SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Section 240.14a-12

Ironstone Group, Inc.
_______________________________________________________________________------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Ironstone Group, Inc.
_______________________________________________________________________------------------------------------------------
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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IRONSTONE GROUP, INC.
One Bush Street9665 Chesapeake Drive
Suite 1100430
San Francisco,Diego, CA 9410492123

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, MAY 8, 1996JUNE 11, 1997

TO THE STOCKHOLDERS OF IRONSTONE GROUP, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
IRONSTONE GROUP, INC., a Delaware corporation (the "Company"), will be held on
Wednesday, May 8, 1996June 11, 1997 at 10:00 a.m. local time at One Bush Street,the Company's principal
offices at 9665 Chesapeake Drive, Suite 1100,430, San Francisco,Diego, CA 9410492123 for the
following purpose:

1. To elect directors to serve for the ensuing year and until their
successors are elected.

2. To ratify the selection of Deloitte & Touche, LLP as the independent
public accountant of the Company for its fiscal year ending December
31, 1996.1997.

3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

The Board of Directors has fixed the close of business on March 29, 1996,April 30, 1997,
as the record date for the determination of stockholders entitled to notice of
and to vote at this Annual Meeting and at any adjournment or postponement
thereof.

By Order of the Board of Directors

Kenneth L. GuernseyERIN M. GRAHAM
Secretary

San Francisco,Diego, California
April 15, 1996May 7, 1997

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.

IRONSTONE GROUP, INC.
One Bush Street9665 Chesapeake Drive
Suite 1100430
San Francisco,Diego, CA 9410492123

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors
of Ironstone Group, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on Wednesday, May 8, 1996,June 11, 1997, at 10:00
a.m. local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting.Meeting of Stockholders. The Annual Meeting will be held at One Bush Street,the Company's
principal offices at 9665 Chesapeake Drive, Suite 1100,430, San Francisco,Diego, CA 94104.92123. The
Company intends to mail this proxy statement and accompanying proxy card on or
about April 15, 1996,May 7, 1997 to all stockholders entitled to vote at the Annual Meeting.

SOLICITATION

The Company will bear the entire cost of solicitation of proxies
including preparation, assembly, printing and mailing of this proxy statement,
the proxy and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.

VOTING RIGHTS AND OUTSTANDING SHARES

Only holders of record of Common Stock at the close of business on
March 29, 1996April 30, 1997 will be entitled to notice of and to vote at the Annual Meeting.
Holders of Common Stock will have one vote per share held on all matters to be
voted on at the Annual Meeting. At the close of business on March 29, 1996,April 25, 1997, the
Company had outstanding and entitled to vote 1,487,8541,487,853 shares of Common Stock.

All votes will be tabulated by the inspector of electionelections appointed
for the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.

REVOCABILITY OF PROXIES

Any person giving a proxy pursuant to this solicitation has the power
to revoke it at any time before it is voted. It may be revoked by filing with
C.
J. Russell, AssistantErin M. Graham, Secretary of the Company, at the Company's principal executive
office, One Bush Street,9665 Chesapeake Drive, Suite 1100,430, San Francisco,Diego, CA 94104,92123, a written notice
of revocation or a duly executed proxy bearing a later date, or it may be
revoked by attending the meeting and voting in person. Attendance at the meeting
will not, by itself, revoke a proxy.

STOCKHOLDER PROPOSALS

Proposals of stockholders that are intended to be presented at the
Company's 19971998 Annual Meeting of Stockholders must be received by the Company
not later than December 18, 1996January 7, 1998, in order to be included in the proxy statement
and proxy relating to that Annual Meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

There are two nominees for the two Board positions presently
authorized in the Company's Bylaws. Each director to be elected will hold office
until the next annual meeting of stockholders of the Company and until his
successor is elected and has qualified, or until such director's earlier death,
resignation or removal. Each nominee listed below is currently a director of the
Company.Company, Mr. Shea having been elected by the stockholders, and Mr.
Hambrecht having been elected by the Board.

Shares of Common Stock represented by executed proxies will be voted,
if authority to do so is not withheld, for the election of the two nominees
named below. In the event that any nominee should be unavailable for election as
a result of an unexpected occurrence, such shares will be voted for the election
of such substitute nominee as management may propose. Each person nominated for
election has agreed to serve if elected and management has no reason to believe
that any nominee will be unable to serve.

Directors are elected by a plurality of the votes present in person
or represented by proxy and entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.

NOMINEES

The following information pertains to the nominees, their principal
occupations for the preceding five yearfive-year period, certain directorships, and their
ages as of February 26, 1996:March 21, 1997:

DIRECTOR
NAME AGE SINCE OCCUPATION

Robert L. Miller........................ 43 1991 Chief Executive OfficerWilliam R. Hambrecht......................... 61 1997 Chairman of the
CompanyHambrecht & Quist
Group and its principal subsidiary,
Hambrecht & Quist LLC

Edmund H. Shea, Jr.(1).................. 66....................... 67 1993 Executive Vice President of J.F.
Shea Co., Inc.

- ---------------------------------------------------------

(1) Member of the Audit Committee and the Compensation Committee.

ROBERT L. MILLERWILLIAM R. HAMBRECHT has served as Chairman of the Boarda director of the Company since
May 1991, as Chief Executive Officer since February 1994,April 1997. He is Chairman of Hambrecht & Quist Group and alsoits principal
subsidiary, Hambrecht & Quist LLC. He has continuously served as Chief Executive Officeran officer,
director or principal of those entities or their predecessors since 1968. Mr.
Hambrecht also serves on the Boards of Directors of Adobe Systems Incorporated
and several privately-held companies. He holds a B.A. degree from May 1991 to October 1993 and as President from
May 1991 to January 1993. He has been a sole legal practitioner since 1980. Mr.
Miller is also a director of ADAC Laboratories.Princeton
University.

EDMUND H. SHEA, JR. has served as a director of the Company since
October 1993. He is a co-founder of J.F. Shea Co., Inc., a diversified
construction, land development and venture capital investment company, and has
served as its Executive Vice President and a director since 1968.1954. He is also a
director of ADAC Laboratories, Inc., Vanguard Airlines, Hambrecht & Quist Group
and Vanguard Airlines.several privately-held companies. He holds a B.S. degree from M.I.T.

BOARD COMMITTEES AND MEETINGS

The Company currently has authorized two directors. All directors
hold office until the next annual meeting of stockholders of the Company and
until their successors have been duly elected and qualified. During the fiscal
year ended December 31, 19951996, the Board of Directors held four (4) meetings. The
Board has an Audit Committee and a Compensation Committee.

The Audit Committee meets with the Company's independent auditors to
review the results of the annual audit and discuss the financial statements and
recommends to the Board the independent auditors to be retained. The Audit
Committee is currently composed of Mr. Shea, was constituted in October 1993 and
met one timedid not meet during 1995. Mr. Michael Y. McGovern was also a member of the Audit
Committee until his resignation as a director of the Company on December 31,
1995.1996.

The Compensation Committee makes recommendations concerning salaries
and incentive compensation, awards stock options to employees and consultants
under the Company's stock option plans and otherwise determines compensation
levels and performs such other functions regarding compensation as the Board may
delegate. The Compensation Committee is currently composed of Mr. Shea, was
constituted in October 1993 and met one timedid not meet during 1995. Mr. McGovern was also
a member of the Compensation Committee until his resignation as a director.1996.

During the fiscal year ended December 31, 1995, each incumbent Board
member1996, Mr. Shea attended 75
percent or more of the aggregate of the meetings of the Board and of the
committees on which he served, held during the period for which he was a
director or committee member, respectively. Mr. Hambrecht was not a director
during the fiscal year ending December 31, 1996.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANT

The Board of Directors has selected Deloitte & Touche, LLP as the
Company's independent public accountant for the fiscal year ending December 31,
19961997 and has further directed that management submit thesuch selection of
independent public accountant for
ratification by the stockholders at the Annual Meeting. Deloitte & Touche, LLP
has served as the Company's independent public accountant since the Company's
1994 fiscal year. Prior to its engagement of Deloitte & Touche, LLP, the Company
did not consult such firm regarding any accounting or reporting matters.

Representatives of Deloitte & Touche, LLP are expected to be present
at the Annual Meeting or to be available by telephone during the Annual Meeting,
will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.

Coopers & Lybrand was the Company's independent public accountant prior
to the Company's bankruptcy filing in January 1991. For the fiscal years ended
December 31, 1990 and 1991, due to the bankruptcy proceedings, no public
accounting firm was retained to prepare or issue any reports for the Company.
All of the Company's prebankruptcy business operations were liquidated or
otherwise disposed of during the pendency of the bankruptcy proceedings. In
October 1993, the Company acquired 80 percent ownership of Belt Perry
Associates, Inc. ("Belt Perry"), and substantially all of the Company's business
operations are now conducted through Belt Perry. Deloitte & Touche was the
independent public accountant for Belt Perry for the years ended December 31,
1990, 1991 and 1992. In January 1994, the Board of Directors approved the
retention of Deloitte & Touche as the independent public accountant for the
Company and its subsidiaries for the 1992, 1993 and 1994 fiscal years, and in
February 1995, the Board approved the retention of Deloitte & Touche, LLP as the
independent public accountant for the Company and its subsidiaries for the 1995
fiscal year. In March 1996, the Board approved the retention of Deloitte &
Touche, LLP as the independent public accountant for the Company and its
subsidiaries for the 1996 fiscal year. Prior to its engagement of Deloitte &
Touche, LLP, the Company did not consult such firm regarding any accounting or
reporting matters.

Stockholder ratification of the selection of Deloitte & Touche, LLP
as the Company's independent auditorspublic accountant is not required by the Company's
Bylaws or otherwise. However, the Board is submitting the selection of Deloitte
& Touche, LLP to the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the Audit Committee
and the Board will reconsider whether or not to retain that firm. Even if the
selection is ratified, the Board in its discretion may direct the appointment of
a different independent accounting firm at any time during the year if they
determine that such a change would be in the best interests of the Company and
its stockholders.

6
The affirmative vote of the holders of a majority of the shares of
the outstanding Common Stock will be required to approve this proposal. As a
result, abstentions and broker non-votes will have the same effect as negative
votes.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.

4.3.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of February 26, 1996March 21, 1997 by: (i) each
director and nominee for director; (ii) each of the executive officers named in
the Summary Compensation Table employed by the Company in that capacity on
February 26, 1996;Company's CEO at fiscal year end;
(iii) all executive officers and directors of the Company as a group; and (iv) all those
known by the Company to be beneficial owners of more than five percent of its
Common Stock.

BENEFICIAL OWNERSHIP(1)

NUMBER OF
SHARES OF PERCENT
BENEFICIAL OWNER COMMON STOCK OF TOTAL(2)

Hambrecht & Quist GroupCalifornia and associated entities(3).......................... 930,342 62.53%.................................. 1,059,320 71.20
One Bush Street
San Francisco, CA 94104

Ivory & Sime Enterprise Capital PLC......................................... 128,978 8.67%William R. Hambrecht(3)(4)............................................................... 1,059,365 71.20
One Bush Street
San Francisco, CA 94104
Robert L. Miller............................................................ 44,790(4) 2.92%
Edmund H. Shea, Jr.......................................................... 45,785(5) 3.07%Jr.(5)................................................................... 47,400 3.18
Robert L. Miller(6)...................................................................... 63,048 4.07
All Executive Officersofficers and Directorsdirectors
as a Group (3group (4 persons).................................................... 95,451(6) 6.20%(7).............................................................. 1,114,339 74.32

- ------------------------------

(1) This table is based upon information supplied by officers, directors
and principal stockholders and Schedules 13D and 13G, if any, filed
with the Securities and Exchange Commission (the "Commission").
Unless otherwise indicated in the footnotes to this table, and
subject to community property laws where applicable, each of the
stockholders named in this table has sole voting and investment power
with respect to the shares indicated as beneficially owned.

(2) Percentages are based on 1,487,8541,487,853 shares of Common Stock outstanding
on February 26, 1996,March 21, 1997, adjusted as required by rules promulgated by the
Commission.

(3) Represents shares beneficially owned by Hambrecht & Quist Group (4,596California
(247,500 shares) and associated entities, including the following
entities: H&Q
London Ventures (356,830 shares), Phoenix Venture (BVI) Ltd. (227,851 shares), H&Q Ventures
IV (131,989 shares), H&Q Ventures International C.V. (131,989
shares), The Hambrecht 1980 Revocable Trust (70,880(313,784 shares),
Hambrecht & Quist LLC (3,656 shares), and Hamquist (2,551 shares).

(4) RepresentsIncludes 45 shares subject to outstanding options that were
exercisable on February 26, 1996March 21, 1997 or will become exercisable within 60
days thereafter.thereafter and 313,784 shares held by the Hambrecht 1980
Revocable Trust, of which Mr. Hambrecht is a Trustee. Includes
1,059,320 shares held by Hambrecht & Quist California and associated
entities. Hambrecht & Quist California is a wholly-owned subsidiary
of Hambrecht & Quist Group, of which Mr. Hambrecht is Chairman.
Accordingly, Mr. Hambrecht may be deemed to share voting and
investment power over these shares held by Hambrecht & Quist
California and associated entities. Mr. Hambrecht disclaims
beneficial ownership as to all shares held by Hambrecht & Quist
California and associated entities, except to the extent of his
pecuniary interest therein.

(5) Includes 2,275(i) 3,890 shares subject to outstanding options that were
exercisable on February 26, 1996March 21, 1997 or will become exercisable within 60
days thereafter and includes(ii) 38,130 shares held by the E&M RP Trust.Trust, of
which Mr. Shea is a trustee. Does not include shares held by the
following persons or entities as to which Mr. Shea has disclaimed
beneficial ownership: John F. Shea Family Trust (18,753 shares) and
Peter O. Shea (32,294 shares).

(6) Represents 63,048 shares subject to outstanding options that were
exercisable on March 21, 1997. All of such options expired on April
1, 1997. Mr. Miller resigned as Chief Executive Officer of the
Company as of January 1997, and is no longer an employee or director
of the Company.

(7) Includes shares described in notes 3, 4 and 5 above, as well as 4,8767,574
shares which Mark M. Glickman, the Company's Chief Executive Officer and Chief
Financial Officer, hascollectively, had the right to acquire within 60
days of the date of this tableMarch 21, 1997 pursuant to outstanding options.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than 10
percent of a registered class of the Company's equity securities to file with
the Commission initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Directors, executive
officers and principal stockholders are required by Commission regulation to
furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1995,1996, all
Section 16(a) filing requirements applicable to its directors, executive
officers and greater than 10 percent beneficial owners were complied with.

EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

Each non-employee director of the companyCompany receives a fee of $500 for
each Board meeting attended in person (plus $500 for each committee meeting
attended by committee members on a day other than a Board meeting date) and
reimbursement for expenses incurred in connection with attending such meetings.
In the fiscal year ended December 31, 1995,1996, the aggregate total compensation
paid to non-employee directors was $4,000.$2,000.

Outside directors also receive stock option grants under the
Company's 1993 Non-Employee Directors' Stock Option Plan (the "Directors'
Plan"). Only non-employee directors of the Company or an affiliate of such
directors (as defined in the Internal Revenue Code of 1986, as amended from time
to time, hereinafter the "Code") are eligible to receive options under the
Directors' Plan. Options granted under the Directors' Plan are not intended to
qualify as incentive stock options under the Code.

The Directors' Plan provides for the automatic grant of options to
purchase shares of Common Stock to non-employee directors. In October 1993, Messrs. McGovern andMr.
Shea each received an option to purchase 1,600 shares of Common Stock at an exercise
price of $3.00 per share. In addition, upon compliance by the Company with
certain securities law requirements in May 1995, eachMr. Shea received, pursuant to
the terms of the Directors' Plan, an option to purchase 375 shares of Common
Stock at an exercise price of $4.00 per share and an additional option to
purchase 1,600 shares of Common Stock at an exercise price of $4.00 per share.
All options under the Directors' Plan have been or will be granted at fair
market value on the date of grant. The Directors' Plan also provides that any
future non-employee director who is elected or appointed to the Board for the
first time shall, upon the date of his initial election or appointment,
automatically be granted an option to purchase 1,600 shares of the Company's Common Stock. In
addition, the Directors' Plan provides that on the first business day of each
calendar year, each non-employee directorperson who is then serving as a non-employee memberdirector of the
Board shall be granted an option to purchase up to 1,600 shares of Common Stock,
the exact number being based pro rata on the portion of the preceding year that
the non-employee director served as such. Consequently, on January 2, 1996, and
again on January 2, 1997, Mr. Shea received an option to purchase 1,600 shares
of Common Stock at an exercise price of $4.00$1.06 and $0.50 per share, respectively.
In addition, on April 1, 1997, Mr. Hambrecht received an option to purchase
1,600 shares of Common Stock at an exercise price of $0.50

per share. Options under the Directors' Plan have a ten-year term; however, each
option will terminate prior to the expiration date if the optionee's service as
a non-employee director, or, subsequently, as an employee, of the Company
terminates. The exercise price of each option under the Directors' Plan must be
equal to the fair market value of the stockCommon Stock subject to the option on the
date of grant. All options issued pursuant to the Directors' Plan vest at a rate
of 1/36 per month for 36 months following the date of the grant of the option,
or in the event the grant was delayed pending compliance by the Company with
certain securities law requirements, the date from which the grant was delayed.

9
COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table shows for the fiscal years ended December 31,
1996, 1995 1994 and 1993,1994 compensation awarded or paid to, or earned by the Company's
Chief Executive Officer and other most highly compensated executive officer
(together, the "Named Executive Officers").Officer. No other executive officers earned more than $100,000
during the fiscal year ended December 31, 1995.1996.

ANNUAL COMPENSATION LONG TERM COMPENSATION

AWARDS

OTHER RESTRICTED ALL OTHER
SALARY ANNUAL STOCK COMPENSA-
NAME AND PRINCIPAL BONUS COMPENSA- AWARDS OPTIONS/ TION
POSITION YEAR SALARY ($) ($) TION($) ($) SARs(#)COMPENSATION ($)

Robert L. Miller(1) 1995 $216,667 -- -- -- --1996 $162,500 --
Chief Executive Officer 1995 $216,666 --
1994 $214,998 -- $40,970(2) -- -- --
and President 1993 $62,000 -- $79,145(2) -- -- --

Michael E. Foster(3) 1995 $109,339 -- -- -- -- --
Executive Vice President

- --------------------

(1) Mr. Miller served as the Company's President and Chief Executive Officer during all of 1992, as Presidentfrom
February 1994 until January 1993 and as
Chief Executive Officer until October 1993. Additionally,1997. Mr. Miller has servedresigned as of January
1997 and is no longer an employee of the Company's Chief Executive Officer since February
1994.Company.

(2) Paid pursuant to an agreement under which Mr. Miller was paid at an
hourly rate of $290.00 for hours which exceeded the number of hours
represented by his monthly retainer payments. In March 1994, this
agreement was terminated and replaced with a regular salary.

(3) Mr. Foster served as the Company's Executive Vice President for New
Business Development from January 30, 1995 through August 31, 1995.

7.6.

109

STOCK OPTION GRANTS AND EXERCISES

In fiscal year 1993 and fiscal year 1994, prior to the adoption of theThe 1994 Equity Incentive Plan (the "1994 Plan""Plan"), the Company granted options to its
executive officers under its 1989 Equity Incentive Plan (the "1989 Plan"). As of
February 26, 1996, options to purchase a total of 76,780 shares were outstanding
under the 1989 Plan, no shares had been purchased pursuant to the 1989 Plan and
no shares remained available for future issuance thereunder. Options granted
under the 1989 Plan include incentive stock options intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Code and
nonstatutory stock options which are not intended to so qualify.

The 1994 Plan provides for the grant of
(i) both incentive and nonstatutory stock options and (ii) rights to purchase
restricted stock, together "Stock Awards," to the Company's directors, officers
and employees. Directors who are not salaried employees of or consultants to the
Company or to any affiliate of the Company are not eligible to participate in
the 1994 Plan. As of February 26, 1996,March 21, 1997, options to purchase a total of 35,34818,298 shares
were outstanding under the 1994 Plan, no shares had been purchased pursuant to the
1994 Plan and 204,652221,702 shares remained available for future issuance thereunder.

The 1994 Plan is administered by the Board of Directors of the Company.
The Board has the power to construe and interpret the 1994 Plan and, subject to the
provisions of the 1994 Plan, to determine the number of persons to whom and the dates
ofon which Stock Awards will be granted, the number of shares to be subject to
each Stock Award, the time or times during the term of each Stock Award within
which all or a portion of such Stock Award may be exercised, the type or types
ofon such Stock Awards to be granted, the exercise price of such Stock Award when
appropriate, and other terms of the Stock Award.

The maximum term of options under the 1994 Plan is typically ten years.years,
however, in the event that an optionee's service to the Company terminates, that
optionee's options will expire 90 days after the optionee's service to the
Company terminates. Option grants under the 1994 Plan typically vest over a five-year
period at the rate of 1/10 on the date six months after the date of grant and
then 1/60 monthly.per month thereafter. The exercise price of nonstatutory options may not be
less than 85% of the fair market value of the Common Stock subject to the option
on the date of grant; the exercise price of incentive options may not be less
than 100% of the fair market value.

11value of the Common Stock subject to the option on
the date of the grant.

No options or rights to purchase restricted stock were granted to the
Chief Executive Officer during the fiscal year ended December 31, 1996.

The following tables showtable shows for the fiscal year ended December 31, 19951996
certain information regarding options granted to, exercised by and held at year end by the
NamedChief Executive Officers:

OPTION GRANTS IN FISCAL YEAR 1995(1)

PERCENTAGE
OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED YEAR ($/SHARE) DATE

Robert L. Miller -- -- -- --

Michael E. Foster 15,000(2) 31.29% $4.00 November 30, 1995(3)

- -----------------------------

(1) No stock appreciation rights were granted in fiscal year 1995.

(2) 1,500 vested on August 31, 1995. The remainder was to vest in equal
installments over the fifty-four months beginning September 1995,
however vesting ceased upon Mr. Foster's termination of employment on
August 31, 1995.

(3) Pursuant to its terms, Mr. Foster's stock option expired on the date
three months from the termination of his employment with the Company.Officer:

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995,1996, AND
OPTION VALUES AT END OF FISCAL YEAR 19951996

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)

Robert L. Miller -- -- 38,106/36,574 38,106/36,574

Michael E. Foster -- -- -- --58,044/16,636 0/0

- --------------------

(1) Represents the fair market value of the underlying shares on December
31, 19951996 less the exercise price.

9.7.

1210

EMPLOYMENT AND CONSULTING AGREEMENTS AND CERTAIN TRANSACTIONS

As partEffective January 1, 1997, Gerald G. Pinkston was appointed Chief
Executive Officer of the Company's bankruptcy planCompany. On October 14, 1993, a subsidiary of reorganization, the
Company, transferredBelt Perry Associates, Inc., a California corporation ("BPC"), entered
into an employment agreement (the "Agreement") with Mr. Pinkston for services as
President of BPC. The Agreement specifies compensation and incentive amounts if
certain BPC profit goals are achieved. The term of the Agreement was from
October 14, 1993 until December 31, 1996, however, Mr. Pinkston continues to be
eligible for certain incentive amounts until such time as his employment with
the Company is terminated. As a Company creditor, AMFAC, Inc.result of BPC meeting certain profit goals for
the fiscal years ended December 31, 1993, 1994 and related entities (AMFAC),1995, an undivided seventy percent (70%) interestaggregate of
$422,061 in two notes receivable (the "Notes")incentive payments were made to Mr. Pinkston in fiscal 1996.

On May 12, 1995, BPC purchased from St. George Crystal, Ltd. The Company retainedMr. Pinkston 167 shares of BPC's
issued and outstanding shares of Common Stock in exchange for $320,000 cash and
a thirty percent (30%)
undivided interest in the Notes. Mr. McGovern was appointedpromise to pay $100,000, to be paid $50,000 on each of May 1, 1996 and May 1,
1997. BPC's obligation to pay is secured by the bankruptcy
court to act as receiver to oversee and collectshares of Common Stock. During
fiscal 1996, the Notes. In December 1994, the
Company sold its thirty percent (30%) interest in the Notes to an assignee of
AMFAC, at which time all assets held by Mr. McGovern as receiver were
distributed. In January 1995, Mr. McGovernfirst $50,000 installment was paid $13,500 fromto Mr. Pinkston.

All amounts due to Mr. Pinkston pursuant to the bankruptcy
estate for his servicesAgreement and the
Stock Repurchase Agreement described above that are not paid on their respective
due dates accrue interest at the prime rate of interest as receiver. In December 1995,announced by Bank of
America N.T. and S.A., or its successor, plus 4% per annum until such amounts
are paid in full. During 1996, interest amounts paid to Mr. McGovern resigned as
a director of the Company.Pinkston related to
incentive amounts payable was $6,464.

OTHER MATTERS

The Board of Directors knows of no other matters that will be
presented for consideration at the Annual Meeting. If any other matters are
properly brought before the meeting, it is the intention of the persons named in
the accompanying proxy to vote on such matters in accordance with their best
judgment.

By Order of the Board of Directors

Kenneth L. Guernsey--------------------------------------------
ERIN M. GRAHAM
Secretary

April 15, 1996May 7, 1997

A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 19951996 IS
AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO: C.J. RUSSELL, ASSISTANTERIN M. GRAHAM, SECRETARY,
IRONSTONE GROUP, INC., ONE BUSH STREET,9665 CHESAPEAKE DRIVE, SUITE 1100,430, SAN FRANCISCO,DIEGO, CA 94104.

10.92123.

1311
IRONSTONE GROUP, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 1996JUNE 11, 1997

The undersigned hereby appoints Robert L. MillerGERALD G. PINKSTON and MarkERIN M. Glickman,GRAHAM,
and each of them, as attorneys and proxies of the undersigned, with full power
of substitution, to vote all of the shares of stock of Ironstone Group, Inc.
which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of Ironstone Group, Inc. to be held at ONE BUSH STREET, SUITE 1100,
SAN FRANCISCO, CA 94104Ironstone Group, Inc.'s
principal offices at 9665 Chesapeake Drive, Suite 430, San Diego, California
92123 on WEDNESDAY, MAY 8, 1996Wednesday, June 11, 1997 at 10:00 A.M. local time,a.m. (local time), and at any and all
postponements, continuations and adjournments thereof, with all powers that the
undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS
PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.

PROPOSAL 1: To elect directors, to serve forhold office until the ensuing yearnext Annual
Meeting of Stockholders and until their successors are elected.

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary vote for all nominees
below). listed below.

NOMINEES: Robert L. MillerWilliam R. Hambrecht and Edmund H. Shea, Jr.

TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), WRITE SUCH NOMINEE(S)' NAME(S)
BELOW:

________________________________________________________________________________
________________________________________________________________________________

(Continued on other side)

1.- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

14
(Continued from other side)12

MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 2.

PROPOSAL 2: To ratify selection of Deloitte & Touche, LLP as independent
auditorspublic accountant of the Company for its fiscal year ending
December 31, 1996.1997.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

DATED , 1996

-----------------------------------

-----------------------------------1997
-------------- ------------------------------------

------------------------------------

SIGNATURE(S)

Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or
more persons, each should sign.
Executors, administrators, trustees,
guardians and attorneys-in-fact
should add their titles. If signer
is a corporation, please give full
corporate name and have a duly
authorized officer sign, stating
title. If signer is a partnership,
please sign in partnership name by
authorized person.

PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.