Registration No. 33-
        -----------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                ----------------

                                    Form S-8

                           REGISTRATION STATEMENT (1)
                                      Under
                           THE SECURITIES ACT OF 1933
                                ----------------

                          BRISTOL-MYERS SQUIBB COMPANY

               (Exact name of issuer as specified in its charter)

Delaware                                                 22-0790350
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                 345 Park Avenue
                            New York, New York 10154
                                 (212) 546-4000
          (Address and telephone number of principal executive offices)


           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

                              (Full Title of Plans)

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

John L. McGoldrick, Esq.                            Alice C. Brennan, Esq.
Senior Vice President and General Counsel           Vice President and Secretary

                          Bristol-Myers Squibb Company
                                 345 Park Avenue
                            New York, New York 10154
                                 (212) 546-4000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                    Copy to:

                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                          New York, New York 10004-1490
                                 (212) 858-1125
                        Attention: Susan P. Serota, Esq.


                         CALCULATION OF REGISTRATION FEE
================================================================================

Title of                      Proposed Maximum  Proposed Maximum    Amount of
Securities to   Amount to be  Offering Price    Aggregate Offering  Registration
be Registered   Registered    Per Share (2)     Price (2)           Fee (2)
- --------------------------------------------------------------------------------
Common Stock,
par value $.10
per share ....  6,000,000     $80.875           $485,250,000        $167,328


================================================================================

<PAGE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.  This Registration  Statement also pertains to Rights
         to Purchase  shares of Series A  Participating  Preferred  Stock of the
         Registrant (the "Rights").  Until the occurrence of certain  prescribed
         events,   the  Rights  are  not  exercisable,   are  evidenced  by  the
         certificates for Bristol-Myers  Squibb Company Common Stock and will be
         transferred  along  with and only  with  such  securities.  Thereafter,
         separate Rights  certificates will be issued representing one Right for
         each share of Bristol-Myers Squibb Company Common Stock held subject to
         adjustment pursuant to anti-dilution provisions.

(2)      Estimated  solely for the purpose of determining the  registration  fee
         and computed  pursuant to Rule 457(h),  the maximum price per share and
         the  registration fee are based on the reported average of the high and
         low prices,  for  Bristol-Myers  Squibb Company Common Stock on the New
         York Stock Exchange on April 25, 1996.


                                       -2-

<PAGE>


Item 3.  Incorporation of Documents by Reference.

                  This  Registration  Statement  on Form S-8 (the  "Registration
Statement")  filed in  connection  with the  issuance  of  additional  shares of
Bristol-Myers Squibb Company Common Stock under the Bristol-Myers Squibb Company
Savings and Investment Program,  Bristol-Myers Squibb Company Employee Incentive
Thrift  Plan  and  the  Bristol-Myers  Squibb  Puerto  Rico,  Inc.  Savings  and
Investment Program (the "Plans") constitutes a new registration  statement.  The
contents of the Registration Statement on Form S-8, File No. 33-44788,  filed by
Bristol-Myers  Squibb Company (the  "Company")  with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,  are incorporated
by reference herein.



Item 8.  Exhibits.

Exhibit No.          Description
- -----------          -----------

5.1                  Opinion  from Counsel for the Company as to the legality of
                     the Company's Common Stock offered under the Plans.

5.2                  Opinion  from  Counsel for the  Company  that the Plans are
                     qualified under Section 401(a) of the Internal Revenue Code
                     of 1986, as amended and are in compliance with the Employee
                     Retirement Income Security Act of 1974, as amended.

23.1                 Consent of Price Waterhouse LLP, independent accountants.

23.2                 Consent of Counsel for the Company (contained in Opinion of
                     Counsel filed as Exhibit 5.1).

23.3                 Consent of Counsel for the Company (contained in Opinion of
                     Counsel filed as Exhibit 5.2).

24.1                 Power of  Attorney  (set  forth on  signature  pages of the
                     Registration Statement)

                     Certified   resolutions   of  the  Board  of  Directors  of
                     Bristol-Myers  Squibb Company relating to Power of Attorney
                     set  forth  on the  signature  pages  of  the  Registration
                     Statement.


                                       -1-

<PAGE>

                                   SIGNATURES


                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in  the City of New  York,  State  of New  York,  on the 25th
day of April, 1996.



                                          BRISTOL-MYERS SQUIBB COMPANY,


                                          By  /s/ Charles A. Heimbold, Jr.
                                            ------------------------------
                                            Charles A. Heimbold, Jr.
                                            President, Chief Executive
                                            Officer, Chairman of the
                                            Board and Director



                                POWER OF ATTORNEY


                  Know  all by men by  these  presents,  that  each  officer  or
director  of  Bristol-Myers  Squibb  Company,   whose  signature  appears  below
constitutes  and appoints  Alice C. Brennan,  John L.  McGoldrick,  Frederick S.
Schiff  and  Charles  G.  Tharp  and each of them  singly,  his true and  lawful
attorney-in-fact and agent, with full and several power of substitution, for him
and in  his  name,  place  and  stead,  in any  an  all  capacities,  to  sign a
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection  with the  registration  of up to 6,000,000  shares of Common
Stock, par value $.10 per share,  and any or all amendments,  including pre- and
post-effective amendments and supplements to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes,  may lawfully do or cause to be done. Each of
said  attorneys-in-fact  shall have power to act  hereunder  with or without the
other.

                                       -2-

<PAGE>

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this Form S-8 has been signed by the following  persons in the capacities and on
the date indicated:


Signature                           Title                               Date


/s/ Charles A. Heimbold, Jr.        President, Chief                    4/25/96
- ----------------------------        Executive Officer,
Charles A. Heimbold, Jr.            Chairman of the
                                    Board and Director
                                    (principal executive
                                    officer)

/s/ Michael F. Mee                  Corporate Staff                     4/25/96
- ------------------                  Senior Vice President
Michael F. Mee                      and Chief Financial
                                    Officer (principal
                                    financial officer)


/s/ Frederick S. Schiff             Corporate Staff                     4/25/96
- -----------------------             Vice President
Frederick S. Schiff                 and Controller
                                    (principal
                                    accounting officer)


/s/ Robert E. Allen                 Director                            4/25/96
- -------------------
Robert E. Allen


/s/ Michael E. Autera               Executive Vice                      4/25/96
- ---------------------               President and
Michael E. Autera                   Director


/s/ Ellen V. Futter                 Director                            4/25/96
- ------------------
Ellen V. Futter


/s/ Louis V. Gerstner, Jr.          Director                            4/25/96
- --------------------------
Louis V. Gerstner, Jr.


/s/ John D. Macomber                Director                            4/25/96
- --------------------
John D. Macomber

                                       -3-

<PAGE>

Signature                           Title                               Date

/s/ James D. Robinson III           Director                            4/25/96
- -------------------------
James D. Robinson III


/s/ Andrew C. Sigler                Director                            4/25/96
- --------------------
Andrew C. Sigler


/s/ Louis W. Sullivan, M.D.         Director                            4/25/96
- ---------------------------
Louis W. Sullivan, M.D.


/s/ Kenneth E. Weg                  Executive Vice                      4/25/96
- ------------------                  President and
Kenneth E. Weg                      Director


By /s/ Alice C. Brennan
  ---------------------
   Alice C. Brennan
   Attorney-in-Fact

                                       -4-

<PAGE>

                  THE PLANS.  Pursuant to the requirements of the Securities Act
of 1933, the Plans have duly caused the  Registration  Statement to be signed on
their behalf by the undersigned,  thereunto duly authorized,  in the City of New
York, and the State of New York, on the 25th day of April, 1996.

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

BY:  BRISTOL-MYERS SQUIBB COMPANY
       SAVINGS PLAN COMMITTEE


Signature                                   Title


/s/ Michael F. Mee                          Senior Vice President*
- ------------------
Michael F. Mee


/s/ Harrison M. Bains, Jr.                  Vice President and
- --------------------------                  Treasurer*
Harrison M. Bains, Jr. 

/s/ Alice C. Brennan                        Vice President and
- --------------------                        Secretary*
Alice C. Brennan 

/s/ Robert B. Chapman, Jr.                  Director, Pension
- --------------------------                  & Savings Investment
Robert B. Chapman, Jr.                      Management*

/s/ John D. Glover                          Vice President*
- ------------------
John D. Glover


/s/ George P. Kooluris                      Senior Vice President*
- ----------------------
George P. Kooluris


/s/ John L. McGoldrick                      Senior Vice President*
- ----------------------
John L. McGoldrick

                                       -5-

<PAGE>

Signature                                   Title

/s/ Frederick S. Schiff                     Vice President and
- -----------------------                     Controller*
Frederick S. Schiff


/s/ Charles G. Tharp                        Senior Vice President*
- --------------------
Charles G. Tharp







- --------
*        Members of Bristol-Myers Squibb Company Savings Plan Committee, signing
         in that capacity on behalf of 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.

                                       -6-

<PAGE>

                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


                  We hereby  consent to the  incorporation  by  reference in the
Prospectus  constituting part of this Registration  Statement on Form S-8 of our
report  dated  January 23, 1996  appearing  on page 51 of  Bristol-Myers  Squibb
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1995. We
also  consent  to the  reference  to us  under  the  heading  "Experts"  in such
Prospectus.

                                       -7-

<PAGE>



                              PRICE WATERHOUSE LLP



                               New York, New York
                                 April 22, 1996




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 B-MS", "secsgml_size_bytes": 14742}]
{"company-data": {"conformed-name": "BRISTOL MYERS SQUIBB CO", "cik": "0000014272", "assigned-sic": "2834", "irs-number": "220790350", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02873", "film-number": "96551682"}, "business-address": {"street1": "345 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10154", "phone": "2125464000"}, "mail-address": {"street1": "345 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10154"}, "former-company": {"former-conformed-name": "BRISTOL MYERS CO", "date-changed": "19891012"}}
Registration No. 33-
        -----------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                ----------------

                                    Form S-8

                           REGISTRATION STATEMENT (1)
                                      Under
                           THE SECURITIES ACT OF 1933
                                ----------------

                          BRISTOL-MYERS SQUIBB COMPANY

               (Exact name of issuer as specified in its charter)

Delaware                                                 22-0790350
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                 345 Park Avenue
                            New York, New York 10154
                                 (212) 546-4000
          (Address and telephone number of principal executive offices)

           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

                              (Full Title of Plans)

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

John L. McGoldrick, Esq.                            Alice C. Brennan, Esq.
Senior Vice President and General Counsel           Vice President and Secretary

                          Bristol-Myers Squibb Company
                                 345 Park Avenue
                            New York, New York 10154
                                 (212) 546-4000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                    Copy to:

                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                          New York, New York 10004-1490
                                 (212) 858-1125
                        Attention: Susan P. Serota, Esq.

                         CALCULATION OF REGISTRATION FEE
================================================================================

Title of                      Proposed Maximum  Proposed Maximum    Amount of
Securities to   Amount to be  Offering Price    Aggregate Offering  Registration
be Registered   Registered    Per Share (2)     Price (2)           Fee (2)
- --------------------------------------------------------------------------------
Common Stock,
par value $.10
per share ....  6,000,000     $80.875           $485,250,000        $167,328

================================================================================
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.  This Registration  Statement also pertains to Rights
         to Purchase  shares of Series A  Participating  Preferred  Stock of the
         Registrant (the "Rights").  Until the occurrence of certain  prescribed
         events,   the  Rights  are  not  exercisable,   are  evidenced  by  the
         certificates for Bristol-Myers  Squibb Company Common Stock and will be
         transferred  along  with and only  with  such  securities.  Thereafter,
         separate Rights  certificates will be issued representing one Right for
         each share of Bristol-Myers Squibb Company Common Stock held subject to
         adjustment pursuant to anti-dilution provisions.

(2)      Estimated  solely for the purpose of determining the  registration  fee
         and computed  pursuant to Rule 457(h),  the maximum price per share and
         the  registration fee are based on the reported average of the high and
         low prices,  for  Bristol-Myers  Squibb Company Common Stock on the New
         York Stock Exchange on April 25, 1996.

                                       -2-
Item 3.  Incorporation of Documents by Reference.

                  This  Registration  Statement  on Form S-8 (the  "Registration
Statement")  filed in  connection  with the  issuance  of  additional  shares of
Bristol-Myers Squibb Company Common Stock under the Bristol-Myers Squibb Company
Savings and Investment Program,  Bristol-Myers Squibb Company Employee Incentive
Thrift  Plan  and  the  Bristol-Myers  Squibb  Puerto  Rico,  Inc.  Savings  and
Investment Program (the "Plans") constitutes a new registration  statement.  The
contents of the Registration Statement on Form S-8, File No. 33-44788,  filed by
Bristol-Myers  Squibb Company (the  "Company")  with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,  are incorporated
by reference herein.

Item 8.  Exhibits.

Exhibit No.          Description
- -----------          -----------

5.1                  Opinion  from Counsel for the Company as to the legality of
                     the Company's Common Stock offered under the Plans.

5.2                  Opinion  from  Counsel for the  Company  that the Plans are
                     qualified under Section 401(a) of the Internal Revenue Code
                     of 1986, as amended and are in compliance with the Employee
                     Retirement Income Security Act of 1974, as amended.

23.1                 Consent of Price Waterhouse LLP, independent accountants.

23.2                 Consent of Counsel for the Company (contained in Opinion of
                     Counsel filed as Exhibit 5.1).

23.3                 Consent of Counsel for the Company (contained in Opinion of
                     Counsel filed as Exhibit 5.2).

24.1                 Power of  Attorney  (set  forth on  signature  pages of the
                     Registration Statement)

                     Certified   resolutions   of  the  Board  of  Directors  of
                     Bristol-Myers  Squibb Company relating to Power of Attorney
                     set  forth  on the  signature  pages  of  the  Registration
                     Statement.

                                       -1-
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in  the City of New  York,  State  of New  York,  on the 25th
day of April, 1996.

                                          BRISTOL-MYERS SQUIBB COMPANY,

                                          By  /s/ Charles A. Heimbold, Jr.
                                            ------------------------------
                                            Charles A. Heimbold, Jr.
                                            President, Chief Executive
                                            Officer, Chairman of the
                                            Board and Director

                                POWER OF ATTORNEY

                  Know  all by men by  these  presents,  that  each  officer  or
director  of  Bristol-Myers  Squibb  Company,   whose  signature  appears  below
constitutes  and appoints  Alice C. Brennan,  John L.  McGoldrick,  Frederick S.
Schiff  and  Charles  G.  Tharp  and each of them  singly,  his true and  lawful
attorney-in-fact and agent, with full and several power of substitution, for him
and in  his  name,  place  and  stead,  in any  an  all  capacities,  to  sign a
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection  with the  registration  of up to 6,000,000  shares of Common
Stock, par value $.10 per share,  and any or all amendments,  including pre- and
post-effective amendments and supplements to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes,  may lawfully do or cause to be done. Each of
said  attorneys-in-fact  shall have power to act  hereunder  with or without the
other.

                                       -2-
Pursuant to the  requirements  of the  Securities Act of 1933,
this Form S-8 has been signed by the following  persons in the capacities and on
the date indicated:

Signature                           Title                               Date

/s/ Charles A. Heimbold, Jr.        President, Chief                    4/25/96
- ----------------------------        Executive Officer,
Charles A. Heimbold, Jr.            Chairman of the
                                    Board and Director
                                    (principal executive
                                    officer)

/s/ Michael F. Mee                  Corporate Staff                     4/25/96
- ------------------                  Senior Vice President
Michael F. Mee                      and Chief Financial
                                    Officer (principal
                                    financial officer)

/s/ Frederick S. Schiff             Corporate Staff                     4/25/96
- -----------------------             Vice President
Frederick S. Schiff                 and Controller
                                    (principal
                                    accounting officer)

/s/ Robert E. Allen                 Director                            4/25/96
- -------------------
Robert E. Allen

/s/ Michael E. Autera               Executive Vice                      4/25/96
- ---------------------               President and
Michael E. Autera                   Director

/s/ Ellen V. Futter                 Director                            4/25/96
- ------------------
Ellen V. Futter

/s/ Louis V. Gerstner, Jr.          Director                            4/25/96
- --------------------------
Louis V. Gerstner, Jr.

/s/ John D. Macomber                Director                            4/25/96
- --------------------
John D. Macomber

                                       -3-
Signature                           Title                               Date

/s/ James D. Robinson III           Director                            4/25/96
- -------------------------
James D. Robinson III

/s/ Andrew C. Sigler                Director                            4/25/96
- --------------------
Andrew C. Sigler

/s/ Louis W. Sullivan, M.D.         Director                            4/25/96
- ---------------------------
Louis W. Sullivan, M.D.

/s/ Kenneth E. Weg                  Executive Vice                      4/25/96
- ------------------                  President and
Kenneth E. Weg                      Director

By /s/ Alice C. Brennan
  ---------------------
   Alice C. Brennan
   Attorney-in-Fact

                                       -4-
THE PLANS.  Pursuant to the requirements of the Securities Act
of 1933, the Plans have duly caused the  Registration  Statement to be signed on
their behalf by the undersigned,  thereunto duly authorized,  in the City of New
York, and the State of New York, on the 25th day of April, 1996.

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

BY:  BRISTOL-MYERS SQUIBB COMPANY
       SAVINGS PLAN COMMITTEE

Signature                                   Title

/s/ Michael F. Mee                          Senior Vice President*
- ------------------
Michael F. Mee

/s/ Harrison M. Bains, Jr.                  Vice President and
- --------------------------                  Treasurer*
Harrison M. Bains, Jr. 

/s/ Alice C. Brennan                        Vice President and
- --------------------                        Secretary*
Alice C. Brennan 

/s/ Robert B. Chapman, Jr.                  Director, Pension
- --------------------------                  & Savings Investment
Robert B. Chapman, Jr.                      Management*

/s/ John D. Glover                          Vice President*
- ------------------
John D. Glover

/s/ George P. Kooluris                      Senior Vice President*
- ----------------------
George P. Kooluris

/s/ John L. McGoldrick                      Senior Vice President*
- ----------------------
John L. McGoldrick

                                       -5-
Signature                                   Title

/s/ Frederick S. Schiff                     Vice President and
- -----------------------                     Controller*
Frederick S. Schiff

/s/ Charles G. Tharp                        Senior Vice President*
- --------------------
Charles G. Tharp

- --------
*        Members of Bristol-Myers Squibb Company Savings Plan Committee, signing
         in that capacity on behalf of 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.

                                       -6-
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

                  We hereby  consent to the  incorporation  by  reference in the
Prospectus  constituting part of this Registration  Statement on Form S-8 of our
report  dated  January 23, 1996  appearing  on page 51 of  Bristol-Myers  Squibb
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1995. We
also  consent  to the  reference  to us  under  the  heading  "Experts"  in such
Prospectus.

                                       -7-
PRICE WATERHOUSE LLP

                               New York, New York
                                 April 22, 1996