Registration No. 33-

As filed with the Securities and Exchange Commission on March 23, 1995

                           SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 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
(State of Incorporation)                                   22-0790350
                                         (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
                           TEAMSHARE STOCK OPTION PLAN
                       (EFFECTIVE AS OF DECEMBER 6, 1994)
                                (Full title of Plan)
                    -----------------------------------------

            John L. McGoldrick, Senior Vice President and General Counsel
                            Bristol-Myers Squibb Company
                                  345 Park Avenue
                             New York, New York 10154
                                  (212) 546-4000
             (Name, address and telephone number of agent for service)
                    -----------------------------------------

                                    Copies to:
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                         New York, New York 10004-1490
                                (212) 858-1000
                       Attention:  Susan P. Serota, Esq.
                    -----------------------------------------

                         CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered

Common Stock, par value.....................................$.10 per share
Amount to be Registered.........................................15,000,000
Proposed Maximum Offering Price Per Share(2)......................$63.8125
Proposed Maximum Aggregate Offering Price(2)...............$957,187,500.00
Amount of Registration Fee(2)..................................$330,070.00


- ------------------------------------------
(1)     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)     Pursuant to Rule 457(h) and Rule 457(c), the maximum offering 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 March 16, 1995.

<PAGE>

PART I

INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

Item 2.  Registrant Information and Employee Plan Annual
         Information


PART II

INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents which have heretofore been filed by
Bristol-Myers Squibb Company (the "Company") (File No. 1-1136)
with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated by reference herein and shall be
deemed to be a part hereof:

                   1.  The Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1993;

                   2.  The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994, June 30, 1994, and September
30, 1994;

                   3.  The description of the Company's Common Stock
         contained in a Registration Statement filed under the 1934
         Act, including any amendment or report filed for the
         purpose of updating such description; and

                   4.  The description of the Company's Rights contained
         in the Company's Registration Statement on Form 8-A filed
         with the Commission pursuant to Section 12(b) of the 1934
         Act on December 10, 1987, as amended by an amendment on
         Form 8 dated July 27, 1989.

         All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated
above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during
which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.

<PAGE>

         Any statement contained in an Incorporated Document shall
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         See Item 3.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the Common Stock offered pursuant to this
Registration Statement has been passed upon for the Company by
John L. McGoldrick, Senior Vice President and General Counsel of
the Company, 345 Park Avenue, New York, New York, 10154.  Mr.
McGoldrick owns, and has options to purchase, common stock of
the Company.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the
"DGCL") provides that a corporation may indemnify directors and
officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation - a "derivative action"), if they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with
respect to any criminal actions or proceedings, had no
reasonable cause to believe their conduct was unlawful.  A
similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action, and
the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has
been found liable to the corporation.  The DGCL provides that it
is not exclusive of other indemnification that may be granted by
a corporation's by-laws, disinterested director vote,
stockholder vote, agreement or otherwise.

         Under the terms of the Company's Bylaws and subject to the
applicable provisions of the laws of the State of Delaware, the
Company has indemnified each of its directors and officers, and
any employee of the Company who, at the Company's request, has
served as a director or officer of another corporation in which
the Company owns capital or of which it is a creditor, against
expenses incurred or paid in connection with any claim made
against such director or officer or any actual or threatened
action, suit or proceeding in which such director or officer may
be involved by reason of being or having been a director or
officer of the Company, or of serving or having served at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action taken or not taken
by such director or officer in such capacity, and against the
amount or amounts paid by such director or officer in settlement
of any such claim, action, suit or proceeding or any judgment or
order entered therein.

<PAGE>

         Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized
thereunder, such as the Company, eliminating or limiting, with
certain exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director.  The Restated Certificate of
Incorporation of the Company eliminates the liability of
directors to the extent permitted by the DGCL.

         The Company carries directors' and officers' liability
insurance that covers certain liabilities and expenses of the
Company's directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.


Exhibit
Number                                Description
- -------                               ------------

4(a)               Restated Certificate of Incorporation of Bristol-Myers
                   Squibb Company (filed as Exhibit 4(a) to the
                   Registrant's Registration Statement on Form S-3,
                   Registration No. 33-33682, dated March 7, 1990).*

4(b)               Bylaws of the Registrant, as amended through May 4,
                   1993 (filed as Exhibit 3(b) to the Registrant's Annual
                   Report on Form 10-K, File No. 1-1136, for the fiscal
                   year ended December 31, 1993).*

4(c)               Rights Agreement dated as of December 4, 1987, between
                   the Registrant and Rights Agent named therein, as
                   amended (filed as Exhibit 1 to the Registrant's
                   Registration Statement on Form 8-A, File No. 1-1136,
                   dated December 10, 1987),* as amended by Amendment No.
                   1 (filed as Exhibit 1 to the Registrant's Form 8; File
                   No. 1-1136, dated July 27, 1989).*

5                  Opinion of the Registrant's General Counsel as to the
                   legality of securities offered under the Bristol-Myers
                   Squibb Company TeamShare Stock Option Plan, effective
                   as of December 6, 1994.

23(a)              Consent of Independent Accountants, Price Waterhouse
                   LLP.

23(b)              Consent of Counsel (contained in the Opinion of the
                   Registrant's General Counsel, Exhibit 5 hereto).

24                 Certified resolutions of the Board of Directors of
                   Bristol-Myers Squibb Company and related Power of
                   Attorney.

99                 Bristol-Myers Squibb Company TeamShare Stock Option
                   Plan, effective as of December 6, 1994.


- ----------------------------------
* Incorporated by reference

<PAGE>

Item 9.  Undertakings.

         (1) The undersigned Registrant hereby undertakes:

                   (a) to file, during any period in which offers or sales
                   are being made, a post-effective amendment to this
                   Registration Statement:

                             (i)  To include any prospectus required by
                             Section 10(a)(3) of the Securities Act of 1933;

                             (ii)  To reflect in the prospectus any facts or
                             events arising after the effective date of this
                             Registration Statement (or the most recent
                             post-effective amendment thereof) which,
                             individually or in the aggregate, represent a
                             fundamental change in the information set forth
                             in this Registration Statement;

                             (iii)  To include any material information with
                             respect to the plan of distribution not
                             previously disclosed in this Registration
                             Statement or any material change to such
                             information in this Registration Statement;

                   Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs are contained in periodic reports filed
by the Registrant pursuant to Section 13(a) or Section 15(d) of the
1934 Act that are incorporated by reference in the registration
statement:

                   (b)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and

                   (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

         (2)  The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the issuer's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities at the
time shall be deemed to be the initial bona fide offering hereof.

         (3)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is

<PAGE>

asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.



                               EXPERTS

          The financial statements incorporated in the Prospectus constituting
part of this Registration Statement by reference to the Annual Report on
Form 10-K of Bristol-Myers Squibb Company for the year ended December 31,
1993, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.


                              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, and the State of New York,
on the 23rd day of March, 1995.


                                       BRISTOL-MYERS SQUIBB COMPANY



                                                     *
                                     By-----------------------------------
                                      (Charles A. Heimbold, Jr.
                                       President, Chief Executive Officer
                                         and Director)

<PAGE>


          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated and on the 23rd day of March, 1995.


Signature                                                Title
- ---------                                                -----

          *
- ----------------------------           President, Chief Executive Officer and
(Charles A. Heimbold, Jr.)             Director (Principal Executive Officer)

          *
- ----------------------------           Executive Vice President and Director
(Michael E. Autera)

/s/ Frederick S. Schiff
- ----------------------------           Corporate Staff Vice President and
(Frederick S. Schiff)                  Controller
                                       (Principal Accounting Officer)
          *
- ----------------------------           Chairman of the Board of Directors
(Richard L. Gelb)
           *
- ----------------------------           Director
(Robert E. Allen)
          *
- ---------------------------            Director
(Ellen V. Futter)
          *
- ----------------------------           Director
(Louis V. Gerstner, Jr.)
          *
- ----------------------------           Director
(John D. Macomber)
          *
- ----------------------------           Director
(Alexander Rich, M.D.)
         *
- ----------------------------           Director
(James D. Robinson III)
         *
- ----------------------------           Director
(Andrew C. Sigler)
         *
- ----------------------------           Director
(Louis W. Sullivan, M.D.)

*     The undersigned, by signing his name hereto, does hereby sign this
      Registration Statement or amendment thereto on behalf of each of
      the above-indicated directors or officers of Bristol-Myers Squibb
      Company pursuant to powers of attorney executed by each such
      director or officer.


/s/ Charles G. Tharp
- ---------------------------------------------------
(Charles G. Tharp, Attorney-in-fact)


<PAGE>

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

                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


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

                                  EXHIBITS

                                filed with

                                 Form S-8

                           Registration Statement

                                   Under

                         The Securities Act of 1933



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





          Bristol-Myers Squibb Company TeamShare Stock Option Plan
                      Effective as of December 6, 1994
                            (Full title of Plan)


                        BRISTOL-MYERS SQUIBB COMPANY
           (Exact name of Issuer as specified in its charter)



<PAGE>


                        Bristol-Myers Squibb Company

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


                                Exhibit Index


Exhibit                                                            Sequential
Number                  Description                                Page Number
- --------                ------------                               -----------

4(a)        Restated Certificate of Incorporation of
            Bristol-Myers Squibb Company (filed as
            Exhibit 4(a) to the Registrant's Registration
            Statement on Form S-3, Registration No. 33-33682,
            dated March 7, 1990).                                       *

4(b)        Bylaws of the Registrant, as amended through May 4,
            1993 (filed as Exhibit 3(b) to the Registrant's
            Annual Report on Form 10-K, File No. 1-1136, for
            the fiscal year ended December 31, 1993).                   *

4(c)        Rights Agreement dated as of December 4, 1987,
            between the Registrant and the Rights Agent named
            therein, as amended (filed as Exhibit 1 to the
            Registrant's Registration Statement on Form 8-A,
            File No. 1-1136, dated December 10, 1987), as
            amended by Amendment No. 1 (filed as Exhibit 1
            to the Registrant's Form 8, File No. 1-1136,
            dated July 27, 1989).                                      *

5           Opinion of the Registrant's General Counsel as
            to the legality of securities offered under the
            Bristol-Myers Squibb Company TeamShare Stock Option
            Plan,  effective as of December 6, 1994.

23(a)       Consent of Independent Accountants, Price Waterhouse LLP.

23(b)       Consent of Counsel (contained in the Opinion of the
            Registrant's General Counsel, Exhibit 5 hereto).

24          Certified resolutions of the Board of Directors of
            Bristol-Myers Squibb Company and related Power of
            Attorney.

99          Bristol-Myers Squibb Company TeamShare Stock Option
            Plan, effective as of December 6, 1994.




- --------------------------------------------
*  Incorporated by reference.


<PAGE>
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Registration No. 33-

As filed with the Securities and Exchange Commission on March 23, 1995

                           SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 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
(State of Incorporation)                                   22-0790350
                                         (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
                           TEAMSHARE STOCK OPTION PLAN
                       (EFFECTIVE AS OF DECEMBER 6, 1994)
                                (Full title of Plan)
                    -----------------------------------------

            John L. McGoldrick, Senior Vice President and General Counsel
                            Bristol-Myers Squibb Company
                                  345 Park Avenue
                             New York, New York 10154
                                  (212) 546-4000
             (Name, address and telephone number of agent for service)
                    -----------------------------------------

                                    Copies to:
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                         New York, New York 10004-1490
                                (212) 858-1000
                       Attention:  Susan P. Serota, Esq.
                    -----------------------------------------

                         CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered

Common Stock, par value.....................................$.10 per share
Amount to be Registered.........................................15,000,000
Proposed Maximum Offering Price Per Share(2)......................$63.8125
Proposed Maximum Aggregate Offering Price(2)...............$957,187,500.00
Amount of Registration Fee(2)..................................$330,070.00

- ------------------------------------------
(1)     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)     Pursuant to Rule 457(h) and Rule 457(c), the maximum offering 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 March 16, 1995.
PART I

INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

Item 2.  Registrant Information and Employee Plan Annual
         Information

PART II

INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents which have heretofore been filed by
Bristol-Myers Squibb Company (the "Company") (File No. 1-1136)
with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated by reference herein and shall be
deemed to be a part hereof:

                   1.  The Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1993;

                   2.  The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994, June 30, 1994, and September
30, 1994;

                   3.  The description of the Company's Common Stock
         contained in a Registration Statement filed under the 1934
         Act, including any amendment or report filed for the
         purpose of updating such description; and

                   4.  The description of the Company's Rights contained
         in the Company's Registration Statement on Form 8-A filed
         with the Commission pursuant to Section 12(b) of the 1934
         Act on December 10, 1987, as amended by an amendment on
         Form 8 dated July 27, 1989.

         All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated
above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during
which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         See Item 3.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the Common Stock offered pursuant to this
Registration Statement has been passed upon for the Company by
John L. McGoldrick, Senior Vice President and General Counsel of
the Company, 345 Park Avenue, New York, New York, 10154.  Mr.
McGoldrick owns, and has options to purchase, common stock of
the Company.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the
"DGCL") provides that a corporation may indemnify directors and
officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation - a "derivative action"), if they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with
respect to any criminal actions or proceedings, had no
reasonable cause to believe their conduct was unlawful.  A
similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action, and
the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has
been found liable to the corporation.  The DGCL provides that it
is not exclusive of other indemnification that may be granted by
a corporation's by-laws, disinterested director vote,
stockholder vote, agreement or otherwise.

         Under the terms of the Company's Bylaws and subject to the
applicable provisions of the laws of the State of Delaware, the
Company has indemnified each of its directors and officers, and
any employee of the Company who, at the Company's request, has
served as a director or officer of another corporation in which
the Company owns capital or of which it is a creditor, against
expenses incurred or paid in connection with any claim made
against such director or officer or any actual or threatened
action, suit or proceeding in which such director or officer may
be involved by reason of being or having been a director or
officer of the Company, or of serving or having served at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action taken or not taken
by such director or officer in such capacity, and against the
amount or amounts paid by such director or officer in settlement
of any such claim, action, suit or proceeding or any judgment or
order entered therein.
Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized
thereunder, such as the Company, eliminating or limiting, with
certain exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director.  The Restated Certificate of
Incorporation of the Company eliminates the liability of
directors to the extent permitted by the DGCL.

         The Company carries directors' and officers' liability
insurance that covers certain liabilities and expenses of the
Company's directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number                                Description
- -------                               ------------

4(a)               Restated Certificate of Incorporation of Bristol-Myers
                   Squibb Company (filed as Exhibit 4(a) to the
                   Registrant's Registration Statement on Form S-3,
                   Registration No. 33-33682, dated March 7, 1990).*

4(b)               Bylaws of the Registrant, as amended through May 4,
                   1993 (filed as Exhibit 3(b) to the Registrant's Annual
                   Report on Form 10-K, File No. 1-1136, for the fiscal
                   year ended December 31, 1993).*

4(c)               Rights Agreement dated as of December 4, 1987, between
                   the Registrant and Rights Agent named therein, as
                   amended (filed as Exhibit 1 to the Registrant's
                   Registration Statement on Form 8-A, File No. 1-1136,
                   dated December 10, 1987),* as amended by Amendment No.
                   1 (filed as Exhibit 1 to the Registrant's Form 8; File
                   No. 1-1136, dated July 27, 1989).*

5                  Opinion of the Registrant's General Counsel as to the
                   legality of securities offered under the Bristol-Myers
                   Squibb Company TeamShare Stock Option Plan, effective
                   as of December 6, 1994.

23(a)              Consent of Independent Accountants, Price Waterhouse
                   LLP.

23(b)              Consent of Counsel (contained in the Opinion of the
                   Registrant's General Counsel, Exhibit 5 hereto).

24                 Certified resolutions of the Board of Directors of
                   Bristol-Myers Squibb Company and related Power of
                   Attorney.

99                 Bristol-Myers Squibb Company TeamShare Stock Option
                   Plan, effective as of December 6, 1994.

- ----------------------------------
* Incorporated by reference
Item 9.  Undertakings.

         (1) The undersigned Registrant hereby undertakes:

                   (a) to file, during any period in which offers or sales
                   are being made, a post-effective amendment to this
                   Registration Statement:

                             (i)  To include any prospectus required by
                             Section 10(a)(3) of the Securities Act of 1933;

                             (ii)  To reflect in the prospectus any facts or
                             events arising after the effective date of this
                             Registration Statement (or the most recent
                             post-effective amendment thereof) which,
                             individually or in the aggregate, represent a
                             fundamental change in the information set forth
                             in this Registration Statement;

                             (iii)  To include any material information with
                             respect to the plan of distribution not
                             previously disclosed in this Registration
                             Statement or any material change to such
                             information in this Registration Statement;

                   Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs are contained in periodic reports filed
by the Registrant pursuant to Section 13(a) or Section 15(d) of the
1934 Act that are incorporated by reference in the registration
statement:

                   (b)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and

                   (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

         (2)  The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the issuer's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities at the
time shall be deemed to be the initial bona fide offering hereof.

         (3)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                               EXPERTS

          The financial statements incorporated in the Prospectus constituting
part of this Registration Statement by reference to the Annual Report on
Form 10-K of Bristol-Myers Squibb Company for the year ended December 31,
1993, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

                              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, and the State of New York,
on the 23rd day of March, 1995.

                                       BRISTOL-MYERS SQUIBB COMPANY

                                                     *
                                     By-----------------------------------
                                      (Charles A. Heimbold, Jr.
                                       President, Chief Executive Officer
                                         and Director)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated and on the 23rd day of March, 1995.

Signature                                                Title
- ---------                                                -----

          *
- ----------------------------           President, Chief Executive Officer and
(Charles A. Heimbold, Jr.)             Director (Principal Executive Officer)

          *
- ----------------------------           Executive Vice President and Director
(Michael E. Autera)

/s/ Frederick S. Schiff
- ----------------------------           Corporate Staff Vice President and
(Frederick S. Schiff)                  Controller
                                       (Principal Accounting Officer)
          *
- ----------------------------           Chairman of the Board of Directors
(Richard L. Gelb)
           *
- ----------------------------           Director
(Robert E. Allen)
          *
- ---------------------------            Director
(Ellen V. Futter)
          *
- ----------------------------           Director
(Louis V. Gerstner, Jr.)
          *
- ----------------------------           Director
(John D. Macomber)
          *
- ----------------------------           Director
(Alexander Rich, M.D.)
         *
- ----------------------------           Director
(James D. Robinson III)
         *
- ----------------------------           Director
(Andrew C. Sigler)
         *
- ----------------------------           Director
(Louis W. Sullivan, M.D.)

*     The undersigned, by signing his name hereto, does hereby sign this
      Registration Statement or amendment thereto on behalf of each of
      the above-indicated directors or officers of Bristol-Myers Squibb
      Company pursuant to powers of attorney executed by each such
      director or officer.

/s/ Charles G. Tharp
- ---------------------------------------------------
(Charles G. Tharp, Attorney-in-fact)
Registration No. 33-
       ---------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

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

                                  EXHIBITS

                                filed with

                                 Form S-8

                           Registration Statement

                                   Under

                         The Securities Act of 1933

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

          Bristol-Myers Squibb Company TeamShare Stock Option Plan
                      Effective as of December 6, 1994
                            (Full title of Plan)

                        BRISTOL-MYERS SQUIBB COMPANY
           (Exact name of Issuer as specified in its charter)
Bristol-Myers Squibb Company

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

                                Exhibit Index

Exhibit                                                            Sequential
Number                  Description                                Page Number
- --------                ------------                               -----------

4(a)        Restated Certificate of Incorporation of
            Bristol-Myers Squibb Company (filed as
            Exhibit 4(a) to the Registrant's Registration
            Statement on Form S-3, Registration No. 33-33682,
            dated March 7, 1990).                                       *

4(b)        Bylaws of the Registrant, as amended through May 4,
            1993 (filed as Exhibit 3(b) to the Registrant's
            Annual Report on Form 10-K, File No. 1-1136, for
            the fiscal year ended December 31, 1993).                   *

4(c)        Rights Agreement dated as of December 4, 1987,
            between the Registrant and the Rights Agent named
            therein, as amended (filed as Exhibit 1 to the
            Registrant's Registration Statement on Form 8-A,
            File No. 1-1136, dated December 10, 1987), as
            amended by Amendment No. 1 (filed as Exhibit 1
            to the Registrant's Form 8, File No. 1-1136,
            dated July 27, 1989).                                      *

5           Opinion of the Registrant's General Counsel as
            to the legality of securities offered under the
            Bristol-Myers Squibb Company TeamShare Stock Option
            Plan,  effective as of December 6, 1994.

23(a)       Consent of Independent Accountants, Price Waterhouse LLP.

23(b)       Consent of Counsel (contained in the Opinion of the
            Registrant's General Counsel, Exhibit 5 hereto).

24          Certified resolutions of the Board of Directors of
            Bristol-Myers Squibb Company and related Power of
            Attorney.

99          Bristol-Myers Squibb Company TeamShare Stock Option
            Plan, effective as of December 6, 1994.

- --------------------------------------------
*  Incorporated by reference.