BEAR STEARNS ASSET BACKED SECURITIES INC
8-K, 1998-09-22
ASSET-BACKED SECURITIES
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                                             DRAFT
                                             SEPTEMBER 17, 1998


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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, 1998

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


        Delaware                         333-49015              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
                                                    ---  --------

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

Filing of Certain Materials
- ---------------------------

     Pursuant to Rule 424(b)(5)  under the Securities Act of 1933, as amended,
concurrently with, or subsequent to, the filing of this Current Report on Form
8-K (the  "Form  8-K"),  Bear  Stearns  Asset  Backed  Securities,  Inc.  (the
"Company")  is  filing  a  prospectus  and a  prospectus  supplement  with the
Securities and Exchange  Commission  (the  "Commission")  relating to its Home
Equity Loan-Backed Term Notes, Series 1998-2 (the "Term Notes").

Incorporation of Certain Documents by Reference
- -----------------------------------------------

     The consolidated  financial statements of Ambac Assurance Corporation and
its  subsidiaries  as of December 31, 1997 and December 31, 1996,  and for the
three-year  period ended  December 31, 1997,  included in the Annual Report on
Form 10-K of Ambac  Financial  Group Inc. (which was filed with the Securities
and  Exchange  Commission  on March 31, 1998) and the  consolidated  financial
statements of Ambac Assurance  Corporation and its subsidiaries as of June 30,
1998,  and for the periods ended June 30, 1998 and June 30, 1997,  included in
the  Quarterly  Report on Form 10-Q of Ambac  Financial  Group,  Inc.  for the
period ended June 30, 1998 (which was filed with the  Securities  and Exchange
Commission  on August 14,  1998) are hereby  incorporated  by reference in (i)
this Current Report on Form 8-K; (ii) the prospectus; and (iii) the prospectus
supplement  for GMACM  Revolving  Home Equity Loan Trust  1998-2,  Home Equity
Loan-Backed Term Notes,  Series 1998-2,  and shall be deemed to be part hereof
and thereof.

     In connection with the issuance of the Term Notes,  the Company is filing
herewith  the consent of KPMG Peat  Marwick  LLP  ("KPMG") to the use of their
name and the  incorporation  by reference  of their  report in the  Prospectus
relating to the  issuance  of the Term Notes.  The consent of KPMG is attached
hereto as Exhibit 23.1



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

*  Capitalized  terms used and not  otherwise  defined  herein  shall have the
meanings  assigned  to them in the  prospectus  dated  June  4,  1998  and the
prospectus   supplement   dated   September   10,  1998   (collectively,   the
"Prospectus"),  of Bear Stearns Asset Backed Securities, Inc., relating to its
Home Equity Loan-Backed Term Notes, Series 1998-2.







Item 7.  Financial Statements, Pro Forma Financial

         Information and Exhibits.
         ------------------------

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         23.1     Consent of KPMG





                                   SIGNATURES

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

                                            BEAR STEARNS ASSET BACKED
                                             SECURITIES, INC



                                            By:   /s/  Jonathan Lieberman
                                               -----------------------------
                                                       Jonathan Lieberman
                                                         Vice President

Dated:  September 22, 1998





Exhibit Index
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Exhibit                                                          Page
- -------                                                          ----

23.1              Consent of KPMG







                                  EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Ambac Assurance Corporation:

          We consent to the  incorporation  by reference  in the  registration
          statement (No.  333-49015) of Bear Stearns Asset Backed  Securities,
          Inc.  (the  "Registrant")  and  the  prospectus  supplement  of  the
          Registrant (the  "Prospectus  Supplement"),  via the Form 8-K of the
          Registrant dated September 22, 1998, of our report dated January 29,
          1998 on the  consolidated  financial  statements of Ambac  Assurance
          Corporation  and  its  subsidiaries  as of  December  31,  1997  and
          December 31, 1996, and for the three-year  period ended December 31,
          1997,  included in the Annual Report on Form 10-K of Ambac Financial
          Group  Inc.  (which  was  filed  with the  Securities  and  Exchange
          Commission  on March 31,  1998),  and to the  reference  to our firm
          under the heading "Experts" in the Prospectus Supplement.

                                              /s/ KPMG Peat Marwick LLP

New York, New York
September 21, 1998


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