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Bristol Myers Squibb Co · DEF 14A · For 5/5/98

Filed On 3/16/98 · SEC File 1-01136 · Accession Number 950117-98-527

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 3/16/98  Bristol Myers Squibb Co           DEF 14A     5/05/98    1:37                                     950117

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Bristol-Myers DEF 14A                                 37    171K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Annual Meeting and Proxy Solicitation Information Board Compensation Committee Report on Executive Compensation Board of Directors C.A. Heimbold, Jr CEO Compensation Certain Business Relationships Committees of the Board Compensation and Benefits Compensation of Directors Deductibility of Compensation Over $1 Million Directors and Nominees Employment Agreement Executive Officer Compensation Long-Term Incentive Plan Awards in Last Fiscal Year Meetings of the Board Option/SAR Grants in the Last Fiscal Year Pension Benefits Performance Graph Proposal 2 -- Appointment of Independent Accountants Proposal 3 -- Stockholder Proposal Relating to Annual Election of Directors Summary Compensation Table Voting Securities and Principal Holders 1999 Proxy Proposals
1	1st Page
6	Annual Meeting and Proxy Solicitation Information
7	Voting Securities and Principal Holders
9	Board of Directors
"	Meetings of the Board
"	Compensation of Directors
10	Certain Business Relationships
"	Committees of the Board
11	Directors and Nominees
16	Compensation and Benefits
"	Executive Officer Compensation
17	Summary Compensation Table
"	C.A. Heimbold, Jr
18	Option/SAR Grants in the Last Fiscal Year
19	Long-Term Incentive Plan Awards in Last Fiscal Year
20	Board Compensation Committee Report on Executive Compensation
22	CEO Compensation
23	Deductibility of Compensation Over $1 Million
"	Performance Graph
24	Pension Benefits
25	Employment Agreement
"	Proposal 2 -- Appointment of Independent Accountants
"	Proposal 3 -- Stockholder Proposal Relating to Annual Election of Directors
26	1999 Proxy Proposals

DEF 14A 1st Page of 37 TOC Top Previous Next Bottom Just 1st
Sponsored Ads...

Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

BRISTOL-MYERS SQUIBB COMPANY
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

.......................................................

(4) Date Filed:

.......................................................

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[LOGO]

March 16, 1998

· Download Table

NOTICE OF DEAR FELLOW STOCKHOLDER:
1998 ANNUAL
MEETING AND You are cordially invited to attend the Annual Meeting
PROXY STATEMENT of Stockholders of Bristol-Myers Squibb Company at the
TUESDAY, MAY 5, 1998 Hotel duPont, 11th and Market Streets, Wilmington,
AT 9:45 A.M. Delaware, on Tuesday, May 5, 1998 at 9:45 a.m.
HOTEL DU PONT
11TH AND MARKET This booklet includes the Notice of Annual Meeting and
STREETS the Proxy Statement. The Proxy Statement describes the
WILMINGTON business to be transacted at the meeting and provides
DELAWARE other information concerning the Company which you
should be aware of when you vote your shares.

The principal business of the Annual Meeting will be
the election of directors, ratification of the
appointment of the independent accountants and
consideration of one stockholder-proposed resolution.
As in prior years, we plan to review the status of the
Company's business at the meeting.

At last year's Annual Meeting over 86% of the
outstanding shares were represented. It is important
that your shares be represented whether or not you are
personally able to attend. In order to ensure that you
will be represented, we ask you to sign, date and
return the enclosed proxy card or proxy voting
instruction form promptly. Proxy votes are tabulated by
an independent agent and reported at the Annual
Meeting. The tabulating agent maintains the con-
fidentiality of the proxies throughout the voting
process, and no information is disclosed to the Company
which would identify the vote of any stockholder.

Admission to the Annual Meeting will be by ticket only.
If you are a registered stockholder planning to attend
the meeting, please check the appropriate box on the
proxy card and retain the bottom portion of the card as
your admission ticket. If your shares are held through
an intermediary such as a bank or broker, follow the
instructions in the Proxy Statement to obtain a ticket.

As is our usual practice, we have provided space on the
proxy card for comments from our registered
stockholders. We urge you to use it to let us know your
feelings about the Company or to bring a particular
matter to our attention. If you hold your shares
through an intermediary, please feel free to write
directly to us.

Charles A. Heimbold, Jr.

CHARLES A. HEIMBOLD, JR.
Chairman and Chief Executive Officer

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[LOGO]

---------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
---------------------------------------------

Notice is hereby given that the Annual Meeting of Stockholders will be held
at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday,
May 5, 1998, at 9:45 a.m. for the following purposes as set forth in the
accompanying Proxy Statement:

to elect directors;

to ratify the appointment of Price Waterhouse LLP as
independent accountants for 1998;

to consider and vote upon one stockholder-proposed
resolution; and

to transact such other business as may properly come before
the meeting or any adjournments thereof.

Holders of record of the Company's Common and Preferred Stock at the close
of business on March 6, 1998 will be entitled to vote at the meeting.

By Order of the Board of Directors

Alice C. Brennan

ALICE C. BRENNAN
Secretary

Dated: March 16, 1998

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YOUR VOTE IS IMPORTANT

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS
IMPORTANT.

IF YOU DO NOT ATTEND THE ANNUAL MEETING TO VOTE IN PERSON, YOUR
VOTE WILL NOT BE COUNTED UNLESS A SIGNED PROXY REPRESENTING YOUR
SHARES IS PRESENTED AT THE MEETING.

TO ENSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, YOU
SHOULD MARK, SIGN AND DATE THE ENCLOSED PROXY CARD OR PROXY VOTING
INSTRUCTION FORM AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU DO ATTEND
THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE BY BALLOT.

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[LOGO]

------------------------------
PROXY STATEMENT
------------------------------

TABLE OF CONTENTS

· Enlarge/Download Table

PAGE
----

ANNUAL MEETING AND PROXY SOLICITATION INFORMATION........................................................ 1
VOTING SECURITIES AND PRINCIPAL HOLDERS.................................................................. 2
BOARD OF DIRECTORS....................................................................................... 4
Meetings of the Board............................................................................... 4
Compensation of Directors........................................................................... 4
Certain Business Relationships...................................................................... 5
Committees of the Board............................................................................. 5
Directors and Nominees.............................................................................. 6
COMPENSATION AND BENEFITS................................................................................ 11
Executive Officer Compensation...................................................................... 11
Summary Compensation Table....................................................................... 12
Option/SAR Grants in the Last Fiscal Year........................................................ 13
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year-End Option/SAR Values.... 14
Long-Term Incentive Plan Awards in Last Fiscal Year.............................................. 14
Board Compensation Committee Report on Executive Compensation....................................... 15
CEO Compensation................................................................................. 17
Deductibility of Compensation Over $1 Million.................................................... 18
Performance Graph................................................................................... 18
Pension Benefits.................................................................................... 19
Employment Agreement................................................................................ 20
PROPOSALS TO BE VOTED UPON
Proposal 1 -- Election of Directors................................................................. 20
Proposal 2 -- Appointment of Independent Accountants................................................ 20
Proposal 3 -- Stockholder Proposal Relating to Annual Election of Directors......................... 20
1999 PROXY PROPOSALS..................................................................................... 21

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ANNUAL MEETING AND PROXY SOLICITATION INFORMATION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors for use at the Annual Meeting of
Stockholders on May 5, 1998.

This Proxy Statement, a proxy card and the Annual Report of Bristol-Myers
Squibb Company, including financial statements for 1997, are being sent to all
stockholders of record as of the close of business on March 6, 1998 for delivery
beginning March 16, 1998. Although the Annual Report and Proxy Statement are
being mailed together, the Annual Report should not be deemed to be part of the
Proxy Statement.

Holders of record of the Company's $0.10 par value Common Stock and $2.00
Convertible Preferred Stock at the close of business on March 6, 1998 will be
entitled to vote at the 1998 Annual Meeting. On each matter properly brought
before the meeting, stockholders will be entitled to one vote for each share of
stock held.

Attendance at the Annual Meeting will be limited to stockholders as of the
record date, their authorized representatives and guests of the Company.
Admission will be by ticket only. For registered stockholders, the bottom
portion of the proxy card enclosed with the Proxy Statement is their Annual
Meeting ticket. Beneficial owners with shares held through an intermediary, such
as a bank or broker, should request tickets in writing from Stockholder
Services, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York
10154, and include proof of ownership, such as a bank or brokerage firm account
statement or a letter from the broker, trustee, bank or nominee holding their
stock, confirming beneficial ownership. Stockholders who do not obtain tickets
in advance may obtain them upon verification of ownership at the Registration
Desk on the day of the meeting. Admission to the Annual Meeting will be
facilitated if tickets are obtained in advance. Tickets may be issued to others
at the discretion of the Company.

Proxies are solicited to give all stockholders who are entitled to vote on
the matters that come before the meeting the opportunity to do so whether or not
they choose to attend the meeting in person.

If you are a registered stockholder you may vote by proxy by using the
proxy card enclosed with the Proxy Statement. When your proxy card is returned
properly signed, the shares represented will be voted according to your
directions. You can specify how you want your shares voted on each proposal by
marking the appropriate boxes on the proxy card. The proposals are identified by
number and an identifying title on the proxy card. Please review the voting
instructions on the proxy card and read the entire text of the proposals and the
positions of the Board of Directors in the Proxy Statement prior to marking your
vote. If your proxy card is signed and returned without specifying a vote or an
abstention on any proposal, it will be voted according to the recommendation of
the Board of Directors on that proposal. That recommendation is shown for each
proposal on the proxy card. For the reasons set forth in more detail later in
the Proxy Statement, the Board of Directors recommends a vote FOR the election
of directors and FOR the ratification of the appointment of Price Waterhouse
LLP. The Board of Directors has decided not to take a position FOR or AGAINST
the one stockholder-proposed resolution. If you are a stockholder who holds
shares through an intermediary, you must provide instructions on voting to your
nominee holder.

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The Board of Directors of Bristol-Myers Squibb knows of no other matters
which may be brought before the meeting. However, if any other matters are
properly presented for action, it is the intention of the named proxies to vote
on them according to their best judgment.

A plurality of the votes cast at the meeting is required to elect
directors. The affirmative vote of a majority of the shares of stock present in
person or by proxy is required for ratification of the appointment of Price
Waterhouse LLP ('Price Waterhouse') and for the adoption of the
stockholder-proposed resolution.

In accordance with the laws of the State of Delaware and the Company's
Restated Certificate of Incorporation and Bylaws (i) for the election of
directors, which requires a plurality of the votes cast, only proxies and
ballots indicating votes 'FOR all nominees', 'WITHHELD for all nominees' or
specifying that votes be withheld for one or more designated nominees are
counted to determine the total number of votes cast; broker non-votes are not
counted, and (ii) for the adoption of all other proposals, which are decided by
a majority of the shares of the stock of the Company present in person or by
proxy and entitled to vote, only proxies and ballots indicating votes 'FOR',
'AGAINST' or 'ABSTAIN' on the proposals or providing the designated proxies with
the right to vote in their judgment and discretion on the proposals are counted
to determine the number of shares present and entitled to vote; broker non-votes
are not counted.

If you are a registered stockholder and wish to give your proxy to someone
other than the Directors' Proxy Committee, you may do so by crossing out the
names of all three Proxy Committee members appearing on the proxy card and
inserting the name of another person. The signed card must be presented at the
meeting by the person you have designated on the proxy card. You may revoke your
proxy at any time before it is voted at the meeting by taking one of the
following three actions: (i) by giving written notice of the revocation to the
Company; (ii) by executing and delivering a proxy with a later date; or (iii) by
voting in person at the meeting.

Tabulation of proxies and the votes cast at the meeting is conducted by an
independent agent and certified to by independent inspectors of election. Any
information that identifies the stockholder or the particular vote of a
stockholder is kept confidential and not disclosed to the Company.

The expense of preparing, printing and mailing proxy materials to
Bristol-Myers Squibb stockholders will be borne by Bristol-Myers Squibb. In
addition to solicitations by mail, a number of regular employees of
Bristol-Myers Squibb may solicit proxies on behalf of the Board of Directors in
person or by telephone. The Company has also retained, on behalf of the Board of
Directors, Georgeson & Company Inc., Wall Street Plaza, New York, New York
10005, to aid solicitation by mail, telephone, telegraph and personal interview
for a fee of approximately $25,000 which will be paid by the Company.
Bristol-Myers Squibb will also reimburse brokerage houses and other nominees for
their expenses in forwarding proxy material to beneficial owners of the
Company's stock.

VOTING SECURITIES AND PRINCIPAL HOLDERS

At the close of business on March 6, 1998, there were 995,645,397 shares of
$0.10 par value Common Stock ('Common Stock'), and 12,680 shares of $2.00
Convertible Preferred Stock ('Preferred Stock') outstanding and entitled to
vote.

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The following table sets forth, as of February 6, 1998, beneficial
ownership of shares of Common Stock of the Company by each director, each of the
named executive officers and all directors and officers as a group.
Unless otherwise noted, such shares are owned directly or indirectly with
sole voting and sole investment power.
None of the directors or officers owns any Preferred Stock of the Company.

· Enlarge/Download Table

OF TOTAL NUMBER OF
SHARES BENEFICIALLY
TOTAL NUMBER OF PERCENT OF OWNED, SHARES WHICH MAY
SHARES BENEFICIALLY COMMON STOCK BE ACQUIRED WITHIN
NAME OWNED(a) OWNED 60 DAYS(b)
---------------------------- ------------------- ------------ -----------------------

R. E. Allen................. 34,523(c) *(d) 11,000
V. D. Coffman............... 518(c) * 0
E. V. Futter................ 12,048(c) * 9,450
L. V. Gerstner, Jr.......... 24,962(c)(e) * 7,500
L. H. Glimcher, M.D......... 562(c) * 0
C. A. Heimbold, Jr.......... 2,677,699(f) * 2,360,700
J. D. Macomber.............. 26,815(c)(g) * 0
J. L. McGoldrick............ 175,800 * 142,500
M. F. Mee................... 129,150(h) * 75,000
P. S. Ringrose, Ph.D........ 90,087 * 31,250
J. D. Robinson III.......... 19,915(c) * 11,000
A. C. Sigler................ 18,315(c) * 11,000
L. W. Sullivan, M.D......... 7,059(c)(i) * 5,000
K. E. Weg................... 683,660(j) * 628,300
All Directors and Officers
as a Group
(c)(d)(e)(f)(g)(h)(i)(j)(k).. 5,869,260 0.6% 4,865,437

------------
(a) Shares beneficially owned includes direct and indirect ownership of shares
and deferred equivalent shares, and stock options that are currently
exercisable.

(b) Includes stock options that are currently exercisable plus stock options
that are to be exercisable within 60 days.

(c) Includes amounts credited to directors' accounts in the 1987 Deferred
Compensation Plan for Non-Employee Directors as deferred equivalent shares
which are valued according to the market value and shareholder return on
equivalent shares of Common Stock. Mr. Allen, Mr. Coffman, Ms. Futter, Mr.
Gerstner, Dr. Glimcher, Mr. Macomber, Mr. Robinson, Mr. Sigler and Dr.
Sullivan hold 22,589, 500, 1,602, 1,315, 562, 1,315, 1,315, 1,315 and 1,859
such equivalent shares, respectively.

(d) Asterisk (*) represents less than 1% of stock.

(e) Includes 2,747 deferred equivalent shares credited to Mr. Gerstner's
account in the Squibb Corporation Deferred Plan for Fees of Outside
Directors which are valued according to the market value and shareholder
return on equivalent shares of Common Stock. Also includes 300 shares held
in trust for the benefit of Mr. Gerstner's wife over which neither he nor
she exercises voting or investment power.

(f) Includes 5,868 shares held by members of Mr. Heimbold's family over which
he exercises shared voting and investment power and also includes 52,669
shares owned by a family charitable foundation over which he exercises
shared voting and investment power. Also includes 9,732 shares held in
trust for one of Mr. Heimbold's children over which he has neither voting
nor investment power. Also includes 2,360,700 stock options that are
currently exercisable.

(g) Includes 3,300 shares held by members of Mr. Macomber's family over which
he exercises shared voting and investment power.

(h) Includes 50 shares held by one of Mr. Mee's children over which he
exercises shared voting and investment power.

(i) Includes 200 shares owned jointly by Dr. Sullivan and his wife over which
he exercises shared voting and investment power.

(j) Includes 557,300 stock options that are currently exercisable.

(k) Includes 9,720 shares held jointly by other executive officers and their
respective spouses over which the officers exercise shared voting and
investment power. Also includes 811 shares owned by or for children of the
other executive officers over which the officers exercise shared voting and
investment power.

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BOARD OF DIRECTORS

The business of the Company is managed under the direction of the Board of
Directors. It has responsibility for establishing broad corporate policies and
for the overall performance of the Company. It is not, however, involved in
operating details on a day-to-day basis. The Board is kept advised of the
Company's business through regular written reports and analyses and discussions
with the Chairman and other officers of the Company.

MEETINGS OF THE BOARD

The Board meets on a regularly scheduled basis during the year to review
significant developments affecting the Company and to act on matters requiring
Board approval. It also holds special meetings when an important matter requires
Board action between scheduled meetings. Members of senior management regularly
attend Board meetings to report on and discuss their areas of responsibility.

In 1997, there were eight regular and two special meetings of the Board.
Director aggregate attendance at Board and Committee meetings averaged over 95%.

COMPENSATION OF DIRECTORS

In 1997, the non-employee directors of the Company received an annual cash
retainer of $35,000. The Company requires that 25% of the retainer be deferred
and credited to a deferred compensation account, the value of which is
determined by the value of Bristol-Myers Squibb Company Common Stock, until
certain ownership guidelines are attained. Non-employee directors received an
additional fee of $2,000 for attending each Board meeting, Board Committee
meeting and Annual Meeting of Stockholders. In addition, the Chairmen of the
Audit Committee, the Compensation and Management Development Committee and the
Committee on Directors and Corporate Governance received an annual fee of
$10,000. In 1997, two non-employee directors elected to participate in the 1987
Deferred Compensation Plan for Non-Employee Directors. Under the provisions of
the Plan, a non-employee director may elect to defer payment of all or part of
the compensation received as a director. Deferred funds may be credited to a
6-month United States Treasury bill equivalent fund, a fund based on the return
on the Company's invested cash or a fund based on the return on Bristol-Myers
Squibb Company Common Stock or to two or three of the funds. Deferred portions
are payable in a lump sum or in not more than ten annual installments. Payments
under the Plan commence when a participant ceases to be a director or at a
future date previously specified by the director. In addition to the annual cash
compensation discussed above, all non-employee directors received an award of
500 deferred share units, the value of which is determined by the value of
Bristol-Myers Squibb Company Common Stock. The Company's Retirement Plan for
Non-Employee Directors was terminated in 1996. Benefits existing under the Plan
were vested as of that time for all directors who had served on the Board as of
that date. The Bristol-Myers Squibb Company Non-Employee Directors' Stock Option
Plan provides for the automatic grant on the date of the Company's Annual
Meeting of an option to purchase 2,000 shares of the Company's Common Stock to
each individual who is elected to the Board of Directors at such meeting or who
had previously been elected to the Board of Directors for a term extending
beyond such Annual Meeting, provided such individual is not also an employee of
the Company. The price of the option is the fair market price of the Company's
Common Stock on the date the option is granted. Each option becomes

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exercisable in four equal installments commencing on the earlier of the first
anniversary of the date of grant or the date of the next Annual Meeting and
continuing similarly for the three years thereafter. The options also become
fully exercisable upon retirement from the Board after one year of service
following the grant date. In 1997, options for a total of 14,000 shares were
granted, consisting of options for 2,000 shares granted to each of seven
non-employee directors. The Directors' Charitable Contribution Program is part
of the Company's overall program of charitable contributions. The Program is
fully funded by life insurance policies purchased by the Company on individual
members and retired members of the Board of Directors. In 1997, the Company paid
a total of $186,000 in premiums on policies covering twelve directors and
retired directors. The policies provide for a $1 million death benefit for each
director covered. Upon the death of a director, the Company donates one-half of
the $1 million benefit to one or more qualifying charitable organizations
designated by the director. The remaining one-half of the benefit is contributed
to the Bristol-Myers Squibb Foundation, Inc. for distribution according to the
Foundation's program for charitable contributions to medical research,
health-related and community service organizations, educational institutions and
education-related programs and cultural and civic activities. Individual
directors derive no financial benefit from this program since all charitable
deductions relating to the contributions accrue solely to the Company.

CERTAIN BUSINESS RELATIONSHIPS

During 1997, the Company engaged the services of Violy Byorum & Partners
Holdings, LLC, of which James D. Robinson III is Chairman. Violy Byorum &
Partners Holdings, LLC acted as a financial advisor in connection with the
Company's acquisition of Abeefe S.A. in Peru.

COMMITTEES OF THE BOARD

The Company's Bylaws specifically provide for an Audit Committee and an
Executive Committee. The Company's Bylaws also authorize the establishment of
additional committees of the Board and, under this authorization, the Board of
Directors has established the Committee on Directors and Corporate Governance
and the Compensation and Management Development Committee. The Board has
appointed individuals from among its members to serve on these four committees.
The membership of these four committees, with the exception of the Executive
Committee, is composed entirely of non-employee directors. From time to time the
Board of Directors establishes special committees to address certain issues.
Composition of such committees depends upon the nature of the issue being
addressed.

The duties of the Audit Committee are (a) to recommend to the Board of
Directors a firm of independent accountants to perform the examination of the
annual financial statements of the Company; (b) 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; (c) to
review with the independent accountants and with the Controller significant
matters revealed in the course of the audit of the annual financial statements
of the Company; (d) to review on a regular basis whether the Company's Standards
of Business Conduct and Corporate Policies relating thereto has 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

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violation of the Standards of Business Conduct; (e) to review with the
Controller any suggestions and recommendations of the independent accountants
concerning the internal control standards and accounting procedures of the
Company; (f) 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; and (g) to report its activities and actions
to the Board at least once each fiscal year.

The Committee on Directors and Corporate Governance's duties include, among
other things, (a) screening and recommending candidates for the Board of
Directors of the Company; (b) recommending the term of office for directors; (c)
recommending retirement policies for non-employee directors and remuneration for
non-employee directors; (d) recommending the desirable ratio of employee
directors to non-employee directors; (e) reviewing the format of Board meetings
and making recommendations for the improvement of such meetings; (f)
recommending the nature and duties of committees of the Board; and (g)
considering matters of corporate social responsibility and matters of
significance in areas related to corporate public affairs, the Company's
employees, stockholders and its customers. The Committee on Directors and
Corporate Governance considers stockholder recommendations of nominees for
election to the Board of Directors if they are accompanied by a comprehensive
written resume of the recommended nominee's business experience and background
and a consent in writing signed by the recommended nominee that he or she is
desirous of being considered as a nominee and, if nominated and elected, he or
she will serve as a director. Stockholders should send their written
recommendations of nominees accompanied by the aforesaid documents to the
principal executive offices of the Company addressed to the Company, 345 Park
Avenue, New York, New York 10154, attention Corporate Secretary.

The Compensation and Management Development Committee's duties include,
among other things, (a) administration of the Company's annual incentives, stock
option and long-term incentive plans; (b) adoption and review of major
compensation plans; (c) responsibility for the Company's management development
programs and procedures; and (d) approval of compensation for corporate officers
and certain senior management.

During calendar year 1997, the committees of the Board held in the
aggregate a total of ten meetings; the Audit Committee having met three times,
the Compensation and Management Development Committee having met five times and
the Committee on Directors and Corporate Governance having met two times. There
were no meetings of the Executive Committee in 1997.

DIRECTORS AND NOMINEES

Following are the nominees and the other directors of the Company who will
continue in office beyond the Annual Meeting, with information including their
principal occupation and other business affiliations, the year each was first
elected as a director, the Board Committee memberships of each, other
affiliations and each director's age. After the election of three directors at
the meeting, the Company will have ten directors, including the seven directors
whose present terms extend beyond the meeting. John D. Macomber, who has been a
director of the Company since 1993, will retire from the Board of Directors at
the Annual Meeting. Listed first below are nominees for election for the
1998-2001 term followed by the directors in the 1996-1999 term and then the
directors in the 1997-2000 term.

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1998-2001 TERM
-------------------------------------------------------------------------------

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[PHOTO] LOUIS V. GERSTNER, JR.

Chairman and Chief Executive Officer of IBM Corporation since 1993.
Chairman and Chief Executive Officer of RJR Nabisco Holdings Corporation
from 1989 to 1993. Director of the Company since 1989 and a director of
Squibb Corporation from 1986 to 1989. His present term expires at this
Annual Meeting. Mr. Gerstner co-chairs Achieve, an organization created by
United States governors and business leaders to establish high academic
standards in our nation's schools. He is a director of the Council on
Foreign Relations, and a member of the Smithsonian Board of Regents and the
board of Lincoln Center for the Performing Arts. Board Committees:
Committee on Directors and Corporate Governance and Executive Committee.
Age 56.

[PHOTO] CHARLES A. HEIMBOLD, JR.

Chairman of the Board and Chief Executive Officer of the Company. Mr.
Heimbold was elected Chairman of the Board in 1995, Chief Executive Officer
in 1994 and President in 1992. Mr. Heimbold was Executive Vice President of
the Company from 1989 until 1992. Director of the Company since 1989. His
present term expires at this Annual Meeting. He is a director of Mobil
Corporation and a trustee of the American Museum of Natural History. He is
a member of The Business Roundtable, The Business Council and the Council
on Foreign Relations. He is the Immediate Past Chairman of the Board of
Directors of the Pharmaceutical Research and Manufacturers of America,
Chairman of the Board of Trustees of Phoenix House and Chairman of the
Board of Overseers of the Law School and Trustee of the University of Penn-
sylvania. He is also a member of the Commonwealth Fund Commission on
Women's Health. Board Committee: Executive Committee. Age 64.

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[PHOTO] KENNETH E. WEG

Executive Vice President of the Company since 1995 and President of the
Worldwide Medicines Group since 1997. Mr. Weg was President of the
Pharmaceutical Group from 1993 to 1996 and President of Pharmaceutical
Operations from 1991 to 1993. Director of the Company since 1995. His
present term expires at this Annual Meeting. Mr. Weg serves on the Board of
Directors of Fox Chase Cancer Center, the Board of Trustees of the
Foundation of the University of Medicine and Dentistry of New Jersey, the
Board of Trustees of the Princeton Medical Center and the Foundation for
New Jersey Public Broadcasting, Inc. He is also a member of the
Philadelphia Museum of Art Corporate Executive Committee. Age 59.

1996-1999 TERM
------------------------------------------------------------------------------------------------------------------

[PHOTO] VANCE D. COFFMAN

Chief Executive Officer and Vice Chairman since 1997 of Lockheed Martin
Corporation, a high technology aerospace and defense company. Director of
the Company since January 1998. His present term expires at the 1999 Annual
Meeting. Board Committee: Committee on Directors and Corporate Governance.
Age 53.

[Photo] ELLEN V. FUTTER

President of the American Museum of Natural History since 1993. President
of Barnard College from 1981 to 1993. Director of the Company since 1990.
Her present term expires at the 1999 Annual Meeting. Ms. Futter is a
director of J.P. Morgan & Co. Incorporated and of Consolidated Edison,
Inc., as well as a trustee of Consolidated Edison Company of New York, Inc.
and the American Museum of Natural History. She is a member of the Council
on Foreign Relations and a Partner of the New York City Partnership, Inc.
Ms. Futter is also a member of the Advisory Board of the Yale School of
Management. Board Committees: Audit Committee and Committee on Directors
and Corporate Governance. Age 48.

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[PHOTO] ANDREW C. SIGLER

Chief Executive Officer from 1974 to 1996 and Chairman from 1979 to 1996 of
Champion International Corporation, a paper and wood products company.
Director of the Company since 1984. His present term expires at the 1999
Annual Meeting. Mr. Sigler is a director of AlliedSignal Inc., The Chase
Manhattan Corporation and General Electric Company. He is a member of the
Board of Trustees for Dartmouth College. Board Committees: Compensation and
Management Development Committee (Chairman) and Executive Committee. Age
66.

[PHOTO] LOUIS W. SULLIVAN, M.D.

President of Morehouse School of Medicine from 1981 to 1989 and since 1993.
From 1989 to 1993 Secretary of the United States Department of Health and
Human Services. Director of the Company since 1993. His present term
expires at the 1999 Annual Meeting. Dr. Sullivan is a director of 3-M
Corporation, Georgia-Pacific Corporation, General Motors Corporation, CIGNA
Corporation, Household International, Inc., EndoVascular Instruments, Inc.
and Equifax Inc. He is a founder and Chairman of Medical Education for
South African Blacks, Inc., a member of the National Executive Council of
the Boy Scouts of America, a member of the Board of Trustees of Little
League of America, Africare and the International Foundation for Education
and Self-Help and a director of the Ethics Resource Center and United Way
of America. Board Committees: Audit Committee and Compensation and
Management Development Committee. Age 64.

1997-2000 TERM
------------------------------------------------------------------------------------------------------------------

[PHOTO] ROBERT E. ALLEN

Chairman and Chief Executive Officer from 1988 to 1997 of AT&T Corp., a
communications and information services company. Director of the Company
since 1986. His present term expires at the 2000 Annual Meeting. Mr. Allen
is a director of Pepsico, Inc. and Chrysler Corporation. He is a member of
The Business Council and J.P. Morgan International Council and a trustee of
Mayo Foundation and Wabash College. Board Committees: Committee on
Directors and Corporate Governance (Chairman), Compensation and Management
Development Committee and Executive Committee. Age 63.

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[PHOTO] LAURIE H. GLIMCHER, M.D.

Irene Heinz Given Professor of Immunology at the Harvard School of Public
Health and Professor of Medicine at the Harvard Medical School since 1991.
Director of the Company since 1997. Her present term expires at the 2000
Annual Meeting. Dr. Glimcher is a director of Waters Corporation. Board
Committees: Audit Committee and Committee on Directors and Corporate
Governance. Age 46.

[PHOTO] JAMES D. ROBINSON III

Chairman and Chief Executive Officer since 1994 of RRE Investors, LLC, a
private venture investment firm, and Chairman of Violy Byorum & Partners
Holdings, LLC, a private firm specializing in financial advisory and
investment banking activities in Latin America. He previously served as
Chairman and Chief Executive Officer of American Express Company from 1977
to 1993. Director of the Company since 1976. His present term expires at
the 2000 Annual Meeting. Mr. Robinson is a director of The Coca-Cola
Company, Cambridge Technology Partners, First Data Corporation, Union
Pacific Corporation and The Coleman Company. He is Chairman of the Board of
Overseers of Memorial Sloan-Kettering Cancer Center, a member of The
Business Council and the Council on Foreign Relations and an Honorary
Trustee of The Brookings Institution. Board Committees: Audit Committee
(Chairman) and Executive Committee. Age 62.

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COMPENSATION AND BENEFITS

The Company's compensation and benefits programs are designed to enable the
Company to attract, retain and motivate the best possible employees to operate
and manage the Company at all levels.

In general, all U.S.-based employees, except in some cases those covered by
collective bargaining agreements, receive a base salary, participate in an
annual incentive plan, a Company-supported savings plan and a Company-funded
pension plan and are provided with medical and other welfare benefits coverage.
Employees outside of the United States are similarly covered by comprehensive
compensation and benefits programs.

In February of 1995, the Company implemented a global stock option grant
known as the TeamShare Stock Option Plan. Under this Plan employees, who met
certain service requirements and were not key executives, were eligible for a
stock option award giving them each the opportunity to purchase 200 shares of
the Company's Common Stock. In 1996, the Company took steps to expand the Plan
to include those employees hired after the announcement in 1995, extending
TeamShare to a broader group of employees. All TeamShare recipients possess a
stronger link with Company stockholders, as they benefit from the stock price
appreciation resulting from their efforts to grow and strengthen the business.

In addition, the Company maintains specific executive compensation programs
designed to provide incentives to reward and retain outstanding executives who
bear the responsibility for achieving the demanding business objectives
necessary to assure the Company's leadership position in the highly complex and
competitive industries in which it operates. The executive compensation programs
are based upon a pay-for-performance philosophy to provide incentives to achieve
both short-term and long-term objectives and to reward exceptional performance,
gains in productivity and contributions to the Company's growth and success.

While performance against financial objectives and relative total
stockholder return are the determinants of formula-based incentive payments
under the Company's executive compensation program, the successful Bristol-Myers
Squibb executive must perform effectively in many areas which are not measured
specifically by financial results. Performance is also assessed against
standards of business conduct reflecting social values, environmental
stewardship and the expectations of the Company's key constituencies, including
its employees and stockholders, the consumers of its products, suppliers and
customers, the communities it operates in and the countries where it does
business. The Bristol-Myers Squibb Company Pledge clearly defines what is
expected of every employee in the Company, and the performance of the Company's
executives is appraised in this regard.

EXECUTIVE OFFICER COMPENSATION

The following tables and notes present the compensation provided by the
Company to its Chief Executive Officer and the Company's four other most highly
compensated executive officers, for services rendered to the Company in 1995,
1996 and 1997.

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SUMMARY COMPENSATION TABLE

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LONG TERM COMPENSATION
-------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ----------------------------- ---------
OTHER ALL
ANNUAL RESTRICTED SECURITIES LONG TERM OTHER
COMPEN- STOCK UNDERLYING INCENTIVE COMPEN-
NAME/TITLE SALARY BONUS SATION(1) AWARDS(2) OPTIONS/SARS(3) PAYOUTS SATION(4)
YEAR $ $ $ $ # $ $
----------------- ---------- ---------- ------- ---------- --------------- ---------- -------

C.A. Heimbold, Jr.
Chairman and Chief
Executive
Officer
1997......... $1,221,000 $1,581,635 -- $ 0 600,000(5) $1,121,900(6) $54,935
1996......... $1,161,000 $1,161,000 -- $ 0 270,000 N/A(7) $52,245
1995......... $1,055,500 $1,303,543 -- $ 0 1,070,000(5) $ 0(8) $47,497
K.E. Weg
Executive Vice
President and
President,
Worldwide
Medicines Group
1997......... $ 680,000 $ 513,944 -- $3,813,752 212,000(5) $ 448,760(6) $30,391
1996......... $ 587,500 $ 461,997 -- $ 0 106,000 N/A(7) $26,432
1995......... $ 563,785 $ 532,991 -- $ 0 106,000 $ 0(8) $25,370
M.F. Mee
Senior Vice
President and
Chief Financial
Officer
1997......... $ 564,250 $ 362,275 -- $ 0 120,000(5) $ 280,475(6) $25,381
1996......... $ 536,750 $ 305,948 -- $ 0 60,000 N/A(7) $24,149
1995......... $ 507,500 $ 357,254 -- $ 0 60,000 (9) $22,838
J.L. McGoldrick
Senior Vice
President, Law
and Strategic
Planning and
General Counsel
1997......... $ 511,750 $ 328,568 -- $ 0 120,000(5) $ 280,475(6) $23,019
1996......... $ 486,250 $ 277,163 -- $ 0 60,000 (9) $21,658
1995......... $ 456,154 $ 327,337 -- $2,196,094 60,000 (9) $ 9,701
P.S. Ringrose, Ph.D.
President,
Pharmaceutical
Research
Institute(10)
1997......... $ 519,000 $ 315,162 -- $3,771,250 125,000 (9) $10,348

------------
(1) The only type of Other Annual Compensation for each of the named officers
was in the form of perquisites, and was less than the level required for
reporting.

(2) Mr. Weg, Mr. McGoldrick and Dr. Ringrose were the only named executives to
receive awards in the fiscal years listed. Mr. Mee also has an outstanding
award granted when he joined the Company. Regular dividends are paid on
these shares. The number and market value of shares of restricted stock
held by each of these executives at December 31, 1997 (based upon the
closing market value stock price of $94.625) were: Mr. Weg, 40,000 and
$3,785,000; Mr. Mee, 53,334 and $5,046,730; Mr. McGoldrick, 75,000 and
$7,096,875; and Dr. Ringrose, 70,000 and $6,623,750.

(3) The number of securities underlying options/SARs has been adjusted to
reflect the Company's stock split in February 1997.

(4) Consists of matching contributions to the Savings and Investment Program
(SIP) and the Benefits Equalization Plan for the SIP as follows: Mr.
Heimbold ($7,200 and $47,735); Mr. Weg ($6,585 and $23,806); Mr. Mee
($7,200 and $18,181); Mr. McGoldrick ($6,585 and $16,434); and Dr. Ringrose
($7,200 and $3,148).

(5) Performance-based exercise price thresholds must be attained for portions
of this award to become exercisable.

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(footnotes continued from previous page)

(6) Long-Term Performance Award granted in 1995 and earned over the three-year
performance period from 1995 through 1997. The payout, which was based on
the achievement of three-year compounded annual earnings per share, sales
and cash flow growth objectives along with a total shareholder return
multiplier. This award was paid at 112.19% of target.

(7) There was no award which had a performance cycle which ended in 1996 so
there was no pay-out to be made.

(8) Long-Term Performance Award granted in 1992 covering the four-year
performance period from 1992 through 1995. Since the threshold for payments
under the award was not met, there were no payouts.

(9) These awards were granted prior to the named executives joining the
Company.

(10) Dr. Ringrose joined the Company in January 1997.

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

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INDIVIDUAL GRANTS
------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE GRANT DATE
OPTIONS/SARS GRANTED TO OR BASE PRESENT
GRANTED(1) EMPLOYEES IN PRICE(2) VALUE(3)
NAME # FISCAL YEAR ($/SH) EXPIRATION DATE $
------------------------------ ------------ ----------------- -------- ------------------- ---------------

C.A. Heimbold, Jr. ........... 600,000(4) 5.2% $57.7188 January 12, 2007 $ 5,328,221
K.E. Weg...................... 212,000(4) 1.8% $57.7188 January 12, 2007 $ 1,882,638
M.F. Mee...................... 120,000(4) 1.0% $57.7188 January 12, 2007 $ 1,065,644
J.L. McGoldrick............... 120,000(4) 1.0% $57.7188 January 12, 2007 $ 1,065,644
P.S. Ringrose, Ph.D........... 80,000(5) 0.7% $53.8750 January 1, 2007 $ 840,019
45,000 0.4% $67.3125 March 3, 2007 $ 596,394
All Stockholders(6)........... $11,226,885,606
All Optionees(7).............. 11,640,175 100.0% $65.7655 Various Dates, 2007 $ 149,200,224
All Optionees Grant Date Present Value as a Percent of All Stockholder Value...................... 1.33%

------------
(1) Individual grants become exercisable in installments of 25% per year on each
of the first through the fourth anniversaries of the grant date. At age 60,
all outstanding option grants fully vest. As consideration for the option
grant, an employee must remain in the employment of the Company for one year
from the date of grant. No SARs were granted in 1997. Under the TeamShare
Stock Option Plan, individual grants become fully vested three years after
the date of the grant.

(2) All options were made at 100% of Fair Market Value as of the date of the
grant.

(3) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company does not
believe that the Black-Scholes model, or any other model, can accurately
determine the value of an option. Accordingly, there is no assurance that
the value realized by an executive, if any, will be at or near the value
estimated by the Black-Scholes model. Future compensation resulting from
option grants is based solely on the performance of the Company's stock
price. The Black-Scholes Ratio of 0.1949 was determined using the following
assumptions: a volatility of 0.1934, an historic average dividend yield of
4.34%, a risk free interest rate of 6.50% and a 7-year option term.

(4) In addition to the time vesting criteria stated above, the majority of these
awards have price thresholds which must be attained for these awards to
become exercisable. 25% of the award requires a 30% increase in the stock
price to $75.0344; 25% requires a 50% increase in the stock price to
$86.5781; and 25% requires a 70% increase in the stock price to $98.1219.
These price levels must be met for 15 consecutive trading days. In the ninth
and tenth years of the award term the awards become fully exercisable. The
Black-Scholes Values of these awards have been adjusted to recognize these
thresholds.

(footnotes continued on next page)

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(footnotes continued from previous page)

(5) An award was granted when Dr. Ringrose joined the Company.

(6) The 'Grant Date Present Value' shown is the incremental gain to all
stockholders as a group which would result from the application of the same
assumptions to all shares outstanding on January 13, 1997, as was used to
estimate the 'Grant Date Present Value' of options listed above.

(7) Information based on all stock option grants made to employees in 1997,
including TeamShare grants. Exercise price shown is the weighted average of
all grants. Actual exercise prices ranged from $53.875 to $95.3438,
reflecting the Fair Market Value of the stock on the date of the option
grants.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES(1)

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NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED 'IN THE MONEY'(3)
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ANNUALIZED FISCAL YEAR-END FISCAL YEAR-END
ON VALUE VALUE # $
EXERCISE REALIZED REALIZED(2) --------------------------- ----------------------------
NAME # $ $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------- -------- ----------- ---------- ----------- ------------- ------------ -------------

C.A. Heimbold, Jr. ...... 592,300 $25,286,763 $5,155,975 1,910,700 600,000(4) $117,482,166 $21,956,220(4)
K.E. Weg................. 73,002 $ 4,315,665 $ 464,263 504,300 375,750(4) $ 33,672,247 $17,283,708(4)
M.F. Mee................. 97,500 $ 5,190,583 $1,672,186 15,000 217,500(4) $ 760,313 $10,083,275(4)
J.L. McGoldrick.......... 0 $ 0 $ 0 75,000 225,000(4) $ 4,610,625 $10,522,494(4)
P.S. Ringrose, Ph.D. .... 0 $ 0 $ 0 0 125,000 $ 0 $ 4,450,000

------------
(1) All options were granted at 100% of Fair Market Value. Optionees may satisfy
the exercise price by submitting currently owned shares and/or cash. Income
tax withholding obligations may be satisfied by electing to have the Company
withhold shares otherwise issuable under the option with a Fair Market Value
equal to such obligations. All share amounts reflect the two-for-one stock
split effective February 1997.

(2) Annualized column shows the total gain realized from option exercises spread
ratably over the period between the grant date and the exercise date.

(3) Calculated based upon the December 31, 1997 Fair Market Value share price of
$94.31250 less the share price to be paid upon exercise.

(4) For Messrs. Heimbold, Weg, Mee and McGoldrick, the number and value of
'Unexercisable' stock options include the year-end value of stock options
which have price thresholds for exercisability above the exercise price.
They may exercise these options and potentially realize the portion of the
listed value relating to these stock options once those price thresholds are
attained.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

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ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF OTHER PERIOD NON-STOCK PRICE-BASED PLAN(1)
SHARES, UNITS UNTIL MATURATION -----------------------------------
OR OTHER RIGHTS OR PAYOUT THRESHOLD TARGET MAXIMUM
--------------- --------------------------------- --------- ---------- ----------

C.A. Heimbold, Jr. ............ 1,000,000 Three-Year Period Ending in 1999 $200,000 $1,000,000 $2,200,000
K.E. Weg....................... 500,000 Three-Year Period Ending in 1999 $100,000 $ 500,000 $1,100,000
M.F. Mee....................... 250,000 Three-Year Period Ending in 1999 $ 50,000 $ 250,000 $ 550,000
J.L. McGoldrick................ 250,000 Three-Year Period Ending in 1999 $ 50,000 $ 250,000 $ 550,000
P.S. Ringrose, Ph.D. .......... 250,000 Three-Year Period Ending in 1999 $ 50,000 $ 250,000 $ 550,000

------------
(1) Payouts under the Plan will be based on the Company's total shareholder
return versus peer group companies over the three-year period. The target
award will be paid if total shareholder return is at the median of the peer
group. A ranking in the bottom two companies of this group will result in no
payout. Performance which leads the entire group will result in the maximum
payout.

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BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

As was earlier described in the section on Committees of the Board (pp. 5
and 6), the Compensation and Management Development Committee is responsible for
administering the compensation program for executive officers of the Company.
The Committee is composed exclusively of 'non-employee directors' as defined by
the Securities and Exchange Commission rules. The members of the Committee are
neither employees or former employees of the Company nor are they eligible to
participate in any of the Company's executive compensation programs.
Additionally, they meet the definition of 'outside director' for purposes of
administering compensation programs to meet the tax deductibility criteria
included in Section 162(m) of the Internal Revenue Code.

The Company's executive compensation program is based upon a
pay-for-performance philosophy. Under the Company's program an executive's
compensation consists of three components: base salary, an annual incentive
(bonus) payment, and long-term incentives (which may include cash-based awards,
stock-based awards and/or stock options).

The Company's executive compensation program is designed to provide overall
compensation, when targeted levels of performance are achieved, which is above
the median of pay practices of a peer group of eleven large and high performing
industry competitors. The corporations making up the peer companies group are
Abbott Laboratories, American Home Products Corporation, The Gillette Company,
Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pharmacia-Upjohn,
Inc., Pfizer, Inc., The Procter & Gamble Company, Schering-Plough Corporation
and Warner-Lambert Company. Rhone-Poulenc Rorer, Inc. was included in this group
prior to its acquisition by Rhone-Poulenc, S.A. Compared to the peer companies
group, Bristol-Myers Squibb ranked fourth largest as measured by sales, fourth
in operating earnings, fourth in market capitalization and has historically
performed strongly versus competitors and the broader array of companies
represented in the Fortune 500 and S&P 500 based on return on equity, net
earnings as a percent of sales and earnings per share growth over the five-year
period. The Company is the second highest among the peer group in total
dividends paid.

At the time the Committee makes executive compensation decisions, the
Committee reviews individual performance and Company performance versus that of
the peer companies group. When 1997 compensation decisions were made, the
Committee reviewed the return on equity, net earnings as a percent of sales,
sales growth and net earnings per share growth over the prior five years. For
this period, after adjusting for nonrecurring and unusual items for both
Bristol-Myers Squibb and the peer companies group, the Company was a leader in
the measures of return on equity and net earnings as a percent of sales in
comparison to both the peer companies group and exceeded the levels of companies
represented in the Fortune 500 (the performance of this index approximating the
performance of the S&P 500). Additionally, in making its compensation decisions,
the Committee reviewed data concerning the levels of executive pay among the
peer companies group and other high performing and similarly sized companies for
comparison purposes. This data included analyses provided by independent
compensation consultants.

The executive compensation program is designed to provide value to the
executive based on the extent individual performance, Company performance versus
budgeted earnings targets, Company longer term financial performance and total
return to shareholders (including share price appreciation and reinvested
dividends) meet, exceed or fall short of expectations. Under this program
design, only when expectations are exceeded can incentive payments exceed target
levels.

BASE SALARY -- An executive's base salary is determined by an assessment of
her/his sustained performance against her/his individual job responsibilities
including, where

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appropriate, the impact of such performance on the business results of the
Company, current salary in relation to the salary range designated for the job,
experience and mastery, and potential for advancement.

ANNUAL INCENTIVES -- Payments under the Company's annual incentive plan,
the Performance Incentive Plan, are tied to the Company's level of achievement
of annual operating pretax earnings targets, establishing a direct link between
executive pay and Company profitability. Annual operating pretax earnings
targets for the overall Company and each operating group are based upon the
earnings budget for the Company as reviewed by the Board of Directors. An
individual executive's annual incentive opportunity is a percentage of her/his
salary determined by the executive's job level. Actual annual incentive payments
are determined by applying a formula based on operating pretax earnings
performance to each individual's annual incentive opportunity. Applying this
formula results in payments at the targeted incentive opportunity level when
budgeted earnings are achieved and payments below the targeted level when
earnings are below those set by the budget. The formula provides for payments
above the targeted level only when actual earnings exceed budgeted levels of
operating pretax earnings. Additionally, in 1997, senior company executive's
annual bonuses were subject to a factor which provided increased, or decreased,
incentive payments based upon the Company's total shareholder return (share
price appreciation plus dividends) relative to peer group companies.

For 1997 awards, operating pretax earnings budgets were established at a
level which the Board felt reflected the aggressive expectations management had
for the performance of the business. As a whole, the Company slightly exceeded
these goals, resulting in annual incentive payouts slightly above target levels.
Additionally, total shareholder return ranked third among the peer group
companies. This provided for increased payout levels.

LONG-TERM INCENTIVES -- The Company's long-term incentives are in the form
of stock option awards and long-term performance awards. The objective of these
awards is to advance the longer-term interests of the Company and its
stockholders and complement incentives tied to annual performance. These awards
provide rewards to executives based upon the creation of incremental stockholder
value and the attainment of long-term financial goals. Stock options only
produce value to executives if the price of the Company's stock appreciates,
thereby directly linking the interests of executives with those of stockholders.
The number of stock options granted is based on the grade level of an
executive's position and the executive's performance in the prior year and the
executive's potential for continued sustained contributions to the Company's
success. The size of previous option grants and the number of options currently
held by an executive are not taken into account in determining the number of
options granted. The executive's right to the stock options vests over a
four-year period and each option is exercisable, but only to the extent it has
vested, over a ten-year period following its grant. In order to preserve the
linkage between the interests of executives and those of stockholders,
executives are expected to utilize the shares obtained on the exercise of their
stock options, after satisfying the cost of exercise and taxes, to establish a
significant level of direct ownership. The Company has established share
ownership expectations for its executives to meet through the exercise of stock
option awards.

Stock option awards granted to senior executives in 1997 carried aggressive
performance thresholds for exercisability. In addition to time vesting
requirements, the following exercisability criteria were established.
One-quarter of the shares granted require a 30% price appreciation for
exercisability, an additional one-quarter require a 50% price increase for
exercisability and an additional one-quarter require a 70% price increase for
exercisability. The remaining one-quarter have no price appreciation
requirement. To maintain favorable accounting treatment, these criteria do not
apply after the eighth year of the award term. The

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number of shares covered by these awards was adjusted to reflect these
additional exercisability criteria.

For the Long-Term Plan payment shown in the Summary Compensation Table on
page 12, the award paid at the end of 1997 covered the 1995 through 1997
performance period. During this time period, the Company exceeded its earnings
per share and sales targets under the Plan while falling short of its cash flow
objectives. Additionally, the Company ranked fourth in total shareholder return
over this time period, which provided for an increased payout. The composite
performance on these factors resulted in a payout at 112.19% of target.

For the four-year period ending in 1995, performance fell short of the
earnings per share performance threshold required for payment, and no payment
was made in relation to this award. There was not an award which would have been
payable at the end of 1996, so no payments were made.

The Committee annually reviews the composition of the long-term
compensation package to ensure that the use of stock options combined with
Long-Term Performance Awards provides an appropriate incentive package. Based
upon reviews conducted in 1997, the Committee continues to believe that this
program design is consistent with competitive practice and provides a direct
link with the creation of shareholder value. Payouts under the Plan for the 1997
to 1999 performance cycle will be based on total stockholder returns (share
price appreciation plus reinvested dividends) versus peer group companies over
the three-year performance period. Utilizing this measure as the sole basis for
these payouts under these awards is intended to more closely align the Company's
compensation programs with achieving competitively superior total shareholder
return.

CEO COMPENSATION

The compensation for Mr. Heimbold results from his participation in the
same compensation program as the other executives of the Company. His 1997
compensation was set by the Committee, applying the principles outlined above in
the same manner as they were applied to the other executives of the Company.

The majority of Mr. Heimbold's compensation is incentive based. For 1997,
only 14% of his total compensation was in the form of base salary. His annual
cash incentive was also 18% of his total compensation. The largest portion, 68%
of the total, was comprised of long-term incentives.

Mr. Heimbold's cash compensation increase reflects the level of
responsibilities he holds as Chairman of the Board and Chief Executive Officer,
and his compensation versus the peer companies group. Mr. Heimbold's annual
bonus, as was discussed previously, is based upon the degree to which the
overall Company achieves its pretax earnings budget along with the Company's
ranking versus its peers on total shareholder return. For 1997, the Company's
overall performance resulted in a bonus payout to Mr. Heimbold equal to 112.64%
of his targeted award.

Mr. Heimbold participates in the Company's long-term performance award
plan. Payouts under this plan for the 1997 to 1999 performance cycle are focused
upon providing additional incentive to produce stockholder returns which exceed
those of the peer companies group. As discussed above, total stockholder return
ranking is the measure used in Mr. Heimbold's long-term award, as was done for
all plan participants.

Effective January 13, 1997, Mr. Heimbold received a stock option award of
300,000 shares (600,000 shares on an after-split basis). As detailed above and
in the stock option grant table, the majority of this award carries price
threshold targets for exercisability in addition to time vesting requirements.
The Committee felt that this award appropriately

DEF 14A 23rd Page of 37 TOC 1st Previous Next Bottom Just 23rd

recognized Mr. Heimbold's leadership and contributions to the on-going strength
and success of the Company while providing a significant incentive to create
incremental shareholder value.

The Committee believes that the program it has adopted, with its emphasis
on long-term compensation, serves to focus the efforts of the Company's
executives on the attainment of a sustained high rate of Company growth and
profitability for the benefit of the Company and its stockholders.

Deductibility of Compensation Over $1 Million

In 1993, the Omnibus Budget Reconciliation Act of 1993 (the 'Act') was
enacted. The Act includes potential limitations on the deductibility of
compensation in excess of $1 million paid to the Company's five highest paid
officers beginning in 1995. Based on the regulations issued by the Internal
Revenue Service to implement the Act, the Company has taken the necessary
actions to ensure the deductibility of payments under the annual incentive plan
and long-term awards plans. The Company will continue to take the necessary
actions to maintain the deductibility of payments under both plans.

Compensation and Management Development Committee

Andrew C. Sigler, Chairman
Robert E. Allen
John D. Macomber
Louis W. Sullivan, M.D.

PERFORMANCE GRAPH

The following graph compares the performance of the Company for the periods
indicated with the performance of the Standard & Poor's 500 Stock Index (S&P
500) and the average performance of a group consisting of the Company's peer
corporations on a line-of-business basis. As previously noted, the corporations
making up the peer companies group are Abbott Laboratories, American Home
Products Corporation, The Gillette Company, Johnson & Johnson, Eli Lilly and
Company, Merck & Co., Inc., Pharmacia-Upjohn, Inc., Pfizer, Inc., The Procter &
Gamble Company, Schering-Plough Corporation and Warner-Lambert Company. Total
Return indices reflect reinvested dividends and are weighted using
beginning-period market capitalization for each of the reported time periods.
This peer companies group is the group used by the Company for comparisons in
measuring Company performance for compensation purposes. This group is
consistent with the group used in the 1997 Proxy Statement with the exception of
the deletion of Rhone-Poulenc Rorer, which is no longer a publicly traded
company due to its acquisition by Rhone-Poulenc, S.A.

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COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

[PERFORMANCE GRAPH]

· Download Table
<Caption
PEER COMPANY
BRISTOL MYERS SQUIBB GROUP S&P 500

1992 100 100 100
1993 91 110 97
1994 96 112 112
1995 147 174 153
1996 195 222 189
1997 344 329 252

Assumes $100 invested on 12/31/92 in Bristol-Myers Squibb Common Stock, S&P
500 Index and Peer Companies Group Index. Values are as of December 31 of
specified year assuming that dividends are reinvested.

PENSION BENEFITS

The following table sets forth the aggregate annual benefit payable upon
retirement at normal retirement age for each level of remuneration specified at
the listed years of service.

PENSION PLAN TABLE

· Enlarge/Download Table

YEARS OF SERVICE
----------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------------- -------- ---------- ---------- ---------- ----------

$ 500,000......... 150,000 200,000 250,000 300,000 350,000
1,000,000......... 300,000 400,000 500,000 600,000 700,000
1,500,000......... 450,000 600,000 750,000 900,000 1,050,000
2,000,000......... 600,000 800,000 1,000,000 1,200,000 1,400,000
2,500,000......... 750,000 1,000,000 1,250,000 1,500,000 1,750,000
3,000,000......... 900,000 1,200,000 1,500,000 1,800,000 2,100,000
3,500,000......... 1,050,000 1,400,000 1,750,000 2,100,000 2,450,000
4,000,000......... 1,200,000 1,600,000 2,000,000 2,400,000 2,800,000
4,500,000......... 1,350,000 1,800,000 2,250,000 2,700,000 3,150,000
5,000,000......... 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000

Pension benefits are determined by final average annual compensation where
annual compensation is the sum of the amounts shown in the columns labeled
'Salary' and 'Bonus' in the Summary Compensation Table. Benefit amounts shown
are straight-life annuities before the deduction for Social Security benefits.
The executive officers named in the Summary Compensation Table have the
following years of credited service for pension plan purposes: C.A. Heimbold,
Jr. -- 34 years; K.E. Weg -- 29 years; M.F. Mee -- 4 years; J.L. McGoldrick -- 3
years; and P.S. Ringrose -- 1 year.

DEF 14A 25th Page of 37 TOC 1st Previous Next Bottom Just 25th

EMPLOYMENT AGREEMENT

During Mr. Heimbold's tenure as Chief Executive Officer, his leadership has
significantly contributed to the Company's success. This has been reflected in a
substantial increase in the value of the Company during his tenure, up roughly
$70 billion as of year end 1997. In light of this, and to ensure continuity of
leadership, in March 1998, Mr. Heimbold entered into an agreement with the
Company pursuant to which he will serve as Chairman and Chief Executive Officer
until December 31, 2001, or such earlier date as the Board of Directors may
appoint his successor. During this period, his base salary will not be less than
his salary in 1998 and he will receive an annual bonus as determined by the
Board but not less than a target of 170% of salary. He was also granted a
Restricted Stock Award covering 150,000 shares which vests on his retirement.

PROPOSAL 1 -- ELECTION OF DIRECTORS

Three directors are to be elected at the meeting for three-year terms
ending at the 2001 Annual Meeting. Louis V. Gerstner, Jr., Charles A. Heimbold,
Jr. and Kenneth E. Weg have been nominated by the Board of Directors for
election at this Annual Meeting. Louis V. Gerstner, Jr., Charles A. Heimbold,
Jr. and Kenneth E. Weg are presently directors of the Company. The accompanying
proxy will be voted for the Board of Directors' nominees, except where authority
to so vote is withheld. Should any nominee be unable to serve, the proxy will be
voted for such person as shall be designated by the Board of Directors.

PROPOSAL 2 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors of Bristol-Myers Squibb has appointed Price
Waterhouse as independent accountants for the year 1998, subject to ratification
by the stockholders. The Audit Committee recommended Price Waterhouse to the
full Board of Directors. Price Waterhouse, because of its high standing in its
field, is considered to be eminently qualified to perform this important
function. A representative of Price Waterhouse is expected to be present at the
Annual Meeting and will have the opportunity to make a statement if desired, and
such representative is expected to be available to respond to appropriate
questions.

The Board of Directors recommends a vote FOR the ratification of the
appointment of Price Waterhouse.

In the event the stockholders fail to ratify the appointment, it will be
considered as a direction to the Board of Directors to select another
independent accounting firm. It is understood that even if the selection is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent accounting firm at any time during the year if the Board of
Directors feels that such a change would be in the best interests of the Company
and its stockholders.

PROPOSAL 3 -- STOCKHOLDER PROPOSAL
RELATING TO ANNUAL ELECTION OF DIRECTORS

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue,
N.W., Suite 215, Washington, D.C. 20037, who holds of record 240 shares of
Common Stock, has informed the Company that she intends to present to the
meeting the following resolution:

RESOLVED: 'That the shareholders of Bristol-Myers Squibb recommend that the
Board of Directors take the necessary steps to reinstate the election of
directors ANNUALLY, instead of the stagger system which was recently
adopted.'

REASONS: 'Until recently, directors of Bristol-Myers Squibb were elected
annually by all shareholders.'

DEF 14A 26th Page of 37 TOC 1st Previous Next Bottom Just 26th

'The great majority of New York Stock Exchange listed corporations elect
all their directors each year.'

'This insures that ALL directors will be more accountable to ALL
shareholders each year and to a certain extent prevents the
self-perpetuation of the Board.'

'Last year the owners of 51.4% of shares voting, voted FOR this proposal.'

'If you AGREE, please mark your proxy FOR this resolution.'

BOARD OF DIRECTORS' POSITION

In 1984, the stockholders of the Company decided, by a vote at the Annual
Meeting, to divide the Board of Directors into three classes with the number of
directors in each class being as nearly equal as possible. Each director serves
a three-year term and directors for one of the three classes are elected each
year. Similar procedures for this staggered election approach have been adopted
by many major corporations and, in fact, more than half of the other Fortune 500
companies provide for the election of their directors in this manner.

The staggered election of directors is intended to provide continuity of
experienced directors on the Board and prevent a precipitous change in the
composition of the Board. With staggered elections, at least two annual
stockholder meetings would be required to effect a change in control of the
Board of Directors. One benefit derived from that situation is an enhancement of
management's ability to negotiate in the best interest of all the stockholders
with a person seeking to gain control of the corporation. A further benefit is
the assurance of continuity and stability in the management of the business and
affairs of the Company since a majority of the directors will always have prior
experience as directors of the Company.

Elimination of the classified board, by virtue of the Certificate of
Incorporation, would require stockholder approval of a management proposal to
amend the Certificate to elect directors on an annual basis. Passage would
require that 75% of the shares outstanding be voted in favor of the resolution.

For twelve straight years, the same stockholder has proposed this
resolution to return to the annual election of directors. Until last year, the
stockholders defeated this resolution in each of those years with between 84.5%
and 57% of the votes cast voting to defeat it. Last year the resolution received
51.4% of the votes cast, but only 38% of the shares outstanding, far short of
the 75% affirmative vote required. This vote was advisory in nature.

In view of last year's stockholder vote, and recognizing that there can be
reasoned differences of view on the subject, the Board has decided not to take a
position for or against the stockholder resolution this year so it can better
assess stockholder interest in this issue.

Accordingly, the Board of Directors is not recommending a vote FOR or
AGAINST the proposed resolution.

1999 PROXY PROPOSALS

Stockholder proposals relating to the Company's 1999 Annual Meeting of
Stockholders must be received by the Company at its principal executive offices,
345 Park Avenue, New York, New York 10154, attention Corporate Secretary, no
later than November 16, 1998.

DEF 14A 27th Page of 37 TOC 1st Previous Next Bottom Just 27th

YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY

[LOGO]

['RECYCLED' LOGO] Printed on recycled paper

DEF 14A 28th Page of 37 TOC 1st Previous Next Bottom Just 28th

APPENDIX 1
NOTICE OF SAVINGS CARD

[LOGO]

BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM

--------------------------------------------------------------------------------

The enclosed Notice of 1998 Annual Meeting and Proxy Statement is being provided
to you as a participant in the Bristol-Myers Squibb Company Savings and
Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift
Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment
Program pursuant to regulations of the Securities and Exchange Commission.

These regulations are designed to provide you with current information regarding
Bristol-Myers Squibb Company and Bristol-Myers Squibb Company Common Stock which
represents the investment of the Company Stock-based fund in the Bristol-Myers
Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company
Employee Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc.
Savings and Investment Program.

If you are the owner of record of Bristol-Myers Squibb shares outside the Plans,
a copy of the 1997 Annual Report has already been sent to you as a registered
owner; otherwise a copy of the 1997 Annual Report is enclosed.

Participants who had funds invested in one of the Company Stock-based funds on
the record date for the 1998 Annual Meeting additionally receive the opportunity
to instruct the Trustee of the Bristol-Myers Squibb Company Savings and
Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift
Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment
Program how to vote the Common Stock attributable to their accounts at the 1998
Annual Meeting of Stockholders.

Since you did not have any funds invested in the Company's Stock-based funds of
any of these Plans on the record date for the 1998 Annual Meeting, NO ACTION IS
REQUIRED ON YOUR PART.

PLEASE HELP US

We attempt to eliminate all duplicate mailings to the extent permitted under
applicable laws and regulations. If you receive duplicate mailings of any of the
enclosed materials using different versions of your name and/or address, please
send us copies of all the address imprints for all the materials you received
and indicate the preferred name and/or address you want us to use for all the
mailings.

We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Third Floor, Bristol-Myers Squibb Company,
345 Park Avenue, New York, New York 10154.

DEF 14A 29th Page of 37 TOC 1st Previous Next Bottom Just 29th

APPENDIX 2
NOMINEE CARD

PROXY [LOGO]

--------------------------------------------------------------------------------

ANNUAL MEETING OF STOCKHOLDERS MAY 5, 1998

The undersigned hereby appoints C.A. HEIMBOLD, JR., E.V. FUTTER and J.D.
MACOMBER, and each of them, proxies, with full power of substitution in each of
them, for and on behalf of the undersigned to vote as proxies, as directed and
permitted herein, at the Annual Meeting of Stockholders of the Company to be
held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on May
5, 1998 at 9:45 A.M., and at any adjournments thereof upon matters set forth in
the Proxy Statement and, in their judgment and discretion, upon such other
business as may properly come before the meeting.

--------------------------------------------------------------------------------
PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE VOTED.
IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2
AND ABSTAIN ON PROPOSAL 3.
--------------------------------------------------------------------------------

PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DEF 14A 30th Page of 37 TOC 1st Previous Next Bottom Just 30th

[X] Please mark
your votes as
indicated in
this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.

FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN

1. Election of [ ] [ ] 2. Appointment of [ ] [ ] [ ]
Directors Accountants
L.V. GERSTNER, Jr.,
C.A. HEIMBOLD, Jr.
and K.E. WEG

WITHHELD FOR the following nominee(s)
only (write name(s) below):

_______________________________________

THE BOARD OF DIRECTORS IS NOT RECOMMENDING A VOTE
"FOR" OR "AGAINST" PROPOSAL 3.

FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors

PLEASE SIGN HERE exactly as your name(s) appear(s) to the left

Signature_____________________________________________________________________

Dated_________________________________________________________________________

When signing as attorney, executor, administrator, trustee or guardian, please
give full title. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

DEF 14A 31st Page of 37 TOC 1st Previous Next Bottom Just 31st

APPENDIX 3
VOTING INSTRUCTION CARD

[LOGO]

PROXY VOTING INSTRUCTIONS

BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM

To Trustee:

The undersigned hereby directs the Trustee to vote, in person or by proxy, at
the Annual Meeting of Stockholders of Bristol-Myers Squibb Company to be held on
May 5, 1998 or any adjournments thereof, all full and fractional shares of
Common Stock of Bristol-Myers Squibb Company credited to my account under the
Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers
Squibb Company Employee Incentive Thrift Plan or the Bristol-Myers Squibb Puerto
Rico, Inc. Savings and Investment Program as indicated on the reverse side.

------------------------
The enclosed Notice of the 1998 Annual Meeting and Proxy Statement is being
provided to you as a participant in the Bristol-Myers Squibb Company Savings and
Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift
Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment
Program.

If you are also the owner of record of Bristol-Myers Squibb shares outside the
Plans, a copy of the 1997 Annual Report has already been sent to you as a
registered owner; otherwise a copy of the 1997 Annual Report is enclosed.

Participants in any of the Plans who had funds invested in a Bristol-Myers
Squibb Company Common Stock-based investment fund on the record date for the
1998 Annual Meeting may instruct the plan Trustee how to vote the shares
attributable to their account by completing the reverse side of this card and
returning it by April 24, 1998. Shares of Common Stock for which no voting
instructions are received by the Trustee by April 24, 1998 will be voted in the
same proportion as the shares as to which it has received instructions.

Bristol-Myers Squibb Company urges you to COMPLETE, DATE, SIGN and RETURN this
confidential voting instruction card TODAY.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

IMPORTANT PLEASE COMPLETE REVERSE AND RETURN

PLEASE HELP US

We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Third Floor, Bristol-Myers Squibb Company,
345 Park Avenue, New York, New York 10154.

DEF 14A 32nd Page of 37 TOC 1st Previous Next Bottom Just 32nd

The shares represented by these Voting Instructions will be Please mark [X]
voted as directed below. Where no direction is given when your vote as
the signed Voting Instructions are returned, such shares indicated in
will be voted FOR Items 1 and 2 and ABSTAIN on Item 3. this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.

FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN

1. Election of [ ] [ ] 2. Appointment of [ ] [ ] [ ]
Directors Accountants
L.V. GERSTNER, Jr.,
C.A. HEIMBOLD, Jr.
and K.E. WEG

WITHHELD FOR the following nominee(s)
only (write name(s) below):

_______________________________________

THE BOARD OF DIRECTORS IS NOT RECOMMENDING A VOTE
"FOR" OR "AGAINST" PROPOSAL 3.

FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors

Signature__________________________________________________ Date________________

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

FOLD AND DETACH HERE
RETURN IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING

DEF 14A 33rd Page of 37 TOC 1st Previous Next Bottom Just 33rd

APPENDIX 4
PROXY CARD

[LOGO]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints C.A. Heimbold, Jr., E.V. Futter and J.D.
Macomber and each of them, proxies, with full power of substitution in each of
them, for and on behalf of the undersigned to vote as proxies, as directed and
permitted herein, at the Annual Meeting of Stockholders of the Company to be
held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on May
5, 1998 at 9:45 A.M., and at any adjournments thereof upon matters set forth in
the Proxy Statement and, in their judgment and discretion, upon such other
business as may properly come before the meeting.

ANNUAL MEETING OF STOCKHOLDERS MAY 5, 1998

· Enlarge/Download Table

P WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED AS YOU INDICATE ADDRESS CHANGE/COMMENTS
R ON THE REVERSE SIDE OF THIS CARD, OR WHERE NO CONTRARY _______________________________
O INDICATION IS MADE, WILL BE VOTED FOR PROPOSALS 1 AND 2 AND _______________________________
X ABSTAIN ON PROPOSAL 3. The full text of the proposals and the _______________________________
Y position of the Board of Directors on each appears in the Proxy _______________________________
Statement and should be reviewed prior to voting. _______________________________

IMPORTANT PLEASE COMPLETE AND RETURN THIS PROXY CARD TODAY
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

HOTEL DUPONT
11th & Market Streets, Wilmington, DE 19801
(302)594-3100

DIRECTIONS BY CAR:

· Enlarge/Download Table

FROM BALTIMORE OR FROM NEW JERSEY FROM PHILADELPHIA
DOWNSTATE DELAWARE: (New Jersey Turnpike): (I-95 South):
1. Take I-95 North to Wilmington Exit 7 1. Take the New Jersey Turnpike South 1. Take I-95 South through Chester to
marked 'Route 52, Delaware Avenue'. to Delaware Memorial Bridge. Wilmington.
2. From right lane, take Exit 7 onto 2. After crossing the Delaware Memorial 2. Follow I-95 South to Exit 7A marked '52
Adams Street. Bridge, follow signs to I-95 North. South, Delaware Avenue'.
3. At the third traffic light on Adams 3. From I-95 North, follow steps 1-5 3. Follow exit road (11th Street) to
Street, turn right onto 11th Street. outlined in directions 'From Baltimore intersection with Delaware Avenue marked
4. At the intersection of Delaware or Downstate Delaware'. '52 South, Business District'.
Avenue, bear left, continuing on 11th 4. At Delaware Avenue intersection, bear
Street. left, continuing on 11th Street.
5. Follow 11th Street through four 5. Follow 11th Street through four traffic
traffic lights. Hotel duPont is on the lights. Hotel duPont is on the right.
right.

DUE TO HOTEL RENOVATIONS, PLEASE USE THE MARKET STREET ENTRANCE TO THE HOTEL.

LIMITED COMPLIMENTARY PARKING for stockholders attending the 1998 Annual Meeting
is available at the HOTEL CAR PARK, located on Orange Street between 11th and
12th Streets approximately one block from the hotel. SHOW YOUR ADMISSION TICKET
TO THE PARKING ATTENDANT TO RECEIVE COMPLIMENTARY PARKING. Valet Parking is also
available at the Hotel duPont at your own expense.

DIRECTIONS BY TRAIN:
--------------------
Amtrak train service is available into Wilmington, Delaware station. The Hotel
duPont is located approximately twelve blocks from the train station.

DEF 14A 34th Page of 37 TOC 1st Previous Next Bottom Just 34th

The shares represented by this proxy will be voted as Please mark [X]
directed by the stockholder. Where no direction is given your vote as
wehn the duly executed proxy is returned, such shares indicated in
will be voted FOR Items 1 and 2 and ABSTAIN on Item 3. this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.

FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN

1. Election of [ ] [ ] 2. Appointment of [ ] [ ] [ ]
Directors Accountants
L.V. GERSTNER, Jr.,
C.A. HEIMBOLD, Jr.
and K.E. WEG

WITHHELD FOR the following nominee(s)
only (write name(s) below):

_______________________________________

THE BOARD OF DIRECTORS IS NOT RECOMMENDING A VOTE
"FOR" OR "AGAINST" PROPOSAL 3.

FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors

I plan to attend the Annual Meeting. [ ]

I have noted an address change or [ ]
comments on the reverse side of
this card.

Signature(s)_______________________________________________ Date________________

NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

FOLD AND DETACH HERE
RETURN IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING

ADMISSION TICKET
[LOGO]

1998 ANNUAL MEETING OF STOCKHOLDERS

Tuesday, May 5, 1998
9:45 A.M.
Hotel duPont
11th & Market Streets
Wilmington, Delaware
NON-TRANSFERABLE NON-TRANSFERABLE

SEE REVERSE SIDE FOR DIRECTIONS TO THE HOTEL DUPONT

DEF 14A 35th Page of 37 TOC 1st Previous Next Bottom Just 35th

APPENDIX 5

LINVATEC VOTING INSTRUCTION CARD

[LOGO]

PROXY VOTING INSTRUCTIONS

LINVATEC SAVINGS AND INVESTMENT PLAN

To Trustee:

-------------------------------
The enclosed Notice of the 1998 Annual Meeting and Proxy Statement is being
provided to you as a participant in the Linvatec Savings and Investment Plan.

If you are also the owner of record of Bristol-Myers Squibb shares outside the
Plan, a copy of the 1997 Annual Report has already been sent to you as a
registered owner; otherwise a copy of the 1997 Annual Report is enclosed.

Participants in the Plan who had funds invested in a Bristol-Myers Squibb
Company Common Stock-based investment fund on the record date for the 1998
Annual Meeting may instruct the plan Trustee how to vote the shares attributable
to their account by completing the reverse side of this card and returning it by
April 24, 1998. Shares of Common Stock for which no voting instructions are
received by the Trustee by April 24, 1998 will be voted in the same proportion
as the shares as to which it has received instructions.

Bristol-Myers Squibb Company urges you to COMPLETE, DATE, SIGN and RETURN this
confidential voting instruction card TODAY.

-------------------------------------------------------------------------------

IMPORTANT PLEASE COMPLETE REVERSE AND RETURN

PLEASE HELP US

We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Third Floor, Bristol-Myers Squibb Company,
345 Park Avenue, New York, New York 10154.

DEF 14A 36th Page of 37 TOC 1st Previous Next Bottom Just 36th

The shares represented by these Voting Instructions will Please mark [X]
be voted as directed below. Where no direction is given your vote as
when the signed Voting Instructions are returned, such indicated in
shares will be voted FOR Items 1 and 2 and ABSTAIN on Item 3. this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.

FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Appointment of [ ] [ ] [ ]
Directors Accountants
L.V. GERSTNER, Jr.,
C.A. HEIMBOLD, Jr.
and K.E. WEG

WITHHELD FOR the following nominee(s)
only (write name(s) below):

_______________________________________

THE BOARD OF DIRECTORS IS NOT RECOMMENDING A VOTE
"FOR" OR "AGAINST" PROPOSAL 3.

FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors

Signature_______________________________________________ Date________________

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

FOLD AND DETACH HERE
RETURN IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING

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APPENDIX 6

LINVATEC NOTICE OF SAVINGS CARD

[LOGO]

LINVATEC SAVINGS AND INVESTMENT PLAN

--------------------------------------------------------------------------------

The enclosed Notice of 1998 Annual Meeting and Proxy Statement is being provided
to you as a participant in the Linvatec Savings and Investment Plan pursuant to
regulations of the Securities and Exchange Commission.

If you are the owner of record of Bristol-Myers Squibb shares outside the Plan,
a copy of the 1997 Annual Report has already been sent to you as a registered
owner; otherwise a copy of the 1997 Annual Report is enclosed.

Participants who had funds invested in the Bristol-Myers Squibb Company
Stock-based fund on the record date for the 1998 Annual Meeting additionally
receive the opportunity to instruct the Trustee of the Linvatec Savings and
Investment Plan how to vote the Bristol-Myers Squibb Common Stock attributable
to their accounts at the 1998 Annual Meeting of Stockholders.

Since you did not have any funds invested in the Bristol-Myers Squibb Company
Stock-based fund in the Linvatec Savings and Investment Plan on the record date
for the 1998 Annual Meeting, NO ACTION IS REQUIRED ON YOUR PART.

PLEASE HELP US

We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Third Floor, Bristol-Myers Squibb Company, 345
Park Avenue, New York, New York 10154.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	1/13/97	19	22
	12/31/97	17	19	10-K
	2/6/98	8
	3/6/98	3	7
Filed On / Filed As Of	3/16/98	2	6
	3/17/98
	4/24/98	31	35
For The Period Ended	5/5/98	2	35
	11/16/98	26		10-Q
	12/31/1	25		10-K/A, 10-K405, 11-K
	1/1/7	18
	1/12/7	18
	3/3/7	18

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Bristol Myers Squibb Co · DEF 14A · For 5/5/98

Filed On 3/16/98 · SEC File 1-01136 · Accession Number 950117-98-527

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents