F1>	Ryan, Beck & Co., Inc. 1996 Stock Option Plan

4.2<F2>	Amended and Restated Ryan, Beck & Co., Inc. 
Restricted Stock Grant Plan

5	Opinion of Klehr, Harrison, Harvey, Branzburg & 
Ellers with respect to the legality of the shares of Common Stock 
being registered hereunder.

23.1	Consent of Deloitte & Touche LLP, independent 
auditors, with respect to the consolidated financial statements of 
Ryan, Beck & Co., Inc. for the year ended December 31, 1996.

23.2	Consent of Trien, Rosenberg, Rosenberg, Weinberg, 
Ciullo & Fazzari, LLP, independent auditors, with respect to the 
consolidated financial statements of Ryan, Beck & Co., Inc. for the 
years ended December 31, 1995 and 1994.

24	Powers of Attorney (included in the signature pages 
hereto).

<FN>
<F1>  Incorporated by reference from the Company's Annual 
Report on Form 10-K for the fiscal year ended December 31, 1996.
<F2> Incorporated by reference from the Company's Annual 
Report on Form 10-K for the fiscal year ended December 31, 1994.
</FN>
</TABLE>

Item 9.		Undertakings.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement;

(i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the 
effective date of this Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set 
forth in this Registration Statement;

(iii) To include any material information with respect to the plan of 
distribution not previously disclosed in this Registration Statement 
or any material change to such information in this Registration 
Statement; provided, however, that paragraphs (a) (1)(i) and (a) 
(1)(ii) do not apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed with or furnished to the Commission by the 
Company pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in this 
Registration Statement.

(2) That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall 
be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain 
unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the 
Securities Act of 1933, each filing of the Company's annual report 
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act 
of 1934 that is incorporated by reference in this Registration 
Statement shall be deemed to be a new registration statement 
relating to the securities offered herein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide 
offering thereof.

(b) Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Company pursuant to its Certificate of 
Incorporation, its bylaws, or otherwise, the Company has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Securities Act of 1933 and is, therefore, 
unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the Company of 
expenses incurred or paid by a director, officer or controlling 
person of the Company in the successful defense of any action, suit 
or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
Company will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question of whether such 
indemnification by it is against public policy as expressed in the 
Securities Act of 1933 and will be governed by the final 
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as 
amended, the Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing on Form S-8 
and has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
West Orange, State of New Jersey, on this 30th day of June, 1997.

RYAN, BECK & CO., INC.

BY: /s/ Ben A. Plotkin		
Ben A. Plotkin, President

POWER OF ATTORNEY

Each of the undersigned officers and directors of Ryan, Beck & 
Co., Inc. whose signature appears below hereby appoints Ben A. 
Plotkin and Leonard J. Stanley and each of them individually as 
true and lawful attorney-in-fact for the undersigned with full power 
of substitution, to execute in his name and on his behalf in each 
capacity stated below, any and all amendments (including post-
effective amendments) to this Registration Statement as the 
attorney-in-fact shall deem appropriate, and to cause to be filed any 
such amendment (including exhibits thereto and other documents 
in connection therewith) to this Registration Statement with the 
Securities and Exchange Commission, as fully and to all intents 
and purposes as such person might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact, or any of 
them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as 
amended, this Registration Statement has been signed by the 
following persons in the capacities indicated on this 30th day of 
June, 1997.

<TABLE>
SIGNATURES
<CAPTION>
Signature	Title(s)
<S>	<C>
/s/ Ben A. Plotkin	President and Director
Ben A. Plotkin
/s/ Michael M. Horn	Director
Michael M. Horn
/s/ Matthew R. Naula	Vice Chairman, Executive 
Vice President and Director
Matthew R. Naula
/s/ Richard B. Neff	Chairman of the Board and 
Director
Richard B. Neff
/s/ Peter W. Rodino, Jr.	Director
Peter W. Rodino, Jr.
/s/ Jack R. Rosenthal	Vice Chairman and Director
Jack R. Rosenthal
/s/ Leonard J. Stanley	Senior Vice President, and 
Chief Financial and 
Leonard J. Stanley	Administrative Officer 
(Principal Accounting and 
	Financial Officer)
</TABLE>

<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number	Description
<S>	<C>
5	Opinion of Klehr, Harrison, Harvey, 
Branzburg & Ellers with respect to the legality of the shares of 
Common Stock being registered hereunder.
23.1	Consent of Deloitte & Touche LLP, 
independent auditors, with respect to the consolidated financial 
statements of Ryan, Beck & Co., Inc. for the y	ear ended 
December 31, 1996.
23.2	Consent of Trien, Rosenberg, Rosenberg, 
Weinberg, Ciullo & Fazzari, LLP, independent auditors, with 
respect to the consolidated financial statements of Ryan, Beck & 
Co., Inc. for the years ended December 31, 1995 and 1994.
</TABLE>

EXHIBIT 5

[LETTERHEAD OF KLEHR, HARRISON, HARVEY, 
BRANZBURG & ELLERS]

June 30, 1997

Board of Directors
Ryan, Beck & Co., Inc.
80 Main Street
West Orange, New Jersey  07052

Re:	Registration Statement on Form S-8

Gentlemen:

We have acted as counsel to Ryan, Beck & Co., Inc. (the 
"Company") in connection with the proposed registration of shares 
of the Company's common stock, par value $.10 per share (the 
"Common Stock"), on a registration statement on Form S-8 being 
filed by the Company with the Securities and Exchange 
Commission pursuant to the Securities Act of 1933, as amended 
(the "Securities Act").  Such registration statement, as it may be 
amended or supplemented from time to time, including all exhibits 
thereto, is referred to hereinafter as the "Registration Statement."

The shares to be registered (the "Shares") consist of 450,000 shares 
of Common Stock issuable (i) upon the exercise of options (the 
"Plan Options") granted or to be granted to certain officers, 
directors and key employees (or former officers, directors and key 
employees) of the Company pursuant to the Ryan, Beck & Co., Inc. 
1996 Stock Option Plan (the "Option Plan") and (ii) pursuant to the 
Amended and Restated Ryan, Beck & Co., Inc. Restricted Stock 
Grant Plan (the "Stock Grant Plan").  Certain of the Shares may be 
offered and sold from time to time for the account of the persons 
referred to in the Registration Statement as "Selling Stockholders."

In this regard, we have examined: (i) the Option Plan; (ii) the 
award agreements granting Plan Options pursuant to the Option 
Plan to certain of the officers and directors of the Company; (iii) 
the Stock Grant Plan; (iv) the award agreements granting Shares 
pursuant to the Stock Grant Plan to certain of the employees of the 
Company; (v) the Company's Certificate of Incorporation and 
Bylaws, each as amended and as presently in effect; (v) the 
Registration Statement; and (vi) such officers' certificates, 
resolutions, minutes, corporate records and other documents as we 
have deemed necessary or appropriate for purposes of rendering 
the opinions expressed herein.

In rendering such opinions, we have assumed the authenticity of all 
documents and records examined, the conformity with the original 
documents of all documents submitted to us as copies and the 
genuineness of all signatures.  

The opinions expressed herein are based solely upon our review of 
the documents and other materials expressly referred to above.  
Other than such documents and other materials, we have not 
reviewed any other documents in rendering such opinions.  Such 
opinions are therefore qualified by the scope of that document 
examination.

Based upon and subject to the foregoing, and on such other 
examinations of law and fact as we have deemed necessary or 
appropriate in connection herewith, we are of the opinion that, 
upon exercise of the Plan Options in accordance with the 
provisions of the Option Plan and the applicable award agreements 
and upon issuance of shares of Common Stock in accordance with 
the provisions of the Stock Grant Plan and the applicable award 
agreements, as applicable, the Shares issued pursuant to the Option 
Plan and the Grant Plan, as the case may be, are or will be, as the 
case may be, duly authorized, validly issued, fully paid and 
nonassessable shares of Common Stock.

This opinion is limited to the law of the State of New Jersey and 
the Federal securities law of the United States. Except as expressly 
otherwise noted herein, this opinion is given as of the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference made to this firm under 
the caption "Legal Matters" in the Prospectus constituting a part of 
the Registration Statement.  By giving such consent, we do not 
hereby admit that we fall within the category of persons whose 
consent is required pursuant to Section 7 of the Securities Act.

Very truly yours,

/s/ Klehr, Harrison, Harvey, Branzburg & Ellers


EXHIBIT 23.1

Independent Auditors' Consent

We consent to the incorporation by reference in this Registration 
Statement of Ryan, Beck & Co., Inc. (the "Company") pertaining to 
the Ryan, Beck & Co., Inc. 1996 Stock Option Plan and the 
Amended and Restated Ryan, Beck & Co., Inc. Restricted Stock 
Grant Plan on Form S-8 of our report dated February 14, 1997 
appearing in the Annual Report on Form 10-K of Ryan, Beck & 
Co., Inc. for the year ended December 31, 1996, and to the 
reference to us under the heading "Experts" in this Prospectus, 
which is part of this Registration Statement.  

/s/ Deloitte & Touche LLP

New York, New York
June 27, 1997


EXHIBIT 23.2

Consent of Independent Auditors

We hereby consent to the incorporation by reference in the 
Registration Statement on Form S-8 of Ryan, Beck & Co., Inc. (the 
"Company") pertaining to the Ryan, Beck & Co., Inc. 1996 Stock 
Option Plan and the Amended and Restated Ryan, Beck & Co., 
Inc. Restricted Stock Grant Plan of our report dated February 5, 
1996, with respect to the consolidated statements of financial 
condition of the Company as of December 31, 1995 and 1994 and 
the related consolidated statements of cash flows for the two years 
then ended, which report is incorporated  by reference into the 
Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1996 filed with the Securities and Exchange 
Commission.

/s/ Trien, Rosenberg, Rosenberg, Weinberg, Ciullo & Fazzari, LLP

Morristown, New Jersey
June 27, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 40635}]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES 
ACT OF 1933

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

New Jersey
(State or other jurisdiction of incorporation or organization)

22-1773796
(I.R.S. Employer Identification Number)

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

Ryan, Beck & Co., Inc. 1996 Stock Option Plan; and Amended and 
Restated Ryan, Beck & Co., Inc.  Restricted Stock Grant Plan
(Full Title of Plan)

Ben A. Plotkin, President
80 Main Street
West Orange, New Jersey  07052
(Name and address of agent for service)

(201) 325-3000
(Telephone number, including area code, of agent for service)

Copies to:
Stephen T. Burdumy, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, Pennsylvania  19102
(215) 568-6060

Pursuant to Rule 429 under the Securities Act of 1933, as 
amended, the form of reoffer prospectus included herein also 
relates to the securities registered under the Registrant's 
Registration Statement on Form S-8 (File No. 33-47410), as 
amended (the "Prior Registration Statement"),  is intended for use 
in connection therewith, and constitutes a post-effective 
amendment thereto.

	CALCULATION OF REGISTRATION FEE
Title of			Proposed
	Securities	Amount	Proposed	Maximum	Amount of
	to be	to be	Maximum Offering	Aggregate	Registration
	Registered	Registered	Price Per Share	Offering Price	Fee
Common Stock,
par value $.10 
per share	200,000
$4.875
$975,000	$295.45
Common Stock,
par value $.10 
per share	250,000
$4.875
$1,218,750	$369.32
Common Stock,
par value $.10 
per share	64,312
Total					$664.77
Represents the maximum number of shares of the 
Registrant's Common Stock issuable upon the exercise of the 
maximum number of options which may be granted under the 
Ryan, Beck & Co., Inc. 1996 Stock Option Plan.
Represents the number of shares of the Registrant's Common 
Stock reserved for issuance pursuant to the Amended and Restated 
Ryan, Beck & Co., Inc. Restricted Stock Grant Plan.
Such shares of the Registrant's Common Stock were 
previously registered on the Prior Registration Statement.  In 
connection therewith, the Company paid a registration fee of 
$87.93.
Based on the closing sales price of the Registrant's Common 
Stock as reported by the Nasdaq National Market on June 23, 
1997, estimated solely for the purpose of calculating the 
registration fee in accordance with Rule 457(c) under the Securities 
Act of 1933, as amended.
PART I

INFORMATION REQUIRED IN PROSPECTUS

A reoffer prospectus prepared in accordance with the requirements 
of Part I of Form S-3 is being filed with the Commission as part of 
this Registration Statement.  The Section 10(a) prospectus is 
omitted from this Registration Statement in accordance with Rule 
428 under the Securities Act of 1933, as amended, and the Note to 
Part I of Form S-8.

PROSPECTUS

RYAN, BECK & CO., INC.
80 Main Street
West Orange, New Jersey  07052
(201) 325-3000

514,312 Shares of Common Stock

The shares (the "Shares") of common stock, par value $.10 per 
share (the "Common Stock"), of Ryan, Beck & Co., Inc. (together 
with its subsidiaries, the "Company") which are the subject of this 
Prospectus and which may be sold from time to time hereunder are 
shares which may be acquired by certain officers, directors and key 
employees (the "Selling Stockholders") of the Company (i) upon 
the exercise of options ("1986 Plan Options") to purchase Shares 
granted to the Selling Stockholders by the Company pursuant to 
the terms of the Ryan, Beck & Co., Inc. 1986 Stock Option Plan 
(the "1986 Option Plan"), (ii) upon the exercise of options ("1996 
Plan Options," and together with the 1986 Plan Options, "Plan 
Options") to purchase such Shares granted to the Selling 
Stockholders by the Company pursuant to the terms of the Ryan, 
Beck & Co., Inc. 1996 Stock Option Plan and (iii) pursuant to the 
terms of the Amended and Restated Ryan, Beck & Co., Inc. 
Restricted Stock Grant Plan (the "Stock Grant Plan").  See "Selling 
Stockholders."  

It is anticipated that the Shares may be offered for sale by one or 
more of the Selling Stockholders, in their discretion, on a delayed 
or continuous basis from time to time in transactions in the open 
market at prices prevailing at the time of sale on the Nasdaq 
National Market (the "NNM") under the symbol "RBCO" or in 
private transactions at negotiated prices or otherwise.  Such 
transactions may be effected directly by the Selling Stockholders, 
each acting as principal for his own account.  Alternatively, such 
transactions may be effected through brokers, dealers or other 
agents designated from time to time by the Selling Stockholders, 
and such brokers, dealers or other agents may receive 
compensation in the form of customary brokerage commissions or 
concessions from the Selling Stockholders or the purchasers of the 
Shares.  The Shares held by the Selling Stockholders may also be 
sold hereunder by brokers, dealers, banks or other persons or 
entities who receive such Shares as a pledgee of the Selling 
Stockholders.  The Selling Stockholders, brokers who execute 
orders on their behalf and other persons who participate in the 
offering of the Shares on their behalf may be deemed to be 
"underwriters" within the meaning of Section 2(11) of the 
Securities Act of 1933, as amended (the "Securities Act"), and a 
portion of the proceeds of sales and commissions or concessions 
therefore may be deemed underwriting compensation for purposes 
of the Securities Act.  The Company will not receive any part of 
the proceeds from the sale of Shares by the Selling Stockholders.  
Upon the exercise of Plan Options by the holders thereof, the 
Company will receive the exercise price of the Plan Options.  To 
the extent the Plan Options are exercised, the Company will apply 
the proceeds thereof to its general corporate purposes.

The Company will pay all costs and expenses incurred by it in 
connection with the registration of the Shares under the Securities 
Act.  The Selling Stockholders will pay the costs associated with 
any sales of Shares, including any discounts, commissions and 
applicable transfer taxes.

THESE SECURITIES HAVE NOT BEEN APPROVED OR 
DISAPPROVED BY THE SECURITIES AND EXCHANGE 
COMMISSION NOR HAS THE COMMISSION PASSED UPON 
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  
ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.

The date of this Prospectus is June 30, 1997.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY 
INFORMATION OR TO MAKE ANY REPRESENTATIONS 
NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION 
WITH THE OFFERING MADE BY THIS PROSPECTUS, AND 
IF GIVEN OR MADE, SUCH INFORMATION OR 
REPRESENTATIONS MUST NOT BE RELIED UPON AS 
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE 
SELLING STOCKHOLDERS.  THIS PROSPECTUS DOES NOT 
CONSTITUTE AN OFFER TO BUY THE SECURITIES TO 
WHICH THIS PROSPECTUS RELATES IN ANY 
JURISDICTION TO ANY PERSON TO WHOM IT IS NOT 
LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN 
SUCH JURISDICTION.  NEITHER DELIVERY OF THIS 
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, 
UNDER ANY CIRCUMSTANCES, CREATE ANY 
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN 
THE AFFAIRS OF THE COMPANY SINCE THE DATE 
HEREOF OR SINCE THE DATE AS OF WHICH 
INFORMATION IS SET FORTH HEREIN.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), and in accordance therewith files reports and other 
information with the Securities and Exchange Commission (the 
"Commission").  Such reports, proxy and information statements 
and other information can be inspected and copied at prescribed 
rates at the Public Reference Section of the Commission at 450 
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at 
the Commission's regional offices located at 7 World Trade Center, 
New York, New York 10048, and Citicorp Center, 500 West 
Madison Street, Suite 1400, Chicago, Illinois 60661-2511.  Such 
reports and other information filed with the Commission can be 
reviewed through the Commission's Electronic Data Gathering 
Analysis and Retrieval System, which is publicly available through 
the Commission's website (http:www.sec.gov). The Common 
Stock of the Company is listed on the NNM and reports, proxy and 
information material and other information concerning the 
Company may be inspected at the offices of the National 
Association of Securities Dealers, Inc., Reports Section, 1735 K 
Street, N.W., Washington, D.C.  20006. 

This Prospectus constitutes a part of a registration statement on 
Form S-8 (the "Registration Statement") filed by the Company 
with the Commission under the Securities Act with respect to the 
securities offered hereby.  This Prospectus does not contain all the 
information set forth in the Registration Statement, certain parts of 
which are omitted in accordance with the rules and regulations of 
the Commission.  Reference is hereby made to the Registration 
Statement and to the exhibits thereto for further information with 
respect to the Company and the securities offered hereby.  Copies 
of the Registration Statement and the exhibits thereto are on file at 
the offices of the Commission and may be obtained upon payment 
of the prescribed fee or may be examined without charge at the 
Public Reference Section of the Commission described above.  
Statements contained herein concerning the provisions of 
documents are necessarily summaries of such documents, and each 
statement is qualified in its entirety by reference to the copy of the 
applicable document filed with the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY 
REFERENCE

The following documents filed by the Company with the 
Commission are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1996 (the "1996 Annual Report");

(b) The Company's Quarterly Report on Form 10-Q for the 
quarterly period ended March 31, 1997 (the "March 31, 1997 
Quarterly Report");

(c) The Company's Current Report on Form 8-K dated June 9, 
1997; and

(d) The description of the Company's Common Stock contained in 
the Company's Registration Statement on Form 8-A, dated June 2, 
1986, including all amendments and reports filed for the purpose of 
updating such description.

All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d) 
of the Exchange Act subsequent to the date of this Prospectus and 
prior to the completion or termination of this offering shall be 
deemed to be incorporated by reference in this Prospectus and to be 
part hereof from the date of filing of such documents.  Any 
statement contained in a document, all or a portion of which is 
incorporated or deemed to be incorporated by reference herein, 
shall be deemed to be modified or superseded for purposes of this 
Prospectus to the extent that a statement contained herein or in any 
other subsequently filed document, which also is or is deemed to 
be incorporated by reference herein, modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part 
of this Prospectus.

The Company will provide without charge to each person, 
including any beneficial owner, to whom this Prospectus is 
delivered, upon written or oral request, a copy of any or all of such 
documents which are incorporated herein by reference (other than 
exhibits to such documents unless such exhibits are specifically 
incorporated by reference into the documents that this Prospectus 
incorporates).  Written or oral requests for copies should be 
directed to Ryan, Beck & Co., Inc., 80 Main Street, West Orange, 
New Jersey  07052; Attention:  Secretary.

THE COMPANY

The Company is principally engaged in the underwriting, 
distribution and trading of tax-exempt, bank equity and debt 
securities.  The Company provides consulting, research and 
brokerage services primarily to community-oriented financial 
services companies with a focus on corporate finance and merger-
related services.  The Company offers a general securities 
brokerage business with investment products for retail and 
institutional clients, as well as life insurance and annuity products. 
 The Company's clients consist primarily of high net worth 
individuals (primarily residents of New Jersey, other Mid-Atlantic 
and Northeastern states and Florida), banking and thrift institutions 
(primarily located in New Jersey, Pennsylvania and Florida) and, to 
a much lesser extent, insurance companies and specialty finance 
companies.  The Company's plan is to continue to operate as a high 
quality firm serving its market niche in the financial services 
industry.

The Company is registered as a broker-dealer with the Commission 
and is a member of the National Association of Securities Dealers, 
Inc. and the Securities Investor Protection Corporation which 
insures customer funds and securities deposited with a broker-
dealer up to $500,000 per customer, with a limitation of $100,000 
on claims for cash balances.  The Company is not a member of any 
securities exchange.

The Company was organized in New Jersey in 1965, under the 
name of John J. Ryan & Co., Incorporated, as a successor to 
various entities dating from 1946.  The Company changed its name 
to Ryan, Beck & Co., Inc. in 1981.  The principal executive office 
of the Company is located at 80 Main Street, West Orange, New 
Jersey  07052 and its telephone number is 201-325-3000.

FORWARD-LOOKING STATEMENTS

This Prospectus incorporates by reference forward-looking 
statements within the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995.  Reference is made in 
particular to the discussion under "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" in the 
Company's 1996 Annual Report and the March 31, 1997 Quarterly 
Report and under "Business" in the 1996 Annual Report 
incorporated in this Prospectus by reference.  Such statements are 
based on current expectations that involve a number of 
uncertainties.  Actual results could differ materially from those 
projected in the forward-looking statements.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the 
Shares of Common Stock offered hereby.  The Selling 
Stockholders will receive all of the net proceeds from the sale of 
the Shares of Common Stock offered hereby.  Upon the exercise of 
Plan Options by the holders thereof, the Company will receive the 
exercise price of the Plan Options.  To the extent the Plan Options 
are exercised, the Company will apply the proceeds thereof to its 
general corporate purposes.

SELLING STOCKHOLDERS

The following persons are eligible to sell, pursuant to this 
Prospectus, the number of Shares set forth opposite their name in 
the table below. 

SELLING STOCKHOLDERS
Pre-Offering	Post-Offering

		Total Number		Total Number
	Name and	of Shares		of Shares
	Relationship	Beneficially	Shares	Beneficially	Percentage
	to the Company
Owned
Offered	Owned
of Class
Robert Adell	6,436
1,125	5,311	*
Christopher Bayait	1,000
1,000	0	0
Christopher Cerniglia	11,125
3,500	7,625	*
Lawrence Cohn	20,000
20,000	0	0
Michelle Darcey	4,857
750	4,107	*
Allen Greene, former
President & CEO	44,012
20,000	24,012	*
Louis Karvonidis	300
150	150	*
Jonathan Klausner, Executive
Committee Member	16,815
8,500	8,315	*
Guy Malaby	14,298
10,059	4,239	*
Brian McShane	7,356
2,500	4,856	*
James Newman	3,736
3,500	236	*
Christopher Parker	1,000
1,000	0	0
Ben Plotkin, President
and Director	149,677
74,606	75,071	2.3%
Robin Poliner	1,000
1,000	0	0
Dennis Reynolds	6,177
3,500	2,677	*
Mildred Santillo	2,753
2,312	441	*
Olivia Schuren	662
150	512	*
Eugene Scolamiero	3,596
563	3,033	*
Leonard Stanley, Senior
Vice President, Chief Financial 
and Administrative Officer	27,047
25,548	1,499	*
Elizabeth Summers	2,890
300	2,590	*
Jay Suskind, Executive
Committee Member	43,136
33,690	9,446	*
Erik van Nispen	7,500
7,500	0	0
Michael Vitiello	7,977
2,250	5,727	*
Richard Weiss	2,261
749	1,512	*

*Indicates less than one percent (1%).
All persons are employees of the Company unless otherwise 
indicated.
Assumes the exercise of all Plan Options to purchase Shares 
granted to the above-listed Selling Stockholders.
Assumes the offer and sale of all Shares eligible to be offered 
and sold hereby by the Selling Stockholders to third parties 
unaffiliated with such Selling Stockholders.
These percentages are calculated in accordance with Section 
13(d) of the Securities Exchange Act of 1934, as amended, and the 
rules promulgated thereunder, without giving effect to the 60 day 
limitation regarding the conversion of convertible securities.  
Based upon 3,188,515 shares of Common Stock issued and 
outstanding as of June 16, 1997.
Includes 5,311 shares of Common Stock and 1,125 Shares 
issued pursuant to the Stock Grant Plan.
Includes 1,000 Shares issuable upon the exercise of 1996 
Plan Options.
Includes 7,625 shares of Common Stock and 3,500 Shares 
issuable upon the exercise of 1996 Plan Options.
Includes 20,000 Shares issued pursuant to the Stock Grant 
Plan.
Includes 4,107 shares of Common Stock and 750 Shares 
issued pursuant to the Stock Grant Plan.
Includes 24,012 shares of Common Stock and 20,000 
Shares previously issued upon the exercise of 1996 Plan Options.
Includes 150 shares of Common Stock and 150 Shares 
issued pursuant to the Stock Grant Plan.
Includes 8,315 shares of Common Stock, 6,000 Shares 
issued pursuant to the Stock Grant Plan and 2,500 Shares issuable 
upon the exercise of 1996 Plan Options.
Includes 4,239 shares of Common Stock, 2,184 Shares 
issued pursuant to the Stock Grant Plan and 7,875 Shares issuable 
upon the exercise of 1986 Plan Options.
Includes 4,856 shares of Common Stock and 2,500 Shares 
issuable upon the exercise of 1996 Plan Options.
Includes 236 shares of Common Stock and 3,500 Shares 
issuable upon the exercise of 1996 Plan Options.
Includes 1,000 Shares issuable upon the exercise of 1996 
Plan Options.
Includes 75,071 shares of Common Stock, 23,106 Shares 
issued pursuant to the Stock Grant Plan, 31,500 Shares issuable 
upon the exercise of 1986 Plan Options and 20,000 Shares issuable 
upon the exercise of 1996 Plan Options.
Includes 1,000 Shares issuable upon the exercise of 1996 
Plan Options.
Includes 2,677 shares of Common Stock and 3,500 Shares 
issuable upon the exercise of 1996 Plan Options.
Includes 441 shares of Common Stock, 1,312 Shares 
issuable upon the exercise of 1986 Plan Options and 1,000 Shares 
issuable upon the exercise of 1996 Plan Options.
Includes 512 shares of Common Stock and 150 Shares 
issued pursuant to the Stock Grant Plan.
Includes 3,033 shares of Common Stock and 563 Shares 
issued pursuant to the Stock Grant Plan.
Includes 1,499 shares of Common Stock, 2,673 Shares 
issued pursuant to the Stock Grant Plan, 7,875 Shares issuable 
upon the exercise of 1986 Plan Options and 15,000 Shares issuable 
upon the exercise of 1996 Plan Options.
Includes 2,590 shares of Common Stock and 300 Shares 
issued pursuant to the Stock Grant Plan.
Includes 9,446 shares of Common Stock, 10,440 Shares 
issued pursuant to the Stock Grant Plan, 15,750 Shares issuable 
upon the exercise of 1986 Plan Options and 7,500 Shares issuable 
upon the exercise of 1996 Plan Options.
Includes 7,500 Shares issuable upon the exercise of 1996 
Plan Options.
Includes 5,727 shares of Common Stock and 2,250 Shares 
issued pursuant to the Stock Grant Plan.
Includes 1,512 shares of Common Stock and 749 Shares 
issued pursuant to the Stock Grant Plan.
PLAN OF DISTRIBUTION

The Common Stock is listed for trading on the NNM.  The sale of 
the Shares offered hereunder is not being underwritten. The Shares 
 covered by this Prospectus may be offered and sold by the Selling 
Stockholders from time to time on the NNM through broker-
dealers selected by the Selling Stockholders at market prices 
prevailing at the time of sale, in private transactions at negotiated 
prices or otherwise.  It is anticipated that such transactions will be 
effected without payment of any underwriting commissions or 
discounts, other than brokers' commissions or fees customarily 
paid in connection with such transactions, which commissions and 
fees will be borne by the Selling Stockholders.  

The Company has agreed to bear the costs of registering the Shares 
offered hereby under the Securities Act, but will not receive any of 
the proceeds from the sale of such Shares.

There is no assurance that the Selling Stockholders will sell any or 
all of the Shares offered hereby.

LEGAL MATTERS

The validity of the Shares offered hereby has been passed upon for 
the Company by Klehr, Harrison, Harvey, Branzburg & Ellers, 
Philadelphia, Pennsylvania. 

EXPERTS

The consolidated financial statements and schedule of the 
Company appearing in the Company's 1996 Annual Report have 
been audited by Deloitte & Touche LLP, independent auditors, as 
set forth in their report thereon included therein and incorporated 
herein by reference.  Such consolidated financial statements and 
schedule have been incorporated herein by reference in reliance 
upon such report given upon the authority of such firm as experts 
in accounting and auditing.

No dealer, salesman or any other person has been authorized to 
give any information or to make any representations not contained 
in this Prospectus in connection with the offering described herein 
and, if given or made, such information or representation must not 
be relied upon as having been authorized by the Company or the 
Selling Stockholders. This Prospectus does not constitute an offer 
to sell or a solicitation of an offer to buy a security other than the 
shares of Common Stock offered hereby, nor does it constitute an 
offer to sell or a solicitation of an offer to buy any of the securities 
offered hereby in any jurisdiction to any person to whom it is 
unlawful to make such offer or solicitation in such jurisdiction.  
Neither the delivery of this Prospectus nor any sale made hereunder 
shall, under any circumstances, create any implication that the 
information contained herein is correct as of any date subsequent to 
the date hereof.

514,312 Shares of Common Stock
	
RYAN, BECK & CO., INC.

PROSPECTUS

June 30, 1997

TABLE OF CONTENTS
Page
Available Information	2
Incorporation of Certain 
Documents by Reference	2
The Company	4
Forward-Looking Statements	4
Use of Proceeds	4
Selling Stockholders	5
Plan of Distribution	7
Legal Matters	7
PART II
INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT

Item 3.	Incorporation of Documents by Reference.  

The following documents filed by the Company with the Securities 
and Exchange Commission pursuant to the Securities Exchange 
Act of 1934, as amended, are incorporated into this Registration 
Statement by reference:  

1. The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1996; 

2. The Company's Quarterly Report on Form 10-Q for the quarterly 
period ended March 31, 1997;

3. The Company's Current Report on Form 8-K dated June 9, 1997; 
and

4. The description of the Company's Common Stock contained in 
the Company's Registration Statement on Form 8-A, dated June 2, 
1986, including all amendments and reports filed for the purpose of 
updating such description.

All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d) 
of the Exchange Act subsequent to the date of this Prospectus and 
prior to the completion or termination of this offering shall be 
deemed to be incorporated by reference in this Prospectus and to be 
part hereof from the date of filing of such documents.  Any 
statement contained in a document, all or a portion of which is 
incorporated or deemed to be incorporated by reference herein, 
shall be deemed to be modified or superseded for purposes of this 
Prospectus to the extent that a statement contained herein or in any 
other subsequently filed document, which also is or is deemed to 
be incorporated by reference herein, modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part 
of this Prospectus.

Item 4.	Description of Securities.

Not applicable.

Item 5.	Interests of Named Experts and Counsel.

Klehr, Harrison, Harvey, Branzburg & Ellers, Philadelphia, 
Pennsylvania, has delivered an opinion in connection herewith 
with respect to the legality of the shares of Common Stock being 
registered hereunder.  Members of such firm beneficially own an 
aggregate of 100,000 shares of Common Stock.

Item 6.	Indemnification of Directors and Officers.

In accordance with Section 14A:3-5 of the New Jersey Business 
Corporation Act, the Company's Certificate of Incorporation 
authorizes the Company to enter into agreements pursuant to which 
the Company would be required to indemnify and hold harmless its 
officers and directors against expenses and liabilities incurred by or 
imposed upon them in connection with any proceedings to which 
they may be made, or threatened to be made, a party, or in which 
they may become involved, by reason of their having been a 
director or officer, to the same extent as they would be indemnified 
and held harmless under a standard directors' and officers' liability 
insurance policy selected by the Board of Directors.  The 
Certificate of Incorporation also requires the Company to provide 
its directors and executive officers with indemnification to the 
fullest extent permitted by law. 

The Company presently maintains directors' and officers' liability 
insurance on certain of its directors and officers.  In addition, the 
Company has entered into indemnification agreements with each of 
its directors and certain senior officers.  These contracts confirm 
the indemnity provided to such persons by the Company's 
Certificate of Incorporation.  The agreements provide that the 
directors and certain senior officers will be indemnified to the 
fullest extent permitted by law against all expenses (including 
attorney's fees), judgements (other than in proceedings by, or in the 
right of, the Company), fines and settlement amounts, paid or 
incurred by them and may have indemnification expenses advanced 
to them in any action or proceeding, including any action by, or in 
the right of, the Company, on account of their service as a director 
or officer of the Company of any subsidiary of the Company or as a 
director or officer of any other entity when they served in such 
capacities at the request of the Company.

Item 7.	Exemption from Registration Claimed.  

Any restricted securities to be offered or resold pursuant to this 
Registration Statement are exempt under Section 4(2) of the 
Securities Act of 1933, as amended, as a non-public offering of 
securities.

Item 8.	Exhibits.

EXHIBITS
Exhibit No.	Description
4.1
Ryan, Beck & Co., Inc. 1996 Stock Option Plan

4.2
Amended and Restated Ryan, Beck & Co., Inc. 
Restricted Stock Grant Plan

5	Opinion of Klehr, Harrison, Harvey, Branzburg & 
Ellers with respect to the legality of the shares of Common Stock 
being registered hereunder.

23.1	Consent of Deloitte & Touche LLP, independent 
auditors, with respect to the consolidated financial statements of 
Ryan, Beck & Co., Inc. for the year ended December 31, 1996.

23.2	Consent of Trien, Rosenberg, Rosenberg, Weinberg, 
Ciullo & Fazzari, LLP, independent auditors, with respect to the 
consolidated financial statements of Ryan, Beck & Co., Inc. for the 
years ended December 31, 1995 and 1994.

24	Powers of Attorney (included in the signature pages 
hereto).
Incorporated by reference from the Company's Annual 
Report on Form 10-K for the fiscal year ended December 31, 1996.
Incorporated by reference from the Company's Annual 
Report on Form 10-K for the fiscal year ended December 31, 1994.
Item 9.		Undertakings.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement;

(i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the 
effective date of this Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set 
forth in this Registration Statement;

(iii) To include any material information with respect to the plan of 
distribution not previously disclosed in this Registration Statement 
or any material change to such information in this Registration 
Statement; provided, however, that paragraphs (a) (1)(i) and (a) 
(1)(ii) do not apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed with or furnished to the Commission by the 
Company pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in this 
Registration Statement.

(2) That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall 
be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain 
unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the 
Securities Act of 1933, each filing of the Company's annual report 
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act 
of 1934 that is incorporated by reference in this Registration 
Statement shall be deemed to be a new registration statement 
relating to the securities offered herein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide 
offering thereof.

(b) Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Company pursuant to its Certificate of 
Incorporation, its bylaws, or otherwise, the Company has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Securities Act of 1933 and is, therefore, 
unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the Company of 
expenses incurred or paid by a director, officer or controlling 
person of the Company in the successful defense of any action, suit 
or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
Company will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question of whether such 
indemnification by it is against public policy as expressed in the 
Securities Act of 1933 and will be governed by the final 
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as 
amended, the Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing on Form S-8 
and has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
West Orange, State of New Jersey, on this 30th day of June, 1997.

RYAN, BECK & CO., INC.

BY: /s/ Ben A. Plotkin		
Ben A. Plotkin, President

POWER OF ATTORNEY

Each of the undersigned officers and directors of Ryan, Beck & 
Co., Inc. whose signature appears below hereby appoints Ben A. 
Plotkin and Leonard J. Stanley and each of them individually as 
true and lawful attorney-in-fact for the undersigned with full power 
of substitution, to execute in his name and on his behalf in each 
capacity stated below, any and all amendments (including post-
effective amendments) to this Registration Statement as the 
attorney-in-fact shall deem appropriate, and to cause to be filed any 
such amendment (including exhibits thereto and other documents 
in connection therewith) to this Registration Statement with the 
Securities and Exchange Commission, as fully and to all intents 
and purposes as such person might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact, or any of 
them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as 
amended, this Registration Statement has been signed by the 
following persons in the capacities indicated on this 30th day of 
June, 1997.

SIGNATURES
Signature	Title(s)
/s/ Ben A. Plotkin	President and Director
Ben A. Plotkin
/s/ Michael M. Horn	Director
Michael M. Horn
/s/ Matthew R. Naula	Vice Chairman, Executive 
Vice President and Director
Matthew R. Naula
/s/ Richard B. Neff	Chairman of the Board and 
Director
Richard B. Neff
/s/ Peter W. Rodino, Jr.	Director
Peter W. Rodino, Jr.
/s/ Jack R. Rosenthal	Vice Chairman and Director
Jack R. Rosenthal
/s/ Leonard J. Stanley	Senior Vice President, and 
Chief Financial and 
Leonard J. Stanley	Administrative Officer 
(Principal Accounting and 
	Financial Officer)
EXHIBIT INDEX
Exhibit Number	Description
5	Opinion of Klehr, Harrison, Harvey, 
Branzburg & Ellers with respect to the legality of the shares of 
Common Stock being registered hereunder.
23.1	Consent of Deloitte & Touche LLP, 
independent auditors, with respect to the consolidated financial 
statements of Ryan, Beck & Co., Inc. for the y	ear ended 
December 31, 1996.
23.2	Consent of Trien, Rosenberg, Rosenberg, 
Weinberg, Ciullo & Fazzari, LLP, independent auditors, with 
respect to the consolidated financial statements of Ryan, Beck & 
Co., Inc. for the years ended December 31, 1995 and 1994.
EXHIBIT 5

[LETTERHEAD OF KLEHR, HARRISON, HARVEY, 
BRANZBURG & ELLERS]

June 30, 1997

Board of Directors
Ryan, Beck & Co., Inc.
80 Main Street
West Orange, New Jersey  07052

Re:	Registration Statement on Form S-8

Gentlemen:

We have acted as counsel to Ryan, Beck & Co., Inc. (the 
"Company") in connection with the proposed registration of shares 
of the Company's common stock, par value $.10 per share (the 
"Common Stock"), on a registration statement on Form S-8 being 
filed by the Company with the Securities and Exchange 
Commission pursuant to the Securities Act of 1933, as amended 
(the "Securities Act").  Such registration statement, as it may be 
amended or supplemented from time to time, including all exhibits 
thereto, is referred to hereinafter as the "Registration Statement."

The shares to be registered (the "Shares") consist of 450,000 shares 
of Common Stock issuable (i) upon the exercise of options (the 
"Plan Options") granted or to be granted to certain officers, 
directors and key employees (or former officers, directors and key 
employees) of the Company pursuant to the Ryan, Beck & Co., Inc. 
1996 Stock Option Plan (the "Option Plan") and (ii) pursuant to the 
Amended and Restated Ryan, Beck & Co., Inc. Restricted Stock 
Grant Plan (the "Stock Grant Plan").  Certain of the Shares may be 
offered and sold from time to time for the account of the persons 
referred to in the Registration Statement as "Selling Stockholders."

In this regard, we have examined: (i) the Option Plan; (ii) the 
award agreements granting Plan Options pursuant to the Option 
Plan to certain of the officers and directors of the Company; (iii) 
the Stock Grant Plan; (iv) the award agreements granting Shares 
pursuant to the Stock Grant Plan to certain of the employees of the 
Company; (v) the Company's Certificate of Incorporation and 
Bylaws, each as amended and as presently in effect; (v) the 
Registration Statement; and (vi) such officers' certificates, 
resolutions, minutes, corporate records and other documents as we 
have deemed necessary or appropriate for purposes of rendering 
the opinions expressed herein.

In rendering such opinions, we have assumed the authenticity of all 
documents and records examined, the conformity with the original 
documents of all documents submitted to us as copies and the 
genuineness of all signatures.  

The opinions expressed herein are based solely upon our review of 
the documents and other materials expressly referred to above.  
Other than such documents and other materials, we have not 
reviewed any other documents in rendering such opinions.  Such 
opinions are therefore qualified by the scope of that document 
examination.

Based upon and subject to the foregoing, and on such other 
examinations of law and fact as we have deemed necessary or 
appropriate in connection herewith, we are of the opinion that, 
upon exercise of the Plan Options in accordance with the 
provisions of the Option Plan and the applicable award agreements 
and upon issuance of shares of Common Stock in accordance with 
the provisions of the Stock Grant Plan and the applicable award 
agreements, as applicable, the Shares issued pursuant to the Option 
Plan and the Grant Plan, as the case may be, are or will be, as the 
case may be, duly authorized, validly issued, fully paid and 
nonassessable shares of Common Stock.

This opinion is limited to the law of the State of New Jersey and 
the Federal securities law of the United States. Except as expressly 
otherwise noted herein, this opinion is given as of the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference made to this firm under 
the caption "Legal Matters" in the Prospectus constituting a part of 
the Registration Statement.  By giving such consent, we do not 
hereby admit that we fall within the category of persons whose 
consent is required pursuant to Section 7 of the Securities Act.

Very truly yours,

/s/ Klehr, Harrison, Harvey, Branzburg & Ellers

EXHIBIT 23.1

Independent Auditors' Consent

We consent to the incorporation by reference in this Registration 
Statement of Ryan, Beck & Co., Inc. (the "Company") pertaining to 
the Ryan, Beck & Co., Inc. 1996 Stock Option Plan and the 
Amended and Restated Ryan, Beck & Co., Inc. Restricted Stock 
Grant Plan on Form S-8 of our report dated February 14, 1997 
appearing in the Annual Report on Form 10-K of Ryan, Beck & 
Co., Inc. for the year ended December 31, 1996, and to the 
reference to us under the heading "Experts" in this Prospectus, 
which is part of this Registration Statement.  

/s/ Deloitte & Touche LLP

New York, New York
June 27, 1997

EXHIBIT 23.2

Consent of Independent Auditors

We hereby consent to the incorporation by reference in the 
Registration Statement on Form S-8 of Ryan, Beck & Co., Inc. (the 
"Company") pertaining to the Ryan, Beck & Co., Inc. 1996 Stock 
Option Plan and the Amended and Restated Ryan, Beck & Co., 
Inc. Restricted Stock Grant Plan of our report dated February 5, 
1996, with respect to the consolidated statements of financial 
condition of the Company as of December 31, 1995 and 1994 and 
the related consolidated statements of cash flows for the two years 
then ended, which report is incorporated  by reference into the 
Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1996 filed with the Securities and Exchange 
Commission.

/s/ Trien, Rosenberg, Rosenberg, Weinberg, Ciullo & Fazzari, LLP

Morristown, New Jersey
June 27, 1997