BEAR STEARNS & CO INC /NY/
SC 13D, 1998-12-23
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               		     SECURITIES AND EXCHANGE COMMISSION
 			                        Washington, DC 20549


                         				SCHEDULE 13D
		               Under the Securities Exchange Act of 1934


                  			    (Amendment No.        )

                 		        First Mutual Bancorp Inc.
			                       (Name of Issuer)
                            Common Stock 
			                  (Title of Class of Securities)

                      				  320941107
		                      		(CUSIP Number)

      	       Charles A. Nalbone, Bear, Stearns & Co. Inc.
	             115 South Jefferson Road, Whippany, NJ 07981
			                      (973) 793-2202
	            	(Name, Address and Telephone Number of Person 
            		Authorized to Receive Notices and Communications)

                      		   December 14, 1998 
           	(Date of Event which Requires Filing of this Statement)


     	If the filing person has previously filed a statement on Schedule 
13G to report the acquisition which is the subject of this Schedule 13D, 
and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the 
following box [  ] .

     	Check the following box if a fee is being paid with this statement  
[  ] . (A fee is not required only if the reporting person:  1) has a 
previous statement on file reporting beneficial ownership of more than 
five percent of the class of securities described in Item 1; and 2) has 
filed no amendment subsequent thereto reporting beneficial ownership of five 
percent or less of such class. (See Rule 13d-7)

Note:  When filing this statement, in paper format, six copies of 
this statement, including exhibits, should be filed with the Commission.  
See Rule 13d-1(a) for other parties to whom copies are to be sent.













Page 2 

CUSIP NO.  320941107                            

                                				13D


       	NAME OF REPORTING PERSON
       	S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1       BEAR, STEARNS & CO.  INC.
       	IRS #13-3299429

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
                                               								(a) [  ] 
							                                               	(b) [  ]
3       SEC USE ONLY

4       SOURCE OF FUNDS*:
       	WC, PF
	
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
       	ITEMS 2(d)(e):
							                                            	      [  ]
6       CITIZENSHIP OR PLACE OF ORGANIZATION:
       	Delaware        
	
                		7       SOLE VOTING POWER:   

                       			156,149         
	
                		8       SHARED VOTING POWER:            

                       			21,332         
	
	                	9       SOLE DISPOSITIVE POWER:         

                       			156,149 
	
	                	10      SHARED DISPOSITIVE POWER:

                        	 21,332      
	
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
                       		 177,481        

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
       	SHARES*: 
							                                     	  [  ]    

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):                     
                       			  5.02       
	
14      TYPE OF REPORTING PERSON*:
       	BD              

              			See Instructions Before Filling Out!    








Page 3 




                       					SCHEDULE 13D

Item 1: Security and Issuer

	(a)     Title and Class:        Common Stock   

	(b)     Name and address:       First Mutual Bancorp Inc.
                             				135 East Main Street     
								                         Decatur, IL  62523
			                              

Item 2: Identity and Background Identity

	(a)  Name:                      Bear, Stearns & Co. Inc. ("Bear 
                            					Stearns")

	(b)  Place of Organization:     Delaware

	(c)(i)   Principal Business:    Securities Broker/Dealer
	   (ii)  Address:               245 Park Avenue 
                            					New York, NY 10167

    	The following information with respect to each executive officer and 
director of Bear Stearns is set forth on Appendix I hereto:  (i) name, 
(ii) business address, and (iii) principal occupation or employment.

	(d)  None

	(e)  See Appendix II

	(f)  See Appendix I

Item 3:  Source and Amount of Funds or Other Consideration

    	Working capital of Bear Stearns and personal funds of discretionary 
accounts. The aggregate purchase price of the 254,681 shares of Common Stock
was approximately $4,249,989.

Item 4:  Purpose of Transaction

    	Bear Stearns has acquired the Common Stock of First Mutual Bancorp Inc.
in the ordinary course of its business as a broker/dealer in connection 
with its trading and investment activities. Bear Stearns may acquire 
additional securities of the Issuer or dispose of securities of the Issuer 
in connection with such trading and investment activities.  Although the 
foregoing represents the range of activities presently contemplated by 
Bear Stearns with respect to the Issuer, it should be noted that the possible 
activities of Bear Stearns are subject to change at any time.

    	Except as set forth above, Bear Stearns has no present plans or 
intentions which relate to or would result in any of the actions described in 
subparagraph (a) through (j) of Item 4 of Schedule 13D.








Page 4 




                 				     SCHEDULE 13D



Item 5: Interest in Securities of the Issuer as of 12/14/98

  (a)     Number:                                                   177,481
       	  Percentage:                                                  5.02   

  (b)     1. Sole power to vote or to direct the vote:              156,149
       	  2. Shared power to vote or to direct the vote:             21,332 
          3. Sole power to dispose or to direct the disposition:    156,149
       	  4. Shared power to dispose or to direct the disposition:   21,332

  (c)     Information concerning transactions in the common stock effected by 
       	  Bear Stearns is set forth on Appendix III hereto.

  (d)     Inapplicable.

  (e)     Inapplicable.

Item 6: Contracts, Arrangements, Understandings or Relationships with Respect 
       	to Securities of the Issuer:
	  
       	None

Item 7: Material to be Filed as Exhibits:

       	None

   
     






	






Page 5 



Signature:

     	After reasonable inquiry and to the best of my knowledge and belief, 
	
I certify that the information set forth in this statement is true, 

complete and correct.


Dated: 12/23/98                                    BEAR, STEARNS & CO. INC.


                                           					By:    /s/
					                                             	Barry J. Cohen
                                             						Senior Managing Director







                          		 APPENDIX I
      DIRECTORS AND EXECUTIVE OFFICERS OF BEAR, STEARNS & CO. INC.


       Name                 Principal Occupation or Employment

  Alan C. Greenberg         Chairman of the Board and Director

  James E. Cayne            President, Chief Executive Officer and Director

  Alan D. Schwartz          Executive Vice President and Director

  Warren J. Spector         Executive Vice President and Director

  Michael L. Tarnopol       Executive Vice President and Director

  John L. Knight            Director

  John M. Slade             Director Emeritus

  Kenneth L. Edlow          Secretary

  Samuel L. Molinaro, Jr.   Chief Financial Officer 

  Michael J. Abatemarco     Controller and Assistant Secretary

  Michael Minikes           Treasurer

  Frederick B. Casey        Assistant Treasurer

  Mark E. Lehman            Executive Vice President, General Counsel and 
                     			    Director

  William J. Montgoris      Chief Operating Officer



     	John L. Knight is a citizen of the United Kingdom and his business 
address is One Canada Square London E16 5AD England. Michael J. Abatemarco 
is a citizen of the United States and his business address is One Metrotech 
Center North, Brooklyn, New York 11201. All other Directors and Executive 
Officers are citizens of the United States and their business address is 245 
Park Avenue, New York, New York 10167.  Bear, Stearns & Co. Inc. is a 
wholly-owned subsidiary of The Bear Stearns Companies Inc. and of the persons 
named, all but John L. Knight hold similar office in the parent company.

					



												      





                  APPENDIX II                           Page 7
                  BEAR, STEARNS & CO. INC.


                   First Mutual Bancorp Inc.
                   
Trading from 08-05-98 through 12-24-98

(Various Firm Accounts)

                  ***** 12/14 *****                            
1,000  FIRST MUTUAL BANCORP INC       18             18,000.00 
                  ***** 12/11 *****                            
1,000  FIRST MUTUAL BANCORP INC       17 7/8         17,875.00 
                  ***** 12/10 *****                            
1,000  FIRST MUTUAL BANCORP INC       17 15/16       17,937.50 
1,000- FIRST MUTUAL BANCORP INC       17 15/16       17,936.90-
                  ***** 12/07 *****                            
  400  FIRST MUTUAL BANCORP INC       17 7/8          7,150.00 
                  ***** 11/23 *****                            
  200  FIRST MUTUAL BANCORP INC       17 3/4          3,550.00 
  500  FIRST MUTUAL BANCORP INC       17 7/8          8,937.50 
1,300  FIRST MUTUAL BANCORP INC       17 3/4         23,075.00 
1,400  FIRST MUTUAL BANCORP INC       17 7/8         25,025.00 
                                         
7,000  FIRST MUTUAL BANCORP INC       17 3/4        124,250.00 
                  ***** 11/16 *****                            
  710  FIRST MUTUAL BANCORP INC       18             12,780.00 
                  ***** 11/12 *****                            
4,000- FIRST MUTUAL BANCORP INC       17 9/16        70,247.65-
       
                  ***** 11/04 *****                            
  400  FIRST MUTUAL BANCORP INC       17 1/16         6,825.00 
4,500  FIRST MUTUAL BANCORP INC       17 1/16        76,781.25 
                  ***** 10/29 *****                            
  100- FIRST MUTUAL BANCORP INC       16 3/4          1,674.94-
  100- FIRST MUTUAL BANCORP INC       16 11/16        1,668.69-
  800- FIRST MUTUAL BANCORP INC       16 1/2         13,199.56-
                  ***** 10/23 *****                            
  100  FIRST MUTUAL BANCORP INC       16 3/8          1,637.50 
                                       
1,000- FIRST MUTUAL BANCORP INC       16.4414        16,440.86-
                  ***** 10/22 *****                            
  100- FIRST MUTUAL BANCORP INC       16 1/2          1,649.94-
                  ***** 10/16 *****                            
1,000  FIRST MUTUAL BANCORP INC       16 1/2         16,500.00 
1,000  FIRST MUTUAL BANCORP INC       16 3/4         16,750.00 
                  ***** 10/15 *****                            
  271  FIRST MUTUAL BANCORP INC       16 3/8          4,437.63 
                  ***** 09/25 *****                            
  700  FIRST MUTUAL BANCORP INC       16 5/8         11,637.50 
                  ***** 09/17 *****                            
1,000- FIRST MUTUAL BANCORP INC       16 7/8         16,874.43-
                  ***** 09/15 *****                            
1,000- FIRST MUTUAL BANCORP INC       16 3/4         16,749.44-
                  ***** 09/14 *****                            
1,000- FIRST MUTUAL BANCORP INC       15             14,999.50-
1,000- FIRST MUTUAL BANCORP INC       15 3/4         15,749.47-
1,500- FIRST MUTUAL BANCORP INC       15 1/2         23,249.22-
                  ***** 09/11 *****                            
1,000  FIRST MUTUAL BANCORP INC       14 3/4         14,750.00 
1,000  FIRST MUTUAL BANCORP INC       14 1/4         14,250.00 
1,000- FIRST MUTUAL BANCORP INC       14 3/4         14,749.50-
                                   
1,000- FIRST MUTUAL BANCORP INC       14 1/4         14,249.52-
                  ***** 09/10 *****                            
1,000  FIRST MUTUAL BANCORP INC       15 1/4         15,250.00 
                  ***** 09/08 *****                            
1,000  FIRST MUTUAL BANCORP INC       16 1/4         16,250.00 
1,000  FIRST MUTUAL BANCORP INC       15 3/4         15,750.00 
                  ***** 09/03 *****                            
  600  FIRST MUTUAL BANCORP INC       16 7/8         10,125.00 
1,000  FIRST MUTUAL BANCORP INC       16.8750        16,875.00 
1,000  FIRST MUTUAL BANCORP INC       16.8750        16,875.00 
1,000  FIRST MUTUAL BANCORP INC       16.8750        16,875.00 
1,000  FIRST MUTUAL BANCORP INC       16.8750        16,875.00 
1,000  FIRST MUTUAL BANCORP INC       16.8750        16,875.00 
5,000  FIRST MUTUAL BANCORP INC       16 7/8         84,375.00 
5,000  FIRST MUTUAL BANCORP INC       16 7/8         84,375.00 
    
 7,000  FIRST MUTUAL BANCORP INC       16.8750       118,125.00 
 7,500  FIRST MUTUAL BANCORP INC       16.8750       126,562.50 
 9,000  FIRST MUTUAL BANCORP INC       16.8750       151,875.00 
 9,000  FIRST MUTUAL BANCORP INC       16.8750       151,875.00 
 9,000  FIRST MUTUAL BANCORP INC       16.8750       151,875.00 
24,000  FIRST MUTUAL BANCORP INC       16.8750       405,000.00 
20,000- FIRST MUTUAL BANCORP INC       16 7/8        337,488.76-
1,668  FIRST MUTUAL BANCORP INC       16 7/8         28,147.50                  
                   ***** 09/01 *****                            
 1,000  FIRST MUTUAL BANCORP INC       16 5/8         16,625.00 
                   ***** 08/31 *****                            
   300  FIRST MUTUAL BANCORP INC       16.6250         4,987.50 
 1,300  FIRST MUTUAL BANCORP INC       16.6250        21,612.50 
 3,100  FIRST MUTUAL BANCORP INC       16.6250        51,537.50 
                  ***** 08/28 *****                            
8,000  FIRST MUTUAL BANCORP INC       16 3/4        134,000.00 
                  ***** 08/26 *****                            
1,000  FIRST MUTUAL BANCORP INC       16 7/8         16,875.00 
                  ***** 08/25 *****                            
  500  FIRST MUTUAL BANCORP INC       17 1/4          8,625.00 
  900  FIRST MUTUAL BANCORP INC       17             15,300.00 
1,100  FIRST MUTUAL BANCORP INC       17             18,700.00 
                  ***** 08/24 *****                            
1,000  FIRST MUTUAL BANCORP INC       17             17,000.00 
                  ***** 08/11 *****                            
1,000  FIRST MUTUAL BANCORP INC       17 1/4         17,250.00 
                  ***** 08/05 *****                            
1,000- FIRST MUTUAL BANCORP INC       18             17,999.40-
                  ***** 08/04 *****                            
  300  FIRST MUTUAL BANCORP INC       17.5000         5,250.00 
                          
  400  FIRST MUTUAL BANCORP INC       17 1/8          6,850.00
1,000  FIRST MUTUAL BANCORP INC       17 1/2         17,500.00
2,000  FIRST MUTUAL BANCORP INC       17.5000        35,000.00
4,700  FIRST MUTUAL BANCORP INC       17.5000        82,250.00
5,000  FIRST MUTUAL BANCORP INC       17.5000        87,500.00
3,000- FIRST MUTUAL BANCORP INC       17.5000        52,498.25
                                        
                  ***** 08/03 *****                           
  100  FIRST MUTUAL BANCORP INC       17 1/2          1,750.00
  500  FIRST MUTUAL BANCORP INC       17 1/2          8,750.00
  700  FIRST MUTUAL BANCORP INC       17.5000        12,250.00
1,000  FIRST MUTUAL BANCORP INC       17 1/2         17,500.00
1,000  FIRST MUTUAL BANCORP INC       17.5000        17,500.00
4,000  FIRST MUTUAL BANCORP INC       17.5625        70,250.00
                  ***** 07/31 *****                           
2,000  FIRST MUTUAL BANCORP INC       17 1/8         34,250.00
7,500  FIRST MUTUAL BANCORP INC       17 5/16       129,843.75
                  ***** 07/30 *****                           
5,000  FIRST MUTUAL BANCORP INC       17 5/16        86,562.50
                                        
                  ***** 07/28 *****                           
  600  FIRST MUTUAL BANCORP INC       17.3125        10,387.50
                  ***** 07/27 *****                           
2,500  FIRST MUTUAL BANCORP INC       17.3125        43,281.25
5,500  FIRST MUTUAL BANCORP INC       17.3125        95,218.75
                  ***** 07/23 *****                           
  500  FIRST MUTUAL BANCORP INC       17.2500         8,625.00
                  ***** 07/21 *****                           
  400  FIRST MUTUAL BANCORP INC       17.2500         6,900.00
1,500  FIRST MUTUAL BANCORP INC       17.2500        25,875.00
                   ***** 07/20 *****                           
 1,100  FIRST MUTUAL BANCORP INC       17.2500        18,975.00
 2,000  FIRST MUTUAL BANCORP INC       17.2500        34,500.00
                   ***** 07/17 *****                           
 1,000  FIRST MUTUAL BANCORP INC       17             17,000.00
                   ***** 07/14 *****                           
15,000  FIRST MUTUAL BANCORP INC       17            255,000.00



		(Various Discretionary Accounts)

                  ***** 09/03 *****                            
4,965  FIRST MUTUAL BANCORP INC       16 7/8         83,784.38 
1,883  FIRST MUTUAL BANCORP INC       16 7/8         31,775.63
5,690  FIRST MUTUAL BANCORP INC       16 7/8         96,018.75
5,794  FIRST MUTUAL BANCORP INC       16 7/8         97,773.75
                  ***** 08/05 *****                           
3,000  FIRST MUTUAL BANCORP INC       17.5000        52,500.00




     
		                                          
                                                   









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