Company Name: Bristol-Myers Squibb Co.
Public Availability Date: January 10, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

January 9, 2008

Direct Dial
(202) 955-8653
Fax No.
(202) 530-9677

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Withdrawal of No-Action Letter Request Regarding the Stockholder Proposal of Trinity Health et al. Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

In a letter dated December 28, 2007, we requested that the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") concur that Bristol-Myers Squibb Company (the "Company") could properly exclude from its proxy materials for its 2008 Annual Meeting of Stockholders a stockholder proposal and statements in support thereof (the "Proposal") received from Trinity Health and various co-filers (the "Proponents").

Enclosed is a letter dated January 3, 2008 from Catherine Rowan to the Company representing that she is authorized to act on behalf of the Proponents and stating that the Proponents voluntarily withdraw the Proposal. See Exhibit A. In reliance on this letter, we hereby withdraw the December 28, 2007, no-action request relating to the Company's ability to exclude the Proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

Please do not hesitate to call me at (202) 955-8653 or Sandra Leung, the Company's Senior Vice President, General Counsel and Secretary, at (212) 546-4260 with any questions in this regard.

Sincerely,

/s/

Amy L. Goodman

ALG/jlk

Enclosure

cc: Sandra Leung, Bristol-Myers Squibb Company
Catherine Rowan, Trinity Health

[INQUIRY LETTER]

December 28, 2007

Direct Dial
(202) 955-8653
Fax No.
(202) 530-9677

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re: Stockholder Proposal of Trinity Health et al. Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client, Bristol-Myers Squibb Company (the "Company"), intends to omit from its proxy statement and form of proxy for its 2008 Annual Meeting of Stockholders (collectively, the "2008 Proxy Materials") a stockholder proposal (the "Proposal") received from Trinity Health and various co-filers (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before the Company intends to file its definitive 2008 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that stockholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of the Company pursuant to Rule 14a-8(k).

THE PROPOSAL

The Proposal requests that the Company's Board of Directors (the "Board") adopt principles for comprehensive health care reform. Specifically, the Proposal states:

RESOLVED: shareholders urge the Board of Directors to adopt principles for comprehensive health care reform (such as those based upon principles reported by the Institute of Medicine:

1. Health care coverage should be universal.

2. Health care coverage should be continuous.

3. Health care coverage should be affordable to individuals and families.

4. The health insurance strategy should be affordable and sustainable for society.

5. Health insurance should enhance health and well being by promoting access to high-quality care that is effective, efficient, safe, timely, patient-centered, and equitable).

The Proposal's supporting statement describes the importance of companies' positions on "critical public policy issues, such as universal health care." A copy of the Proposal, as well as related correspondence with the Proponent, is attached to this letter as Exhibit A.

BASES FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials pursuant to:

Rule 14a-8(i)(10) because the Company has already substantially implemented the Proposal;

Rule 14a-8(i)(7) because the Proposal pertains to the Company's ordinary business operations; and

Rule 14a-8(i)(3) because the Proposal is impermissibly vague and indefinite so as to be inherently misleading.

ANALYSIS

I. The Proposal May Be Excluded under Rule 14a-8(i)(10) Because the Company Has Substantially Implemented the Proposal.

Rule 14a-8(i)(10) permits a company to exclude a stockholder proposal from its proxy materials if the company has substantially implemented the proposal. For the reasons set forth below, we ask that the Staff concur that the Proposal may be omitted pursuant to Rule 14a-8(i)(10) because the Company has issued a sustainability report and has adopted principles that substantially implement the Proposal.

The Commission stated in 1976 that the predecessor to Rule 14a-8(i)(10) was "designed to avoid the possibility of shareholders having to consider matters which have already been favorably acted upon by the management...." Exchange Act Release No. 12598 (July 7, 1976). When a company can demonstrate that it already has taken actions to address each element of a stockholder proposal, the Staff has concurred that the proposal has been "substantially implemented" and may be excluded as moot. See, e.g., Exxon Mobil Corp. (avail. Jan. 24, 2001); The Gap, Inc. (avail. Mar. 8, 1996); Nordstrom, Inc. (avail. Feb. 8, 1995). Moreover, a proposal need not be "fully effected" by the company in order to be excluded as substantially implemented. See Exchange Act Release No. 40018 at n.30 and accompanying test (May 21, 1998); Exchange Act Release No. 20091 at II.E.6. (Aug. 16, 1983). Instead, the Staff has noted that "a determination that the [c]ompany has substantially implemented the proposal depends upon whether [the company's] particular policies, practices and procedures compare favorably with the guidelines of the proposal." Texaco, Inc. (avail. Mar. 28, 1991). In other words, substantial implementation under Rule 14a-8(i)(10) requires that a company's actions satisfactorily address the underlying concerns of the proposal and that the "essential objective" of the proposal has been addressed. See, e.g., Anheuser-Busch Cos., Inc. (avail. Jan. 17, 2007); ConAgra Foods, Inc. (avail. Jul. 3, 2006); Johnson & Johnson (avail. Feb. 17, 2006); The Talbots, Inc. (avail. Apr. 5, 2002); Masco Corp. (avail. Mar. 29, 1999).

As noted above, Commission statements and Staff precedent with respect to Rule 14a-8(i)(10) confirm that the standard for exclusion is that a stockholder proposal be substantially implemented, not fully effected. In other words, Rule 14a-8(i)(10) permits exclusion of a stockholder proposal when a company has implemented the essential objective of the proposal, even when the manner by which a company implements the proposal does not correspond precisely to the actions sought by the stockholder proponent. See Exchange Act Release No. 20091 (Aug. 16, 1983). See also Honeywell Int'l Inc. (avail. Jan. 31, 2007); Sun Microsystems, Inc. (avail. Sept. 12, 2006); General Motors Corp. (avail. Apr. 5, 2006); Tiffany & Co. (avail. Mar. 14, 2006); The Boeing Co. (avail. Mar. 9, 2005); The Home Depot, Inc. (avail. Mar. 7, 2005) (each allowing exclusion under Rule 14a-8(i)(10) of a stockholder proposal requesting that any future poison pill be put to a stockholder vote "as soon as possible" or "within 4-months" where the company had a poison pill policy in place that required a stockholder vote on any future poison pill within one year). See also Schering-Plough Corp. (avail. Feb. 2, 2006); Northrop Grumman Corp. (avail. Mar. 22, 2005); Southwest Airlines Co. (avail. Feb. 10, 2005) (each permitting exclusion of a stockholder proposal seeking declassification of the company's board of directors "in the most expeditious manner possible" when the company planned to phase in declassification of the board of directors such that the directors were elected to one-year terms as their current terms expired).

In the instant case, the Proposal requests that the Company "adopt principles for comprehensive health care reform," and provides examples of specific principles to consider. However, the Company already has adopted the following principles (collectively, the "Principles") that will be published on its publicly available website on or before January 10, 2008:

Bristol-Myers Squibb supports accessible and affordable health care and measures to reduce the number of uninsured, especially vulnerable populations such as children and people with lower incomes, with the goal of achieving universal, continuous, and affordable health care coverage.

We support market-based policy approaches to reduce significantly the number of uninsured that build on the current public-private mix of health insurance coverage, while preserving incentives for innovation.

We have collaborated with, and will continue to collaborate with, other organizations to achieve accessible and affordable health care coverage.

Moreover, the Company currently maintains a sustainability website, which includes a section entitled "Expanding Access to Medicines and Health Care: Compassion for Patients" (the "Sustainability Report"). The Sustainability Report is available on the Company's website at http://www.bms.com/ehs/issues/data/access.html and is attached hereto as Exhibit B. The Sustainability Report also addresses the Proposal's objective that health care coverage should be "universal" and "affordable" by stating, among other things:

"Among the most complex and challenging issues facing society and the health care industry is improving access to health care among patients in need. [The Company] is working to expand access to medicines and help strengthen the health care infrastructure."

"The pharmaceutical industry needs to intensify its efforts to make medicines available to patients through the various mechanisms available to them. One of those mechanisms is health insurance."

"Patient assistance programs represent important measures to ensure access for those in need...."

We note that the Proposal lists five items reported by the Institute of Medicine as examples of principles of health care reform. The Proposal does not require, however, the adoption of any specific principles, but provides several suggestions, including, as examples, that health care coverage should be "universal"; "continuous"; "affordable to individuals and families"; "affordable and sustainable for society"; and that "[h]ealth insurance should enhance health and well being by promoting access to high-quality care that is effective, efficient, safe, timely, patient-centered, and equitable." In this regard, the Principles adopted by the Company, along with the Sustainability Report, address the essential objective of the Proposal because they embrace "the goal of achieving universal, continuous, and affordable health care coverage," and the Company is affirming its commitment to work towards "accessible and affordable health care coverage." Thus, the Company has substantially implemented the Proposal by adopting principles for comprehensive health care reform that address the essential objective of the Proposal. See, e.g., Tiffany & Co. (avail. Mar. 14, 2006) (concurring with the exclusion of a proposal requesting that a stockholder vote follow the adoption of any poison pill "as soon as may be practicable" where the company's policy was to seek a vote "within one year after the effective date of the poison pill ... or expire on the first anniversary of its effective date"); The Gap, Inc. (avail. Mar. 16, 2001) (concurring that a proposal requesting a report on the child labor practices of the company's vendors was substantially implemented by the adoption of a code of vendor conduct, the monitoring of vendor compliance and the publishing of related information, despite the fact that the company's report did not provide all the information sought by the proposal).

For these reasons, we believe that the Principles and the Sustainability Report substantially implement the Proposal, and the Proposal properly may be excluded pursuant to Rule 14a-8(i)(10).

II. The Proposal May Be Excluded under Rule 14a-8(i)(7) Because It Deals with Matters Related to the Company's Ordinary Business Operations.

Rule 14a-8(i)(7) permits the omission of a stockholder proposal dealing with matters relating to a company's "ordinary business" operations. According to the Commission's release accompanying the 1998 amendments to Rule 14a-8, the underlying policy of the ordinary business exclusion is "to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual shareholders meeting." Exchange Act Release No. 40018 (May 21, 1998) (the "1998 Release").

In the 1998 Release, the Commission described the two "central considerations" for the ordinary business exclusion. The first is that certain tasks are "so fundamental to management's ability to run a company on a day to day basis" that they can not be subject to direct stockholder oversight. Examples of such tasks cited by the Commission are "management of the workforce, such as the hiring, promotion, and termination of employees, decisions on production quality and quantity, and the retention of suppliers." The second consideration relates to "the degree to which the proposal seeks to `micro-manage' the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment."

For the reasons addressed below, the Proposal relates to the Company's ordinary business operations because: (A) the Proposal seeks to involve the Company in the political or legislative process with respect to an aspect of the Company's business; and (B) the Proposal relates to employee benefits. In well-established precedent, the Staff consistently has concurred that stockholder proposals relating to each of the foregoing implicate ordinary business matters, and as such, the Staff has concurred with the excludability of these proposals under Rule 14a-8(i)(7).

A. The Proposal and Supporting Statement Involve Ordinary Business Matters by Attempting to Involve the Company in the Legislative and Political Process Regarding Health Care Reform.

The Proposal asks that the Board adopt "principles for comprehensive health care reform" and suggests that such action is necessary because of rising costs. Thus, as discussed in more detail below, the essential objective of the Proposal is to involve the Company in the political and legislative process with respect to health care reform.

The Staff consistently has granted no-action relief to companies where, as here, a stockholder proposal seeks to involve the company in the political or legislative process. For example, in Chrysler Corp. (avail. Feb. 10, 1992), the Staff concurred, in reliance on the predecessor to Rule 14a-8(i)(7), in the omission of a proposal requesting that the company support and lobby for universal health coverage because it was "directed at involving the [c]ompany in the political or legislative process relating to an aspect of the [c]ompany's operations." In Brunswick Corp. (avail. Feb. 10, 1992), the Staff concurred that a similar stockholder proposal calling for a report (i) comparing health care standards, methods of administration, costs and financing of health care plans in all countries where the company does business, and (ii) describing aspects of governmental policy affecting those plans that should be included in the United States' development of a national health insurance plan, could be excluded from the company's proxy materials in reliance on the predecessor to Rule 14a-8(i)(7) because it was directed at involving the company in the political or legislative process relating to an aspect of the company's operations. It is noteworthy that the Staff's determination regarding this stockholder proposal was challenged by its proponent, the New York City Employees' Retirement System ("NYCERS"), and the Staff's determination that the proposal could be excluded as ordinary business was upheld. See New York City Employees' Retirement System v. Brunswick Corp., 789 F. Supp. 144 (S.D.N.Y. 1992). Judge Patterson, who heard the challenge, noted that "[NYCERS's] [p]roposal as adopted is not limited to corporate policy but seeks to cause the corporation to form national policy," and that "as admirable as [NYCERS's] objectives may be, there is no precedent to support such a proposal...." Id. at 147.

Likewise, on numerous occasions the Staff has concurred that stockholder proposals calling for an evaluation of the impact on the company of various health care reform proposals being considered by policymakers could be excluded from the companies' proxy materials in reliance on Rule 14a-8(i)(7) or its predecessor. See Brown Group Inc. (avail. Mar. 29, 1993, exclusion affirmed May 6, 1993); Dole Food Co. (avail. Feb. 10, 1992); GTE Corp. (avail. Feb. 10, 1992); Tribune Co. (avail. Mar. 6, 1991); Minnesota Mining and Manufacturing Co. (avail. Feb. 6, 1991); Knight-Ridder (avail. Jan. 23, 1991); Albertsons (avail. Jan. 22, 1991). Similarly, in International Business Machines Corp. (avail. Jan. 21, 2002), the Staff concurred that a stockholder proposal requiring the company to "[j]oin with other corporations in support of the establishment of a properly financed national health insurance system" was excludable because it "appears directed at involving IBM in the political or legislative process relating to an aspect of IBM's operations."

As was the case with each of the no-action requests discussed above, by requesting the implementation of principles relating to health care reform, the Proposal seeks to have the Company engage in political and lobbying activities with respect to public policies affecting the Company's operations, namely health care reform. In this regard and as discussed in detail below, the Proposal's supporting statement discusses specific political issues surrounding health care reform.

The supporting statement's repeated references to the political efforts with respect to health care reform confirm that the Proposal's goal is to involve the Company in such efforts. For example, the supporting statement points to efforts made by "national organizations" regarding lobbying in the area of health care reform. All of the organizations that are mentionedthe American Medical Association, the American Hospital Association, AARP and the Pharmaceutical Research and Manufacturers of Americaare groups specifically involved in political and legislative lobbying and advocacy. Similarly, the health care reform principles that the Proponent lists as a model were drafted by the Institute of Medicine, an organization formed within the National Academy of Science to examine policy matters pertaining to the health of the public and to act as an advisor to the federal government.

Moreover, the supporting statement refers to the political debate regarding comprehensive health care reform as part of the 2008 presidential campaign. The Proponent clearly intends to compel the Company to get involved in this debate, not to mention similar and related debates that may occur in the U.S. Congress. As in the past, when the stockholder proposals cited above have been considered by the Staff, health care reform is on the legislative calendar. Numerous bills relating to health care coverage have been introduced in the U.S. Congress during 2007, and numerous others seek to expand health care coverage. See, e.g., United States National Health Insurance Act, H.R. 676, 110th Cong. (2007) (introduced Jan. 24, 2007) ("A bill to provide for comprehensive health insurance coverage for all United States residents, and for other purposes."); American Health Security Act of 2007, H.R. 1200, 110th Cong. (2007) (introduced Feb. 27, 2007) ("A bill to provide for health care for every American and to control the cost and enhance the quality of the health care system."); Healthy Americans Act, S. 334, 110th Cong. (2007) (introduced Jan. 18, 2007) ("A bill to provide affordable, guaranteed private health coverage that will make Americans healthier and can never be taken away."); Universal Health Care Choice and Access Act, S. 1019, 110th Cong. (2007) (introduced Mar. 28, 2007) ("A bill to provide comprehensive reform of the health care system of the United States, and for other purposes."); Kids Come First Act of 2007, S. 95, 110th Cong. (2007) (introduced Jan. 4, 2007) ("A bill to amend titles XIX and XXI of the Social Security Act to ensure that every uninsured child in America has health insurance coverage, and for other purposes."); Access to Affordable Health Care Act, S. 158, 110th Cong. (2007) (introduced Jan. 4, 2007) ("A bill to expand access to affordable health care and to strengthen the health care safety net and make health care services more available in rural and underserved areas."). It is these debates that the lobbying organizations mentioned in the supporting statement seek to influence, and it appears that the ultimate goal of the Proponent in submitting the Proposal is to see that the Company engages in these debates, as well.

In addition, there are significant health care aspects of the Company's business operations. As of December 31, 2006, the Company employed approximately 43,000 people throughout the world. As an employer offering both employee and retiree health benefits, the Company is a significant health care consumer. The Company also is a worldwide pharmaceutical and related health care products company whose mission is to extend and enhance human life by providing the highest quality pharmaceutical and related health care products. The Company is engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of pharmaceuticals and related health care products. All of these business operations would be affected by any principles for "comprehensive health care reform" that the Company might be required to address under the Proposal.

Determining whether to take a position on potential reform of public policies and the terms and scope of any such position thus impacts many aspects of the Company's business. These determinations are "fundamental to management's ability to run a company on a day to day basis." The Company devotes significant time and resources to monitoring its compliance with existing laws and participating in the legislative and regulatory process, including whether and how to take a position on legislative policies that are in line with the best interests of the Company and its stockholders. This process involves the study of a number of factors, including the likelihood that lobbying efforts will be successful and the anticipated effect of specific regulations on the Company's financial position and stockholder value. Likewise, decisions as to how and whether to lobby on behalf of certain issues of public policy, or whether to otherwise participate in the political process, involve complex considerations. These include the impact of proposed legislation on the Company's business, the use of corporate resources and the interaction of such efforts with other lobbying and public policy communications by the Company.

For these reasons and consistent with the precedent discussed above, the Proposal is directed at involving the Company in a political and legislative process related to an aspect of its operations and, thus, is excludable pursuant to Rule 14a-8(i)(7).

B. The Proposal Involves Ordinary Business Matters Because It Relates to Employee Benefits.

The Proposal deals with matters relating to the Company's ordinary business operationsemployee benefitswhich the Staff routinely has concluded are properly excludable in reliance on Rule 14a-8(i)(7). The design, maintenance, and administration of health care coverage are part of a company's ordinary business operations. In its day-to-day employee benefits administration, the Company determines the coverage and applicable eligibility requirements for employees, retirees and others. Decisions that could impact changes in health care coverage, including "principles for comprehensive health care reform" that would undeniably impact the nature of health care coverage provided to the Company's employees, are best left to those who handle such decisions on a daily basis.

The Staff has recognized that stockholder proposals similar to the Proposal involve ordinary business matters. For example, in General Motors Corp. (avail. Mar. 24, 2005), the Staff concurred that the company could exclude under Rule 14a-8(i)(7) a stockholder proposal requesting the formation of a "directors committee to develop specific reforms for the health cost problem" because it related to "employee benefits." Here, the Proposal requests that the Board develop "principles for comprehensive health care reform," which is very similar to the request in the proposal in General Motors for the "directors committee to develop specific reforms." Thus, we believe that the Proposal, as with the proposal in General Motors, is excludable as relating to ordinary business matters, specifically employee benefits.

The Staff also has determined consistently that stockholder proposals concerning health care benefits and health insurance costs are excludable as relating to ordinary business operations, specifically employee benefits. For example, in Target Corp. (avail. Feb. 27, 2007), the proposal requested a report on "the implications of rising health care expenses and how [the company] is positioning itself to address this issue without compromising the health and productivity of its workforce." The proposal, which the Staff concurred could be excluded under Rule 14a-8(i)(7) as relating to employee benefits, discussed extensively the rising cost of health care and its effect on the company's actions with respect to employee benefits. Similarly, the Proposal emphasizes the need for "'fundamental changes in' or `completely rebuilding' the health care system." See also General Motors Corp. (avail. Apr. 11, 2007) (permitting the exclusion of a similar proposal under Rule 14a-8(i)(7)); Int'l Business Machines Corp. (avail. Jan. 13, 2005) (concurring in the exclusion under Rule 14a-8(i)(7) of a proposal requesting a board report on the competitive impact of rising health insurance costs, including information regarding policies that the board has adopted, or is considering, to reduce such costs); PepsiCo, Inc. (avail. Mar. 7, 1991) (permitting the exclusion of a stockholder proposal, noting that "decisions relating to the evaluation of employee health and welfare plans are matters involving the [c]ompany's ordinary business operations").

For these reasons, the Proposal is excludable under Rule 14a-8(i)(7) as implicating the Company's ordinary business operations because it relates to employee benefits.

III. The Proposal May Be Excluded under Rule 14a-8(i)(3) Because It Is Impermissibly Vague and Indefinite so as To Be Inherently Misleading.

If the Staff does not concur that the Company has substantially implemented the Proposal as set forth in Section I. above, then we believe that the broad and undefined scope of the Proposal's subject matter renders the Proposal so vague and indefinite that it may properly be excluded under Rule 14a-8(i)(3) as being in violation of Rule 14a-9. Rule 14a-8(i)(3) allows the exclusion of a stockholder proposal if the proposal or supporting statement is contrary to any of the Commission's proxy rules or regulations. The Staff consistently has taken the position that vague and indefinite stockholder proposals are excludable under Rule 14a-8(i)(3) because "neither the stockholders voting on the proposal, nor the company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires." See Staff Legal Bulletin No. 14B (Sept. 15, 2004); Philadelphia Electric Co. (avail. July 30, 1992). Moreover, a proposal is sufficiently vague and indefinite so as to justify exclusion where a company and its stockholders might interpret the proposal differently, such that "any action ultimately taken by the [c]ompany upon implementation [of the proposal] could be significantly different from the actions envisioned by the shareholders voting on the proposal." Fuqua Industries, Inc. (avail. Mar. 12, 1991).

On a number of occasions, the Staff has concurred with the exclusion of stockholder proposals that relate to a general set of standards, principles or criteria that lack a precise definition or ascertainable scope. In Alaska Air Group, Inc. (avail. Apr. 11, 2007), the Staff agreed that a proposal requesting the board of directors to amend the governing documents of the company to "assert, affirm and define the right of the owners of the company to set standards of corporate governance" could be excluded as vague and indefinite. In its letter to the Staff, the company argued that "standards of corporate governance" is a concept that is "sweeping in its scope," thus making it impossible for the company, its board of directors or the stockholders to determine with any certainty what must be addressed in order to comply with the proposal. In Johnson & Johnson (avail. Feb. 7, 2003), the Staff concurred that the company could exclude as vague and indefinite a proposal requesting a report on the company's progress concerning "the Glass Ceiling Commission's business recommendations." In its letter to the Staff, the company noted that the proposal and supporting statement did not provide sufficient context and background information to allow stockholders and the company to understand the scope of the requested report. Further, in Alcoa, Inc. (avail. Dec. 24, 2002), the Staff concurred that the company could exclude as vague and indefinite a proposal calling for the full implementation of "human rights standards." In its letter to the Staff, the company pointed out that, although the supporting statement referenced a variety of International Labor Organization human rights goals, the reference to "standards" did not clarify for either stockholders or the company what standards were being referenced or precisely what actions were contemplated under the proposal.

The Proposal is similarly vague and indefinite as to the actions or measures it requests in at least two respects: (1) it fails to define sufficiently the subject matter of the Proposal; and (2) it fails to specify the Proposal's scope. The Proposal requests the Board to adopt "principles for comprehensive health care reform." Similar to the principles addressed in the proposals in Alaska Air Group, Johnson & Johnson and Alcoa, "comprehensive health care reform" is a concept that lacks a precise definition that might enable the Board and the stockholders to ascertain what principles might sufficiently implement the Proposal. Additionally, the Proposal refers to the principles of the Institute of Medicine as examples of the types of principles that it asks the Board to adopt. The Institute of Medicine principles do little to clarify the Proposal and introduce further unclear concepts, such as "universal," "continuous," "affordable" and "sustainable" health care coverage. See Institute of Medicine's Committee on the Consequences of Uninsurance, Insuring America's Health: Principles and Recommendations, (National Academies Press: 2004), abstract available at http://www.iom.edu/?id=17848.

The lack of an agreed-upon definition and scope of "principles for comprehensive health care reform" makes it impossible for the Board and stockholders to ascertain whether any principles subsequently adopted are in compliance with the Proposal, and therefore render the Proposal vague and indefinite. The ability to ensure compliance is further frustrated by the Proposal's recitation of the Institute of Medicine principles, which introduce such sweeping concepts as "universal," "continuous," "affordable" and "sustainable" health care coverage.

The Proposal also is vague and indefinite because the unbounded scope of the subject matter and inherent diversity of views regarding what constitutes compliance with the Proposal make it inevitable that the stockholders would not know what they were voting upon. See New York City Employees' Retirement System v. Brunswick Corp., 789 F. Supp. 144, 146 (S.D.N.Y. 1992) ("Shareholders are entitled to know precisely the breadth of the proposal on which they are asked to vote."); see also Dyer v. SEC, 287 F.2d 773, 781 (8th Cir. 1961) ("[I]t appears to us that the proposal, as drafted and submitted to the company, is so vague and indefinite as to make it impossible for the board of directors or the stockholders at large to comprehend precisely what the proposal would entail."). Such stockholder disagreement would further complicate the task of the Board in crafting principles to implement the Proposal. See also Capital One Financial Corp. (avail. Feb. 7, 2003) (excluding a proposal under Rule 14a-8(i)(3) where the company's stockholders "would not know with any certainty what they are voting either for or against"); Occidental Petroleum Corp. (avail. Feb 11, 1991) ("The staff, therefore, believes that the proposal may be misleading because any action(s) ultimately taken by the [c]ompany upon implementation of this proposal could be significantly different from the action(s) envisioned by shareholders voting on the proposal.").

As with the stockholder proposals in Alaska Air Group, Johnson & Johnson and Alcoa, the Proposal is vague and indefinite. Thus, we believe that that the Proposal is in violation of Rule 14a-9, warranting exclusion on the basis of Rule 14a-8(i)(3).

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal from its 2008 Proxy Materials. We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. Moreover, the Company agrees to promptly forward to the Proponent any response from the Staff to this no-action request that the Staff transmits by facsimile to the Company only.

If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8653 or Sandra Leung, the Company's Senior Vice President, General Counsel and Secretary, at (212) 546-4260.

Sincerely,

/s/

Amy L. Goodman

Enclosures

cc: Sandra Leung, Bristol-Myers Squibb Company
Catherine Rowan, Trinity Health
Joanne Tromiczak-Neid, Sisters of St. Joseph of Carondelet

[INQUIRY LETTER]

October 5, 2007

Mr. James M. Cornelius
Chief Executive Officer
Bristol-Myers Squibb
345 Park Ave.
New York, NY 10154-0037

Dear Mr. Cornelius,

I am a consultant representing both Trinity Health and the American Baptist Home Mission Society, both of whom are beneficial shareholder of Bristol-Myers Squibb stock. I write out of concern for the impact of escalating health costs on the Company. As faith-based institutional investors, both organizations, which are members of the Interfaith Center on Corporate Responsibility, evaluate their investments not only in terms of profitability, but also on how they protect the dignity of the human person and our natural environment. These organizations support accessible, affordable and equitable health care for all, and advocate for measures to reduce the number of uninsured individuals in our nation, particularly vulnerable populations such as children and low-wage workers.

Trinity Health and the American Baptist Home Mission Society are also keenly aware of the economic burden providing health benefits for employees places on American corporations. As long-term shareholders, they believe it is in the economic interest of our company to ensure that all Americans have access to healthcare that is affordable and provided equitably. The U.S. Census Bureau report, "Income, Poverty, and Health Insurance Coverage in the United States: 2005", found that the number of uninsured people in the United States continues to escalate and the number of workers without employer-sponsored insurance coverage has increased. The percentage of people covered by employment-based health insurance has decreased to 59.5 percent.

According to the Employment Policy Foundation, in 2004 health coverage became the most expensive benefit paid by U.S. employers. This can place a heavy burden on companies doing business in the United States and can put them at a substantial competitive disadvantage in the international marketplace. Testifying before the House Foreign Affairs Committee in January, 2007 Gene B. Sperli of the Council on Foreign Relations argued that the United States needs some kind of a universal healthcare plan to help its businesses keep up with competitors globally

Thus, I am seeking information regarding our Company's position in the national debate on access to health care coverage. I would appreciate it if you could respond with the following information:

How costs have been affected since 2000 by increasing healthcare costs.

Company's cost disadvantage in the U.S. compared to other "developed countries" in which Company operates due to burden of health care costs.

An analysis of the impact various public policy options for reaching universal health coverage would have on the company. For example, what costs and benefits would the company accrue under various reform proposals being circulated (i.e. the recent Massachusetts legislation, employer mandates, a single-payer system, individually mandated insurance coverage, or other proposals)?

An articulation of the company's public policy strategy on health care.

An indication of company efforts with any organizations and/or coalitions advocating for US health system reform.

The organizations I represent consider this information essential in their continued financial and social valuation of the company. A reply is requested by November 9, 2007. Thank you for your prompt attention.

Sincerely,

/s/

Catherine Rowan
Corporate Responsibility Consultant

[APPENDIX]

WHEREAS:

Opinion polls show that access to affordable, comprehensive health care insurance is the most significant social policy issue in America (NBC News/Wall Street Journal, the Kaiser Foundation and The New York Times/CBS News). Health care reform also has become a core issue in the 2008 presidential campaign;

A recent Quinnipiac University poll showed that by nearly a two-to-one ratio, American voters believe that the federal government should provide health insurance for those who cannot afford it. However, the poll indicated there was no consensus for how to do that;

Health care reform has become an overriding public policy issue for the health care industry, also, including for our Company. Its paid lobbyists seek to influence elected leaders, often in less-than-transparent ways and, at times, against the interests of its stakeholders;

In 2006, the health sector spent $351.1 million to lobby the federal government. This represents 13.8% of all spending on lobbying and nearly equals similar spending by the financial sector. Within the health sector, manufacturers of drugs, medical devices and other health care products spent the most. Between 1998 and 2006, the AMA, the American Hospital Association, AARP and PhRMA spent, respectively, the second, fourth, sixth and seventh most on lobbying;

Although contributions from the health sector to political candidates may increase, they are projected to be dwarfed by the overall amount the health industry spends to lobby;

Currently, there is broad support across most sectors of the U.S. for "fundamental changes in" or "completely rebuilding" the health care system. Companies in the health care industry cannot argue that its lobbying to affect public policy is "ordinary business," given that health care reform is such a significant social concern;

Existing law demands companies reveal the amount they spend on lobbying but not what they lobby for. Because such lobbying by the health care industry, including that of our Company, actually may counter the underlying interests of its shareholders, therefore,

RESOLVED: shareholders urge the Board of Directors to adopt principles for comprehensive health care reform (such as those based upon principles reported by the Institute of Medicine:

Health care coverage should be universal.

Health care coverage should be continuous.

Health care coverage should be affordable to individuals and families.

The health insurance strategy should be affordable and sustainable for society.

Health insurance should enhance health and well being by promoting access to high-quality care that is effective, efficient, safe, timely, patient-centered, and equitable).

SUPPORTING STATEMENT:

As shareholders, we believe publicly held companies should be accountable to the public for their positions on critical public policy issues, such as universal health care. This is especially urgent for those in the health care industry. We urge the Board to report annually about how it is implementing such principles. We ask fellow shareholders to support this resolution.

[STAFF REPLY LETTER]

January 10, 2008

Amy L. Goodman
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306

Re: Bristol-Myers Squibb Company

Dear Ms. Goodman:

This is in regard to your letter dated January 9, 2008 concerning the shareholder proposal submitted by Trinity Health; the Sisters of St. Joseph of Carondelet; Catholic Health Initiatives; the Congregation of Divine Providence, Inc.; the School Sisters of Notre Dame of St. Louis; Catholic Healthcare West; Catholic Healthcare Partners; the Sisters of St. Francis of Philadelphia; the Mount St. Scholastica; the Monasterio Pan de Vida; the American Baptist Home Mission Society; and the Community of the Sisters of St. Dominic of Caldwell, NJ for inclusion in Bristol-Myers' proxy materials for its upcoming annual meeting of security holders. Your letter indicates that the proponents have withdrawn the proposal, and that Bristol-Myers therefore withdraws its December 28, 2007 request for a no-action letter from the Division. Because the matter is now moot, we will have no further comment.

Sincerely,

/s/

Heather L. Maples
Special Counsel

cc: Trinity Health and co-proponents
c/o Catherine Rowan
Corporate Responsibility Consultant
766 Brady Ave., Apt. 635
Bronx, NY 10462