8-K

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                                 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): April 27, 2004


                         BRISTOL-MYERS SQUIBB COMPANY
            (Exact Name of Registrant as Specified in its Charter)


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



                                345 Park Avenue
                              New York, NY 10154
                    (Address of Principal Executive Office)
      Registrant's telephone number, including area code: (212) 546-4000


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Item 5.   OTHER EVENTS

On April 27, 2004, the Company entered into a collaboration agreement with
Merck & Co., Inc. for worldwide co-development and co-promotion for
muraglitazar, the Company's dual PPAR (peroxisome proliferator activated
receptor) agonist, currently in Phase III clinical development for use in
treating Type 2 diabetes. Under the terms of the agreement, the Company
received a $100 million upfront payment in May 2004, and is entitled to
receive $275 million in additional payments upon the achievement of certain
regulatory milestones. The Company and Merck will jointly develop the clinical
and marketing strategy for muraglitazar, share equally in future development
and commercialization costs and co-promote the product to physicians on a
global basis, with Merck to receive payments based on net sales levels. As
announced previously, an NDA for muraglitazar is expected to be submitted to
the FDA within the next nine to twelve months for U.S. regulatory approval. In
addition, the collaboration includes a back-up compound to muraglitazar, with
the same mechanism of action (PPAR), which is anticipated to enter Phase II
clinical trials for the treatment of Type 2 diabetes this year.

The agreement will expire on a product-by-product and country-by-country basis
upon the latest of (i) the expiration of the last to expire Bristol-Myers
Squibb patent or patent that is jointly funded in each case with respect to
the applicable product in the applicable country, (ii) the expiration of any
additional statutory or administrative protections that grant exclusivity with
respect to the applicable product in the applicable country, and (iii) the
cessation of the sale of the applicable product in the applicable country
following first commercial sale of that product in that country. The basic
composition of matter patent for muraglitazar in the United States expires in
2020. Patent applications in various countries in the European Union are
pending. The Company also may be entitled to additional statutory or
administrative protections in the United States and the European Union that
would grant exclusivity with respect to muraglitazar beyond 2020. It is not
possible to predict the length of market exclusivity for any of the Company's
products, including muraglitazar, with certainty because of the complex
interaction between patent and regulatory forms of exclusivity, and inherent
uncertainties about the enforceability of certain intellectual property
rights. Accordingly, the agreement could terminate with respect to
muraglitazar prior to the current patent expiration date. In addition, due to
the inclusion in the collaboration of the back-up compound and the possibility
that the back-up compound will be developed to the point of being a
commercially marketed product, the term of the agreement could possibly extend
beyond the patent expiration date and exclusivity period relating to
muraglitazar.

In addition to customary termination provisions for cause, Merck also has the
right to terminate the agreement for any reason upon not less than six months
prior written notice to the Company. However, this right of termination can be
exercised by Merck with respect to any product only during the period between
the completion of Phase III clinical trials relating to such product and the
time the NDA for such product is filed with the FDA. This right also can be
exercised by Merck after the second anniversary of the date of filing of the
NDA for such product with the FDA if the product has not been commercially
launched in the United States at such time, or, if commercially launched in
the United States, after the second anniversary of the commercial launch of
such product in the United States. With respect to the European Union, Merck
can exercise this right of termination after the second anniversary of the
commercial launch of such product in the European Union or, if not
commercially launched in the European Union, the third anniversary of the
commercial launch of the product in the





United States. Upon any early termination, the Company will retain control of
all rights to muraglitazar.

The agreement also provides that, except as described below, for so long as
the collaboration between the Company and Merck remains in effect with respect
to at least one country in the world, each party and its affiliates will not,
and will cause its affiliates not to, advise, assist or encourage others to,
directly or indirectly, without the consent of the other party: (i) acquire,
announce an intention to acquire, offer or propose to acquire or agree to
acquire, directly or indirectly, alone or in concert with others, by purchase,
gift or otherwise, any direct or indirect beneficial ownership (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) or interest in any securities of the other party or any
of its affiliates that are entitled to vote for the election of directors of
such party or affiliate ("Voting Securities") or direct or indirect rights,
warrants or options to acquire, or securities convertible into or exchangeable
for, any Voting Securities of the other party or any of its affiliates; (ii)
effect or seek, initiate, offer or propose or participate in or assist any
other person to effect or seek, initiate, offer or propose any (A) tender or
exchange offer, merger, consolidation or other business combination involving
the other party or any of its affiliates; or (B) any recapitalization,
restructuring, liquidation, dissolution, sale of all or substantially all of
its assets or other extraordinary transaction with respect to the other party
or any of its affiliates; (iii) make, or in any way participate in, directly
or indirectly, alone or in concert with others, any "solicitation" of
"proxies" to vote (as such terms are used in the proxy rules of the United
States Securities and Exchange Commission promulgated pursuant to Section 14
of the Exchange Act) with respect to the other party or any of its affiliates
(whether or not such solicitation is subject to regulation under Regulation
14A promulgated under the Exchange Act) or otherwise solicit any consent or
communicate with or seek to advise or influence any person with respect to the
voting of such other party's (or its affiliates') Voting Securities; (iv)
deposit any Voting Securities of the other party or any of its affiliates into
a voting trust or subject any such Voting Securities to any arrangement or
agreement with respect to the voting thereof; (v) initiate, propose or
otherwise solicit stockholders of the other party or any of its affiliates for
the approval of one or more stockholder proposals as described in Rule 14a-8
under the Exchange Act with respect to the other party or any of its
affiliates or their bylaws or other constituent documents, or induce or
attempt to induce any other person to initiate any such stockholder proposal
with respect to the other party or any of its affiliates or their bylaws or
other constituent documents; (vi) seek election to or seek to place a
representative on the Board of Directors of the other party or any of its
affiliates or seek the removal of any member of the Board of Directors of the
other party of any of its affiliates; (vii) call or seek to have called any
meeting of the stockholders of the other party or any of its affiliates;
(viii) request, or take any action to obtain, any list of holders of Voting
Securities of the other party or any of its affiliates; (ix) form, join or in
any way participate in a "group" (within the meaning of Section 13(d)(3) of
the Exchange Act) with respect to any Voting Securities of the other party or
any of its affiliates or direct or indirect rights, warrants or options to
acquire, or securities convertible into or exchangeable for, any Voting
Securities of the other party or any of its affiliates; (x) otherwise act,
alone or in concert with others, to seek to control the Board of Directors or
influence the management of the other party or any of its affiliates, provided
that nothing in this clause (x) shall prevent such party or any affiliate of
such party, either acting alone or in concert with others, from taking such
action or refraining from taking such action as it believes is required of it
under applicable law; or




(xi) enter into any agreements, discussions or arrangements with any person
other than the Company, Merck or an affiliate of either of them with respect
to any of the foregoing; or (xii) seek to waive, amend or modify any of the
provisions contained herein (these provisions, collectively, the "Standstill
Agreement").

The Standstill Agreement does not prohibit a party or any of its affiliates
from acquiring Voting Securities of the other party or any of its affiliates
by or through (i) a diversified mutual or pension fund managed by an
independent investment adviser or pension plan established for the benefit of
the employees of such party or its affiliates, (ii) any employee benefit plan
of such party or any of its affiliates or (iii) any stock portfolios not
controlled by such party or any of its affiliates that invest in the other
party or any of its affiliates among other companies; provided that such party
or any of its affiliates does not, directly or indirectly, request the trustee
or administrator or investment adviser of such fund, plan or portfolio to
acquire such Voting Securities and provided that no such fund, plan or
portfolio acquires more than five percent (5%) of any class of Voting
Securities of such other party or any of its affiliates. Further, the
Standstill Agreement does not prevent any party or any of its affiliates from
acquiring securities of another pharmaceutical or biotechnology company or
other person that beneficially owns any securities of the other party or any
of its affiliates.

The provisions in the Standstill Agreement will be suspended solely to permit
a party and its affiliates (collectively the "Acquiring Party") to: (i) take
any of the actions described above to the extent the other party or any of its
affiliates specifically invites the Acquiring Party to take such actions or
(ii) to compete in an Acquisition Transaction (as defined below) with respect
to the other party or any of its affiliates if such Acquisition Transaction
shall have been publicly proposed by the other party or any of its affiliates
or by a person unaffiliated with the Acquiring Party and accepted or approved
by the other party or its affiliate, or if rejected or not approved by the
other party and its affiliates, pursued on a unilateral basis pursuant to a
tender or exchange offer and/or a proxy solicitation, or if the other party or
its affiliate shall have entered into an agreement in principle or definitive
agreement providing for such Acquisition Transaction. "Acquisition
Transaction" means (A) any direct or indirect divestiture or sale by a party
or any of its affiliates of assets representing thirty-five percent (35%) or
more of the market capitalization of a party or of thirty-five percent (35%)
or more of the Voting Securities of or equity interest in such party or any of
its subsidiaries, or (B) any tender offer or exchange offer that if
consummated would result in any person or group beneficially owning
thirty-five percent (35%) or more of any class of Voting Securities of such
party or affiliate, or (C) any merger, consolidation, business combination,
recapitalization or similar transaction involving such party or any of its
affiliates representing thirty-five percent (35%) or more of the market
capitalization of such party or of thirty-five percent (35%) or more of the
Voting Securities of or equity interest in such party or any of its
subsidiaries."


Incorporated by reference in its entirety is a press release issued by the
Registrant on April 28, 2004, attached as Exhibit 99, announcing the
co-development and co-promotion agreement with Merck & Co., Inc.





Item 7(c).   EXHIBITS

Exhibit 99 - Press release dated April 28, 2004 announcing the co-development
and co-promotion agreement with Merck & Co., Inc.





                                   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
                                          Secretary






Dated: May  10, 2004






                                 EXHIBIT INDEX


Exhibit Number  Description
                --------------------------------------------------------------
99              Press release dated April 28, 2004 regarding Registrant's
                Co-Development and Co-Promotion Agreement with Merck & Co., Inc.

EX-99.1

                                                                  Exhibit 99


BRISTOL-MYERS SQUIBB AND MERCK ANNOUNCE GLOBAL DEVELOPMENT AND
COMMERCIALIZATION ALLIANCE FOR MURAGLITAZAR, A NOVEL COMPOUND FOR
DIABETES

NEW YORK, NEW YORK and WHITEHOUSE STATION, NEW JERSEY (April 28, 2004) --
Bristol-Myers Squibb Company (NYSE: BMY) and Merck & Co., Inc. (NYSE:MRK)
today announced that they have entered into a global collaborative agreement
for muraglitazar, Bristol-Myers Squibb's dual PPAR (peroxisome
proliferator-activated receptor) agonist, currently in Phase III clinical
development for use in treating both blood glucose and lipid abnormalities in
patients with type 2 diabetes.

Under the terms of the agreement, Bristol-Myers Squibb will receive a $100
million upfront payment and $275 million in additional payments based upon the
achievement of certain regulatory milestones. Bristol-Myers Squibb and Merck
will jointly develop the clinical and marketing strategy for muraglitazar and
share equally in future development and commercialization costs. Both
companies will co-promote the product to physicians on a global basis, and
Merck will receive payments based on net sales levels. In addition, Merck
received rights to development and commercialization for a back-up compound to
muraglitazar, which is entering Phase II clinical trials for the treatment of
diabetes. Further details of the agreement were not disclosed.

"This collaboration with Merck reflects our new corporate strategy, which will
build long-term growth by focusing on critical disease areas such as diabetes
and will optimize the value of all of our assets," said Peter R. Dolan,
chairman and chief executive officer, Bristol-Myers Squibb. "As we move
forward in implementing this new strategy, Bristol-Myers Squibb will center
our efforts on reaching specialists and high prescribing primary care
physicians. The company will also selectively develop strategic partnerships,
such as this one, that enable us to realize the full potential of our
promising pipeline."

Muraglitazar was discovered and developed by Bristol-Myers Squibb as part of
an intensive internal research program to deliver innovative medicines for
patients with type 2 diabetes. The dual PPAR agonist works by targeting both
alpha and gamma PPAR receptors and, as a result of this dual agonist activity,
muraglitazar is being tested to potentially provide both blood sugar control
and improved lipid management in patients with type 2 diabetes.

As announced previously, muraglitazar is expected to be submitted within the
next 9-12 months for U.S. regulatory approval. If approved, muraglitazar has
the potential to be the first of the novel class of drugs known as dual PPAR
agonists to be approved for marketing in the U.S.

"We are very proud to be working with Bristol-Myers Squibb as their partner
for the development and commercialization of muraglitazar, which has the
potential to represent a true advance in the treatment of type 2 diabetes,"
said Raymond V. Gilmartin, chairman, president and chief executive officer,
Merck. "We believe that the combined scientific and marketing talents of our
two companies will help advance this potential new medicine.




"Through the discussions that have already taken place between our two teams,
we believe that this will be a productive relationship. This partnership is
consistent with Merck's strategy to develop external alliances that complement
our substantial internal research effort," Gilmartin added.

Type 2 diabetes, often known as adult-onset diabetes, occurs when the body
does not produce enough insulin to normally regulate blood sugar levels or
when the body develops resistance to the effects of insulin. Type 2 diabetes
is a growing public health problem that today affects 17 million adult
Americans and is now the sixth leading cause of death in this country,
according to the U.S. Centers for Disease Control (CDC). The condition is
associated with older age, obesity, a family history of diabetes and physical
inactivity. Worldwide, type 2 diabetes affects an estimated 40 million people
in major pharmaceutical markets today, a number that is expected to more than
double to 90 million people by 2015.

"Bristol-Myers Squibb and Merck are well established as leaders in the fields
of type 2 diabetes and cardiovascular medicine," Dolan said. "This
collaboration will enable Bristol-Myers Squibb and Merck to leverage the
breadth of R&D and commercial capabilities and resources in both type 2
diabetes and cardiology to realize the full potential of muraglitazar. We are
excited about this partnership and we are dedicated to combining our extensive
resources to advance the development and commercialization of muraglitazar as
a potential new treatment option for the millions of patients around the world
with type 2 diabetes."

ABOUT BRISTOL-MYERS SQUIBB
Bristol-Myers Squibb is a global pharmaceutical and related healthcare
products company whose mission is to extend and enhance human life. Visit
Bristol-Myers Squibb on the World Wide Web at www.bms.com

ABOUT MERCK
Merck & Co., Inc., which operates in many countries as Merck Sharp & Dohme, is
a global research-driven pharmaceutical products company. Merck discovers,
develops, manufactures and markets a broad range of innovative products to
improve human and animal health, directly and through its joint ventures.
Visit Merck on the World Wide Web at www.merck.com

BRISTOL-MYERS SQUIBB FORWARD-LOOKING STATEMENT

This press release contains "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and involve
significant risks and uncertainties that may cause results to differ
materially from those set forth in the statements. Among other risks, there
can be no guarantee that the product described in this release will receive
regulatory approval, or that it will prove to be commercially successful. This
and other risk factors are discussed in the company's 2003 Annual Report on
Form 10K and in the company's periodic reports on Form 10-Q. We undertake no
obligation to publicly



                                                                             3


update any forward-looking statement, whether as a result of new information,
future events, or otherwise.

MERCK FORWARD-LOOKING STATEMENT

This press release contains 'for ward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. These
statements involve risks and uncertainties, which may cause results to differ
materially from those set forth in the statements. The forward-looking
statements include statements regarding product development. No
forward-looking statement can be guaranteed, and actual results may differ
materially from those projected. Merck undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events, or otherwise. Forward-looking statements in this press release
should be evaluated together with the many uncertainties that affect the
Company's business, particularly those mentioned in the cautionary statements
in Item 1 of Merck's Form 10-K for the year ended Dec. 31, 2003, and in its
periodic reports on Form 10-Q and Form 8-K (if any) which Merck incorporates
by reference.

For more information, contact: Merck - Janet Skidmore, Media, 908-423-3046;
Mark Stejbach, Investors, 908-423-5185; or Bristol-Myers Squibb - Bonnie
Jacobs, Media, 609-252-4089; John Elicker, Investors, 212-546-3775





Article Date: 04/28/2004