8-K

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                       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: September 26, 2003
               Date of earliest event reported: September 24, 2003


                          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 7 (c).  Exhibits

Exhibit 99 - Press release of Bristol-Myers Squibb Company dated September 24,
2003 announcing the intention to offer convertible senior debentures.


Item 9. Regulation FD Disclosure

On September 24, 2003, Bristol-Myers Squibb Company issued a press release
announcing the intention to offer $1 billion of convertible senior debentures. A
copy of the press release is furnished as Exhibit 99 to this report and is
incorporated herein by reference.



                                   SIGNATURES

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


                                      Bristol-Myers Squibb Company,


                                      By:  /s/ Sandra Leung
                                           -------------------------------------
                                           Name: Sandra Leung
                                           Title: Secretary

Date:  September 26, 2003



                                  EXHIBIT INDEX


EXHIBIT NO.     DESCRIPTION
- -----------     -----------

    99          Press Release dated September 24, 2003 of Bristol-Myers
                Squibb Company

EX-99

                                                                      Exhibit 99


FOR IMMEDIATE RELEASE


CONTACT:   Bonnie Jacobs                       John Elicker
           Corporate Affairs                   Investor Relations
           609-252-4089                        212-546-3775
           bonnie.jacobs@bms.com               john.elicker@bms.com


BRISTOL-MYERS SQUIBB ANNOUNCES OFFERING OF CONVERTIBLE SENIOR DEBENTURES

         NEW YORK, NEW YORK (September 24, 2003) -- Bristol-Myers Squibb (NYSE:
BMY) announced today that it intends to offer $1 billion of convertible senior
debentures through an offering to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933.

         The debentures are expected to have a term of 20 years (with a right by
the company to call them after five years, and a right by holders to put their
debenture every five years) and will be convertible into Bristol-Myers Squibb
common stock, at a price to be determined by negotiations between Bristol-Myers
Squibb and the initial purchasers of the debentures. The terms of the offering
are expected to include an option exercisable by the initial purchasers to
purchase up to an additional $200 million aggregate principal amount of
debentures.

         This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities. The offering is being made only to
qualified institutional buyers. The convertible senior debentures being offered
have not been registered under the United States federal or state securities
laws and may



not be offered or sold absent registration or an applicable exemption from the
registration requirements.

         Bristol-Myers Squibb is a global pharmaceutical and related health care
products company whose mission is to extend and enhance human life.

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. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.



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