BEAR STEARNS COMPANIES INC
8-A12B, 1995-08-17
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                               
                            -------------------

                                  FORM 8-A
             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                            
                               -------------




                      The Bear Stearns Companies Inc.
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           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                    13-3286161
------------------------------               ------------------------------
    (State of Incorporation                         (I.R.S. Employer
       or Organization)                            Identification No.)

               245 Park Avenue
              New York, New York
                (212) 272-2000                                 10167
---------------------------------------------          --------------------
       (Address and Telephone Number of                     (Zip Code)
         Principal Executive Offices)


If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please
check the following box. [_]


If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A(c)(2) please check the following box. [_]

     Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class                          Name of Each Exchange on Which
to be so Registered                          Each Class is to be Registered
------------------------------               ------------------------------

Japanese Yen Put Warrants                    American Stock Exchange
Expiring August  , 1997


     Securities to be registered pursuant to Section 12(g) of the Act:

                                    NONE
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                              (Title of Class)
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     ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

               The Registrant hereby incorporates by reference the
     description of the Japanese Yen Put Warrants registered hereby (the
     "Securities") as set forth in the following documents previously filed
     or to be filed by the Registrant with the Securities and Exchange
     Commission (the "Commission") under the Securities Act of 1933, as
     amended (the Securities Act"):

               (1)  the description set forth under the caption
     "Description of Warrants,"  on pages 11 through 13 of the Registrant's
     Registration Statement on Form S-3 (Registration No. 33-60065); and 

               (2)  the description set forth under the caption
     "Description of the Warrants" in the final Prospectus Supplement
     relating to the Securities to be filed with the Commission pursuant to
     Rule 424(b) under the Securities Act.

     ITEM 2.   EXHIBITS. 

               1.1  -  Form of Warrant Agreement relating to the Japanese
     Yen Put Warrants, incorporated by reference to Exhibit 1.1 to the
     Registrant's Registration Statement on Form 8-A filed with the
     Commission on December 13, 1994.










































     NYFS04...:\25\22625\0248\1324\FRM8155L.070
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                                    SIGNATURE



               Pursuant to the requirements of Section 12 of the Securities
     Exchange Act of 1934, the registrant has duly caused this registration
     statement to be signed on its behalf by the undersigned, thereto duly
     authorized.

                              THE BEAR STEARNS COMPANIES INC. 



     Date: August 17, 1995                   By: /s/ William J. Montgoris    
                                                ---------------------------
                                           Name:   William J. Montgoris
                                           Title:  Chief Operating Officer
                                                   and Chief Financial Officer














































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                                EXHIBIT INDEX


Exhibit No.               Description
-----------               -----------

    1.1        -  Form of Warrant Agreement relating to the Japanese Yen 
                  Put Warrants, incorporated by reference to Exhibit 1.1 
                  to the Registrant's Registration Statement on Form 8-A
                  filed with the Commission on December 13, 1994.

























































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