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

FORM 4 [ ] 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 * J P MORGAN CHASE & CO	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                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 270 PARK AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/29/2008
(Street) NEW YORK, NY 10017 (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	5/29/2008		X		1300	A	$60	119060475	D   (1)
Common Stock	5/29/2008		X		800	A	$100	119061275	D   (1)

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
Options to Sell Common Stock (Short Position)	$60	5/29/2008		X			1300	4/7/2008	1/15/2010	Common Stock	1300	$60	12500	I	by subsidiary
Options to Sell Common Stock (Short Position)	$100	5/29/2008		X			800	4/7/2008	1/15/2010	Common Stock	800	$100	8300	I	by subsidiary
Option to Buy Common Stock (Short Position)	$110	5/30/2008		P			168900	4/7/2008	1/16/2010	Common Stock	168900	$.01	0	I	by subsidiary
Option to Buy Common Stock (Short Position)	$100	5/30/2008		P			590700	4/7/2008	1/17/2009	Common Stock	590700	$.01	0	I	by subsidiary
Option to Buy Common Stock (Short Position)	$105	5/30/2008		P			205600	4/7/2008	1/17/2009	Common Stock	205600	$.01	0	I	by subsidiary
Option to Buy Common Stock (Short Position)	$110	5/30/2008		P			608500	4/7/2008	1/17/2009	Common Stock	608500	$.01	0	I	by subsidiary
$183,000 Reverse Exchangeables Notes	(2)	5/30/2008		J  (2)			0   (2)	(2)	5/30/2008	See footnote   (2)	(2)	$0	0	I	by subsidiary

Explanation of Responses:
( 1)	Includes the indirect beneficial ownership of 2,100 shares owned by J.P. Morgan Whitefriars Inc., a wholly owned subsidiary of the Reporting Person.
( 2)	Pursuant to the terms of these Notes, the Reporting Person was obligated to deliver on the expiration date the number of shares of common stock of the Issuer ("Common Stock") equal to $183,000 divided by $147.55, plus accrued unpaid interest, or the cash value thereof. The Notes were settled as of May 30, 2008 by delivering $71.74 in cash per $1,000 principal amount of the Notes.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
J P MORGAN CHASE & CO 270 PARK AVENUE NEW YORK, NY 10017		X

Signatures
/s/ Anthony J. Horan		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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