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): February 9, 2006

BRISTOL-MYERS SQUIBB COMPANY

(Exact Name of Registrant as Specified in its Charter)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On February 9, 2006, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing that U.S. District Judge Stanley Chesler has entered preliminary approval of a settlement agreement with plaintiffs in the consolidated securities class action litigation, pending in the U.S. District Court for the District of New Jersey, relating to the Company’s investigational compound, omapatrilat (VANLEV™). A copy of the press release is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

99.1    Press release, dated February 9, 2006

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 hereunto duly authorized.

	Bristol-Myers Squibb Company
Date: February 10, 2006
	By:	/s/ Sandra Leung
	Name:	Sandra Leung
	Title:	Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated February 9, 2006

EX-99.1

Exhibit 99.1

Contact:	Media:
	Laura Hortas
	Communications 609-252-4587
	laura.hortas@bms.com
	Tony Plohoros
	Communications
	609-252-7938
	tony.plohoros@bms.com

BRISTOL-MYERS SQUIBB ANNOUNCES PRELIMINARY APPROVAL OF

SETTLEMENT IN SHAREHOLDER CLASS ACTION LITIGATION

NEW YORK, NEW YORK (Feb 9, 2006) -- Bristol-Myers Squibb Company (NYSE: BMY) announced today that U.S. District Judge Stanley Chesler has entered preliminary approval of a settlement agreement with plaintiffs in the consolidated securities class action litigation, pending in the U.S. District Court for the District of New Jersey, relating to the Bristol-Myers Squibb investigational compound, omapatrilat (VANLEV™).

Under the proposed settlement, Bristol-Myers Squibb will pay $185,000,000 to create a Settlement Fund to pay the claims of certain investors who purchased Bristol-Myers Squibb common stock during the period from October 19, 1999 through March 20, 2002. As previously disclosed, the Company has established a reserve in the amount of the Settlement Fund. The settlement also includes provisions regarding the Company’s commitment to the public disclosure of the results of certain clinical trials, and the registration of trials on an appropriate publicly-accessible database. The settlement was entered into without any admission of wrongdoing by the Company. Notice to potentially eligible claimants will be mailed out in early March 2006. The settlement is subject to certain conditions, including the District Court’s review and final approval at a fairness hearing, which is scheduled for May 11, 2006. There is no assurance that such conditions will be satisfied.

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

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