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<SEC-DOCUMENT>0000950117-03-005430.txt : 20031223
<SEC-HEADER>0000950117-03-005430.hdr.sgml : 20031223
<ACCEPTANCE-DATETIME>20031223172328
ACCESSION NUMBER:		0000950117-03-005430
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20030930
FILED AS OF DATE:		20031223

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BECTON DICKINSON & CO
		CENTRAL INDEX KEY:			0000010795
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				220760120
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04802
		FILM NUMBER:		031071947

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

	MAIL ADDRESS:	
		STREET 1:		ONE BECTON DR
		CITY:			FRANKLIN LAKE
		STATE:			NJ
		ZIP:			07417
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>a36659.txt
<DESCRIPTION>BECTON, DICKINSON AND COMPANY
<TEXT>

<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2003
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003       COMMISSION FILE NUMBER 1-4802

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

                         BECTON, DICKINSON AND COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

<Table>
<S>                                                 <C>
                    NEW JERSEY                                          22-0760120
         (STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

                  1 BECTON DRIVE                                        07417-1880
            FRANKLIN LAKES, NEW JERSEY                                  (ZIP CODE)
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</Table>

                                 (201) 847-6800
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<Table>
<Caption>
                                                                 NAME OF EACH EXCHANGE ON
               TITLE OF EACH CLASS                                   WHICH REGISTERED
               -------------------                                   ----------------
<S>                                                 <C>
          Common Stock, par value $1.00                          New York Stock Exchange
         Preferred Stock Purchase Rights                         New York Stock Exchange
</Table>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      None

    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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

    Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
    Yes [x]  No [ ]

    As of June 30, 2003, 254,642,080 shares of the registrant's common stock
were outstanding and the aggregate market value of such common stock held by
nonaffiliates of the registrant was approximately $9,874,823,808.

                      DOCUMENTS INCORPORATED BY REFERENCE

    (1) Portions of the registrant's Annual Report to Shareholders for the
fiscal year ended September 30, 2003 are incorporated by reference into Parts I
and II hereof.

    (2) Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held February 11, 2004 are incorporated by reference into
Part III hereof.

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






<PAGE>

                                     PART I

ITEM 1. BUSINESS.

GENERAL

    Becton, Dickinson and Company was incorporated under the laws of the State
of New Jersey in November 1906, as successor to a New York business started in
1897. Our executive offices are located at 1 Becton Drive, Franklin Lakes, New
Jersey 07417-1880, and our telephone number is (201) 847-6800. All references in
this Form 10-K to 'BD' refer to Becton, Dickinson and Company and its domestic
and foreign subsidiaries, unless otherwise indicated by the context.

    BD is a medical technology company engaged principally in the manufacture
and sale of a broad range of medical supplies, devices, laboratory equipment and
diagnostic products used by healthcare institutions, life science researchers,
clinical laboratories, industry and the general public.

BUSINESS SEGMENTS

    BD's operations consist of three worldwide business segments: BD Medical
('Medical') (formerly BD Medical Systems), BD Diagnostics ('Diagnostics')
(formerly BD Clinical Laboratory Solutions) and BD Biosciences ('Biosciences').
Information with respect to BD's business segments appears on pages 54-55 of
BD's Annual Report to Shareholders for the fiscal year ended September 30, 2003
(the '2003 Annual Report'), and is incorporated herein by reference as part of
Exhibit 13.

BD Medical

    The major products in this segment are hypodermic syringes and needles for
injection, insulin syringes and pen needles and blood glucose monitoring systems
for diabetes care, infusion therapy devices, prefillable drug delivery systems
and surgical blades and scalpels. This segment also includes specialty blades
and cannulas for ophthalmic surgery procedures, anesthesia needles, critical
care systems, elastic support products and thermometers.

BD Diagnostics

    The major products in this segment are clinical and industrial microbiology
products, sample collection products, specimen management systems, molecular
diagnostic instruments and other diagnostic systems, including immunodiagnostic
test kits. This segment also includes consulting services.

BD Biosciences

    This segment provides integrated systems, products and services for a
variety of applications in life sciences. The major products are flow cytometry
systems for cell analysis, monoclonal antibodies for biomedical research,
molecular biology products for the study of genes and their functions, cell
growth and screening products, and labware products.

INTERNATIONAL OPERATIONS

    BD's products are manufactured and sold worldwide. The principal markets for
BD's products outside the United States are Europe, Japan, Asia Pacific, Canada
and Latin America. The principal products sold by BD outside of the United
States are hypodermic needles and syringes, insulin syringes and pen needles,
diagnostic systems, VACUTAINER'r' brand blood collection products, HYPAK'r'
brand prefillable syringe systems, and infusion therapy products. BD has
manufacturing operations outside the United States in Brazil, China, France,
Germany, India, Ireland, Japan, Korea, Mexico, Pakistan, Singapore, Spain,
Sweden and the United Kingdom. Geographic information with respect to BD's
operations appears on page 55 of the 2003 Annual Report, and is incorporated
herein by reference as part of Exhibit 13.

    Foreign economic conditions and exchange rate fluctuations have caused the
profitability from foreign revenues to fluctuate more than the profitability
from domestic revenues. BD believes its activities in some




<PAGE>

countries outside the United States involve greater risk than its domestic
business due to the foregoing factors, as well as local commercial and economic
policies and political uncertainties.

REVENUES AND DISTRIBUTION

    BD's products and services are marketed in the United States and
internationally through sales representatives and independent distribution
channels, and directly to end-users. Sales to a distributor, which supplies BD
products from the Medical and Diagnostics segments to many end-users, accounted
for approximately 11% of total BD revenues in fiscal 2003. Order backlog is not
material to BD's business inasmuch as orders for BD products generally are
received and filled on a current basis, except for items temporarily out of
stock.

    Revenue on the sale of certain instruments in the Biosciences segment is
recognized upon completion of installation of the instrument at the customer's
site. In other instances in the Biosciences segment, where the sales agreement
provides for multiple deliverables, revenue is recognized at the completion of
each deliverable. Revenue related to branded insulin syringe products sold to
distributors under incentive programs in the U.S. consumer trade channel is
recognized upon the sell-through of such products from the distributor to the
end customer. Substantially all other revenue is recognized when products are
shipped to customers.

RESEARCH AND DEVELOPMENT

    BD conducts its research and development activities at its operating units,
at Becton Dickinson Technologies in Research Triangle Park, North Carolina, and
in collaboration with selected universities, medical centers and other entities.
BD also retains individual consultants to support its efforts in specialized
fields. BD spent approximately $235 million, $220 million and $212 million on
research and development during the fiscal years ended September 30, 2003, 2002
and 2001, respectively.

COMPETITION

    A number of companies, some of which are more specialized than BD with
respect to particular markets, compete in the medical technology field. In each
such case, competition involves only a part of BD's product lines. Competition
in BD's markets is based on a combination of factors, including price, quality,
service, reputation, distribution and promotion. Ongoing investments in
research, quality management, quality improvement, product innovation and
productivity improvement are required to maintain an advantage in the
competitive environments in which BD operates.

    New companies have entered the medical technology field and established
companies have diversified their business activities into this area. Other firms
engaged in the distribution of medical technology products have become
manufacturers as well. Some of BD's competitors have greater financial resources
than BD. BD also competes with products manufactured outside the United States.

INTELLECTUAL PROPERTY AND LICENSES

    BD owns significant intellectual property, including patents, patent
applications, technology, trade secrets, know-how, copyrights and trademarks in
the United States and other countries. BD is also licensed under domestic and
foreign patents, patent applications, technology, trade secrets, know-how,
copyrights and trademarks owned by others. In the aggregate, these intellectual
property assets and licenses are of material importance to BD's business. BD
believes, however, that no single patent, technology, trademark, intellectual
property asset or license is material in relation to BD's business as a whole.

RAW MATERIALS

    BD purchases many different types of raw materials, including plastics,
glass, metals, yarn and yarn goods, paper products, agricultural products,
electronic and mechanical sub-assemblies and various biological, chemical and
petrochemical products. All but a few of BD's principal raw materials, primarily
related to the Biosciences business, are available from multiple sources.

                                       2




<PAGE>

    For various reasons, including quality assurance, sole source availability
and cost effectiveness, we purchase certain raw materials from sole suppliers.
Due primarily to regulatory requirements, we may not always be able to quickly
establish additional or replacement sources for certain of these sole-sourced
raw materials. While BD works closely with its suppliers to ensure continuity of
supply, the termination, reduction or interruption in supply of these
sole-sourced raw materials could have an adverse impact on our ability to
manufacture and sell certain of our products.

REGULATION

    BD's medical technology products and operations are subject to regulation by
the United States Food and Drug Administration and various other federal and
state agencies, as well as by a number of foreign governmental agencies. BD
believes it is in compliance in all material respects with the regulations
promulgated by such agencies, and that such compliance has not had, and BD
believes, should not have, a material adverse effect on its business.

    BD also believes that its operations comply in all material respects with
applicable environmental laws and regulations. Such compliance has not had, and
BD believes, should not have, a material adverse effect on BD's capital
expenditures, earnings or competitive position. See Item 3. Legal
Proceedings -- Environmental Matters.

EMPLOYEES

    As of September 30, 2003, BD had 24,783 employees, of whom 11,634 were
employed in the United States (including Puerto Rico). BD believes that its
employee relations are satisfactory.

AVAILABLE INFORMATION

    BD maintains a website at www.bd.com. BD makes available on its website,
without charge, its Annual Reports on Form 10-K, its Quarterly Reports on
Form 10-Q, and its Current Reports on Form 8-K (and amendments to those reports)
as soon as reasonably practicable after those reports are electronically filed
with or furnished to the Securities and Exchange Commission. These filings may
be found at www.bd.com/investors. Printed copies of the foregoing documents may
also be obtained, without charge, by contacting BD's Investor Relations
Department at 1-800-284-6845.

CAUTIONARY STATEMENT PURSUANT TO PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 -- 'SAFE HARBOR' FOR FORWARD-LOOKING STATEMENTS

    The Private Securities Litigation Reform Act of 1995 (the 'Act') provides a
safe harbor for forward-looking statements made by or on behalf of BD. BD and
its representatives may from time to time make certain forward-looking
statements in publicly-released materials, both written and oral, including
statements contained in this report and filings with the Securities and Exchange
Commission and in our other reports to shareholders. Forward-looking statements
may be identified by the use of words like 'plan,' 'expect,' 'believe,'
'intend,' 'will,' 'anticipate,' 'estimate' and other words of similar meaning in
conjunction with, among other things, discussions of future operations and
financial performance, as well as our strategy for growth, product development,
regulatory approvals, market position and expenditures. All statements which
address operating performance or events or developments that we expect or
anticipate will occur in the future -- including statements relating to volume
growth, sales and earnings per share growth and statements expressing views
about future operating results -- are forward-looking statements within the
meaning of the Act.

    Forward-looking statements are based on current expectations of future
events. The forward-looking statements are and will be based on management's
then current views and assumptions regarding future events and operating
performance, and speak only as of their dates. Investors should realize that if
underlying assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results could vary materially from our expectations and
projections. Investors are therefore cautioned not to place undue reliance on
any forward-looking statements. Furthermore, we undertake no obligation to
update or revise any forward-looking statements whether as a result of new
information, future events and developments or otherwise.

    The following are some important factors that could cause our actual results
to differ from our expectations in any forward-looking statements:

                                       3




<PAGE>

     Regional, national and foreign economic factors, including inflation and
     fluctuations in interest rates and foreign currency exchange rates and the
     potential effect of such fluctuations on revenues, expenses and resulting
     margins.

     Competitive product and pricing pressures and our ability to gain or
     maintain market share in the global market as a result of actions by
     competitors, including technological advances achieved and patents attained
     by competitors, particularly as patents on our products expire. While we
     believe our opportunities for sustained, profitable growth are
     considerable, actions of our competitors could impact our earnings, share
     of sales and volume growth.

     Changes in domestic and foreign healthcare resulting in pricing pressures,
     including the continued consolidation among healthcare providers, trends
     toward managed care and healthcare cost containment and government laws and
     regulations relating to sales and promotion, reimbursement and pricing
     generally.

     The effects, if any, of governmental and media activities relating to U.S.
     Congressional hearings regarding the business practices of group purchasing
     organizations, which negotiate product prices on behalf of their member
     hospitals with BD and other suppliers.

     Fluctuations in the cost and availability of raw materials and the ability
     to maintain favorable supplier arrangements and relationships.

     Our ability to obtain the anticipated benefits of any restructuring
     programs that we may undertake.

     Adoption of or changes in government laws and regulations affecting
     domestic and foreign operations, including those relating to trade,
     monetary and fiscal policies, taxation, environmental matters, sales
     practices, price controls, licensing and regulatory approval of new
     products, or changes in enforcement practices with respect to any such laws
     and regulations.

     The effects, if any, of the Severe Acute Respiratory Syndrome ('SARS')
     epidemic.

     Difficulties inherent in product development, including the potential
     inability to successfully continue technological innovation, complete
     clinical trials, obtain regulatory approvals in the United States and
     abroad, or gain and maintain market approval of products, and the
     possibility of encountering infringement claims by competitors with respect
     to patent or other intellectual property rights, all of which can preclude
     or delay commercialization of a product.

     Significant litigation adverse to BD, including product liability claims,
     patent infringement claims, and antitrust claims, as well as other risks
     and uncertainties detailed from time to time in our Securities and Exchange
     Commission filings.

     The effects, if any, of adverse media exposure or other publicity regarding
     BD's business, operations or allegations made or related to litigation
     pending against BD.

     Our ability to achieve earnings forecasts, which are generated based on
     projected volumes and sales of many product types, some of which are more
     profitable than others. There can be no assurance that we will achieve the
     projected level or mix of product sales.

     The effect of market fluctuations on the value of the assets in BD's
     pension plans and the possibility that BD may need to make additional
     contributions to the plans as a result of any decline in the value of such
     assets.

     Our ability to effect infrastructure enhancements and incorporate new
     systems technologies into our operations.

     Product efficacy or safety concerns resulting in product recalls,
     regulatory action on the part of the Food and Drug Administration (or
     foreign counterparts) or declining sales.

     Economic and political conditions in international markets, including civil
     unrest, governmental changes and restrictions on the ability to transfer
     capital across borders.

     Our ability to penetrate developing and emerging markets, which also
     depends on economic and political conditions, and our ability to
     successfully acquire or form strategic business alliances with local
     companies and make necessary infrastructure enhancements to production
     facilities, distribution networks, sales equipment and technology.

                                       4




<PAGE>

     The impact of business combinations, including acquisitions and
     divestitures, both internally for BD and externally, in the healthcare
     industry.

     Issuance of new or revised accounting standards by the American Institute
     of Certified Public Accountants, the Financial Accounting Standards Board,
     the Securities and Exchange Commission or the Public Company Accounting
     Oversight Board.

    The foregoing list sets forth many, but not all, of the factors that could
impact our ability to achieve results described in any forward-looking
statements. Investors should understand that it is not possible to predict or
identify all such factors and should not consider this list to be a complete
statement of all potential risks and uncertainties.

ITEM 2. PROPERTIES.

    BD's executive offices are located in Franklin Lakes, New Jersey. BD owns
and leases approximately 13,700,000 square feet of manufacturing, warehousing,
administrative and research facilities throughout the world. The U.S.
facilities, including Puerto Rico, comprise approximately 5,860,000 square feet
of owned and 2,270,000 square feet of leased space. The international facilities
comprise approximately 3,640,000 square feet of owned and 1,930,000 square feet
of leased space. Sales offices and distribution centers included in the total
square footage are also located throughout the world.

    Operations in each of BD's business segments are conducted at both U.S. and
international locations. Particularly in the international marketplace,
facilities often serve more than one business segment and are used for multiple
purposes, such as administrative/sales, manufacturing and/or
warehousing/distribution. BD generally seeks to own its manufacturing
facilities, although some are leased. Most of BD's administrative, sales and
warehousing/distribution facilities are leased.

    BD believes that its facilities are of good construction and in good
physical condition, are suitable and adequate for the operations conducted at
those facilities, and are, with minor exceptions, fully utilized and operating
at normal capacity.

    The U.S. facilities include facilities in Arizona, California, Colorado,
Connecticut, Georgia, Illinois, Indiana, Kentucky, Maryland, Massachusetts,
Michigan, Missouri, Nebraska, New Jersey, New York, North Carolina, South
Carolina, Tennessee, Texas, Utah, Virginia, Wisconsin and Puerto Rico.

    The international facilities are grouped as follows:

         -- Canada includes approximately 120,000 square feet of leased space.

         -- Europe and Eastern Europe, Middle East and Africa include facilities
    in Austria, Belgium, Denmark, Egypt, England, Finland, France, Germany,
    Greece, Hungary, Ireland, Italy, the Netherlands, Poland, Russia, South
    Africa, Spain, Sweden, Switzerland, Turkey and the United Arab Emirates, and
    are comprised of approximately 1,750,000 square feet of owned and 870,000
    square feet of leased space.

         -- Latin America includes facilities in Argentina, Bolivia, Brazil,
    Chile, Colombia, Guatemala, Mexico, Panama, Paraguay, Peru, Uruguay and
    Venezuela, and is comprised of approximately 780,000 square feet of owned
    and 620,000 square feet of leased space.

         -- Asia Pacific includes facilities in Australia, China, Hong Kong,
    India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, the Philippines,
    Singapore, South Korea, Taiwan, Thailand and Vietnam, and is comprised of
    approximately 1,110,000 square feet of owned and 320,000 square feet of
    leased space.

    The table below summarizes property information by business segment:

                                       5




<PAGE>


<Table>
<Caption>
          CATEGORY            CORPORATE   BIOSCIENCES    MEDICAL    DIAGNOSTICS   MIXED(A)      TOTAL
          --------            ---------   -----------    -------    -----------   --------      -----
<S>                           <C>         <C>           <C>         <C>           <C>         <C>
Leased
    Sites...................          2           18          108            4           27          159
    Square feet.............     10,000      427,000    1,892,000      158,000    1,712,000    4,199,000
    Manufacturing square
      footage...............          0       73,000      311,000       25,000            0      409,000
    Manufacturing sites.....          0            2            6            2            0           10
Owned
    Sites...................          2            4           26           11            6           49
    Square feet.............    431,000      613,000    5,076,000    2,142,000    1,237,000    9,499,000
    Manufacturing square
      footage...............          0      265,000    3,094,000    1,261,000      252,000    4,872,000
    Manufacturing sites.....          0            4           25           11            2           42
Total
    Sites...................          4           22          134           15           33          208
    Square feet.............    441,000    1,040,000    6,968,000    2,300,000    2,949,000   13,698,000
    Manufacturing square
      footage...............          0      338,000    3,405,000    1,286,000      252,000    5,281,000
    Manufacturing sites.....          0            6           31           13            2           52
</Table>

- ---------

 (A) Facilities used by all business segments.

ITEM 3. LEGAL PROCEEDINGS.

Litigation -- Other than Environmental

    In 1986, we acquired a business that manufactured, among other things, latex
surgical gloves. In 1995, we divested this glove business. We, along with a
number of other manufacturers, have been named as a defendant in approximately
524 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, New Jersey and
New York. Generally, these actions allege that medical personnel have suffered
allergic reactions ranging from skin irritation to anaphylaxis as a result of
exposure to medical gloves containing natural rubber latex. Since the inception
of this litigation, 377 of these cases have been closed with no liability to BD
(313 of which were closed with prejudice), and 28 cases have been settled for an
aggregate de minimis amount. We are vigorously defending these remaining
lawsuits.

    We, along with another manufacturer and several medical product
distributors, are named as a defendant in four product liability lawsuits
relating to healthcare workers who allegedly sustained accidental needlesticks,
but have not become infected with any disease. Generally, the remaining actions
allege that healthcare workers have sustained needlesticks using hollow-bore
needle devices manufactured by BD and, as a result, require medical testing,
counseling and/or treatment. Several actions additionally allege that the
healthcare workers have sustained mental anguish. Plaintiffs seek money damages
in all of these actions. We had previously been named as a defendant in seven
similar suits relating to healthcare workers who allegedly sustained accidental
needlesticks, each of which has either been dismissed with prejudice or
voluntarily withdrawn. Regarding the four pending suits:

     In Ohio, Grant vs. Becton Dickinson et al. (Case No. 98CVB075616, Franklin
     County Court), which was filed on July 22, 1998, the Court of Appeals, by
     order dated June 3, 2003, reversed the trial court's granting of class
     certification and remanded the case for a determination of whether the
     class can be redefined, or the action should be dismissed.

     In Illinois, McCaster vs. Becton Dickinson et al. (Case No. 98L09478, Cook
     County Circuit Court), which was filed on August 13, 1998, the court issued
     an order on November 22, 2002 denying plaintiff's renewed motion for class
     certification. The plaintiff has voluntarily dismissed the action without
     prejudice and with leave to refile within one year.

     In Oklahoma and South Carolina, cases have been filed on behalf of an
     unspecified number of healthcare workers seeking class action certification
     under the laws of these states -- in state court in Oklahoma, under the
     caption Palmer vs. Becton Dickinson et al. (Case No. CJ-98-685, Sequoyah
     County District

                                       6




<PAGE>

     Court), filed on October 27, 1998, and in state court in South Carolina,
     under the caption Bales vs. Becton Dickinson et al. (Case No.
     98-CP-40-4343, Richland County Court of Common Pleas), filed on November
     25, 1998.

    We continue to oppose class action certification in these cases and will
continue vigorously to defend these lawsuits, including pursuing all appropriate
rights of appeal.

    BD has insurance policies in place, and believes that a substantial portion
of the potential liability, if any, in the latex and class action matters would
be covered by insurance. In order to protect our rights to additional coverage,
we filed an action for declaratory judgment under the caption Becton Dickinson
and Company vs. Adriatic Insurance Company et al. (Docket No. MID-L-3649-99MT,
Middlesex County Superior Court) in New Jersey state court. We have withdrawn
this action, with the right to refile, so that settlement discussions with the
insurance companies may proceed. We have established reserves to cover
reasonably anticipated legal defense costs in all product liability lawsuits,
including the needlestick class action and latex matters. With regard to the
latex matters, we recorded special charges in 2000 and 1998 of $20 million and
$12 million, respectively. Based on a review of available information at that
time, these charges were recorded to reflect the minimum amount within the then
most probable range of current estimates of litigation defense costs. We do not
anticipate incurring significant one-time charges, similar to 2000 and 1998,
relating to the latex matters in future years.

    On November 6, 2003, a class action complaint was filed against the Company
in the Supreme Court of British Columbia under the caption Danielle Cardozo, by
her litigation guardian Darlene Cardozo v. Becton, Dickinson and Company (Civil
Action No. S83059) alleging personal injury to all persons in British Columbia
that received test results generated by the BD ProbeTec ET instrument.
Plaintiffs seek money damages in an as yet undisclosed amount. We are assessing
this action, and intend to vigorously defend this matter.

    On January 17, 2003, Retractable Technologies, Inc. ('plaintiff') filed a
third amended complaint against BD, another manufacturer, and two group
purchasing organizations ('GPOs') under the caption Retractable Technologies,
Inc. vs. Becton Dickinson and Company, et al. (Civil Action No. 501 CV 036,
United States District Court, Eastern District of Texas). Plaintiff alleges that
BD and other defendants conspired to exclude it from the market and to maintain
BD's market share by entering into long-term contracts in violation of state and
Federal antitrust laws. Plaintiff also has asserted claims for business
disparagement, common law conspiracy, and tortious interference with business
relationships. Plaintiff seeks money damages in an as yet undisclosed amount. On
October 6, 2003, BD filed a motion for summary judgment. Argument of that motion
was heard on December 11, 2003, and a trial date has been set for February 3,
2004. We continue to vigorously defend this matter.

    We also are involved both as a plaintiff and a defendant in other legal
proceedings and claims that arise in the ordinary course of business.

    We currently are engaged in discovery or are otherwise in the early stages
with respect to certain of the litigation to which we are a party, and
therefore, it is difficult to predict the outcome of such litigation. In
addition, given the uncertain nature of litigation generally and of the current
litigation environment, it is difficult to predict the outcome of any litigation
regardless of its stage. A number of the cases pending against BD present
complex factual and legal issues and are subject to a number of variables,
including, but not limited to, the facts and circumstances of each particular
case, the jurisdiction in which each suit is brought, and differences in
applicable law. As a result, we are not able to estimate the amount or range of
loss that could result from an unfavorable outcome of such matters. In
accordance with generally accepted accounting principles, we establish reserves
to the extent probable future losses are estimable. While we believe that the
claims against BD are without merit and, upon resolution, should not have a
material adverse effect on BD, in view of the uncertainties discussed above, we
could incur charges in excess of currently established reserves and, to the
extent available, excess liability insurance. Accordingly, in the opinion of
management, any such future charges, individually or in the aggregate, could
have a material adverse effect on BD's consolidated results of operations and
consolidated net cash flows in the period or periods in which they are recorded
or paid. We continue to believe that we have a number of valid defenses to each
of the suits pending against BD and are engaged in a vigorous defense of each of
these matters.

Environmental Matters

    We are also a party to a number of Federal proceedings in the United States
brought under the Comprehensive Environment Response, Compensation and Liability
Act, also known as 'Superfund,' and

                                       7




<PAGE>

similar state laws. For all sites, there are other potentially responsible
parties that may be jointly or severally liable to pay all cleanup costs. We
accrue costs for estimated environmental liabilities based upon our best
estimate within the range of probable losses, without considering possible
third-party recoveries. While we believe that, upon resolution of such matters,
the claims against BD should not have a material adverse effect on BD, we could
incur charges in excess of presently established reserves and, to the extent
available, excess liability insurance. Accordingly, in the opinion of
management, any such future charges, individually or in the aggregate, could
have a material adverse effect on BD's consolidated results of operations and
consolidated net cash flows in the period or periods in which they are recorded
or paid.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT (AS OF DECEMBER 1, 2003)

    The following is a list of the executive officers of BD, their ages and all
positions and offices held by each of them during the past five years. There is
no family relationship between any of the named persons.

<Table>
<Caption>
NAME                             AGE                            POSITION
- ----                             ---                            --------
<S>                              <C>   <C>
Edward J. Ludwig...............  52    Director since 1999; Chairman, President and Chief
                                       Executive Officer since February 2002; President and Chief
                                       Executive Officer from January 2000 to February 2002;
                                       President from May 1999 to January 2000; Executive Vice
                                       President from July 1998 to May 1999; and prior thereto,
                                       Senior Vice President -- Finance and Chief Financial
                                       Officer.

Gary M. Cohen..................  44    President -- BD Medical since May 1999; Executive Vice
                                       President from July 1998 to May 1999; and
                                       President -- Becton Dickinson Europe and Worldwide Sample
                                       Collection from October 1997 to June 1998.

John R. Considine..............  53    Executive Vice President and Chief Financial Officer since
                                       June 2000; Senior Vice President, Finance of Wyeth
                                       (formerly American Home Products Corporation) from
                                       February to June 2000; and prior thereto, Vice President,
                                       Finance of Wyeth.

Jean-Marc Dageville............  44    Vice President -- Human Resources since March 2001; prior
                                       thereto, Vice President -- Human Resources, BD Medical
                                       Systems; Vice President -- Human Resources, Europe from
                                       1998 to 2000; and prior thereto HR Director, Europe for
                                       certain portions of the Medical and Diagnostics segments.

Vincent A. Forlenza............  50    President -- BD Biosciences since March 2003; Senior Vice
                                       President -- Technology, Strategy and Development from
                                       February 1999 to March 2003; and prior thereto,
                                       President -- Worldwide Microbiology Systems.

William A. Kozy................  51    President -- BD Diagnostics since November 2003,
                                       President -- BD Clinical Laboratory Solutions and Company
                                       Operations from May 2002 to November 2003; Senior Vice
                                       President -- Company Operations from November 2000 to May
                                       2002; and Senior Vice President -- Manufacturing from
                                       October 1998 to November 2000.
</Table>

                                       8





<PAGE>

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

    BD's common stock is listed on the New York Stock Exchange. As of
November 30, 2003 there were approximately 9,801 shareholders of record. The
balance of the information required by this item appears under the caption
'Common Stock Prices and Dividends' on page 56 of BD's 2003 Annual Report and is
incorporated herein by reference as part of Exhibit 13.

ITEM 6. SELECTED FINANCIAL DATA.

    The information required by this item is included under the caption
'Ten-Year Summary of Selected Financial Data' on pages 22-23 of BD's 2003 Annual
Report and is incorporated herein by reference as part of Exhibit 13.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

    The information required by this item is included in the text contained
under the caption 'Financial Review' on pages 24-32 of BD's 2003 Annual Report
and is incorporated herein by reference as part of Exhibit 13.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

    The information required by this item is included in the text contained on
pages 25-26 of the 'Financial Review' section of BD's 2003 Annual Report, and in
notes 1 and 10 to the consolidated financial statements contained in BD's 2003
Annual Report, and each is incorporated herein by reference as part of
Exhibit 13.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    The information required by this item is included on page 14 herein and on
pages 33-55 of BD's 2003 Annual Report and is incorporated herein by reference
as part of Exhibit 13.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

    Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

    An evaluation was carried out by BD's management, with the participation of
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of BD's disclosure controls and procedures (as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of
September 30, 2003. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the design and operation of these
disclosure controls and procedures were, as of the end of the period covered by
this report, effective and designed to ensure that material information relating
to BD and its consolidated subsidiaries would be made known to them by others
within these entities. There were no changes in our internal control over
financial reporting during the fiscal quarter ended September 30, 2003
identified in connection with the above-referenced evaluation that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    The information relating to directors required by this item will be
contained under the captions 'Board of Directors', 'Election of Directors',
'Nominees for Director' and 'Continuing Directors' in a definitive Proxy
Statement involving the election of directors which the registrant will file
with the Securities and Exchange

                                       9




<PAGE>

Commission not later than 120 days after September 30, 2003 (the 'Proxy
Statement'), and such information is incorporated herein by reference.

    The information relating to executive officers required by this item is
included herein in Part I under the caption 'Executive Officers of the
Registrant'.

    Certain other information required by this item will be contained under the
captions 'Section 16(a) Beneficial Ownership Reporting Compliance' and
'Corporate Governance -- Business Conduct and Compliance Guide' in BD's Proxy
Statement, and such information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

    The information required by this item will be contained under the captions
'Board of Directors' and 'Executive Compensation' and 'Compensation of Named
Executives' in BD's Proxy Statement, and such information is incorporated herein
by reference.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
        RELATED STOCKHOLDER MATTERS.

    The information required by this item will be contained under the captions
'Equity Compensation Plan Information' and 'Share Ownership of Management and
Certain Beneficial Owners' in BD's Proxy Statement, and such information is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Not applicable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

    The information required by this item will be contained under the caption
'Proposal 2. Selection of Independent Auditor' in BD's Proxy Statement, and such
information is incorporated herein by reference.

                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) Financial Statements

    The following consolidated financial statements of BD included in BD's 2003
Annual Report at the pages indicated in parentheses, are incorporated by
reference in Item 8 hereof:

     Report of Independent Auditors (page 33)

     Consolidated Statements of Income -- Years ended September 30, 2003, 2002
     and 2001 (page 34)

     Consolidated Statements of Comprehensive Income -- Years ended
     September 30, 2003, 2002 and 2001 (page 35)

     Consolidated Balance Sheets -- September 30, 2003 and 2002 (page 36)

     Consolidated Statements of Cash Flows -- Years ended September 30, 2003,
     2002 and 2001 (page 37)

     Notes to Consolidated Financial Statements (pages 38-55)

(a)(2) Financial Statement Schedules

    The following consolidated financial statement schedule of BD is included
herein at the page indicated in parentheses:

        Schedule II -- Valuation and Qualifying Accounts (page 14)

    All other schedules for which provision is made in the applicable accounting
regulations of the Securities Exchange Act of 1934 are not required under the
related instructions or are inapplicable, and therefore have been omitted.

                                       10




<PAGE>

(a)(3) Exhibits

    See Exhibit Index on pages 15-18 hereof for a list of all management
contracts, compensatory plans and arrangements required by this item (Exhibit
Nos. 10(a)(i) through 10(p)), and all other Exhibits filed or incorporated by
reference as a part of this report.

(b) Reports on Form 8-K

    During the three-month period ended September 30, 2003, BD filed the
following Current Reports on Form 8-K:

    (1) On July 22, 2003, BD announced the declaration of a quarterly dividend.

    (2) On July 31, 2003, BD filed its By-laws, as amended effective August 5,
        2003.

    During the three-month period ended September 30, 2003, BD also furnished
information in connection with the following Current Reports on Form 8-K:

    (1) On July 23, 2003, BD announced a voluntary product recall.

    (2) On July 24, 2003, BD announced its results for the third fiscal quarter
        ended June 30, 2003.

    (3) On August 25, 2003, BD provided information regarding a voluntary
        product recall.

                                       11






<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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

                                          By:        /s/ DEAN J. PARANICAS
                                              ..................................
                                                      DEAN J. PARANICAS
                                             VICE PRESIDENT, CORPORATE SECRETARY
                                                      AND PUBLIC POLICY

Dated: December 23, 2003

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 23rd day of December, 2003 by the following
persons on behalf of the registrant and in the capacities indicated.

<Table>
<Caption>
                   NAME                                    CAPACITY
                   ----                                    --------
<S>                                          <C>
           /s/ EDWARD J. LUDWIG                    Chairman, President and
............................................        Chief Executive Officer
            (EDWARD J. LUDWIG)                  (Principal Executive Officer)


          /s/ JOHN R. CONSIDINE                  Executive Vice President and
 .........................................         Chief Financial Officer
           (JOHN R. CONSIDINE)                  (Principal Financial Officer)

           /s/ WILLIAM A. TOZZI                 Vice President and Controller
 .........................................      (Principal Accounting Officer)
            (WILLIAM A. TOZZI)

         /s/ HARRY N. BEATY, M.D.                          Director
 .........................................
          (HARRY N. BEATY, M.D.)

         /s/ HENRY P. BECTON, JR.                          Director
 .........................................
          (HENRY P. BECTON, JR.)

          /s/ EDWARD F. DEGRAAN                            Director
 .........................................
           (EDWARD F. DEGRAAN)

            /s/ FRANK A. OLSON                             Director
 .........................................
             (FRANK A. OLSON)

             /s/ JAMES F. ORR                              Director
 .........................................
              (JAMES F. ORR)

       /s/ WILLARD J. OVERLOCK, JR.                        Director
 .........................................
        (WILLARD J. OVERLOCK, JR.)

          /s/ JAMES E. PERRELLA                            Director
 .........................................
           (JAMES E. PERRELLA)
</Table>

                                       12




<PAGE>


<Table>
<Caption>
                   NAME                                    CAPACITY
                   ----                                    --------
<S>                                         <C>

           /s/ BERTRAM L. SCOTT                            Director
 .........................................
            (BERTRAM L. SCOTT)

            /s/ ALFRED SOMMER                              Director
 .........................................
             (ALFRED SOMMER)

         /s/ MARGARETHA AF UGGLAS                          Director
 .........................................
          (MARGARETHA AF UGGLAS)
</Table>

                                       13





<PAGE>

                                                                     SCHEDULE II

                         BECTON, DICKINSON AND COMPANY
                       VALUATION AND QUALIFYING ACCOUNTS
                 YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                     COL. A                         COL. B       COL. C       COL. D         COL. E
- -----------------------------------------------------------------------------------------------------
                                                               ADDITIONS
                                                  BALANCE AT   CHARGED TO                  BALANCE AT
                                                  BEGINNING    COSTS AND                    END OF
                  DESCRIPTION                     OF PERIOD    EXPENSES     DEDUCTIONS      PERIOD
- ------------------------------------------------  ----------   ----------   ----------     ----------
<S>   <C>                                         <C>          <C>          <C>            <C>
2003
      Against trade receivables:
          For doubtful accounts.................   $27,511      $ 8,249      $ 2,921(A)     $32,839
          For cash discounts....................    10,508       27,273       23,460         14,321
                                                   -------      -------      -------        -------
              Total.............................   $38,019      $35,522      $26,381        $47,160
                                                   -------      -------      -------        -------
                                                   -------      -------      -------        -------

2002
      Against trade receivables:
          For doubtful accounts.................   $29,748      $ 3,354      $ 5,591(A)     $27,511
          For cash discounts....................    12,544       22,596       24,632         10,508
                                                   -------      -------      -------        -------
              Total.............................   $42,292      $25,950      $30,223        $38,019
                                                   -------      -------      -------        -------
                                                   -------      -------      -------        -------

2001
      Against trade receivables:
          For doubtful accounts.................   $32,986      $ 7,063      $10,301(A)     $29,748
          For cash discounts....................    10,656       27,201       25,313         12,544
                                                   -------      -------      -------        -------
              Total.............................   $43,642      $34,264      $35,614        $42,292
                                                   -------      -------      -------        -------
                                                   -------      -------      -------        -------
</Table>

- ---------

 (A) Accounts written off.

                                       14






<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
  EXHIBIT
  NUMBER                      DESCRIPTION                                       METHOD OF FILING
  ------                      -----------                                      ----------------
<S>              <C>                                                <C>
3(a)(i)          Restated Certificate of Incorporation, as          Incorporated by reference to Exhibit 3(a) to
                 amended January 22, 1990                           the registrant's Annual Report on Form 10-K
                                                                    for fiscal year ended September 30, 1990

3(a)(ii)         Amendment to the Restated Certificate of           Incorporated by reference to Exhibit 3(a) to
                 Incorporation, as of August 5, 1996                the registrant's Quarterly Report on
                                                                    Form 10-Q for the period ended June 30,
                                                                    1996

3(a)(iii)        Amendment to the Restated Certificate of           Incorporated by reference to Exhibit 3(b) to
                 Incorporation, as of August 10, 1998               the registrant's Quarterly Report on
                                                                    Form 10-Q for the period ended June 30,
                                                                    1998

3(b)             By-Laws, as amended and restated as of             Incorporated by reference to Exhibit 3(b) to
                 August 5, 2003                                     the Registrant's Form 8-K filed on July 31,
                                                                    2003

4(a)             Indenture, dated as of December 1, 1982            Incorporated by reference to Exhibit 4 to
                 between the registrant and, Manufacturers          Registration Statement No. 2-80707 on
                 Hanover Trust Company                              Form S-3 filed by the registrant

4(b)             First Supplemental Indenture, dated as of          Incorporated by reference to Exhibit 4(b) to
                 May 15, 1986, between the registrant and           Registration Statement No. 33-5663 on
                 Manufacturers Hanover Trust Company (now           Form S-3 filed by the registrant
                 JPMorgan Chase Bank)

4(c)             Second Supplemental Indenture, dated as           Incorporated by reference to Exhibit 4(c) to
                 of January 10, 1995, between the                  Form 8-K filed by the registrant on
                 registrant and Manufacturers Hanover              January 12, 1995
                 Trust Company) (now JPMorgan Chase Bank)

4(d)             Indenture, dated as of March 1, 1997,             Incorporated by reference to Exhibit 4(a) to
                 between the registrant and The Chase              Form 8-K filed by the registrant on
                 Manhattan Bank (now JPMorgan Chase Bank)          July 31, 1997 (the registrant hereby agrees
                                                                   to furnish to the Commission upon request a
                                                                   copy of any other instruments which define
                                                                   the rights of holders of long-term debt of
                                                                   the registrant)

4(e)(i)          Rights Agreement, dated November 28,              Incorporated by reference to Exhibit 4(e)(i)
                 1995, as amended and restated as of               to the registrant's Quarterly Report on
                 March 28, 2000, between the registrant            Form 10-Q for the period ended March 31,
                 and EquiServe Trust Company, N.A., which          2000
                 includes as thereto, the Form of Right
                 Certificate, and as Exhibit B thereto,
                 the Summary of Rights to Purchase
                 Preferred Stock (the 'Amended and
                 Restated Rights Agreement')

4(e)(ii)         Amendment No. 1 to the Amended and                Incorporated by reference to Exhibit
                 Restated Rights Agreement, dated as of            4(e)(ii) to the registrant's Quarterly
                 April 24, 2000                                    Report on Form 10-Q for the period ended
                                                                   March 31, 2000
</Table>

                                       15




<PAGE>


<Table>
<Caption>
  EXHIBIT
  NUMBER                      DESCRIPTION                           METHOD OF FILING
  ------                      -----------                           ----------------
<S>              <C>                                     <C>
 10(a)(i)        Form of Employment Agreement providing     Incorporated by reference to Exhibit
                 for certain payments to Executive          10(b)(i) to the registrant's Quarterly
                 Officers in the event of a discharge       Report on Form 10-Q for the period
                 or significant change in such              ended March 31, 2000
                 officers' respective duties after a
                 change of control of the registrant

10(a)(ii)        Form of Employment Agreement providing     Incorporated by reference to Exhibit
                 for certain payments to Corporate          10(b)(ii) to the registrant's
                 Officers in the event of a discharge       Quarterly Report on Form 10-Q for the
                 or significant change in such              period ended March 31, 2000
                 officers' respective duties after a
                 change of control of the registrant

10(b)(i)         Form of Split Dollar Agreement and         Incorporated by reference to Exhibit
                 related Collateral Assignment covering     10(e) to the registrant's Annual
                 the providing to certain corporate         Report on Form 10-K for the fiscal
                 officers of a life insurance policy in     year ended September 30, 1987
                 an amount equal to two times base
                 salary in lieu of full participation
                 in the registrant's group life
                 insurance program

10(b)(ii)        Form of Endorsement Method Split           Incorporated by reference to Exhibit
                 Agreement covering the providing to        10(c)(ii) to the registrant's Annual
                 certain corporate officers of a life       Report on Form 10-K for the fiscal
                 insurance policy in an amount equal to     year ended September 30, 1999
                 two times base salary in lieu of full
                 participation in the registrant's
                 group life insurance program

10(c)            Stock Award Plan, as amended and           Filed with this report
                 restated as of November 24, 2003

10(d)            Performance Incentive Plan, as amended     Filed with this report
                 and restated November 24, 2003

10(e)            Deferred Compensation Plan, as amended     Incorporated by reference to Exhibit
                 and restated November 1, 2001              10(f) to the registrant's Annual
                                                            Report on Form 10-K for the fiscal
                                                            year ended September 30, 1992

10(f)            1996 Directors' Deferral Plan, as          Filed with this report
                 amended as of November 24, 2003

10(g)(i)         1990 Stock Option Plan, as amended and     Incorporated by reference to Exhibit
                 restated February 8, 1994                  10(i) to the registrant's Annual
                                                            Report on Form 10-K for the fiscal
                                                            year ended September 30, 1994

10(g)(ii)        Amendment dated as of April 24, 2000       Incorporated by reference to Exhibit
                 to the 1990 Stock Option Plan, as          10(h) to the registrant's Quarterly
                 amended and restated February 8, 1994      Report on Form 10-K for the period
                                                            ended June 30, 2000

10(h)(i)         Retirement Benefit Restoration Plan,       Incorporated by reference to Exhibit
                 as amended and restated as of              10(i)(i) to the registrant's Annual
                 November 27, 2000                          Report on Form 10-K for the fiscal
                                                            year ended September 30, 2000

10(h)(ii)        Amendment to the Retirement Benefit        Incorporated by reference to Exhibit
                 Restoration Plan dated October 16,         10(i)(ii) to the registrant's Annual
                 2001                                       Report on Form 10-K for the fiscal
                                                            year ended September 30, 2001
</Table>

                                       16




<PAGE>


<Table>
<Caption>
  EXHIBIT
  NUMBER                      DESCRIPTION                           METHOD OF FILING
  ------                      -----------                           ----------------
<S>              <C>                                     <C>
10(h)(iii)       Employee Participation Agreement dated    Incorporated by reference to Exhibit
                 November 27, 2000 between the             10(i)(iii) to the registrant's Annual
                 registrant and John R. Considine          Report on Form 10-K for the period
                                                           ended September 30, 2000

10(h)(iv)        Agreement dated December 18, 2000         Incorporated by reference to Exhibit
                 between the registrant and John R.        10(i)(iv) to the registrant's Annual
                 Considine                                 Report on Form 10-K for the period
                                                           ended September 30, 2000

10(i)(i)         1994 Restricted Stock Plan for Non-       Incorporated by reference to Exhibit A
                 Employee Directors                        to the registrant's Proxy Statement
                                                           dated January 5, 1994

10(i)(ii)        Amendment to the 1994 Restricted Stock    Incorporated by reference to Exhibit
                 Plan for Non-Employee Directors as of     10(j)(ii) to the registrant's Annual
                 November 26, 1996                         Report on Form 10-K for the fiscal
                                                           year ended September 30, 1996

10(j)(i)         1995 Stock Option Plan, as amended and    Incorporated by reference to Exhibit
                 restated January 27, 1998                 10(k) to the registrant's Annual
                                                           Report on Form 10-K for the fiscal
                                                           year ended September 30, 1998

10(j)(ii)        Amendments dated as of April 24, 2000     Incorporated by reference to Exhibit
                 to the 1995 Stock Option Plan, as         10(k) to the registrant's Quarterly
                 amended and restated January 27, 1998     Report on Form 10-Q for the period
                                                           ended June 30, 2000

10(k)(i)         1998 Stock Option Plan                    Incorporated by reference to
                                                           Exhibit 10.1 to the registrant's
                                                           Quarterly Report on Form 10-Q/A for
                                                           the period ended March 31, 1998

10(k)(ii)        Amendments dated as of April 24, 2000     Incorporated by reference to Exhibit
                 to the 1998 Stock Option Plan             10(l) to the registrant's Quarterly
                                                           Report on Form 10-Q for the period
                                                           ended June 30, 2000

10(l)            Australian, French and Spanish addenda    Incorporated by reference to Exhibit
                 to the Becton, Dickinson and Company      10(m) to the registrant's Annual
                 Stock Option Plans                        Report on Form 10-K for the fiscal
                                                           year ended September 30, 1998

10(m)            Indian addendum to the Becton,            Incorporated by reference to Exhibit
                 Dickinson and Company Stock Option        10(n) to registrant's Annual Report on
                 Plans                                     Form 10-K for the fiscal year ended
                                                           September 30, 1999

10(n)            China and Japan addenda to Becton,        Incorporated by reference to Exhibit
                 Dickinson and Company Stock Option        10(n)(i) to registrant's Annual Report
                 Plans                                     on Form 10-K for the fiscal year ended
                                                           September 30, 2002

10(o)(i)         Non-Employee Directors 2000 Stock         Incorporated by reference to Exhibit
                 Option Plan                               10(o) to the registrant's Quarterly
                                                           Report on Form 10-Q for the period
                                                           ended March 31, 2000

10(o)(ii)        Amendments dated as of April 24, 2000     Incorporated by reference to Exhibit
                 to the Non-Employee Directors 2000        10(o) to the registrant's Quarterly
                 Stock Option Plan                         Report on Form 10-Q for the period
                                                           ended June 30, 2000
</Table>

                                       17




<PAGE>


<Table>
<Caption>
  EXHIBIT
  NUMBER                      DESCRIPTION                           METHOD OF FILING
  ------                      -----------                           ----------------
<S>              <C>                                         <C>
 10(p)           2002 Stock Option Plan                      Incorporated by reference to
                                                             Appendix A to the registrant's Proxy
                                                             Statement dated January 2, 2002

 13              Portions of the registrant's Annual         Filed with this report
                 Report to Shareholders for fiscal year
                 2003

18               Letter re: Change in Accounting             Filed with this report
                 Principle

21               Subsidiaries of the registrant              Filed with this report

23               Consent of independent auditors             Filed with this report

31               Certifications of Chief Executive           Filed with this report
                 Officer and Chief Financial Officer,
                 pursuant to SEC Rule 13(a)-14(a)

32               Certifications of Chief Executive           Filed with this report
                 Officer and Chief Financial Officer,
                 pursuant to Section 1350 of
                 Chapter 63 of Title 18 of the U.S.
                 Code
</Table>

                              -------------------
    Copies of any Exhibits not accompanying this Form 10-K are available at a
charge of 25 cents per page by contacting: Investor Relations, Becton, Dickinson
and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, Phone:
1-800-284-6845.

                                       18





                          STATEMENT OF DIFFERENCES
                          ------------------------

 The registered trademark symbol shall be expressed as.................. 'r'





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10c.txt
<DESCRIPTION>EXHIBIT 10(C)
<TEXT>

<PAGE>


                          BECTON, DICKINSON AND COMPANY

                                STOCK AWARD PLAN

                 AS AMENDED AND RESTATED AS OF NOVEMBER 24, 2003

                             1. Purpose of the Plan

     The purposes of this Stock Award Plan (hereinafter the "Plan") of Becton,
Dickinson and Company (hereinafter the "Company") are as follows:

          (a) To further the Company's growth, development and financial success
     by providing additional incentives to Key Employees of the Company and its
     subsidiaries who have been or will be given responsibility for the
     management or administration of the business affairs of the Company and its
     subsidiaries by providing them the opportunity to become owners of capital
     stock of the Company and thus to benefit directly from its growth,
     development and financial success.

          (b) To enable the Company and its subsidiaries to obtain and retain
     the services of the type of key professional, technical and managerial
     employees considered essential to the long range success of the Company by
     providing them an opportunity to become owners of capital stock of the
     Company.

                          2. Shares Subject to the Plan

          (a) There are hereby authorized and reserved for issuance in
     satisfaction of Awards to be granted from time to time under the Plan an
     aggregate of 3,810,000 shares of the Company's Common Stock, par value
     $1.00 per share (after giving effect to the two-for-one stock splits of the
     Company's Common Stock in 1996 and 1998). Shares delivered under the Plan
     may be authorized but unissued shares or shares which have been previously
     issued and reacquired by the Company, and when issued shall be fully paid
     and nonassessable. Shares subject to Awards granted under the Plan but not
     issued or delivered due to any such Awards terminating or expiring for any
     reason shall thereafter be available for further Awards under the Plan.

          (b) No Award granted under this Plan shall by its terms, or otherwise,
     be transferable by the recipient of the Award (hereinafter "Grantee").




<PAGE>


                          3. Administration of the Plan

     The Plan shall be administered by the Compensation and Benefits Committee
of the Board of Directors of the Company or such other committee as may be
designated by the Board (the "Committee"). Subject to the express provisions of
Paragraph 6 of the Plan with respect to eligibility, the Committee shall consult
with the management of the Company but shall have plenary authority, in its
discretion, to determine the individuals to whom awards shall be granted and the
number of shares to be subject to each Award. In making such determinations, the
Committee shall take into account the nature of the services rendered or
expected to be rendered by the respective employees, their present and potential
contributions to the Company's success and the anticipated number of years of
effective service remaining, and may take into account such other factors as the
Committee in its discretion shall deem relevant. Subject to the express
provisions of the Plan, the Committee shall also have plenary authority to
interpret the Plan and the Awards granted under the Plan, to establish, amend
and rescind rules and regulations as it deems necessary to the proper
administration of the Plan, and to make all other determinations necessary or
advisable for its administration. All Awards granted under the Plan shall
contain such terms and conditions not inconsistent with the Plan as shall be
determined by the Committee. The determinations of the Committee on the matters
referred to in this paragraph shall be conclusive and binding on all parties.

                                4. The Committee

     The Committee shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all the members shall
be fully as effective as if it had been made by a majority vote at a meeting
duly called and held. The Committee may make such rules and regulations for the
conduct of its business as it shall deem advisable. No member or former member
of the Committee shall be liable, in the absence of bad faith or misconduct, for
any act or omission with respect to his service on the Committee. Service on the
Committee shall constitute service as a Director of the Company so that members
of the Committee shall be entitled to indemnification and reimbursement as
Directors of the Company pursuant to law, its Certificate of Incorporation or
under any by-law, agreement, vote of shareholders or otherwise.


                                       2




<PAGE>


                              5. Granting of Awards

     The Committee shall from time to time:

          (a) Determine which employees are "Key Employees" and select from
     among the eligible Key Employees (including those to whom Awards may have
     been previously granted under the Plan) those who shall be granted Awards;
     and

          (b) Determine the number of shares to be granted to said selected Key
     Employees; and

          (c) Determine the terms and conditions of said Awards, consistent with
     the Plan.

     Upon selection of a Key Employee to be granted an Award, the Committee
shall instruct the Secretary of the Company to issue the Award, and may impose
such conditions on the grant of the Award as it deems appropriate (including
without limitation, mandatory deferrals of distributions under such Award),
consistent with the Plan.

     The effective date of the grant of an Award (hereinafter "Granting Date")
shall be the date upon which the Committee makes a determination with respect to
the granting of an Award.

                                 6. Participants

     Awards may be granted only to employees (which term shall be deemed to
include officers) of the Company or any present or future subsidiary (meaning
any corporation or organization more than 50% of the voting shares of which are
owned, directly or indirectly, by the Company) who, in the opinion of the
Committee, exercise such functions or discharge such responsibilities that they
merit consideration as "Key Employees". Awards may be granted to eligible Key
Employees whether or not they hold or have held Awards previously granted under
the Plan.

     No member of the Committee shall be eligible to participate under this Plan
while serving as a member of the Committee.


                                       3




<PAGE>


                                7. Terms of Award

     An Award shall consist of two portions: a current portion and a deferred
portion. A minimum of twenty-five percent (25%) of the total number of shares of
each Award shall constitute the deferred portion.

     Except as otherwise provided in Paragraph 11 hereof and subject to any
terms and conditions established by the Committee for the distribution of such
shares, sixty percent (60%) of the shares in the current portion of each Award
shall become available to the Grantee on the third anniversary of the Granting
Date and the remaining forty percent (40%) of such shares shall become available
in two equal (or as near equal as full shares permit) annual installments
commencing with the fourth anniversary of the Granting Date.

     Pursuant to Paragraph 5 hereof, the Committee may, in connection with the
granting of an Award, place such terms and conditions on the distribution of the
shares subject thereto (including without limitation, mandatory deferrals of
distributions and conditions based on the operating performance of the Company)
as the Committee deems appropriate.

     The shares in the deferred portion of each Award will be credited to a
separate account maintained for each Grantee, and, except as otherwise provided
in Paragraph 11 hereof, shall become available to the Grantee in five equal (or
as near equal as full shares permit) annual installments commencing on the
January 1st next following the happening of the first of the following events:
retirement, involuntary separation, or discharge for other than cause.

     A Grantee who voluntarily resigns or is discharged for cause automatically
forfeits any undistributed shares in the current portion and all of the shares
in the deferred portion of an Award, as of the date notice of said resignation
is given to the Company or notice of said discharge is given to the Grantee.

     Retirement pursuant to any Company or subsidiary retirement plan shall not
constitute a termination of employment by voluntary resignation or discharge for
cause.

     Upon the death of a Grantee, all undistributed shares in the deferred
portion of any Awards granted to the Grantee hereunder shall become immediately
distributable to the designated beneficiary of the Grantee, or, if no unrevoked
designation of beneficiary exists, to the Grantee's estate; provided, however,
that the Grantee may elect to have all such undistributed shares distributed to
such designated beneficiary or estate in five equal annual installments
commencing on the January 1st next following the death of the Grantee.


                                       4




<PAGE>


                              8. Delivery of Shares

     Certificates for shares becoming available in accordance with the
provisions of Paragraph 7 shall be issued and delivered to the Grantee as soon
as reasonably practicable, but the Company shall not be required to deliver any
certificate or certificates for said shares prior to the fulfillment of all of
the following conditions:

          (a) The receipt by the Secretary of the Company of such executed
     agreements and other documents as the Committee, in its discretion, may
     require in connection with the issuance and delivery of said shares, the
     payment of any withholding tax which may be due in respect to said Award,
     or any other aspect of said Award; and

          (b) The authorization for the listing upon official notice of issuance
     by all stock exchanges on which said Common Stock may then be listed; and

          (c) The completion of any registration or other qualification of said
     shares or this Plan under any state or federal law or under the rulings or
     regulations of the Securities and Exchange Commission or any other
     governmental regulatory body, which the Committee shall, in its discretion,
     deem necessary or advisable; and

          (d) The obtaining of any approval or other clearance from any state or
     federal government agency which the Committee shall, in its discretion,
     determine to be necessary or advisable.

     The Grantee of an Award shall not be, nor have any of the rights or
privileges of a shareholder of the Company in respect of any shares so awarded
unless and until certificates representing such shares have been delivered by
the Company to the Grantee.

                          9. Termination of Employment

     In respect to an Award, any termination of employment shall mean the date
upon which the employee-employer relationship between the Grantee and the
Company or a subsidiary is terminated for any reason, including, but not limited
to a termination by resignation, discharge, death or retirement, but excluding
any such termination where there is a simultaneous re-employment by the Company
or by a subsidiary if, and only if, such re-employment is not disapproved by the
Committee.

     Nothing in the Plan or in any Award granted pursuant to the Plan shall
confer on any individual any right to continue in the employ of the Company or
any of its subsidiaries or interfere in any way with the right of the Company or
any of its subsidiaries to terminate his employment at any time.


                                       5




<PAGE>


                  10. Adjustment Upon Changes in Capitalization

          (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.

          (b) No fractional shares shall be considered as a result of any
     adjustment as herein provided and in the event a fraction of a share
     results from the computation of the adjustment of any Award, the number of
     shares shall be the next highest round number.

                      11. Payments Upon a Change in Control

          (a) In the event of a change in control of the Company (in accordance
     with subparagraph (b) below), all outstanding Awards previously granted
     pursuant to the Plan shall vest immediately and each holder of an Award
     (whether or not then employed by the Company) shall be entitled to a
     payment in cash equal to the product of (i) the number of shares subject to
     such Awards, times (ii) the higher of (x) the closing price of a share of
     Common Stock on the New York Stock Exchange on the date when the change of
     control occurs and (y) the highest price paid pursuant to such change in
     control for a share of Common Stock. Such cash payment shall be made
     immediately upon the occurrence of a change in control of the Company and
     shall be supplemented subsequently for any higher price paid for a share of
     Common Stock, after initial payment hereunder, pursuant to such change in
     control or any other change in control which may occur within six months
     after such initial change in control. If the consideration deliverable
     pursuant to an Award shall have been adjusted pursuant to Paragraph 10
     hereof to consist of consideration other than Common Stock, or if the
     amount paid for a share of Common Stock pursuant to a change in control of
     the Company shall be in a form other than cash, the Committee (as
     constituted prior to any change in the composition of the Board of
     Directors resulting from the change in control) shall determine the cash
     value of Awards for purposes of this Paragraph.


                                       6




<PAGE>


          (b) For purposes of this Plan, a "change in control of the Company"
     shall be deemed to have occurred if (i) any "person" (as such term is used
     in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act")), other than a trustee or other fiduciary
     holding securities under an employee benefit plan of the Company or a
     corporation owned, directly or indirectly, by the stockholders of the
     Company in substantially the same proportions, becomes the "beneficial
     owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
     indirectly, of securities of the Company representing 25% or more of the
     combined voting power of the Company's then outstanding securities; or (ii)
     during any period of two consecutive years individuals who at the beginning
     of such period constitute the Board of Directors and any new director whose
     election by the Board of Directors or nomination for election by the
     Company's stockholders was approved by a vote of at least two-thirds (2/3)
     of the directors then still in office who either were directors at the
     beginning of the period or whose election or nomination for election was
     previously so approved, cease for any reason to constitute a majority
     thereof; or (iii) substantially all the assets of the Company are disposed
     of by the Company pursuant to a merger, consolidation, partial or complete
     liquidation, a sale of assets (including stock of a subsidiary) or
     otherwise but not including a reincorporation or similar transaction
     resulting in a change only in the form of ownership of such assets.

                    12. Amendment and Termination of the Plan

     The Board of Directors of the Company may at any time terminate the Plan,
and shall have complete power and authority to amend the Plan, provided,
however, that the Board of Directors shall not without the affirmative vote of
the holders of a majority of the votes cast at a meeting of shareholders of the
Company (i) increase the maximum number of shares, subject to adjustment as
provided for in this Plan, for which Awards may be granted under the Plan, (ii)
amend the requirements as to the class of employees eligible to receive Awards,
or (iii) amend the requirements with respect to the lapse of time from the
Granting Date for the distribution of shares under Awards granted pursuant to
the Plan. No termination or amendment of the Plan may, without the consent of
the individual to whom any Award shall theretofore have been granted, adversely
affect the rights of such individual under such Award.


                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10d.txt
<DESCRIPTION>EXHIBIT 10(D)
<TEXT>

<PAGE>


                          BECTON, DICKINSON AND COMPANY
                           PERFORMANCE INCENTIVE PLAN
                      AMENDED AND RESTATED JANUARY 23, 2001
                          AND AMENDED NOVEMBER 24, 2003

PURPOSE

     The purpose of the Performance Incentive Plan (the "Plan") is to provide
annual incentive payments to management for their contribution to the Company's
successful financial performance and the accomplishment of strategic objectives.

     NOTWITHSTANDING ANYTHING IN THIS PLAN TO THE CONTRARY, THE PAYMENT OF
ANNUAL INCENTIVES, IF ANY, IS SOLELY WITHIN THE DISCRETION OF THE PERFORMANCE
INCENTIVE COMMITTEE, EXCEPT THAT PAYMENT IN EXCESS OF THE PLAN GUIDELINES WILL
NOT BE MADE. NO EMPLOYEE HAS ANY VESTED RIGHT TO ANY SUCH PAYMENT.

PERFORMANCE INCENTIVE COMMITTEE

     The Performance Incentive Committee will be responsible for administering
this Plan. The Committee will consist of no less than three persons, including
the President and Chief Executive Officer and such other senior executives as
are designated from time to time by the President and Chief Executive Officer.

ELIGIBILITY

     Participation in any particular fiscal year is restricted to employees of
the Company and its worldwide subsidiaries in exempt (or management) Band E and
above positions (other than those covered under certain non-United States
Incentive Plans or Sales Incentive Plans) and other key management positions as
may be approved by the Performance Incentive Committee. Current employees
promoted to, and persons newly hired to, eligible positions during a particular
fiscal year may be considered for a pro-rata bonus. Persons employed by
companies acquired by the Company which have pre-existing executive incentive,
profit sharing or similar programs will not participate in this Plan until and
unless those plans are superseded by this Plan.

PARTICIPATION LEVELS

     Plan targets for eligible employees are determined based upon base salary
or title and reporting relationships of the participant and the scope and
responsibilities of the position. Targets range from 3% to 120% of base salary.




<PAGE>


INCENTIVE CALCULATION

     Incentive payments shall be made under the Plan based upon total company,
business unit and individual performance, as measured against certain financial
and strategic criteria and targets established from time to time by the
Compensation and Benefits Committee of the Board of Directors.

POOL FACTOR SCALES AND MULTIPLIERS

     Financial performance measures are subject to a multiplier determined on an
annual basis by the Performance Incentive Committee, both upwards (for
performance above target, up to a maximum score of 150% of target) and downwards
(for performance below target).

DETERMINATION OF DIVISION AND CORPORATE INCENTIVE POOLS

     (a)  Unit Theoretical Incentive

     On or about October 15th following the close of each fiscal year, Business
Unit Heads and Corporate Officers will be provided with a list of approved
participants for their unit for whom that unit has, during the course of the
prior fiscal year, accrued a hypothetical incentive pool at 100% of target.

     (b)  Unit Performance Ratings

     On or about October 25th following the close of each fiscal year, the
Performance Incentive Committee will determine the final unit and company
performance ratings used to determine incentive factors for the fiscal year. The
incentive pool is determined by applying the incentive factors determined
according to the methodology approved by the Compensation and Benefits Committee
to the hypothetical accrued incentive pool.

INCENTIVE PAYMENT FACTORS

     Incentive payment factors will be established as a composite of total
company and business unit performance ratings.

     (a)  Communication

     The operating unit and Corporate ratings will be communicated to Business
Unit Heads and Corporate Staff by the President and Chief Executive Officer.


                                       2




<PAGE>


     (b)  Incentive Payment Recommendations

     The Business Unit Heads and Corporate Officers will apply the final unit
factors to the individual incentive targets to develop the recommended incentive
amounts. They will have discretion to recommend incentives that differ from the
formula; provided that no individual may receive an incentive payment in excess
of 200% of target.

FINAL REVIEW AND APPROVAL

     The recommendations for all incentive payments will be reviewed and
approved by the Business Unit Heads and Corporate Executive Officers, and Chief
Executive Officer for their respective areas of responsibility. In the case of
Executive Officers, recommendations will be subject to final review and approval
by the Compensation and Benefits Committee of the Board of Directors.

     (a)  Maximum Payout Guideline

     Total incentive payments to Executive Officers may not, barring special
circumstances, exceed 3% of the Company's after-tax net income, as reported, for
the fiscal year.

     (b)  Payment

     Incentives will normally be paid in January of the calendar year following
the year in which they are awarded. Except in cases of death, disability or
retirement, no incentive payments will be made to individuals who are not active
employees on the final day of the fiscal year. Employees who are terminated for
cause prior to the distribution date will forfeit their incentives.

     Incentives awarded to any employee who dies prior to the distribution date
may be made, at the discretion of management, to the survivors of the employee.

     (c)  Exceptions

     Any recommendations for exceptions to the provisions of the Plan must be
submitted to the Performance Incentive Committee for review and are subject to
final approval by the Chief Executive Officer. Any exceptions applicable to
Executive Officers are further subject to approval by the Compensation and
Benefits Committee of the Board of Directors.


                                       3



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10f.txt
<DESCRIPTION>EXHIBIT 10(F)
<TEXT>


<PAGE>


                          BECTON, DICKINSON AND COMPANY

                          1996 DIRECTORS' DEFERRAL PLAN

                         Adopted As Of November 1, 1996
                       And Amended As of November 24, 2003




<PAGE>


                                    ARTICLE I

                                   Definitions

1.1       "Accrued Pension" means the U.S. dollar amount of the
          actuarially-determined present value of the accrued and unpaid past
          service pension benefits under the Directors' Nonqualified Pension
          Arrangements of a Director acting as such at and as of June 30, 1996,
          as calculated by Kwasha Lipton as of the Termination Date, taking into
          account the Director's age and years and months of past service and
          such other assumptions as shall be reasonable and uniformly applied to
          all Directors.

1.2       "Additional Deferral Election" means the election by a participant
          under Section 3.6(b) to further defer the date payment otherwise would
          be made (or begin to be made) from a participant's Deferred Account.

1.3       "Annual Share Amount" means the number of shares of Common Stock
          (which is set as of the date hereof at 400 shares) that the Board,
          from time to time, may agree to credit to Deferred Stock Accounts as
          compensation to continuing Directors.

1.4       "Board" means the Board of Directors of the Company.

1.5       "Change-of-Form Election" means the election by a participant under
          Section 3.6(a) to change the form of distribution from any of his or
          her Deferred Accounts.

1.6       "Code" means the Internal Revenue Code of 1986, as amended, or any
          successor statute.

1.7       "Committee" means the Committee on Directors of the Board, or such
          other committee as may be designated by the Board to be responsible
          for administering the Plan.

1.8       "Common Stock" means the common stock ($1.00 par value) of the
          Company, including any shares into which it may be split, subdivided
          or combined.

1.9       "Company" means Becton, Dickinson and Company, and any successor
          thereto.


                                       2




<PAGE>


1.10      "Conversion Election" means the election by a participant under
          Section 3.5(a) to convert some or all of his or her Deferred Retainer
          Account balance, Deferred Fees Account balance and/or Deferred
          Dividends Account balance from a cash balance into a Deferred Stock
          Account balance.

1.11      "Deferral Election" means a Deferred Pension Election, Restricted
          Stock Election, Deferred Dividends Election, Deferred Retainer
          Election, Deferred Fees Election and/or a form-of-distribution
          election under Section 3.4(e).

1.12      "Deferred Account" means the participant's Deferred Pension Account,
          Deferred Dividends Account, Deferred Retainer Account, Deferred Fees
          Account, Deferred Cash Account and/or Deferred Stock Account.

1.13      "Deferred Cash Account" means the bookkeeping account established
          under Section 3.5(b) on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).

1.14      "Deferred Dividends" means the amount of cash dividends on his or her
          Restricted Stock that a participant has elected to defer until a later
          year pursuant to an election under Section 3.2 (c).

1.15      "Deferred Dividends Account" means the bookkeeping account established
          under Section 3.2(c) on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).

1.16      "Deferred Dividends Election" means the election by a participant
          under Section 3.2(c) to defer until a later year receipt of some or
          all of the dividends payable in the following year on his or her
          Restricted Stock.

1.17      "Deferred Fees" means the amount of a participant's fees (other than
          the participant's annual Board retainer fees) that such participant
          has elected to defer until a later year pursuant to an election under
          Section 3.3(a).

1.18      "Deferred Fees Account" means the bookkeeping account established
          under Section 3.3 on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).


                                       3




<PAGE>


1.19      "Deferred Fees Election" means the election by a participant under
          Section 3.3 to defer until a later year receipt of some or all of his
          or her fees (other than annual Board retainer).

1.20      "Deferred Pension" means the amount of a participant's Accrued Pension
          that such participant has elected to defer until a later year pursuant
          to an election under Section 3.1.

1.21      "Deferred Pension Account" means the bookkeeping Account established
          under Section 3.1 on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).

1.22      "Deferred Pension Election" means the election by a participant under
          Section 3.1 to defer until a later year receipt of some or all of his
          or her Accrued Pension.

1.23      "Deferred Retainer" means the amount of a participant's annual Board
          retainer fees that such participant has elected to defer until a later
          year pursuant to an election under Section 3.3(a).

1.24      "Deferred Retainer Account" means the bookkeeping account established
          under Section 3.3 on behalf of a participant, and includes any
          Interest Return credited thereto pursuant to Section 3.7(a).

1.25      "Deferred Retainer Election" means the election by a participant under
          Section 3.3(a) to defer until a later year receipt of some or all of
          his or her annual Board retainer.

1.26      "Deferred Stock Account" means the bookkeeping account established
          under Sections 3.2, 3.4 and/or 3.5 on behalf of a participant and
          includes, in addition to amounts stated in those Sections, all
          Dividend Reinvestment Returns credited thereto pursuant to Section
          3.7(b).

1.27      "Deferred Stock Election" means the election by a participant under
          Section 3.4(a) and/or (c) to have his or her Deferred Pension,
          Deferred Dividends, Deferred Retainer and/or Deferred Fees credited in
          the form of Common Stock to the participant's Deferred Stock Account.

1.28      "Director" means a member of the Board.


                                       4




<PAGE>


1.29      "Directors' Nonqualified Pension Arrangements" means the unfunded
          pension benefits payable to Directors pursuant to resolutions of the
          Board dated November 24, 1981 and March 28, 1995.

1.30      "Directors' Stock Trust" means the Becton, Dickinson and Company 1996
          Directors' Deferral Trust established as of November 15, 1996 between
          the Company and Wachovia Bank of North Carolina, N.A.

1.31      "Dividend Reinvestment Return" means the amounts which are credited to
          each participant's Deferred Stock Account pursuant to Section 3.7(b)
          to reflect dividends declared and paid by the Company on its Common
          Stock.

1.32      "Effective Date" means the effective date of the Plan set forth in
          Section 5.4.

1.33      "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended, or any successor statute.

1.34      "Interest Return" means the amounts which are credited from time to
          time to each participant's Deferred Pension Account, Deferred
          Dividends Account, Deferred Retainer Account, Deferred Fees Account
          and/or Deferred Cash Account pursuant to Section 3.7(a).

1.35      "NYSE" means The New York Stock Exchange.

1.36      "Payment Date" means the last day of January, April, July or October
          of each calendar year on which the Directors are paid their
          compensation for the immediately preceding three (3) month period.

1.37      "Plan" means the Becton, Dickinson and Company 1996 Directors'
          Deferral Plan as from time to time in effect.

1.38      "Restricted Stock" means the shares of Common Stock issued to a
          Director, and bearing restrictions, pursuant to the Company's 1994
          Restricted Stock Plan for Non-Employee Directors.

1.39      "Restricted Stock Election" means the election by a participant under
          Section 3.2(a) to surrender some or all of his or her shares of
          Restricted Stock to the Company and to have an equal number of shares
          of Common Stock credited to the participant's Deferred Stock Account.


                                       5




<PAGE>


1.40      "Reverse Conversion Election" means the election by a participant
          under Section 3.5(b) to convert a portion of his or her Deferred Stock
          Account balance into a Deferred Cash Account balance.

1.41      "Shareholders' Meeting" means the regular annual meeting of the
          shareholders of the Company.

1.42      "Termination Date" means December 1, 1996, the date as of which the
          Directors' Nonqualified Pension Arrangements will have been
          effectively terminated.


                                       6




<PAGE>


                                   ARTICLE II

                                  Participation

2.1       Participation

          (a)  Participation in the Plan shall be limited to an individual who,
               as at the Effective Date of the Plan and/or any subsequent first
               day of any calendar quarter, is a Director.

          (b)  The Committee may, consistent with Company policy:

               (i)  designate as ineligible particular individuals or groups of
                    individuals who otherwise would be eligible under Section
                    2.1(a); or

               (ii) designate as eligible particular individuals or groups of
                    individuals who otherwise would be ineligible under Section
                    2.1(a).


                                       7




<PAGE>


                                   ARTICLE III

                 Deferral Elections, Accounts and Distributions

3.1       Deferred Pension Election

          (a)  Any participant, who has an Accrued Pension as of the Termination
               Date, may make a single one-time election, on or before December
               5, 1996 in writing and on a form to be furnished by the
               Committee, to convert 25%, 50%, 75% or 100% of his or her Accrued
               Pension into a Deferred Pension Account under the Plan. Upon
               making a Deferred Pension Election, a new Deferred Pension
               Account will be established in the participant's name and will be
               credited, on or about December 20, 1996, with the amount of his
               or her Accrued Pension so converted.

          (b)  Once made, a Deferred Pension Election cannot be changed or
               revoked except as provided herein.

          (c)  A Deferred Pension Election shall defer the starting date for the
               payment of the designated amount of the participant's Accrued
               Pension, and any Interest Return credited thereon pursuant to
               Section 3.7, until the earliest of the participant's retirement,
               permanent and total disability, death or involuntary termination.

          (d)  In the event of any such Deferred Pension Election, the form of
               payment of any distribution (i.e., in a lump sum or in five or in
               ten approximately equal annual installments) and the starting
               date of such distribution (i.e., as soon as practicable following
               the event triggering the distribution or January 31st of the
               calendar year immediately following such event) shall be elected
               at the same time. In the event that any distribution is elected
               to be paid in five or ten approximately equal annual
               installments, the participant also may elect, at the time of the
               Deferred Pension Election, to have the form of distribution,
               automatically and without further action on his or her part,
               converted to a lump sum payment in accordance with Section 3.8(b)
               in the event of such participant's death or permanent and total
               disability occurring prior to the expiration of the complete
               period of deferral. Except as herein provided, such
               form-of-payment election shall not be changed or revoked.


                                       8




<PAGE>


3.2       Restricted Stock Elections and Deferred Dividends Elections

          (a)  Any participant, who owns Restricted Stock as of the Effective
               Date, may make a single one-time election, on or before December
               5, 1996 and on a form to be furnished by the Committee, to
               surrender to the Company 25%, 50%, 75% or 100% of his or her
               shares of Restricted Stock. Upon making such Restricted Stock
               Election, a new Deferred Stock Account will be established in the
               participant's name to which will be credited, on or about
               December 20, 1996, a number of shares of Common Stock equal to
               the number so surrendered.

          (b)  A participant who makes a Restricted Stock Election will defer
               the receipt of any balance in the participant's Deferred Stock
               Account, including any Dividend Reinvestment Return credited
               thereto pursuant to Section 3.7(b), until the earliest of the
               participant's (i) permanent and total disability, (ii) death and
               (iii) the later of (1) the date on which such shares of
               Restricted Stock otherwise would have vested, (2) January 2,
               1998, and (3) the date of any retirement or other termination of
               service.

          (c)  Any participant, who owns Restricted Stock from time to time,
               also can elect, on or before December 31 of any calendar year, to
               defer 25%, 50%, 75% or 100% of the cash dividends otherwise
               payable on his or her Restricted Stock for the next succeeding
               calendar year. Such Deferred Dividends will be credited to the
               participant's Deferred Dividend Account as of each date on which
               cash dividends are otherwise paid on the Common Stock.

          (d)  A participant who makes a Deferred Dividends Election may defer
               the payment of any Deferred Dividends, and any Interest Return
               credited thereon pursuant to Section 3.7(a), until (i) the
               earliest of the participant's retirement, permanent and total
               disability, death or involuntary termination or (ii) a fixed date
               which is no earlier than three full calendar years after the
               calendar year during which the Deferred Dividends otherwise were
               payable and no later than ten years after the earliest date
               specified in (i), provided, however, that all distributions under
               Section 3.8(b) must be paid in full no later than ten years after
               the earliest of the participant's retirement, permanent and total
               disability, death or involuntary termination.

          (e)  Once made, neither a Restricted Stock Election nor a Deferred
               Dividends Election can be changed or revoked except as provided
               herein.


                                       9




<PAGE>


          (f)  In the event of any such Restricted Stock Election or Deferred
               Dividends Election, the form of payment of any distribution
               (i.e., in a lump sum or in five or in ten approximately equal
               annual installments) and the starting date of such distribution
               (i.e., as soon as practicable following the event causing the
               distribution or January 31st of the calendar year immediately
               following such event) shall be elected at the same time. In the
               event that any distribution is elected to be paid in five or ten
               approximately equal annual installments, the participant also may
               elect, at the time of the Restricted Stock Election or Deferred
               Dividends Election, to have the form of distribution,
               automatically and without further action on his or her part,
               converted to a lump sum payment in accordance with Section 3.8(b)
               in the event of such participant's death or permanent and total
               disability occurring prior to the expiration of the complete
               period of deferral. Except as herein provided, such
               form-of-payment election shall not be changed or revoked.

3.3       Deferred Retainer Elections and Deferred Fees Elections

          (a)  With respect to an individual who is eligible to participate in
               this Plan in accordance with Section 2.1, elections of Deferred
               Retainer and/or Deferred Fees shall be made in writing on forms
               to be furnished by the Committee. A Deferred Retainer Election
               and/or a Deferred Fees Election shall apply only to the
               Director's annual retainer or fees, as the case may be, for the
               particular calendar year specified in the election. A participant
               may elect to defer from 25% of his or her annual retainer to 100%
               of that retainer (in increments of 10%) and/or 50% or 100% of his
               or her other fees.

          (b)  A Deferred Retainer Election and/or Deferred Fees Election with
               respect to payments for a particular calendar year (i) must be
               made on or before the December 31 preceding such calendar year
               or, in the case of a newly-elected Director, within thirty (30)
               days following the Shareholders' Meeting at which he or she was
               elected, and (ii) once made, cannot be changed or revoked except
               as provided herein. Such Deferred Retainer shall be credited to
               the participant's Deferred Retainer Account (or, if none, to a
               new such account established in the participant's name) and his


                                       10




<PAGE>


               or her Deferred Fees shall be credited to the participant's
               Deferred Fees Account (or, if none, to a new such account
               established in the participant's name) as of each quarterly
               Payment Date. Revocation of any Deferred Retainer Election or
               Deferred Fees Election during a calendar year shall only affect
               future payments and shall reduce the participant's deferral
               percentage to zero for the remainder of that calendar year.
               Notice of revocation must be filed with the Committee by the
               fifteenth day of the month before the beginning of the next
               three-month period ending on a Payment Date. Such revocation
               shall not affect any balances credited to the participant's
               Deferred Retainer Account or Deferred Fees Account, as the case
               may be, before the effective date of the revocation of the
               election.

          (c)  A participant who makes a Deferred Retainer Election or a
               Deferred Fees Election may defer the payment of any retainer
               and/or fees, and any Interest Return credited thereon pursuant to
               Section 3.7(a), until (i) the earliest of the participant's
               retirement, permanent and total disability, death or involuntary
               termination or (ii) a fixed date which is no earlier than three
               full calendar years after the calendar year during which the
               Deferred Retainer or Deferred Fees otherwise were payable and no
               later than ten years after the earliest date specified in (i),
               provided, however, that all distributions under Section 3.8(b)
               must be paid in full no later than ten years after the earliest
               of the participant's retirement, permanent and total disability,
               death or involuntary termination.

          (d)  In the event of any such Deferred Retainer Election or Deferred
               Fees Election, the form of payment of any distribution (i.e., in
               a lump sum or in five or ten approximately equal annual
               installments) and the starting date of such distribution (i.e.,
               as soon as practicable following the event causing the
               distribution or January 31st of the calendar year immediately
               following such event) shall be elected at the same time. In the
               event that any distribution is elected to be paid in five or ten
               approximately equal annual installments, the participant also may
               elect, at the time of the Deferred Retainer Election and/or
               Deferred Fees Election, to have the form of distribution,
               automatically and without any further action on his or her part,
               converted to a lump sum payment in accordance with Section 3.8(b)
               in the event of such participant's death or permanent and total
               disability occurring prior to the expiration of the complete
               period of deferral. Except as herein provided, such
               form-of-payment election shall not be changed or revoked.


                                       11




<PAGE>


3.4       Deferred Stock Elections

          (a)  Instead of being credited to the participant's Deferred Pension
               Account, each participant who makes a Deferred Pension Election
               also may elect to have 25%, 50%, 75% or 100% of the amount
               otherwise creditable to his or her Deferred Pension Account
               instead credited in the form of Common Stock to a new Deferred
               Stock Account established in the participant's name.

          (b)  When a Deferred Stock Election is made in connection with a
               Deferred Pension Election, the participant's Deferred Stock
               Account will be credited on or about December 20, 1996, with the
               number of shares of Common Stock (rounded to the nearest one-one
               hundredth of a share) determined by dividing the amount of the
               participant's Accrued Pension with respect to which the Deferred
               Stock Election applies, by the average price paid by the Trustee
               of the Directors' Stock Trust for shares of Common Stock with
               respect to such date or, if the Trustee shall not purchase shares
               of Common Stock equal to the number of shares of Common Stock
               creditable to all participants' Deferred Stock Accounts on such
               date, then, to the extent of such shortfall, such price shall be
               the average of the high and low NYSE market price for the Common
               Stock on such date and the portion of the participant's Deferred
               Pension Account balance used in such calculation shall be
               proportionate to such shortfall amount. At the same time, the
               participant's Deferred Pension Account will be debited by the
               amount so credited to the Participant's new Deferred Stock
               Account.

          (c)  Instead of being credited to the participant's Deferred Dividends
               Account, Deferred Retainer Account or Deferred Fees Account, each
               participant also may elect to have 25%, 50%, 75% or 100% of his
               or her Deferred Dividends, Deferred Retainer and/or Deferred Fees
               credited in the form of Common Stock to the participant's
               Deferred Stock Account. Except as provided in Section 3.5, an
               election to have Deferred Dividends, Deferred Retainer or
               Deferred Fees credited to the participant's Deferred Stock
               Account must be made concurrently with the Deferred Dividends
               Election, Deferred Retainer Election or Deferred Fees Election,
               as the case may be.


                                       12




<PAGE>


          (d)  A participant's Deferred Stock Account will be credited:

               i)   regularly, as of each date on which dividends are paid on
                    the Common Stock, with the number of shares of Common Stock
                    (rounded to the nearest one-one hundredth of a share)
                    determined by dividing the portion of the participant's
                    Deferred Dividends for such dividend payment date subject to
                    the Deferred Stock Election by the average price paid by the
                    Trustee of the Director's Stock Trust for shares of Common
                    Stock with respect to such dividend payment date or, if the
                    Trustee shall not at such time purchase any shares of Common
                    Stock, then the price shall be the average of the high and
                    low NYSE market price for the Common Stock on such date;

               ii)  quarterly, as of each Payment Date, with the number of
                    shares of Common Stock (rounded to the nearest one-one
                    hundredth of a share) determined by dividing the portion of
                    the participant's Deferred Retainer and/or Deferred Fees
                    accumulated during the preceding fiscal quarter and which
                    are subject to the Deferred Stock Election by the average
                    price paid by the Trustee of the Director's Stock Trust for
                    shares of Common Stock with respect to such Payment Date or,
                    if the Trustee shall not at such time purchase any shares of
                    Common Stock, then the price shall be the average of the
                    high and low NYSE market price for the Common Stock on such
                    date; and

               iii) annually, as of the day after the Shareholders' Meeting with
                    the Annual Share Amount, if, after such meetings the
                    participant was elected or continued to serve as a Director
                    of the Company.

          (e)  Each participant who has a Deferred Stock Account shall receive
               distributions from such Account attributable to his or her Annual
               Share Amounts, and any Dividend Reinvestment Return credited
               thereon pursuant to Section 3.7(b), upon the earliest of the
               participant's retirement, permanent and total disability, death
               or involuntary termination. Such participant, within thirty (30)
               days after his or her Deferred Stock Account is credited with an
               Annual Share Amount, shall elect the form of payment of any such
               distribution (i.e., in a lump sum or in five or in ten
               approximately equal annual installments) and the starting date of
               such distribution (i.e., as soon as practicable following the
               event triggering the distribution or January 31st of the calendar
               year immediately following such event).


                                       13




<PAGE>


               In the event that any distribution is elected to be paid in five
               or ten approximately equal annual installments, the participant
               also may elect, at the time of the initial form-of-distribution
               election, to have the form of distribution, automatically and
               without further action on his or her part, converted to a lump
               sum payment in accordance with Section 3.8(b) in the event of
               such participant's death or permanent and total disability
               occurring prior to the expiration of the complete period of
               deferral. Except as herein provided, such form-of-distribution
               election shall not be changed or revoked.

          (f)  If the Company enters into transactions involving stock splits,
               stock dividends, reverse splits or any other recapitalization
               transactions, the number of shares of Common Stock credited to a
               participant's Deferred Stock Account will be adjusted (rounded to
               the nearest one-one hundredth of a share) so that the
               participant's Deferred Stock Account reflects the same equity
               percentage increase in the Company after the recapitalization as
               was the case before such transaction.

          (g)  If at least a majority of the Company's stock is sold or
               exchanged by its Shareholders pursuant to an integrated plan for
               cash or property (including Stock of another corporation) or if
               substantially all of the assets of the Company are disposed of
               and, as a consequence thereof, cash or property is distributed to
               the Company's shareholders, each participant's Deferred Stock
               Account will, to the extent not already so credited under Section
               3.7(b), be (i) credited with the amount of cash or property
               receivable by a Company shareholder directly holding the same
               number of shares of Common Stock as is credited to such
               participant's Deferred Stock Account and (ii) debited by that
               number of shares of Common Stock surrendered by such equivalent
               Company shareholder.

          (h)  Each participant who has a Deferred Stock Account also shall be
               entitled to provide directions to the Committee to cause the
               Committee to similarly direct the Trustee of the Trust to vote,
               on any matter presented for a vote to the shareholders of the
               Company, that number of shares of Common Stock held by the Trust
               equivalent to the number of shares of Common Stock credited to
               the participant's Deferred Stock Account. The Committee shall
               arrange for distribution to all participants in a timely manner
               of all communications directed generally to the shareholders of
               the Company as to which their votes are solicited.


                                       14




<PAGE>


3.5       Conversion Elections and Reverse Conversion Elections

          (a)  Any individual who has a Deferred Dividends Account, Deferred
               Fees Account, Deferred Retainer Account and/or a Deferred Cash
               Account may make, on or before December 31 of any calendar year
               and as to any one or more of such Deferred Accounts, an
               additional election, to convert 25%, 50%, 75% or 100% of the
               participant's Deferred Account balance as of such December 31
               from a cash balance into a Common Stock balance which would be
               credited to his or her Deferred Stock Account (or, if none, to a
               new such account established in the participant's name). During
               any three (3) calendar years, only one such Conversion Election
               may be made by a participant with respect to each Account;
               provided, however, that no such Conversion Election will be
               effective with respect to a participant's Deferred Dividends
               Account, Deferred Retainer Account, Deferred Fees Account or
               Deferred Cash Account until such account shall have been in
               existence for at least two (2) calendar years.

          (b)  Any individual who has a Deferred Stock Account may make an
               additional election, a Reverse Conversion Election, on or before
               December 31 of any calendar year, to convert 25%, 50%, 75% or
               100% of his or her Deferred Stock Account balance as of such
               December 31 from a Common Stock balance into a cash balance which
               would be credited to a new Deferred Cash Account established in
               the participant's name; provided, however, that no such Reverse
               Conversion Election shall apply to the shares of Common Stock, or
               to any Dividend Reinvestment Return credited thereon pursuant to
               Section 3.7(b), credited to a participant's Deferred Stock
               Account either by reason of a Restricted Stock Election or as
               Annual Share Amounts. During any three (3) calendar years, only
               one such Reverse Conversion Election may be made by a participant
               with respect to his or her Deferred Stock Account; provided,
               however, that no such Reverse Conversion Election shall be
               effective until the participant's Deferred Stock Account shall
               have been in existence for at least two (2) calendar years.


                                       15




<PAGE>


          (c)  When a Conversion Election is made, the participant's Deferred
               Stock Account will be credited, on or about January 2nd of the
               year following the election, with the number of shares of Common
               Stock (rounded to the nearest one-one hundredth of a share)
               determined by dividing the balance in the participant's Deferred
               Dividends Account, Deferred Retainer Account, Deferred Fees
               Account, and/or Deferred Cash Account by the average price paid
               by the Trustee of the Directors' Stock Trust for shares of Common
               Stock with respect to such date, or, if the Trustee shall not
               purchase shares of Common Stock equal to the number of shares of
               Common Stock creditable to all participants' Deferred Stock
               Accounts on such date, then, to the extent of such shortfall,
               such price shall be the average of the high and low NYSE market
               price for the Common Stock on such date and the portion of the
               participant's Deferred Dividends Account balance, Deferred
               Retainer Account balance, Deferred Fees Account balance and/or
               Deferred Cash Account balance used in such calculation shall be
               proportionate to such shortfall amount. At the same time, the
               participant's Deferred Dividends Account, Deferred Retainer
               Account, Deferred Fees Account and/or Deferred Cash Account, as
               the case may be, will be debited by an amount equal to the amount
               so credited to the participant's Deferred Stock Account.

          (d)  When a Reverse Conversion Election is made, the participant's
               Deferred Cash Account will be credited on or about January 2nd of
               the year following the election with the amount of cash
               determined by multiplying the number of shares of Common Stock
               (rounded to the nearest one-one hundredth of a share), computed
               to have been converted by reason of the participant's election,
               by the average of the high and low NYSE market price for the
               Common Stock on the first business day in January of such year.
               At the same time, the participant's Deferred Stock Account will
               be debited by the number of shares of Common Stock so deemed
               converted.


                                       16




<PAGE>


3.6       Change-of-Form Elections and Additional Deferral Elections

          (a)  Any participant, who has made a Deferral Election, may make an
               additional election to change the form of distribution of the
               balance in any of his or her Deferred Accounts to one of the
               three acceptable forms of distributions under Section 3.8(b).
               Only one Change-of-Form Election may be made by any participant
               with respect to the balance in any Deferred Account attributable
               to any individual Deferred Election during any three (3) calendar
               years; provided, however, that no such Change-in-Form Election
               will be effective with respect to any balance in any
               participant's Deferred Account, unless made in connection with
               the establishment of the Deferred Account, until such balance has
               been in such Deferred Account for at least two (2) calendar
               years.

          (b)  Any participant who has made a Restricted Stock Election,
               Deferred Dividends Election, Deferred Retainer Election or
               Deferred Fees Election may make an additional election to further
               postpone the initial starting date for distributions of the
               balance in his or her Deferred Dividends Account, Deferred
               Retainer Account, Deferred Fees Account or Deferred Stock Account
               (to the extent attributable to a Deferred Stock Election or
               Conversion Election with respect to a Restricted Stock Election,
               Deferred Dividends Election, Deferred Retainer Election and/or
               Deferred Fees Election) to a date no earlier than three full
               calendar years thereafter and no later than the latest date that
               would have been permitted under Sections 3.2(d) or 3.3(c), as the
               case may be, for the initial Deferral Election; provided,
               however, that only one such Additional Deferral Election may be
               made with respect to the balance in any Deferred Account
               attributable to any individual Deferral Election.

3.7       Investment Return on Deferred Accounts

          (a)  The Committee shall credit the balance of each participant's
               Deferred Pension Account, Deferred Dividends Account, Deferred
               Retainer Account, Deferred Fees Account and Deferred Cash Account
               during the calendar year with an Interest Return equal to
               interest thereon. Such balances shall include all Interest
               Returns previously credited to the account. The Interest Return
               to be credited for each calendar year shall be calculated by
               multiplying the average daily balance in each such Deferred
               Account by the Moody's Seasoned Aaa Corporate Bond Rate in effect
               on the first business day of September of the previous calendar
               year, as published in the weekly Federal Reserve Statistical
               Release (Publication H.15).


                                       17




<PAGE>


          (b)  Each time the Company declares a dividend on its Common Stock,
               each participant's Deferred Stock Account will be credited with a
               Dividend Reinvestment Return equal to that number of shares of
               Common Stock (rounded to the nearest one-one hundredth of a
               share) determined by dividing (i) the amount that would have been
               paid (or the fair market value thereof, if the dividend is not
               paid in cash) to the participant on the total number of shares of
               Common Stock credited to the participant's Deferred Stock Account
               had that number of shares of Common Stock been held by such
               participant by (ii) the average price paid by the Trustee of the
               Stock Trust for shares of Common Stock with respect to the
               dividend payment date or, if the Trustee shall not at such time
               purchase any shares of Common Stock, then the price shall be the
               average of the high and low NYSE market price for the Common
               Stock on such date.

          (c)  Within 60 days following the end of each calendar year, the
               Committee shall furnish each participant with a statement of
               account which shall set forth the balance in each of the
               individual's Deferred Accounts as of the end of such calendar
               year, inclusive of cumulative Interest Return and/or Dividend
               Reinvestment Return.

3.8       Distributions

          (a)  Upon occurrence of an event specified in the participant's
               Deferral Election, as modified by any Change-in-Form Election,
               the amount of a participant's Deferred Pension Account, Deferred
               Dividends Account, Deferred Retainer Account, Deferred Fees
               Account and/or Deferred Cash Account shall be paid in cash and
               the amount of a participant's Deferred Stock Account shall,
               except as otherwise provided in Section 3.4(g) or 3.9 or to the
               extent the Company is otherwise, in the reasonable judgment of
               the Committee, precluded from doing so, be paid in shares of
               Common Stock (with any fractional share interest therein paid in
               cash to the extent of the then fair market value thereof), in
               each case to the participant or his or her beneficiary, as
               applicable. Such payment(s) shall be from the general assets of
               the Company (including the Directors' Stock Trust) in accordance
               with this Section 3.8.


                                       18




<PAGE>


          (b)  Unless other arrangements are specified by the Committee on a
               uniform and nondiscriminatory basis, deferred amounts shall be
               paid in the form of (i) a lump sum payment, (ii) in five
               approximately equal annual installments or (iii) in ten
               approximately equal annual installments, as elected by the
               participant at the time of his or her Deferral Election and as
               modified by any applicable subsequent Change-in-Form Election;
               provided, however, that payments shall be made only in a single
               lump sum if payment commences due to termination for cause. Such
               payments shall be made (or begin to be made) as soon as
               practicable following the occurrence of the event making payment
               necessary or, if so elected in the Deferral Election, on the
               January 31st of the calendar year immediately following such
               event.

          (c)  In case of an unforeseeable emergency, a participant may request
               the Committee, on a form to be provided by the Committee, that
               payment be made earlier than the date to which it was deferred;
               provided, however, that no such acceleration of the distribution
               date(s) shall apply to that portion of the balance(s) in the
               participant's Deferred Accounts either attributable to Annual
               Share Amounts, and any Dividend Reinvestment Return credited
               thereon pursuant to Section 3.7(b), or to a Deferred Pension
               Election, and any Interest Return or Dividend Reinvestment Return
               credited thereon pursuant to Section 3.7.

               For purposes of this Section 3.8(c), an "unforeseeable emergency"
               shall be limited to a severe financial hardship to the
               participant resulting from a sudden and unexpected illness or
               accident of the participant or of a dependent (as defined in
               section 152(a) of the Code) of the participant, loss of the
               participant's property due to casualty, or other similar
               extraordinary and unforeseeable circumstances arising as a result
               of events beyond the control of the participant. The
               circumstances that will constitute an unforeseeable emergency
               will depend upon the facts of each case, but, in any case,
               payment may not be made to the extent that such hardship is or
               may be relieved: (i) through reimbursement or compensation by
               available insurance or otherwise, (ii) by liquidation of the
               participant's assets, to the extent the liquidation of such
               assets would not itself cause severe financial hardship or (iii)
               by cessation of deferrals under the Plan.


                                       19




<PAGE>


               The Committee shall consider any requests for payment under this
               Section 3.8(c) on a uniform and nondiscriminatory basis and in
               accordance with the standards of interpretation described in
               section 457 of the Code and the regulations thereunder.

          (d)  The Company shall deduct from all payments under the Plan
               federal, State and local income and employment taxes, as required
               by applicable law. No participant or beneficiary shall be
               entitled to receive any distribution of shares of Common Stock
               credited to a participant's Deferred Stock Account until the
               Company has received full payment of such withholding obligations
               in cash.

3.9       General Provisions

          (a)  The Company shall make no provision for the funding of any
               Deferred Accounts payable hereunder that (i) would cause the Plan
               to be a funded plan for purposes of section 404(a)(5) of the Code
               or (ii) would cause the Plan to be other than an "unfunded and
               unsecured promise to pay money or other property in the future"
               under Treasury Regulations Section 1.83-3(e); and, except to the
               extent specified in the Directors' Stock Trust following a
               "change of control" (as defined in the Directors' Stock Trust) of
               the Company, the Company shall have no obligation to make any
               arrangement for the accumulation of funds to pay any amounts
               under this Plan. Subject to the restrictions of the preceding
               sentence and in Section 3.9(c), the Company, in its sole
               discretion, may establish one or more grantor trusts described in
               Treasury Regulations Section 1.677(a)-1(d) to accumulate funds
               and/or shares of Common Stock to pay amounts under this Plan,
               provided that the assets of such trust(s) shall be required to be
               used to satisfy the claims of the Company's general creditors in
               the event of the Company's bankruptcy or insolvency.

          (b)  In the event that the Company shall decide to establish an
               advance accrual reserve on its books against the future expense
               of payments from any Deferred Account, such reserve shall not
               under any circumstances be deemed to be an asset of this Plan
               but, at all times, shall remain a part of the general assets of
               the Company, subject to claims of the Company's creditors.


                                       20




<PAGE>


          (c)  A person entitled to any amount under this Plan shall be a
               general unsecured creditor of the Company with respect to such
               amount. Furthermore, a person entitled to a payment or
               distribution with respect to a Deferred Account, shall have a
               claim upon the Company only to the extent of the balance(s) in
               his or her Deferred Accounts.

          (d)  The participant's beneficiary under this Plan with respect to the
               balance(s) in his or her Deferred Accounts shall be the person
               designated to receive benefits on account of the participant's
               death on a form provided by the Committee.

          (e)  All commissions, fees and expenses that may be incurred in
               operating the Plan and any related trust(s) established in
               accordance with Section 3.9(a) (including the Directors' Stock
               Trust) will be paid by the Company.

          (f)  Notwithstanding any other provision of this Plan: (i) elections
               under this Plan may only be made by participants while they are
               directors of the Company; (ii) no Conversion Election, Reverse
               Conversion Election, Change-of-Form Election or Additional
               Deferral Election shall be effective if made within six (6)
               months prior to the earlier of (1) the date of the participant's
               scheduled retirement or (2) the date the participant voluntarily
               terminates service on the Board; (iii) no Change-of-Form Election
               or Additional Deferral Election shall be effective with respect
               to any balance in any Deferred Account that is scheduled to be
               paid (or to begin to be paid) within six (6) months after the
               date of such election; and (iv) distributions otherwise payable
               to a participant in the form of Common Stock shall be delayed
               and/or instead paid in cash in an amount equal to the fair market
               value thereof if such payment in Common Stock would violate any
               federal or State securities laws (including Section 16(b) of the
               Securities Exchange Act of 1934, as amended) and/or rules and
               regulations promulgated thereunder.

3.10      Non-Assignability

          Participants, their legal representatives and their beneficiaries
          shall have no right to anticipate, alienate, sell, assign, transfer,
          pledge or encumber their interests in the Plan, nor shall such
          interests be subject to attachment, garnishment, levy or execution by
          or on behalf of creditors of the participants or of their
          beneficiaries.


                                       21




<PAGE>


                                   ARTICLE IV

                                 Administration

4.1       Plan Administrator

          Subject to the express provisions of the Plan, the Committee shall
          have the exclusive right to interpret the Plan, to prescribe, amend
          and rescind rules and regulations relating to it and to make all other
          determinations necessary or advisable for the administration of the
          Plan. The decisions, actions and records of the Committee shall be
          conclusive and binding upon the Company and all persons having or
          claiming to have any right or interest in or under the Plan.

          The Committee may delegate to such officers, employees or departments
          of the Company such authority, duties, and responsibilities of the
          Committee as it, in its sole discretion, considers necessary or
          appropriate for the proper and efficient operation of the Plan,
          including, without limitation, (i) interpretation of the Plan, (ii)
          approval and payment of claims, and (iii) establishment of procedures
          for administration of the Plan.


                                       22




<PAGE>


                                    ARTICLE V

                    Amendment, Termination and Effective Date

5.1       Amendment of the Plan

          Subject to the provisions of Section 5.3, the Plan may be wholly or
          partially amended or otherwise modified at any time by written action
          of the Board of Directors.

5.2       Termination of the Plan

          Subject to the provisions of Section 5.3, the Plan may be terminated
          at any time by written action of the Board of Directors.

5.3       No Impairment of Benefits

          Notwithstanding the provisions of Sections 5.1 and 5.2, no amendment
          to or termination of the Plan shall impair any rights to benefits
          which have accrued hereunder.

5.4       Effective Date

          The Plan is effective as of November 1, 1996.


                                       23




<PAGE>


               AMENDMENT DATED APRIL 24, 2000:

          WHEREAS, the Board of Directors of Becton, Dickinson and Company (the
          "Corporation") deems it to be in the best interests of the Corporation
          to amend the Corporation's Salary and Bonus Deferral Plan and
          Directors' Deferral Plan to clarify and more clearly delineate the
          rights of holders of options under each of such plans in the event of
          certain corporate events involving the Corporation;

               NOW, THEREFORE, BE IT:

               RESOLVED, that Section 3.3 (d) of the Corporation's Salary and
          Bonus Deferral Plan, as amended and restated as of August 15, 1996,
          and Section 3.4 (f) of the 1996 Directors' Deferral Plan adopted as of
          November 1, 1996, each are, hereby amended and restated to read in
          their entirety as follows:

               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


                                       24




<PAGE>


               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.

               RESOLVED, that the appropriate officers of the Company be, and
          each of them hereby is, authorized and directed to execute any
          documents and do any acts as they deem necessary or appropriate to
          effectuate the amendment and restatement contemplated by these
          resolutions.


                                       25



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>6
<FILENAME>ex13.txt
<DESCRIPTION>EXHIBIT 13
<TEXT>
<PAGE>


                                                   Becton, Dickinson and Company

Summary

Ten-Year Summary of Selected Financial Data
Years Ended September 30
Dollars in millions, except per-share amounts

<TABLE>
<CAPTION>
                                               2003       2002         2001              2000
- -----------------------------------------------------------------------------------------------
<S>                                          <C>        <C>          <C>              <C>
Operations
Revenues                                     $4,527.9   $4,033.1     $3,746.2         $3,618.3
Research and Development Expense                235.1      220.2        211.8            223.8
Operating Income                                749.1      675.7        637.8            514.8
Interest Expense, Net                            36.6       33.3         55.4             74.2
Income Before Income Taxes and
   Cumulative Effect of Accounting Changes      709.7      628.6        576.8            519.9
Income Tax Provision                            162.7      148.6        138.3            127.0
Net Income                                      547.1      480.0        401.7(A)         392.9
Basic Earnings Per Share                         2.14       1.85         1.55(A)          1.54
Diluted Earnings Per Share                       2.07       1.79         1.49(A)          1.49
Dividends Per Common Share                        .40        .39          .38              .37

Financial Position
Current Assets                               $2,338.6   $1,917.2(E)  $1,751.4(E)      $1,660.7
Current Liabilities                           1,043.4    1,248.1(E)   1,260.3(E)       1,353.5
Property, Plant and Equipment, Net            1,844.8    1,765.7      1,716.0          1,576.1
Total Assets                                  5,572.3    5,029.0(E)   4,790.8(E)       4,505.1
Long-Term Debt                                1,184.0      803.0        783.0            779.6
Shareholders' Equity                          2,897.0    2,480.9(E)   2,321.7(E)       1,956.0
Book Value Per Common Share                     11.54       9.71(E)      8.96(E)          7.72

Financial Relationships
Gross Profit Margin                              48.4%      48.3%        48.9%            48.9%
Return on Revenues                               12.1%      11.9%        11.7%(C)         10.9%
Return on Total Assets(B)                        14.2%      13.6%(E)     13.8%(E)         13.6%
Return on Equity                                 20.3%      20.0%(E)     20.4%(C)(E)      21.1%
Debt to Capitalization(D)                        30.4%      32.6%(E)     33.9%(E)         41.4%

Additional Data
Number of Employees                            24,800     25,200       24,800           25,000
Number of Shareholders                          9,868     10,050       10,329           10,822
Average Common and Common
   Equivalent Shares Outstanding-
      Assuming Dilution (millions)              263.6      268.2        268.8            263.2
Depreciation and Amortization                $  344.5   $  304.6     $  305.7         $  288.3
Capital Expenditures                            261.0      259.7        370.8            376.4
</TABLE>

(A)  Includes cumulative effect of accounting change of $36.8 ($.14 per basic
     and diluted share).

(B)  Earnings before interest expense, taxes and cumulative effect of accounting
     changes as a percent of average total assets.

(C)  Excludes the cumulative effect of accounting changes.

(D)  Total debt as a percent of the sum of total debt, shareholders' equity and
     net non-current deferred income tax liabilities.

(E)  Restated to reflect the change from the LIFO to FIFO inventory valuation
     method in 2003.


                                       21



<PAGE>


                                                   Becton, Dickinson and Company

<TABLE>
<CAPTION>
  1999       1998       1997       1996       1995        1994
- ---------------------------------------------------------------
<S>        <C>        <C>        <C>        <C>        <C>
$3,418.4   $3,116.9   $2,810.5   $2,769.8   $2,712.5   $2,559.5
   254.0      217.9      180.6      154.2      144.2      144.2
   445.2      405.4      450.5      431.2      396.7      325.0
    72.1       56.3       39.4       37.4       42.8       47.6

   372.7      340.9      422.6      393.7      349.6      296.2
    96.9      104.3      122.6      110.2       97.9       69.0
   275.7      236.6      300.1      283.4      251.7      227.2
    1.09        .95       1.21       1.10        .92        .77
    1.04        .90       1.15       1.05        .89        .76
     .34        .29        .26        .23        .21        .19

$1,683.7   $1,542.8   $1,312.6   $1,276.8   $1,327.5   $1,326.6
 1,329.3    1,091.9      678.2      766.1      720.0      678.3
 1,431.1    1,302.7    1,250.7    1,244.1    1,281.0    1,376.3
 4,437.0    3,846.0    3,080.3    2,889.8    2,999.5    3,159.5
   954.2      765.2      665.4      468.2      557.6      669.2
 1,768.7    1,613.8    1,385.4    1,325.2    1,398.4    1,481.7
    7.05       6.51       5.68       5.36       5.37       5.27

    49.9%      50.6%      49.7%      48.4%      47.0%      45.3%
     8.1%       7.6%      10.7%      10.2%       9.3%       8.9%
    10.9%      11.7%      15.9%      15.2%      13.3%      11.5%
    16.3%      15.8%      22.1%      20.8%      17.5%      15.5%
    47.2%      41.4%      36.3%      34.3%      35.2%      36.1%

  24,000     21,700     18,900     17,900     18,100     18,600
  11,433      9,784      8,944      8,027      7,712      7,489

   264.6      262.1      259.6      267.6      280.4      298.6
$  258.9   $  228.7   $  209.8   $  200.5   $  207.8   $  203.7
   311.5      181.4      170.3      145.9      123.8      123.0
</TABLE>


                                       22



<PAGE>


                                                   Becton, Dickinson and Company

Financial Review

Company Overview

Becton, Dickinson and Company ("BD") is a medical technology company that serves
healthcare institutions, life science researchers, clinical laboratories,
industry and the general public. BD manufactures and sells a broad range of
medical supplies, devices, laboratory equipment and diagnostic products. We
focus strategically on achieving growth in three worldwide business segments-BD
Medical ("Medical"), formerly BD Medical Systems; BD Diagnostics
("Diagnostics"), formerly BD Clinical Laboratory Solutions; and BD Biosciences
("Biosciences"). Our products are marketed in the United States and
internationally through independent distribution channels, directly to end users
and by sales representatives. The following references to years relate to our
fiscal year, which ends on September 30.

Accounting Change

During the fourth quarter, we changed our method of determining cost for
inventory previously determined under the last-in, first-out ("LIFO") method to
the first-in, first-out ("FIFO") method. As further discussed in Note 2 of the
Notes to Consolidated Financial Statements, the change to the FIFO method has
been retroactively applied by restating the accompanying financial statements.

Revenues and Earnings

Worldwide revenues in 2003 were $4.5 billion, an increase of 12% over 2002.
Underlying revenue growth of 8%, which excludes the estimated favorable impact
of foreign currency translation of 4%, resulted primarily from volume increases
in all segments.

     Medical revenues in 2003 of $2.5 billion increased 14% over 2002 or 10%,
excluding the estimated impact of favorable foreign currency translation of 4%.
Revenue growth in the Medical Surgical Systems unit of this segment accounted
for approximately 4 points of the underlying growth and included U.S.
safety-engineered product sales of $407 million compared with $353 million in
the prior year. This growth was partly offset by reduced sales of conventional
devices in the United States. Revenue growth in the Pharmaceutical Systems unit
contributed approximately 3 points of the underlying growth rate. Sales of BD
Bifurcated Needles used in the administration of smallpox vaccines and
auto-disable devices to non-U.S. governments also contributed to the growth rate
of these units, representing approximately 1 point of the overall underlying
growth rate of the Medical segment. Revenue growth in the Diabetes Care unit,
which accounted for approximately 2 points of the underlying growth, benefited
from a favorable comparison with the prior year. Prior year revenues reflected
the unfavorable effects of redirecting promotional efforts towards branded
insulin syringe sales at the retail level for U.S. Diabetes Care products and
revisions to sales and inventory estimates provided to us from distribution
channel partners. See additional discussion on revenue recognition in "Critical
Accounting Policies" below. Revenue growth in this unit included sales of $15
million related to the launch of blood glucose monitoring meters, test strips,
and related disposables, in the United States and Canada.

     Medical operating income was $556 million in 2003 compared with $470
million in 2002. The increase in Medical operating income reflected gross profit
margin improvement resulting from continued conversion to safety-engineered
devices from conventional products. The Medical operating income growth rate
also benefited from a favorable comparison to the prior year, which included $23
million of special charges, net of reversals, and $7 million of other
manufacturing restructuring costs, as discussed below, as well as the impact of
the above-mentioned factors affecting the Diabetes Care unit. Partially
offsetting the growth in Medical operating income was higher incremental
spending for the launch of the blood glucose monitoring product line.

     Diagnostics revenues in 2003 of $1.4 billion rose 11% over 2002, or 7%
excluding the estimated impact of favorable foreign currency translation of 4%.
Revenues in the Preanalytical Systems unit and the Diagnostic Systems unit each
contributed about one-half of the underlying revenue growth. Revenues in the
Preanalytical Systems unit included U.S. safety-engineered device sales of $272
million compared with $220 million in the prior year. This growth was partly
offset by reduced sales of conventional devices in the United States. Revenues
in the Diagnostics Systems unit reflected strong worldwide sales of its
molecular diagnostic platform, BD ProbeTec ET, which reported incremental sales
of $29 million over 2002, and good worldwide performance in the more traditional
infectious disease categories.

     Diagnostics operating income was $302 million in 2003 compared with $251
million in 2002. This increase reflected gross profit margin improvement
resulting from increased sales of products that have higher overall gross profit
margins, including safety-engineered products and the BD ProbeTec ET platform.

     Biosciences revenues in 2003 of $697 million increased 8% over 2002, or 3%
excluding the estimated impact of favorable foreign currency translation of 5%.
The primary growth driver was Immunocytometry Systems unit revenues, which
included sales of the BD FACSAria cell sorter, which replaced the BD FACSVantage
cell sorter upon launch in March 2003. Clontech revenues declined due to
continued weakness in demand for certain reagent products and the shift of
research spending away from gene identification programs to gene function and
other related studies.

     Biosciences operating income was $89 million in 2003 compared with $117
million in 2002. Excluding the $27 million of impairment charges, as discussed
below, operating income was slightly below the prior year. Higher gross profit
margins from strong sales of flow cytometry reagents and instruments, compared
to the prior year, was offset by inventory writedowns, as discussed below.

   On a geographic basis, revenues outside the United States in 2003 increased
17% to $2.2 billion. Excluding the estimated impact of favorable foreign
currency translation of 9%, underlying revenue growth outside the United States
was 8%. Revenues in Europe accounted for approximately 4 points of the
underlying revenue growth, led by strong sales of prefillable syringes, BD
Bifurcated Needles and hypodermic products.


                                       23



<PAGE>


Financial Review                                   Becton, Dickinson and Company

Revenues in Japan contributed approximately 2 points of the underlying revenue
growth, led by strong sales growth of prefillable syringes. Revenue growth was
adversely impacted by unfavorable economic conditions in Latin America.

     Revenues in the United States in 2003 of $2.3 billion increased 8%,
primarily from strong sales of safety-engineered devices. This growth was partly
upset by reduced sales of conventional devices. Revenue growth in the Diabetes
Care unit included sales of $13 million related to the launch of blood glucose
monitoring meters, test strips, and related disposables, and benefited from a
favorable comparison with the prior year, which reflected the impact of the
above-mentioned factors affecting the Diabetes Care unit. U.S. revenue growth
was partially offset by lower sales of Clontech reagent revenues, as discussed
above.

     We recorded non-cash charges of $34 million in the third quarter of 2003 in
cost of products sold. The majority of these charges resulted from the decision
to discontinue the development of certain products and product applications
associated with the BD IMAGN instrument platform in the Biosciences segment. As
a result, we recorded an impairment charge of $27 million for the related
intangible assets and inventory. In addition, as the result of a review of
under-performing portions of its Clontech product line, the Biosciences segment
also wrote down the value of related inventory and intellectual property by $7
million. See Note 2 of the Notes to Consolidated Financial Statements for
further discussion of the write-down of the intangible assets.

     Gross profit margin was 48.4% in 2003 compared with 48.3% in 2002.
Excluding the aforementioned impairment charges of $27 million in 2003, the
increase in gross profit margin primarily reflected increased sales of
safety-engineered products, which have higher overall gross profit margins,
compared to the prior year. Such increase was unfavorably impacted by increased
costs associated with our blood glucose monitoring products.

     Selling and administrative expense of $1.2 billion in 2003 was 26.7% of
revenues, compared to $1 billion in 2002, or 25.6% of revenues. This increase
was primarily the result of incremental spending on key initiatives, including
our enterprise-wide program to upgrade our business information systems and
processes, and the launch of our blood glucose monitoring products.

     Investment in research and development in 2003 was $235 million, or 5.2% of
revenues, compared with $220 million, or 5.5% of revenues, in 2002. Incremental
spending was concentrated primarily in key initiatives, including blood glucose
monitoring, ophthalmic systems and advanced drug delivery systems.

     We recorded special charges of $22 million in 2002. Included in these
charges were $26 million of charges related to a manufacturing restructuring
program in the Medical segment, as more fully described in Note 5 of the Notes
to Consolidated Financial Statements. Special charges were net of the reversal
of $4 million of fiscal 2000 special charges, primarily due to lower than
anticipated employee severance and lease cancellation costs. Fiscal 2002 results
also reflect $7 million of other manufacturing costs, primarily accelerated
depreciation related to the restructuring program that are included in cost of
products sold. Beginning in 2004, we expect to achieve annual savings of
approximately $15 million related to this restructuring program.

     Operating margin in 2003 was 16.5% of revenues, compared with 16.8% in
2002. Operating income in 2003 of $749 million included $34 million of non-cash
charges, as discussed earlier. Operating income in 2002 of $676 million included
$22 million of special charges, as discussed earlier. Excluding these charges,
operating margin was about the same in both years.

     Net interest expense was $37 million in 2003, compared with $33 million in
2002. This increase was primarily due to higher long-term debt levels and a
reduction in capitalized interest, partially offset by lower short-term interest
rates.

     Other expense, net of $3 million in 2003 consisted primarily of write-downs
of investments and intangible assets of $5 million, which were partially offset
by foreign exchange gains of $2 million. Other expense, net of $14 million in
2002 included net losses on investments of $19 million, which reflect declines
in fair values that were deemed other than temporary. Also included in other
expense, net in 2002 were foreign exchange gains of $16 million that were
substantially offset by write-downs of assets held for sale and asset
abandonments of $14 million.

     The effective tax rate in 2003 was 22.9%, which includes the impact from
the 2003 non-cash charges, compared to 23.6% in 2002, which includes the impact
from the 2002 special charges.

     Net income and diluted earnings per share in 2003 were $547 million and
$2.07 respectively. Non-cash charges in 2003, as discussed earlier, reduced net
income by $20 million and diluted earnings per share by 8 cents. Net income and
diluted earnings per share in 2002 were $480 million and $1.79, respectively.
Special charges reduced net income by $17 million and diluted earnings per share
by 6 cents in 2002.

Financial Instrument Market Risk

We selectively use financial instruments to manage the impact of foreign
exchange rate and interest rate fluctuations on earnings. The counterparties to
these contracts are highly-rated financial institutions. We do not enter into
financial instruments for trading or speculative purposes.

     Our foreign currency exposure is concentrated in Western Europe, Asia
Pacific, Japan and Latin America. We face transactional currency exposures that
arise when we enter into transactions in non-hyperinflationary countries,
generally on an intercompany basis, that are denominated in currencies other
than our functional currency. We hedge substantially all such foreign exchange
exposures primarily through the use of forward contracts and currency options.
We also face currency exposure that arises from translating the results of our
worldwide operations to the U.S. dollar at exchange rates that have fluctuated
from the beginning of the period. We purchase option and forward contracts to
partially protect against adverse foreign exchange rate movements. Gains or
losses on our derivative instruments are largely offset by the gains or losses
on the underlying hedged transactions. For foreign currency derivative
instruments, market risk is determined by calculating the impact on fair value
of an assumed one-time


                                       24



<PAGE>


Financial Review                                   Becton, Dickinson and Company

change in foreign exchange rates relative to the U.S. dollar. Fair values were
estimated based on market prices, when available, or dealer quotes. The
reduction in fair value of our purchased option contracts is limited to the
option's fair value. With respect to the derivative instruments outstanding at
September 30, 2003, a 10% appreciation of the U.S. dollar over a one-year period
would increase pre-tax earnings by $73 million, while a 10% depreciation of the
U.S. dollar would decrease pre-tax earnings by $37 million. Comparatively,
considering our derivative instruments outstanding at September 30, 2002, a 10%
appreciation of the U.S. dollar over a one-year period would have increased
pre-tax earnings by $27 million, while a 10% depreciation of the U.S. dollar
would have decreased pre-tax earnings by $15 million. These calculations do not
reflect the impact of exchange gains or losses on the underlying positions that
would partially offset the results of the derivative instruments.

     Our primary interest rate exposure results from changes in short-term U.S.
dollar interest rates. Our debt portfolio at September 30, 2003, is primarily
U.S. dollar-denominated, with less than 2% being foreign denominated. Therefore,
transaction and translation exposure relating to our debt portfolio is minimal.
In an effort to manage interest rate exposures, we strive to achieve an
acceptable balance between fixed and floating rate debt and may enter into
interest rate swaps to help maintain that balance. For interest rate derivative
instruments, market risk is determined by calculating the impact to fair value
of an assumed one-time change in interest rates across all maturities. Fair
values were estimated based on dealer quotes. A change in interest rates on
short-term debt is assumed to impact earnings and cash flow but not fair value
because of the short maturities of these instruments. A change in interest rates
on long-term debt is assumed to impact fair value but not earnings or cash flow
because the interest rates are fixed. See Note 9 of the Notes to Consolidated
Financial Statements for additional discussion of our debt portfolio. Based on
our overall interest rate exposure at September 30, 2003 and 2002, a change of
10% in interest rates would not have a material effect on our earnings or cash
flows over a one-year period. An increase of 10% in interest rates would
decrease the fair value of our long-term debt and interest rate swaps at
September 30, 2003 and 2002 by approximately $35 million and $27 million,
respectively. A 10% decrease in interest rates would increase the fair value of
our long-term debt and interest rate swaps at both September 30, 2003 and 2002
by approximately $39 million and $30 million, respectively.

     See Note 10 of the Notes to Consolidated Financial Statements for
additional discussion of our outstanding forward exchange contracts, currency
options and interest rate swaps at September 30, 2003.

Liquidity and Capital Resources

Cash provided by operations, which continues to be our primary source of funds
to finance operating needs and capital expenditures, was $906 million in 2003
compared to $836 million in 2002. Cash provided by operations was reduced by
$100 million in both 2003 and 2002, reflecting the impact of cash contributions
to the U.S. pension plan. Inventories increased by $109 million during 2003 to
$795 million, due primarily to foreign currency translation adjustments and
inventory of blood glucose monitoring products in anticipation of future sales.

     Capital expenditures were $261 million in 2003, compared to $260 million in
the prior year. Medical and Diagnostics capital spending, which totaled $167
million and $62 million, respectively in 2003, included spending for various
capacity expansions as well as safety-engineered devices. Biosciences capital
spending, which totaled $22 million in 2003, included spending on new products
and manufacturing capacity expansions.

     Net cash used for financing activities was $292 million in 2003 as compared
to $314 million during 2002. At September 30, 2003, 3.6 million common shares
remained under a January 2003 Board of Directors' resolution that authorized the
repurchase of up to 10 million common shares. Total debt at September 30, 2003,
was $1.3 billion compared with $1.2 billion at September 30, 2002. Short-term
debt declined to 9% of total debt at year-end, from 35% at the end of 2002. This
change was attributable to the issuance to the public in April 2003 of $200
million of 10-year 4.55% Notes and $200 million of 15-year 4.9% Notes, the net
proceeds from which were used to repay commercial paper. Floating rate debt was
55% of total debt at the end of 2003 and 59% of total debt at the end of 2002.
Our weighted average cost of total debt at the end of 2003 was 3.8%, down
slightly from 4% at the end of last year due to lower short-term interest rates.
Debt-to-capitalization at year-end improved to 30.4% from 32.6% last year. Cash
and equivalents were $520 million and $243 million at September 30, 2003 and
2002, respectively.

     We use commercial paper to meet our short-term financing needs, including
working capital requirements. We have available a $900 million syndicated credit
facility, consisting of a $450 million five-year line of credit maturing in
August 2006 and a $450 million 364-day line of credit maturing in August 2004.
The facility contains a single financial covenant relating to our interest
coverage ratio. It can be used to support our commercial paper program, under
which there was $100 million outstanding at September 30, 2003, or for other
general corporate purposes. There were no borrowings outstanding under the
facility at September 30, 2003. In addition, we have informal lines of credit
outside the United States. At September 30, 2003, our long-term debt was rated
"A2" by Moody's and "A+" by Standard and Poor's and our commercial paper ratings
were "P-1" by Moody's and "A-1" by Standard and Poor's. Given the availability
of these facilities and our strong credit ratings, we continue to have a high
degree of confidence in our ability to refinance maturing short-term and
long-term debt, as well as to incur substantial additional debt, if required.

     Return on equity was 20.3% in 2003 compared with 20.0% in 2002.

Other Matters

We believe that the non-discretionary nature of our core products, our
international diversification, and our ability to meet


                                       25



<PAGE>


Financial Review                                   Becton, Dickinson and Company

the needs of the worldwide healthcare industry with cost-effective and
innovative products will continue to cushion the long-term impact on BD of
potential economic and political dislocations in the countries in which we do
business, including the effects of possible healthcare system reforms. In 2003,
inflation did not have a material impact on our overall operations.

Use of Non-GAAP Financial Measures

When discussing our financial performance, we at times will present certain
non-GAAP (generally accepted accounting principles) financial measures, as
follows:

o    We present revenue growth rates at constant foreign exchange rates. We
     believe that presenting growth rates at constant foreign exchange rates
     allows investors to view the actual operating results of BD and of its
     segments without the impact of fluctuations in foreign currency exchange
     rates, thereby facilitating comparisons to prior periods.

o    We present earnings per share and other financial measures after excluding
     the impact of significant charges, and the impact of unusual or
     non-recurring items. We believe that excluding such impact from these
     financial measures allows investors to more easily compare BD's financial
     performance to prior periods and to understand the operating results of BD
     without the effects of these significant charges and unusual or
     non-recurring items.

     BD's management considers these non-GAAP financial measures internally in
evaluating BD's performance. Investors should consider these non-GAAP measures
in addition to, not as a substitute for or as superior to, measures of financial
performance prepared in accordance with GAAP.

Litigation-Other than Environmental

In 1986, we acquired a business that manufactured, among other things, latex
surgical gloves. In 1995, we divested this glove business. We, along with a
number of other manufacturers, have been named as a defendant in approximately
523 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, New Jersey and
New York. Generally, these actions allege that medical personnel have suffered
allergic reactions ranging from skin irritation to anaphylaxis as a result of
exposure to medical gloves containing natural rubber latex. Since the inception
of this litigation, 367 of these cases have been closed with no liability to BD
(313 of which were closed with prejudice), and 28 cases have been settled for an
aggregate de minimis amount. We are vigorously defending these remaining
lawsuits.

     We, along with another manufacturer and several medical product
distributors, are named as a defendant in four product liability lawsuits
relating to healthcare workers who allegedly sustained accidental needlesticks,
but have not become infected with any disease. Generally, the remaining actions
allege that healthcare workers have sustained needlesticks using hollow-bore
needle devices manufactured by BD and, as a result, require medical testing,
counseling and/or treatment. Several actions additionally allege that the
healthcare workers have sustained mental anguish. Plaintiffs seek money damages
in all of these actions. We had previously been named as a defendant in seven
similar suits relating to healthcare workers who allegedly sustained accidental
needlesticks, each of which has either been dismissed with prejudice or
voluntarily withdrawn. Regarding the four pending suits:

o    In Ohio, Grant vs. Becton Dickinson et al. (Case No. 98CVB075616, Franklin
     County Court), which was filed on July 22, 1998, the Court of Appeals, by
     order dated June 3, 2003, reversed the trial court's granting of class
     certification and remanded the case for a determination of whether the
     class can be redefined, or the action should be dismissed.

o    In Illinois, McCaster vs. Becton Dickinson et al. (Case No. 98L09478, Cook
     County Circuit Court), which was filed on August 13, 1998, the court issued
     an order on November 22, 2002, denying plaintiff's renewed motion for class
     certification. The plaintiff has voluntarily dismissed the action without
     prejudice and with leave to re-file within one year.

o    In Oklahoma and South Carolina, cases have been filed on behalf of an
     unspecified number of healthcare workers seeking class action certification
     under the laws of these states, in state court in Oklahoma, under the
     caption Palmer vs. Becton Dickinson et al. (Case No. CJ-98-685, Sequoyah
     County District Court), filed on October 27, 1998, and in state court in
     South Carolina, under the caption Bales vs. Becton Dickinson et al. (Case
     No. 98-CP-40-4343, Richland County Court of Common Pleas), filed on
     November 25, 1998.

     We continue to oppose class action certification in these cases and will
continue to vigorously defend these lawsuits, including pursuing all appropriate
rights of appeal.

     BD has insurance policies in place, and believes that a substantial portion
of potential liability, if any, in the latex and class action matters will be
covered by insurance. In order to protect our rights to additional coverage, we
filed an action for declaratory judgement under the caption Becton Dickinson and
Company vs. Adriatic Insurance Company et al. (Docket No. MID-L-3649-99MT,
Middlesex County Superior Court) in New Jersey state court. We have withdrawn
this action, with the right to re-file, so that settlement discussions with the
insurance companies may proceed. We have established reserves to cover
reasonably anticipated legal defense costs in all product liability lawsuits,
including the needlestick class action and latex matters. With regard to the
latex matters, we recorded special charges in 2000 and 1998 of $20 million and
$12 million, respectively. Based on a review of available information at that
time, these charges were recorded to reflect the minimum amount within the then
most probable range of current estimates of litigation defense costs. We do not
anticipate incurring significant one-time charges, similar to 2000 and 1998,
relating to the latex matters in future years.

     On November 6, 2003, a class action complaint was filed against BD in the
Supreme Court of British Columbia under the caption Danielle Cardozo, by her
litigation guardian Darlene Cardozo v. Becton, Dickinson and Company (Civil


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Financial Review                                   Becton, Dickinson and Company

Action No. S83059) alleging personal injury to all persons in British Columbia
that received test results generated by the BD ProbeTec ET instrument.
Plaintiffs seek money damages in an as yet undisclosed amount. We are assessing
this action, and intend to vigorously defend this matter.

     On January 17, 2003, Retractable Technologies, Inc. ("RTI" or "plaintiff")
filed a third amended complaint against BD, another manufacturer and two group
purchasing organizations ("GPO's") under the caption Retractable Technologies,
Inc. vs. Becton Dickinson and Company, et al. (Civil Action No. 501 CV 036,
United States District Court, Eastern District of Texas). Plaintiff alleges that
BD and other defendants conspired to exclude it from the market and to maintain
BD's market share by entering into long-term contracts in violation of state and
Federal antitrust laws. Plaintiff also has asserted claims for business
disparagement, common law conspiracy, and tortious interference with business
relationships. Plaintiff seeks money damages in an as yet undisclosed amount. On
October 6, 2003, BD filed a motion for summary judgment. Argument of that motion
has been scheduled for December 11, 2003, and a trial date has been set for
February 3, 2004. We continue to vigorously defend this matter.

     We also are involved both as a plaintiff and a defendant in other legal
proceedings and claims that arise in the ordinary course of business.

     We currently are engaged in discovery or are otherwise in the early stages
with respect to certain of the litigation to which we are a party, and
therefore, it is difficult to predict the outcome of such litigation. In
addition, given the uncertain nature of litigation generally and of the current
litigation environment, it is difficult to predict the outcome of any litigation
regardless of its stage. A number of the cases pending against BD present
complex factual and legal issues and are subject to a number of variables,
including, but not limited to, the facts and circumstances of each particular
case, the jurisdiction in which each suit is brought, and differences in
applicable law. As a result, we are not able to estimate the amount or range of
loss that could result from an unfavorable outcome of such matters. In
accordance with generally accepted accounting principles, we establish reserves
to the extent probable future losses are estimable. While we believe that the
claims against BD are without merit and, upon resolution, should not have a
material adverse effect on BD, in view of the uncertainties discussed above, we
could incur charges in excess of currently established reserves and, to the
extent available, excess liability insurance. Accordingly, in the opinion of
management, any such future charges, individually or in the aggregate, could
have a material adverse effect on BD's consolidated results of operations and
consolidated net cash flows in the period or periods in which they are recorded
or paid. We continue to believe that we have a number of valid defenses to each
of the suits pending against BD and are engaged in a vigorous defense of each of
these matters.

Environmental Matters

We believe that our operations comply in all material respects with applicable
laws and regulations. We are a party to a number of Federal proceedings in the
United States brought under the Comprehensive Environment Response, Compensation
and Liability Act, also known as "Superfund," and similar state laws. For all
sites, there are other potentially responsible parties that may be jointly or
severally liable to pay all cleanup costs. We accrue costs for estimated
environmental liabilities based upon our best estimate within the range of
probable losses, without considering possible third-party recoveries. While we
believe that, upon resolution, the environmental claims against BD should not
have a material adverse effect on BD, we could incur charges in excess of
presently established reserves and, to the extent available, excess liability
insurance. Accordingly, in the opinion of management, any such future charges,
individually or in the aggregate, could have a material adverse effect on BD's
consolidated results of operations and consolidated net cash flows in the period
or periods in which they are recorded or paid.

2002 Compared With 2001

Worldwide revenues in 2002 were $4 billion, an increase of 8% over 2001 and
resulted primarily from volume increases in all segments. Sales of
safety-engineered devices grew 38% to $573 million.

     Medical revenues in 2002 of $2.2 billion increased 7% over 2001 or 8%,
excluding the effect of unfavorable foreign currency translation of 1%. The
primary growth drivers were the conversion to safety-engineered devices, which
accounted for $353 million in revenues compared with $253 million in the prior
year. Also contributing to the growth of this segment were sales of worldwide
prefillable drug delivery devices, which grew $48 million or 17%. Medical
revenue growth was partly offset by reduced sales of conventional devices in the
United States due to the transition to safety-engineered devices and, to a
lesser extent, by lower U.S. sales of Diabetes Care products, reflecting the
unfavorable effects of redirecting promotional efforts toward branded insulin
syringe sales at the retail level and revisions to sales and inventory estimates
provided to us from distribution channel partners.

     Medical operating income was $470 million in 2002 compared with $447
million in 2001. Medical operating income in 2002 included $23 million of
special charges, net of reversals, and $7 million of related manufacturing
restructuring costs, as discussed above. Medical operating income in 2001
included $17 million of goodwill amortization recorded prior to the adoption of
SFAS Nos. 141 and 142, as discussed below. Excluding these items in both years,
the increase in Medical operating income reflects gross profit margin
improvement resulting from continued conversion to safety-engineered devices
from conventional products. Medical operating income was negatively impacted by
economic conditions in Latin America and the impact of the above-mentioned
factors affecting the Diabetes Care unit.

   Diagnostics revenues in 2002 of $1.2 billion rose 7% over 2001 or 8%,
excluding the effect of unfavorable foreign currency translation of 1%. Major
elements comprising this underlying revenue growth were the continued conversion
to safety-engineered products in the Preanalytical Systems unit of the segment,
which accounted for $220 million in revenues compared with $163 million in 2001.
Diagnostics revenue growth was


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partly offset by reduced sales of conventional devices in the United States.
Revenue growth was favorably impacted by incremental BD ProbeTec ET system sales
of $19 million over 2001 in the Diagnostic Systems unit of the segment.

     Diagnostics operating income was $251 million in 2002 compared with $213
million in 2001. Excluding goodwill amortization of $6 million in 2001, the
increase in Diagnostics operating income reflects gross profit margin
improvement resulting from continued conversion to safety-engineered devices
from conventional products and the improved profitability of the BD ProbeTec ET
platform.

     Biosciences revenues in 2002 of $645 million increased 9% over 2001 or 10%,
excluding the effect of unfavorable foreign currency translation of 1%. This
growth was led by sales of Immunocytometry Systems products, particularly BD
FACS flow cytometry systems, which contributed approximately 5 points of the
underlying revenue growth. In addition, sales in the Discovery Labware and
Pharmingen units each contributed about 3 points of the underlying revenue
growth. Clontech unit revenues decreased about $6 million from 2001 due to
continued weakness in some portions of the molecular biology market, largely due
to a softness in pharmaceutical/biotech research and development spending, and a
shift in pharmaceutical focus from early stage drug target identification to
later stage drug development.

     Biosciences operating income in 2002 was $117 million compared with $97
million in 2001. Excluding goodwill amortization of $13 million in 2001, the
increase in Biosciences operating income reflects improved gross profit margins
on Pharmingen reagents and Discovery Labware products due to lower manufacturing
costs and shifts to sales of products with higher gross profit margins than the
mix of products sold in 2001. Biosciences operating income was negatively
impacted primarily by lower margins on Clontech reagents due to the market
weakness described above and to a lesser extent by lower margins on flow
cytometry products due to competitive pricing pressures and higher manufacturing
costs.

     On a geographic basis, revenues outside the United States in 2002 increased
7% to $ 1.9 billion. Excluding the estimated impact of unfavorable foreign
currency translation of 2%, underlying revenue growth outside the United States
was 9%. Revenues in Europe accounted for approximately 5 points of the
underlying revenue growth and were led by strong sales of prefillable syringes,
BD FACS flow cytometry systems and hypodermic products. Revenues in the Asia
Pacific region contributed about 2 points of the underlying revenue growth and
were led by strong sales growth of Immunocytometry Systems products and I.V.
catheters. As indicated earlier, revenues were adversely impacted by economic
conditions in Latin America.

     Revenues in the United States in 2002 of $2.2 billion increased 8%,
primarily from strong sales of safety-engineered devices. This growth was partly
offset by reduced sales of conventional devices. Revenue growth was offset by
lower sales of Diabetes Care products and Clontech reagent revenues, as
discussed above.

     Gross profit margin was 48.3% in 2002, compared with 48.9% in 2001. Higher
gross margins from sales of our safety-engineered products were more than offset
by lower sales of products with overall higher gross profit margins, including
insulin syringes and products in the Biosciences segment, as discussed earlier.

     Selling and administrative expense of $1 billion in 2002 was 25.6% of
revenues, compared to $983 million in 2001, or 26.2% of revenues. Selling and
administrative expense in 2001 included $32 million of goodwill amortization.

     Investment in research and development in 2002 was $220 million, or 5.5% of
revenues, compared with $212 million, or 5.7% of revenues in 2001. Incremental
spending was concentrated primarily in the Biosciences segment and in key
initiatives, including blood glucose monitoring.

     Operating margin in 2002 was 16.8% of revenues, compared with 17% in 2001.
Operating income in 2002 of $676 million included $22 million of special charges
and $7 million of other manufacturing restructuring charges. Operating income in
2001 of $638 million included $36 million of goodwill amortization. Excluding
these items, the decline in operating margin reflected the decrease in gross
profit margin.

     Net interest expense of $33 million in 2002 was $22 million lower than in
2001, primarily due to lower interest rates.

     Other expense, net of $14 million in 2002 included net losses on
investments of $19 million, which reflect declines in fair values that were
deemed other than temporary. Also included in other expense, net in 2002 were
foreign exchange gains of $16 million that were substantially offset by
write-downs of assets held for sale and asset abandonments of $14 million. Other
expense, net in 2001 of $6 million, included write-downs of equity investments
to fair value of $6 million.

     The effective tax rate in 2002 was 23.6% compared to 24.0% in 2001.

     Net income and diluted earnings per share in 2002 were $480 million, or
$1.79, respectively, compared with $438 million, or $1.63 in 2001, before the
cumulative effect of accounting change, as described below. Special charges in
2002 reduced net income and diluted earnings per share, before the cumulative
effect of accounting change by $17 million and 6 cents, respectively. In 2001,
goodwill amortization reduced net income and diluted earnings per share, before
the cumulative effect of accounting change by $28 million and 10 cents,
respectively.

     We adopted the provisions of Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements," ("SAB 101") in the fourth quarter of 2001
and, as a result, recorded the following accounting changes, described below,
effective October 1, 2000. We changed our method of accounting for revenue
related to branded insulin syringe products that were sold under incentive
programs to distributors in the U.S. consumer trade channel. We concluded that
the preferable method is to defer revenue recognition until such product is sold
by the distributor to the end customer using inventories reported by such
distributors. We also changed our accounting method for certain Biosciences
instruments to defer revenue from these products until completion of
installation at the customer's site. As a result of these accounting changes, we
recorded a total cumulative effect of change in accounting principle of $37
million, net of tax in 2001. See Note 2 of the Notes to Consolidated


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Financial Review                                   Becton, Dickinson and Company

Financial Statements for additional discussion of the accounting change. Net
income and diluted earnings per share in 2001 were $402 million, or $1.49 per
share, after reflecting the after-tax cumulative effect of accounting change of
$.14 per share.

     Cash provided by operations, which continued to be our primary source of
funds to finance operating needs and capital expenditures, was $836 million
compared to $779 million in 2001. The increase in cash provided by changes in
working capital reflects lower trade receivables and inventory levels in 2002.

     Capital expenditures were $260 million in 2002, compared to $371 million in
2001. This decline reflects an overall reduction of spending relative to the
peak period of capital intensity relating to the conversion of safety-engineered
devices. Medical, Diagnostics and Biosciences capital spending totaled $182
million, $42 million and $23 million, respectively in 2002.

     Net cash used for financing activities was $314 million in 2002 as compared
to $201 million during 2001. The increase in cash used for financing activities
was due primarily to the repurchase of 6.6 million shares of our common stock
for $224 million during 2002. Total debt at September 30, 2002, remained
virtually unchanged from the prior year. Short-term debt was 35% of total debt
at year-end, compared to 37% at the end of 2001. Floating rate debt was 59% of
total debt at the end of 2002 and 69% of total debt at the end of 2001. Our
weighted average cost of total debt at the end of 2002 was 4%, down from 4.8% at
the end of 2001 due to lower short-term interest rates.

Future Impact of Currently Known Trends

Pension Plan Assets and Assumptions-In order to mitigate a reduction in the
market value of assets held by our U.S. pension plan during fiscal years 2002
and 2001, resulting from overall declines in the U.S. equity markets, we made
funding contributions of $100 million in both fiscal 2003 and 2002 to this plan.
Despite these contributions, such market value decline is expected to continue
to negatively impact pension expense in 2004. In addition, based on an annual
internal study of actuarial assumptions, the discount rate was reduced to 6.25%
from 6.75% and the rate of compensation was increased to 4.25% from 4.00%. As a
result of these and other developments, the 2004 net periodic benefit cost for
the U.S. pension plan is anticipated to be approximately $18 million higher than
in 2003.

Pending Adoption of New Accounting Standards-In January 2003, the Financial
Accounting Standards Board ("FASB") issued Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46"). FIN 46 significantly changes whether
entities included in its scope are consolidated by their sponsors, transferors
or investors. The Interpretation introduces a new consolidation model, "the
variable interests model," which determines control based on potential
variability in gains and losses of the entity being evaluated for consolidation.
Under FIN 46, variable interest entities are to be consolidated if certain
conditions are met. Variable interests are contractual, ownership or other
interests in an entity that expose their holders to the risks and rewards of the
variable interest entity. Variable interests include equity investments, leases,
derivatives, guarantees and other instruments whose values change with changes
in the variable interest entity's assets. The provisions of the Interpretation,
as amended by FIN 46-6, "Effective Date of FASB Interpretation No. 46,
Consolidation of Variable Interest Entities," are effective for BD as of March
31, 2004, for variable interest entities acquired before February 1, 2003 and
immediately for any variable interest entities acquired after January 31, 2003.
We are in the process of evaluating the applicability and impact of FIN 46 to
certain interests entered into prior to February 1, 2003, although we do not
expect that FIN 46 will have a material impact on our consolidated financial
position or results of operations in 2004.

     On April 30, 2003, the FASB issued Statement No. 149, "Amendment of
Statement No. 133 on Derivative Instruments and Hedging Activities." This
Statement amends and clarifies the financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities under Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities." Statement No. 149 includes
decisions made as part of the Derivatives Implementation Group process that
effectively required amendments to Statement No. 133. Statement No. 149 is
effective for contracts entered into or modified after June 30, 2003, and for
hedging relationships designated after June 30, 2003. The provisions of
Statement No. 149 that relate to Statement No. 133 implementation issues and
that have been effective for fiscal quarters that began prior to June 15, 2003,
will continue to be applied in accordance with their respective effective dates.
This Statement did not impact our consolidated financial position or result of
operations in 2003.

Critical Accounting Policies

The Financial Review discusses our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, as well as the disclosure of contingent
assets and liabilities at the date of the financial statements. Some of those
judgments can be subjective and complex and consequently, actual results could
differ from those estimates. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. For any given estimate or assumption
made by management, there may also be other estimates or assumptions that are
reasonable. However, we believe that given the current facts and circumstances,
it is unlikely that applying any such alternative judgments would materially
impact the accompanying financial statements. Management believes the following
critical accounting policies affect the more significant judgments and estimates
used in the preparation of BD's consolidated financial statements.


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Revenue Recognition-We defer revenue recognition related to branded insulin
syringe products that are sold under incentive programs to distributors in the
U.S. consumer trade channel. These distributors have implied rights of return on
unsold merchandise held by them. We recognize revenue on these products upon the
sell-through of the respective product from the distribution channel partner to
its end customer. In determining the amount of sales to record each quarter, we
rely on independent sales and inventory data provided to us from distribution
channel partners. We recognize revenue for certain instruments sold from the
Biosciences segment upon installation at the customer's site. In other instances
in the Biosciences segment, based upon terms of the sales agreements, we
recognize revenue in accordance with Emerging Issues Task Force No. 00-21
"Revenue Arrangements with Multiple Deliverables." These sales agreements have
multiple deliverables and as such, are divided into separate units of
accounting. Revenue is recognized at the completion of each deliverable.
Substantially all other revenue is recognized when products are shipped to
customers.

Impairment of Assets-Pursuant to FASB Statement No. 142, goodwill is subject to
impairment reviews at least annually, or whenever indicators of impairment
arise. Intangible assets other than goodwill and other long-lived assets are
reviewed for impairment in accordance with FASB Statement No. 144. Refer to Note
1 of the Notes to Consolidated Financial Statements for further information.
Impairment reviews are based on a cash flow approach that requires significant
management judgment with respect to future volume, revenue and expense growth
rates, changes in working capital use, appropriate discount rates and other
assumptions and estimates. The estimates and assumptions used are consistent
with BD's business plans. The use of alternative estimates and assumptions could
increase or decrease the estimated fair value of the asset, and potentially
result in different impacts to BD's results of operations. Actual results may
differ from management's estimates.

Investments-We hold minority interests in companies having operations or
technology in areas within or adjacent to BD's strategic focus. Some of these
companies are publicly traded, and for them share prices are available. Some,
however, are non-publicly traded and their value is difficult to determine. We
write down an investment when management believes an investment has experienced
a decline in value that is other than temporary. Future adverse changes in
market conditions or poor operating results of the underlying investments could
result in an inability to recover the carrying value of the investments, thereby
possibly requiring impairment charges in the future.

Contingencies-We are involved, both as a plaintiff and a defendant, in various
legal proceedings that arise in the ordinary course of business, including,
without limitation, product liability and environmental matters, as further
discussed in Note 13 of the Notes to Consolidated Financial Statements. We
assess the likelihood of any adverse judgments or outcomes to these matters as
well as potential ranges of probable losses. In accordance with generally
accepted accounting principles, we establish reserves to the extent probable
future losses are estimable. A determination of the amount of reserves, if any,
for these contingencies is made after careful analysis of each individual issue
and, when appropriate, is developed after consultation with outside counsel. The
reserves may change in the future due to new developments in each matter or
changes in our strategy in dealing with these matters.

Benefit Plans-We have significant pension and post-retirement benefit costs and
credits that are developed from actuarial valuations. Inherent in these
valuations are key assumptions including discount rates and expected return on
plan assets. We consider current market conditions, including changes in
interest rates and market returns, in selecting these assumptions. Changes in
the related pension and post-retirement benefit costs or credits may occur in
the future due to changes in the assumptions. See additional discussion above
concerning our U.S. pension plan.

Stock-Based Compensation-As permitted by SFAS No. 123, "Accounting for
Stock-Based Compensation," we currently account for stock options by the
disclosure-only provision of this Statement, and, therefore, we use the
intrinsic value method as prescribed by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," for accounting for stock-based
compensation. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of our stock at the date of the
option grant over the exercise price. We have not incurred any such compensation
expense during the last three fiscal years.

     If we had elected to account for our stock-based compensation awards issued
subsequent to October 1, 1995, using the fair value method, the estimated fair
value of awards would have been charged against income on a straight-line basis
over the vesting period which generally ranges from zero to four years. For the
year ended September 30, 2003, our net income and diluted earnings per share
would have been lower by an estimated $36 million and 12 cents, respectively,
under the fair value method. This effect may not be representative of the pro
forma effect on net income in future years.

Cautionary Statement Pursuant to Private Securities Litigation Reform Act of
1995-"Safe Harbor" for Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a safe harbor for forward-looking statements made by or on behalf of
BD. BD and its representatives may from time to time make certain
forward-looking statements in publicly-released materials, both written and
oral, including statements contained in this report and filings with the
Securities and Exchange Commission and in our other reports to shareowners.
Forward-looking statements may be identified by the use of words like "plan,"
"expect," "believe," "intend," "will," "anticipate," "estimate" and other words
of similar meaning in conjunction with, among other things, discussions of
future operations and financial performance, as well as our strategy for growth,
product development, regulatory approvals, market position and


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Financial Review                                   Becton, Dickinson and Company

expenditures. All statements that address operating performance or events or
developments that we expect or anticipate will occur in the future-including
statements relating to volume growth, sales and earnings per share growth and
statements expressing views about future operating results-are forward-looking
statements within the meaning of the Act.

     Forward-looking statements are based on current expectations of future
events. The forward-looking statements are and will be based on management's
then-current views and assumptions regarding future events and operating
performance, and speak only as of their dates. Investors should realize that if
underlying assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results could vary materially from our expectations and
projections. Investors are therefore cautioned not to place undue reliance on
any forward-looking statements. Furthermore, we undertake no obligation to
update or revise any forward-looking statements whether as a result of new
information, future events and developments or otherwise.

     The following are some important factors that could cause our actual
results to differ from our expectations in any forward-looking statements:

o    Regional, national and foreign economic factors, including inflation and
     fluctuations in interest rates and foreign currency exchange rates and the
     potential effect of such fluctuations on revenues, expenses and resulting
     margins.

o    Competitive product and pricing pressures and our ability to gain or
     maintain market share in the global market as a result of actions by
     competitors, including technological advances achieved and patents attained
     by competitors, particularly as patents on our products expire. While we
     believe our opportunities for sustained, profitable growth are
     considerable, actions of competitors could impact our earnings, share of
     sales and volume growth.

o    Changes in domestic and foreign healthcare resulting in pricing pressures,
     including the continued consolidation among healthcare providers; trends
     toward managed care and healthcare cost containment; and government laws
     and regulations relating to sales and promotion, reimbursement and pricing
     generally.

o    The effects, if any, of governmental and media activities relating to U.S.
     Congressional hearings regarding the business practices of group purchasing
     organizations, which negotiate product prices on behalf of their member
     hospitals with BD and other suppliers.

o    Fluctuations in the cost and availability of raw materials and the ability
     to maintain favorable supplier arrangements and relationships.

o    Our ability to obtain the anticipated benefits of any restructuring
     programs that we may undertake.

o    Adoption of or changes in government laws and regulations affecting
     domestic and foreign operations, including those relating to trade,
     monetary and fiscal policies, taxation, environmental matters, sales
     practices, price controls, licensing and regulatory approval of new
     products, or changes in enforcement practices with respect to any such laws
     and regulations.

o    The effects, if any, of the Severe Acute Respiratory Syndrome ("SARS")
     epidemic.

o    Difficulties inherent in product development, including the potential
     inability to successfully continue technological innovation, complete
     clinical trials, obtain regulatory approvals in the United States and
     abroad, or gain and maintain market approval of products, as well as the
     possibility of encountering infringement claims by competitors with respect
     to patent or other intellectual property rights, all of which can preclude
     or delay commercialization of a product.

o    Significant litigation adverse to BD, including product liability claims,
     patent infringement claims and antitrust claims, as well as other risks and
     uncertainties detailed from time to time in our Securities and Exchange
     Commission filings.

o    The effects, if any, of adverse media exposure or other publicity regarding
     BD's business, operations or allegations made or related to litigation
     pending against BD.

o    Our ability to achieve earnings forecasts, which are generated based on
     projected volumes and sales of many product types, some of which are more
     profitable than others. There can be no assurance that we will achieve the
     projected level or mix of product sales.

o    The effect of market fluctuations on the value of assets in BD's pension
     plans and the possibility that BD may need to make additional contributions
     to the plans as a result of any decline in the value of such assets.

o    Our ability to effect infrastructure enhancements and incorporate new
     systems technologies into our operations.

o    Product efficacy or safety concerns resulting in product recalls,
     regulatory action on the part of the Food and Drug Administration (or
     foreign counterparts) or declining sales.

o    Economic and political conditions in international markets, including civil
     unrest, governmental changes and restrictions on the ability to transfer
     capital across borders.

o    Our ability to penetrate developing and emerging markets, which also
     depends on economic and political conditions, and how well we are able to
     acquire or form strategic business alliances with local companies and make
     necessary infrastructure enhancements to production facilities,
     distribution networks, sales equipment and technology.

o    The impact of business combinations, including acquisitions and
     divestitures, both internally for BD and externally, in the healthcare
     industry.

o    Issuance of new or revised accounting standards by the American Institute
     of Certified Public Accountants, the Financial Accounting Standards Board,
     the Securities and Exchange Commission or the Public Company Accounting
     Oversight Board.

     The foregoing list sets forth many, but not all, of the factors that could
impact our ability to achieve results described in any forward-looking
statements. Investors should understand that it is not possible to predict or
identify all such factors and should not consider this list to be a complete
statement of all potential risks and uncertainties.


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Report of Management

The following consolidated financial statements have been prepared by management
in conformity with accounting principles generally accepted in the United States
and include, where required, amounts based on the best estimates and judgments
of management. The integrity and objectivity of data in the financial statements
and elsewhere in this Annual Report are the responsibility of management.

     In fulfilling its responsibilities for the integrity of the data presented
and to safeguard the Company's assets, management employs a system of internal
accounting controls designed to provide reasonable assurance, at appropriate
cost, that the Company's assets are protected and that transactions are
appropriately authorized, recorded and summarized. This system of control is
supported by the selection of qualified personnel, by organizational assignments
that provide appropriate delegation of authority and division of
responsibilities, and by the dissemination of written policies and procedures.
This control structure is further reinforced by a program of internal audits,
including a policy that requires responsive action by management.

     The consolidated financial statements have been audited by Ernst & Young
LLP, independent auditors, whose report follows. Their audits were conducted in
accordance with auditing standards generally accepted in the United States and
included a review and evaluation of the Company's internal accounting controls
to the extent they considered necessary for the purpose of expressing an opinion
on the consolidated financial statements. This, together with other audit
procedures and tests, was sufficient to provide reasonable assurance as to the
fairness of the information included in the consolidated financial statements
and to support their opinion thereon.

     The Board of Directors monitors the internal control system, including
internal accounting controls, through its Audit Committee which consists of five
independent Directors. The Audit Committee meets periodically with the
independent auditors, internal auditors and financial management to review the
work of each and to satisfy itself that they are properly discharging their
responsibilities. The independent auditors and internal auditors have full and
free access to the Audit Committee and meet with its members, with and without
financial management present, to discuss the scope and results of their audits
including internal control, auditing and financial reporting matters.


Edward J. Ludwig

Edward J. Ludwig
Chairman, President
and Chief Executive Officer


John R. Considine

John R. Considine
Executive Vice President
and Chief Financial Officer


William A. Tozzi

William A. Tozzi
Vice President
and Controller

Report of Ernst & Young LLP, Independent Auditors

To the Shareholders and Board of Directors
Becton, Dickinson and Company

We have audited the accompanying consolidated balance sheets of Becton,
Dickinson and Company as of September 30, 2003 and 2002, and the related
consolidated statements of income, comprehensive income, and cash flows for each
of the three years in the period ended September 30, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Becton,
Dickinson and Company at September 30, 2003 and 2002, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended September 30, 2003, in conformity with accounting principles
generally accepted in the United States.

     As discussed in Note 2 to the financial statements, on January 1, 2002, the
Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets," (SFAS No. 142) to change its method of accounting
for goodwill and other intangible assets.

     As discussed in Note 2 to the financial statements, in fiscal year 2001 the
Company changed its method of accounting for revenue recognition in accordance
with guidance provided in Securities and Exchange Commission Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements."


Ernst & Young LLP

New York, New York
November 6, 2003


                                       32




<PAGE>


                                                   Becton, Dickinson and Company

Financial Statements

Consolidated Statements of Income
Years Ended September 30
Thousands of dollars, except per-share amounts

<TABLE>
<CAPTION>
                                                                       2003         2002          2001
- ---------------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>          <C>
Operations
Revenues                                                            $4,527,940   $4,033,069   $3,746,182

Cost of products sold                                                2,336,290    2,083,669    1,913,292
Selling and administrative expense                                   1,207,464    1,032,043      983,296
Research and development expense                                       235,060      220,186      211,834
Special charges                                                             --       21,508           --
- ---------------------------------------------------------------------------------------------------------

Total Operating Costs and Expenses                                   3,778,814    3,357,406    3,108,422
- ---------------------------------------------------------------------------------------------------------

Operating Income                                                       749,126      675,663      637,760

Interest expense, net                                                  (36,560)     (33,304)     (55,414)
Other expense, net                                                      (2,860)     (13,770)      (5,596)
- ---------------------------------------------------------------------------------------------------------

Income Before Income Taxes and Cumulative
   Effect of Change in Accounting Principle                            709,706      628,589      576,750

Income tax provision                                                   162,650      148,607      138,348
- ---------------------------------------------------------------------------------------------------------

Income Before Cumulative Effect of Change in Accounting Principle      547,056      479,982      438,402

Cumulative effect of change in accounting principle, net of tax             --           --      (36,750)
- ---------------------------------------------------------------------------------------------------------

Net Income                                                          $  547,056   $  479,982   $  401,652
=========================================================================================================

Basic Earnings Per Share

Before Cumulative Effect of Change in Accounting Principle          $     2.14   $     1.85   $     1.69
Cumulative effect of change in accounting principle, net of tax             --           --        (0.14)
- ---------------------------------------------------------------------------------------------------------
Basic Earnings Per Share                                            $     2.14   $     1.85   $     1.55
=========================================================================================================

Diluted Earnings Per Share

Before Cumulative Effect of Change in Accounting Principle          $     2.07   $     1.79   $     1.63
Cumulative effect of change in accounting principle, net of tax             --           --        (0.14)
- ---------------------------------------------------------------------------------------------------------
Diluted Earnings Per Share                                          $     2.07   $     1.79   $     1.49
=========================================================================================================
</TABLE>

See notes to consolidated financial statements


                                       33



<PAGE>


Statements                                         Becton, Dickinson and Company

Consolidated Statements of Comprehensive Income
Years Ended September 30
Thousands of dollars

<TABLE>
<CAPTION>
                                                                           2003       2002       2001
- --------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>
Net Income                                                               $547,056   $479,982   $401,652
- --------------------------------------------------------------------------------------------------------

Other Comprehensive Income (Loss), Net of Tax
   Foreign currency translation adjustments                               207,107     16,472    (38,704)
   Minimum pension liability adjustment                                    (9,248)   (77,661)        --
   Unrealized gains (losses) on investments, net of amounts recognized      9,653      4,005     (3,616)
   Unrealized losses on cash flow hedges, net of amounts realized          (5,499)      (380)    (4,013)
- --------------------------------------------------------------------------------------------------------

Other Comprehensive Income (Loss), Net of Tax                             202,013    (57,564)   (46,333)
- --------------------------------------------------------------------------------------------------------

Comprehensive Income                                                     $749,069   $422,418   $355,319
========================================================================================================
</TABLE>

See notes to consolidated financial statements


                                       34



<PAGE>


Statements                                         Becton, Dickinson and Company

Consolidated Balance Sheets
September 30
Thousands of dollars, except per-share amounts and numbers of shares

<TABLE>
<CAPTION>
                                                                                     2003          2002
- -----------------------------------------------------------------------------------------------------------
<S>                                                                              <C>           <C>
Assets
Current Assets
   Cash and equivalents                                                          $   519,886   $   243,115
   Short-term investments                                                                 --         1,850
   Trade receivables, net                                                            781,342       745,998
   Inventories                                                                       795,014       686,219
   Prepaid expenses, deferred taxes and other                                        242,327       240,048
- -----------------------------------------------------------------------------------------------------------
      Total Current Assets                                                         2,338,569     1,917,230
Property, Plant and Equipment, Net                                                 1,844,771     1,765,730
Goodwill, Net                                                                        536,788       492,327
Core and Developed Technology, Net                                                   242,683       283,166
Other Intangibles, Net                                                               111,713       126,758
Capitalized Software, Net                                                            305,608       284,109
Other                                                                                192,121       159,663
- -----------------------------------------------------------------------------------------------------------
Total Assets                                                                     $ 5,572,253   $ 5,028,983
===========================================================================================================

Liabilities
Current Liabilities
   Short-term debt                                                               $   121,920   $   434,642
   Accounts payable                                                                  221,462       224,645
   Accrued expenses                                                                  362,862       310,238
   Salaries, wages and related items                                                 262,144       225,694
   Income taxes                                                                       74,986        52,873
- -----------------------------------------------------------------------------------------------------------
      Total Current Liabilities                                                    1,043,374     1,248,092
Long-Term Debt                                                                     1,184,031       802,967
Long-Term Employee Benefit Obligations                                               328,807       391,607
Deferred Income Taxes and Other                                                      119,087       105,459

Commitments and Contingencies                                                             --            --

Shareholders' Equity
ESOP convertible preferred stock-$1 par value:
   authorized-1,016,949 shares; issued and outstanding-583,753 shares
   in 2003 and 639,262 shares in 2002                                                 34,448        37,945
Preferred stock, series A-$1 par value: authorized-500,000 shares; none issued            --            --
Common stock-$1 par value: authorized-640,000,000 shares;
   issued-332,662,160 shares in 2003 and 2002                                        332,662       332,662
Capital in excess of par value                                                       257,178       185,122
Retained earnings                                                                  3,950,592     3,507,349
Unearned ESOP compensation                                                            (3,693)       (7,847)
Deferred compensation                                                                  8,974         8,496
Common shares in treasury-at cost-81,528,882 shares in 2003
   and 77,132,248 shares in 2002                                                  (1,439,934)   (1,137,583)
Accumulated other comprehensive loss                                                (243,273)     (445,286)
- -----------------------------------------------------------------------------------------------------------
   Total Shareholders' Equity                                                      2,896,954     2,480,858
- -----------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity                                       $ 5,572,253   $ 5,028,983
===========================================================================================================
</TABLE>

See notes to consolidated financial statements


                                       35



<PAGE>


Statements                                         Becton, Dickinson and Company

Consolidated Statements of Cash Flows
Years Ended September 30
Thousands of dollars

<TABLE>
<CAPTION>
                                                                           2003        2002        2001
- ----------------------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>         <C>
Operating Activities
Net income                                                              $ 547,056   $ 479,982   $ 401,652
Adjustments to net income to derive net cash
   provided by operating activities:
      Depreciation and amortization                                       344,456     304,865     305,700
      Pension contribution                                               (100,000)   (100,000)         --
      Deferred income taxes                                                (1,029)     57,202      37,400
      Losses on investments                                                 4,116      18,576          --
      Impairment of intangible assets                                      30,138          --          --
      Cumulative effect of change in accounting principle, net of tax          --          --      36,750
      Non-cash special charges                                                 --       6,526          --
      Change in operating assets (excludes impact of acquisitions):
         Trade receivables                                                 33,168      32,585     (34,063)
         Inventories                                                      (43,818)     21,112     (32,290)
         Prepaid expenses, deferred taxes and other                        10,160        (222)    (18,652)
         Accounts payable, income taxes and other liabilities              64,454      (1,241)     67,519
      Other, net                                                           16,999      16,648      14,629
- ----------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                 905,700     836,033     778,645
- ----------------------------------------------------------------------------------------------------------

Investing Activities
Capital expenditures                                                     (261,043)   (259,703)   (370,754)
Capitalized software                                                      (64,776)    (81,376)    (72,231)
Proceeds (purchases) of short-term investments, net                         1,975       3,054        (530)
Purchases of long-term investments                                         (4,399)     (3,397)    (24,938)
Acquisitions of businesses, net of cash acquired                               --          --     (30,953)
Proceeds from sales of long-term investments                                   --       4,598       7,632
Other, net                                                                (21,112)    (24,297)    (50,155)
- ----------------------------------------------------------------------------------------------------------
Net Cash Used for Investing Activities                                   (349,355)   (361,121)   (541,929)
- ----------------------------------------------------------------------------------------------------------

Financing Activities
Change in short-term debt                                                (320,765)    (18,819)    (82,600)
Proceeds of long-term debt                                                404,683       4,526       2,987
Payment of long-term debt                                                  (8,055)    (11,096)   (103,104)
Repurchase of common stock                                               (349,998)   (223,961)         --
Issuance of common stock                                                   86,618      38,069      82,925
Dividends paid                                                           (104,148)   (102,459)   (101,329)
- ----------------------------------------------------------------------------------------------------------
Net Cash Used for Financing Activities                                   (291,665)   (313,740)   (201,121)
- ----------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and equivalents                    12,091        (186)     (2,662)
- ----------------------------------------------------------------------------------------------------------
Net Increase in Cash and Equivalents                                      276,771     160,986      32,933
Opening Cash and Equivalents                                              243,115      82,129      49,196
- ----------------------------------------------------------------------------------------------------------
Closing Cash and Equivalents                                            $ 519,886   $ 243,115   $  82,129
==========================================================================================================
</TABLE>

See notes to consolidated financial statements


                                       36



<PAGE>


Notes                                              Becton, Dickinson and Company

Notes to Consolidated Financial Statements

Thousands of dollars, except per-share amounts and numbers of shares

<TABLE>
<CAPTION>
Index
Note    Subject                                      Page
- -----   ------------------------------------------   ----
<S>     <C>                                          <C>
 1      Summary of Significant Accounting Policies    38
 2      Accounting Changes                            40
 3      Employee Stock Ownership Plan/
        Savings Incentive Plan                        42
 4      Benefit Plans                                 43
 5      Special Charges                               44
 6      Acquisitions                                  45
 7      Income Taxes                                  45
 8      Supplemental Financial Information            46
 9      Debt                                          47
10      Financial Instruments                         47
11      Shareholders' Equity                          49
12      Other Comprehensive Income (Loss)             50
13      Commitments and Contingencies                 50
14      Stock Plans                                   52
15      Earnings Per Share                            53
16      Segment Data                                  54
</TABLE>

1    Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Becton, Dickinson
and Company and its majority-owned subsidiaries ("Company") after the
elimination of intercompany transactions.

Reclassifications

The Company has reclassified certain prior year information to conform with the
current year presentation.

Cash Equivalents

Cash equivalents are stated at cost plus accrued interest, which approximates
market. The Company considers all highly liquid investments with a maturity of
90 days or less when purchased to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market. During the fourth quarter
of 2003, the Company changed its method of determining cost for inventory
previously determined under the last-in, first-out ("LIFO") method to the
first-in, first-out ("FIFO") method, as discussed in Note 2.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation
and amortization. Depreciation and amortization are principally provided on the
straight-line basis over estimated useful lives, which range from 20 to 45 years
for buildings, four to 10 years for machinery and equipment and two to 20 years
for leasehold improvements. Depreciation expense was $221,235, $201,558, and
$179,411 in fiscal 2003, 2002, and 2001, respectively.

Intangibles

The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," effective
October 1, 2001, as discussed in Note 2. As a result, goodwill is no longer
amortized, but instead is reviewed annually for impairment in accordance with
the provisions of the Statement. In reviewing goodwill for impairment, potential
impairment is identified by comparing the fair value of a reporting unit with
its carrying value. Core and developed technology continues to be amortized over
periods ranging from 15 to 20 years, using the straight-line method. Both
goodwill and core and developed technology arise from acquisitions. Other
intangibles with finite useful lives, which include patents, are amortized over
periods principally ranging from two to 40 years, using the straight-line
method. These intangibles, including core and developed technology, are
periodically reviewed to assess recoverability from future operations using
undiscounted


                                       37



<PAGE>


Notes                                              Becton, Dickinson and Company

cash flows in accordance with SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." To the extent carrying value exceeds fair value,
an impairment loss is recognized in operating results. Other intangibles also
include certain trademarks that are considered to have indefinite lives, as they
are expected to generate cash flows indefinitely. Therefore, in accordance with
the provisions of SFAS No. 142, these trademarks are no longer amortized but are
reviewed annually for impairment. See Note 2 for further discussion.

Capitalized Software

Capitalized software primarily represents costs associated with our
enterprise-wide program to upgrade our business information systems, known
internally as ("Genesis"). The costs associated with the Genesis program will be
fully amortized by 2009, with amortization expense being primarily reported as
Selling and administrative expense. Amortization expense was $52,642, $31,330
and $18,525 for 2003, 2002 and 2001, respectively.

Foreign Currency Translation

Generally, the net assets of foreign operations are translated into U.S. dollars
using current exchange rates. The U.S. dollar results that arise from such
translation, as well as exchange gains and losses on intercompany balances of a
long-term investment nature, are included in the cumulative currency translation
adjustments in Accumulated other comprehensive loss.

Revenue Recognition

Revenue is recognized on the sale of certain instruments in the Biosciences
segment upon completion of installation at the customer's site. In other
instances in the Biosciences segment, based upon the terms of sales arrangements
entered into beginning in the fourth quarter of 2003, the Company began to
recognize revenue in accordance with Emerging Issues Task Force ("EITF") No.
00-21 "Revenue Arrangements with Multiple Deliverables." These sales
arrangements have multiple deliverables and, as such, are divided into separate
units of accounting. Revenue and cost of products sold is recognized at the
completion of each deliverable.

     The Company defers revenue recognition related to branded insulin syringe
products that are sold under incentive programs to distributors in the U.S.
consumer trade channel. These distributors have implied rights of return on
unsold merchandise held by them. Revenue is recognized for these sales upon the
sell-through of such product from the distribution channel partner to the end
customer. See Note 2 for additional discussion.

     Substantially all other revenue is recognized when products are shipped to
customers.

Shipping and Handling Costs

Shipping and handling costs are included in Selling and administrative expense.
Shipping expense was $191,048, $174,942, and $164,401 in 2003, 2002, and 2001,
respectively.

Warranty

Estimated future warranty obligations related to applicable products are
provided by charges to operations in the period in which the related revenue is
recognized.

Derivative Financial Instruments

In accordance with SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended, all derivatives are recorded in the balance
sheet at fair value and changes in fair value are recognized currently in
earnings unless specific hedge accounting criteria are met. See Note 10 for
additional discussion on financial instruments.

     Derivative financial instruments are utilized by the Company in the
management of its foreign currency and interest rate exposures. The Company
hedges its foreign currency exposures by entering into offsetting forward
exchange contracts and currency options, when it deems appropriate. The Company
utilizes interest rate swaps, interest rate caps, interest rate collars, and
forward rate agreements to manage its exposure to fluctuating interest rates.
The Company does not use derivative financial instruments for trading or
speculative purposes.

     Any deferred gains or losses associated with derivative instruments, which
on infrequent occasions may be terminated prior to maturity, are recognized in
income in the period in which the underlying hedged transaction is recognized.
In the event a designated hedged item is sold, extinguished or matures prior to
the termination of the related derivative instrument, such instrument would be
closed and the resultant gain or loss would be recognized in income.

Income Taxes

United States income taxes are not provided on substantially all undistributed
earnings of foreign subsidiaries since the subsidiaries reinvest such earnings
or remit them to the Company without tax consequence. Income taxes are provided
and tax credits are recognized based on tax laws enacted at the dates of the
financial statements.

Earnings Per Share

Basic earnings per share are computed based on the weighted average number of
common shares outstanding. Diluted earnings per share reflect the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions. These estimates or assumptions affect reported assets,
liabilities, revenues and expenses as reflected in the financial statements.
Actual results could differ from these estimates.


                                       38



<PAGE>


Notes                                              Becton, Dickinson and Company

Stock-Based Compensation

Under the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company accounts for stock-based employee compensation using the intrinsic
value method prescribed by Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees," and related interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of the grant
over the exercise price.

     The following pro-forma net income and earnings per share information has
been determined as if the Company had accounted for its stock-based compensation
awards issued subsequent to October 1, 1995 using the fair value method. Under
the fair value method, the estimated fair value of awards would be charged
against income on a straight-line basis over the vesting period which generally
ranges from zero to four years. The pro-forma effect on net income for 2003,
2002, and 2001 may not be representative of the pro-forma effect on net income
in future years since compensation cost is allocated on a straight-line basis
over the vesting periods of the grants, which extends beyond the reported years.

<TABLE>
<CAPTION>
                                Twelve months ended September 30
- ----------------------------------------------------------------
                                   2003       2002        2001
- ----------------------------------------------------------------
<S>                              <C>        <C>        <C>
Net Income, as reported          $547,056   $479,982   $401,652
Less stock-based compensation
   expense, net of tax             35,941     34,890     33,517
- ----------------------------------------------------------------
Pro-forma net income             $511,115   $445,092   $368,135
================================================================
Reported earnings per share:
   Basic                         $   2.14   $   1.85   $   1.55
   Diluted                       $   2.07   $   1.79   $   1.49
Pro-forma earnings per share:
   Basic                         $   2.00   $   1.72   $   1.42
   Diluted                       $   1.95   $   1.66   $   1.37
</TABLE>

     The pro-forma amounts and fair value of each option grant is estimated on
the date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions used for grants in 2003, 2002, and 2001:
risk free interest rates of 3.66%, 4.50%, and 5.57%, respectively; expected
volatility of 33.2%, 33.0%, and 32.8%, respectively; expected dividend yields of
1.21%, 1.16% and 1.09%, respectively; and expected lives of six years for each
year presented.

2    Accounting Changes

Inventories

During the fourth quarter of 2003, the Company changed its method of determining
cost for its inventory previously determined under the LIFO method to the FIFO
method. As a result of operating efficiencies and cost reductions, the Company
believes that the FIFO method is preferable because it better measures the
current cost of such inventories and provides a more appropriate matching of
revenues and expenses. The change to the FIFO method has been retroactively
applied by restating the accompanying financial statements. There was no impact
to the Consolidated Statements of Income for all periods presented. The
Consolidated Balance Sheets have been restated to reflect a reduction in
inventories of $11,477, a reduction in retained earnings of $7,116 and a
reduction in deferred tax liabilities of $4,361 for all periods presented.

Goodwill and Other Intangible Assets

Effective October 1, 2001, the Company adopted the provisions of SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141, among other things, changes the criteria for recognizing
intangible assets apart from goodwill. SFAS No. 142 stipulates that goodwill and
indefinite-lived intangible assets will no longer be amortized, but instead will
be periodically reviewed for impairment. Diluted earnings per share for fiscal
2002 reflect an approximate ten-cent benefit from the adoption of SFAS No. 142.

     Upon adoption of these Statements, the Company reclassified approximately
$28,500 of assets from Other Intangibles, Net to Goodwill, Net, primarily
related to assembled workforce. These assets did not meet the criteria for
recognition apart from goodwill under SFAS No. 141. Of this amount,
approximately $18,400 related to the Biosciences segment and approximately
$10,100 related to the Medical segment. The Company also ceased amortizing
certain trademarks that were deemed to have indefinite lives as they are
expected to generate cash flows indefinitely. The following table reconciles
reported net income to that which would have been reported if the current method
of accounting for goodwill and indefinite-lived asset amortization was used for
the year ended September 30, 2001:

<TABLE>
<CAPTION>
                                     2003       2002       2001
- ------------------------------------------------------------------
<S>                                <C>        <C>        <C>
Reported Net Income                $547,056   $479,982   $401,652
Goodwill Amortization                    --         --     25,943
Amortization of Indefinite-Lived
   Intangible Assets                     --         --      1,307
- ------------------------------------------------------------------
Adjusted Net Income                $547,056   $479,982   $428,902
==================================================================
Basic Earnings Per Share           $   2.14   $   1.85   $   1.55
Goodwill Amortization                    --         --        .10
Amortization of Indefinite-Lived
   Intangible Assets                     --         --        .01
Adjusted Basic Earnings
   Per Share                       $   2.14   $   1.85   $   1.66
==================================================================
Diluted Earnings Per Share         $   2.07   $   1.79   $   1.49
Goodwill Amortization                    --         --        .10
Amortization of Indefinite-Lived
   Intangible Assets                     --         --         --
Adjusted Diluted Earnings
   Per Share                       $   2.07   $   1.79   $   1.59
==================================================================
</TABLE>


                                       39



<PAGE>


Notes                                              Becton, Dickinson and Company

     Intangible amortization expense was $36,388, $37,753 and $73,985 in 2003,
2002 and 2001, respectively. The estimated aggregate amortization expense for
the fiscal years ending September 30, 2004 to 2008 are as follows: 2004-$34,100;
2005-$32,700; 2006-$30,000; 2007-$29,800; 2008-$28,900.

     Intangible assets at September 30 consisted of:

<TABLE>
<CAPTION>
                                          2003                      2002
- ---------------------------------------------------------------------------------
                                 Gross                     Gross
                                Carrying   Accumulated    Carrying   Accumulated
                                 Amount    Amortization    Amount    Amortization
- ---------------------------------------------------------------------------------
<S>                             <C>          <C>          <C>          <C>
Amortized intangible assets
Core and Developed Technology   $352,372     $109,689     $370,044     $ 86,878
Patents, Trademarks, & Other     314,211      217,635      308,202      199,065
- ---------------------------------------------------------------------------------
Total                           $666,583     $327,324     $678,246     $285,943
=================================================================================
Unamortized intangible assets
Goodwill(a)                     $536,788                  $492,327
Trademarks(b)                     15,137                    17,621
- ---------------------------------------------------------------------------------
Total                           $551,925                  $509,948
=================================================================================
</TABLE>

(a)  Net of accumulated amortization of $187,340 in 2003 and $175,903 in 2002

(b)  Net of accumulated amortization of $6,175 in 2003 and 2002

     The change in the carrying amount of goodwill for the year ended September
30, 2003 relates to foreign currency translation adjustments.

     During the third quarter of fiscal 2003, the Company decided to discontinue
the development of certain products and product applications associated with the
BD IMAGN instrument platform in the Biosciences segment. As a result, the
Company recorded an impairment loss of $26,717 in cost of products sold. This
loss included the write-down of $25,230 of core and developed technology, $960
of indefinite-lived trademarks, and $527 of licenses. The impairment loss was
calculated in accordance with SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." During 2003, additional asset impairment losses
of indefinite-lived trademarks amounted to $1,524.

Revenue Recognition

Effective October 1, 2000, the Company changed its method of revenue recognition
for certain products in accordance with Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements," ("SAB 101"). As a result, the
Company recorded the following accounting changes.

     The Company changed its accounting method for revenue recognition related
to branded insulin syringe products that are sold to distributors in the U.S.
consumer trade channel. These products were predominately sold under incentive
programs, and these distributors have implied rights of return on unsold
merchandise held by them. The Company previously recognized this revenue upon
shipment to these distributors, net of appropriate allowances for sales returns.
Effective October 1, 2000, the Company changed its method of accounting for
revenue related to these product sales to recognize such revenues upon the
sell-through of the respective product from the distribution channel partner to
the end customer using inventories reported by such distributors. The Company
believes this change in accounting principle is the preferable method. The
cumulative effect of this change in accounting method was a charge of $52,184 or
$30,789, net of taxes.

     The Company also changed its accounting method for recognizing revenue on
certain instruments in the Biosciences segment. Prior to the adoption of SAB
101, the Company's accounting policy was to recognize revenue upon delivery of
instruments to customers but prior to installation at the customer's site. The
Company had routinely completed such installation services successfully in the
past, but a substantive effort is required for the installation of these
instruments and only the Company can perform the service. Therefore, effective
October 1, 2000, the Company began to recognize revenues for these instruments
upon completion of installation at the customer's site. The cumulative effect of
this change in accounting method was a charge of $9,772, or $5,961 net of taxes.

     The total cumulative effect of these accounting changes on prior years
resulted in an after-tax charge to income of $36,750 for the year ended
September 30, 2001. Of the $80,700 of revenues included in the cumulative effect
adjustment, $44,300 and $28,500 were included in the restated revenues for the
first and second quarters of fiscal 2001, respectively, with the remainder
substantially recognized by the end of the third quarter. The adoption of SAB
101 increased Biosciences revenues for 2001 by approximately $3,400 and
decreased Medical revenues for 2001 by about $3,100. Consequently, the adoption
of SAB 101 did not have a material effect on revenues for the year ended
September 30, 2001.

     As of September 30, 2003 and 2002, the deferred profit balances recorded as
Accrued Expenses were $14,474 and $10,807, respectively.


                                       40



<PAGE>


Notes                                              Becton, Dickinson and Company

Adoption of New Accounting Standards

On April 30, 2003, the FASB issued Statement No. 149, "Amendment of Statement
No. 133 on Derivative Instruments and Hedging Activities." This Statement amends
and clarifies the financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." Statement No. 149 includes decisions made
as part of the Derivatives Implementation Group process that effectively
required amendments to Statement No. 133. Statement No. 149 is effective for
contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The provisions of Statement No.
149 that relate to Statement No. 133 implementation issues and that have been
effective for fiscal quarters that began prior to June 15, 2003 will continue to
be applied in accordance with their respective effective dates. This Statement
had no impact on the Company's consolidated financial position or results of
operations in 2003.

     In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 significantly changes whether entities included in its scope are
consolidated by their sponsors, transferors or investors. The Interpretation
introduces a new consolidation model, "the variable interests model," which
determines control based on potential variability in gains and losses of the
entity being evaluated for consolidation. Under FIN 46, variable interest
entities are to be consolidated if certain conditions are met. Variable
interests are contractual, ownership or other interests in an entity that expose
their holders to the risks and rewards of the variable interest entity. Variable
interests include equity investments, leases, derivatives, guarantees and other
instruments whose values change with changes in the variable interest entity's
assets. The provisions of the Interpretation, as amended by FIN 46-6 "Effective
Date of FASB Interpretation No. 46, Consolidation of Variable Interest
Entities," are effective for the Company as of March 31, 2004, for variable
interest entities acquired before February 1, 2003 and immediately for any
variable interest entities acquired after January 31, 2003. The Company is in
the process of evaluating the applicability and impact of FIN 46 to certain
interests entered into prior to February 1, 2003, although the Company does not
expect that FIN 46 will have a material impact on its consolidated financial
position or results of operations in 2004.

3    Employee Stock Ownership Plan/ Savings Incentive Plan

The Company has an Employee Stock Ownership Plan ("ESOP") as part of its
voluntary defined contribution plan (Savings Incentive Plan) covering most
domestic employees. The ESOP is intended to satisfy all or part of the Company's
obligation to match 50% of employees' contributions, up to a maximum of 3% of
each participant's salary. To accomplish this, in 1990, the ESOP borrowed
$60,000 in a private debt offering and used the proceeds to buy the Company's
ESOP convertible preferred stock. Each share of preferred stock has a guaranteed
liquidation value of $59 per share and is convertible into 6.4 shares of the
Company's common stock. The preferred stock pays an annual dividend of $3.835
per share, a portion of which is used by the ESOP, together with the Company's
contributions, to repay the ESOP debt. Since the ESOP debt is guaranteed by the
Company, it is reflected on the consolidated balance sheet as short-term and
long-term debt with a related amount shown in the shareholders' equity section
as Unearned ESOP compensation.

     The amount of ESOP expense recognized is equal to the cost of the preferred
shares allocated to plan participants and the ESOP interest expense for the
year, reduced by the amount of dividends paid on the preferred stock.

     Selected financial data pertaining to the ESOP/Savings Incentive Plan
follows:

<TABLE>
<CAPTION>
                                         2003       2002        2001
- ----------------------------------------------------------------------
<S>                                    <C>        <C>        <C>
Total expense of the
   Savings Incentive Plan              $  2,626   $  2,737   $  2,989
Compensation expense
   (included in total expense above)   $  2,168   $  1,863   $  1,855
Dividends on ESOP shares used
   for debt service                    $  2,344   $  2,553   $  2,721
Number of preferred shares
   allocated at September 30            500,807    476,938    457,921
======================================================================
</TABLE>

     The Company guarantees employees' contributions to the fixed income fund of
the Savings Incentive Plan. The amount guaranteed was $120,961 at September 30,
2003.


                                       41



<PAGE>


Notes                                              Becton, Dickinson and Company

4    Benefit Plans

The Company has defined benefit pension plans covering substantially all of its
employees in the United States and certain foreign locations. The Company also
provides certain postretirement healthcare and life insurance benefits to
qualifying domestic retirees. Postretirement benefit plans in foreign countries
are not material.

     The Company made a $100 million cash contribution to the U.S. pension plan
in both 2003 and 2002. The Company made these contributions to offset the impact
of the decline in the market value of pension assets during fiscal years 2002
and 2001.

     The change in benefit obligation, change in plan assets, funded status and
amounts recognized in the consolidated balance sheets at September 30, 2003 and
2002 for these plans were as follows:

<TABLE>
<CAPTION>
                                                     Pension Plans        Other Postretirement Benefits
- -------------------------------------------------------------------------------------------------------
                                                    2003         2002           2003        2002
- -------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>            <C>         <C>
Change in benefit obligation:
Benefit obligation at beginning of year          $  852,922   $ 707,392      $ 222,374   $ 200,011
Service cost                                         44,798      35,702          3,159       2,609
Interest cost                                        54,072      49,095         14,484      14,419
Plan amendments                                         894       4,220             --          --
Benefits paid                                       (49,891)    (41,064)       (15,449)    (18,497)
Actuarial loss                                      129,493      84,547         30,538      23,832
Other, includes translation                          26,357      13,030             --          --
- -------------------------------------------------------------------------------------------------------
Benefit obligation at end of year                $1,058,645   $ 852,922      $ 255,106   $ 222,374
=======================================================================================================

Change in plan assets:
Fair value of plan assets at beginning of year   $  519,161   $ 490,913             --   $      --
Actual return on plan assets                         82,973     (50,215)            --          --
Employer contribution                               112,132     110,325             --          --
Benefits paid                                       (49,891)    (41,064)            --          --
Other, includes translation                          21,210       9,202             --          --
- -------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year         $  685,585   $ 519,161             --   $      --
=======================================================================================================

Funded status:
Unfunded benefit obligation                      $ (373,060)  $(333,761)     $(255,106)  $(222,374)
Unrecognized net transition obligation                1,308       1,241             --          --
Unrecognized prior service cost                       3,236       2,992        (31,619)    (37,919)
Unrecognized net actuarial loss                     392,912     307,067         88,297      61,904
- -------------------------------------------------------------------------------------------------------
Prepaid (accrued) benefit cost                   $   24,396   $ (22,461)     $(198,428)  $(198,389)
=======================================================================================================

Amounts recognized in the consolidated
   balance sheets consisted of:
Prepaid benefit cost                             $   13,684   $  13,258      $      --   $      --
Accrued benefit liability                          (132,220)   (168,907)      (198,428)   (198,389)
Intangible asset                                      3,156       2,918             --          --
Accumulated other comprehensive income
   before income taxes                              139,776     130,270             --          --
- -------------------------------------------------------------------------------------------------------
Net amount recognized                            $   24,396   $ (22,461)     $(198,428)  $(198,389)
=======================================================================================================
</TABLE>

     Foreign pension plan assets at fair value included in the preceding table
were $169,473 and $134,300 at September 30, 2003 and 2002, respectively. The
foreign pension plan projected benefit obligations were $232,560 and $189,066 at
September 30, 2003 and 2002, respectively.

     The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plans with accumulated benefit obligations
in excess of plan assets were $1,058,645, $798,059, and $685,585, respectively
as of September 30, 2003 and $771,060, $613,018, and $446,908, respectively as
of September 30, 2002.


                                       42



<PAGE>


Notes                                              Becton, Dickinson and Company

     Net pension and postretirement expense included the following components:

<TABLE>
<CAPTION>
                                                 Pension Plans          Other Postretirement Benefits
- -----------------------------------------------------------------------------------------------------
                                         2003       2002       2001       2003       2002      2001
- -----------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>        <C>         <C>       <C>       <C>
Components of net pension and
   postretirement costs:
Service cost                           $ 44,798   $ 35,702   $ 33,121    $ 3,159   $ 2,609   $ 2,418
Interest cost                            54,072     49,095     46,344     14,484    14,419    13,841
Expected return on plan assets          (47,190)   (52,560)   (58,203)        --        --        --
Amortization of prior service cost           85       (136)      (282)    (6,233)   (6,233)   (6,017)
Amortization of (gain) loss              13,121      3,064       (268)     3,342     1,626       363
Amortization of net obligation               11         12         22         --        --        --
Net curtailment gain                       (147)        --         --         --        --        --
- -----------------------------------------------------------------------------------------------------
Net pension and postretirement costs   $ 64,750   $ 35,177   $ 20,734    $14,752   $12,421   $10,605
=====================================================================================================
</TABLE>

     Net pension expense attributable to foreign plans included in the preceding
table was $13,302, $8,478, and $7,189 in 2003, 2002, and 2001, respectively.

     The assumptions used in determining benefit obligations were as follows:

<TABLE>
<CAPTION>
                                     Pension Plans   Other Postretirement Benefits
- ----------------------------------------------------------------------------------
                                      2003   2002             2003   2002
- ----------------------------------------------------------------------------------
<S>                                   <C>    <C>              <C>    <C>
Discount rate:
U.S. plans                            6.25%  6.75%            6.25%  6.75%
Foreign plans (average)               4.90%  5.18%              --     --

Expected return on plan assets(A):
U.S. plans                            8.00%  8.00%              --     --
Foreign plans (average)               6.72%  7.15%              --     --

Rate of compensation increase:
U.S. plans                            4.25%  4.00%            4.25%  4.00%
Foreign plans (average)               2.92%  3.17%              --     --
</TABLE>

(A)  Used in the determination of the subsequent year's net pension expense.

     At September 30, 2003 the assumed healthcare trend rates were 9% pre and
post age 65, decreasing to an ultimate rate of 5% beginning in 2008. At
September 30, 2002 the corresponding assumed healthcare trend rates were 10% pre
and post age 65 and an ultimate rate of 5% beginning in 2008. A one percentage
point increase in assumed healthcare cost trend rates in each year would
increase the accumulated postretire-ment benefit obligation as of September 30,
2003 by $11,865 and the aggregate of the service cost and interest cost
components of 2003 annual expense by $782. A one percentage point decrease in
the assumed healthcare cost trend rates in each year would decrease the
accumulated postretirement benefit obligation as of September 30, 2003 by
$10,226 and the aggregate of the 2003 service cost and interest cost by $676.

     The Company utilizes a service-based approach in applying the provisions of
SFAS No. 112, "Employers' Accounting For Postemployment Benefits," for most of
its postemployment benefits. Such an approach recognizes that actuarial gains
and losses may result from experience that differs from baseline assumptions.
Postemployment benefit costs were $13,974, $13,599, and $15,107 in 2003, 2002,
and 2001, respectively.

5    Special Charges

The Company recorded special charges of $21,508, $57,514, and $90,945 in fiscal
years 2002, 2000, and 1998, respectively.

Fiscal Year 2002

The Company recorded special charges of $9,937 and $15,760 during the second and
third quarters of fiscal 2002, respectively, related to a manufacturing
restructuring program in the BD Medical ("Medical") segment that is aimed at
optimizing manufacturing efficiencies and improving the Company's
competitiveness in the different markets in which it operates. Offsetting
special charges in the third quarter of 2002 were $4,189 of reversals of fiscal
2000 special charges. Of these charges, $19,171 represented exit costs, which
included $18,533 related to severance costs. This program involves the
termination of 533 employees in China, France, Germany, Ireland, Mexico, and the
United States. As of September 30, 2003, 15 employees remain to be severed. The
Company expects the remaining terminations to be completed and the related
accrued severance to be substantially paid by June 2004.


                                       43



<PAGE>


Notes                                              Becton, Dickinson and Company

     A summary of the 2002 special charge accrual activity follows:

<TABLE>
<CAPTION>
                                        Severance   Restructuring
- -----------------------------------------------------------------
<S>                                      <C>            <C>
Accrual Balance at September 30, 2002    $ 13,400       $ 600
Payments                                  (11,600)       (500)
- -----------------------------------------------------------------
Accrual Balance at September 30, 2003    $  1,800       $ 100
=================================================================
</TABLE>

Fiscal Year 2000

The Company developed a worldwide organizational restructuring plan to align its
existing infrastructure with its projected growth programs. This plan included
the elimination of open positions and employee terminations from all businesses,
functional areas and regions for the sole purpose of cost reduction. As a result
of the approval of this plan in September 2000, the Company recorded $33,000 of
exit costs, of which $31,700 related to severance costs. At September 30, 2003,
all employee terminations have been completed and accruals have been paid
relating to the 2000 special charge.

Fiscal Year 1998

In an effort to improve manufacturing efficiencies at certain of its locations,
the Company initiated in 1998 two restructuring plans: the closing of a surgical
blade plant in Hancock, New York and the consolidation of other production
functions in Brazil, Spain, Australia and France. Total charges of $35,300 were
recorded in 1998 relating to these restructuring plans, primarily in the Medical
segment, and consisted of $15,400 relating to severance and other employee
termination costs, $15,400 relating to manufacturing equipment write-offs and
$4,500 relating to remaining lease obligations.

     The Company also recorded $37,800 of special charges to recognize
impairment losses on other non-manufacturing assets. Approximately $25,600 of
this charge related to the write-down of goodwill and other assets associated
with prior acquisitions in the area of manual microbiology. The impairment loss
was recorded as a result of the carrying value of these assets exceeding their
fair value, calculated on the basis of discounted estimated future cash flows.
The carrying amount of such goodwill and other intangibles was $24,000. The
balance of the impairment loss of $1,600 was recognized as a write-down of
related fixed assets. Also included in the $37,800 charge was a $4,700
write-down of a facility held for sale, which was subsequently sold in fiscal
2000 at its adjusted book value.

     The remaining special charges of $17,845 primarily consisted of $12,300 of
estimated litigation defense costs associated with the Company's latex glove
business, which was divested in 1995, as well as a number of miscellaneous asset
write-downs.

     As of September 30, 2003, all employee terminations have been completed and
all accruals have been paid relating to the 1998 special charge.

6    Acquisitions

In January 2001, the Company completed its acquisition of Gentest Corporation, a
privately-held company serving the life sciences market in the areas of drug
metabolism and toxicology testing of pharmaceutical candidates. The purchase
price was approximately $29,000 in cash. Unaudited pro-forma consolidated
results, after giving effect to this acquisition, would not have been materially
different from the reported amounts for 2001.

     This acquisition was recorded under the purchase method of accounting and,
therefore, the purchase price has been allocated to assets acquired and
liabilities assumed based on estimated fair values. The results of operations of
the acquired company were included in the consolidated results of the Company
from the acquisition date.

7    Income Taxes

The provision for income taxes is composed of the following charges (benefits):

<TABLE>
<CAPTION>
                                     2003       2002       2001
- ------------------------------------------------------------------
<S>                                <C>        <C>        <C>
Current:
   Domestic:
      Federal                      $103,469   $ 33,016   $ 49,053
      State and local, including
         Puerto Rico                  3,880      7,900      7,728
   Foreign                           56,330     50,489     44,167
- ------------------------------------------------------------------
                                    163,679     91,405    100,948
==================================================================
Deferred:
   Domestic                            (741)    57,651     29,342
   Foreign                             (288)      (449)     8,058
- ------------------------------------------------------------------
                                     (1,029)    57,202     37,400
- ------------------------------------------------------------------
                                   $162,650   $148,607   $138,348
==================================================================
</TABLE>

     In accordance with SFAS No. 109, "Accounting for Income Taxes," deferred
tax assets and liabilities are netted on the balance sheet by separate tax
jurisdictions. At September 30, 2003 and 2002, net current deferred tax assets
of $85,068 and $71,362, respectively, were included in Prepaid expenses,
deferred taxes and other. There were no net non-current deferred tax assets in
2003 and 2002. Net current deferred tax liabilities of $3,385 and $4,635,
respectively, were included in Current Liabilities-Income taxes. Net non-current
deferred tax liabilities of $91,088 and $77,249, respectively, were included in
Deferred Income Taxes and Other. Deferred taxes are not provided on
substantially all undistributed earnings of foreign subsidiaries. At September
30, 2003, the cumulative amount of such undistributed earnings approximated
$1,798,581 against which substantial tax credits are available. Determining the
tax liability that would arise if these earnings were remitted is not
practicable.


                                       44



<PAGE>


Notes                                              Becton, Dickinson and Company

     Deferred income taxes at September 30 consisted of:

<TABLE>
<CAPTION>
                                            2003                     2002
- -----------------------------------------------------------------------------------
                                    Assets    Liabilities    Assets    Liabilities
- -----------------------------------------------------------------------------------
<S>                                <C>           <C>        <C>           <C>
Compensation and benefits          $149,470      $     --   $161,574      $     --
Property and equipment                   --       136,633         --       124,718
Purchase acquisition adjustments         --        46,013         --        70,656
Other                               130,551       104,694    159,546       134,182
- -----------------------------------------------------------------------------------
                                    280,021       287,340    321,120       329,556
Valuation allowance                  (2,086)           --     (2,086)           --
- -----------------------------------------------------------------------------------
                                   $277,935      $287,340   $319,034      $329,556
===================================================================================
</TABLE>

     A reconciliation of the federal statutory tax rate to the Company's
effective tax rate follows:

<TABLE>
<CAPTION>
                                          2003   2002   2001
- -------------------------------------------------------------
<S>                                       <C>    <C>    <C>
Federal statutory tax rate                35.0%  35.0%  35.0%
State and local income taxes,
   net of federal tax benefit               .4    1.2     .6
Effect of foreign and Puerto Rican
   income and foreign tax credits         (8.5)  (9.3)  (8.2)
Effect of Research, Empowerment
   Zone, Foreign Sales Corporation/
   Extraterritorial Income tax benefits   (3.0)  (2.2)  (3.0)
Other, net                                (1.0)  (1.1)   (.4)
- -------------------------------------------------------------
                                          22.9%  23.6%  24.0%
- -------------------------------------------------------------
</TABLE>

     The approximate dollar and diluted per-share amounts of tax reductions
related to tax holidays in various countries in which the Company does business
were: 2003-$42,050 and $.16; 2002-$40,860 and $.15; and 2001-$43,275 and $.16.
The tax holidays expire at various dates through 2018.

     The Company made income tax payments, net of refunds, of $110,739 in 2003,
$52,603 in 2002, and $53,498 in 2001.

     The components of Income Before Income Taxes and Cumulative Effect of
Change in Accounting Principle follow:

<TABLE>
<CAPTION>
                        2003       2002        2001
- -----------------------------------------------------
<S>                   <C>        <C>        <C>
Domestic, including
   Puerto Rico        $334,806   $336,596   $340,073
Foreign                374,900    291,993    236,677
- -----------------------------------------------------
                      $709,706   $628,589   $576,750
=====================================================
</TABLE>

8    Supplemental Financial Information

Other (Expense) Income, Net

Other expense, net in 2003 totaled $2,860 which included write-downs of certain
investments of $3,030 and the write-off of intangible assets of $1,841. These
charges were partially offset by foreign exchange gains of $1,875 (net of
hedging costs).

     Other expense, net in 2002 included net losses on investments of $18,576.
Included in these charges was a $9,725 loss on an equity investment in a
publicly traded company. This investment had been trading below its original
cost basis of $15,350 since the end of January 2002. As a result, the Company
had deemed this decline in value as being other than temporary and had written
down this investment to its fair value as of September 30, 2002. Other expense,
net in 2002 also included write-down of assets held for sale and asset
abandonments of $14,149. These charges were partially offset by foreign exchange
gains of $15,596, net of hedging costs.

     Other expense, net in 2001 included foreign exchange losses of $8,762,
including net hedging costs, and write-downs of investments to market value of
$6,401.

Trade Receivables

Allowances for doubtful accounts and cash discounts netted against trade
receivables were $47,160 and $38,019 at September 30, 2003 and 2002,
respectively.

<TABLE>
<CAPTION>
Inventories                             2003       2002
- ----------------------------------------------------------
<S>                                   <C>        <C>
Materials                             $129,958   $137,688
Work in process                        145,500    132,051
Finished products                      519,556    416,480
- ----------------------------------------------------------
                                      $795,014   $686,219
==========================================================
</TABLE>

<TABLE>
<CAPTION>
Property, Plant and Equipment           2003         2002
- ------------------------------------------------------------
<S>                                 <C>          <C>
Land                                $   62,442   $   61,756
Buildings                            1,135,177    1,071,799
Machinery, equipment and fixtures    2,636,475    2,430,456
Leasehold improvements                  71,061       57,350
- ------------------------------------------------------------
                                     3,905,155    3,621,361

Less allowances for depreciation
   and amortization                  2,060,384    1,855,631
- ------------------------------------------------------------
                                    $1,844,771   $1,765,730
============================================================
</TABLE>

Supplemental Cash Flow Information

Noncash investing activities for the years ended September 30:

<TABLE>
<CAPTION>
                                         2003   2002   2001
- ------------------------------------------------------------
<S>                                       <C>   <C>    <C>
Stock issued for business acquisitions    $97   $241   $243
</TABLE>


                                       45



<PAGE>


Notes                                              Becton, Dickinson and Company

9    Debt

The components of Short-term debt follow:

<TABLE>
<CAPTION>
                                      2003       2002
- --------------------------------------------------------
<S>                                 <C>        <C>
Loans payable:
   Domestic                         $100,000   $415,131
   Foreign                             5,015      9,280
Current portion of long-term debt     16,905     10,231
- --------------------------------------------------------
                                    $121,920   $434,642
========================================================
</TABLE>

     Domestic loans payable consist of commercial paper. Foreign loans payable
consist of short-term borrowings from financial institutions. The weighted
average interest rates for loans payable were 1.6% and 2.0% at September 30,
2003 and 2002, respectively. The Company has in place a $900 million syndicated
credit facility, consisting of a $450 million 364-day line of credit expiring in
August 2004 and a $450 million five-year line of credit expiring in August 2006.
The facility is available to support the Company's commercial paper borrowing
program and for other general corporate purposes. Restrictive covenants include
a minimum interest coverage ratio. There were no borrowings outstanding under
the facility at September 30, 2003. In addition, the Company had short-term
foreign lines of credit pursuant to informal arrangements of approximately
$225,000 at September 30, 2003, of which $222,000 was unused.

     The components of Long-Term Debt follow:

<TABLE>
<CAPTION>
                                           2003         2002
- --------------------------------------------------------------
<S>                                     <C>          <C>
Domestic notes due through 2015
   (average year-end interest rate:
   4.4%-2003; 4.8%-2002)                $   16,389   $ 17,923
Foreign notes due through 2011
   (average year-end interest rate:
   19.1%-2003; 4.8%-2002)                       47      9,965
9.45% Guaranteed ESOP Notes
   due through July 1, 2004                     --      3,715
6.90% Notes due October 1, 2006            105,073    104,945
7.15% Notes due October 1, 2009            226,092    225,686
4.55% Notes due April 15, 2013             198,032         --
4.90% Notes due April 15, 2018             198,124         --
8.70% Debentures due January 15, 2025      105,224    105,683
7.00% Debentures due August 1, 2027        168,000    168,000
6.70% Debentures due August 1, 2028        167,050    167,050
- --------------------------------------------------------------
                                        $1,184,031   $802,967
==============================================================
</TABLE>

     In April 2003, the Company issued $200,000 of 4.55% Notes due on April 15,
2013 and $200,000 of 4.9% Notes due on April 15, 2018. The effective yields of
these note issues were 4.71% and 5.03%, respectively, including the results of
interest rate hedging activity and other financing costs.

     The April 2003 note issues were offered under a registration statement
filed in March 2003 with the Securities and Exchange Commission using a "shelf"
registration process. This registration was for one or more offerings of debt
securities, common stock, warrants, purchase contracts and units, up to a total
dollar amount of $750,000, including $100,000 of securities carried forward from
a registration filed in October 1997. The remaining availability under the March
2003 shelf registration is $350,000.

     Long-term debt balances as of September 30, 2003 and 2002 have been
impacted by certain interest rate swaps that have been designated as fair value
hedges, as discussed in Note 10.

     The aggregate annual maturities of long-term debt during the fiscal years
ending September 30, 2005 to 2008 are as follows: 2005-$5,252; 2006-$384;
2007-$100,405; 2008-$427.

     The Company capitalizes interest costs as a component of the cost of
construction in progress. The following is a summary of interest costs:

<TABLE>
<CAPTION>
                          2003      2002      2001
- ----------------------------------------------------
<S>                     <C>       <C>       <C>
Charged to operations   $43,488   $40,269   $61,585
Capitalized              10,346    17,952    28,625
- ----------------------------------------------------
                        $53,834   $58,221   $90,210
====================================================
</TABLE>

     Interest paid, net of amounts capitalized, was $32,649 in 2003, $39,153 in
2002, and $63,760 in 2001.

10   Financial Instruments

Foreign Exchange Derivatives

The Company uses foreign exchange forward contracts and currency options to
reduce the effect of fluctuating foreign exchange rates on certain foreign
currency denominated receivables and payables, third party product sales, and
investments in foreign subsidiaries. Gains and losses on the derivatives are
intended to offset gains and losses on the hedged transaction. The Company's
foreign currency risk exposure is primarily in Western Europe, Asia Pacific,
Japan, and Latin America.

     The Company hedges substantially all of its transactional foreign exchange
exposures, primarily intercompany payables and receivables, through the use of
forward contracts and currency options with maturities of less than 12 months.
Gains or losses on these contracts are largely offset by gains and losses on the
underlying hedged items. These foreign exchange contracts do not qualify for
hedge accounting under SFAS No. 133.

     In addition, the Company enters into option and forward contracts to hedge
certain forecasted sales that are denominated in foreign currencies. These
contracts are designated as cash flow hedges, as defined by SFAS No. 133, and
are effective as hedges of these revenues. These contracts are intended to
reduce the risk that the Company's cash flows from certain


                                       46



<PAGE>


Notes                                              Becton, Dickinson and Company

third party transactions will be adversely affected by changes in foreign
currency exchange rates. Changes in the effective portion of the fair value of
these contracts are included in other comprehensive income until the hedged
sales transactions are recognized in earnings. Once the hedged transaction
occurs, the gain or loss on the contract is recognized from accumulated other
comprehensive income to revenues. The Company recorded hedge net losses of
$1,732 and net gains of $3,502 to revenues in fiscal 2003 and 2002,
respectively.

     Fiscal 2003, 2002 and 2001 revenues are net of hedging costs of $9,876,
$10,612 and $8,121, respectively, related to the purchased option contracts. The
Company records in Other expense, net, the premium on the forward contracts,
which is excluded from the assessment of hedge effectiveness. This premium was
$993 and $2,209 in fiscal 2003 and 2002, respectively. All outstanding contracts
that were designated as cash flow hedges as of September 30, 2003 will mature by
September 30, 2004. As of September 30, 2003, Other Comprehensive Income
included an unrealized loss of $7,883, net of tax relating to foreign exchange
derivatives that have been designated as cash flow hedges.

     The Company enters into forward exchange contracts to hedge its net
investments in certain foreign subsidiaries. These forward contracts are
designated and effective as net investment hedges, as defined by SFAS No. 133.
The Company recorded losses of $15,304 and $1,071 in fiscal 2003 and 2002,
respectively, to foreign currency translation adjustments in other comprehensive
income for the change in the fair value of the contracts.

Interest Rate Derivatives

The Company's policy is to manage interest cost using a mix of fixed and
floating debt. The Company has entered into interest rate swaps in which it
agrees to exchange, at specified intervals, the difference between fixed and
floating interest amounts calculated by reference to an agreed-upon notional
principal amount. These swaps are designated as either fair value or cash flow
hedges, as defined by SFAS No. 133. For fair value hedges, changes in the fair
value of the interest rate swaps offset changes in the fair value of the fixed
rate debt due to changes in market interest rates. For cash flow hedges, changes
in the fair value of the interest rate swaps are offset by changes in other
comprehensive income. There was no ineffective portion to the hedges recognized
in earnings during the period.

     In addition, the Company entered into forward rate agreements in order to
reduce its exposure to changing interest rates during the period leading up to
the issuance of long term debt. These transactions were designated as "highly
effective" cash flow hedges, as defined by SFAS No. 133. Upon issuance of the
long term debt, a realized loss was recorded in other comprehensive income,
which will be reclassified into Interest expense, net over the life of the
hedged debt issues. The amount of the loss to be reclassified into earnings
within the next 12 months is $59.

     For the year ended September 30, 2003, other comprehensive income included
an unrealized loss of $2,009, net of tax, relating to interest rate derivatives
that have been designated as cash flow hedges.

Fair Value of Financial Instruments

Cash equivalents, short-term investments and short-term debt are carried at
cost, which approximates fair value. Other investments are classified as
available-for-sale securities. Available-for-sale securities are carried at fair
value, with unrecognized gains and losses reported in other comprehensive
income, net of taxes. Losses on available-for-sale securities are recognized
when a loss is determined to be other than temporary or when realized. In
accordance with the provisions of SFAS No. 133, forward exchange contracts and
currency options are recorded at fair value. Fair values were estimated based on
market prices, where available, or dealer quotes. The fair value of certain
long-term debt is based on redemption value. The estimated fair values of the
Company's financial instruments at September 30, 2003 and 2002 were as follows:

<TABLE>
<CAPTION>
                                             2003                    2002
- ---------------------------------------------------------------------------------
                                    Carrying       Fair      Carrying     Fair
                                      Value        Value       Value      Value
- ---------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>        <C>
Assets:
   Other investments
      (non-current)(A)             $    5,706   $   22,194   $  6,431   $  6,337
   Currency options(B)                  9,394        9,394      6,878      6,878
   Forward exchange contracts(B)           --           --      3,480      3,480
   Interest rate swaps(B)              36,881       36,881     36,314     36,314
Liabilities:
   Forward exchange contracts(C)       22,474       22,474         --         --
   Long-term debt                   1,184,031    1,252,785    802,967    855,331
   Interest rate swaps(C)               2,569        2,569      1,677      1,677
=================================================================================
</TABLE>

(A)  Included in Other non-current assets.

(B)  Included in Prepaid expenses, deferred taxes and other.

(C)  Included in Accrued Expenses.

Concentration of Credit Risk

Substantially all of the Company's trade receivables are due from public and
private entities involved in the healthcare industry. Due to the large size and
diversity of the Company's customer base, concentrations of credit risk with
respect to trade receivables are limited. The Company does not normally require
collateral. The Company is exposed to credit loss in the event of nonperformance
by financial institutions with which it conducts business. However, this loss is
limited to the amounts, if any, by which the obligations of the counterparty to
the financial instrument contract exceed the obligations of the Company. The
Company also minimizes exposure to credit risk by dealing with a diversified
group of major financial institutions.


                                       47



<PAGE>


Notes                                              Becton, Dickinson and Company

11   Shareholders' Equity

Changes in certain components of shareholders' equity were as follows:

<TABLE>
<CAPTION>
                                  Series B,
                                    ESOP       Common
                                  Preferred     Stock     Capital in                  Unearned
                                    Stock     Issued at   Excess of     Retained        ESOP         Deferred
                                   Issued     Par Value   Par Value     Earnings    Compensation   Compensation
- ----------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>          <C>        <C>              <C>              <C>
Balance at October 1, 2000          $43,570    $332,662     $ 75,075   $2,835,908       $(16,155)        $6,490
Restatement (see Note 2)                                                   (7,116)
- ----------------------------------------------------------------------------------------------------------------
Balance at October 1, 2000
   (restated)                        43,570     332,662       75,075    2,828,792        (16,155)         6,490
   Net income                                                             401,652
   Cash dividends:
      Common ($.38 per share)                                             (97,897)
      Preferred ($3.835 per
         share), net of tax
         benefits                                                          (2,359)
   Common stock issued for:
      Employee stock plans, net                               72,745
      Business acquisitions                                      215
   Common stock held in
      trusts                                                                                                606
   Reduction in unearned
      ESOP compensation for
      the year                                                                             4,154
   Adjustment for
      redemption provisions          (3,042)                     655
- ----------------------------------------------------------------------------------------------------------------
Balance at September 30, 2001        40,528     332,662      148,690    3,130,188        (12,001)         7,096
   Net income                                                             479,982
   Cash dividends:
      Common ($.39 per share)                                            (100,521)
      Preferred ($3.835 per
         share), net of tax
         benefits                                                          (2,300)
   Common stock issued for:
      Employee stock plans, net                               35,679
      Business acquisitions                                      198
   Common stock held in
      trusts                                                                                              1,400
   Reduction in unearned
      ESOP compensation for
      the year                                                                             4,154
   Repurchase of common
      stock
   Adjustment for
      redemption provisions          (2,583)                     555
- ----------------------------------------------------------------------------------------------------------------
Balance at September 30, 2002        37,945     332,662      185,122    3,507,349         (7,847)         8,496
   Net income                                                             547,056
   Cash dividends:
      Common ($.40 per share)                                            (101,612)
      Preferred ($3.835 per
         share), net of tax
         benefits                                                          (2,201)
   Common stock issued for:
      Employee stock plans, net                               71,206
      Business acquisitions                                       97
   Common stock held in
      trusts                                                                                                478
   Reduction in unearned
      ESOP compensation for
      the year                                                                             4,154
   Repurchase of common
      stock
   Adjustment for
      redemption provisions          (3,497)                     753
- ----------------------------------------------------------------------------------------------------------------
Balance at September 30, 2003       $34,448    $332,662     $257,178   $3,950,592        $(3,693)        $8,974
================================================================================================================

<CAPTION>
                                       Treasury Stock
                                  --------------------------
                                     Shares         Amount
- ------------------------------------------------------------
<S>                               <C>           <C>
Balance at October 1, 2000        (79,165,708)  $  (980,163)
Restatement (see Note 2)
- ------------------------------------------------------------
Balance at October 1,
   2000 (restated)                (79,165,708)     (980,163)
   Net income
   Cash dividends:
      Common ($.38 per share)
      Preferred ($3.835 per
         share), net of tax
         benefits
   Common stock issued for:
      Employee stock plans, net     5,423,069        40,564
      Business acquisitions             3,630            28
   Common stock held in
      trusts                          (16,346)         (606)
   Reduction in unearned
      ESOP compensation for
      the year
   Adjustment for
      redemption provisions           329,877         2,387
- ------------------------------------------------------------
Balance at September 30, 2001     (73,425,478)     (937,790)
   Net income
   Cash dividends:
      Common ($.39 per share)
      Preferred ($3.835 per
         share), net of tax
         benefits
   Common stock issued for:
      Employee stock plans, net     2,634,109        23,497
      Business acquisitions             4,767            43
   Common stock held in
      trusts                          (42,141)       (1,400)
   Reduction in unearned
      ESOP compensation for
      the year
   Repurchase of common
      stock                        (6,607,800)     (223,961)
   Adjustment for
      redemption provisions           304,295         2,028
- ------------------------------------------------------------
Balance at September 30, 2002     (77,132,248)   (1,137,583)
   Net income
   Cash dividends:
      Common ($.40 per share)
      Preferred ($3.835 per
         share), net of tax
         benefits
   Common stock issued for:
      Employee stock plans, net     5,048,394        45,841
      Business acquisitions             2,487
   Common stock held in
      trusts                          (18,440)         (478)
   Reduction in unearned
      ESOP compensation for
      the year
   Repurchase of common
      stock                        (9,784,200)     (349,998)
   Adjustment for
      redemption provisions           355,125         2,284
- ------------------------------------------------------------
Balance at September 30, 2003     (81,528,882)  $(1,439,934)
============================================================
</TABLE>


                                       48



<PAGE>


Notes                                              Becton, Dickinson and Company

     Common stock held in trusts represents rabbi trusts in connection with the
Company's employee salary and bonus deferral plan and Directors' deferral plan.

Preferred Stock Purchase Rights

In accordance with the Company's shareholder rights plan, each certificate
representing a share of outstanding common stock of the Company also represents
one Preferred Stock Purchase Right (a "Right"). Each whole Right entitles the
registered holder to purchase from the Company one eight-hundredths of a share
of Preferred Stock, Series A, par value $1.00 per share, at a price of $67.50.
The Rights will not become exercisable unless and until, among other things, a
third party acquires 15% or more of the Company's outstanding common stock. The
Rights are redeemable under certain circumstances at $.01 per Right and will
expire, unless earlier redeemed, on April 25, 2006. There are 500,000 shares of
preferred stock designated Series A, none of which has been issued.

12   Other Comprehensive Income (Loss)

The components of Accumulated other comprehensive loss are as follows:

<TABLE>
<CAPTION>
                                              2003        2002
- -----------------------------------------------------------------
<S>                                        <C>         <C>
Foreign currency translation adjustments   $(156,193)  $(363,300)
Minimum pension liability adjustment         (86,909)    (77,661)
Unrealized gains on investments                9,721          68
Unrealized losses on cash flow hedges         (9,892)     (4,393)
- -----------------------------------------------------------------
                                           $(243,273)  $(445,286)
=================================================================
</TABLE>

     The income tax provision recorded in fiscal year 2003 and 2002 for the
unrealized gains on investments was $6,700 and $2,800. The income tax benefits
recorded in fiscal years 2003 and 2002 for cash flow hedges were $5,500 and
$1,900, respectively. The income tax benefit amounts recorded in fiscal years
2003 and 2002 for the minimum pension liability adjustment was $300 and $52,600,
respectively. Income taxes are generally not provided for translation
adjustments.

     The unrealized gains on investments included in other comprehensive loss
for 2002 are net of reclassification adjustments of $8,000, net of tax, for
recognized losses as defined by SFAS No. 115. The tax expense associated with
these reclassification adjustments was $5,600.

     The unrealized losses on cash flow hedges included in other comprehensive
loss for 2003 and 2002 are net of reclassification adjustments of $6,800 and
$4,200, net of tax, respectively, for realized hedge gains recorded to revenues.
These amounts had been included in Accumulated other comprehensive loss in prior
periods. The tax expense associated with these reclassification adjustments in
2003 and 2002 was $4,800 and $2,900, respectively.

13   Commitments and Contingencies

Commitments

Rental expense for all operating leases amounted to $56,400 in 2003, $52,600 in
2002, and $49,600 in 2001. Future minimum rental commitments on noncancelable
leases are as follows: 2004-$38,900; 2005-$32,500; 2006-$27,500; 2007-$21,100;
2008-$13,800 and an aggregate of $30,900 thereafter.

     As of September 30, 2003, the Company has certain future capital
commitments aggregating approximately $82,300, which will be expended over the
next several years.

Contingencies

Litigation-Other Environmental-In 1986, the Company acquired a business that
manufactured, among other things, latex surgical gloves. In 1995, the Company
divested this glove business. The Company, along with a number of other
manufacturers, has been named as a defendant in approximately 523 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, New Jersey and New
York. Generally, these actions allege that medical personnel have suffered
allergic reactions ranging from skin irritation to anaphylaxis as a result of
exposure to medical gloves containing natural rubber latex. Since the inception
of this litigation, 367 of these cases have been closed with no liability to the
Company (313 of which were closed with prejudice), and 28 cases have been
settled for an aggregate de minimis amount. The Company is vigorously defending
these remaining lawsuits.

     The Company, along with another manufacturer and several medical product
distributors, is named as a defendant in four product liability lawsuits
relating to healthcare workers who allegedly sustained accidental needlesticks,
but have not become infected with any disease. Generally, the remaining actions
allege that healthcare workers have sustained needlesticks using hollow-bore
needle devices manufactured by BD and, as a result, require medical testing,
counseling and/or treatment. Several actions additionally allege that the
healthcare workers have sustained mental anguish. Plaintiffs seek money damages
in all of these actions. The Company had previously been named as a defendant in
seven similar suits relating to healthcare workers who allegedly sustained
accidental needlesticks, each of which has either been dismissed with prejudice
or voluntarily withdrawn. Regarding the four pending suits:


                                       49



<PAGE>


Notes                                              Becton, Dickinson and Company

o    In Ohio, Grant vs. Becton Dickinson et al. (Case No. 98CVB075616, Franklin
     County Court), which was filed on July 22, 1998, the Court of Appeals, by
     order dated June 3, 2003, reversed the trial court's granting of class
     certification and remanded the case for a determination of whether the
     class can be redefined, or the action should be dismissed.

o    In Illinois, McCaster vs. Becton Dickinson et al. (Case No. 98L09478, Cook
     County Circuit Court), which was filed on August 13, 1998, the court issued
     an order on November 22, 2002, denying plaintiff's renewed motion for class
     certification. The plaintiff has voluntarily dismissed the action without
     prejudice and with leave to re-file within one year.

o    In Oklahoma and South Carolina, cases have been filed on behalf of an
     unspecified number of healthcare workers seeking class action certification
     under the laws of these states, in state court in Oklahoma, under the
     caption Palmer vs. Becton Dickinson et al. (Case No. CJ-98-685, Sequoyah
     County District Court), filed on October 27, 1998, and in state court in
     South Carolina, under the caption Bales vs. Becton Dickinson et al. (Case
     No. 98-CP-40-4343, Richland County Court of Common Pleas), filed on
     November 25, 1998.

     The Company continues to oppose class action certification in these cases
and will continue to vigorously defend these lawsuits, including pursuing all
appropriate rights of appeal.

     The Company has insurance policies in place, and believes that a
substantial portion of the potential liability, if any, in the latex and class
action matters would be covered by insurance. In order to protect its rights to
additional coverage, the Company has filed an action for declaratory judgment
under the caption Becton Dickinson and Company vs. Adriatic Insurance Company et
al. (Docket No. MID-L-3649-99 MT, Middlesex County Superior Court) in New Jersey
state court. The Company has withdrawn this action, with the right to refile, so
that settlement discussions with the insurance companies may proceed. The
Company has established reserves to cover reasonably anticipated legal defense
costs in all product liability lawsuits, including the needlestick class action
and latex matters. With regard to the latex matters, we recorded special charges
in 2000 and 1998 of $20 million and $12 million, respectively. Based on a review
of available information at that time, these charges were recorded to reflect
the minimum amount within the then most probable range of current estimates of
litigation defense costs. We do not anticipate incurring significant one-time
charges, similar to 2000 and 1998, relating to the latex matters in future
years.

     On November 6, 2003, a class action complaint was filed against the Company
in the Supreme Court of British Columbia under the caption Danielle Cardozo, by
her litigation guardian Darlene Cardozo v. Becton, Dickinson and Company (Civil
Action No. S83059) alleging personal injury to all persons in British Columbia
that received test results generated by the BD ProbeTec ET instrument.
Plaintiffs seek money damages in an as yet undisclosed amount. The Company is
assessing this action, and intends to vigorously defend this matter.

     On January 17, 2003, Retractable Technologies, Inc. ("plaintiff") filed a
third amended complaint against the Company, another manufacturer and two group
purchasing organizations ("GPOs") under the caption Retractable Technologies,
Inc. vs. Becton Dickinson and Company, et al. (Civil Action No. 501 CV 036,
United States District Court, Eastern District of Texas). Plaintiff alleges that
the Company and other defendants conspired to exclude it from the market and to
maintain the Company's market share by entering into long-term contracts in
violation of state and Federal antitrust laws. Plaintiff also has asserted
claims for business disparagement, common law conspiracy, and tortious
interference with business relationships. Plaintiff seeks money damages in an as
yet undisclosed amount. On October 6, 2003, the Company filed a motion for
summary judgment. Argument of that motion has been scheduled for December 11,
2003, and a trial date has been set for February 3, 2004. The Company continues
to vigorously defend this matter.

     The Company also is involved both as a plaintiff and a defendant in other
legal proceedings and claims that arise in the ordinary course of business.

     The Company currently is engaged in discovery or is otherwise in the early
stages with respect to certain of the litigation to which it is a party, and
therefore, it is difficult to predict the outcome of such litigation. In
addition, given the uncertain nature of litigation generally and of the current
litigation environment, it is difficult to predict the outcome of any litigation
regardless of its stage. A number of the cases pending against the Company
present complex factual and legal issues and are subject to a number of
variables, including, but not limited to, the facts and circumstances of each
particular case, the jurisdiction in which each suit is brought, and differences
in applicable law. As a result, the Company is not able to estimate the amount
or range of loss that could result from an unfavorable outcome of such matters.
In accordance with generally accepted accounting principles, we establish
reserves to the extent probable future losses are estimable. While the Company
believes that the claims against it are without merit and, upon resolution,
should not have a material adverse effect on the Company, in view of the
uncertainties discussed above, the Company could incur charges in excess of
currently established reserves and, to the extent available, excess liability
insurance. Accordingly, in the opinion of management, any such future charges,
individually or in the aggregate, could have a material adverse effect on the
Company's consolidated results of operations and consolidated net cash flows in
the period or periods in which they are recorded or paid. The Company continues
to believe that it has a number of valid defenses to each of the suits pending
against it and is engaged in a vigorous defense of each of these matters.


                                       50



<PAGE>


Notes                                              Becton, Dickinson and Company

Environmental Matters

The Company also is a party to a number of Federal proceedings in the United
States brought under the Comprehensive Environment Response, Compensation and
Liability Act, also known as "Superfund," and similar state laws. For all sites,
there are other potentially responsible parties that may be jointly or severally
liable to pay all cleanup costs. The Company accrues costs for estimated
environmental liabilities based upon its best estimate within the range of
probable losses, without considering possible third-party recoveries. While the
Company believes that, upon resolution of such matters, the claims against it
should not have a material adverse effect on it, the Company could incur charges
in excess of presently established reserves and, to the extent available, excess
liability insurance. Accordingly, in the opinion of management, any such future
charges, individually or in the aggregate, could have a material adverse effect
on the Company's consolidated results of operations and consolidated net cash
flows in the period or periods in which they are recorded or paid.

14   Stock Plans

Stock Option Plans

The Company has stock option plans under which options have been granted to
purchase shares of the Company's common stock at prices established by the
Compensation and Benefits Committee of the Board of Directors. The 1995, 1998
and 2002 Stock Option Plans made available 24,000,000, 10,000,000 and 12,500,000
shares, respectively, of the Company's common stock for the granting of options
to employees. At September 30, 2003, shares available for future grant under the
1995, 1998 and 2002 Plans were 664,970, 476,730 and 9,248,366, respectively. The
Non-Employee Directors 2000 Stock Option Plan made available 1,000,000 common
shares for the granting of options, of which 899,690 remained available for
future grant as of September 30, 2003.

     A summary of changes in outstanding options is as follows:

<TABLE>
<CAPTION>
                                               2003                    2002                      2001
- --------------------------------------------------------------------------------------------------------------
                                                    Weighted                 Weighted                 Weighted
                                        Options      Average     Options      Average     Options      Average
                                           for      Exercise       for       Exercise       for       Exercise
                                         Shares       Price      Shares       Price       Shares        Price
- --------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>       <C>            <C>       <C>            <C>
Balance at October 1                   30,388,618    $26.02     28,271,329    $23.80     30,516,315    $21.29
Granted                                 5,391,172     30.02      5,460,162     32.45      4,635,232     31.90
Exercised                              (5,004,027)    17.26     (2,570,626)    13.53     (5,354,447)    15.34
Forfeited, canceled or expired           (659,462)    31.59       (772,247)    31.98     (1,525,771)    28.20
- --------------------------------------------------------------------------------------------------------------
Balance at September 30                30,116,301    $28.07     30,388,618    $26.02     28,271,329    $23.80
==============================================================================================================
Exercisable at September 30            19,389,311    $26.33     19,682,329    $22.92     20,534,073    $21.30
==============================================================================================================
Weighted average fair value of
   options granted                    $     10.20              $     11.59              $     12.08
==============================================================================================================
Available for grant at September 30    11,289,756               16,020,386                8,246,462
==============================================================================================================
</TABLE>

The maximum term of options is ten years. Options outstanding as of September
30, 2003 expire on various dates from January 2004 through September 2013.

<TABLE>
<CAPTION>
                                                 September 30, 2003
- -------------------------------------------------------------------------------------------
                                  Options Outstanding                 Options Exercisable
- -------------------------------------------------------------------------------------------
                                      Weighted       Weighted                     Weighted
                                      Average        Average                      Average
Range Of                  Number      Exercise      Remaining          Number     Exercise
Option Exercise Price   Outstanding    Price     Contractual Life   Exercisable     Price
- -------------------------------------------------------------------------------------------
<S>                      <C>           <C>           <C>             <C>            <C>
$ 8.64-$12.55             1,791,082    $11.47        1.1 Years        1,791,082     $11.47
 18.83- 25.63             6,942,444     22.91        3.0 Years        6,942,444      22.91
 27.25- 34.96            19,172,717     30.66        7.4 Years        8,533,370      30.04
 35.03- 41.56             2,210,058     35.19        5.5 Years        2,122,415      35.12
- -------------------------------------------------------------------------------------------
                         30,116,301    $28.07        6.3 Years       19,389,311     $26.33
===========================================================================================
</TABLE>


                                       51



<PAGE>


Notes                                              Becton, Dickinson and Company

     As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company has adopted the disclosure-only provision of the Statement and
applies APB Opinion No. 25 and related interpretations in accounting for its
employee stock plans.

     The 1990 Plan has a provision whereby unqualified options may be granted
at, below, or above market value of the Company's stock. If the option price is
less than the market value of the Company's stock on the date of grant, the
discount is recorded as compensation expense over the service period in
accordance with the provisions of APB Opinion No. 25. There was no such
compensation expense in 2003, 2002, or 2001.

     Under certain circumstances, the stock option plans permit the optionee the
right to receive cash and/or stock at the Company's discretion equal to the
difference between the market value on the date of exercise and the option
price. This difference would be recorded as compensation expense over the
vesting period.

Other Stock Plans

The Company has a compensatory Stock Award Plan which allows for grants of
common shares to certain key employees. Distribution of 25% or more of each
award, as elected by the grantee, is deferred until after retirement or
involuntary termination. Commencing on the first anniversary of a grant
following retirement, the remainder is distributable in five equal annual
installments. During 2003, 60,684 shares were distributed. No awards were
granted in 2003, 2002, or 2001. At September 30, 2003, 2,260,389 shares were
reserved for future issuance, of which awards for 159,001 shares have been
granted.

     The Company has a compensatory Restricted Stock Plan for Non-Employee
Directors which reserves for issuance 300,000 shares of the Company's common
stock. No restricted shares were issued in 2003, 2002, or 2001.

     The Company has a Directors' Deferral Plan which provides a means to defer
director compensation, from time to time, on a deferred stock or cash basis. As
of September 30, 2003, 149,996 shares were held in trust, of which 9,049 shares
represented Directors' compensation in 2003, in accordance with the provisions
of the Plan. Under the Plan, which is unfunded, directors have an unsecured
contractual commitment from the Company to pay directors the amounts due to them
under the Plan.

The Company also has a Deferred Compensation Plan that allows certain highly-
compensated employees, including executive officers, to defer salary and annual
incentive awards. As of September 30, 2003, 165,100 shares were issuable under
this plan.

15   Earnings Per Share

For the years ended September 30, 2003, 2002, and 2001, the following table sets
forth the computations of basic and diluted earnings per share, before the
cumulative effect of accounting change (shares in thousands):

<TABLE>
<CAPTION>
                                           2003       2002       2001
- ------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>
Income before cumulative
   effect of accounting change           $547,056   $479,982   $438,402
Preferred stock dividends                  (2,344)    (2,553)    (2,721)
- ------------------------------------------------------------------------
Income available to common
   shareholders(A)                        544,712    477,429    435,681
Preferred stock dividends-using
   "if converted" method                    2,344      2,553      2,721
Additional ESOP contribution-
   using "if converted" method               (502)      (613)      (645)
- ------------------------------------------------------------------------
Income available to common
   shareholders after assumed
   conversions(B)                        $546,554   $479,369   $437,757
========================================================================
Average common shares
   outstanding(C)                         254,497    258,016    257,128
Dilutive stock equivalents
   from stock plans                         5,402      6,076      7,309
Shares issuable upon conversion
   of preferred stock                       3,736      4,091      4,396
- ------------------------------------------------------------------------
Average common and common
   equivalent shares outstanding-
   assuming dilution(D)                   263,635    268,183    268,833
========================================================================
Basic earnings per share before
   cumulative effect of change
   in accounting principle(A/C)          $   2.14   $   1.85   $   1.69
========================================================================
Diluted earnings per share
   before cumulative effect of
   change in accounting principle(B/D)   $   2.07   $   1.79   $   1.63
========================================================================
</TABLE>


                                       52



<PAGE>


Notes                                              Becton, Dickinson and Company

16   Segment Data

The Company's organizational structure is based upon its three principal
business segments: BD Medical (formerly "BD Medical Systems") ("Medical"), BD
Diagnostics (formerly "BD Clinical Laboratory Solutions") ("Diagnostics"), and
BD Biosciences ("Biosciences").

     The major products in the Medical segment are hypodermic products,
specially designed devices for diabetes care, prefillable drug delivery
systems, infusion therapy products, elastic support products and thermometers.
The Medical segment also includes disposable scrubs, specialty needles, and
surgical blades. The major products in the Diagnostics segment are clinical and
industrial microbiology products, sample collection products, specimen
management systems, hematology instruments, and other diagnostic systems,
including immunodiagnostic test kits. This segment also includes consulting
services and customized, automated barcode systems for use in laboratories. The
major products in the Biosciences segment are flow cytometry systems for
cellular analysis, reagents and tissue culture labware.

     The Company evaluates performance based upon operating income. Segment
operating income represents revenues reduced by product costs and operating
expenses. The calculations of segment operating income and assets are in
accordance with the accounting policies described in Note 1.

     Distribution of products is both through distributors and directly to
hospitals, laboratories and other end users. Sales to a distributor which
supplies the Company's products to many end users accounted for approximately
11% of revenues in 2003, 2002 and 2001, respectively, and included products from
the Medical and Diagnostics segments. No other customer accounted for 10% or
more of revenues in each of the three years presented.

<TABLE>
<CAPTION>
Revenues                            2003           2002           2001
- --------------------------------------------------------------------------
<S>                              <C>            <C>            <C>
Medical                          $2,456,876     $2,151,374     $2,004,626
Diagnostics                       1,373,651      1,236,319      1,151,517
Biosciences                         697,413        645,376        590,039
- --------------------------------------------------------------------------
Total(A)                         $4,527,940     $4,033,069     $3,746,182
==========================================================================

Segment Operating Income
- --------------------------------------------------------------------------
Medical                          $  556,284     $  470,168(C)  $  446,940
Diagnostics                         302,071        251,004(D)     212,837
Biosciences                          88,885(B)     116,926(E)      97,293
- --------------------------------------------------------------------------
Total Segment Operating Income      947,240        838,098        757,070
Unallocated Expenses(F)            (237,534)      (209,509)      (180,320)
- --------------------------------------------------------------------------
Income Before Income Taxes and
   Cumulative Effect of Change
   in Accounting Principle       $  709,706     $  628,589     $  576,750
==========================================================================

Segment Assets
- --------------------------------------------------------------------------
Medical                          $2,738,082     $2,536,185     $2,431,709
Diagnostics                       1,128,878      1,187,710      1,091,063
Biosciences                         912,758(B)     930,836        822,745
- --------------------------------------------------------------------------
Total Segment Assets              4,779,718      4,654,731      4,345,517
Corporate and All Other(G)          792,535        374,252        445,293
- --------------------------------------------------------------------------
Total                            $5,572,253     $5,028,983     $4,790,810
==========================================================================

Capital Expenditures
- --------------------------------------------------------------------------
Medical                          $  167,165     $  182,479     $  265,531
Diagnostics                          61,589         41,774         62,009
Biosciences                          22,116         22,747         24,083
Corporate and All Other              10,173         12,703         19,131
- --------------------------------------------------------------------------
Total                            $  261,043     $  259,703     $  370,754
==========================================================================

Depreciation and Amortization
- --------------------------------------------------------------------------
Medical                          $  174,701     $  150,849     $  145,702
Diagnostics                          86,879         89,275         89,117
Biosciences                          64,605         50,587         58,204
Corporate and All Other              18,271         14,154         12,677
- --------------------------------------------------------------------------
Total                            $  344,456     $  304,865     $  305,700
==========================================================================
</TABLE>

(A)  Intersegment revenues are not material.

(B)  Includes $26,717 in 2003 of impairment charges discussed in Note 2.

(C)  Includes $22,600 in 2002 for special charges discussed in Note 5.

(D)  Includes $(468) in 2002 for special charge reversals discussed in Note 5.

(E)  Includes $(447) in 2002 for special charge reversals discussed in Note 5.

(F)  Includes interest, net; foreign exchange; corporate expenses; gains on
     sales of investments; and certain legal defense costs. Also includes
     special charge reversals of $(177) in 2002, as discussed in Note 5.

(G)  Includes cash and investments and corporate assets.


                                       53



<PAGE>


Notes                                              Becton, Dickinson and Company

<TABLE>
<CAPTION>
Revenues by
Organizational Units             2003         2002         2001
- -------------------------------------------------------------------
<S>                           <C>          <C>          <C>
BD Medical
   Medical Surgical Systems   $1,426,202   $1,299,229   $1,192,340
   Diabetes Care                 542,327      473,825      483,053
   Pharmaceutical Systems        435,624      326,346      278,309
   Ophthalmic Systems             52,723       51,974       50,924
- -------------------------------------------------------------------
                              $2,456,876   $2,151,374   $2,004,626
- -------------------------------------------------------------------
BD Diagnostics
   Preanalytical Systems      $  707,079   $  637,194   $  584,277
   Diagnostic Systems            666,572      599,125      567,240
- -------------------------------------------------------------------
                              $1,373,651   $1,236,319   $1,151,517
- -------------------------------------------------------------------
BD Biosciences
   Immunocytometry Systems    $  332,505   $  294,718   $  265,365
   Clontech                       64,312       72,710       78,607
   Pharmingen                    121,173      110,125       94,776
   Discovery Labware             179,423      167,823      151,291
- -------------------------------------------------------------------
                              $  697,413   $  645,376   $  590,039
- -------------------------------------------------------------------
Total                         $4,527,940   $4,033,069   $3,746,182
===================================================================
</TABLE>

Geographic Information

The countries in which the Company has local revenue-generating operations have
been combined into the following geographic areas: the United States, including
Puerto Rico, and International, which is composed of Europe, Canada, Latin
America, Japan and Asia Pacific.

     Revenues to unaffiliated customers are based upon the source of the product
shipment. Long-lived assets, which include net property, plant and equipment,
are based upon physical location. Intangible assets are not included since, by
their nature, they do not have a physical or geographic location.

<TABLE>
<CAPTION>
                       2003         2002          2001
- ---------------------------------------------------------
<S>                 <C>          <C>          <C>
Revenues
   United States    $2,328,246   $2,158,275   $2,001,341
   International     2,199,694    1,874,794    1,744,841
- ---------------------------------------------------------
   Total            $4,527,940   $4,033,069   $3,746,182
=========================================================

Long-Lived Assets
   United States    $  979,735   $  974,797   $  956,138
   International       724,100      653,464      633,671
   Corporate           140,936      137,469      126,214
- ---------------------------------------------------------
Total               $1,844,771   $1,765,730   $1,716,023
=========================================================
</TABLE>

Quarterly Data (Unaudited)
Thousands of dollars, except per-share amounts

<TABLE>
<CAPTION>
                                                     2003
- ---------------------------------------------------------------------------------------
                         1st          2nd          3rd          4th           Year
- ---------------------------------------------------------------------------------------
<S>                   <C>          <C>          <C>          <C>          <C>
Revenues              $1,051,648   $1,134,041   $1,165,369   $1,176,882   $4,527,940
Gross Profit             501,609      555,613      542,982      591,446    2,191,650(B)
Net Income               113,638      142,040      130,018      161,360      547,056(B)
Earnings Per Share:
   Basic                     .44          .56          .51          .64         2.14
   Diluted                   .43          .54          .49          .61         2.07
=======================================================================================

<CAPTION>
                                                     2002
- ---------------------------------------------------------------------------------------
                         1st          2nd          3rd          4th           Year
- ---------------------------------------------------------------------------------------
<S>                    <C>         <C>           <C>         <C>          <C>
Revenues               $944,946    $1,012,971    $998,460    $1,076,692   $4,033,069
Gross Profit            445,184       489,838     484,389       529,989    1,949,400
Net Income               99,673       129,188     119,725       131,396      479,982(A)
Earnings Per Share:
   Basic                    .38           .50         .46           .51         1.85
   Diluted                  .37           .48         .44           .50         1.79
=======================================================================================
</TABLE>

(A)  Includes $9,937 and $11,571 of special charges in the second and third
     quarters, respectively, as discussed in Note 5.

(B)  Includes $26,717 of impairment charges in the third quarter, as discussed
     in Note 2.


                                       54



<PAGE>


                                                   Becton, Dickinson and Company

Corporate Information

Annual Meeting

2:00 p.m.
Wednesday, February 11, 2004
Woodcliff Lake Hilton
200 Tice Boulevard
Woodcliff Lake, NJ 07675

Direct Stock Purchase Plan

The Direct Stock Purchase Plan established through EquiServe Trust Company,
N.A., enhances the services provided to existing shareholders and facilitates
initial investments in BD shares. Additional information may be obtained by
calling EquiServe Trust Company, N.A. at 1-866-238-5345.

NYSE Symbol

BDX

Transfer Agent and Registrar

EquiServe Trust Company, N.A.
P.O. Box 2500
Jersey City, NJ 07303-2500
Phone: 1-800-519-3111
E-mail: equiserve@equiserve.com
Internet: www.equiserve.com

Shareholder Information

BD's Statement of Corporate Governance Principles, BD's Business Conduct and
Compliance Guide, the charters of BD's Committees of the Board of Directors, and
BD's reports and statements filed with or furnished to the Securities and
Exchange Commission, are posted on BD's Web site at www.bd.com/investors/.

Shareholders may receive, without charge, printed copies of these documents,
including BD's 2003 Annual Report to the Securities and Exchange Commission on
Form 10-K, by contacting:

Investor Relations
BD
1 Becton Drive
Franklin Lakes, NJ 07417-1880
Phone: 1-800-284-6845
Internet: www.bd.com

Independent Auditors

Ernst & Young LLP
5 Times Square
New York, NY 10086-6530
Phone: 212-773-3000
Internet: www.ey.com

The trademarks indicated by italics are the property of, licensed to, promoted
or distributed by Becton, Dickinson and Company, its subsidiaries or related
companies. All other brands are trademarks of their respective holders.

Certain BD Biosciences products are intended for research use only, and not for
use in diagnostic or therapeutic procedures.

'c'2003 BD

Common Stock Prices and Dividends

<TABLE>
<CAPTION>
By Quarter              2003                          2002
- -----------------------------------------------------------------------
              High     Low     Dividends    High     Low     Dividends
- -----------------------------------------------------------------------
<S>          <C>      <C>       <C>        <C>      <C>        <C>
First        $31.70   $28.56    $0.100     $38.11   $32.02     $0.0975
Second        35.77    29.45     0.100      37.72    32.15      0.0975
Third         40.43    31.90     0.100      38.47    33.66      0.0975
Fourth        40.00    35.49     0.100      33.78    25.01      0.0975
</TABLE>


                                       55

                           STATEMENT OF DIFFERENCES

The copyright symbol shall be expressed as...............................    'c'



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-18
<SEQUENCE>7
<FILENAME>ex18.txt
<DESCRIPTION>EXHIBIT 18
<TEXT>

<Page>

                                                                      Exhibit 18

November 6, 2003

Mr. John Considine
Executive Vice President and Chief Financial Officer
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417

Dear Mr. Considine:

Note 2 of the Notes to Consolidated Financial Statements of Becton, Dickinson
and Company included in its Annual Report to Shareholders, incorporated by
reference in its Annual Report (Form 10-K), for the period ended September 30,
2003 describes a change in the inventory cost method from the last in, first out
("LIFO") method to the first in, first out ("FIFO") method. There are no
authoritative criteria for determining a 'preferable' method based on the
particular circumstances; however, we conclude that such change in the method of
accounting is to an acceptable alternative method which, based on your business
judgment to make this change and for the stated reasons, is preferable in your
circumstances.

                                                     Very truly yours,


                                                     /s/ Ernst & Young LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>8
<FILENAME>ex21.txt
<DESCRIPTION>EXHIBIT 21
<TEXT>

<PAGE>


                                                                      EXHIBIT 21

                 SUBSIDIARIES OF BECTON, DICKINSON AND COMPANY
                EXHIBIT 21 TO FORM 10-K FILED DECEMBER 23, 2003

<Table>
<Caption>
                                                          STATE OF JURISDICTION   PERCENTAGE OF VOTING
                   NAME OF SUBSIDIARY                        OF INCORPORATION       SECURITIES OWNED
                   ------------------                        ----------------       ----------------
<S>                                                       <C>                     <C>
               B-D (Cambridge U.K.) Ltd.                      United Kingdom            100%(1)
       BD Biosciences, Systems and Reagents Inc.                California                100%
             BD Holding S. de R.L. de C.V.                        Mexico                100%(1)
                BD Matrex Holdings, Inc.                         Delaware                 100%
             BD Ophthalmic Systems Limited                    United Kingdom            100%(1)
                      BDX INO LLC                                Delaware                 100%
                  Becton Dickinson A/S                           Denmark                100%(1)
       Becton Dickinson AcuteCare Holdings, Inc.                 Delaware                 100%
            Becton Dickinson AcuteCare, Inc.                  Massachusetts             100%(1)
  Becton Dickinson Advanced Pen Injection Systems GmbH         Switzerland              100%(1)
           Becton Dickinson Argentina S.R.L.                    Argentina               100%(1)
             Becton Dickinson Asia Limited                      Hong Kong               100%(1)
         Becton Dickinson Asia Pacific Limited            British Virgin Islands          100%
             Becton Dickinson Austria GmbH                       Austria                100%(1)
             Becton Dickinson Benelux N.V.                       Belgium                100%(1)
              Becton Dickinson Canada Inc.                        Canada                100%(1)
              Becton Dickinson Caribe Ltd.                    Cayman Islands            100%(1)
  Becton Dickinson Catheter Systems Singapore Pte Ltd.          Singapore               100%(1)
     Becton Dickinson Cellular Imaging Systems B.V.            Netherlands              100%(1)
            Becton Dickinson Colombia Ltda.                      Colombia               100%(1)
    Becton Dickinson Critical Care Systems Pte Ltd.             Singapore               100%(1)
            Becton Dickinson Czechia s.r.o.                   Czech Republic            100%(1)
           Becton Dickinson del Uruguay S.A.                     Uruguay                100%(1)
       Becton Dickinson Distribution Center N.V.                 Belgium                100%(1)
           Becton Dickinson East Africa Ltd.                      Kenya                 100%(1)
       Becton Dickinson Foreign Sales Corporation                Barbados               100%(1)
            Becton Dickinson Guatemala S.A.                     Guatemala               100%(1)
              Becton Dickinson Hellas S.A.                        Greece                100%(1)
             Becton Dickinson Holdings GmbH                      Germany                100%(1)
             Becton Dickinson Hungary Kft.                       Hungary                100%(1)
         Becton Dickinson India Private Limited                   India                 100%(1)
          Becton Dickinson Infusion Therapy AB                    Sweden                100%(1)
         Becton Dickinson Infusion Therapy B.V.                Netherlands              100%(1)
         Becton Dickinson Infusion Therapy GmbH                  Germany                100%(1)
     Becton Dickinson Infusion Therapy Holdings AB                Sweden                100%(1)
    Becton Dickinson Infusion Therapy Holdings Inc.              Delaware                 100%
Becton Dickinson Infusion Therapy Systems Inc., S.A. de C.V.      Mexico                100%(1)
          Becton Dickinson Infusion Therapy UK                United Kingdom            100%(1)
     Becton Dickinson Infusion Therapy Systems Inc.              Delaware                 100%
</Table>

                                       1




<PAGE>


<Table>
<Caption>
                                                          STATE OF JURISDICTION   PERCENTAGE OF VOTING
                   NAME OF SUBSIDIARY                        OF INCORPORATION       SECURITIES OWNED
                   ------------------                        ----------------       ----------------
<S>                                                       <C>                     <C>
 Becton Dickinson Infusion Therapy Holdings UK Limited        United Kingdom            100%(1)
         Becton Dickinson Insulin Syringe, Ltd.               Cayman Islands            100%(1)
    Becton Dickinson Ithalat Ihracat Limited Sirketi              Turkey                100%(1)
          Becton Dickinson Korea Holding, Inc.                   Delaware                 100%
            Becton Dickinson Malaysia, Inc.                       Oregon                  100%
          Becton Dickinson (Mauritius) Limited                  Mauritius                 100%
         Becton Dickinson Medical (S) Pte Ltd.                  Singapore               100%(1)
   Becton Dickinson Medical Devices Co. Shanghai Ltd.             P.R.C.                100%(1)
   Becton Dickinson Medical Devices Co. Ltd., Suzhou              P.R.C.                  99%
      Becton Dickinson Medical Products Pte. Ltd.               Singapore                 100%
                 Becton Dickinson Ltd.                         New Zealand              100%(1)
                 Becton Dickinson O.Y.                           Finland                100%(1)
        Becton Dickinson Overseas Services Ltd.                   Nevada                  100%
              Becton Dickinson Pen Limited                       Ireland                100%(1)
             Becton Dickinson Penel Limited                   Cayman Islands            100%(1)
           Becton Dickinson Philippines, Inc.                  Philippines              100%(1)
        Becton Dickinson Polska Ltd. Sp. z.o.o.                   Poland                100%(1)
               Becton Dickinson Pty. Ltd.                       Australia               100%(1)
              Becton Dickinson (Pty) Ltd.                      South Africa             100%(1)
               Becton Dickinson Sdn. Bhd.                        Malaysia               100%(1)
          Becton Dickinson Service (Pvt.) Ltd.                   Pakistan                 100%
        Becton Dickinson Sample Collection GmbH                Switzerland              100%(1)
          Becton Dickinson (Thailand) Limited                    Thailand               100%(1)
            Becton Dickinson Venezuela, C.A.                    Venezuela               100%(1)
              Becton Dickinson Venture LLC                       Delaware                 100%
                    BD Ventures LLC                             New Jersey                100%
            Becton Dickinson Worldwide, Inc.                     Delaware                 100%
                 Becton Dickinson, S.A.                           Spain                 100%(1)
           Becton Dickinson (Royston) Limited                 United Kingdom            100%(1)
                 Becton, Dickinson A.G.                        Switzerland              100%(1)
              Becton, Dickinson Aktiebolag                        Sweden                100%(1)
          Becton, Dickinson and Company, Ltd.                    Ireland                100%(1)
                 Becton, Dickinson B.V.                        Netherlands              100%(1)
       Becton, Dickinson de Mexico, S.A. de C.V.                  Mexico                100%(1)
              Becton Dickinson France S.A.                        France                100%(1)
                 Becton Dickinson GmbH                           Germany                100%(1)
     Becton, Dickinson Industrias Cirurgicas, Ltda.               Brazil                100%(1)
            Becton, Dickinson Italia S.p.A.                       Italy                 100%(1)
               B-D U.K. Holdings Limited                      United Kingdom            100%(1)
             Becton Dickinson U.K. Limited                    United Kingdom            100%(1)
                      Bedins Ltd.                                Bermuda                100%(1)
            Bedins Vermont Indemnity Company                     Vermont                  100%
                       Benex Ltd.                                Ireland                100%(1)
                 Boin Medica Co., Ltd.                            Korea                 100%(1)
             BTP Immunization Systems, LLC                      New Jersey                100%
</Table>

                                       2




<PAGE>


<Table>
<Caption>
                                                          STATE OF JURISDICTION   PERCENTAGE OF VOTING
                   NAME OF SUBSIDIARY                        OF INCORPORATION       SECURITIES OWNED
                   ------------------                        ----------------       ----------------
<S>                                                       <C>                     <C>
              Clontech Laboratories, Inc.                        Delaware                 100%
            Clontech Laboratories UK Limited                  United Kingdom            100%(1)
              Critical Device Corporation                       California                100%
                      D.L.D., Ltd.                               Bermuda                100%(1)
                      Dantor S.A.                                Uruguay                100%(1)
            Difco Laboratories Incorporated                      Michigan                 100%
               Difco Laboratories Limited                     United Kingdom            100%(1)
                Discovery Labware, Inc.                          Delaware                 100%
             Distribuidora BD, S.A. de C.V.                       Mexico                100%(1)
                    EPV S.A. de C.V.                              Mexico                100%(1)
           Franklin Lakes Enterprises, L.L.C.                   New Jersey                100%
            Healthcare Holdings in Sweden AB                      Sweden                100%(1)
                    IBD Holdings LLC                             Delaware                50%(1)
              Johnston Laboratories, Inc.                        Maryland                 100%
      Life Science Support & Service Company, Ltd.                Japan                 100%(1)
             Luther Medical Products, Inc.                      California              100%(1)
             Staged Diabetes Management LLC                     New Jersey               50%(1)
             Matrex Salud, de R.L. de C.V.                        Mexico                 50%(1)
                 Med-Safe Systems, Inc.                         California                100%
         Nippon Becton Dickinson Company, Ltd.                    Japan                 100%(1)
                       PharMingen                               California                100%
                  Phase Medical, Inc.                           California              100%(1)
                    PreAnalytiX GmbH                           Switzerland               50%(1)
           Promedicor de Mexico, S.A. de C.V.                     Mexico                100%(1)
                     Saf-T-Med Inc.                              Delaware                 100%
             Tru-Fit Marketing Corporation                    Massachusetts               100%
                    Visitec Limited
</Table>

- ---------

(1) owned by a wholly-owned subsidiary of Becton, Dickinson and Company

                                       3




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>9
<FILENAME>ex23.txt
<DESCRIPTION>EXHIBIT 23
<TEXT>

<PAGE>

                                                                      EXHIBIT 23

                        CONSENT OF INDEPENDENT AUDITORS

    We consent to the incorporation by reference in Registration Statement
Nos. 33-23055, 33-33791, 33-40787, 33-53375, 33-58367, 33-64115, 333-11885,
333-16091, 333-46089, 333-59238 and 333-108052 on Form S-8, Registration
Statement Nos. 333-23559, 333-38193 and 333-104019 on Form S-3 and the related
Prospectuses, and this Annual Report (Form 10-K) of our report dated
November 6, 2003, with respect to the consolidated financial statements of
Becton, Dickinson and Company included in the 2003 Annual Report to Shareholders
of Becton, Dickinson and Company.

    Our audits also included the financial statement schedule of Becton,
Dickinson and Company listed in Item 15(a). This schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits. In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

                                                   /s/ ERNST & YOUNG, LLP
                                            ....................................
                                                    Ernst & Young, LLP

New York, New York
December 22, 2003




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>10
<FILENAME>ex31.txt
<DESCRIPTION>EXHIBIT 31
<TEXT>

<PAGE>


                                                                      EXHIBIT 31

                                 CERTIFICATIONS

    I, Edward J. Ludwig, certify that:

    1. I have reviewed this Annual Report on Form 10-K of Becton, Dickinson and
Company;

    2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

    3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

    4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

        (a) Designed such disclosure controls and procedures, or caused such
    disclosure controls and procedures to be designed under our supervision, to
    ensure that material information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this report is being
    prepared;

        (b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and
    34-47986]

        (c) Evaluated the effectiveness of the registrant's disclosure controls
    and procedures and presented in this report our conclusions about the
    effectiveness of the disclosure controls and procedures as of the end of the
    period covered by this report based on such evaluation; and

        (d) Disclosed in this report any change in the registrant's internal
    control over financial reporting that occurred during the registrant's most
    recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
    an annual report) that has materially affected, or is reasonably likely to
    materially affect, the registrant's internal control over financial
    reporting; and

    5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

        (a) All significant deficiencies and material weaknesses in the design
    or operation of internal control over financial reporting which are
    reasonably likely to adversely affect the registrant's ability to record,
    process, summarize and report financial data; and

        (b) Any fraud, whether or not material, that involves management or
    other employees who have a significant role in the registrant's internal
    control over financial reporting.

Date: December 23, 2003

/s/ EDWARD J. LUDWIG
- -----------------------
Edward J. Ludwig
Chairman, President and
Chief Executive Officer




<PAGE>

    I, John R. Considine, certify that:

    1. I have reviewed this Annual Report on Form 10-K of Becton, Dickinson and
Company;

    2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

    3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

    4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

        (a) Designed such disclosure controls and procedures, or caused such
    disclosure controls and procedures to be designed under our supervision, to
    ensure that material information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this report is being
    prepared;

        (b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and
    34-47986]

        (c) Evaluated the effectiveness of the registrant's disclosure controls
    and procedures and presented in this report our conclusions about the
    effectiveness of the disclosure controls and procedures as of the end of the
    period covered by this report based on such evaluation; and

        (d) Disclosed in this report any change in the registrant's internal
    control over financial reporting that occurred during the registrant's most
    recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
    an annual report) that has materially affected, or is reasonably likely to
    materially affect, the registrant's internal control over financial
    reporting; and

    5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

        (a) All significant deficiencies and material weaknesses in the design
    or operation of internal control over financial reporting which are
    reasonably likely to adversely affect the registrant's ability to record,
    process, summarize and report financial data; and

        (b) Any fraud, whether or not material, that involves management or
    other employees who have a significant role in the registrant's internal
    control over financial reporting.

Date: December 23, 2003

/s/ JOHN R. CONSIDINE
- ----------------------------
John R. Considine
Executive Vice President and
Chief Financial Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>11
<FILENAME>ex32.txt
<DESCRIPTION>EXHIBIT 32
<TEXT>

<PAGE>

                                                                      EXHIBIT 32

    The certification set forth below is being submitted in connection with the
Annual Report on Form 10-K of Becton, Dickinson and Company for the fiscal year
ended September 30, 2003 (the 'Report') for the purpose of complying with Rule
13a-14(b) of the Securities Exchange Act of 1934 (the 'Exchange Act') and
Section 1350 of Chapter 63 of Title 18 of the United States Code.

    I, Edward J. Ludwig, the Chief Executive Officer of Becton, Dickinson and
Company, certify that:

        1. such Report fully complies with the requirements of Section 13(a) of
    the Exchange Act; and

        2. the information contained in the Report fairly presents, in all
    material respects, the financial condition and results of operations of
    Becton, Dickinson and Company.

Date: December 23, 2003

/s/ EDWARD J. LUDWIG
- -----------------------
Edward J. Ludwig
Chief Executive Officer



<PAGE>

    The certification set forth below is being submitted in connection with the
Annual Report on Form 10-K of Becton, Dickinson and Company for the fiscal year
ended September 30, 2003 (the 'Report') for the purpose of complying with Rule
13a-14(b) of the Securities Exchange Act of 1934 (the 'Exchange Act') and
Section 1350 of Chapter 63 of Title 18 of the United States Code.

    I, John R. Considine, the Chief Financial Officer of Becton, Dickinson and
Company, certify that:

        1. such Report fully complies with the requirements of Section 13(a) of
    the Exchange Act; and

        2. the information contained in the Report fairly presents, in all
    material respects, the financial condition and results of operations of
    Becton, Dickinson and Company.

Date: December 23, 2003

/s/ JOHN R. CONSIDINE
- -----------------------
John R. Considine
Chief Financial Officer






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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