Bear Stearns Companies Inc - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * SCHWARTZ ALAN D	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 __ X __ Officer (give title below)      _____ Other (specify below) CEO, President
(Last)          (First)          (Middle) C/O BEAR, STEARNS & CO. INC., 383 MADISON AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/30/2008
(Street) NEW YORK, NY 10179 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	5/30/2008		D		1026680	D	(1)	0.00	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
CAP Units (2002)	(2)	5/30/2008		D			1107	11/30/2007	11/30/2007   (3)	Common Stock	1107.00	(4)	0.00	D
CAP Units (2003)	(2)	5/30/2008		D			163393	11/30/2008	11/30/2008   (3)	Common Stock	163393.00	(5)	0.00	D
CAP Units (2004)	(2)	5/30/2008		D			99655	11/30/2009	11/30/2009   (6)	Common Stock	99655.00	(7)	0.00	D
CAP Units (2005)	(2)	5/30/2008		D			89875	11/30/2010	11/30/2010   (6)	Common Stock	89875.00	(8)	0.00	D
CAP Units (2006)	(2)	5/30/2008		D			85350	11/30/2011	11/30/2011   (6)	Common Stock	85350.00	(9)	0.00	D
Emp. Stock Option (Right to Buy)	$73.75	5/30/2008		D			242307	12/15/2006	12/15/2013	Common Stock	242307.00	(10)	0.00	D
Emp. Stock Option (Rt. to Buy)	$116.50	5/30/2008		D			53650	12/22/2008	12/22/2015	Common Stock	53650.00	(11)	0.00	D
Emp. stock option (rt. to buy)	$165.32	5/30/2008		D			33847	12/20/2009	12/20/2016	Common Stock	33847.00	(12)	0.00	D
Employee Stock Option (Right to Buy)	$38.75	5/30/2008		D			57500	1/10/2003	1/10/2010	Common Stock	57500.00	(13)	0.00	D
Employee Stock Option (Right to Buy)	$49.63	5/30/2008		D			86354	12/11/2003	12/11/2010	Common Stock	86354.00	(14)	0.00	D
Employee Stock Option (Right to Buy)	$56.88	5/30/2008		D			28934	12/17/2004	12/17/2011	Common Stock	28934.00	(15)	0.00	D
Employee Stock Option (Right to Buy)	$64.00	5/30/2008		D			65000	11/30/2005	11/30/2012	Common Stock	65000.00	(16)	0.00	D
Employee Stock Option (Rt. to Buy 07)	$102.65	5/30/2008		D			159784	12/28/2007	12/28/2014	Common Stock	159784.00	(17)	0.00	D

Explanation of Responses:
( 1)	Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 223,333 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 240 CAP Units of JPMorgan Chase.
( 5)	The CAP Units were converted in the merger into 35,542 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 21,677 CAP Units of JPMorgan Chase.
( 8)	The CAP Units were converted in the merger into 19,550 CAP Units of JPMorgan Chase.
( 9)	The CAP Units were converted in the merger into 18,566 CAP Units of JPMorgan Chase.
( 10)	This option was converted in the merger into an option to purchase 52,709 shares of JPMorgan Chase common stock for $339.03 per share.
( 11)	This option was converted in the merger into an option to purchase 11,670 shares of JPMorgan Chase common stock for $535.56 per share.
( 12)	This option was converted in the merger into an option to purchase 7,362 shares of JPMorgan Chase common stock for $759.99 per share.
( 13)	This option was converted in the merger into an option to purchase 12,507 shares of JPMorgan Chase common stock for $178.14 per share.
( 14)	This option was converted in the merger into an option to purchase 18,784 shares of JPMorgan Chase common stock for $228.13 per share.
( 15)	This option was converted in the merger into an option to purchase 6,294 shares of JPMorgan Chase common stock for $261.48 per share.
( 16)	This option was converted in the merger into an option to purchase 14,139 shares of JPMorgan Chase common stock for $294.21 per share
( 17)	This option was converted in the merger into an option to purchase 34,757 shares of JPMorgan Chase common stock for $471.89 per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHWARTZ ALAN D C/O BEAR, STEARNS & CO. INC. 383 MADISON AVENUE NEW YORK, NY 10179	X		CEO, President

Signatures
/s/ Schwartz, Alan D.		6/2/2008
** Signature of Reporting Person		Date

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