PRICING SUPPLEMENT NO. 11A Rule 424(b)(3) DATED: January 27, 2004 + File No. 333-109793 April 21, 2004 ++ (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: $925,000,000 Floating Rate Notes [x] Book Entry Notes [x] Original Issue Date: 1/30/2004 ^ Fixed Rate Notes [ ] Certificated Notes [ ] 4/26/2004 ^^ Maturity Date: 1/30/2009 CUSIP#: 073928D67 Euroclear and Clearstream Common Code: 018536650 Option to Extend Maturity: No [x] Yes [ ] Final Maturity Date: Lead Agents: Bear, Stearns & Co. Inc. Bear, Stearns International Limited Co-Agent: Zions Investments Securities, Inc. 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: Quarterly [ ] LIBOR Reuters Interest Payment Date(s): ** [x] LIBOR Telerate [ ] Prime Rate [ ] CMT Rate Initial Interest Rate: 1.42% Interest Payment Period: Quarterly Index Maturity: Three Months Spread (plus or minus): +0.30% + $600,000,000 was traded on January 27, 2004. ++ $325,000,000 was traded on April 21, 2004. ^ $600,000,000 was issued on January 30, 2004. ^^ $325,000,000 was issued on April 26, 2004. These Notes will have interest accrued from January 30, 2004 for the Interest Payment Date on April 30, 2004. * Commencing April 30, 2004 and on the 30th of each July, October, January and April thereafter prior to Maturity. ** Commencing April 30, 2004 and on the 30th of each July, October, January and April thereafter, including the maturity date. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules. -2-