PRICING SUPPLEMENT NO. 3 Rule 424(b)(3) DATED: January 30, 2002 File No. 333-76894 (To Prospectus dated January 25, 2002, and Prospectus Supplement dated January 25, 2002) $10,006,693,162 THE BEAR STEARNS COMPANIES INC. MEDIUM-TERM NOTES, SERIES B Principal Amount: $25,000,000 Floating Rate Notes [ ] Book Entry Notes [x] Original Issue Date: 2/1/2002 Fixed Rate Notes [x] Certificated Notes [ ] Maturity Date: 3/3/2003 CUSIP#: 073928WH2 Option to Extend Maturity: No [x] Yes [ ] Final Maturity Date: Optional Optional Redemption Repayment Repayment Redeemable On Price(s) Date(s) Price(s) ------------- -------------- ------------- ----------- N/A N/A N/A N/A Applicable Only to Fixed Rate Notes: ----------------------------------- Interest Rate: 2.54% Interest Payment Date(s): * Applicable Only to Floating Rate Notes: -------------------------------------- Interest Rate Basis: Maximum Interest Rate: [ ] Commercial Paper Rate Minimum Interest Rate: [ ] Federal Funds Effective Rate [ ] Federal Funds Open Rate Interest Reset Date(s): [ ] Treasury Rate Interest Reset Period: [ ] LIBOR Reuters Interest Payment Date(s): [ ] LIBOR Telerate [ ] Prime Rate [ ] CMT Rate Initial Interest Rate: Interest Payment Period: Index Maturity: Spread (plus or minus): * September 3, 2002 and at Maturity. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.