UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                          SCHEDULE  13G

            Under the Securities Exchange Act of 1934
                                 
                   (Amendment No.    2      )*
                         (Name of Issuer)


                       BIO RESPONSE INC.
                        (Name of Issuer)

                          COMMON STOCK
                 (Title of Class of Securities)
                                
                           090575101 
                         (CUSIP Number)

     Check the following box if a fee is being paid with this
statement.  (A fee is not required only if the filing person: 
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7). 

     The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.

     The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).


1.     Names of Reporting Persons: Herzog, Heine, Geduld, Inc.

       I.R.S. Identification Nos. Of above Persons (entities      
       only): #13-1955436

2.     Check the Appropriate Box if a Member of a Group*
       (a)     [  ]
       (b)     [  ]

3.     SEC use only ____________________________

4.     Citizenship or place of organization: New York

Number of        5.   Sole Voting Power: 504,556

Shares
Beneficially     6.   Shared Voting Power: None

Owned by
Each             7.   Sole Dispositive Power: 504,556

Reporting 
Person With      8.   Shared Dispositive Power: None

9.     Aggregate Amount Beneficially Owned by Each Reporting      
       Person

       504,556

10.    Check if the Aggregate Amount in Row (9) Excludes Certain  
       Shares*

       (Not Applicable)

11.    Percent of Class Represented by Amount in Row 9: 5.498

12.    Type of Reporting Person*: BD








Item 1(a)     Name of Issuer
              BIO RESPONSE INC. (the "Company")

Item 1(b)     Address of Issuer's Principal Executive Offices
              1978 W. WINTON AVENUE
              HAYWARD, CA 94545

Item 2(a)     Name of Person Filing
              Herzog, Heine, Geduld, Inc. ("HHG")

Item 2(b)     Address of Principal Business Office
              525 Washington Blvd.
              Jersey City, NJ 07310

Item 2(c)     Citizenship
              New York Corporation

Item 2(d)     Title of Class of Securities
              Common Stock

Item 2(e)     Cusip Number
              090575101

Item 3        IF THIS STATEMENT IS FILED PURSUANT TO RULES
              13d-1(b) or 13d-2(b)
              CHECK WHETHER THE PERSON FILING IS A:
               This statement is filed by HHG, which is a broker- 
               dealer registered under Section 15 of the          
              Securities Exchange Act of 1934, as amended.


Item 4        Ownership
              (a)  as of December 31,1998 HHG owned 504,556       
             shares of Common Stock.
              (b)  HHG's Common Stock ownership as of December    
                   31, 1998 represented 5.469% of the outstanding 
                   Common Stock based upon the outstanding share  
                  figure retrieved from Williams Act Report       
                  and/or Company.
              (C)  HHG has sole power to vote and to dispose of   
                   shares of Class A Common Stock.

Item 5.     Ownership of Five Percent or Less of A Class
            (Not applicable)

Item 6.     Ownership of More Than Five Percent on Behalf of      
            Another Person
            (Not applicable)

Item 7.     Identification and Classification of the Subsidiary   
            Which Acquired the Security Being Reported on by the  
            Parent Holding Company
            (Not applicable)

Item 8.     Identification and Classification of Members of the   
            Group
            (Not applicable)

Item 9.     Notice of Dissolution of Group
            (Not applicable)

Item 10.    Certification
            By signing below I certify that, to the best of my    
            knowledge and behalf, the securities referred to      
            above were acquired in the ordinary course of         
            business and were not acquired for the purpose of and 
            do not have the effect of changing or influencing the 
            control of the issuer of such securities and were not 
            acquired in connection with or as a participant in    
            any transaction having such purposes or effect.


                           SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I Certify that the information set forth in this
statement is true, complete and correct.

                                     HERZOG, HEINE, GEDULD, INC.


                                       By:      /s/ Alan DeLauro
                                       __________________________
                                        Alan DeLauro
                                        Senior Vice President and
                                        Director of Compliance