PRICING SUPPLEMENT NO. 3 Rule 424(b)(3) DATED: May 19, 2003+ File No. 333-104455 May 20, 2003++ (To Prospectus dated April 24, 2003, and Prospectus Supplement dated April 24, 2003) $10,227,293,162 THE BEAR STEARNS COMPANIES INC. MEDIUM-TERM NOTES, SERIES B Principal Amount: $325,000,000 Floating Rate Notes [x] Book Entry Notes [x] Original Issue Date: 5/22/2003 Fixed Rate Notes [ ] Certificated Notes [ ] Maturity Date: 5/23/2005 CUSIP#: 073928ZK2 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 [x] Federal Funds Open Rate Interest Reset Date(s): Daily [ ] Treasury Rate Interest Reset Period: Daily [ ] LIBOR Reuters Interest Payment Date(s): * [ ] LIBOR Telerate [ ] Prime Rate [ ] CMT Rate Initial Interest Rate: 1.5% Interest Payment Period: Quarterly Index Maturity: N/A Spread (plus or minus): + 0.25% + $175,000,000 was traded on May 19, 2003. ++ $150,000,000 was traded on May 20, 2003. * 8/22/03, 11/22/03, 2/22/04, 5/22/04, 8/22/04, 11/22/04, 2/22/05 and 5/23/05. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.