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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): May 23, 1996
The Bear Stearns Companies Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8989 13-3286161
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(Commission File Number) (I.R.S. Employer
Identification No.)
245 Park Avenue, New York, New York 10167
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(Address of Principal Executive Offices) (Zip Code)
(212) 272-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is incorporated by reference into the
Registration Statement on Form S-3 (Registration No. 333-03685) as an
exhibit to such Registration Statement:
8 --Opinion of Weil, Gotshal & Manges as to tax
matters.(1)
23(c) --Consent of Weil, Gotshal & Manges (included in
Exhibit 8 hereto).
____________________
(1) Filed herewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE BEAR STEARNS COMPANIES INC.
Date: May 24, 1996 By: /s/ Samuel L. Molinaro, Jr.
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Samuel L. Molinaro, Jr.
Senior Vice President- Finance
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EXHIBIT INDEX
Exhibit No.: Description: Page No.:
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8 Opinion of Weil, Gotshal & 5
Manges as to tax matters.
23(c) Consent of Weil, Gotshal & -
Manges (included in Exhibit
8 hereto).
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WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership Including Professional Corporations
1615 L Street, N.W.
Washington, D.C. 20036-5610
(202) 682-7000
Fax: (202) 857-0939
Writer's Direct Line
May 23, 1996
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as United States counsel to The Bear Stearns
Companies Inc. (the "Company") in connection with its Medium Term Note
Program (the "Program") pursuant to which the Company may from time to
time issue Notes (the "Notes") in an aggregate principal amount at any
one time outstanding of up to U.S. $4,954,795,162 (or an equivalent
amount in other currencies).
In formulating our opinion as to the matters of certified,
we have examined such documents as we have deemed appropriate,
including the Prospectus Supplement dated May 23, 1996 ("Prospectus
Supplement") to the Prospectus dated May 23, 1996 ("Prospectus").
Also, we have obtained such additional information as we have deemed
relevant and necessary through consultation with various officers and
representatives of the Company.
The description of the Notes contained in the Prospectus and
Prospectus Supplement are incorporated herein by reference.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
The statements under the caption "Certain United States
Federal Income Tax Consequences" in the Prospectus Supplement, subject
to the limitations set forth therein, fairly summarize in all material
respects the information contained therein.
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The Bear Stearns Companies Inc.
May 23, 1996
Page 2
The opinion herein is limited to the federal income tax laws
of the United States, and we express no opinion as to the effect on
the matters covered by this opinion of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the aforesaid
Prospectus Supplement and to the use of our name therein. We hereby
further consent to the use of this opinion as an exhibit to filings
with the securities commissioners of various states of the United
States as required by the securities laws of such states.
This opinion is rendered solely for your benefit in
connection with the transactions described above. This opinion may
not be used or relied upon by any other person and may not be
disclosed, quoted, filed with a governmental agency or otherwise
referred to without our prior written consent except as noted above.
Very truly yours,
WEIL, GOTSHAL & MANGES LLP
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