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 * Mayer Jeffrey	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
(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		10008	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
Emp. Stock Option (rt. to buy)	$165.32	5/30/2008		D			21117	12/20/2006	12/20/2016	Common Stock	21117.00	(13)	0.00	D
Employee Stock Option (Right to Buy)	$49.63	5/30/2008		D			22807	12/11/2003	12/11/2010	Common Stock	22807.00	(14)	0.00	D
Employee Stock Option (Right to Buy)	$56.88	5/30/2008		D			31581	12/17/2004	12/17/2011	Common Stock	31581.00	(15)	0.00	D
Employee Stock Option (Right to Buy)	$102.65	5/30/2008		D			45903	12/28/2004	12/28/2014	Common Stock	45903.00	(16)	0.00	D
CAP Units (2002)	(2)	5/30/2008		D			701	11/30/2007	11/30/2007   (3)	Common Stock	701.00	(4)	0.00	D
CAP Units (2003)	(2)	5/30/2008		D			113501	11/30/2008	11/30/2008   (3)	Common Stock	113501.00	(5)	0.00	D
CAP Units (2004)	(2)	5/30/2008		D			80780	11/30/2009	11/30/2009   (6)	Common Stock	80780.00	(7)	0.00	D
CAP Units (2005)	(2)	5/30/2008		D			55123	11/30/2010	11/30/2010   (6)	Common Stock	55123.00	(8)	0.00	D
CAP Units (2006)	(2)	5/30/2008		D			52389	11/30/2011	11/30/2011   (6)	Common Stock	52389.00	(9)	0.00	D
Emp. Stock Option (Rt. to Buy)	$64.00	5/30/2008		D			40000	11/29/2005	11/29/2012	Common Stock	40000.00	(10)	0.00	D
Emp. Stock Option (Rt. to Buy)	$73.75	5/30/2008		D			60365	12/15/2003	12/15/2013	Common Stock	60365.00	(11)	0.00	D
Emp. Stock Option (Rt. to Buy)	$116.50	5/30/2008		D			33673	12/22/2005	12/22/2015	Common Stock	33673.00	(12)	0.00	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

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mayer Jeffrey C/O BEAR, STEARNS & CO. INC. 383 MADISON AVENUE NEW YORK, NY 10179			Executive Vice President

Signatures
/s/ Mayer, Jeffrey		6/2/2008
** Signature of Reporting Person		Date

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*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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