BEAR STEARNS SECURED INVESTORS INC
10-Q, 1997-05-09
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 March 27, 1997

                                                        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 March 27, 1997  (Unaudited)
               and June 30, 1996

               Statements  of  Operations  (Unaudited)  for the three months and
               nine months ended March 27, 1997 and March 29, 1996

               Statements of Cash Flows  (Unaudited)  for the nine month periods
               ended March 27, 1997 and March 29, 1996

               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>

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



 
                                                                               March 27,               June 30,
                                                                                 1997                   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                                                           $16,562,805           $16,557,387
  Other liabilities                                                               164,314               164,330
                                                                              -----------           -----------
             Total Liabilities                                                 16,727,119            16,721,717
                                                                              -----------           -----------

Stockholder' Equity
   Common stock, $.01 par value;
     1,000 shares authorized:
     100 shares outstanding                                                             1                     1
   Paid-in capital                                                                    999                   999
   Retained earnings                                                              161,217               166,619
                                                                              -----------            ----------
             Total Stockholder's Equity                                           162,217               167,619
                                                                              -----------            ----------
             Total Liabilities and Stockholder's
               Equity                                                         $16,889,336           $16,889,336
                                                                              ===========           ===========



See accompanying notes to financial statements.


</TABLE>

<PAGE>

<TABLE>

<CAPTION>
                                            BEAR STEARNS SECURED INVESTORS INC.
                                                 STATEMENTS OF OPERATIONS
                                                        (Unaudited)




                                                    Three Months Ended                        Nine Months Ended
                                                  March 27,          March 29,              March 27,           March 29,
                                                     1997               1996                  1997                1996
 
<S>                                                <C>                <C>                   <C>                  <C>
Expenses
     Other expenses                                $ 5,615            $ 951                $ 9,632              $  1,866
                                                   ----------         -------              ----------           -----------
     Total expenses                                  5,615              951                  9,632                 1,866
                                                   ----------         -------              ----------           -----------


Loss before benefit from income taxes               (5,615)            (951)                (9,632)               (1,866)

Benefit from income taxes                           (2,466)            (433)                (4,230)                 (849)
                                                   ----------         -------             ----------            ---------


Net loss                                           $(3,149)           $(518)               $(5,402)             $ (1,017)
                                                   ==========         =======              =========            =========




See accompanying notes to financial statements.




</TABLE>









<PAGE>

<TABLE>

<CAPTION>
                                          BEAR STEARNS SECURED INVESTORS INC.
                                               STATEMENTS OF CASH FLOWS
                                                      (Unaudited)





                                                                                 Nine Months Ended
                                                                               March 27,            March 29,
                                                                                  1997                1996

<S>                                                                            <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                       $(5,402)             $(1,017)
Decrease in other liabilities                                                      (16)
                                                                                ----------          ----------
              Cash used in operating activities                                 (5,418)              (1,017)
                                                                                ----------          ----------


CASH FLOWS FROM FINANCING ACTIVITIES
      Payable to Parent                                                          5,418                1,017
                                                                                ---------           ---------
              Cash provided by financing activities                              5,418                1,017


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 nine months ended March 27, 1997, 1996, 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 third quarter of the fiscal year 1997 was $3,149,
          as  compared  with a net loss of $518 for the third  quarter of fiscal
          year 1996.  During the 1997 and 1996 fiscal  quarters  the Company did
          not issue any CMO's.

          The net loss for the nine months  ended March 27, 1997 was $5,402,  as
          compared  with net loss of $1,017  during the nine months  ended March
          29,  1996.  The net loss for the three months ended March 27, 1997 and
          March 29,  1997 was  $3,149  and $518,  respectively.  During the nine
          months  ended March 27, 1997 and March 29,  1996,  the Company did not
          issue any CMO's.





<PAGE>



                  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:    May 9, 1997                        By: /s/William  J. Montgoris
                                                   William J. Montgoris
                                                   Secretary, Treasurer and
                                                   Chief Financial Officer








<TABLE> <S> <C>

<ARTICLE>      5
<LEGEND>
This  schedule  contains  summary  financial   information  from  the  unaudited
Statements of Financial Condition at March 27, 1997 and unaudited  Statements of
Operations for the three-months ended March 27, 1997, which are contained in the
body of the accompanying Form 10-Q and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
       
<S>                                                  <C>
<PERIOD-TYPE>                                        9-MOS
<FISCAL-YEAR-END>                                    JUN-30-1996
<PERIOD-END>                                         MAR-27-1997
<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>                                                           162,217
<TOTAL-LIABILITY-AND-EQUITY>                                      16,889,336
<SALES>                                                                    0
<TOTAL-REVENUES>                                                           0
<CGS>                                                                      0
<TOTAL-COSTS>                                                              0
<OTHER-EXPENSES>                                                       5,615
<LOSS-PROVISION>                                                           0
<INTEREST-EXPENSE>                                                         0
<INCOME-PRETAX>                                                       (5,615)
<INCOME-TAX>                                                          (2,466)
<INCOME-CONTINUING>                                                   (3,149)
<DISCONTINUED>                                                             0
<EXTRAORDINARY>                                                            0
<CHANGES>                                                                  0
<NET-INCOME>                                                          (3,149)
<EPS-PRIMARY>                                                              0
<EPS-DILUTED>                                                              0

        

</TABLE>


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