BEAR STEARNS COMPANIES INC
8-A12B, 1995-07-24
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.
- ---------------------------------------------------------------------------
           (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. [x]

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


Consolidation Portfolio                      American Stock Exchange
Customized Upside Basket
Securities(SM) Due 1998


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

                                    NONE
- ---------------------------------------------------------------------------
                              (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 Consolidation Portfolio Customized Upside Basket
     Securities(SM) 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 Debt Securities," on pages 5 through 10 of the
     Registrant's Registration Statement on Form S-3 (Registration No. 33-
     55673); and 

               (2)  the description set forth under the caption
     "Description of Securities" 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 Indenture, dated as of May 31, 1991, between
     The Bear Stearns Companies Inc. and Chemical Bank (formerly
     Manufacturers Hanover Trust Company), incorporated by reference to
     Exhibit 4(a) to the Registrant's Registration Statement No. 33-55673
     on Form S-3. 















































     NYFS04...:\25\22625\0261\2579\FRM6225X.59A
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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:  July 24, 1995            By: /s/ Samuel L. Molinaro, Jr.
                                         ------------------------------
                                     Name:   Samuel L. Molinaro, Jr.
                                     Title:  Senior Vice President - Finance





















































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