BEAR STEARNS ASSET BACKED SECURITIES INC
8-K, 1997-11-24
ASSET-BACKED SECURITIES
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                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   Form 8-K

                                CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934

                    Date of Report (Date of earliest Event
                        Reported)  September 22, 1997

                    BEAR STEARNS ASSET BACKED SECURITIES, INC.
- -----------------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

         Delaware                 33-93574            13-3836437  
- ----------------------------  ----------------      --------------
(State or Other Jurisdiction  (Commission          (I.R.S. Employer
     of Incorporation)        File Number)        Identification No.)

  245 Park Avenue
 New York, New York                                 10167
- ---------------------                             ----------
(Address of Principal                             (Zip Code)
 Executive Offices)

Registrant's telephone number, including area code (212) 272-4095
                                                   ----- --------

Item 5.  Other Events.
- ----     ------------

Filing of Form T-1.
- ------------------

     In  connection  with  the   offering  of  the  Master  Financial   Asset
Securitization Trust 1997-1 Asset Backed  Notes and Asset Backed Certificates
(together, the "Securities"), Bear  Stearns Asset Backed Securities,  Inc. is
filing a  Form T-1 with  respect to The  Bank of New  York, a New  York State
banking corporation, as indenture trustee.

Item 7.   Financial Statements, Pro Forma Financial
- ----      -----------------------------------------
          Information and Exhibits.
          ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:


     Exhibit 25 - Form T-1.



                                  SIGNATURES

Pursuant to  the requirements  of the  Securities Exchange  Act of 1934,  the
registrant  duly  caused  this report  to  be  signed on  its  behalf  by the
undersigned hereunto duly authorized.

                              BEAR STEARNS ASSET BACKED SECURITIES, INC.



                              By: /s/ Matthew Perkins
                                  -----------------------
                                  Name:  Matthew Perkins
                                  Title: Associate Director


Dated:  November 24, 1997


                                Exhibit Index
                                -------------

Exhibit                                           Page
- -------                                           ----

25   Form T-1 with respect to The Bank of New        5
     York, a New York State banking corporation.



=============================================================================


                                   FORM T-1

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                           STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

                     CHECK IF AN APPLICATION TO DETERMINE
                     ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2)


                           ----------------------

                             THE BANK OF NEW YORK
             (Exact name of trustee as specified in its charter)


New York                                                      13-5160382     
(State of incorporation                                    (I.R.S. employer  
if not a U.S. national bank)                              identification no.)

48 Wall Street, New York, N.Y.                                   10286       
(Address of principal executive offices)                       (Zip code)    


                           ----------------------


                  BEAR STEARNS ASSET BACKED SECURITIES, INC.
             (Exact name of obligor as specified in its charter)


Delaware                                                      13-3836437     
(State or other jurisdiction of                            (I.R.S. employer  
incorporation or organization)                            identification no.)

245 Park Avenue
New York, New York                                                10167      
(Address of principal executive offices)                        (Zip code)   

                            ______________________

                           Asset-Backed Securities
                     (Title of the indenture securities)


=============================================================================

1.   GENERAL  INFORMATION.    FURNISH THE  FOLLOWING  INFORMATION  AS  TO THE
     TRUSTEE:

     (A)  NAME  AND ADDRESS  OF  EACH EXAMINING  OR SUPERVISING  AUTHORITY TO
          WHICH IT IS SUBJECT.

- ------------------------------------------------------------------------------
     Name                          Address
- ------------------------------------------------------------------------------

     Superintendent of Banks of    2 Rector Street, New York,
     the State of New York         N.Y. 10006, and Albany, 
                                   N.Y. 12203

     Federal Reserve Bank of       33 Liberty Plaza, New York,
     New York                      N.Y.  10045

     Federal Deposit Insurance     Washington, D.C.  20429
     Corporation

     New York Clearing House       New York, New York   10005
     Association

     (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF  THE OBLIGOR  IS  AN AFFILIATE  OF THE  TRUSTEE,  DESCRIBE EACH  SUCH
     AFFILIATION. 

     None.

16.  LIST OF EXHIBITS. 

     EXHIBITS IDENTIFIED IN PARENTHESES  BELOW, ON FILE WITH THE  COMMISSION,
     ARE INCORPORATED HEREIN  BY REFERENCE AS AN EXHIBIT  HERETO, PURSUANT TO
     RULE 7A-29 UNDER  THE TRUST  INDENTURE ACT  OF 1939 (THE  "ACT") AND  17
     C.F.R. 229.10(D).

     1.   A  copy of the  Organization Certificate  of The  Bank of  New York
          (formerly Irving  Trust Company) as  now in effect,  which contains
          the  authority  to commence  business  and  a  grant of  powers  to
          exercise corporate trust powers.   (Exhibit 1 to Amendment No. 1 to
          Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a
          and 1b to  Form T-1 filed with Registration  Statement No. 33-21672
          and Exhibit  1 to  Form T-1 filed  with Registration  Statement No.
          33-29637.)

     4.   A copy of the existing By-laws of  the Trustee.  (Exhibit 4 to Form
          T-1 filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required  by Section 321(b) of the  Act.
          (Exhibit  6 to  Form  T-1  filed  with Registration  Statement  No.
          33-44051.)

     7.   A copy of  the latest report of condition  of the Trustee published
          pursuant  to law  or  to  the requirements  of  its supervising  or
          examining authority.



                                  SIGNATURE



     Pursuant to the  requirements of the Act,  the Trustee, The Bank  of New
York, a corporation organized and existing under the laws of the State of New
York, has  duly caused  this statement  of eligibility  to be  signed on  its
behalf by the undersigned, thereunto duly authorized,  all in The City of New
York, and State of New York, on the 21st day of November, 1997.


                                                   THE BANK OF NEW YORK      


                                                   By:   /S/WALTER N. GITLIN 
                                                      ----------------------
                                                      Name:  WALTER N. GITLIN
                                                      Title: VICE PRESIDENT  



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                     Consolidated Report of Condition of

                             THE BANK OF NEW YORK

                   of 48 Wall Street, New York, N.Y. 10286
                    And Foreign and Domestic Subsidiaries,
a member  of the Federal Reserve  System, at the  close of business  June 30,
1997, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

                                                           Dollar Amounts
ASSETS                                                       in Thousands
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
  currency and coin ..................                        $ 7,769,502

  Interest-bearing balances ..........                          1,472,524
Securities:
  Held-to-maturity securities ........                          1,080,234
  Available-for-sale securities ......                          3,046,199
Federal funds sold and Securities pur-
chased under agreements to resell.....                          3,193,800
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income ...........................                         35,352,045
  LESS: Allowance for loan and
    lease losses .....................                            625,042
  LESS: Allocated transfer risk
    reserve...........................                                429
    Loans and leases, net of unearned
    income, allowance, and reserve....                         34,726,574
Assets held in trading accounts ......                          1,611,096
Premises and fixed assets (including
  capitalized leases) ................                            676,729
Other real estate owned ..............                             22,460
Investments in unconsolidated
  subsidiaries and associated
  companies ..........................                            209,959
Customers' liability to this bank on
  acceptances outstanding ............                          1,357,731
Intangible assets ....................                            720,883
Other assets .........................                          1,627,267
                                                              -----------
Total assets .........................                        $57,514,958
                                                              ===========

LIABILITIES
Deposits:
  In domestic offices ................                        $26,875,596
  Noninterest-bearing ................                         11,213,657
  Interest-bearing ...................                         15,661,939
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs ...                         16,334,270
  Noninterest-bearing ................                            596,369
  Interest-bearing ...................                         15,737,901
Federal funds purchased and Securities
  sold under agreements to repurchase.                          1,583,157
Demand notes issued to the U.S.
  Treasury ...........................                            303,000
Trading liabilities ..................                          1,308,173
Other borrowed money:
  With remaining maturity of one year
    or less ..........................                          2,383,570
  With remaining maturity of more than
    one year through three years......                                  0
  With remaining maturity of more than
    three years .........................                          20,679
Bank's liability on acceptances exe-
  cuted and outstanding ..............                          1,377,244
Subordinated notes and debentures ....                          1,018,940
Other liabilities ....................                          1,732,792
                                                              -----------
Total liabilities ....................                         52,937,421
                                                              -----------

EQUITY CAPITAL
Common stock ........................                           1,135,284
Surplus .............................                             731,319
Undivided profits and capital
  reserves ..........................                           2,721,258
Net unrealized holding gains
  (losses) on available-for-sale
  securities ........................                               1,948
Cumulative foreign currency transla-
  tion adjustments ..................                        (     12,272)
                                                              -----------

Total equity capital ................                           4,577,537
                                                              -----------
Total liabilities and equity
  capital ...........................                         $57,514,958
                                                              ===========

     I,  Robert E.  Keilman, Senior  Vice  President and  Comptroller of  the
above-named  bank do  hereby declare that  this Report of  Condition has been
prepared  in  conformance  with  the  instructions issued  by  the  Board  of
Governors of  the  Federal Reserve  System  and is  true to  the  best of  my
knowledge and belief.

                                                     Robert E. Keilman

     We, the undersigned directors, attest  to the correctness of this Report
of  Condition and declare that it has been  examined by us and to the best of
our  knowledge  and  belief  has   been  prepared  in  conformance  with  the
instructions issued by  the Board of Governors of  the Federal Reserve System
and is true and correct.

                        
     Alan R. Griffith     )
     J. Carter Bacot      )
     Thomas A. Renyi      )     Directors



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