UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1 )
Primus Telecommunications Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
741929103
(CUSIP Number)
May 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-(c)
[_] Rule 13d-1(d)
The remainder of this cover page shall be filled
out for a reporting persons initial filing on this
form with respect to the subject class of securities,
and for any subsequent amendment containing
information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to
the liabilities of that section of the Act but shall be
subject to all other provisions of the Act
(however,see the Notes).
CUSIP No. 741929103 13G Page 2 of 6 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Bear Stearns Companies Inc.
IRS# 13-3286161
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 606,701
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY **
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 606,701
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH **
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,701
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.004%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
HC, CO
________________________________________________________________________________
CUSIP No. 741929103 13G Page 3 of 6 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bear Stearns & Co., Inc.
IRS# 13-3604093
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 606,701
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY **
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 606,701
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH **
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,701
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.004%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
BD
________________________________________________________________________________
CUSIP No. 741929103 13G Page 4 of 6 Pages
Item 1(a). Name of Issuer is Primus Telecommunications Group, Inc.
Item 1(b). The principal executive office of the Issuer
is located at 7901 Jones Branch
Drive, Suite 900, McLean, VA 22102
Item 2(a). The names of persons filing this statement
is the Bear, Stearns Companies Inc.(the Filer).
Bear Stearns & Co., Inc.
Item 2(b). The principal business office of the Filer is
located at 383 Madison Avenue, New York,
New York 10179.
Item 2(c). The Filer is Incorporated in Delaware.
Item 2(d). This statement relates to shares of common stock of the Issuer.
Item 2(e). The CUSIP number of the Securities is 741929103.
Item 3. If this statement is filed pursuant to
240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
(a) [X] Broker or dealer registered under Section
15 of the Act (15 U.S.C.78o).
(b) [_] Bank as defined in Section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in
Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [_] Investment company registered under
Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment
fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box. [_]
CUSIP No. 741929103 13G Page 5 of 6 Pages
Item 4. Ownership as of January 5, 2006.
(a) 606,701
(b) .004%
(c) 606,701
(i) 606,701
(ii) **
(iii) 606,701
(iv) **
Item 5. Ownership of Five Percent or Less of a Class.
This statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company. Bear Stearns & Co., Inc. is a wholly owned
subsidiary of The Bear Stearns Companies Inc.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred
to above were acquired and are held in the
ordinary course of business and were not
acquired and not held for the purpose of or with
the effect of changing or influencing the control
of the Issuer of the Securities and were not
acquired and are not held in connection with or
as a participant in any transaction having such
purpose or effect.
CUSIP No. 741929103 13G Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct
Date: June 13, 2008
THE BEAR STEARNS COMPANIES INC.
/S/ Jeffrey Lipman
By:________________________________
Name: Jeffrey Lipman
Title: Assistant Secretary
Bear Stearns & Co., Inc.
/S/ Ethan Garber
By:________________________________
Name: Ethan Garber
Title: Senior Managing Director