Exhibit (10)a(10)


                      THE BEAR STEARNS COMPANIES INC.
                AMENDMENT TO THE CAPITAL ACCUMULATION PLAN



                             January 18, 1996



     RESOLVED, that The Bear Stearns Companies Inc. Capital Accumulation Plan
for Senior Managing Directors, as amended and restated as of July 1, 1995 (the
"Plan"), be, and hereby is, amended as follows:

     1.   The definition of "Disability" in Section 2.1 of the Plan hereby is
          amended to read as follows:

          "Disability" means the complete and permanent inability of an
          individual to perform his duties due to his physical or mental
          incapacity, all as determined by the Appropriate Committee upon the
          basis of such evidence, including independent medical reports and
          data, as the Appropriate Committee deems necessary or appropriate,
          in which event the employment of the Participant shall be deemed to
          have terminated for purposes of this Plan.

     2.   A definition of the term "Personal Leave of Absence" shall be added
          to Section 2.1 of the Plan immediately following the definition of
          "Person", to read as follows:

          "Personal Leave of Absence" means the absence from the  Company by
          a Participant, with the consent of the Company, for an extended
          period of time without salary under circumstances in which a return
          to full-time employment by the Participant is contemplated.

     3.   Paragraph (b) of  Section 6.2 of the Plan is hereby deleted,
          paragraph (c) of Section 6.2 is hereby changed to paragraph (b) and
          the first parenthetical of such paragraph (b) hereby is amended to
          read: "(other than by reason of death but including Disability)".

     4.   A new paragraph (c) of Section 6.2 is hereby added to the Plan to
          read as follows:

          (c)  If a Participant shall take a Personal Leave of Absence prior
               to the end of all his Deferral Periods, the Appropriate
               Committee shall have the right in its sole discretion to
               require the Participant to become subject to the provisions of
               paragraph (b) above (to the same extent as a Participant whose
               employment had terminated) during the period of such Personal
               Leave of Absence, except that in the event the Participant
               resumes full-time employment after the first day of a Fiscal
               Year, all calculations under this Plan with respect to such
               Fiscal Year shall be made by treating the Participant in the
               same manner as a full-time employee for the number of full
               months of such employment during such Fiscal Year and as a
               Participant whose employment had been terminated for the
               balance of such Fiscal Year.  If the Appropriate Committee
               shall not take such action the Participant shall continue to
               be treated under this Plan on the same basis as a Participant
               who is not on a Personal Leave of Absence.

     5.   Section 11.6 of the Plan hereby is amended to read as follows:

          11.6 Offsets.  To the extent permitted by law, the Company or any
          of its Affiliates shall have the absolute right to withhold any
          shares of Common Stock or any amounts otherwise required to be
          distributed or paid to any Participant or Beneficiary under the
          terms of the Plan, to the extent of any amount owed or which in the
          sole judgment of the Appropriate Committee may in the future be owed
          for any reason by such Participant, in the case of a payment to such
          Participant, or to the extent of any amount owed or which in the
          sole judgment of the Appropriate Committee may in the future be owed
          for any reason by the Participant or such Beneficiary, in the case
          of payment to a Beneficiary, to the Company or any of its
          Affiliates, and to set off and apply the amounts so withheld to
          payment of any such amount ultimately determined by the Appropriate
          Committee, in its sole discretion, to be owed to the Company or any
          of its Affiliates, whether or not such amounts shall then be
          immediately due and payable and in such order or priority as among
          such amounts owed as the Appropriate Committee, in its sole
          discretion, shall determine.  In determining the amount of a
          permitted offset under this Section 11.6, any shares of Common Stock
          required to be distributed to a Participant or a Beneficiary shall
          be valued at the Fair Market Value of such Shares on the date of
          offset.

     RESOLVED, that the foregoing Amendments shall be effective as of the date
hereof, except that Amendments 1 through 4, inclusive, shall be subject to
stockholder approval at the 1996 Annual Meeting of Stockholders of the
Corporation.