SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                Form l0-K

      [ X ]        ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE
                   SECURITIES  EXCHANGE  ACT OF 1934 For the  fiscal  year ended
                   June 30, 1999

                                       or

      [   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from        to

                      Commission file number 33-93574

                Bear Stearns Asset Backed Securities, Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                                     13-3836437
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                               245 Park Avenue
                           New York, New York 10167
                               (212) 272-2000
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


              Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange on
           Title of each class                        which registered

                  None                                       -

            Securities registered pursuant to Section 12(g) of the Act:

                                     None
                               (Title of class)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of September 8, 1999.

               1 share of Common Stock, par value $1,000.00 per share


THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND
(b) OF FORM 10-K AND  THEREFORE IS FILING THIS FORM WITH THE REDUCED  DISCLOSURE
FORMAT CONTEMPLATED THEREBY.

<PAGE>




                                   PART I


ITEM 1 - BUSINESS

Bear Stearns Asset Backed Securities, Inc. (the "Company") was organized by, and
is a  direct  wholly  owned  limited  purpose  subsidiary  of The  Bear  Stearns
Companies  Inc. (the  "Parent").  The Company was  incorporated  in the State of
Delaware on June 2, 1995.

The  Company was formed  solely for the  purpose of issuing  directly or through
trusts  established  by it, in  series,  debt  securities  that are  secured  or
collateralized  by one or more pools of Compound  Interest  Securities,  Planned
Amortization Class ("PAC") Securities, Variable Interest Securities, Zero Coupon
Securities,  Principal Only Securities,  Interest Only Securities,  Participants
Securities, Senior Securities or Subordinate Securities.

ITEM 2 - PROPERTIES

The Company owns no physical properties.

ITEM 3 - LEGAL PROCEEDINGS

No legal proceedings are pending.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Pursuant to General Instruction I of Form 10-K, the information required by Item
4 is omitted.


                                    PART II

ITEM 5 - MARKET FOR REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER MATTERS

There is no  established  public  trading  market for the  common  equity of the
Company.  All of the issued and  outstanding  shares of such  common  equity are
owned by the Parent.


ITEM 6 - SELECTED FINANCIAL DATA

Pursuant to General Instruction I of Form 10-K, the information required by Item
6 is omitted.


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The Company's  principal  business activity is the issuing,  directly or through
trust  established  by it,  in  series,  debt  securities  that are  secured  or
collateralized  by one or  more  pools  of  Compound  Interest  Securities,  PAC
Securities, Variable Interest Securities, Zero Coupon Securities, Principal Only
Securities, Interest Only Securities, Participants Securities, Senior Securities
or Subordinate Securities.

<PAGE>
                               PART II (CONTINUED)


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS    (Continued)

The  Company  incurred  a net loss for the fiscal  year  ended June 30,  1999 of
$3,517.  The  Company's  net income for the fiscal  year ended June 30, 1998 was
$59,522 and net loss for the fiscal year ended June 30, 1997 was $5,330.

Year 2000 Issue

The Year 2000  issue is the  result  of legacy  computer  programs  having  been
written using two digits rather than four digits to define the  applicable  year
and therefore without  consideration of the impact of the upcoming change in the
century. Such programs,  unless corrected, may not be able to accurately process
dates ending in the year 2000 and thereafter.

Over four years ago, the Parent  established  a task force to review and develop
an action  plan to  address  the Year  2000  issue.  The  Parent's  action  plan
addresses both  information  technology and  non-information  technology  system
compliance  issues.  Since then, the ongoing assessment and monitoring phase has
continued and includes assessment of the degree of compliance of its significant
vendors,  facility operators,  custodial banks and fiduciary agents to determine
the extent to which the Parent is vulnerable to those third parties'  failure to
remediate  their own Year 2000 issues.  The Parent has contacted all significant
external  vendors in an effort to confirm their  readiness for the Year 2000 and
tested compatibility with such systems. The Parent also participates actively in
various industry-wide tests.

Through June 30, 1999,  the amounts  incurred  related to the assessment of, and
efforts in connection with, the Year 2000 and the development and execution of a
remediation plan have  approximated  $63.1 million of which  approximately  $8.9
million in hardware  and  software  has been  capitalized.  The  Parent's  total
projected  Year  2000  project  cost,  including  the  estimated  costs and time
associated  with the  impact  of  third-party  Year  2000  issues,  are based on
currently available  information.  The total remaining Year 2000 project cost is
estimated at approximately $11.9 million, which will be funded through operating
cash flows and primarily expensed as incurred.

The Parent presently  believes that the activities it is undertaking in the Year
2000 project should satisfactorily resolve Year 2000 compliance exposures within
its own  systems  worldwide.  The Parent has  completed  the  reprogramming  and
replacement phase of the project.  Additional  testing will continue through the
end of the calendar year as deemed  appropriate.  There can be no assurance that
the systems of other companies on which the Parent's systems rely will be timely
converted, or that a failure to convert by another company, or a conversion that
is incompatible  with the Parent's  systems,  would not have a material  adverse
effect on the  Parent.  The Parent  has  developed  an action  plan and a formal
contingency  plan  designed to  safeguard  the  interests  of the Parent and its
customers. The Parent believes that these plans significantly reduce the risk of
a Year 2000 issue serious enough to cause a business disruption.  With regard to
Year 2000  compliance  of other  external  entities,  the  Parent is  monitoring
developments  closely.  Should it appear that a major  utility,  such as a stock
exchange,  would not be ready,  the  Parent  will work with  other  firms in the
industry to plan an appropriate course of action.


<PAGE>
                               PART II (CONTINUED)

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 8 -  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial  statements  required by this Item and included in this Report are
listed in the index appearing on page F-1.


ITEM 9 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None


                                  PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction I of Form 10-K, the information required by Item
10 is omitted.

ITEM 11 - EXECUTIVE COMPENSATION

Pursuant to General Instruction I of Form 10-K, the information required by Item
11 is omitted.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Pursuant to General Instruction I of Form 10-K, the information required by Item
12 is omitted.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to General Instruction I of Form 10-K, the information required by Item
13 is omitted.


                                   PART IV


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) List of Financial Statements, Financial Statement Schedules and Exhibits

The Financial Statements and Financial Statement Schedules required by this Item
and included in this report are listed in the index appearing on page F-1.

Exhibits

(3) Articles of Incorporation and By-laws, incorporated by reference
    to Exhibits 3.1 and 3.2, respectively, to Registration Statement
    on Form S-3 (No.33-93574).

(27) Financial Data Schedule

(b) Reports on Form 8-K

During the quarter ended June 30, 1999, the Company filed the following  Current
Reports on Form 8-K :

(i) A  Current  Report on Form 8-K  dated  March 25,  1999 and filed on April 9,
1999,  pertaining to the filing of a monthly  report  distributed  to holders of
Irwin Home Equity Asset Backed Certificates, Series 1999-1, relating to the
March 25, 1999 distribution.

(ii) A  Current  Report  on Form 8-K  dated  April 9, 1999 and filed on April 9,
1999, pertaining to the filing of Computational Materials in respect of American
Residential Eagle Bond Trust 1999-1 Mortgage-Backed LIBOR Notes, Class A, Series
1999-1.

(iii) A Current  Report  on Form 8-K  dated  April 9, 1999 and filed on April 9,
1999,  pertaining to the filing of Form T-1 Statement of  Eligibility  under the
Trust Indenture Act of 1939, as amended.

(iv) A Current  Report on Form 8-K dated  April 13,  1999 and filed on April 13,
1999,  pertaining  to the  filing  of a  prospectus  and  prospectus  supplement
relating to the Mortgage-Backed  LIBOR Notes, Class A, Series 1999-1 of American
Residential Eagle Bond Trust 1999-1.
<PAGE>

                               PART IV (CONTINUED)

(v) A Current  Report on Form 8-K  dated  April 16,  1999 and filed on April 16,
1999,  pertaining  to the filing of the Sale and  Service  Agreement,  the Trust
Agreement,   the   Indenture,   the  Home  Loan   Purchase   Agreement  and  the
Administration  Agreement in connection with the offering of the United National
Bank Home Loan Owner Trust 1999-1 Home Loan Asset- Backed Notes, Series 1999-1.

(vi) A Current  Report on Form 8-K dated  April 28,  1999 and filed on April 29,
1999,  pertaining to the filing of publicly offered American  Residential  Eagle
Bond Trust 1999-1 Mortgage- Backed LIBOR Notes, Class A, Series 1999-1.

(vii) A Current  Report on Form 8-K dated May 4, 1999 and filed on May 12, 1999,
pertaining to the filing of  Computational  Materials in respect of the proposed
offering  of the Irwin Home Equity Loan Trust  1999-2,  Home Equity  Loan-Backed
Notes, Series 1999-2.

(viii) A Current  Report  on Form 8-K  dated  May 26,  1999 and filed on May 26,
1999,  pertaining  to the  filing  of a  prospectus  and  prospectus  supplement
relating  to the Irwin Home Equity Loan Trust  1999-2,  Home Equity  Loan-Backed
Notes, Series 1999-2.

(ix) A Current  Report on Form 8-K dated May 26, 1999 and filed on May 26, 1999,
pertaining  to the filing of Form T-1 Statement of  Eligibility  under the Trust
Indenture Act of 1939, as amended.

(x) A Current  Report on Form 8-K dated  June 7, 1999 and filed on June 9, 1999,
pertaining  to the filing of  Computational  Materials  related to the  proposed
offering  of the GMACM  Revolving  Home Equity  Loan Trust  1999-1,  Home Equity
Loan-Backed Term Notes, Series 1999-1.

(xi) A  Current  Report on Form 8-K  dated  June 16,  1999 and filed on June 17,
1999,  pertaining  to the  filing  of a  prospectus  and  prospectus  supplement
relating  to the GMACM  Revolving  Home Equity  Loan Trust  1999-1,  Home Equity
Loan-Backed Term Notes, Series 1999-1.

(xii) A Current  Report on Form 8-K  dated  June 17,  1999 and filed on June 17,
1999,  pertaining to the filing of Form T-1 Statement of  Eligibility  under the
Trust Indenture Act of 1939, as amended.




<PAGE>
                                  SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  on the  28th  day of
September, 1999.


                                   Bear Stearns Asset Backed Securities, Inc.
                                                (Registrant)


                                        By: /s/ Samuel L. Molinaro Jr.
                                            Samuel L. Molinaro Jr.
                                            Chief Financial Officer




Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 28th day of September, 1999.


        Signatures                                     Title




    /s/ Patricia A.Jehle                         President, Chief Executive
    Patricia A.Jehle                             Officer and Director


    /s/ Samuel L. Molinaro Jr.                   Chief Financial Officer
    Samuel L. Molinaro Jr.


    ________________________                     Chairman of the Board and
    Jeffrey Mayer                                Director


    /s/ Thomas Marano                            Director
    Thomas Marano


    /s/ Juliana C. Johnson                       Independent Director
    Juliana C. Johnson

<PAGE>

                    BEAR STEARNS ASSET BACKED SECURITIES, INC.

                          INDEX TO FINANCIAL STATEMENTS


                                                                    Page


Independent Auditors' Report                                        F-2

Statements of  Income for the fiscal years ended
 June 30, 1999, 1998 and 1997                                       F-3

Statements of Financial Condition as of June 30, 1999 and 1998      F-4

Statements of Changes in Stockholder's Equity for the fiscal
 years ended June 30, 1999, 1998 and 1997                           F-5

Statements of Cash Flows for the fiscal years ended
 June 30, 1999, 1998 and 1997                                       F-6

Notes to Financial Statements                                       F-7




Financial Statement Schedules are omitted because they are not applicable or the
information is included in the Financial Statements or Notes thereto.



                                      F-1

<PAGE>


INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholder,
Bear Stearns Asset Backed Securities Inc.:

We have  audited the  accompanying  statements  of  financial  condition of Bear
Stearns Asset Backed  Securities Inc. (the "Company") (a wholly owned subsidiary
of The  Bear  Stearns  Companies  Inc.) as of June 30,  1999 and  1998,  and the
related statements of income, cash flows and changes in stockholder's equity for
each of the three  years in the period  ended  June 30,  1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of Bear Stearns Asset Backed Securities Inc. at
June 30, 1999 and 1998, and the results of their operations and their cash flows
for each of the three years in the period ended June 30, 1999 in conformity with
generally accepted accounting principles.



                                             /s/ Deloitte & Touche LLP
                                             DELOITTE & TOUCHE LLP
                                             New York, New York
                                             September 22, 1999


                                     F-2


<PAGE>
                     BEAR STEARNS ASSET BACKED SECURITIES, INC.
                              STATEMENTS OF INCOME




                                      June 30,       June 30,       June 30,
                                       1999            1998           1997
                                      -------        -------        -------
Revenues
     Principal transactions           $ 3,647       $ 115,311       $   -
                                        -----         -------         ----

               Total revenues           3,647         115,311           -

Expenses
     Other expenses                     9,875           9,923        9,505
                                        -----           -----        -----

               Total expenses           9,875           9,923        9,505


(Loss) income before income tax
   (benefit) expense                   (6,228)        105,388       (9,505)
Income tax (benefit) expense           (2,711)         45,866       (4,175)
                                       ------          ------       ------

Net  (loss)  income                  $ (3,517)       $ 59,522      $(5,330)
                                       ======          ======       =======


See Notes to Financial Statements.



                                      F-3


<PAGE>



                     BEAR STEARNS ASSET BACKED SECURITIES, INC.
                          STATEMENTS OF FINANCIAL CONDITION



                                                        June 30,       June 30,
                                                         1999            1998
                                                        -------        -------
Assets
     Receivable from affiliates                        $ 31,678       $ 31,697

     Deferred costs                                     526,715        771,784
                                                        -------        -------
           Total Assets                                $558,393      $ 803,481
                                                        =======        =======
Liabilities
     Payable to Parent                                 $523,586       $765,157
                                                        -------        -------
           Total Liabilities                            523,586        765,157

Stockholder's Equity
     Common stock, $1,000.00 par value;
          100 shares authorized; 1 share issued
            and outstanding;                              1,000          1,000

     Retained earnings                                   33,807         37,324
                                                         ------         ------
           Total Stockholder's Equity                    34,807         38,324

           Total Liabilities and Stockholder's Equity  $558,393       $803,481
                                                        =======        =======



See Notes to Financial Statements.


                                     F-4

<PAGE>


                   BEAR STEARNS ASSET BACKED SECURITIES, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY





                                                                 Retained
                                   Common Stock                  Earnings
                                 $1,000 Par Value                (Deficit)
                                  --------------                 --------
Balance, June 30, 1996              $ 1,000                      $(16,868)


Net loss                                -                          (5,330)

                                      -----                       -------
Balance, June 30, 1997                1,000                       (22,198)


Net income                              -                          59,522

                                      -----                        ------
Balance, June 30, 1998                1,000                        37,324


Net loss                                -                          (3,517)
                                      -----                        ------
Balance, June 30, 1999              $ 1,000                       $33,807
                                      =====                        ======

See Notes to Financial Statements.


                                    F-5


<PAGE>
                   BEAR STEARNS ASSET BACKED SECURITIES, INC.
                           STATEMENTS OF CASH FLOWS



                                                June 30,    June 30,    June 30,
                                                  1999        1998        1997
                                                ------      -------     -------

CASH FLOWS FROM OPERATING ACTIVITIES
Net  (loss) income                            $ (3,517)     $59,522    $ (5,330)

Decreases (increases) in:
   Deferred costs                              245,069     (422,262)  ( 211,821)
   Receivable from affiliates                       19            8         -


(Decrease) increase in other liabilities             -      (77,810)     14,056
                                               -------      -------     -------
 Cash provided by (used in) operating
  activities                                   241,571     (440,542)   (203,095)

 CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in payable to Parent      (241,571)     440,542     203,095

 Cash (used in) provided by financing         --------      -------     -------
  activities                                  (241,571)     440,542     203,095

 CASH AND CASH EQUIVALENTS,
 BEGINNING OF YEAR                                   0            0           0
                                               -------       ------     -------
 CASH AND CASH EQUIVALENTS,
 END OF YEAR                                  $      0     $      0    $      0
                                               =======       ======     =======


 See Notes to Financial Statements.


                                      F-6
<PAGE>


                    BEAR STEARNS ASSET BACKED SECURITIES, INC.
                          NOTES TO FINANCIAL STATEMENTS



Note 1. Organization

Bear Stearns Asset Backed Securities, Inc. (the "Company") was organized by, and
is a direct wholly owned limited purpose finance  subsidiary of The Bear Stearns
Companies  Inc. (the  "Parent").  The Company was  incorporated  in the State of
Delaware on June 2, 1995.

The  Company was formed  solely for the  purpose of issuing  directly or through
trusts  established  by it, in  series,  debt  securities  that are  secured  or
collateralized  by one or more pools of Compound  Interest  Securities,  Planned
Amortization Class ("PAC") Securities, Variable Interest Securities, Zero Coupon
Securities,  Principal Only Securities,  Interest Only Securities,  Participants
Securities, Senior Securities or Subordinate Securities.


Note 2. Summary of Significant Accounting Policies

The  Company's  policy  is  to  record  the   securitization   and  issuance  of
collateralized  debt and the  related  sale of all of its  remaining  beneficial
ownership  interest in the  residual  cash flow  attributable  to each series of
collateralized debt as a sale of assets. The resultant gain or loss reflects the
net  proceeds  from  the  collateralized  debt  issuance  and  the  sale  of the
beneficial ownership interest less the cost of the underlying  collateral and is
reflected  as  principal  transaction  revenues.   Deferred  organization  costs
associated  with the  issuance  of the  collateralized  debt are  prepaid  issue
expenses  which are included as a component of the gain or loss upon the sale of
the collateralized debt.

The Company's policy is to sell all of its beneficial ownership interest in each
collateralized  debt  series  issued  directly  or  through  one or more  trusts
established  by it.  Accordingly,  as the Company no longer  retains an economic
interest in the underlying  collateral,  the assets and  liabilities  related to
each  collateralized debt series are not reflected on the Company's Statement of
Financial Condition.

The financial  statements  are prepared in conformity  with  generally  accepted
accounting principles which require management to make estimates and assumptions
that affect the amounts in the financial statements and accompanying notes.
Actual results could differ from those estimates.

The  Company is included in the  consolidated  federal  income tax return of the
Parent. Income tax expense is computed on a separate company basis.

For purposes of reporting cash flows,  the Company has defined cash  equivalents
as liquid investments not held for sale in the ordinary course of business.


Note 3. Income Taxes

The  difference  between  the  Company's  effective  tax rate and the  statutory
federal income tax rate is the effect of state and local income taxes.


Note 4. Related Party Transactions

Substantially all of the Company's operating expenses,  such as office space and
general and administrative expenses, are initially paid for by an affiliate. The
affiliate allocates to the Company all of the operating expenses.


                                    F-7