PRICING SUPPLEMENT NO. 45 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: $50,000,000 Floating Rate Notes [ ] Book Entry Notes [x] Original Issue Date: 1/7/2005 Fixed Rate Notes [x] Certificated Notes [ ] Maturity Date: 1/7/2010 CUSIP#: 073928J38 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: 4.245% Interest Payment Date(s): * Applicable Only to Floating Rate Notes: -------------------------------------- Interest Rate Basis: Maximum Interest Rate: [ ] Commercial Paper Rate Minimum Interest Rate: [ ] Federal Funds Effective Rate [ ] Federal Funds Open Rate Interest Reset Date(s): [ ] Treasury Rate Interest Reset Period: [ ] LIBOR Reuters Interest Payment Date(s): [ ] LIBOR Telerate [ ] Prime Rate [ ] CMT Rate Initial Interest Rate: Interest Payment Period: Index Maturity: Spread (plus or minus): * On the 7th of each July and January, including the maturity date. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.