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 0-19048

                    Bear Stearns Asset Backed Investors Corp.
             (Exact name of registrant as specified in its charter)

             Delaware                              13-3579047
  (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.

              100 shares of Common Stock, par value $1.00 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  Investors Corp. (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 January 26, 1989.

     The  Company  was formed  solely for the  purpose  of issuing  directly  or
     through trusts  established  by it, in series,  debt  obligations  that are
     secured or collateralized by one or more pools of retail  installment sales
     contracts  or  loan  agreements  secured  by  new  or  used  automobile  or
     light-duty trucks,  net of servicing and other fees,  security interests in
     the vehicles financed thereby, and certain other collateral.

     As of June 30, 1999, the Company had not commenced operations.

     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.

     No cash  dividends  have  been  declared  or paid on the  Company's  common
     equity.

     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 had not commenced operations and, therefore, there was no
     activity.


<PAGE>

                              PART II (CONTINUED)
     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.

     ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable

     ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

<PAGE>

                               PART II (CONTINUED)


     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 General Form for Registration
          of Securities on Form 10 filed February 1991.

     (27) Financial Data Schedule

     (b) Reports on Form 8-K


     No reports on Form 8-K have been filed  during the  quarter  ended June 30,
     1999.


<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 Investors Corp.
                                                   (Registrant)


                                    By:   /S/ Patricia A. Jehle
                                          Patricia A. Jehle
                                          President and Chief Executive 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.




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


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


 ________________                        Chairman of the Board and Director
 Jeffrey Mayer


 /s/ Warren J. Spector                   Director
 Warren J. Spector


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



<PAGE>
                    BEAR STEARNS ASSET BACKED INVESTORS CORP.

                          INDEX TO FINANCIAL STATEMENTS





                                                                      Page


Independent Auditors' Report                                          F-2

Statements of Financial Condition at June 30, 1999 and 1998           F-3

Note to Statements of Financial Condition                             F-4


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


                                     F-1

<PAGE>

     INDEPENDENT AUDITORS' REPORT



     The Board of Directors and Stockholder,
     Bear Stearns Asset Backed Investors Corp.:

     We have audited the accompanying  statements of financial condition of Bear
     Stearns  Asset  Backed  Investors  Corp.  (the  "Company")  (a wholly owned
     subsidiary  of The Bear  Stearns  Companies  Inc.) as of June 30,  1999 and
     1998. 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  Investors
     Corp.  at June 30, 1999 and 1998,  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 INVESTORS CORP.
                        STATEMENTS OF FINANCIAL CONDITION






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

Assets

Cash                                                    $100              $100
                                                         ---               ---
         Total Assets                                   $100              $100
                                                         ===               ===

Stockholder's Equity

Common stock, $1.00 par value;
  1,000 shares authorized; 100 shares issued
     and outstanding                                    $100              $100
                                                         ---               ---
         Total                                          $100              $100
                                                         ===               ===






See Note to Statements of Financial Condition.

                                      F-3



<PAGE>


                    BEAR STEARNS ASSET BACKED INVESTORS CORP.
                    NOTE TO STATEMENTS OF FINANCIAL CONDITION




Note 1. Organization

     Bear Stearns Asset Backed Investors Corp. (the "Company"),  a direct wholly
     owned limited purpose  subsidiary of The Bear Stearns Companies Inc. ("Bear
     Stearns"), was organized on January 26, 1989.

     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 retail  installment sales
     contracts  or  loan  agreements  secured  by  new  or  used  automobile  or
     light-duty trucks,  net of servicing and other fees,  security interests in
     the vehicles financed thereby, and certain other collateral.

     As of June 30, 1999, the Company had not commenced  operations,  except for
     the conduct of  non-recurring  organizational  matters and activities,  the
     cost for which were borne by an affiliate.  Accordingly, the Company had no
     results of  operations  for the fiscal years ended June 30, 1999,  1998 and
     1997. The balance in the  stockholder's  equity  consists  solely of common
     stock issued on January 26,  1989;  thus,  no  statement  of  stockholder's
     equity is presented. All funds were obtained from capital transactions.  As
     a result, no statement of cash flows is presented.

                                      F-4