Exhibit (10) (a) (1)            






                       THE BEAR STEARNS COMPANIES, INC.
                   AMENDMENT TO MANAGEMENT COMPENSATION PLAN




           Resolved, that Section 6.5 of The Bear Stearns Companies
Inc. Management Compensation Plan (as amended and restated as of
July 1, 1993) be, and hereby, is amended in its entirety to read as
follows:


            The aggregate Bonuses awarded for any year
            shall not exceed the Annual Bonus Pool for
            such year, including amounts awarded to
            participants who were not voting members of
            the Executive Committee for the entire fiscal
            year.  In any fiscal year, any balance in the
            Annual Bonus Pool attributable to a forfeiture
            of Bonus under Section 6.2 as a result of a
            Participant ceasing to be a voting member of
            the Executive Committee during such year shall
            not be distributed to other Participants and
            shall  not be carried forward or be
            available for distribution as Bonuses under
            the Plan in a future year or years.