Exhibit 8(a)

                [LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT LLP]

November 29, 2004

The Bear Stearns Companies Inc.
383 Madison Avenue
New York, New York 10179

Gentlemen:

We have acted as special counsel to The Bear Stearns Companies Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the Pricing
Supplement, dated November 29, 2004 (the "Pricing Supplement"), to the
Prospectus Supplement, dated November 17, 2003 (the "Prospectus Supplement") and
the Prospectus, dated November 17, 2003 (the "Prospectus"), relating to
$7,900,000 principal amount of Medium-Term Notes, Series B, 15 Year USD Callable
CMS Spread Principal Protected Note Due November 29, 2019 (the "Notes"). The
Prospectus, Prospectus Supplement and Pricing Supplement are included in the
Registration Statement on Form S-3 (Registration No. 333-109793) (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), to which this letter is an exhibit.

In rendering the opinions set forth below, we have examined and relied upon,
among other things, (a) the Registration Statement, including the Prospectus,
Prospectus Supplement and Pricing Supplement constituting a part thereof, (b)
the Indenture, dated as of May 31, 1991, as supplemented by the First
Supplemental Indenture, dated as of January 29, 1998 (as supplemented, the
"Indenture"), between the Company and JPMorgan Chase Bank (formerly, The Chase
Manhattan Bank), as Trustee, filed as an exhibit to the Registration Statement,
(c) the form of Note filed as an exhibit to the Registration Statement and (d)
originals, copies or specimens, certified or otherwise identified to our
satisfaction, of such certificates, corporate and public records, agreements and
instruments and other documents as we have deemed appropriate as a basis for the
opinions expressed below. In such examination we have assumed the genuineness of
all signatures, the authenticity of all documents, agreements and instruments
submitted to us as originals, the conformity to original documents,


The Bear Stearns Companies Inc.        -2-                     November 29, 2004


agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens, the authenticity of the originals of
such documents, agreements and instruments submitted to us as copies or
specimens, the conformity of the text of each document filed with the Commission
through the Commission's Electronic Data Gathering, Analysis and Retrieval
System to the printed document reviewed by us and the accuracy of the matters
set forth in the documents, agreements and instruments we reviewed. We have
further assumed that all statements, facts, representations and covenants made
therein are and remain true (without regard to any qualifications stated therein
and without undertaking to verify such statements, facts and representations by
independent investigation), that the respective parties thereto and all parties
referred to therein will act in all respects at all relevant times in conformity
with the requirements and provisions of such documents, and that none of the
terms and conditions contained therein has been or will be waived or modified in
any respect. As to matters of fact relevant to the opinions expressed herein, we
have relied upon, and assumed the accuracy of, the representations and
warranties in certificates and oral or written statements and other information
obtained from the Company, and the other parties to the transaction referenced
herein, and public officials. Except as expressly set forth herein, we have not
undertaken any independent investigation (including, without limitation,
conducting any review, search or investigation of any public files, records or
dockets) to determine the existence or absence of the facts that are material to
our opinions, and no inference as to our knowledge concerning such facts should
be drawn from our reliance on the representations of the Company and others in
connection with the preparation and delivery of this letter. In addition, we
have assumed that the Notes will be executed and delivered in substantially the
form in which they are filed as an exhibit to the Registration Statement.

We express no opinion concerning the laws of any jurisdiction other than the
federal laws of the United States of America.

Based upon and subject to the qualifications set forth herein, we are of the
opinion that:

The statements made in the Pricing Supplement, under the caption "Certain US
Federal Income Tax Considerations", to the extent such statements summarize
material federal tax consequences of the purchase, beneficial ownership and
disposition of the Notes to the holders thereof described therein, are correct
in all material respects. All such statements are based upon current law, which
is subject to change, possibly with retroactive effect. Further, there can be no
assurance that the Internal Revenue Service will not take a contrary position.

We assume no obligation to update or supplement this letter to reflect any
facts, circumstances, laws, rules or regulations, or any changes thereto, or any
court or other


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authority or body decisions or governmental or regulatory authority
determinations which may hereafter occur or come to our attention.

We hereby consent to the filing of this letter as an exhibit to the Registration
Statement without admitting that we are "experts" within the meaning of the
Securities Act or the rules and regulations of the Commission issued thereunder
with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Cadwalader, Wickersham & Taft LLP