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 * NICKELL FRANK T	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)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O KELSO & COMPANY, 320 PARK AVENUE, 24TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 5/30/2008
(Street) NEW YORK, NY 10022 (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		33501	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
Non-Emp. Dir. Stock Options (rt. to buy)	$99.50	5/30/2008		D			188	8/28/2005	2/28/2015	Common Stock	188.00	(17)	0.00	D
non-emp. dir. stock options (rt. to buy)	$99.07	5/30/2008		D			2043	10/7/2005	4/7/2015	Common Stock	2043.00	(18)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to Buy)	$77.27	5/30/2008		D			242	11/30/2003	5/31/2013	Common Stock	242.00	(9)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to Buy)	$69.98	5/30/2008		D			267	3/1/2004	8/29/2013	Common Stock	267.00	(10)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to Buy)	$72.46	5/30/2008		D			258	5/28/2004	11/28/2013	Common Stock	258.00	(11)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to Buy)	$87.84	5/30/2008		D			213	8/27/2004	2/27/2014	Common Stock	213.00	(12)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to Buy)	$87.68	5/30/2008		D			1492	9/30/2004	3/31/2014	Common Stock	1492.00	(13)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to Buy)	$81.06	5/30/2008		D			231	11/28/2004	5/28/2014	Common Stock	231.00	(14)	0.00	D
Non-Emp. Dir. Stock Options (rt. to buy)	$87.92	5/30/2008		D			213	2/28/2005	8/31/2014	Common Stock	213.00	(15)	0.00	D
Non-Emp. Dir. Stock Options (rt. to buy)	$97.58	5/30/2008		D			192	5/31/2005	11/30/2014	Common Stock	192.00	(16)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to Buy)	$100.50	5/30/2008		D			186	2/28/2006	8/31/2015	Common Stock	186.00	(19)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to buy)	$110.99	5/30/2008		D			168	5/31/2006	11/30/2015	Common Stock	168.00	(20)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to Buy)	$134.44	5/30/2008		D			139	8/26/2006	2/28/2016	Common Stock	139.00	(21)	0.00	D
Non-Emp. Dir. Stock Options (Rt. to Buy)	$142.37	5/30/2008		D			1422	10/11/2006	4/11/2016	Common Stock	1422.00	(22)	0.00	D
Non-Emp. Dir. Stock Options (rt. to buy)	$133.75	5/30/2008		D			140	11/30/2006	5/31/2016	Common Stock	140.00	(23)	0.00	D
Non-Employee Director Restricted Stock Units	(2)	5/30/2008		D			669	9/26/2003	9/26/2003	Common Stock	669.00	(24)	0.00	D
Non-Employee Director Stock Option	$41.50	5/30/2008		D			3000	3/29/2001	3/15/2010	Common Stock	3000.00	(25)	0.00	D
Non-Employee Director Stock Option	$45.74	5/30/2008		D			3000	3/30/2001	3/30/2011	Common Stock	3000.00	(26)	0.00	D
Non-Employee Director Stock Option (right to buy)	$62.15	5/30/2008		D			2051	9/27/2002	3/27/2012	Common Stock	2051.00	(27)	0.00	D
Non-Employee Director Stock Option (Right to Buy)	$66.70	5/30/2008		D			1911	9/26/2003	3/27/2013	Common Stock	1911.00	(28)	0.00	D
Non-Employee Director Stock Options (right to buy)	$60.05	5/30/2008		D			312	11/30/2002	5/31/2012	Common Stock	312.00	(29)	0.00	D
Non-Employee Director Stock Options (Right to buy)	$63.93	5/30/2008		D			293	2/28/2003	8/31/2012	Common Stock	293.00	(30)	0.00	D
Non-Employee Director Stock Options (Right to buy)	$64.00	5/30/2008		D			292	5/30/2003	11/30/2012	Common Stock	292.00	(31)	0.00	D
Non-Employee Director Stock Options (right to buy)	$62.64	5/30/2008		D			299	8/28/2003	2/28/2013	Common Stock	299.00	(32)	0.00	D
Non-Emp. Dir. Restr. Stock Units	(2)	5/30/2008		D			517	9/30/2004	9/30/2004	Common Stock	517.00	(3)	0.00	D
non-emp. dir. restr. stock units	(2)	5/30/2008		D			701	10/7/2005	10/7/2005	Common Stock	701.00	(4)	0.00	D
Non-Emp. Dir. Restricted Stock Units	(2)	5/30/2008		D			483	10/11/2006	10/11/2006	Common Stock	483.00	(5)	0.00	D
non-emp. dir. restricted stock units	(2)	5/30/2008		D			506	10/18/2007	10/18/2007	Common Stock	506.00	(6)	0.00	D
Non-emp. dir. stock options (rt to buy)	$99.04	5/30/2008		D			189	11/30/2005	5/31/2015	Common Stock	189.00	(7)	0.00	D
non-emp. dir. stock options (rt to buy)	$157.02	5/30/2008		D			1200	10/18/2007	4/18/2017	Common Stock	1200.00	(8)	0.00	D

Explanation of Responses:
( 1)	Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 7,287 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 Restricted Stock Units were converted in the merger into 112 Restricted Stock Units of JPMorgan Chase.
( 4)	The Restricted Stock Units were converted in the merger into 152 Restricted Stock Units of JPMorgan Chase.
( 5)	The Restricted Stock Units were converted in the merger into 105 Restricted Stock Units of JPMorgan Chase.
( 6)	The Restricted Stock Units were converted in the merger into 109 Restricted Stock Units of JPMorgan Chase.
( 7)	This option was converted in the merger into an option to purchase 41 shares of JPMorgan Chase common stock for $455.29 per share.
( 8)	This option was converted in the merger into an option to purchase 261 shares of JPMorgan Chase common stock for $721.83 per share.
( 9)	This option was converted in the merger into an option to purchase 52 shares of JPMorgan Chase common stock for $355.22 per share.
( 10)	This option was converted in the merger into an option to purchase 58 shares of JPMorgan Chase common stock for $321.70 per share.
( 11)	This option was converted in the merger into an option to purchase 56 shares of JPMorgan Chase common stock for $333.10 per share.
( 12)	This option was converted in the merger into an option to purchase 46 shares of JPMorgan Chase common stock for $403.81 per share.
( 13)	This option was converted in the merger into an option to purchase 324 shares of JPMorgan Chase common stock for $403.07 per share.
( 14)	This option was converted in the merger into an option to purchase 50 shares of JPMorgan Chase common stock for $372.64 per share.
( 15)	This option was converted in the merger into an option to purchase 46 shares of JPMorgan Chase common stock for $404.17 per share.
( 16)	This option was converted in the merger into an option to purchase 41 shares of JPMorgan Chase common stock for $448.58 per share.
( 17)	This option was converted in the merger into an option to purchase 40 shares of JPMorgan Chase common stock for $457.41 per share
( 18)	This option was converted in the merger into an option to purchase 444 shares of JPMorgan Chase common stock for $455.45 per share.
( 19)	This option was converted in the merger into an option to purchase 40 shares of JPMorgan Chase common stock for $462.01 per share.
( 20)	This option was converted in the merger into an option to purchase 36 shares of JPMorgan Chase common stock for $510.23 per share.
( 21)	This option was converted in the merger into an option to purchase 30 shares of JPMorgan Chase common stock for $618.03 per share.
( 22)	This option was converted in the merger into an option to purchase 309 shares of JPMorgan Chase common stock for $654.48 per share.
( 23)	This option was converted in the merger into an option to purchase 30 shares of JPMorgan Chase common stock for $614.86 per share.
( 24)	The Restricted Stock Units were converted in the merger into 145 Restricted Stock Units of JPMorgan Chase.
( 25)	This option was converted in the merger into an option to purchase 652 shares of JPMorgan Chase common stock for $190.78 per share.
( 26)	This option was converted in the merger into an option to purchase 652 shares of JPMorgan Chase common stock for $210.27 per share.
( 27)	This option was converted in the merger into an option to purchase 446 shares of JPMorgan Chase common stock for $285.71 per share.
( 28)	This option was converted in the merger into an option to purchase 415 shares of JPMorgan Chase common stock for $306.61 per share.
( 29)	This option was converted in the merger into an option to purchase 67 shares of JPMorgan Chase common stock for $276.05 per share.
( 30)	This option was converted in the merger into an option to purchase 63 shares of JPMorgan Chase common stock for $293.89 per share.
( 31)	This option was converted in the merger into an option to purchase 63 shares of JPMorgan Chase common stock for $294.21 per share.
( 32)	This option was converted in the merger into an option to purchase 65 shares of JPMorgan Chase common stock for $287.96 per share.

Remarks: Form 1 of 2

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NICKELL FRANK T C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022	X

Signatures
/s/ Nickell, Frank T.		6/2/2008
** Signature of Reporting Person		Date

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