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) February 11, 2003


                         THE BEAR STEARNS COMPANIES INC.
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             (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
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          (former name or former address, if changed since last report)








Item 5.  Other Events
         -------------

            Filed herewith are copies of:

      (a)   Opinion of Cadwalader, Wickersham & Taft as to legality of the 3.00%
            Global Notes due 2006 to be issued by the Company.

      (b)   Opinion of Cadwalader, Wickersham & Taft as to certain federal
            income tax consequences described in the Prospectus Supplement,
            dated February 11, 2003, to the Prospectus, dated January 25, 2002,
            included in the Registration Statement on Form S-3 filed by the
            Company (Registration No. 333-76894).

      (c)   Consent of Cadwalader, Wickersham & Taft.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
         ------------------------------------------------------------------

      (a)   Financial Statements of Businesses Acquired:

            Not applicable.

      (b)   Pro Forma Financial Information:

            Not applicable.

      (c)   Exhibits:

            The following exhibits are incorporated by reference into the
            Registration Statement on Form S-3 (Registration No. 333-76894) as
            exhibits to such Registration Statement:

            5(a)    Opinion of Cadwalader, Wickersham & Taft as to legality of
                    the 3.00% Global Notes due 2006 to be issued by the Company.

            8(a)    Opinion of Cadwalader, Wickersham & Taft as to certain
                    federal income tax consequences (Included in Exhibit 5(a)).

            23(c)   Consent of Cadwalader, Wickersham & Taft
                    (Included in Exhibit 5(a)).








                                   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 thereunto duly authorized.


                                       THE BEAR STEARNS COMPANIES INC.



                                       By:  /s/  Marshall J Levinson
                                          --------------------------------------
                                          Marshall J Levinson
                                          Controller
                                          (Principal Accounting Officer)

Dated:  February 19, 2003








                         THE BEAR STEARNS COMPANIES INC.

                                    FORM 8-K

                                 CURRENT REPORT

                                  EXHIBIT INDEX
                                  -------------



Exhibit No.       Description
-----------       -----------

5(a)              Opinion of Cadwalader, Wickersham & Taft as to legality of the
                  3.00% Global Notes due 2006 to be issued by The Bear Stearns
                  Companies Inc.

8(a)              Opinion of Cadwalader, Wickersham & Taft as to certain federal
                  income tax consequences (Included in Exhibit 5(a)).

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