BEAR STEARNS SECURED INVESTORS INC
10-K, 1998-09-28
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form l0-K

              [ X ] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF
                    THE  SECURITIES  EXCHANGE ACT OF 1934 [Fee  Required]
                    For the fiscal year ended June 30, 1998

                                                              or

              [   ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d)
                    OF THE  SECURITIES  EXCHANGE  ACT  OF  1934  [No  Fee
                    Required] 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
                                 (2l4) 754-8300
               (Address, Including Zip Code, and Telephone Number,
             Including Area Code of Registrant's Executive Offices)


            Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange on
              Title of each class                          which registered

                     None                                         -
                                                                  

               Securities  registered  pursuant to Section 12(g) of the Act:

                                      None
                                (Title of class)


   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

   Indicate by check mark if  disclosure  of  delinquent  filers  pursuant to
Item 405 of  Regulation  S-K is not contained  herein,  and will not be 
contained,  to the best of  Registrant's  knowledge,  in  definitive  proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-K or any  amendment  to this Form 10-K. X

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of September 1, 1997.

              100 shares of Common Stock, par value $.01 per share


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






<PAGE>

ITEM 1 -       BUSINESS

               Bear Stearns Secured  Investors Inc. (the "Company") was 
               organized by, and is a direct  wholly-owned limited purpose
               finance  subsidiary of The Bear Stearns  Companies Inc. (the
               "Parent").  The Company was incorporated in the State of 
               Delaware on November 26, 1986.

               The Company was formed  solely for the purpose of  purchasing  or
               acquiring  mortgage-backed   securities,   whole  residential  or
               commercial mortgage loans or participations  therein, and issuing
               and  selling  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  is
               authorized  to  acquire,   own,  hold,  and  pledge  the  various
               instruments collateralizing the CMO's.

               Each  series  of  CMO's  is  collateralized  by  "fully  modified
               pass-through"  mortgage-backed certificates ("GNMA Certificates")
               guaranteed  as to the full and timely  payment of  principal  and
               interest by the Government National Mortgage  Association,  which
               guaranty  is backed by the full  faith and  credit of the  United
               States   Government;    by   guaranteed   mortgage   pass-through
               certificates  ("FNMA  Certificates")  issued and guaranteed as to
               the full and timely  payment of  principal  and  interest  by the
               Federal National Mortgage Association;  by mortgage participation
               certificates ("FHLMC  Certificates")  issued and guaranteed as to
               timely  payment of interest and ultimate  payment of principal by
               the Federal Home Loan Mortgage  Corporation (GNMA, FNMA and FHLMC
               Certificates  are  hereinafter  referred to  collectively  as the
               "Certificates");  or by whole residential or commercial  mortgage
               loans or participations therein.

               Distributions  of principal  of and interest on the  Certificates
               pledged  as  collateral  and,  in some  cases,  the  reinvestment
               income,  thereon,  are used to pay the debt  service on the CMO's
               and administrative  expenses. In connection with the issuance and
               sale of each series,  it is the  Company's  intention to sell its
               beneficial interest in the residual cash flow remaining after the
               payment of debt  service and  administrative  expenses,  with the
               objective  of  ultimately   divesting  itself  of  all  ownership
               interest in the underlying collateral.

               The Certificates are acquired by the Company from Bear, Stearns &
               Co.  Inc.  ("Bear   Stearns"),   an  affiliate  of  the  Company,
               simultaneously  with  the  issuance  and sale of the  CMO's.  The
               Company  issues each series of CMO's through Bear Stearns  acting
               as the principal  underwriter in underwritten  public  offerings.
               The net  proceeds  from the  offering of each series of CMO's are
               used to purchase the Certificates collateralizing the CMO's.

               In connection  with the Company's  activities in the  origination
               and  issuance  of  CMO's,  the  Company  derives  revenue  in its
               capacity  as  administrator  of  various  CMO  issues  during the
               outstanding  life of the CMO  transactions  which it  originated,
               pursuant to subservicing agreements with Bear Stearns.



ITEM 2 -       PROPERTIES

               The Company owns no physical properties.


<PAGE>



ITEM 3 -       LEGAL PROCEEDINGS

               No legal proceedings are pending.


ITEM 4 -       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               Pursuant to General  Instruction J of Form 10-K, the  information
required by Item 4 is omitted.


                                     PART II

ITEM 5 -       MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
               MATTERS

               There is no  established  public  trading  market  for the common
               equity of the Company.  All of the issued and outstanding  shares
               of such common equity are owned by the Parent.


ITEM 6 -       SELECTED FINANCIAL DATA

               Pursuant to General  Instruction J of Form 10-K, the  information
required by Item 6 is omitted.


ITEM 7 -       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

               The Company  incurred  net losses for the fiscal years ended June
                30, 1998, 1997 and 1996 in the amounts of $379,125,  $63,588 and
                $1,504  respectively.  Net loss for the fiscal  years ended June
                1997 and 1996 resulted from certain administrative and operating
                expenses  incurred during those years. A significant  portion of
                the loss  incurred  during the year ended June 30, 1998 resulted
                from  management's  decision to accelerate the amortization of
                deferred debt issuance  costs as the registered debt shelf is 
                not  expected  to be utilized  due to current unfavorable market
                conditions. The Company did not issue any CMO's during the
                fiscal years ended June 30, 1998,  1997 and 1996 due to 
                unfavorable market conditions.


ITEM 8 -       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               The  financial  statements  required by this Item and included in
               this report are listed in the index appearing on page F-1.










<PAGE>
                               PART II (continued)


ITEM 9 -       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
               FINANCIAL DISCLOSURE

               None

                                    PART III

ITEM 10 -      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                       Pursuant  to  General  Instruction  J of Form  10-K,  the
                       information required by Item 10 is omitted.

ITEM 11 -      EXECUTIVE COMPENSATION

                       Pursuant  to  General  Instruction  J of Form  10-K,  the
                       information required by Item 11 is omitted.

ITEM 12 -      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                       Pursuant  to  General  Instruction  J of Form  10-K,  the
                       information required by Item 12 is omitted.

ITEM 13 -      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                       Pursuant  to  General  Instruction  J of Form  10-K,  the
                       information required by Item 13 is omitted.

                                     PART IV

ITEM 14 -      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

               (a)  List of Financial Statements, Financial Statement Schedules
                    and Exhibits.

               Financial Statements

               The  financial  statements  required  to be filed  hereunder  are
               listed on Page F-1 hereof.

               Financial Statement Schedules

               The Financial  Statement Schedules required to be filed hereunder
               are listed on Page F-1 hereof.

               Exhibits

               3.   Articles  of  Incorporation  and  by-laws,  incorporated  by
                    reference  to  Exhibits  3.1  and  3.2,   respectively,   to
                    Registration Statement on Form S-11 (No. 33-17021).
<PAGE>

                                     PART IV


ITEM 14 -      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
               (continued)


               4. Instruments defining the rights of security holders, including
                  indentures:

               (a)     Indenture  dated as of November 30, 1987 between Bear 
                       Stearns  Secured  Investors  Inc. and State  Street 
                       Bank and Trust  Company,  incorporated  by  reference  to
                       Exhibit  4.3(a) to Post-Effective Amendment No. 4 to
                       Registration Statement on Form S-11 (No. 33-10524).

                       3.       Exhibits (continued)

               (b)     Series 1987-4 Supplement dated as of December 30, 1987 to
                       the Indenture  dated as of November 30, 1987 between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(c) to Post-Effective Amendment No.
                       5 to Registration Statement on Form S-11 (No. 33-10524).

               (c)     Series 1987-5  Supplement dated as of January 27, 1988 to
                       the Indenture  dated as of November 30, 1987 between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(d) to Post-Effective Amendment No.
                       6 to Registration Statement on Form S-11 (No. 33-10524).

               (d)     Series 1988-1 Supplement dated as of February 23, 1988 to
                       the Indenture  dated as of November 30, 1987 between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(e) to Post-Effective Amendment No.
                       4 to Registration Statement on Form S-11 (No. 33-17021).

               (e)     Series  1988-2  Supplement  dated as of March 29, 1988 to
                       the Indenture  dated as of November 30, 1987 between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(f) to Post-Effective  Amendment No. 5 to Registration
                       Statement on Form S-11 (No. 33-17021).

               (f)     Series 1988-2  Supplement  dated as of March 29, 1988, as
                       amended  and  restated  as  of  April  5,  1988,  to  the
                       Indenture  dated as of  November  30, 1987  between  Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(g) to Post-Effective  Amendment No. 6 to Registration
                       Statement on Form S-11 (No. 33-17021).

               (g)  Series 1988-3  Supplement  dated as of April 27, 1988 to the
                    Indenture dated as of November 30, 1987 between Bear Stearns
                    Secured  Investors  Inc.  and  State  Street  Bank and Trust
                    Company,  incorporated  by  reference  to Exhibit  4.3(h) to
                    Post-Effective  Amendment No. 7 to Registration Statement on
                    Form S-11 (No. 33-17021).
<PAGE>

               3.      Exhibits (continued)


               (h)     Series 1988-4  Supplement dated as of October 27, 1988 to
                       the Indenture  dated as of November 30, 1987 between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(i) to Post-Effective Amendment No.
                       8 to Registration Statement on Form S-11 (No. 33-17021).

               (i)    Series 1988-6  Supplement dated as of November 22, 1988 to
                      the  Indenture  dated as of November 30, 1987 between Bear
                      Stearns  Secured  Investors Inc. and State Street Bank and
                      Trust Company, incorporated by reference to Exhibit 4.3(1)
                      to Post-Effective Amendment No.
                      11 to Registration Statement on Form S-11 (No. 33-17021).

               (j)     Series 1988-7 Supplement dated as of November 29, 1988 to
                       the Indenture  dated as of November 30, 1987 between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(m) to Post-Effective Amendment No.
                       12 to Registration Statement on Form S-11 (No. 33-17021).

               (k)     Series 1988-8 Supplement dated as of November 21, 1988 to
                       the Indenture  dated as of November 30, 1987 between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(k) to Post-Effective Amendment No.
                       10 to Registration Statement on Form S-11 (No. 33-17021).

               (l)     Series 1989-3  Supplement  dated as of February 16, 1989,
                       to the Indenture  dated as of November 30, 1987,  between
                       Bear Stearns Secured Investors Inc. and State Street Bank
                       and Trust Company,  incorporated  by reference to Exhibit
                       4.3(b) to Post-Effective Amendment No.
                       2 to Registration Statement on Form S-11 (No. 33-25464).

               (m)     Series  1991-1  Series  Supplement  dated  as of July 29,
                       1991,  between Bear Stearns  Secured  Investors  Inc. and
                       Texas   Commerce  Bank  National   Association,   to  the
                       Indenture  dated as of November  30,  1987,  between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(k) to Post-Effective Amendment No.
                       3 to Registration Statement on Form S-11 (No. 33-26824).

               (n)  Series  1991-2  Series  Supplement  dated as of December 30,
                    1991,  between Bear Stearns Secured Investors Inc. and Texas
                    Commerce Bank National  Association,  to the Indenture dated
                    as of  November  30,  1987,  between  Bear  Stearns  Secured
                    Investors  Inc.  and State  Street  Bank and Trust  Company,
                    incorporated    by   reference   to   Exhibit    4.3(k)   to
                    Post-Effective  Amendment No. 4 to Registration Statement on
                    Form S-11 (No 33-26824)




<PAGE>
               3.      Exhibits (continued)


               (o)     Series 1992-1 Series  Supplement  dated as of January 30,
                       1992,  between Bear Stearns  Secured  Investors  Inc. and
                       Texas   Commerce  Bank  National   Association,   to  the
                       Indenture  dated as of November  30,  1987,  between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(k) to Post-Effective Amendment No.
                       5 to Registration Statement on Form S-11 (No 33-26824)

               (p)    Series 1992-2 Supplement dated as of July 30, 1992, to the
                      Indenture  dated as of November  30,  1987,  between  Bear
                      Stearns  Secured  Investors Inc. and State Street Bank and
                      Trust  Company,  incorporated  by reference to Exhibit 4.3
                      (a) to  Post-Effective  Amendment  No.  6 to  Registration
                      Statement on Form S-11 (No. 33 -26824).

               (q)     Series  1993-1  Supplement  dated as of June 18, 1993, to
                       the Indenture dated as of November 30, 1987, between Bear
                       Stearns Secured  Investors Inc. and State Street Bank and
                       Trust  Company,  incorporated  by  reference  to  Exhibit
                       4.3(a) to Post-Effective  Amendment No. 7 to Registration
                       Statement on Form S-11 (No. 33-26824).

               (r)     Series  1993-2  Supplement  dated as of June 30, 1993, to
                       the Indenture dated as of November 30, 1987, between Bear
                       Stearns  Secured  Investors Trust 1993-2 and State Street
                       Bank and Trust  Company,  incorporated  by  reference  to
                       Exhibit  4.3 (a) to  Post-Effective  Amendment  No.  2 to
                       Registration Statement on Form S-11 (No. 33-48313).

               (s)     Series  1993-3  Supplement  dated as of July 30, 1993, to
                       the Indenture dated as of November 30, 1987, between Bear
                       Stearns  Secured  Investors Trust 1993-3 and State Street
                       Bank and Trust  Company,  incorporated  by  reference  to
                       Exhibit 4.3(a) to Post-Effective Amendment No.
                       3 to Registration Statement on Form S-11 (No. 33-48313).

               (t)     Series 1993-4  Supplement dated as of August 31, 1993, to
                       the Indenture dated as of November 30, 1987, between Bear
                       Stearns  Secured  Investors Trust 1993-4 and State Street
                       Bank and Trust  Company,  incorporated  by  reference  to
                       Exhibit  4.3(a)  to  Post-Effective  Amendment  No.  4 to
                       Registration Statement on Form S-11 (No. 33-48313).

               (u)     Series 1993-5  Supplement  dated as of September 3, 1993,
                       to the Indenture  dated as of November 30, 1987,  between
                       Bear  Stearns  Secured  Investors  Trust 1993-5 and State
                       Street Bank and Trust Company,  incorporated by reference
                       to Exhibit  4.3(a) to  Post-Effective  Amendment No. 5 to
                       Registration Statement on Form S-11 (No. 33-48313).

               (v)     Series 1993-6 Supplement dated as of November 1, 1993, to
                       the Indenture dated as of November 30, 1987, between Bear
                       Stearns  Secured  Investors Trust 1993-6 and State Street
                       Bank and Trust  Company,  incorporated  by  reference  to
                       Exhibit  4.3(a)  to  Post-Effective  Amendment  No.  6 to
                       Registration Statement on Form S-11 (No. 33-48313).
<PAGE>
               3.      Exhibits (continued)

               (w)     Series 1993-6 Supplement dated as of November 1, 1993, to
                       the Indenture dated as of November 30, 1987, between Bear
                       Stearns  Secured  Investors Trust 1993-6 and State Street
                       Bank and Trust  Company,  incorporated  by  reference  to
                       Exhibit  4.3(a)  to  Post-Effective  Amendment  No.  7 to
                       Registration Statement on Form S-11 (No. 33-48313).

               (x)     Series 1993-8 Supplement dated as of December 1, 1993, to
                       the Indenture dated as of November 30, 1987, between Bear
                       Stearns  Secured  Investors Trust 1993-8 and State Street
                       Bank and Trust  Company,  incorporated  by  reference  to
                       Exhibit  4.3(a)  to  Post-Effective  Amendment  No.  8 to
                       Registration Statement on Form S-11 (No. 33-48313).

               (b)     Reports on Form 8-K

               No  reports on Form 8-K have been  filed  during the fiscal  year
               ended June 30, 1998.



























<PAGE>
                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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, on
         the 11th day of September, 1998.


                                         Bear Stearns Secured Investors Inc.
                                                (Registrant)


                                         By: /s/ William J. Montgoris
                                           Secretary and Treasury and Principal
                                             Financial and  Accounting Officer



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         this report has been signed below by the following persons on behalf of
         the  registrant  and in the  capacities  indicated  on the  11th day of
         September, 1998.


           Signatures                                                Title



         /s/ Warren J. Spector                    President and Chief Operating
           Warren J. Spector                      Officer; Director


         /s/ William J. Montgoris                 Secretary and Treasurer
                                                  William J. Montgoris
                                                 (Principal Financial and 
                                                  Accounting Officer)
                                                              





















<PAGE>










                       BEAR STEARNS SECURED INVESTORS INC.

                          INDEX TO FINANCIAL STATEMENTS





                                                                          Page


Independent Auditors' Report                                              F-2

Statements of Financial Condition as of June 30, 1998 and 1997            F-3

Statements of Operations for the fiscal years ended
 June 30, 1998, 1997 and 1996                                             F-4

Statements of Changes in Stockholder's Equity for the fiscal
 years ended June 30, 1998, 1997 and 1996                                 F-5

Statements of Cash Flows for the fiscal years ended
 June 30, 1998, 1997 and 1996                                             F-6


Notes to Financial Statements                                             F-7




        Financial  Statement Schedules are omitted because they are inapplicable
        or the  information  is included in the  financial  statements  or notes
        thereto.














                                                                      Page F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholder,
Bear Stearns Secured Investors Inc.:

We have  audited the  accompanying  statements  of  financial  condition of Bear
Stearns Secured Investors Inc. (the "Company") (a wholly-owned subsidiary of The
Bear  Stearns  Companies  Inc.) as of June 30,  1998 and 1997,  and the  related
statements of operations,  cash flows, and changes in  stockholder's  equity for
each of the three  years in the period  ended  June 30,  1998.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of Bear Stearns Secured Investors Inc. at June
30, 1998 and 1997, and the results of their  operations and their cash flows for
each of the three  years in the period  ended June 30, 1998 in  conformity  with
generally accepted accounting principles.



September 9, 1998




                                                                      Page F-2










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



                                                      June 30,          June 30,
                                                         1998              1997
                                 ASSETS

Assets
     Cash and cash equivalents                $         1,000   $         1,000
     Receivable from affiliates                    16,176,822        16,176,822
     Deferred organization costs                         -              611,514
     Other assets                                         686               -
                                                                                
               Total Assets                       $16,178,508       $16,789,336


                 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)


Liabilities
     Payable to Parent                           $16,288,602       $16,520,993
     Other liabilities                               165,000           164,312
            Total Liabilities                     16,453,602        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 earnings (deficit)                   (276,094)         103,031
    Total Stockholder's Equity (Deficit)            (275,094)         104,031
    Total Liabilities and Stockholder's Equity   $16,178,508      $16,789,336




See notes to financial statements.







                                                                       Page F-3
<PAGE>
                        BEAR STEARNS SECURED INVESTORS INC.
                            STATEMENTS OF OPERATIONS



                                               Fiscal Years Ended
                                   June 30,         June 30,            June 30,
                                      1998             1997                1996

Revenues
Principal transactions           $   -              $   -               $   -
Management fees                      -                  -                   -  

Total revenues                       -                  -                   -


Expenses
     Other expenses                671,268           113,388              2,734

        Total expenses             671,268           113,388              2,734


(Loss) income before provision
  for income taxes                (671,268)         (113,388)            (2,734)

(Benefit) provision for
  income taxes                    (292,143)          (49,800)            (1,230)

Net  (loss)                      $(379,125)       $  (63,588)          $ (1,504)





See notes to financial statements.















                                                                       Page F-4
<PAGE>
                       BEAR STEARNS SECURED INVESTORS INC.
             STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)





                            Common Stock        Paid-in       Accumulated
                            $.01 Par Value      Capital       Earnings (Deficit)

Balance, June 30, 1995      $    1              $ 999         $ 168,123

Net loss                                                         (1,504)

Balance, June 30, 1996      $    1              $ 999           166,619

Net loss                                                        (63,588)

Balance, June 30, 1997      $    1              $ 999        $  103,031

Net loss                                                       (379,125)

Balance, June 30, 1998      $    1              $ 999        $ (276,094)



See notes to financial statements.























                                                                      Page F-5
<PAGE>
                         BEAR STEARNS SECURED INVESTORS INC.
                            STATEMENTS OF CASH FLOWS


                                              Fiscal Years Ended
                                        June 30,       June 30,        June 30,
                                           1998           1997            1996


CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                           $ (379,125)    $  (63,588)       $ (1,504)
Decrease (increase) in:
   Deferred organization costs          611,514        100,000
   Other assets                            (686)
(Decreases) increases in:
   Payable to Parent                   (232,392)       (36,394)          1,490
   Other liabilities                        689             18              14
                                                                     
   Cash provided by operating activities     -             -                -

   CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR                     1,000           1,000           1,000

   CASH AND CASH EQUIVALENTS,
    END OF YEAR                    $     1,000     $     1,000        $  1,000





See notes to financial statements.
















                                                                      Page F-6
<PAGE>

                       BEAR STEARNS SECURED INVESTORS INC.
                          NOTES TO FINANCIAL STATEMENTS



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.

Note 2.        Summary of Significant Accounting Policies

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

               The Company's policy is to record the securitization and issuance
               of CMO's and the related sale of all of its remaining  beneficial
               ownership interest in the residual cash flow attributable to each
               series of CMO's as a sale of assets.  The resultant  gain or loss
               reflects the net  proceeds  from the CMO issuance and the sale of
               the beneficial ownership interest less the cost of the underlying
               collateral and is reflected as principal transaction revenues.

               The Company's  policy is to sell all of its beneficial  ownership
               interest  in each CMO series  issued  directly  or through one or
               more trusts  established  by it.  Accordingly,  as the Company no
               longer retains an economic interest in the underlying collateral,
               the  assets  and  liabilities  related to each CMO series are not
               reflected on the Company's Statement of Financial Condition.

               Management   fee  income   received   for  the   management   and
               administration  of the  various  CMO  issues is  recognized  into
               income when earned.

               The Company is included in the  consolidated  federal  income tax
               return  of the  Parent.  Income  tax  expense  is  computed  on a
               separate company basis.

               For  purposes of  reporting  cash flows,  the Company has defined
               cash  equivalents as liquid  investments not held for sale in the
               ordinary course of business.

               Deferred  organization  costs represents debt registration  costs
               paid in advance for the issuance of CMO's.  The Company's  policy
               is to amortize these costs in portion to the face amount of CMO's
               issued.

               During the fiscal year ended June 30, 1998, the Company wrote off
               the  remaining  debt  issuance  amount.  Due  to  current  market
               conditions,  the Company does not  anticipate  the usage of these
               costs in connection with future issuances of CMO's.











                                                                       Page F-7
<PAGE>










                       BEAR STEARNS SECURED INVESTORS INC.
                          NOTES TO FINANCIAL STATEMENTS




Note 3.        Collateralized Mortgage Obligations

               During the fiscal  year  ended June 30,  1998,  1997 and 1996 the
               Company did not issue any CMO's.

Note 4.        Income Taxes

               The difference  between the Company's  effective tax rate and the
               statutory  federal  income  tax rate is the  effect  of state and
               local income taxes.

Note 5.        Related Party Transactions

               The Company clears all of its securities 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. Substantially all of
               the  Company's  operating  expenses,  such as  office  space  and
               general and administrative expenses, are borne by an affiliate.



























                                                                      Page F-8


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This  Schedule  contains  summary  financial   information  extracted  from  the
financial  statements contained in the body of the accompanying Form 10-K and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                         1
       
<S>                                                  <C>
<PERIOD-TYPE>  Year
<FISCAL-YEAR-END>                                    Jun-30-1998
<PERIOD-END>   Jun-30-1998
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>  16,176,822
<ALLOWANCES>   0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,178,508
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             1
<OTHER-SE>                                           (275,094)
<TOTAL-LIABILITY-AND-EQUITY>                         16,178,508
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>  0
<OTHER-EXPENSES>                                     671,268
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      (671,268)
<INCOME-TAX>   (292,143)
<INCOME-CONTINUING>                                  (379,125)
<DISCONTINUED> 0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        (379,125)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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