CALCULATION OF REGISTRATION FEE

 

Title of Each Class of
Securities Offered

 

Maximum
Aggregate
Offering
Price

 

Amount of
Registration
Fee(1)

 

Medium-Term Notes, Series B

 

$

750,000,000

 

$

80,250

 

(1)             Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The filing fee of $80,250 is being paid in connection with the registration of these Medium-Term Notes, Series B.



PRICING SUPPLEMENT NO. 2

Rule 424(b)(2)

DATED: August 17, 2006

File No. 333-136666

(To Prospectus dated August 16, 2006,

 

and Prospectus Supplement dated August 16, 2006)

 

 

THE BEAR STEARNS COMPANIES INC.
Medium-Term Notes, Series B

Principal Amount: $750,000,000

Floating Rate Notes [x]

Book Entry Notes x

Original Issue Date: 08/22/2006

Fixed Rate Notes [ ]

Certificated Notes o

Maturity Date: 08/21/2009

CUSIP#: 073928R47

 

Option to Extend Maturity:

No

x

 

 

Yes

o

Final Maturity Date:

 

 

Optional

 

Optional

 

 

 

 

 

Redemption

 

Repayment

 

Repayment

 

Redeemable On

 

 

 

Price(s)

 

Date(s)

 

Price(s)

 

N/A

 

N/A

 

N/A

 

N/A

 

 

Applicable Only to Fixed Rate Notes:

Interest Rate:

Interest Payment Dates:

Applicable Only to Floating Rate Notes:

Interest Rate Basis:

 

Maximum Interest Rate: N/A

o

Commercial Paper Rate

 

Minimum Interest Rate: N/A

o

Federal Funds Effective Rate

 

 

o

Federal Funds Open Rate

 

Interest Reset Date(s): *

o

Treasury Rate

 

Interest Reset Period: Quarterly

o

LIBOR Reuters

 

Interest Payment Date(s): **

x

LIBOR Telerate

 

 

o

Prime Rate

 

 

o

CMT Rate

 

 

Initial Interest Rate: 5.489%

 

Interest Payment Period: Quarterly

 

Index Maturity: Three months

 

Spread (plus or minus): +0.09%

 

*                    Commencing November 21, 2006 and on the 21st of each February, May, August and November thereafter prior to Maturity.

**             Commencing November 21, 2006 and on the 21st of each February, May, August and November thereafter, up to and including the Maturity date.

The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.