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 * CAYNE JAMES E	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
(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

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 (Right to Buy)	$73.75	5/30/2008		D			256143	12/15/2006	12/15/2013	Common Stock	256143.00	(9)	0.00	D
Emp. Stock Option (Rt. to Buy)	$116.50	5/30/2008		D			56573	12/22/2008	12/22/2015	Common Stock	56573.00	(10)	0.00	D
Emp. stock option (rt. to buy)	$165.32	5/30/2008		D			35788	12/20/2009	12/20/2016	Common Stock	35788.00	(11)	0.00	D
Employee Stock Option (Right to Buy)	$38.75	5/30/2008		D			72427	1/10/2003	1/10/2010	Common Stock	72427.00	(12)	0.00	D
Employee Stock Option (Right to Buy)	$49.63	5/30/2008		D			108856	12/11/2003	12/11/2010	Common Stock	108856.00	(13)	0.00	D
Employee Stock Option (Right to Buy)	$56.88	5/30/2008		D			30581	12/17/2004	12/17/2011	Common Stock	30581.00	(14)	0.00	D
Employee Stock Option (Right to Buy)	$64.00	5/30/2008		D			68000	11/30/2005	11/30/2012	Common Stock	68000.00	(15)	0.00	D
Employee Stock Option (Rt. to Buy 07)	$102.65	5/30/2008		D			168585	12/28/2007	12/28/2014	Common Stock	168585.00	(16)	0.00	D
CAP Units (2002)	(1)	5/30/2008		D			1182	11/30/2007	11/30/2007   (2)	Common Stock	1182.00	(3)	0.00	D
CAP Units (2003)	(1)	5/30/2008		D			173079	11/30/2008	11/30/2008   (2)	Common Stock	173079.00	(4)	0.00	D
CAP Units (2004)	(1)	5/30/2008		D			105749	11/30/2009	11/30/2009   (5)	Common Stock	105749.00	(6)	0.00	D
CAP Units (2005)	(1)	5/30/2008		D			94959	11/30/2010	11/30/2010   (5)	Common Stock	94959.00	(7)	0.00	D
CAP Units (2006)	(1)	5/30/2008		D			90373	11/30/2011	11/30/2011   (5)	Common Stock	90373.00	(8)	0.00	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CAYNE JAMES E C/O BEAR, STEARNS & CO. INC. 383 MADISON AVENUE NEW YORK, NY 10179	X			Chairman of the Board

Signatures
/s/ Cayne, James E.		6/2/2008
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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