Edgar Filing: BEAR STEARNS COMPANIES INC

PRICING SUPPLEMENT Filed pursuant to Rule 424(b)(3)
(To Prospectus Dated April 24, 2003 and Registration No. 333-104455
Prospectus Supplement Dated April 24, 2003)

$14,000,000

THE BEAR STEARNS COMPANIES INC.

MEDIUM-TERM NOTES, SERIES B

o The Medium-Term Notes are unsecured debt securities o The Final Equity Value by which to calculate the above
of The Bear Stearns Companies Inc. formula is the average closing price of a share of common
stock of Fifth Third Bancorp (ticker "FITB"), as reported on
o The Medium-Term Notes are linked to the value of the the Nasdaq National Market, for the 20 Business Days prior
common stock of Fifth Third Bancorp as reported on to and including the Calculation Date.
the Nasdaq National Market. Fifth Third Bancorp is
not involved in this offering and has no obligations o The Medium-Term Notes will be subject to
with respect to the Medium-Term Notes. early redemption:

o Interest will be paid semi-annually beginning on (i) at the option of the investor, upon 20 Business Days
November 12, 2003, at a rate of 0.25% of the principal notice, at an amount per note equal to:
amount of the Medium-Term Notes per annum. (principal amount / 55.8522) x the Final Equity Value;

and
o The Medium-Term Notes will be book-entry.
(ii) at our option, after May 12, 2006, upon 5
Business Days notice, at an amount per note equal to
o The maturity date is May 12, 2010. the principal amount, plus accrued and unpaid
interest, if any.
o Minimum denominations of $1,000 increased in multiples
of $1,000.

o The Notes are 100% principal protected if held to
maturity. On the maturity date, we will pay to you an
amount per note equal to the greater of:

(i) principal amount, plus accrued and unpaid
interest, if any; or

(ii) (principal amount / 55.8522) x the Final
Equity Value.

Investment in the Medium-Term Notes involves certain risks. You should
refer to "Risk Factors" beginning on page PS-6 of this Pricing Supplement.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PRICING SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

We expect that the Medium-Term Notes will be ready for delivery in
book-entry form only through the book-entry facilities of The Depository Trust
Company in New York, New York, on or about May 12, 2003 against payment in
immediately available funds. The distribution of the Medium-Term Notes will
conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.

BEAR, STEARNS & CO. INC.

APRIL 28, 2003

CERTAIN DEFINITIONS

Unless otherwise stated in this pricing supplement:

o the "Company," "we," "us" and "our" refer to The Bear Stearns
Companies Inc. and its subsidiaries;

o "Bear Stearns" refers to Bear, Stearns & Co. Inc.;

O "BSSC" refers to Bear, Stearns Securities Corp.

o "Exchange Act" refers to the Securities and Exchange Act of 1934, as
amended;

o "Nasdaq" refers to the Nasdaq National Market;

o "SEC" refers to the Securities and Exchange Commission; and

o "US dollars," "dollars," "US $" and "$" refer to the lawful
currency of the United States of America.

PS-2

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SUMMARY INFORMATION

WHAT ARE THE MEDIUM-TERM NOTES?

The Medium-Term Notes are our senior debt securities and are not secured
by collateral. The Medium-Term Notes will rank equally with all our other
unsecured and unsubordinated debt. The Medium-Term Notes will mature on May 12,
2010. Because we are a holding company, the Medium-Term Notes will be
effectively subordinated to the claims of creditors of our subsidiaries with
respect to those subsidiaries' assets.

You may only transfer the Medium-Term Notes in denominations of $1,000,
increased in multiples of $1,000. You will not have the right to receive
physical certificates evidencing your ownership. Instead, we will issue the
Medium-Term Notes in the form of a global certificate, which will be held by The
Depository Trust Company ("DTC") or its nominee. Direct and indirect
participants in DTC will record beneficial ownership of the Medium-Term Notes by
individual investors. You should refer to "Description of Notes--Book-Entry
Notes--Registration, Transfer and Payments" in the accompanying Prospectus
Supplement.

WHAT PERIODIC INTEREST PAYMENTS WILL I RECEIVE AND WHEN?

We will pay interest on the principal amount of your Medium-Term Notes at
a rate of 0.25% per annum. We will make interest payments semi-annually on May
12 and November 12 of each year, beginning November 12, 2003. At the maturity
date, you will receive any accrued and unpaid interest, if any.

WHAT WILL I RECEIVE AT THE MATURITY DATE OF THE MEDIUM-TERM NOTES?

The value of the Medium-Term Notes is tied to the value of the common
stock of Fifth Third Bancorp (the "Underlying Securities"), which is listed on
Nasdaq. We have designed the Medium-Term Notes for investors who want to insure
that their principal is protected but who also want to participate in possible
increases in the value of the Underlying Securities.

At the maturity date, you will receive a payment per Medium-Term Note
equal to the greater of:

(i) principal amount, plus accrued an unpaid
interest, if any; or

(ii) (principal amount / 55.8522) x the Final
Equity Value.

As a result, if you hold the Medium-Term Notes until the maturity date,
your initial principal investment is 100% protected. If the value of the
Underlying Securities increases, you may be entitled to a portion of such
increase.

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PS-3

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ARE THE MEDIUM-TERM NOTES SUBJECT TO EARLY REDEMPTION?

Yes. The Medium-Term Notes may be converted into cash, at the option of
the investor, upon 20 Business Days notice, on any day after May 12, 2003 which
is a trading day on Nasdaq, other than a day on which trading is scheduled to
close prior to its regular weekday closing time. If you elect to convert the
Medium-Term Notes into cash prior to the maturity date, you will receive an
amount per Medium-Term Note equal to:

(principal amount / 55.8522) x the Final Equity Value.

The Final Equity Value is the value of the Underlying Security on the
Calculation Date, based on the average closing price per share of the common
stock of Fifth Third Bancorp, as reported on Nasdaq, for the 20 Business Days
prior to and including the Calculation Date. If the Medium-Term Notes are
converted into cash at the option of the investor, the Calculation Date will be
the date specified in the investor's irrevocable written notice of conversion on
which the investor wishes to convert its Medium-Term Notes into cash.

If you elect to convert any or all of the Medium-Term Notes you hold into
cash prior to the maturity date, your principal investment is not guaranteed.
The amount paid to you upon conversion will be based upon the value of the
Underlying Security, and may be greater than or less than your initial
investment. You will not receive accrued and unpaid interest, if any, through
the Conversion Date.

The Medium-Term Notes may be also be called by us, upon 5 Business Days
notice, on any day after May 12, 2006. If we elect to call the Medium-Term Notes
after May 12, 2006 and prior to the maturity date, you will receive a payment
per Medium-Term Note equal to the principal amount, plus accrued and unpaid
interest, if any.

The Holder may still exercise its Conversion Right, notwithstanding the
fact that we have designated a call date, provided the Holder gives notice of
its intention to Convert its Medium-Term Notes prior to the Call Date. As a
result, if the price of the Underlying Securities has increased, and we call the
Medium-Term Notes and you do not elect to convert your Medium-Term Notes prior
to the Call Date you will receive your initial principal investment and not any
portion of the increase in the Underlying Securities.

For more specific information about the Medium-Term Notes, you should
refer to "Description of the Medium-Term Notes."

WHAT DOES "PRINCIPAL PROTECTED" MEAN?

"Principal Protected" means that your principal investment in the
Medium-Term Notes will not be at risk due to a decline in the value of the
Underlying Securities if the Medium-Term Notes are held to maturity. You may
receive less than the principal amount of your Medium-Term Notes if you sell the
Medium-Term Notes prior to maturity.

HOW HAVE THE UNDERLYING SECURITIES PERFORMED HISTORICALLY?

We have provided tables, beginning on page PS-16, showing the performance
of the Underlying Securities from the first quarter of 1997 through April 28,
2003. As of April 28, 2003, the closing price for the Underlying Securities on
Nasdaq was $49.75. We have provided this historical information to help you
evaluate the behavior of the Underlying Securities so that you can make an
informed decision with respect to an investment in the Medium-Term Notes. You
should realize, however, that past performance is not necessarily indicative of
how the Underlying Securities will perform in the future.

WILL THE MEDIUM-TERM NOTES BE LISTED ON A SECURITIES EXCHANGE?

No, the Medium-Term Notes will not be listed on any securities exchange.
The Medium-Term Notes will trade in DTC's Same-Day Funds Settlement System.
Accordingly, settlement

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PS-4

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of any secondary market trading activity for the Medium-Term Notes will
settle in immediately available funds.

HOW WILL I BE ABLE TO FIND THE VALUE OF THE MEDIUM-TERM NOTES AND THE
UNDERLYING SECURITIES?

You may call us at (212) 272-4805 to obtain the value of the Underlying
Securities and the Medium-Term Notes.

WHAT IS THE ROLE OF OUR SUBSIDIARY, BEAR STEARNS?

Our subsidiary, Bear Stearns, will be our calculation agent (the
"Calculation Agent") for purposes of calculating the Final Equity Value. Under
certain circumstances, these duties could result in a conflict of interest
between Bear Stearns' status as our subsidiary and its responsibilities as
Calculation Agent. You should refer to "Risk Factors--Potential Conflicts of
Interest Exist because we control Bear, Stearns & Co. Inc., which will act as
the Calculation Agent."

ARE THERE ANY RISKS ASSOCIATED WITH MY INVESTMENT?

Yes, the Medium-Term Notes are subject to certain risks. You should refer
to "Risk Factors" below.

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF INVESTING IN THE
MEDIUM-TERM NOTES?

Because the Medium-Term Notes are contingent payment debt instruments for
federal income tax purposes, a U.S. Holder of a Note will be required to include
original issue discount ("OID") in gross income over the term of the Note,
without regard to the actual Interest payments received. The amount of OID
includible in each year is based on our "comparable yield." In addition, we have
computed a "projected payment schedule" that produces the comparable yield. The
comparable yield and the projected payment schedule are neither predictions nor
guarantees of the actual yield on the Medium-Term Notes or the actual payment at
maturity. If the amount we actually pay at maturity is, in fact, less than the
amount reflected on the projected payment schedule, then a U.S. Holder would
have recognized taxable income in periods prior to maturity that exceeds the
U.S. Holder's economic income from holding the Note during such periods (with an
offsetting ordinary loss). If a U.S. Holder disposes of the Note prior to
maturity, the U.S. Holder will be required to treat any gain recognized upon the
disposition of the Note as ordinary income (rather than capital gain). See
"Certain U.S. Federal Income Tax Considerations" in this pricing supplement and
"Certain US Federal Income Tax Considerations" in the prospectus supplement.

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PS-5

RISK FACTORS

You should carefully consider the following risk factors before deciding
to invest in the Medium-Term Notes. All disclosure contained in this Pricing
Supplement regarding the risks related to Fifth Third Bancorp is derived from
publicly available information. Neither we nor Bear Stearns take any
responsibility for the accuracy or completeness of such information. Copies of
registration statements, reports and other information filed by Fifth Third
Bancorp may be inspected and copied at certain offices of the SEC at the
addresses and contacts listed under "Where You Can Find More Information" in the
Prospectus.

RISKS RELATED TO THE MEDIUM-TERM NOTES

YOUR YIELD MAY BE BELOW MARKET INTEREST RATES ON THE PRICING DATE.

The payment made on the Medium-Term Notes at maturity may be below what we
would pay as interest as of the pricing date if we had issued non-callable
senior debt securities with a similar maturity to that of the Medium-Term Notes.
The return of principal at maturity and any payment of any amount of the Final
Equity Value may not reflect the full opportunity costs implied by inflation or
other factors relating to the time value of money.

YOUR RETURN ON THE MEDIUM-TERM NOTES COULD BE LESS THAN IF YOU OWNED THE
UNDERLYING SECURITIES.

You will not receive any appreciation unless the Final Equity Value
exceeds 112.5% of the value of the Underlying Securities on April 28, 2003.
Therefore, your return on the Medium-Term Notes could be less than the return
obtainable if you had owned the Underlying Securities.

Your return on the Medium-Term Notes also will not reflect the return you
would realize if you actually owned the Underlying Securities and received the
dividends, if any, paid on those securities. This is, in part, because the
Calculation Agent will calculate amounts payable to you by reference to the
market value of the Underlying Securities without taking into consideration the
value of dividends, if any, paid on those securities.

THE APPRECIATION POTENTIAL OF THE MEDIUM-TERM NOTES MAY BE LIMITED BY OUR
CALL RIGHT.

If we exercise our call right, you will receive the principal amount of
your Medium-Term Notes. We may call the Medium-Term Notes at any time on or
after May 12, 2006 upon 5 Business Days notice. A Holder (as defined below) may
still exercise its Conversion Right, notwithstanding the fact that we have
called the notes, provided the Holder elects to convert its Medium-Term Notes
and gives notice of its intention to convert its Medium-Term Notes prior to the
Call Date. As a result, if the price of the Underlying Securities has increased,
and we call the Medium-Term Notes and you do not elect to convert your
Medium-Term Notes prior to the Call Date, you will receive your initial
principal investment, plus any accrued and unpaid interest, if any, and not any
portion of the increase in the Underlying Securities.

YOU HAVE NO RIGHTS AGAINST FIFTH THIRD BANCORP EVEN THOUGH THE FINAL EQUITY
VALUE IS BASED ON THE MARKET VALUE OF FIFTH THIRD BANCORP'S STOCK.

Actions by Fifth Third Bancorp may have an adverse effect on the market
value of the Underlying Securities and the Medium-Term Notes. However, Fifth
Third Bancorp is not involved in the offering of the Medium-Term Notes and has
no obligations with respect to the Medium-Term Notes, including any obligation
to take our or your interests into consideration for any reason. Neither Bear
Stearns nor The Bear Stearns Companies Inc. is affiliated with Fifth Third
Bancorp. Moreover, neither Bear Stearns nor The Bear Stearns Companies Inc. has
the ability to control or predict the actions of Fifth Third Bancorp, including
any corporate actions of the type that may require the Calculation Agent to
adjust the Final Equity Value. Fifth Third Bancorp will not receive any of the
proceeds of the offering of the

PS-6

Medium-Term Notes made hereby and is not responsible for, and has not
participated in, the determination of the timing of, prices for, or quantities
of, the Medium-Term Notes to be issued. Fifth Third Bancorp is not involved with
the administration, marketing or trading of the Medium-Term Notes and has no
obligations with respect to the amount to be paid to you on the maturity date.
As an investor in the Medium-Term Notes, you will not have voting rights or
rights to receive dividends or other distributions or any other rights with
respect to Fifth Third Bancorp stock.

THE VALUE OF THE MEDIUM-TERM NOTES WILL BE AFFECTED BY NUMEROUS FACTORS, SOME OF
WHICH ARE RELATED IN COMPLEX WAYS.

Our creditworthiness and a number of factors, including the value of the
Underlying Securities, the volatility of the price of the Underlying Securities,
market interest rates, dividend rates on the Underlying Securities and the time
remaining to the maturity of the Medium-Term Notes, are expected to affect any
secondary market for the Medium-Term Notes. You should refer to "Description of
the Medium-Term Notes" and "The Underlying Securities" below. Some of these
factors are interrelated in complex ways; as a result, the effect of any one
factor may be offset or magnified by the effect of another factor. The following
describes the expected impact on the market value of the Medium-Term Notes given
a change in a specific factor, assuming all other conditions remain constant.

o Redemption Feature. Our ability to call the Medium-Term Notes prior to the
maturity date is likely to limit the secondary market price at which the
Medium-Term Notes will trade.

o Value of the Underlying Securities. We expect that the market value of the
Medium-Term Notes will depend substantially on the value of the Underlying
Securities. If you choose to sell your Medium-Term Notes when the value of
the Underlying Securities is below the Conversion Strike Price of
$55.8622, you may receive less than the principal amount of your
Medium-Term Notes and substantially less than the amount that would be
payable at maturity. Political, economic and other developments over which
we have no control affect the value of the Underlying Securities and may
also affect the value of the Medium-Term Notes.

o Interest Rates. We expect that the trading value of the Medium-Term Notes
will be affected by changes in interest rates. In general, and assuming
other factors remain constant, if U.S. interest rates increase, we expect
that the trading value of the Medium-Term Notes will decrease. If U.S.
interest rates decrease, we expect the trading value of the Medium-Term
Notes will increase. Interest rates may also affect the U.S. economy and,
in turn, the value of the Underlying Securities.

o Volatility of the Price of the Underlying Security. Volatility is the term
used to describe the size and frequency of market fluctuations. If the
volatility of the price of the Underlying Security increases, we expect
that the trading value of the Medium-Term Notes will increase. If the
volatility of the price of the Underlying Security decreases, we expect
that the trading value of the Medium-Term Notes will decrease.

o Merger and Acquisition Transactions. The Underlying Securities may be
affected by mergers and acquisitions, which can contribute to volatility
of the Underlying Security's market value. Additionally, as a result of a
merger or acquisition, the Underlying Securities may be replaced with a
surviving or acquiring entity's securities. The surviving or acquiring
entity's securities may not have the same characteristics as the
Underlying Securities. The Final Equity Value will be adjusted for the
occurrence of any such transactions. See "Description of the Medium-Term
Notes--Anti-Dilution Adjustments."

o Time Remaining to Maturity. The Medium-Term Notes may trade at a value
above that which would be expected based on the value of the Underlying
Securities. This difference would reflect a "time premium" due to
expectations concerning the value of the Underlying Securities during the
period prior to the maturity date of the Medium-Term Notes. However, as
the time remaining to the

PS-7

maturity date of the Medium-Term Notes decreases, we expect that this time
premium will decrease, lowering the trading value of the Medium-Term
Notes.

o Dividend Yields. If dividend yields on the Underlying Securities increase,
the value of the Medium-Term Notes may be adversely affected
because the Final Equity Value does not incorporate the value of those
payments. You are not entitled to any dividend from the Underlying
Securities as a result of your holding of the notes.

o Our Credit Ratings, Financial Condition and Results. Actual or anticipated
changes in our credit ratings, financial condition or results may
significantly affect the market value of the Medium-Term
Notes.

o Economic Conditions and Earnings Performance of Fifth Third Bancorp.
General economic conditions and earnings results of Fifth Third Bancorp
and real or anticipated changes in those conditions or results may affect
the market value of the Medium-Term Notes.

You should understand that the impact of one of the factors specified
above, such as an increase in interest rates, may offset some or all of any
change in the trading value of the Medium-Term Notes attributable
to another factor, such as an increase in the price of the Underlying Security.
In general, assuming all relevant factors are held constant, the effect on the
trading value of the Medium-Term Notes of a given change in most
of the factors listed above will be less if it occurs later than if it occurs
earlier in the term of the Medium-Term Notes. However, we expect
that the effect on the trading value of the Medium-Term Notes of a
given increase or decrease in the value of the Underlying Securities will be
greater if it occurs later in the term of the Medium-Term Notes
than if it occurs earlier in the term of the Medium-Term Notes.

THE TRADING MARKET IS UNCERTAIN AND COULD BE ILLIQUID.

The Medium-Term Notes will not be listed on any securities exchange. Bear
Stearns will not be obligated to engage in any market making activities or
continue them once it has started. Accordingly, we cannot guarantee that there
will be a secondary market in the Medium-Term Notes, or that Bear Stearns will
make a secondary market in the Medium-Term Notes. If any such secondary market
forms, that market may be illiquid.

HISTORICAL VALUES OF THE UNDERLYING SECURITIES SHOULD NOT BE TAKEN AS AN
INDICATION OF FUTURE PERFORMANCE OF THE UNDERLYING SECURITIES DURING THE TERM OF
THE MEDIUM-TERM NOTES.

You should not consider the historical values of the Underlying Securities
to be an indication of the future performance of the Underlying Securities
during the term of the Medium-Term Notes. We cannot predict whether the value of
the Underlying Securities will fall or rise. Moreover, the value of the
Medium-Term Notes may not necessarily bear a direct relationship to the value of
the Underlying Securities. The trading price of the Underlying Securities will
be influenced both by the complex and interrelated political, economic,
financial and other factors that can affect the capital markets generally and
the equity trading markets on which the Underlying Securities are traded, and by
various circumstances that can influence the values of the Underlying Securities
in a specific market segment or a particular underlying stock.

WE MAY ENGAGE IN BUSINESS WITH OR INVOLVING FIFTH THIRD BANCORP WITHOUT REGARD
TO YOUR INTERESTS.

We or our affiliates may presently or from time to time engage in business
with Fifth Third Bancorp, including extending loans to, or making equity
investments in, Fifth Third Bancorp or providing advisory services to Fifth
Third Bancorp, including merger and acquisition advisory services. In the course
of our business, we or our affiliates may acquire non-public information about
Fifth Third Bancorp. Neither we nor any of our affiliates undertakes to disclose
any such information to you. In addition, we or our affiliates from time to time
have published and in the future may publish research reports with respect to
Fifth Third Bancorp. These research reports may or may not recommend that
investors buy or hold Fifth Third Bancorp common stock.

PS-8

POTENTIAL CONFLICTS OF INTEREST EXIST BECAUSE WE CONTROL BEAR STEARNS WHICH WILL
ACT AS THE CALCULATION AGENT.

Bear Stearns will act as the Calculation Agent, which makes certain
determinations and judgments in connection with calculating the Final Equity
Value. You should refer to "Description of the Medium-Term Notes --Market
Disruption Events" below. Because Bear Stearns is our affiliate, conflicts of
interest may arise in connection with Bear Stearns performing its role as
Calculation Agent. Rules and regulations regarding broker-dealers (such as Bear
Stearns) require Bear Stearns to maintain policies and procedures regarding the
handling and use of confidential proprietary information, and such policies and
procedures will be in effect throughout the term of the Medium-Term Notes to
restrict the use of information relating to the calculation of the Underlying
Security values that the Calculation Agent may be required to make prior to the
dissemination of such Underlying Security values. Bear Stearns is obligated to
carry out its duties and functions as Calculation Agent in good faith and using
its reasonable judgment.

PURCHASES AND SALES OF THE UNDERLYING SECURITY BY US OR OUR AFFILIATES COULD
AFFECT THE PRICE OF THE UNDERLYING SECURITY.

We and our affiliates may at various times engage in transactions
involving Fifth Third Bancorp, or the common stock of Fifth Third Bancorp, for
proprietary accounts and for other accounts under management. These transactions
may influence the value of such stocks and therefore the value of the Underlying
Securities. We and our affiliates will also be the counterparties to the hedge
of our obligations under the Medium-Term Notes. You should refer to "Use of
Proceeds and Hedging" below. Accordingly, under certain circumstances, conflicts
of interest may arise between Bear Stearns' responsibilities as Calculation
Agent with respect to the Medium-Term Notes and its obligations under our hedge.

THE PAYMENTS YOU RECEIVE ON THE MEDIUM-TERM NOTES MAY BE DELAYED
OR REDUCED UPON THE OCCURRENCE OF A MARKET DISRUPTION EVENT OR AN EVENT OF
DEFAULT.

If the Calculation Agent determines that, on a Calculation Date, a market
disruption event has occurred or is continuing, the determination of the Final
Equity Value by the Calculation Agent may be deferred. As a result, the maturity
date for your Medium-Term Notes may also be delayed for up to five consecutive
Business Days. If this occurs, you may not receive the cash payment that we are
obligated to deliver on the maturity date of the Medium-Term Notes until several
days after the originally scheduled due date. See "Description of the
Medium-Term Notes--Market Disruption Events" below.

The Medium-Term Notes may be subject to redemption prior to their maturity
date upon the occurrence of an Event of Default. See "Description of Debt
Securities--Events of Default" in the accompanying prospectus. If a voluntary
case under the United States Bankruptcy Code is commenced, or a case is
involuntarily commenced against us, your claim may be limited to the principal
amount of your Medium-Term Notes, and may not include any amount of the Final
Equity Value. The amount of any recovery you may receive for any such claim will
depend upon, among other things, the availability of a sufficient amount of
assets to satisfy the claims of the class of creditors in which the Medium-Term
Notes are classified. The Medium-Term Notes are not secured by collateral and
will rank equally with all our other unsecured and unsubordinated debt. Because
we are a holding company, the Medium-Term Notes will be effectively subordinated
to the claims of creditors of our subsidiaries with respect to their assets. If
we were to liquidate or reorganize, your right to participate in any
distribution of our subsidiaries' assets will be subject to the senior claims of
the subsidiaries' creditors. See "Description of Debt Securities--Ranking" in
the accompanying prospectus. The amount of principal of the Medium-Term Notes,
together with any Final Equity Value, payable prior to the maturity date will be
adjusted to account fully for any losses, expenses and costs to the Company of
unwinding any underlying or related hedging and funding arrangements, all as
determined by the calculation agent in its sole and absolute discretion.

TAX CONSEQUENCES

For U.S. federal income tax purposes, the Medium-Term Notes will be
classified as contingent payment debt instruments. As a result, you will be
required to include original issue discount in income during your ownership of
the Medium-Term Notes, without regard to the actual nterest payments received.
Additionally, you will generally be required to treat gain, if any, recognized
on a sale, upon maturity, or other disposition of the Medium-Term Notes as
ordinary income (rather than capital gain). See "Certain U.S. Federal Income Tax
Considerations" below.

PS-9

DESCRIPTION OF THE MEDIUM TERM NOTES

The following description of the Medium-Term Notes (referred to in the
accompanying Prospectus Supplement as the "Other Indexed Notes") supplements the
description of the notes in the accompanying Prospectus Supplement and
Prospectus. This is a summary and is not complete. You should read the
indenture, dated as of May 31, 1991, as amended (the "Indenture"), between us
and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as trustee (the
"Trustee"). We have provided definitions for certain capitalized terms used in
this section below, under "Certain Definitions."

GENERAL

The Medium-Term Notes are part of a single series of debt securities under
the Indenture described in the accompanying Prospectus designated as Medium-Term
Notes, Series B. The aggregate principal amount of the Medium-Term Notes will be
$14,000,000. The Medium-Term Notes will mature on May 12, 2010 and will be our
general unsecured obligations. The Medium-Term Notes will be issued only in
fully registered form and in minimum denominations of $1,000, increased in
multiples of $1,000. Initially, the Medium-Term Notes will be issued in the form
of one or more global securities registered in the name of DTC or its nominee as
described in the accompanying Prospectus Supplement and Prospectus.

You should refer to "Certain U.S. Federal Income Tax Considerations" below
for a discussion of certain federal income tax considerations to you as a holder
of the Medium-Term Notes.

PAYMENTS OF INTEREST

Interest on the Medium-Term Notes will be payable semi-annually in arrears
on each May 12 and November 12, beginning with November 12, 2003, and ending on
the Maturity Date (which will be the final Interest Payment Date) to the Holder
of record on such Interest Payment Date. Interest will accrue for each Interest
Period at the rate of 0.25% of the principal amount of the Medium-Term Notes per
annum (calculated on the basis of a 360 day year comprised of twelve 30 day
months).

PAYMENT AT MATURITY

Unless previously duly tendered for conversion, investors will receive for
each Medium-Term Note held on the maturity date the greater of: (i) principal
amount, plus accrued and unpaid interest, if any, or (ii) (principal amount /
55.8522) x the Final Equity Value.

FINAL EQUITY VALUE

If you elect to convert any or all of the Medium-Term Notes you hold into
cash prior to the maturity date, your principal investment is not protected. The
amount paid to you upon conversion will be based upon the value of the
Underlying Security, and may be greater than or less than your initial principal
investment.

PS-10

CONVERSION RIGHT

The Holder of an Medium-Term Note may convert its Medium-Term Notes (or
portions thereof in $1,000 denominations and in $1,000 increments in excess
thereof), at the Holder's option, upon 20 Business Days written notice (as
described below), for cash equal to (principal amount / 55.8522) x the Final
Equity Value, based on the average closing price of a share of Fifth Third
Bancorp, as reported on Nasdaq, for the 20 Business Days prior to and including
the Calculation Date. If the Medium-Term Notes are converted into cash at the
option of the investor, the Calculation Date will be the Conversion Date. If the
Conversion Date is not an Interest Payment Date, the Holder will not receive any
payment for any accrued interest on the Medium-Term Notes converted. Upon any
conversion of Medium-Term Notes as described herein, the Medium-Term Notes
converted (or the relevant portions thereof) will be terminated. The Holder may
still exercise its Conversion Right, notwithstanding the fact that we have
designated a Call Date, provided the Holder gives notice of its intention to
convert its Medium-Term Notes prior to the Call Date.

ONLY HOLDER MAY EXERCISE RIGHTS

The Medium-Term Notes will be issued in global form, and the depositary or
its nominee is the Holder of your Medium-Term Notes and therefore is the only
entity that can exercise the conversion right with respect to your Medium-Term
Notes. If you would like the Holder to exercise the conversion right on your
behalf, you should give proper and timely instructions to the bank or broker
through which you hold your interest in your Medium-Term Notes, requesting that
it notify the Holder to exercise the exchange right on your behalf. Different
firms have different deadlines for accepting instructions from their customers,
and you should take care to act promptly enough to ensure that your request is
given timely effect. Similar concerns apply if you hold your Medium-Term Notes
in street name.

Investors should contact their banks and brokers for information about how
to exercise the conversion right in a timely manner.

CALL OPTION

We may, in whole and not in part, redeem the Medium-Term Notes at the Call
Price on or after the Call Date. The Call Date will be any Business Day on or
after May 12, 2006 designated by us to investors upon at least 5 Business Days
prior written notice. Any written notice designating a Call Date will be
irrevocable. The Call Price per Medium-Term Note will be the principal amount.
The Holder may still exercise its Conversion Right, notwithstanding the fact
that we have designated a Call Date, provided the Holder gives notice of its
intention to convert its Medium-Term Notes prior to the Call Date.

As a result, if the price of the Underlying Securities has increased, and
we call the Medium-Term Notes and you do not elect to convert your Medium-Term
Notes prior the Call Date, you will receive your initial principal investment
and not any portion of the increase in the Underlying Securities.

CERTAIN DEFINITIONS

Business Day:............. Means a day (other than Saturday or Sunday) which
is an Exchange Business Day and a day on which
commercial banks settle payments in New York.

Conversion Date:.......... The date specified in the investor's irrevocable
written notice, delivered to The Bear Stearns
Companies Inc., no later than 5:00 p.m. (New York

PS-11

time), 20 Business Days prior to the date on which
the investor wishes to convert its
Medium-Term Notes (or certain portions thereof) for
cash.

Exchange:................. Nasdaq or, as described below, such other principal
market for the Underlying Securities as may be
determined by us in our sole discretion. In the
event that we determine, in our sole discretion,
that a market other than Nasdaq is the principal
market for the Underlying Securities, we will
notify the investors of such determination and the
designation of that market as the Exchange for
purposes of determinations and calculations with
respect to the Medium-Term Notes.

Exchange Business Day:.... Means a day which is (or, but for the occurrence of
a Market Disruption Event, would have been) a
trading day on the Exchange, other than a day on
which trading is scheduled to close prior to its
regular weekday closing time.

Holder:................... With respect to the Medium-Term
Notes, means DTC or its nominee for as long as such
Medium-Term Note is held in Global
Form; with respect to certificated notes, means the
Holders of record as reflected on the transfer
books of the Bank.

Interest Payment Dates:... May 12 and November 12 of each year, commencing
November 12, 2003, and ending on the Maturity Date.
If an Interest Payment Date is not a Business Day,
payment of interest shall be made on the following
Business Day.

Maturity Date:............ May 12, 2010, subject to a Market Disruption Event,
or if such day is not a Business Day, the following
Business Day.

Related Exchange:......... Each exchange or quotation system where trading has
a material effect (as determined by us) on the
overall market for futures or options contracts
relating to such Underlying Security.

MARKET DISRUPTION EVENTS

"Market Disruption Event" means the occurrence or existence on any
Exchange Business Day during the one-half hour period before the close of the
Related Exchange of any suspension of or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the Related Exchange
or otherwise) in the Underlying Securities if, in any such case, such suspension
or limitation is, in the determination of the Calculation Agent, material. If on
the Calculation Date there occurs a Market Disruption Event, then the
Calculation Date will be the next succeeding Business Day on which there occurs
no Market Disruption Event. If during the 20 Business Days prior to the
Calculation Date there occurs a Market Disruption Event, the Calculation Date
shall be the next succeeding Business Day on which there has been 20 preceding
Business Days, excluding any days on which there occurred a Market Disruption
Event. If on the Call Date there occurs a Market Disruption Event, then the Call
Date will be the next succeeding Business Day on which there occurs no Market
Disruption Event.

ANTI-DILUTION ADJUSTMENTS

The value of the Underlying Securities on any of the twenty Business Days
used to calculate the Final Equity Value is subject to adjustment as described
below to the extent that any of the events requiring such adjustment occur
during the period commencing on the date hereof and ending at the maturity of
the Medium-Term Notes:

COMMON STOCK DIVIDENDS, EXTRAORDINARY CASH DIVIDENDS AND OTHER
DISTRIBUTIONS

If a dividend or other distribution is declared (A) on any class of Fifth
Third Bancorp's capital stock (or on the capital stock of any Fifth Third
Bancorp Survivor, as defined below) payable in shares of the Underlying
Securities (or the common stock of any Fifth Third Bancorp Survivor) or (B) on
the Underlying Securities payable in cash in an amount greater than 10% of the
closing price of the Underlying Securities on the date fixed

PS-12

for the determination of the shareholders of Fifth Third Bancorp entitled to
receive such cash dividend (an "Extraordinary Cash Dividend"), any Final Price
of the Underlying Securities (or the common stock of any Fifth Third Bancorp
Survivor) used to calculate the Final Equity Value at maturity of the
Medium-Term Notes on any Calculation Date that follows the date (the "Record
Date") fixed for determination of the shareholders of Fifth Third Bancorp (or
any Fifth Third Bancorp Survivor) entitled to receive the dividend or
distribution shall be increased by multiplying the Final Equity Value by a
fraction of which the numerator shall be the number of shares of the Underlying
Securities (or the common stock of any Fifth Third Bancorp Survivor) outstanding
on the Record Date plus the number of shares constituting the dividend or
distribution or, in the case of an Extraordinary Cash Dividend, plus the number
of shares of the Underlying Securities that could be purchased with the amount
of the Extraordinary Cash Dividend at a price equal to the Final Equity Value of
the Underlying Securities on the Calculation Date immediately subsequent to the
Record Date, and the denominator shall be the number of shares of the Underlying
Securities (or the common stock of any Fifth Third Bancorp Survivor) outstanding
on the Record Date.

SUBDIVISIONS AND COMBINATIONS OF FIFTH THIRD BANCORP COMMON STOCK

If the outstanding shares of the Underlying Securities (or the common
stock of any Fifth Third Bancorp Survivor) are subdivided into a greater number
of shares, the Final Equity Value of the Underlying Securities (or the common
stock of any Fifth Third Bancorp Survivor) used to calculate the payment amount
of the Medium-Term Notes payable at maturity on any Calculation
Date that follows the date on which that subdivision becomes effective will be
proportionately increased, and conversely, if the outstanding shares of the
Underlying Securities (or the common stock of any Fifth Third Bancorp Survivor)
are combined into a smaller number of shares, such closing price will be
proportionately reduced.

RECLASSIFICATIONS OF FIFTH THIRD BANCORP COMMON STOCK

If the Underlying Securities (or the common stock of any Fifth Third
Bancorp Survivor) are changed into the same or a different number of shares of
any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (except to the extent otherwise provided in
"--Common Stock Dividends, Extraordinary Cash Dividends and Other Dividends" and
"--Subdivisions and Combinations of Fifth Third Bancorp Common Stock" or
pursuant to a consolidation, merger, sale, transfer, lease, conveyance,
liquidation, dissolution or winding up, (as described in "--Dissolution of Fifth
Third Bancorp; Mergers, Consolidations or Sales of Assets in which Fifth Third
Bancorp is not the Surviving Entity; Spin-Offs"), the Final Equity Value shall
be calculated by using the closing prices of the shares of stock into which a
share of the Underlying Securities (or the common stock of any Fifth Third
Bancorp Survivor) was changed on any Calculation Date that follows the
effectiveness of such change.

DISSOLUTION OF FIFTH THIRD BANCORP; MERGERS, CONSOLIDATIONS OR SALES OF
ASSETS IN WHICH FIFTH THIRD BANCORP IS NOT THE SURVIVING ENTITY;
SPIN-OFFS

In the event of any (A) consolidation or merger of Fifth Third Bancorp, or
any surviving entity or subsequent surviving entity of Fifth Third Bancorp (a
"Fifth Third Bancorp Survivor") with or into another entity (other than a
consolidation or merger in which Fifth Third Bancorp is the surviving entity),
(B) sale, transfer, lease or conveyance of all or substantially all of the
assets of Fifth Third Bancorp or any Fifth Third Bancorp Survivor, (C)
liquidation, dissolution or winding up of Fifth Third Bancorp or any Fifth Third
Bancorp Survivor or (D) any declaration of a distribution on the Underlying
Securities of the common stock of any subsidiary of Fifth Third Bancorp (a
"Fifth Third Bancorp Spin-Off") (any of the events described in (A), (B), (C)
and (D), a "Reorganization Event"), for purposes of determining the Final Equity
Value, the Final Equity Value of the Underlying Securities on any Calculation
Date subsequent to the effective time of any Reorganization Event will be deemed
to be the value of the cash and other property (including securities) received
by a holder of a share of the Underlying Securities in any such Reorganization
Event plus, in the case of a Fifth Third Bancorp Spin-Off, the value of a share
of the Underlying Securities, or to the extent that such holder obtains
securities in any Reorganization Event, the value of the cash and other property
received by the holder of such securities in any subsequent Reorganization
Event. For purposes of determining any such Final Equity Value, the value of (A)
any cash and other property (other than securities) received in any such
Reorganization Event will be an amount equal to the value of such cash and other
property at the effective time of such Reorganization Event and (B) any

PS-13

property consisting of securities received in any such Reorganization Event will
be an amount equal to the closing prices of such securities.

DELISTING EVENT

A "Delisting Event" shall occur, with respect to the Underlying
Securities, if the Exchange announces that pursuant to the rules of such
Exchange, the Underlying Securities ceases (or will cease) to be listed, traded
or publicly quoted on the Exchange for any reason (other than a Reorganization
Event) and is not immediately re-listed, re-traded or re-quoted on a national
exchange, or quotation system located in the same country as the Exchange. In
the case of a Delisting Event relating to the Underlying Securities, the
Medium-Term Notes shall be redeemed by the Company within 5 Business Days at the
fair market value of the Medium-Term Notes. The Fair Market value of the
Medium-Term Notes shall be as determined by the Calculation Agent in its sole
discretion.

DEFEASANCE

The Medium-Term Notes are not subject to the defeasance provisions
described in the section entitled "Description of Debt Securities--Defeasance"
in the accompanying Prospectus.

EVENTS OF DEFAULT

If an Event of Default (as defined in the accompanying Prospectus) with
respect to any of the Medium-Term Notes has occurred and is continuing, then the
amount payable to you, as a beneficial owner of an Medium-Term Note, upon any
acceleration permitted by the Medium-Term Notes will be equal to (subject to
limitation as set forth below):

o the Final Equity Value calculated as though the date of early
repayment were the maturity date of the Medium-Term
Notes, plus

o accrued and unpaid interest, if any.

You should refer to "--Payment at Maturity" above. If a case under the
United States Bankruptcy Code is commenced in respect of The Bear Stearns
Companies Inc., your claim as a holder of a Medium-Term Notes may be limited as
though the commencement of the proceeding was the maturity date. The amount of
any recovery you may receive for any such claim will depend upon, among other
things, the availability of a sufficient amount of assets to satisfy the claims
of the class of creditors in which the Medium-Term Notes are classified. The
Medium-Term Notes are not secured by collateral and will rank equally with all
our other unsecured and unsubordinated debt. Because we are a holding company,
the Medium-Term Notes will be effectively subordinated to the claims of
creditors of our subsidiaries with respect to their assets. If we were to
liquidate or reorganize, your right to participate in any distribution of our
subsidiaries' assets will be subject to the senior claims of the subsidiaries'
creditors. See "Description of Debt Securities--Ranking" in the accompanying
prospectus. The amount of principal of the Medium-Term Notes, together with any
Final Equity Value, payable prior to the maturity date will be adjusted to
account fully for any losses, expenses and costs to the Company of unwinding any
underlying or related hedging and funding arrangements, all as determined by the
calculation agent in its sole and absolute discretion.

SAME-DAY SETTLEMENT AND PAYMENT

Settlement for the Medium-Term Notes will be made by Bear Stearns in
immediately available funds. All payments of principal, interest and any amount
of the Final Equity Value will be made by us in immediately available funds so
long as the Medium-Term Notes are maintained in book-entry form.

CALCULATION AGENT

The Calculation Agent for the Medium-Term Notes will be Bear Stearns. All
determinations made by the Calculation Agent will be at the sole discretion of
the Calculation Agent and will, in the absence of manifest error, be conclusive
for all purposes and binding on you and the Company. Because the Calculation
Agent is an affiliate of the Company, potential conflicts of interest may exist
between you and the Calculation Agent, including with respect to certain
determinations and judgments that the Calculation Agent must make in determining
amounts due to you. Bear Stearns is obligated to carry out its duties and
functions as calculation agent in good faith and using its reasonable judgment.

The CUSIP number for the Medium-Term Notes is 073928ZH9.

PS-14

THE UNDERLYING SECURITIES

All disclosure contained in this Pricing Supplement regarding the
Underlying Securities is derived from publicly available information. Neither we
nor Bear Stearns takes any responsibility for the accuracy or completeness of
such information.

GENERAL

According to publicly available documents, Fifth Third Bancorp is an Ohio
corporation organized in 1975 and is a bank holding company under the Bank
Holding Company Act of 1956, as amended (the "BHCA"), and subject to regulation
by the Board of Governors of the Federal Reserve System ("FRB"). Fifth Third
Bancorp, with its principal office located in Cincinnati, is a multi-bank
holding company, as defined in the BHCA, and is registered as such with the FRB.
Fifth Third Bancorp, through its subsidiaries, engages primarily in commercial,
retail and trust banking, electronic payment processing services and investment
advisory services. Fifth Third Bancorp's subsidiaries provide a wide range of
financial products and services to the retail, commercial, financial,
governmental, educational and medical sectors, including a wide variety of
checking, savings and money market accounts, and credit products such as credit
cards, installment loans, mortgage loans and leasing. Each of the banking
subsidiaries has deposit insurance provided by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund and/or the Savings Association
Insurance Fund.

Fifth Third Bancorp is currently subject to the informational requirements
of the Exchange Act. Accordingly, Fifth Third Bancorp files reports (including
its Annual Report on Form 10-K for the fiscal year ended December 31, 2002),
proxy statements and other information with the SEC. Fifth Third Bancorp's
registration statements, reports, proxy statements and other information may be
inspected and copied at offices of the SEC at the locations listed under "Where
You Can Find More Information" in the accompanying prospectus.

The Medium-Term Notes represent obligations of The Bear Stearns Companies
Inc. only. Fifth Third Bancorp is not involved in any way in this offering and
has no obligation relating to the Medium-Term Notes or to holders of the
Medium-Term Notes.

PS-15

HISTORICAL DATA ON THE COMMON STOCK OF FIFTH THIRD BANCORP

Fifth Third Bancorp trades on Nasdaq under the ticker "FITB". Its market
capitalization as of April 28, 2003 was approximately $28 billion. The following
table sets forth, for each of the quarterly periods indicated, the high and the
low sales prices for Fifth Third Bancorp common stock, as reported on the Nasdaq
National Market, and adjusted to reflect stock splits, as well as the dividends
paid per share of Fifth Third Bancorp common stock.

Period High Low Dividend
------ ---- --- --------
1997
Quarter
First $26.52 $18.00 $0.09
Second $25.37 $20.63 $0.10
Third $29.56 $24.22 $0.10
Fourth $31.11 $27.39 $0.10
1998
Quarter
First $39.22 $33.00 $0.11
Second $42.08 $31.67 $0.11
Third $44.83 $32.83 $0.11
Fourth $49.42 $33.54 $0.13
1999
Quarter
First $50.29 $41.58 $0.13
Second $49.50 $41.08 $0.13
Third $46.58 $39.08 $0.16
Fourth $50.29 $38.58 $0.16
2000
Quarter
First $48.50 $29.33 $0.16
Second $48.00 $37.75 $0.18
Third $54.75 $40.94 $0.18
Fourth $60.88 $43.31 $0.18
2001
Quarter
First $63.31 $45.69 $0.20
Second $63.00 $48.88 $0.20
Third $64.77 $50.69 $0.20
Fourth $63.07 $53.30 $0.23
2002
Quarter
First $69.69 $60.10 $0.23
Second $69.70 $62.45 $0.23
Third $68.54 $55.26 $0.26
Fourth $66.47 $55.40 $0.26
2003
Quarter
First $62.15 $47.05 $0.26
Through April 28, 2003 $51.20 $47.24

PS-16

As of April 28, 2003, the closing price of Fifth Third Bancorp's common
stock was $49.75.

All of the values in the table are set forth in U.S. dollars. These prices
are not indications of future performance.

According to Fifth Third Bancorp's Annual Report on Form 10-K for the year
ended December 31, 2002, as of February 28, 2003, there were 574,260,355 shares
of common stock outstanding.

Holders of the Medium-Term Notes will not be entitled to any rights with
respect to Fifth Third Bancorp common stock (including, without limitation,
voting rights or rights to receive dividends or other distributions in respect
thereof).

PS-17

CERTAIN U. S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain of the U.S. federal income tax
consequences of the purchase, ownership and disposition of Medium-Term Notes.
Except as provided below under "Federal Income Tax Consequences to Non-U.S.
Holders," this summary deals only with an owner of a Note that is:

o a citizen or resident of the United States or any State
thereof,

o a corporation (or other entity that is treated as a
corporation for U.S. federal tax purposes) created or
organized in or under the laws of the United States or any
State thereof (including the District of Columbia),

o an estate, the income of which is subject to U.S. federal
income taxation regardless of its source, or

o a trust, if a court within the United States is able to
exercise primary supervision over its administration, and one
or more United States persons have the authority to control
all of its substantial decisions (each, a "U.S. Holder").

If a partnership (including any entity that is treated as a partnership
for U.S. federal tax purposes) is a beneficial owner of a Note, the treatment of
a partner in the partnership will generally depend upon the status of the
partner and upon the activities of the partnership. A beneficial owner of a Note
that is a partnership, and partners in such a partnership, should consult their
tax advisors about the U.S. federal income tax consequences of holding and
disposing of a Note.

An individual may, subject to certain exceptions, be deemed to be a
resident of the United States by reason of being present in the United States
for at least 31 days in the calendar year and for an aggregate of at least 183
days during a three-year period ending in the current calendar year (counting
for such purposes all of the days present in the current year, one-third of the
days present in the immediately preceding year, and one-sixth of the days
present in the second preceding year).

This summary is based on interpretations of the Internal Revenue Code of
1986, as amended (the "Code"), regulations issued thereunder, and rulings and
decisions currently in effect (or in some cases proposed), all of which are
subject to change. Any such change may be applied retroactively and may
adversely affect the federal income tax consequences described herein. This
summary addresses only U.S. Holders that purchase Medium-Term Notes at initial
issuance and own Medium-Term Notes as capital assets and not as part of a
"straddle" or a "conversion transaction" for federal income tax purposes or as
part of some other integrated investment. This summary does not discuss all of
the tax consequences that may be relevant to particular investors or to
investors subject to special treatment under the federal income tax laws (such
as S corporations, banks, thrifts, other financial institutions, insurance
companies, mutual funds, small business investment companies, tax-exempt
organizations, retirement plans, real estate investment trusts, regulated
investment companies, securities dealers or brokers, expatriates, former
citizens of the United States, or investors whose functional currency is not the
U.S. dollar). Persons considering the purchase of Medium-Term Notes should
consult their own tax advisors concerning the application of U.S. federal income
tax laws to their particular situations as well as any consequences of the
purchase, beneficial ownership and disposition of Medium-Term Notes arising
under the laws of any other taxing jurisdiction.

FEDERAL INCOME TAX TREATMENT OF U.S. HOLDERS.

Accruals of Original Issue Discount on the Medium-Term Notes

For U.S. federal income tax purposes, the Medium-Term Notes will be
treated as "contingent payment debt instruments" ("CPDIs") subject to taxation
under the "noncontingent bond method." Under the noncontingent bond method, U.S.
Holders of the Medium-Term Notes will accrue original issue

PS-18

discount ("OID") over the term of the Medium-Term Notes based on the Medium-Term
Notes' "comparable yield." As a result, U.S. Holders that employ the cash method
of tax accounting will be required to include OID with respect to their
Medium-Term Notes in gross income each year, without regard to the actual
Interest payments received.

In general, the comparable yield of a CPDI is equal to the yield at which
its issuer would issue a fixed-rate debt instrument with terms and conditions
similar to those of the CPDI, including the level of subordination, term, timing
of payments, and general market conditions. If a hedge of the CPDI is available
that, if integrated with the CPDI, would produce a synthetic debt instrument
with a determinable yield to maturity, the comparable yield is equal to the
yield on the synthetic debt instrument. Alternatively, if such a hedge is not
available, but fixed-rate debt instruments of the issuer trade at a price that
reflects a spread above a benchmark rate, the comparable yield is the sum of the
value of the benchmark rate on the issue date and the spread. Under the
noncontingent bond method, the issuer's reasonable determination of a comparable
yield is respected and binding on holders of the CPDI.

Based on these factors, we believe that the comparable yield of the
Medium-Term Notes is equal to 4.19%, compounded semi-annually. Accordingly, U.S.
Holders will accrue OID in respect of the Medium-Term Notes at a rate equal to
the comparable yield. The amount of OID allocable to each annual accrual period
will be the product of the "adjusted issue price" of the Medium-Term Notes at
the beginning of each such annual accrual period and the comparable yield. The
"adjusted issue price" of the Medium-Term Notes at the beginning of an accrual
period will equal the issue price of the Medium-Term Notes plus the amount of
OID previously includible in the gross income of the U.S. Holder less the amount
of any Interest payments previously made on the Medium-Term Notes. The amount of
OID includible in income of each U.S. Holder for each taxable year will equal
the sum of the "daily portions" of the total OID on the Medium-Term Notes
allocable to each day during the taxable year in which a U.S. Holder held the
Medium-Term Notes, regardless of the U.S. Holder's method of accounting. The
daily portion of the OID is determined by allocating to each day in any accrual
period a ratable portion of the OID allocable to such accrual period.

Under the noncontingent bond method, the comparable yield of a CPDI is
used to construct a projected payment schedule that produces the comparable
yield. Under this method, we believe that the projected payment schedule for the
Medium-Term Notes consists fourteen semi-annual Interest payments of $1.25,
payable on May 12th and November 12th of each year during which the Medium-Term
Notes are outstanding, beginning on November 12, 2003, plus a payment on the
maturity date equal to $1,318.94 in respect of each Note. Based upon the
comparable yield and the projected payment schedule for the Medium-Term Notes, a
U.S. Holder that pays taxes on a calendar year basis and buys a Note for $1,000
and holds it to maturity will be required to pay taxes on the following amounts
of ordinary income from the Note each year: $26.87 in 2003, $43.44 in 2004,
$45.27 in 2005, $47.19 in 2006, $49.19 in 2007, $51.27 in 2008, $53.43 in 2009,
and $19.78 in 2010. However, for 2010, the amount of ordinary income that a U.S.
Holder will be required to pay taxes on from owning a Note may be greater or
less than $1,336.44, depending upon the payment at maturity. In addition, if the
payment at maturity is less than $1,336.44, a U.S. Holder may have a loss for
2010.

Under the noncontingent bond method, the projected payment schedule is not
revised to account for changes in circumstances that occur while the Medium-Term
Notes are outstanding.

The comparable yield and the projected payment schedule for the
Medium-Term Notes are used to determine accruals of OID for tax purposes only,
and are not assurances by us with respect to the actual yield or the Stated
Amount at Maturity and do not represent our expectations regarding a Note's
yield or the variable return amount.

A U.S. Holder will generally be bound by our determination of the
comparable yield and projected payment schedule for the Medium-Term Notes,
unless the U.S. Holder determines its own projected payment schedule and
comparable yield, explicitly discloses such schedule to the Internal Revenue
Service (the "IRS"), and explains to the IRS the reason for preparing its own
schedule. We believe that the projected

PS-19

payment schedule and comparable yield for the Medium-Term Notes as
set forth above are reasonable and will therefore be respected by the IRS. Our
determination, however, is not binding on the IRS, and it is possible that the
IRS could conclude that some other projected payment schedule or comparable
yield should be used for the Medium-Term Notes.

Sale, Exchange, Retirement, or Other Disposition of the Medium-Term Notes

Upon the maturity of a Note, if the payment at maturity exceeds the final
amount reflected on the projected payment schedule of $1,336.44, a U.S. Holder
will be required to include such excess in income as ordinary OID income on the
maturity date. Alternatively, if the payment at maturity is less than the final
amount reflected on the projected payment schedule, the shortfall will be
treated as an offset to any OID otherwise includible in income by the U.S.
Holder with respect to the Note for 2010, and any remaining portion of such
shortfall may be recognized and deducted by the U.S. Holder as an ordinary loss.

When a U.S. Holder sells, exchanges or otherwise disposes of a Note, the
U.S. Holder's gain (or loss) on the disposition will equal the difference
between the amount received by the U.S. Holder for the Note and the U.S.
Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis in a
Note will be equal to the U.S. Holder's original purchase price for the Note,
plus any OID accrued by the U.S. Holder, less the aggregate amount of Interest
payments previously received. Any gain realized by a U.S. Holder on a
disposition will be treated as ordinary interest income. Any loss realized by a
U.S. Holder on a disposition will first offset any OID inclusions for the year
of the sale and thereafter will be treated as ordinary loss to the extent of the
U.S. Holder's prior OID inclusions with respect to the Note. Any additional loss
generally will be treated as a capital loss. Any capital loss recognized by a
U.S. Holder will be a long-term capital loss if such U.S. Holder has held such
Note for more than one year, and a short-term capital loss in other cases. The
deductibility of capital losses by a U.S. Holder is subject to limitations.

DISCLOSURE REQUIREMENTS FOR U.S. HOLDERS RECOGNIZING SIGNIFICANT LOSSES OR
EXPERIENCING SIGNIFICANT BOOK-TAX DIFFERENCES.

A U.S. Holder that claims significant losses in respect of a Note
(generally $2 million or more for individuals and partnerships with one or more
noncorporate partners, and $10 million or more for corporations and partnerships
consisting solely of corporate partners) or reports any item or items of income,
gain, expense, or loss in respect of a Note for tax purposes in an amount that
differs from the amount reported for book purposes by more than $10 million on a
gross basis in any taxable year may be subject to certain disclosure
requirements for "reportable transactions." Prospective investors should consult
their own tax advisors concerning any possible disclosure obligation with
respect to the Medium-Term Notes.

FEDERAL INCOME TAX TREATMENT OF NON-U.S. HOLDERS.

As used in this discussion, the term "Non-U.S. Holder" means a beneficial
owner of a Note that is, for U.S. federal income tax purposes:

o a nonresident alien individual,

o a foreign corporation,

o a foreign partnership,

o an estate whose income is not subject to U.S. federal
income tax on a net income basis, or

o a trust if no court within the United States is able to
exercise primary jurisdiction over its administration or
if no United States persons have the authority to
control all of its substantial decisions.

PS-20

Payments on the Medium-Term Notes to Non-U.S. Holders will not be subject
to U.S. federal income or withholding tax if the following conditions are
satisfied:

o the Non-U.S. Holder does not actually or constructively
own 10% or more of the total combined voting power of
all classes of our stock entitled to vote,

o the Non-U.S. Holder is not a controlled foreign
corporation for U.S. federal income tax purposes that is
related to us through actual or constructive ownership,

o the Non-U.S. Holder is not a bank receiving interest on
a loan made in the ordinary course of its trade or
business, and

o the payments are not effectively connected with a trade
or business conducted by the Non-U.S. Holder in the
United Stated and either (a) the Non-U.S. Holder
provides a correct, complete and executed IRS Form
W-8BEN or Form W-8IMY (or successor form) with all of
the attachments required by the IRS, or (b) the Non-U.S.
Holder holds its Note through a qualified intermediary
(generally a foreign financial institution or clearing
organization or a non-U.S. branch or office of a U.S.
financial institution or clearing organization that is a
party to a withholding agreement with the IRS) which has
provided to us an IRS Form W-8IMY stating that it is a
qualified intermediary and has received documentation
upon which it can rely to treat the payment as made to a
foreign person.

If any of these exceptions apply, interest (including OID) on the
Medium-Term Notes will be subject to a 30% withholding tax when paid, unless an
income tax treaty reduces or eliminates the tax or the interest is effectively
connected with the conduct of a U.S. trade or business and the Non-U.S. Holder
provides a correct, complete and executed IRS Form W-8 ECI.

In general, gain realized on the sale, exchange or retirement of the
Medium-Term Notes by a Non-U.S. Holder will not be subject to U.S. federal
income tax, unless:

o the gain with respect to the Medium-Term
Notes is effectively connected with a trade or business
conducted by the Non-U.S. Holder in the United States,
or

o the Non-U.S. Holder is a nonresident alien individual
who holds the Medium-Term Notes as a
capital asset and is present in the United States for
more than 182 days in the taxable year of the sale and
certain other conditions are satisfied.

A Note held by an individual who at death is a Non-U.S. Holder will not be
includible in the individual's gross estate for U.S. federal estate tax purposes
if:

o the Non-U.S. Holder did not at the time of death
actually or constructively own 10% or more of the total
combined voting power of all classes of stock of our
stock entitled to vote; and

o the income on the Note would not have been effectively
connected with a trade or business conducted by the
Non-U.S. Holder in the United States at the time of
death.

PS-21

INFORMATION REPORTING AND BACKUP WITHHOLDING.

Information reporting will apply to certain payments on a Note (including
interest and OID) and proceeds of the sale of a Note held by a U.S. Holder that
is not an exempt recipient (such as a corporation). Backup withholding may apply
to payments made to a U.S. Holder if (a) the U.S. Holder has failed to provide
its correct taxpayer identification number on IRS Form W-9, or (b) we have been
notified by the IRS of an underreporting by the U.S. Holder (underreporting
generally refers to a determination by the IRS that a payee has failed to
include in income on its tax return any reportable dividend and interest
payments required to be shown on a tax return for a taxable year).

Backup withholding will not be required with respect to Non-U.S. Holders,
so long as we have received from the Non-U.S. Holder a correct and complete IRS
Form W-8BEN or Form W-8IMY with all of the attachments required by the IRS,
signed under penalty of perjury, identifying the Non-U.S. Holder and stating
that the Non-U.S. Holder is not a United States person. In addition, IRS Form
W-8BEN will be required from the beneficial owners of interests in a Non-U.S.
Holder that is treated as a partnership for U.S. federal income tax purposes.
Interest paid to a Non-U.S. Holder will be reported on IRS Form 1042-S which is
filed with the IRS and sent to Non-U.S. Holders.

Information reporting and backup withholding may apply to the proceeds of
a sale of a Note by a Non-U.S. Holder made within the United States or conducted
through certain U.S. related financial intermediaries, unless the payor receives
the statement described above.

Backup withholding is not an additional tax and may be refunded (or
credited against your U.S. federal income tax liability, if any), provided, that
certain required information is furnished. The information reporting
requirements may apply regardless of whether withholding is required. For
Non-U.S. Holders, copies of the information returns reporting such interest and
withholding also may be made available to the tax authorities in the country in
which a Non-U.S. Holder is a resident under the provisions of an applicable
income tax treaty or agreement.

THE PRECEDING DISCUSSION IS ONLY A SUMMARY OF CERTAIN OF THE TAX
IMPLICATIONS OF AN INVESTMENT IN MEDIUM-TERM NOTES. PROSPECTIVE
INVESTORS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS PRIOR TO INVESTING TO
DETERMINE THE TAX IMPLICATIONS OF SUCH INVESTMENT IN LIGHT OF EACH SUCH
INVESTOR'S PARTICULAR CIRCUMSTANCES.

ERISA CONSIDERATIONS

Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), prohibits the borrowing of money, the sale of property and certain
other transactions involving the assets of plans that are qualified under the
Code ("Qualified Plans") or individual retirement accounts ("IRAs") and persons
who have certain specified relationships to them. Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), prohibits similar
transactions involving the assets of employee benefit plans that are subject to
ERISA ("ERISA Plans"). Qualified Plans, IRAs and ERISA Plans and entities
treated for purposes of ERISA and the Code as holding assets thereof are in this
Prospectus collectively referred to as "Plans."

Persons who have such specified relationships are referred to as "parties
in interest" under ERISA and as "disqualified persons" under the Code. "Parties
in interest" and "disqualified persons" encompass a wide range of persons,
including any fiduciary (for example, investment manager, trustee or custodian),
any person providing services (for example, a broker), the Plan sponsor, an
employee organization any of whose members are covered by the Plan, and certain
persons related to or affiliated with any of the foregoing.

Each of us, Bear Stearns and BSSC may be considered a "party in interest"
or "disqualified person" with respect to many Plans, including, for example,
IRAs established with us or them. The purchase and/or holding of securities by a
Plan with respect to which we, Bear Stearns, BSSC and/or certain of our
affiliates is a fiduciary and/or a service provider (or otherwise is a "party in
interest" or "disqualified person") could constitute or result in a prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code, unless such
securities are acquired or held pursuant to and in accordance with an applicable
statutory or administrative exemption.

PS-22

Applicable exemptions may include certain prohibited transaction class
exemptions ("PTCEs") (for example, PTCE 84-14 relating to qualified professional
asset managers, PTCE 96-23 relating to certain in-house asset managers, PTCE
90-1 relating to insurance company pooled separate accounts, PTCE 91-38 relating
to bank collective trust funds and PTCE 95-60 relating to insurance company
general accounts).

A fiduciary who is responsible for an ERISA Plan engaging in a non-exempt
prohibited transaction may be liable for any losses to the Plan resulting from
such transaction and may be subject to a penalty under ERISA. Also, Code Section
4975 generally imposes an excise tax on disqualified persons who engage,
directly or indirectly, in similar types of non-exempt transactions with the
assets of Plans subject to such Section.

In accordance with ERISA's general fiduciary requirement, a fiduciary with
respect to any ERISA Plan who is considering the purchase of securities on
behalf of such plan should determine whether such purchase is permitted under
the governing plan document and is prudent and appropriate for the ERISA Plan in
view of its overall investment policy and the composition and diversification of
its portfolio. Plans established with, or for which services are provided by,
us, Bear Stearns, BSSC and/or certain of our affiliates should consult with
counsel before making any acquisition. Each purchaser of any securities, the
assets of which constitute the assets of one or more Plans and each fiduciary
that directs such purchaser with respect to the purchase or holding of such
securities, will be deemed to represent that the purchase and holding of the
securities does not constitute a prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code for which an exemption is not available.

USE OF PROCEEDS AND HEDGING

We will use the net proceeds from the sale of the Medium-Term Notes for
general corporate purposes and, in part, for hedging by us or one or more of our
subsidiaries of our obligations under the Medium-Term Notes. On or before the
date of this Pricing Supplement, we will hedge, through our subsidiaries and
others, our anticipated exposure in connection with the Medium-Term Notes by the
purchase and sale of exchange-traded and over-the-counter options on, or other
derivative or synthetic instruments related to, the Underlying Securities,
futures contracts on the Underlying Securities and/or options on such futures
contracts. At various times after the initial offering and before the maturity
of the Medium-Term Notes, depending on market conditions (including the value of
the Underlying Securities), in connection with hedging with respect to the
Medium-Term Notes, we expect that we and/or one or more of our subsidiaries will
increase or decrease our initial hedging positions using dynamic hedging
techniques and may take long or short positions in the Underlying Securities and
listed or over-the-counter options contracts in, or other derivative or
synthetic instruments related to, the Underlying Securities. In addition, we
and/or one or more of our subsidiaries may periodically purchase or otherwise
acquire a long or short position in the Medium-Term Notes and may, in our or
their discretion, hold or resell such Medium-Term Notes. We or one or more of
our subsidiaries may also take positions in other types of appropriate financial
instruments that may become available in the future. If we or one or more of our
subsidiaries has a long hedge position in the Underlying Securities or options
contracts in, or other derivative or synthetic instruments related to, the
Underlying Securities, then we or one or more of our subsidiaries may liquidate
a portion of its holdings at or about the time of the maturity of the
Medium-Term Notes. Depending on, among other things, future market conditions,
the total amount and the composition of such positions are likely to vary over
time. We will not be able to ascertain our profits or losses from any hedging
position until such position is closed out and any offsetting position or
positions is taken into account. Although we have no reason to believe that such
hedging activity will have a material impact on the price of such options,
stocks, futures contracts and such options on futures contracts or on the value
of the Underlying Securities, we cannot guarantee that we and our subsidiaries
will not affect such prices or value as a result of our hedging activities. You
should also refer to "Use of Proceeds" in the accompanying Prospectus.

VALIDITY OF MEDIUM-TERM NOTES

The validity of the Medium-Term Notes will be passed upon for us by
Cadwalader, Wickersham & Taft LLP, New York, New York.

PS-23

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YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PRICING
SUPPLEMENT, THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO
MAKE ANY REPRESENTATION TO YOU THAT IS NOT CONTAINED IN THIS PRICING $14,000,000
SUPPLEMENT, THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS.
IF ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION,
YOU SHOULD NOT RELY ON IT. THIS PRICING SUPPLEMENT, THE ACCOMPANYING
PROSPECTUS SUPPLEMENT AND PROSPECTUS ARE NOT AN OFFER TO SELL THESE
SECURITIES, AND THESE DOCUMENTS ARE NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES, IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT THE BEAR STEARNS
PERMITTED. YOU SHOULD NOT UNDER ANY CIRCUMSTANCES ASSUME THAT THE COMPANIES INC.
INFORMATION IN THIS PRICING SUPPLEMENT, THE ACCOMPANYING PROSPECTUS
SUPPLEMENT AND PROSPECTUS IS CORRECT ON ANY DATE AFTER THEIR
RESPECTIVE DATES.

_______________

TABLE OF CONTENTS Medium-Term Notes,
Series B

PRICING SUPPLEMENT

PAGE

Certain Definitions.........................................PS-2
Summary Information.........................................PS-3
Risk Factors................................................PS-6
Description of the Medium-Term Notes.......................PS-10
The Underlying Securities..................................PS-15
Certain U.S. Federal Income Tax Considerations.............PS-18
ERISA Considerations.......................................PS-22
Use of Proceeds and Hedging................................PS-23
Validity of the Medium-Term Notes............PS-23

PROSPECTUS SUPPLEMENT
---------------------------------------------------
Risk Factors.................................................S-3 PRICING SUPPLEMENT
Pricing Supplement...........................................S-5 ---------------------------------------------------
Description of Notes.........................................S-6
Certain United States Federal Income Tax Considerations.....S-23 BEAR, STEARNS & CO. INC.
Supplemental Plan of Distribution...........................S-34
Validity of the Notes.......................................S-35
Glossary....................................................S-36

PROSPECTUS

Where You Can Find More Information............................3
Certain Definitions............................................4
The Bear Stearns Companies Inc.................................4
Use of Proceeds................................................5
Ratio Information..............................................5
Description of Debt Securities.................................6
Description of Warrants.......................................13
Limitations on Issuance of Bearer Debt
Securities and Bearer Warrants................................16
Description of Preferred Stock................................17
Description of Depositary Shares..............................20
Book-Entry Procedures and Settlement..........................23
Plan of Distribution..........................................25
ERISA Considerations..........................................27
Experts.......................................................28
Validity of the Securities....................................28 APRIL 28, 2003

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