AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1999

                                                 REGISTRATION NO. 333-________
==============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                                 ------------
                         THE BEAR STEARNS COMPANIES INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                               13-3286161
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
      Incorporation or Organization)

                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167
                                (212) 272-2000
             (Address, including Zip Code, and Telephone Number,
      including Area Code, of Registrant's Principal Executive Offices)


                         THE BEAR STEARNS COMPANIES INC.
                            CAPITAL ACCUMULATION PLAN
                          FOR SENIOR MANAGING DIRECTORS
                            (Full Title of the Plan)


                             SAMUEL L. MOLINARO, JR.
                             CHIEF FINANCIAL OFFICER
                         THE BEAR STEARNS COMPANIES INC.
                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167
                                (212) 272-2000
          (Name, Address, including Zip Code, and Telephone Number,
                  including Area Code, of Agent For Service)

                                   COPIES TO:
                              DENNIS J. BLOCK, ESQ.
                          CADWALADER, WICKERSHAM & TAFT
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                                (212) 504-6000
                              ------------------


                         CALCULATION OF REGISTRATION FEE

<TABLE>
---------------------------------------------------------------------------------------------------------------------
                                                                              PROPOSED MAXIMUM        AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES  AMOUNT TO BE  PROPOSED MAXIMUM OFFERING   AGGREGATE OFFERING      REGISTRATION
        TO BE REGISTERED          REGISTERED(1)      PRICE PER UNIT(2)            PRICE(2)              FEE(2)
---------------------------------------------------------------------------------------------------------------------
<S>                              <C>                      <C>                   <C>                    <C>
Common Stock, par value $1.00
     per share                   2,985,198 shares         $41.69                $124,452,905           $34,598
---------------------------------------------------------------------------------------------------------------------


<FN>
(1)   Plus such  indeterminate  number of shares  pursuant to Rule 416 as may be
      issued  in  respect  of  stock   splits,   stock   dividends  and  similar
      transactions.

(2)   Pursuant  to Rule 457  under  the  Securities  Act of 1933,  the  proposed
      maximum  aggregate  offering price and the registration fee are based upon
      the  average  of the high and low  prices  per  share of the  Registrant's
      Common Stock  reported on the New York Stock  Exchange  Composite  Tape on
      June 25, 1999.
</FN>
</TABLE>



<PAGE>




                                Explanatory Note

This  Registration  Statement is being filed solely for purposes of  registering
the shares for resale by the Selling Stockholders.  The reoffer prospectus which
is  filed  as a part  of  this  Registration  Statement  has  been  prepared  in
accordance  with  the   requirements  of  Form  S-3,  and  pursuant  to  General
Instruction C of Form S-8 may be used for reoffers or resales of the shares that
have been acquired by the Selling Stockholders.





<PAGE>




REOFFER PROSPECTUS

                         THE BEAR STEARNS COMPANIES INC.


                        2,985,198 SHARES OF COMMON STOCK


    Certain  of  the  Company's  employees,  all  of  whom  are  named  in  this
Prospectus,  are selling for their own  accounts up to  2,985,198  shares of its
Common Stock that they acquired pursuant to the Company's  Capital  Accumulation
Plan for Senior  Managing  Directors.  The  Company  will not receive any of the
proceeds from such sales.

    The  Selling  Stockholders  propose to sell the shares  from time to time in
transactions  occurring  either  on or  off  the  New  York  Stock  Exchange  at
prevailing  market  prices or at  negotiated  prices.  Sales may be made through
brokers or to dealers,  who are  expected to receive  customary  commissions  or
discounts.

    The Selling Stockholders and participating brokers and dealers may be deemed
to be "underwriters"  within the meaning of the Securities Act of 1933, in which
event any  profit on the sale of shares by those  Selling  Stockholders  and any
commissions  or discounts  received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.

    Bear, Stearns & Co. Inc. and/or Bear, Stearns Securities Corp., subsidiaries
of The Bear Stearns Companies Inc., may act as a broker on behalf of one or more
of the Selling Stockholders.

    The Common Stock is traded on the New York Stock  Exchange  under the symbol
"BSC".  On June 29, 1999,  the closing price of the Common Stock on the Exchange
was $43.9375 per share.



    Neither the  Securities  and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
Prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.









                                  June 30, 1999



<PAGE>




    YOU  SHOULD  ONLY  RELY ON THE  INFORMATION  INCORPORATED  BY  REFERENCE  OR
PROVIDED IN THIS  PROSPECTUS OR ANY  SUPPLEMENT.  WE HAVE NOT AUTHORIZED  ANYONE
ELSE TO PROVIDE YOU WITH  DIFFERENT  INFORMATION.  THE COMMON STOCK IS NOT BEING
OFFERED  IN ANY STATE  WHERE THE OFFER IS NOT  PERMITTED.  YOU SHOULD NOT ASSUME
THAT THE  INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
                               ----------------

                                TABLE OF CONTENTS
                                                                            PAGE

Where You Can Find More Information..........................................2
Certain Definitions..........................................................3
The Company..................................................................4
Selling Stockholders.........................................................6
Plan Of Distribution........................................................10
Experts.....................................................................10




                       WHERE YOU CAN FIND MORE INFORMATION

    We file annual and quarterly reports, proxy statements and other information
required by the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), with the Securities and Exchange Commission (the "SEC"). You may read and
copy any document the Company files at the SEC's public  reference rooms located
at 450 Fifth Street, N.W., Washington,  D.C. 20549, at Seven World Trade Center,
13th Floor, New York, New York 10048 and at Northwest  Atrium Center,  5000 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at
1-800-SEC-0330  for  further  information  on the public  reference  rooms.  The
Company's  SEC filings are also  available to the public from the SEC's web site
at  http://www.sec.gov.  Copies of these  reports,  proxy  statements  and other
information can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.

    The Company has filed with the SEC a registration statement on Form S-8 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  with respect to the Common Stock.  This  Prospectus,  which
constitutes  a part of that  Registration  Statement,  does not  contain all the
information  contained in that  Registration  Statement  and its  exhibits.  For
further information with respect to the Company and the Common Stock, you should
consult the  Registration  Statement and its exhibits.  Statements  contained in
this  Prospectus  concerning  the  provisions of any  documents are  necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference  to the copy of the  document  filed  with the SEC.  The  Registration
Statement and any of its amendments,  including  exhibits filed as a part of the
Registration  Statement  or an  amendment  to the  Registration  Statement,  are
available for inspection and copying through the entities listed above.

    The SEC allows the Company to  "incorporate  by reference"  the  information
that we file with them, which means that we can disclose  important  information
to you by referring you to the other information we have filed with the SEC. The
information  that we  incorporate  by reference is considered to be part of this
Prospectus,  and information that we file later with the SEC will  automatically
update and supersede this information.


                                      -2-

<PAGE>




    The following  documents  filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 1-8989) and any future filings under Sections  13(a),
13(c),  14 or 15(d) of the  Exchange  Act made  before  the  termination  of the
offering are incorporated by reference:

      (i)    the  Annual  Report on Form 10-K  (including  the  portions  of the
             Company's   Annual  Report  to  Stockholders  and  Proxy  Statement
             incorporated  by reference  therein) for the fiscal year ended June
             30, 1998;

      (ii)   the Quarterly Reports on Form 10-Q for the quarters ended September
             25, 1998,  December 31, 1998, and March 26, 1999, and the Quarterly
             Report on Form 10-Q/A for the quarter ended December 31, 1998;

      (iii)  the  Current  Reports on Form 8-K dated July 21,  1998,  August 26,
             1998,  October  14,  1998,  October  30,  1998,  December  9, 1998,
             December 16, 1998, December 21, 1998, January 19, 1999, January 20,
             1999,  February 23, 1999,  April 12, 1999,  April 14, 1999 and June
             28, 1999; and

      (iv)   the  description  of the Common Stock,  which is  registered  under
             Section  12 of the  Exchange  Act,  set  forth  under  the  caption
             "Description   of  Capital   Stock"   contained  in  the  Company's
             Registration Statement on Form 10, dated September 19, 1985.

    The  Company  will  provide  to you  without  charge,  a copy  of any or all
documents  incorporated by reference into this Prospectus except the exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
in such documents). You may request copies by writing or telephoning the Company
at the Corporate Communications Department, The Bear Stearns Companies Inc., 245
Park Avenue, New York, New York 10167; telephone number (212) 272-2000.


                               CERTAIN DEFINITIONS

    Unless otherwise stated in this Prospectus:

    o    the "Company," "we" and "us" refer to The Bear Stearns Companies Inc.
           and its subsidiaries;

    o    "Bear Stearns" refers to Bear, Stearns & Co. Inc.;

    o    "BSSC" refers to Bear, Stearns Securities Corp.;

    o    "BSIL" refers to Bear, Stearns International Limited ; and

    Bear Stearns,  BSSC and BSIL are subsidiaries of The Bear Stearns  Companies
Inc.

    o    "Common  Stock" refers to the Common Stock,  par value $1.00 per share,
         of The Bear Stearns Companies Inc.

    o    "NASD" refers to the National Association of Securities Dealers, Inc.

    o    "NYSE" refers to the New York Stock Exchange.


                                      -3-

<PAGE>





                                   THE COMPANY

    The Bear  Stearns  Companies  Inc. is a holding  company  that,  through its
principal subsidiaries,  Bear Stearns, BSSC and BSIL, is a leading United States
investment banking,  securities trading and brokerage firm serving corporations,
governments and institutional and individual investors worldwide.  The Company's
business includes:

    o    market-making  and  trading in  corporate,  United  States  government,
         government-agency,   mortgage-related,   asset-backed   and   municipal
         securities;

    o    trading in  corporate  equity and debt  securities,  options,  futures,
         foreign currencies, interest-rate swaps and other derivative products;

    o    securities and commodities arbitrage;

    o    securities, options and commodities brokerage;

    o    underwriting and distributing securities;

    o    providing securities clearance services;

    o    financing customer activities;

    o    securities lending;

    o    arranging for the private placement of securities;

    o    assisting  clients  in  mergers,   acquisitions,   restructurings   and
         leveraged transactions;

    o    providing other financial advisory services;

    o    making principal investments in leveraged acquisitions;

    o    acting as specialist on the floor of the NYSE;

    o    providing fiduciary and other services,  such as real estate brokerage,
         investment management and investment advisory; and

    o    financial market and securities research.

    The Company's  business is conducted  (a) from its principal  offices in New
York City;  (b) from  domestic  regional  offices in Atlanta,  Boston,  Chicago,
Dallas,  Los  Angeles  and San  Francisco;  (c) from  representative  offices in
Beijing, Hong Kong and Shanghai; (d) from a branch office in Lugano; (e) through
international  subsidiaries  in Buenos Aires,  Dublin,  Hong Kong,  London,  Sao
Paulo,  Singapore and Tokyo;  and (f) through joint ventures with other firms in
Belgium,  Madrid and the  Philippines.  The Company's  foreign  offices  provide
services  and engage in  investment  activities  involving  foreign  clients and
international transactions.  The Company provides trust-company services through
its subsidiary, Custodial Trust Company, located in Princeton, New Jersey.

                                      -4-

<PAGE>




    Bear Stearns and BSSC are broker-dealers  registered with the SEC. They also
are  members of the NYSE,  all other  principal  United  States  securities  and
commodities  exchanges,  the NASD and the  National  Futures  Association.  Bear
Stearns  is a  "primary  dealer"  in United  States  government  securities,  as
designated by the Federal Reserve Bank of New York. BSIL is a securities  broker
dealer  based  in  London.  BSIL is  regulated  by the  Securities  and  Futures
Authority  in the United  Kingdom  and is a member of the  London  International
Financial Futures Exchange,  the London Securities & Derivatives  Exchange,  the
International Petroleum Exchange and the London Commodity Exchange.

    The Company is incorporated in Delaware.  The principal  executive office of
the  Company  is located  at 245 Park  Avenue,  New York,  New York  10167;  the
telephone  number of the  Company  is (212)  272-2000.  The  Company's  Internet
address is http://www.bearstearns.com.


                                      -5-

<PAGE>





                              SELLING STOCKHOLDERS

    This Prospectus relates to shares of Common Stock that have been acquired by
the  Selling   Stockholders  named  below  pursuant  to  the  Company's  Capital
Accumulation Plan for Senior Managing Directors.

    Each of the Selling  Stockholders  is an employee of the Company or one of
its  subsidiaries  and is a Senior  Managing  Director  of Bear  Stearns.  The
following table sets forth:

    o    the name and principal  position or positions over the past three years
         with the Company of each Selling  Stockholder  (other than such Selling
         Stockholder's  current  position as a Senior Managing  Director of Bear
         Stearns);

    o    the  number  of  shares  of  Common  Stock  each  Selling   Stockholder
         beneficially owned as of June 3, 1999;

    o    the  number  of  shares  of  Common  Stock  acquired  by  each  Selling
         Stockholder  pursuant  to the  Plan and  being  registered  under  this
         Registration  Statement,  some  or  all of  which  shares  may be  sold
         pursuant to this Prospectus; and

    o    the number of shares of Common Stock and the percentage, if 1% or more,
         of the total class of Common Stock outstanding to be beneficially owned
         by each Selling Stockholder following this offering,  assuming the sale
         pursuant  to this  offering  of all  shares  acquired  by such  Selling
         Stockholder pursuant to the Plan and registered under this Registration
         Statement.

There is no assurance that any of the Selling  Stockholders will sell any or all
of the shares offered by them under this Registration Statement.  The address of
each  Selling  Stockholder  is c/o The Bear  Stearns  Companies  Inc.,  245 Park
Avenue, New York, New York 10167.

                                      -6-

<PAGE>




This table reflects all Selling  Stockholders who are eligible to resell and the
number of shares available to be resold by such Selling Stockholders.



                                                           SHARES BENEFICIALLY
                                 SHARES       SHARES              OWNED
SELLING STOCKHOLDERS AND      BENEFICIALLY  COVERED BY     AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH         OWNED         THIS        -------------------
THE COMPANY                    (1)(2)(3)    PROSPECTUS     NUMBER      PERCENT
------------------------      ------------  ----------     ------      -------

Michael J. Abatemarco            40,024       11,135        28,889        *
Stephen M. Ackerman              30,638       10,729        19,909        *
Edward Almeida                   34,023        8,718        25,305        *
Perrin Arturi                    59,759       18,449        41,310        *
Jeffrey C. Bernstein             27,857        5,805        22,052        *
Steve Binder                     12,216        2,092        10,124        *
Damion Carufe                    23,776       15,093         8,683        *
James E. Cayne (4)            4,321,838      582,523     3,739,315      2.35%
  President
  Chief Executive Officer
Vincent M. Cazzetta               3,775          687         3,088        *
Daniel A. Celentano              25,663        9,869        15,794        *
Peter Cherasia (a)              131,141       50,687        80,454        *
Barry J. Cohen (5)              170,315       40,595       129,720        *
David S. Connelly                72,797       70,250         2,547        *
Steven M. Dantus (6)             81,815       15,109        66,706        *
Daniel R. Delahanty (7)          55,954       14,388        41,566        *
Wendy de Monchaux               136,672       53,073        83,599        *
Richard W. Dimino               113,684        3,178       110,506        *
Yan Erlikh                       54,461       38,909        15,552        *
William Finn                     30,480        7,500        22,980        *
Clifford Friedman                20,305       12,670         7,635        *
Michael B. Frankel               31,938       11,402        20,536        *
Paul M. Friedman                 20,026        4,527        15,499        *
Barry Ganz                       29,847       10,422        19,425        *
Bruce E. Geismar (a)(8)         147,623        9,053       138,570        *
David H. Glaser                  42,123        9,869        32,254        *
Andrew E. Haas (9)               56,090       17,760        38,330        *
Richard Harriton (a)            345,687       58,380       287,307        *
Cory Hechler                     39,613       14,976        24,637        *
Daniel Hoffman                   30,686       11,575        19,111        *
Michael Hyatt (10)               64,268       23,450        40,818        *
Robert B. Jackman               258,059       24,959       233,100        *
Brian C. Jerome                  21,829       18,820         3,009        *
Wesley M. Jones                  13,993        4,822         9,171        *
Michael Josephson                22,053        7,650        14,403        *
Daniel L. Keating (a)(11)       224,761       46,932       177,829        *
Frederick N. Khedouri            49,925       27,919        22,006        *
John Y. Koren                    33,276       19,598        13,678        *
Hans Rudolph Kunz                49,250       45,911         3,339        *
Mark A. Kurland                  64,839       48,524        16,315        *
Andrew Lawrence (12)            175,102        2,484       172,618        *
Mark E. Lehman (13)             123,425       42,594        80,831        *
  Executive Vice President
  General Counsel
C. King-Letaconnoux              24,205        1,357        22,848        *
Frederick Leuffer                16,447       12,410         4,037        *
David A. Liebowitz               31,278       14,456        16,822        *


                                      -7-

<PAGE>



                                                           SHARES BENEFICIALLY
                                 SHARES       SHARES              OWNED
SELLING STOCKHOLDERS AND      BENEFICIALLY  COVERED BY     AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH         OWNED         THIS        -------------------
THE COMPANY                    (1)(2)(3)    PROSPECTUS     NUMBER      PERCENT
------------------------      ------------  ----------     ------      -------


Roland N. Livney                130,161       49,744        80,417        *
Michael A. Lorig                 91,075       18,932        72,143        *
Anthony Magro                    22,039        8,558        13,481        *
Thomas Marano                    20,961       18,743         2,218        *
David Marren                     23,731        8,558        15,173        *
George J. Mason                  15,287        7,346         7,941        *
Jeffrey Mehl                     72,593       15,581        57,012        *
Michael Minikes (a)(14)         544,849      157,758       387,091        *
  Treasurer
Samuel Molinaro                   9,405        7,989         1,416        *
  Senior Vice President-
  Finance
  Chief Financial Officer
Dominick Mondi                   21,668        4,067        17,601        *
Donald R. Mullen (a)             94,982       36,696        58,286        *
Steven B. Nakovich               59,791        4,049        55,742        *
Barry Nix                        67,476       61,359         6,117        *
Fares Noujaim                    90,444       56,587        33,857        *
Craig M. Overlander             131,891       50,105        81,786        *
Aldo Parcesepe                  170,628       52,404       118,224        *
Terese D. Payne                 135,245       32,728       102,517        *
  (Leave of Absence)
Edward Raice                     90,443       88,173         2,270        *
E. John Rosenwald, Jr.(a)       254,604        4,604       250,000        *
Michael Saperstein              947,236        1,054       946,182        *
George Sarner                   254,134        6,490       247,644        *
Kenneth Savio                    12,157       10,520         1,637        *
Steven Scari                     29,348       18,931        10,417        *
Joel S. Schlesinger              19,439        6,733        12,706        *
Clark Schubach                   48,146       16,370        31,776        *
Alan D. Schwartz              1,057,195      285,268       771,927        *
  Executive Vice President
Anthony P. Skvarla               36,615       11,251        25,364        *
David Solomon(a)                131,830      101,013        30,817        *
Warren Spector(a)(15)           660,204      196,521       463,683        *
  Executive Vice President
Donald Tang                     139,588       70,845        68,743        *
Michael L. Tarnopol (a)         502,782       36,330       466,452        *
  Vice Chairman
John Tywman                     183,075       50,863       132,212        *
Eli Wachtel (16)                 77,515       20,350        57,165        *
Uzi Zucker (a)                  336,771        7,369       329,402        *

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

*Less than one (1%) percent.

(a)    Former member of the Board of Directors of the Company

(1)    Nature of beneficial ownership is sole voting and investment power except
       as indicated in subsequent notes.

(2)    Includes shares of Common Stock owned by the Selling Stockholders through
       The Bear  Stearns  Companies  Inc.  Employee  Stock  Ownership  Plan (the
       "ESOP"). Shares owned by the ESOP that

                                      -8-


<PAGE>


       are allocated to employees'  accounts are voted on a "pass through" basis
       by the employees to whose accounts such shares are allocated.  Shares not
       allocated to accounts and  allocated  shares for which voting  directions
       have not been received are voted by the trustee of the ESOP in proportion
       to the  manner in which  allocated  shares  are  directed  to be voted by
       participants in the ESOP.

(3)    Does not include an  aggregate  of  15,750,024  shares  underlying  units
       credited  under  the  Plan  to the  indicated  individuals  because  such
       individuals  neither have the present  ability to direct the vote nor the
       ability to dispose of such shares and will not have such rights within 60
       days.

(4)    Does not include 43,495 shares of Common Stock owned by Mr. Cayne's wife,
       as to which shares Mr. Cayne  disclaims  beneficial  ownership.  Does not
       include 231,623 shares of Common Stock held by trusts established for Mr.
       Cayne's  children,  as to which  shares Mr.  Cayne  disclaims  beneficial
       ownership. Does not include 7,665 shares of Common Stock owned by a child
       of  Mr.  Cayne,  as  to  which  shares  Mr.  Cayne  disclaims  beneficial
       ownership.

(5)    Mr. Cohen also has a short position of 20,000 shares of Common Stock.

(6)    Includes 21 shares of Common Stock held by Mr.  Dantus as  custodian  for
       his child.

(7)    Includes  525 shares of Common  Stock held by Mr.  Delahanty as custodian
       for his child.

(8)    Does not  include  990  shares  of Common  Stock  owned by a child of Mr.
       Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.

(9)    Includes 513 shares of Common Stock held by Mr. Haas as custodian for his
       children.

(10)   Includes 662 shares of Common  Stock held by Mr.  Hyatt as custodian  for
       his children.

(11)   Includes  2,060 shares of Common  Stock held by Mr.  Keating as custodian
       for his children.

(12)   Mr. Lawrence also has a short position of 55,203 shares of Common Stock.

(13)   Does  not  include  30,252  shares  of  Common  Stock  held  in  a  trust
       established  for  Mr.  Lehman's  wife,  as to  which  shares  Mr.  Lehman
       disclaims beneficial ownership.

(14)   Does not include 1,696 shares of Common Stock owned by Mr. Minikes' wife,
       as to which shares Mr. Minikes disclaims beneficial ownership.

(15)   Does not include 606 shares of Common Stock owned by Mr.  Spector's wife,
       as to which shares Mr. Spector disclaims beneficial ownership.

(16)   Mr. Wachtel also has a short position of 22,785 shares of Common Stock.


                                      -9-

<PAGE>





                              PLAN OF DISTRIBUTION

    Shares covered by this Prospectus  will be sold by the Selling  Stockholders
as principals  for their own account.  The Company will not receive any proceeds
from sales of any shares by Selling Stockholders.

    The Selling  Stockholders  may sell shares  pursuant to this Prospectus from
time to time (a) in transactions  (including one or more block  transactions) on
the NYSE;  (b) in the public  market off the NYSE;  (c) in privately  negotiated
transactions,  or (d) in a combination  of such  transactions.  Each sale may be
made  either  at the  market  price  prevailing  at the  time  of  sale  or at a
negotiated  price.  Sales may be made  through  brokers or to dealers,  and such
brokers  or dealers  may  receive  compensation  in the form of  commissions  or
discounts  not exceeding  those  customary in similar  transactions.  Any shares
covered by this  Prospectus that qualify for sale pursuant to Rule 144 under the
Securities  Act  may be  sold  under  Rule  144  rather  than  pursuant  to this
Prospectus.  All  expenses  of  registration  incurred in  connection  with this
offering are being borne by the Company, but all brokerage commissions and other
expenses  incurred  by a  Selling  Stockholder  will be  borne  by that  Selling
Stockholder.

    The  Selling  Stockholders  and any  dealer  acting in  connection  with the
offering or any broker executing a sell order on behalf of a Selling Stockholder
may be deemed to be "underwriters"  within the meaning of the Securities Act, in
which  event any profit on the sale of shares by a Selling  Stockholder  and any
commissions or discounts  received by any such broker or dealer may be deemed to
be underwriting  compensation  under the Securities  Act. In addition,  any such
broker or dealer may be  required  to deliver a copy of this  Prospectus  to any
person who purchases any of the shares from or through such broker or dealer.

    Bear Stearns and/or BSSC may act as a broker on behalf of one or more of the
Selling  Stockholders  in connection  with sales under this  Prospectus  and may
receive customary commissions in connection therewith. Bear Stearns and BSSC are
member firms of the NASD and their  activities in  connection  with the offering
will  conform  to the  requirements  set forth in Rule 2720 of the NASD  Conduct
Rules.

    In  order  to  comply  with  the  securities  laws  of  certain  states,  if
applicable,  the shares will be sold only through registered or licensed brokers
or dealers.


                                     EXPERTS

    The consolidated  financial  statements and the related financial  statement
schedules  incorporated  in this Prospectus by reference from the Company's 1998
Annual  Report  on Form  10-K  have  been  audited  by  Deloitte  & Touche  LLP,
independent auditors, as stated in their reports,  which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

                                      -10-

<PAGE>




                                     PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following  documents  filed by the Company with the SEC pursuant
    to Section 13 of the Exchange Act (File No. 1-8989), are incorporated herein
    by reference:  (i) the Annual Report on Form 10-K (including the portions of
    the Company's Annual Report to Stockholders and Proxy Statement incorporated
    by  reference  therein)  for the fiscal year ended June 30,  1998;  (ii) the
    Quarterly  Reports on Form 10-Q for the quarters  ended  September 25, 1998,
    December  31,  1998 and March 26,  1999,  and the  Quarterly  Report on Form
    10-Q/A for the quarter ended December 31, 1998; (iii) the Current Reports on
    Form 8-K dated July 21, 1998, August 26, 1998, October 14, 1998, October 30,
    1998,  December 9, 1998,  December 16, 1998,  December 21, 1998, January 19,
    1999,  January 20, 1999,  February 23, 1999,  April 12, 1999, April 14, 1999
    and June 28, 1999; and (iv) the  description  of the Common Stock,  which is
    registered under Section 12 of the Exchange Act, set forth under the caption
    "Description  of Capital  Stock"  contained  in the  Company's  Registration
    Statement on Form 10, dated  September 19, 1985. All documents  filed by the
    Company  pursuant to Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act
    subsequent  to the  date of this  Registration  Statement  and  prior to the
    filing of a post-effective  amendment indicating that all securities offered
    hereby have been sold or deregistering all securities then remaining unsold,
    shall be deemed  to be  incorporated  by  reference  into this  Registration
    Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Reference is made to Section 145 of the  Delaware  General  Corporation  Law
which  provides  for  indemnification  of  directors  and  officers  in  certain
circumstances.

    Article VIII of the Company's Restated Certificate of Incorporation provides
for  indemnification  of directors and officers of the Company  against  certain
liabilities  incurred as a result of their duties as such and also  provides for
the  elimination of the monetary  liability of directors for certain  actions as
such. The Company's Restated Certificate of Incorporation,  as amended, is filed
as Exhibit  4(a)(1) to the  Registration  Statement on Form S-3 (No.  333-57083)
filed June 17, 1998.

    The  registrant  has in effect  reimbursement  insurance for  directors' and
officers'  liability  claims and  directors' and officers'  liability  insurance
indemnifying, respectively, the registrant and its directors and officers within
specific  limits  for  certain  liabilities  incurred  by them,  subject  to the
conditions and exclusions and deductible provisions of the policies.

    For the undertaking with respect to indemnification, see Item 9.

                                      II-1

<PAGE>




ITEM 7.   Exemption from Registration Claimed.

    With respect to the restricted  securities  reoffered or resold  pursuant to
this  Registration   Statement,   the  Registrant   claimed  an  exemption  from
registration  under the  Securities  Act pursuant to Section 4(2) thereof.  Such
restricted securities were issued to the Selling Stockholders in connection with
their deferral of income under the Registrant's  Capital  Accumulation  Plan for
Senior Managing Directors.

ITEM 8.    EXHIBITS.

           Exhibit No.         Description

            4(a)(1)    --  Restated   Certificate   of   Incorporation   of  the
                           Registrant  (incorporated  by  reference  to  Exhibit
                           4(a)(1)  to the  Registration  Statement  on Form S-3
                           (File No. 333-57083)).

            4(a)(2)    --  Certificate  of  Stock  Designation  relating  to the
                           Registrant's  Adjustable  Rate  Cumulative  Preferred
                           Stock, Series A (incorporated by reference to Exhibit
                           4(a)(6)  to the  Registration  Statement  on Form S-8
                           (File No. 33-49979)).

            4(a)(3)    --  Certificate of  Stock   Designation  relating  to the
                           Registrant's  Cumulative  Preferred  Stock,  Series E
                           (incorporated  by  reference  to  Exhibit  1.4 to the
                           Registration  Statement  on Form 8-A filed on January
                           14, 1998).

            4(a)(4)    --  Certificate  of  Stock  Designation  relating to  the
                           Registrant's  Cumulative  Preferred  Stock,  Series F
                           (incorporated  by  reference  to  Exhibit  1.4 to the
                           Registration Statement on Form 8-A filed on April 20,
                           1998).

            4(a)(5)    --  Certificate of  Stock  Designation  relating  to  the
                           Registrant's  Cumulative  Preferred  Stock,  Series G
                           (incorporated  by  reference  to  Exhibit  1.4 to the
                           Registration  Statement on Form 8-A filed on June 18,
                           1998).

            4(b)       --  Amended  and  Restated  By-laws  of  the   Registrant
                           (filed  as   Exhibit   (3)(b)  to  the   Registrant's
                           Quarterly  Report  on Form  10-Q  for  the  quarterly
                           period ended December 31, 1997).

            23(a)      --  Consent of Deloitte & Touche LLP.

            24         --  Power of attorney (included in the signature pages to
                           the Registration Statement).

    An opinion of counsel  (Exhibit 5) is not being  filed since the  securities
being registered are not original issuance securities.

ITEM 9.     UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

                                      II-2

<PAGE>




    (a) To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

            (i)   to include any  prospectus  required by Section  10(a)(3) of
    the Securities Act;

            (ii)  to reflect in the prospectus any facts or events arising after
    the  effective  date of this  Registration  Statement  (or the  most  recent
    post-effective  amendment thereto) which,  individually or in the aggregate,
    represent  a  fundamental  change  in the  information  set  forth  in  this
    Registration  Statement.  Notwithstanding  the  foregoing,  any  increase or
    decrease in the volume of  securities  offered (if the total dollar value of
    securities  offered  would not  exceed  that which was  registered)  and any
    deviation from the low or high end of the estimated  maximum  offering range
    may be  reflected in the form of  prospectus  filed with the SEC pursuant to
    Rule 424(b) if, in the aggregate,  the changes in volume and price represent
    no more than a 20 percent change in the maximum aggregate offering price set
    forth in the  "Calculation  of  Registration  Fee"  table  in the  effective
    Registration Statement;

            (iii) to include any material  information  with respect to the plan
    of distribution not previously  disclosed in this Registration  Statement or
    any material change to such information in this Registration Statement;

provided,  however,  that the  undertakings  set forth in paragraphs  (a)(i) and
(a)(ii)  do  not  apply  if  the  information  required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the SEC by the  registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

    (b) That, for the purpose of determining  any liability under the Securities
Act, each such post-effective  amendment will be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time will be deemed  to be the  initial  bona fide  offering
thereof.

    (c) To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    (d) That,  for purposes of  determining  any liability  under the Securities
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

    (e) Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant   pursuant  to  the  provisions  referred  to  in  Item  15  of  this
Registration  Statement,  or otherwise,  the registrant has been advised that in
the  opinion  of the SEC  such  indemnification  is  against  public  policy  as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-3

<PAGE>




                                   SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the registrant
hereby certifies that it has reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on June 30, 1999.



                                           THE BEAR STEARNS COMPANIES INC.



                                          By:/S/ SAMUEL L. MOLINARO, JR.
                                             ------------------------------
                                                 SAMUEL L. MOLINARO, JR.
                                                 Senior Vice President-Finance
                                                 and Chief Financial Officer

   KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose  signature  appears
below  constitutes and appoints Alan C. Greenberg,  James E. Cayne and Samuel L.
Molinaro,  Jr.  and each of them,  his true  and  lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform such and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following  persons in the capacities  indicated
on June 30, 1999.

             SIGNATURE                                   TITLE
             ---------                                   -----

                         THE BEAR STEARNS COMPANIES INC.


        /S/ Alan C. Greenberg             Chairman of the Board and Director
-----------------------------------
          ALAN C. GREENBERG


         /S/ James E. Cayne               President, Chief Executive Officer
-----------------------------------          and Director (Principal
           JAMES E. CAYNE                    Executive Officer)



        /S/ Carl D. Glickman              Director
-----------------------------------
          CARL D. GLICKMAN


        /s/ Donald J. Harrington           Director
-------------------------------------
        DONALD J. HARRINGTON


         /S/ William L. Mack              Director
-----------------------------------
           WILLIAM L. MACK


                                      II-4

<PAGE>



             SIGNATURE                                   TITLE
             ---------                                   -----

        /S/ Frank T. Nickell              Director
-----------------------------------
          FRANK T. NICKELL


                                          Director
-----------------------------------
         FREDERIC V. SALERNO


          /S/ Vincent Tese                Director
-----------------------------------
            VINCENT TESE


           /S/ Fred Wilpon                Director
-----------------------------------
             FRED WILPON


     /S/ Samuel L. Molinaro, Jr.          Senior Vice President-Finance and
-----------------------------------          Chief Financial Officer
       SAMUEL L. MOLINARO, JR.               (Principal Financial Officer)


       /S/ Marshall J Levinson            Controller and Assistant Secretary
-----------------------------------          (Principal Accounting Officer)
         MARSHALL J LEVINSON


                                      II-5

<PAGE>




                                  EXHIBIT INDEX


Exhibit
Number             Description
--------           -----------

4(a)(1)       --   Restated  Certificate  of  Incorporation  of  the  Registrant
                   (incorporated   by  reference  to  Exhibit   4(a)(1)  to  the
                   Registration Statement on Form S-3 (File No. 333-57083)).

4(a)(2)       --   Certificate of Stock Designation relating to the Registrant's
                   Adjustable  Rate  Cumulative   Preferred   Stock,   Series  A
                   (incorporated   by  reference  to  Exhibit   4(a)(6)  to  the
                   Registration Statement on Form S-8 (File No. 33-49979)).

4(a)(3)       --   Certificate of Stock Designation relating to the Registrant's
                   Cumulative   Preferred  Stock,   Series  E  (incorporated  by
                   reference  to Exhibit 1.4 to the  Registration  Statement  on
                   Form 8-A filed on January 14, 1998).

4(a)(4)       --   Certificate of Stock Designation relating to the Registrant's
                   Cumulative   Preferred  Stock,   Series  F  (incorporated  by
                   reference  to Exhibit 1.4 to the  Registration  Statement  on
                   Form 8-A filed on April 20, 1998).

4(a)(5)       --   Certificate of Stock Designation relating to the Registrant's
                   Cumulative   Preferred  Stock,   Series  G  (incorporated  by
                   reference  to Exhibit 1.4 to the  Registration  Statement  on
                   Form 8-A filed on June 18, 1998).

4(b)          --   Amended  and  Restated  By-laws of the  Registrant  (filed as
                   Exhibit (3)(b) to the  Registrant's  Quarterly Report on Form
                   10-Q for the quarterly period ended December 31, 1997).

23(a)         --   Consent of Deloitte & Touche LLP.

24            --   Power of attorney  (included  in the  signature  pages to the
                   Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 48380}]
{"company-data": {"conformed-name": "BEAR STEARNS COMPANIES INC", "cik": "0000777001", "assigned-sic": "6211", "irs-number": "133286161", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81901", "film-number": "99656128"}, "business-address": {"street1": "245 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10167", "phone": "2122722000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1999

                                                 REGISTRATION NO. 333-________
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                                 ------------
                         THE BEAR STEARNS COMPANIES INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                               13-3286161
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
      Incorporation or Organization)

                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167
                                (212) 272-2000
             (Address, including Zip Code, and Telephone Number,
      including Area Code, of Registrant's Principal Executive Offices)

                         THE BEAR STEARNS COMPANIES INC.
                            CAPITAL ACCUMULATION PLAN
                          FOR SENIOR MANAGING DIRECTORS
                            (Full Title of the Plan)

                             SAMUEL L. MOLINARO, JR.
                             CHIEF FINANCIAL OFFICER
                         THE BEAR STEARNS COMPANIES INC.
                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167
                                (212) 272-2000
          (Name, Address, including Zip Code, and Telephone Number,
                  including Area Code, of Agent For Service)

                                   COPIES TO:
                              DENNIS J. BLOCK, ESQ.
                          CADWALADER, WICKERSHAM & TAFT
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                                (212) 504-6000
                              ------------------

                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
                                                                              PROPOSED MAXIMUM        AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES  AMOUNT TO BE  PROPOSED MAXIMUM OFFERING   AGGREGATE OFFERING      REGISTRATION
        TO BE REGISTERED          REGISTERED(1)      PRICE PER UNIT(2)            PRICE(2)              FEE(2)
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00
     per share                   2,985,198 shares         $41.69                $124,452,905           $34,598
---------------------------------------------------------------------------------------------------------------------
(1)   Plus such  indeterminate  number of shares  pursuant to Rule 416 as may be
      issued  in  respect  of  stock   splits,   stock   dividends  and  similar
      transactions.

(2)   Pursuant  to Rule 457  under  the  Securities  Act of 1933,  the  proposed
      maximum  aggregate  offering price and the registration fee are based upon
      the  average  of the high and low  prices  per  share of the  Registrant's
      Common Stock  reported on the New York Stock  Exchange  Composite  Tape on
      June 25, 1999.
Explanatory Note

This  Registration  Statement is being filed solely for purposes of  registering
the shares for resale by the Selling Stockholders.  The reoffer prospectus which
is  filed  as a part  of  this  Registration  Statement  has  been  prepared  in
accordance  with  the   requirements  of  Form  S-3,  and  pursuant  to  General
Instruction C of Form S-8 may be used for reoffers or resales of the shares that
have been acquired by the Selling Stockholders.
REOFFER PROSPECTUS

                         THE BEAR STEARNS COMPANIES INC.

                        2,985,198 SHARES OF COMMON STOCK

    Certain  of  the  Company's  employees,  all  of  whom  are  named  in  this
Prospectus,  are selling for their own  accounts up to  2,985,198  shares of its
Common Stock that they acquired pursuant to the Company's  Capital  Accumulation
Plan for Senior  Managing  Directors.  The  Company  will not receive any of the
proceeds from such sales.

    The  Selling  Stockholders  propose to sell the shares  from time to time in
transactions  occurring  either  on or  off  the  New  York  Stock  Exchange  at
prevailing  market  prices or at  negotiated  prices.  Sales may be made through
brokers or to dealers,  who are  expected to receive  customary  commissions  or
discounts.

    The Selling Stockholders and participating brokers and dealers may be deemed
to be "underwriters"  within the meaning of the Securities Act of 1933, in which
event any  profit on the sale of shares by those  Selling  Stockholders  and any
commissions  or discounts  received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.

    Bear, Stearns & Co. Inc. and/or Bear, Stearns Securities Corp., subsidiaries
of The Bear Stearns Companies Inc., may act as a broker on behalf of one or more
of the Selling Stockholders.

    The Common Stock is traded on the New York Stock  Exchange  under the symbol
"BSC".  On June 29, 1999,  the closing price of the Common Stock on the Exchange
was $43.9375 per share.

    Neither the  Securities  and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
Prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                                  June 30, 1999
YOU  SHOULD  ONLY  RELY ON THE  INFORMATION  INCORPORATED  BY  REFERENCE  OR
PROVIDED IN THIS  PROSPECTUS OR ANY  SUPPLEMENT.  WE HAVE NOT AUTHORIZED  ANYONE
ELSE TO PROVIDE YOU WITH  DIFFERENT  INFORMATION.  THE COMMON STOCK IS NOT BEING
OFFERED  IN ANY STATE  WHERE THE OFFER IS NOT  PERMITTED.  YOU SHOULD NOT ASSUME
THAT THE  INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
                               ----------------

                                TABLE OF CONTENTS
                                                                            PAGE

Where You Can Find More Information..........................................2
Certain Definitions..........................................................3
The Company..................................................................4
Selling Stockholders.........................................................6
Plan Of Distribution........................................................10
Experts.....................................................................10

                       WHERE YOU CAN FIND MORE INFORMATION

    We file annual and quarterly reports, proxy statements and other information
required by the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), with the Securities and Exchange Commission (the "SEC"). You may read and
copy any document the Company files at the SEC's public  reference rooms located
at 450 Fifth Street, N.W., Washington,  D.C. 20549, at Seven World Trade Center,
13th Floor, New York, New York 10048 and at Northwest  Atrium Center,  5000 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at
1-800-SEC-0330  for  further  information  on the public  reference  rooms.  The
Company's  SEC filings are also  available to the public from the SEC's web site
at  http://www.sec.gov.  Copies of these  reports,  proxy  statements  and other
information can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.

    The Company has filed with the SEC a registration statement on Form S-8 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  with respect to the Common Stock.  This  Prospectus,  which
constitutes  a part of that  Registration  Statement,  does not  contain all the
information  contained in that  Registration  Statement  and its  exhibits.  For
further information with respect to the Company and the Common Stock, you should
consult the  Registration  Statement and its exhibits.  Statements  contained in
this  Prospectus  concerning  the  provisions of any  documents are  necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference  to the copy of the  document  filed  with the SEC.  The  Registration
Statement and any of its amendments,  including  exhibits filed as a part of the
Registration  Statement  or an  amendment  to the  Registration  Statement,  are
available for inspection and copying through the entities listed above.

    The SEC allows the Company to  "incorporate  by reference"  the  information
that we file with them, which means that we can disclose  important  information
to you by referring you to the other information we have filed with the SEC. The
information  that we  incorporate  by reference is considered to be part of this
Prospectus,  and information that we file later with the SEC will  automatically
update and supersede this information.

                                      -2-
The following  documents  filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 1-8989) and any future filings under Sections  13(a),
13(c),  14 or 15(d) of the  Exchange  Act made  before  the  termination  of the
offering are incorporated by reference:

      (i)    the  Annual  Report on Form 10-K  (including  the  portions  of the
             Company's   Annual  Report  to  Stockholders  and  Proxy  Statement
             incorporated  by reference  therein) for the fiscal year ended June
             30, 1998;

      (ii)   the Quarterly Reports on Form 10-Q for the quarters ended September
             25, 1998,  December 31, 1998, and March 26, 1999, and the Quarterly
             Report on Form 10-Q/A for the quarter ended December 31, 1998;

      (iii)  the  Current  Reports on Form 8-K dated July 21,  1998,  August 26,
             1998,  October  14,  1998,  October  30,  1998,  December  9, 1998,
             December 16, 1998, December 21, 1998, January 19, 1999, January 20,
             1999,  February 23, 1999,  April 12, 1999,  April 14, 1999 and June
             28, 1999; and

      (iv)   the  description  of the Common Stock,  which is  registered  under
             Section  12 of the  Exchange  Act,  set  forth  under  the  caption
             "Description   of  Capital   Stock"   contained  in  the  Company's
             Registration Statement on Form 10, dated September 19, 1985.

    The  Company  will  provide  to you  without  charge,  a copy  of any or all
documents  incorporated by reference into this Prospectus except the exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
in such documents). You may request copies by writing or telephoning the Company
at the Corporate Communications Department, The Bear Stearns Companies Inc., 245
Park Avenue, New York, New York 10167; telephone number (212) 272-2000.

                               CERTAIN DEFINITIONS

    Unless otherwise stated in this Prospectus:

    o    the "Company," "we" and "us" refer to The Bear Stearns Companies Inc.
           and its subsidiaries;

    o    "Bear Stearns" refers to Bear, Stearns & Co. Inc.;

    o    "BSSC" refers to Bear, Stearns Securities Corp.;

    o    "BSIL" refers to Bear, Stearns International Limited ; and

    Bear Stearns,  BSSC and BSIL are subsidiaries of The Bear Stearns  Companies
Inc.

    o    "Common  Stock" refers to the Common Stock,  par value $1.00 per share,
         of The Bear Stearns Companies Inc.

    o    "NASD" refers to the National Association of Securities Dealers, Inc.

    o    "NYSE" refers to the New York Stock Exchange.

                                      -3-
THE COMPANY

    The Bear  Stearns  Companies  Inc. is a holding  company  that,  through its
principal subsidiaries,  Bear Stearns, BSSC and BSIL, is a leading United States
investment banking,  securities trading and brokerage firm serving corporations,
governments and institutional and individual investors worldwide.  The Company's
business includes:

    o    market-making  and  trading in  corporate,  United  States  government,
         government-agency,   mortgage-related,   asset-backed   and   municipal
         securities;

    o    trading in  corporate  equity and debt  securities,  options,  futures,
         foreign currencies, interest-rate swaps and other derivative products;

    o    securities and commodities arbitrage;

    o    securities, options and commodities brokerage;

    o    underwriting and distributing securities;

    o    providing securities clearance services;

    o    financing customer activities;

    o    securities lending;

    o    arranging for the private placement of securities;

    o    assisting  clients  in  mergers,   acquisitions,   restructurings   and
         leveraged transactions;

    o    providing other financial advisory services;

    o    making principal investments in leveraged acquisitions;

    o    acting as specialist on the floor of the NYSE;

    o    providing fiduciary and other services,  such as real estate brokerage,
         investment management and investment advisory; and

    o    financial market and securities research.

    The Company's  business is conducted  (a) from its principal  offices in New
York City;  (b) from  domestic  regional  offices in Atlanta,  Boston,  Chicago,
Dallas,  Los  Angeles  and San  Francisco;  (c) from  representative  offices in
Beijing, Hong Kong and Shanghai; (d) from a branch office in Lugano; (e) through
international  subsidiaries  in Buenos Aires,  Dublin,  Hong Kong,  London,  Sao
Paulo,  Singapore and Tokyo;  and (f) through joint ventures with other firms in
Belgium,  Madrid and the  Philippines.  The Company's  foreign  offices  provide
services  and engage in  investment  activities  involving  foreign  clients and
international transactions.  The Company provides trust-company services through
its subsidiary, Custodial Trust Company, located in Princeton, New Jersey.

                                      -4-
Bear Stearns and BSSC are broker-dealers  registered with the SEC. They also
are  members of the NYSE,  all other  principal  United  States  securities  and
commodities  exchanges,  the NASD and the  National  Futures  Association.  Bear
Stearns  is a  "primary  dealer"  in United  States  government  securities,  as
designated by the Federal Reserve Bank of New York. BSIL is a securities  broker
dealer  based  in  London.  BSIL is  regulated  by the  Securities  and  Futures
Authority  in the United  Kingdom  and is a member of the  London  International
Financial Futures Exchange,  the London Securities & Derivatives  Exchange,  the
International Petroleum Exchange and the London Commodity Exchange.

    The Company is incorporated in Delaware.  The principal  executive office of
the  Company  is located  at 245 Park  Avenue,  New York,  New York  10167;  the
telephone  number of the  Company  is (212)  272-2000.  The  Company's  Internet
address is http://www.bearstearns.com.

                                      -5-
SELLING STOCKHOLDERS

    This Prospectus relates to shares of Common Stock that have been acquired by
the  Selling   Stockholders  named  below  pursuant  to  the  Company's  Capital
Accumulation Plan for Senior Managing Directors.

    Each of the Selling  Stockholders  is an employee of the Company or one of
its  subsidiaries  and is a Senior  Managing  Director  of Bear  Stearns.  The
following table sets forth:

    o    the name and principal  position or positions over the past three years
         with the Company of each Selling  Stockholder  (other than such Selling
         Stockholder's  current  position as a Senior Managing  Director of Bear
         Stearns);

    o    the  number  of  shares  of  Common  Stock  each  Selling   Stockholder
         beneficially owned as of June 3, 1999;

    o    the  number  of  shares  of  Common  Stock  acquired  by  each  Selling
         Stockholder  pursuant  to the  Plan and  being  registered  under  this
         Registration  Statement,  some  or  all of  which  shares  may be  sold
         pursuant to this Prospectus; and

    o    the number of shares of Common Stock and the percentage, if 1% or more,
         of the total class of Common Stock outstanding to be beneficially owned
         by each Selling Stockholder following this offering,  assuming the sale
         pursuant  to this  offering  of all  shares  acquired  by such  Selling
         Stockholder pursuant to the Plan and registered under this Registration
         Statement.

There is no assurance that any of the Selling  Stockholders will sell any or all
of the shares offered by them under this Registration Statement.  The address of
each  Selling  Stockholder  is c/o The Bear  Stearns  Companies  Inc.,  245 Park
Avenue, New York, New York 10167.

                                      -6-
This table reflects all Selling  Stockholders who are eligible to resell and the
number of shares available to be resold by such Selling Stockholders.

                                                           SHARES BENEFICIALLY
                                 SHARES       SHARES              OWNED
SELLING STOCKHOLDERS AND      BENEFICIALLY  COVERED BY     AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH         OWNED         THIS        -------------------
THE COMPANY                    (1)(2)(3)    PROSPECTUS     NUMBER      PERCENT
------------------------      ------------  ----------     ------      -------

Michael J. Abatemarco            40,024       11,135        28,889        *
Stephen M. Ackerman              30,638       10,729        19,909        *
Edward Almeida                   34,023        8,718        25,305        *
Perrin Arturi                    59,759       18,449        41,310        *
Jeffrey C. Bernstein             27,857        5,805        22,052        *
Steve Binder                     12,216        2,092        10,124        *
Damion Carufe                    23,776       15,093         8,683        *
James E. Cayne (4)            4,321,838      582,523     3,739,315      2.35%
  President
  Chief Executive Officer
Vincent M. Cazzetta               3,775          687         3,088        *
Daniel A. Celentano              25,663        9,869        15,794        *
Peter Cherasia (a)              131,141       50,687        80,454        *
Barry J. Cohen (5)              170,315       40,595       129,720        *
David S. Connelly                72,797       70,250         2,547        *
Steven M. Dantus (6)             81,815       15,109        66,706        *
Daniel R. Delahanty (7)          55,954       14,388        41,566        *
Wendy de Monchaux               136,672       53,073        83,599        *
Richard W. Dimino               113,684        3,178       110,506        *
Yan Erlikh                       54,461       38,909        15,552        *
William Finn                     30,480        7,500        22,980        *
Clifford Friedman                20,305       12,670         7,635        *
Michael B. Frankel               31,938       11,402        20,536        *
Paul M. Friedman                 20,026        4,527        15,499        *
Barry Ganz                       29,847       10,422        19,425        *
Bruce E. Geismar (a)(8)         147,623        9,053       138,570        *
David H. Glaser                  42,123        9,869        32,254        *
Andrew E. Haas (9)               56,090       17,760        38,330        *
Richard Harriton (a)            345,687       58,380       287,307        *
Cory Hechler                     39,613       14,976        24,637        *
Daniel Hoffman                   30,686       11,575        19,111        *
Michael Hyatt (10)               64,268       23,450        40,818        *
Robert B. Jackman               258,059       24,959       233,100        *
Brian C. Jerome                  21,829       18,820         3,009        *
Wesley M. Jones                  13,993        4,822         9,171        *
Michael Josephson                22,053        7,650        14,403        *
Daniel L. Keating (a)(11)       224,761       46,932       177,829        *
Frederick N. Khedouri            49,925       27,919        22,006        *
John Y. Koren                    33,276       19,598        13,678        *
Hans Rudolph Kunz                49,250       45,911         3,339        *
Mark A. Kurland                  64,839       48,524        16,315        *
Andrew Lawrence (12)            175,102        2,484       172,618        *
Mark E. Lehman (13)             123,425       42,594        80,831        *
  Executive Vice President
  General Counsel
C. King-Letaconnoux              24,205        1,357        22,848        *
Frederick Leuffer                16,447       12,410         4,037        *
David A. Liebowitz               31,278       14,456        16,822        *

                                      -7-
SHARES BENEFICIALLY
                                 SHARES       SHARES              OWNED
SELLING STOCKHOLDERS AND      BENEFICIALLY  COVERED BY     AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH         OWNED         THIS        -------------------
THE COMPANY                    (1)(2)(3)    PROSPECTUS     NUMBER      PERCENT
------------------------      ------------  ----------     ------      -------

Roland N. Livney                130,161       49,744        80,417        *
Michael A. Lorig                 91,075       18,932        72,143        *
Anthony Magro                    22,039        8,558        13,481        *
Thomas Marano                    20,961       18,743         2,218        *
David Marren                     23,731        8,558        15,173        *
George J. Mason                  15,287        7,346         7,941        *
Jeffrey Mehl                     72,593       15,581        57,012        *
Michael Minikes (a)(14)         544,849      157,758       387,091        *
  Treasurer
Samuel Molinaro                   9,405        7,989         1,416        *
  Senior Vice President-
  Finance
  Chief Financial Officer
Dominick Mondi                   21,668        4,067        17,601        *
Donald R. Mullen (a)             94,982       36,696        58,286        *
Steven B. Nakovich               59,791        4,049        55,742        *
Barry Nix                        67,476       61,359         6,117        *
Fares Noujaim                    90,444       56,587        33,857        *
Craig M. Overlander             131,891       50,105        81,786        *
Aldo Parcesepe                  170,628       52,404       118,224        *
Terese D. Payne                 135,245       32,728       102,517        *
  (Leave of Absence)
Edward Raice                     90,443       88,173         2,270        *
E. John Rosenwald, Jr.(a)       254,604        4,604       250,000        *
Michael Saperstein              947,236        1,054       946,182        *
George Sarner                   254,134        6,490       247,644        *
Kenneth Savio                    12,157       10,520         1,637        *
Steven Scari                     29,348       18,931        10,417        *
Joel S. Schlesinger              19,439        6,733        12,706        *
Clark Schubach                   48,146       16,370        31,776        *
Alan D. Schwartz              1,057,195      285,268       771,927        *
  Executive Vice President
Anthony P. Skvarla               36,615       11,251        25,364        *
David Solomon(a)                131,830      101,013        30,817        *
Warren Spector(a)(15)           660,204      196,521       463,683        *
  Executive Vice President
Donald Tang                     139,588       70,845        68,743        *
Michael L. Tarnopol (a)         502,782       36,330       466,452        *
  Vice Chairman
John Tywman                     183,075       50,863       132,212        *
Eli Wachtel (16)                 77,515       20,350        57,165        *
Uzi Zucker (a)                  336,771        7,369       329,402        *

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

*Less than one (1%) percent.

(a)    Former member of the Board of Directors of the Company

(1)    Nature of beneficial ownership is sole voting and investment power except
       as indicated in subsequent notes.

(2)    Includes shares of Common Stock owned by the Selling Stockholders through
       The Bear  Stearns  Companies  Inc.  Employee  Stock  Ownership  Plan (the
       "ESOP"). Shares owned by the ESOP that

                                      -8-
are allocated to employees'  accounts are voted on a "pass through" basis
       by the employees to whose accounts such shares are allocated.  Shares not
       allocated to accounts and  allocated  shares for which voting  directions
       have not been received are voted by the trustee of the ESOP in proportion
       to the  manner in which  allocated  shares  are  directed  to be voted by
       participants in the ESOP.

(3)    Does not include an  aggregate  of  15,750,024  shares  underlying  units
       credited  under  the  Plan  to the  indicated  individuals  because  such
       individuals  neither have the present  ability to direct the vote nor the
       ability to dispose of such shares and will not have such rights within 60
       days.

(4)    Does not include 43,495 shares of Common Stock owned by Mr. Cayne's wife,
       as to which shares Mr. Cayne  disclaims  beneficial  ownership.  Does not
       include 231,623 shares of Common Stock held by trusts established for Mr.
       Cayne's  children,  as to which  shares Mr.  Cayne  disclaims  beneficial
       ownership. Does not include 7,665 shares of Common Stock owned by a child
       of  Mr.  Cayne,  as  to  which  shares  Mr.  Cayne  disclaims  beneficial
       ownership.

(5)    Mr. Cohen also has a short position of 20,000 shares of Common Stock.

(6)    Includes 21 shares of Common Stock held by Mr.  Dantus as  custodian  for
       his child.

(7)    Includes  525 shares of Common  Stock held by Mr.  Delahanty as custodian
       for his child.

(8)    Does not  include  990  shares  of Common  Stock  owned by a child of Mr.
       Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.

(9)    Includes 513 shares of Common Stock held by Mr. Haas as custodian for his
       children.

(10)   Includes 662 shares of Common  Stock held by Mr.  Hyatt as custodian  for
       his children.

(11)   Includes  2,060 shares of Common  Stock held by Mr.  Keating as custodian
       for his children.

(12)   Mr. Lawrence also has a short position of 55,203 shares of Common Stock.

(13)   Does  not  include  30,252  shares  of  Common  Stock  held  in  a  trust
       established  for  Mr.  Lehman's  wife,  as to  which  shares  Mr.  Lehman
       disclaims beneficial ownership.

(14)   Does not include 1,696 shares of Common Stock owned by Mr. Minikes' wife,
       as to which shares Mr. Minikes disclaims beneficial ownership.

(15)   Does not include 606 shares of Common Stock owned by Mr.  Spector's wife,
       as to which shares Mr. Spector disclaims beneficial ownership.

(16)   Mr. Wachtel also has a short position of 22,785 shares of Common Stock.

                                      -9-
PLAN OF DISTRIBUTION

    Shares covered by this Prospectus  will be sold by the Selling  Stockholders
as principals  for their own account.  The Company will not receive any proceeds
from sales of any shares by Selling Stockholders.

    The Selling  Stockholders  may sell shares  pursuant to this Prospectus from
time to time (a) in transactions  (including one or more block  transactions) on
the NYSE;  (b) in the public  market off the NYSE;  (c) in privately  negotiated
transactions,  or (d) in a combination  of such  transactions.  Each sale may be
made  either  at the  market  price  prevailing  at the  time  of  sale  or at a
negotiated  price.  Sales may be made  through  brokers or to dealers,  and such
brokers  or dealers  may  receive  compensation  in the form of  commissions  or
discounts  not exceeding  those  customary in similar  transactions.  Any shares
covered by this  Prospectus that qualify for sale pursuant to Rule 144 under the
Securities  Act  may be  sold  under  Rule  144  rather  than  pursuant  to this
Prospectus.  All  expenses  of  registration  incurred in  connection  with this
offering are being borne by the Company, but all brokerage commissions and other
expenses  incurred  by a  Selling  Stockholder  will be  borne  by that  Selling
Stockholder.

    The  Selling  Stockholders  and any  dealer  acting in  connection  with the
offering or any broker executing a sell order on behalf of a Selling Stockholder
may be deemed to be "underwriters"  within the meaning of the Securities Act, in
which  event any profit on the sale of shares by a Selling  Stockholder  and any
commissions or discounts  received by any such broker or dealer may be deemed to
be underwriting  compensation  under the Securities  Act. In addition,  any such
broker or dealer may be  required  to deliver a copy of this  Prospectus  to any
person who purchases any of the shares from or through such broker or dealer.

    Bear Stearns and/or BSSC may act as a broker on behalf of one or more of the
Selling  Stockholders  in connection  with sales under this  Prospectus  and may
receive customary commissions in connection therewith. Bear Stearns and BSSC are
member firms of the NASD and their  activities in  connection  with the offering
will  conform  to the  requirements  set forth in Rule 2720 of the NASD  Conduct
Rules.

    In  order  to  comply  with  the  securities  laws  of  certain  states,  if
applicable,  the shares will be sold only through registered or licensed brokers
or dealers.

                                     EXPERTS

    The consolidated  financial  statements and the related financial  statement
schedules  incorporated  in this Prospectus by reference from the Company's 1998
Annual  Report  on Form  10-K  have  been  audited  by  Deloitte  & Touche  LLP,
independent auditors, as stated in their reports,  which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

                                      -10-
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following  documents  filed by the Company with the SEC pursuant
    to Section 13 of the Exchange Act (File No. 1-8989), are incorporated herein
    by reference:  (i) the Annual Report on Form 10-K (including the portions of
    the Company's Annual Report to Stockholders and Proxy Statement incorporated
    by  reference  therein)  for the fiscal year ended June 30,  1998;  (ii) the
    Quarterly  Reports on Form 10-Q for the quarters  ended  September 25, 1998,
    December  31,  1998 and March 26,  1999,  and the  Quarterly  Report on Form
    10-Q/A for the quarter ended December 31, 1998; (iii) the Current Reports on
    Form 8-K dated July 21, 1998, August 26, 1998, October 14, 1998, October 30,
    1998,  December 9, 1998,  December 16, 1998,  December 21, 1998, January 19,
    1999,  January 20, 1999,  February 23, 1999,  April 12, 1999, April 14, 1999
    and June 28, 1999; and (iv) the  description  of the Common Stock,  which is
    registered under Section 12 of the Exchange Act, set forth under the caption
    "Description  of Capital  Stock"  contained  in the  Company's  Registration
    Statement on Form 10, dated  September 19, 1985. All documents  filed by the
    Company  pursuant to Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act
    subsequent  to the  date of this  Registration  Statement  and  prior to the
    filing of a post-effective  amendment indicating that all securities offered
    hereby have been sold or deregistering all securities then remaining unsold,
    shall be deemed  to be  incorporated  by  reference  into this  Registration
    Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Reference is made to Section 145 of the  Delaware  General  Corporation  Law
which  provides  for  indemnification  of  directors  and  officers  in  certain
circumstances.

    Article VIII of the Company's Restated Certificate of Incorporation provides
for  indemnification  of directors and officers of the Company  against  certain
liabilities  incurred as a result of their duties as such and also  provides for
the  elimination of the monetary  liability of directors for certain  actions as
such. The Company's Restated Certificate of Incorporation,  as amended, is filed
as Exhibit  4(a)(1) to the  Registration  Statement on Form S-3 (No.  333-57083)
filed June 17, 1998.

    The  registrant  has in effect  reimbursement  insurance for  directors' and
officers'  liability  claims and  directors' and officers'  liability  insurance
indemnifying, respectively, the registrant and its directors and officers within
specific  limits  for  certain  liabilities  incurred  by them,  subject  to the
conditions and exclusions and deductible provisions of the policies.

    For the undertaking with respect to indemnification, see Item 9.

                                      II-1
ITEM 7.   Exemption from Registration Claimed.

    With respect to the restricted  securities  reoffered or resold  pursuant to
this  Registration   Statement,   the  Registrant   claimed  an  exemption  from
registration  under the  Securities  Act pursuant to Section 4(2) thereof.  Such
restricted securities were issued to the Selling Stockholders in connection with
their deferral of income under the Registrant's  Capital  Accumulation  Plan for
Senior Managing Directors.

ITEM 8.    EXHIBITS.

           Exhibit No.         Description

            4(a)(1)    --  Restated   Certificate   of   Incorporation   of  the
                           Registrant  (incorporated  by  reference  to  Exhibit
                           4(a)(1)  to the  Registration  Statement  on Form S-3
                           (File No. 333-57083)).

            4(a)(2)    --  Certificate  of  Stock  Designation  relating  to the
                           Registrant's  Adjustable  Rate  Cumulative  Preferred
                           Stock, Series A (incorporated by reference to Exhibit
                           4(a)(6)  to the  Registration  Statement  on Form S-8
                           (File No. 33-49979)).

            4(a)(3)    --  Certificate of  Stock   Designation  relating  to the
                           Registrant's  Cumulative  Preferred  Stock,  Series E
                           (incorporated  by  reference  to  Exhibit  1.4 to the
                           Registration  Statement  on Form 8-A filed on January
                           14, 1998).

            4(a)(4)    --  Certificate  of  Stock  Designation  relating to  the
                           Registrant's  Cumulative  Preferred  Stock,  Series F
                           (incorporated  by  reference  to  Exhibit  1.4 to the
                           Registration Statement on Form 8-A filed on April 20,
                           1998).

            4(a)(5)    --  Certificate of  Stock  Designation  relating  to  the
                           Registrant's  Cumulative  Preferred  Stock,  Series G
                           (incorporated  by  reference  to  Exhibit  1.4 to the
                           Registration  Statement on Form 8-A filed on June 18,
                           1998).

            4(b)       --  Amended  and  Restated  By-laws  of  the   Registrant
                           (filed  as   Exhibit   (3)(b)  to  the   Registrant's
                           Quarterly  Report  on Form  10-Q  for  the  quarterly
                           period ended December 31, 1997).

            23(a)      --  Consent of Deloitte & Touche LLP.

            24         --  Power of attorney (included in the signature pages to
                           the Registration Statement).

    An opinion of counsel  (Exhibit 5) is not being  filed since the  securities
being registered are not original issuance securities.

ITEM 9.     UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

                                      II-2
(a) To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

            (i)   to include any  prospectus  required by Section  10(a)(3) of
    the Securities Act;

            (ii)  to reflect in the prospectus any facts or events arising after
    the  effective  date of this  Registration  Statement  (or the  most  recent
    post-effective  amendment thereto) which,  individually or in the aggregate,
    represent  a  fundamental  change  in the  information  set  forth  in  this
    Registration  Statement.  Notwithstanding  the  foregoing,  any  increase or
    decrease in the volume of  securities  offered (if the total dollar value of
    securities  offered  would not  exceed  that which was  registered)  and any
    deviation from the low or high end of the estimated  maximum  offering range
    may be  reflected in the form of  prospectus  filed with the SEC pursuant to
    Rule 424(b) if, in the aggregate,  the changes in volume and price represent
    no more than a 20 percent change in the maximum aggregate offering price set
    forth in the  "Calculation  of  Registration  Fee"  table  in the  effective
    Registration Statement;

            (iii) to include any material  information  with respect to the plan
    of distribution not previously  disclosed in this Registration  Statement or
    any material change to such information in this Registration Statement;

provided,  however,  that the  undertakings  set forth in paragraphs  (a)(i) and
(a)(ii)  do  not  apply  if  the  information  required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the SEC by the  registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

    (b) That, for the purpose of determining  any liability under the Securities
Act, each such post-effective  amendment will be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time will be deemed  to be the  initial  bona fide  offering
thereof.

    (c) To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    (d) That,  for purposes of  determining  any liability  under the Securities
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

    (e) Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant   pursuant  to  the  provisions  referred  to  in  Item  15  of  this
Registration  Statement,  or otherwise,  the registrant has been advised that in
the  opinion  of the SEC  such  indemnification  is  against  public  policy  as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the registrant
hereby certifies that it has reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on June 30, 1999.

                                           THE BEAR STEARNS COMPANIES INC.

                                          By:/S/ SAMUEL L. MOLINARO, JR.
                                             ------------------------------
                                                 SAMUEL L. MOLINARO, JR.
                                                 Senior Vice President-Finance
                                                 and Chief Financial Officer

   KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose  signature  appears
below  constitutes and appoints Alan C. Greenberg,  James E. Cayne and Samuel L.
Molinaro,  Jr.  and each of them,  his true  and  lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform such and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following  persons in the capacities  indicated
on June 30, 1999.

             SIGNATURE                                   TITLE
             ---------                                   -----

                         THE BEAR STEARNS COMPANIES INC.

        /S/ Alan C. Greenberg             Chairman of the Board and Director
-----------------------------------
          ALAN C. GREENBERG

         /S/ James E. Cayne               President, Chief Executive Officer
-----------------------------------          and Director (Principal
           JAMES E. CAYNE                    Executive Officer)

        /S/ Carl D. Glickman              Director
-----------------------------------
          CARL D. GLICKMAN

        /s/ Donald J. Harrington           Director
-------------------------------------
        DONALD J. HARRINGTON

         /S/ William L. Mack              Director
-----------------------------------
           WILLIAM L. MACK

                                      II-4
SIGNATURE                                   TITLE
             ---------                                   -----

        /S/ Frank T. Nickell              Director
-----------------------------------
          FRANK T. NICKELL

                                          Director
-----------------------------------
         FREDERIC V. SALERNO

          /S/ Vincent Tese                Director
-----------------------------------
            VINCENT TESE

           /S/ Fred Wilpon                Director
-----------------------------------
             FRED WILPON

     /S/ Samuel L. Molinaro, Jr.          Senior Vice President-Finance and
-----------------------------------          Chief Financial Officer
       SAMUEL L. MOLINARO, JR.               (Principal Financial Officer)

       /S/ Marshall J Levinson            Controller and Assistant Secretary
-----------------------------------          (Principal Accounting Officer)
         MARSHALL J LEVINSON

                                      II-5
EXHIBIT INDEX

Exhibit
Number             Description
--------           -----------

4(a)(1)       --   Restated  Certificate  of  Incorporation  of  the  Registrant
                   (incorporated   by  reference  to  Exhibit   4(a)(1)  to  the
                   Registration Statement on Form S-3 (File No. 333-57083)).

4(a)(2)       --   Certificate of Stock Designation relating to the Registrant's
                   Adjustable  Rate  Cumulative   Preferred   Stock,   Series  A
                   (incorporated   by  reference  to  Exhibit   4(a)(6)  to  the
                   Registration Statement on Form S-8 (File No. 33-49979)).

4(a)(3)       --   Certificate of Stock Designation relating to the Registrant's
                   Cumulative   Preferred  Stock,   Series  E  (incorporated  by
                   reference  to Exhibit 1.4 to the  Registration  Statement  on
                   Form 8-A filed on January 14, 1998).

4(a)(4)       --   Certificate of Stock Designation relating to the Registrant's
                   Cumulative   Preferred  Stock,   Series  F  (incorporated  by
                   reference  to Exhibit 1.4 to the  Registration  Statement  on
                   Form 8-A filed on April 20, 1998).

4(a)(5)       --   Certificate of Stock Designation relating to the Registrant's
                   Cumulative   Preferred  Stock,   Series  G  (incorporated  by
                   reference  to Exhibit 1.4 to the  Registration  Statement  on
                   Form 8-A filed on June 18, 1998).

4(b)          --   Amended  and  Restated  By-laws of the  Registrant  (filed as
                   Exhibit (3)(b) to the  Registrant's  Quarterly Report on Form
                   10-Q for the quarterly period ended December 31, 1997).

23(a)         --   Consent of Deloitte & Touche LLP.

24            --   Power of attorney  (included  in the  signature  pages to the
                   Registration Statement).