Filed
Pursuant to Rule 433, on January 29, 2008, amending and
superseding
the free writing prospectus dated January
28, 2008
Relating
to
Prospectus
dated August 16, 2006
Registration
No. 333−136666
THE
BEAR STEARNS COMPANIES INC.
15
YEAR FIXED RATE NOTE, CALLABLE STARTING ON, BUT NOT
BEFORE,
FEBRUARY
7, 2009
FINAL
TERMS AND CONDITIONS
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Issuer:
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The
Bear Stearns Companies Inc.
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Expected
Ratings:
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A2
/A
An
explanation of the significance of ratings may be obtained from the
rating
agencies. Generally, rating agencies base their ratings on such material
and information, and such of their own investigations, studies and
assumptions, as they deem appropriate. The rating of the securities
should
be evaluated independently from similar ratings of other securities.
A
credit rating of a security is not a recommendation to buy, sell
or hold
securities and may be subject to review, revision, suspension, reduction
or withdrawal at any time by the assigning rating
agency.
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Trade
Date:
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January
28, 2008
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Settlement
Date:
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February
7, 2008
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Total
principal amount (USD):
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$2,000,000
(may be upsized)
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Coupon:
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7.05%
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Maturity
Date:
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February
7, 2023
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Issue
Price
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Variable
prices as negotiated from time to time.
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Agent’s
Discount
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Not
to exceed 2.5%.
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Redemption
Price
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100.00%
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Initial
Interest Payment Date
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May
7, 2008
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Interest
Payment Dates
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Quarterly
on the 7th
calendar day of each February, May, August and November, starting
on May
7, 2008, subject to Early Redemption, in accordance with the Business
Day
Convention.
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Interest
Period End Dates
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Quarterly
on the 7th
calendar day of each February, May, August and November, starting
on May
7, 2008.
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Interest
Period
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Each
period from, and including, one Interest Period End Date to, but
excluding, the next following Interest Period End Date, except that
the initial Interest Period will commence on, and include the Issue
Date.
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Coupon
Payment Currency
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USD
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Business
Days
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New
York, London
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Business
Day Convention
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Modified
Following
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Day
Count:
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30
/ 360 unadjusted
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Minimum
denomination:
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$1,000
minimum, $1,000 integral multiples
thereafter
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Early
Redemption
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The
Issuer shall have the right to call the Notes in whole but not in
part at
100% of the Issue Amount on each Interest Payment Date Starting on
February 7, 2009 by providing five (5) Business Days prior notice.
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Form
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USMTN
Registered
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Listing
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None
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Clearing
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DTC
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Payment
and Delivery
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Delivery
of the note in full on the Issue Date to Bear Stearns through DTC,
against
payment.
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No
Investment Advice
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In
creating this term sheet Bear Stearns is not providing you with investment
advice or a personal recommendation. In the event Bear Stearns is
deemed
to have provided you with investment advice, you acknowledge and
agree
that Bear Stearns has only done so to the extent that you have provided
Bear Stearns with your investment objectives with respect to the
Notes and
only such investment objectives have been taken into account when
assessing the suitability of the Notes for your purposes.
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Risk
Factors
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Credit
and Principal.
The Note is an unsecured senior unsubordinated obligation of the
Issuer.
The Note is principal protected only at maturity and, if called by
the
Issuer, on the relevant Call Date
Liquidity
Risk.
Neither Bear Stearns nor the Issuer makes any representation as to
the
existence of a secondary market for the Note. The market value can
be
expected to fluctuate significantly and investors should be prepared
to
assume the market risks associated with these notes. However, under
ordinary market conditions, Bear Stearns will offer to repurchase
part or
all of the Notes outstanding, although there can be no assurance
at which
price such a bid would be made. The price given, if any, may also
be
affected by many factors, including, but not limited to: the remaining
term of the Notes, the general level of interest rates, prevailing
market
prices, implied volatility and the cost to the Issuer of unwinding
any
related hedging activity or any funding arrangement.
You
should read this document together with the prospectus, dated
August 16,
2006 (the “Prospectus”), as supplemented by the prospectus supplement,
dated August 16, 2006 (the “Prospectus Supplement”). You should carefully
consider, among other things, the matters set forth in “Risk Factors” in
the Prospectus
Supplement.
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CUSIP:
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TBD
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The
issuer has filed a registration statement (including a prospectus)
with
the SEC for the offering to which this communication relates. Before
you
invest, you should read the prospectus in that registration statement
and
other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Website at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating
in
the offering will arrange to send you the prospectus if you request
it by
calling toll-free 1-866-803-9204.
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