Page 1 of 16
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rochester Medical Corporation
 (Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
771497104
(CUSIP Number)
E.R. Squibb & Sons, Inc.
100 Headquarters Park Drive
Skillman, New Jersey 08558
(908) 281-2370
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 11, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or (4), check the following box: o
Check the following box if a fee is being paid with this Statement: |X|
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.

Page 2 of 16
SCHEDULE 13D

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

         CUSIP No.   771497104

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

          1       NAME OF REPORTING PERSON
                  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                               E.R. SQUIBB & SONS, INC.
                               I.R.S. Employer Identification Number 13-6121983
- --------------------------------------------------------------------------------

          2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)  o
                                                                         (b) |X|
- --------------------------------------------------------------------------------

          3       SEC USE ONLY

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

          4       SOURCE OF FUNDS

                               WC

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

          5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     o
                  PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------

          6       CITIZENSHIP OR PLACE OF ORGANIZATION

                               Delaware
- --------------------------------------------------------------------------------

  NUMBER OF                7       SOLE VOTING POWER
     SHARES                        157,895
 BENEFICIALLY              8       SHARED VOTING POWER
   OWNED BY                        0
      EACH                 9       SOLE DISPOSITIVE POWER
    PERSON                         157,895
      WITH                 10      SHARED DISPOSITIVE POWER
                                   0

         11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                               157,895
- --------------------------------------------------------------------------------

         12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
                  SHARES                                                       o
- --------------------------------------------------------------------------------

         13       PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)

                               5.5%

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

         14       TYPE OF REPORTING PERSON

                               CO
- --------------------------------------------------------------------------------	

CUSIP No.  771497104                                                Page 3 of 16

Item 1.  Security and Issuer.

                  The class of equity securities to which this Statement relates
is the common  stock,  without  par value (the  "Common  Stock"),  of  Rochester
Medical  Corporation,  a Minnesota  corporation  (the  "Issuer"),  which has its
principal executive offices at 1500 Second Avenue N.W., Stewartville,  Minnesota
55976.

Item 2.  Identity and Background.

                  This Statement is being filed by E.R.  Squibb & Sons,  Inc., a
Delaware  corporation  (the  "Company"),   and  a  wholly-owned   subsidiary  of
Bristol-Myers Squibb Company, a Delaware corporation  ("Bristol-Myers  Squibb").
The Company  conducts its principal  business and maintains its principal office
at 100  Headquarters  Park Drive,  Skillman,  New Jersey 08558. The Company is a
leading manufacturer and marketer of ostomy and modern wound care products and a
comprehensive  provider of skin care, infection control,  contamination  control
and incontinence care products.

                  The name,  business address,  present principal  occupation or
employment and citizenship of each executive officer and director of each of the
Company and  Bristol-Myers  Squibb are set forth on  Schedule A hereto  which is
incorporated  herein by  reference.  During  the past five  years,  neither  the
Company,  Bristol-Myers Squibb nor, to the best knowledge of the Company, any of
their  respective  executive  officers or directors (i) has been  convicted in a
criminal  proceeding  (excluding traffic violations or similar  misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or  administrative  body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment,	

CUSIP No.  771497104                                                Page 4 of 16

decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

Items 3.  Source and Amount of Funds or Other Consideration.

                  The Company  beneficially  owns 157,895 shares of Common Stock
pursuant to the terms of the Convertible Loan Agreement,  dated as of August 11,
1995,  by and  between  the  Company  and  the  Issuer  (the  "Convertible  Loan
Agreement") , under which the Company loaned to the Issuer the principal  amount
of $3,000,000.  The Convertible Loan Agreement provides that the Company has the
right to convert at any time prior to repayment  any and all amounts,  including
accrued  interest,  then  outstanding  under the Convertible Loan Agreement into
Common Stock at a conversion  price of $19.00 per share. The principal amount of
the loan was funded using the Company's working capital.

Item 4.  Purpose of Transaction.

                  On August 11,  1995,  the Company and the Issuer  entered into
the  Convertible  Loan  Agreement  pursuant to which the  Company  loaned to the
Issuer the principal amount of $3,000,000 (the "Loan"). The proceeds of the Loan
are to be used by the Issuer as working capital. The Loan is unsubordinated and,
pursuant to the Security Agreement,  dated as of August 11, 1995, by and between
the Issuer and the Company (the "Security Agreement"), is secured by a pledge of
substantially  all of the  assets  of the  Issuer,  with  the  exception  of the
Issuer's intellectual  property. The Loan bears interest at the rate of 9.5% per
annum compounded annually and matures on August 11, 2000.	

CUSIP No.  771497104                                                Page 5 of 16

                  Pursuant to the terms of the Convertible  Loan Agreement,  the
Company  has the right to  convert at any time  prior to  repayment  any and all
amounts, including accrued interest, then outstanding under the Convertible Loan
Agreement  into  Common  Stock at a  conversion  price of $19.00  per share (the
"Conversion Rights").

                  Simultaneous   with  the   execution   and   delivery  of  the
Convertible  Loan  Agreement  and the  Security  Agreement,  the Company and the
Issuer  entered  into  the  Distribution  and   Co-Development   Agreement  (the
"Distribution  Agreement") pursuant to which the Company and the Issuer formed a
strategic  alliance in connection  with the marketing of the Issuer's  products.
The Distribution Agreement grants to the Company, subject to certain obligations
and  limitations   imposed  by  the  Issuer's  other  distribution   agreements,
co-exclusive worldwide rights to market the Issuer's current products,  products
in development  and certain future  products under the Company's brand name. The
Company's  marketing  rights are  co-exclusive  with those of the Issuer,  which
retains the worldwide rights to market its products under the Issuer's own brand
name.

                  The  Distribution  Agreement  provides  that the Company  will
purchase all of its  requirements  of certain of the Issuer's  products from the
Issuer,  and the Issuer will  provide all  manufacturing  and  packaging  of the
Issuer's products for the Company. The Distribution Agreement also provides that
in the event that the Issuer is unable to supply the Company's  requirements for
products for any reason other than a shortage of raw materials, the Company will
be granted a license to the Issuer's  technologies for purposes of manufacturing
the Issuer's products. In addition, the Issuer and the Company may agree to work
cooperatively to develop additional urology and incontinence products.	

CUSIP No.  771497104                                                Page 6 of 16

                  Under the terms of the Distribution  Agreement,  the Issuer is
obligated to offer the Company a right of first refusal on all future  products,
and prior to entering into a distribution  agreement for any such product with a
third  party,  the Issuer must offer the Company a final  opportunity  to market
such product on terms no less favorable to the Company than those offered to the
third party.

                  The  Distribution  Agreement  has an  initial  five  year term
through August 31, 2000. The Company may, at its option,  renew the Distribution
Agreement  for an  additional  five-year  term,  and may  thereafter  renew  the
Distribution  Agreement  for up to five  additional  one-year  renewal  periods.
Either  party  may  terminate  the  Distribution  Agreement  only upon the other
party's material breach of the Distribution Agreement, bankruptcy or insolvency,
or inability to perform  under the  Distribution  Agreement for a period of more
than six months.  The Distribution  Agreement may not be terminated in the event
that a third party  acquires the Issuer.  The Issuer has agreed to indemnify the
Company against certain liabilities, including any patent infringement claims by
third parties.

                  The  entering  into by the  Company  of the  Convertible  Loan
Agreement was, among other things, in consideration for the Issuer entering into
the  Distribution  Agreement  and  granting  to the Company the rights set forth
therein.

                  Except  as  set  forth  in  this  Item  4  and  as   otherwise
contemplated   by  the  Convertible   Loan   Agreement,   neither  the  Company,
Bristol-Myers  Squibb nor, to the best  knowledge of the  Company,  any of their
respective  executive  officers or  directors,  has any other  present  plans or
proposals  which would  result in or relate to any of the actions  described  in
paragraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act.	

CUSIP No.  771497104                                                Page 7 of 16

Item 5.  Interest in Securities of the Issuer.

                  To  the  best  knowledge  of  the  Company,   the  Issuer  has
outstanding  [2,724,000]  shares  of  Common  Stock.  Under  the  terms  of  the
Convertible  Loan  Agreement,  the Company  beneficially  owns 157,895 shares of
Common Stock representing approximately 5.5% of the outstanding shares of Common
Stock of the Issuer after giving effect to the conversion of the loan. Except as
set forth in this Item 5 and on Schedule B attached hereto which is incorporated
herein by reference, neither the Company, Bristol-Myers Squibb, nor, to the best
knowledge  of the  Company,  any  of  their  respective  executive  officers  or
directors owns any shares of Common Stock.

                  Pursuant to the  Convertible  Loan  Agreement,  if the Company
were to exercise its Conversion Rights (i) the Company would have the sole power
to vote or to direct  the vote of  157,895  shares of Common  Stock and (ii) the
Company  would  have the sole power to  dispose  or direct  the  disposition  of
157,895 shares of Common Stock.

                  Except as set forth on  Schedule  B attached  hereto  which is
incorporated herein by reference, neither the Company, Bristol-Myers Squibb nor,
to the best knowledge of the Company, any of their respective executive officers
or directors has effected any  transaction  in shares of Common Stock during the
past sixty (60) days.

Item 6.  Contracts, Arrangements, Understanding or Relationships With Respect to
         Securities of the Issuer.

                  Except  for  the  Convertible  Loan  Agreement,  each  of  the
Company,  Bristol- Myers Squibb and, to the best knowledge of the Company, their
respective executive officers	

CUSIP No.  771497104                                                Page 8 of 16

and directors is not a party to any contracts,  arrangements,  understandings or
relationships  (legal  or  otherwise)  with  any  person  with  respect  to  any
securities of the Issuer.

Item 7.  Material to be Filed as Exhibits.

             Exhibit 1.    Convertible Loan Agreement, dated as of August 11,
                           1995,  by  and  between  E.R.  Squibb  &  Sons,  Inc.
                           (through its ConvaTec division) and Rochester Medical
                           Corporation.  (Incorporated  by  reference to Exhibit
                           4.11 to  Rochester  Medical  Corporation's  Quarterly
                           Report on Form 10- QSB for the quarter ended June 30,
                           1995.)

             Exhibit 2.    Security  Agreement,  dated as of August 11, 1995,
                           by and between Rochester Medical Corporation and E.R.
                           Squibb & Sons, Inc. (through its ConvaTec  division).
                           (Incorporated   by  reference  to  Exhibit  10.23  to
                           Rochester Medical  Corporation's  Quarterly Report on
                           Form 10-QSB for the quarter ended June 30, 1995.)

             Exhibit 3.    Distribution  and  Co-Development  Agreement,   dated
                           August 11, 1995,  by and between E.R.  Squibb & Sons,
                           Inc.  (through its ConvaTec  division)  and Rochester
                           Medical  Corporation.  (Incorporated  by reference to
                           Exhibit  10.22  to  Rochester  Medical  Corporation's
                           Quarterly Report on Form 10-QSB for the quarter ended
                           June 30, 1995.)	

CUSIP No.  771497104                                                Page 9 of 16

                                   SIGNATURE

                  After  reasonable  inquiry and to the best of my knowledge and
belief,  I certify  that the  information  set forth in this  Statement is true,
complete and correct.

Dated:  October 11, 1995

                                       E.R. SQUIBB & SONS, INC.

                                       By:/s/ J. EDWARD PENICK, JR.
                                          --------------------------
                                          J. Edward Penick, Jr.
                                          Vice President and Assistant Secretary	

CUSIP No.  771497104                                               Page 10 of 16

                                   SCHEDULE A

                  The following  information  sets forth the name,  citizenship,
business address and present  principal  occupation of each of the directors and
executive  officers  of  the  Company  and  Bristol-Myers  Squibb.  Each  of the
directors and executive  officers of the Company and  Bristol-Myers  Squibb is a
citizen of the United States,  except for Joachim H. von Roy who is a citizen of
Germany.  Each of the  Company's  executive  officer's  business  address is 100
Headquarters Park Drive,  Skillman, New Jersey 08558, and each of Bristol- Myers
Squibb's executive  officer's business address is 345 Park Avenue, New York, New
York 10154, in either case unless otherwise indicated.

Name and Business Address           Present Principal Occupation
- -------------------------           ----------------------------
Directors of E.R. Squibb & Sons,
  Inc.
- --------------------------------
Joel M. Lasker                      Senior Vice President and Senior Counsel -
Bristol-Myers Squibb Company        Bristol-Myers Squibb Pharmaceutical
Route 206 & Province Line Road      Group; Associate General Counsel - Bristol-
Princeton, New Jersey  08540        Myers Squibb Company

John L. McGoldrick                  General Counsel and Senior Vice President,
Bristol-Myers Squibb Company        Corporate Staff - Bristol-Myers Squibb
345 Park Avenue                     Company
New York, New York  10154

Frederick S. Schiff                 Controller and Vice President, Corporate
Bristol-Myers Squibb Company        Staff - Bristol-Myers Squibb Company
345 Park Avenue
New York, New York  10154

Officers of E.R. Squibb & Sons,
  Inc.
- -------------------------------

Kenneth E. Weg                      President

Dennis R. Raney                     Vice President and Controller

Harrison M. Bains, Jr.              Vice President and Treasurer

Samuel L. Barker                    Vice President	

CUSIP No.  771497104                                               Page 11 of 16

Andrew G. Bodnar                    Vice President

Alice C. Brennan                    Vice President and Secretary

Louis T. DiFazio                    Vice President

Robert N. Endries                   Vice President and Assistant Secretary

Kenneth M. Given                    Vice President

Conan P. Grames                     Vice President

David R. Hannay                     Vice President

Joel M. Lasker                      Vice President and Assistant Secretary

Paul Lorenzo                        Vice President

Thomas Ludlam, Jr.                  Vice President

John L. McGoldrick                  Vice President

Joseph P. Nirschl                   Vice President

J. Edward Penick, Jr.               Vice President and Assistant Secretary

Thomas M. Primm                     Vice President

Sol I. Rajfer                       Vice President

Leon E. Rosenberg, M.D.             Vice President

Frederick S. Schiff                 Vice President

Eileen S. Silvers                   Vice President

Kenneth A. Sloan                    Vice President

Joseph G. Solari, Jr.               Vice President

Mark D. Speaker                     Vice President and Assistant Secretary

Harlen D. Stauffer                  Vice President

Directors of Bristol-Myers Squibb
  Company
- ---------------------------------

Charles A. Heimbold, Jr.            Chairman of the Board, President and Chief
Bristol-Myers Squibb Company        Executive
345 Park Avenue
New York, New York 10154	

CUSIP No.  771497104                                               Page 12 of 16

Michael F. Mee                      Chief Financial Officer, Senior Vice
Bristol-Myers Squibb Company        President, Corporate Staff
345 Park Avenue
New York, New York 10154

Frederick S. Schiff                 Controller and Vice President, Corporate
Bristol-Myers Squibb Company        Staff
345 Park Avenue
New York, New York 10154

Robert E. Allen                     Chairman and Chief Executive Officer
AT&T Company
295 North Maple Avenue
Basking Ridge, NJ  07920

Michael E. Autera                   Executive Vice President
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154

Ellen V. Futter                     President
American Museum of Natural History
Central Park West at 79th Street
New York, NY  10024

Louis V. Gerstner, Jr.              Chairman of the Board and Chief Executive
IBM Corporation                     Officer
Old Orchard Road
Armonk, NY  10504

John D. Macomber                    President
JDM Investment Group
2806 N. Street, N.W.
Washington, DC  20007

James D. Robinson III               President
J.D. Robinson Inc.
126 East 56th Street
New York, NY  10022

Andrew C. Sigler                    Chairman and Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, CT  06921	

CUSIP No.  771497104                                               Page 13 of 16

Louis W. Sullivan, M.D.             President
Morehouse School of Medicine
720 Westview Drive, S.W.
Atlanta, GA  30310-1495

Kenneth E. Weg                      Executive Vice President and President,
Bristol-Myers Squibb Company        Bristol-Myers Squibb Pharmaceutical Group
345 Park Avenue
New York, NY 10154

Officers of Bristol-Myers Squibb
  Company
- --------------------------------

Charles A. Heimbold, Jr.            Chairman of the Board, Director, President
                                    and Chief Executive Officer

Michael E. Autera                   Executive Vice President and Director

Harrison M. Bains, Jr.              Treasurer and Vice President, Corporate
                                    Staff

Samuel L. Barker, Ph.D.             President, Bristol-Myers Squibb U.S.
                                    Pharmaceuticals

Stephen E. Bear                     President, Worldwide Consumer Medicines

Andrew G. Bodnar, M.D.              Vice President, Medical and Legal Affairs,
                                    Corporate Staff

Alice C. Brennan                    Corporate Secretary and Vice President,
                                    Corporate Staff

Jack M. Cooper                      Vice President, Information Management,
                                    Corporate Staff

Peter R. Dolan                      President, Mead Johnson Nutritional Group

Richard A. Druckman                 Vice President, Strategic Planning,
                                    Corporate Staff

Terence N. Furness                  President, Zimmer, Inc.

John D. Glover                      Vice President, Corporate Security,
                                    Corporate Staff

Samuel A. Hamad                     President, Bristol-Myers Squibb
                                    Pharmaceuticals - Intercontinental

Donald J. Hayden, Jr.               Senior Vice President, Worldwide Franchise
                                    Management and Business Development	

CUSIP No.  771497104                                               Page 14 of 16

Thomas M. Hellman, Ph.D.            Vice President, Environmental Affairs,
                                    Occupational Health and Safety, Corporate
                                    Staff

E. Lynn Johnson                     Senior Vice President, Corporate Staff

George P. Kooluris                  Senior Vice President, Corporate
                                    Development, Corporate Staff

Margaret E. Maruschak               Vice President, Issues Management,
                                    Corporate Staff

John L. McGoldrick                  General Counsel and Senior Vice President,
                                    Corporate Staff

Michael F. Mee                      Chief Financial Officer and Senior Vice
                                    President, Corporate Staff

Leon E. Rosenberg, M.D.             President, Bristol-Myers Squibb
                                    Pharmaceutical Research Institute

Stephen I. Sadove                   President, Worldwide Clairol

Frederick S. Schiff                 Controller and Vice President, Corporate
                                    Staff

Eileen S. Silvers                   Vice President, Taxes, Corporate Staff

John L. Skule                       Vice President, Public Affairs, Corporate
                                    Staff

Joseph G. Solari, Jr.               President, ConvaTec and President, Bristol-
                                    Myers Squibb Medical Products Group

Charles G. Tharp, Ph.D.             Senior Vice President, Human Resources,
                                    Corporate Staff

Richard L. Thompson                 Vice President, Government Affairs,
                                    Corporate Staff

Joachim H. von Roy                  President, Bristol-Myers Squibb
                                    Pharmaceuticals - Europe

Kenneth E. Weg                      Executive Vice President and Director,
                                    President, Bristol-Myers Squibb
                                    Pharmaceutical Group	

CUSIP No.  771497104                                               Page 15 of 16

                                   SCHEDULE B

                          Shares of Common Stock Owned

                                     None.

                     Transactions in Shares of Common Stock
                            during the Last 60 Days

                                     None.	

CUSIP No.  771497104                                               Page 16 of 16

                                 EXHIBIT INDEX

Exhibit
Number                     Document
- --------                   --------

1                          Convertible  Loan  Agreement,  dated as of August 11,
                           1995,  by  and  between  E.R.  Squibb  &  Sons,  Inc.
                           (through its ConvaTec division) and Rochester Medical
                           Corporation.  (Incorporated  by  reference to Exhibit
                           4.11 to  Rochester  Medical  Corporation's  Quarterly
                           Report on Form 10- QSB for the quarter ended June 30,
                           1995.)

2                          Security  Agreement,  dated as of August 11, 1995, by
                           and between  Rochester  Medical  Corporation and E.R.
                           Squibb & Sons, Inc. (through its ConvaTec  division).
                           (Incorporated   by  reference  to  Exhibit  10.23  to
                           Rochester Medical  Corporation's  Quarterly Report on
                           Form 10-QSB for the quarter ended June 30, 1995.)

3                          Distribution and Co-Development  Agreement,  dated as
                           of August 11,  1995,  by and  between  E.R.  Squibb &
                           Sons,  Inc.  (through  its  ConvaTec   division)  and
                           Rochester  Medical   Corporation.   (Incorporated  by
                           reference  to  Exhibit  10.22  to  Rochester  Medical
                           Corporation's Quarterly Report on Form 10-QSB for the
                           quarter ended June 30, 1995.)