SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zito Robert T

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2007

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Comm Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.10 par value	26,108.5⁽¹⁾	D
Common Stock, $0.10 par value	767.71⁽²⁾	I	By BMY Savings & Investment Program

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	⁽³⁾	08/01/2014	Common Stock, $0.10 par value	40,000	$23.04	D
Executive Option (right to buy)	⁽⁴⁾	02/28/2015	Common Stock, $0.10 par value	38,667	$25.45	D
Executive Option (right to buy)	⁽⁵⁾	03/06/2016	Common Stock, $0.10 par value	32,300	$22.73	D
Executive Option (right to buy)	⁽⁶⁾	11/30/2016	Common Stock, $0.10 par value	100,000	$24.74	D
Executive Option (right to buy)	⁽⁷⁾	03/05/2017	Common Stock, $0.10 par value	39,010	$27.01	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock, $0.10 par value	9,750	⁽⁹⁾	D

Explanation of Responses:

1. Includes 24,144 shares of unvested restricted stock and 503.5 shares held in a joint account with spouse.

2. Based on a plan statement as of the end of the most recent fiscal quarter.

3. 20,000 shares are currently exercisable. An additional 10,000 shares will become exercisable on each of August 2, 2007 and August 2, 2008.

4. 19,333 shares are currently exercisable. An additional 9,667 shares will become exercisable on each of March 1, 2008 and March 1, 2009.

5. 8,075 shares are currently exercisable. An additional 8,075 shares will become exercisable on each of March 7, 2008, March 7, 2009 and March 7, 2010.

6. One-third of the options will become exercisable on each of December 1, 2009, December 1, 2010 and December 1, 2011.

7. Option is 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. 25% of the shares vest annually, on a cumulative basis, on March 6, 2008, March 6, 2009, March 6, 2010 and Mach 6, 2011.

8. One-third of the restricted stock units will vest on each of March 6, 2010, March 6, 2011 and March 6, 2012 and will be converted into shares of common stock.

9. Each restricted stock unit converts into one share of common stock upon vesting.

Remarks:

	/s/ Zito, Robert T.	05/31/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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