---

ISSUER:	The Bear Stearns Companies Inc.
ISSUER’S RATING:	A1 / A+ (Moody’s / S&P)
CUSIP NUMBER:	073902835
CLOSING DATE:	July 11, 2007
PRICING DATE:	July 19, 2007
SETTLEMENT DATE:	July 20, 2007
ISSUE PRICE:	100%
INDEX:	The Alerian MLP Select Index (ticker “AMZS”), as published by the Standard & Poor’s, a division of the McGraw-Hill Companies, Inc. (the “Sponsor”), in consultation with Alerian Capital Management LLC (“Alerian”).
	The Index measures the composite performance of energy oriented Master Limited Partnerships (“MLPs”), and is calculated by the Sponsor using a float-adjusted, market capitalization weighted methodology. The objective of the Index is to provide investors with an unbiased, comprehensive benchmark for the performance of the energy MLP universe. The MLPs underlying the Index are generally limited partnerships engaged in the exploration, marketing, mining, processing, production, storage or transportation of any mineral or natural resource. The Index itself is disseminated real-time on a price-return basis and is listed on the Chicago Mercantile Exchange.
INDEX COMPONENTS:	As of any date of determination, the constituents underlying the Index.
PRINCIPAL AMOUNT:	The Notes will be denominated in U.S. dollars. Each Note will be issued in minimum denominations to be determined by the Calculation Agent based upon the quotient of (1) the arithmetic mean of the sum for each Index Component of the products of (i) the volume-weighted average price of that Index Component and (ii) the published share weighting of that Index Component, each measured daily over a specified period of Index Business Days following the Closing Date (the “Initial Measurement Period”) in accordance with the following schedule (the “VWAP Schedule”), divided by 2) the product of the Index Divisor and the number ten:

	Aggregate Size of the Issuance		Initial VWAP Period
	Less than $200 Million		6 Index Business Days

VWAP LEVEL	As of any date of determination and with respect to the Index, the quotient of (1) the arithmetic mean of the sum for each Index Component of the products of (i) the volume weighted-average price of that Index Component as of such date and (ii) the published share weighting of that Index Component as of such date divided by (2) the Index Divisor as of such date, as determined by the Calculation Agent.
INDEX DIVISOR:	As of any date of determination, the divisor used by the Sponsor to calculate the level of the Index, as further described under “Description of the Index - Computation of the Index” in the Pricing Supplement.
FURTHER ISSUANCES:	We may, without your consent, offer further issuances of the Notes at offering prices based upon market conditions and Index levels at any time during the term of the Notes. If there is substantial demand for the Notes, we may issue additional Notes frequently. These further issuances, if any, will be consolidated to form a single series with the Notes and will have the same CUSIP number and will trade interchangeably with the Notes immediately upon settlement.

 

COUPON:	The Notes will pay a coupon, if any, on each Coupon Payment Date. For each Note you hold, on each Coupon Payment Date you will receive an amount in U.S. dollars equal to the difference between the Reference Dividend Amount minus the Tracking Fee (the “Coupon Amount”). To the extent the Reference Dividend Amount is less than the Tracking Fee on any Coupon Valuation Date, there will be no coupon payment made on the corresponding Coupon Payment Date, and an amount equal to the difference between the Tracking Fee and the Reference Dividend Amount in respect of such period (the “Tracking Fee Shortfall”) will be added to the Tracking Fee deducted from the Reference Dividend Amount in respect of the next Coupon Payment Date. For the avoidance of doubt, the process will be repeated to the extent necessary until such time as the accrued Tracking Fee has been deducted from the appropriate Reference Dividend Amount in all prior months.
COUPON PAYMENT DATE:	The fifth Business Day following each Coupon Valuation Date, subject to adjustment, as described in the Pricing Supplement.
COUPON VALUATION DATE:	The first Business Day of each calendar month during the term of the Notes beginning on August 1, 2007, and the last Coupon Valuation Date will be the Calculation Date, subject to adjustment, as described in the Pricing Supplement.
REFERENCE DIVIDEND AMOUNT:	As of any Coupon Payment Date, an amount per Note equal to the gross cash dividends that would have been received by a Reference Holder in respect of a quantity of Index Components held by such Reference Holder on an “ex-dividend date” with respect to any Index Component, which “ex-dividend date” occurred during the period from and including the first Index Business Day following the Initial Measurement Period to and excluding the immediately preceding Coupon Valuation Date. Any non-cash dividends that would have been received by a Reference Holder during any period of determination will be valued in cash by the Calculation Agent and will be included in the gross cash dividends for purposes of this calculation.
TRACKING FEE:	As of any date of determination, an amount per Note equal to the product of 0.070834% (representing 0.85% per annum) multiplied by the Current NAV. The Tracking Fee will be increased by an amount equal to any Tracking Fee Shortfall.
CURRENT NAV:	As of any date of determination, an amount per Note equal to the product of (i) the Principal Amount multiplied by (ii) a fraction, the numerator of which is equal to the VWAP Level as of such date and the denominator of which is equal to the Initial VWAP Level, as determined by the Calculation Agent.
CASH SETTLEMENT AMOUNT:	An amount per Note payable in U.S. dollars on the Maturity Date equal to (i) the Principal Amount multiplied by the Index Ratio minus (ii) the accrued Tracking Fee, if any.
INDEX RATIO:	As of any date of determination, an amount equal to the quotient of the Final VWAP Level divided by the Initial VWAP Level.
INITIAL VWAP LEVEL:	388.915, representing the arithmetic mean of the VWAP Levels measured each Index Business Day in the Initial Measurement Period determined in accordance with the VWAP Schedule set forth above, as determined by the Calculation Agent.
FINAL VWAP LEVEL:	The arithmetic mean of the VWAP Levels measured each Index Business Day in the Final Measurement Period, as determined by the Calculation Agent.
FINAL MEASUREMENT PERIOD:	The five Index Business Days from and including the Calculation Date. The Final Measurement Period is subject to adjustment as described in the Pricing Supplement.
CALCULATION DATE:	July 20, 2027, unless such day is not an Index Business Day, in which case the Calculation Date shall be the next Index Business Day. The Calculation Date is subject to further adjustment as described in the Pricing Supplement.
MATURITY DATE:	The third Business Day following the final Index Business Day in the Final Measurement Period.

EARLY REDEMPTION EVENT:	You may redeem your Notes as of the last Business Day of each week during the term of the Notes (each, a “Redemption Valuation Date”) by delivering a Redemption Notice to us via email no later than 10:00 a.m. New York City time on the Business Day prior to such Redemption Valuation Date. If we receive your Redemption Notice in accordance with the foregoing, we or our affiliate will send a form of Redemption Confirmation to you via return email, which you must complete, execute and return to us via facsimile by no later than 4:00 p.m. New York City time on the same Business Day. We or our affiliate must acknowledge receipt of your completed Redemption Confirmation in order for your redemption to be effective. The procedures described in the foregoing paragraph are referred to herein as the “Notice Procedures.”
	Upon compliance with the Notice Procedures, the Calculation Agent will accelerate the Calculation Date with respect to the Notes being redeemed to the relevant Redemption Valuation Date, which will automatically accelerate the final Coupon Valuation Date and the Maturity Date with respect to the Notes being redeemed in accordance with the terms set forth herein. On the accelerated Maturity Date you will receive an amount per Note in U.S. dollars equal to (i) the Cash Settlement Amount minus the Redemption Fee Amount plus (ii) the Coupon Amount, if any (the “Redemption Amount”).
	The Tracking Fee applicable to the Notes subject to an Early Redemption Event shall be an amount equal to the sum of (i) the Tracking Fee Shortfall as of the last Coupon Valuation Date (if any) plus (ii) the Tracking Fee as of the next Coupon Valuation Date multiplied by a percentage, the numerator of which is the total number of days since the prior Coupon Valuation Date, and the denominator of which is 30 (the “Adjusted Tracking Fee”). To the extent the Reference Dividend Amount as of the accelerated Calculation Date is greater than the Adjusted Tracking Fee, the Redemption Amount will include a coupon payment equal to the Coupon Amount (with the Calculation Agent using the Adjusted Tracking Fee in calculating such Coupon Amount). To the extent the Reference Dividend Amount as of the accelerated Calculation Date is less than the Adjusted Tracking Fee, the Redemption Amount will not include any coupon payment, and an amount equal to the difference between the Adjusted Tracking Fee less the Reference Dividend Amount will be subtracted from the Index Ratio in determining the Cash Settlement Amount payable on the accelerated Maturity Date.
	We will inform you of the Redemption Amount on the first Business Day following the final Index Business Day in the Final Measurement Period. Upon receipt, you must instruct your custodian at The Depositary Trust Company (“DTC”) to book a delivery vs. payment trade with respect to your Notes on such date at a price equal to the Redemption Amount, facing Bear Stearns DTC 0352, and cause your DTC custodian to deliver the trade as booked for settlement via DTC at or prior to 10:00 a.m. New York City time, on the applicable accelerated Maturity Date.
	You may redeem your Notes only in amounts of 75,000 Notes or greater, subject to adjustment by the Calculation Agent. You may not redeem your Notes in the week in which the Notes mature.
REDEMPTION NOTICE:	The form of redemption notice attached to the Pricing Supplement as Appendix 1.
REDEMPTION CONFIRMATION:	The form of redemption confirmation attached to the Pricing Supplement as Appendix 2.
REDEMPTION FEE:	0.125%
REDEMPTION FEE AMOUNT:	As of any date of determination, an amount per Note in U.S. dollars equal to the product of the Redemption Fee multiplied by the applicable Cash Settlement Amount.
REFERENCE HOLDER:	As of any date of determination, a hypothetical holder of a number of shares of each of the Index Components in the then current weightings within the Index as if such holder had invested an amount in the Index as of that date equal to the then equivalent Cash Settlement Amount (as if the Calculation Agent were to determine the Cash Settlement Amount on that date), as determined by the Calculation Agent.
EXCHANGE LISTING:	The Notes will be listed on the New York Stock Exchange under the ticker symbol “BSR”.

BUSINESS DAY:	Any day other than a Saturday or Sunday, on which banking institutions in New York, New York, are not authorized or obligated by law or executive order to close.
INDEX BUSINESS DAY:	Any day on which the Primary Exchange and each Related Exchange are scheduled to be open for trading.
PRIMARY EXCHANGE:	With respect to each Index Component, the primary exchange or market of trading of such Index Component.
RELATED EXCHANGE:	With respect to each Index Component, each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index Component.
CALCULATION AGENT:	Bear, Stearns & Co. Inc.

 

 

 

THE INDEX