PRICING
SUPPLEMENT NO. 11
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Rule 424(b)(2)
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DATED: February
20, 2007
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File
No. 333-136666
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(To
Prospectus dated August 16, 2006,
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and
Prospectus Supplement dated August 16, 2006)
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THE
BEAR STEARNS COMPANIES INC.
Medium-Term
Notes, Series B
Principal
Amount: $1,100,000,000
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Floating
Rate Notes [x]
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Book
Entry Notes [x]
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Original
Issue Date: 2/23/2007
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Fixed
Rate Notes [ ]
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Certificated
Notes [ ]
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Maturity
Date: 2/23/2010
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CUSIP#:
073928U50
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Option
to Extend Maturity:
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No
Yes
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[x]
[ ] Final
Maturity Date:
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Redeemable
On
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Redemption
Price(s)
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Optional
Repayment
Date(s)
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Optional
Repayment
Price(s)
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N/A
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N/A
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N/A
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N/A
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Applicable
Only to Fixed Rate Notes:
Interest
Rate:
Interest
Payment Dates:
Applicable
Only to Floating Rate Notes:
Interest
Rate Basis:
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Maximum
Interest Rate: N/A
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[ ] Commercial
Paper Rate
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Minimum
Interest Rate N/A
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[ ] Federal
Funds Effective Rate
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[ ] Federal
Funds Open Rate
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Interest
Reset Date(s): *
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[ ] Treasury
Rate
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Interest
Reset Period: Quarterly
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[ ] LIBOR
Reuters
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Interest
Payment Date(s): **
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[x] LIBOR
Telerate
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[ ] Prime
Rate
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[ ] CMT
Rate
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Initial
Interest Rate: 5.45%
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Interest
Payment Period: Quarterly
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Index
Maturity: Three months
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Spread
(plus or minus): +0.09%
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*
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Commencing
May 23, 2007 and on the 23rd of each August, November, February
and May
thereafter prior to Maturity.
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**
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Commencing
May 23, 2007 and on the 23rd of each August, November, February
and May
thereafter up to and including the Maturity
date.
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The
distribution of Notes will conform to the requirements set forth in Rule
2720 of
the NASD Conduct Rules.
We
intend
to treat the Notes as variable rate debt instruments that bear interest that
is
unconditionally payable at least annually at a single qualified floating
rate
for U.S. federal income tax purposes.
CERTAIN
ERISA CONSIDERATIONS
Investors
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), Section 4975 of the Internal Revenue Code of 1986, as amended
(the
"Code") and other benefit plan investors should review the section entitled
"ERISA Considerations" in the base prospectus. Investors should note the
discussion of the new statutory exemption in the recently enacted Pension
Protection Act of 2006 for transactions involving certain parties in interest
or
disqualified persons who are such merely because they are a service provider
to
a plan subject to ERISA and/or Section 4975 of the Code (a "Plan"), or because
they are related to a service provider. Generally, the new exemption would
be
applicable if the party to the transaction with the Plan is a party in interest
or a disqualified person to the Plan but is not (i) an employer, (ii) a
fiduciary who has or exercises any discretionary authority or control with
respect to the investment of the Plan assets involved in the transaction,
(iii)
a fiduciary who renders investment advice (within the meaning of ERISA and
Section 4975 of the Code) with respect to those assets, or (iv) an affiliate
of
(i), (ii) or (iii). Any Plan fiduciary relying on this new statutory exemption
(Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code) and purchasing
securities on behalf of a Plan will be deemed to represent that (x) the
fiduciary has made a good faith determination that the Plan is paying no
more
than, and is receiving no less than, adequate consideration in connection
with
the transaction and (y) neither we nor our affiliates directly or indirectly
exercises any discretionary authority or control or renders investment advice
(as defined above) with respect to the assets of the Plan which such fiduciary
is using to purchase the Notes, both of which are necessary preconditions
to
utilizing this new exemption. Any purchaser that is a Plan is encouraged
to
consult with counsel regarding the application of the administrative and
statutory exemptions (including the new exemption discussed herein) described
in
the base prospectus.
A
fiduciary of a Plan or a plan subject to provisions of applicable federal,
state
or local law similar to the foregoing provisions of ERISA or the Code ("Similar
Law") purchasing the Notes, or in the case of certain IRAs, the grantor or
other
person directing the purchase of the Notes for the IRA, shall be deemed to
represent, by its purchase, that its purchase, holding, and disposition of
the
Notes does not constitute a non-exempt prohibited transaction under Section
406
of ERISA, Section 4975 of the Code or a non-exempt violation of Similar
Law.