UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G	Amendment 2

(Name of Issuer)
	Bear Stearns Companies Inc.

(Title of Class of Securities)
Common Stock

(CUSIP Number)
	073902108

Rule 13d-1(b)

(Date of Event Which Requires Filing of This Statement)
December 31, 2006

NAME OF REPORTING PERSON
Private Capital Management, L.P. ("PCM")

I.R.S. IDENTIFICATION NO.
59-3654603

MEMBER OF A GROUP?
(b) X

PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 	204,287
SHARED VOTING POWER*	6,839,032
SOLE DISPOSITIVE POWER 	204,287
SHARED DISPOSITIVE POWER	6,839,032

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON**
	7,043,319

PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
	4.8%

TYPE OF REPORTING PERSON
IA


ITEMS 1 - 10 OF GENERAL INSTRUCTIONS

Item 1.
(a)Name of Issuer: 	Bear Stearns Companies Inc.
(b)Address of Issuer: 	One Metrotech North 9th floor, Brooklyn NY  11201

Item 2.
(a) Name of Person Filing:  PCM
(b)Address of Person Filing: 8889 Pelican Bay Blvd., Suite 500
   Naples, FL  34108
(c) Citizenship: Delaware
(d) Title of Class of Securities:  Common Stock
(e) Cusip Number: 073902108

Item 3.
The reporting person is filing as an Investment Adviser registered
under section 203 of the Investment Advisers Act of 1940.

Item 4.  Ownership
(a) Amount Beneficially Owned**
	7,043,319
(b) Percent of Class
	4.8%
(c) Number of shares as to which such person has:
   (i)   sole power to vote or to direct the vote
	204,287
   (ii)  shared power to vote or to direct the vote*
	6,839,032
   (iii) sole power to dispose or to direct the disposition of
	204,287
   (iv)  shared power to dispose or to direct the disposition of
	6,839,032

Item 5. Ownership of Five Percent or Less of Class:
YES

Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
N/A

Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
N/A

Item 8. Identification and Classification of Members of the Group:
N/A

Item 9. Notice of Dissolution of Group:
N/A

Item 10. Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.


* PCM exercises shared voting authority with respect to shares held
by those PCM clients that have delegated proxy voting authority to
PCM.  Such delegation may be granted or revoked at any time at the
client's discretion.

** PCM disclaims beneficial ownership of shares over which it has
dispositive power and disclaims the existence of a group.


Signature:

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

Date: February 14, 2007

/s/ Chad D. Atkins
    General Counsel

Duly authorized under Power of Attorney dated January 3, 2007 by
and on behalf of Private Capital Management, L.P.