NOTIFICATION  OF  THE  REMOVAL  FROM  LISTING  AND REGISTRATION OF THE STATED
SECURITIES

The American Stock Exchange LLC hereby notifies  the  SEC of its intention to
remove   the  entire  class  of  the  stated  securities  from  listing   and
registration  on  the Exchange at the opening of business on October 20, 2008
pursuant to the provisions of Rule 12d2-2 (a). 17CFR240.12d2-2(a)(2)

The removal of Bear,  Stearns  & Co, Inc. Principal Protected Notes linked to
the S&P 500 Index, expiring October  1,  2008  is  being effected because the
Exchange knows or is reliably informed that the entire class of this security
was redeemed or paid at maturity or retirement on October 1, 2008.

The security was suspended by the Exchange on October 1, 2008.