Exhibit 4(d)(10)

                        CERTIFICATE OF ELIMINATION OF THE
                   7.88% CUMULATIVE PREFERRED STOCK, SERIES B
                         THE BEAR STEARNS COMPANIES INC.

                       (Pursuant to Section 151(g) of the
                General Corporation Law of the State of Delaware)

      The Bear Stearns Companies Inc., a corporation duly organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
certifies as follows:

      FIRST: The Certificate of Designations filed on March 23, 1993 and
constituting part of the Corporation's Certificate of Incorporation (the
"Certificate of Designations") authorizes the issuance of 937,500 shares of a
series of Preferred Stock designated 7.88% Cumulative Preferred Stock, Series B,
par value $1.00 per share, with a stated value of $200.00 per share (the "7.88%
Series B Preferred Stock").

      SECOND: Pursuant to the provisions of Section 151(g) of the General
Corporation Law of the State of Delaware (the "DGCL"), the Board of Directors of
the Corporation adopted the following resolutions:

            RESOLVED, that none of the authorized shares of the 7.88% Series B
            Preferred Stock are outstanding and none of the authorized shares of
            such series of Preferred Stock will be issued subject to the
            Certificate of Designations; and

            RESOLVED, that the Secretary of the Corporation is authorized and
            directed to execute a Certificate of Elimination as provided by
            Section 151(g) of the DGCL in accordance with Section 103 of the
            DGCL, substantially in the form attached as an exhibit to these
            resolutions, with such changes therein as the Secretary may approve
            and as are permitted by the DGCL to be made by such officer, such
            approval to be conclusively evidenced by the Secretary's execution
            of such Certificate of Elimination, and to file the same forthwith
            in the Office of the Secretary of State of the State of Delaware,
            and when such Certificate of Elimination becomes effective, all
            references to the 7.88% Series B Preferred Stock in the Certificate
            of Incorporation of the Corporation shall be eliminated and the
            shares of 7.88% Series B Preferred Stock shall resume the status of
            authorized and unused shares of Preferred Stock of the Corporation,
            without designation as to series.

      THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all
references to 7.88% Series B Preferred Stock in the Certificate of Incorporation
of the Corporation hereby are eliminated, and the shares that were designated to
such series hereby are returned to the status of authorized but unissued shares
of the Preferred Stock of the Corporation, without designation as to series.

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      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Kenneth L. Edlow, its Secretary, this 9 day of January, 2002.


                                        THE BEAR STEARNS COMPANIES INC.


                                        By: /s/ Kenneth L. Edlow
                                           _____________________________________
                                           Name:  Kenneth L. Edlow
                                           Title: Secretary