BEAR STEARNS SECURED INVESTORS INC
10-Q, 1997-11-10
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 26, 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 September 26, 1997
               Unaudited) and June 30, 1996

               Statements of Operations (Unaudited) for the three months
               ended September 26, 1997 and September 27, 1996

               Statements of Cash Flows (Unaudited) for the three months ended
               September 26, 1997 and September 27, 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>



                                        BEAR STEARNS SECURED INVESTORS INC.
                                         STATEMENTS OF FINANCIAL CONDITION


<CAPTION>
                                                                           September 26,             June 30,
                                                                                1997                   1997
                                                                            (Unaudited)
                                                     

<S>                                                                         <C>                    <C>
Assets
   Cash and cash equivalents                                                $       1,000          $      1,000
   Receivable from affiliates                                                  16,176,822            16,176,822
   Deferred organization costs                                                    462,201               611,514
                                                                          ---------------       ---------------
             Total Assets                                                   $  16,640,023          $ 16,789,336
                                                                               ==========            ==========

                                       LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities
  Payable to Parent                                                         $  16,463,293          $ 16,520,993
  Other liabilities                                                               165,000               164,312
                                                                          ---------------       ---------------
             Total Liabilities                                                 16,628,293            16,685,305
                                                                          ---------------       ---------------

Stockholder's Equity
   Common stock, $.01 par value;
     1,000 shares authorized:
     100 shares outstanding                                                             1                     1
   Paid-in capital                                                                    999                   999
   Retained earnings                                                               10,730               103,031
                                                                          ---------------       ---------------
             Total Stockholder's Equity                                            11,730               104,031
             Total Liabilities and Stockholder's
                                                                          ---------------       ---------------
               Equity                                                       $  16,640,023          $ 16,789,336
                                                                               ==========            ==========

See accompanying notes to financial statements.
</TABLE>



<PAGE>

<TABLE>


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


<CAPTION>

                                                                        Three Months Ended
                                                                   September 26,         September 27,
                                                                        1997                 1996

<S>                                                                 <C>                 <C>
Expenses
     Other expenses                                                 $    163,424        $     1,073
                                                                      ------------         ---------
     Total expenses                                                      163,424              1,073
                                                                      ------------         ---------


Loss before benefit from income taxes                                   (163,424)            (1,073)

Benefit from income taxes                                                (71,123)              (484)
                                                                      ------------          ---------


Net loss                                                             $   (92,301)        $     (589)
                                                                         ========             ======




See accompanying notes to financial statements.





</TABLE>



<PAGE>

<TABLE>


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

<CAPTION>



                                                                                  Three Months Ended
                                                                             September 26,      September 27,
                                                                                 1997                1996

<S>                                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                      $  (92,301)           $   (589)
Decrease in deferred organization costs                                          149,313
Increase in other liabilities                                                        688
                                                                                ----------           ---------
              Cash provided by (used in) operating activities                     57,700                (589)
                                                                                ----------           ---------


CASH FLOWS FROM FINANCING ACTIVITIES
      Payable to Parent                                                          (57,700)                589
                                                                                                     ---------
                                                                              -----------
              Cash (used in) provided by financing activities                    (57,700)                589
                                                                                                      -------
                                                                              -----------

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.           Organization

Bear Stearns  Secured  Investors  Inc.  (the  'Company')  a direct  wholly-owned
limited  purpose  finance  subsidiary  of The Bear Stearns  Companies  Inc. (the
'Parent')  was  organized  on November 26, 1986 as a Delaware  corporation.  The
Company's sole purpose is to issue and sell one or more series of collateralized
mortgage   obligations   ('CMO's')  directly  or  through  one  or  more  trusts
established by it. In connection therewith,  the Company provides management and
administrative services after the issuance of each CMO issued.

The   Company's   activities   are  limited  to  issuing   CMO's  that  will  be
collateralized 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
loans or commercial mortgage loans.

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 26, 1997, 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 1997 was  $92,301  as
compared  with a net loss of $589 for the first  quarter  of fiscal  year  1996.
During the 1997 and 1996 fiscal quarters the Company did not issue any 


<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:    November 5, 1997  By: /s/William  J. Montgoris
                                 William J. Montgoris
                                 Secretary, Treasurer and
                                 Chief Financial Officer






<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 5, 1997  By:
                                        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 September 26, 1997 and unaudited Statements
of Operations for the three-months ended September 26, 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>                                                    3-MOS
<FISCAL-YEAR-END>                                                JUN-30-1997
<PERIOD-END>                                                     SEP-26-1997
<CASH>                                                           1000
<SECURITIES>                                                     0
<RECEIVABLES>                                                    16,176,822
<ALLOWANCES>                                                     0
<INVENTORY>                                                      0
<CURRENT-ASSETS>                                                 0
<PP&E>                                                           0
<DEPRECIATION>                                                   0
<TOTAL-ASSETS>                                                   16,640,023
<CURRENT-LIABILITIES>                                            0
<BONDS>                                                          0
                                            0
                                                      0
<COMMON>                                                         1
<OTHER-SE>                                                       11,729
<TOTAL-LIABILITY-AND-EQUITY>                                     16,628,293
<SALES>                                                          0
<TOTAL-REVENUES>                                                 0
<CGS>                                                            0
<TOTAL-COSTS>                                                    0
<OTHER-EXPENSES>                                                 163,424
<LOSS-PROVISION>                                                 0
<INTEREST-EXPENSE>                                               0
<INCOME-PRETAX>                                                  (163,424)
<INCOME-TAX>                                                     (71,123)
<INCOME-CONTINUING>                                              (92,301)
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                     (92,301)
<EPS-PRIMARY>                                                    0
<EPS-DILUTED>                                                    0

        

</TABLE>


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