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 ^* Bienen Henry S	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 NORTHWESTERN UNIVERSITY, 633 CLARK STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/30/2008
(Street) EVANSTON, IL 602081100 (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		2043	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)
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)
Non-Emp. Dir. Restr. Stock Units	⁽²⁾	5/30/2008		D			64	8/28/2005	8/28/2005	Common Stock	64.00	⁽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. restr. stock units	⁽²⁾	5/30/2008		D			65	11/30/2005	11/30/2005	Common Stock	65.00	⁽⁵⁾	0.00	D
Non-Emp. Dir. Restr. Stock Units	⁽²⁾	5/30/2008		D			63	2/28/2006	2/28/2006	Common Stock	63.00	⁽⁶⁾	0.00	D
Non-Emp. Dir. Restr. Stock Units	⁽²⁾	5/30/2008		D			57	5/31/2006	5/31/2006	Common Stock	57.00	⁽⁷⁾	0.00	D
Non-Emp. Dir. Restr. Stock Units	⁽²⁾	5/30/2008		D			47	8/28/2006	8/28/2006	Common Stock	47.00	⁽⁸⁾	0.00	D
Non-Emp. Dir. Restr. Stock Units	⁽²⁾	5/30/2008		D			48	2/28/2007	2/28/2007	Common Stock	48.00	⁽⁹⁾	0.00	D
Non-Emp. Dir. Restr. Stock Units	⁽²⁾	5/30/2008		D			41	5/31/2007	5/31/2007	Common Stock	41.00	⁽¹⁰⁾	0.00	D
Non-Emp. Dir. Restr. Stock Units	⁽²⁾	5/30/2008		D			78	8/29/2008	8/29/2008	Common Stock	78.00	⁽¹¹⁾	0.00	D
Non-Emp. Dir. Restricted Stock Units	⁽²⁾	5/30/2008		D			50	5/31/2005	5/31/2005	Common Stock	50.00	⁽¹²⁾	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	⁽¹³⁾	0.00	D
Non-Emp. Dir. Restricted Stock Units	⁽²⁾	5/30/2008		D			47	11/30/2006	11/30/2006	Common Stock	47.00	⁽¹⁴⁾	0.00	D
non-emp. dir. restricted stock units	⁽²⁾	5/30/2008		D			41	8/28/2007	8/28/2007	Common Stock	41.00	⁽¹⁰⁾	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	⁽¹⁵⁾	0.00	D
Non-emp. dir. Restricted Stock Units	⁽²⁾	5/30/2008		D			41	11/30/2007	11/30/2007	Common Stock	41.00	⁽¹⁶⁾	0.00	D
Non-Emp. Dir. Restricted Stock Units	⁽²⁾	5/30/2008		D			57	2/29/2008	2/29/2008	Common Stock	57.00	⁽¹⁷⁾	0.00	D
Non-Emp. Dir. Restricted Stock Units	⁽²⁾	5/30/2008		D			62	5/30/2008	5/30/2008	Common Stock	62.00	⁽¹⁸⁾	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	⁽¹⁹⁾	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	⁽²⁰⁾	0.00	D

Explanation of Responses:
( 1)	Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 444 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 13 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 14 Restricted Stock Units of JPMorgan Chase.
( 6)	The Restricted Stock Units were converted in the merger into 13 Restricted Stock Units of JPMorgan Chase.
( 7)	The Restricted Stock Units were converted in the merger into 12 Restricted Stock Units of JPMorgan Chase.
( 8)	The Restricted Stock Units were converted in the merger into 10 Restricted Stock Units of JPMorgan Chase.
( 9)	The Restricted Stock Units were converted in the merger into 10 Restricted Stock Units of JPMorgan Chase.
( 10)	The Restricted Stock Units were converted in the merger into 9 Restricted Stock Units of JPMorgan Chase.
( 11)	The Restricted Stock Units were converted in the merger into 16 Restricted Stock Units of JPMorgan Chase.
( 12)	The Restricted Stock Units were converted in the merger into 10 Restricted Stock Units of JPMorgan Chase.
( 13)	The Restricted Stock Units were converted in the merger into 105 Restricted Stock Units of JPMorgan Chase.
( 14)	The Restricted Stock Units were converted in the merger into 10 Restricted Stock Units of JPMorgan Chase.
( 15)	The Restricted Stock Units were converted in the merger into 109 Restricted Stock Units of JPMorgan Chase.
( 16)	The Restricted Stock Units were converted in the merger into 8 Restricted Stock Units of JPMorgan Chase.
( 17)	The Restricted Stock Units were converted in the merger into 12 Restricted Stock Units of JPMorgan Chase.
( 18)	The Restricted Stock Units were converted in the merger into 13 Restricted Stock Units of JPMorgan Chase.
( 19)	This option was converted in the merger into an option to purchase 261 shares of JPMorgan Chase common stock for $721.83 per share.
( 20)	This option was converted in the merger into an option to purchase 309 shares of JPMorgan Chase common stock for $654.48 per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bienen Henry S C/O NORTHWESTERN UNIVERSITY 633 CLARK STREET EVANSTON, IL 602081100	X

Signatures
/s/ Bienen, Henry S.		6/2/2008
^** Signature of Reporting Person		Date

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