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 * LEHMAN MARK E   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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP (Last) (First) (Middle) C/O BEAR, STEARNS & CO. INC., 383 MADISON AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/14/2005 (Street) NEW YORK, NY 10179 4. If Amendment, Date Original Filed(Month/Day/Year) 02/16/2005 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

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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

CAP Units (1999)

(1)

02/14/2005

A(2)

4,921

11/30/2004

11/30/2004

Common Stock

4,921

$ 0

4,921

D

CAP Units (1999)

(1)

02/14/2005

J(3)

2,460

11/30/2004

11/30/2004

Common Stock

2,460

$ 0

2,461

D

CAP Units (2000)

(1)

02/14/2005

A(2)

4,543

11/30/2005

11/30/2005

Common Stock

4,543

$ 0

36,233

D

CAP Units (2000)

(1)

02/14/2005

J(3)

2,271

11/30/2005

11/30/2005

Common Stock

2,271

$ 0

33,962

D

CAP Units (2001)

(1)

02/14/2005

A(2)

614

11/30/2006

11/30/2006

Common Stock

614

$ 0

4,924

D

CAP Units (2001)

(1)

02/14/2005

J(3)

307

11/30/2006

11/30/2006

Common Stock

307

$ 0

4,617

D

CAP Units (2002)

(1)

02/14/2005

A(2)

1,939

11/30/2007

11/30/2007

Common Stock

1,939

$ 0

15,467

D

CAP Units (2002)

(1)

02/14/2005

J(3)

969

11/30/2007

11/30/2007

Common Stock

969

$ 0

14,498

D

CAP Units 2003

(1)

02/14/2005

A(2)

2,103

11/30/2008

11/30/2008

Common Stock

2,103

$ 0

16,771

D

CAP Units 2003

(1)

02/14/2005

J(3)

1,051

11/30/2008

11/30/2008

Common Stock

1,051

$ 0

15,720

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEHMAN MARK E C/O BEAR, STEARNS & CO. INC. 383 MADISON AVENUE NEW YORK, NY 10179			EVP

Signatures

By: Mark E. Lehman		02/15/2005
**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)	This type of derivative security typically does not have a conversion or exercise price
(2)	CAP Units credited to Reporting Person's account (as of 2/14/05) based on Fiscal Year 2004 Net Earnings Adjustments pursuant to the Issuer's Capital Accumulation Plan for Senior Managing Directors (CAP Plan); exempt under Rule 16b-3.
(3)	The CAP Units were granted to the Reporting Person. On 11/17/04, the Reporting Person transferred the economic benefit of 1/2 of the CAP Units to his wife pursuant to a Property Settlement Agreement. Pursuant to the Property Settlement Agreement, the Reporting Person is deemed to hold 1/2 of the CAP Units for the benefit of his wife. The Reporting Person's wife is entitled to 1/2 of the shares issued upon vesting of the CAP Units and may be deemed the indirect beneficial owner of 1/2 of the CAP Units. The Reporting Person disclaims beneficial ownership of 1/2 of the CAP Units except to the extent of his pecuniary interest therein.

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