Bristol-Myers Squibb (BMY) S-4 Registration of securities issued in business combination transactions

NOTICE OF WITHDRAWAL
OF TENDER OF
4.00% SENIOR NOTES DUE 2008
And
5.25% SENIOR NOTES DUE 2013
OF
BRISTOL-MYERS SQUIBB COMPANY
PURSUANT TO THE PROSPECTUS DATED            , 2004

        This Notice of Withdrawal, or one substantially equivalent to this form, must be used to withdraw tenders of original notes (as defined below) pursuant to the Company's (as defined below) offer (the "Exchange Offer") to exchange $1,000 principal amount of new 4.00% Senior Notes due 2008 or new 5.25% Senior Notes due 2013 (the "new notes") for each $1,000 in principal amount of the Company's outstanding 4.00% Senior Notes due 2008 or outstanding 5.25% Senior Notes due 2013 (the "original notes") described in the prospectus dated            , 2004 (as the same may be amended or supplemented from time to time, the "Prospectus") of Bristol-Myers Squibb Company, a Delaware corporation (the "Company"). Except as otherwise provided in the Prospectus, holders of any shares of original notes may withdraw their tenders of original notes at any time prior to 5:00 p.m., New York City time, on            , 2004 or such later date and time to which the Exchange Offer may be extended (the "Expiration Date"). To withdraw a tender, a holder must deliver this Notice of Withdrawal, or one substantially equivalent to this form, by hand or by facsimile transmission or mail to JPMorgan Chase Bank (the "Exchange Agent") prior to the Expiration Date. See "The Exchange Offer—Withdrawal of Tenders" in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

The Exchange Agent for the Exchange Offer is:
JPMorgan Chase Bank

By Registered or Certified Mail:	By Overnight Courier:	By Hand:	By Facsimile:
JPMorgan Chase Bank Institutional Trust Services P.O. Box 2320 Dallas, Texas 75221-2320 Attn: Beth Mullin	JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Attn: Beth Mullin	JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Attn: Beth Mullin	JPMorgan Chase Bank Institutional Trust Services Attn: Beth Mullin (214)468-6494 Confirm by telephone: (214) 468-6464
For information, call: (214) 468-6464

        DELIVERY OF THIS NOTICE OF WITHDRAWAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF WITHDRAWAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID WITHDRAWAL. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS NOTICE OF WITHDRAWAL.

Ladies and Gentlemen:

        The undersigned hereby withdraws, upon the terms and subject to the conditions set forth in the Prospectus and the related letter of transmittal, the aggregate liquidation preference of original notes indicated below pursuant to the procedures for withdrawal set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders".

        The undersigned understands that no withdrawal of a tender of original notes may be made on or after the Expiration Date. The undersigned understands that for a withdrawal of a tender of original notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at one of its addresses specified on the cover of this Notice of Withdrawal prior to the Expiration Date.

Name of Person who Deposited     the Original Notes to be Withdrawn:
	(Please Print or Type)

Name in which the Original Notes to be Withdrawn     are to be Registered, if Different from Depositor:
	(Please Print or Type)

Signature(s):

Address(es):

Area Code(s) and Telephone Number(s):

If original notes will be delivered by book-entry
    transfer at DTC, insert Depository Account Number:

Area Code(s) and Telephone Number(s):

Date:

Total Liquidation Preference of
    the Original Notes to be Withdrawn:

Series of Notes
(CUSIP Number) Certificate Number(s)* Principal Amount of Original Notes
Withdrawn

*

Need not be completed if the original notes being withdrawn are in book-entry form.

        This Notice of Withdrawal must be signed by the depositor(s) of original notes in the same manner as the original signature on the letter of transmittal by which such original notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such original notes into the name of the person withdrawing the tender. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Name(s):

Signature(s):

Address(es):

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