8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2004

BRISTOL-MYERS SQUIBB COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-1136
(Commission File Number) 22-079-0350
(IRS Employer
Identification Number)

345 Park Avenue
New York, NY 10154
(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (212) 546-4000

TABLE OF CONTENTS

	Item 5. OTHER EVENTS
	Item 7(c) . EXHIBITS
SIGNATURE
EXHIBIT INDEX
PRESS RELEASE

Item 5. OTHER EVENTS

     Incorporated by reference in its entirety is a press release issued by the Registrant on August 5, 2004, attached as Exhibit 99, confirming that on August 4, 2004, it reached a final settlement with the United States Securities and Exchange Commission, concluding an investigation concerning wholesaler inventory and accounting matters that began in April 2002.

Item 7(c) . EXHIBITS

Exhibit 99 – Press release dated August 4, 2004, confirming that the Registrant has reached a final settlement with the United States Securities and Exchange Commission, concluding an investigation concerning wholesaler inventory and accounting matters that began in April 2002.

SIGNATURE

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

	BRISTOL-MYERS SQUIBB COMPANY
	By:	/s/ Sandra Leung
		Sandra Leung
Dated: August 5, 2004		Secretary

EXHIBIT INDEX

Exhibit Number	Description
99	Press release dated August 4, 2004, confirming that the Registrant has reached a final settlement with the United States Securities and Exchange Commission, concluding an investigation concerning wholesaler inventory and accounting matters that began in April 2002.

EX-99

Contact:	Media:	Investors:
	Wilson Grabill	Susan Walser
	212-546-4377	212-546-4631
	Robert Zito	John Elicker
	609-252-3759	212-546-3775

BRISTOL-MYERS SQUIBB STATEMENT ON SEC SETTLEMENT

(NEW YORK, August 4, 2004) — Bristol-Myers Squibb (“BMS”) confirmed today that it has reached a final settlement with the United States Securities and Exchange Commission (SEC), concluding an investigation concerning wholesaler inventory and accounting matters that began in April 2002. The settlement was filed in the federal court in Newark, New Jersey.

BMS agreed, without admitting or denying any liability, not to violate in the future provisions of the Federal securities laws, as set forth in the agreed judgment. BMS also agreed to establish a $150 million fund for a class of shareholders to be distributed under the court’s supervision. The $150 million fund, which includes a $100 million civil penalty, will be distributed to certain BMS shareholders under a plan of distribution to be established by the SEC. The investigation by the U.S. Attorney’s Office for the District of New Jersey concerning the inventory and accounting matters is continuing and the company is continuing to cooperate with that investigation.

BMS has cooperated fully with the SEC and is pleased to have resolved this matter. The company has implemented a series of internal controls and procedures designed to ensure that its financial reporting processes meet the highest standards of integrity and professionalism. In June 2003, the company retained former Federal Judge Frederick B. Lacey, who has been acting as an independent advisor in connection with these matters. He will continue in that role through the filing of the company’s 2005 form 10-K.

After the SEC and the proposed class action settlements related to these matters announced Friday, the company will have approximately $20 million of litigation reserves remaining related to wholesaler inventory issues and other accounting matters, specifically the derivative and ERISA litigation and other pending private litigation.