SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mayer Jeffrey

(Last)

(First)

(Middle)

C/O BEAR, STEARNS & CO. INC.

383 MADISON AVENUE

(Street)

NEW YORK

10179

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEAR STEARNS COMPANIES INC [ BSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/30/2008		D		10,008	D	^{( 1 )}	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Emp. Stock Option (rt. to buy)	$165.32	05/30/2008		D			21,117	12/20/2006	12/20/2016	Common Stock	21,117	^{( 13 )}	0	D
Employee Stock Option (Right to Buy)	$49.63	05/30/2008		D			22,807	12/11/2003	12/11/2010	Common Stock	22,807	^{( 14 )}	0	D
Employee Stock Option (Right to Buy)	$56.88	05/30/2008		D			31,581	12/17/2004	12/17/2011	Common Stock	31,581	^{( 15 )}	0	D
Employee Stock Option (Right to Buy)	$102.65	05/30/2008		D			45,903	12/28/2004	12/28/2014	Common Stock	45,903	^{( 16 )}	0	D
CAP Units (2002)	^{( 2 )}	05/30/2008		D			701	11/30/2007	11/30/2007 ^{( 3 )}	Common Stock	701	^{( 4 )}	0	D
CAP Units (2003)	^{( 2 )}	05/30/2008		D			113,501	11/30/2008	11/30/2008 ^{( 3 )}	Common Stock	113,501	^{( 5 )}	0	D
CAP Units (2004)	^{( 2 )}	05/30/2008		D			80,780	11/30/2009	11/30/2009 ^{( 6 )}	Common Stock	80,780	^{( 7 )}	0	D
CAP Units (2005)	^{( 2 )}	05/30/2008		D			55,123	11/30/2010	11/30/2010 ^{( 6 )}	Common Stock	55,123	^{( 8 )}	0	D
CAP Units (2006)	^{( 2 )}	05/30/2008		D			52,389	11/30/2011	11/30/2011 ^{( 6 )}	Common Stock	52,389	^{( 9 )}	0	D
Emp. Stock Option (Rt. to Buy)	$64	05/30/2008		D			40,000	11/29/2005	11/29/2012	Common Stock	40,000	^{( 10 )}	0	D
Emp. Stock Option (Rt. to Buy)	$73.75	05/30/2008		D			60,365	12/15/2003	12/15/2013	Common Stock	60,365	^{( 11 )}	0	D
Emp. Stock Option (Rt. to Buy)	$116.5	05/30/2008		D			33,673	12/22/2005	12/22/2015	Common Stock	33,673	^{( 12 )}	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 2,177 shares of JPMorgan Chase common stock having a market value of $9.35 per share on the effective date of the merger.

2. This type of derivative security typically does not have a conversion or exercise price

3. The shares of common stock underlying the CAP Units will be distributed on or about 11/30/2008

4. The CAP Units were converted in the merger into 152 CAP Units of JPMorgan Chase.

5. The CAP Units were converted in the merger into 24,869 CAP Units of JPMorgan Chase.

6. In connection with the merger, the deferral period for the CAP Units will be accelerated and the shares of common stock underlying the CAP Units will be distributed on or about 1/15/2009.

7. The CAP Units were converted in the merger into 17,572 CAP Units of JPMorgan Chase.

8. The CAP Units were converted in the merger into 11,990 CAP Units of JPMorgan Chase.

9. The CAP Units were converted in the merger into 11,396 CAP Units of JPMorgan Chase.

10. This option was converted in the merger into an option to purchase 8,701 shares of JPMorgan Chase common stock for $294.21 per share.

11. This option was converted in the merger into an option to purchase 13,131 shares of JPMorgan Chase common stock for $339.03 per share.

12. This option was converted in the merger into an option to purchase 7,324 shares of JPMorgan Chase common stock for $535.56 per share.

13. This option was converted in the merger into an option to purchase 4,593 shares of JPMorgan Chase common stock for $759.99 per share.

14. This option was converted in the merger into an option to purchase 4,961 shares of JPMorgan Chase common stock for $228.13 per share.

15. This option was converted in the merger into an option to purchase 6,869 shares of JPMorgan Chase common stock for $261.48 per share.

16. This option was converted in the merger into an option to purchase 9,985 shares of JPMorgan Chase common stock for $471.89 per share

	/s/ Mayer, Jeffrey	06/02/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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