As filed with the Securities and Exchange Commission on 
August 12, 1997

Registration No. 333-________

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. 1997 Employee Restricted Stock 
Purchase 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 Statements on Form S-8 (File Nos. 33-47410 
and 333-30325), as amended (collectively, the "Prior 
Registration Statements"),  is intended for use in connection 
therewith, and constitutes a post-effective amendment 
thereto.

<TABLE>

CALCULATION OF REGISTRATION FEE

<CAPTION>
			Proposed	Proposed
Title of Securities	Amount to be	Maximum Offering	Maximum Aggregate	Amount of
to be Registered	Registered	Price Per Share	Offering Price	Fee

<S>	<C>	<C>	<C>	<C>
Common Stock, par	179,190<F1>	$5.25<F3>	$940,747.50	$285.08<F3>
value $.10 per share
Common Stock, par	514,312<F2>	<F2>	<F2>	<F2>
value $.10 per share
Total				$285.08

<FN>
<F1>  Represents the number of shares of the Registrant's 
Common Stock reserved for issuance pursuant to the Ryan, 
Beck & Co., Inc. 1997 Employee Restricted Stock Purchase 
Plan. 
<F2>  Such shares of the Registrant's Common Stock were 
previously registered on the Prior Registration Statements.  
In connection therewith, the Company paid registration fees, 
in the aggregate, of $752.70.
<F3>  Based on the closing sales price of the Registrant's 
Common Stock as reported by the Nasdaq National Market 
on August 8, 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

693,502 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, (iii) pursuant to the terms of the 
Amended and Restated Ryan, Beck & Co., Inc. Restricted 
Stock Grant Plan (the "Stock Grant Plan") and (iv) pursuant 
to the terms of the Ryan, Beck & Co., Inc. 1997 Employee 
Restricted Stock Purchase Plan (the "Stock Purchase 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 August 12, 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

Certain "affiliates" (as defined under Rule 405 promulgated 
under the Securities Act) of the Company are eligible to sell, 
pursuant to this Prospectus, any Shares acquired by such 
affiliates, subsequent to the date of this Prospectus, upon 
the exercise of 1996 Plan Options and/or pursuant to the 
Stock Grant Plan and/or the Stock Purchase Plan.  As the 
names of such affiliates and the amount of Shares to be 
offered by them become known, the Company will 
supplement this Prospectus with such information.  In 
addition, 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>
Christopher Bayait	1,000<F5>	1,000	0	0
Christopher Cerniglia	16,125<F6>	8,500	7,625	*
Lawrence Cohn	20,000<F7>	20,000	0	0
Jim Dzikowski	5,000<F8>	5,000	0	0
Craig Eckenthal	30,001<F9>	5,000	25,001	*
Philip Grand	5,000<F10>	5,000	0	0
Allen Greene, former
President & CEO	44,012<F11>	20,000	24,012	*
Michael M. Horn, Director	20,368<F12>	1,500	18,868	*
Jonathan Klausner, Senior 
Vice President	24,315<F13>	10,000	14,315	*
Robert Lewit	5,000<F14>	5,000	0	0
Andrew Lieb	5,000<F15>	5,000	0	0
Lois Livreri	5,000<F16>	5,000	0	0
Guy Malaby	14,298<F17>	7,875	6,423	*
Brian McShane	12,356<F18>	7,500	4,856	*
Richard B. Neff, Director	22,207<F19>	3,000	19,207	*
James Newman	3,736<F20>	3,500	236	*
Robert W. Pangia, Director	1,621<F21>	1,621	0	0
Christopher Parker	1,000<F22>	1,000	0	0
Benjamin Perlmutter, Director	2,933<F23>	1,621	1,312	0
Ben Plotkin, President
and Director	164,677<F24>	66,500	98,177	3.0%
Robin Poliner	1,000<F25>	1,000	0	0
Dan Ramer	5,000<F26>	5,000	0	0
Dennis Reynolds	11,177<F27>	8,500	2,677	*
Peter W. Rodino, Jr., Director	1,500<F28>	1,500	0	0
Mildred Santillo	2,753<F29>	2,312	441	*
Leonard Stanley, Senior
Vice President, Chief Financial 
and Administrative Officer
and Director	28,222<F30>	22,875	5,346	*
Jay Suskind, Senior Vice	46,076<F31>	23,250	22,826	*
President and Director
Erik van Nispen	7,500<F32>	7,500	0	0

 * 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 3,205,604 
shares of Common Stock issued and outstanding as of July 
31, 1997. 
<F5>	Includes 1,000 Shares issuable upon the exercise of 
1996 Plan Options.

<F6>	Includes 7,625 shares of Common Stock and 8,500 
Shares issuable upon the exercise of 1996 Plan Options.
<F7>	Includes 20,000 Shares issued pursuant to the 
Stock Grant Plan.
<F8>	Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
<F9>	Includes 25,001 shares of Common Stock and 
5,000 Shares issuable upon the exercise of 1996 Plan 
Options.
<F10>	Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
<F11>	Includes 24,012 shares of Common Stock and 
20,000 Shares previously issued upon the exercise of 1996 
Plan Options.
<F12>	Includes 18,868 shares of Common Stock and 
1,500 Shares issued pursuant to the Stock Grant Plan.
<F13>	Includes 8,315 shares of Common Stock, 6,000 
Shares issued pursuant to the Stock Grant Plan and 10,000 
Shares issuable upon the exercise of 1996 Plan Options.
<F14>	Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
<F15>	Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
<F16>	Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
<F17>	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.
<F18>	Includes 4,856 shares of Common Stock and 7,500 
Shares issuable upon the exercise of 1996 Plan Options.
<F19>	Includes 19,207 shares of Common Stock and 
3,000 Shares issued pursuant to the Stock Grant Plan.
<F20>	Includes 236 shares of Common Stock and 3,500 
Shares issuable upon the exercise of 1996 Plan Options.
<F21>	Includes 1,621 Shares issued pursuant to the Stock 
Grant Plan.
<F22>	Includes 1,000 Shares issuable upon the exercise of 
1996 Plan Options.
<F23>	Includes 1,312 shares of Common Stock and 1,621 
Shares issued pursuant to the Stock Grant Plan.
<F24>	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 
35,000 Shares issuable upon the exercise of 1996 Plan 
Options.
<F25>	Includes 1,000 Shares issuable upon the exercise of 
1996 Plan Options.
<F26>	Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
<F27>	Includes 2,677 shares of Common Stock and 8,500 
Shares issuable upon the exercise of 1996 Plan Options.
<F28>	Includes 1,500 Shares issued pursuant to the Stock 
Grant Plan.
<F29>	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.
<F30>	Includes 2,674 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.
<F31>	Includes 12,386  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.
<F32>	Includes 7,500 Shares issuable upon the exercise of 
1996 Plan Options.
</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.



<TABLE>
TABLE OF CONTENTS
<CAPTION>
	Page
<S>	<C>
Available Information	2
Incorporation of Certain
Documents by Reference	2
The Company	3
Forward Looking
Statements	4
Use of Proceeds	4
Selling Stockholders	5
Plan of Distribution	8
Legal Matters	8
Experts	8
</TABLE>


693,502 Shares of Common Stock

RYAN, BECK & CO., INC.

PROSPECTUS

August 12, 1997

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. 

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   	Ryan, Beck & Co., Inc. 1997 Employee 
Restricted Stock Purchase 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).
</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 12th day of August, 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 12th 
day of August, 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/ Robert W. Pangia	Director
Robert W. Pangia
/s/ Benjamin Perlmutter	Director
Benjamin Perlmutter
/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) and Director
/s/ Jay Suskind	Senior Vice 
President and Director
Jay Suskind
</TABLE>

<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number		Description
<S>			<C>
4	Ryan, Beck & Co., Inc. 1997 
Employee Restricted Stock Purchase 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.
</TABLE>

EXHIBIT 4

RYAN, BECK & CO., INC.
1997 EMPLOYEE RESTRICTED STOCK PURCHASE 
PLAN

At the outset of the year, we stated in our general business 
plan a desire to encourage employee ownership of Ryan, 
Beck stock.  In furtherance of this goal, this week the Board 
of Directors approved a one time stock match program for 
all employees.  We are offering every employee an 
opportunity to acquire Ryan, Beck & Co. stock through our 
Restricted Stock Grant Plan.

Every employee will be entitled to purchase a limited 
amount of Ryan, Beck & Co. stock as outlined in the 
schedule below.  For every $500 of stock that you purchase, 
the Company will acquire an additional $125 of stock for 
you.  The shares that the Company acquires will have a cliff 
vesting period of three years.  In order to receive the shares 
purchased for you by the Company, you must hold the 
shares you purchased for three years and also remain an 
employee at the end of the three year vesting period.  If you 
leave the employ of Ryan, Beck & Co. in less than three 
years you only forfeit the shares purchased by the company, 
not your own shares.

You will receive any dividends paid on both the shares you 
purchased and the shares that the Company has acquired for 
you.  These shares must be purchased in $500 increments.  
Also, if there is adequate interest, we will help to arrange 
loans to finance the purchase with an unaffiliated lender at 
market rates.

This window will remain open only until the close of 
business on August 1, 1997.  For both the shares purchased 
by employees and the "match" shares, we intend to furnish 
the shares at a price determined as follows:  the average 
over the ten trading days ending on July 31, 1997 of the 
average of the bid - ask at the daily closing.  We feel that 
this is an excellent chance to promote employee stock 
ownership, and we hope that you all take advantage of this 
generous opportunity.  You should be aware that every 
member of the Senior Management Group intends to 
participate in this program.  Moreover, all outside directors 
of Ryan, Beck & Co. now take a portion of their 
compensation in the form of stock.

The Schedule below outlines the amount of restricted shares 
you can acquire through this offer:

<TABLE>
SCHEDULE
<CAPTION>
		The maximum Company match,
	The maximum $ amount of	which is equal to 25%
Your 1996 Compensation Level	restricted shares you 
can purchase	of the shares you 
purchase
<S>	<C>		<C>
Less than $30,000	$5,000		$1,250
$30,000 - $75,000	$25,000		$6,250
More than $75,000	$50,000		$12,500

</TABLE>

In closing, please remember this is our Company - you 
should own a piece of the new Ryan, Beck & Co.!  Please 
return this form as soon as possible.

Please return this page to Grace O'Deven in Human 
Resources by July 31, 1997.

Name:  							
	

_____Yes, I am interested in purchasing $____________ of 
Ryan, Beck & Co. stock.

_____I am interested in talking to a lender.

_____No, I am not interested in purchasing any Ryan, Beck 
& Co. stock.


EXHIBIT 5

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

August 12, 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 
178,690 shares of Common Stock issuable pursuant to the 
Ryan, Beck & Co., Inc. 1997 Employee Restricted Stock 
Purchase (the "Stock Purchase 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 Stock Purchase 
Plan; (ii) the Company's Certificate of Incorporation and 
Bylaws, each as amended and as presently in effect; (iii) the 
Registration Statement; and (iv) 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 issuance in accordance with the provisions of the 
Stock Purchase Plan, the Shares will 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. 1997 
Employee Restricted Stock Purchase 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
August 12, 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. 1997 Employee Restricted Stock Purchase 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
August 12, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 43541}]
{"company-data": {"conformed-name": "RYAN BECK & CO INC", "cik": "0000793280", "assigned-sic": "6211", "irs-number": "221773796", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33427", "film-number": "97657360"}, "business-address": {"street1": "80 MAIN ST", "city": "WEST ORANGE", "state": "NJ", "zip": "07052", "phone": "2013253000"}, "mail-address": {"street2": "80 MAIN STREET", "city": "WEST ORANGE", "state": "NJ", "zip": "07052"}}
As filed with the Securities and Exchange Commission on 
August 12, 1997

Registration No. 333-________

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. 1997 Employee Restricted Stock 
Purchase 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 Statements on Form S-8 (File Nos. 33-47410 
and 333-30325), as amended (collectively, the "Prior 
Registration Statements"),  is intended for use in connection 
therewith, and constitutes a post-effective amendment 
thereto.

CALCULATION OF REGISTRATION FEE
Proposed	Proposed
Title of Securities	Amount to be	Maximum Offering	Maximum Aggregate	Amount of
to be Registered	Registered	Price Per Share	Offering Price	Fee
Common Stock, par	179,190
$5.25
$940,747.50	$285.08
value $.10 per share
Common Stock, par	514,312
value $.10 per share
Total				$285.08
Represents the number of shares of the Registrant's 
Common Stock reserved for issuance pursuant to the Ryan, 
Beck & Co., Inc. 1997 Employee Restricted Stock Purchase 
Plan.
Such shares of the Registrant's Common Stock were 
previously registered on the Prior Registration Statements.  
In connection therewith, the Company paid registration fees, 
in the aggregate, of $752.70.
Based on the closing sales price of the Registrant's 
Common Stock as reported by the Nasdaq National Market 
on August 8, 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

693,502 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, (iii) pursuant to the terms of the 
Amended and Restated Ryan, Beck & Co., Inc. Restricted 
Stock Grant Plan (the "Stock Grant Plan") and (iv) pursuant 
to the terms of the Ryan, Beck & Co., Inc. 1997 Employee 
Restricted Stock Purchase Plan (the "Stock Purchase 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 August 12, 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

Certain "affiliates" (as defined under Rule 405 promulgated 
under the Securities Act) of the Company are eligible to sell, 
pursuant to this Prospectus, any Shares acquired by such 
affiliates, subsequent to the date of this Prospectus, upon 
the exercise of 1996 Plan Options and/or pursuant to the 
Stock Grant Plan and/or the Stock Purchase Plan.  As the 
names of such affiliates and the amount of Shares to be 
offered by them become known, the Company will 
supplement this Prospectus with such information.  In 
addition, 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
Christopher Bayait	1,000
1,000	0	0
Christopher Cerniglia	16,125
8,500	7,625	*
Lawrence Cohn	20,000
20,000	0	0
Jim Dzikowski	5,000
5,000	0	0
Craig Eckenthal	30,001
5,000	25,001	*
Philip Grand	5,000
5,000	0	0
Allen Greene, former
President & CEO	44,012
20,000	24,012	*
Michael M. Horn, Director	20,368
1,500	18,868	*
Jonathan Klausner, Senior 
Vice President	24,315
10,000	14,315	*
Robert Lewit	5,000
5,000	0	0
Andrew Lieb	5,000
5,000	0	0
Lois Livreri	5,000
5,000	0	0
Guy Malaby	14,298
7,875	6,423	*
Brian McShane	12,356
7,500	4,856	*
Richard B. Neff, Director	22,207
3,000	19,207	*
James Newman	3,736
3,500	236	*
Robert W. Pangia, Director	1,621
1,621	0	0
Christopher Parker	1,000
1,000	0	0
Benjamin Perlmutter, Director	2,933
1,621	1,312	0
Ben Plotkin, President
and Director	164,677
66,500	98,177	3.0%
Robin Poliner	1,000
1,000	0	0
Dan Ramer	5,000
5,000	0	0
Dennis Reynolds	11,177
8,500	2,677	*
Peter W. Rodino, Jr., Director	1,500
1,500	0	0
Mildred Santillo	2,753
2,312	441	*
Leonard Stanley, Senior
Vice President, Chief Financial 
and Administrative Officer
and Director	28,222
22,875	5,346	*
Jay Suskind, Senior Vice	46,076
23,250	22,826	*
President and Director
Erik van Nispen	7,500
7,500	0	0

 * 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 3,205,604 
shares of Common Stock issued and outstanding as of July 
31, 1997.
Includes 1,000 Shares issuable upon the exercise of 
1996 Plan Options.
Includes 7,625 shares of Common Stock and 8,500 
Shares issuable upon the exercise of 1996 Plan Options.
Includes 20,000 Shares issued pursuant to the 
Stock Grant Plan.
Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
Includes 25,001 shares of Common Stock and 
5,000 Shares issuable upon the exercise of 1996 Plan 
Options.
Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
Includes 24,012 shares of Common Stock and 
20,000 Shares previously issued upon the exercise of 1996 
Plan Options.
Includes 18,868 shares of Common Stock and 
1,500 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 10,000 
Shares issuable upon the exercise of 1996 Plan Options.
Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
Includes 5,000 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 7,500 
Shares issuable upon the exercise of 1996 Plan Options.
Includes 19,207 shares of Common Stock and 
3,000 Shares issued pursuant to the Stock Grant Plan.
Includes 236 shares of Common Stock and 3,500 
Shares issuable upon the exercise of 1996 Plan Options.
Includes 1,621 Shares issued pursuant to the Stock 
Grant Plan.
Includes 1,000 Shares issuable upon the exercise of 
1996 Plan Options.
Includes 1,312 shares of Common Stock and 1,621 
Shares issued pursuant to the Stock Grant Plan.
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 
35,000 Shares issuable upon the exercise of 1996 Plan 
Options.
Includes 1,000 Shares issuable upon the exercise of 
1996 Plan Options.
Includes 5,000 Shares issuable upon the exercise of 
1996 Plan Options.
Includes 2,677 shares of Common Stock and 8,500 
Shares issuable upon the exercise of 1996 Plan Options.
Includes 1,500 Shares issued pursuant to the Stock 
Grant Plan.
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 2,674 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 12,386  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.
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.

TABLE OF CONTENTS
Page
Available Information	2
Incorporation of Certain
Documents by Reference	2
The Company	3
Forward Looking
Statements	4
Use of Proceeds	4
Selling Stockholders	5
Plan of Distribution	8
Legal Matters	8
Experts	8
693,502 Shares of Common Stock

RYAN, BECK & CO., INC.

PROSPECTUS

August 12, 1997

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. 

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   	Ryan, Beck & Co., Inc. 1997 Employee 
Restricted Stock Purchase 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).
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 12th day of August, 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 12th 
day of August, 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/ Robert W. Pangia	Director
Robert W. Pangia
/s/ Benjamin Perlmutter	Director
Benjamin Perlmutter
/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) and Director
/s/ Jay Suskind	Senior Vice 
President and Director
Jay Suskind
EXHIBIT INDEX
Exhibit Number		Description
4	Ryan, Beck & Co., Inc. 1997 
Employee Restricted Stock Purchase 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.
EXHIBIT 4

RYAN, BECK & CO., INC.
1997 EMPLOYEE RESTRICTED STOCK PURCHASE 
PLAN

At the outset of the year, we stated in our general business 
plan a desire to encourage employee ownership of Ryan, 
Beck stock.  In furtherance of this goal, this week the Board 
of Directors approved a one time stock match program for 
all employees.  We are offering every employee an 
opportunity to acquire Ryan, Beck & Co. stock through our 
Restricted Stock Grant Plan.

Every employee will be entitled to purchase a limited 
amount of Ryan, Beck & Co. stock as outlined in the 
schedule below.  For every $500 of stock that you purchase, 
the Company will acquire an additional $125 of stock for 
you.  The shares that the Company acquires will have a cliff 
vesting period of three years.  In order to receive the shares 
purchased for you by the Company, you must hold the 
shares you purchased for three years and also remain an 
employee at the end of the three year vesting period.  If you 
leave the employ of Ryan, Beck & Co. in less than three 
years you only forfeit the shares purchased by the company, 
not your own shares.

You will receive any dividends paid on both the shares you 
purchased and the shares that the Company has acquired for 
you.  These shares must be purchased in $500 increments.  
Also, if there is adequate interest, we will help to arrange 
loans to finance the purchase with an unaffiliated lender at 
market rates.

This window will remain open only until the close of 
business on August 1, 1997.  For both the shares purchased 
by employees and the "match" shares, we intend to furnish 
the shares at a price determined as follows:  the average 
over the ten trading days ending on July 31, 1997 of the 
average of the bid - ask at the daily closing.  We feel that 
this is an excellent chance to promote employee stock 
ownership, and we hope that you all take advantage of this 
generous opportunity.  You should be aware that every 
member of the Senior Management Group intends to 
participate in this program.  Moreover, all outside directors 
of Ryan, Beck & Co. now take a portion of their 
compensation in the form of stock.

The Schedule below outlines the amount of restricted shares 
you can acquire through this offer:

SCHEDULE
The maximum Company match,
	The maximum $ amount of	which is equal to 25%
Your 1996 Compensation Level	restricted shares you 
can purchase	of the shares you 
purchase
Less than $30,000	$5,000		$1,250
$30,000 - $75,000	$25,000		$6,250
More than $75,000	$50,000		$12,500
In closing, please remember this is our Company - you 
should own a piece of the new Ryan, Beck & Co.!  Please 
return this form as soon as possible.

Please return this page to Grace O'Deven in Human 
Resources by July 31, 1997.

Name:  							
	

_____Yes, I am interested in purchasing $____________ of 
Ryan, Beck & Co. stock.

_____I am interested in talking to a lender.

_____No, I am not interested in purchasing any Ryan, Beck 
& Co. stock.

EXHIBIT 5

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

August 12, 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 
178,690 shares of Common Stock issuable pursuant to the 
Ryan, Beck & Co., Inc. 1997 Employee Restricted Stock 
Purchase (the "Stock Purchase 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 Stock Purchase 
Plan; (ii) the Company's Certificate of Incorporation and 
Bylaws, each as amended and as presently in effect; (iii) the 
Registration Statement; and (iv) 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 issuance in accordance with the provisions of the 
Stock Purchase Plan, the Shares will 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. 1997 
Employee Restricted Stock Purchase 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
August 12, 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. 1997 Employee Restricted Stock Purchase 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
August 12, 1997