<PAGE>
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)
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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