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PRICING SUPPLEMENT NO. 3 Rule 424(b)(3)
DATED: January 27, 1997 File No. 333-17985
(To Prospectus dated January 22, 1997
and Prospectus Supplement dated January 22, 1997)
$5,434,620,162
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTES, SERIES B
WITH MINIMUM MATURITY OF NINE MONTHS FROM DATE OF ISSUE
Principal Amount: Floating Rate Notes Book Entry Notes
$125,000,000 [x] [x]
Original Issue Date: Fixed Rate Notes Certificated Notes
1/28/97 [_] [_]
Maturity Date: 1/28/98
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:
Applicable Only to Floating Rate Notes:
- --------------------------------------
Interest Rate Basis: Maximum Interest Rate: N/A
[_] Commercial Paper Rate Minimum Interest Rate: N/A
[_] Federal Funds Rate Interest Reset Date(s): *
[_] Treasury Rate Interest Reset Period: Daily
[_] LIBOR Reuters Interest Payment Date(s): **
[_] LIBOR Telerate
[x] Prime Rate
[_] CMT Rate
Initial Interest Rate: *** Interest Payment Period: Quarterly
Index Maturity: N/A
Spread (plus or minus): -2.80%
- -------------------------
* Daily on each Business Day.
** 04/28/97, 07/28/97, 10/28/97 and 01/28/98.
*** The Prime Rate as of January 28, 1997 minus 280 basis points.
The distribution of Notes will conform to the requirements set forth
in Rule 2720 of the NASD Conduct Rules.
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