BEAR STEARNS SECURED INVESTORS INC
10-Q, 1998-02-17
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 December 31, 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>


<PAGE>

                       BEAR STEARNS SECURED INVESTORS INC.


                                      INDEX





                        Part I.  FINANCIAL INFORMATION

Item 1.        Financial Statements
                        Statements of Financial Condition at December 31, 1997
                          (Unaudited) and June 30, 1997
                        Statements  of  Operations  (Unaudited)  for  the  three
                          months  and six months  ended  December  31,  1997 and
                          December 31, 1996
                        Statements of Cash Flows  (Unaudited) for the six months
                        ended  December  31, 1997 and December 31, 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>


<PAGE>

<TABLE>

<CAPTION>

                       BEAR STEARNS SECURED INVESTORS INC.
                        STATEMENTS OF FINANCIAL CONDITION


                                                                    December 31,                     June 30,
                                                                        1997                           1997
                                                                    (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                                       312,201                         611,514
                                                                 ----------------               -----------------
                  Total Assets                                     $   16,490,023                $     16,789,336
                                                                       ==========                      ==========

                      LIABILITIES AND STOCKHOLDER'S EQUITY

     Liabilities
        Payable to Parent                                          $   16,405,742                $     16,520,993
        Other liabilities                                                 165,000                         164,312
                                                                 ----------------                ----------------
               Total Liabilities                                       16,570,742                      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
        (Accumulated deficit)/Retained earnings                           (81,719)                        103,031
                                                                    ---------------               ---------------
               Total Stockholder's Equity                                  (80,719)                       104,031
                                                                   ----------------              ----------------
               Total Liabilities and Stockholder's Equity          $   16,490,023                 $    16,789,336
                                                                         ==========                    ==========

See accompanying notes to financial statements.

</TABLE>
<PAGE>


<PAGE>

<TABLE>

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



                                                   Three Months Ended                         Six Months Ended
                                                December 31,      December 31,            December 31,       December 31,
                                                    1997              1996                    1997               1996

<S>                                              <C>                <C>                   <C>               <C>
Expenses
     Other expenses                              $    163,423       $   2,944             $    327,111      $      4,016
                                                -------------    ------------            -------------     -------------
     Total expenses                                   163,423           2,944             $    327,111      $      4,016
                                                -------------    ------------            -------------     -------------


Loss before benefit from income taxes                (163,423)         (2,944)                (327,111)           (4,016)

Benefit from income taxes                             (71,123)         (1,280)                (142,361)           (1,764)
                                                 ------------      ------------           --------------   -------------


Net loss                                         $    (92,300)      $  (1,664)            $   (184,750)     $     (2,252)
                                                     ========           =======                ========           ========




See accompanying notes to financial statements.





</TABLE>



<PAGE>


<PAGE>

<TABLE>

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





                                                                                    Six Months Ended
                                                                              December 31,       December 31,
                                                                                  1997               1996

         <S>                                                                  <C>                 <C>
         CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                             $    (184,749)       $    (2,252)
         Decrease in deferred organization costs                                    299,312                --
         Increase (decrease) in other liabilities                                       688                (18)
                                                                             ---------------       ------------
                    Cash provided by (used in) operating activities                 115,251             (2,270)
                                                                             ---------------       ------------


         CASH FLOWS FROM FINANCING ACTIVITIES
              Payable to Parent                                                    (115,251)             2,270
                                                                               -------------       -----------
                    Cash (used in) provided by financing activities                (115,251)             2,270
                                                                             ---------------      ------------

         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 six months ended December 31, 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>


<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 second  quarter  of the fiscal  year 1998
                  was  $92,300  as  compared  with a net loss of $1,664  for the
                  second  quarter of fiscal year 1997.  During the 1998 and 1997
                  fiscal quarters the Company did not issue any CMO's.




<PAGE>


<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>


<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:      February 13, 1998                By:  /s/William  J. Montgoris
                                                 William J. Montgoris
                                                 Secretary, Treasurer and
                                                 Chief Financial Officer




<PAGE>


<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:      February 13, 1998                    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 December 31, 1997 and unaudited  Statements
of Operations for the three-months  ended December 31, 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>                                          6-MOS
<FISCAL-YEAR-END>                                          JUN-30-1998
<PERIOD-END>                                               DEC-31-1997
<CASH>                                                            1000
<SECURITIES>                                                         0
<RECEIVABLES>                                               16,176,822
<ALLOWANCES>                                                         0
<INVENTORY>                                                          0
<CURRENT-ASSETS>                                                     0
<PP&E>                                                               0
<DEPRECIATION>                                                       0
<TOTAL-ASSETS>                                              16,490,023
<CURRENT-LIABILITIES>                                                0
<BONDS>                                                              0
                                                0
                                                          0
<COMMON>                                                             1
<OTHER-SE>                                                     (80,719)
<TOTAL-LIABILITY-AND-EQUITY>                                16,490,023
<SALES>                                                              0
<TOTAL-REVENUES>                                                     0
<CGS>                                                                0
<TOTAL-COSTS>                                                        0
<OTHER-EXPENSES>                                               327,111
<LOSS-PROVISION>                                                     0
<INTEREST-EXPENSE>                                                  0
<INCOME-PRETAX>                                               (327,111)
<INCOME-TAX>                                                  (142,361)
<INCOME-CONTINUING>                                           (184,750)
<DISCONTINUED>                                                       0
<EXTRAORDINARY>                                                      0
<CHANGES>                                                            0
<NET-INCOME>                                                  (184,750)                                                         
<EPS-PRIMARY>                                                        0
<EPS-DILUTED>                                                        0

        

</TABLE>


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