Securities Exchange Act of 1934
Rule 14a-8

February 11, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

The proposal amends the bylaws to require that Bear Stearns include in its proxy materials the name, along with certain disclosures and statements, of any person nominated for election to the board by a stockholder who has beneficially owned 3% or more of Bear Stearns' outstanding common stock for at least two years.

There appears to be some basis for your view that Bear Stearns may exclude the proposal under rule 14a-8(i)(8). Accordingly, we will not recommend enforcement action to the Commission if Bear Stearns omits the proposal from its proxy materials in reliance on rule 14a-8(i)(8).

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/bearstearnscos021108-14a8.htm