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^*

CAYNE JAMES E

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Chairman of the Board

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)

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 (Right to Buy)	$73.75	05/30/2008		D			256,143	12/15/2006	12/15/2013	Common Stock	256,143	^{( 9 )}	0	D
Emp. Stock Option (Rt. to Buy)	$116.5	05/30/2008		D			56,573	12/22/2008	12/22/2015	Common Stock	56,573	^{( 10 )}	0	D
Emp. stock option (rt. to buy)	$165.32	05/30/2008		D			35,788	12/20/2009	12/20/2016	Common Stock	35,788	^{( 11 )}	0	D
Employee Stock Option (Right to Buy)	$38.75	05/30/2008		D			72,427	01/10/2003	01/10/2010	Common Stock	72,427	^{( 12 )}	0	D
Employee Stock Option (Right to Buy)	$49.63	05/30/2008		D			108,856	12/11/2003	12/11/2010	Common Stock	108,856	^{( 13 )}	0	D
Employee Stock Option (Right to Buy)	$56.88	05/30/2008		D			30,581	12/17/2004	12/17/2011	Common Stock	30,581	^{( 14 )}	0	D
Employee Stock Option (Right to Buy)	$64	05/30/2008		D			68,000	11/30/2005	11/30/2012	Common Stock	68,000	^{( 15 )}	0	D
Employee Stock Option (Rt. to Buy 07)	$102.65	05/30/2008		D			168,585	12/28/2007	12/28/2014	Common Stock	168,585	^{( 16 )}	0	D
CAP Units (2002)	^{( 1 )}	05/30/2008		D			1,182	11/30/2007	11/30/2007 ^{( 2 )}	Common Stock	1,182	^{( 3 )}	0	D
CAP Units (2003)	^{( 1 )}	05/30/2008		D			173,079	11/30/2008	11/30/2008 ^{( 2 )}	Common Stock	173,079	^{( 4 )}	0	D
CAP Units (2004)	^{( 1 )}	05/30/2008		D			105,749	11/30/2009	11/30/2009 ^{( 5 )}	Common Stock	105,749	^{( 6 )}	0	D
CAP Units (2005)	^{( 1 )}	05/30/2008		D			94,959	11/30/2010	11/30/2010 ^{( 5 )}	Common Stock	94,959	^{( 7 )}	0	D
CAP Units (2006)	^{( 1 )}	05/30/2008		D			90,373	11/30/2011	11/30/2011 ^{( 5 )}	Common Stock	90,373	^{( 8 )}	0	D

Explanation of Responses:

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

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

3. The CAP Units were converted in the merger into 257 CAP Units of JPMorgan Chase.

4. The CAP Units were converted in the merger into 37,649 CAP Units of JPMorgan Chase.

5. 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.

6. The CAP Units were converted in the merger into 23,003 CAP Units of JPMorgan Chase.

7. The CAP Units were converted in the merger into 20,656 CAP Units of JPMorgan Chase.

8. The CAP Units were converted in the merger into 19,658 CAP Units of JPMorgan Chase.

9. This option was converted in the merger into an option to purchase 55,718 shares of JPMorgan Chase common stock for $339.03 per share.

10. This option was converted in the merger into an option to purchase 12,306 shares of JPMorgan Chase common stock for $535.56 per share.

11. This option was converted in the merger into an option to purchase 7,784 shares of JPMorgan Chase common stock for $759.99 per shar

12. This option was converted in the merger into an option to purchase 15,755 shares of JPMorgan Chase common stock for $178.14 per share.

13. This option was converted in the merger into an option to purchase 23,679 shares of JPMorgan Chase common stock for $228.13 per share.

14. This option was converted in the merger into an option to purchase 6,652 shares of JPMorgan Chase common stock for $261.48 per share.

15. This option was converted in the merger into an option to purchase 14,792 shares of JPMorgan Chase common stock for $294.21 per share.

16. This option was converted in the merger into an option to purchase 36,672 shares of JPMorgan Chase common stock for $471.89 per share.

	/s/ Cayne, James E.	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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