BEAR STEARNS COMPANIES INC
424B3, 1997-08-19
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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PRICING SUPPLEMENT NO. 2                                          Rule 424(b)(3)
DATED: August 13, 1997                                        File No. 333-31277
(To Prospectus dated August 13, 1997
and Prospectus Supplement dated August 13, 1997)


                                 $5,180,520,162
                         THE BEAR STEARNS COMPANIES INC.
                           MEDIUM-TERM NOTES, SERIES B
             WITH MINIMUM MATURITY OF NINE MONTHS FROM DATE OF ISSUE


Principal Amount: $15,000,000   Floating Rate Notes [_]   Book Entry Notes [x]

Original Issue Date: 9/15/97    Fixed Rate Notes [x]      Certificated Notes [_]

Maturity Date: 9/15/2017

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


Applicable Only to Fixed Rate Notes:
- ------------------------------------

Interest Rate:  7.50%

Interest Payment Dates: **

Applicable Only to Floating Rate Notes:
- ---------------------------------------


Interest Rate Basis:                               Maximum Interest Rate:

[_]     Commercial Paper Rate                      Minimum Interest Rate:

[_]     Federal Funds 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):

- -----------------------------
<PAGE>
*     Commencing September 15, 1998 and on monthly dates thereafter, the Notes
      may be called, in whole but not in part, at the option of the Company on
      eight days' calendar notice.

**    Monthly on the 15th, commencing October 15, 1997.


The distribution of Notes will conform to the requirements set forth in Rule
2720 of the NASD Conduct Rules.





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