March 12, 1999



Mr. Charles A. Heimbold, Jr.
Chairman and Chief Executive Officer
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154-0037

Dear Charlie:

Over the period since you assumed the role of Chief Executive Officer, your
leadership has significantly contributed to the Company's success, as
reflected in the substantial increase in the value of the Company by
approximately $100 billion as of year-end 1998.  In light of this, the
Compensation and Management Development Committee has approved the following
in exchange for your agreement to serve as Chairman and Chief Executive
Officer until December 31, 2001, or such earlier date as the Board of
Directors may appoint your successor. This new agreement, the provisions
of which are detailed below, replaces the original agreement dated
March 25, 1998.


* You are granted a Restricted Stock Award of 300,000 shares which will
vest upon your retirement on December 31, 2001, or such earlier date as
the Board of Directors may appoint your successor.

* Your annual bonus target will be determined by the Board but will not be
less than 170% of your base salary, and your base salary will not be less
than in 1998.

* After your retirement you will be provided with the benefits, support and
agreements similar to those historically provided to other retiring executives
who served as Chairman and Chief Executive Officer of the Company.

* You are granted a Restricted Stock Award of 100,000 shares which will vest
on January 1, 2002.  In the event the Board of Directors appoints your
successor prior to December 31, 2001, and you elect to retire prior to
December 1, 2001, you may elect to have this Restricted Stock Award vest
at the time you elect to retire.

* Your Retirement Income Plan Benefit will be calculated on the basis of your
three-year final average pay (salary plus bonus) instead of the five-year
final average pay normally provided under the Plan.


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In calculating your pension benefit, the pension formula will be increased
to reflect an additional ten percentage points above that provided by the
normal formula for retirement benefits (It is estimated that the benefit
earned under the Plan will approximate 77% of your final average pay upon
retirement at the end of 2001.  This additional benefit would increase your
total retirement benefit to approximately 87% of final average pay).



                                      Bristol-Myers Squibb Company


                                      By: /s/ James D. Robinson III
                                      -----------------------------------
                                              James D. Robinson III
                                              Chairman, Compensation and
                                              Management Development Committee




Agreed to:


By: /s/ Charles A. Heimbold, Jr.
- --------------------------------------------
        Charles A. Heimbold, Jr.
        Chairman and Chief Executive Officer







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