Exhibit 4(d)(9)

                        CERTIFICATE OF ELIMINATION OF THE
                CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A
                CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B
                CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES C
                CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES D
                         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 October 29, 1985 and
constituting part of the Corporation's Certificate of Incorporation (the
"Certificate of Designations") authorizes the issuance of: (a) 175,000 shares of
a series of Preferred Stock designated Cumulative Convertible Preferred Stock,
Series A, par value $1.00 per share, with a stated value of $100.00 per share
(the "Series A Convertible Preferred Stock"); (b) 175,000 shares of a series of
Preferred Stock designated Cumulative Convertible Preferred Stock, Series B, par
value $1.00 per share, with a stated value of $100.00 per share (the "Series B
Convertible Preferred Stock"); (c) 175,000 shares of a series of Preferred Stock
designated Cumulative Convertible Preferred Stock, Series C, par value $1.00 per
share, with a stated value of $100.00 per share (the "Series C Convertible
Preferred Stock") and (d) 175,000 shares of a series of Preferred Stock
designated Cumulative Convertible Preferred Stock, Series D, par value $1.00 per
share, with a stated value of $100.00 per share (the "Series D Convertible
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 Series A
            Convertible Preferred Stock, the Series B Convertible Preferred
            Stock, the Series C Convertible Preferred Stock or the Series D
            Convertible Preferred Stock are outstanding and none of the
            authorized shares of any 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,

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            and when such Certificate of Elimination becomes effective, all
            references to the Series A Convertible Preferred Stock, the Series B
            Convertible Preferred Stock, the Series C Convertible Preferred
            Stock and the Series D Convertible Preferred Stock in the
            Certificate of Incorporation of the Corporation shall be eliminated
            and the shares of Series A Convertible Preferred Stock, Series B
            Convertible Preferred Stock, Series C Convertible Preferred Stock
            and Series D Convertible 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 the Series A Convertible Preferred Stock, the Series B Convertible
Preferred Stock, the Series C Convertible Preferred Stock and the Series D
Convertible 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