CUSIP No.    36866X104                        13G
Page 3 of 3 Pages


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            _________

                          SCHEDULE 13G
                         (Rule 13d-102)
         INFORMATION TO BE INCLUDED IN STATEMENTS FILED
        PURSUANT TO RULES 13d-1(b)(c), AND (d) AND 13d-2
            UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           Gen RX Inc.
                         (Name of Issuer)

                  Common Stock, $.004 Par Value
                 (Title of Class of Securities)

                            36866X104
                         (CUSIP Number)

                        December 31, 1999
     (Date of Event Which Requires Filing of this statement)

     Check the appropriate box to designate the rule pursuant to
     which this Schedule is filed:

     Rule 13d-1(b)
     Rule 13d-1(c)
      Rule 13d-1(d)
_________________________________________________________________
1.   NAME OF REPORTING PERSON:     Spear, Leeds & Kellogg Capital
Markets Division of Spear, Leeds & Kellogg
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
_____13-5515160__________________________________________________
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                  (a)
                                                  (b)
_________________________________________________________________
3.   SEC USE ONLY
_________________________________________________________________
4.   CITIZENSHIP OR PLACE OF ORGANIZATION              USA
_________________________________________________________________
NUMBER OF      5.   SOLE VOTING POWER NUMBER OF SHARES 543,282
SHARES         __________________________________________________
BENEFICIALLY   6.   SHARED VOTING POWER
OWNED BY       _______________________________________
EACH           7.   SOLE DISPOSITIVE POWER 543,282
REPORTING      __________________________________________________
PERSON WITH    8.   SHARED DISPOSITIVE POWER
__________________________________________________________
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     543,282
_________________________________________________________________
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES
_________________________________________________________________
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   2.887%
_________________________________________________________________
12.  TYPE OF REPORTING PERSON                               BD
_________________________________________________________________
Item 1.
     Item 1(a): Name of Issuer: Gen RX Inc.
     Item 1(b): Address of Issuer's Principal Executive Offices:
               c/o Jack Margareten
               417 Merrick Road, Suite 610
               Oceanside, New York 11572
Item 2.
     Item 2(a): Name of Person Filing: Spear, Leeds & Kellogg
Capital Markets, a division of Spear, Leeds & Kellogg

     Item 2(b): Address of Principal Business Office or, if None,
          Residence:  10 Exchange Place
                      Jersey City, NJ 07302

     Item 2(c): Citizenship:  Limited partnership organized under
the laws of the State of New York
     Item 2(d): Title of Class of Securities: Common Stock $.004
     Item 2(e): CUSIP Number: 36866X104

Item 3.   If this statement is filed pursuant to Rules 13d-1(b),
          or 13d-2(b) or (c), check whether the person filing is
          a:
     (a) Broker or dealer registered under Section 15 of the
           Exchange Act,
     (b)  Bank as defined in Section 3(a)(6) of the Exchange Act,
     (c)  Insurance company as defined in Section 3(a)(19) of the
           Exchange Act,
     (d)  Investment Company registered under Section 8 of the
           Investment Company Act,
     (e)  An investment adviser in accordance with Rule 13d-
           1(b)(1)(ii)(E),
     (f)  An employee benefit plan or endowment fund in
           accordance with Rule 13d-1(b)(1)(ii)(F),
     (g)  A parent holding Company, or control person in
          accordance with Rule 13d-1(b)(ii)(G),
     (h)  A savings association as defined in Section 3(b) of the
           Federal Deposit Insurance Act.
     (i)   A church plan that is excluded from the definition of an
        investment company under Section 3(c)(14) of the Investment
        Company Act.
     (j)  Group, in accordance with Rule 13d-1(b)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this
box.
Item 4.   Ownership:
     (a)  Amount Beneficially Owned: 543,282
     (b)  Percent of Class:2.887%
     (c)  Number of shares as to which such person has:
          (i)   Sole power to vote or to direct the vote: 543,282
          (ii)  Shared power to vote or direct the vote:
          (iii) Sole power to dispose or direct the disposition
                Of: 543,282
          (iv)  Shared power to dispose or to direct the
                Disposition of:
Item 5.Ownership of Five Percent or Less of a Class. N/A
Item 6.Ownership of More Than Five Percent on Behalf of Another
       Person.   N/A
Item 7.Identification and Classification of the Subsidiary Which
       Acquired the Security Being Reported on By the Parent
       Holding Company. N/A
Item 8.Identification and Classification of Members of the
       Group. N/A
Item 9.   Notice of Dissolution of Group: N/A
Item 10.    Certification.

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

                            SIGNATURE

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

                         February 11, 2000
                         Date

                         Spear, Leeds & Kellogg Capital Markets
                         Signature