PRICING SUPPLEMENT NO. 28 Rule 424(b)(3) DATED: March 22, 2001 File No. 333-52902 (To Prospectus dated January 11, 2001, and Prospectus Supplement dated January 11, 2001) $9,015,893,162 THE BEAR STEARNS COMPANIES INC. MEDIUM-TERM NOTES, SERIES B Principal Amount: Floating Rate Notes [x] Book Entry Notes [x] $375,000,000 Original Issue Date: Fixed Rate Notes [ ] Certificated Notes [ ] 3/29/2001 Maturity Date: 3/28/2002 CUSIP#: 073928TK9 Option to Extend Maturity: No [x] Yes [ ] Final Maturity Date: Optional Optional Redemption Repayment Repayment Redeemable On Price(s) Date(s) Price(s) ------------- -------------- ------------- ----------- N/A N/A N/A N/A Applicable Only to Fixed Rate Notes: -------------------------------------- Interest Rate: Interest Payment Dates: Applicable Only to Floating Rate Notes: -------------------------------------- Interest Rate Basis: Maximum Interest Rate: N/A [ ] Commercial Paper Rate Minimum Interest Rate: N/A [ ] Federal Funds Rate Interest Reset Date(s): * [ ] Treasury Rate Interest Reset Period: Monthly [ ] LIBOR Reuters Interest Payment Date(s): ** [ x ] LIBOR Telerate [ ] Prime Rate [ ] CMT Rate Initial Interest Rate: TBA% Interest Payment Period: Monthly Index Maturity: One Month Spread (plus or minus): + 0.08% * On the 28th of each month prior to Maturity. ** On the 28th of each month and at Maturity. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.