March 11, 2019


Via E-Mail
Andrew Freedman
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022

       Re:    Bristol-Myers Squibb Company
              PREC14A filed on March 1, 2019
              Filed by Starboard Value LP et. al
              File No. 1-01136

Dear Mr. Freedman:

        The Office of Mergers and Acquisitions has conducted a limited review
of the filing
listed above. Our comments follow. Unless otherwise noted, all defined terms
have the same
meaning as in the proxy statement listed above.

       Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.

Preliminary Proxy Statement filed on March 1, 2019

General

       1. Where you characterize your ownership stake in Bristol Myers Squibb
(BMS) as
          "large", including on the cover page of the proxy statement, quantify
your holding as
          a percentage of total shares outstanding.

       2. Disclose your intention to nominate and solicit for a slate of
candidates at BSM's
          annual meeting to follow the special meeting closer to the forepart
of the proxy
          statement. Currently you state this on page 12 (although the
nomination is referenced
 Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
March 11, 2019
Page 2


           in the Background Section as well).

       3. In describing your interests in this solicitation to satisfy the
disclosure obligations
          under Item 5(a) of Schedule 14A, we believe any position held by
Starboard or its
          affiliates in Celgene, whether short or long, may be material to
shareholders'
          understanding in your interests in this solicitation. Please advise
or revise.

       4. We have not located in your proxy statement the
disclosure/undertaking required by
          Item 23(b) of Regulation 14A as to shareholders who share an address.
Please revise
          or advise.

Reasons for the Solicitation, page 5

       5. The first sentence in this section states that you have followed both
Bristol-Myers and
          Celgene for a "long time." However, disclosure later in your proxy
statement
          indicates that Starboard's first purchase of BSM shares occurred on
January 29, 2019,
          shortly after the proposed acquisition of Celgene was announced.
Please revise to
          clarify in context what "followed" means (and what is does not mean)
here.

       6. Provide support for the statement on page 6 that "numerous
manufacturers are
          attempting to bring generic REVLIMID to market..."

       7. On page 6, you state that based on your discussions with BSM
management, you
          believe that their "base-case scenario" for the anticipated decline
in REVLIMID
          revenues in 2026 is 90%." Clarify whether you believe this assessment
is inaccurate
          and why. Currently, although you state that "[w]e do not believe that
the REVLIMID
          generic risk can be understated," it is not clear why (or whether)
you believe a drop
          off of 90% is an understatement.

       8. Revise the title of the chart at the top of page 8 to clarify it
relates to Celgene's Near-
          Term Launch Pipeline product revenues.

       9. At the bottom of page 8, clarify the basis for your belief that
"Bristol-Myers is
          assuming that approximately 40% of 2028 Celgene pipeline revenues, or
          approximately $7 billion, will be generated from pipeline assets
outside of the five
          near-term product launch opportunities..."

       10. Also in the last paragraph on page 8, clarify the assertion that
"92% of Phase I studies
           fail to reach FDA approval." You cite as support for this statement
BSM's 10-K
           disclosures, but the disclosure there seems to be limited to small
molecules. Please
           revise or advise.
 Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
March 11, 2019
Page 3


       11. Revise to provide a source for the assertion that "the Company has
spent a cumulative
           $22 billion on R&D."

      12. Identify the activists referenced in the disclosure and chart on page
9.
We Believe there is a Better Path Forward for Bristol-Myers, page 10

       13. Revise the following statement on page 11 to characterize it as an
opinion: "The past
           years appears to have been particularly painful for Bristol-Myers
stockholders, as key
           clinical trials have failed to show the desired results and the
Company's future growth
           trajectory has been called into question."

Consequences of Defeating the Bristol-Myers Merger Proposal, page 15

       14. Refer to the second sentence in this section on page 15. Consider
rewording to note
           that if this proposal is not approved, the Merger cannot be
consummated (versus
           saying that Celgene stockholders will not receive any payment for
their Celgene
           shares, which is confusing because those shares wouldn't be acquired
in the Merger).

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        If you have any questions regarding these comments or your filings in
general, please feel
free to contact me at (202) 551-3263.



                                                     Sincerely,

                                                     /s/ Christina Chalk

                                                     Christina Chalk
                                                     Senior Special Counsel
                                                     Office of Mergers and
Acquisitions