UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K
                                 Current Report

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 28, 2005

                         THE BEAR STEARNS COMPANIES INC.
             (Exact name of registrant as specified in its charter)



        DELAWARE                 File No. 1-8989                 13-3286161
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    (State or other          (Commission File Number)          (IRS Employer
    jurisdiction of                                            Identification
     incorporation)                                               Number)


                  383 Madison Avenue, New York, New York          10179
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               (Address of principal executive offices)         (zip code)


    Registrant's telephone number, including area code:    (212) 272-2000
                                                        ------------------------


                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

      |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events.
          -------------

      Filed herewith are copies of:

      (a)   Form of Medium-Term Note, Series B (Principal Protected 2.00% Coupon
            Notes Linked to the S&P 500(R) Index Due September 30, 2010).

      (b)   Opinion of Cadwalader, Wickersham & Taft LLP as to certain federal
            income tax consequences described in the Pricing Supplement, dated
            March 28, 2005, to the Prospectus Supplement and the Prospectus,
            each dated February 2, 2005, included in the Registration Statement
            on Form S-3 filed by the Company (Registration No. 121744).

      (c)   Consent of Cadwalader, Wickersham & Taft LLP.


Item 9.01  Financial Statements and Exhibits.
           ---------------------------------

      (c)   Exhibits:

            The following exhibits are incorporated by reference into the
            Registration Statement on Form S-3 (Registration No. 333-121744) as
            exhibits to such Registration Statement:

            4(b)(20)    Form of Medium-Term Note, Series B (Principal Protected
                        2.00% Coupon Notes Linked to the S&P 500(R) Index Due
                        September 30, 2010).

            8(a)        Opinion of Cadwalader, Wickersham & Taft LLP as to
                        certain federal income tax consequences.

            23(c)       Consent of Cadwalader, Wickersham & Taft LLP (Included
                        in Exhibit 8(a)). 


                                       2


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       THE BEAR STEARNS COMPANIES INC.



                                       By: /s/ Jeffrey M. Farber
                                          --------------------------------------
                                          Jeffrey M. Farber
                                          Controller
                                          (Principal Accounting Officer)
Dated:  April 5, 2005



                         THE BEAR STEARNS COMPANIES INC.

                                    FORM 8-K

                                 CURRENT REPORT

                                  EXHIBIT INDEX



Exhibit No.     Description

4(b)(20)    Form of Medium-Term Note, Series B (Principal Protected 2.00% Coupon
            Notes Linked to the S&P 500(R) Index Due September 30, 2010).

8(a)        Opinion of Cadwalader, Wickersham & Taft LLP as to certain federal
            income tax consequences.

23(c)       Consent of Cadwalader, Wickersham & Taft LLP (Included in Exhibit
            8(a)).