SecProbe.io

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            September 20, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (212) 272-8904

Mr. Samuel L. Molinaro, Jr.
Executive Vice President and Chief Financial Officer
The Bear Stearns Companies Inc.
383 Madison Avenue
New York, New York  10179

Re:	The Bear Stearns Companies Inc.
	Form 10-K filed February 14, 2005
	File No. 1-08989

Dear Mr. Molinaro:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

*    *    *    *    *    *    *

Form 10-K for the year ended November 30, 2004

Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies - Financial
Instruments, page 69

1. We note your disclosure on page 70 that you follow EITF
Statement
No. 02-3.  Please provide us with the following information:
* describe your accounting policy for recognition of unrealized
gains
and losses at the inception of the contracts;
* describe your accounting policy for recognition of previously
unrecognized gains and losses subsequent to inception.  Tell us
whether these gains and losses are ever recognized and if so,
describe the conditions for recognition; and
* separately quantify unrecognized gains and losses at the
inception
of the contracts and recognized gains and losses subsequent to
inception during each period.

Note 5.  Transfers of Financial Assets and Liabilities, page 76

2. Please tell us how you believe you have met the disclosure
requirements of paragraphs 17(f)(2) and 17(g)(4) of SFAS 140, or,
why
you believe these disclosures are not applicable.  Specifically,
please tell us and revise future filings to disclose:
* characteristics of the securitizations (including but not
limited
to recourse and restrictions on retained interests);
* gains or losses from sale of financial assets in
securitizations;
* total principal amount of securitized assets outstanding; and
* delinquencies and credit losses associate with securitized
assets

*    *    *    *    *    *    *

      As appropriate, please amend your filing or respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review, as appropriate.  Please
furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

        We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

        In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

         In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

	You may contact Lisa Haynes, Staff Accountant at (202) 551-
3424
or me at (202) 551-3492 if you have questions.

								Sincerely,

	                        	 John P. Nolan
				Accounting Branch Chief

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Mr. Samuel L. Molinaro, Jr.
The Bear Stearns Companies Inc.
Page 3 of 3

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