Edgar Filing: BEAR STEARNS COMPANIES INC

PRICING SUPPLEMENT

(To Prospectus Dated April 24, 2003 and
Prospectus Supplement Dated April 24, 2003)

$11,111,000

The Bear Stearns Companies Inc.
Medium-Term Notes, Series B

o The Medium-Term Notes are unsecured o The Final Equity Value by which to
debt securities of The Bear Stearns calculate the above formula is the
Companies Inc. average closing price of a share of
common stock of Tyco International
o The Medium-Term Notes are linked to the Ltd. (ticker "TYC"), as reported on
value of the common stock of Tyco the New York Stock Exchange, for
International Ltd. as reported on the the 3 Business Days prior to and
New York Stock Exchange. Tyco including the Calculation Date. The
International Ltd. is not involved in Calculation Date will be July 9,
this offering and has no obligations 2010, assuming the Medium-Term
with respect to the Medium-Term Notes. Notes are held to maturity.

o The Medium-Term Notes will be
o The Medium-Term Notes will be subject to early redemption at the
book-entry. investor's option, at an amount per
note equal to: (principal amount /
o The maturity date is July 23, 2010. We 21.2495) x the Final Equity Value
will not make any payments on the on the Conversion Calculation
Medium-Term Notes prior to maturity, Date. The Conversion Calculation
unless you elect to convert the Date will be the 4th Business Day
Medium-Term Notes or we exercise our following our receipt of the
call right prior to the maturity date. investor's notice of its intention
to convert its Medium-Term Notes to
o Minimum denominations of $1,000 cash. No conversion notice may be
increased in multiples of $1,000. The given after we have specified a
Medium-Term Notes initially will be call date on which we will redeem
offered to the public at a premium of the Medium-Term Notes.
108% of their principal amount.
o The Medium-Term Notes will also be
o The Medium-Term Notes are 100% subject to early redemption at our
principal protected if held to option, after July 10, 2007. We
maturity. On the maturity date, we will provide 4 Business Days' prior
will pay to you an amount per note written notice of the call date on
equal to the greater of: which we will redeem the
Medium-Term Notes. The amount
(1) principal amount; payable on the call date will be an
amount per note equal to the amount
(2) (principal amount / 21.2495) x the that would be payable to you on the
Final Equity Value. maturity date, but using the third
Business Day after the date that
notice of redemption is given as
the Calculation Date.

Investment in the Medium-Term Notes involves certain risks. You should refer
to "Risk Factors" beginning on page PS-6 of this Pricing Supplement.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Pricing Supplement. Any representation to the
contrary is a criminal offense.

We expect that the Medium-Term Notes will be ready for delivery in book-entry
form only through the book-entry facilities of The Depository Trust Company in
New York, New York, on or about July 24, 2003 against payment in immediately
available funds. The distribution of the Medium-Term Notes will conform to the
requirements set forth in Rule 2720 of the NASD Conduct Rules.

Bear, Stearns & Co. Inc.
July 10, 2003

CERTAIN DEFINITIONS

Unless otherwise stated in this pricing supplement:

o the "Company," "we," "us" and "our" refer to The Bear Stearns Companies Inc.
and its subsidiaries;

o "Bear Stearns" refers to Bear, Stearns & Co. Inc.;

o "BSSC" refers to Bear, Stearns Securities Corp.;

o "Exchange Act" refers to the Securities and Exchange Act of 1934, as
amended;

o "NYSE refers to the New York Stock Exchange;

o "SEC" refers to the Securities and Exchange Commission; and

o `US dollars," "dollars," "US $" and "$" refer to the lawful currency of the
United States of America.

PS-2

SUMMARY INFORMATION

What are the Medium-Term Notes?

The Medium-Term Notes are our senior debt securities and are not secured by
collateral. The Medium-Term Notes will rank equally with all our other unsecured
and unsubordinated debt. The Medium-Term Notes will mature on July 23, 2010.
Because we are a holding company, the Medium-Term Notes will be effectively
subordinated to the claims of creditors of our subsidiaries with respect to
those subsidiaries' assets.

You may only transfer the Medium-Term Notes in denominations of $1,000,
increased in multiples of $1,000. You will not have the right to receive
physical certificates evidencing your ownership. Instead, we will issue the
Medium-Term Notes in the form of a global certificate, which will be held by The
Depository Trust Company ("DTC") or its nominee. Direct and indirect
participants in DTC will record beneficial ownership of the Medium-Term Notes by
individual investors. You should refer to "Description of Notes--Book-Entry
Notes--Registration, Transfer and Payments" in the accompanying Prospectus
Supplement.

Will I receive Interest on the Medium-Term Notes?

We will not make any periodic payments of interest on the Medium-Term Notes.
We will not make any other payments on the Medium-Term Notes until maturity,
unless you elect to convert the Medium-Term Notes or we exercise our call right
prior to the maturity date.

What will I receive at the maturity date of the Medium-Term Notes?

The value of the Medium-Term Notes is tied to the value of the common stock
of Tyco International Ltd. (the "Underlying Securities"), which is listed on
NYSE. We have designed the Medium-Term Notes for investors who want to insure
that their principal is protected but who also want to participate in possible
increases in the value of the Underlying Securities.

At the maturity date, you will receive a payment per Medium-Term Note equal
to the greater of:

(1) principal amount; or

(2) (principal amount / 21.2495) x the Final Equity Value.

The Final Equity Value is the value of the Underlying Security on the
Calculation Date, calculated as the average closing price per share of the
common stock of Tyco International Ltd., as reported on NYSE, for the 3 Business
Days prior to and including the Calculation Date. If the Medium-Term Notes are
held to maturity, the Calculation Date will be July 9, 2010.

As a result, if you hold the Medium-Term Notes until the maturity date, your
initial principal investment is 100% protected. If the value of the Underlying
Securities increases, you may be entitled to a portion of such increase.

Are the Medium-Term Notes Subject to Early Redemption?

Yes. The Medium-Term Notes may be converted into cash, at the option of the
investor on any day after July 24, 2003 which is a trading day on NYSE, other
than a day on which trading is scheduled to close prior to its regular weekday
closing time. If you elect to convert the Medium-Term Notes into cash prior to
the maturity date, you will receive an amount per Medium-Term Note equal to:

(principal amount / 21.2495) x the Final Equity Value on the first Business
Day following the Conversion Calculation Date (as defined below).

The Final Equity Value is the value of the Underlying Security on the
Conversion Calculation Date, based on the average closing price per share of the
common stock of Tyco International Ltd., as reported on NYSE, for the 3

PS-3

Business Days prior to and including the Conversion Calculation Date. The
Conversion Calculation Date will be the 4th Business Day following our receipt
of the investor's irrevocable written notice of its intention to convert its
Medium-Term Notes into cash. Payment of the conversion amount will be made on
the first Business Day following the Conversion Calculation Date. No conversion
notice may be given after we have specified a call date on which we will redeem
the Medium-Term Notes.

If you elect to convert any or all of the Medium-Term Notes you hold into
cash prior to the maturity date, your principal investment is not guaranteed.
The amount paid to you upon conversion will be based upon the value of the
Underlying Security, and may be greater than or less than your initial
investment.

The Medium-Term Notes may be also be called by us, on any day after July 10,
2007. We will provide 4 Business Days' prior written notice of the call date on
which we will redeem the Medium-Term Notes. If we elect to call the Medium-Term
Notes after July 10, 2007 and prior to the maturity date, you will receive a
payment per Medium-Term Note equal to the amount that would be payable to you on
the maturity date, but using the third Business Day after the date that notice
of redemption is given as the Calculation Date.

For more specific information about the Medium-Term Notes, you should refer
to "Description of the Medium-Term Notes."

What Does "Principal Protected" Mean?

"Principal Protected" means that your principal investment in the Medium-Term
Notes will not be at risk due to a decline in the value of the Underlying
Securities if the Medium-Term Notes are held to maturity. You may receive less
than the principal amount of your Medium-Term Notes if you sell or elect to
convert the Medium-Term Notes prior to maturity.

How have the Underlying Securities performed historically?

We have provided tables, beginning on page PS-16, showing the performance of
the Underlying Securities from the first quarter of 1997 through July 10, 2003.
As of July 10, 2003, the closing price for the Underlying Securities on NYSE was
$18.78. We have provided this historical information to help you evaluate the
behavior of the Underlying Securities so that you can make an informed decision
with respect to an investment in the Medium-Term Notes. You should realize,
however, that past performance is not necessarily indicative of how the
Underlying Securities will perform in the future.

Will the Medium-Term Notes be listed on a securities exchange?

No, the Medium-Term Notes will not be listed on any securities exchange. The
Medium-Term Notes will trade in DTC's Same-Day Funds Settlement System.
Accordingly, settlement of any secondary market trading activity for the
Medium-Term Notes will settle in immediately available funds.

How will I be able to find the value of the Medium-Term Notes and the
Underlying Securities?

You may call us at (212) 272-4492 to obtain the value of the Underlying
Securities and the Medium-Term Notes.

PS-4

What is the role of our subsidiary, Bear Stearns?

Our subsidiary, Bear Stearns, will be our calculation agent (the "Calculation
Agent") for purposes of calculating the Final Equity Value. Under certain
circumstances, these duties could result in a conflict of interest between Bear
Stearns' status as our subsidiary and its responsibilities as Calculation Agent.
You should refer to "Risk Factors--Potential Conflicts of Interest Exist because
we control Bear, Stearns & Co. Inc., which will act as the Calculation Agent."

Are there any risks associated with my investment?

Yes, the Medium-Term Notes are subject to certain risks. You should refer to
"Risk Factors" below.

What are the U.S. Federal Income Tax Consequences of Investing in the
Medium-Term Notes?

We intend to treat the Medium-Term Notes as contingent payment debt
instruments for federal income tax purposes. Under this treatment, a U.S. Holder
of a Medium-Term Note will be required to include original issue discount
("OID") in gross income over the term of the Note. The amount of OID includible
in each year is based on our "comparable yield." In addition, we have computed a
"projected payment schedule" that produces the comparable yield. The comparable
yield and the projected payment schedule are neither predictions nor guarantees
of the actual yield on the Medium-Term Notes or the actual payment at maturity.
If the amount we actually pay at maturity is, in fact, less than the amount
reflected on the projected payment schedule, then a U.S. Holder would have
recognized taxable income in periods prior to maturity that exceeds the U.S.
Holder's economic income from holding the Medium-Term Note during such periods
(with an offsetting ordinary loss). If, prior to maturity, a U.S. Holder
converts a Medium-Term Note into cash, disposes of the Medium-Term Note, or the
Medium-Term Note is redeemed, the U.S. Holder will be required to treat any gain
recognized upon the conversion, disposition or redemption of the Medium-Term
Note as ordinary income (rather than capital gain). See "Certain U.S. Federal
Income Tax Considerations" in this pricing supplement and "Certain US Federal
Income Tax Considerations" in the prospectus supplement.

PS-5

RISK FACTORS

You should carefully consider the following risk factors before deciding to
invest in the Medium-Term Notes. All disclosure contained in this Pricing
Supplement regarding the risks related to Tyco International Ltd. is derived
from publicly available information. Neither we nor Bear Stearns take any
responsibility for the accuracy or completeness of such information. Copies of
registration statements, reports and other information filed by Tyco
International Ltd. may be inspected and copied at certain offices of the SEC at
the addresses and contacts listed under "Where You Can Find More Information" in
the Prospectus.

Risks Related to the Medium-Term Notes

Your Yield may be Below Market Interest Rates on the Pricing Date.

The payment made on the Medium-Term Notes at maturity may be below what we
would pay as interest as of the pricing date if we had issued non-callable
senior debt securities with a similar maturity to that of the Medium-Term Notes.
The return of principal at maturity and any payment of any amount of the Final
Equity Value may not reflect the full opportunity costs implied by inflation or
other factors relating to the time value of money.

You will not receive any Periodic Payments of Interest

You will not receive any periodic payments of interest. We will not make any
other payments on the Medium-Term Notes until maturity, unless you elect to
convert the Medium-Term Notes or we exercise our call right prior to the
maturity date.

Your Return on the Medium-Term Notes Could be Less than if you Owned the
Underlying Securities.

You will not receive any principal appreciation unless the Final Equity Value
exceeds $21.2495. Therefore, your return on the Medium-Term Notes could be less
than the return obtainable if you had owned the Underlying Securities.

Your return on the Medium-Term Notes also will not reflect the return you
would realize if you actually owned the Underlying Securities and received the
dividends, if any, paid on those securities. This is, in part, because the
Calculation Agent will calculate amounts payable to you by reference to the
market value of the Underlying Securities without taking into consideration the
value of dividends, if any, paid on those securities.

You have no Rights Against Tyco International Ltd. even though the Final Equity
Value is based on the Market Value of Tyco International Ltd.'s Stock.

Actions by Tyco International Ltd. may have an adverse effect on the market
value of the Underlying Securities and the Medium-Term Notes. However, Tyco
International Ltd. is not involved in the offering of the Medium-Term Notes and
has no obligations with respect to the Medium-Term Notes, including any
obligation to take our or your interests into consideration for any reason.
Neither Bear Stearns nor The Bear Stearns Companies Inc. is affiliated with Tyco
International Ltd. Moreover, neither Bear Stearns nor The Bear Stearns Companies
Inc. has the ability to control or predict the actions of Tyco International
Ltd., including any corporate actions of the type that may require the
Calculation Agent to adjust the Final Equity Value. Tyco International Ltd. will
not receive any of the proceeds of the offering of the Medium-Term Notes made
hereby and is not responsible for, and has not participated in, the

PS-6

determination of the timing of, prices for, or quantities of, the Medium-Term
Notes to be issued. Tyco International Ltd. is not involved with the
administration, marketing or trading of the Medium-Term Notes and has no
obligations with respect to the amount to be paid to you on the maturity date.
As an investor in the Medium-Term Notes, you will not have voting rights or
rights to receive dividends or other distributions or any other rights with
respect to Tyco International Ltd. stock.

The Value of the Medium-Term Notes will be Affected by Numerous Factors, Some of
Which are Related in Complex Ways.

Our creditworthiness and a number of factors, including the value of the
Underlying Securities, the volatility of the price of the Underlying Securities,
market interest rates, dividend rates on the Underlying Securities and the time
remaining to the maturity of the Medium-Term Notes, are expected to affect any
secondary market for the Medium-Term Notes. You should refer to "Description of
the Medium-Term Notes" and "The Underlying Securities" below. Some of these
factors are interrelated in complex ways; as a result, the effect of any one
factor may be offset or magnified by the effect of another factor. The following
describes the expected impact on the market value of the Medium-Term Notes given
a change in a specific factor, assuming all other conditions remain constant.

o Redemption Feature. Our ability to call the Medium-Term Notes prior to
the maturity date is likely to limit the secondary market price at which
the Medium-Term Notes will trade.

o Value of the Underlying Securities. We expect that the market value of
the Medium-Term Notes will depend substantially on the value of the
Underlying Securities. If you choose to sell your Medium-Term Notes when
the value of the Underlying Securities is below the Conversion Strike
Price of $21.2495, you may receive less than the principal amount of your
Medium-Term Notes and substantially less than the amount that would be
payable at maturity. Political, economic and other developments over
which we have no control affect the value of the Underlying Securities
and may also affect the value of the Medium-Term Notes.

o Interest Rates. We expect that the trading value of the Medium-Term Notes
will be affected by changes in interest rates. In general, and assuming
other factors remain constant, if U.S. interest rates increase, we expect
that the trading value of the Medium-Term Notes will decrease. If U.S.
interest rates decrease, we expect the trading value of the Medium-Term
Notes will increase. Interest rates may also affect the U.S. economy and,
in turn, the value of the Underlying Securities.

o Volatility of the Price of the Underlying Security. Volatility is the
term used to describe the size and frequency of market fluctuations. If
the volatility of the price of the Underlying Security increases, we
expect that the trading value of the Medium-Term Notes will increase. If
the volatility of the price of the Underlying Security decreases, we
expect that the trading value of the Medium-Term Notes will decrease.

o Merger and Acquisition Transactions. The Underlying Securities may be
affected by mergers and acquisitions, which can contribute to volatility
of the Underlying Security's market value. Additionally, as a result of a
merger or acquisition, the Underlying Securities may be replaced with a
surviving or acquiring entity's securities. The surviving or acquiring
entity's securities may not have the same characteristics as the
Underlying Securities. The Final Equity Value will be adjusted for the
occurrence of any such transactions. See "Description of the Medium-Term
Notes--Anti-Dilution Adjustments."

o Time Remaining to Maturity. The Medium-Term Notes may trade at a value
above that which would be expected based on the value of the Underlying
Securities. This difference would reflect a "time premium" due to
expectations concerning the value of the Underlying Securities during the
period prior to the maturity date of the Medium-Term Notes. However, as
the time remaining to the maturity date of the Medium-Term Notes
decreases, we expect that this time premium will decrease, lowering the
trading value of the Medium-Term Notes.

o Dividend Yields. If dividend yields on the Underlying Securities
increase, the value of the Medium-Term Notes may be adversely affected
because the Final Equity Value does not incorporate the value of those

PS-7

payments. You are not entitled to any dividend from the Underlying
Securities as a result of your holding of the Medium-Term Notes.

o Our Credit Ratings, Financial Condition and Results. Actual or
anticipated changes in our credit ratings, financial condition or results
may significantly affect the market value of the Medium-Term Notes.

o Economic Conditions and Earnings Performance of Tyco International Ltd.
General economic conditions and earnings results of Tyco International
Ltd. and real or anticipated changes in those conditions or results may
affect the market value of the Medium-Term Notes.

You should understand that the impact of one of the factors specified above,
such as an increase in interest rates, may offset some or all of any change in
the trading value of the Medium-Term Notes attributable to another factor, such
as an increase in the price of the Underlying Security. In general, assuming all
relevant factors are held constant, the effect on the trading value of the
Medium-Term Notes of a given change in most of the factors listed above will be
less if it occurs later than if it occurs earlier in the term of the Medium-Term
Notes. However, we expect that the effect on the trading value of the
Medium-Term Notes of a given increase or decrease in the value of the Underlying
Securities will be greater if it occurs later in the term of the Medium-Term
Notes than if it occurs earlier in the term of the Medium-Term Notes.

The Trading Market is Uncertain and Could be Illiquid.

The Medium-Term Notes will not be listed on any securities exchange. Bear
Stearns will not be obligated to engage in any market making activities or
continue them once it has started. Accordingly, we cannot guarantee that there
will be a secondary market in the Medium-Term Notes, or that Bear Stearns will
make a secondary market in the Medium-Term Notes. If any such secondary market
forms, that market may be illiquid.

Historical Values of the Underlying Securities Should Not be Taken as an
Indication of Future Performance of the Underlying Securities During the Term of
the Medium-Term Notes.

You should not consider the historical values of the Underlying Securities to
be an indication of the future performance of the Underlying Securities during
the term of the Medium-Term Notes. We cannot predict whether the value of the
Underlying Securities will fall or rise. Moreover, the value of the Medium-Term
Notes may not necessarily bear a direct relationship to the value of the
Underlying Securities. The trading price of the Underlying Securities will be
influenced both by the complex and interrelated political, economic, financial
and other factors that can affect the capital markets generally and the equity
trading markets on which the Underlying Securities are traded, and by various
circumstances that can influence the values of the Underlying Securities in a
specific market segment or a particular underlying stock.

We may engage in business with or involving Tyco International Ltd. without
regard to your interests.

We or our affiliates may presently or from time to time engage in business
with Tyco International Ltd., including extending loans to, or making equity
investments in, Tyco International Ltd. or providing advisory services to Tyco
International Ltd., including merger and acquisition advisory services. In the
course of our business, we or our affiliates may acquire non-public information
about Tyco International Ltd. Neither we nor any of our affiliates undertakes to
disclose any such information to you. In addition, we or our affiliates from
time to time have published and in the future may publish research reports with
respect to Tyco International Ltd. These research reports may or may not
recommend that investors buy or hold Tyco International Ltd. common stock.

Potential Conflicts of Interest Exist because we control Bear Stearns which will
act as the Calculation Agent.

Bear Stearns will act as the Calculation Agent, which makes certain
determinations and judgments in connection with calculating the Final Equity
Value. You should refer to "Description of the Medium-Term Notes --Market
Disruption Events" below. Because Bear Stearns is our affiliate, conflicts of
interest may arise in connection with Bear Stearns performing its role as
Calculation Agent. Rules and regulations regarding broker-dealers (such as Bear
Stearns) require Bear Stearns to maintain policies and procedures regarding the
handling and use of confidential proprietary information, and such policies and
procedures will be in effect throughout the term of

PS-8

the Medium-Term Notes to restrict the use of information relating to the
calculation of the Underlying Security values that the Calculation Agent may be
required to make prior to the dissemination of such Underlying Security values.
Bear Stearns is obligated to carry out its duties and functions as Calculation
Agent in good faith and using its reasonable judgment.

Purchases and Sales of the Underlying Security by Us or Our Affiliates Could
Affect the Price of the Underlying Security.

We and our affiliates may at various times engage in transactions involving
Tyco International Ltd., or the common stock of Tyco International Ltd., for
proprietary accounts and for other accounts under management. These transactions
may influence the value of such stocks and therefore the value of the Underlying
Securities. We and our affiliates will also be the counterparties to the hedge
of our obligations under the Medium-Term Notes. You should refer to "Use of
Proceeds and Hedging" below. Accordingly, under certain circumstances, conflicts
of interest may arise between Bear Stearns' responsibilities as Calculation
Agent with respect to the Medium-Term Notes and its obligations under our hedge.

The Payments You Receive on the Medium-Term Notes may be Delayed or Reduced upon
the Occurrence of a Market Disruption Event or an Event of Default.

If the Calculation Agent determines that, on a Calculation Date or Conversion
Calculation Date, a market disruption event has occurred or is continuing, the
determination of the Final Equity Value by the Calculation Agent may be
deferred. As a result, the maturity date, conversion date or redemption date for
your Medium-Term Notes may also be delayed for up to five consecutive Business
Days. If this occurs, you may not receive the cash payment that we are obligated
to deliver on the maturity date, conversion date or redemption date of the
Medium-Term Notes until several days after the originally scheduled due date.
See "Description of the Medium-Term Notes--Market Disruption Events" below.

The Medium-Term Notes may be subject to redemption prior to their maturity
date upon the occurrence of an Event of Default. See "Description of Debt
Securities--Events of Default" in the accompanying prospectus. If a voluntary
case under the United States Bankruptcy Code is commenced, or a case is
involuntarily commenced against us, your claim may be limited to the principal
amount of your Medium-Term Notes, and may not include any amount of the Final
Equity Value. The amount of any recovery you may receive for any such claim will
depend upon, among other things, the availability of a sufficient amount of
assets to satisfy the claims of the class of creditors in which the Medium-Term
Notes are classified. The Medium-Term Notes are not secured by collateral and
will rank equally with all our other unsecured and unsubordinated debt. Because
we are a holding company, the Medium-Term Notes will be effectively subordinated
to the claims of creditors of our subsidiaries with respect to their assets. If
we were to liquidate or reorganize, your right to participate in any
distribution of our subsidiaries' assets will be subject to the senior claims of
the subsidiaries' creditors. See "Description of Debt Securities--Ranking" in
the accompanying prospectus. The amount of principal of the Medium-Term Notes,
together with any Final Equity Value, payable prior to the maturity date will be
adjusted to account fully for any losses, expenses and costs to the Company of
unwinding any underlying or related hedging and funding arrangements, all as
determined by the calculation agent in its sole and absolute discretion.

Tax Consequences

For U.S. federal income tax purposes, we intend to treat the Medium-Term
Notes as contingent payment debt instruments. As a result, you will be required
to include original issue discount in income during your ownership of the
Medium-Term Notes. Additionally, you will generally be required to treat gain,
if any, recognized on a sale, upon conversion, redemption, maturity, or other
disposition of the Medium-Term Notes as ordinary income (rather than capital
gain). See "Certain U.S. Federal Income Tax Considerations" below.

PS-9

DESCRIPTION OF THE MEDIUM-TERM NOTES

The following description of the Medium-Term Notes (referred to in the
accompanying Prospectus Supplement as the "Other Indexed Notes") supplements the
description of the Medium-Term Notes in the accompanying Prospectus Supplement
and Prospectus. This is a summary and is not complete. You should read the
indenture, dated as of May 31, 1991, as amended (the "Indenture"), between us
and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as trustee (the
"Trustee"). We have provided definitions for certain capitalized terms used in
this section below, under "Certain Definitions."

General

The Medium-Term Notes are part of a single series of debt securities under
the Indenture described in the accompanying Prospectus designated as Medium-Term
Notes, Series B. The aggregate principal amount of the Medium-Term Notes will be
$11,111,000. The Medium-Term Notes will mature on July 23, 2010 and will be our
general unsecured obligations. The Medium-Term Notes will be issued only in
fully registered form and in minimum denominations of $1,000, increased in
multiples of $1,000. Initially, the Medium-Term Notes will be issued in the form
of one or more global securities registered in the name of DTC or its nominee as
described in the accompanying Prospectus Supplement and Prospectus.

You should refer to "Certain U.S. Federal Income Tax Considerations" below
for a discussion of certain federal income tax considerations to you as a holder
of the Medium-Term Notes.

Interest

Payment at Maturity

Unless previously duly tendered for conversion or redemption, investors will
receive for each Medium-Term Note held on the maturity date the greater of: (1)
principal amount, or (2) (principal amount / 21.2495) x the Final Equity Value.

Final Equity Value

The Final Equity Value is the value of the Underlying Security on the
Calculation Date, based on the average closing price per share of the common
stock of Tyco International Ltd., as reported on NYSE, for the 3 Business Days
prior to and including the Calculation Date. If the Medium-Term Notes are held
to maturity, the Calculation Date will be July 9, 2010.

If you elect to convert any or all of the Medium-Term Notes you hold into
cash prior to the maturity date, your principal investment is not protected. The
amount paid to you upon conversion will be based upon the value of the
Underlying Security, and may be greater than or less than your initial principal
investment.

Conversion Right

The Holder (as defined below) of a Medium-Term Note may convert its
Medium-Term Notes (or portions thereof in $1,000 denominations and in $1,000
increments in excess thereof), at the Holder's option for cash equal to
(principal amount / 21.2495) x the Final Equity Value, based on the average
closing price of a share of Tyco

PS-10

International Ltd., as reported on NYSE, for the 3 Business Days prior to and
including the Conversion Calculation Date. The Conversion Calculation Date will
be the 4th Business Day following the Conversion Notice Date. Payment of the
conversion amount will be made on the first Business Day following the
Conversion Calculation Date. Upon any conversion of Medium-Term Notes, the
Medium-Term Notes converted (or the relevant portions of such Medium-Term Notes)
will be terminated. No conversion notice may be given after we have specified a
call date on which we will redeem the Medium-Term Notes.

Only Holder May Exercise Rights

The Medium-Term Notes will be issued in global form, and the depositary or
its nominee is the Holder of your Medium-Term Notes and therefore is the only
entity that can exercise the conversion right with respect to your Medium-Term
Notes. If you would like the Holder to exercise the conversion right on your
behalf, you should give proper and timely instructions to the bank or broker
through which you hold your interest in your Medium-Term Notes, requesting that
it notify the Holder to exercise the exchange right on your behalf. Different
firms have different deadlines for accepting instructions from their customers,
and you should take care to act promptly enough to ensure that your request is
given timely effect. Similar concerns apply if you hold your Medium-Term Notes
in street name.

Investors should contact their banks and brokers for information about how to
exercise the conversion right in a timely manner.

Call Option

We may, in whole and not in part, redeem the Medium-Term Notes at the call
price on or after the call date. The call date will be any Business Day on or
after July 10, 2007 designated by us to investors upon at least 4 Business Days
prior written notice. Any written notice designating a call date will be
irrevocable. The call price per Medium-Term Note will be equal to the amount
that would be payable to you on the maturity date, but using the third Business
Day after the date that notice of redemption is given as the Calculation Date.
If the (principal amount / 21.2495) x the Final Equity Value per Medium-Term
Note is less than or equal to $1,000, because the repayment of your principal
amount is protected, you will be entitled to receive $1,000. As a result, if we
redeem your Medium-Term Notes, you will not receive less than the principal
amount.

Certain Definitions

Business Day:................ Means a day (other than Saturday or Sunday) which
is an Exchange Business Day and a day on which
commercial banks settle payments in New York.

Calculation Date............. If the Medium-Term Notes are held to maturity,
the Calculation Date will be July 9, 2010. If the
Medium-Term Notes are redeemed by us, the
Calculation Date will be the third Business Day
after the date that notice of redemption is
given.

Conversion Notice Date:...... The date we receive the investor's irrevocable
written notice, delivered to The Bear Stearns
Companies Inc., no later than 5:00 p.m. (New York
time), of the investor's intention to convert its
Medium-Term Notes (or certain portions thereof)
for cash. No conversion notice my be given after
we have specified a call date on which we will
redeem the Medium-Term Notes. All questions as to
the validity, eligibility, including time of
receipt, and acceptance of any Medium-Term Note
for conversion will be determined by us, and our
determination will be final and binding.

PS-11

Conversion Calculation Date:. If the Medium-Term Notes are converted into cash
at the option of the investor, the Conversion
Calculation Date will be the 4th Business Day
following the Conversion Notice Date.

Exchange:.................... NYSE or, as described below, such other principal
market for the Underlying Securities as may be
determined by us in our sole discretion. In the
event that we determine, in our sole discretion,
that a market other than NYSE is the principal
market for the Underlying Securities, we will
notify the investors of such determination and
the designation of that market as the Exchange
for purposes of determinations and calculations
with respect to the Medium-Term Notes.

Exchange Business Day:....... Means a day which is (or, but for the occurrence
of a Market Disruption Event, would have been) a
trading day on the Exchange, other than a day on
which trading is scheduled to close prior to its
regular weekday closing time.

Holder:...................... With respect to the Medium-Term Notes, means DTC
or its nominee for as long as such Medium-Term
Note is held in Global Form; with respect to
certificated notes, means the Holders of record as
reflected on the transfer books of the Bank.

Maturity Date:............... July 23, 2010, subject to a Market Disruption
Event, or if such day is not a Business Day, the
following Business Day.

Related Exchange:............ Each exchange or quotation system where trading
has a material effect (as determined by us) on
the overall market for futures or options
contracts relating to such Underlying Security.

Market Disruption Events

"Market Disruption Event" means the occurrence or existence on any Exchange
Business Day during the one-half hour period before the close of the Related
Exchange of any suspension of or limitation imposed on trading (by reason of
movements in price exceeding limits permitted by the Related Exchange or
otherwise) in the Underlying Securities if, in any such case, such suspension or
limitation is, in the determination of the Calculation Agent, material. If on
the Calculation Date or Conversion Calculation Date there occurs a Market
Disruption Event, then the Calculation Date or Conversion Calculation Date will
be the next succeeding Business Day on which there occurs no Market Disruption
Event. If during the 3 Business Days prior to the Calculation Date or Conversion
Calculation Date there occurs a Market Disruption Event, the Calculation Date or
Conversion Calculation Date shall be the next succeeding Business Day on which
there has been 3 preceding Business Days, excluding any days on which there
occurred a Market Disruption Event. If on the call date there occurs a Market
Disruption Event, then the call date will be the next succeeding Business Day on
which there occurs no Market Disruption Event.

Anti-Dilution Adjustments

The value of the Underlying Securities on any of the three Business Days used
to calculate the Final Equity Value is subject to adjustment as described below
to the extent that any of the events requiring such adjustment occur during the
period commencing on the date hereof and ending at the maturity of the
Medium-Term Notes:

Common Stock Dividends, Extraordinary Cash Dividends and Other Distributions

If a dividend or other distribution is declared (A) on any class of Tyco
International Ltd.'s capital stock (or on the capital stock of any Tyco
International Ltd. Survivor, as defined below) payable in shares of the
Underlying Securities (or the common stock of any Tyco International Ltd.
Survivor) or (B) on the Underlying Securities payable in cash in an amount
greater than 10% of the closing price of the Underlying Securities on the date
fixed for the determination of the shareholders of Tyco International Ltd.
entitled to receive such cash dividend (an "Extraordinary Cash Dividend"), any
Final Price of the Underlying Securities (or the common stock of any Tyco

PS-12

International Ltd. Survivor) used to calculate the Final Equity Value at
maturity or upon conversion or redemption of the Medium-Term Notes on any
Calculation Date or Conversion Calculation Date that follows the date (the
"Record Date") fixed for determination of the shareholders of Tyco International
Ltd. (or any Tyco International Ltd. Survivor) entitled to receive the dividend
or distribution shall be increased by multiplying the Final Equity Value by a
fraction of which the numerator shall be the number of shares of the Underlying
Securities (or the common stock of any Tyco International Ltd. Survivor)
outstanding on the Record Date plus the number of shares constituting the
dividend or distribution or, in the case of an Extraordinary Cash Dividend, plus
the number of shares of the Underlying Securities that could be purchased with
the amount of the Extraordinary Cash Dividend at a price equal to the Final
Equity Value of the Underlying Securities on the Calculation Date or Conversion
Calculation Date immediately subsequent to the Record Date, and the denominator
shall be the number of shares of the Underlying Securities (or the common stock
of any Tyco International Ltd. Survivor) outstanding on the Record Date.

Subdivisions and Combinations of Tyco International Ltd. Common Stock

If the outstanding shares of the Underlying Securities (or the common stock
of any Tyco International Ltd. Survivor) are subdivided into a greater number of
shares, the Final Equity Value of the Underlying Securities (or the common stock
of any Tyco International Ltd. Survivor) used to calculate the payment amount of
the Medium-Term Notes payable at maturity or upon conversion or redemption on
any Calculation Date or Conversion Calculation Date that follows the date on
which that subdivision becomes effective will be proportionately increased, and
conversely, if the outstanding shares of the Underlying Securities (or the
common stock of any Tyco International Ltd. Survivor) are combined into a
smaller number of shares, such closing price will be proportionately reduced.

Reclassifications of Tyco International Ltd. Common Stock

If the Underlying Securities (or the common stock of any Tyco International
Ltd. Survivor) are changed into the same or a different number of shares of any
class or classes of stock, whether by capital reorganization, reclassification
or otherwise (except to the extent otherwise provided in "--Common Stock
Dividends, Extraordinary Cash Dividends and Other Dividends" and "--Subdivisions
and Combinations of Tyco International Ltd. Common Stock" or pursuant to a
consolidation, merger, sale, transfer, lease, conveyance, liquidation,
dissolution or winding up, (as described in "--Dissolution of Tyco International
Ltd.; Mergers, Consolidations or Sales of Assets in which Tyco International
Ltd. is not the Surviving Entity; Spin-Offs" below), the Final Equity Value
shall be calculated by using the closing prices of the shares of stock into
which a share of the Underlying Securities (or the common stock of any Tyco
International Ltd. Survivor) was changed on any Calculation Date or Conversion
Calculation Date that follows the effectiveness of such change.

Dissolution of Tyco International Ltd.; Mergers, Consolidations or Sales of
Assets in which Tyco International Ltd. is not the Surviving Entity;
Spin-Offs

In the event of any (A) consolidation or merger of Tyco International Ltd.,
or any surviving entity or subsequent surviving entity of Tyco International
Ltd. (a "Tyco International Ltd. Survivor") with or into another entity (other
than a consolidation or merger in which Tyco International Ltd. is the surviving
entity), (B) sale, transfer, lease or conveyance of all or substantially all of
the assets of Tyco International Ltd. or any Tyco International Ltd. Survivor,
(C) liquidation, dissolution or winding up of Tyco International Ltd. or any
Tyco International Ltd. Survivor or (D) any declaration of a distribution on the
Underlying Securities of the common stock of any subsidiary of Tyco
International Ltd. (a "Tyco International Ltd. Spin-Off") (any of the events
described in (A), (B), (C) and (D), a "Reorganization Event"), for purposes of
determining the Final Equity Value, the Final Equity Value of the Underlying
Securities on any Calculation Date or Conversion Calculation Date subsequent to
the effective time of any Reorganization Event will be deemed to be the value of
the cash and other property (including securities) received by a holder of a
share of the Underlying Securities in any such Reorganization Event plus, in the
case of a Tyco International Ltd. Spin-Off, the value of a share of the
Underlying Securities, or to the extent that such holder obtains securities in
any Reorganization Event, the value of the cash and other property received by
the holder of such securities in any subsequent Reorganization Event. For
purposes of determining any such Final Equity Value, the value of (A) any cash
and other property (other than securities) received in any such Reorganization
Event will be an amount equal to the value of such cash and other property at
the effective time of such Reorganization Event and (B) any property consisting
of securities received in any such Reorganization Event will be an amount equal
to the closing prices of such securities.

PS-13

Delisting Event

A "Delisting Event" shall occur, with respect to the Underlying Securities,
if the Exchange announces that pursuant to the rules of such Exchange, the
Underlying Securities ceases (or will cease) to be listed, traded or publicly
quoted on the Exchange for any reason (other than a Reorganization Event) and is
not immediately re-listed, re-traded or re-quoted on a national exchange, or
quotation system located in the same country as the Exchange. In the case of a
Delisting Event relating to the Underlying Securities, the Medium-Term Notes
shall be redeemed by the Company within 5 Business Days at the fair market value
of the Medium-Term Notes. The fair market value of the Medium-Term Notes shall
be as determined by the Calculation Agent in its sole discretion.

Defeasance

The Medium-Term Notes are not subject to the defeasance provisions described
in the section entitled "Description of Debt Securities--Defeasance" in the
accompanying Prospectus.

Events of Default

If an Event of Default (as defined in the accompanying Prospectus) with
respect to any of the Medium-Term Notes has occurred and is continuing, then the
amount payable to you, as a beneficial owner of a Medium-Term Note, upon any
acceleration permitted by the Medium-Term Notes will be equal to (subject to
limitation as set forth below) the Final Equity Value calculated as though the
date of early repayment were the maturity date of the Medium-Term Notes.

You should refer to "--Payment at Maturity" above. If a case under the United
States Bankruptcy Code is commenced in respect of The Bear Stearns Companies
Inc., your claim as a holder of a Medium-Term Notes may be limited as though the
commencement of the proceeding was the maturity date.

The amount of any recovery you may receive for any such claim will depend
upon, among other things, the availability of a sufficient amount of assets to
satisfy the claims of the class of creditors in which the Medium-Term Notes are
classified. The Medium-Term Notes are not secured by collateral and will rank
equally with all our other unsecured and unsubordinated debt. Because we are a
holding company, the Medium-Term Notes will be effectively subordinated to the
claims of creditors of our subsidiaries with respect to their assets. If we were
to liquidate or reorganize, your right to participate in any distribution of our
subsidiaries' assets will be subject to the senior claims of the subsidiaries'
creditors. See "Description of Debt Securities--Ranking" in the accompanying
prospectus. The amount of principal of the Medium-Term Notes, together with any
Final Equity Value, payable prior to the maturity date will be adjusted to
account fully for any losses, expenses and costs to the Company of unwinding any
underlying or related hedging and funding arrangements, all as determined by the
calculation agent in its sole and absolute discretion.

Same-Day Settlement and Payment

Settlement for the Medium-Term Notes will be made by Bear Stearns in
immediately available funds. All payments of principal, and any amount of the
Final Equity Value will be made by us in immediately available funds so long as
the Medium-Term Notes are maintained in book-entry form.

Calculation Agent

The Calculation Agent for the Medium-Term Notes will be Bear Stearns. All
determinations made by the Calculation Agent will be at the sole discretion of
the Calculation Agent and will, in the absence of manifest error, be conclusive
for all purposes and binding on you and the Company. Because the Calculation
Agent is an affiliate of the Company, potential conflicts of interest may exist
between you and the Calculation Agent, including with respect to certain
determinations and judgments that the Calculation Agent must make in determining
amounts due to you. Bear Stearns is obligated to carry out its duties and
functions as Calculation Agent in good faith and using its reasonable judgment.

The CUSIP number for the Medium-Term Notes is 073928A78.

PS-14

THE UNDERLYING SECURITIES

All disclosure contained in this Pricing Supplement regarding the Underlying
Securities is derived from publicly available information. Neither we nor Bear
Stearns takes any responsibility for the accuracy or completeness of such
information.

General

According to publicly available documents, Tyco International Ltd. Is a
Bermuda corporation organized in 1997, with its principal office located in
Pembroke, Bermuda. Tyco International Ltd. is a diversified manufacturing and
service company that, through its subsidiaries:

- designs, manufactures, installs, monitors and services electronic
security and fire protection systems;

- designs, manufactures and distributes electrical and electronic
components, and designs, manufactures, installs, operates and maintains
undersea fiber optic cable communications systems;

- designs, manufactures and distributes medical devices and supplies and
other specialty products; and

- designs, manufactures, distributes and services engineered products
including industrial valves and controls and steel tubular goods and
provides environmental consulting services.

Tyco International Ltd. is currently subject to the informational
requirements of the Exchange Act. Accordingly, Tyco International Ltd. files
reports (including its Annual Report on Form 10-K for the fiscal year ended
September 30, 2002), proxy statements and other information with the SEC. Tyco
International Ltd.'s registration statements, reports, proxy statements and
other information may be inspected and copied at offices of the SEC at the
locations listed under "Where You Can Find More Information" in the accompanying
prospectus.

The Medium-Term Notes represent obligations of The Bear Stearns Companies
Inc. only. Tyco International Ltd. is not involved in any way in this offering
and has no obligation relating to the Medium-Term Notes or to holders of the
Medium-Term Notes.

PS-15

HISTORICAL DATA ON THE COMMON STOCK OF TYCO INTERNATIONAL LTD.

Tyco International Ltd. trades on NYSE under the ticker "TYC". Its market
capitalization as of July 10, 2003 was approximately $37.7 billion. The
following table sets forth, for each of the quarterly periods indicated, the
high and the low sales prices for Tyco International Ltd. common stock, as
reported on the New York Stock Exchange, and adjusted to reflect stock splits,
as well as the cash dividends paid per share of Tyco International Ltd. common
stock.

Period High Low Dividend
-----------------------------------------------------------
1997
Quarter
First...................... $62.00 $51.75 $0.013
Second .................... $71.88 $54.00 $0.013
Third...................... $86.00 $69.88 $0.013
Fourth..................... $86.44 $34.00 $0.013
1998
Quarter
First...................... $57.44 $42.38 $0.013
Second .................... $63.06 $51.44 $0.013
Third...................... $69.00 $50.00 $0.013
Fourth..................... $79.19 $40.25 $0.013
1999
Quarter
First...................... $79.94 $67.50 $0.013
Second..................... $94.81 $70.38 $0.013
Third...................... $105.86 $94.25 $0.013
Fourth..................... $107.75 $22.50 $0.013
2000
Quarter
First...................... $53.25 $32.00 $0.013
Second..................... $51.38 $41.00 $0.013
Third...................... $59.19 $45.56 $0.013
Fourth..................... $58.88 $44.50 $0.013
2001
Quarter
First...................... $63.21 $41.40 $0.013
Second .................... $59.30 $40.15 $0.013
Third...................... $55.30 $39.24 $0.013
Fourth..................... $60.09 $44.70 $0.013
2002
Quarter
First...................... $58.81 $22.00 $0.013
Second..................... $32.95 $8.25 $0.013
Third...................... $18.51 $6.98 $0.013
Fourth..................... $18.70 $11.90 $0.013
2003
Quarter
First...................... $18.34 $11.20 $0.013
Second..................... $20.20 $12.84 $0.013
Through July 10, 2003...... $19.98 $18.30

As of July 10, 2003, the closing price of Tyco International Ltd.'s common
stock was $18.78.

All of the values in the table are set forth in U.S. dollars. These prices
are not indications of future performance.

According to Tyco International Ltd.'s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003, as of May 6, 2003, there were 1,996,886,178 shares
of common stock outstanding.

Holders of the Medium-Term Notes will not be entitled to any rights with
respect to Tyco International Ltd. common stock (including, without limitation,
voting rights or rights to receive dividends or other distributions in respect
thereof).

PS-16

CERTAIN U. S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain of the U.S. federal income tax
consequences of the purchase, ownership and disposition of Medium-Term Notes.
Except as provided below under "Federal Income Tax Consequences to Non-U.S.
Holders," this summary deals only with an owner of a Note that is:

o a citizen or resident of the United States or any State thereof,

o a corporation (or other entity that is treated as a corporation for U.S.
federal tax purposes) created or organized in or under the laws of the
United States or any State thereof (including the District of Columbia),

o an estate, the income of which is subject to U.S. federal income taxation
regardless of its source, or

o a trust, if a court within the United States is able to exercise primary
supervision over its administration, and one or more United States
persons have the authority to control all of its substantial decisions
(each, a "U.S. Holder ").

If a partnership (including any entity that is treated as a partnership for
U.S. federal tax purposes) is a beneficial owner of a Note, the treatment of a
partner in the partnership will generally depend upon the status of the partner
and upon the activities of the partnership. A beneficial owner of a Note that is
a partnership, and partners in such a partnership, should consult their tax
advisors about the U.S. federal income tax consequences of holding and disposing
of a Note.

An individual may, subject to certain exceptions, be deemed to be a resident
of the United States by reason of being present in the United States for at
least 31 days in the calendar year and for an aggregate of at least 183 days
during a three-year period ending in the current calendar year (counting for
such purposes all of the days present in the current year, one-third of the days
present in the immediately preceding year, and one-sixth of the days present in
the second preceding year).

This summary is based on interpretations of the Internal Revenue Code of
1986, as amended (the "Code"), regulations issued thereunder, and rulings and
decisions currently in effect (or in some cases proposed), all of which are
subject to change. Any such change may be applied retroactively and may
adversely affect the federal income tax consequences described herein. This
summary addresses only U.S. Holders that purchase Medium-Term Notes at initial
issuance and own Medium-Term Notes as capital assets and not as part of a
"straddle" or a "conversion transaction" for federal income tax purposes or as
part of some other integrated investment. This summary does not discuss all of
the tax consequences that may be relevant to particular investors or to
investors subject to special treatment under the federal income tax laws (such
as S corporations, banks, thrifts, other financial institutions, insurance
companies, mutual funds, small business investment companies, tax-exempt
organizations, retirement plans, real estate investment trusts, regulated
investment companies, securities dealers or brokers, expatriates, former
citizens of the United States, or investors whose functional currency is not the
U.S. dollar). Persons considering the purchase of Medium-Term Notes should
consult their own tax advisors concerning the application of U.S. federal income
tax laws to their particular situations as well as any consequences of the
purchase, beneficial ownership and disposition of Medium-Term Notes arising
under the laws of any other taxing jurisdiction.

Federal Income Tax Treatment of U.S. Holders.

Accruals of Original Issue Discount on the Medium-Term Notes

For U.S. federal income tax purposes, we intend to treat the Medium-Term
Notes as "contingent payment debt instruments" ("CPDIs") subject to taxation
under the "noncontingent bond method," and Medium-Term Noteholders, by
purchasing a Medium-Term Note, will agree to this treatment. Under the
noncontingent bond method, U.S. Holders of the Medium-Term Notes will accrue
original issue discount ("OID") over the term of the Medium-Term Notes based on
the Medium-Term Notes' "comparable yield." As a result, U.S. Holders that employ
the cash method of tax accounting will be required to include OID with respect
to their Medium-Term Notes in gross income each year.

PS-17

In general, the comparable yield of a CPDI is equal to the yield at which its
issuer would issue a fixed-rate debt instrument with terms and conditions
similar to those of the CPDI, including the level of subordination, term, timing
of payments, and general market conditions. If a hedge of the CPDI is available
that, if integrated with the CPDI, would produce a synthetic debt instrument
with a determinable yield to maturity, the comparable yield is equal to the
yield on the synthetic debt instrument. Alternatively, if such a hedge is not
available, but fixed-rate debt instruments of the issuer trade at a price that
reflects a spread above a benchmark rate, the comparable yield is the sum of the
value of the benchmark rate on the issue date and the spread. Under the
noncontingent bond method, the issuer's reasonable determination of a comparable
yield is respected and binding on holders of the CPDI.

Based on these factors, we believe that the comparable yield of the
Medium-Term Notes is equal to 3.83%, compounded annually. Accordingly, U.S.
Holders will accrue OID in respect of the Medium-Term Notes at a rate equal to
the comparable yield. The amount of OID allocable to each annual accrual period
will be the product of the "adjusted issue price" of the Medium-Term Notes at
the beginning of each such annual accrual period and the comparable yield. The
"adjusted issue price" of the Medium-Term Notes at the beginning of an accrual
period will equal the issue price of the Medium-Term Notes plus the amount of
OID previously includible in the gross income of the U.S. Holder. The amount of
OID includible in income of each U.S. Holder for each taxable year will equal
the sum of the "daily portions" of the total OID on the Medium-Term Notes
allocable to each day during the taxable year in which a U.S. Holder held the
Medium-Term Notes, regardless of the U.S. Holder's method of accounting. The
daily portion of the OID is determined by allocating to each day in any accrual
period a ratable portion of the OID allocable to such accrual period.

Under the noncontingent bond method, the comparable yield of a CPDI is used
to construct a projected payment schedule that produces the comparable yield.
Under this method, we believe that the projected payment schedule for the
Medium-Term Notes consists of a projected payment on the maturity date equal to
$1,405.02 in respect of each Medium-Term Note. Based upon the comparable yield
and the projected payment schedule for the Medium-Term Notes, a U.S. Holder that
pays taxes on a calendar year basis and buys a Medium-Term Note for $1,080 and
holds it to maturity will be required to pay taxes on the following amounts of
ordinary income from the Medium-Term Note each year: $19.25 in 2003, $42.10 in
2004, $43.71 in 2005, $45.39 in 2006, $47.13 in 2007, $48.93 in 2008, $50.81 in
2009 and $27.71 in 2010. However, for 2010, the amount of ordinary income that a
U.S. Holder will be required to pay taxes on from owning a Medium-Term Note,
which may be greater or less than $1,405.02, depending upon the payment at
maturity. In addition, if the payment at maturity is less than $1,405.02, a U.S.
Holder may have a loss for 2010.

Under the noncontingent bond method, the projected payment schedule is not
revised to account for changes in circumstances that occur while the Medium-Term
Notes are outstanding.

The comparable yield and the projected payment schedule for the Medium-Term
Notes are used to determine accruals of OID for tax purposes only, and are not
assurances by us with respect to the actual yield or the amount payable at
maturity and do not represent our expectations regarding a Medium-Term Note's
yield, the variable return amount or whether any holder will exercise its
conversion right.

A U.S. Holder will generally be bound by our determination of the comparable
yield and projected payment schedule for the Medium-Term Notes, unless the U.S.
Holder determines its own projected payment schedule and comparable yield,
explicitly discloses such schedule to the Internal Revenue Service (the "IRS"),
and explains to the IRS the reason for preparing its own schedule. We believe
that the projected payment schedule and comparable yield for the Medium-Term
Notes as set forth above are reasonable and will therefore be respected by the
IRS. Our determination, however, is not binding on the IRS, and it is possible
that the IRS could conclude that some other projected payment schedule or
comparable yield should be used for the Medium-Term Notes.

Sale, Exchange, Retirement, or Other Disposition of the Medium-Term Notes

Upon the maturity of a Medium-Term Note, if the payment at maturity exceeds
the final amount reflected on the projected payment schedule of $1,405.02, a
U.S. Holder will be required to include such excess in income as ordinary OID
income on the maturity date. Alternatively, if the payment at maturity is less
than the final amount reflected on the projected payment schedule, the shortfall
will be treated as an offset to any OID otherwise includible in income by the
U.S. Holder with respect to the Medium-Term Note for 2010, and any remaining
portion of such shortfall may be recognized and deducted by the U.S. Holder as
an ordinary loss.

PS-18

When a U.S. Holder sells, exchanges, converts, or otherwise disposes of a
Medium-Term Note, or we exercise our early redemption right, the U.S. Holder's
gain (or loss) will equal the difference between the amount received by the U.S.
Holder for the Medium-Term Note and the U.S. Holder's adjusted tax basis in the
Medium-Term Note. A U.S. Holder's adjusted tax basis in a Medium-Term Note will
be equal to the U.S. Holder's original purchase price for the Medium-Term Note,
plus any OID accrued by the U.S. Holder. Any gain realized by a U.S. Holder will
be treated as ordinary interest income. Any loss realized by a U.S. Holder will
first offset any OID inclusions for the year of the sale and thereafter will be
treated as ordinary loss to the extent of the U.S. Holder's prior OID inclusions
with respect to the Medium-Term Note. Any additional loss generally will be
treated as a capital loss. Any capital loss recognized by a U.S. Holder will be
a long-term capital loss if such U.S. Holder has held such Medium-Term Note for
more than one year, and a short-term capital loss in other cases. The
deductibility of capital losses by a U.S. Holder is subject to limitations.

Possible Alternative Tax Treatments of the Notes

There are no cases, regulations or rulings addressing the federal income tax
treatment of financial instruments with terms substantially similar to the
Medium-Term Notes. Accordingly, the treatment of the Medium-Term Notes as CPDIs
is not entirely free from doubt. Although we intend to treat the Medium-Term
Notes as CPDIs, and Medium-Term Noteholders by purchasing a Medium-Term Note
will agree to this treatment, it is possible that the IRS could asset that some
other treatment is appropriate. In such event, the nature, timing and character
of any income, gain or loss realized by a U.S Holder from an investment in the
Medium-Term Notes may be significantly different than that described above.
Prospective investors should consult with their tax advisors regarding their tax
consequences in respect of the Medium-Term Notes, including their tax
consequences in the event that the Medium-Term Notes are not treated as CPDIs.

Disclosure Requirements for U.S. Holders Recognizing Significant Losses or
Experiencing Significant Book-Tax Differences.

A U.S. Holder that claims significant losses in respect of a Medium-Term Note
(generally $2 million or more for individuals and partnerships with one or more
noncorporate partners, and $10 million or more for corporations and partnerships
consisting solely of corporate partners) or reports any item or items of income,
gain, expense, or loss in respect of a Medium-Term Note for tax purposes in an
amount that differs from the amount reported for book purposes by more than $10
million on a gross basis in any taxable year may be subject to certain
disclosure requirements for "reportable transactions." Prospective investors
should consult their tax advisors concerning any possible disclosure obligation
with respect to the Medium-Term Notes.

Federal Income Tax Treatment of Non-U.S. Holders.

As used in this discussion, the term "Non-U.S. Holder" means a beneficial
owner of a Medium-Term Note that is, for U.S. federal income tax purposes:

o a nonresident alien individual,

o a foreign corporation,

o a foreign partnership,

o an estate whose income is not subject to U.S. federal income tax on a net
income basis, or

o a trust if no court within the United States is able to exercise primary
jurisdiction over its administration or if no United States persons have
the authority to control all of its substantial decisions.

Payments on the Medium-Term Notes to Non-U.S. Holders will not be subject to
U.S. federal income or withholding tax if the following conditions are
satisfied:

o the Non-U.S. Holder does not actually or constructively own 10% or more
of the total combined voting power of all classes of our stock entitled
to vote,

PS-19

o the Non-U.S. Holder is not a controlled foreign corporation for U.S.
federal income tax purposes that is related to us through actual or
constructive ownership,

o the Non-U.S. Holder is not a bank receiving interest on a loan made in
the ordinary course of its trade or business, and

o the payments are not effectively connected with a trade or business
conducted by the Non-U.S. Holder in the United Stated and either (a) the
Non-U.S. Holder provides a correct, complete and executed IRS Form W-8BEN
or Form W-8IMY (or successor form) with all of the attachments required
by the IRS, or (b) the Non-U.S. Holder holds its Note through a qualified
intermediary (generally a foreign financial institution or clearing
organization or a non-U.S. branch or office of a U.S. financial
institution or clearing organization that is a party to a withholding
agreement with the IRS) which has provided to us an IRS Form W-8IMY
stating that it is a qualified intermediary and has received
documentation upon which it can rely to treat the payment as made to a
foreign person.

In general, gain realized on the sale, exchange or retirement of the
Medium-Term Notes by a Non-U.S. Holder will not be subject to U.S. federal
income tax, unless:

o the gain with respect to the Medium-Term Notes is effectively connected
with a trade or business conducted by the Non-U.S. Holder in the United
States, or

o the Non-U.S. Holder is a nonresident alien individual who holds the
Medium-Term Notes as a capital asset and is present in the United States
for more than 182 days in the taxable year of the sale and certain other
conditions are satisfied.

A Medium-Term Note held by an individual who at death is a Non-U.S. Holder
will not be includible in the individual's gross estate for U.S. federal estate
tax purposes if:

o the Non-U.S. Holder did not at the time of death actually or
constructively own 10% or more of the total combined voting power of all
classes of stock of our stock entitled to vote; and

o the income on the Medium-Term Note would not have been effectively
connected with a trade or business conducted by the Non-U.S. Holder in
the United States at the time of death.

Information Reporting and Backup Withholding.

Information reporting will apply to certain payments on a Medium-Term Note
(including interest and OID) and proceeds of the sale of a Medium-Term Note held
by a U.S. Holder that is not an exempt recipient (such as a corporation). Backup
withholding may apply to payments made to a U.S. Holder if (a) the U.S. Holder
has failed to provide its correct taxpayer identification number on IRS Form
W-9, or (b) we have been notified by the IRS of an underreporting by the U.S.
Holder (underreporting generally refers to a determination by the IRS that a
payee has failed to include in income on its tax return any reportable dividend
and interest payments required to be shown on a tax return for a taxable year).

Backup withholding will not be required with respect to Non-U.S. Holders, so
long as we have received from the Non-U.S. Holder a correct and complete IRS
Form W-8BEN or Form W-8IMY with all of the attachments required by the IRS,
signed under penalty of perjury, identifying the Non-U.S. Holder and stating
that the Non-U.S. Holder is not a United States person. In addition, IRS Form
W-8BEN will be required from the beneficial owners of interests in a Non-U.S.
Holder that is treated as a partnership for U.S. federal income tax purposes.
Interest paid to a Non-U.S. Holder will be reported on IRS Form 1042-S which is
filed with the IRS and sent to Non-U.S. Holders.

Information reporting and backup withholding may apply to the proceeds of a
sale of a Medium-Term Note by a Non-U.S. Holder made within the United States or
conducted through certain U.S. related financial intermediaries, unless the
payor receives the statement described above.

Backup withholding is not an additional tax and may be refunded (or credited
against your U.S. federal income tax liability, if any), provided, that certain
required information is furnished. The information reporting

PS-20

requirements may apply regardless of whether withholding is required. For
Non-U.S. Holders, copies of the information returns reporting such interest and
withholding also may be made available to the tax authorities in the country in
which a Non-U.S. Holder is a resident under the provisions of an applicable
income tax treaty or agreement.

The preceding discussion is only a summary of certain of the tax implications
of an investment in Medium-Term Notes. Prospective investors are urged to
consult with their own tax advisors prior to investing to determine the tax
implications of such investment in light of each such investor's particular
circumstances.

CERTAIN ERISA CONSIDERATIONS

Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"),
prohibits the borrowing of money, the sale of property and certain other
transactions involving the assets of plans that are qualified under the Code
("Qualified Plans") or individual retirement accounts ("IRAs") and persons who
have certain specified relationships to them. Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), prohibits similar
transactions involving the assets of employee benefit plans that are subject to
ERISA ("ERISA Plans"). Qualified Plans, IRAs and ERISA Plans and entities
treated for purposes of ERISA and the Code as holding assets thereof are in this
Prospectus collectively referred to as "Plans."

Persons who have such specified relationships are referred to as "parties in
interest" under ERISA and as "disqualified persons" under the Code. "Parties in
interest" and "disqualified persons" encompass a wide range of persons,
including any fiduciary (for example, investment manager, trustee or custodian),
any person providing services (for example, a broker), the Plan sponsor, an
employee organization any of whose members are covered by the Plan, and certain
persons related to or affiliated with any of the foregoing.

The purchase and/or holding of securities by a Plan with respect to which we,
Bear Stearns, BSSC and/or certain of our affiliates is a fiduciary and/or a
service provider (or otherwise is a "party in interest" or "disqualified
person") could constitute or result in a prohibited transaction under Section
406 of ERISA or Section 4975 of the Code, unless such securities are acquired or
held pursuant to and in accordance with an applicable statutory or
administrative exemption. The Bear Stearns Companies Inc. and several of its
subsidiaries, such as Bear Stearns, are each considered a "disqualified person"
under the Code or "party in interest" under ERISA with respect to many Plans,
although The Bear Stearns Companies Inc. is not a "disqualified person" with
respect to an IRA simply because the IRA is established with Bear Stearns or
because Bear Stearns provides brokerage to the IRA, and none of The Bear Stearns
Companies Inc. or any of its subsidiaries can be a "party in interest" to any
IRA other than certain employer-sponsored IRAs as only employer-sponsored IRAs
are covered by ERISA.

Applicable exemptions may include certain prohibited transaction class
exemptions ("PTCEs") (for example, PTCE 84-14 relating to qualified professional
asset managers, PTCE 96-23 relating to certain in-house asset managers, PTCE
90-1 relating to insurance company pooled separate accounts, PTCE 91-38 relating
to bank collective trust funds and PTCE 95-60 relating to insurance company
general accounts).

A fiduciary who is responsible for an ERISA Plan engaging in a non-exempt
prohibited transaction may be liable for any losses to the Plan resulting from
such transaction and may be subject to a penalty under ERISA. Also, Code Section
4975 generally imposes an excise tax on disqualified persons who engage,
directly or indirectly, in similar types of non-exempt transactions with the
assets of Plans subject to such Section.

In accordance with ERISA's general fiduciary requirement, a fiduciary with
respect to any ERISA Plan who is considering the purchase of securities on
behalf of such plan should determine whether such purchase is permitted under
the governing plan document and is prudent and appropriate for the ERISA Plan in
view of its overall investment policy and the composition and diversification of
its portfolio. Plans established with, or for which services are provided by,
us, Bear Stearns, BSSC and/or certain of our affiliates should consult with
counsel before making any acquisition. Each purchaser of any securities, the
assets of which constitute the assets of one or more Plans and each fiduciary
that directs such purchaser with respect to the purchase or holding of such
securities, will be deemed to represent that the purchase and holding of the
securities does not constitute a prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code for which an exemption is not available.

PS-21

USE OF PROCEEDS AND HEDGING

We will use the net proceeds from the sale of the Medium-Term Notes for
general corporate purposes and, in part, for hedging by us or one or more of our
subsidiaries of our obligations under the Medium-Term Notes. On or before the
date of this Pricing Supplement, we will hedge, through our subsidiaries and
others, our anticipated exposure in connection with the Medium-Term Notes by the
purchase and sale of exchange-traded and over-the-counter options on, or other
derivative or synthetic instruments related to, the Underlying Securities,
futures contracts on the Underlying Securities and/or options on such futures
contracts. At various times after the initial offering and before the maturity
of the Medium-Term Notes, depending on market conditions (including the value of
the Underlying Securities), in connection with hedging with respect to the
Medium-Term Notes, we expect that we and/or one or more of our subsidiaries will
increase or decrease our initial hedging positions using dynamic hedging
techniques and may take long or short positions in the Underlying Securities and
listed or over-the-counter options contracts in, or other derivative or
synthetic instruments related to, the Underlying Securities. In addition, we
and/or one or more of our subsidiaries may periodically purchase or otherwise
acquire a long or short position in the Medium-Term Notes and may, in our or
their discretion, hold or resell such Medium-Term Notes. We or one or more of
our subsidiaries may also take positions in other types of appropriate financial
instruments that may become available in the future. If we or one or more of our
subsidiaries has a long hedge position in the Underlying Securities or options
contracts in, or other derivative or synthetic instruments related to, the
Underlying Securities, then we or one or more of our subsidiaries may liquidate
a portion of its holdings at or about the time of the maturity of the
Medium-Term Notes. Depending on, among other things, future market conditions,
the total amount and the composition of such positions are likely to vary over
time. We will not be able to ascertain our profits or losses from any hedging
position until such position is closed out and any offsetting position or
positions is taken into account. Although we have no reason to believe that such
hedging activity will have a material impact on the price of such options,
stocks, futures contracts and such options on futures contracts or on the value
of the Underlying Securities, we cannot guarantee that we and our subsidiaries
will not affect such prices or value as a result of our hedging activities. You
should also refer to "Use of Proceeds" in the accompanying Prospectus.

VALIDITY OF the MEDIUM-TERM NOTES

The validity of the Medium-Term Notes will be passed upon for us by
Cadwalader, Wickersham & Taft LLP, New York, New York.

PS-22

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You should only rely on the information
contained in this pricing supplement, the
accompanying prospectus supplement and
prospectus. We have not authorized anyone to
provide you with information or to make any
representation to you that is not contained
in this pricing supplement, the accompanying
prospectus supplement and prospectus. If
anyone provides you with different or
inconsistent information, you should not rely
on it. This pricing supplement, the
accompanying prospectus supplement and
prospectus are not an offer to sell these
securities, and these documents are not
soliciting an offer to buy these securities,
in any jurisdiction where the offer or sale
is not permitted. You should not under any
circumstances assume that the information in
this pricing supplement, the accompanying
prospectus supplement and prospectus is
correct on any date after their respective
dates.
$11,111,000

---------------
THE BEAR STEARNS COMPANIES INC.
TABLE OF CONTENTS

Pricing Supplement Medium Term Notes,
Series B

Certain Definitions.............................PS-2
Summary Information.............................PS-3
Risk Factors....................................PS-6
Description of the Medium-Term Notes...........PS-10 PRICING SUPPLEMENT
The Underlying Securities......................PS-15
Certain U.S. Federal Income Tax Considerations.PS-17 Bear, Stearns & Co. Inc.
Certain ERISA Considerations...................PS-21
Use of Proceeds and Hedging....................PS-22 July 10, 2003
Validity of the Medium-Term Notes..............PS-22

Prospectus Supplement

Risk Factors.....................................S-3
Pricing Supplement...............................S-5
Description of Notes.............................S-6
Certain United States Federal Income Tax
Considerations...............................S-23
Supplemental Plan of Distribution...............S-34
Validity of the Medium-Term Notes...............S-35
Glossary........................................S-36

Prospectus

Where You Can Find More Information................3
Certain Definitions................................4
The Bear Stearns Companies Inc.....................4
Use of Proceeds....................................5
Ratio Information..................................5
Description of Debt Securities.....................6
Description of Warrants...........................13
Limitations on Issuance of Bearer Debt
Securities and Bearer Warrants.................16
Description of Preferred Stock....................17
Description of Depositary Shares..................20
Book-Entry Procedures and Settlement..............23
Plan of Distribution..............................25
ERISA Considerations..............................27
Experts...........................................28
Validity of the Securities........................28

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