10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

Commission File Number 1-1136

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

Delaware	22-079-0350
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

345 Park Avenue, New York, N.Y. 10154

(Address of principal executive offices)

Telephone: (212) 546-4000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

At April 30, 2001, there were 1,943,469,546 shares outstanding of the Registrant's $.10 par value Common Stock.

BRISTOL-MYERS SQUIBB COMPANY

INDEX TO FORM 10-Q

March 31, 2001

PART I - Financial Information

Item 1.

Financial Statements (Unaudited):

Consolidated Statement of Cash Flows for the three months ended March 31, 2001 and 2000

Item 2.

PART II - OTHER INFORMATION

Item 1.

Item 4.

Item 6.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED BALANCE SHEET - ASSETS
(Unaudited, dollars in millions)
		March 31,	December 31,
		2001	2000
Current Assets:
	Cash and cash equivalents	$2,634	$3,182
	Time deposits and marketable securities	302	203
	Receivables, net of allowances	3,946	3,662
	Finished goods	1,076	890
	Work in process	461	473
	Raw and packaging materials	401	468
	Inventories	1,938	1,831
	Prepaid expenses	931	946
	Total Current Assets	9,751	9,824
Property, Plant and Equipment		8,060	7,926
Less: Accumulated depreciation		3,460	3,378
		4,600	4,548
Insurance Recoverable		201	262
Excess of cost over net tangible assets arising from business acquisitions		1,420	1,436
Other Assets		1,692	1,508
	Total Assets	$17,664	$17,578

The accompanying notes are an integral part of these financial statements.

BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited, dollars in millions)
	March 31,	December 31,
	2001	2000
Current Liabilities:
Short-term borrowings	$181	$162
Accounts payable	1,608	1,702
Accrued expenses and other current liabilities	2,862	3,067
U.S. and foreign income taxes payable	847	701
Total Current Liabilities	5,498	5,632
Other Liabilities	1,408	1,430
Long-Term Debt	1,316	1,336
Total Liabilities	8,222	8,398
Stockholders' Equity:
Preferred stock, $2 convertible series:
Authorized 10 million shares; issued and outstanding 9,780 in 2001 and 9,864 in 2000, liquidation value of $50 per share	-	-
Common stock, par value of $.10 per share:
Authorized 4.5 billion shares; issued 2,198,617,946 in 2001 and 2,197,900,835 in 2000	220	220
Capital in excess of par value of stock	2,138	2,002
Other comprehensive income	(1,004)	(1,103)
Retained earnings	18,580	17,781
	19,934	18,900
Less cost of treasury stock - 252,906,357 common shares in 2001 and 244,365,726 in 2000	10,492	9,720
Total Stockholders' Equity	9,442	9,180
Total Liabilities and Stockholders' Equity	$17,664	$17,578

The accompanying notes are an integral part of these financial statements.

BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENT OF EARNINGS
AND COMPREHENSIVE INCOME
(Unaudited, in millions except per share amounts)
	Three Months
	Ended March 31,
EARNINGS	2001	2000
Net Sales	$4,689	$4,451
Expenses:
Cost of products sold	1,283	1,141
Marketing, selling, administrative and other	834	944
Advertising and product promotion	377	390
Research and development	508	446
	3,002	2,921
Earnings from Continuing Operations Before Income Taxes	1,687	1,530
Provision for income taxes	444	401
Earnings from Continuing Operations	1,243	1,129
Discontinued Operations, net	93	92
Net Earnings	$1,336	$1,221
Earnings Per Common Share
Basic
Earnings from Continuing Operations	$0.64	$0.57
Discontinued Operations	0.05	0.05
Net Earnings	$0.69	$0.62
Diluted
Earnings from Continuing Operations	$0.63	$0.56
Discontinued Operations	0.05	0.05
Net Earnings	$0.68	$0.61
Average Common Shares Outstanding
Basic	1,948	1,976
Diluted	1,978	2,009
Dividends per Common Share	$.275	$.245
COMPREHENSIVE INCOME
Net Earnings	$1,336	$1,221
Other Comprehensive Income
Foreign currency translation, net of taxes of $(19) in 2001 and $3 in 2000	82	(54)
Deferred gains on derivatives qualifying as hedges, net of taxes of $13	17	-
	99	(54)
Comprehensive Income	$1,435	$1,167

The accompanying notes are an integral part of these financial statements.

BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, dollars in millions)
		Three Months
		Ended March 31,
		2001	2000
Cash Flows From Operating Activities:
	Net earnings	$1,336	$1,221
	Depreciation and Ammortization	185	187
	Provision for Restructuring	-	120
	Gain from product divestitures	(32)	(120)
	Receivables	(251)	(114)
	Inventories	(86)	47
	Accounts payable and accrued expenses	(255)	(302)
	Income taxes	219	64
	Product Liability	(72)	(56)
	Insurance recoverable	77	18
	Pension contribution	(215)	(230)
	Other assets and liabilities	(37)	(129)
	Net Cash Provided by Operating Activities	869	706
Cash Flows From Investing Activities:
	Proceeds from sales of time deposits and marketable securities	404	39
	Purchases of time deposits and marketable securities	(512)	(13)
	Additions to fixed assets	(175)	(91)
	Proceeds from product divestitures	40	180
	Purchases of Trademarks and Patents	(22)	(7)
	Other, net	(45)	(3)
	Net Cash (Used in) Provided by Investing Activities:	(310)	105
Cash Flow From Financing Activities
	Short-term borrowings	17	(58)
	Long-term debt	-	(1)
	Issuances of common stock under stock plans	64	58
	Purchases of treasury stock	(668)	(563)
	Dividends paid	(537)	(485)
	Net Cash Used in Financing Activities	(1,124)	(1,049)
Effect of Exchange Rates on Cash		17	(14)
Decrease in Cash and Cash Equivalents		(548)	(252)
Cash and Cash Equivalents at Begining of Period		3,182	2,720
Cash and Cash Equivalents at End of Period		$2,634	$2,468

The accompanying notes are an integral part of these financial statements.

BRISTOL-MYERS SQUIBB COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, dollars in millions except per share amounts)

Note 1: Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal adjustments) necessary for a fair presentation of the financial position of Bristol-Myers Squibb Company (the "Company") at March 31, 2001 and December 31, 2000, and the results of operations and cash flows for the three months ended March 31, 2001 and 2000. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company's 2000 Annual Report on Form 10-K. PricewaterhouseCoopers LLP, the Company's independent accountants, have performed a review of the unaudited consolidated financial statements included herein, and their review report thereon accompanies this filing.

Note 2: Discontinued Operations

In September 2000, the Company announced the planned divestitures of Clairol and Zimmer. Accordingly, the operations of Clairol (which includes its Matrix affiliate) and Zimmer have been reflected as discontinued operations in the accompanying condensed consolidated financial statements. In February 2001, the Company further announced its intention to separate the Zimmer business in a tax-free spin-off to shareholders. This transaction is expected to be completed by the end of the third quarter of 2001.

The net sales and earnings of discontinued operations are as follows:

	Three Months
	Ended March 31,
	2001	2000
Net sales	$747	$809
Earnings before income taxes	150	148
Income taxes	57	56
Net earnings from discontinued operations	$93	$92

The consolidated balance sheet and consolidated statement of cash flows include the Clairol and Zimmer businesses. The net assets of discontinued operations expected to be disposed at March 31, 2001 and December 31, 2000 were as follows:

	March 31,	December 31,
	2001	2000
Current assets	$917	$866
Property, Plant and Equipment, net	341	340
Noncurrent Assets	285	276
Less:
Liabilities (principally current)	616	558
Net assets of discontinued operations	$927	$924

Cash flows from operating and investing activities of discontinued operations for the three months ended March 31, 2001 and 2000 were $122 million and $173 million, respectively.

Note 3: Financial Instruments

Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standard (SFAS) 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, which requires that all derivative instruments be recognized as either assets or liabilities on the balance sheet and measured at fair value. The adoption of this accounting requirement did not have a material effect on the Company's consolidated financial statements.

The Company is exposed to market risk due to changes in currency exchange rates. As a result, the Company utilizes foreign exchange option and forward contracts to offset the effect of exchange rate fluctuations on anticipated foreign currency transactions, primarily intercompany inventory purchases expected to occur within the next year. For these derivatives, which qualify as hedges of future cash flows, the effective portion of changes in fair value is temporarily recorded in comprehensive income, then recognized in earnings when the hedged item affects earnings. Any ineffective portion of hedges is reported in earnings as it occurs. The fair value of derivative instruments, which is recorded in prepaid expenses, at March 31, 2001 was $58 million.

The Company recorded a transition adjustment as of January 1, 2001 of $26 million, net of taxes, in other comprehensive income to record the hedging instruments at their fair value. A reconciliation of current period changes, net of taxes, included in other comprehensive income follows:

Transition adjustment as of January 1, 2001, net	$26
Current period declines in fair value, net	(2)
Recognized in earnings, net	(7)
Balance at March 31, 2001	$17

Substantially all of the $17 million, net of taxes, gain on cash flow hedging deferred in other comprehensive income, is expected to be reclassified to earnings over the next year. The change in time value of options, excluded from the measure of effectiveness, reported in first quarter earnings, was not material.

Note 4: Earnings Per Share

Basic earnings per common share are computed using the weighted average number of shares outstanding during the year. Diluted earnings per common share are computed using the weighted average number of shares outstanding during the year, plus the incremental shares outstanding assuming the exercise of dilutive stock options.

The computations for basic earnings per common share and diluted earnings per common share are as follows:

	Three Months
	Ended March 31,
	2001	2000
Net Earnings from Continuing Operations	$1,243	$1,129
Discontinued Operations, net	93	92
Net Earnings	$1,336	$1,221
Basic:
Average Common Shares Outstanding	1,948	1,976
Earnings from Continuing Operations	$.64	$.57
Discontinued Operations, net	.05	.05
Net Earnings	$.69	$.62
Diluted:
Average Common Shares Outstanding	1,948	1,976
Incremental Shares Outstanding Assuming the Exercise of Dilutive Stock Options	30	33
	1,978	2,009
Earnings from Continuing Operations	$.63	$.56
Discontinued Operations, net	.05	.05
Net Earnings	$.68	$.61

Note 5: Divestitures and Restructuring

During the first quarter of 2001, the Company completed the sale of its Apothecon commodity business, resulting in a pretax gain of $32 million. During the first quarter of 2000, the Company completed the sale of three pharmaceutical products - Estrace Cream, Ovcon 35 and Ovcon 50 resulting in a pretax gain of $120 million. The Company also recorded a pretax charge of $102 million in marketing, selling, administrative and other for restructuring activities.

The reserve balance, for all restructuring activities taken in the first three quarters of 2000, was reduced to $203 million at March 31, 2001 from $247 million at December 31, 2000. Restructuring activities include workforce reductions and the downsizing and streamlining of operations. These restructuring activities are expected to be substantially complete by mid-2001.

Note 6: Pension Contribution

In January 2001, the Company made a contribution of $215 million to fund its U.S. Retirement Income Plan.

Report of Independent Accountants

Tothe Board of Directors

and Stockholders of

Bristol-Myers Squibb Company

We have reviewed the accompanying consolidatedbalance sheetof Bristol-Myers Squibb Company and its subsidiariesas of March 31, 2001, and the related consolidated statements of earnings and comprehensive income and of cash flows for the three-month periods ended March 31, 2001 and 2000. These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for themto be in conformity with accounting principles generally accepted in the United States of America.

We previously audited in accordance with auditing standards generally accepted in the United States of America, the consolidatedbalance sheet as of December 31, 2000, and the related consolidated statements of earnings, comprehensive incomeand retained earnings and of cash flows for the year then ended (not presented herein), and in our report dated January 24, 2001 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2000, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

PricewaterhouseCoopers LLP

New York, New York

April 25, 2001

Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations

First Quarter Results of Operations

Sales for the first quarter of 2001 increased 5% (8% excluding foreign exchange) over the prior year to $4,689 million. The consolidated sales growth resulted from a 5% increase due to volume, a 3% increase due to changes in selling prices and a 3% decrease due to foreign exchange rate fluctuations. U.S. sales increased 10% and international sales decreased 3% (a 5% increase excluding foreign exchange).

Worldwide pharmaceutical sales increased 8% (10% excluding foreign exchange). U.S. pharmaceutical sales increased 13% and international pharmaceutical sales decreased 4% (a 4% increase excluding foreign exchange).

GLUCOPHAGE (metformin), is the leading branded oral medication for treatment of non-insulin dependent (type 2) diabetes. The entire GLUCOPHAGE franchise continued its strong growth rate, with sales increasing 31% to $557 million. GLUCOPHAGE sales increased 22% to $519 million while GLUCOVANCE, launched in August 2000, and GLUCOPHAGE XR, launched in October 2000, had sales of $24 million and $14 million, respectively. Since their launch, GLUCOVANCE sales have been $134 million and GLUCOPHAGE XR sales have been $64 million.

Worldwide sales of PRAVACHOL*, a cholesterol-lowering agent, increased 10% to $507 million for the quarter.

Sales of TAXOL* (paclitaxel), the Company's leading anti-cancer agent, decreased 14% to $330 million. Domestic sales decreased 28% to $179 million, due to generic competition while international sales increased 9% (20% excluding foreign exchange) to $151 million, led by strong sales growth in Japan and France.

Sales of PLAVIX, a platelet aggregation inhibitor for the reduction of stroke, heart attack and vascular death in atherosclerotic patients with recent stroke, recent heart attack or peripheral arterial disease, increased 48% to $298 million for the quarter. In March 2001, the results of the CURE trial (Clopidogrel in Unstable Angina to Prevent Recurrent Ischemic Events) demonstrated that PLAVIX dramatically reduces the risk of heart attack, stroke and cardiovascular death by 20% in patients with acute coronary syndrome. The company anticipates the filing of a supplemental application with the FDA for a new indication based upon this study. Sales of AVAPRO, an angiotensin II receptor blocker for the treatment of hypertension, increased 28% to $111 million. AVAPRO and PLAVIX are cardiovascular products that were launched from the Bristol-Myers Squibb and Sanofi-Synthelabo joint venture.

Sales of BUSPAR*, an anti-anxiety agent, increased 25% to $203 million. The U.S. anxiolytic use patent expired in June 2000. The Food and Drug Administration (FDA) granted the company an additional six months exclusivity based on its performance of pediatric studies. In November 2000,

* Indicates brand names of products which are trademarks owned by the Company.

the Company received a patent covering the anxiolytic use of a BUSPAR* metabolite, a compound produced in the body by the oral administration of BUSPAR* and buspirone itself. The patent was subsequently de-listed during the course of litigation brought by generic manufacturers. On March 28, 2001, three generic manufacturers received final approval from the FDA for their respective Abbreviated new Drug Applications (ANDAs) for buspirone. Each of these three ANDAs covers a separate dosage strength of buspirone. FDA approvals of additional ANDAs for buspirone (of any dosage strength) can occur at any time beginning in September 2001. The litigation is on-going.

Sales of SERZONE*, a novel anti-depressant, increased 10% to $96 million.

Sales of the anti-cancer agent PARAPLATIN* increased 21% to $193 million as the product continues to benefit from its use in combination with other chemotherapy agents.

Sales of TEQUIN*, a quinolone antibiotic, were $69 million compared with $15 million in the same period of 2000.

Sales of VIDEX*, an anti-retroviral agent, increased 33% to $60 million due to increased sales of VIDEX EC* enteric-coated beadlets launched in 2000.

Sales of Oncology Therapeutics Network (OTN), a specialty distributor of anti-cancer medicines and related products, were $322 million, an increase of 32% over the prior year.

ENFAMIL*, the Company's largest-selling infant formula, recorded sales of $212 million, an increase of 4% from the prior year.

Sales of ostomy products increased 6% (12% excluding foreign exchange) to $104 million while sales of modern wound care products increased 5% (11% excluding foreign exchange) to $60 million.

Operating Expenses

Total expenses for the quarter ended March 31, 2001, as a percentage of sales, improved to 64.0% from 65.6% in 2000 primarily due to containment of operating expenses.

Cost of products sold, as a percentage of sales, increased to 27.4% from 25.6% in 2000 due to increased sales of lower margin products from OTN and from a change in product mix, primarily a decline in TAXOL* sales. Marketing, selling, administrative and other expenses, as a percentage of sales, declined to 17.8% in the first quarter of 2001 from 21.2% in 2000 as a result of foreign exchange, cost efficiencies and cost effectiveness. Expenditures for advertising and promotion in support of new and existing products declined 3% to $377 million from $390 million in 2000. Research and development expenditures increased 14% to $508 million from $446 million in 2000 as the Company increased its investment in late stage compounds. Pharmaceutical research and development spending increased 17% over the prior year, and as a percentage of pharmaceutical sales, was 13.3% in the first quarter of 2001 and 12.3% in the first quarter of 2000.

Earnings

Earnings before income taxes increased 10% to $1,687 million compared with $1,530 million in 2000. Net earnings increased 10% to $1,243 million compared with $1,129 million in 2000. Basic earnings per share increased 12% to $.64 from $.57 in 2000 and diluted earnings per share increased 13% to $.63 from $.56 in 2000.

The effective income tax rate on earnings before income taxes was 26.3% compared with 26.2% in 2000.

Discontinued Operations

Clairol sales increased 3% (5% excluding foreign exchange) to $461 million. Domestic sales increased 3% while international sales increased 3% (8% excluding foreign exchange).

Zimmer sales increased 10% (13% excluding foreign exchange) to $286 million. Domestic sales increased 16% while international sales increased 1% (10% excluding foreign exchange). Sales of knee joint replacements increased 12% to $114 million, hip replacements increased 15% to $92 million and fracture management sales rose 8% to $40 million.

In the second and third quarters of 2000, the Company sold its Seabreeze brand in Japan and Matrix Essentials, Inc. subsidiary, respectively. Sales and earnings before taxes from these divested businesses/products, included in the first three months of 2000, were $102 million and $13 million, respectively.

In 2001, earnings before income taxes include $6 million in costs related to the spin-off of Zimmer and in 2000 include an $18 million restructuring charge.

Net earnings from discontinued operations were $93 million compared with $92 million for the first quarter of 2000.

Financial Position

The balance sheet at March 31, 2001 and the statement of cash flows for the three months then ended reflect the Company's strong financial position. The Company continues to maintain a high level of working capital, $4.3 billion at March 31, 2001, increasing from $4.2 billion at December 31, 2000. Net assets of discontinued operations of $927 million are included in the balance sheet at March 31, 2001.

Short-Term borrowings were $181 million compared with $162 million at December 31, 2000.

Long-Term Debt decreased to $1,316 million from $1,336 million at December 31, 2000.

Internally generated funds continue to be the Company's primary source for financing expenditures for new plant and equipment. Net Cash Provided by Operating Activities increased to $869 million in 2001 from $706 million in 2000. As a result of the Company's investment in manufacturing and research facilities, additions to fixed assets for the three months ended March 31, 2001 increased to $175 million from $91 million during the same period of 2000.

Cash flows from operating and investing activities of Discontinued Operations for the three months ended March 31, 2001 were $122 million.

During the three months ended March 31, 2001, the Company purchased 11 million shares of its common stock at a cost of $668 million.

Forward-Looking Information

This Form 10-Q Quarterly Report, and other written and oral statements that the Company makes from time to time, contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans and projections with respect to the Company's financial position, results of operations, market position, product development and business strategy. These statements may be identified by the fact that they use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. These factors include, among other things, market factors, competitive product development, governmental regulations and legislation, patent positions and litigation. Certain factors that may affect the Company's operations and prospects are discussed in Exhibit 99 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Various lawsuits, claims and proceedings of a nature considered ordinary and routine to its business are pending against the Company and certain of its subsidiaries. The most significant of these are reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and material developments in such matters are described below.

TAXOL* Litigation

In 1997 and 1998, the company filed several lawsuits alleging that a number of generic drug companies infringed its patents covering methods of administering paclitaxel when they filed abbreviated new drug applications seeking regulatory approval to sell paclitaxel. These actions were consolidated for discovery in the United States District Court for the District of New Jersey. The Company does not assert a monetary claim against any of the defendants, but seeks to prevent the defendants from marketing paclitaxel in a manner that violates the Company's patents.

The defendants have asserted that they do not infringe the Company's patents and that these patents are invalid and unenforceable. Some defendants also asserted counterclaims seeking damages for alleged antitrust and unfair competition violations. The Company believes its patents are valid and the counterclaims asserted are without merit.

On January 4, 2000, the District Court granted the Company's motion to dismiss certain of the antitrust and unfair competition counterclaims. The Company's motion for summary judgment on the remaining antitrust and unfair competition counterclaims was denied on March 17, 2000. On February 29, 2000, the District Court granted in part the generic companies' summary judgment motions for invalidity by finding all claims of the Company's patents invalid, except for claims limited to the treatment of ovarian cancer. The District Court's opinion left for determination at trial the validity of the claims of the Company's patents directed to the low dose, three-hour administration of paclitaxel for ovarian cancer and denied the generic companies' summary judgment motion arguing non-infringement of the Company's patents.

In order to pursue an immediate appellate review of the District Court's invalidity findings, the Company voluntarily relinquished all rights in the remaining ovarian tumor specific claims of its patents. On April 7, 2000, the District Court granted the Company's request for an entry of judgment. On April 20, 2001, the United States Court of Appeals for the Federal Circuit affirmed the District Court's summary judgment of invalidity of all but two claims of the patents at issue. Those two claims relate to the low dose, three-hour administration of paclitaxel in which the patient is premedicated before the administration of paclitaxel. The appellate court remanded those two claims to the District Court for further proceedings. The Company has filed a combined petition for rehearing and rehearing en banc with the Federal Circuit.

In September 2000, one of the defendants received final approval from the United States Food and Drug Administration for its Abbreviated New Drug Application for paclitaxel and is marketing the product. Additional tentative approvals have since been announced by the United States Food and Drug Administration.

It is not possible at this time to make a reasonable assessment of the outcome of the appeal and the remaining claims in these actions nor to reasonably estimate the impact on TAXOL* sales or the amount of damages were the company not to prevail.

Item 4. Submission of Matters to a Vote of Security Holders

The following matters were voted upon at the Annual Meeting of Stockholders held on May 1, 2001, and received the votes set forth below:

All of the following persons nominated were elected to serve as directors and received the number of votes set opposite their respective names:

	For	Withheld
Louis V. Gerstner, Jr.	1,398,068,025	253,974,856
Charles A. Heimbold Jr.	1,397,258,037	254,784,844
Leif Johansson	1,398,208,414	253,834,467

The appointment of PricewaterhouseCoopers LLP was ratified by a vote of 1,596,391,478 shares in favor of the appointment, with 47,488,986 shares voting against, 8,162,417 shares abstaining and there were no broker non-votes.

The stockholder-proposed resolution to recommend that the Board of Directors take the necessary steps to reinstate the annual election of directors received a vote of 755,243,432 shares in favor, with 587,816,735 shares voting against, 19,989,371 shares abstaining and 288,993,343 broker non-votes.

The stockholder-proposed resolution requesting the Board of Directors adopt a policy of pharmaceutical price restraint received a vote of 99,215,471 shares in favor, with 1,220,880,018 shares voting against, 42,954,049 shares abstaining and 288,993,343 broker non-votes.

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K).

Exhibit Number and Description		Page
3b.	Bylaws of Bristol-Myers Squibb Company, as amended through May 1, 2001	E-1-1
15.	Independent Accountants' Awareness Letter.	E-15-1

b) Reports on Form 8-K.

A Form 8-K, as of January 24, 2001, was filed by the Company, including financial statements restated to present Clairol (which includes its Matrix Essentials, Inc. affiliate) and Zimmer as discontinued operations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BRISTOL-MYERS SQUIBB COMPANY

(Registrant)

Date: May 15, 2001	By: /s/ Frederick S. Schiff
	Frederick S. Schiff
	Senior Vice President and Chief
	Financial Officer

Date: May 15, 2001	By: /s/ Harrison M. Bains, Jr.
	Harrison M. Bains, Jr.
	Vice President and Treasurer

EX-3

_______________________________________________________________

BRISTOL-MYERS SQUIBB COMPANY

_________________

BYLAWS

As Adopted on November 1, 1965

And as Amended to May 1, 2001

________________

_______________________________________________________________

E-1-1

I N D E X

No.	SUBJECT	Page
1.	Principal Office	E-1-5
2.	Other Offices	E-1-5
3.	Seal	E-1-5
4.	Meetings of Shareholders -- Date and Time	E-1-5 - E-1-6
5.	Meetings of Shareholders -- Place	E-1-7
6.	Meetings of Shareholders -- No Action By Written Consent, Call	E-1-7
7.	Meetings of Shareholders -- Notice	E-1-7
8.	Meetings of Shareholders -- Quorum	E-1-7
9.	Meetings of Shareholders -- Presiding Officer and Secretary	E-1-8
10.	Meetings of Shareholders -- Voting	E-1-8
11.	Meetings of Shareholders -- Voting List	E-1-8 - E-1-9
12.	Annual Meeting of Shareholders -- Statement of Business and Condition of Company	E-1-9
13.	Meetings of Shareholders -- Inspectors of Election	E-1-9
14.	Board of Directors -- Powers	E-1-9
15.	Board of Directors -- Number, Election, Term, Resignation or Retirement, Removal and Filling Vacancies	E-1-9 - E-1-11
16.	Board of Directors -- Location of Meetings and Books	E-1-11
17.	Board of Directors -- Scheduling of Regular Meetings	E-1-11
18.	Board of Directors -- Scheduling of Special Meetings	E-1-11

E-1-2

No.	SUBJECT	Page
19.	Board of Directors -- Waiver of Meeting Notice and Action by Consent	E-1-11
20.	Board of Directors -- Quorum for Meeting	E-1-12
21.	Board of Directors -- Meeting Procedure	E-1-12
22.	Board of Directors -- Fees	E-1-12
23.	Board of Directors -- Indemnification	E-1-12 - E-1-13
24.	Committees of the Board -- Executive, Audit, Others	E-1-14 - E-1-15
25.	Committees of the Board -- Minutes and Reports	E-1-15
26.	Officers	E-1-15
27.	Officers -- Election and Term	E-1-15 - E-1-16
28.	Appointment of Other Officers, Committees or Agents	E-1-16
29.	Officers -- Removal	E-1-16
30.	Officers -- Resignation	E-1-16
31.	Officers -- Unable to Perform Duties	E-1-16
32.	Officers -- Vacancy	E-1-17
33.	The Chairman of the Board and Chief Executive Officer -- Powers and Duties	E-1-17
34.	The Vice Chairman of the Board -- Powers and Duties	E-1-17
35.	Duties of President	E-1-17
36.	Vice Presidents -- Powers and Duties	E-1-17
37.	The Treasurer -- Powers and Duties	E-1-17 - E-1-18
38.	The Secretary -- Powers and Duties	E-1-18

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No.	SUBJECT	Page
39.	The Controller -- Powers and Duties	E-1-18
40.	Assistant Treasurers and Assistant Secretaries -- Powers and Duties	E-1-18
41.	Officers -- Compensation	E-1-18
42.	Contracts, Other Instruments, Authority to Enter Into or Execute	E-1-19
43.	Loans and Negotiable Paper	E-1-19
44.	Checks, Drafts, etc.	E-1-19
45.	Banks -- Deposit of Funds	E-1-19
46.	Stock Certificates -- Form, Issuance	E-1-20
47.	Stock -- Transfer	E-1-20
48.	Stock Certificates -- Loss, Replacement	E-1-20
49.	Record Dates	E-1-21
50.	Registered Shareholders	E-1-21
51.	Fiscal Year	E-1-21
52.	Notices	E-1-22
53.	Notices -- Waiver	E-1-22
54.	Amendments of Bylaws	E-1-22

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BYLAWS

of

BRISTOL-MYERS SQUIBB COMPANY

OFFICES

1. The registered office of the Company shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is The Corporation Trust Company.

2. The Company may also have offices at such place or places as the Board of Directors may from time to time appoint or the business of the Company may require.

SEAL

3. The corporate seal shall have inscribed thereon the name of the Company, the year of its organization and the words "Corporate Seal, Delaware." Said seal may be used in causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

MEETINGS OF SHAREHOLDERS

4. The annual meeting of the shareholders for the election of directors and for the transaction of any other proper business shall be held at such time as the Board of Directors may determine. For nominations or other business to be properly brought before any annual meeting by a shareholder, a shareholder must give timely notice in writing thereof to the Secretary of the Company and, in the case of business other than nominations, such other business must be a proper matter for

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shareholder action. To be considered timely, a shareholder's notice must be received by the Secretary at the principal executive offices of the Company not less than 120 calendar days before the date of the Company's proxy statement released to shareholders in connection with the prior year's annual meeting. If the annual meeting for the election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon thereafter as convenient. A shareholder's notice shall set forth: (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business tha t the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Company's books, and of such beneficial owner, (ii) the number of shares of stock held of record and beneficially by such shareholder and such beneficial owner, (iii) the name in which all such shares of stock are registered on the stock transfer books of the Company, (iv) a representation that the shareholder intends to appear at the meeting in person or by proxy to submit the business specified in such notice, (v) a brief description of the business desired to be submitted to the annual meet i ng, including the complete text of any resolutions intended to be presented at the annual meeting, and the reasons for conducting such business at the annual meeting, (vi) any personal or other material interest of the shareholder in the business to be submitted, and (vii) all other information relating to the proposed business which may be required to be disclosed under applicable law. In addition, a shareholder seeking to submit such business at the meeting shall promptly provide any other information reasonably requested by the Company. The chairman of the meeting shall determine all matters relating to the efficient conduct of the meeting, including, but not limited to, the items of business, as well as the maintenance of order and decorum. The chairman shall, if the facts warrant, determine and declare that any putative business was not properly brought before the meeting in accordance with the procedures prescribed by this bylaw, in which case such business shall not be transacted. No twithstanding th e foregoing provisions of this bylaw, a shareholder who seeks to have any proposal included in the Company's proxy materials shall comply with the requirements of Rule 14a-8 under Regulation 14A of the Securities Exchange Act of 1934.

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5. Meetings of the shareholders may be held at such places either within or without the State of Delaware as the Board of Directors may determine.

6. Any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing by such stockholders. Except as otherwise required by law and subject to the rights under Article FOURTH of the Certificate of Incorporation of the Company of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of stockholders of the Company may be called only by the Chairman of the Board or by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors.

7. Except as hereinafter provided or as may be otherwise required by law, notice of the place, date and hour of holding each annual and special meeting of the shareholders shall be in writing and shall be delivered personally or mailed in a postage prepaid envelope, not less than ten days before such meeting, to each person who appears on the books of the Company as a shareholder entitled to vote at such meeting, and to any shareholders who, by reason of any action proposed at such meeting, would be entitled to have their shares appraised if such action were taken. The notice of every special meeting, besides stating the time and place of such meeting, shall state briefly the purpose or purposes thereof; and no business other than that specified in such notice or germane thereto shall be transacted at the meeting, except with the unanimous consent in writing of the holders of record of all of the shares of the Company entitled to vote at such meeting. Notice of any meeting of shareholde rs shall not be required to be given to any shareholder entitled to participate in any action proposed to be taken at such meeting who shall attend such meeting in person or by proxy or who before or after any such meeting shall waive notice thereof in writing or by telegram, cable or wireless. Notice of any adjourned meeting need not be given.

8. At all meetings of shareholders of the Company, except as otherwise provided by law, the holders of a majority in number of the outstanding shares of the Company, present in person or by proxy and entitled to vote thereat, shall constitute a quorum for the transaction of business. In the absence of a quorum the holders of a majority in number of the shares of stock so present or represented and entitled to vote may adjourn the meeting from time to time until a quorum is present. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

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9. The Chairman of the Board shall preside as chairman at every meeting of shareholders. The Chairman of the Board may designate another officer of the Company or any shareholder to preside as chairman of a meeting of shareholders in place of the Chairman of the Board and in the absence of the Chairman of the Board and an officer or shareholder designated by the Chairman of the Board to preside as chairman of the meeting, the Board of Directors may designate an officer or shareholder to preside as chairman of the meeting. In the event the Chairman of the Board and the Board of Directors fail to so designate a chairman of the meeting the shareholders may designate an officer or shareholder as chairman. The Secretary shall act as secretary of the meeting, or, in the absence of the Secretary, the presiding officer shall appoint a secretary of the meeting.

10. At each meeting of the shareholders every shareholder of record entitled to vote thereat shall be entitled to one vote for each share of the Company standing in that shareholder's name on the books of the Company provided that no share of stock shall be voted at any election of directors which shall have been transferred on the books of the Company later than the record date announced by the Board of Directors or fixed by operation of these bylaws The vote on shares may be given by the shareholder entitled thereto in person or by proxy duly appointed by an instrument in writing subscribed by such shareholder or that shareholder's duly authorized attorney (or in any other manner prescribed by the General Corporation Law of the State of Delaware), and delivered to the secretary of the meeting; provided, however, that no proxy shall be valid after the expiration of three years from the date of its execution unless the shareholder executing it shall have specified therein the length of t ime it is to continue in force, which shall be for some limited period. At all meetings of shareholders, a quorum being present, all matters, except as otherwise provided by law or by the Certificate of Incorporation of the Company or these bylaws, shall be decided by the holders of a majority in number of the shares of stock of the Company present in person or by proxy and entitled to vote. A share vote may be by ballot and each ballot shall state the name of the shareholder voting and the number of shares owned by that shareholder and shall be signed by such shareholder or by that shareholder's proxy. Except as otherwise required by law or by these bylaws all voting may be viva voce.

11. The Secretary or other officer in charge of the stock ledger of the Company shall prepare and make at least ten days before every meeting of shareholders a complete list of the shareholders entitled to vote at the meeting arranged in alphabetical order and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder for any purpose germane to the meeting during ordinary business hours for a period of at least ten days prior to the meeting either

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at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any shareholder who is present. The stock ledger shall be the only evidence as to who are the shareholders entitled to examine the stock ledger, the list required by this bylaw, or the books of the Company or to vote in person or by proxy at any meeting of shareholders.

12. The Board of Directors shall present at each annual meeting, and when called for by vote of the shareholders at any special meeting of the shareholders, a full and clear statement of the business and condition of the Company.

13. At all elections of directors and when otherwise required by law, the chairman of the meeting shall appoint two inspectors of election. The inspectors shall be responsible for receiving, tabulating and reporting the result of the votes taken. No director or candidate for the office of director shall be appointed such inspector. The chairman of the meeting shall open and close the polls.

DIRECTORS

14. The property, business and affairs of the Company shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

15.(a) The Board of Directors shall consist of eleven directors. Directors need not be shareholders. The number of directors may be determined by a majority vote of the entire Board of Directors.

(b) Except as otherwise provided by the Certificate of Incorporation, by these bylaws or by law, at each meeting of the shareholders for the election of directors at which a quorum shall be present, the persons receiving a plurality of the votes cast shall be directors. Such election shall be by ballot.

(c) The directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as determined by the Board of Directors, one class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1985,

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another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1986, and another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1987, with the directors of each class to hold office until their successors are elected and qualified. At each annual meeting of the stockholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. No decrease in the number of directors constituting the Board of Directors or change in the restrictions and qualifications for directors shall shorten the term of any incumbent director.

(d) Except as otherwise provided in the Certificate of Incorporation or in these bylaws, each director shall continue in office until the expiration of his term of office and until a successor shall have been elected and shall have qualified, or until the director shall have resigned, or, in the case of a director who is an employee of the Company, until the director shall have resigned from employment with the Company or the director's employment shall have been terminated by the Company. In addition, a director who is not an employee of the Company or who is the Chief Executive Officer of the Company or a retired Chief Executive Officer of the Company shall retire from the position of director at the Annual Meeting following attainment of age 70; an employee who is a director of the Company (other than the Chief Executive Officer or a retired Chief Executive Officer) shall retire from the position of director on the effective date of the director's retirement as an employee of the Company. Any director of the Company may resign at any time by giving written notice to the Chairman of the Board or to the Secretary of the Company. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Exceptions to the requirements for the retirement of a director may be made by the Board of Directors.

(e) Subject to the rights under Article FOURTH of the Certificate of Incorporation of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director or entire class of directors or the entire Board of Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of at least 75% of the outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class.

(f) Subject to the rights under Article FOURTH of the Certificate of Incorporation of the Company of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created

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directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified.

16. The directors may hold their meetings and keep the books of the Company at such place or places as they may from time to time determine.

17. Regular meetings of the Board of Directors may be held at such time as may be fixed from time to time by resolution of the Board of Directors. Unless required by said resolution, notice of any such meeting need not be given.

18. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or any of three of the directors for the time being in office. Notice of each such special meeting shall be mailed, postage prepaid, to each director, addressed to the director at the director's residence or usual place of business, at least two days before the day on which the meeting is to be held, or shall be sent to the director at such place by telegraph, cable, or wireless, or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held. Every such notice shall state the time and place but, except as provided by these bylaws or by resolution of the Board of Directors, need not state the purposes of the meetings.

19. Anything in these bylaws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, notice of any meeting of the Board of Directors need not be given to any director, if, before or after any such meeting, notice thereof shall be waived by such director in writing or by telegraph, cable or wireless. Any meeting of the Board of Directors shall be a legal meeting without any notice having been given or regardless of the giving of any notice or the adoption of any resolution in reference thereto, if all the directors shall be present thereat or shall have so waived notice thereof. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board and such written consent is filed with the minutes of proceedings of the Board of Directors.

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20. Five of the directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting and except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these bylaws, the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given. The directors shall act only as a board and the individual directors shall have no power as such.

21. At each meeting of the Board of Directors the Chairman of the Board shall preside. The Chairman of the Board may designate another member of the Board of Directors to preside as chairman of a meeting in place of the Chairman of the Board, and in the absence of the Chairman of the Board and any member of the Board of Directors designated by the Chairman of the Board to preside as chairman of the meeting, a majority of the directors present may designate a member of the Board of Directors as chairman to preside at the meeting. The Secretary of the Company or, in the absence of the Secretary, a person appointed by the chairman of the meeting, shall act as secretary of the Board of Directors. The Board of Directors may adopt such rules and regulations for the conduct of their meetings and the management of the affairs of the Company as they shall deem proper and not inconsistent with the law or with these bylaws. At all meetings of the Board of Directors business shall be transacted in s uch order as the Board of Directors may determine.

22. Each director shall be paid such fee, if any, for each meeting of the Board attended and/or such annual fee as shall be determined from time to time by resolution of the Board of Directors, provided that nothing herein contained shall be construed to prevent any director from serving the Company in any other capacity and receiving compensation therefor.

23.(a) Definitions. As used herein, the term "director" shall include each present and former director of the Company and the term "officer" shall include each present and former officer of the Company as such, and the terms "director" and "officer" shall also include each employee of the Company, who, at the Company's request, is serving or may have served as a director or officer of another corporation in which the Company owns directly or indirectly, shares of capital stock or of which it is a creditor. The term "officer" also includes each assistant or divisional officer. The term "expenses" shall include, but not be limited to, reasonable amounts for attorney's fees, costs, disbursements and other expenses and the amount or amounts of judgments, fines, penalties and other liabilities.

(b) Indemnification Granted. Each director and officer shall be and hereby is indemnified by the Company, to the full extent permitted by law, against:

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(i) expenses incurred or paid by the director or officer in connection with any claim made against such director or officer, or any actual or threatened action, suit or proceeding (civil, criminal, administrative, investigative or other, including appeals and whether or not relating to a date prior to the adoption of this bylaw) in which such director or officer may be involved as a party or otherwise, by reason of being or having been a director or officer of the Company, or of serving or having served at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action taken or not taken by such director or officer in such capacity, and

(ii) the amount or amounts paid by the director or officer in settlement of any such claim, action, suit or proceeding or any judgment or order entered therein, however, notwithstanding anything to the contrary herein where a director or officer seeks indemnification in connection with a proceeding voluntarily initiated by such director or officer the right to indemnification granted hereunder shall be limited to proceedings where such director or officer has been wholly successful on the merits.

(c) Miscellaneous.

(i) Expenses incurred and amounts paid in settlement with respect to any claim, action, suit or proceeding of the character described in paragraph (b)(i) above may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amounts as shall not ultimately be determined to be payable to such recipient under this bylaw.

(ii) The rights of indemnification herein provided for shall be severable, shall not be exclusive of other rights to which any director or officer now or hereafter may be entitled, shall continue as to a person who has ceased to be an indemnified person and shall inure to the benefit of the heirs, executors, administrators and other legal representatives of such a person.

(iii) The provisions of this bylaw shall be deemed to be a contract between the Company and each director or officer who serves in such capacity at any time while such bylaw is in effect.

(iv) The Board of Directors shall have power on behalf of the Company to grant indemnification to any person other than a director or officer to such extent as the Board in its discretion may from time to time determine.

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COMMITTEES OF THE BOARD

24.(a) The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board of Directors, designate an Executive Committee (and may discontinue the same at any time) to consist of three or more of the Directors of the Company. The members shall be appointed by the Board of Directors and shall hold office during the pleasure of the Board of Directors; provided, however, that in the absence or disqualification of any member of the Executive Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Executive Committee shall have and may exercise, during the intervals between the meetings of the Board of Directors, all of the powers of the Board of Directors in the management of the business and affairs of the Comp any (and shall have power to authorize the seal of the Company to be affixed to all papers which may require it), except that the Executive Committee shall have no power to (i) elect Directors to fill any vacancies or appoint any officers; (ii) fix the compensation of any officer or the compensation of any Director for serving on the Board of Directors or on any committee; (iii) declare any dividend or make any other distribution to the shareholders of the Company; (iv) submit to shareholders any action that needs shareholder authorization; (v) amend or repeal the bylaws or adopt any new bylaw; (vi) amend or repeal any resolution of the Board of Directors which by its terms shall not be so amendable or repealable; (vii) take any final action with respect to the acquisition or disposition of any business at a price in excess of $25,000,000.

(b) The Board of Directors shall, by resolution or resolutions, passed by a majority of the whole Board of Directors designate an Audit Committee to consist of three or more non-employee directors of the Company free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a Committee member. Any director who is a former employee of the Company may not serve on the Audit Committee. The members of the Audit Committee shall be appointed by and hold office during the pleasure of the Board of Directors. A majority of the members of the Audit Committee will constitute a quorum for the transaction of business. It shall be the duty of the Audit Committee (i) to recommend to the Board of Directors a firm of independent accountants to perform the examination of the annual financial statements of the Company; (ii) 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; (iii) to review with the independent accountants and with the Controller significant matters revealed

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in the course of the audit of the annual financial statements of the Company; (iv) to review on a biennial basis that the Company's Standards of Business Conduct have 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; (v) to review with the Controller any suggestions and recommendations of the independent accountants concerning the internal control standards and the accounting procedures of the Company; (vi) 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; (vii) to report its activities and actions to the Board of Directors at least once each fiscal year.

(c) The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate such other committees as may be deemed advisable (and may discontinue the same at any time), to consist of two or more of the directors of the Company. The members shall be appointed by and shall hold office during the pleasure of the Board of Directors, and the Board of Directors shall prescribe the name or names of such committees, the number of their members and their duties and powers.

(d) Any action required or permitted to be taken at any meeting of any committee may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the committee and such written consent is filed with the minutes of proceedings of the committee.

25. All committees shall keep written minutes of their proceedings and report the same to the Board of Directors when required.

OFFICERS

26. The officers of the Company shall be a Chairman of the Board, a Vice Chairman of the Board, a President, two or more Vice Presidents (which shall include Senior Vice President, Executive Vice President and other Vice President titles), a Treasurer, a Secretary, a Controller, and such other officers as may be appointed in accordance with these bylaws. The Secretary and Treasurer may be the same person, or a Vice President may hold at the same time the office of Secretary, Treasurer, or Controller.

27. The officers of the Company shall be chosen by the Board of Directors. Each officer shall hold office until a successor shall have been duly chosen and shall have qualified or until the death

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or retirement of the officer or until the officer shall resign or shall have been removed in the manner hereinafter provided. The Chairman of the Board and the Vice Chairman of the Board shall be chosen from among the directors.

28. The Board of Directors may appoint such other officers, committees or agents, as the business of the Company may require, including one or more Assistant Treasurers and one or more Assistant Secretaries, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint and to remove any such subordinate officer or agent.

29. Subject to the provisions of any written agreement, any officer may be removed, either with or without cause, by a vote of the majority of the whole Board of Directors at a regular meeting or a special meeting called for the purpose. Any officer, except an officer elected by the Board of Directors, may also be removed, with or without cause, by any committee or superior officer upon whom such power of removal may be conferred by the Board of Directors.

30. Subject to the provisions of any written agreement, any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board or the Secretary of the Company. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

31. Except as otherwise provided in these bylaws, in the event any officer shall be unable to perform the duties of the office held, whether by reason of absence, disability or otherwise, the Chairman of the Board may designate another officer of the Company to assume the duties of the officer who is unable to carry out the duties of the office; in the event the Chairman of the Board shall be absent and unable to perform the duties of the office of Chairman of the Board, the Chairman of the Board shall designate another officer to assume the duties of the Chairman of the Board; if another officer has not been designated by the Chairman of the Board to assume the duties of the Chairman of the Board, then the Board of Directors shall designate another officer to assume the duties of the Chairman of the Board; in the event the Chairman of the Board shall be disabled and unable to perform the duties of the office of Chairman of the Board, then the Board of Directors shall designate another offi cer to assume the duties of the Chairman of the Board. Any officer designated to assume the duties of another officer shall have all the powers of and be subject to all the restrictions imposed upon the officer whose duties have been assumed.

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32. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these bylaws for the regular appointment or election to such office.

33. The Chief Executive Officer of The Company shall have general supervision of the business and operations of the Company, subject, however, to the control of the Board of Directors. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors. The Chairman of the Board shall also have such powers and perform such other duties, not inconsistent with these bylaws, as may from time to time be assigned by the Board of Directors.

34. The Vice Chairman shall have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors or the Chairman of the Board.

35. The President shall have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors or the Chairman of the Board.

36. Each Vice President shall have such powers and perform such duties as are assigned by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors or the Chairman of the Board.

37. The Treasurer shall have charge and custody of, and be responsible for, all funds of the Company. The Treasurer shall regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer's direction for this purpose full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; the Treasurer shall exhibit such books of account and records to any of the directors of the Company at any time upon request at the office of the Company where such books and records shall be kept and shall render a detailed statement of these accounts and records to the Board of Directors as often as it shall require the same. The Treasurer shall also have such powers and perform such duties as are assigned the Treasurer by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors.

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38. It shall be the duty of the Secretary to act as Secretary of all meetings of the Board of Directors and of the shareholders of the Company, and to keep the minutes of all such meetings in the proper book or books to be provided for that purpose; the Secretary shall see that all notices required to be given by or for the Company or the Board of Directors or any committee are duly given and served; the Secretary shall be custodian of the seal of the Company and shall affix the seal, or cause it to be affixed, to all documents, the execution of which on behalf of the Company, under its seal shall have been duly authorized in accordance with the provisions of these bylaws. The Secretary shall have charge of the share records and also of the other books, records, and papers of the Company relating to its organization and management as a corporation and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall in general perform all the duties usually incident to the office of Secretary. The Secretary shall also have such powers and perform such duties as are assigned by these bylaws, and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors.

39. The Controller shall perform the usual duties pertaining to the office of the Controller. The Controller shall have charge of the supervision of the accounting system of the Company, including the preparation and filing of all reports required by law to be made to any public authorities and officials, and shall also have such powers and perform such duties, not inconsistent with these bylaws, as from time to time may be assigned by the Board of Directors.

40. The Assistant Treasurers and the Assistant Secretaries shall have such powers and perform such duties as are assigned to them by these bylaws and shall have such other powers and perform such other duties, not inconsistent with these bylaws, as from time to time may be assigned to them by the Treasurer or the Secretary, respectively, or by the Board of Directors.

41. The compensation of the Chairman of the Board, Vice Chairman of the Board, President, Vice President, Treasurer, Secretary and Controller shall be fixed by the Board of Directors. The compensation of such other officers as may be appointed in accordance with the provisions of these bylaws may be fixed by the Chairman of the Board. No officer shall be prevented from receiving such compensation by reason of also being a director of the Company.

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CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

42. The Board of Directors except as in these bylaws otherwise provided, may authorize any officer or officers, agent or agents, in the name of and on behalf of the Company, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors or expressly authorized by these bylaws, no officer or agent or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount.

43. No loans shall be contracted on behalf of the Company and no negotiable paper shall be issued in its name unless authorized by resolution of the Board of Directors. When authorized by the Board of Directors, any officer or agent of the Company thereunto authorized may effect loans and advances at any time for the Company from any bank, trust company, or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other certificates or evidences of indebtedness of the Company and, when authorized so to do, may pledge, hypothecate or transfer any securities or other property of the Company as security for any such loans or advances. Such authority may be general or confined to specified instances.

44. All checks, drafts and other orders for the payment of moneys out of the funds of the Company and all notes or other evidences of indebtedness of the Company shall be signed on behalf of the Company in such manner as shall from time to time be determined by resolution of the Board of Directors.

45. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board of Directors may select or as may be selected by any officer or officers, agent or agents of the Company to whom such power may from time to time be delegated by the Board of Directors; and for the purpose of such deposit, the Chairman of the Board, the Vice Chairman of the Board, the President, a Vice President, the Treasurer, the Controller, the Secretary or any other officer or agent or employee of the Company to whom such power may be delegated by the Board of Directors, may endorse, assign and deliver checks, drafts and other orders for the payment of moneys which are payable to the order of the Company.

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CERTIFICATES AND TRANSFERS OF SHARES

46. The shares of the Company shall be represented by certificates or shall be uncertificated. Each registered holder of shares, upon request to the Company, shall be provided with a certificate of stock, representing the number of shares owned by such holder. Certificates for shares of the Company shall be in such form as shall be approved by the Board of Directors. Such certificates shall be numbered and registered in the order in which they are issued and shall be signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Where any such certificate is countersigned by a transfer agent, other than the Company or its employee, or by a registrar, other than the Company or its employee, any other signature on such certificate may be a facsimile, engraved, stamped or printed. In the event that an officer whose facsimile signature appears on such certif icate ceases for any reason to hold the office indicated and the Company or its transfer agent has on hand a supply of share certificates bearing such officer's facsimile signature, such certificates may continue to be issued and registered until such supply is exhausted.

47. Transfers of shares of the Company shall be made only on the books of the Company by the holder thereof, or by the holder's attorney thereunto duly authorized and on either the surrender of the certificate or certificates for such shares properly endorsed or upon receipt of proper transfer instructions from the registered owner of uncertificated shares. Every certificate surrendered to the Company shall be marked "Cancelled," with the date of cancellation, and no new certificate shall be issued in exchange therefor until the old certificate has been surrendered and cancelled, except as hereinafter provided. Uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Company.

48. The holder of any shares of the Company shall immediately notify the Company of any loss, destruction or mutilation of the certificate therefor and the Company may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost, destroyed or mutilated. The Board of Directors may, in its discretion, as conditions to the issue of any such new certificate, require the owner of the lost or destroyed certificate or the owner's legal representatives to make proof satisfactory to the Board of Directors of the loss or destruction thereof and to give the Company a bond in such form, in such sum and with such surety or sureties as the Board of Directors may direct, to indemnify the Company against any claim that may be made against it on account of any such certificate so alleged to have been lost or destroyed.

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DETERMINATION OF RECORD DATE

49. In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than 60 nor less than 10 days before the date of such meeting nor more than 60 days prior to any other action.

If no record date is fixed:

(i) The record date for determining shareholders entitled to notice of or

to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(ii) The record date for determining shareholders for any other purpose

shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

50. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

FISCAL YEAR

51. The fiscal year shall begin on the first day of January and end on the thirty-first day of December in each year.

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NOTICES

52. Whenever under the provision of these bylaws notice is required to be given to any director or shareholder, it shall be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to such director or shareholder at such address as appears on the books of the Company, or, in default of other address, to such director or shareholder, at the General Post Office in the City of Wilmington, Delaware, and such notice shall be deemed to be given at the time when the same shall be thus mailed.

53. Any notice required to be given under these bylaws may be waived in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein.

AMENDMENTS

54. Except as otherwise provided in the Certificate of Incorporation of the Company and consistent therewith, these bylaws may be altered, amended or repealed or new bylaws may be made by the affirmative vote of the holders of record of a majority of the shares of the Company entitled to vote, at any annual or special meeting, provided that such proposed action shall be stated in the notice of such meeting, or, by a vote of the majority of the whole Board of Directors, at any regular meeting without notice, or at any special meeting provided that notice of such proposed action shall be stated in the notice of such special meeting.

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EX-15

Exhibit No. 15

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Commissioners:

We are aware that our report dated April 25, 2001 on our review of interim financial information of Bristol-Myers Squibb Company (the "Company") as of and for the period ended March 31, 2001 and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in its Registration Statements on Form S-8 (Nos. 33-30856, 33-38411, 33-38587, 33-44788, 333-47403, 33-52691, 33-30756-02, 33-58187 and 333-02873), Form S-4 (No. 333-09519) and Form S-3 (Nos. 33-33682, 33-62496 and 333-49227).

Such report is not a "report" or "part" of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933 and the independent accountants' liability under Section 11 does not extend to such report.

Very truly yours,

PricewaterhouseCoopers LLP

New York, New York

May 15, 2001