UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 31, 2005
                                                         ----------------

                         THE BEAR STEARNS COMPANIES INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)


        DELAWARE                 File No. 1-8989                 13-3286161
        --------                 ---------------                 ----------

    (State or other          (Commission File Number)          (IRS Employer
    jurisdiction of                                       Identification Number)
     incorporation)

           383 Madison Avenue, New York, New York           10179
           ------------------------------------------------------
           (Address of principal executive offices)    (zip code)

     Registrant's telephone number, including area code:    (212) 272-2000
                                                            --------------


                                 Not Applicable
     -----------------------------------------------------------------------
          (Former name or former address, if changed since last report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




Item 8.01  Other Events.
           ------------

      Filed herewith are copies of:

      (a)   Form of Medium-Term Note, Series B (Principal Protected Notes,
            Linked to the PHLX Housing Sector Index(SM), Due November 7, 2008).

      (b)   Opinion of Cadwalader, Wickersham & Taft LLP as to certain federal
            income tax consequences described in the Pricing Supplement, dated
            October 31, 2005, to the Prospectus Supplement and the Prospectus,
            each dated February 2, 2005, included in the Registration Statement
            on Form S-3 filed by the Company (Registration No. 333-121744).

      (c)   Consent of Cadwalader, Wickersham & Taft LLP.

Item 9.01  Financial Statements and Exhibits.
           ---------------------------------

      (c)   Exhibits:

            The following exhibits are incorporated by reference into the
            Registration Statement on Form S-3 (Registration No. 333-121744) as
            exhibits to such Registration Statement:

            4(b)(20) Form of Medium-Term Note, Series B (Principal Protected
                     Notes, Linked to the PHLX Housing Sector Index(SM), Due
                     November 7, 2008).

            8(a)     Opinion of Cadwalader, Wickersham & Taft LLP as to certain
                     federal income tax consequences.

            23(c)    Consent of Cadwalader, Wickersham & Taft LLP (Included in
                     Exhibit 8(a)).


                                      -2-


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       THE BEAR STEARNS COMPANIES INC.





                                       By:   /s/ Jeffrey M. Farber
                                          --------------------------------------
                                            Jeffrey M. Farber
                                            Controller
                                            (Principal Accounting Officer)

Dated: November 10, 2005


                                      -3-


                         THE BEAR STEARNS COMPANIES INC.

                                    FORM 8-K

                                 CURRENT REPORT

                                  EXHIBIT INDEX

Exhibit No.     Description

4(b)(20)        Form of Medium-Term Note, Series B (Principal Protected Notes,
                Linked to the PHLX Housing Sector Index(SM), Due November 7,
                2008).

8(a)            Opinion of Cadwalader, Wickersham & Taft LLP as to certain
                federal income tax consequences.

23(c)           Consent of Cadwalader, Wickersham & Taft LLP (Included in
                Exhibit 8(a)).


                                      -4-