Exhibit 10(a)(5)


                      THE BEAR STEARNS COMPANIES INC.
                 AMENDMENT TO MANAGEMENT COMPENSATION PLAN



          RESOLVED, that Section 6.1 of the Management Compensation
     Plan be amended by increasing the maximum share of the Annual
     Bonus Pool that may be allocated to any participant in any fiscal
     year from 25% to 30%, subject to stockholder approval at the 1996
     Annual Meeting of Stockholders.






























































     NYFS04...:\25\22625\0110\6678\EXH9186R.07A