Exhibit (10)(a)(9)
                                                         ------------------


                         THE BEAR STEARNS COMPANIES INC.
                       AMENDMENT TO PERFORMANCE UNIT PLAN


          RESOLVED, that Section 5.5 of the Bear Stearns Companies Inc.
     Performance Unit Plan for Senior Managing Directors (the "PUP Plan")
     be, and hereby is, amended by adding the following sentence at the end
     thereof:

                    If shares of Common Stock are distributed
               pursuant to Section 5.1 to any Participant after
               the record date for any cash dividend occurring
               after the Termination Date with respect to which
               such shares are distributed, then such Participant
               shall be entitled to receive from the Company an
               amount of cash equal to the cash dividends per
               share payable to holders of record on such record
               date multiplied by the number of shares of Common
               Stock so distributed to such Participant after
               such record date.

          RESOLVED, that the foregoing amendment to the PUP Plan is
     effective as of July 1, 1994.









































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