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 [Fee Required] For the fiscal
                year ended June 30, 1998
                                       or
         [   ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE
                SECURITIES  EXCHANGE  ACT OF 1934  [No Fee  Required]  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
(Address of principal executive offices)                 (Zip Code)

                                                      (212) 272-2000
                           (Registrant's telephone number, including area code)

       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 1, 1997.

              100 shares of Common Stock, par value $1.00 per share





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



<PAGE>
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 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, 1998, 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   J  of  Form  10-K,   the
information required by Item 4 is omitted.

                                                      PART II

ITEM 5 -          MARKET FOR REGISTRANT'S COMMON EQUITY 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 Bear  Stearns
                  Companies Inc.

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

ITEM 6 - SELECTED FINANCIAL DATA

                  Pursuant  to  General   Instruction   J  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

                  Pursuant  to  General   Instruction   J  of  Form  10-K,   the
information required by Item 7 is omitted.

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>


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 J of Form 10-K, the information
required by Item 10 is omitted.

ITEM 11 -       EXECUTIVE COMPENSATION

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

ITEM 13 -       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                Pursuant to General  Instruction J 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)     1. and 2.   Financial Statements and Schedules

                The financial statements and schedules required by this item and
                included in this report are listed in the accompanying  index to
                the financial  statements and financial  statement  schedules on
                Page F-1.

                        3. Exhibits

                                    None

                (b)     Reports on Form 8-K


                No reports on Form 8-K have been filed during  fiscal year ended
June 30, 1998.






<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  11th  day of
September 1998.


                                       Bear Stearns Asset Backed Investors Corp.
                                                 (Registrant)

                                       By:/s/Patricia Jehle
                                             Patricia 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 11th day of September, 1998.



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


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


/s/ Marshall W. Coburn                   Vice President, Secretary and Director
 Marshall W. Coburn


 /s/ William J. Montgoris                Executive Vice President and Treasurer
 William J. Montgoris               (Principal Financial and Accounting Officer)










<PAGE>
                                     BEAR STEARNS ASSET BACKED INVESTORS CORP.

                                           INDEX TO FINANCIAL STATEMENT





                                                                           Page


Independent Auditors' Report                                               F-2

Statements of Financial Condition at June 30, 1998 and 1997                F-3

Note to Statements of Financial Condition                                  F-4


Financial  Statement  Schedules are omitted because they are inapplicable or the
information is included in the financial statement or note thereto.
















                                                                       Page 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,  1998  and  1997.  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,  1998 and  1997,  in  conformity  with  generally  accepted  accounting
principles.



September 9, 1998








                                                                      Page F-2
      


<PAGE>
                                     BEAR STEARNS ASSET BACKED INVESTORS CORP.
                                         STATEMENTS OF FINANCIAL CONDITION






                                                    June 30,          June 30,
                                                      1998              1997

Asset

Cash                                              $100              $100
         Total                                    $100              $100


Stockholder's Equity

Common stock, $1.00 par value;
  1000 shares authorized;
  100 shares outstanding                           $100              $100

         Total                                     $100              $100







See note to statements of financial condition.









                                                                       Page 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,  1998,  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,  1998,  1997 and  1996.  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.








                                                                     Page F-4