As filed with the Securities and Exchange Commission on June 29, 1998
                                                     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                (I.R.S. Employer Identification No.)
 of 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 PLAN)


                              WILLIAM J. MONTGORIS
                             CHIEF OPERATING OFFICER
                         THE BEAR STEARNS COMPANIES INC.
                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167
                                 (212) 272-2000
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                              DENNIS J. BLOCK, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                 Proposed Maximum       Proposed Maximum           Amount of
  Title of Each Class of Securities to       Amount to be       Offering Price Per     Aggregate Offering        Registration
              be Registered                Registered(1) (3)          Unit(2)               Price(2)               Fee(2)(3)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>                     <C>                     <C>
Common Stock, par value $1.00 per
share....................................       13,423               $54.46875              $731,135                $216
===================================================================================================================================
</TABLE>

(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 23, 1998.
(3)      Represents the registration of additional shares of Common Stock. An
         aggregate of 2,984,898 shares was previously registered on Form S-8
         (Registration No. 333-57661) on June 25, 1998. A filing fee of $47,963
         associated with such 2,984,898 shares was paid with the prior
         registration statement.

Pursuant to Rule 429 under the Securities Act of 1933, the Reoffer Prospectus
included in this Registration Statement is a combined prospectus and relates to
this Registration Statement and Registration Statement No. 333-57661 previously
filed by the Registrant on Form S-8 on June 25, 1998.


<PAGE>


                                Explanatory Note
                                ----------------

         The contents of an earlier Registration Statement on Form S-8 in
respect of 2,984,898 shares of Common Stock, as filed with the Securities and
Exchange Commission on June 25, 1998 (No. 333-57661), are hereby incorporated by
reference as permitted by General Instruction E of Form S-8.

         This Registration Statement is being filed solely for purposes of
registering the Shares for resale by the Selling Shareholders. 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 Shareholders.


<PAGE>


REOFFER PROSPECTUS


                         THE BEAR STEARNS COMPANIES INC.

                    COMMON STOCK (PAR VALUE $1.00 PER SHARE)

     2,998,321 SHARES OF COMMON STOCK UNDER THE BEAR STEARNS COMPANIES INC.
             CAPITAL ACCUMULATION PLAN FOR SENIOR MANAGING DIRECTORS


         This Prospectus is being used in connection with the offering from time
to time by certain employees (the "Selling Shareholders") of The Bear Stearns
Companies Inc., a Delaware corporation (the "Company"), and/or its subsidiaries,
of up to 2,998,321 shares (the "Shares") of common stock, par value $1.00 per
share, of the Company (the "Common Stock"), which have been acquired by them
pursuant to the Company's Capital Accumulation Plan for Senior Managing
Directors (the "Plan"). Unless the context indicates or requires otherwise,
references in this Prospectus to the "Company" are to The Bear Stearns Companies
Inc. and its subsidiaries.

         The Shares are being sold by the Selling Shareholders acting as
principals for their own account. The Company will not be entitled to any of the
proceeds from such sales.

         The Selling Shareholders may sell the Shares from time to time in one
or more transactions (which may involve one or more block transactions) on the
New York Stock Exchange (the "NYSE"), in sales occurring in the public market
off such exchange, in privately negotiated transactions, or in a combination of
such transactions; each sale may be made either at market prices prevailing at
the time of such sale or at negotiated prices; some or all of the Shares may be
sold through brokers acting on behalf of the Selling Shareholders or to dealers
for resale by such dealers; and in connection with such sales, such brokers or
dealers may receive compensation in the form of discounts, fees or commissions
from the Selling Shareholders and/or the purchasers of such shares for whom they
may act as broker or agent (which discounts, fees or commissions are not
anticipated to exceed those customary in the types of transactions involved).
However, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act of 1933, as amended (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 individual Selling Shareholders will be borne by each such
Selling Shareholder.

         The Selling Shareholders and any dealer acting in connection with the
offering of any of the Shares or any broker executing selling orders on behalf
of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of any or
all of the Shares by them and any discounts or concessions received by any such
brokers or dealers may be deemed to be underwriting discounts and commissions
under the Securities Act.

         Bear, Stearns & Co. Inc. ("Bear Stearns") and/or Bear, Stearns 
Securities Corp. ("BSSC"), subsidiaries of the Company, may act as a broker on
behalf of one or more of the Selling Shareholders in connection with this
offering and may receive fees or commissions in connection therewith (which fees
or commissions are not expected to exceed those customary in the types of
transactions involved). See "Plan of Distribution."

         The Common Stock is traded on the NYSE. On June 26, 1998, the closing
price of the Common Stock as reported on the NYSE Composite Tape was $58-9/16
per share.

<PAGE>

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

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRO-
              SPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             ----------------------
                                  JUNE 29, 1998

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

                                        2
<PAGE>


         NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.

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


                                TABLE OF CONTENTS
                                                                          PAGE
                                                                          ----

Available Information........................................................3
Incorporation of Certain Documents by Reference..............................4
The Company..................................................................5
Selling Shareholders.........................................................5
Plan of Distribution.........................................................9
Experts......................................................................9



                              AVAILABLE INFORMATION

       The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at
its Regional Offices located at the Citicorp Center, 5000 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York 10048, and copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such information may also be
accessed electronically by means of the Commission's home page on the Internet
at http://www.sec.gov. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

       This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Commission under the Securities Act. This Prospectus omits
certain of the information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is hereby made to
the Registration Statement and related exhibits for further information with
respect to the Company and the Shares. Statements contained herein concerning
the provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.


                                        3
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed by the Company with the Commission 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, 1997 (the "1997 Form
10-K"), (ii) the Quarterly Reports on Form 10-Q for the quarters ended September
26, 1997, December 31, 1997 and March 27, 1998 and (iii) the Current Reports on
Form 8-K dated July 29, 1997, August 13, 1997, October 14, 1997, October 28,
1997, January 14, 1998, January 15, 1998, January 21, 1998, January 30, 1998,
April 1, 1998, April 1, 1998 (Form 8-K/A), April 6, 1998, April 15, 1998, June
10, 1998, and June 19, 1998. The description of the Common Stock, which is
registered under Section 12 of the Exchange Act, is set forth under the caption
"Description of Capital Stock" contained in the Company's Registration Statement
on Form 10, dated September 19, 1985, and is also hereby incorporated herein by
reference. 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 Prospectus and
prior to the termination of the offering of the Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents.

       Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

       The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, 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). Requests for such copies should be
directed to Corporate Communications Department, The Bear Stearns Companies
Inc., 245 Park Avenue, New York, New York 10167; telephone number (212)
272-2000.


                                        4
<PAGE>

                                   THE COMPANY

       The Company is a holding company that, through its principal
subsidiaries, Bear, Stearns & Co. Inc. ("Bear Stearns") and Bear, Stearns
Securities Corp. ("BSSC"), is a leading United States investment banking,
securities trading and brokerage firm serving corporations, governments,
institutional and individual investors worldwide. The business of the Company
includes: market-making and trading in corporate, United States Government,
government-agency, mortgage-related, asset-backed and municipal securities;
trading in options, futures, foreign currencies, interest-rate swaps and other
derivative products; securities and commodities arbitrage; securities, options
and commodities brokerage; underwriting and distributing securities; providing
securities clearance services; financing customer activities; securities
lending; arranging for the private placement of securities; assisting in
mergers, acquisitions, restructurings and leveraged transactions; providing
other financial advisory services; making principal investments in leveraged
acquisitions; acting as specialist on the floor of the New York Stock Exchange
("NYSE"); providing fiduciary and other services, such as real estate brokerage,
investment management and investment advisory; and securities research.

       The Company's business is conducted from its principal offices in New
York City; from domestic regional offices in Atlanta, Boston, Chicago, Dallas,
Los Angeles and San Francisco; from representative offices in Beijing, Geneva,
Hong Kong, Lugano and Shanghai; through international subsidiaries in Buenos
Aires, Dublin, Hong Kong, London, Paris, Sao Paulo, Singapore and Tokyo; and
through joint ventures with other firms in Belgium, Madrid, Paris 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.

       Bear Stearns and BSSC are broker-dealers registered with the Commission.
They also are members of the NYSE, all other principal United States securities
and commodities exchanges, the National Association of Securities Dealers, Inc.
(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.

       The Company is incorporated in Delaware. The principal executive office
of the Company is located at 245 Park Avenue, New York, New York 10167; its
telephone number is (212) 272-2000.


                              SELLING SHAREHOLDERS

       This Prospectus relates to shares of Common Stock that have been acquired
under the Plan by the Selling Shareholders. The address of each Selling
Shareholder is c/o The Bear Stearns Companies Inc., 245 Park Avenue, New York,
New York 10167.

       The Selling Shareholders are employees of the Company and are Senior
Managing Directors of Bear Stearns. The following table sets forth the name and
principal position or positions over the past three years with the Company of
each Selling Shareholder (other than such Selling Shareholder's current position
as a Senior Managing Director of Bear Stearns) and (a) the number of shares of
Common Stock each Selling Shareholder beneficially owned as of June 5, 1998; (b)
the number of shares of Common Stock acquired by each Selling Shareholder
pursuant to the Plan and being registered hereby, some or all of which shares
may be sold pursuant to this Prospectus; and (c) 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 Shareholder following this
offering, assuming the sale pursuant to this offering of all Shares acquired by
such Selling Shareholder pursuant to the Plan and registered hereby. There is no
assurance that any of the Selling Shareholders will sell any or all of the
Shares offered by them hereunder.

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



                                        5
<PAGE>
<TABLE>
<CAPTION>

           Selling Shareholders                        Shares            Shares Covered               Shares Beneficially
              and Principal                         Beneficially             by This               Owned After This Offering
        Positions with the Company                Owned (1)(2)(3)          Prospectus                    Number Percent
        --------------------------                ---------------         ------------                   --------------
<S>                                                    <C>                 <C>                          <C>         <C>
         Stephen M. Ackerman                                19,676              19,676                       0           0
         Edward Almeida                                     15,831               7,053                   8,778           *
         Elliot Baim                                        14,267              14,188                      79           *
         J. Bradford Barnes                                 16,914              16,914                       0           0
         Jeffrey C. Bernstein                               10,516               8,567                   1,949           *
         Denis A. Bovin (a)                                 92,891              92,891                       0           0
         Damion Carufe                                      17,883              17,159                     724           *
         Daniel A. Celentano                                39,302              16,378                  22,924           *
         Pasquale Cestaro, III                              14,117               8,189                   5,928           *
         Peter D. Cherasia (a)                              46,515              45,963                     552           *
         John J. Chimento                                   25,239              24,088                   1,151           *
         Marshall W. Coburn                                102,982             102,982                       0           0
         Michael Cohen                                       9,284               9,284                       0           0
         David Connelly                                     14,841              14,841                       0           0
         Kathleen A. Costine                                 7,719               7,719                       0           0
         Daniel R. Delahanty                                44,259              15,207                  29,052           *
         Yan Erlikh                                        103,298             102,982                     316           *
         Howel T. Evans                                     10,865              10,202                     663           *
         Marc H. Feuer                                       5,767               5,767                       0           0
         Michael B. Frankel                                 20,845              11,756                   9,089           *
         Paul M. Friedman                                   23,281              17,135                   6,146           *
         Barry A. Ganz                                      27,372              27,372                       0           0
         Bruce E. Geismar (a) (4)                          133,739              39,497                  94,242           *
         David H. Glaser                                    58,894              44,129                  14,765           *
         Ronald M. Hersch                                    8,794               8,794                       0           0
         Patricia A. Jehle                                  14,864              14,864                       0           0
         William Jennings, Jr.                             322,595              22,433                 300,162           *
         Brian C. Jerome                                    10,288              10,250                      38           *
         Daniel Keating (a) (5)                            187,528              31,354                 156,174           *
         Frederick N. Khedouri                              23,223              22,145                   1,078           *
         Hans Rudolf Kunz                                   13,423              13,423                       0           0
         Curtis S. Lane                                     87,936              87,936                       0           0
         Andrew F. Lawrence (6)                            170,065               9,990                 160,075           *
         Marshall J. Levinson                                8,979               8,053                     926           *
         Bruce M. Lisman (a)                               236,092              62,708                 173,384           *
         Anthony J. Magro                                   15,621              15,621                       0           0
         Thomas Marano                                     125,734             123,165                   2,569           *
         William D. McLaughlin                             149,254              22,675                 126,579           *
         Richard L. Metrick                                 48,181              46,924                   1,257           *
         Michael Minikes (a) (7)                           587,601             208,942                 378,659           *
          Treasurer
         Dominick J. Mondi                                  30,617              30,617                       0           0

</TABLE>

                                        6
<PAGE>

<TABLE>
<CAPTION>

           Selling Shareholders                        Shares            Shares Covered               Shares Beneficially
              and Principal                         Beneficially             by This               Owned After This Offering
        Positions with the Company                Owned (1)(2)(3)          Prospectus                    Number Percent
        --------------------------                ---------------         ------------                   --------------

<S>                                                   <C>                  <C>                    <C>                
         William J. Montgoris (a)                          275,412              83,253                 192,159           *
          Chief Operating Officer
         Donald R. Mullen, Jr.                             162,918             162,918                       0           0
         Steven B. Nakovich, Jr.                            10,862              10,323                     539           *
         Salvatore Naro                                      9,067               9,067                       0           0
         Craig M. Overlander                                68,159              67,511                     648           *
         Arthur J. Pacheco                                  20,495              20,435                      60           *
         Aldo Parcesepe                                    124,690              44,139                  80,551           *
         Terese D. Payne                                    93,488              39,405                  54,083           *
          (Leave of Absence)
         Edward Raice                                       49,598              46,561                   3,037           *
         Joseph P. Riccardo                                 45,816              22,705                  23,111           *
         E. John Rosenwald (a) (8)                         276,948               6,025                 270,923           *
         Lewis A. Sachs (a)                                304,412             304,292                     120           *
         Michael D. Sargent                                 77,146              15,448                  61,698           *
         David M. Schoenthal                                20,109              20,061                      48           *
         Clark Schubach                                     36,303              11,319                  24,984           *
         Theodore M. Serure                                 16,081              15,950                     131           *
         Douglas A. Sharon                                  53,031              53,031                       0           0
         David M. Solomon (a)                               74,663              74,663                       0           0
         Warren Spector (a) (9)                            287,955             138,121                 149,834           *
          Executive Vice President
         George Spehar                                      22,492              22,433                      59           *
         Robert M. Steinberg (a) (10)                    1,289,782              87,845               1,201,937         1.06%
         Phillip Stern                                       8,809               8,809                       0           0
         Michael L. Tarnopol (a)                           755,594             295,594                 460,000           *
         Michael Winchell                                   19,690              18,580                   1,110           *


</TABLE>


                                        7


<PAGE>


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

* 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 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 11,147,529 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 924 shares of Common Stock owned by a child of Mr.
         Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.

5.       Includes 1,962 shares of Common Stock held by Mr. Keating as custodian
         for his children.

6.       Mr. Lawrence also has a short position of 52,575 shares of Common
         Stock.

7.       Does not include 1,616 shares of Common Stock owned by Mr. Minikes'
         wife, as to which shares Mr. Minikes disclaims beneficial ownership.
         Mr. Minikes also has a short position of 120,000 shares of Common
         Stock.

8.       Does not include 968 shares of Common Stock owned by Mr. Rosenwald's
         wife and 316 shares of Common Stock owned by a child, as to which
         shares Mr. Rosenwald disclaims beneficial ownership.

9.       Does not include 551 shares of Common Stock owned by Mr. Spector's
         wife, as to which shares Mr. Spector disclaims beneficial ownership.

10.      Does not include 65,394 shares of Common Stock held by a trust
         established for Mr. Steinberg's children with respect to which Mr.
         Steinberg's wife acts as trustee and as to which shares Mr. Steinberg
         disclaims beneficial ownership. Includes 10 shares of Common Stock
         owned by a child of Mr. Steinberg. Mr. Steinberg also has a short
         position of 87,500 shares of Common Stock.



                                        8
<PAGE>

                              PLAN OF DISTRIBUTION

       The Shares are being sold by the Selling Shareholders acting as
principals for their own account. The Company will not be entitled to any
proceeds from the sale of any Shares sold by the Selling Shareholders as part of
this offering.

       The Selling Shareholders may sell the Shares from time to time in one or
more transactions (which may involve one or more block transactions) on the
NYSE, in sales occurring in the public market off such exchange, in privately
negotiated transactions, or in a combination of such transactions; each sale may
be made either at market prices prevailing at the time of such sale or at
negotiated prices; some or all of the Shares may be sold through brokers acting
on behalf of the Selling Shareholders or to dealers for resale by such dealers;
and in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts, fees or commissions from the Selling
Shareholders and/or the purchasers of such shares for whom they may act as
broker or agent (which discounts, fees or commissions are not anticipated to
exceed those customary in the types of transactions involved). However, any
securities covered by this Prospectus which 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 individual Selling Shareholders will be borne by each such
Selling Shareholder.

       The Selling Shareholders and any dealer acting in connection with the
offering or any broker executing selling orders on behalf of the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or concessions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.

       Any broker or dealer participating in any distribution of Shares in
connection with this offering may be deemed to be an "underwriter" within the
meaning of the Securities Act and may be required to deliver a copy of this
Prospectus, including a Prospectus Supplement, to any person who purchases any
of the Shares from or through such broker or dealer.

       Bear Stearns may act as a broker on behalf of one or more of the Selling
Shareholders in connection with the offering of the Shares and may receive fees
or commissions in connection therewith (which fees or commissions are not
expected to exceed those customary in the types of transactions involved). Bear
Stearns is a member firm of the NASD and its 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 1997
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.


                                        9
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.


        4(a)(1)    --      Restated Certificate of Incorporation of the
                           Registrant (incorporated by reference to Exhibit 4(a)
                           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 B
                           (incorporated by reference to Exhibit 4(a)(12) to the
                           Registration Statement on Form S-8 (File No.
                           33-49979)).

         4(a)(4)    --     Certificate of Stock Designation relating to the
                           Registrant's Cumulative Preferred Stock, Series C
                           (incorporated by reference to Exhibit 4(a)(13) to the
                           Registration Statement on Form S-8 (File No.
                           33-49979)).

         4(a)(5)    --     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)(6)    --     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)(7)    --     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         --     Consent of Deloitte & Touche LLP.

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



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




                                      II-1
<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 the 29th day of
June, 1998.


                                         THE BEAR STEARNS COMPANIES INC.


                                           By:      /s/ William J. Montgoris
                                                    ----------------------------
                                                        William J. Montgoris
                                                        Chief Operating Officer


                  We, the undersigned officers and directors of The Bear Stearns
Companies Inc., hereby severally constitute Alan C. Greenberg, James E. Cayne
and William J. Montgoris, and any of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our name
in the capacities indicated below, any and all amendments to this registration
statement on Form S-8 filed by The Bear Stearns Companies Inc. with the
Securities and Exchange Commission, and generally to do all such things in our
name and behalf in such capacities to enable The Bear Stearns Companies Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or any of
them, to any and all such amendments.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>


SIGNATURE                                                  TITLE                             DATE
---------                                                  -----                             ----

<S>                                            <C>                                    <C>                 
/s/ Alan C. Greenberg                             Chairman of the Board and Director     June 29, 1998
-------------------------------------
Alan C. Greenberg


/s/ James E. Cayne                                President and Chief                    June 29, 1998
--------------------------------------
James E. Cayne                                    Executive Officer (Principal Executive
                                                  Officer); Director


/s/ Carl D. Glickman                              Director                               June 29, 1998
--------------------------------------
Carl D. Glickman


--------------------------------------            Director
Donald J. Harrington




                                      II-2
<PAGE>


--------------------------------------            Director
William L. Mack


/s/ Frank T. Nickell                              Director                                June 29, 1998
---------------------------------------
Frank T. Nickell


--------------------------------------            Director
Frederic V. Salerno


/s/ Vincent Tese                                  Director                                June 29, 1998
--------------------------------------
Vincent Tese


--------------------------------------           Director
Fred Wilpon


/s/ Samuel L. Molinaro Jr.                        Senior Vice President-                  June 29, 1998
--------------------------------------
Samuel L. Molinaro Jr.                            Finance and
                                                  Chief Financial Officer
                                                  (Principal Accounting
                                                  Officer and Principal
                                                  Financial Officer)
</TABLE>


                                      II-3


NYFS04...:\25\22625\0110\1324\FRM6298L.33A

<PAGE>

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

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

         4(a)(1)    --     Restated Certificate of Incorporation of the
                           Registrant (incorporated by reference to Exhibit 4(a)
                           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 B
                           (incorporated by reference to Exhibit 4(a)(12) to the
                           Registration Statement on Form S-8 (File No.
                           33-49979)).

         4(a)(4)    --     Certificate of Stock Designation relating to the
                           Registrant's Cumulative Preferred Stock, Series C
                           (incorporated by reference to Exhibit 4(a)(13) to the
                           Registration Statement on Form S-8 (File No.
                           33-49979)).

         4(a)(5)    --     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)(6)    --     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)(7)    --     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         --     Consent of Deloitte & Touche LLP.

         24         --     Power of attorney (included in the signature pages
                           to the Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "THE BEAR STEARNS COMPANIES INC.", "secsgml_size_bytes": 46604}]
{"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": "333-58007", "film-number": "98656791"}, "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 29, 1998
                                                     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                (I.R.S. Employer Identification No.)
 of 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 PLAN)

                              WILLIAM J. MONTGORIS
                             CHIEF OPERATING OFFICER
                         THE BEAR STEARNS COMPANIES INC.
                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167
                                 (212) 272-2000
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                              DENNIS J. BLOCK, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                 Proposed Maximum       Proposed Maximum           Amount of
  Title of Each Class of Securities to       Amount to be       Offering Price Per     Aggregate Offering        Registration
              be Registered                Registered(1) (3)          Unit(2)               Price(2)               Fee(2)(3)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per
share....................................       13,423               $54.46875              $731,135                $216
===================================================================================================================================
(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 23, 1998.
(3)      Represents the registration of additional shares of Common Stock. An
         aggregate of 2,984,898 shares was previously registered on Form S-8
         (Registration No. 333-57661) on June 25, 1998. A filing fee of $47,963
         associated with such 2,984,898 shares was paid with the prior
         registration statement.

Pursuant to Rule 429 under the Securities Act of 1933, the Reoffer Prospectus
included in this Registration Statement is a combined prospectus and relates to
this Registration Statement and Registration Statement No. 333-57661 previously
filed by the Registrant on Form S-8 on June 25, 1998.
Explanatory Note
                                ----------------

         The contents of an earlier Registration Statement on Form S-8 in
respect of 2,984,898 shares of Common Stock, as filed with the Securities and
Exchange Commission on June 25, 1998 (No. 333-57661), are hereby incorporated by
reference as permitted by General Instruction E of Form S-8.

         This Registration Statement is being filed solely for purposes of
registering the Shares for resale by the Selling Shareholders. 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 Shareholders.
REOFFER PROSPECTUS

                         THE BEAR STEARNS COMPANIES INC.

                    COMMON STOCK (PAR VALUE $1.00 PER SHARE)

     2,998,321 SHARES OF COMMON STOCK UNDER THE BEAR STEARNS COMPANIES INC.
             CAPITAL ACCUMULATION PLAN FOR SENIOR MANAGING DIRECTORS

         This Prospectus is being used in connection with the offering from time
to time by certain employees (the "Selling Shareholders") of The Bear Stearns
Companies Inc., a Delaware corporation (the "Company"), and/or its subsidiaries,
of up to 2,998,321 shares (the "Shares") of common stock, par value $1.00 per
share, of the Company (the "Common Stock"), which have been acquired by them
pursuant to the Company's Capital Accumulation Plan for Senior Managing
Directors (the "Plan"). Unless the context indicates or requires otherwise,
references in this Prospectus to the "Company" are to The Bear Stearns Companies
Inc. and its subsidiaries.

         The Shares are being sold by the Selling Shareholders acting as
principals for their own account. The Company will not be entitled to any of the
proceeds from such sales.

         The Selling Shareholders may sell the Shares from time to time in one
or more transactions (which may involve one or more block transactions) on the
New York Stock Exchange (the "NYSE"), in sales occurring in the public market
off such exchange, in privately negotiated transactions, or in a combination of
such transactions; each sale may be made either at market prices prevailing at
the time of such sale or at negotiated prices; some or all of the Shares may be
sold through brokers acting on behalf of the Selling Shareholders or to dealers
for resale by such dealers; and in connection with such sales, such brokers or
dealers may receive compensation in the form of discounts, fees or commissions
from the Selling Shareholders and/or the purchasers of such shares for whom they
may act as broker or agent (which discounts, fees or commissions are not
anticipated to exceed those customary in the types of transactions involved).
However, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act of 1933, as amended (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 individual Selling Shareholders will be borne by each such
Selling Shareholder.

         The Selling Shareholders and any dealer acting in connection with the
offering of any of the Shares or any broker executing selling orders on behalf
of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of any or
all of the Shares by them and any discounts or concessions received by any such
brokers or dealers may be deemed to be underwriting discounts and commissions
under the Securities Act.

         Bear, Stearns & Co. Inc. ("Bear Stearns") and/or Bear, Stearns 
Securities Corp. ("BSSC"), subsidiaries of the Company, may act as a broker on
behalf of one or more of the Selling Shareholders in connection with this
offering and may receive fees or commissions in connection therewith (which fees
or commissions are not expected to exceed those customary in the types of
transactions involved). See "Plan of Distribution."

         The Common Stock is traded on the NYSE. On June 26, 1998, the closing
price of the Common Stock as reported on the NYSE Composite Tape was $58-9/16
per share.
----------------------------------

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRO-
              SPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             ----------------------
                                  JUNE 29, 1998

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

                                        2
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.

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

                                TABLE OF CONTENTS
                                                                          PAGE
                                                                          ----

Available Information........................................................3
Incorporation of Certain Documents by Reference..............................4
The Company..................................................................5
Selling Shareholders.........................................................5
Plan of Distribution.........................................................9
Experts......................................................................9

                              AVAILABLE INFORMATION

       The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at
its Regional Offices located at the Citicorp Center, 5000 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York 10048, and copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such information may also be
accessed electronically by means of the Commission's home page on the Internet
at http://www.sec.gov. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

       This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Commission under the Securities Act. This Prospectus omits
certain of the information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is hereby made to
the Registration Statement and related exhibits for further information with
respect to the Company and the Shares. Statements contained herein concerning
the provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.

                                        3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed by the Company with the Commission 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, 1997 (the "1997 Form
10-K"), (ii) the Quarterly Reports on Form 10-Q for the quarters ended September
26, 1997, December 31, 1997 and March 27, 1998 and (iii) the Current Reports on
Form 8-K dated July 29, 1997, August 13, 1997, October 14, 1997, October 28,
1997, January 14, 1998, January 15, 1998, January 21, 1998, January 30, 1998,
April 1, 1998, April 1, 1998 (Form 8-K/A), April 6, 1998, April 15, 1998, June
10, 1998, and June 19, 1998. The description of the Common Stock, which is
registered under Section 12 of the Exchange Act, is set forth under the caption
"Description of Capital Stock" contained in the Company's Registration Statement
on Form 10, dated September 19, 1985, and is also hereby incorporated herein by
reference. 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 Prospectus and
prior to the termination of the offering of the Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents.

       Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

       The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, 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). Requests for such copies should be
directed to Corporate Communications Department, The Bear Stearns Companies
Inc., 245 Park Avenue, New York, New York 10167; telephone number (212)
272-2000.

                                        4
THE COMPANY

       The Company is a holding company that, through its principal
subsidiaries, Bear, Stearns & Co. Inc. ("Bear Stearns") and Bear, Stearns
Securities Corp. ("BSSC"), is a leading United States investment banking,
securities trading and brokerage firm serving corporations, governments,
institutional and individual investors worldwide. The business of the Company
includes: market-making and trading in corporate, United States Government,
government-agency, mortgage-related, asset-backed and municipal securities;
trading in options, futures, foreign currencies, interest-rate swaps and other
derivative products; securities and commodities arbitrage; securities, options
and commodities brokerage; underwriting and distributing securities; providing
securities clearance services; financing customer activities; securities
lending; arranging for the private placement of securities; assisting in
mergers, acquisitions, restructurings and leveraged transactions; providing
other financial advisory services; making principal investments in leveraged
acquisitions; acting as specialist on the floor of the New York Stock Exchange
("NYSE"); providing fiduciary and other services, such as real estate brokerage,
investment management and investment advisory; and securities research.

       The Company's business is conducted from its principal offices in New
York City; from domestic regional offices in Atlanta, Boston, Chicago, Dallas,
Los Angeles and San Francisco; from representative offices in Beijing, Geneva,
Hong Kong, Lugano and Shanghai; through international subsidiaries in Buenos
Aires, Dublin, Hong Kong, London, Paris, Sao Paulo, Singapore and Tokyo; and
through joint ventures with other firms in Belgium, Madrid, Paris 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.

       Bear Stearns and BSSC are broker-dealers registered with the Commission.
They also are members of the NYSE, all other principal United States securities
and commodities exchanges, the National Association of Securities Dealers, Inc.
(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.

       The Company is incorporated in Delaware. The principal executive office
of the Company is located at 245 Park Avenue, New York, New York 10167; its
telephone number is (212) 272-2000.

                              SELLING SHAREHOLDERS

       This Prospectus relates to shares of Common Stock that have been acquired
under the Plan by the Selling Shareholders. The address of each Selling
Shareholder is c/o The Bear Stearns Companies Inc., 245 Park Avenue, New York,
New York 10167.

       The Selling Shareholders are employees of the Company and are Senior
Managing Directors of Bear Stearns. The following table sets forth the name and
principal position or positions over the past three years with the Company of
each Selling Shareholder (other than such Selling Shareholder's current position
as a Senior Managing Director of Bear Stearns) and (a) the number of shares of
Common Stock each Selling Shareholder beneficially owned as of June 5, 1998; (b)
the number of shares of Common Stock acquired by each Selling Shareholder
pursuant to the Plan and being registered hereby, some or all of which shares
may be sold pursuant to this Prospectus; and (c) 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 Shareholder following this
offering, assuming the sale pursuant to this offering of all Shares acquired by
such Selling Shareholder pursuant to the Plan and registered hereby. There is no
assurance that any of the Selling Shareholders will sell any or all of the
Shares offered by them hereunder.

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

                                        5
Selling Shareholders                        Shares            Shares Covered               Shares Beneficially
              and Principal                         Beneficially             by This               Owned After This Offering
        Positions with the Company                Owned (1)(2)(3)          Prospectus                    Number Percent
        --------------------------                ---------------         ------------                   --------------
Stephen M. Ackerman                                19,676              19,676                       0           0
         Edward Almeida                                     15,831               7,053                   8,778           *
         Elliot Baim                                        14,267              14,188                      79           *
         J. Bradford Barnes                                 16,914              16,914                       0           0
         Jeffrey C. Bernstein                               10,516               8,567                   1,949           *
         Denis A. Bovin (a)                                 92,891              92,891                       0           0
         Damion Carufe                                      17,883              17,159                     724           *
         Daniel A. Celentano                                39,302              16,378                  22,924           *
         Pasquale Cestaro, III                              14,117               8,189                   5,928           *
         Peter D. Cherasia (a)                              46,515              45,963                     552           *
         John J. Chimento                                   25,239              24,088                   1,151           *
         Marshall W. Coburn                                102,982             102,982                       0           0
         Michael Cohen                                       9,284               9,284                       0           0
         David Connelly                                     14,841              14,841                       0           0
         Kathleen A. Costine                                 7,719               7,719                       0           0
         Daniel R. Delahanty                                44,259              15,207                  29,052           *
         Yan Erlikh                                        103,298             102,982                     316           *
         Howel T. Evans                                     10,865              10,202                     663           *
         Marc H. Feuer                                       5,767               5,767                       0           0
         Michael B. Frankel                                 20,845              11,756                   9,089           *
         Paul M. Friedman                                   23,281              17,135                   6,146           *
         Barry A. Ganz                                      27,372              27,372                       0           0
         Bruce E. Geismar (a) (4)                          133,739              39,497                  94,242           *
         David H. Glaser                                    58,894              44,129                  14,765           *
         Ronald M. Hersch                                    8,794               8,794                       0           0
         Patricia A. Jehle                                  14,864              14,864                       0           0
         William Jennings, Jr.                             322,595              22,433                 300,162           *
         Brian C. Jerome                                    10,288              10,250                      38           *
         Daniel Keating (a) (5)                            187,528              31,354                 156,174           *
         Frederick N. Khedouri                              23,223              22,145                   1,078           *
         Hans Rudolf Kunz                                   13,423              13,423                       0           0
         Curtis S. Lane                                     87,936              87,936                       0           0
         Andrew F. Lawrence (6)                            170,065               9,990                 160,075           *
         Marshall J. Levinson                                8,979               8,053                     926           *
         Bruce M. Lisman (a)                               236,092              62,708                 173,384           *
         Anthony J. Magro                                   15,621              15,621                       0           0
         Thomas Marano                                     125,734             123,165                   2,569           *
         William D. McLaughlin                             149,254              22,675                 126,579           *
         Richard L. Metrick                                 48,181              46,924                   1,257           *
         Michael Minikes (a) (7)                           587,601             208,942                 378,659           *
          Treasurer
         Dominick J. Mondi                                  30,617              30,617                       0           0
6
Selling Shareholders                        Shares            Shares Covered               Shares Beneficially
              and Principal                         Beneficially             by This               Owned After This Offering
        Positions with the Company                Owned (1)(2)(3)          Prospectus                    Number Percent
        --------------------------                ---------------         ------------                   --------------
William J. Montgoris (a)                          275,412              83,253                 192,159           *
          Chief Operating Officer
         Donald R. Mullen, Jr.                             162,918             162,918                       0           0
         Steven B. Nakovich, Jr.                            10,862              10,323                     539           *
         Salvatore Naro                                      9,067               9,067                       0           0
         Craig M. Overlander                                68,159              67,511                     648           *
         Arthur J. Pacheco                                  20,495              20,435                      60           *
         Aldo Parcesepe                                    124,690              44,139                  80,551           *
         Terese D. Payne                                    93,488              39,405                  54,083           *
          (Leave of Absence)
         Edward Raice                                       49,598              46,561                   3,037           *
         Joseph P. Riccardo                                 45,816              22,705                  23,111           *
         E. John Rosenwald (a) (8)                         276,948               6,025                 270,923           *
         Lewis A. Sachs (a)                                304,412             304,292                     120           *
         Michael D. Sargent                                 77,146              15,448                  61,698           *
         David M. Schoenthal                                20,109              20,061                      48           *
         Clark Schubach                                     36,303              11,319                  24,984           *
         Theodore M. Serure                                 16,081              15,950                     131           *
         Douglas A. Sharon                                  53,031              53,031                       0           0
         David M. Solomon (a)                               74,663              74,663                       0           0
         Warren Spector (a) (9)                            287,955             138,121                 149,834           *
          Executive Vice President
         George Spehar                                      22,492              22,433                      59           *
         Robert M. Steinberg (a) (10)                    1,289,782              87,845               1,201,937         1.06%
         Phillip Stern                                       8,809               8,809                       0           0
         Michael L. Tarnopol (a)                           755,594             295,594                 460,000           *
         Michael Winchell                                   19,690              18,580                   1,110           *
7
----------------------

* 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 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 11,147,529 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 924 shares of Common Stock owned by a child of Mr.
         Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.

5.       Includes 1,962 shares of Common Stock held by Mr. Keating as custodian
         for his children.

6.       Mr. Lawrence also has a short position of 52,575 shares of Common
         Stock.

7.       Does not include 1,616 shares of Common Stock owned by Mr. Minikes'
         wife, as to which shares Mr. Minikes disclaims beneficial ownership.
         Mr. Minikes also has a short position of 120,000 shares of Common
         Stock.

8.       Does not include 968 shares of Common Stock owned by Mr. Rosenwald's
         wife and 316 shares of Common Stock owned by a child, as to which
         shares Mr. Rosenwald disclaims beneficial ownership.

9.       Does not include 551 shares of Common Stock owned by Mr. Spector's
         wife, as to which shares Mr. Spector disclaims beneficial ownership.

10.      Does not include 65,394 shares of Common Stock held by a trust
         established for Mr. Steinberg's children with respect to which Mr.
         Steinberg's wife acts as trustee and as to which shares Mr. Steinberg
         disclaims beneficial ownership. Includes 10 shares of Common Stock
         owned by a child of Mr. Steinberg. Mr. Steinberg also has a short
         position of 87,500 shares of Common Stock.

                                        8
PLAN OF DISTRIBUTION

       The Shares are being sold by the Selling Shareholders acting as
principals for their own account. The Company will not be entitled to any
proceeds from the sale of any Shares sold by the Selling Shareholders as part of
this offering.

       The Selling Shareholders may sell the Shares from time to time in one or
more transactions (which may involve one or more block transactions) on the
NYSE, in sales occurring in the public market off such exchange, in privately
negotiated transactions, or in a combination of such transactions; each sale may
be made either at market prices prevailing at the time of such sale or at
negotiated prices; some or all of the Shares may be sold through brokers acting
on behalf of the Selling Shareholders or to dealers for resale by such dealers;
and in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts, fees or commissions from the Selling
Shareholders and/or the purchasers of such shares for whom they may act as
broker or agent (which discounts, fees or commissions are not anticipated to
exceed those customary in the types of transactions involved). However, any
securities covered by this Prospectus which 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 individual Selling Shareholders will be borne by each such
Selling Shareholder.

       The Selling Shareholders and any dealer acting in connection with the
offering or any broker executing selling orders on behalf of the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or concessions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.

       Any broker or dealer participating in any distribution of Shares in
connection with this offering may be deemed to be an "underwriter" within the
meaning of the Securities Act and may be required to deliver a copy of this
Prospectus, including a Prospectus Supplement, to any person who purchases any
of the Shares from or through such broker or dealer.

       Bear Stearns may act as a broker on behalf of one or more of the Selling
Shareholders in connection with the offering of the Shares and may receive fees
or commissions in connection therewith (which fees or commissions are not
expected to exceed those customary in the types of transactions involved). Bear
Stearns is a member firm of the NASD and its 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 1997
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.

                                        9
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

        4(a)(1)    --      Restated Certificate of Incorporation of the
                           Registrant (incorporated by reference to Exhibit 4(a)
                           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 B
                           (incorporated by reference to Exhibit 4(a)(12) to the
                           Registration Statement on Form S-8 (File No.
                           33-49979)).

         4(a)(4)    --     Certificate of Stock Designation relating to the
                           Registrant's Cumulative Preferred Stock, Series C
                           (incorporated by reference to Exhibit 4(a)(13) to the
                           Registration Statement on Form S-8 (File No.
                           33-49979)).

         4(a)(5)    --     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)(6)    --     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)(7)    --     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         --     Consent of Deloitte & Touche LLP.

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

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

                                      II-1
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 the 29th day of
June, 1998.

                                         THE BEAR STEARNS COMPANIES INC.

                                           By:      /s/ William J. Montgoris
                                                    ----------------------------
                                                        William J. Montgoris
                                                        Chief Operating Officer

                  We, the undersigned officers and directors of The Bear Stearns
Companies Inc., hereby severally constitute Alan C. Greenberg, James E. Cayne
and William J. Montgoris, and any of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our name
in the capacities indicated below, any and all amendments to this registration
statement on Form S-8 filed by The Bear Stearns Companies Inc. with the
Securities and Exchange Commission, and generally to do all such things in our
name and behalf in such capacities to enable The Bear Stearns Companies Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or any of
them, to any and all such amendments.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                                  TITLE                             DATE
---------                                                  -----                             ----
/s/ Alan C. Greenberg                             Chairman of the Board and Director     June 29, 1998
-------------------------------------
Alan C. Greenberg

/s/ James E. Cayne                                President and Chief                    June 29, 1998
--------------------------------------
James E. Cayne                                    Executive Officer (Principal Executive
                                                  Officer); Director

/s/ Carl D. Glickman                              Director                               June 29, 1998
--------------------------------------
Carl D. Glickman

--------------------------------------            Director
Donald J. Harrington

                                      II-2
--------------------------------------            Director
William L. Mack

/s/ Frank T. Nickell                              Director                                June 29, 1998
---------------------------------------
Frank T. Nickell

--------------------------------------            Director
Frederic V. Salerno

/s/ Vincent Tese                                  Director                                June 29, 1998
--------------------------------------
Vincent Tese

--------------------------------------           Director
Fred Wilpon

/s/ Samuel L. Molinaro Jr.                        Senior Vice President-                  June 29, 1998
--------------------------------------
Samuel L. Molinaro Jr.                            Finance and
                                                  Chief Financial Officer
                                                  (Principal Accounting
                                                  Officer and Principal
                                                  Financial Officer)
II-3

NYFS04...:\25\22625\0110\1324\FRM6298L.33A
Exhibit Index
                                  -------------

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

         4(a)(1)    --     Restated Certificate of Incorporation of the
                           Registrant (incorporated by reference to Exhibit 4(a)
                           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 B
                           (incorporated by reference to Exhibit 4(a)(12) to the
                           Registration Statement on Form S-8 (File No.
                           33-49979)).

         4(a)(4)    --     Certificate of Stock Designation relating to the
                           Registrant's Cumulative Preferred Stock, Series C
                           (incorporated by reference to Exhibit 4(a)(13) to the
                           Registration Statement on Form S-8 (File No.
                           33-49979)).

         4(a)(5)    --     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)(6)    --     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)(7)    --     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         --     Consent of Deloitte & Touche LLP.

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