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

POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE BRIAN H. CORP.
 (Name of small business issuer in its charter)
                                                                                
                                                                                
   
 Nevada           
                           6770                                11-327-0747      
(State or jurisdiction   (Primary Standard Industrial             (I.R.S. 
                                                                Employer
of incorporation or      Classification Code Number)            Identification 
                                                                  No.)
organization)                                                             
 
 63 Wall Street, Suite 1801, New York, NY 10005          (212) 344-1600
     (Address and telephone number of principal executive offices)

63 Wall Street, Suite 1801, New York, NY 10005
            (Address of Principal place of business or
 intended principal place of business)

Joel Schonfeld, 63 Wall Street, Suite 1801, New York, NY  (212) 
344-1600        
(Name, address, and telephone number of agent for service)

Approximate date of proposed sale to the public as soon as practicable after 
the effective date of this Registration Statement and Prospectus.
       
          By:  Schonfeld & Weinstein, L.L.P.
                         63 Wall Street, Suite 1801
                         New York, New York 10005


          The registrant hereby amends this registration statement on such 
date or dates as may be necessary to delay its effective date until the 
registrant shall file a further amendment which specifically states that this 
registration statement shall thereafter become effective in accordance with 
Section 8(a) of the Securities Act of 1933 or until the registration statement 
shall become effective on such date as the Commission, acting pursuant to said 
Section 8(a), may determine. 


The purpose of this post-effective amendment is to withdraw from registration 
the reconfirmation offering of securities issued by The Brian H. Corp.(the 
"Company") in its initial public offering.  The Company filed its 
post-effective amendment no. 1 on February 19, 1997, post-effective amendment 
no. 2 on April 1, 1997, and post-effective amendment no. 3 on April 1, 1997.  

This registration statement is being withdrawn because the eighteen (18) month 
period proscribed by Rule 419 of the Securities Act of 1933, as amended ("Rule 
419") has expired.  Additionally, The Company's merger candidate, Frama, 
S.r.l. ("Frama") was unable to provide audited financial statements indicating 
that Frama's net asset value or business value equaled 80% of the proceeds 
received in the Company's initial public offering ($40,000).

Pursuant to Rule 419, the Company was able to request release of up to 10% of 
the investors funds deposited in escrow.  The Company did request such 
release.  The Company will return investors' funds, currently held in escrow, 
on a pro-rata basis.




















SIGNATURES

   
In accordance with the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements of filing on Form SB-2 and authorized this 
registration statement to be signed on its behalf by the undersigned, in the 
City of New York , State of New York, on April 9, 1997.



                       THE BRIAN H. CORP.  
                                 (Registrant)


             BY: Daniel Wainick 
                                                                        
           
                   Daniel Wainick, President



In accordance with the requirements of the Securities Act of 1933, this 
registration statement was signed by the following persons in the capacities 
and on the dates stated.

Daniel Wainick
                                                                                
          
Daniel Wainick           DATED April 9, 1997
President, Director            

Theresa DiDato
                                                                                
          
Theresa DiDato          DATED April 8, 1997
Secretary, Director                               

Joel Schonfeld
                                                                                
          
Joel Schonfeld            DATED April 8, 1997
Director                               

Barry Horowitz
                                                                                
           
Barry Horowitz          DATED April 9, 1997
Director