Exhibit 10(a)(12)


                      THE BEAR STEARNS COMPANIES INC.
                   AMENDMENT TO CAPITAL ACCUMULATION PLAN


               RESOLVED, that The Bear Stearns Companies Inc. Capital
          Accumulation Plan for Senior Managing Directors, as amended
          and restated as of July 1, 1993 and further amended
          thereafter to and including February 7, 1996 (the "Plan"),
          by and hereby is amended as follows:


               1.   The definition of "Board Committee" in Section 2.1
                    of the Plan is amended by changing the word
                    "disinterested" to "Non-Employee Directors".

               2.   The definition of "Deferral Period" in Section 2.1
                    of the Plan is amended by deleting that portion of
                    the definition beginning with "(a) in the fifth
                    line through (b)" in the 10th line.

               3.   The definition of "Enrollment Period" in Section
                    2.1 of the Plan is amended by deleting the words
                    "who is not a Reporting Person and" in the fifth
                    and sixth lines and by deleting the following
                    words beginning in the fourteenth line: 
                    "Reporting Persons in no event shall an Enrollment
                    Period end less than six (6) months before the
                    beginning of the applicable Deferral Period;
                    provided, further, that with respect to".

               4.   Section 4.3 of the Plan is hereby amended by
                    deleting the following proviso in the last three
                    lines of the Section:  "provided, however, with
                    respect to Reporting Persons in no event shall an
                    Enrollment Period end less than six months before
                    the beginning of the applicable Deferral Period".

               5.   Section 6.5 of the Plan is amended to read as
                    follows:

                    "Special Provisions for Reporting Persons.  If 
                     ----------------------------------------
                    required by Rule 16b-3, shares of Common Stock
                    distributed to Participants who are Reporting
                    Persons shall bear an appropriate legend to the
                    effect that such shares of Common Stock may not be
                    transferred for a period of six (6) months after
                    they are credited to the Account of such
                    Participant".












     

               RESOLVED, that the foregoing amendments shall be
          subject to stockholder approval at the 1996 Annual Meeting
          of Stockholders of the Corporation.

               RESOLVED, that the Plan as amended hereby shall be
          Restated as of the date of approval of the foregoing
          amendments, together with the applicable amendments adopted
          on January 18 and February 7, 1996, at the 1996 Annual
          Meeting of Stockholders of the Corporation.









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