Filed Pursuant to Rule 433
                                                     Registration No. 333-136666
                                                               February 22, 2008

[BEAR STEARNS LOGO]
                             15 YEAR NON INVERSION NOTE NON-CALLABLE IN YEAR ONE

Bear, Stearns & Co. Inc
383 Madison Avenue
New York, NY 10179                         Principal Protected at Maturity

TELEPHONE:  212 272 5215
FACSIMILE:  212 272 9758



Preliminary Terms as of February 22, 2008
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Preliminary Terms of Note
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Issuer:                         The Bear Stearns Companies Inc.

Program Rating:                 A2/A

Issue Amount:                   [                        ]

Trade Date:                     [February 25, 2008]

Issue Date:                     [March 6, 2008]

Final Maturity Date:            [March 6, 2023 (15 years)]

Issue Price:                    [The Dealer may offer to sell the Notes to
                                purchasers at individually negotiated prices,
                                which may vary among different purchases of the
                                Notes]

Redemption Price:               [100%]

Coupon:                         [9.50% x n/N per annum, subject to Accrual
                                Provision]

Minimum Coupon:                 0.00%

Accrual Provision:              The Accrual Provision is fulfilled for each day
                                that the CMS Spread is greater than or equal to
                                the Range Minimum. On any day that the CMS
                                Spread is not greater than or equal to the Range
                                Minimum, then the Accrual Provision is not
                                fulfilled for that day and interest accrues at
                                the Minimum Coupon rate. On any day that is not
                                a U.S. Government Securities Business Day, the
                                Accrual Provision for the immediately preceding
                                U.S. Government Securities Business Day shall
                                apply. The

The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this free writing prospectus 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 Web site 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.



[BEAR STEARNS LOGO]                                            Preliminary Terms

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                                CMS Spread observed for the period after the
                                Rate Cut Off Date through to the end of such
                                Coupon Period shall be deemed to be the CMS
                                Spread as observed on the Rate Cut Off Date for
                                that Coupon Period.

                                 Where:

                                n = number of days in the Coupon Period for
                                    which the Accrual Provision is fulfilled

                                N = actual number of days in the Coupon Period

Rate Cut Off Date:              Two (2) US Government Securities Business Days
                                prior to the Coupon Payment Date for the
                                relevant Coupon Period.

CMS Spread:                     [30 Year CMS - 2 Year CMS]

Range Minimum:                  [0.00%]

30 Year CMS:                    The rate for U.S. Dollar swaps with a maturity
                                of thirty (30) years, expressed as a percentage,
                                which appears on the Reuters Screen ISDAFIX1
                                Page as of 11:00a.m., New York City time, on the
                                day that is two (2) U.S. Government Securities
                                Business Days preceding that Reset Date.

2 Year CMS:                     The rate for U.S. Dollar swaps with a maturity
                                of two (2) years, expressed as a percentage,
                                which appears on the Reuters Screen ISDAFIX1
                                Page as of 11:00a.m., New York City time, on the
                                day that is two (2) U.S. Government Securities
                                Business Days preceding that Reset Date.

Coupon Payment Dates:           [Quarterly on the 6th calendar day of each
                                March, June, September and December, starting on
                                June 6, 2008, subject to Early Redemption, in
                                accordance with the Business Day Convention.]

Coupon Period End Dates:        [Quarterly on the 6th calendar day of each
                                March, June, September and December, starting on
                                June 6, 2008, subject to Early Redemption, in
                                accordance with the Business Day Convention.]

Coupon Period:                  Each period from, and including, one Coupon
                                Period End Date to, but excluding, the next
                                following Coupon Period End Date, except that
                                the initial Coupon Period will commence on, and
                                include, the Issue Date.

Early Redemption:               [The Issuer shall have the right to call the
                                Notes in whole but not in part at 100% of the
                                Issue Amount on each Coupon Payment Date
                                starting on March 6, 2009 by providing ten (10)
                                Business Days prior written notice.]

Day Count Fraction:             [30/360 unadjusted]


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[BEAR STEARNS LOGO]                                            Preliminary Terms

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Business Days:                  [New York]

Business Day Convention:        [Modified Following]

US Government Securities
 Business Day:                  Any day that US Government Securities are traded
                                in the dealer market in New York City.

Form:                           [SEC Registered Medium Term Note]

Clearing:                       DTC

Minimum Denominations:          [USD 1,000]

Payment and Delivery:           Delivery of the Note in full on the Issue Date
                                to Bear Stearns through DTC, against payment.

Governing Law:                  New York

Calculation Agent:              Bear, Stearns & Co. Inc. ("Bear Stearns")

Selling Dealer:                 Oppenheimer & Co. Inc. ("Oppenheimer")

Risk Factors:                   Coupon Risk. For each day during the Coupon
                                Period that the CMS Spread is less than the
                                Range Minimum, the Issuer will not pay any
                                interest on the Notes. It is possible that the
                                CMS Spread will be less than the Range Minimum
                                for so many days during any Coupon Period that
                                the interest payment for that Coupon Period will
                                be zero or less than the amount that would have
                                been paid on an ordinary debt security. To the
                                extent that the CMS Spread remains below the
                                Range Minimum, the market value of the Notes may
                                decrease and you may receive substantially less
                                than 100% of the issue price if you choose to
                                sell your Notes at that time.

                                Early Redemption Risk. The Issuer may, at its
                                option, redeem the Notes in whole, but not in
                                part, on each Coupon Payment Date, commencing on
                                or after March 6, 2009 with not less than 10
                                Business Days prior written notice, at a price
                                equal to 100% of the initial principal amount of
                                the Notes. If the Issuer elects to redeem the
                                Notes, you will also receive the interest
                                payable on such Coupon Payment Date. No further
                                interest payments will be made after the Issuer
                                redeems the Notes. If the Notes are redeemed,
                                you may not be able to reinvest the redemption
                                proceeds in a comparable security at an
                                effective interest rate as high as the interest
                                rate on the Notes being redeemed.

                                Credit and Principal. The Notes are an unsecured
                                senior unsubordinated obligation of the Issuer.
                                The Notes are principal


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[BEAR STEARNS LOGO]                                            Preliminary Terms

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                                protected only at maturity and, if called by the
                                Issuer, on the relevant Call Date.

                                Liquidity Risk. Neither Bear Stearns, nor
                                Oppenheimer nor the Issuer makes any
                                representation as to the existence of a
                                secondary market for the Notes. 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 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.

No Investment Advice:           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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