EXHIBIT 4(b)(20)


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

REGISTERED                                      $ [     ]

No. FL-01                                       CUSIP #[ ]



                         THE BEAR STEARNS COMPANIES INC.

                           MEDIUM-TERM NOTE, SERIES B

                   ACCELERATED MARKET PARTICIPATION SECURITIES
                        LINKED TO THE NASDAQ 100(R) INDEX
                                DUE JULY 2, 2007


Interest Rate: *

Original Issue Date:     December 30, 2005       Redeemable On and After: N/A

Maturity Date:           July 2, 2007            Optional Repayment Date(s): N/A

Minimum
Denominations:          $1,000, increased in multiples of $1,000**

* The Company will not make any periodic payments of interest or any other
payments on the Notes until Maturity. At Maturity, the Company will pay the Cash
Settlement Value (as defined below).

** The minimum purchase for any purchaser domiciled in a Member State of the
European Union shall be $100,000.
<PAGE>

            THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the Cash Settlement Value on the maturity date shown above
(the "Maturity Date").

            Payment of the Cash Settlement Value shall be made at the office or
agency of the Trustee (as defined below) maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debt.

            The Cash Settlement Value due at Maturity will be paid at Maturity
in immediately available funds against presentation of this Note at the office
or agency of the Trustee maintained for that purpose in the Borough of
Manhattan, The City of New York.

            REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.

            This Note shall be governed by and construed in accordance with the
laws of the State of New York.

            This Note is one of the series of Medium-Term Notes, Series B, of
the Company.

            Unless the certificate of authentication hereon has been executed by
JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), the Trustee
under the Indenture, or its successor thereunder by the manual signature of one
of its authorized signatories, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


                                      -2-
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:

                                       THE BEAR STEARNS COMPANIES INC.


                                       By:____________________________________
                                            Executive Vice President and
                                            Chief Financial Officer



ATTEST:


__________________________
Secretary

[Corporate Seal]



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                       JPMORGAN CHASE BANK, N.A., as Trustee


                                       By:_____________________________
                                          Authorized Signature


                                      -3-
<PAGE>

                                [Reverse of Note]

                         THE BEAR STEARNS COMPANIES INC.

                           MEDIUM-TERM NOTE, SERIES B

                   ACCELERATED MARKET PARTICIPATION SECURITIES

                        LINKED TO THE NASDAQ 100(R) INDEX

                                DUE JULY 2, 2007


            This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, all such Securities issued and to
be issued under the Indenture dated as of May 31, 1991, as amended (herein
called the "Indenture") between the Company and JPMorgan Chase Bank, N.A.
(formerly, The Chase Manhattan Bank), as trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and limitations of rights thereunder of the
Company, the Trustee and the Holders of the Securities, and the terms upon which
the Securities are, and are to be, authenticated and delivered. As provided in
the Indenture, Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different
repayment provisions, if any, may be subject to different sinking, purchase or
analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This
Note is one of the series of the Securities designated as Medium-Term Notes,
Series B (the "Notes"). The Notes of this series may be issued at various times
with different maturity dates, redemption dates and different principal
repayment provisions, may bear interest at different rates and may otherwise
vary, all as provided in the Indenture.

Certain Definitions

Index:....................... means the Nasdaq 100(R) Index (index symbol
                              "NDX"), as published by The Nasdaq Stock Market,
                              Inc. ("Nasdaq").

Calculation Agent:........... means Bear, Stearns & Co. Inc.

Index Business Day:.......... means a day, as determined by the Calculation
                              Agent, on which the Index or any Successor Index
                              is calculated and published and on which
                              securities comprising more than 80% of the value
                              of the Index on such day are capable of being
                              traded on their relevant exchanges.

Index Closing Level:......... means the closing value of the Index on each Index
                              Business Day.

                                      -4-
<PAGE>

Initial Index Level:......... equals 1,668.37.

Final Index Level:........... will be determined by the Calculation Agent and
                              will equal the closing value of the Index on June
                              27, 2007, the "Calculation Date," or, if that day
                              is not an Index Business Day, on the next Index
                              Business Day.

Maturity Date:............... means July 2, 2007.



Cash Settlement Value

            At Maturity, the Company shall pay the "Cash Settlement Value," as
follows:

            (i)   If, at maturity, the Final Index Level is greater than or
                  equal to the Initial Index Level, the Cash Settlement Value
                  will equal the principal amount of Notes plus the lesser of:


                                [          ( Final Index Level        ) ]
                  o   $1,000 x  [ 200% x   (------------------- - 100%) ], and
                                [          (Initial Index Level       ) ]


                  o   $1000 x 18%;

            (ii)  If, at maturity, the Final Index Level is less than the
                  Initial Index Level, the Cash Settlement Value will be:

                  o             ( Final Index Level )
                      $1,000 x  (-------------------)
                                (Initial Index Level).
                      --------------------------------


Discontinuance of the Index

            If Nasdaq discontinues publication of the Index and Nasdaq or
another entity publishes a successor or substitute index that the Calculation
Agent determines, in its sole discretion, to be comparable to the discontinued
Index (the new index being referred to as a "Successor Index"), then the Final
Index Level will be determined by reference to the Successor Index at the close
of trading on the relevant exchange or market for the securities underlying the
Successor Index on the date that the Index Closing Level is to be determined.

            Upon any selection by the Calculation Agent of a Successor Index,
the Calculation Agent will cause notice to be furnished to the Company and the
Trustee, who will provide notice of the selection of the Successor Index to the
Holders of the Notes.

            If Nasdaq discontinues publication of the Index prior to, and such
discontinuance is continuing on, the date that the Final Index Level is to be
determined and the Calculation Agent determines that no Successor Index is
available at such time, then, on such date, the


                                      -5-
<PAGE>

Calculation Agent will calculate the appropriate closing levels. The Final Index
Level will be computed by the Calculation Agent in accordance with the formula
for and method of calculating the Index last in effect prior to such
discontinuance, using the closing level (or, if trading in the relevant
securities has been materially suspended or materially limited, its good faith
estimate of the closing level that would have prevailed but for such suspension
or limitation) at the close of the principal trading session on such date of
each security most recently comprising the Index on the primary organized
exchange or market on which such securities trade. "Closing level" means, with
respect to any security on any date, the last reported sales price regular way
on such date or, if no such reported sale takes place on such date, the average
of the reported closing bid and asked price regular way on such date, in either
case on the primary organized exchange or market on which such security is then
listed or admitted to trading.

            If a Successor Index is selected, or the Calculation Agent
calculates a value as a substitute for the Index as described above, that
Successor Index or its closing level will be used as a substitute for the Index
for all purposes, including for purposes of determining whether an Index
Business Day or Market Disruption Event has occurred or exists.

Adjustments to the Index

            If at any time the method of calculating the Index or a Successor
Index, or the Final Index Level thereof, is changed in a material respect, or if
the Index or a Successor Index is in any other way modified so that such index
does not, in the opinion of the Calculation Agent, fairly represent the level of
the Index or such Successor Index had such changes or modifications not been
made, then, from and after such time, the Calculation Agent will, at the close
of business in New York City on the date that the Final Index Level is to be
determined, make such calculations and adjustments as, in its good faith
judgment, may be necessary in order to arrive at a level of a stock index
comparable to the Index or such Successor Index, as the case may be, as if such
changes or modifications had not been made. The Calculation Agent will calculate
the Final Index Level with reference to the Index or such Successor Index, as
adjusted. If the method of calculating the Index or a Successor Index is
modified so that the level of such index is a fraction of what it would have
been if it had not been modified (for example, due to a split in such index),
then the Calculation Agent will adjust such index in order to arrive at a level
of the Index or such Successor Index as if it had not been modified (for
example, as if such split had not occurred).

Market Disruption Events

            If there is a market disruption event (a "Market Disruption Event")
on the Calculation Date, the Calculation Date will be determined on the basis of
the first succeeding Index Business Day on which there is no Market Disruption
Event. In no event, however, will the final Calculation date be a date that is
more than two Index Business Days following the original date that, but for the
Market Disruption Event, would have been the final Calculation Date. In that
case, the second Index Business Day will be deemed to be the Calculation Date,
notwithstanding the Market Disruption Event and the Calculation Agent will
determine the level of the Index on that second Index Business Day in accordance
with the formula for and method of calculating the Index in effect prior to the
Market Disruption Event using the price of each security in the Index on the
relevant exchange or market (or, if trading in any such security has


                                      -6-
<PAGE>

been materially suspended or materially limited, the Calculation Agent's good
faith estimate of the exchange traded price that would have prevailed but for
such suspension or limitation) as of that second Index Business Day.

            A Market Disruption Event means any of the following events, as
determined by the Calculation Agent, in its sole discretion:

   o    the occurrence or existence of a suspension, absence or material
        limitation of trading for more than two hours of trading, or during the
        one-half hour period preceding the close of trading on the relevant
        exchange or market in 20% or more of the stocks which then comprise the
        Index, or any Successor Index (without taking into account any extended
        or after-hours trading session);

   o    a breakdown or failure in the price and trade reporting systems of any
        relevant exchange or market as a result of which the reported trading
        prices for stocks then constituting 20% or more of the level of the
        Index, or any Successor Index, during the last one hour preceding the
        close of the principal trading session on such relevant exchange or
        market are materially inaccurate;

   o    the occurrence or existence of a suspension, absence or material
        limitation of trading, in each case, on any major U.S. exchange or
        market for more than two hours of trading, or during the one-half hour
        period preceding the close of the principal trading session on such
        market, whether by reason of movements in price otherwise exceeding
        levels permitted by the relevant exchange or otherwise, in option or
        futures contracts or exchange traded funds related to the Index, or any
        Successor Index; or

   o    the occurrence or existence of a suspension, absence, limitation,
        cancellation or repudiation of trading for more than two hours of
        trading, or during the one-half hour period preceding the close of
        trading on the relevant exchange or market in 20% or more of any options
        contracts relating to the stocks which then comprise 20% or more of the
        value of the Index.

            For purposes of the above definition:

(a)   a limitation on the hours in a trading day and/or number of days of
      trading will not constitute a Market Disruption Event if it results from
      an announced change in the regular business hours of the relevant exchange
      or market, and

(b)   for purposes of clause (a) above, any limitations on trading during
      significant market fluctuations under New York Stock Exchange ("NYSE")
      Rule 80B, National Association of Securities Dealers ("NASD") Rule 4120 or
      any analogous rule or regulation enacted or promulgated by the NYSE, NASD
      or any other self regulatory organization or the Securities and Exchange
      Commission of similar scope as determined by the Calculation Agent, will
      be considered "material."

                                      -7-
<PAGE>

Redemption; Defeasance

            The Notes are not subject to redemption before Maturity, and are not
subject to defeasance.

Events of Default and Acceleration

            If an Event of Default with respect to any Notes has occurred and is
continuing, then the amount payable to the beneficial owner of a Note, upon any
acceleration permitted by the Notes will be equal to the Cash Settlement Value
as though the date of early repayment were the Maturity Date of the Notes,
adjusted by an amount equal to any losses, expenses and costs to the Company of
unwinding any underlying or related hedging or funding arrangements, all as
determined by the Calculation Agent in its sole and absolute discretion.

Same-Day Settlement and Payment

            Payment of the Cash Settlement Value will be made in immediately
available funds, so long as the Notes are maintained in book-entry form.

Calculation Agent

            All determinations made by the Calculation Agent will be at the sole
discretion of the Calculation Agent and will, in the absence of manifest error,
be conclusive for all purposes and binding on the Company and Holders of the
Notes.

General

            If so specified on the face of this Note, this Note may be redeemed
by the Company on and after the date so indicated on the face hereof. If no such
date is set forth on the face hereof, this Note may not be redeemed prior to
Maturity. On and after such date, if any, from which this Note may be redeemed,
this Note may be redeemed in whole or in part in increments of $1,000, at the
option of the Company, at a redemption price equal to 100% of the principal
amount to be redeemed, together with interest thereon payable to the Redemption
Date, on notice given, unless otherwise specified on the face hereof, not more
than 60 nor less than 30 days prior to the Redemption Date. If less than all the
Outstanding Notes having such terms as specified by the Company are to be
redeemed, the particular Notes to be redeemed shall be selected by the Trustee
not more than 60 days prior to the Redemption Date from the Outstanding Notes
having such terms as specified by the Company not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate. The
notice of such redemption shall specify which Notes are to be redeemed. In the
event of redemption of this Note, in part only, a new Note or Notes in
authorized denominations for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the surrender hereof.

            If so specified on the face of this Note, this Note will be subject
to repayment at the option of the Holder hereof on the Optional Repayment
Date(s). If no Optional Repayment Date is set forth on the face hereof, this
Note may not be repaid at the option of the Holder prior


                                      -8-
<PAGE>

to Maturity. On and after the Optional Repayment Date, if any, from which this
Note may be repaid at the option of the Holder, this Note shall be repayable in
whole or in part in increments of $1,000 at a repayment price equal to 100% of
the principal amount to be repaid, together with interest thereon payable to the
Optional Repayment Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, the Trustee must receive not less than 30 nor more
than 60 days prior to the Optional Repayment Date (i) this Note with the form
entitled "Option to Elect Repayment," which appears below, duly completed or
(ii) a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or trust company in the United States of America
setting forth the name of the Holder of this Note, the principal amount of this
Note, the certificate number of this Note or a description of this Note's tenor
or terms, the principal amount of this Note to be repaid, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Note with the form entitled "Option to Elect Repayment," which appears below,
duly completed, will be received by the Trustee no later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter and
this Note and such form duly completed are received by the Trustee by such fifth
Business Day. Exercise of the repayment option shall be irrevocable.

            If any Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Notes may declare the principal of all the Notes due and
payable in the manner and with the effect provided in the Indenture.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of each series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.

            Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the Cash Settlement Value with respect to this Note at the
time, place, and rate, and in the coin or currency, herein prescribed.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written


                                      -9-
<PAGE>

instrument of transfer in form satisfactory to the Company, and this Note duly
executed by, the Holder hereof or by his attorney duly authorized in writing and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

            The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000; provided however that the minimum purchase for any purchaser
domiciled in a Member State of the European Union shall be $100,000. As provided
in the Indenture and subject to certain limitations therein set forth, this Note
is exchangeable for a like aggregate principal amount of Notes of different
authorized denomination as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            Prior to the due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice of the contrary.

            The Cash Settlement Value payable with respect to this Note shall in
no event be higher than the maximum rate, if any, permitted by applicable law.

            All capitalized terms used in this Note and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.



                                      -10-
<PAGE>

                       __________________________________

                                  ABBREVIATIONS


The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM           -       as tenants in common

TEN ENT           -       as tenants by the entireties

JT TEN            -       as joint tenants with right of survivorship and not as
                          tenants in common

UNIF GIFT MIN ACT -       ___________________ Custodian ___________________
                                (Cust)                       (Minor)
                                 Under Uniform Gifts to Minors Act

                          __________________________________________________
                                                (State)


Additional abbreviations may also be used though not in the above list.
                 ______________________________________________________



                            OPTION TO ELECT REPAYMENT

            The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion thereof specified below) pursuant to its
terms on ____________, 20___ (the "Optional Repayment Date") at a price equal to
the principal amount thereof, together with interest to the Optional Repayment
Date, to the undersigned at

________________________________________________________________________________

________________________________________________________________________________
        (Please print or typewrite name and address of the undersigned.)

            For this Note to be repaid the Trustee must receive at 4 New York
Plaza, New York, New York 10004, Attention: Debt Operations - 13th Floor, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not more than 60 days nor less than 30 days prior to
the Optional Repayment Date, this Note with this "Option to Elect Repayment"
form duly completed.


                                      -11-
<PAGE>

            If less than the entire principal amount of this Note is to be
repaid, specify the portion thereof (which shall be increments of $1,000) which
the Holder elects to have repaid: $_________________; and specify the
denomination or denominations (which, unless a different minimum denomination is
set forth on the face hereof, shall be $25,000 or an integral multiple of $1,000
in excess of $25,000) of the Notes to be issued to the Holder for the portion of
this Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid): $________________.

Date:_________________             _____________________________________________
                                   Note:  The signature to this Option to Elect
                                   Repayment must correspond with the same as
                                   written upon the face of this Note in every
                                   particular without alteration or enlargement.

                 _______________________________________________

                                   ASSIGNMENT
                                   ----------

                       FOR VALUE RECEIVED, the undersigned
                 hereby sell(s), assign(s) and transfer(s) unto


________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________________________

________________________________________________________________________________

_______________________________________________________________________ Attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated:_______________________       ____________________________________________

_________________________________________
         (Signature Guarantee)



                                      -12-