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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000811/0000950130-00-004434/0000950130-00-004434.txt : 20000921
<SEC-HEADER>0000950130-00-004434.hdr.sgml : 20000921
ACCESSION NUMBER:		0000950130-00-004434
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000811

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BECTON DICKINSON & CO
		CENTRAL INDEX KEY:			0000010795
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3841
]		IRS NUMBER:				220760120
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			0930
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-04802
			FILM NUMBER:		694660
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		ONE BECTON DR
				CITY:			FRANKLIN LAKES
				STATE:			NJ
				ZIP:			07417-1880
				BUSINESS PHONE:		2018476800
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		ONE BECTON DR
					CITY:			FRANKLIN LAKE
					STATE:			NJ
					ZIP:			07417
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

                                   FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                    June 30, 2000
                                ------------------------------------------------

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                 to
                               -------------------------------    --------------

Commission file number  001-4802
                        --------

                         Becton, Dickinson and Company
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          New Jersey                                     22-0760120
- -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

           1 Becton Drive    Franklin Lakes, New Jersey   07417-1880
           ---------------------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)

                                (201) 847-6800
             ----------------------------------------------------
             (Registrant's telephone number, including area code)


                                      N/A
             ----------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X.  No    .
                                               ---     ---

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

        Class of Common Stock             Shares Outstanding as of July 31, 2000
        ---------------------             --------------------------------------
     Common stock, par value $1.00                       253,223,142
<PAGE>

                         BECTON, DICKINSON AND COMPANY
                                   FORM 10-Q
                  For the quarterly period ended June 30, 2000

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
Part I.   FINANCIAL INFORMATION                                                             Page Number
- -------   ---------------------                                                             -----------
<S>       <C>                                                                               <C>
Item 1.   Financial Statements
            Condensed Consolidated Balance Sheets..........................................       3
            Condensed Consolidated Statements of Income....................................       4
            Condensed Consolidated Statements of Cash Flows................................       5
            Notes to Condensed Consolidated Financial Statements...........................       6
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
          Operations.......................................................................      10

Item 3.   Quantitative and Qualitative Disclosures About Market Risk ......................      13


Part II.  OTHER INFORMATION
- --------  -----------------

Item 1.   Legal Proceedings...............................................................       14
Item 2.   Changes in Securities and Use of Proceeds.......................................       14
Item 3.   Defaults Upon Senior Securities.................................................       14
Item 4.   Submission of Matters to a Vote of Security Holders.............................       15
Item 5.   Other Information...............................................................       15
Item 6.   Exhibits and Reports on Form 8-K................................................       15

Signature ................................................................................       16

Exhibits  ................................................................................       17
</TABLE>

                                       2
<PAGE>

                         ITEM 1. FINANCIAL STATEMENTS
                         BECTON, DICKINSON AND COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             Thousands of Dollars

<TABLE>
<CAPTION>

                                                                               June 30,                        September 30,
Assets                                                                           2000                              1999
- ------                                                                        ----------                       ------------
                                                                              (Unaudited)
<S>                                                                          <C>                              <C>
 Current Assets:
    Cash and equivalents                                                      $   76,940                        $   59,932
    Short-term investments                                                         6,225                             4,660
    Trade receivables, net                                                       753,227                           812,544
    Inventories:
       Materials                                                                 170,064                           160,332
       Work in process                                                           112,441                            94,627
       Finished products                                                         424,060                           387,574
                                                                              ----------                        ----------
                                                                                 706,565                           642,533
    Prepaid expenses, deferred taxes and other                                   165,069                           164,056
                                                                              ----------                        ----------
       Total Current Assets                                                    1,708,026                         1,683,725

 Property, plant and equipment                                                 3,124,479                         2,932,804
   Less allowances for depreciation and amortization                           1,585,595                         1,501,655
                                                                              ----------                        ----------
                                                                               1,538,884                         1,431,149

 Goodwill, Net                                                                   491,881                           526,942
 Core and Developed Technology, Net                                              313,611                           329,460
 Other Intangibles, Net                                                          174,026                           178,285

 Other                                                                           334,379                           287,397
                                                                              ----------                        ----------
        Total Assets                                                          $4,560,807                        $4,436,958
                                                                              ==========                        ==========
Liabilities and Shareholders' Equity
- ------------------------------------

 Current Liabilities:
    Short-term debt                                                           $  701,242                        $  631,254
    Payables and accrued expenses                                                739,176                           698,068
                                                                              ----------                        ----------
       Total Current Liabilities                                               1,440,418                         1,329,322

 Long-Term Debt                                                                  787,780                           954,169

 Long-Term Employee Benefit Obligations                                          330,189                           344,068

 Deferred Income Taxes and Other                                                  47,055                            40,711

 Commitments and Contingencies                                                         -                                 -

 Shareholders' Equity:
    Preferred stock                                                               44,394                            46,717
    Common stock                                                                 332,662                           332,662
    Capital in excess of par value                                                72,998                            44,626
    Retained earnings                                                          2,775,887                         2,539,020
    Unearned ESOP compensation                                                   (21,177)                          (20,310)
    Deferred compensation                                                          6,559                             5,949
    Shares in treasury - at cost                                                (982,700)                         (997,333)
    Accumulated other comprehensive income                                      (273,258)                         (182,643)
                                                                              ----------                        ----------
       Total Shareholders' Equity                                              1,955,365                         1,768,688
                                                                              ----------                        ----------
       Total Liabilities and Shareholders' Equity                             $4,560,807                        $4,436,958
                                                                              ==========                        ==========
</TABLE>

See notes to condensed consolidated financial statements

                                       3
<PAGE>

                         BECTON, DICKINSON AND COMPANY
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  Thousands of Dollars, Except Per-share Data
                                  (Unaudited)
<TABLE>
<CAPTION>
                                              Three Months Ended                      Nine Months Ended
                                                   June 30,                                June 30,
                                        -----------------------------         ---------------------------------
                                           2000               1999                 2000                1999
                                        ----------       -------------         ------------        ------------
<S>                                    <C>                <C>                  <C>                <C>
Revenues                                $  914,140       $     873,002          $  2,698,436       $  2,515,932

Cost of products sold                      453,838             461,323             1,377,776          1,276,293
Selling and administrative                 248,773             231,924               726,674            688,044
Research and development                    60,202              50,694               171,120            167,255
Special charges                                  -              75,553                     -             75,553
                                         ---------         -----------            ----------        -----------
Total Operating Costs and Expenses         762,813             819,494             2,275,570          2,207,145
                                         ---------         -----------            ----------        -----------

Operating Income                           151,327              53,508               422,866            308,787

Interest expense, net                      (17,564)            (16,877)              (60,320)           (53,506)
Gains on sales of investments, net          31,766                   -                64,925                  -
Other (expense) income, net                 (4,021)             (1,267)                  893              1,218
                                         ---------         -----------            ----------        -----------

Income Before Income Taxes                 161,508              35,364               428,364            256,499

Income tax provision                        47,090               2,240               119,481             57,103
                                         ---------         -----------            ----------        -----------

Net Income                               $ 114,418         $    33,124            $  308,883        $   199,396
                                         =========         ===========            ==========        ===========


Earnings Per Share:

     Basic                               $     .45         $       .13            $     1.22        $       .79
                                         =========         ===========            ==========        ===========

     Diluted                             $     .43         $       .12            $     1.17        $       .75
                                         =========         ===========            ==========        ===========

Dividends Per Common Share               $   .0925         $      .085            $    .2775        $      .255
                                         =========         ===========            ==========        ===========
</TABLE>

           See notes to condensed consolidated financial statements

                                       4
<PAGE>

                         BECTON, DICKINSON AND COMPANY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             Thousands of Dollars
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                                 June 30,
                                                                        ------------------------
                                                                           2000           1999
                                                                        ---------       ---------
<S>                                                                     <C>             <C>
 Operating Activities
- ---------------------

   Net income                                                           $ 308,883       $ 199,396
   Adjustments to net income to derive net cash
     provided by operating activities:
       Depreciation and amortization                                      214,755         191,250
       Gains on sales of investments, net                                 (64,925)              -
       Non-cash special charges                                                 -          54,326
       In-process research and development
            from business combinations                                          -          16,800
       Change in working capital                                          (17,034)       (185,815)
       Other, net                                                          (2,550)         30,277
                                                                        ---------       ---------
       Net Cash Provided by Operating Activities                          439,129         306,234
                                                                        ---------       ---------

 Investing Activities
- ---------------------

   Capital expenditures                                                  (271,296)       (212,098)
   Acquisitions of businesses, net of cash acquired                       (21,047)       (153,247)
   Sales (purchases) of investments, net                                   81,349         (19,762)
   Capitalized software                                                   (41,698)        (47,661)
   Other, net                                                             (33,130)        (39,018)
                                                                        ---------       ---------
       Net Cash Used for Investing Activities                            (285,822)       (471,786)
                                                                        ---------       ---------

 Financing Activities
- ---------------------

   Change in short-term debt                                              (34,387)        306,302
   Proceeds of long-term debt                                                 979             185
   Payments of long-term debt                                             (60,600)       (109,610)
   Issuance of common stock from treasury                                  31,836          25,149
   Dividends paid                                                         (72,093)        (66,029)
                                                                        ---------       ---------
       Net Cash (Used for) Provided by Financing Activities              (134,265)        155,997
                                                                        ---------       ---------

 Effect of exchange rate changes on cash and equivalents                   (2,034)         (6,712)
                                                                        ---------       ---------
       Net increase (decrease) in cash and equivalents                     17,008         (16,267)

 Opening Cash and Equivalents                                              59,932          83,251
                                                                        ---------       ---------
 Closing Cash and Equivalents                                           $  76,940       $  66,984
                                                                        =========       =========

</TABLE>

See notes to condensed consolidated financial statements

                                       5
<PAGE>

                         BECTON, DICKINSON AND COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
          Dollar and Share Amounts in Thousands, Except Per-share Data
                                 June 30, 2000


Note 1 - Basis of Presentation
- ------------------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, in the opinion of
the management of the Company, include all adjustments which are of a normal
recurring nature, necessary for a fair presentation of financial position and
the results of operations and cash flows for the periods presented.  However,
the financial statements do not include all information and footnotes required
for a presentation in accordance with generally accepted accounting principles.
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and the notes thereto included or
incorporated by reference in the Company's 1999 Annual Report on Form 10-K.  The
results of operations for the interim periods are not necessarily indicative of
the results of operations to be expected for the full year.  Prior year
information has been reclassified to conform to current year presentation.


Note 2 - Inventory Valuation
- ----------------------------

An actual valuation of inventory under the LIFO method will be made only at the
end of each fiscal year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations are based on management's estimates of
expected year-end inventory levels and costs.


Note 3 - Comprehensive Income
- -----------------------------

Comprehensive income for the Company is comprised of the following:

<TABLE>
<CAPTION>
                                             Three Months Ended                        Nine Months Ended
                                                  June 30,                                  June 30,
                                   -----------------------------------     ---------------------------------------
                                         2000                1999                  2000                  1999
                                   ---------------     ---------------     -----------------      ----------------
<S>                                <C>                 <C>                <C>                     <C>
Net income                           $    114,418        $     33,124        $      308,883         $     199,396
Other Comprehensive Income,
Net of Tax
     Foreign currency translation
          adjustments                     (24,181)            (44,039)             (101,899)             (123,706)
     Unrealized (loss) gain on
          investments, net of
          amounts realized                   (281)                 65                11,284                (4,186)
                                   --------------      --------------      ----------------       ---------------

Comprehensive Income                 $     89,956        $     (10,850)      $      218,268         $      71,504
                                   ===============     ===============     ================       ===============
</TABLE>

                                       6
<PAGE>

During the second quarter of fiscal 2000, the Company sold an investment for a
net gain of approximately $33,000 before taxes.  The amount of unrealized gains
or losses on investments in comprehensive income has been adjusted to reflect
the realized gains included in net income for investments sold during the year.
See Note 10 for discussion of investments sold during the current year.


Note 4 - Earnings per Share
- ---------------------------

The following table sets forth the computations of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
                                            Three Months Ended                      Nine Months Ended
                                                 June 30,                                June 30,
                                  -----------------------------------     -----------------------------------
                                       2000                1999                2000                1999
                                  ---------------     ---------------     ---------------     ---------------
<S>                               <C>                 <C>                 <C>                 <C>
Net income                           $    114,418        $     33,124        $    308,883        $    199,396
Preferred stock dividends                    (725)               (780)             (2,203)             (2,355)
                                  ---------------     ---------------     ---------------     ---------------
Income available to
   common shareholders (A)                113,693              32,344             306,680             197,041

Preferred stock dividends - using
   "if converted" method                      725                 780               2,203               2,355
Additional ESOP contribution -
   using "if converted" method               (165)               (201)               (512)               (610)
                                  ---------------     ---------------     ---------------     ---------------
Income available to common
   shareholders after assumed
   conversions (B)                   $    114,253        $     32,923        $    308,371        $    198,786
                                  ===============     ===============     ===============     ===============

Average common shares
   outstanding (C)                        252,904             250,075             252,093             249,213
Dilutive stock equivalents from
   stock plans                              5,939               9,818               6,283              10,943
Shares issuable upon conversion
   of preferred stock                       4,816               5,179               4,816               5,179
                                  ---------------     ---------------     ---------------     ---------------
Average common and common
   equivalent shares outstanding -
   assuming dilution (D)                  263,659             265,072             263,192             265,335
                                  ===============     ===============     ===============     ===============

Basic earnings per share (A/C)       $        .45        $        .13        $       1.22        $        .79
                                  ===============     ===============     ===============     ===============
Diluted earnings per share (B/D)     $        .43        $        .12        $       1.17        $        .75
                                  ===============     ===============     ===============     ===============
</TABLE>


Note 5 - Contingencies
- ----------------------

The Company is involved, both as a plaintiff and a defendant, in various legal
proceedings which arise in the ordinary course of business, including product
liability and environmental matters.  In the opinion of the Company, the results
of these matters, individually and in the aggregate, are not expected to have a
material impact on its results of operations, financial condition or cash flows.

                                       7
<PAGE>

Note 6 - Segment Data
- ---------------------

The Company's organizational structure is based upon its three principal
business segments: BD Medical Systems, BD Biosciences, and BD Preanalytical
Solutions.  The Company evaluates performance based upon operating income.
Segment operating income represents revenues reduced by product costs and
operating expenses.

Financial information for the Company's segments is as follows:


<TABLE>
<CAPTION>
                                          Three Months Ended                          Nine Months Ended
                                               June 30,                                    June 30,
                              --------------------------------------    ---------------------------------------
                                     2000                 1999                 2000                 1999
                              -----------------    -----------------    -----------------    ------------------
<S>                           <C>                  <C>                  <C>                  <C>
Revenues
- --------
  Medical Systems               $       512,182      $       495,135      $     1,464,117      $     1,404,078
  Biosciences                           269,340              245,262              830,073              730,866
  Preanalytical Solutions               132,618              132,605              404,246              380,988
                              -----------------    -----------------    -----------------    -----------------
  Total Revenues (A)            $       914,140      $       873,002      $     2,698,436      $     2,515,932
                              =================    =================    =================    =================
Segment Operating Income
- ------------------------
  Medical Systems               $       116,174      $        30,508      $       306,362      $       211,839
  Biosciences                            26,118               21,395               98,192               79,342
  Preanalytical Solutions                32,074               30,923               94,061               91,143
                              -----------------    -----------------    -----------------    -----------------
  Total Segment Operating
   Income                               174,366               82,826              498,615              382,324

  Unallocated Items (B)                 (12,858)             (47,462)             (70,251)            (125,825)
                              -----------------    -----------------     ----------------     ----------------
Income Before
Income Taxes                    $       161,508      $        35,364       $      428,364      $       256,499
                              =================    =================     ================     ================
</TABLE>

(A)  Intersegment revenues are not material.
(B)  Includes interest, net, foreign exchange, corporate expenses, and gains on
     sales of investments.


Note 7 - Special Charges
- ------------------------

The Company recorded special charges in fiscal 1999 and 1998 associated with two
restructuring programs, primarily designed to improve the Company's cost
structure, refocus certain businesses, and write down impaired assets.  A
summary of the special charge accrual activity during the first nine months of
fiscal 2000 follows:

<TABLE>
<CAPTION>
                                      Severance             Restructuring               Other
                               --------------------     -------------------     ------------------
<S>                              <C>                      <C>                     <C>
Accrual Balances at
    September 30, 1999                    $ 13,100                 $ 9,250                $ 6,100
Payments                                    (4,200)                 (5,900)                (3,500)
                               --------------------     -------------------     ------------------
Accrual Balances at
     June 30, 2000                        $  8,900                 $ 3,350                $ 2,600
                               ====================     ===================     ==================
</TABLE>

                                       8
<PAGE>

The 1998 restructuring plan included charges associated with the restructuring
of certain manufacturing operations.  As of June 30, 2000, a total of
approximately 100 positions have been eliminated, and the Company expects that
an additional 150 people will be affected by this plan, upon the closure of a
U.S. surgical blade plant scheduled for the first half of fiscal year 2002.  The
remaining 1998 restructuring accruals related to this closure consist primarily
of severance.


Note 8 - Acquisition Reserves
- -----------------------------

During fiscal year 1997, the Company acquired Difco Laboratories Incorporated
("Difco").  The assumed liabilities for the Difco acquisition included
approximately $17,500 for severance and other exit costs associated with the
closing of certain Difco facilities.  As of June 30, 2000, approximately $2,000
of these reserves remained.  The Company does not expect any significant reserve
balance to remain at year-end.


Note 9 - Product Recall
- -----------------------

On February 23, 2000, the Company announced that it was voluntarily recalling
certain manufacturing lots of the BD Insyte(R) AutoGuard(TM) shielded IV
catheter after receiving reports of localized skin irritation following product
use.  Accordingly, the Company recorded recall costs of approximately $13,000 in
the second quarter, which consisted primarily of costs associated with product
returns, disposal of the affected product, and other direct recall costs.  These
recall costs were reported in cost of products sold.  The Company has since
adjusted its Insyte AutoGuard manufacturing process to address the situation,
and shipments of this product resumed at the beginning of the third quarter.


Note 10 - Gains on Sales of Investments, Net
- --------------------------------------------

During the first nine months of fiscal 2000, the Company recorded approximately
$65,000 of net gains on sales of investments, which primarily consisted of two
significant transactions.

During the second quarter, the Company sold an investment for a net gain of
approximately $33,000 before taxes.  The proceeds from these sales were
approximately $38,000.  The cost of this investment was determined based upon
the specific identification method.

During the third quarter, the Company received 480,000 shares of common stock in
a publicly traded company (parent) in exchange for its shares in a majority-
owned subsidiary of the parent company.  The total value of the stock received
by the Company was approximately $51,000.  Based upon the fair value of the
parent common stock at the date of the exchange and the cost basis of subsidiary
stock, the Company recorded a gain upon the exchange of the shares.  The Company
also entered into forward sale contracts to hedge the proceeds from the
anticipated sale of the parent common stock.  During the third quarter, the
Company sold the parent common stock and settled the forward sale contracts.  As
a result of these transactions, the Company recorded a net gain of approximately
$29,000 before taxes.

                                       9
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------

Results of Operations
- ---------------------

Third quarter revenues exceeded prior year revenues by 5%.  Revenues for the
nine months increased $183 million or 7% from last year.  Recent acquisitions
and sales of safety-engineered products contributed to revenue growth for the
quarter and nine months.  Revenue growth was unfavorably affected by the
strengthened dollar against the Euro as compared to the prior year.  The impact
of foreign currency translation reduced revenues by an estimated $24 million and
$53 million for the three and nine month periods, respectively. International
revenues grew approximately 2% for the quarter, or 8% after excluding the
unfavorable impact of foreign currency translation.

<TABLE>
<CAPTION>
                                  Three Months Ended June 30,                Nine Months Ended June 30,
Segment Revenues         -------------------------------------------------------------------------------------
   (Dollars in millions)           2000          1999    % Change             2000           1999    % Change
==============================================================================================================
<S>                     <C>                     <C>     <C>                  <C>            <C>      <C>
Medical Systems
- ---------------
    United States               $   249       $   238         5            $   688       $    657         5
    International                   263           257         2                776            747         4
- --------------------------------------------------------------------------------------------------------------
Total                           $   512       $   495         3            $ 1,464       $  1,404         4
==============================================================================================================

Biosciences
- -----------
    United States               $   159       $   136        17            $   481       $    402        20
    International                   110           109         1                349            329         6
- --------------------------------------------------------------------------------------------------------------
Total                           $   269       $   245        10            $   830       $    731        14
==============================================================================================================

Preanalytical Solutions
- -----------------------
    United States               $    73       $    76        (4)           $   220       $    208         6
    International                    60            57         5                184            173         6
- --------------------------------------------------------------------------------------------------------------
Total                           $   133       $   133         -            $   404       $    381         6
==============================================================================================================

Total Revenues
- --------------
    United States               $   481       $   450         7            $ 1,389       $  1,267        10
    International                   433           423         2              1,309          1,249         5
- --------------------------------------------------------------------------------------------------------------
Total                           $   914       $   873         5            $ 2,698       $  2,516         7
==============================================================================================================
</TABLE>

BD Medical Systems ("Medical") revenues increased 3% for the quarter, or 7%
after excluding the estimated unfavorable impact of foreign currency
translation.  The Medical segment results reflected favorable sales growth from
safety-engineered products.  BD Biosciences ("Biosciences") revenues, which
increased 10% for the quarter, or 12% after excluding the estimated unfavorable
impact of foreign currency translation, reflected strong growth in flow
cytometry and tissue culture products.  While the number of placements is on
plan for our new BDProbeTec ET system, which permits laboratories to perform
advanced clinical molecular diagnostics, the selling cycle has been longer than
expected resulting in lower than expected product revenues.  Recent
acquisitions, primarily in the United States, also added about $18 million to
Biosciences revenues and about $6 million to Medical revenues for quarter. BD
Preanalytical ("Preanalytical") revenues, which were about the same as a last
year, increased 3% for the quarter after excluding the estimated unfavorable
impact of foreign currency translation.  Preanalytical segment revenues were
adversely affected by a shift in the inventory levels of a key U.S. distributor

                                       10
<PAGE>

in the third quarter.  End-user demand for Preanalytical products remains
strong, led by sales of safety-engineered devices.

The prior year's third quarter segment operating income was affected by the
special and other charges, which are more fully discussed below.  Excluding
these charges in the prior year's quarter, Medical segment operating income was
unchanged.  We are experiencing slightly lower gross profit margins on our newer
safety-engineered devices until production scale is achieved and costs are
reduced.  Biosciences segment operating income for the quarter decreased 7%,
excluding last year's charges, primarily due to a $5 million in-process research
and development charge discussed below.  Amortization associated with 1999
acquisitions for this segment also affected the growth rate.   Excluding the
special charges in the prior year's quarter, Preanalytical segment operating
income decreased 9% primarily due to the unfavorable impact of foreign currency
translation.   (See Note 6 in "Notes to Condensed Consolidated Financial
Statements" for additional segment income information.)

In the second quarter, we recorded recall costs of approximately $13 million, as
more fully described in Note 9 in "Notes to Condensed Consolidated Financial
Statements."   These recall costs were reported in cost of products sold.  We
believe third quarter revenues were unaffected by this recall as we made
adjustments to the product's manufacturing process and shipments of this product
resumed at the beginning of the third quarter.

Reported gross profit margin was 50.4% for the quarter and 48.9% for the nine
months ended June 30, 2000.  Excluding the product recall costs recorded in the
second quarter, gross profit margin would have been 49.4% for the nine months.
The prior year's gross profit margin would have been 50.2% and 50.3% for the
quarter and nine months, respectively, after excluding the effect of the charges
associated with exited product lines discussed below. The decline in gross
profit margin for the nine months reflects a less profitable mix of products
sold and higher costs associated with the scale up of production of safety-
engineered products.

Selling and administrative expense was 27.2% of revenues for the quarter and
26.9% for the nine months compared with the prior year's ratios of 26.6% and
27.3%, respectively. The increase in this ratio in the current quarter reflects
slightly lower than expected revenues.  The overall improvement in the ratio for
the nine months reflects savings achieved through spending controls and
productivity improvements.

Investment in research and development was 6.6% of revenues for the current
quarter, compared with 5.8% a year ago.  The current quarter's expenditures
included a $5 million charge for purchased in-process research and development
in connection with an agreement with a third party.  This charge represented the
fair value of certain acquired research and development projects in the area of
cancer diagnostics which were determined not to have reached technological
feasibility and which do not have alternative future uses.  Research and
development expense in the first nine months of 1999 also included in-process
research and development charges of $17 million in connection with the
acquisition of two businesses.  Excluding these charges in both years, research
and development would have been 6.2% and 6.0 % of revenues for the first nine
months of fiscal 2000 and 1999, respectively.

During the third quarter of fiscal year 1999, we recorded special charges of $76
million associated with the exiting of product lines and other activities, the
impairment of assets, and an enhanced voluntary retirement incentive program, as
more fully described in our 1999 Annual Report on Form 10-K.  We also

                                       11
<PAGE>

recorded charges of $27 million in cost of products sold to reflect the write-
off of inventories and to provide appropriate reserves for expected future
returns related to the exited product lines.

Operating margin was 16.6% and 15.7% for the quarter and nine months,
respectively.  Excluding in-process research and development in the current
quarter and special and other charges in the prior year's quarter, third quarter
operating margins would have been 17.1% and 17.9% in 2000 and 1999,
respectively.   Excluding the aforementioned charges as well as product recall
charges in the current year and in-process research and development charges in
the prior year, operating margins would have been 16.3% and 17.0% for the first
nine months of fiscal 2000 and 1999, respectively. This decline primarily
reflects the decrease in gross profit margin discussed earlier.

We recorded net gains on the sales of investments of $32 million and $65 million
for the three and nine month periods, respectively, as is described more fully
in Note 10 in the "Notes to Condensed Consolidated Financial Statements."

Net interest expense was $7 million higher for the nine months compared with the
prior year, due to additional borrowings to fund an acquisition completed in the
fourth quarter of fiscal 1999.  Other expense, net was $3 million higher for the
quarter compared with the prior year, primarily due to the write-down in the
current quarter of an asset held for sale.

The income tax rate was 29.2% for the quarter and 27.9% for the nine months and
reflected the higher rate on the gains on sales of investments.  Excluding the
investment gains, the in-process research and development charge, and the asset
write-down in the current quarter as well as the special and other charges in
the prior year, the third quarter rate would have been 26% for both years.

Net income for the current quarter was $114 million and diluted earnings per
share were $.43.  Excluding the one-time items in both years discussed above,
third quarter earnings per share would have been $.40 and $.38 in 2000 and 1999,
respectively.  The unfavorable effect of foreign currency translation reduced
third quarter earnings per share by an estimated $.03.

Financial Condition
- -------------------

During the first nine months of 2000, cash provided by operating activities was
$439 million compared with $306 million during the first nine months of last
year.  This increase reflects lower trade receivable balances compared with the
prior year's third quarter. Capital expenditures during the first nine months
were $271 million compared with last year's amount of $212 million.  We expect
capital spending for fiscal 2000 to be about $400 million, reflecting increased
investment in additional manufacturing capacity for safety-engineered products.

Trade receivables of $753 million decreased $59 million from fiscal year-end
levels primarily from increased collection activity.  Inventory levels increased
$64 million since fiscal year-end reflecting the building of inventory needed
for the acceleration of revenues in the fourth quarter consistent with
historical trends.

As of June 30, 2000, total debt of $1.5 billion represented 43.1% of total
capital (shareholders' equity, net non-current deferred income tax liabilities,
and debt), down from 44.4% a year ago.  As our long-term debt rating is A2 by
Moody's and A+ by Standard & Poor's,

                                       12
<PAGE>

we believe we have the capacity to arrange additional borrowings as would be
needed in the ordinary course of business.

Adoption of New Accounting Standards
- ------------------------------------

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities".  This Statement requires that all
derivatives be recorded in the balance sheet as either an asset or liability
measured at fair value and that changes in fair value be recognized currently in
earnings unless specific hedge accounting criteria are met.  In June 1999, the
FASB issued SFAS No. 137, which deferred the effective date of SFAS No. 133.  As
a result, we will be adopting the provisions of this Statement in our first
quarter of fiscal 2001.  We have determined that the adoption of this Statement
will not have a material effect on our earnings and financial position based on
the derivatives owned by us at June 30, 2000.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements".  This SAB provides the SEC's views in applying generally accepted
accounting principles to selected revenue recognition issues.  We are required
to adopt the provisions of this SAB no later than our fourth quarter of fiscal
2001.  The SEC is expected to issue additional guidance on this SAB during
August 2000 and we will evaluate the future impact on our consolidated financial
statements at that time.


Forward-Looking Statements
- --------------------------

This interim report on Form 10-Q may contain certain forward looking statements
(as defined under Federal securities laws) regarding the performance for Becton,
Dickinson and Company ("BD"), including future revenues, products and income,
which are based upon current expectations of BD and involve a number of business
risks and uncertainties.  Actual results could vary materially from anticipated
results described in any forward-looking statement.  Factors that could cause
actual results to vary materially include, but are not limited to, competitive
factors, changes in regional, national or foreign economic conditions, changes
in interest or foreign currency exchange rates, delays in product introductions,
litigation, and changes in health care or other governmental regulation, as well
as other factors discussed herein and in BD's other filings with the Securities
and Exchange Commission.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
         -----------------------------------------------------------

         There have been no material changes in information reported since the
         fiscal year ended September 30, 1999.

                                       13
<PAGE>

                          PART II - OTHER INFORMATION
                          ---------------------------

Item 1. Legal Proceedings.
        -----------------

        We are involved, both as a plaintiff and a defendant, in various legal
        proceedings which arise in the ordinary course of business, including
        product liability and environmental matters.

        Latex Cases
        -----------

        As described more fully in our 1999 Annual Report on Form 10-K, we,
        along with a number of other manufacturers, have been named as a
        defendant in approximately 375 product liability lawsuits related to
        natural rubber latex that have been filed in various state and Federal
        courts.  Cases pending in Federal court are being coordinated under the
        matter In re Latex Gloves Products Liability Litigation (MDL Docket No.
        1148) in Philadelphia, and analogous procedures have been implemented in
        the state courts of California, Pennsylvania and New Jersey.  We are
        vigorously defending these lawsuits.

        Needle-Stick Cases
        ------------------

        Also as discussed in our 1999 Annual Report on Form 10-K, we have been
        named as a defendant in eleven product liability lawsuits relating to
        health care workers who allegedly sustained accidental needle sticks,
        but have not become infected with any disease.  Another manufacturer and
        several medical product distributors also have been named as defendants
        in most of these cases.  The cases have been filed on behalf of an
        unspecified number of health care workers in eleven different states
        seeking class action certification under the laws of these states.

        Generally, these actions allege that health care workers have sustained
        needle sticks using hollow-bore needle devices manufactured by us and,
        as a result, require medical testing, counseling and/or treatment.

        In the matter of Benner v. Becton, Dickinson and Company, et al., (No.
        99 Civ. 4785, United States District Court, Southern District of New
        York), an amended complaint has been filed in the third quarter naming
        both additional plaintiffs and additional defendants. We continue to
        vigorously defend this matter.

        Summary
        -------
        In our opinion, the outcome of the above matters, individually and in
        the aggregate, are not expected to have a material effect on our results
        of operations, financial condition or cash flows.

Item 2.  Changes in Securities and Use of Proceeds.
         ------------------------------------------

         Not applicable.

Item 3.  Defaults Upon Senior Securities.
         --------------------------------

         Not applicable.

                                       14
<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

         Not applicable.

Item 5.  Other Information.
         ------------------

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.
         ---------------------------------

         a) Exhibits


            3(b)          -  By-Laws, as amended and restated as of July 25,
                             2000.

            10(d)         -  Amendment dated as of April 24, 2000 to the Stock
                             Award Plan dated February 11, 1992, as amended and
                             restated.

            10(f)         -  Amendment dated as of April 24, 2000 to the 1982
                             Non-Qualified Stock Option Plan dated February 8,
                             1994, as amended and restated.

            10(g)(i)      -  Amendment dated as of April 24, 2000 to the Salary
                             and Bonus Deferral Plan, dated August 15, 1996, as
                             amended and restated.

            10(g)(ii)     -  Amendment dated as of April 24, 2000 to the
                             Directors' Deferral Plan, dated November 1, 1996.

            10(h)         -  Amendment dated as of April 24, 2000 to the 1990
                             Stock Option Plan dated February 8, 1994, as
                             amended and restated.

            10(k)         -  Amendments dated as of April 24, 2000 to the 1995
                             Stock Option Plan dated January 27, 1998, as
                             amended and restated.

            10(l)         -  Amendments dated as of April 24, 2000 to the 1998
                             Stock Option Plan.

            10(o)         -  Amendments dated April 24, 2000 to the Non-Employee
                             Directors 2000 Stock Option Plan.

            27            -  Financial Data Schedule.

         b)  Reports on Form 8-K

             During the three-month period ended June 30, 2000, we filed one
             Current Report on Form 8-K. In a report dated April 21, 2000, we
             announced our results for the quarter ended March 31, 2000 and
             filed our By-Laws as amended and restated as of March 28, 2000.

                                       15
<PAGE>

                                   SIGNATURE


    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          Becton, Dickinson and Company
                                          -----------------------------
                                                  (Registrant)

Date      August 11, 2000
         -----------------



                                                  /s/ John R. Considine
                                        -----------------------------------
                                                  John R. Considine
                                              Executive Vice President and
                                                 Chief Financial Officer
                                              (Principal Financial Officer)


                                                  /s/ Richard M. Hyne
                                        -----------------------------------
                                                   Richard M. Hyne
                                            Vice President and Controller
                                              (Chief Accounting Officer)


                                       16
<PAGE>

                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>
Exhibit
Number       Description                                 Method of Filing
- -------------------------------------------------------------------------------
<S>          <C>                                         <C>

3(b)         By-Laws, as amended and restated            Filed with this report
             as of July 25, 2000.

10(d)        Amendment dated as of April 24, 2000 to     Filed with this report
             the Stock Award Plan dated February 11,
             1992, as amended and restated.

10(f)        Amendment dated as of April 24, 2000 to     Filed with this report
             the 1982 Non-Qualified Stock Option Plan
             dated February 8, 1994, as amended
             and restated.

10(g)(i)     Amendment dated as of April 24, 2000 to     Filed with this report
             the Salary and Bonus Deferral Plan, dated
             August 15, 1996, as amended and restated.

10(g)(ii)    Amendment dated as of April 24, 2000 to     Filed with this report
             the Directors' Deferral Plan, dated
             November 1, 1996.

10(h)        Amendment dated as of April 24, 2000 to     Filed with this report
             the 1990 Stock Option Plan dated
             February 8, 1994, as amended and restated.

10(k)        Amendments dated as of April 24, 2000 to    Filed with this report
             the 1995 Stock Option Plan dated
             January 27, 1998, as amended and restated.

10(l)        Amendments dated as of April 24, 2000 to    Filed with this report
             the 1998 Stock Option Plan.

10(o)        Amendments dated April 24, 2000 to the      Filed with this report
             Non-Employee Directors 2000 Stock
             Option Plan.

27           Financial Data Schedule                     Filed with this report

</TABLE>

                                       17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.B
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>BY-LAWS OF BECTON, DICKINSON & COMPANY
<TEXT>

<PAGE>
                                                                    Exhibit 3(b)

                                    BY-LAWS

                                      of

                         BECTON, DICKINSON AND COMPANY
                           A New Jersey Corporation
                     as Amended and Restated July 25, 2000

                                   ARTICLE I
                                    Offices
                                    -------

     The registered office of Becton, Dickinson and Company ("Company") shall be
in the Borough of Paramus, County of Bergen, State of New Jersey or such other
place within or without the State of New Jersey as the Board of Directors may
designate.  The Company may also establish and have such other offices within or
without the State of New Jersey, as the Board of Directors may designate or its
business may require.

                                  ARTICLE II
                           Meetings of Shareholders
                           ------------------------

     SECTION 1.    PLACE OF MEETINGS.  Meetings of the shareholders shall be
held at the registered office of the Company in New Jersey, or at such other
place, within or without the State of New Jersey, as may be designated by the
Board of Directors and stated in the notice of the meeting.

     SECTION 2.  A.  ANNUAL MEETINGS.  The annual meeting of shareholders for
the election of directors and the transaction of such other business as may be
related to the purposes set forth in the notice of the meeting shall be held at
such time as may be fixed by the Board of Directors.

     B.    SPECIAL MEETING FOR ELECTION OF DIRECTORS.  If the annual meeting of
shareholders is not held on the date designated, the Board of Directors may call
a special meeting of the shareholders for the election of directors and the
transaction of other business.

     C.    SPECIAL MEETINGS.  Special meetings of the shareholders may be called
by the Board of Directors or by the Chairman of the Board or by the President,
and shall be called by the Chairman of the Board or by the President upon
written request of a majority of the Directors then in office, which request
shall state the time, place and purpose of the meeting.

     D.    ADVANCE NOTICE OF NOMINATIONS AND BUSINESS TO BE TRANSACTED AT ANNUAL
MEETINGS OF SHAREHOLDERS.  No business may be transacted at an annual meeting of
shareholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any shareholder of the Company (i) who is a
shareholder of record on the date of the giving of the notice provided for in
this Section 2.D. and on the
<PAGE>

record date for the determination of shareholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section 2.D.

     In addition to any other applicable requirements, for nominations of
persons for election to the Board of Directors or for other business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Company.

     To be timely, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Company not
less than 90 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided however, that in
                                                      -------- -------
the event that the annual meeting is called for on a date that is not within 30
days before or after such anniversary date, notice by the shareholder in order
to be timely must be so received not earlier than the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the tenth day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs.
In no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of shareholder's notice as described
above.

     Notwithstanding anything in the first sentence of the preceding paragraph
to the contrary, in the event that the number of directors to be elected to the
Board of Directors is increased and there is no notice or public disclosure by
the Company naming all of the nominees for director or specifying the size of
the increased Board of Directors at least 70 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's notice required by this
Section 2.D. shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Company not later than the
close of business on the tenth day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure of the date of
the annual meeting was made.

     To be in proper written form, a shareholder's notice to the Secretary must
set forth (a) as to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
and Rule 14a-11 thereunder (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected), (b) as to each matter such shareholder proposes to bring before the
annual meeting, a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (c) the name and record address of such shareholder, (d) the class or
series and number of shares of capital stock of the Company that are owned
beneficially or of record by such shareholder, (e) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with

                                      -2-
<PAGE>

such nomination or proposal of such business by such shareholder and any
material interest of such shareholder in such business and (f) a representation
that such shareholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.

     No business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 2.D; provided, however, that, once business has been
                           --------  -------
properly brought before the annual meeting in accordance with such procedures,
nothing in Section 2.D. shall be deemed to preclude discussion by any
shareholder of any such business.  If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

     SECTION 3.    QUORUM.  The presence, in person or by proxy, of the holders
of shares representing a majority of the votes entitled to be cast at a meeting
shall constitute a quorum. The shareholders present in person or by proxy at a
duly organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a quorum not be present or represented at any meeting, the Chairman
of the meeting or a majority of the shareholders present in person, or by proxy,
shall have power to adjourn the meeting without notice until the required voting
shares shall be represented. At such adjourned meeting with the requisite amount
of voting shares represented, any business may be transacted which might have
been transacted at the meeting as originally notified.

     SECTION 4.    NOTICE OF MEETINGS.  A written notice of each annual or
special meeting of the shareholders of the Company, signed by the Chairman of
the Board or the President or the Secretary, which shall state the time, place
and purpose of such meeting, shall be delivered personally or mailed, not less
than 10 days nor more than 60 days before the date of any such meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, the notice
shall be directed to the shareholder at his address as it appears on the records
of the stock transfer agent. Any shareholder, in person or by proxy, may at any
time by a duly signed statement in writing to that effect, waive any statutory
or other notice of any meeting, whether such statement be signed before or after
such meeting.

     SECTION 5.    VOTING.  At all meetings of the shareholders, each holder of
common stock having the right to vote, and present at the meeting in person or
by proxy, shall be entitled to one vote for each full share of common stock of
the Company entitled to vote and registered in his name.  Each holder of
preferred stock of any series shall have such voting powers, if any, as the
Board of Directors shall have fixed by resolution prior to the issuance of any
shares of such series.  Whenever any action is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes cast at a
meeting of the shareholders by the holders of shares entitled to vote, unless a
greater plurality is required by law or the Certificate of Incorporation.

                                      -3-
<PAGE>

     SECTION 6.    PROXIES.  Any shareholder of record entitled to vote may be
represented at any annual or special meeting of the shareholders by a duly
appointed proxy.  All proxies shall be written and properly signed, but shall
require no other attestation, and shall be filed with the Secretary of the
meeting before being voted.

     SECTION 7.     ORGANIZATION. The Chairman of the Board, or in the absence
of the Chairman of the Board, the Vice Chairman or the President, shall act as
chairman of the meeting at all meetings of the shareholders. The Secretary, or
in his absence one of the Assistant Secretaries, shall act as secretary of the
meeting. In case none of the officers above designated to act as Chairman or
Secretary of the meeting shall be present, a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a vote of the shareholders.

     SECTION 8.    ORDER OF BUSINESS.  The order of business at all meetings of
the shareholders shall be as determined by the Chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a vote of the shareholders.

     SECTION 9.    RECORD DATE FOR ACTION BY WRITTEN CONSENT.  In order that the
Corporation may determine the shareholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors.  Any shareholder of record
seeking to have the shareholders authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date.  The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date.  If no record date has been fixed by
the Board of Directors within 10 days of the date on which such a request is
received, the record date for determining shareholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in New Jersey,
its principal place of business or to any officer or agent of the Corporation
having custody of the book in which proceedings of meetings of shareholders are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.  Nothing in this
Article II, Section 9 shall require the Board of Directors to take any action
with respect to any proposed action or other proposal for which consent is
sought other than to fix a record date as provided for herein; and the fixing of
any such record date shall not be deemed to be an action taken by the Board of
Directors with

                                      -4-
<PAGE>

respect to any such proposed action or other proposal for which consent is
sought for any other purpose.

        SECTION 10.  INSPECTORS OF WRITTEN CONSENT. In the event of the
delivery, in the manner provided by Article II, Section 9, to the Company of the
requisite written consent or consents to take corporate action and/or any
related revocation or revocations, the Company shall engage nationally
recognized independent inspectors of elections for the purpose of promptly
performing a ministerial review of the validity of the consents and revocations.
For the purpose of permitting the inspectors to perform such review, no action
by written consent without a meeting shall be effective until such date as the
independent inspectors certify to the Company that the consents delivered to the
Company in accordance with Article II, Section 9 represent at least the minimum
number of votes that would be necessary to take the corporate action. Nothing
contained in this paragraph shall in any way be construed to suggest or imply
that the Board of Directors or any shareholder shall not be entitled to contest
the validity of any consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).

        SECTION 11.  EFFECTIVENESS OF WRITTEN CONSENT. Every written consent
shall bear the date of signature of each shareholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated written consent received in
accordance with Article II, Section 9, a written consent or consents signed by a
sufficient number of holders to take such action are delivered to the Company in
the manner prescribed in Article II, Section 9.

                                  ARTICLE III
                                   Directors
                                   ---------

        SECTION 1.    QUALIFICATIONS. Each Director shall be at least 21 years
of age, a shareholder of record of the Company, and shall be elected in the
manner provided by these By-Laws.

        SECTION 2.    DUTIES AND POWERS. The Board of Directors shall control
and manage the business and affairs of the Company, and shall exercise all
powers of the Company and perform all acts which are not required to be
exercised or performed by the shareholders. The Directors may adopt such rules
and regulations for the conduct of their meetings and the management of the
Company as they may deem proper.

        SECTION 3.    PLACE OF MEETINGS. Meetings of the Board of Directors
shall be held at the principal office of the Company or at such other place
within or without the State of New Jersey, as the Chairman of the Board or the
Board may designate.

                                      -5-
<PAGE>

        SECTION 4.    TELEPHONE MEETINGS.  Any or all Directors may participate
in a meeting of the Board or a committee of the Board by means of conference
telephone or any means of communication by which all persons participating in
the meeting are able to hear each other.

        SECTION 5.    NOTICE OF MEETINGS.  There shall be an annual meeting of
the Board of Directors held without notice immediately following the annual
meeting of shareholders, or as soon thereafter as convenient, at the same place
as the annual meeting of shareholders unless some other location is designated
by the Chairman of the Board or by the President. Regular meetings, without
notice, may be held at such time and place as the Board of Directors may
designate. The Chairman of the Board or the President may call any special
meeting of the Board of Directors, and shall do so whenever requested in writing
by at least one-third of the Directors. Notice of each special meeting shall be
mailed to each director at least four days before the date on which the meeting
is to be held, or be telephoned or sent to each Director by telegraph, telex,
TWX, cable, wireless or similar means of communication, or be delivered in
person, not later than the day before the date on which such meeting is to be
held. The Board of Directors may meet to transact business at any time and place
without notice, provided that each director shall be present, or that any
Director or Directors not present shall waive notice in writing, either before
or after such meeting. The attendance of any Director at a meeting without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting shall constitute a waiver of notice by him. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting. Notice of an
adjourned meeting need not be given if the time and place are fixed at the
meeting adjourning and if the period of adjournment does not exceed 10 days in
any one adjournment.

        SECTION 6.    QUORUM.  A majority of the Directors then in office shall
constitute a quorum for the transaction of business, but the Director or
Directors present, if less than a quorum, may adjourn any meeting from time to
time until such quorum shall be present. All questions coming before the Board
of Directors shall be determined and decided by a majority vote of the Directors
present, unless the vote of a greater number is required by statute, the
Certificate of Incorporation or these By-Laws.

        SECTION 7.    ACTION WITHOUT A MEETING. The Board of Directors may act
without a meeting if, prior or subsequent to such action, each Director shall
consent in writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board of Directors.

        SECTION 8.    COMPENSATION OF DIRECTORS. The Board may, by the
affirmative vote of a majority of the Directors then in office, fix reasonable
fees or compensation of the Directors for services to the Company, including
attendance at meetings of the Board of Directors or Committees of the Board.
Nothing herein contained shall be construed to preclude any Director from
serving the Company in any other capacity and receiving compensation therefor.
Each Director shall be entitled to receive reimbursement for reasonable expenses
incurred in the performance of his duties.

                                      -6-
<PAGE>

                                  ARTICLE IV
                                  Committees
                                  ----------

        SECTION 1.    HOW CONSTITUTED AND POWERS. The Board of Directors, by
resolution of a majority of the Directors then in office, shall appoint from
among its members the committees enumerated in the By-laws and may appoint one
or more other committees. The Board shall designate one member of each committee
its chairman. To the extent provided in the By-law or any resolution conferring
or limiting its powers each committee shall have and may exercise all the
authority of the Board, except that no committee shall:

        (a)  make, alter, or repeal any By-law of the Company;

        (b)  elect, appoint or remove any Director, or elect, appoint or remove
             any corporate officer;

        (c)  submit to shareholders any action that requires approval of
             shareholders;

        (d)  amend or repeal any resolution adopted by the Board of Directors
             which by its terms is amendable or repealable only by the Board;

        (e)  act on matters assigned to other committees appointed by the Board
             of Directors;

        (f)  declare or pay any dividends or issue any additional shares of
             authorized and unissued capital stock; or

        (g)  create, dissolve or fill any vacancy on any committee appointed by
             the Board of Directors.

The Board, by resolution of a majority of the Directors then in office may fill
any vacancy in any committee; appoint one or more alternate members of any
committee to act in the absence or disability of members of such committees with
all the powers of such absent or disabled members; or remove any director from
membership on any committee.

        SECTION 2.    EXECUTIVE COMMITTEE. The Executive Committee shall consist
of not less than 3 members. During the intervals between meetings of the Board
of Directors and subject to Section 1 of this Article, the Executive Committee
shall possess and may exercise all the powers and authority of the Board of
Directors in the control and management of the business and affairs of the
Company.

        SECTION 3.    FINANCE AND INVESTMENT COMMITTEE. The Finance and
Investment Committee shall consist of not less than four members. Based upon
periodic reports and recommendations of management, the Finance and Investment
Committee shall regularly review the financial and accounting affairs of the
Company and shall:

                                      -7-
<PAGE>

     (i)    monitor the Company's financial structure and recommend to the Board
            appropriate debt or equity financing to meet the Company's long-term
            objectives;

     (ii)   review and approve the Company's dividend policy and recommend to
            the Board appropriate dividend action;

     (iii)  review and approve financial plans, capital expenditure budgets and
            capital expenditures (including leases) that on an individual basis
            exceed $10 million and that are not included in the capital
            expenditure budget;

     (iv)   review and approve purchases and dispositions of real property;
            provided, that notwithstanding the foregoing or anything contained
            --------
            in clause (iii) above to the contrary, any two executive officers of
            the Company acting together shall have the power, without the need
            for any approval of the Finance and Investment Committee or the
            Board, to approve, execute and effect from time to time (A)
            acquisitions of real property that on an individual basis have
            purchase prices of up to and including $25 million, and (B)
            dispositions of real property that on an individual basis have sale
            prices of up to and including $25 million and do not result in a
            pre-tax loss of $5 million or more on the consolidated books of the
            Company;

     (v)    review and recommend appropriate Board action with respect to
            acquisitions and divestitures of assets (including, without
            limitation, stock and other equity interests in corporations,
            partnerships or other entities and intellectual property rights, but
            excluding individual purchases and dispositions of real property and
            acquisitions of assets approved pursuant to clause (iii) above)
            that, individually or in the aggregate, in one or more of a series
            of related transactions, have a purchase or sale price, as
            applicable, equal to or greater than $10 million;

     (vi)   review and approve (A) the establishment of a subsidiary in a
            country in which the Company has no other subsidiary if the
            operation of such subsidiary would involve an investment of more
            than $2.5 million, (B) the dissolution of a subsidiary that would
            result in a pre-tax loss of $5 million or more on the consolidated
            books of the Company, (C) the establishment of a subsidiary in a
            country in which the Company has an existing subsidiary if the
            operation of such new subsidiary would involve an investment of more
            than $25 million, and (D) any change in capital of a subsidiary that
            exceeds $25 million or that would result in a pre-tax charge of $5
            million or more on the consolidated books of the Company;

     (vii)  (a) periodically review actual results versus original estimates for
            acquisitions and/or capital expenditures approved five years earlier
            in individual amounts of $10 million or greater and (b) review on a
            quarterly basis, pursuant to guidelines established from time to
            time by this Committee, (i) actions taken by management during the
            prior three-month

                                      -8-
<PAGE>

            period without specific Board or Committee approval, pursuant to the
            delegations of authority set forth in sub-paragraphs (iv), (v) and
            (vi) above, (ii) any notable changes or deviations in financial
            condition, and (iii) the Company's foreign exchange exposure and its
            management thereof; and

     (viii) periodically undertake a comprehensive review of the Company's risk
            management strategy.

     The Finance and Investment Committee also shall (i) act as fiduciary of the
Company's employee benefit plans in the United States and Puerto Rico which
require funding, and (ii) be responsible for the selection of fund managers and
trustees, the establishment and implementation of funding and investment
policies and guidelines, and for the fiscal management and control of all such
plans of the Company and its subsidiaries in the United States and Puerto Rico.


     SECTION 4.    AUDIT COMMITTEE.  The Audit Committee shall consist of not
less than three members, none of whom are current or former officers or
employees of the Company or any subsidiary of the Company and each of whom is
appointed by the Board.  The Audit Committee, which is part of the Board, shall
assist the Board in monitoring (1) the integrity of the financial statements of
the Company, and (2) the independence and performance of the Company's internal
and external auditors.

     The members of the Audit Committee shall meet the independence and
expertise requirements of the New York Stock Exchange.  The members of the Audit
Committee shall be appointed by the Board on the recommendation of the Corporate
Governance Committee.

     The Audit Committee shall have the authority, following notice to the
Chairman of the Board and Chief Executive Officer of the Company, to retain
special legal, accounting or other consultants to advise the Committee.  The
Audit Committee may request any officer or employee of the Company, or the
Company's outside counsel or independent auditor, to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee.

     The Audit Committee shall make regular reports to the Board.

     The Audit Committee shall:

In regards to the independent auditor:
- -------------------------------------

1.   Recommend to the Board the appointment of the independent auditor, which
     firm is ultimately accountable to the Audit Committee and the Board, and
     evaluate, with management, the performance of the independent auditor, and,
     if so determined by the Audit Committee, recommend to the Board the
     replacement of the independent auditor.

                                      -9-
<PAGE>

2.   Receive reports from the independent auditor at least annually regarding
     the auditor's independence, discuss such reports with the auditor to the
     extent they disclose any relationships or services that may impact the
     objectivity and independence of the outside auditor, and, if so determined
     by the Audit Committee, recommend that the Board take appropriate action to
     satisfy itself of the independence of the auditor.

In regards to financial reporting:
- ---------------------------------

1.   Review the annual and quarterly financial statements with management and
     the independent auditor, including significant reporting issues and
     judgements made in connection with such financial statements.

2.   Review the Company's accounting principles and any changes thereto
     suggested by the independent auditor, internal auditors or management.

3.   Submit the Audit Committee report required by the rules of the Securities
     and Exchange Commission to be included in the Company's annual proxy
     statement.

In regards to the audit process of the independent auditor:
- ----------------------------------------------------------

1.   Meet with the independent auditor prior to the audit to review planning and
     staffing.

2.   Review with the independent auditor any problems or difficulties the
     auditor may have encountered in the course of the audit, and any management
     letter provided by the auditor and the Company's response to that letter.

3.   Discuss with the independent auditor the matters outlined by Statement on
     Auditing Standards No. 61 relating to the conduct of the audit, and obtain
     from the independent auditor assurance that the procedural, reporting and
     other requirements of Section 10A of the Securities Exchange Act of 1934
     have been satisfied.

In regards to the internal audit process:
- ----------------------------------------

1.   Review the appointment and replacement of the senior internal auditing
     executive, the adequacy of the internal audit staff and the scope of its
     activities.

2.   Review the significant reports to management prepared by the internal
     auditing department and management's responses.

3.   Review with management, internal audit and the independent auditor the
     adequacy of internal controls that could significantly affect the Company's
     financial statements.

                                     -10-
<PAGE>

In regards to legal matters:
- ---------------------------

1.  Review with the Company's General Counsel and management legal matters that
    may have a material impact on the financial statements, the Company's
    compliance policies and any material reports or inquiries received from
    regulators or governmental agencies.

    While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor.  Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's Code of Conduct.

    The Audit Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval.

    SECTION 5. COMPENSATION AND BENEFITS COMMITTEE. The Compensation and
Benefits Committee (the "Committee") shall consist of not less than three
members, all of whom are to be "nonemployee directors" within the meaning of
Rule 16b-3(b)(3) under the Securities Exchange Act of 1934.

    The Compensation and Benefits Committee shall: (i) review annually the
overall compensation program for the Company's corporate officers, including the
executive officers; (ii) approve the compensation of the executive officers,
including, but not limited to, regular or periodic compensation and additional
or year-end compensation; (iii) review and approve all consulting or employment
contracts of the Company or of any subsidiary with any corporate officer,
including any executive officer, or with any Director, provided, that any such
contract with any Director must also be approved by the Board of Directors; (iv)
serve as the granting and administrative committee for the Company's stock
option and stock award plans; and (v) perform such other duties as may from time
to time be assigned by the Board of Directors with respect to executive
compensation.

     In addition, the Committee shall:  (i) oversee the administration of
employee benefits and benefit plans for the Company and its subsidiaries; (ii)
review and approve, or recommend to the Board, new benefits or changes in
existing benefits; and (iii) appoint from among the management of the Company
committees to administer such employee benefits and benefit plans.

                                     -11-
<PAGE>

     SECTION 6. CORPORATE AFFAIRS COMMITTEE.  The Corporate Affairs Committee
shall oversee the Company's policies, practices and procedures, as a responsible
corporate citizen, in the general areas of ethical conduct and legal compliance,
including, but not limited to, issues relating to the following areas:

    .           Communications
                -  To investors; governments; employees; and public, including
                   crisis management organization and activities.

    .          Employment Practices
               -   Equal employment opportunity; business ethics; health and
                   safety matters; and compliance with laws.

    .          Community Relations
               -   Charitable contributions; and environmental compliance.

    .          Customer Relations
               -   Quality control; recall process; and litigation relating to
                   products or to business practices.

    .          Business Practices and Ethics
               -   Foreign Corrupt Practices Act; anti-boycott legislation;
                   antitrust compliance; conflict of interest policy; and
                   insider trading.


    SECTION 7. CORPORATE GOVERNANCE COMMITTEE.  The Corporate Governance
Committee shall consist of not less than four members and shall be responsible
for monitoring, considering and making recommendations to the Board in its areas
of responsibility, which are:

     (i)    To recommend to the Board candidates for election as directors at
            the annual meeting of shareholders or to fill vacancies on the
            Board;

     (ii)   To make recommendations concerning the composition, organization and
            functions of the Board and the performance, qualifications, conduct,
            including memberships on other boards, and compensation of
            directors;

     (iii)  To monitor and consider the Company's corporate governance and board
            practices and develop and periodically review a Statement of
            Corporate Governance Principles for the Company;

     (iv)   To monitor and recommend the functions and charters of the various
            committees of the Board;

     (v)    To make recommendations on the structure of Board meetings;

                                     -12-
<PAGE>

     (vi)    To recommend matters for consideration by the Board;

     (vii)   To review periodically the Company's shareholder rights plan; and

     (viii)  To review periodically the Company's by-laws and certificate of
             incorporation;

     provided, however, that any director who is, or at any time in the prior
     --------
two years was, an officer or employee of the Company or of any subsidiary of the
Company, shall recuse him- or herself from all determinations regarding the
nomination of candidates for election to the Board and the compensation of
directors.

     SECTION 8.  MEETINGS AND PROCEDURES.  Each committee may make its own rules
of procedure and shall meet as provided by such rules or by resolution of the
Board of Directors, and shall also meet at the call of the chairman of the
committee, the Chairman of the Board, the President, or a majority of the
members of the committee.

     A majority of the members of a committee shall constitute a quorum.  The
affirmative vote of a majority of all of the members shall be necessary for the
adoption of a resolution or to approve any matter within the scope of the
authority of a committee.  Minutes of the proceedings of a committee shall be
recorded in a book provided for that purpose and filed with the Secretary of the
Company.  A committee may act without a meeting if, prior or subsequent to such
action, each member shall consent in writing to such action.  Such written
consent or consents shall be filed with the minutes of the proceedings of the
committee.

     Action taken by a committee, with or without a meeting, shall be reported
to the Board of Directors at its next regular meeting following such committee
action; except that, when the meeting of the Board is held within 2 days after
the committee action, such report, if not made at the first meeting, shall be
made to the Board at its second meeting following such action.

                                   ARTICLE V
                                   Officers
                                   --------

        SECTION 1.   ENUMERATION, APPOINTMENT AND REMOVAL. The corporate
officers of the Company shall be a Chairman of the Board, a Vice Chairman of the
Board, a President, one or more Executive Vice Presidents, one or more Senior
Vice Presidents, one or more Sector Presidents, one or more Group Presidents,
one or more Vice Presidents, a Controller, a Treasurer, a Secretary and such
other corporate officers (including assistant corporate officers) as the Board
of Directors may deem necessary or desirable for the transaction of the business
of the Company. In its discretion, the Board of Directors may leave unfilled any
office except those of the President, Treasurer, and Secretary, and should any
vacancy occur among said officers by death, resignation or otherwise, the same
shall be filled at the next regular meeting of the Board of Directors or at a
special meeting. Any two or more offices may be held by the same person. The

                                     -13-
<PAGE>

Board of Directors, by resolution adopted by a majority of the Directors, then
in office, shall designate the Chairman of the Board or the President to serve
as the Chief Executive Officer of the Company.

     The corporate officers shall be elected at the first meeting of the Board
of Directors after the annual election of Directors, and shall hold office until
the next succeeding annual meeting of the Board of Directors, subject to the
power of the Board of Directors to remove any corporate officer at pleasure by
an affirmative vote of the majority of the Directors then in office.

     Every corporate officer shall have such authority and perform such duties
in the management of the Company as may be provided in these By-laws, or such
duties consistent with these By-laws as may be assigned by the Board of
Directors or the Chief Executive Officer.

        SECTION  2.     CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer
shall be elected from among the members of the Board of Directors and shall have
general charge and supervision over and responsibility for the business and
affairs of the Company. He shall keep the Board of Directors fully informed
concerning those areas in his charge, and shall perform such other duties as may
be assigned to him by the Board of Directors. In the absence or disability of
the Chairman of the Board and of the Vice Chairman of the Board, the Chief
Executive Officer shall have all the powers and perform all the duties of the
Chairman of the Board.

        SECTION 3.   CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the shareholders and
shall perform such other duties as these By-laws or the Board of Directors may
prescribe.

        SECTION 4.   VICE CHAIRMAN OF THE BOARD.  In the absence or disability
of the Chairman of the Board, the Vice Chairman of the Board shall have all the
powers and perform all the duties of the Chairman of the Board. He shall perform
such other duties as may be assigned to him by the Board of Directors or
Chairman of the Board.

        SECTION 5.   PRESIDENT.  The President shall have such powers and
perform such duties as may be provided by statute, these By-laws, and as may be
assigned by the Board of Directors or the Chief Executive Officer.

        SECTION 6.    TREASURER.  The Treasurer shall have the care and custody
of the Company funds and securities, maintain banking relationships and execute
credit and collection policies. He shall perform such other duties and possess
such other powers as are incident to his office.

        SECTION 7.    SECRETARY.  The Secretary shall attend all meetings of the
Board of Directors and of the shareholders, and shall record all proceedings of
such meetings in books to be kept for that purpose. The Secretary shall give, or
cause to be given, notice of all meetings of the shareholders and the Board of
Directors. He shall have the custody of the seal of the Company and shall affix
the same to all instrument

                                     -14-
<PAGE>

requiring it, and attest the same. He shall perform such other duties and
possess such other powers as are incident to his office.

                                  ARTICLE VI
                         Certificate of Capital Stock
                         ----------------------------

        SECTION 1.    FORM AND TRANSFERS.  The interest of each shareholder of
the Company shall be evidenced by certificates for shares of capital stock,
certifying the number of shares represented thereby and in such form as the
Board of Directors may from time to time prescribe.

        Transfers of shares of the capital stock of the Company shall be made
only on the books of the Company, which shall include the books of the stock
transfer agent, by the registered holder thereof, or by his attorney authorized
by power of attorney duly executed and filed with the Secretary of the Company,
or a transfer agent appointed as provided in Section 4 of this Article, and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of capital
stock stand on the books of the Company shall be deemed the owner thereof for
all purposes. The Board may, from time to time, make such additional rules and
regulations as it may deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Company.
Certificates shall be signed by, or in the name of the corporation by, the
Chairman or Vice Chairman of the Board, or the President or a Vice-President,
and may be countersigned by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation and may be sealed with
the seal of the corporation or a facsimile thereof. Any or all signatures upon a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of its issue.

        SECTION 2.    FIXING RECORD DATE.  For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
an adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining the shareholders entitled
to receive payment of any dividend or allotment of any right, or for the purpose
of any other action, the Board of Directors shall fix a date not more than 60
days nor less than 10 days before the date of any such meeting, nor more than 60
days prior to any other action, as the record date for any such determination of
shareholders.

        SECTION 3.    LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES. No
certificate for shares of capital stock in the Company shall be issued in place
of any certificate alleged to have been lost, destroyed or stolen, except on
production of evidence of such loss, destruction or theft and on delivery to the
Company, if the Board of Directors shall so require, of a bond of indemnity upon
such terms and secured by such surety as the Board of Directors may in its
discretion require. A new

                                     -15-
<PAGE>

certificate may be issued without requiring any bond when, in the judgment of
the Board of Directors, it is proper to do so.

        SECTION 4.    TRANSFER AGENT AND REGISTRAR.  The Board of Directors may
appoint one or more transfer agents and one or more registrars, and may require
all certificates of capital stock to bear the signature or signatures of any of
them. One corporation may serve as both transfer agent and registrar.

        SECTION 5.    EXAMINATION OF BOOKS BY SHAREHOLDERS.  So far as it is not
inconsistent with the law of New Jersey, the Board of Directors shall have power
to determine, from time to time, whether and to what extent and at what times
and places and under what  conditions  and regulations  the books and records of
account, minutes of the proceedings of the shareholders, Board of Directors and
any committee of the Company, and other documents of the Company, or any of
them, shall be open to inspection of the shareholders.

        SECTION 6.    VOTING SHARES OF OTHER CORPORATIONS.  Unless otherwise
ordered by the Board of Directors, the Chairman of the Board and the President,
or either of them, shall have full power and authority on behalf of the Company
to attend and to act and to vote at any meeting of Shareholders of any
corporation in which this Company may hold stock, and at any such meeting shall
possess and may exercise any and all rights and powers incident to the ownership
of such stock, and which, as the owner thereof, this Company might have
possessed and exercised if present. The Board of Directors, by resolution, from
time to time, may confer like powers upon any other person or persons.

                                  ARTICLE VII
                                   Dividends
                                   ---------

        Dividends shall be declared and paid at such times and in such amounts
as the Board of Directors may in its absolute discretion determine and
designate, subject to the restrictions and limitations imposed by law.

                                 ARTICLE VIII
                                  Signatures
                                  ----------

        Unless otherwise required by law, by the Certificate of Incorporation,
by these By-laws, or by resolution of the Board of Directors, the Chief
Executive Officer, the President or any Executive Vice President, Senior Vice
President, Sector President, Group President, or Vice President, or the
Controller or the Treasurer of the Company may enter into and execute in the
name of the Company, contracts or other instruments in the regular course of
business, or contracts or other instruments not in the regular course of
business which are authorized either generally or specifically by the Board of
Directors, and the Secretary or an Assistant Secretary shall affix the Company
seal thereto and attest the same, if required.

                                     -16-
<PAGE>

                                  ARTICLE IX
                                  Fiscal Year
                                  -----------

     The fiscal year of the Company shall begin on the 1st day of October in
each year and end on the September 30th next succeeding.

                                   ARTICLE X
                      Directors May Contract With Company
                      -----------------------------------

     Any Director or corporate officer may be a party to or may be interested in
any agreement or transaction of this Company by which he may personally benefit,
with the same force and effect as if he were either an entire stranger to the
Company or to the Board of Directors, provided the fact that he is so interested
or may personally benefit shall be disclosed or shall have been known to the
majority of the Board of Directors; and further provided that such agreement or
transaction shall be approved or ratified by the affirmative vote of a majority
of the Directors not so interested or benefited.

                                  ARTICLE XI
                                Indemnification
                                ---------------

     The Company shall indemnify to the full extent authorized or permitted by
the New Jersey Business Corporation Act, any corporate agent (as defined in said
Act), or his legal representative, made, or threatened to be made, a party to
any action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he is or was a corporate agent of this
Company.

                                  ARTICLE XII
                                  Amendments
                                  ----------

     These By-laws may be altered, amended or repealed by the shareholders or by
a majority vote of the Directors then in office.  Any By-law adopted, amended or
repealed by the shareholders may be amended or repealed by a majority vote of
the Directors then in office unless the resolution of the shareholders adopting
such By-law expressly reserves the right to amend or repeal it to the
shareholders.

                                 ARTICLE XIII
                          Force and Effect of By-Laws
                          ---------------------------

     These By-laws are subject to the provisions of  the New Jersey Business
Corporation Act and the Company's Certificate of Incorporation, as it may be
amended from time to time.  If any provision in these By-laws is inconsistent
with a provision in that Act or the Certificate of Incorporation, the provision
of that Act or the Certificate of Incorporation shall govern to the extent of
such inconsistency.

                                     -17-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.D
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDMENT TO STOCK AWARD PLAN
<TEXT>

<PAGE>

                                                                   Exhibit 10(d)


Amendment dated April 24, 2000 to the Stock Award Plan dated February 11, 1992,
as amended and restated.


Section 10(a) of the Stock Award Plan, as amended, is amended and restated to
read in its entirety as follows with respect to all currently outstanding and
future Awards under such plan:


     Section 10(a)

     (a)     In the event of a recapitalization of the Company,
     reclassification, stock split or combination, stock dividend, spin-off,
     split-off or other distribution of stock or property of the Company, or any
     merger, consolidation, other change in corporate capitalization or
     corporate structure, or the sale or other transfer by the Company of all or
     a part of its assets, (not including any transaction constituting a change
     in control of the Company, as defined in and separately covered by
     Paragraph 11), pursuant to which new or additional stock or securities, or
     cash or other property, is received by holders of Common Stock, or shares
     of Common Stock are exchanged for such stock, securities, cash or property,
     then the Board of Directors shall make appropriate adjustments to the
     shares reserved for issuance of Awards under the Plan, and to outstanding
     Awards and the type and amount of consideration deliverable thereunder, in
     order to ensure that a Grantee receives benefits under the Plan upon the
     occurrence of any such events equivalent to the benefits which such Grantee
     would have received in the absence of such occurrence.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.F
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AMENDMENT TO NON-QUALIFIED STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                   Exhibit 10(f)

Amendment dated April 24, 2000 to the 1982 Non-Qualified Stock Option Plan dated
February 8, 1994, as amended and restated.


Section 9 of the 1982 Stock Option Plan, as amended, is amended and restated to
read in its entirety as follows with respect to all currently outstanding and
future option grants under such plan:

SECTION 9. Adjustments

In the event of any merger, consolidation, reorganization, recapitalization,
stock dividend (including without limitation, stock dividends consisting of
securities other than the Stock), distribution (other than regular cash
dividends), stock split, reverse stock split, separation, spin-off, split-off or
other distribution of stock or property of the Company, or other change in the
corporate structure or capitalization, there shall be appropriate adjustment
made by the Board in the number and kind of shares or other property that may be
granted in the aggregate and to individual Employees under the Plan, the number
and the kind of shares or other property subject to each outstanding Stock
Option and Stock Appreciation Right, and the option prices.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.GI
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>AMENDMENT TO THE SALARY AND BONUS DEFERRAL PLAN
<TEXT>

<PAGE>

                                                            Exhibit 10(g)(i)


Amendment dated April 24, 2000 to the Salary and Bonus Deferral Plan, dated
August 15, 1996, as amended and restated.

The following section of the Salary and Bonus Deferral Plan, as amended, is
amended and restated to read in its entirety as follows with respect to all
currently outstanding and future deferred shares of Common Stock under such
plan:


(1)  Section 3.3 (d)

          In the event of any merger, consolidation, reorganization,
     recapitalization, stock dividend (including without limitation, stock
     dividends consisting of securities other than the shares of Common Stock),
     distribution (other than regular cash dividends), stock split, reverse
     stock split, separation, spin-off, split-off or other distribution of stock
     or property of the Company, or other change in the corporate structure or
     capitalization, there shall be appropriate adjustment made by the Board in
     the number and kind of shares (rounded to the nearest one-one hundredth of
     a share) or other property that shall be credited in the aggregate and to
     individual participants' deferred stock accounts under the Plan, so that
     the participants' Deferred Stock Accounts reflect the same equity
     percentage interest in the Company after the transaction as was the case
     before such transaction, and so that each share of Common Stock credited to
     a participant's Deferred Stock Account before a transaction accrues the
     same benefits after the transaction as does each share of Common Stock
     outstanding before such transaction.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.GII
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>AMENDMENT TO THE DIRECTORS' DEFERRAL PLAN
<TEXT>

<PAGE>

                                                               Exhibit 10(g)(ii)


Amendment dated April 24, 2000 to the Directors' Deferral Plan, dated
November 1, 1996.

Section 3.4 (f) of the Directors' Deferral Plan, is amended and restated to read
in its entirety as follows with respect to all currently outstanding and
future deferred shares of Common Stock under such plan:

Section 3.4 (f)

     In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend (including without limitation, stock dividends
consisting of securities other than the shares of Common Stock), distribution
(other than regular cash dividends), stock split, reverse stock split,
separation, spin-off, split-off or other distribution of stock or property of
the Company, or other change in the corporate structure or capitalization, there
shall be appropriate adjustment made by the Board in the number and kind of
shares (rounded to the nearest one-one hundredth of a share) or other property
that shall be credited in the aggregate and to individual participants' deferred
stock accounts under the Plan, so that the participants' Deferred Stock Accounts
reflect the same equity percentage interest in the Company after the transaction
as was the case before such transaction, and so that each share of Common Stock
credited to a participant's Deferred Stock Account before a transaction accrues
the same benefits after the transaction as does each share of Common Stock
outstanding before such transaction.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.H
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>AMENDMENT TO THE 1990 STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                   Exhibit 10(h)


Amendment dated April 24, 2000 to the 1990 Stock Option Plan dated February 8,
1994, as amended and restated.


Section 9 of the 1990 Stock Option Plan, as amended, is amended and restated to
read in its entirety as follows with respect to all currently outstanding and
future option grants under such plan:

SECTION 9. Adjustments

In the event of any merger, consolidation, reorganization, recapitalization,
stock dividend (including without limitation, stock dividends consisting of
securities other than the Stock), distribution (other than regular cash
dividends), stock split, reverse stock split, separation, spin-off, split-off or
other distribution of stock or property of the Company, or other change in the
corporate structure or capitalization, there shall be appropriate adjustment
made by the Board in the number and kind of shares or other property that may be
granted in the aggregate and to individual Employees under the Plan, the number
and the kind of shares or other property subject to each outstanding Stock
Option and Stock Appreciation Right, and the option prices.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.K
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>AMENDMENTS TO THE 1995 STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                   Exhibit 10(k)


Amendments dated April 24, 2000 to the 1995 Stock Option Plan dated January 27,
1998, as amended and restated.


The following sections of the 1995 Stock Option Plan, as amended, are amended
and restated to read in their entirety as follows with respect to all currently
outstanding and future option grants under such plan:

(1)  SECTION 9. Adjustments

        In the event of any merger, consolidation, reorganization,
     recapitalization, stock dividend (including without limitation, stock
     dividends consisting of securities other than the Stock), distribution
     (other than regular cash dividends), stock split, reverse stock split,
     separation, spin-off, split-off or other distribution of stock or property
     of the Company, or other change in the corporate structure or
     capitalization, there shall be appropriate adjustment made by the Board in
     the number and kind of shares or other property that may be granted in the
     aggregate and to individual Employees under the Plan, the number and the
     kind of shares or other property subject to each outstanding Stock Option
     and Stock Appreciation Right, and the option prices.


(2)  Section 2(d):

     ''Change in Control'' means:

     (1) the acquisition by any individual, entity or group (within the meaning
     of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
     the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or
     more of either (A) the then-outstanding shares of common stock of the
     Company (the "Outstanding Company Common Stock") or (B) the combined voting
     power of the then-outstanding voting securities of the Company entitled to
     vote generally in the election of directors (the "Outstanding Company
     Voting Securities"); provided, however, that, for purposes of this Section
     2(d), the following acquisitions shall not constitute a Change of Control:
     (i) any acquisition directly from the Company, (ii) any acquisition by the
     Company, or (iii) any acquisition by any employee benefit plan (or related
     trust) sponsored or maintained by the Company or any affiliated company,
     (iv) any acquisition by any corporation pursuant to a transaction that
     complies with Sections 2(d)(3)(A), 2(d)(3)(B) and 2(d)(3)(C), or (v) any
     acquisition that the Board determines, in good faith, was inadvertent, if
     the acquiring Person divests as promptly as practicable a sufficient amount
     of the Outstanding Company Common Stock and/or the Outstanding Company
     Voting Securities, as applicable, to reverse such acquisition of 25% or
     more thereof.

     (2) Individuals who, as of April 24, 2000, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to April 24, 2000 whose election, or nomination for election as
     a director by the Company's shareholders, was

<PAGE>

     approved by a vote of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board, but excluding, for this purpose, any such
     individual whose initial assumption of office occurs as a result of an
     actual or threatened election contest with respect to the election or
     removal of directors or other actual or threatened solicitation of proxies
     or consents by or on behalf of a Person other than the Board.


     (3)    Consummation of a reorganization, merger, consolidation or sale or
     other disposition of all or substantially all of the assets of the Company
     (a "Business Combination"), in each case, unless, following such Business
     Combination, (A) all or substantially all of the individuals and entities
     that were the beneficial owners of the Outstanding Company Common Stock and
     the Outstanding Company Voting Securities immediately prior to such
     Business Combination beneficially own, directly or indirectly, more than
     60% of the then-outstanding shares of common stock and the combined voting
     power of the then-outstanding voting securities entitled to vote generally
     in the election of directors, as the case may be, of the corporation
     resulting from such Business Combination (including, without limitation, a
     corporation that, as a result of such transaction, owns the Company or all
     or substantially all of the Company's assets either directly or through one
     or more subsidiaries) in substantially the same proportions as their
     ownership immediately prior to such Business Combination of the Outstanding
     Company Common Stock and the Outstanding Company Voting Securities, as the
     case may be, (B) no Person (excluding any corporation resulting from such
     Business Combination or any employee benefit plan (or related trust) of the
     Company or such corporation resulting from such Business Combination)
     beneficially owns, directly or indirectly, 25% or more of, respectively,
     the then-outstanding shares of common stock of the corporation resulting
     from such Business Combination or the combined voting power of the then-
     outstanding voting securities of such corporation, except to the extent
     that such ownership existed prior to the Business Combination, and (C) at
     least a majority of the members of the board of directors of the
     corporation resulting from such Business Combination were members of the
     Incumbent Board at the time of the execution of the initial agreement or of
     the action of the Board providing for such Business Combination; or

     (4)    Approval by the shareholders of the Company of a complete
     liquidation or dissolution of the Company.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.L
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>AMENDMENTS TO THE 1998 STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                   Exhibit 10(l)


Amendments dated April 24, 2000 to the 1998 Stock Option Plan


The following sections of the 1998 Stock Option Plan are amended and restated to
read in their entirety as follows with respect to all currently outstanding and
future option grants under such plan:

(1)  SECTION 9. Adjustments

        In the event of any merger, consolidation, reorganization,
     recapitalization, stock dividend (including without limitation, stock
     dividends consisting of securities other than the Stock), distribution
     (other than regular cash dividends), stock split, reverse stock split,
     separation, spin-off, split-off or other distribution of stock or property
     of the Company, or other change in the corporate structure or
     capitalization, there shall be appropriate adjustment made by the Board in
     the number and kind of shares or other property that may be granted in the
     aggregate and to individual Employees under the Plan, the number and the
     kind of shares or other property subject to each outstanding Stock Option
     and Stock Appreciation Right, and the option prices.


(2)  Section 2(d):

     ''Change in Control'' means:

     (1)    the acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     25% or more of either (A) the then-outstanding shares of common stock of
     the Company (the "Outstanding Company Common Stock") or (B) the combined
     voting power of the then-outstanding voting securities of the Company
     entitled to vote generally in the election of directors (the "Outstanding
     Company Voting Securities"); provided, however, that, for purposes of this
     Section 2(d), the following acquisitions shall not constitute a Change of
     Control: (i) any acquisition directly from the Company, (ii) any
     acquisition by the Company, or (iii) any acquisition by any employee
     benefit plan (or related trust) sponsored or maintained by the Company or
     any affiliated company, (iv) any acquisition by any corporation pursuant to
     a transaction that complies with Sections 2(d)(3)(A), 2(d)(3)(B) and
     2(d)(3)(C), or (v) any acquisition that the Board determines, in good
     faith, was inadvertent, if the acquiring Person divests as promptly as
     practicable a sufficient amount of the Outstanding Company Common Stock
     and/or the Outstanding Company Voting Securities, as applicable, to reverse
     such acquisition of 25% or more thereof.

     (2)    Individuals who, as of April 24, 2000, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to April 24, 2000 whose election, or nomination for election as
     a director by the Company's shareholders, was approved by a vote of at
     least a majority of the directors then comprising the Incumbent

<PAGE>

     Board shall be considered as though such individual were a member of the
     Incumbent Board, but excluding, for this purpose, any such individual whose
     initial assumption of office occurs as a result of an actual or threatened
     election contest with respect to the election or removal of directors or
     other actual or threatened solicitation of proxies or consents by or on
     behalf of a Person other than the Board.


     (3)     Consummation of a reorganization, merger, consolidation or sale or
     other disposition of all or substantially all of the assets of the Company
     (a "Business Combination"), in each case, unless, following such Business
     Combination, (A) all or substantially all of the individuals and entities
     that were the beneficial owners of the Outstanding Company Common Stock and
     the Outstanding Company Voting Securities immediately prior to such
     Business Combination beneficially own, directly or indirectly, more than
     60% of the then-outstanding shares of common stock and the combined voting
     power of the then-outstanding voting securities entitled to vote generally
     in the election of directors, as the case may be, of the corporation
     resulting from such Business Combination (including, without limitation, a
     corporation that, as a result of such transaction, owns the Company or all
     or substantially all of the Company's assets either directly or through one
     or more subsidiaries) in substantially the same proportions as their
     ownership immediately prior to such Business Combination of the Outstanding
     Company Common Stock and the Outstanding Company Voting Securities, as the
     case may be, (B) no Person (excluding any corporation resulting from such
     Business Combination or any employee benefit plan (or related trust) of the
     Company or such corporation resulting from such Business Combination)
     beneficially owns, directly or indirectly, 25% or more of, respectively,
     the then-outstanding shares of common stock of the corporation resulting
     from such Business Combination or the combined voting power of the then-
     outstanding voting securities of such corporation, except to the extent
     that such ownership existed prior to the Business Combination, and (C) at
     least a majority of the members of the board of directors of the
     corporation resulting from such Business Combination were members of the
     Incumbent Board at the time of the execution of the initial agreement or of
     the action of the Board providing for such Business Combination; or

     (4)     Approval by the shareholders of the Company of a complete
     liquidation or dissolution of the Company.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.O
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>AMEND. TO NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                   Exhibit 10(o)


Amendments dated April 24, 2000 to the Non-Employee Directors 2000 Stock Option
Plan.


The following sections of the Non-Employee Directors 2000 Stock Option Plan, are
amended and restated to read in their entirety as follows with respect to all
currently outstanding and future option grants under such plan:


(1)  Section 9. Adjustments

        In the event of any merger, consolidation, reorganization,
     recapitalization, stock dividend (including without limitation, stock
     dividends consisting of securities other than the Stock), distribution
     (other than regular cash dividends), stock split, reverse stock split,
     separation, spin-off, split-off or other distribution of stock or property
     of the Company, or other change in the corporate structure or
     capitalization, the number and kind of shares or other property that may be
     granted in the aggregate and to individual Directors under the Plan, the
     number and the kind of shares or other property subject to each outstanding
     Stock Option, and the option prices under outstanding Stock Options, shall
     be adjusted automatically to prevent dilution or enlargement of rights, and
     the Board shall cause such automatic adjustment to be given effect.

(2)  Section 2 (d)

     ''Change in Control'' means:

     (1)      the acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     25% or more of either (A) the then-outstanding shares of common stock of
     the Company (the "Outstanding Company Common Stock") or (B) the combined
     voting power of the then-outstanding voting securities of the Company
     entitled to vote generally in the election of directors (the "Outstanding
     Company Voting Securities"); provided, however, that, for purposes of this
     Section 2(d), the following acquisitions shall not constitute a Change of
     Control: (i) any acquisition directly from the Company, (ii) any
     acquisition by the Company, or (iii) any acquisition by any employee
     benefit plan (or related trust) sponsored or maintained by the Company or
     any affiliated company, (iv) any acquisition by any corporation pursuant to
     a transaction that complies with Sections 2(d)(3)(A), 2(d)(3)(B) and
     2(d)(3)(C), or (v) any acquisition that the Board determines, in good
     faith, was inadvertent, if the acquiring Person divests as promptly as
     practicable a sufficient amount of the Outstanding Company Common Stock
     and/or the Outstanding Company Voting Securities, as applicable, to reverse
     such acquisition of 25% or more thereof.

     (2)      Individuals who, as of April 24, 2000, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to April 24, 2000 whose election, or nomination for election as
     a director by the Company's shareholders, was approved by a vote of at
     least a majority of the directors then comprising the Incumbent Board shall
     be considered as though such individual were a member of the Incumbent
     Board, but excluding, for this purpose, any such individual whose initial
     assumption of office occurs as a result of an actual or threatened election
     contest with respect to the
<PAGE>

     election or removal of directors or other actual or threatened solicitation
     of proxies or consents by or on behalf of a Person other than the Board.

     (3)     Consummation of a reorganization, merger, consolidation or sale or
     other disposition of all or substantially all of the assets of the Company
     (a "Business Combination"), in each case, unless, following such Business
     Combination, (A) all or substantially all of the individuals and entities
     that were the beneficial owners of the Outstanding Company Common Stock and
     the Outstanding Company Voting Securities immediately prior to such
     Business Combination beneficially own, directly or indirectly, more than
     60% of the then-outstanding shares of common stock and the combined voting
     power of the then-outstanding voting securities entitled to vote generally
     in the election of directors, as the case may be, of the corporation
     resulting from such Business Combination (including, without limitation, a
     corporation that, as a result of such transaction, owns the Company or all
     or substantially all of the Company's assets either directly or through one
     or more subsidiaries) in substantially the same proportions as their
     ownership immediately prior to such Business Combination of the Outstanding
     Company Common Stock and the Outstanding Company Voting Securities, as the
     case may be, (B) no Person (excluding any corporation resulting from such
     Business Combination or any employee benefit plan (or related trust) of the
     Company or such corporation resulting from such Business Combination)
     beneficially owns, directly or indirectly, 25% or more of, respectively,
     the then-outstanding shares of common stock of the corporation resulting
     from such Business Combination or the combined voting power of the then-
     outstanding voting securities of such corporation, except to the extent
     that such ownership existed prior to the Business Combination, and (C) at
     least a majority of the members of the board of directors of the
     corporation resulting from such Business Combination were members of the
     Incumbent Board at the time of the execution of the initial agreement or of
     the action of the Board providing for such Business Combination; or

     (4)     Approval by the shareholders of the Company of a complete
     liquidation or dissolution of the Company.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Consolidated Financial Statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                           76940
<SECURITIES>                                      6225
<RECEIVABLES>                                   753227
<ALLOWANCES>                                         0<F1>
<INVENTORY>                                     706565
<CURRENT-ASSETS>                               1708026
<PP&E>                                         3124479
<DEPRECIATION>                                 1585595
<TOTAL-ASSETS>                                 4560807
<CURRENT-LIABILITIES>                          1440418
<BONDS>                                         787780
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                      44394
<COMMON>                                        332662
<OTHER-SE>                                     1578309
<TOTAL-LIABILITY-AND-EQUITY>                   4560807
<SALES>                                        2698436
<TOTAL-REVENUES>                               2698436
<CGS>                                          1377776
<TOTAL-COSTS>                                  1377776
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0<F1>
<INTEREST-EXPENSE>                               66327
<INCOME-PRETAX>                                 428364
<INCOME-TAX>                                    119481
<INCOME-CONTINUING>                             308883
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    308883
<EPS-BASIC>                                       1.22
<EPS-DILUTED>                                     1.17
<FN>
<F1>THESE ITEMS ARE CONSOLIDATED ONLY AT YEAR-END.
</FN>


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
