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 ^* MOLINARO SAMUEL L JR	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) EVP/CFO/COO
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/30/2008		D		38022	D	⁽¹⁾	0.00	D
Common Stock	5/30/2008		D		1211	D	⁽²⁾	0.00	I	By ESOP
Common Stock	5/30/2008		D		43450	D	⁽³⁾	0.00	I	Joint with wife

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
CAP Units (2002)	⁽⁴⁾	5/30/2008		D			448	11/30/2007	11/30/2007 ⁽⁵⁾	Common Stock	448.00	⁽⁶⁾	0.00	D
CAP Units (2003)	⁽⁴⁾	5/30/2008		D			75382	11/30/2008	11/30/2008 ⁽⁵⁾	Common Stock	75382.00	⁽⁷⁾	0.00	D
CAP Units (2004)	⁽⁴⁾	5/30/2008		D			55251	11/30/2009	11/30/2009 ⁽⁸⁾	Common Stock	55251.00	⁽⁹⁾	0.00	D
CAP Units (2005)	⁽⁴⁾	5/30/2008		D			58360	11/30/2010	11/30/2010 ⁽⁸⁾	Common Stock	58360.00	⁽¹⁰⁾	0.00	D
CAP Units (2006)	⁽⁴⁾	5/30/2008		D			66821	11/30/2011	11/30/2011 ⁽⁸⁾	Common Stock	66821.00	⁽¹¹⁾	0.00	D
Emp. Stock Option (Right to Buy)	$73.75	5/30/2008		D			116582	12/15/2006	12/15/2013	Common Stock	116582.00	⁽¹²⁾	0.00	D
Emp. Stock Option (Rt. to Buy)	$116.50	5/30/2008		D			35534	12/22/2008	12/22/2015	Common Stock	35534.00	⁽¹³⁾	0.00	D
Emp. stock option (rt. to buy)	$165.32	5/30/2008		D			26691	12/20/2009	12/20/2016	Common Stock	26691.00	⁽¹⁴⁾	0.00	D
Employee Stock Option (Right to Buy)	$38.75	5/30/2008		D			5571	1/10/2003	1/10/2010	Common Stock	5571.00	⁽¹⁵⁾	0.00	D
Employee Stock Option (Right to Buy)	$49.63	5/30/2008		D			21877	12/11/2003	12/11/2010	Common Stock	21877.00	⁽¹⁶⁾	0.00	D
Employee Stock Option (Right to Buy)	$56.88	5/30/2008		D			15605	12/17/2004	12/17/2011	Common Stock	15605.00	⁽¹⁷⁾	0.00	D
Employee Stock Option (Right to Buy)	$64.00	5/30/2008		D			30000	11/30/2005	11/30/2012	Common Stock	30000.00	⁽¹⁸⁾	0.00	D
Employee Stock Option (Rt. to Buy 07)	$102.65	5/30/2008		D			92895	12/28/2007	12/28/2014	Common Stock	92895.00	⁽¹⁹⁾	0.00	D

Explanation of Responses:
( 1)	Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 8,270 shares of JPMorgan Chase common stock having a market value of $9.35 per share on the effective date of the merger.
( 2)	Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 263 shares of JPMorgan Chase common stock having a market value of $9.35 per share on the effective date of the merger
( 3)	Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 9,451 shares of JPMorgan Chase common stock having a market value of $9.35 per share on the effective date of the merger.
( 4)	This type of derivative security typically does not have a conversion or exercise price
( 5)	The shares of common stock underlying the CAP Units will be distributed on or about 11/30/2008
( 6)	The CAP Units were converted in the merger into 97 CAP Units of JPMorgan Chase.
( 7)	The CAP Units were converted in the merger into 16,397 CAP Units of JPMorgan Chase.
( 8)	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.
( 9)	The CAP Units were converted in the merger into 12,018 CAP Units of JPMorgan Chase.
( 10)	The CAP Units were converted in the merger into 12,695 CAP Units of JPMorgan Chase.
( 11)	The CAP Units were converted in the merger into 14,535 CAP Units of JPMorgan Chase.
( 12)	This option was converted in the merger into an option to purchase 25,360 shares of JPMorgan Chase common stock for $339.03 per share.
( 13)	This option was converted in the merger into an option to purchase 7,729 shares of JPMorgan Chase common stock for $535.56 per share.
( 14)	This option was converted in the merger into an option to purchase 5,806 shares of JPMorgan Chase common stock for $759.99 per share.
( 15)	This option was converted in the merger into an option to purchase 1,211 shares of JPMorgan Chase common stock for $178.14 per share.
( 16)	This option was converted in the merger into an option to purchase 4,758 shares of JPMorgan Chase common stock for $228.13 per share.
( 17)	This option was converted in the merger into an option to purchase 3,394 shares of JPMorgan Chase common stock for $261.48 per share.
( 18)	This option was converted in the merger into an option to purchase 6,525 shares of JPMorgan Chase common stock for $294.21 per share.
( 19)	This option was converted in the merger into an option to purchase 20,207 shares of JPMorgan Chase common stock for $471.89 per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOLINARO SAMUEL L JR C/O BEAR, STEARNS & CO. INC. 383 MADISON AVENUE NEW YORK, NY 10179			EVP/CFO/COO

Signatures
/s/ Molinaro Jr., Samuel L.		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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