Filed pursuant to Rule 424(b)(3)
Registration No. 333-114107

PROSPECTUS SUPPLEMENT NO. 3

(TO PROSPECTUS DATED JULY 1, 2004)

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$1,200,000,000

Floating Rate Convertible Senior Debentures Due 2023

        This prospectus supplement relates to resales by selling security holders of our Floating Rate Convertible Senior Debentures Due 2023 and our common stock issuable upon conversion of the debentures.

        This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus dated July 1, 2004 and the prospectus supplements dated August 2, 2004 and August 25, 2004.

        INVESTING IN THE DEBENTURES OR THE COMMON STOCK ISSUABLE UPON THEIR CONVERSION INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        The information in the table appearing under the heading "Selling Security Holders" in the prospectus is amended by adding the information below with respect to security holders not previously listed in the prospectus or in any amendments or supplements thereto, and by superceding the information with respect to security holders previously listed in the prospectus or in any amendments or supplements thereto that are listed below:

NAME OF
SELLING
SECURITY
HOLDER(1)
   PRINCIPAL
AMOUNT OF
DEBENTURES
BENEFICIALLY
OWNED AND
OFFERED
HEREBY
   PERCENTAGE
OF
OUTSTANDING
DEBENTURES
BENEFICIALLY
OWNED PRIOR
TO OFFERING
   SHARES OF
COMMON
STOCK
ISSUABLE UPON
CONVERSION
OF THE
DEBENTURES
AND AVAILABLE
FOR RESALE
HEREBY(2)
   SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED PRIOR
TO THE
OFFERING
   PERCENTAGE
OF
OUTSTANDING
COMMON
STOCK
BENEFICIALLY
OWNED PRIOR
TO THE
OFFERING(3)
   PRINCIPAL
AMOUNT OF
DEBENTURES
BENEFICIALLY
OWNED AFTER
COMPLETION
OF THE
OFFERING
   SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AFTER
COMPLETION
OF
THE OFFERING
Canadian Imperial Holdings Inc.   $ 5,000,000   0.42 % 193,799   15,193,799   *   0   15,000,000
Bank Leumi USA   $ 10,000,000   0.83 % 387,597   387,597   *   0   0
*
Less than 1% of total outstanding common stock.

(1)
Information about other selling security holders will be set forth in prospectus supplements, if required. Assumes that any other holders of debentures, or any future transferees, pledgees, donees or successors of or from any other such holders of debentures, do not beneficially own any common stock other than the common stock issuable upon conversion of the debentures at the initial conversion rate.

(2)
Assumes conversion of all of the holder's debentures at a maximum conversion rate of 38.7597 shares per $1,000 principal amount. Fractions of a share are not included for the purposes of this calculation. The debentures were designed so that holders may at any time prior to maturity convert them into shares of our common stock at a conversion rate that will vary until September 15, 2008, depending on the applicable stock price, as described under "Description of the Debentures—Conversion rights" in the prospectus. In addition, the conversion price will also be subject to adjustment as described under "Description of the Debentures—Conversion rate adjustments" in the prospectus. As a result, the amount of common stock issuable upon conversion of the debentures is likely to increase or decrease in the future.

(3)
Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act, using 1,945,132,685 shares of common stock outstanding as of June 25, 2004.

Date of this prospectus is September 29, 2004