SUPPLEMENT
                                      TO
                       SERIES SUPPLEMENT, SERIES 2001-3

         THIS SUPPLEMENT, dated as of July 26, 2001 (this "Supplement"), to
the Series Supplement, dated as of July 12, 2001, (the "Series Supplement")
between Bear Stearns Depositor Inc., as depositor (the "Depositor") and U.S.
Bank Trust National Association, as the trustee (the "Trustee" and together
with the Depositor, the "Parties").

                             W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Parties entered into the Series Supplement for the
purpose of setting forth, among other things, certain supplemental information
with respect to the issuance of certificates initially designated Trust
Certificates (TRUCs), Series 2001-3.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Parties hereby agree as follows:

         1. Pursuant to Section 3(d) of the Series Supplement, the Depositor
hereby sells to the Trust an additional $17,815,000 of Underlying Securities
subject to additional Call Warrants (the "Additional Call Warrants") and the
Trust hereby issues an additional 696,366 Class A-1 Certificates with an
initial aggregate Certificate Principal Amount of $17,409,150 (the "Additional
Class A-1 Certificates") and additional Class A-2 Certificates with an initial
aggregate Certificate Principal Amount of $405,850 (collectively with the
Additional Class A-1 Certificates, the "Additional Certificates") . The
Additional Certificates shall have an original issue date of even date
herewith but the Additional Class A-1 Certificates shall accrue interest from
July 12, 2001. The descriptions of the Underlying Securities, the Certificates
and the Call Warrants in the Series Supplement, including the Schedules and
Exhibits thereto, shall be deemed to be amended mutatis mutandis. In
connection with the acquisition by the Trust of the Additional Call Warrants,
Section 7(b)(vii) of the Series Supplement is hereby supplemented to provide
that any exercise of the Call Warrant referred to therein as the Odd Size Call
Warrant shall be in a principal amount of Underlying Securities equal to
$815,000. Capitalized terms used but not defined in this Supplement shall have
the meanings ascribed thereto in the Series Supplement.

         2. Effect of Supplement. Except as supplemented hereby, the Series
Supplement is ratified and confirmed and continues in full force and effect.

         3. Counterparts. This Supplement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall constitute but one and the same instrument.


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         4. Governing Law. THIS SUPPLEMENT AND THE TRANSACTIONS DESCRIBED
HEREIN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.


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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.

                                 BEAR STEARNS DEPOSITOR INC.

                                 By  /s/ Ralph R. Cioffi
                                     --------------------------------------
                                     Name:  Ralph R. Cioffi
                                     Title: Executive Vice President


                                 U.S. BANK TRUST NATIONAL ASSOCIATION,
                                          not in its individual capacity
                                          but solely as Trustee on behalf
                                          of the Corporate Backed Trust
                                          Certificates Series, 2001-3
                                          Trust



                                 By:  /s/ David J. Kolibachuk
                                     --------------------------------------
                                     Name:  David J. Kolibachuk
                                     Title:    Vice President

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