PRICING SUPPLEMENT NO. 54 Rule 424(b)(3)
DATED: February 6, 2003 File No. 333-76894
(To Prospectus dated January 25, 2002,
and Prospectus Supplement dated January 25, 2002)
$10,006,693,162
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTES, SERIES B
Principal Amount: $95,000,000 Floating Rate Notes [x] Book Entry Notes [x]
Original Issue Date: 2/11/2003 Fixed Rate Notes [ ] Certificated Notes [ ]
Maturity Date: 2/11/2005 CUSIP#: 073928YQ0
Option to Extend Maturity: No [x]
Yes [ ] 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
[ ] Commercial Paper Rate Minimum Interest Rate: N/A
[ ] Federal Funds Effective Rate
[ ] Federal Funds Open Rate Interest Reset Date(s): *
[ ] Treasury Rate Interest Reset Period: Monthly
[ ] LIBOR Reuters Interest Payment Date(s): **
[ x ] LIBOR Telerate
[ ] Prime Rate
[ ] CMT Rate
Initial Interest Rate: 1.64% Interest Payment Period: Monthly
Index Maturity: One Month
Spread (plus or minus): +0.30%
* On the 11th of each month prior to Maturity.
** On the 11th of each month and at Maturity.
The distribution of Notes will conform to the requirements set forth in Rule
2720 of the NASD Conduct Rules.