FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * J P MORGAN CHASE & CO   2. Issuer Name and Ticker or Trading Symbol BEAR STEARNS COMPANIES INC [BSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 270 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 05/29/2008 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/29/2008   X   1,300 A $ 60 119,060,475 D (1)   Common Stock 05/29/2008   X   800 A $ 100 119,061,275 D (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to Sell Common Stock (Short Position)

$ 60

05/29/2008

X

1,300

04/07/2008

01/15/2010

Common Stock

1,300

$ 60

12,500

I

by subsidiary

Options to Sell Common Stock (Short Position)

$ 100

05/29/2008

X

800

04/07/2008

01/15/2010

Common Stock

800

$ 100

8,300

I

by subsidiary

Option to Buy Common Stock (Short Position)

$ 110

05/30/2008

P

168,900

04/07/2008

01/16/2010

Common Stock

168,900

$ 0.01

0

I

by subsidiary

Option to Buy Common Stock (Short Position)

$ 100

05/30/2008

P

590,700

04/07/2008

01/17/2009

Common Stock

590,700

$ 0.01

0

I

by subsidiary

Option to Buy Common Stock (Short Position)

$ 105

05/30/2008

P

205,600

04/07/2008

01/17/2009

Common Stock

205,600

$ 0.01

0

I

by subsidiary

Option to Buy Common Stock (Short Position)

$ 110

05/30/2008

P

608,500

04/07/2008

01/17/2009

Common Stock

608,500

$ 0.01

0

I

by subsidiary

$183,000 Reverse Exchangeables Notes

(2)

05/30/2008

J(2)

0 (2)

(2)

05/30/2008

See footnote (2)

(2)

$ 0

0

I

by subsidiary

Reporting Owners

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

Signatures

/s/ Anthony J. Horan		06/02/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes the indirect beneficial ownership of 2,100 shares owned by J.P. Morgan Whitefriars Inc., a wholly owned subsidiary of the Reporting Person.
(2)	Pursuant to the terms of these Notes, the Reporting Person was obligated to deliver on the expiration date the number of shares of common stock of the Issuer ("Common Stock") equal to $183,000 divided by $147.55, plus accrued unpaid interest, or the cash value thereof. The Notes were settled as of May 30, 2008 by delivering $71.74 in cash per $1,000 principal amount of the Notes.

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