FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Caldarella Joseph C   2. Issuer Name and Ticker or Trading Symbol BRISTOL MYERS SQUIBB CO [(BMY)] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & Financial Controller (Last) (First) (Middle) BRISTOL-MYERS SQUIBB COMPANY, ROUTE 206 & PROVINCELINE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 03/06/2008 (Street) PRINCETON, NJ 08543 4. If Amendment, Date Original Filed(Month/Day/Year) 03/07/2008 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.10 par value (1) 03/06/2008   M   1,411 (2) A $ 21.77 22,830 (3) D   Common Stock, $0.10 par value 03/06/2008   F   599 (4) D $ 0 22,231 (3) D   Common Stock, $0.10 par value               2,687.78 (5) I By BMY Savings & Investment Program

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(2)

03/06/2008

M

1,411

(6)

(6)

Common Stock, $0.10 par value

1,411

$ 21.77

4,236

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Caldarella Joseph C BRISTOL-MYERS SQUIBB COMPANY ROUTE 206 & PROVINCELINE ROAD PRINCETON, NJ 08543			VP & Financial Controller

Signatures

By: /s/ Sonia Vora, Attorney-in-Fact		02/11/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 4 is being amended to clarify that upon vesting the restricted stock units became a non-derivative security.
(2)	The restricted stock units were converted on a one for one basis into shares of common stock upon vesting.
(3)	Includes unvested restricted stock awards.
(4)	Shares withheld for payment of taxes upon vesting of restricted stock units.
(5)	Based on a plan statement as of the end of the most recent fiscal quarter.
(6)	Twenty-five percent of the restricted stock units will vest on each of the first, second, third and fourth anniversaries of the grant date and be converted into shares of common stock.

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