PRICING
SUPPLEMENT NO. 13/A ^
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Rule 424(b)(2)
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DATED:
May 16, 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: $1,500,000,000
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Floating
Rate Notes [x]
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Book
Entry Notes [x]
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Original
Issue Date: 5/18/2007
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Fixed
Rate Notes [ ]
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Certificated
Notes [ ]
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Maturity
Date: 5/18/2010
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CUSIP#:
073928W25
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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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[x] LIBOR Rate +
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Interest
Payment Date(s): **
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[ ] Prime Rate
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[ ] CMT Rate
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Initial
Interest Rate: 5.48%
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Interest
Payment Period: Quarterly
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Index
Maturity: Three months
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Spread
(plus or minus): +0.12%
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^
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This
Pricing Supplement No. 13/A is being filed solely for the purpose
of
amending footnote + hereof, and replaces and supersedes in its entirety
Pricing Supplement No. 13, filed with the Commission on May 16, 2007.
No
additional securities are being registered by this Pricing Supplement
No.
13/A.
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*
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Commencing
May 18, 2007 and on the 18th of each August, November, February and
May
thereafter prior to Maturity.
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**
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Commencing
May 18, 2007 and on the 18th of each August, November, February and
May
thereafter up to and including the Maturity
date.
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+
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Means
the offered rate for deposits in U.S. dollars having a maturity of
three
months, beginning on the second London Banking Day after each Interest
Determination Date, which appears on Reuters Screen LIBOR01 Page
as of
11:00 a.m., London time, on that
date.
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In
the
case where no rate appears on Reuters Screen LIBOR01 Page, LIBOR will be
determined based on the rates at approximately 11:00 a.m., London time, on
that
Interest Determination Date at which deposits in U.S. dollars having a
three-month maturity are offered by four major banks in the London interbank
market selected by the Calculation Agent to prime banks in the London interbank
market beginning on the second London Banking Day after that date and in a
principal amount of not less than U.S. $1,000,000 that is representative of
a
single transaction in such market at such time (a ‘‘representative amount’’).
The Calculation Agent will request the principal London office of each such
bank
to provide a quotation of its rate. If at least two such quotations are
provided, the LIBOR rate for that date will be the arithmetic mean of such
quotations.
If
fewer
than two quotations are provided, LIBOR for that date will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m. on such date by three
major
banks in New York City selected by the Calculation Agent for loans in U.S.
dollars to leading European banks having a three-month maturity beginning on
the
second London Banking Day after that date and in a principal amount of not
less
than a representative amount.
Finally,
if the three banks are not quoting as mentioned above, the LIBOR rate will
remain the rate then in effect on such Interest Determination Date.
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.