PRICING SUPPLEMENT NO. 46 Rule 424(b)(3) DATED: January 4, 2005 File No. 333-109793 (To Prospectus dated November 17, 2003, and Prospectus Supplement dated November 17, 2003) $10,668,950,162 THE BEAR STEARNS COMPANIES INC. Medium-Term Notes, Series B Principal Amount: $25,000,000 Floating Rate Notes [x] Book Entry Notes [x] Original Issue Date: 1/7/2005 Fixed Rate Notes [ ] Certificated Notes [ ] Maturity Date: 1/7/2009 CUSIP#: 073928J46 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: 2.57% Interest Payment Period: Monthly Index Maturity: One Month Spread (plus or minus): +0.17% * On the 7th of each month prior to Maturity. ** On the 7th of each month, including the maturity date. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.