BRISTOL MYERS SQUIBB CO, DEF 14A, 1997-03-21

BRISTOL MYERS SQUIBB CO
DEF 14A, 1997-03-21
PHARMACEUTICAL PREPARATIONS

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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

BRISTOL-MYERS SQUIBB COMPANY
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

.......................................................

(4) Date Filed:

.......................................................

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[Logo]

March 21, 1997
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NOTICE OF DEAR FELLOW STOCKHOLDER:
1997 ANNUAL
MEETING AND You are cordially invited to attend the Annual Meeting of Stockholders of Bristol-Myers Squibb
PROXY STATEMENT Company at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday, May 6,
1997 at 9:45 a.m.
TUESDAY, MAY 6, 1997
AT 9:45 A.M. This booklet includes the Notice of Annual Meeting and the Proxy Statement. The Proxy Statement
HOTEL DU PONT describes the business to be transacted at the meeting and provides other information concerning
11TH AND MARKET the Company which you should be aware of when you vote your shares.
STREETS
WILMINGTON The principal business of the Annual Meeting will be the election of directors, ratification of
DELAWARE the appointment of the independent accountants, approval of an increase in the number of
authorized shares of Common Stock, approval of the Executive Performance Incentive Plan,
approval of the 1997 Stock Incentive Plan and consideration of one stockholder-proposed
resolution. As in prior years, we plan to review the status of the Company's business at the
meeting.

At last year's Annual Meeting over 86% of the outstanding shares were represented. It is
important that your shares be represented whether or not you are personally able to attend. In
order to ensure that you will be represented, we ask you to sign, date and return the enclosed
proxy card or proxy voting instruction form promptly. Proxy votes are tabulated by an
independent agent and reported at the Annual Meeting. The tabulating agent maintains the con-
fidentiality of the proxies throughout the voting process, and no information is disclosed to
the Company which would identify the vote of any stockholder.

Admission to the Annual Meeting will be by ticket only. If you are a registered stockholder
planning to attend the meeting, please check the appropriate box on the proxy card and retain
the bottom portion of the card as your admission ticket. If your shares are held through an
intermediary such as a bank or broker, follow the instructions in the Proxy Statement to obtain
a ticket.

As is our usual practice, we have provided space on the proxy card for comments from our
registered stockholders. We urge you to use it to let us know your feelings about the Company or
to bring a particular matter to our attention. If you hold your shares through an intermediary,
please feel free to write directly to us.

/s/ CHARLES A. HEIMBOLD, JR.

CHARLES A. HEIMBOLD, JR.
Chairman and Chief Executive Officer
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[Logo] Bristol-Myers Squibb Company

---------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

---------------------------------------------

Notice is hereby given that the Annual Meeting of Stockholders will be held
at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday,
May 6, 1997, at 9:45 a.m. for the following purposes as set forth in the
accompanying Proxy Statement:

to elect directors;

to ratify the appointment of Price Waterhouse LLP as
independent accountants for 1997;

to approve an increase in the number of authorized shares of
Common Stock;

to approve the Executive Performance Incentive Plan;

to approve the 1997 Stock Incentive Plan;

to consider and vote upon one stockholder-proposed
resolution; and

to transact such other business as may properly come before
the meeting or any adjournments thereof.

Holders of record of the Company's Common and Preferred Stock at the close
of business on March 7, 1997 will be entitled to vote at the meeting.

By Order of the Board of Directors

/s/ ALICE C. BRENNAN
ALICE C. BRENNAN
Secretary

Dated: March 21, 1997

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YOUR VOTE IS IMPORTANT

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT.

IF YOU DO NOT ATTEND THE ANNUAL MEETING TO VOTE IN PERSON, YOUR VOTE WILL NOT BE
COUNTED UNLESS A SIGNED PROXY REPRESENTING YOUR SHARES IS PRESENTED AT THE
MEETING.

TO ENSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, YOU SHOULD MARK, SIGN
AND DATE THE ENCLOSED PROXY CARD OR PROXY VOTING INSTRUCTION FORM AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE BY
BALLOT.

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[Logo] Bristol-Myers Squibb Company

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PROXY STATEMENT
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TABLE OF CONTENTS

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ANNUAL MEETING AND PROXY SOLICITATION INFORMATION......................................................... 1
VOTING SECURITIES AND PRINCIPAL HOLDERS................................................................... 2
BOARD OF DIRECTORS........................................................................................ 4
Meetings of the Board................................................................................ 4
Compensation of Directors............................................................................ 4
Committees of the Board.............................................................................. 5
Directors and Nominees............................................................................... 6
COMPENSATION AND BENEFITS................................................................................. 10
Executive Officer Compensation....................................................................... 10
Summary Compensation Table......................................................................... 11
Option/SAR Grants in the Last Fiscal Year.......................................................... 12
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year-End Option/SAR Values...... 12
Long-Term Incentive Plan Awards in Last Fiscal Year................................................ 13
Board Compensation Committee Report on Executive Compensation........................................ 13
CEO Compensation................................................................................... 15
Deductibility of Compensation Over $1 Million...................................................... 16
Performance Graphs................................................................................... 16
Comparison of 5-Year Cumulative Total Return....................................................... 17
Comparison of 10-Year Cumulative Total Return...................................................... 17
Pension Benefits..................................................................................... 18
PROPOSALS TO BE VOTED UPON
Proposal 1 -- Election of Directors................................................................. 18
Proposal 2 -- Appointment of Independent Accountants................................................ 18
Proposal 3 -- Approval of an Increase in the Number of Authorized Shares of Common Stock............ 19
Proposal 4 -- Approval of the Executive Performance Incentive Plan.................................. 20
Proposal 5 -- Approval of the 1997 Stock Incentive Plan............................................. 21
Proposal 6 -- Stockholder Proposal Relating to Annual Election of Directors......................... 25
1998 PROXY PROPOSALS...................................................................................... 26
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ANNUAL MEETING AND PROXY SOLICITATION INFORMATION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors for use at the Annual Meeting of
Stockholders on May 6, 1997.

This Proxy Statement, a proxy card and the Annual Report of Bristol-Myers
Squibb Company, including financial statements for 1996 are being sent to all
stockholders of record as of the close of business on March 7, 1997 for delivery
beginning March 21, 1997. Although the Annual Report and Proxy Statement are
being mailed together, the Annual Report should not be deemed to be part of the
Proxy Statement.

Holders of record of the Company's $0.10 par value Common Stock and $2.00
Convertible Preferred Stock at the close of business on March 7, 1997 will be
entitled to vote at the 1997 Annual Meeting. On each matter properly brought
before the meeting, stockholders will be entitled to one vote for each share of
stock held.

Attendance at the Annual Meeting will be limited to stockholders as of the
record date, their authorized representatives and guests of the Company.
Admission will be by ticket only. For registered stockholders, the bottom
portion of the proxy card enclosed with the Proxy Statement is their Annual
Meeting ticket. Beneficial owners with shares held through an intermediary, such
as a bank or broker, should request tickets in writing from Stockholder
Services, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York
10154, and include proof of ownership, such as a bank or brokerage firm account
statement or a letter from the broker, trustee, bank or nominee holding their
stock, confirming beneficial ownership. Stockholders who do not obtain tickets
in advance may obtain them upon verification of ownership at the Registration
Desk on the day of the meeting. Admission to the Annual Meeting will be
facilitated if tickets are obtained in advance. Tickets may be issued to others
at the discretion of the Company.

Proxies are solicited to give all stockholders who are entitled to vote on
the matters that come before the meeting the opportunity to do so whether or not
they choose to attend the meeting in person.

If you are a registered stockholder you may vote by proxy by using the
proxy card enclosed with the Proxy Statement. When your proxy card is returned
properly signed, the shares represented will be voted according to your
directions. You can specify how you want your shares voted on each proposal by
marking the appropriate boxes on the proxy card. The proposals are identified by
number and an identifying title on the proxy card. Please review the voting
instructions on the proxy card and read the entire text of the proposals and the
positions of the Board of Directors in the Proxy Statement prior to marking your
vote. If your proxy card is signed and returned without specifying a vote or an
abstention on any proposal, it will be voted according to the recommendation of
the Board of Directors on that proposal. That recommendation is shown for each
proposal on the proxy card. For the reasons set forth in more detail later in
the Proxy Statement, the Board of Directors recommends a vote FOR the election
of directors, FOR the ratification of the appointment of Price Waterhouse LLP,
FOR the approval of an increase in the number of authorized shares of Common
Stock from 1,500,000,000 to 2,250,000,000 shares, FOR the approval of the
Executive Performance Incentive Plan, FOR the approval of the 1997 Stock
Incentive Plan, and AGAINST one stockholder-proposed resolution. If you are a
stockholder who holds shares through an intermediary, you must provide
instructions on voting to your nominee holder.

The Board of Directors of Bristol-Myers Squibb knows of no other matters
which may be brought before the meeting. However, if any other matters are
properly presented for action, it is the intention of the named proxies to vote
on them according to their best judgment.

A plurality of the votes cast at the meeting is required to elect
directors. The affirmative vote of a majority of the shares of stock present in
person or by proxy is required for ratification of the

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appointment of Price Waterhouse LLP ('Price Waterhouse'), the approval of the
Executive Performance Incentive Plan, the approval of the 1997 Stock Incentive
Plan and for the adoption of one stockholder-proposed resolution. The
affirmative vote of a majority of the outstanding shares of stock of the
Company, as well as the affirmative vote of a majority of the outstanding Common
Stock of the Company voting as a class, is required to authorize an increase in
the Company's Common Stock by amending the Restated Certificate of
Incorporation.

In accordance with the laws of the State of Delaware and the Company's
Restated Certificate of Incorporation and Bylaws (i) for the election of
directors, which requires a plurality of the votes cast, only proxies and
ballots indicating votes 'FOR all nominees', 'WITHHELD for all nominees' or
specifying that votes be withheld for one or more designated nominees are
counted to determine the total number of votes cast; broker non-votes are not
counted, and (ii) for the adoption of all other proposals, which are decided by
a majority of the shares of the stock of the Company present in person or by
proxy and entitled to vote, or by a majority of the outstanding shares of stock
of the Company, as well as by a majority of the outstanding Common Stock of the
Company voting as a class, only proxies and ballots indicating votes 'FOR',
'AGAINST' or 'ABSTAIN' on the proposals or providing the designated proxies with
the right to vote in their judgment and discretion on the proposals are counted
to determine the number of shares present and entitled to vote; broker non-votes
are not counted.

If you are a registered stockholder and wish to give your proxy to someone
other than the Directors' Proxy Committee, you may do so by crossing out the
names of all three Proxy Committee members appearing on the proxy card and
inserting the name of another person. The signed card must be presented at the
meeting by the person you have designated on the proxy card. You may revoke your
proxy at any time before it is voted at the meeting by taking one of the
following three actions: (i) by giving written notice of the revocation to the
Company; (ii) by executing and delivering a proxy with a later date; or (iii) by
voting in person at the meeting.

Tabulation of proxies and the votes cast at the meeting is conducted by an
independent agent and certified to by independent inspectors of election. Any
information that identifies the stockholder or the particular vote of a
stockholder is kept confidential and not disclosed to the Company.

The expense of preparing, printing and mailing proxy materials to
Bristol-Myers Squibb stockholders will be borne by Bristol-Myers Squibb. In
addition to solicitations by mail, a number of regular employees of
Bristol-Myers Squibb may solicit proxies on behalf of the Board of Directors in
person or by telephone. The Company has also retained, on behalf of the Board of
Directors, Georgeson & Company Inc., Wall Street Plaza, New York, New York
10005, to aid solicitation by mail, telephone, telegraph and personal interview
for a fee of approximately $25,000 which will be paid by the Company.
Bristol-Myers Squibb will also reimburse brokerage houses and other nominees for
their expenses in forwarding proxy material to beneficial owners of the
Company's stock.

VOTING SECURITIES AND PRINCIPAL HOLDERS

At the close of business on March 7, 1997, there were 1,000,105,951 shares
of $0.10 par value Common Stock ('Common Stock'), and 14,976 shares of $2.00
Convertible Preferred Stock ('Preferred Stock') outstanding and entitled to
vote.

The following table sets forth, as of February 7, 1997, beneficial
ownership of shares of Common Stock of the Company by each director, each of the
named executive officers and all directors and officers as a group. The number
of shares has been adjusted to reflect the Company's stock split in February
1997.

Unless otherwise noted, such shares are owned directly or indirectly with
sole voting and sole investment power.

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None of the directors or officers owns any Preferred Stock of the Company.

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SHARES BENEFICIALLY
TOTAL NUMBER OF PERCENT OF OWNED WHICH MAY
SHARES BENEFICIALLY COMMON STOCK BE ACQUIRED WITHIN
NAME OWNED OWNED 60 DAYS
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R. E. Allen............................. 30,314(a) *(b) 9,000
M. E. Autera............................ 718,780(c) * 607,700
E. V. Futter............................ 9,786(a)(d) * 8,800
L. V. Gerstner, Jr...................... 21,886(a)(e) * 5,500
C. A. Heimbold, Jr...................... 2,473,228(f) * 2,503,000
J. D. Macomber.......................... 23,807(a)(g) * 0
M. F. Mee............................... 141,531 * 112,500
J. D. Robinson III...................... 16,907(a) * 9,000
L. E. Rosenberg, M.D.................... 304,140 * 333,350
A. C. Sigler............................ 15,307(a) * 9,000
L. W. Sullivan, M.D..................... 3,865(a) * 3,000
K. E. Weg............................... 552,320 * 577,302
All Directors and Officers as a Group
(a)(c)(d)(e)(f)(g)(h)................. 5,230,345 0.7 4,952,216

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(a) Includes amounts credited to directors' accounts in the 1987 Deferred
Compensation Plan for Non-Employee Directors as deferred equivalent shares
which are valued according to the market value and shareholder return on
equivalent shares of Common Stock. Mr. Allen, Ms. Futter, Mr. Gerstner, Mr.
Macomber, Mr. Robinson, Mr. Sigler and Dr. Sullivan hold 20,380, 493, 306,
306, 306, 306 and 678 such equivalent shares, respectively.

(b) Asterisk (*) represents less than 1% of stock.

(d) Includes 492 shares owned jointly by Ms. Futter and her husband over which
she exercises shared voting and investment power.

(e) Includes 2,706 deferred equivalent shares credited to Mr. Gerstner's
account in the Squibb Corporation Deferred Plan for Fees of Outside
Directors which are valued according to the market value and shareholder
return on equivalent shares of Common Stock. Also includes 300 shares held
in trust for the benefit of Mr. Gerstner's wife over which neither he nor
she exercises voting or investment power.

(f) Includes 5,558 shares held by members of Mr. Heimbold's family over which
he exercises shared voting and investment power and also includes 8,060
shares owned by a family corporation over which he exercises shared voting
and investment power. Also includes 9,732 shares held in trust for one of
Mr. Heimbold's children over which he has neither voting nor investment
power.

(g) Includes 3,300 shares held by members of Mr. Macomber's family over which
he exercises shared voting and investment power.

(h) Includes 9,720 shares held jointly by other executive officers and their
respective spouses over which the officers exercise shared voting and
investment power. Also includes 761 shares owned by or for children of the
other executive officers over which the officers exercise shared voting and
investment power.

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BOARD OF DIRECTORS

The business of the Company is managed under the direction of the Board of
Directors. It has responsibility for establishing broad corporate policies and
for the overall performance of the Company. It is not, however, involved in
operating details on a day-to-day basis. The Board is kept advised of the
Company's business through regular written reports and analyses and discussions
with the Chairman and other officers of the Company.

MEETINGS OF THE BOARD

The Board meets on a regularly scheduled basis during the year to review
significant developments affecting the Company and to act on matters requiring
Board approval. It also holds special meetings when an important matter requires
Board action between scheduled meetings. Members of senior management regularly
attend Board meetings to report on and discuss their areas of responsibility.

In 1996, there were nine meetings of the Board. Director aggregate
attendance at Board and Committee meetings averaged over 96%.

COMPENSATION OF DIRECTORS

In 1996, the non-employee directors of the Company received an annual cash
retainer of $35,000 per year. In March 1996, the Company required that 25% of
the retainer be deferred and credited to a deferred compensation account, the
value of which is determined by the value of Bristol-Myers Squibb Company Common
Stock, until certain ownership guidelines are attained. Non-employee directors
received an additional fee of $2,000 for attending each Board meeting, Board
Committee meeting and Annual Meeting of Stockholders. In addition, the Chairmen
of the Audit Committee, the Compensation and Management Development Committee
and the Committee on Directors and Corporate Governance received an annual fee
of $10,000. In 1996, two non-employee directors elected to participate in the
1987 Deferred Compensation Plan for Non-Employee Directors. Under the provisions
of the Plan, a non-employee director may elect to defer payment of all or part
of the compensation received as a director. Deferred funds may be credited to a
6-month United States Treasury bill equivalent fund, a fund based on the return
on the Company's invested cash or a fund based on the return on Bristol-Myers
Squibb Company Common Stock or any combination of these funds. Deferred portions
are payable in a lump sum or in not more than ten annual installments. Payments
under the Plan commence when a participant ceases to be a director or at a
future date previously specified by the director. In addition to the annual cash
compensation discussed above, on the date of the Company's Annual Meeting, all
non-employee directors received an award of 150 deferred share units (increased
to 300 units in February of 1997 due to the Company's stock split), the value of
which is determined by the value of Bristol-Myers Squibb Company Common Stock.
In March 1996, the Company's Retirement Plan for Non-Employee Directors was
terminated. Benefits existing under the Plan were vested as of that time for all
directors who had served on the Board as of that date. The Bristol-Myers Squibb
Company Non-Employee Directors' Stock Option Plan provides for the automatic
grant on the date of the Company's Annual Meeting of an option to purchase 1,000
shares of the Company's Common Stock (increased to 2,000 shares in February of
1997 due to the Company's stock split) to each individual who is elected to the
Board of Directors at such meeting or who had previously been elected to the
Board of Directors for a term extending beyond such Annual Meeting, provided
such individual is not also an employee of the Company. The price of the option
is the fair market price of the Company's Common Stock on the date the option is
granted. Each option becomes exercisable in four equal installments commencing
on the earlier of the first anniversary of the date of grant or the date of the
next Annual Meeting and continuing similarly for the three years thereafter. The
options also become fully exercisable upon retirement from the Board after one
year of service. In 1996, options for a total of 7,000 shares were granted,
consisting of options for 1,000 shares granted to

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each of seven non-employee directors. The Directors' Charitable Contribution
Program is part of the Company's overall program of charitable contributions.
The Program is fully funded by life insurance policies purchased by the Company
on individual members and retired members of the Board of Directors. In 1996,
the Company paid a total of $186,000 in premiums on policies covering twelve
directors and retired directors. The policies provide for a $1 million death
benefit for each director covered. Upon the death of a director, the Company
donates one-half of the $1 million benefit to one or more qualifying charitable
organizations designated by the director. The remaining one-half of the benefit
is contributed to the Bristol-Myers Squibb Foundation, Inc. for distribution
according to the Foundation's program for charitable contributions to medical
research, health-related and community service organizations, educational
institutions and education-related programs and cultural and civic activities.
Individual directors derive no financial benefit from this program since all
charitable deductions relating to the contributions accrue solely to the
Company.

COMMITTEES OF THE BOARD

The Company's Bylaws specifically provide for an Audit Committee and an
Executive Committee. The Company's Bylaws also authorize the establishment of
additional committees of the Board and, under this authorization, the Board of
Directors has established the Committee on Directors and Corporate Governance
and the Compensation and Management Development Committee. The Board has
appointed individuals from among its members to serve on these four committees.
The membership of these four committees, with the exception of the Executive
Committee, is composed entirely of non-employee directors. From time to time the
Board of Directors establishes special committees to address certain issues.
Composition of such committees depends upon the nature of the issue being
addressed.

The duties of the Audit Committee are (a) to recommend to the Board of
Directors a firm of independent accountants to perform the examination of the
annual financial statements of the Company; (b) to review with the independent
accountants and with the Controller the proposed scope of the annual audit, past
audit experience, the Company's internal audit program, recently completed
internal audits and other matters bearing upon the scope of the audit; (c) to
review with the independent accountants and with the Controller significant
matters revealed in the course of the audit of the annual financial statements
of the Company; (d) to review on a regular basis whether the Company's Standards
of Business Conduct and Corporate Policies relating thereto has been
communicated by the Company to all key employees of the Company and its
subsidiaries throughout the world with a direction that all such key employees
certify that they have read, understand and are not aware of any violation of
the Standards of Business Conduct; (e) to review with the Controller any
suggestions and recommendations of the independent accountants concerning the
internal control standards and accounting procedures of the Company; (f) to meet
on a regular basis with a representative or representatives of the Internal
Audit Department of the Company and to review the Internal Audit Department's
Reports of Operations; and (g) to report its activities and actions to the Board
at least once each fiscal year.

The Committee on Directors and Corporate Governance's duties include, among
other things, (a) screening and recommending candidates for the Board of
Directors of the Company; (b) recommending the term of office for directors; (c)
recommending retirement policies for non-employee directors and remuneration for
non-employee directors; (d) recommending the desirable ratio of employee
directors to non-employee directors; (e) reviewing the format of Board meetings
and making recommendations for the improvement of such meetings; (f)
recommending the nature and duties of committees of the Board; and (g)
considering matters of corporate social responsibility and matters of
significance in areas related to corporate public affairs, the Company's
employees, stockholders and its customers. The Committee on Directors and
Corporate Governance considers stockholder recommendations of nominees for
election to the Board of Directors if they are accompanied by a comprehensive
written resume of the recommended nominee's business experience and background
and a consent in writing signed by the recommended nominee that he or she is
desirous of being considered as a

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nominee and, if nominated and elected, he or she will serve as a director.
Stockholders should send their written recommendations of nominees accompanied
by the aforesaid documents to the principal executive offices of the Company
addressed to the Company, 345 Park Avenue, New York, New York 10154, attention
Corporate Secretary.

The Compensation and Management Development Committee's duties include,
among other things, (a) administration of the Company's annual incentives, stock
option and long-term incentive plans; (b) adoption and review of major
compensation plans; (c) responsibility for the Company's management development
programs and procedures; and (d) approval of compensation for corporate officers
and certain senior management.

During calendar year 1996, the committees of the Board held in the
aggregate a total of nine meetings; the Audit Committee having met three times,
the Compensation and Management Development Committee having met four times and
the Committee on Directors and Corporate Governance having met two times. There
were no meetings of the Executive Committee in 1996.

DIRECTORS AND NOMINEES

Following are the nominees and the other directors of the Company who will
continue in office beyond the Annual Meeting, with information including their
principal occupation and other business affiliations, the year each was first
elected as a director, the Board Committee memberships of each, other
affiliations and each director's age. After the election of three directors at
the meeting, the Company will have nine directors, including the six directors
whose present terms extend beyond the meeting. Michael E. Autera, who has been a
director of the Company since 1991, will retire from the Board of Directors at
the Annual Meeting. Listed first below are nominees for election for the
1997-2000 term followed by the directors in the 1995-1998 term and then the
directors in the 1996-1999 term.

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1997-2000 TERM
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[PHOTO] ROBERT E. ALLEN

Chairman and Chief Executive Officer since 1988 and director since 1984 of
AT&T Company, a communications and information services company. Director
of the Company since January 1986. His present term expires at this Annual
Meeting. Mr. Allen is a director of Pepsico, Inc. and Chrysler Corporation.
He is a member of The Business Council, The Business Roundtable and the
U.S.-Japan Business Council and a trustee of Mayo Foundation and Wabash
College. Board Committees: Committee on Directors and Corporate Governance
(Chairman), Compensation and Management Development Committee and Executive
Committee. Age 62.
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[PHOTO] JOHN D. MACOMBER

Principal since 1992 of the JDM Investment Group, a private investment
firm. Chairman and President of the Export-Import Bank of the United States
from 1989 to 1992. Chairman and Chief Executive Officer of Celanese
Corporation from 1973 to 1986. Director of the Company from 1978 to 1989
and since 1993. His present term expires at this Annual Meeting. Mr.
Macomber is a director of The Brown Group, Inc., Lehman Brothers Holdings,
Inc., Pilkington Ltd., Textron, Inc. and Xerox Corporation. He is also a
director of The Atlantic Council of the United States, The French-American
Foundation and the National Executive Services Corps. He is on the Advisory
Board of the Center for Strategic & International Studies and STRIVE. He is
a trustee of The Folger Library and a member of the Council on Foreign
Relations and The Bretton Woods Committee. He is Chairman of the Council
for Excellence in Government and a trustee of the Carnegie Institution of
Washington. Board Committees: Audit Committee and Compensation and
Management Development Committee. Age 69.

[PHOTO] JAMES D. ROBINSON III

Chairman and Chief Executive Officer since 1994 of RRE Investors, LLC, a
private venture investment firm, and President of J.D. Robinson Inc., a
strategic advisory company. He is also Chairman of Violy Byorum & Partners,
LLC and Senior Advisor to Trust Company of the West. He served as Chairman
and Chief Executive Officer of American Express Company from 1977 to 1993.
Director of the Company since 1976. His present term expires at this Annual
Meeting. Mr. Robinson is a director of The Coca-Cola Company, Cambridge
Technology Partners, First Data Corporation and Union Pacific Corporation.
He is Chairman of the Board of Overseers and the Board of Managers of
Memorial Sloan-Kettering Cancer Center, a member of The Business Council,
the Council on Foreign Relations and an Honorary Trustee of The Brookings
Institution. Board Committees: Committee on Directors and Corporate Govern-
ance, Compensation and Management Development Committee (Chairman) and
Executive Committee. Age 61.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
1995-1998 TERM
------------------------------------------------------------------------------------------------------------------

[PHOTO] LOUIS V. GERSTNER, JR.

Chairman and Chief Executive Officer of IBM Corporation since 1993.
Chairman and Chief Executive Officer of RJR Nabisco Holdings Corporation
from 1989 to 1993. Director of the Company since 1989 and a director of
Squibb Corporation from 1986 to 1989. His present term expires at the 1998
Annual Meeting. Mr. Gerstner is a director of The New York Times Company.
He is a member of the board of Lincoln Center for the Performing Arts, a
member of the Smithsonian Board of Regents and vice chairman of the board
of the New American School Development Corporation. He is also a director
of the Council on Foreign Relations and a board member of The America/China
Society. Board Committees: Committee on Directors and Corporate Governance
and Executive Committee. Age 55.

[PHOTO] CHARLES A. HEIMBOLD, JR.

Chairman of the Board and Chief Executive Officer of the Company. Mr.
Heimbold was elected Chairman of the Board in 1995, Chief Executive Officer
in 1994 and President in 1992. Mr. Heimbold was Executive Vice President of
the Company from 1989 until 1992. Director of the Company since 1989. His
present term expires at the 1998 Annual Meeting. He is a director of Mobil
Corporation. He is a member of The Business Roundtable, The Business
Council and the Council on Foreign Relations. He is Chairman of the Board
of Directors of the Pharmaceutical Research and Manufacturers of America,
Chairman of the Board of Trustees of Phoenix House and Chairman of the
Board of Overseers of the Law School and Trustee of the University of
Pennsylvania. He is also a member of the Board of Trustees of International
House. Board Committee: Executive Committee. Age 63.

[PHOTO] KENNETH E. WEG

Executive Vice President of the Company since 1995 and President of the
Worldwide Medicines Group since January 1997. President of the
Pharmaceutical Group from 1993 to 1996. President of Pharmaceutical
Operations from 1991 to 1993. President of the International Pharmaceutical
Group from 1990 to 1991. Director of the Company since 1995. His present
term expires at the 1998 Annual Meeting. Mr. Weg is a trustee of the
Princeton Medical Center and a trustee of the Foundation for New Jersey
Public Broadcasting, Inc. He is also a member of the Philadelphia Museum of
Art Corporate Executive Committee. Age 58.

</TABLE>

<PAGE>

<PAGE>
<TABLE>
<S> <C>
1996-1999 TERM
------------------------------------------------------------------------------------------------------------------

[PHOTO] ELLEN V. FUTTER

President of The American Museum of Natural History since 1993. President
of Barnard College from 1981 to 1993. Director of the Company since 1990.
Her present term expires at the 1999 Annual Meeting. Ms. Futter is a
trustee of Consolidated Edison Company of New York, Inc. and The American
Museum of Natural History. She is a member of the Council on Foreign
Relations and Helsinki Watch, a trustee of the Committee for Economic
Development and a Partner of the New York City Partnership, Inc. Ms. Futter
is also a director of Phi Beta Kappa Associates and The American Ditchley
Foundation and a trustee of The American Assembly. Board Committees: Audit
Committee and Compensation and Management Development Committee. Age 47.

[PHOTO] ANDREW C. SIGLER

Chief Executive Officer from 1974 to 1996 and Chairman from 1979 to 1996 of
Champion International Corporation, a paper and wood products company.
Director of the Company since 1984. His present term expires at the 1999
Annual Meeting. Mr. Sigler is a director of AlliedSignal Inc., The Chase
Manhattan Corporation and General Electric Company. He is a member of The
Business Council and the Board of Trustees for Dartmouth College. Board
Committees: Audit Committee (Chairman), Compensation and Management
Development Committee and Executive Committee. Age 65.

[PHOTO] LOUIS W. SULLIVAN, M.D.

President of Morehouse School of Medicine from 1985 to 1989 and since 1993.
From 1989 to 1993 Secretary of the United States Department of Health and
Human Services. Director of the Company since 1993. His present term
expires at the 1999 Annual Meeting. Dr. Sullivan is a director of 3-M
Corporation, Georgia-Pacific Corporation, General Motors Corporation, CIGNA
Corporation, Household International, Inc., EndoVascular Instruments, Inc.
and Equifax Inc. He is a founder and Chairman of Medical Education for
South African Blacks, Inc., a member of the National Executive Council of
the Boy Scouts of America, a member of the Board of Trustees of Little
League of America, Africare and the International Foundation for Education
and Self-Help and a director of the Ethics Resource Center and United Way
of America. Board Committees: Audit Committee and Committee on Directors
and Corporate Governance. Age 63.

</TABLE>

<PAGE>

<PAGE>
COMPENSATION AND BENEFITS

The Company's compensation and benefits programs are designed to enable the
Company to attract, retain and motivate the best possible employees to operate
and manage the Company at all levels.

In general, all U.S.-based employees, except in some cases those covered by
collective bargaining agreements, receive a base salary, participate in an
annual incentive plan, a Company-supported savings plan and a Company-funded
pension plan and are provided with medical and other welfare benefits coverage.
Employees outside of the United States are similarly covered by comprehensive
compensation and benefits programs.

In February of 1995, the Company implemented a global stock option grant
known as the TeamShare Stock Option Plan. Under this Plan employees, who met
certain service requirements and were not key executives, were eligible for a
stock option award giving them each the opportunity to purchase 200 shares of
the Company's Common Stock (increased to 400 shares in February of 1997 due to
the Company's stock split). In December of 1996, the Company took steps to
expand the Plan to include those employees hired after the announcement in 1995,
extending TeamShare to a broader group of employees. All TeamShare recipients
possess a stronger link with Company stockholders, as they benefit from the
stock price appreciation resulting from their efforts to grow and strengthen the
business.

In addition, the Company maintains specific executive compensation programs
designed to provide incentives to reward and retain outstanding executives who
bear the responsibility for achieving the demanding business objectives
necessary to assure the Company's leadership position in the highly complex and
competitive industries in which it operates. The executive compensation programs
are based upon a pay-for-performance philosophy to provide incentives to achieve
both short-term and long-term objectives and to reward exceptional performance,
gains in productivity and contributions to the Company's growth and success.

While performance against financial objectives and relative total
stockholder return are the determinants of formula-based incentive payments
under the Company's executive compensation program, the successful Bristol-Myers
Squibb executive must perform effectively in many areas which are not measured
specifically by financial results. Performance is also assessed against
standards of business conduct reflecting social values, environmental
stewardship and the expectations of the Company's key constituencies, including
its employees and stockholders, the consumers of its products, suppliers and
customers, the communities it operates in and the countries where it does
business. The Bristol-Myers Squibb Company Pledge clearly defines what is
expected of every employee in the Company, and the performance of the Company's
executives is appraised in this regard.

EXECUTIVE OFFICER COMPENSATION

The following tables and notes present the compensation provided by the
Company to its Chief Executive Officer and the Company's four other most highly
compensated executive officers, for services rendered to the Company in 1994,
1995 and 1996.

<PAGE>

<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------------
ANNUAL COMPENSATION AWARDS PAY-OUTS
----------------------------------- ----------------------------- --------
OTHER ALL
ANNUAL RESTRICTED SECURITIES LONG TERM OTHER
COMPEN- STOCK UNDERLYING INCENTIVE COMPEN-
NAME/TITLE SALARY BONUS SATION(1) AWARDS(2) OPTIONS/SARS(3) PAY-OUTS SATION(4)
YEAR $ $ $ $ # $ $
- - ----------------- ---------- ---------- ------- ---------- --------------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr.
Chairman and
Chief Executive Officer(5)
1996......... $1,161,000 $1,161,000 -- $ 0 270,000 N/A (7) $52,245
1995......... $1,055,500 $1,303,543 -- $ 0 1,070,000(6) $ 0 (8) $47,497
1994......... $ 950,000 $ 959,642 -- $ 0 600,000 $331,998 (9) $42,750
M.E. Autera
Executive Vice President
1996......... $ 663,250 $ 456,844 -- $ 0 106,000 N/A (7) $29,835
1995......... $ 625,250 $ 514,255 -- $ 0 106,000 $ 0 (8) $28,136
1994......... $ 609,000 $ 483,851 -- $ 0 157,200 $253,302 (9) $27,405
K.E. Weg
Executive Vice President and
President, Pharmaceutical
Group(10)
1996......... $ 587,500 $ 461,997 -- $ 0 106,000 N/A (7) $26,432
1995......... $ 563,785 $ 532,991 -- $ 0 106,000 $ 0 (8) $25,370
1994......... $ 522,700 $ 410,802 -- $ 0 125,000 $199,472 (9) $23,526
M.F. Mee
Senior Vice President and
Chief Financial Officer(11)
1996......... $ 536,750 $ 305,948 -- $ 0 60,000 N/A (7) $24,149
1995......... $ 507,500 $ 357,254 -- $ 0 60,000 (12) $22,838
1994......... $ 391,781 $ 269,562 -- $2,170,000 90,000 (12) $ 5,625
L.E. Rosenberg, M.D.
President, Pharmaceutical
Research Institute
1996......... $ 496,925 $ 322,548 -- $ 0 60,000 N/A (7) $22,358
1995......... $ 478,500 $ 385,934 -- $ 0 60,000 $ 0 (8) $21,533
1994......... $ 467,000 $ 332,073 -- $ 0 91,250 (13) $21,015
</TABLE>

- - ------------
(1) The only type of Other Annual Compensation for each of the named officers
was in the form of perquisites, and was less than the level required for
reporting.
(2) Mr. Mee was the only named executive to receive an award in the fiscal
years listed. This award corresponds to Mr. Mee's joining the Company in
March 1994. Regular dividends are paid on these shares. The number and
market value of shares of restricted stock held by Mr. Mee, at December 31,
1996, (based upon the closing market value stock price of $109.00) were
40,000 and $4,360,000. (The number of shares increased to 80,000 in
February 1997 due to the Company's stock split.)
(3) The number of securities underlying options/SARs has been adjusted to
reflect the Company's stock split in February 1997.
(4) Consists of matching contributions to the Savings and Investment Program
(SIP) and the Benefits Equalization Plan for the SIP as follows: Mr.
Heimbold ($6,750 and $45,495); Mr. Autera ($6,585 and $23,250); Mr. Weg
($6,585 and $19,847); Mr. Mee ($6,750 and $17,399); and Dr. Rosenberg
($6,750 and $15,608).
(5) Mr. Heimbold was elected Chairman of the Board of the Company in May 1995.
He has been CEO since January 1994.
(6) Performance-based exercise price thresholds ranging from 30% to 70% above
the grant price must be attained for portions of this award to become
exercisable.
(7) There was no award which had a performance cycle which ended in 1996 so
there was no pay-out to be made.
(8) Long-Term Performance Award Plan award granted in 1992 covering the
four-year performance period from 1992 through 1995. Since the threshold
for payments under the award was not met, there were no pay-outs.
(9) Long-Term Performance Award Plan award granted in 1991 covering the
four-year performance period from 1991 through 1994. The pay-out, which was
based on the achievement of four-year compounded annual earnings per share
growth objectives, was 35.1% of targeted awards since performance fell
below target.
(10) Mr. Weg was elected Executive Vice President of the Company in May 1995. He
has been President of the Pharmaceutical Group since 1993; prior to that he
was President, Pharmaceutical Operations.
(11) Mr. Mee joined the Company in 1994.
(12) Mr. Mee was not covered by these awards since they were granted prior to
his joining the Company.

(footnotes continued on next page)

<PAGE>

<PAGE>
(footnotes continued from previous page)

(13) Dr. Rosenberg was not covered by this award since it was granted prior to
his joining the Company.

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
------------------------------------------------------------------- --------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE GRANT DATE
OPTIONS/SARS GRANTED TO OR BASE PRESENT
GRANTED(1) EMPLOYEES IN PRICE(2) VALUE(3)
NAME # FISCAL YEAR ($/SH) EXPIRATION DATE $
- - ------------------------------ ------------ ----------------- --------- ------------------- --------------
<S> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr............. 270,000 1.7% $43.6250 March 4, 2006 $ 2,139,021
M.E. Autera................... 106,000 0.7% $43.6250 March 4, 2006 $ 839,764
K.E. Weg...................... 106,000 0.7% $43.6250 March 4, 2006 $ 839,764
M.F. Mee...................... 60,000 0.4% $43.6250 March 4, 2006 $ 475,338
L.E. Rosenberg, M.D........... 60,000 0.4% $43.6250 March 4, 2006 $ 475,338
All Stockholders(4)........... $7,985,678,400
All Optionees(5).............. 16,075,050 100.0% $46.9879 Various Dates, 2006 $ 137,168,298
All Optionees Grant Date Present Value as a Percent of All Stockholder Value....................... 1.72%
</TABLE>

- - ------------
(1) Individual grants become exercisable in installments of 25% per year on each
of the first through the fourth anniversaries of the grant date. At age 60,
all outstanding option grants fully vest. As consideration for the option
grant, an employee must remain in the employment of the Company for one year
from the date of grant. No SARs were granted in 1996. Under the TeamShare
Stock Option Plan, individual grants become fully vested three years after
the date of the grant. The number of securities underlying options/SARs
granted has been adjusted to reflect the Company's stock split of February
1997.
(2) All options were made at 100% of Fair Market Value as of date of grant.

(3) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company does not
believe that the Black-Scholes model, or any other model, can accurately
determine the value of an option. Accordingly, there is no assurance that
the value realized by an executive, if any, will be at or near the value
estimated by the Black-Scholes model. Future compensation resulting from
option grants is based solely on the performance of the Company's stock
price. The Black-Scholes Ratio of 0.1816 was determined using the following
assumptions: a volatility of 0.1701, an historic average dividend yield of
4.27%, a risk free interest rate of 6.50% and a 7-year projected exercise
period.

(4) The 'Grant Date Present Value' shown is the incremental gain to all
stockholders as a group which would result from the application of the same
assumptions to all shares outstanding on March 5, 1996, as was used to
estimate the 'Grant Date Present Value' of options listed above.
(5) Information based on all stock option grants made to employees in 1996,
including TeamShare grants. Exercise price shown is the weighted average of
all grants. Actual exercise prices (adjusted to reflect the Company's stock
split of February 1997) ranged from $39.875 to $57.84375, reflecting the
Fair Market Value of the stock on the date of the option grants.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES(1)

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED 'IN THE MONEY'(2)
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ANNUALIZED FISCAL YEAR-END FISCAL YEAR-END
ON VALUE VALUE # $
EXERCISE REALIZED REALIZED --------------------------- ---------------------------
NAME # $ $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - --------------------------- -------- ---------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr.......... 181,160 $4,258,552 $500,971 1,966,332 536,668(3) $47,741,440 $8,846,591(3)
M.E. Autera................ 91,020 $1,765,155 $201,013 468,700 310,800 $11,557,578 $6,684,791
K.E. Weg................... 0 $ 0 $ 0 462,852 278,200 $14,230,959 $5,770,956
M.F. Mee................... 0 $ 0 $ 0 60,000 150,000 $ 1,620,000 $3,030,938
L.E. Rosenberg, M.D........ 38,150 $ 847,645 $343,240 237,350 60,000 $ 6,369,506 $ 688,125
</TABLE>

- - ------------
(1) All options were granted at 100% of Fair Market Value. Optionees may satisfy
the exercise price by submitting currently owned shares and/or cash. Income
tax withholding obligations may be satisfied by electing to have the Company
withhold shares otherwise issuable upon exercise of the option with a Fair
Market Value equal to

(footnotes continued on next page)

<PAGE>

<PAGE>
(footnotes continued from previous page)
such obligations. The number of securities underlying options/SARs exercises
has been adjusted to reflect the Company's stock split of February 1997.

(2) Calculated based upon the December 31, 1996 Fair Market Value share price of
$55.09375 (adjusted to reflect the Company's stock split of February 1997)
less the share price to be paid upon exercise.

(3) For Mr. Heimbold, the value of 'Unexercisable' stock options includes the
year-end value of stock options which have a price threshold for
exercisability above the exercise price. Mr. Heimbold will only realize the
portion of the listed value relating to these stock options once this price
threshold is attained. As of year end 1996, the price of Bristol-Myers
Squibb Common Stock was below the appreciation threshold.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
PERFORMANCE OR
ESTIMATED FUTURE PAY-OUTS UNDER
NUMBER OF OTHER PERIOD NON-STOCK PRICE-BASED PLAN(1)
SHARES, UNITS UNTIL MATURATION -----------------------------------
OR OTHER RIGHTS OR PAY-OUT THRESHOLD TARGET MAXIMUM
--------------- --------------------------------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr................. 1,000,000 Three-Year Period Ending in 1998 $432,000 $1,000,000 $2,400,000
M.E. Autera....................... 400,000 Three-Year Period Ending in 1998 $172,800 $ 400,000 $ 960,000
K.E. Weg.......................... 400,000 Three-Year Period Ending in 1998 $172,800 $ 400,000 $ 960,000
M.F. Mee.......................... 250,000 Three-Year Period Ending in 1998 $108,000 $ 250,000 $ 600,000
L.E. Rosenberg, M.D............... 250,000 Three-Year Period Ending in 1998 $108,000 $ 250,000 $ 600,000
</TABLE>

- - ------------
(1) Pay-outs under the Plan will be based on the achievement of growth in
earnings per share, sales and cash flow. The pay-out resulting from these
measures may be reduced or increased based on total shareholder returns
versus peer group companies over the three-year performance period. The
target award will be paid if 100% of the targeted growth rate for these
measures is achieved and total shareholder return is at the median of the
peer group. Performance below the threshold level will result in no pay-out.
Performance above the maximum level will result in the maximum pay-out.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

As was earlier described in the section on Committees of the Board (pp. 5
and 6), the Compensation and Management Development Committee is responsible for
administering the compensation program for executive officers of the Company.
The Committee is composed exclusively of 'non-employee directors' as defined by
the Securities and Exchange Commission rules and are neither employees or former
employees of the Company nor eligible to participate in any of the Company's
executive compensation programs. Additionally, members of this Committee meet
the definition of 'outside director' for purposes of administering compensation
programs to meet the tax deductibility criteria included in Section 162(m) of
the Internal Revenue Code.

The Company's executive compensation program is based upon a
pay-for-performance philosophy. Under the Company's program an executive's
compensation consists of three components: base salary, an annual incentive
(bonus) payment, and long-term incentives (which may include cash-based awards,
stock-based awards and/or stock options).

The Company's executive compensation program is designed to provide overall
compensation, when targeted levels of performance are achieved, which is above
the median of pay practices of a peer group of twelve large and high performing
industry competitors. The corporations making up the peer companies group are
Abbott Laboratories, American Home Products Corporation, The Gillette Company,
Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pharmacia-Upjohn,
Inc., Pfizer, Inc., The Procter & Gamble Company, Rhone-Poulenc Rorer Inc.,
Schering-Plough Corporation and Warner-Lambert Company. Compared to the peer
companies group, Bristol-Myers Squibb ranked fourth largest as measured by
sales, fourth in operating earnings, fourth in market capitalization and has
historically performed strongly versus competitors and the broader array of
companies represented in the Fortune 500 and S&P 500 based on return on equity,
net earnings as a percent of sales and earnings per share growth over the
five-year period. The Company is the second highest among the peer group in
total dividends paid.

At the time the Committee makes executive compensation decisions, the
Committee reviews individual performance and Company performance versus that of
the peer companies group. When 1996 compensation decisions were made, the
Committee reviewed the return on equity, net earnings

<PAGE>

<PAGE>
as a percent of sales, sales growth and net earnings per share growth over the
prior five years. For this period, after adjusting for nonrecurring and unusual
items for both Bristol-Myers Squibb and the peer companies group, the Company
was a leader in the measures of return on equity and net earnings as a percent
of sales in comparison to the peer companies group and exceeded the levels of
companies represented in the Fortune 500 (the performance of this index
approximating the performance of the S&P 500). Additionally, in making its
compensation decisions, the Committee reviewed data concerning the levels of
executive pay among the peer companies group and other high performing and
similarly sized companies for comparison purposes. This data included analyses
provided by independent compensation consultants.

The executive compensation program is designed to provide value to the
executive based on the extent individual performance, Company performance versus
budgeted earnings targets, Company longer term financial performance and total
return to shareholders (including share price appreciation and reinvested
dividends) meet, exceed or fall short of expectations. Under this program
design, only when expectations are exceeded can incentive payments exceed target
levels.

BASE SALARY -- An executive's base salary is determined by an assessment of
her/his sustained performance against her/his individual job responsibilities
including, where appropriate, the impact of such performance on the business
results of the Company, current salary in relation to the salary range
designated for the job, experience and mastery, and potential for advancement.

ANNUAL INCENTIVES -- Payments under the Company's annual incentive plan,
the Performance Incentive Plan, are tied to the Company's level of achievement
of annual operating pretax earnings targets, establishing a direct link between
executive pay and Company profitability. Annual operating pretax earnings
targets for the overall Company and each operating group are based upon the
earnings budget for the Company as reviewed by the Board of Directors. An
individual executive's annual incentive opportunity is a percentage of her/his
salary determined by the executive's job level. Actual annual incentive payments
are determined by applying a formula based on operating pretax earnings
performance to each individual's annual incentive opportunity. Applying this
formula results in payments at the targeted incentive opportunity level when
budgeted earnings are achieved and payments below the targeted level when
earnings are below those set by the budget. The formula provides for payments
above the targeted level only when actual earnings exceed budgeted levels of
operating pretax earnings.

For 1996 awards, operating pretax earnings budgets were established at a
level which the Board felt reflected the aggressive expectations management had
for the performance of the business. As a whole, the Company met these goals,
resulting in annual incentive payouts at target levels. Several business units,
including the Pharmaceutical Group, exceeded performance expectations.

LONG-TERM INCENTIVES -- The Company's long-term incentives are in the form
of stock option awards and long-term performance awards. The objective of these
awards is to advance the longer-term interests of the Company and its
stockholders and complement incentives tied to annual performance. These awards
provide rewards to executives based upon the creation of incremental stockholder
value and the attainment of long-term financial goals. Stock options only
produce value to executives if the price of the Company's stock appreciates,
thereby directly linking the interests of executives with those of stockholders.
The number of stock options granted is based on the grade level of an
executive's position and the executive's performance in the prior year and the
executive's potential for continued sustained contributions to the Company's
success. The size of previous option grants and the number of options currently
held by an executive are not taken into account in determining the number of
options granted. The executive's right to the stock options vests over a four-
year period and each option is exercisable, but only to the extent it has
vested, over a ten-year period following its grant. In order to preserve the
linkage between the interests of executives and those of stockholders,
executives are expected to utilize the shares obtained on the exercise of their
stock options, after satisfying the cost of exercise and taxes, to establish a
significant level of direct ownership. The Company has established share
ownership expectations for its executives to meet through the exercise of stock
option awards.

The pay-outs of the historic long-term performance awards shown in the
Summary Compensation Table were made ratably only to the extent that the Company
achieved the earnings per share growth objectives established at the time the
award was made. For the award cycles shown in the Summary

<PAGE>

<PAGE>
Compensation Table for the four-year period ending in 1994, performance fell
short of plan targets, resulting in a pay-out of 35.1% of target. For the
four-year period ending in 1995, performance fell short of the threshold
required for payment, and no payment was made in relation to this award. There
was not an award which would have been payable at the end of 1996, so no
payments were made.

In 1995, the Committee, with the assistance of an external, independent
executive compensation consulting firm, undertook a comprehensive review of the
Company's executive compensation programs and practices. As a result of this
review, the Committee decided that long-term performance awards should be
reinstated and stock option award guidelines should be reduced. The stock option
award guidelines were reduced from the levels used in 1993 and 1994 when stock
options were the only form of long-term awards granted. This action is
consistent with competitive practice and provides a balanced emphasis on both
stock price appreciation and the attainment of the Company's long-term financial
growth objectives. Based upon reviews conducted in 1996, the Committee continues
to believe that this program design is appropriate and these forms of awards
were continued. Pay-outs under the Plan for the 1996 to 1998 performance cycle
will be based on the achievement of targeted growth in earnings per share, sales
and cash flow. The pay-out resulting from these measures may be reduced or
increased based on total stockholder returns (share price appreciation plus
reinvested dividends) versus peer group companies over the three-year
performance period. These targets continue to closely align the Company's
compensation programs with total shareholder return.

CEO COMPENSATION

The compensation for Mr. Heimbold results from his participation in the
same compensation program as the other executives of the Company. His 1996
compensation was set by the Committee, applying the principles outlined above in
the same manner as they were applied to the other executives of the Company.

The majority of Mr. Heimbold's compensation is incentive based. For 1996,
only 22% of his total compensation was in the form of base salary. His annual
cash incentive was also 22% of his total compensation. The largest portion, 56%
of the total, was comprised of long-term incentives.

Mr. Heimbold's cash compensation increase reflects the level of
responsibilities he holds as Chairman of the Board and Chief Executive Officer,
and his compensation versus the peer companies group. Mr. Heimbold did not
receive a base salary increase in 1996. At the time of his 1995 salary increase
(July 1, 1995), it was decided that his next salary increase would not occur for
18 months. The change in Mr. Heimbold's base salary in the Summary Compensation
Table reflects his receiving his current salary for all of 1996 versus 1995 when
he was paid at this rate for only a portion of the year. Mr. Heimbold's annual
bonus, as was discussed previously, is based upon the degree to which the
overall Company achieves its pretax earnings budget. For 1996, the Company's
overall performance resulted in a bonus pay-out to Mr. Heimbold equal to 100.0%
of his targeted award.

Mr. Heimbold participates in the Company's long-term performance award
plan. Pay-outs under this plan for the 1996 to 1998 performance cycle are
contingent upon achieving aggressive growth objectives in sales, earnings per
share and cash flow over a three-year performance period. To provide additional
incentive to produce stockholder returns to exceed those of the peer companies
group, a total stockholder return measure is included in addition to the
financial measures used in Mr. Heimbold's long-term award, as was done for all
plan participants.

Effective March 5, 1996, Mr. Heimbold received a stock option award of
135,000 shares. The Committee felt that this was an appropriate award relative
to competitive practice and Mr. Heimbold's leadership and contributions to the
on-going strength and success of the Company.

The Committee believes that the program it has adopted, with its emphasis
on long-term compensation, serves to focus the efforts of the Company's
executives on the attainment of a sustained high rate of Company growth and
profitability for the benefit of the Company and its stockholders.

<PAGE>

<PAGE>
Deductibility of Compensation Over $1 Million

In 1993, the Omnibus Budget Reconciliation Act of 1993 (the 'Act') was
enacted. The Act includes potential limitations on the deductibility of
compensation in excess of $1 million paid to the Company's five highest paid
officers beginning in 1995. Based on the regulations issued by the Internal
Revenue Service to implement the Act, the Company has taken the necessary
actions to ensure the deductibility of payments under the annual incentive plan
and long-term awards plans. The Company will continue to take the necessary
actions to maintain the deductibility of payments under both plans.

Compensation and Management Development Committee

James D. Robinson III, Chairman
Robert E. Allen
Ellen V. Futter
John D. Macomber
Andrew C. Sigler

PERFORMANCE GRAPHS

The following graphs compare the performance of the Company for the periods
indicated with the performance of the Standard & Poor's 500 Stock Index (S&P
500) and the average performance of a group consisting of the Company's peer
corporations on a line-of-business basis. As previously noted, the corporations
making up the peer companies group are Abbott Laboratories, American Home
Products Corporation, The Gillette Company, Johnson & Johnson, Eli Lilly and
Company, Merck & Co., Inc., Pharmacia-Upjohn, Inc., Pfizer, Inc., The Procter &
Gamble Company, Rhone-Poulenc Rorer Inc., Schering-Plough Corporation and
Warner-Lambert Company. Total Return indices reflect reinvested dividends and
are weighted using beginning-period market capitalization for each of the
reported time periods. This peer companies group is the group used by the
Company for comparisons in measuring Company performance for compensation
purposes. This group is consistent with the group used in the 1996 Proxy
Statement.

<PAGE>

<PAGE>
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Bristol-Myers Squibb $100 $ 79 $ 71 $ 76 $116 $153
Peer Companies Group 100 89 86 98 153 196
S&P 500 100 108 118 120 165 203
</TABLE>

Assumes $100 invested on 12/31/91 in Bristol-Myers Squibb Common Stock, S&P
500 Index and Peer Companies Group Index. Values are as of December 31 of
specified year assuming that dividends are reinvested.

COMPARISON OF 10-YEAR CUMULATIVE TOTAL RETURN

[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bristol-Myers Squibb $100 $103 $118 $151 $188 $255 $201 $182 $193 $296 $391
Peer Companies Group 100 110 125 182 216 334 297 287 329 512 655
S&P 500 100 105 123 162 157 204 201 242 245 337 415
</TABLE>

Assumes $100 invested on 12/31/86 in Bristol-Myers Squibb Common Stock, S&P
500 Index and Peer Companies Group Index. Values are as of December 31 of
specified year assuming that dividends are reinvested.

<PAGE>

<PAGE>
PENSION BENEFITS

The following table sets forth the aggregate annual benefit payable upon
retirement at normal retirement age for each level of remuneration specified at
the listed years of service.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- - ----------------------------------- -------- ---------- ---------- ---------- ----------

Pension benefits are determined by final average annual compensation where
annual compensation is the sum of the amounts shown in the columns labeled
'Salary' and 'Bonus' in the Summary Compensation Table. Benefit amounts shown
are straight-life annuities before the deduction for Social Security benefits.
The executive officers named in the Summary Compensation Table have the
following years of credited service for pension plan purposes: C.A. Heimbold,
Jr. -- 33 years; M.E. Autera -- 29 years; K.E. Weg -- 28 years; M.F. Mee -- 3
years; and L.E. Rosenberg -- 6 years.

PROPOSAL 1 -- ELECTION OF DIRECTORS

Three directors are to be elected at the meeting for three-year terms
ending at the 2000 Annual Meeting. Robert E. Allen, John D. Macomber and James
D. Robinson III have been nominated by the Board of Directors for election at
this Annual Meeting. Robert E. Allen, John D. Macomber and James D. Robinson III
are presently directors of the Company. The accompanying proxy will be voted for
the Board of Directors' nominees, except where authority to so vote is withheld.
Should any nominee be unable to serve, the proxy will be voted for such person
as shall be designated by the Board of Directors.

PROPOSAL 2 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors of Bristol-Myers Squibb has appointed Price
Waterhouse as independent accountants for the year 1997, subject to ratification
by the stockholders. The Audit Committee recommended Price Waterhouse to the
full Board of Directors. Price Waterhouse, because of its high standing in its
field, is considered to be eminently qualified to perform this important
function. A representative of Price Waterhouse is expected to be present at the
Annual Meeting and will have the opportunity to make a statement if desired, and
such representative is expected to be available to respond to appropriate
questions.

The Board of Directors recommends a vote FOR the ratification of the
appointment of Price Waterhouse.

In the event the stockholders fail to ratify the appointment, it will be
considered as a direction to the Board of Directors to select another
independent accounting firm. It is understood that even if the selection is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent accounting firm at any time during the year if the Board of
Directors feels that such a change would be in the best interests of the Company
and its stockholders.

<PAGE>

<PAGE>
PROPOSAL 3 -- APPROVAL OF AN
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

On December 3, 1996, the Board of Directors authorized a two-for-one stock
split of the Company's Common Stock in the form of a stock dividend to be
effected to stockholders of record at the close of business on February 7, 1997.
The Company had a sufficient number of authorized shares of Common Stock to
effect the stock split. The Board of Directors proposes that stockholders
authorize the amendment of the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 1,500,000,000 to
2,250,000,000 shares. The par value of the Common Stock would remain at $0.10
per share. The Board of Directors recommends that such increase in the number of
authorized shares of Common Stock be approved by the stockholders.

The proposed amendment to the Restated Certificate of Incorporation will be
effected by deleting the introductory paragraph of Article FOURTH of the
Company's Restated Certificate of Incorporation, as amended, and substituting a
new introductory paragraph that reads in full as follows:

'FOURTH: the total number of shares of all classes of stock which the
corporation shall have authority to issue is two billion, two-hundred sixty
million (2,260,000,000) shares consisting of:

1. 2,250,000,000 shares of Common Stock of the par value of Ten Cents
($0.10) per share, and

2. 10,000,000 shares of Preferred Stock of the par value of One Dollar
($1.00) per share.'

As of February 28, 1997, there were 1,003,723,008 shares of Common Stock
issued and outstanding (exclusive of treasury shares) and 27,197,476 shares of
Common Stock were reserved for issuance in connection with all of the Company's
stock plans. Adoption of the proposed amendment provides for an additional
750,000,000 shares of Common Stock for future issuance. This would replenish the
authorized shares available for issuance before the stock split. Although these
additional shares would provide further flexibility, there are no present plans
for their use.

The Board of Directors is of the opinion that the proposed increase in the
number of authorized shares of Common Stock is in the best interest of the
Company and its stockholders. The Board of Directors believes that the Company
should have sufficient authorized but unissued shares for issuance in connection
with stock splits and stock dividends, implementation of employee benefit plans,
offer of shares for cash, mergers and acquisitions, and other proper business
purposes. In many such situations prompt action may be required which would not
permit seeking stockholder approval to authorize additional shares for the
specific transaction on a timely basis. The Board of Directors believes that it
is important to have the flexibility to act promptly in the best interests of
stockholders.

The additional shares of Common Stock sought by the amendment will be
available for issuance without further action by stockholders, unless such
action is required by applicable law or the rules of any stock exchange on which
the Company's securities may be listed. The New York Stock Exchange requires
specific stockholder approval as a prerequisite to listing shares in several
instances, including an acquisition transaction where the present or potential
issuance of shares could result in an increase of 20% or more in the number of
shares of Common Stock outstanding.

Although the purpose of seeking an increase in the number of authorized
shares of Common Stock is not intended for anti-takeover purposes, SEC rules
require disclosure of charter and by-law provisions that could have an
anti-takeover effect. These include: (i) Board authority under its Certificate
of Incorporation to issue one or more series of preferred stock up to a maximum
of approximately 10,000,000 shares presently available; (ii) under the the
Certificate of Incorporation a special meeting of stockholders may only be
called by the Chairman of the Board or the Board of Directors; (iii) under the
Certificate of Incorporation a classified board of directors with staggered
terms of office and fair-price payments for shares in certain business
combinations; and (iv) a stockholder rights plan under the Amended and Restated
Rights Agreement, dated as of December 4, 1987, between the Company and The
Chase Manhattan Bank, N.A. (as successor to Manufacturers Hanover Trust Company)
(Rights Agreement) which could have a deterrent effect against a takeover of the
Company.

<PAGE>

<PAGE>
Each new share of Common Stock authorized under the proposal will represent
one half of a purchase right to buy one one-thousandth of a share under the
rights agreement and which right will trade automatically with the Common Stock
and become exercisable only upon the occurrence of certain events which are
fully described in the rights agreement.

The Board of Directors recommends a vote FOR the amendment to the Company's
Restated Certificate of Incorporation as described above.

PROPOSAL 4 -- APPROVAL OF THE EXECUTIVE PERFORMANCE INCENTIVE PLAN

The Executive Performance Incentive Plan (the 'Plan') provides for annual
incentive payments to key executives of the Company based upon Company
performance. As the Report of the Compensation and Management Development
Committee discusses, the Company's compensation programs are based on a strong
pay-for-performance philosophy. A central element of this philosophy has been to
link a significant portion of annual cash compensation to the attainment of the
Company's annual financial objectives. The Plan is intended to continue this
direct linkage between Company performance and compensation. The Board of
Directors recommends that the Plan be approved by the stockholders. A copy of
the Plan is included in this Proxy Statement as Exhibit A and the following
description is qualified in its entirety by reference to the Plan.

In the past, the Company has awarded annual incentives to key executives
through the Performance Incentive Plan, originally implemented by the Company in
the 1950's. The Plan is a continuation of this former plan and benefits will be
similarly determined.

The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the
Internal Revenue Code (the 'Code') which generally disallows a federal income
tax deduction to any publicly held corporation for compensation paid in excess
of $1 million in any taxable year to the chief executive officer or any of the
four other most highly compensated executive officers. Incentives paid to these
executives have been deductible under the transition rules established by the
Internal Revenue Service to implement Section 162(m). The Company's coverage
under these transition rules expires at the 1997 Annual Meeting of Stockholders.
The Company intends to structure awards under the Plan so that compensation
resulting therefrom would be qualified 'performance based compensation' eligible
for continued deductibility with stockholder approval. To allow the Company to
so qualify for such compensation, the Company is seeking approval of the Plan
and the material terms of performance goals applicable to the Plan.

The Plan allows for aggregate payments which cannot be more than two
percent of the Operating Pretax Earnings of the Company for the fiscal year
relating to the award. If there are no such earnings, no payments can be made
under the Plan. No individual may receive as a maximum amount an annual payment
under the Plan which exceeds 0.15% of the Operating Pretax Earnings of the
Company for the fiscal year relating to the awards. Payments under the Plan may
be made in either cash, Common Stock of the Company or a combination of cash and
Common Stock. The form of payment will be determined by the Compensation and
Management Development Committee. The maximum amount of stock which may be
issued in any one year is limited to 0.2% of the outstanding shares of the
Company at the beginning of the fiscal year relating to the awards.

PLAN ADMINISTRATION

The Plan will be administered by the Compensation and Management
Development Committee which is composed entirely of non-employee directors who
meet the criteria of 'outside director' under Section 162(m) of the Code and
'non-employee director' under Section 16 of the Securities Exchange Act of 1934.
The Committee shall select the key executives of the Company who shall receive
awards, the target pay-out level and the performance targets. The Committee will
certify the level of attainment of performance targets. Currently, approximately
600 key executives are eligible to receive awards under the Plan.

<PAGE>

<PAGE>
PERFORMANCE CRITERIA

Section 162(m) requires that performance awards be based upon objective
performance measures. For executives whose compensation is, or may be, subject
to Section 162(m), the performance criteria may include one or more of the
following:

<TABLE>
<S> <C> <C> <C>
a. Earnings d. Financial return ratios
b. Revenue e. Total Shareholder Return
c. Operating or net cash flows f. Market share

</TABLE>

For any participant not subject to Section 162(m) of the Code, other
performance measures or objectives, whether quantitative or qualitative, may be
established. Performance criteria may relate to the total Company or any
business unit. Performance targets may be set at a specific level or may be
expressed as relative to the comparable measures at comparison companies or a
defined index. The Compensation and Management Development Committee will
establish specific targets for participants.

AWARD DEFERRALS

With the concurrence of the Compensation and Management Development
Committee, participating executives may elect to defer receipt of any payments
due until retirement or other termination from the Company. Any amount deferred
will be credited to deferred compensation accounts for these executives. The
deferred funds will be valued in reference to one or more of the following: (1)
a fund denominated in units based upon the value of Company Common Stock and
dividend payments; (2) units denominated as an equity fund reflecting a
market-based index measuring the rate of return on equity investments; or (3) a
fixed income fund based upon prevailing rates of return on cash-based
investments experienced by the Company. Additional investment funds may be
established by the Committee as necessary to effectively manage deferrals.

TERM AND AMENDMENT OF THE PLAN

The Plan, if approved by stockholders, will be effective for all fiscal
years beginning 1997 by action of the Board of Directors. The Plan may be
amended or discontinued by the Board of Directors at any time. However, no
amendment may increase the total payments which may be made under the Plan in
any fiscal year or the maximum payment which may be made to any individual in
any fiscal year above the award limits outlined above and specified in the Plan.
Additionally, no amendment may provide for the issuance of Common Stock in
excess of the limits specified above.

FUTURE PLAN AWARDS

Since future awards under the proposed Plan will be based upon the future
performance of the Company, actual payments cannot be determined at this time.
Additionally, since the proposed Plan is a continuation of the current program,
the 1996 award payments would not have been any different than as is shown in
the Summary Compensation Table had the proposed Plan been in effect in 1996.

The Board of Directors feels that the continuation of annual incentive
awards based upon Company performance are in the best interest of the Company
and its stockholders. Accordingly, the Board of Directors recommends a vote FOR
the proposed Plan.

PROPOSAL 5 -- APPROVAL OF THE 1997 STOCK INCENTIVE PLAN

At the Annual Meeting of May 4, 1993, stockholders approved the amendment
and restatement of the 1983 Bristol-Myers Squibb Stock Option Plan (the '1983
Plan'). The 1983 Plan provided for the granting of Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights and Long-Term Performance
Awards. In 1989, the Board of Directors of the Company approved the
Bristol-Myers Squibb Restricted Stock Plan (the 'Restricted Stock Plan').

Both the 1983 Plan and the Restricted Stock Plan were adopted to support
the achievement of the Company's business objectives by providing incentives
linking key employees' interests to stockholder

<PAGE>

<PAGE>
interests through equity based awards. These awards are key aspects of the
Company's compensation programs which are designed to attract, retain and
motivate the best possible employees to accomplish the business objectives of
the Company.

Company management continues to believe that it is in the Company's best
interests to utilize these types of awards as an integral part of its
compensation programs. The Board of Directors considers the above outlined
purposes for these programs to be key contributors to the on-going success of
the Company.

The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the
Internal Revenue Code (the 'Code'). Section 162(m) addresses the deductibility
of compensation in excess of $1 million to the Chief Executive Officer and the
four highest paid executives of the Company. For compensation over $1 million
paid to these executives to be deductible, it must be (1) performance related;
(2) administered by outside, independent directors; and (3) paid pursuant to
stockholder approved plans. The Section 162(m) regulations specify a number of
other items which are necessary for full compliance with these criteria.

The Company's stock option awards and Long-Term Performance Awards to these
executives have been deductible under the transition rules established by the
Internal Revenue Service to implement Section 162(m). The Company's coverage
under these transition rules expires at the 1997 Annual Meeting of Stockholders.
The Company intends to structure awards under the 1997 Plan so that compensation
resulting therefrom would be qualified 'performance-based compensation' eligible
for continued deductibility with stockholder approval. To allow the Company to
so qualify for such compensation, the Company is seeking approval of the 1997
Plan and the material terms of performance goals applicable to the Plan.

The 1997 Plan (the '1997 Plan') is a continuation of current programs. For
the most part, it continues the 1983 Plan provisions and practices. A copy of
the 1997 Plan is included in this Proxy Statement as Exhibit B and the following
description is qualified in its entirety by reference to the 1997 Plan.

THE 1997 PLAN ADMINISTRATION -- The 1997 Plan will be administered by the
Compensation and Management Development Committee which is composed entirely of
non-employee directors who meet the criteria of 'outside director' under Section
162(m) of the Code and 'non-employee director' under Section 16 of the
Securities Exchange Act of 1934. The Committee shall select the officers and key
employees of the Company who shall receive options or awards, the form of those
awards, the number of shares or dollar targets of the options or awards and all
terms and conditions of the options or awards. The Committee will certify the
level of attainment of performance targets. Currently, approximately 8,000
officers and key employees are eligible to receive awards under the 1997 Plan.
It is anticipated that approximately 2,500 officers and key employees will
receive awards in any calendar year.

AWARD FORMS -- Under the 1997 Plan, the Committee may grant incentive stock
options (which meet the criteria of Section 422 of the Code) and non qualified
stock options (options not intended to qualify as incentive stock options)
settled in Common Stock. The Committee may also grant stock appreciation rights,
either in tandem with stock options or on a stand alone basis. Long-term awards
may be granted either as performance unit awards, which are denominated based
upon dollar targets, or performance share awards, which are denominated as
shares of Common Stock of the Company. The granting of performance share awards
is not provided for under current plans. The Company feels that it is
appropriate to have the flexibility to grant such awards in lieu of all or a
portion of awards which could be granted under the current plans. The Committee
may also grant restricted stock under the 1997 Plan.

MAXIMUM STOCK AWARD LEVELS -- The maximum number of shares available for
awards will not be changed from the limits utilized under the 1983 Plan. Total
shares which may be awarded under the 1997 Plan include 0.9% of the number of
shares outstanding as of January 1, 1997 plus the number of shares available
for, and not made subject to, grants as of January 1, 1997 from the 1983 Plan,
less the number of shares made subject to options granted in 1997. As of the
effective date of the 1997 Plan, the total number of shares available for awards
under the 1997 Plan will not exceed

<PAGE>

<PAGE>
approximately 7,000,000 shares, reflecting shares carried forward from prior
years, the 1997 allocation of 0.9% of shares outstanding and 1997 awards made
under the 1983 Plan. For each subsequent year, the number of shares available
for awards shall be 0.9% of the outstanding shares as of January 1 of that year
plus the shares available for, but not made subject to, awards from prior years.
Of these total available shares, no individual may receive options or awards as
a maximum amount, in any form allowed under the 1997 Plan, which in the
aggregate exceed 1,500,000 shares of Common Stock (adjusted to reflect the
Company's stock split in February 1997) in a calendar year. Aggregate shares
issued under performance stock awards and restricted stock awards may not exceed
10,000,000 shares over the life of the 1997 Plan.

STOCK OPTION AWARDS -- As in the 1983 Plan, stock options awarded may be
either incentive stock options granted consistent with Section 422 of the Code
or nonqualified stock options which do not meet the criteria of Section 422.
Options will expire no later than 10 years after the date of grant and may not
be exercised prior to one year following the date of grant. The exercise price
of stock options may not be less than the fair market value on the date of
grant. The Committee may establish other vesting or performance requirements
which must be met prior to the exercise of the stock options. Stock options may
be granted in tandem with either stock appreciation rights or Long-Term
Performance Awards. The closing price of Common Stock on the New York Stock
Exchange composite tape on February 28, 1997 was $65.25 on a post-split basis.

The 1997 Plan provides that options and awards are nontransferable other
than by the laws of descent and distribution. However, the Committee may, in its
discretion, allow for the transferability of stock options or restricted stock
to members of the recipient's immediate family. Incentive stock options, SAR's
and long-term performance awards may not be transferred.

The 1997 Plan provides that the Committee may allow participants to elect
to defer the payment of long-term performance awards until after retirement or
other termination from the Company. Additionally, the Committee may establish
rules and procedures which would allow optionees to defer delivery of the
proceeds from the exercise of stock options or stock appreciation rights. If the
proceeds of such exercises are deferred, they will be credited with the
investment return on the Company's Common Stock. Deferred amounts may be
distributed earlier in the case of death, disability or unforeseen emergencies.

LONG-TERM PERFORMANCE AWARDS -- The Committee may award Long-Term
Performance Awards in the form of performance units denominated in dollar
amounts or in the form of performance shares, denominated in shares of Common
Stock. The Committee will establish the performance measures to be used as well
as the performance targets to be achieved. Awards will be paid ratably according
to the attainment of the performance targets. The Committee will also establish
the performance period which the awards will cover. The period cannot be less
than three years but may be longer at the discretion of the Committee.

To receive payments or distributions from Long-Term Performance Awards, the
participant must be employed by the Company for the entire performance period
except in the cases of termination due to retirement, death or disability. In
these cases, a pro-rated payment or distribution which reflects the attainment
of performance goals over the award period will be made to the participant. A
one year employment period following the beginning of the performance period is
required.

No payment under a performance unit award to a participant may exceed the
maximum amount of 0.15% of the pre-tax earnings of the Company for the fiscal
year which coincides with the final year of the performance unit period.

RESTRICTED STOCK AWARDS -- The Committee may also grant shares of
Restricted Stock. These grants will be subject to the continued employment of
the participant and may also be subject to performance criteria at the
discretion of the Committee. If the participant's employment terminates prior to
the completion of the specified employment or the attainment of the specified
performance goals, the awards will lapse and the shares returned to the Company
as determined by the Committee. The Committee may provide for a pro-rated
attainment of the performance criteria or a pro-rated attainment of time-based
restrictions. However, in no case may the Committee allow for the distribution
of shares less than one year following the date of an award. During the
restriction period, the participant would

<PAGE>

<PAGE>
be entitled to vote the shares and receive dividends. Restricted stock
certificates would bear a legend giving notice of the restrictions relating to
the grant.

Section 162(m) requires that Performance Awards and Restricted Stock Awards
be based upon objective performance measures to be deductible if they and other
compensation are in excess of $1 million. The performance criteria applicable to
performance and restricted stock awards may include one or more of the
following:

<TABLE>
<S> <C> <C> <C>
a. Earnings d. Financial return ratios
b. Revenue e. Total Shareholder Return
c. Operating or net cash flows f. Market share

</TABLE>

Performance criteria may relate to the total Company or any business unit.
Performance targets may be set at a specific level or may be expressed as
relative to the comparable measures at comparison companies or a defined index.
The Compensation and Management Development Committee will establish specific
targets for participants.

ADJUSTMENTS -- The number, class and price of stock option awards,
Long-Term Performance Awards and Restricted Stock are subject to appropriate
adjustment in the event of certain changes in the Common Stock of the Company
including stock dividends, recapitalization, mergers, consolidations, split-ups,
combinations or exchanges of shares and the like.

FEDERAL INCOME TAX CONSEQUENCES

STOCK OPTION AWARDS -- The granting of Incentive Stock Options or
nonqualified Stock Options does not result in immediate taxable income to the
optionee.

The exercise of a nonqualified Stock Option award will result in taxable
income to the optionee. The amount by which the market price exceeds the
exercise price would be taxable as ordinary income. Income tax obligations may
be met either through cash payment at the time of exercise or through share
withholding. At the discretion of the Committee, optionees may be allowed to
elect to defer the receipt of the taxable shares resulting from the exercise. If
such an election is made, the optionee will be liable for taxes on the full
value of the shares plus any accumulated dividends at their value upon
distribution. The Company will receive a tax deduction for the compensation
expense which corresponds to the compensation gain.

The exercise of an Incentive Stock Option will not result in taxable income
to the optionee if the optionee does not dispose of the stock within two years
of the date the option was granted and one year after the option is exercised.
If these requirements are met, any gain realized by the optionee will be taxed
as a long-term capital gain. The Company will not receive a tax deduction for
the resulting gain. If these holding periods are not met, the option will be
treated generally as a nonqualified Stock Option for tax purposes.

STOCK APPRECIATION RIGHTS -- The granting of a Stock Appreciation Right
does not result in taxable income to the recipient. When the Stock Appreciation
Right is exercised, the gain will be considered as ordinary income to the
recipient for tax purposes unless a deferral of the gain is elected. The Company
will receive a corresponding tax deduction.

PERFORMANCE AWARDS -- The granting of a Performance Award does not result
in taxable income to the recipient. When the Award is paid or distributed, the
full value paid or distributed will be considered as ordinary income to the
recipient unless a deferral of the payment or distribution is elected. The
Company will receive a corresponding tax deduction.

RESTRICTED STOCK AWARDS -- The granting of an award of Restricted Stock
does not result in taxable income to the recipient unless the recipient elects
to report the award as taxable income under Section 83(b) of the Internal
Revenue Code. Absent such an election, the value of the award is considered
taxable income once it is vested and distributed. Dividends are paid concurrent
with, and in an amount equal to, ordinary dividends and are taxable as paid. If
a Section 83(b) election is made, the recipient recognizes ordinary income in
the amount of the total value on the date of grant and the Company receives a
corresponding tax deduction. Any gain or loss subsequently experienced will be a
capital gain or loss to the recipient and the Company does not receive an
additional tax deduction.

<PAGE>

<PAGE>
DEFERRAL PROVISIONS -- The 1997 Plan contains provisions which would allow
the Committee to establish rules and regulations permitting the deferral of
payments or the distribution of awards upon the election to do so by the award
recipient. The establishment of such deferral provisions, if elected, would be
done in compliance with applicable tax law.

FUTURE PLAN AWARDS

As outlined above, the proposed 1997 Plan is a continuation of existing
plans intended to ensure the continued deductibility of awards under Section
162(m) of the Internal Revenue Code. If the 1997 Plan had been in place during
1996, management does not believe that the decisions made by management or by
the Compensation and Management Development Committee would have been different
than those outlined in the Summary Compensation Table, Stock Option Award Table
and Long-Term Award Table on pages 11 through 13. Those tables should be
referred to in order to assess the level and type of awards which would have
been made under the 1997 Plan.

TERM AND AMENDMENT OF 1997 PLAN

The 1997 Plan, if approved by stockholders, will be effective May 6, 1997.
It will expire on May 31, 2002, unless suspended or discontinued by action of
the Board of Directors. The Board may amend the Plan as appropriate but may not
extend the 1997 Plan beyond its expiration, increase the number or shares
available under the 1997 Plan or allow for the issuance of stock options below
the Fair Market Value on the date of grant without the approval of stockholders.

Accordingly, the Board of Directors recommends a vote FOR the 1997 Plan.

PROPOSAL 6 -- STOCKHOLDER PROPOSAL
RELATING TO ANNUAL ELECTION OF DIRECTORS

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue,
N.W., Suite 215, Washington, D.C. 20037, who holds of record 120 shares of
Common Stock, has informed the Company that she intends to present to the
meeting the following resolution:

RESOLVED: 'That the shareholders of Bristol-Myers Squibb recommend that the
Board of Directors take the necessary steps to reinstate the election of
directors ANNUALLY, instead of the stagger system which was recently
adopted.'

REASONS: 'Until recently, directors of Bristol-Myers Squibb were elected
annually by all shareholders.'

'The great majority of New York Stock Exchange listed corporations elect
all their directors each year.'

'This insures that ALL directors will be more accountable to ALL
shareholders each year and to a certain extent prevents the
self-perpetuation of the Board.'

'Last year the owners of 158,355,299 shares, representing approximately 43%
of shares voting, voted FOR this proposal.'

'If you AGREE, please mark your proxy FOR this resolution.'

BOARD OF DIRECTORS' POSITION

In 1984 the stockholders of the Company decided, by a vote at the Annual
Meeting, to divide the Board of Directors into three classes with the number of
directors in each class being as nearly equal as possible. Each director serves
a three-year term and directors for one of the three classes are elected each
year. Similar procedures for this staggered election approach have been adopted
by many major corporations and, in fact, more than half of the other Fortune 500
companies provide for the election of their directors in this manner.

The staggered election of directors is intended to provide continuity of
experienced directors on the Board and prevent a precipitous change in the
composition of the Board. With staggered elections,

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at least two annual stockholder meetings would be required to effect a change in
control of the Board of Directors. One benefit derived from that situation is an
enhancement of management's ability to negotiate in the best interest of all the
stockholders with a person seeking to gain control of the corporation. A further
benefit is the assurance of continuity and stability in the management of the
business and affairs of the Company since a majority of the directors will
always have prior experience as directors of the Company.

At the time the classified board approach was adopted, it was supported by
over 70% of the stockholders voting on the proposal. For eleven straight years
the same proponent has proposed this resolution challenging our classified
board. For eleven straight years the stockholders have defeated this proposal
and supported the classified board approach.

Accordingly, the Board of Directors recommends a vote AGAINST the proposed
resolution.

1998 PROXY PROPOSALS

Stockholder proposals relating to the Company's 1998 Annual Meeting of
Stockholders must be received by the Company at its principal executive offices,
345 Park Avenue, New York, New York 10154, attention Corporate Secretary, no
later than November 21, 1997.

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EXHIBIT A

BRISTOL-MYERS SQUIBB COMPANY
EXECUTIVE PERFORMANCE INCENTIVE PLAN

1. PURPOSE: The purpose of the Executive Performance Incentive Plan (the
'Plan') is to promote the interests of the Bristol-Myers Squibb Company (the
'Company') and its stockholders by providing additional compensation as
incentive to certain key executives of the Company and its Subsidiaries and
Affiliates who contribute materially to the success of the Company and such
Subsidiaries and Affiliates.

2. DEFINITIONS: The following terms when used in the Plan shall, for the
purposes of the Plan, have the following meanings:

(a) 'Affiliate' shall mean any entity in which the Company has an
ownership interest of at least 20%.

(b) 'Code' shall mean the Internal Revenue Code of 1986, as amended.

(d) 'Exchange Act' shall mean the Securities Exchange Act of 1934, as
amended.

(e) 'Retirement' shall mean termination of the employment of an
employee with the Company or a Subsidiary or Affiliate on or after

(i) the employee's 65th birthday

(ii) the employee's 55th birthday having completed 10 years of
service with the Company.

(f) 'Subsidiary' shall mean any corporation which at the time
qualifies as a subsidiary of the Company under the definition of
'subsidiary corporation' in Section 424 of the Code.

3. ADMINISTRATION: The Plan shall be administered under the supervision of
the Board of Directors of the Company (the 'Board') which shall exercise its
powers, to the extent herein provided, through the agency of a Compensation and
Management Development Committee (the 'Committee') which shall be appointed by
the Board. The Committee shall consist of not less than three (3) members of the
Board who meet the definition of 'outside directors' under the provisions of
Section 162(m) of the Code and the definition of 'non-employee directors' under
the provisions of the Exchange Act or the regulations or rules promulgated
thereunder.

The Committee, from time to time, may adopt rules and regulations
('Regulations') for carrying out the provisions and purposes of the Plan and
make such determinations, not inconsistent with the terms of the Plan, as the
Committee shall deem appropriate. The Committee may alter, amend or revoke any
Regulation adopted. The interpretation and construction of any provision of the
Plan by the Committee shall, unless otherwise determined by the Board, be final
and conclusive.

The Committee may delegate its responsibilities for administering the Plan
to a committee of key executives as the Committee deems necessary. Any awards
under the Plan to members of this committee and to such other of the
Participants as may be determined from time to time by the Board or the
Committee shall be referred to the Committee or Board for approval. However, the
Committee may not delegate its responsibilities under the Plan relating to any
executive who is subject to the provisions of Section 162(m) of the Code or in
regard to the issuance of any stock under Section 6(c).

4. PARTICIPATION: 'Participants' in the Plan shall be such key executives
of the Company as may be designated by the Committee to participate in the Plan
with respect to each fiscal year.

5. PERFORMANCE INCENTIVE AWARDS:

(a) For each fiscal year of the Company, the Committee shall
determine:

(i) The Company, Subsidiaries and/or Affiliates to participate in
the Plan for such fiscal year.

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(ii) The names of those key executives whom it considers should
participate in the Plan for such fiscal year.

(iii) The basis(es) for determining the amount of the Awards to
such Participants, including the extent, if any, to which payment of all
or part of an Award will be dependent upon the attainment by the Company
or any Subsidiary or Affiliate or subdivision thereof of any specified
performance goal or objective. Performance criteria for Awards under the
Plan may include one or more of the following operating performance
measures:

<TABLE>
<S> <C> <C> <C>
a. Earnings d. Financial return ratios
b. Revenue e. Total Shareholder Return
c. Operating or net cash flows f. Market share

</TABLE>

g. For any Participant not subject to Section 162(m) of the Code,
other performance measures or objectives, whether quantitative or
qualitative, may be established.

The Committee shall establish the specific targets for the selected
measures. These targets may be set at a specific level or may be
expressed as relative to the comparable measure at comparison companies
or a defined index.

(iv) If a percentage of an Award shall be deferred or if a
Participant may request the Committee to approve deferred payment of a
percentage (not less than 25%) of an Award (the 'Deferred Portion'). Any
Award or portion of Award which the Committee does not require deferral
of or the Participant does not request deferral of shall be paid subject
to the provisions of Section 6 (the 'Current Portion'). Any Award which
includes a Deferred Portion shall be subject to the terms and conditions
stated in Section 10 and in any Regulations established by the
Committee.

(b) At any time after the commencement of a fiscal year for which
Awards have been determined, but prior to the close thereof, the Committee
may, in its discretion, eliminate or add Participants, or increase or
decrease the Award of any Participant; but the Committee may not alter any
election made relative to establishing a Deferred Portion of an Award or
which would cause any Award to lose deductibility under Section 162(m) of
the Code. Any changes or additions with respect to Awards of members of any
committee established to oversee the Plan shall be referred to the Board or
Committee, as appropriate, for approval.

6. PAYMENT OF CURRENT PORTION OF PERFORMANCE INCENTIVE AWARDS:

(a) Subject to such forfeitures of Awards and other conditions as are
provided in the Plan, the Awards made to Participants shall be paid to them
or their beneficiaries as follows:

(i) As soon as practicable after the end of the fiscal year, the
Committee shall determine the extent to which Awards have been earned on
the basis of the actual performance in relation to the established
performance objectives as established for that fiscal year. Such Awards
are only payable to the extent that the Participant has performed their
duties to the satisfaction of the Committee.

(ii) While no Participant has an enforceable right to receive a
Current Portion until the end of the fiscal year as outlined in (i)
above, payments on account of the Current Portion may be provisionally
made in accordance with the Regulations, based on tentative estimates of
the amount of the Award. A Participant shall be required to refund any
portion or all of such payments in order that the total payments may not
exceed the Current Portion as finally determined, or if the Participant
shall forfeit their Award for any reason during the fiscal year.
However, any Participant subject to Section 162(m) of the Code may not
receive such provisional payments.

(b) There shall be deducted from all payments of Awards any taxes
required to be withheld by any government entity and paid over to any such
government in respect of any such payment. Unless otherwise elected by the
Participant, such deductions shall be at the established Withholding Tax
Rate. Participants may elect to have the deduction of taxes cover the
amount of any Applicable Tax (the amount of Withholding Tax plus the
incremental amount determined on the basis of the highest marginal tax rate
applicable to such Participant).

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(c) Form of Payment. The Committee shall determine whether payment
with respect to the Current Portion of an Award, or to the payment of a
Deferred Portion made under the provisions of Section 10, shall be made
entirely in cash, entirely in Common Stock of the Company, or partially in
cash and partially in Common Stock. Further, if the Committee determines
that payment should be made in the form of Restricted Shares of Common
Stock of the Company, the Committee shall designate the restrictions which
will be placed upon the Common Stock and the duration of those
restrictions. For any fiscal year, the Committee may not cause Awards to be
made under this provision which would result in the issuance, either on a
current or restricted basis, of more than two-tenths of one percent of the
number of shares of Common Stock of the Company issued and outstanding as
of January 1 of the fiscal year relating to the payment.

7. MAXIMUM PAYMENTS UNDER THE PLAN: Payments under the Plan shall be
subject to the following maximum levels.

(a) Total Payments. The total amount of Awards paid under the Plan
relating to fiscal year may not exceed two percent of the operating pretax
earnings for the Company in that fiscal year.

(b) Maximum Individual Award. The maximum amount which any individual
Participant may receive relating to any fiscal year may not exceed 0.15
percent of the operating pretax earnings for the Company in that fiscal
year.

8. CONDITIONS IMPOSED ON PAYMENT OF AWARDS: Payment of each Award to a
Participant or to the Participant's beneficiary shall be subject to the
following provisions and conditions:

(a) Rights to Awards. No Participant or any person claiming under or
through the Participant shall have any right or interest, whether vested or
otherwise, in the Plan or in any Award thereunder, contingent or otherwise,
unless and until all of the terms, conditions and provisions of the Plan
and the Regulations that effect such Participant or such other person shall
have been complied with. Nothing contained in the Plan or in the
Regulations shall require the Company to segregate or earmark any cash,
shares or stock or other property. Neither the adoption of the Plan nor its
operation shall in any way affect the rights and power of the Company or of
any Subsidiary or Affiliate to dismiss and/or discharge any employee at any
time.

(b) Assignment or Pledge of Rights of Participant. No rights under the
Plan, contingent or otherwise, shall be assignable or subject to any
encumbrance, pledge or charge of any nature except that a Participant may
designate a beneficiary pursuant to the provisions of Section 9 hereof.

(c) Rights to Payments. No absolute right to any Award shall be
considered as having accrued to any Participant prior to the close of the
fiscal year with respect to which an Award is made and then such right
shall be absolute only with respect to any Current Portion thereof; the
Deferred Portion will continue to be forfeitable and subject to all of the
conditions of the Plan. No Participant shall have any enforceable right to
receive any Award made with respect to a fiscal year or to retain any
payment made with respect thereto if for any reason (death included) the
Participant, during such entire fiscal year, has not performed their duties
to the satisfaction of the Company.

9. DESIGNATION OF BENEFICIARY: A Participant may name a beneficiary to
receive any payment to which the Participant may be entitled under the Plan in
the event of their death, on a form to be provided by the Committee. A
Participant may change their beneficiary from time to time in the same manner.

If no designated beneficiary is living on the date on which any payment
becomes payable to a Participant's beneficiary, such payment will be payable to
the person or persons in the first of the following classes of successive
preference:

(a) Widow or Widower, if then living

(b) Surviving children, equally

(d) Surviving brothers and sisters, equally

(e) Executors or administrators

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and the term 'beneficiary' as used in the Plan shall include such person or
persons.

10. DEFERRAL OF PAYMENTS: Any portion of an Award deemed the Deferred
Portion under Section 5(a)(iv) shall be subject to the following:

(a) The Committee will, in its sole discretion, determine whether or
not a Deferred Portion may be elected by the Participant under an Award or
if a Deferred Portion shall be required. If a Deferred Portion election is
permitted for an Award, the Committee will establish guidelines regarding
the date by which such deferral election by the Participant must be made in
order to be effective.

(b) Concurrent with the establishment of a Deferred Portion for any
Award, the Participant shall determine, subject to the approval of the
Committee, the portion of any Participant's Deferred Portion that is to be
valued by reference to the Performance Incentive Fixed Income Fund
(hereinafter referred to as the 'Fixed Income Fund'), the portion that is
to be valued by reference to the Performance Incentive Equity Fund
(hereinafter referred to as the 'Equity Fund'), the portion that is to be
valued by reference to the Performance Incentive Company Stock Fund
(hereinafter referred to as the 'Stock Fund') and the portion that shall be
valued by reference to any other fund(s) which may be established by the
Committee for this purpose.

(c) Prior to the beginning of each fiscal year, the Committee shall
determine if the Fund(s) used to value the account of any Participant may
be changed from the Fund currently used to any other Fund established for
use under this Plan. Any such determination relating to a member of the
Committee shall be referred to the Board (or such Committee of the Board as
may be designated by the Board) for approval.

(d) Payment of the total amount of a Participant's Deferred Portions
shall be made to the Participant, or, in case of the death of the
Participant prior to the commencement of payments on account of such total
amount, to the Participant's beneficiary, in installments commencing as
soon as practical after the Participant shall cease, by reason of death or
otherwise, to be an employee of the Company. In case of the death of any
Participant after the commencement of payments on account of the total of
the Deferred Portions, the then remaining unpaid balance thereof shall
continue to be paid in installments, at such times and in such manner as if
such Participant were living, to the beneficiary(ies) of the Participant.
However, the Committee shall possess absolute discretion to accelerate the
time of payment of any remaining unpaid balance of the Deferred Portions to
any extent that it shall deem equitable and desirable under circumstances
where the Participant at the time of payment shall no longer be an employee
of the Company or shall have died.

(e) Conduct of Participant Following Termination of Employment. If,
following the date on which a Participant shall cease to be an employee of
the Company, the Participant shall at any time either discloses to
unauthorized persons confidential information relative to the business of
any of the Company or otherwise act or conduct themselves in a manner which
the Committee shall determine is inimical or contrary to the best interest
of the Company, the Company's obligation to make any further payment on
account of the Deferred Portions of such Participant shall forthwith
terminate.

(f) Assignment of Rights by Participant or Beneficiary. If any
Participant or beneficiary of a Participant shall attempt to assign their
rights under the Plan in violation of the provisions thereof, the Company's
obligation to make any further payments to such Participant or beneficiary
shall forthwith terminate.

(g) Determination of Breach of Conditions. The determination of the
Committee as to whether an event has occurred resulting in a forfeiture or
a termination or reduction of the Company's obligation in accordance with
the foregoing provisions of this paragraph 10 shall be conclusive.

(h) Fund Composition and Valuation. Deferred Portions of Awards under
the Plan shall be valued and maintained as follows:

(i) In accordance with the provisions, and subject to the
conditions, of the Plan and the Regulations, the Deferred Portion as
established by the Committee shall be valued in

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reference to the Participants' account(s) in the Equity Fund, in the
Fixed Income Fund, in the Company Stock Fund, and in any other Fund
established under this Plan. Account balances shall be maintained as
dollar values, units or share equivalents as appropriate based upon the
nature of the fund. For unit or share-based funds, the number of units
or shares credited shall be based upon the established unit or share
value as of the last day of the quarter preceding the crediting of the
Deferred Portion.

(ii) Investment income credited to Participants' accounts under the
Fixed Income Fund shall be determined by the Committee based upon the
prevailing rates of return experienced by the Company. The investment
income credited to participants under the Equity Fund shall be
established based upon an established market index reflecting the rate
of return on equity investments. The Company shall advise Participants
of the specific measures used and the current valuations of these Funds
as appropriate to facilitate deferral decisions, investment choices and
to communicate payout levels. The Company Stock Fund shall consist of
units valued as one share of Common Stock of the Company (par value
$.10).

(iii) Nothing contained in the Fund definitions in subparagraphs
10(h)(i) and 10(h)(ii) above shall require the Company to segregate or
earmark any cash, shares, stock or other property to determine Fund
values or maintain Participant account levels.

(iv) Alternative Funds. The establishment of the 'Fixed Income
Fund', the 'Equity Fund' and the 'Stock Fund' as detailed in
subparagraphs (i) and (ii) of this paragraph shall not preclude the
right of the Committee to direct the establishment of additional
investment funds ('Funds').

In establishing such Funds, the Committee shall determine the criteria to
be used for determining the value of such Funds.

(i) Accelerated Distributions. The Committee may, at its sole
discretion, allow for the early payment of a Participant's Deferred
Portion(s) in the event of an 'unforeseeable emergency'. An 'unforeseeable
emergency' is defined as an unanticipated emergency caused by an event
beyond the control of the Participant that would result in severe financial
hardship if the distribution were not permitted. Such distributions shall
be limited to the amount necessary to sufficiently address the financial
hardship. Any distributions under this provision shall be consistent with
all rules and regulations established under the Code.

11. MISCELLANEOUS:

(a) By accepting any benefits under the Plan, each Participant and
each person claiming under or through him shall be conclusively deemed to
have indicated acceptance and ratification of, and consent to, any action
taken or made to be taken or made under the Plan by the Company, the Board,
the Committee or any other committee appointed by the Board.

(b) Any action taken or decision made by the Company, the Board, the
Committee, or any other committee appointed by the Board arising out of or
in connection with the construction, administration, interpretation or
effect of the Plan or of the Regulations shall lie within its absolute
discretion, as the case may be, and shall be conclusive and binding upon
all Participants and all persons claiming under or through any
Participation.

(c) No member of the Board, the Committee, or any other committee
appointed by the Board shall be liable for any act or failure to act of any
other member, or of any officer, agent or employee of such Board or
Committee, as the case may be, or for any act or failure to act, except on
account of their own acts done in bad faith. The fact that a member of the
Board shall then be, shall theretofore have been or thereafter may be a
Participant in the Plan shall not disqualify them from voting at any time
as a director with regard to any matter concerning the Awards, or in favor
of or against any amendment or alteration of the Plan, provided that such
amendment or alteration shall provide no benefit for directors as such and
provided that such amendment or alteration shall be of general application.

(d) The Board, the Committee, or any other committee appointed by the
Board may rely upon any information supplied to them by any officer of the
Company or any Subsidiary and may rely

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upon the advice of counsel in connection with the administration of the
Plan and shall be fully protected in relying upon information or advice.

(e) Notwithstanding anything to the contrary in the Plan, neither the
Board nor the Committee shall have any authority to take any action under
the Plan where such action would affect the Company's ability to account
for any business combination as a 'pooling of interests.'

12. AMENDMENT OR DISCONTINUANCE: The Board may alter, amend, suspend or
discontinue the Plan, but may not, without approval of the holders of a majority
of the Company's Common Stock ($0.10 par value) and $2.00 Convertible Preferred
Stock ($1 par value) make any alteration or amendment thereof which would permit
the total payments under the Plan for any year to exceed the limitations
provided in paragraph 7 hereof or to allow for the issuance of Company Common
Stock in excess of the limitation provided in paragraph 6(c).

13. EFFECTIVE DATE: The Plan will be effective for all fiscal years
beginning with 1997 by action of the Board of Directors conditioned on and
subject to approval of the Plan, by a vote of the holders of a majority of the
shares of Common Stock and $2.00 Convertible Preferred Stock of the Company
present in person or by proxy at a duly held stockholders meeting at which a
quorum representing a majority of all outstanding voting stock is present.

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EXHIBIT B

BRISTOL-MYERS SQUIBB COMPANY
1997 STOCK INCENTIVE PLAN

1. PURPOSE: The purpose of the 1997 Stock Incentive Plan is to secure for
the Company and its stockholders the benefits of the incentive inherent in
common stock ownership by the officers and key employees of the Company and its
Subsidiaries and Affiliates who will be largely responsible for the Company's
future growth and continued financial success and by providing long-term
incentives in addition to current compensation to certain key executives of the
Company and its Subsidiaries and Affiliates who contribute significantly to the
long-term performance and growth of the Company and such Subsidiaries and
Affiliates. It is intended that the former purpose will be effected through the
granting of stock options, stock appreciation rights, dividend equivalents
and/or restricted stock under the Plan and that the latter purpose will be
effected through an award conditionally granting performance units or
performance shares under the Plan, either independently or in conjunction with
and related to a nonqualified stock option grant under the Plan.

2. DEFINITIONS: For purposes of this Plan:

(a) 'Affiliate' shall mean any entity in which the Company has an
ownership interest of at least 20%.

(b) 'Code' shall mean the Internal Revenue Code of 1986, as amended.

(d) 'Company' shall mean the Issuer (the Bristol-Myers Squibb
Company), its Subsidiaries and Affiliates.

(e) 'Disability' or 'Disabled' shall mean qualifying for and receiving
payments under a disability pay plan of the Company or any Subsidiary or
Affiliate.

(f) 'Exchange Act' shall mean the Securities Exchange Act of 1934, as
amended.

(g) 'Fair Market Value' shall mean the average of the high and low
sale prices of a share of Common Stock on the New York Stock Exchange, Inc.
composite tape on the date of measurement or on any date as determined by
the Committee and if there were no trades on such date, on the day on which
a trade occurred next preceding such date.

(h) 'Issuer' shall mean the Bristol-Myers Squibb Company.

(i) 'Prior Plan' shall mean the Bristol-Myers Squibb Company 1983
Stock Option Plan as amended and restated effective as of September 10,
1996.

(j) 'Retirement' shall mean termination of the employment of an
employee with the Company or a Subsidiary or Affiliate on or after (i) the
employee's 65th birthday or (ii) the employee's 55th birthday if the
employee has completed 10 years of service with the Company, its
Subsidiaries and/or its Affiliates. For purposes of this Section 2(j) and
all other purposes of this Plan, Retirement shall also mean termination of
employment of an employee with the Company or a Subsidiary or Affiliate for
any reason (other than the employee's death, disability, resignation,
willful misconduct or activity deemed detrimental to the interests of the
Company) where, on termination, the employee's age plus years of service
(rounded up to the next higher whole number) equals at least 70 and the
employee has completed 10 years of service with the Company, its
Subsidiaries and/or its Affiliates.

Furthermore, an employee who makes an election to retire under Article
19 of the Bristol-Myers Squibb Company Retirement Income Plan (the
'Retirement Income Plan') shall have any additional years of age and
service which are credited under Article 19 of the Retirement Income Plan
taken into account when determining such employee's age and service under
this Section 2(j). Such election shall be deemed a Retirement for purposes
of this Section 2(j) and all other purposes of this Plan.

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(k) 'Subsidiary' shall mean any corporation which at the time
qualifies as a subsidiary of the Company under the definition of
'subsidiary corporation' in Section 424 of the Code.

3. AMOUNT OF STOCK: The amount of stock which may be made subject to grants
of options or awards of performance units under the Plan in calendar year 1997
shall not exceed an amount equal to the amount of shares available for, and not
made subject to, grants of options or awards under the Prior Plan as of February
28, 1997. With respect to each succeeding year, the amount of stock which may be
made subject to grants of options or awards of performance units under the Plan
shall not exceed an amount equal to (i) 0.9% of the outstanding shares of the
Company's Common Stock on January 1 of such year plus, subject to this Section
3, (ii) in any year the number of shares equal to the amount of shares that were
available for grants and awards in the prior year but were not made subject to a
grant or award in such prior year and (iii) the number of shares that were
subject to options or awards granted hereunder or under the Prior Plan, which
options or awards terminated or expired in the prior year without being
exercised. No individual may be granted options or awards under Sections 6, 7 or
8 in the aggregate, in respect of more than 1,500,000 shares of the Company's
Common Stock in a calendar year; upon a change in stock the maximum number of
shares shall be adjusted in number and kind pursuant to Section 10. Aggregate
shares issued under performance share awards made pursuant to Section 7 and
restricted stock awards made pursuant to Section 8 may not exceed 10,000,000
shares over the life of the Plan. Common Stock issued hereunder may be
authorized and reissued shares or issued shares acquired by the Company or its
Subsidiaries on the market or otherwise.

4. ADMINISTRATION: The Plan shall be administered under the supervision of
the Board of Directors of the Company which shall exercise its powers, to the
extent herein provided, through the agency of a Compensation and Management
Development Committee (the 'Committee') which shall be appointed by the Board of
Directors of the Company. The Committee shall consist of not less than three (3)
members of the Board who meet the definition of 'outside director' under the
provisions of Section 162(m) of the Code and the definition of 'non-employee
directors' under the provisions of the Exchange Act or rules or regulations
promulgated thereunder. No member of the Committee shall have been within one
year prior to appointment to, or while serving on, the Committee granted or
awarded equity securities of the Company pursuant to this or any other plan of
the Company except to the extent that participation in any such plan or receipt
of any such grant or award would not adversely affect the Committee member's
status as a 'nonemployee director' or as an 'outside director'.

The Committee, from time to time, may adopt rules and regulations
('Regulations') for carrying out the provisions and purposes of the Plan and
make such other determinations, not inconsistent with the terms of the Plan, as
the Committee shall deem appropriate. The interpretation and construction of any
provision of the Plan by the Committee shall, unless otherwise determined by the
Board of Directors, be final and conclusive.

The Committee shall maintain a written record of its proceedings. A
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present, or acts
unanimously approved in writing, shall be the acts of the Committee.

5. ELIGIBILITY: Options and awards may be granted only to present or future
officers and key employees of the Company and its Subsidiaries and Affiliates,
including Subsidiaries and Affiliates which become such after the adoption of
the Plan. Any officer or key employee of the Company or of any such Subsidiary
or Affiliate shall be eligible to receive one or more options or awards under
the Plan. Any director who is not an officer or employee of the Company or one
of its Subsidiaries or Affiliates and any member of the Committee, during the
time of the member's service as such or thereafter, shall be ineligible to
receive an option or award under the Plan. The adoption of this Plan shall not
be deemed to give any officer or employee any right to an award or to be granted
an option to purchase Common Stock of the Company, except to the extent and upon
such terms and conditions as may be determined by the Committee.

6. STOCK OPTIONS: Stock options under the Plan shall consist of incentive
stock options under Section 422 of the Code or nonqualified stock options
(options not intended to qualify as incentive stock options), as the Committee
shall determine. In addition, the Committee may grant stock

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appreciation rights in conjunction with an option, as set forth in Section
6(b)(11), or may grant awards in conjunction with an option, as set forth in
Section 6(b)(10) (an 'Associated Option').

Each option shall be subject to the following terms and conditions:

(a) Grant of Options. The Committee shall (1) select the officers and
key employees of the Company and its Subsidiaries and Affiliates to whom
options may from time to time be granted, (2) determine whether incentive
stock options or nonqualified stock options are to be granted, (3)
determine the number of shares to be covered by each option so granted, (4)
determine the terms and conditions (not inconsistent with the Plan) of any
option granted hereunder (including but not limited to restrictions upon
the options, conditions of their exercise, or on the shares of Common Stock
issuable upon exercise thereof), (5) determine whether nonqualified stock
options or incentive stock options granted under the Plan shall include
stock appreciation rights and, if so, shall determine the terms and
conditions thereof in accordance with Section 6(b)(11) hereof, (6)
determine whether any nonqualified stock options granted under the Plan
shall be Associated Options, and (7) prescribe the form of the instruments
necessary or advisable in the administration of options.

(b) Terms and Conditions of Option. Any option granted under the Plan
shall be evidenced by a Stock Option Agreement executed by the Company and
the optionee, in such form as the Committee shall approve, which agreement
shall be subject to the following terms and conditions and shall contain
such additional terms and conditions not inconsistent with the Plan, and in
the case of an incentive stock option not inconsistent with the provisions
of the Code applicable to incentive stock options, as the Committee shall
prescribe:

(1) Number of Shares Subject to an Option. The Stock Option
Agreement shall specify the number of shares of Common Stock subject to
the Agreement. If the option is an Associated Option, the number of
shares of Common Stock subject to such Associated Option shall initially
be equal to the number of performance units or performance shares
subject to the award, but one share of Common Stock shall be canceled
for each performance unit or performance share paid out under the award.

(2) Option Price. The purchase price per share of Common Stock
purchasable under an option will be determined by the Committee but will
be not less than the Fair Market Value of a share of Common Stock on the
date of the grant of such option.

(3) Option Period. The period of each option shall be fixed by the
Committee, but no option shall be exercisable after the expiration of
ten years from the date the option is granted.

(4) Consideration. Each optionee, as consideration for the grant of
an option, shall remain in the continuous employ of the Company or of
one of its Subsidiaries or Affiliates for at least one year from the
date of the granting of such option, and no option shall be exercisable
until after the completion of such one year period of employment by the
optionee.

(5) Exercise of Option. An option may be exercised in whole or in
part from time to time during the option period (or, if determined by
the Committee, in specified installments during the option period) by
giving written notice of exercise to the Company specifying the number
of shares to be purchased, such notice to be accompanied by payment in
full of the purchase price and Withholding Taxes (as defined in Section
11 hereof), unless an election to defer receipt of shares is made under
Section 12, due either by certified or bank check, or in shares of
Common Stock of the Company owned by the optionee having a Fair Market
Value at the date of exercise equal to such purchase price, or in a
combination of the foregoing; provided, however, that payment in shares
of Common Stock of the Company will not be permitted unless at least 100
shares of Common Stock are required and delivered for such purpose. No
shares shall be issued until full payment therefor has been made. An
optionee shall have the rights of a stockholder only with respect to
shares of stock for which certificates have been issued to the optionee.

(6) Nontransferability of Options. No option or stock appreciation
right granted under the Plan shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and
such option or stock appreciation right shall be exercisable, during the

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<PAGE>
optionee's lifetime, only by the optionee. Notwithstanding the
foregoing, the Committee may set forth in a Stock Option Agreement at
the time of grant or thereafter, that the options (other than Incentive
Stock Options) may be transferred to members of the optionee's immediate
family, to trusts solely for the benefit of such immediate family
members and to partnerships in which such family members and/or trusts
are the only partners. For this purpose, immediate family means the
optionee's spouse, parents, children, stepchildren, grandchildren and
legal dependants. Any transfer of options made under this provision will
not be effective until notice of such transfer is delivered to the
Company.

(7) Retirement and Termination of Employment Other than by Death or
Disability. If an optionee shall cease to be employed by the Company or
any of its Subsidiaries or Affiliates for any reason (other than
termination of employment by reason of death or Disability) after the
optionee shall have been continuously so employed for one year after the
granting of the option, the option shall be exercisable only to the
extent that the optionee was otherwise entitled to exercise it at the
time of such cessation of employment with the Company, Subsidiary or
Affiliate, but in no event after the expiration of the option period set
forth therein except that in the case of cessation of employment other
than by reason of Retirement or death, the option shall in no event be
exercisable after the date three months next succeeding such cessation
of employment. The Plan does not confer upon any optionee any right with
respect to continuation of employment by the Company or any of its
Subsidiaries or Affiliates.

(8) Disability of Optionee. An optionee who ceases to be employed
by reason of Disability shall be treated as though the optionee remained
in the employ of the Company or a Subsidiary or Affiliate until the
earlier of (i) cessation of payments under a disability pay plan of the
Company, Subsidiary or Affiliate, (ii) the optionee's death, or (iii)
the optionee's 65th birthday.

(9) Death of Optionee. In the event of the death of the optionee
while in the employ of the Company or of any of its Subsidiaries or
Affiliates or within whichever period after Retirement or cessation of
employment of the optionee specified in subsection (7) or (8) is
applicable, and provided the optionee shall have been continuously so
employed for one year after the granting of the option, the option shall
be exercisable by the executors, administrators, legatees or
distributees of the optionee's estate, as the case may be, at any time
following death but in no event after the expiration of the option
period set forth therein and only to the extent that the optionee would
otherwise have been entitled to exercise it if the optionee were then
living, except that in the case of the death of an optionee after
Retirement or other cessation of employment, the option shall in no
event be exercisable after the later of (i) the date twelve months next
succeeding such death or (ii) the last day of the period after
Retirement or other cessation of employment of the optionee specified in
Section 6(b)(7). In the event any option is exercised by the executors,
administrators, legatees or distributees of the estate of a deceased
optionee, the Company shall be under no obligation to issue stock
thereunder unless and until the Company is satisfied that the person or
persons exercising the option are the duly appointed legal
representatives of the deceased optionee's estate or the proper legatees
or distributees thereof.

(10) Long-Term Performance Awards. The Committee may from time to
time grant nonqualified stock options under the Plan in conjunction with
and related to an award of performance units or performance shares made
under a Long-Term Performance Award as set forth in Section 7(b)(11). In
such event, notwithstanding any other provision hereof, (i) the number
of shares to which the Associated Option applies shall initially be
equal to the number of performance units or performance shares granted
by the award, but such number of shares shall be reduced on a
one-share-for-one unit or share basis to the extent that the Committee
determines pursuant to the terms of the award, to pay to the optionee or
the optionee's beneficiary the performance units or performance shares
granted pursuant to such award; and (ii) such Associated Option shall be
cancelable in the discretion of the Committee, without the consent of
the optionee, under the conditions and to the extent specified in the
award.

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<PAGE>
(11) Stock Appreciation Rights. In the case of any option granted
under the Plan, either at the time of grant or by amendment of such
option at any time after such grant there may be included a stock
appreciation right which shall be subject to such terms and conditions,
not inconsistent with the Plan, as the Committee shall impose, including
the following:

(A) A stock appreciation right shall be exercisable to the
extent, and only to the extent, that the option in which it is
included is at the time exercisable, and may be exercised within such
period only at such time or times as may be determined by the
Committee;

(B) A stock appreciation right shall entitle the optionee (or
any person entitled to act under the provisions of subsection (9)
hereof) to surrender unexercised the option in which the stock
appreciation right is included (or any portion of such option) to the
Company and to receive from the Company in exchange therefor that
number of shares having an aggregate value equal to (or, in the
discretion of the Committee, less than) the excess of the value of
one share (provided such value does not exceed such multiple of the
option price per share as may be specified by the Committee) over the
option price per share specified in such option times the number of
shares called for by the option, or portion thereof, which is so
surrendered. The Committee shall be entitled to cause the Company to
settle its obligation, arising out of the exercise of a stock
appreciation right, by the payment of cash equal to the aggregate
value of the shares the Company would otherwise be obligated to
deliver or partly by the payment of cash and partly by the delivery
of shares. Any such election shall be made within 30 business days
after the receipt by the Committee of written notice of the exercise
of the stock appreciation right. The value of a share for this
purpose shall be the Fair Market Value thereof on the last business
day preceding the date of the election to exercise the stock
appreciation right;

(C) No fractional shares shall be delivered under this
subsection (11) but in lieu thereof a cash adjustment shall be made;

(D) If a stock appreciation right included in an option is
exercised, such option shall be deemed to have been exercised to the
extent of the number of shares called for by the option or portion
thereof which is surrendered on exercise of the stock appreciation
right and no new option may be granted covering such shares under
this Plan; and

(E) If an option which includes a stock appreciation right is
exercised, such stock appreciation right shall be deemed to have been
canceled to the extent of the number of shares called for by the
option or portion thereof is exercised and no new stock appreciation
rights may be granted covering such shares under this Plan.

(12) Incentive Stock Options. In the case of any incentive stock
option granted under the Plan, the aggregate Fair Market Value of the
shares of Common Stock of the Company (determined at the time of grant
of each option) with respect to which incentive stock options granted
under the Plan and any other plan of the Company or its parent or a
Subsidiary which are exercisable for the first time by an employee
during any calendar year shall not exceed $100,000 or such other amount
as may be required by the Code. In any year, the maximum number of
shares with respect to which incentive stock options may be granted
shall not exceed 4,000,000 shares.

(13) Rights of Transferee. Notwithstanding anything to the contrary
herein, if an option has been transferred in accordance with Section
6(b)(6), the option shall be exercisable solely by the transferee. The
option shall remain subject to the provisions of the Plan, including
that it will be exercisable only to the extent that the optionee or
optionee's estate would have been entitled to exercise it if the
optionee had not transferred the option. In the event of the death of
the transferee prior to the expiration of the right to exercise the
option, the option shall be exercisable by the executors,
administrators, legatees and distributees of the transferee's estate, as
the case may be for a period of one year following the date of the
transferee's death but in no event be exercisable after the expiration
of the option period set forth in the Stock

B-5

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<PAGE>
Option Agreement. The option shall be subject to such other rules as the
Committee shall determine.

7. LONG-TERM PERFORMANCE AWARDS: Awards under the Plan shall consist of the
conditional grant to the participants of a specified number of performance units
or performance shares. The conditional grant of a performance unit to a
participant will entitle the participant to receive a specified dollar value,
variable under conditions specified in the award, if the performance objectives
specified in the award are achieved and the other terms and conditions thereof
are satisfied. The conditional grant of a performance share to a participant
will entitle the participant to receive a specified number of shares of Common
Stock of the Company, or the equivalent cash value, if the objective(s)
specified in the award are achieved and the other terms and conditions thereof
are satisfied.

Each award will be subject to the following terms and conditions:

(a) Grant of Awards. The Committee shall (1) select the officers and
key executives of the Company and its Subsidiaries and Affiliates to whom
awards may from time to time be granted, (2) determine the number of
performance units or performance shares covered by each award, (3)
determine the terms and conditions of each performance unit or performance
share awarded and the award period and performance objectives with respect
to each award, (4) determine the periods during which a participant may
request the Committee to approve deferred payment of a percentage (not less
than 25%) of an award (the 'Deferred Portion') and the interest or rate of
return thereon or the basis on which such interest or rate of return
thereon is to be determined, (5) determine whether payment with respect to
the portion of an award which has not been deferred (the 'Current Portion')
and the payment with respect to the Deferred Portion of an award shall be
made entirely in cash, entirely in Common Stock or partially in cash and
partially in Common Stock, (6) determine whether the award is to be made
independently of or in conjunction with a nonqualified stock option granted
under the Plan, and (7) prescribe the form of the instruments necessary or
advisable in the administration of the awards.

(b) Terms and Conditions of Award. Any award conditionally granting
performance units or performance shares to a participant shall be evidenced
by a Performance Unit Agreement or Performance Share Agreement, as
applicable, executed by the Company and the participant, in such form as
the Committee shall approve, which Agreement shall contain in substance the
following terms and conditions applicable to the award and such additional
terms and conditions as the Committee shall prescribe:

(1) Number and Value of Performance Units. The Performance Unit
Agreement shall specify the number of performance units conditionally
granted to the participant. If the award has been made in conjunction
with the grant of an Associated Option, the number of performance units
granted shall initially be equal to the number of shares which the
participant is granted the right to purchase pursuant to the Associated
Option, but one performance unit shall be canceled for each share of the
Company's Common Stock purchased upon exercise of the Associated Option
or for each stock appreciation right included in such option that has
been exercised. The Performance Unit Agreement shall specify the
threshold, target and maximum dollar values of each performance unit and
corresponding performance objectives as provided under Section 6(b)(5).
No payout under a performance unit award to an individual Participant
may exceed 0.15% of the pre-tax earnings of the Company for the fiscal
year which coincides with the final year of the performance unit period.

(2) Number and Value of Performance Shares. The Performance Share
Agreement shall specify the number of performance shares conditionally
granted to the participant. If the award has been made in conjunction
with the grant of an Associated Option, the number of performance shares
granted shall initially be equal to the number of shares which the
participant is granted the right to purchase pursuant to the Associated
Option, but one performance share shall be canceled for each share of
the Company's Common Stock purchased upon exercise of the Associated
Option or for each stock appreciation right included in such option that
has been exercised. The Performance Share Agreement shall

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<PAGE>
specify that each Performance Share will have a value equal to one (1)
share of Common Stock of the Company.

(3) Award Periods. For each award, the Committee shall designate an
award period with a duration to be determined by the Committee in its
discretion but in no event less than three calendar years within which
specified performance objectives are to be attained. There may be
several award periods in existence at any one time and the duration of
performance objectives may differ from each other.

(4) Consideration. Each participant, as consideration for the award
of performance units or performance shares, shall remain in the
continuous employ of the Company or of one of its Subsidiaries or
Affiliates for at least one year after the date of the making of such
award, and no award shall be payable until after the completion of such
one year of employment by the participant.

(5) Performance Objectives. The Committee shall establish
performance objectives with respect to the Company for each award period
on the basis of such criteria and to accomplish such objectives as the
Committee may from time to time determine. Performance criteria for
awards under the Plan may include one or more of the following measures
of the operating performance:

<TABLE>
<S> <C> <C> <C>
a. Earnings d. Financial return ratios
b. Revenue e. Total Shareholder Return
c. Operating or net cash flows f. Market share

</TABLE>

The Committee shall establish the specific targets for the selected
criteria. These targets may be set at a specific level or may be
expressed as relative to the comparable measure at comparison
companies or a defined index. These targets may be based upon the
total Company or upon a defined business unit which the executive
has responsibility for or influence over.

(6) Determination and Payment of Performance Units or Performance
Shares Earned. As soon as practicable after the end of an award period,
the Committee shall determine the extent to which awards have been
earned on the basis of the Company's actual performance in relation to
the established performance objectives as set forth in the Performance
Unit Agreement or Performance Share Agreement and certify these results
in writing. The Performance Unit Agreement or Performance Share
Agreement shall specify that as soon as practicable after the end of
each award period, the Committee shall determine whether the conditions
of Sections 7(b)(4) and 7(b)(5) hereof have been met and, if so, shall
ascertain the amount payable or shares which should be distributed to
the participant in respect of the performance units or performance
shares. As promptly as practicable after it has determined that an
amount is payable or should be distributed in respect of an award, the
Committee shall cause the Current Portion of such award to be paid or
distributed to the participant or the participant's beneficiaries, as
the case may be, in the Committee's discretion, either entirely in cash,
entirely in Common Stock or partially in cash and partially in Common
Stock. The Deferred Portion of an award shall be contingently credited
and payable to the participant over a deferred period and shall be
credited with interest, rate of return, or other valuation as determined
by the Committee. The Committee, in its discretion, shall determine the
conditions upon, and method of, payment of such Deferred Portions and
whether such payment will be made entirely in cash, entirely in Common
Stock or partially in cash and partially in Common Stock.

In making the payment of an award in Common Stock hereunder, the
cash equivalent of such Common Stock shall be determined by the Fair
Market Value of the Common Stock on the day the Committee designates the
performance units shall be payable.

(7) Nontransferability of Awards and Designation of Beneficiaries.
No award under this Section of the Plan shall be transferable by the
participant other than by will or by the laws of descent and
distribution, except that a participant may designate a beneficiary
pursuant to the provisions hereof.

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<PAGE>
If any participant or the participant's beneficiary shall attempt
to assign the participant's rights under the Plan in violation of the
provisions thereof, the Company's obligation to make any further
payments to such participant or the participant's beneficiaries shall
forthwith terminate.

A participant may name one or more beneficiaries to receive any
payment of an award to which the participant may be entitled under the
Plan in the event of the participant's death, on a form to be provided
by the Committee. A participant may change the participant's beneficiary
designation from time to time in the same manner.

If no designated beneficiary is living on the date on which any
payment becomes payable to a participant's beneficiary, or if no
beneficiary has been specified by the participant, such payment will be
payable to the person or persons in the first of the following classes
of successive preference:

(i) Widow or widower, if then living,

(ii) Surviving children, equally,

(iii) Surviving parents, equally,

(iv) Surviving brothers and sisters, equally,

(v) Executors or administrators

and the term 'beneficiary' as used in the Plan shall include such
person or persons.

(8) Retirement and Termination of Employment Other Than by Death or
Disability. In the event of the Retirement prior to the end of an award
period of a participant who has satisfied the one year employment
requirement of Section 7(b)(4) with respect to an award prior to
Retirement, the participant, or his estate, shall be entitled to a
payment of such award at the end of the award period, pursuant to the
terms of the Plan and the participant's Performance Unit Agreement or
Performance Share Agreement, provided, however, that the participant
shall be deemed to have earned that proportion (to the nearest whole
unit or share) of the value of the performance units or performance
shares granted to the participant under such award as the number of
months of the award period which have elapsed since the first day of the
calendar year in which the award was made to the end of the month in
which the participant's Retirement occurs, bears to the total number of
months in the award period, subject to the attainment of performance
objectives associated with the award as certified by the Committee. The
participant's right to receive any remaining performance units or
performance shares shall be canceled and forfeited.

Subject to Section 7(b)(6) hereof, the Performance Unit Agreement
or Performance Share Agreement shall specify that the right to receive
the performance units or performance shares granted to such participant
shall be conditional and shall be canceled, forfeited and surrendered if
the participant's continuous employment with the Company and its
Subsidiaries and Affiliates shall terminate for any reason, other than
the participant's death, Disability or Retirement prior to the end of
the award period.

(9) Disability of Participant. For the purposes of any award a
participant who becomes Disabled shall be deemed to have suspended
active employment by reason of Disability commencing on the date the
participant becomes entitled to receive payments under a disability pay
plan of the Company or any Subsidiary or Affiliate and continuing until
the date the participant is no longer entitled to receive such payments.
In the event a participant becomes Disabled during an award period but
only if the participant has satisfied the one year employment
requirement of Section 7(b)(4) with respect to an award prior to
becoming Disabled, upon the determination by the Committee of the extent
to which an award has been earned pursuant to Section 7(b)(6) the
participant shall be deemed to have earned that proportion (to the
nearest whole unit) of the value of the performance units granted to the
participants under such award as the number of months of the award
period in which the participant was not Disabled bears to the total
number of months in the award period subject to the attainment of the
performance objectives associated with the award as certified by the

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<PAGE>
Committee. The participant's right to receive any remaining performance
units shall be canceled and forfeited.

(10) Death of Participant. In the event of the death prior to the
end of an award period of a participant who has satisfied the one year
employment requirement with respect to an award prior to the date of
death, the participant's beneficiaries or estate, as the case may be,
shall be entitled to a payment of such award upon the end of the award
period, pursuant to the terms of the Plan and the participant's
Performance Unit Agreement or Performance Share Agreement, provided,
however, that the participant shall be deemed to have earned that
proportion (to the nearest whole unit or share) of the value of the
performance units or performance shares granted to the participant under
such award as the number of months of the award period which have
elapsed since the first day of the calendar year in which the award was
made to the end of the month in which the participant's death occurs,
bears to the total number of months in the award period. The
participant's right to receive any remaining performance units or
performance shares shall be canceled and forfeited.

The Committee may, in its discretion, waive, in whole or in part,
such cancellation and forfeiture of any performance units or performance
shares.

(11) Grant of Associated Option. If the Committee determines that
the conditional grant of performance units or performance shares under
the Plan is to be made to a participant in conjunction with the grant of
a nonqualified stock option under the Plan, the Committee shall grant
the participant an Associated Option under the Plan subject to the terms
and conditions of this subsection (11). In such event, such award under
the Plan shall be contingent upon the participant's being granted such
an Associated Option pursuant to which: (i) the number of shares the
optionee may purchase shall initially be equal to the number of
performance units or performance shares conditionally granted by the
award, (ii) such number of shares shall be reduced on a
one-share-for-one-unit or share basis to the extent that the Committee
determines, pursuant to Section 7(b)(6) hereof, to pay to the
participant or the participant's beneficiaries the performance units or
performance shares conditionally granted pursuant to the award, and
(iii) the Associated Option shall be cancelable in the discretion of the
Committee, without the consent of the participant, under the conditions
and to the extent specified herein and in Section 7(b)(6) hereof.

If no amount is payable in respect of the conditionally granted
performance units or performance shares, the award and such performance
units or performance shares shall be deemed to have been canceled,
forfeited and surrendered, and the Associated Option, if any, shall
continue in effect in accordance with its terms. If any amount is
payable in respect of the performance units or performance shares and
such units or shares were granted in conjunction with an Associated
Option, the Committee shall, within 30 days after the determination of
the Committee referred to in the first sentence of Section 7(b)(6),
determine, in its sole discretion, either:

(a) to cancel in full the Associated Option, in which event the
value of the performance units or performance shares payable pursuant
to Sections 7(b)(5) and (6) shall be paid or the performance shares
shall be distributed;

(b) to cancel in full the performance units or performance
shares, in which event no amount shall be paid to the participant in
respect thereof and no shares shall be distributed but the Associated
Option shall continue in effect in accordance with its terms; or

(c) to cancel some, but not all, of the performance units or
performance shares, in which event the value of the performance units
payable pursuant to Sections 7(b)(5) and (6) which have not been
canceled shall be paid and/or the performance shares shall be
distributed and the Associated Option shall be canceled with respect
to that number of shares equal to the number of conditionally granted
performance units or performance shares that remain payable.

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<PAGE>
Any action taken by the Committee pursuant to the preceding
sentence shall be uniform with respect to all awards having the same
award period. If the Committee takes no such action, it shall be deemed
to have determined to cancel in full the award in accordance with clause
(b) above.

8. RESTRICTED STOCK: Restricted stock awards under the Plan shall consist
of grants of shares of Common Stock of the Issuer subject to the terms and
conditions hereinafter provided.

(a) Grant of Awards: The Committee shall (i) select the officers and key
employees to whom Restricted Stock may from time to time be granted, (ii)
determine the number of shares to be covered by each award granted, (iii)
determine the terms and conditions (not inconsistent with the Plan) of any award
granted hereunder, and (iv) prescribe the form of the agreement, legend or other
instrument necessary or advisable in the administration of awards under the
Plan.

(b) Terms and Conditions of Awards: Any restricted stock award granted
under the Plan shall be evidenced by a Restricted Stock Agreement executed by
the Issuer and the recipient, in such form as the Committee shall approve, which
agreement shall be subject to the following terms and conditions and shall
contain such additional terms and conditions not inconsistent with the Plan as
the Committee shall prescribe:

(1) Number of Shares Subject to an Award: The Restricted Stock
Agreement shall specify the number of shares of Common Stock subject to the
Award.

(2) Restriction Period: The period of restriction applicable to each
Award shall be established by the Committee but may not be less than one
year. The Restriction Period applicable to each Award shall commence on the
Award Date.

(3) Consideration: Each recipient, as consideration for the grant of
an award, shall remain in the continuous employ of the Company for at least
one year from the date of the granting of such award, and any shares
covered by such an award shall lapse if the recipient does not remain in
the continuous employ of the Company for at least one year from the date of
the granting of the award.

(4) Restriction Criteria: The Committee shall establish the criteria
upon which the restriction period shall be based. Restrictions may be based
upon either the continued employment of the recipient or upon the
attainment by the Company of one or more of the following measures of the
operating performance:

<TABLE>
<S> <C> <C> <C>
a. Earnings d. Financial return ratios
b. Revenue e. Total Shareholder Return
c. Operating or net cash flows f. Market share
</TABLE>

The Committee shall establish the specific targets for the selected
criteria. These targets may be set at a specific level or may be expressed as
relative to the comparable measure at comparison companies or a defined index.
Performance objectives may be established in combination with restrictions based
upon the continued employment of the recipient. These targets may be based upon
the total Company or upon a defined business unit which the executive has
responsibility for or influence over.

In cases where objective performance criteria are established, the
Committee shall determine the extent to which the criteria have been achieved
and the corresponding level to which restrictions will be removed from the Award
or the extent to which a participant's right to receive an Award should be
lapsed in cases where the performance criteria have not been met and shall
certify these determinations in writing. The Committee may provide for the
determination of the attainment of such restrictions in installments where
deemed appropriate.

(c) Terms and Conditions of Restrictions and Forfeitures: The shares of
Common Stock awarded pursuant to the Plan shall be subject to the following
restrictions and conditions:

(1) During the Restriction Period, the participant will not be
permitted to sell, transfer, pledge or assign Restricted Stock awarded
under this Plan.

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(2) Except as provided in Section 8(c)(i), or as the Committee may
otherwise determine, the participant shall have all of the rights of a
stockholder of the Issuer, including the right to vote the shares and
receive dividends and other distributions provided that distributions in
the form of stock shall be subject to the same restrictions as the
underlying Restricted Stock.

(3) In the event of a participant's retirement, death or disability
prior to the end of the Restriction Period for a participant who has
satisfied the one year employment requirement of Section 7(c)(iii) with
respect to an award prior to Retirement, death or Disability, the
participant, or his/her estate, shall be entitled to receive that
proportion (to the nearest whole share) of the number of shares subject to
the Award granted as the number of months of the Restriction Period which
have elapsed since the Award date to the date at which the participant's
retirement, death or disability occurs, bears to the total number of months
in the Restriction Period. The participant's right to receive any remaining
shares shall be canceled and forfeited and the shares will be deemed to be
reacquired by the Issuer.

(4) In the event of a participant's retirement, death, disability or
in cases of special circumstances as determined by the Committee, the
Committee may, in its sole discretion when it finds that such an action
would be in the best interests of the Company, accelerate or waive in whole
or in part any or all remaining time based restrictions with respect to all
or part of such participant's Restricted Stock.

(5) Upon termination of employment for any reason during the
restriction period, subject to the provisions of paragraph (iii) above or
in the event that the participant fails promptly to pay or make
satisfactory arrangements as to the withholding taxes as provided in the
following paragraph, all shares still subject to restriction shall be
forfeited by the participant and will be deemed to be reacquired by the
Company.

(6) A participant may, at any time prior to the expiration of the
Restriction Period, waive all right to receive all or some of the shares of
a Restricted Stock Award by delivering to the Company a written notice of
such waiver.

(7) Notwithstanding the other provisions of this Section 7, the
Committee may adopt rules which would permit a gift by a participant of
restricted shares to members of his/her immediate family (spouse, parents,
children, stepchildren, grandchildren or legal dependants) or to a Trust
whose beneficiary or beneficiaries shall be either such a person or persons
or the participant.

(8) Any attempt to dispose of Restricted Stock in a manner contrary to
the restrictions shall be ineffective.

9. DETERMINATION OF BREACH OF CONDITIONS: The determination of the
Committee as to whether an event has occurred resulting in a forfeiture or a
termination or reduction of the Company's obligations in accordance with the
provisions of the Plan shall be conclusive.

10. ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK: In the event of changes in
the outstanding Common Stock of the Company by reason of stock dividends,
recapitalization, mergers, consolidations, split-ups, combinations or exchanges
of shares and the like, the aggregate number and class of shares available under
the Plan, and the number, class and the price of shares subject to outstanding
options and/or awards and the number of performance units and/or the dollar
value of each unit shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.

11. TAXES: Each participant shall, no later than the Tax Date (as defined
below), pay to the Company, or make arrangements satisfactory to the Committee
regarding payment of, any Withholding Tax (as defined below) with respect to an
Option or Award, and the Company shall, to the extent permitted by law, have the
right to deduct such amount from any payment of any kind otherwise due to the
participant. The Company shall also have the right to retain or sell without
notice, or to demand surrender of, shares of Common Stock in value sufficient to
cover the amount of any Withholding Tax (that is that portion of any Applicable
Tax, as defined below, required by any governmental entity to be withheld or
otherwise deducted and paid with respect to such Award), and to make payment (or
to reimburse itself for payment made) to the appropriate taxing authority of an
amount in cash equal to the amount of such Withholding Tax, remitting any
balance to the participant. For purposes of the paragraph, the value of shares
of Common Stock so retained or surrendered shall be the average of

B-11

<PAGE>

<PAGE>
the high and low sales prices per share on the New York Stock Exchange composite
tape on the date that the amount of the Withholding Tax is to be determined (the
'Tax Date') and the value of shares of Common Stock so sold shall be the actual
net sale price per share (after deduction of commissions) received by the
Company.

Notwithstanding the foregoing, the participant shall be entitled to satisfy
the obligation to pay any Withholding Tax or to satisfy the obligation to pay
any tax to any governmental entity in respect of such Award, including any
Federal, state or local income tax up to an amount determined on the basis of
the highest marginal tax rate applicable to such participant, Federal Insurance
Contribution Act taxes or other governmental impost or levy (an 'Applicable
Tax'), in whole or in part, by providing the Company with funds sufficient to
enable the Company to pay such Withholding Tax or Applicable Tax or by requiring
the Company to retain or to accept upon delivery thereof by the participant
shares of Common Stock having a Fair Market Value sufficient to cover the amount
of such Withholding Tax or Applicable Tax or in a greater amount as deemed
appropriate by the Company. Each election by a participant to have shares
retained or to deliver shares for this purpose shall be subject to the following
restrictions: (i) the election must be in writing and be made on or prior to the
Tax Date; (ii) the election must be irrevocable; (iii) the election shall be
subject to the disapproval of the Committee.

12. DEFERRAL ELECTION: Notwithstanding the provisions of Section 11, any
optionee or participant may elect, with the concurrence of the Committee and
consistent with any rules and regulations established by the Committee, to defer
the delivery of the proceeds of the exercise of any stock option not transferred
under the provisions of Section 6(b)(6) or stock appreciation rights.

(a) Election Timing: The election to defer the delivery of the
proceeds from any eligible award must be made at least six months prior to
the date such award is exercised or at such other time as the Committee may
specify. Deferrals will only be allowed for exercises which occur while the
optionee or participant is an active employee of the Company. Any election
to defer the delivery of proceeds from an eligible award shall be
irrevocable as long as the optionee or participant remains an employee of
the Company.

(b) Stock Option Deferral: The deferral of the proceeds of stock
options may be elected by an optionee subject to the Regulations
established by the Committee. The proceeds from such an exercise shall be
credited to the optionee's deferred stock option account as the number of
deferred share units equivalent in value to those proceeds. Deferred share
units shall be valued at the Fair Market Value on the date of exercise.
Subsequent to exercise, the deferred share units shall be valued at the
Fair Market Value of Common Stock of the Company. Deferred share units
shall accrue dividends at the rate paid upon the Company's Common Stock
credited in the form of additional deferred share units. Deferred share
units shall be distributed in shares of Company Stock upon the termination
of employment of the participant or at such other date as may be approved
by the Committee over a period of no more than 10 years.

(c) Stock Appreciation Right Deferral: Upon such exercise, the Company
will credit the optionee's deferred stock option account with the number of
deferred share units equivalent in value to the difference between the Fair
Market Value of a share of Common Stock on the exercise date and the
exercise price of the Stock Appreciation Right multiplied by the number of
shares exercised. Deferred share units shall be valued at the Fair Market
Value on the date of exercise. Subsequent to exercise, the deferred share
units shall be valued at the Fair Market Value of Common Stock of the
Company. Deferred share units shall accrue dividends at the rate paid upon
the Company's Common Stock credited in the form of additional deferred
share units. Deferred share units shall be distributed in shares of Common
Stock upon the termination of employment of the participant or at such
other date as may be approved by the Committee over a period of no more
than 10 years.

(d) Accelerated Distributions: The Committee may, at its sole
discretion, allow for the early payment of an optionee's or participant's
deferred share units account in the event of an 'unforeseeable emergency'
or in the event of the death or disability of the optionee or participant.
An 'unforeseeable emergency' is defined as an unanticipated emergency
caused by an event beyond the control of the optionee or participant that
would result in severe financial hardship if the distribution were not
permitted. Such distributions shall be limited to the amount necessary to

B-12

<PAGE>

<PAGE>
sufficiently address the financial hardship. Any distributions under this
provision shall be consistent with the Regulations established under the
Code. Additionally, the Committee may use its discretion to cause deferred
share unit accounts to be distributed when continuing the Program is no
longer in the best interest of the Company.

(e) Assignability: No rights to deferred share unit accounts may be
assigned or subject to any encumbrance, pledge or charge of any nature
except that an optionee or participant may designate a beneficiary pursuant
to any rules established by the Committee.

13. AMENDMENT OF THE PLAN: The Board of Directors may amend or suspend the
Plan at any time and from time to time. No such amendment of the Plan may,
however, increase the maximum number of shares to be offered under options or
awards, or change the manner of determining the option price, or change the
designation of employees or class of employees eligible to receive options or
awards, or permit the transfer or issue of stock before payment therefor in
full, or, without the written consent of the optionee or participant, alter or
impair any option or award previously granted under the Plan or Prior Plan.
Notwithstanding the foregoing, if an option has been transferred in accordance
with Section 6(b)(6), written consent of the transferee (and not the optionee)
shall be necessary to alter or impair any option or award previously granted
under the Plan.

14. MISCELLANEOUS:

(a) By accepting any benefits under the Plan, each optionee or
participant and each person claiming under or through such optionee or
participant shall be conclusively deemed to have indicated acceptance and
ratification of, and consent to, any action taken or made to be taken or
made under the Plan by the Company, the Board, the Committee or any other
Committee appointed by the Board.

(b) No participant or any person claiming under or through him shall
have any right or interest, whether vested or otherwise, in the Plan or in
any option, or stock appreciation right or award thereunder, contingent or
otherwise, unless and until all of the terms, conditions and provisions of
the Plan and the Agreement that affect such participant or such other
person shall have been complied with.

(c) Nothing contained in the Plan or in any Agreement shall require
the Company to segregate or earmark any cash or other property.

(d) Neither the adoption of the Plan nor its operation shall in any
way affect the rights and powers of the Company or any of its Subsidiaries
or Affiliates to dismiss and/or discharge any employee at any time.

15. TERM OF THE PLAN: The Plan, if approved by stockholders, will be
effective May 6, 1997. The Plan shall expire on May 31, 2002 unless suspended or
discontinued by action of the Board of Directors. The expiration of the Plan,
however, shall not affect the rights of Optionees under options theretofore
granted to them or the rights of participants under awards theretofore granted
to them, and all unexpired options and awards shall continue in force and
operation after termination of the Plan except as they may lapse or be
terminated by their own terms and conditions.

B-13

<PAGE>

YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY

[Logo] Bristol-Myers Squibb Company

[Logo] Printed on recycled paper

<PAGE>

APPENDIX 1
NOTICE OF SAVINGS CARD

<PAGE>

<PAGE>
[Logo] Bristol-Myers Squibb Company

BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM

The enclosed Notice of 1997 Annual Meeting and Proxy Statement is being provided
to you as a participant in the Bristol-Myers Squibb Company Savings and
Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift
Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment
Program pursuant to regulations of the Securities and Exchange Commission.

These regulations are designed to provide you with current information regarding
Bristol-Myers Squibb Company and Bristol-Myers Squibb Company Common Stock which
represents the investment of the Company Stock-based fund in the Bristol-Myers
Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company
Employee Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc.
Savings and Investment Program.

If you are the owner of record of Bristol-Myers Squibb shares outside the Plans,
a copy of the 1996 Annual Report has already been sent to you as a registered
owner; otherwise a copy of the 1996 Annual Report is enclosed.

Participants who had funds invested in one of the Company Stock-based funds on
the record date for the 1997 Annual Meeting additionally receive the opportunity
to instruct the Trustee of the Bristol-Myers Squibb Company Savings and
Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift
Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment
Program how to vote the Common Stock attributable to their accounts at the 1997
Annual Meeting of Stockholders.

Since you did not have any funds invested in the Company's Stock-based funds of
any of these Plans on the record date for the 1997 Annual Meeting, NO ACTION IS
REQUIRED ON YOUR PART.

PLEASE HELP US

We attempt to eliminate all duplicate mailings to the extent permitted under
applicable laws and regulations. If you receive duplicate mailings of any of the
enclosed materials using different versions of your name and/or address, please
send us copies of all the address imprints for all the materials you received
and indicate the preferred name and/or address you want us to use for all the
mailings.

We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Third Floor, Bristol-Myers Squibb Company, 345
Park Avenue, New York, New York 10154.

<PAGE>

APPENDIX 2
NOMINEE CARD

<PAGE>

PROXY [LOGO] Bristol-Myers Squibb Company
- - --------------------------------------------------------------------------------

ANNUAL MEETING OF STOCKHOLDERS MAY 6, 1997

The undersigned hereby appoints C.A. HEIMBOLD, JR., E.V. FUTTER and K.E.
WEG, and each of them, proxies, with full power of substitution in each of them,
for and on behalf of the undersigned to vote as proxies, as directed and
permitted herein, at the Annual Meeting of Stockholders of the Company to be
held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on May
6, 1997 at 9:45 A.M., and at any adjournments thereof upon matters set forth in
the Proxy Statement and, in their judgment and discretion, upon such other
business as may properly come before the meeting.

- - --------------------------------------------------------------------------------
PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE VOTED.
IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4 AND
5 AND AGAINST PROPOSAL 6.
- - --------------------------------------------------------------------------------

PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

<PAGE>

X Please mark
your votes as
indicated in
this example

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSALS 1, 2, 3, 4 AND 5.

FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS [ ] [ ] 3. APPROVAL OF INCREASE [ ] [ ] [ ]
R. E. ALLEN, IN AUTHORIZED SHARES
J. D. MACOMBER AND
J. D. ROBINSON III FOR AGAINST ABSTAIN
4. APPROVAL OF EXECUTIVE [ ] [ ] [ ]
PERFORMANCE INCENTIVE
WITHHELD FOR THE FOLLOWING NOMINEE(S) PLAN
ONLY:
_____________________________________
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
2. APPOINTMENT OF [ ] [ ] [ ] 5. APPROVAL OF 1997 STOCK [ ] [ ] [ ]
ACCOUNTANTS INCENTIVE PLAN

</TABLE>

THE BOARD OF DIRECTORS
RECOMMENDS A VOTE
"AGAINST" PROPOSAL 6.

FOR AGAINST ABSTAIN
6. ANNUAL ELECTION OF [ ] [ ] [ ]
DIRECTORS

PLEASE SIGN HERE exactly as your name(s)
appear(s) to the left
Signature
- - --------------------------------------------
Signature
- - --------------------------------------------
Dated
- - --------------------------------------------
When signing as attorney, executor, administrator, trustee or guardian, please
give full title. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

<PAGE>

<PAGE>
APPENDIX 3
VOTING INSTRUCTION CARD

<PAGE>

<PAGE>
[LOGO] Bristol-Myers Squibb Company

PROXY VOTING INSTRUCTIONS

BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM

To Trustee:

The undersigned hereby directs the Trustee to vote, in person or by proxy, at
the Annual Meeting of Stockholders of Bristol-Myers Squibb Company to be held on
May 6, 1997 or any adjournment thereof, all full and fractional shares of Common
Stock of Bristol-Myers Squibb Company credited to my account under the
Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers
Squibb Company Employee Incentive Thrift Plan or the Bristol-Myers Squibb Puerto
Rico, Inc. Savings and Investment Program as indicated on the reverse side.

----------------------------

The enclosed Notice of the 1997 Annual Meeting and Proxy Statement is being
provided to you as a participant in the Bristol-Myers Squibb Company Savings and
Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift
Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment
Program.

If you are also the owner of record of Bristol-Myers Squibb shares outside the
Plans, a copy of the 1996 Annual Report has already been sent to you as a
registered owner; otherwise a copy of the 1996 Annual Report is enclosed.

Participants in any of the Plans who had funds invested in a Bristol-Myers
Squibb Company Common Stock-based investment fund on the record date for the
1997 Annual Meeting may instruct the plan Trustee how to vote the shares
attributable to their account by completing the reverse side of this card and
returning it by April 25, 1997. Shares of Common Stock for which no voting
instructions are received by the Trustee by April 25, 1997 will be voted in the
same proportion as the shares as to which it has received instructions.

Bristol-Myers Squibb Company urges you to COMPLETE, DATE, SIGN and RETURN this
confidential voting instruction card TODAY.

- - --------------------------------------------------------------------------------

IMPORTANT PLEASE COMPLETE REVERSE AND RETURN

PLEASE HELP US

We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Third Floor, Bristol-Myers Squibb Company, 345
Park Avenue, New York, New York 10154.

<PAGE>

The shares represented by these Voting Instructions will be voted as directed
below. WHERE NO DIRECTION IS GIVEN WHEN THE SIGNED VOTING INSTRUCTIONS ARE
RETURNED, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2, 3, 4 AND 5 AND AGAINST
ITEM 6.

Please mark
your votes as X
indicated in
this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3, 4 AND 5.

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS [ ] [ ] 3. APPROVAL OF INCREASE [ ] [ ] [ ]
R. E. ALLEN, IN AUTHORIZED SHARES
J. D. MACOMBER AND
J. D. ROBINSON III FOR AGAINST ABSTAIN
4. APPROVAL OF EXECUTIVE [ ] [ ] [ ]
WITHHELD FOR THE FOLLOWING NOMINEE(S) PERFORMANCE INCENTIVE
ONLY (WRITE NAME(S) BELOW): PLAN
_____________________________________

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
2. APPOINTMENT OF [ ] [ ] [ ] 5. APPROVAL OF 1997 STOCK [ ] [ ] [ ]
ACCOUNTANTS INCENTIVE PLAN

</TABLE>

THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST"
PROPOSAL 6.

<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
6. ANNUAL ELECTION OF [ ] [ ] [ ]
DIRECTORS
</TABLE>

Signature ____________________________________________________ Date ____________

FOLD AND DETACH HERE
RETURN IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING

<PAGE>

APPENDIX 4
PROXY CARD

<PAGE>

<PAGE>
[Logo] Bristol-Myers Squibb Company

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints C.A. Heimbold, Jr., E.V. Futter and K.E. Weg and
each of them, proxies, with full power of substitution in each of them, for and
on behalf of the undersigned to vote as proxies, as directed and permitted
herein, at the Annual Meeting of the Stockholders of the Company to be held at
the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on May 6, 1997
at 9:45 A.M., and at any adjournments thereof upon matters set forth in the
Proxy Statement and, in their judgment and discretion, upon such other business
as may properly come before the meeting.

ANNUAL MEETING OF STOCKHOLDERS MAY 6, 1997

<TABLE>
<S> <C> <C>
P WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED AS YOU INDICATE ADDRESS CHANGE/COMMENTS
R ON THE REVERSE SIDE OF THIS CARD, OR WHERE NO CONTRARY _____________________________________________
O INDICATION IS MADE, WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4 AND _____________________________________________
X 5 AND AGAINST PROPOSAL 6. The full text of the proposals and _____________________________________________
Y the position of the Board of Directors on each appears in the _____________________________________________
Proxy Statement and should be reviewed prior to voting. _____________________________________________
</TABLE>

IMPORTANT PLEASE COMPLETE AND RETURN THIS PROXY CARD TODAY

- - --------------------------------------------------------------------------------

HOTEL DUPONT
11th & Market Streets, Wilmington, DE 19801
(302)594-3100
DIRECTIONS BY CAR:

<TABLE>
<S> <C> <C>
FROM BALTIMORE OR FROM NEW JERSEY FROM PHILADELPHIA
DOWNSTATE DELAWARE: (New Jersey Turnpike): (I-95 South):
1. Take I-95 North to Wilmington Exit 7 1. Take the New Jersey Turnpike South 1. Take I-95 South through Chester to
marked 'Route 52, Delaware Avenue'. to Delaware Memorial Bridge. Wilmington.
2. From right lane, take Exit 7 onto 2. After crossing the Delaware Memorial 2. Follow I-95 South to Exit 7A marked '52
Adams Street. Bridge, follow signs to I-95 North. South, Delaware Avenue'.
3. At the third traffic light on Adams 3. From I-95 North, follow steps 1-5 3. Follow exit road (11th Street) to
Street, turn right onto 11th Street. outlined in directions 'From Baltimore intersection with Delaware Avenue marked
4. At the intersection of Delaware or Downstate Delaware'. '52 South, Business District'.
Avenue, bear left, continuing on 11th 4. At Delaware Avenue intersection, bear
Street. left, continuing on 11th Street.
5. Follow 11th Street through four 5. Follow 11th Street through four traffic
traffic lights. Hotel duPont is on the lights. Hotel duPont is on the right.
right.
</TABLE>

LIMITED COMPLIMENTARY PARKING for stockholders attending the 1997 Annual Meeting
is available at the HOTEL CAR PARK, located on Orange Street between 11th and
12th Streets approximately one block from the hotel. SHOW YOUR ADMISSION TICKET
TO THE PARKING ATTENDANT TO RECEIVE COMPLIMENTARY PARKING. Valet Parking is also
available at the Hotel duPont at your own expense.

DIRECTIONS BY TRAIN:

Amtrak train service is available into Wilmington, Delaware station. The Hotel
duPont is located approximately twelve blocks from the train station.

<PAGE>

<PAGE>
The shares represented by this proxy will be voted as directed by the
stockholder. WHERE NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2, 3, 4 AND 5 AND AGAINST
ITEM 6.

Please mark
your votes as X
indicated in
this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3, 4 AND 5.

</TABLE>

THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST"
PROPOSAL 6.

<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
6. ANNUAL ELECTION OF [ ] [ ] [ ]
DIRECTORS

I PLAN TO ATTEND THE ANNUAL MEETING. [ ]

I HAVE NOTED AN ADDRESS CHANGE OR [ ]
COMMENTS ON THE REVERSE SIDE OF
THIS CARD.
</TABLE>

Signature(s) _________________________________________________ Date ____________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.

FOLD AND DETACH PROXY CARD HERE
RETURN PROXY CARD IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING

ADMISSION TICKET
[LOGO] Bristol-Myers Squibb Company

1997 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 6, 1997
9:45 A.M.
NON-TRANSFERABLE Hotel duPont NON-TRANSFERABLE
11th & Market Streets
Wilmington, Delaware

SEE REVERSE SIDE FOR DIRECTIONS TO THE HOTEL DUPONT