Exhibit 4(a)(9)

                        CERTIFICATE OF ELIMINATION OF THE
              ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES A
                         THE BEAR STEARNS COMPANIES INC.

                       (Pursuant to Section 151(g) of the
                General Corporation Law of the State of Delaware)

      The Bear Stearns Companies Inc., a corporation duly organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
certifies as follows:

      FIRST: The Certificate of Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights and the Qualifications,
Limitations or Restrictions of the Adjustable Rate Cumulative Preferred Stock,
Series A, filed on February 19, 1987, as amended by the Certificate of
Correction filed on February 25, 1987 and constituting part of the Corporation's
Certificate of Incorporation (the "Certificate of Designations") authorizes the
issuance of 3,000,000 shares of a series of Preferred Stock designated
Adjustable Rate Cumulative Preferred Stock, Series A, par value $1.00 per share,
with a stated value of $50.00 per share (the "Series A Preferred Stock").

      SECOND: Pursuant to the provisions of Section 151(g) of the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation adopted the following resolutions:

            RESOLVED, that none of the authorized shares of the Series A
            Preferred Stock are outstanding and none of the authorized shares of
            the Series A Preferred Stock will be issued subject to the
            Certificate of Designations; and

            RESOLVED, that the Secretary of the Corporation is authorized and
            directed to execute a Certificate of Elimination as provided by
            Section 151(g) of the General Corporation Law of the State of
            Delaware (the "DGCL") in accordance with Section 103 of the DGCL,
            substantially in the form attached as an exhibit to these
            resolutions, with such changes therein as the Secretary may approve
            and as are permitted by the DGCL to be made by such officer, such
            approval to be conclusively evidenced by the Secretary's execution
            of such Certificate of Elimination, and to file the same forthwith
            in the Office of the Secretary of State of the State of Delaware,
            and when such Certificate of Elimination becomes effective, all
            references to the Series A Preferred Stock in the Certificate of
            Incorporation of the Corporation shall be eliminated and the shares
            of Series A Preferred Stock shall resume the status of authorized
            and unissued shares of Preferred Stock of the Corporation, without
            designation as to series.

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      THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all
references to Series A Preferred Stock in the Certificate of Incorporation of
the Corporation hereby are eliminated, and the shares that were designated to
such series hereby are returned to the status of authorized but unissued shares
of the Preferred Stock of the Corporation, without designation as to series.


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      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Kenneth L. Edlow, its Secretary, this 19th day of February, 2004.


                                       THE BEAR STEARNS COMPANIES INC.



                                       By:   /s/ Kenneth L. Edlow
                                          --------------------------------------
                                          Name:   Kenneth L. Edlow
                                          Title:  Secretary