EXHIBIT INDEX

EXHIBIT A: Attachment to item 77B:
           Accountants report on internal control

EXHIBIT B: Attachment to item 77O:
           Transactions effected pursuant to Rule 10f-3

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EXHIBIT A:
The Board of Trustees and Shareholders,
The Bear Stearns Funds:

In planning and performing our audit of the financial
statements of The Bear Stearns Funds (the "Fund"),
including S&P Stars Portfolio, The Insiders Select Fund,
Large Cap Value Portfolio, Small Cap Value Portfolio, Focus
List Portfolio, Balanced Portfolio, International Equity
Portfolio, Income Portfolio, High Yield Total Return
Portfolio, Emerging Markets Debt Portfolio and Prime Money
Market Portfolio for the year ended March 31, 2000 (on which
we have issued our report dated May 17, 2000), we considered
its internal control, including control activities for
safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of
Form N-SAR, and not to provide assurance on the Fund's
internal control.

The management of the Fund is responsible for establishing
and maintaining internal control.  In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs
of controls. Generally, controls that are relevant to an
audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of
assets against unauthorized acquisition, use, or
disposition.

Because of inherent limitations in any internal control,
misstatements due to errors or fraud may occur and not be
detected.  Also, projections of any evaluation of internal
control to future periods are subject to the risk that the
internal control may become inadequate because of changes in
conditions, or that the degree of compliance with policies
and procedures may deteriorate.

Our consideration of the Fund's internal control would not
necessarily disclose all matters in the internal control
that might be material weaknesses under standards
established by the American Institute of Certified Public
Accountants.  A material weakness is a condition in which
the design or operation of one or more of the internal
control components does not reduce to a relatively low level
the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected
within a timely period by employees in the normal course of
performing their assigned functions.  However, we noted no
matters involving the Fund's internal control and its
operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined above
as of March 31, 2000.

This report is intended solely for the information and use
of management, the Board of Trustees and Shareholders of The
Bear Stearns Funds, and the Securities and Exchange
Commission and is not intended to be and should not be used
by anyone other than these specified parties.

DELOITTE & TOUCHE LLP
May 17, 2000





EXHIBIT B:
10F-3 TRANSACTIONS:

ISSUER:

PSINET Inc.
Metron Technologies
Silicon Image, Inc.
Park Place Entertainment
Citadel Communications

TRADE DATE:

November 24, 1999
November 18, 1999
October 5, 1999
February 15, 2000
February 8, 2000

SELLING  BROKER:

Donaldson Lufkin & Jenrette
Cowen & Co.
Credit Suisse / First Boston
Merrill Lynch
Credit Suisse / First Boston

PRINCIPAL AMOUNT PURCHASED:

500,000
1,000
1,500
1,000
20,500

PURCHASED PRICE U.S. $:

100.00
13.00
12.00
100.00
51.50

% OF FUND ASSETS:

0.47
0.02
0.03
1.05
1.55

% OF ISSUE:

0.08
0.03
0.04
0.20
0.43