Edgar Filing: CORNELIUS JAMES M

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CORNELIUS JAMES M

2. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [(BMY)]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Interim Chief Executive Office

(Last)

(First)

(Middle)

BRISTOL-MYERS SQUIBB CORPORATION, 345 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2006

(Street)

NEW YORK, NY 101546

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Executive Option

$ 24.76

11/01/2006

360,000

⁽¹⁾

10/31/2016

Common Stock, $0.10 par value

360,000

$ 0

360,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CORNELIUS JAMES M BRISTOL-MYERS SQUIBB CORPORATION 345 PARK AVENUE NEW YORK, NY 101546	X		Interim Chief Executive Office

Signatures

By: /s/ Sonia Vora, Attorney-in-Fact		11/03/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	One half of the shares underlying the option will vest on the earlier of (i) March 31, 2007 and (ii) the date on which a successor Chief Executive Officer commences employment with the Company, if Mr. Cornelius is employed as Chief Executive Officer of the Company on March 31, 2007 or immediately prior to the commencement of a successor Chief Executive Officer or if Mr. Cornelius was earlier terminated by the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company. An additional 1/12 of the shares underlying the option will vest at the end of each additional full month of continued employment as Chief Executive Officer after March 31, 2007. Vested portions of the option are not exercisable until the closing share price of common stock achieves a price of at least 15% above the option grant price and remains at that price for seven consecutive trading days.

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