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               		     SECURITIES AND EXCHANGE COMMISSION
			                         Washington, DC 20549


                           				SCHEDULE 13D
                  Under the Securities Exchange Act of 1934


                    			    (Amendment No. 2 )

                    			    Unit Instrments Inc.
			                        (Name of Issuer)
			                          	 Common Stock
			                   (Title of Class of Securities)

                          			90921C100
                        			(CUSIP Number)

         	       Charles A. Nalbone, Bear, Stearns & Co. Inc.
	                115 South Jefferson Road, Whippany, NJ 07981
			                           (973) 793-2202
	               	(Name, Address and Telephone Number of Person 
	               	Authorized to Receive Notices and Communications)

                           				January 27, 1999
           	(Date of Event which Requires Filing of this Statement)


    	If the filing person has previously filed a statement on Schedule 
13G to report the acquisition which is the subject of this Schedule 13D, 
and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the 
following box [  ] .

    	Check the following box if a fee is being paid with this statement  
[   ] . (A fee is not required only if the reporting person:  1) has a 
previous statement on file reporting beneficial ownership of more than 
five percent of the class of securities described in Item 1; and 2) has 
filed no amendment subsequent thereto reporting beneficial ownership of five 
percent or less of such class. (See Rule 13d-7)

Note:  When filing this statement, in paper format, six copies of 
this statement, including exhibits, should be filed with the Commission.  
See Rule 13d-1(a) for other parties to whom copies are to be sent.


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CUSIP NO.  90921C100                            

                          				13D


       	NAME OF REPORTING PERSON
       	S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1       BEAR, STEARNS & CO. INC.
       	IRS #13-3299429

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
                                           								(a) [  ] 
							                                            (b) [  ]
3       SEC USE ONLY

4       SOURCE OF FUNDS*:
       	WC,PF
	
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
	       ITEMS 2(d)(e):
							                                          	      [  ]
6       CITIZENSHIP OR PLACE OF ORGANIZATION:
       	Delaware        
	
                  		7       SOLE VOTING POWER:   

                         			0 
	
	                  	8       SHARED VOTING POWER:            

                         			0                 
	
	                  	9       SOLE DISPOSITIVE POWER:         

                         			0 
	
 	                 	10      SHARED DISPOSITIVE POWER:

                         			0    
	
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	                         		0

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
       	SHARES*: 
							                                         	  [  ]    

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):                     
                          		 0.0
	
14      TYPE OF REPORTING PERSON*:
	       BD              

                			See Instructions Before Filling Out!    





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                   			Schedule 13D Amendment No. 2

     This statement constitutes Amendment No. 2 to the statement on Schedule 
13D (the "Schedule 13D") filed with the Securities and Exchange Commission 
by Bear, Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of
the Common Stock of Unit Instruments Inc., (the "Issuer").  

Item 3:  Source and Amount of Funds or Other Consideration

         Not applicable. 
	

Item 5:  Interest in Securities of the Issuer (as of 01/27/99)

	(a)	The responses of Bear Stearns to Rows (11) through (13) of the
   		cover page of this Amendment No. 2 to Schedule 13D are
	   	incorporated herein by reference.  To the best of Bear Stearns'
	   	knowledge, none of its executive officers or directors
	   	beneficially own any Common Stock of the Issuer.

	(b)	The responses of Bear Stearns to Rows (7) through (10) of the
   		cover page of this Amendment No. 2 to Schedule 13D are incorporated 
     herein by reference.

	(c)	Since the date of its initial filing on Schedule 13D, Bear
   		Stearns has effected transactions in the Common Stock of the
	   	Issuer.  Information concerning transactions in the Common Stock
	   	effected by Bear Stearns is set forth on Appendix I.

	(d)	Not Applicable.
	
	(e)	On January 27, 1999, U.S. Filter Corp (USF) completed its acquisition 
     of Unit Instruments Inc. (UNII).  According to the terms of the 
     acquisition, Unit Instruments Inc. shareholders would receive $12.65 
     for each share held.  On January 27, 1999 Bear Stearns exchanged its 
     holdings of Unit Instruments Inc. under the mentioned merger agreement.
     Therefore, Bear Stearns ceased to be the beneficial owner of more than 
     five percent of the Common Stock of the Issuer since the date of its 
     original filing.

     

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Signature:

     	After reasonable inquiry and to the best of my knowledge and belief, 
	
I certify that the information set forth in this statement is true, 

complete and correct.


Dated: January 29, 1999                               BEAR, STEARNS & CO. INC.


                                           					By:    /s/
					                                             	Barry Cohen
					                                             	Senior Managing Director








                                 APPENDIX I
                           BEAR, STEARNS & CO. INC.

                             Unit Instruments Inc.


                      Trades from 01/13/99 through 01/27/99

                           	
                               	(Various Firm Accounts)

                
	***** 01/27 *****          
 227,035- UNIT INSTRUMENTS INC            XCH OA
		
		(Various Discretionary Accounts)
                  
	***** 01/27 *****          
30,000- UNIT INSTRUMENTS INC            XCH OA