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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1. Name and Address of Reporting Person * BEAR STEPHEN E   2. Issuer Name and Ticker or Trading Symbol BRISTOL MYERS SQUIBB CO [(BMY)] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Human Resources (Last) (First) (Middle) 345 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 03/06/2007 (Street) NEW YORK, NY 10154 4. If Amendment, Date Original Filed(Month/Day/Year) 03/08/2007 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 Common Stock, $0.10 par value 03/06/2007   A   2,964 (1) A $ 27.01 73,327 (2) D   Common Stock, $0.10 par value 03/06/2007   F   1,002 (3) D $ 27.01 72,325 (2) D   Common Stock, $0.10 par value               6,287.71 (4) I By BMY Savings & Investment Program

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Executive Option (right to buy)

$ 27.01

03/06/2007

A

81,500

(5)

03/05/2017

Common Stock, $0.10 par value

81,500

$ 0

81,500

D

Restricted Stock Units

(6)

03/06/2007

A

7,125

(7)

(7)

Common Stock, $0.10 par value

7,125

$ 0

7,125

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BEAR STEPHEN E 345 PARK AVENUE NEW YORK, NY 10154			SVP, Human Resources

Signatures

By: /s/ Sonia Vora, Attorney-in-Fact		05/10/2007
**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)	Consists of shares earned as long-term performance awards under the 2002 Stock Incentive Plan.
(2)	Includes unvested restricted stock awards.
(3)	Shares withheld for payment of taxes.
(4)	Based on a plan statement as of the end of the most recent fiscal quarter.
(5)	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. Option vests 25% of the shares annually, on a cumulative basis, commencing one year after the date of grant, but may not be exercised until the threshold is satisfied.
(6)	This Form 4 is being amended to clarify that each restricted stock unit converts into one share of common stock upon vesting.
(7)	One-third of the restricted stock units will vest on each of the third, fourth and fifth anniversaries of the grant date and be converted into shares of common stock.

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