BEAR STEARNS SECURED INVESTORS INC
10-Q, 1996-11-12
ASSET-BACKED SECURITIES
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                           SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549

                                    Form 10-Q


         [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                    SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended September 27, 1996

                                       OR

         [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                    SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from        to


                         Commission File Number 33-26824


                       Bear Stearns Secured Investors Inc.
             (Exact name of registrant as specified in its charter)


                     Delaware                          13-3402173
       (State or other jurisdiction of   (I.R.S. Employer Identification No.)
        incorporation or organization)

         1601 Elm Street
          Dallas, Texas                                      75201
         (Address of principal executive offices)         (Zip Code)


                               (214) 754-8300
          (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes    X             No


THE REGISTRANT  MEETS THE CONDITIONS SET FORTH IN GENERAL  INSTRUCTION  H(1) (a)
AND (b) OF FORM  10-Q  AND IS  THEREFORE  FILING  THIS  FORM  WITH  THE  REDUCED
DISCLOSURE FORMAT CONTEMPLATED THEREBY.



                                                                          
<PAGE>


                       BEAR STEARNS SECURED INVESTORS INC.


                                      INDEX





                        Part I.  FINANCIAL INFORMATION

Item 1.   Financial Statements

          Statements of Financial  Condition at September  27, 1996  (Unaudited)
          and June 30, 1996

          Statements of Operations (Unaudited) for the three month periods ended
          September 27, 1996 and September 29, 1996
  
          Statements of Cash Flows (Unaudited) for the three month periods ended
          September 27, 1996 and September 29, 1995

          Notes to Financial Statements (Unaudited)

Item 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations


                        Part II. OTHER INFORMATION


Item 1.        Legal Proceedings

Item 6.        Exhibits and Reports on Form 8-K

               Signature
<PAGE>

<TABLE>                                                                       
                       BEAR STEARNS SECURED INVESTORS INC.
                        STATEMENTS OF FINANCIAL CONDITION

<CAPTION>

                                                                           September 27,             June 30,
                                                                                1996                   1996
                                                                            (Unaudited)
      
                               ASSETS

<S>                                                                       <C>                    <C>
Assets
   Cash and cash equivalents                                              $         1,000        $        1,000
   Receivable from affiliates                                                  16,176,822            16,176,822
   Deferred organization costs                                                    711,514               711,514
             Total Assets                                                     $16,889,336           $16,889,336


                      LIABILITIES AND STOCKHOLDER'S EQUITY


Liabilities
  Payable to Parent                                                           $16,557,976           $16,557,387
  Other liabilities                                                               164,330               164,330
             Total Liabilities                                                 16,722,306            16,721,717


Stockholder's Equity
   Common stock, $.01 par value;
     1,000 shares authorized:
     100 shares outstanding                                                             1                     1
   Paid-in capital                                                                    999                   999
   Retained earnings                                                              166,030               166,619
             Total Stockholder's Equity                                           167,030               167,619
             Total Liabilities and Stockholder's
               Equity                                                         $16,889,336           $16,889,336



See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                                            BEAR STEARNS SECURED INVESTORS INC.
                                                 STATEMENTS OF OPERATIONS
                                                        (Unaudited)

<CAPTION>


                                                                  Three Months Ended
                                                                    September 27,          September 29,
                                                                         1996                   1995
<S>                                                                <C>                  <C>
Expenses
     Other expenses                                                $     1,073          $        372
     Total expenses                                                $     1,073          $        372


Loss before benefit from income taxes                                  (1,073)                 (372)

Benefit from income taxes                                                (484)                 (155)


Net loss                                                          $      (589)          $      (217)





See accompanying notes to financial statements.

</TABLE>



<PAGE>

<TABLE>
                       BEAR STEARNS SECURED INVESTORS INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>
                                                                                     Three Months Ended
                                                                                September 27,        September 29,
                                                                                    1996                1995
<S>                                                                              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                         $   (589)           $   (217)
              Cash used in operating activities                                      (589)               (217)


CASH FLOWS FROM FINANCING ACTIVITIES
      Payable to Parent                                                                589                 217
              Cash provided by financing activities                                    589                 217


Cash and cash equivalents, beginning of period                                       1,000               1,000

Cash and cash equivalents, end of period                                          $  1,000           $   1,000


See accompanying notes to financial statements.

</TABLE>
<PAGE>

                       BEAR STEARNS SECURED INVESTORS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



Note 1.   Basis of Presentation

          The  accompanying  unaudited  financial  statements  of  Bear  Stearns
          Secured  Investors Inc. (the "Company") have been prepared pursuant to
          the Securities and Exchange Commission's rules and regulations.

          The financial  statements  are prepared in conformity  with  generally
          accepted  accounting  principles  which  require  management  to  make
          estimates  and  assumptions  that affect the amounts in the  financial
          statements and  accompanying  notes.  Actual results could differ from
          those estimates.

Note 2.   Collateralized Mortgage Obligations

          During the three months ended  September  27, 1996 and  September  29,
          1995,   the  Company  did  not  issue  any   collateralized   mortgage
          obligations ("CMO's").

          The Company  clears all of its security  transactions  relating to the
          purchase of the underlying collateral and issuance of CMO's through an
          affiliate. An affiliate also acts as the principal underwriter for the
          Company's CMO issuances.

Note 3.   Commitments and Contingencies

          In the normal  course of  business,  the  Company  has been named as a
          defendant in several  lawsuits  which involve  claims for  substantial
          amounts.  Although  the  ultimate  outcome  of these  suits  cannot be
          ascertained  at this  time,  it is the  opinion of  management,  after
          consultation with counsel,  that the resolution of such suits will not
          have a material  adverse  effect on the results of  operations  or the
          financial condition of the Company.



<PAGE>
Item 2.   Management's Discussion and Analysis of Financial Condition 
          and Results of Operations

          The  Company's   principal   business   activity  is  the  issuing  of
          collateralized  mortgage  obligations  ("CMO's")  that are  secured by
          mortgage-backed certificates, whole residential or commercial mortgage
          loans  or  participations   therein,  and  in  connection   therewith,
          acquiring, owning, holding, and pledging mortgage-backed certificates,
          whole  residential  or  commercial  mortgage  loans.  The Company also
          derives revenues in its capacity as  administrator  during the life of
          the CMO  transactions  for  which  it  originated  and  retained  such
          obligation.

          The  Company's  net income and  revenues  reflects  the impact of many
          factors  in  the  issuance  of  CMO's,   including  securities  market
          conditions,  the level of  volatility of interest  rates,  competitive
          conditions  and the size and  timing  of  transactions.  In  addition,
          results of operations  for any  particular  interim  period may not be
          indicative of results to be expected for a full year.

          The net loss for the first  quarter of the fiscal  year 1996 was $589,
          as  compared  with a net loss of $217 for the first  quarter of fiscal
          year 1995.  During the 1996 and 1995 fiscal  quarters  the Company did
          not issue any CMO's.



Part II.    OTHER INFORMATION


Item 1.     Legal Proceedings

            None


Item 6.     Exhibits and Reports on Form 8-K

            (a)  Exhibits

                 None

            (b)  Reports on Form 8-K:

                 No  reports  on Form 8-K have been  filed  during the
                 period covered by this report.

<PAGE>
                                    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 thereunto duly authorized.



                                        Bear Stearns Secured Investors Inc.
                                                    (Registrant)




Date:    November 6, 1996                 By:   /s/William  J. Montgoris
                                                William J. Montgoris
                                                Secretary, Treasurer and
                                                Chief Financial Officer
<PAGE>
 

                   BEAR STEARNS SECURED INVESTORS INC.

                          FORM 10-Q

                         EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION

   (27)           FINANCIAL DATA SCHEDULE

<PAGE>

<TABLE> <S> <C>

<ARTICLE>   5
<LEGEND>
This schedule contains summary financial information from the unaudited
Statements of Financial Condition at September 27, 1996 and unaudited Statements
of Operations for the three-months ended September 27, 1996, which are contained
in the body of the accompanying Form 10-Q and ia qualified in its entirety 
by reference to such financial statements.
</LEGEND>
       
<S>                                      <C>
<PERIOD-TYPE>                             3-MOS
<FISCAL-YEAR-END>                         JUN-30-1996
<PERIOD-END>                              SEP-27-1996
<CASH>                                           1000
<SECURITIES>                                        0
<RECEIVABLES>                              16,176,822
<ALLOWANCES>                                        0
<INVENTORY>                                         0
<CURRENT-ASSETS>                                    0
<PP&E>                                              0
<DEPRECIATION>                                      0
<TOTAL-ASSETS>                             16,889,336
<CURRENT-LIABILITIES>                               0 
<BONDS>                                             0
                               0
                                         0
<COMMON>                                            1
<OTHER-SE>                                    167,029
<TOTAL-LIABILITY-AND-EQUITY>               16,889,336
<SALES>                                             0
<TOTAL-REVENUES>                                    0
<CGS>                                               0
<TOTAL-COSTS>                                       0
<OTHER-EXPENSES>                                1,073
<LOSS-PROVISION>                                    0 
<INTEREST-EXPENSE>                                  0 
<INCOME-PRETAX>                               (1,073)
<INCOME-TAX>                                    (484)
<INCOME-CONTINUING>                             (589)     
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    (589)
<EPS-PRIMARY>                                       0
<EPS-DILUTED>                                       0

        

</TABLE>


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