SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) January 25, 2002
                                                         ----------------

                         THE BEAR STEARNS COMPANIES INC.
                 -----------------------------------------------
             (Exact name of registrant as specified in its charter)


        DELAWARE                   File No. 1-8989           13-3286161
----------------------------  ------------------------  ------------------------
(State or other jurisdiction  (Commission File Number)      (IRS Employer
     of incorporation)                                   Identification Number)




               383 Madison Avenue, New York, New York               10179
          -----------------------------------------------        -----------
              (Address of principal executive offices)            (zip code)



       Registrant's telephone number, including area code: (212) 272-2000
                                                           --------------


                                 Not Applicable
          -------------------------------------------------------------
          (former name or former address, if changed since last report)





Item 5. Other Events
        ------------

Filed herewith are copies of:

     (a)  Opinion of Cadwalader, Wickersham & Taft as to certain federal income
          tax consequences described in the Prospectus Supplement, dated January
          25, 2002 to the Prospectus, dated January 25, 2002, included in the
          Registration Statement on Form S-3 filed by the Company (Registration
          No. 333-76894).

     (b)  Consent of Cadwalader, Wickersham & Taft.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
        ------------------------------------------------------------------

     (a)  Financial Statements of Businesses Acquired:

          Not applicable

     (b)  Pro Forma Financial Information:

          Not applicable

     (c)  Exhibits:

          The following exhibits are incorporated by reference into the
          Registration Statement on Form S-3 (Registration No. 333-76894) as
          exhibits to such Registration Statement:

          8     Opinion of Cadwalader, Wickersham & Taft as to certain federal
                income tax consequences.

          23(c) Consent of Cadwalader, Wickersham & Taft (Included in
                Exhibit 8).


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                         THE BEAR STEARNS COMPANIES INC.



                                         By: /s/ Marshall J Levinson
                                             -----------------------------------
                                             Marshall J Levinson
                                             Controller
                                             (Principal Accounting Officer)



Dated: January 25, 2002


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                         THE BEAR STEARNS COMPANIES INC.

                                    FORM 8-K

                                 CURRENT REPORT

                                  EXHIBIT INDEX
                                  -------------



Exhibit No.       Description
-----------       -----------
8                 Opinion of Cadwalader, Wickersham & Taft as to certain
                  federal income tax consequences.

23(c)             Consent of Cadwalader, Wickersham & Taft (Included in
                  Exhibit 8).


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