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<SEC-DOCUMENT>0000950117-04-001896.txt : 20040514
<SEC-HEADER>0000950117-04-001896.hdr.sgml : 20040514
<ACCEPTANCE-DATETIME>20040514171958
ACCESSION NUMBER:		0000950117-04-001896
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20040331
FILED AS OF DATE:		20040514

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-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04802
		FILM NUMBER:		04808925

	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-Q
<SEQUENCE>1
<FILENAME>a37697.txt
<DESCRIPTION>BECTON, DICKINSON AND COMPANY
<TEXT>

<Page>


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

(Mark One)

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

For the quarterly period ended March 31, 2004
                               --------------

                                       OR

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

For the transition period from _________________ to _________________

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

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

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

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

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

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

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

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

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

    Class of Common Stock                Shares Outstanding as of April 30, 2004
    ---------------------                ---------------------------------------
Common stock, par value $1.00                          253,277,922




<Page>


                          BECTON, DICKINSON AND COMPANY
                                    FORM 10-Q
                  For the quarterly period ended March 31, 2004

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page Number
                                                                              -----------
<S>                                                                                <C>
Part I.      FINANCIAL INFORMATION

Item 1.      Financial Statements (Unaudited)
                Condensed Consolidated Balance Sheets......................         3
                Condensed Consolidated Statements of Income................         4
                Condensed Consolidated Statements of Cash Flows............         5
                Notes to Condensed Consolidated Financial Statements.......         6
Item 2.      Management's Discussion and Analysis of Financial Condition
              and Results of Operations....................................        14
Item 3.      Quantitative and Qualitative Disclosures About Market Risk....        28
Item 4.      Controls and Procedures.......................................        28

Part II.     OTHER INFORMATION

Item 1.      Legal Proceedings.............................................        28
Item 2.      Changes in Securities, Use of Proceeds and Issuer Purchases of
              Equity Securities............................................        30
Item 3.      Defaults Upon Senior Securities...............................        31
Item 4.      Submission of Matters to a Vote of Security Holders...........        31
Item 5.      Other Information.............................................        31
Item 6.      Exhibits and Reports on Form 8-K..............................        32

Signatures   ..............................................................        33

Exhibits     ..............................................................        34
</TABLE>


                                        2




<Page>


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

<TABLE>
<CAPTION>
                                                        March 31,    September 30,
                                                           2004           2003
                                                       -----------   -------------
                                                       (Unaudited)
<S>                                                    <C>            <C>
Assets
Current Assets:
   Cash and equivalents                                $   660,469    $   519,886
   Trade receivables, net                                  801,014        781,342
   Inventories:
      Materials                                            124,393        129,958
      Work in process                                      151,089        145,500
      Finished products                                    494,164        519,556
                                                       -----------    -----------
                                                           769,646        795,014
   Prepaid expenses, deferred taxes and other              253,202        242,327
                                                       -----------    -----------
      Total Current Assets                               2,484,331      2,338,569

Property, plant and equipment                            4,038,412      3,905,155
   Less allowances for depreciation and amortization     2,184,121      2,060,384
                                                       -----------    -----------
                                                         1,854,291      1,844,771

Goodwill, Net                                              544,913        536,788
Core and Developed Technology, Net                         233,681        242,683
Other Intangibles, Net                                     107,128        111,713
Capitalized Software, Net                                  299,354        305,608
Other                                                      191,274        192,121
                                                       -----------    -----------

      Total Assets                                     $ 5,714,972    $ 5,572,253
                                                       ===========    ===========
Liabilities and Shareholders' Equity

 Current Liabilities:
   Short-term debt                                     $     6,782    $   121,920
   Payables and accrued expenses                           884,674        921,454
                                                       -----------    -----------
      Total Current Liabilities                            891,456      1,043,374

 Long-Term Debt                                          1,183,113      1,184,031

 Long-Term Employee Benefit Obligations                    355,512        328,807

 Deferred Income Taxes and Other                           124,438        119,087

 Commitments and Contingencies

 Shareholders' Equity:
   Preferred stock                                          32,460         34,448
   Common stock                                            332,662        332,662
   Capital in excess of par value                          373,847        257,178
   Retained earnings                                     4,164,089      3,950,592
   Unearned ESOP compensation                               (3,704)        (3,693)
   Deferred compensation                                     9,450          8,974
   Common shares in treasury - at cost                  (1,556,927)    (1,439,934)
   Accumulated other comprehensive loss                   (191,424)      (243,273)
                                                       -----------    -----------
      Total Shareholders' Equity                         3,160,453      2,896,954
                                                       -----------    -----------

      Total Liabilities and Shareholders' Equity       $ 5,714,972    $ 5,572,253
                                                       ===========    ===========
</TABLE>

See notes to condensed consolidated financial statements


                                        3




<Page>


                          BECTON, DICKINSON AND COMPANY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   Thousands of Dollars, Except Per-share Data
                                   (Unaudited)

<TABLE>
<CAPTION>
                                        Three Months Ended         Six Months Ended
                                            March 31,                 March 31,
                                     -----------------------   -----------------------
                                        2004         2003         2004         2003
                                     ----------   ----------   ----------   ----------
<S>                                  <C>          <C>          <C>          <C>
Revenues                             $1,270,523   $1,134,041   $2,470,054   $2,185,689

Cost of products sold                   638,049      578,428    1,278,933    1,128,467
Selling and administrative              338,628      298,798      668,248      582,979
Research and development                 62,554       60,034      123,207      119,879
                                     ----------   ----------   ----------   ----------
Total Operating Costs and Expenses    1,039,231      937,260    2,070,388    1,831,325
                                     ----------   ----------   ----------   ----------
Operating Income                        231,292      196,781      399,666      354,364
Interest expense, net                    (7,961)      (8,653)     (16,890)     (17,286)
Other expense, net                       (3,118)      (1,847)      (3,164)      (1,763)
                                     ----------   ----------   ----------   ----------
Income Before Income Taxes              220,213      186,281      379,612      335,315

Income tax provision                     55,053       44,241       89,050       79,637
                                     ----------   ----------   ----------   ----------

Net Income                           $  165,160   $  142,040   $  290,562   $  255,678
                                     ==========   ==========   ==========   ==========

Earnings Per Share:
     Basic                           $      .65   $      .56   $     1.15   $     1.00
                                     ==========   ==========   ==========   ==========
     Diluted                         $      .62   $      .54   $     1.10   $      .97
                                     ==========   ==========   ==========   ==========
Dividends Per Common Share           $      .15   $      .10   $      .30   $      .20
                                     ==========   ==========   ==========   ==========
</TABLE>

See notes to condensed consolidated financial statements


                                        4




<Page>


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

<TABLE>
<CAPTION>
                                                             Six Months Ended
                                                                 March 31,
                                                          ----------------------
                                                             2004        2003
                                                          ---------   ----------
<S>                                                       <C>         <C>
Operating Activities
   Net income                                             $ 290,562   $ 255,678
   Adjustments to net income to derive net cash
    provided by operating activities:
      Depreciation and amortization                         186,009     168,131
      Pension contribution                                       --    (100,000)
      BGM charges (Note 9)                                   38,551          --
      Change in working capital                              (4,621)    (53,477)
      Other, net                                             17,202      22,501
                                                          ---------   ---------
      Net Cash Provided by Operating Activities             527,703     292,833
                                                          ---------   ---------
Investing Activities
   Capital expenditures                                    (108,250)   (108,243)
   Capitalized software                                     (22,717)    (36,852)
   Purchases of investments, net                             (3,638)     (1,672)
   Other, net                                               (17,136)    (25,263)
                                                          ---------   ---------
      Net Cash Used for Investing Activities               (151,741)   (172,030)
                                                          ---------   ---------
Financing Activities
   Change in short-term debt                               (103,792)     51,794
   Payments of long-term debt                               (17,096)       (873)
   Repurchase of common stock                              (174,889)   (106,490)
   Issuance of common stock from treasury                   134,006      25,982
   Dividends paid                                           (76,318)    (53,033)
                                                          ---------   ---------
      Net Cash Used for Financing Activities               (238,089)    (82,620)
                                                          ---------   ---------

Effect of exchange rate changes on cash and equivalents       2,710       4,173
                                                          ---------   ---------
      Net increase in cash and equivalents                  140,583      42,356
Opening Cash and Equivalents                                519,886     243,115
                                                          ---------   ---------
Closing Cash and Equivalents                              $ 660,469   $ 285,471
                                                          =========   =========
</TABLE>

See notes to condensed consolidated financial statements


                                        5




<Page>


                          BECTON, DICKINSON AND COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
          Dollar and Share Amounts in Thousands, Except Per-share Data
                                 March 31, 2004

Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, in the opinion of
the management of the Company, include all adjustments which are of a normal
recurring nature, necessary for a fair presentation of financial position and
the results of operations and cash flows for the periods presented. However, the
financial statements do not include all information and footnotes required for a
presentation in accordance with generally accepted accounting principles. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included or
incorporated by reference in the Company's 2003 Annual Report on Form 10-K. The
results of operations for the interim periods are not necessarily indicative of
the results of operations to be expected for the full year.

Stock-based Compensation

Under the provisions of Statement of Financial Accounting Standards ("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 No. 25, "Accounting for Stock Issued to
Employees", and related interpretations. Under the intrinsic value method,
compensation cost of 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. Accordingly, no stock-based compensation cost relating to stock
options has been reflected in the Company's net income for the three and six
months ended March 31, 2004 and 2003, as all options granted under the Company's
stock option plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. Stock-based compensation cost
recorded in the six month period ended March 31, 2004 related to
performance-based and other stock awards granted under the Company's Stock Award
Plan was not material.

The following table illustrates the effect on net income and earnings per share
if the Company were to have applied the fair value recognition provisions of
SFAS No. 123, as amended, to account for stock-based compensation for the
periods indicated. These pro-forma amounts may not be representative of the
effects on net income in future years since options generally vest over several
years and additional awards may be made each year.


                                        6




<Page>


<TABLE>
<CAPTION>
                                Three Months Ended March 31,   Six Months Ended March 31,
                                ----------------------------   --------------------------
                                       2004       2003              2004       2003
                                     --------   --------          --------   --------
<S>                                  <C>        <C>               <C>        <C>
Net income, as reported              $165,160   $142,040          $290,562   $255,678
Less stock-based compensation
 expense, net of tax                   (7,882)    (8,584)          (16,321)   (17,638)
                                     --------   --------          --------   --------

Pro forma net income                 $157,278   $133,456          $274,241   $238,040
                                     ========   ========          ========   ========

Reported earnings per share:
   Basic                             $    .65   $    .56          $   1.15   $   1.00
   Diluted                           $    .62   $    .54          $   1.10   $    .97
                                     ========   ========          ========   ========

Pro forma earnings per share:
   Basic                             $    .62   $    .52          $   1.08   $    .93
   Diluted                           $    .59   $    .51          $   1.04   $    .91
                                     ========   ========          ========   ========
</TABLE>

The Company estimated the fair value of stock options using the Black-Scholes
option-pricing model, modified for dividends and using certain assumptions for
stock price volatility, risk free interest rates, dividend yields and expected
terms until exercise. The value determined by the Black-Scholes option-pricing
model is based on assumptions at the time of grant and subsequent modifications
to such assumptions are not reflected in the value of prior grants. The
Black-Scholes model is a trading option-pricing model that does not reflect
either the non-traded nature of employee stock options or the limited
transferability of options. This model also does not consider restrictions on
trading for all employees, including restrictions imposed on senior management
of the Company, who are only permitted to trade in the Company's securities
during specified quarterly "window periods." Therefore, if the Company had used
an option-pricing model other than Black-Scholes, pro-forma results different
from those shown above may have been reported.

Note 2 - Comprehensive Income

Comprehensive income for the Company is comprised of the following:

<TABLE>
<CAPTION>
                                               Three Months Ended     Six Months Ended
                                                   March 31,             March 31,
                                              -------------------   -------------------
                                                2004       2003       2004       2003
                                              --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>
Net Income                                    $165,160   $142,040   $290,562   $255,678
Other Comprehensive Income, Net of Tax
   Foreign currency translation adjustments    (12,514)    33,485     55,884     81,575
   Unrealized gains on investments,
      net of amounts recognized                  2,043      2,371        763      2,848
   Unrealized losses on cash flow
      hedges, net of amounts realized           (2,384)    (1,532)    (4,798)    (2,090)

                                              --------   --------   --------   --------
Comprehensive Income                          $152,305   $176,364   $342,411   $338,011
                                              ========   ========   ========   ========
</TABLE>


                                        7




<Page>


The amount of unrealized gains or losses on investments and cash flow hedges in
comprehensive income has been adjusted to reflect any realized gains and
recognized losses included in net income during the three and six months ended
March 31, 2004 and 2003.

Note 3 - Earnings per Share

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

<TABLE>
<CAPTION>
                                    Three Months Ended     Six Months Ended
                                        March 31,             March 31,
                                   -------------------   -------------------
                                     2004       2003       2004       2003
                                   --------   --------   --------   --------
<S>                                <C>        <C>        <C>        <C>
Net Income                         $165,160   $142,040   $290,562   $255,678
Preferred stock dividends              (535)      (595)    (1,085)    (1,201)
                                   --------   --------   --------   --------

Income available to common
   shareholders (A)                 164,625    141,445    289,477    254,477

Preferred stock dividends -
   using "if converted" method          535        595      1,085      1,201
Additional ESOP contribution -
   Using "if converted" method           (4)      (119)       (17)      (244)
                                   --------   --------   --------   --------
Income available to common
   shareholders after assumed
   conversions (B)                 $165,156   $141,921   $290,545   $255,434
                                   ========   ========   ========   ========

Average common shares
   outstanding (C)                  253,294    254,694    252,710    254,994
Dilutive stock equivalents from
   stock plans                        8,240      4,737      7,532      4,396
Shares issuable upon conversion
   of preferred stock                 3,521      3,938      3,521      3,938
                                   --------   --------   --------   --------
Average common and common
   equivalent shares outstanding
   - assuming dilution (D)          265,055    263,369    263,763    263,328
                                   ========   ========   ========   ========

Basic earnings per share (A/C)     $    .65   $    .56   $   1.15   $   1.00
                                   ========   ========   ========   ========
Diluted earnings per share (B/D)   $    .62   $    .54   $   1.10   $    .97
                                   ========   ========   ========   ========
</TABLE>

During the three and six months ended March 31, 2004, 3,299 common shares and
5,870 common shares were issued upon exercise of stock options, respectively.
During the three and six months ended March 31, 2003, 1,630 common shares and
2,018 common shares were issued upon exercise of stock options, respectively.

Note 4 - Contingencies

The Company is involved, both as a plaintiff and a defendant, in various legal
proceedings and claims which arise in the ordinary course of business.


                                        8




<Page>


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 each and every
matter. In accordance with generally accepted accounting principles, the Company
establishes reserves to the extent probable future losses are estimable. While
the Company believes that the claims against it, 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. Further
discussion of legal proceedings is included in Part II of this Report on Form
10-Q.


Note 5 - Segment Data

The Company's organizational structure is based upon its three principal
business segments: BD Medical ("Medical"), BD Diagnostics ("Diagnostics"), and
BD Biosciences ("Biosciences"). The Company evaluates performance based upon
operating income. Segment operating income represents revenues reduced by
product costs and operating expenses. Financial information for the Company's
segments is as follows:

<TABLE>
<CAPTION>
                              Three Months Ended         Six Months Ended
                                  March 31,                 March 31,
                           -----------------------   -----------------------
                              2004         2003         2004         2003
                           ----------   ----------   ----------   ----------
<S>                        <C>          <C>          <C>          <C>
Revenues
   Medical                 $  682,641   $  601,819   $1,309,509   $1,173,456
   Diagnostics                382,875      356,800      783,820      688,454
   Biosciences                205,007      175,422      376,725      323,779
                           ----------   ----------   ----------   ----------
      Total Revenues (A)   $1,270,523   $1,134,041   $2,470,054   $2,185,689
                           ==========   ==========   ==========   ==========
</TABLE>


                                         9




<Page>


<TABLE>
<CAPTION>
                                 Three Months Ended      Six Months Ended
                                     March 31,               March 31,
                                -------------------   ----------------------
                                  2004       2003        2004         2003
                                --------   --------   ---------    ---------
<S>                             <C>        <C>        <C>          <C>
Segment Operating Income
   Medical                      $151,260   $129,811   $ 243,206(B) $ 252,610
   Diagnostics                    87,491     84,928     185,126      151,026
   Biosciences                    45,592     28,348      75,429       47,215
                                --------   --------   ---------    ---------
      Total Segment Operating
         Income                  284,343    243,087     503,761      450,851
  Unallocated Items (C)          (64,130)   (56,806)   (124,149)    (115,536)
                                --------   --------   ---------    ---------
  Income Before Income Taxes    $220,213   $186,281   $ 379,612    $ 335,315
                                ========   ========   =========    =========
</TABLE>

<TABLE>
<CAPTION>
                                 Three Months Ended         Six Months Ended
                                     March 31,                 March 31,
                              -----------------------   -----------------------
                                 2004         2003         2004         2003
                              ----------   ----------   ----------   ----------
<S>                           <C>          <C>          <C>          <C>
Revenues by Organizational
 Units
BD Medical
   Medical Surgical Systems   $  383,480   $  341,398   $  758,323   $  686,917
   Diabetes Care                 150,068      133,832      283,094      253,377
   Pharmaceutical Systems        135,376      113,806      240,575      207,051
   Ophthalmic Systems             13,717       12,783       27,517       26,111
                              ----------   ----------   ----------   ----------
                              $  682,641   $  601,819   $1,309,509   $1,173,456
                              ----------   ----------   ----------   ----------

BD Diagnostics
   Preanalytical Systems      $  195,943   $  176,057   $  380,923   $  343,260
   Diagnostic Systems            186,932      180,743      402,897      345,194
                              ----------   ----------   ----------   ----------
                              $  382,875   $  356,800   $  783,820   $  688,454
                              ----------   ----------   ----------   ----------
BD Biosciences
   Immunocytometry Systems    $  103,563   $   83,480   $  185,707   $  147,532
   Clontech                       16,787       17,288       31,140       33,043
   Pharmingen                     36,104       31,268       66,442       57,943
   Discovery Labware              48,553       43,386       93,436       85,261
                              ----------   ----------   ----------   ----------
                              $  205,007   $  175,422   $  376,725   $  323,779
                              ----------   ----------   ----------   ----------

Total                         $1,270,523   $1,134,041   $2,470,054   $2,185,689
                              ==========   ==========   ==========   ==========
</TABLE>

(A)  Intersegment revenues are not material.

(B)  Current year amount includes $45,024 related to blood glucose monitoring
     charges as discussed further in Note 9 to the condensed consolidated
     financial statements.

(C)  Includes primarily interest, net; foreign exchange; corporate expenses; and
     certain legal costs.


                                       10




<Page>


Note 6 - Special Charges

In fiscal year 2002, the Company recorded special charges of $21,508 associated
with a manufacturing restructuring program in the Medical segment that was aimed
at optimizing manufacturing efficiencies and improving the Company's
competitiveness in the different markets in which it operates. This program
involved the termination of 533 employees in China, France, Germany, Ireland,
Mexico and the United States. As of March 31, 2004, 524 of the targeted
employees had been severed. The Company expects the remaining terminations to be
completed and the related accrued severance to be substantially paid by June
2004.

A summary of the 2002 special charge accrual activity during the first six
months of fiscal 2004 follows:

<TABLE>
<CAPTION>
                                        Severance   Restructuring
                                        ---------   -------------
<S>                                      <C>             <C>
Accrual Balance at September 30, 2003    $ 1,800         $100
Payments                                  (1,000)          --
                                         -------         ----
Accrual Balance at March 31, 2004        $   800         $100
                                         =======         ====
</TABLE>

Note 7 - Goodwill and Other Intangible Assets

The components of intangible assets are as follows:

<TABLE>
<CAPTION>
                                        March 31, 2004          September 30, 2003
                                   -----------------------   -----------------------
                                    Gross                     Gross
                                   Carrying    Accumulated   Carrying    Accumulated
                                    Amount    Amortization    Amount    Amortization
                                   --------   ------------   --------   ------------
<S>                                <C>          <C>          <C>          <C>
Amortized intangible assets:
   Core and Developed Technology   $353,466     $ 119,785    $352,372     $109,689
   Patents, Trademarks, & Other     317,853       225,862     314,211      217,635
                                   --------     ---------    --------     --------
      Total                        $671,319     $ 345,647    $666,583     $327,324
                                   ========     =========    ========     ========

Unamortized intangible assets:
   Goodwill                        $544,913                  $536,788
   Trademarks                        15,137                    15,137
                                   --------                  --------
      Total                        $560,050                  $551,925
                                   ========                  ========
</TABLE>

The change in the carrying amount of goodwill for the six months ended March 31,
2004 relates to foreign currency translation adjustments.

The estimated intangible amortization expense for the fiscal years ending
September 30, 2004 to 2009 are as follows: 2004 - $35,200; 2005 - $33,600; 2006
- - $30,900; 2007 - $30,700; 2008 - $29,800; 2009 - $28,600.


                                       11




<Page>


Note 8 - 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 were effective for the Company as
of March 31, 2004 for variable interest entities acquired before February 1,
2003 and in effect upon acquisition for any variable interest entities acquired
after January 31, 2003 (of which there have been none to date). The adoption of
FIN 46 had no impact on the Company's consolidated financial position, results
of operations or financial disclosures.

In December 2003, the Medicare Prescription Drug, Improvement and Modernization
Act of 2003 (the "Act") was signed into law. The Act introduces a prescription
drug benefit under Medicare, as well as a federal subsidy to sponsors of retiree
health care benefit plans that provide a benefit that is at least actuarially
equivalent to Medicare. In January 2004, the FASB issued FASB Staff Position
("FSP") No. 106-1 "Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003" which
permits a sponsor of a postretirement health care plan that provides a
prescription drug benefit to make a one-time election to defer accounting for
the effects of the Act. The Company has elected to defer recognition of the Act
until such time as final authoritative accounting guidance has been issued. The
Company expects the adoption of FSP No. 106-1 to have a favorable, yet
immaterial, impact on its consolidated financial position and results of
operations in fiscal 2004.

Note 9 - Blood Glucose Monitoring Charges

The Company recorded a pre-tax charge of $45,024 to cost of products sold in the
Company's results of operations for the three months ended December 31, 2003
related to its blood glucose monitoring ("BGM") products, which included a
reserve of $6,473 in connection with the voluntary product recall of certain
lots of BGM test strips and the write-off of $29,803 of certain test strip
inventories. Based upon internal testing, it was determined that certain BGM
test strip lots, produced by BD's manufacturing partner, were not performing
within BD's specifications. As a result, the Company decided to recall the
affected lots and dispose of the non-conforming product in inventory. In
addition, the charge reflects BD's decision to focus its sales and marketing
efforts on the BD Logic'TM' and Paradigm Link'TM' blood glucose meters in the
United States, and to discontinue support of the BD Latitude'TM' system product
offering in the United States, resulting in a write-off of $8,748 of related
blood glucose meters and fixed assets.


                                       12




<Page>


Note 10 - 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.

Net pension and postretirement expense included the following components for the
three months ended March 31:

<TABLE>
<CAPTION>
                                                Pension Plans      Other Postretirement Benefits
                                             -------------------   -----------------------------
                                               2004       2003             2004      2003
                                             --------   --------         -------   -------
<S>                                          <C>        <C>              <C>       <C>
Components of net pension and
   postretirement costs:
      Service cost                           $ 14,033   $ 11,200         $   875   $   790
      Interest cost                            15,423     13,518           3,841     3,621
      Expected return on plan assets          (12,773)   (11,798)             --        --
      Amortization of prior service cost           59         21          (1,559)   (1,558)
      Amortization of loss                      4,337      3,280           1,298       836
      Other                                       (76)       (34)             --        --
                                             --------   --------         -------   -------

      Net pension and postretirement costs   $ 21,003   $ 16,187         $ 4,455   $ 3,689
                                             ========   ========         =======   =======
</TABLE>

Net pension expense attributable to foreign plans included in the preceding
table was $3,713 and $3,326 for the three months ended March 31, 2004 and 2003,
respectively.

Net pension and postretirement expense included the following components for the
six months ended March 31:

<TABLE>
<CAPTION>
                                                Pension Plans      Other Postretirement Benefits
                                             -------------------   -----------------------------
                                               2004       2003             2004      2003
                                             --------   --------         -------   -------
<S>                                          <C>        <C>              <C>       <C>
Components of net pension and
   postretirement costs:
      Service cost                           $ 28,066   $ 22,400         $ 1,750   $ 1,580
      Interest cost                            30,846     27,036           7,682     7,242
      Expected return on plan assets          (25,546)   (23,596)             --        --
      Amortization of prior service cost          118         42          (3,118)   (3,116)
      Amortization of loss                      8,674      6,560           2,596     1,672
      Other                                      (152)       (68)             --        --
                                             --------   --------         -------   -------

      Net pension and postretirement costs   $ 42,006   $ 32,374         $ 8,910   $ 7,378
                                             ========   ========         =======   =======
</TABLE>

Net pension expense attributable to foreign plans included in the preceding
table was $7,426 and $6,652 for the six months ended March 31, 2004 and 2003,
respectively.

We currently anticipate contributing $18 million, on a discretionary basis, to
increase the funding for the U.S. pension plan during the third quarter of 2004.


                                       13




<Page>


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

Company Overview

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"), BD Diagnostics
("Diagnostics") 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.

BD's management operates the business consistent with the following core
strategies:

     o    to increase revenue growth by focusing on products that deliver
          greater benefits to patients, healthcare workers and researchers;

     o    to improve operating effectiveness and balance sheet productivity;
          and,

     o    to strengthen organizational and associate capabilities in the
          ever-changing healthcare environment.

In assessing our implementation of these strategies and BD's financial condition
and operating performance, management generally reviews quarterly forecast data,
monthly actual results, segment sales and other similar information. We also
consider trends related to certain key financial data, including gross profit
margin, selling and administrative expense and cash flows, as further described
below.

The effectiveness of our strategies is demonstrated by our second quarter 2004
performance. BD reported second quarter revenues of $1.271 billion, an increase
of 12% from the same period a year ago. After excluding the favorable impact of
foreign currency translation, revenues for the quarter increased approximately
6%. For the six month period, reported revenues of $2.470 billion represented a
13% increase from a year ago, or approximately 6% at constant foreign exchange
rates. Sales in the United States of safety-engineered devices grew 10% to $183
million. The Medical and Biosciences segments had solid revenue growth in the
quarter reflecting contributions from several key areas - prefillable drug
delivery devices, diabetes-related products and the BD FACSAria'TM' cell sorter.
Safety-engineered device sales in the United States continued to support our
overall growth. International revenue growth of 17% and 20% for the three and
six month period, respectively, was favorably affected by foreign currency
translation, primarily the Euro. After excluding the favorable impact of foreign
currency translation, international revenues grew approximately 4% and 6% for
the three and six month period, respectively. As further discussed in our 2003
Annual Report on Form 10-K, we 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.


                                       14




<Page>


Our balance sheet remains strong with net cash provided by operations at $528
million for the six months ended March 31, 2004 and our debt-to-capitalization
ratio (shareholders' equity, net non-current deferred income tax liabilities,
and debt) was reduced to 26.8% at March 31, 2004 from 30.4% at September 30,
2003.

Our ability to sustain our long-term growth will depend on a number of factors,
including our ability to expand our core business (including geographical
expansion), develop innovative new products across our business segments, and
continue to improve operating efficiency and organizational effectiveness.
Numerous factors can affect our ability to achieve these goals, including
without limitation, U.S and global economic conditions, increased competition
and healthcare cost containment initiatives.

Our anticipated revenue growth over the next five years is expected to come from
the following:

     o    Core business growth and expansion, including the continued transition
          to safety-engineered devices;

     o    Expanding the sale of our high quality products across all continents;
          and,

     o    In each business segment, new products and services that have higher
          benefits to patients, healthcare workers and researchers.

Results of Operations

Revenues

Refer to Note 5 in the Notes to Condensed Consolidated Financial Statements for
segment financial data.

Medical Segment - Second quarter revenues of $683 million represented an
increase of 13% from the prior year's period, or 7% at constant foreign exchange
rates. Included in Medical revenues were U.S. safety-engineered product sales
which grew 9% to $107 million, when compared with $98 million in the prior
year's quarter. These sales were partly offset by reduced sales of certain
conventional devices in the United States due to the transition to
safety-engineered devices. Also contributing to the revenue growth of the
segment were increased sales of diabetes-related products and prefillable drug
delivery devices. International Medical revenue growth was 17% from the prior
year's period, or 4% excluding the favorable impact of foreign currency
translation. For the six month period, Medical revenue of $1.310 billion
represented growth from the prior period of 12%, or 5% excluding the favorable
impact of foreign currency translation.

Diagnostics Segment - Second quarter revenues of $383 million represented an
increase of 7% over the prior year period, or 2% excluding the favorable impact
of foreign currency translation. Diagnostics revenues included sales of U.S.
safety-engineered devices of $75 million compared with $68 million in the prior
year's quarter. These sales were partly offset by reduced sales of certain
conventional devices in the United States due to the transition to
safety-engineered devices. Revenues from sales of diagnostic systems grew 3% to
$187 million, after having experienced a 31% increase in the first quarter of
2004, due in large part to earlier than usual and exceptionally strong sales of
respiratory and flu diagnostic tests in the United States and Japan. Also
contributing to the segment's revenue growth for the quarter were sales of


                                       15




<Page>


BD ProbeTec'TM' ET instrument platforms which increased to $20 million from $16
million in the prior year. For the six month period, Diagnostics revenues of
$784 million represented growth from the prior year period of 14%, or 8%
excluding the favorable impact of foreign currency translation.

Biosciences Segment - Second quarter revenues of $205 million represented an
increase of 17% over the prior year period, or 9% excluding the favorable
impact of foreign currency translation. Immunocytometry systems sales reflected
broad acceptance of the BD FACSAria'TM' cell sorter, which BD Biosciences began
shipping at the end of the second fiscal quarter of 2003, along with strong
sales of flow cytometry reagents in the Immunocytometry Systems and Pharmingen
units. Revenue growth was also driven by Discovery Labware products. Clontech
revenues continue to be negatively affected by a slowdown in certain segments of
the research market, as well as by competitive pressures. For the six month
period, Biosciences revenues of $377 million represented growth from the prior
year period of 16%, or 9% excluding the favorable impact of foreign currency
translation.

Segment Operating Income

Medical Segment

Segment operating income for the second quarter was $151 million, an increase of
16% when compared to $130 million in the prior year's second quarter. This
increase was driven by higher Medical revenues combined with lower spending
associated with our BGM products that were launched in the second quarter of
2003. In addition, segment operating income improved due to the benefits
resulting from the 2002 Medical restructuring plan (see Note 6 in the Notes to
Condensed Consolidated Financial Statements). Segment operating income for the
six months was $243 million (which included $45 million of blood glucose
monitoring ("BGM") charges as discussed in Note 9 to the condensed consolidated
financial statements), compared to $253 million in the prior year period.

Diagnostics Segment

Segment operating income for the second quarter was $87 million compared to $85
million in the prior year's second quarter and reflects, among other things,
fluctuations in revenues as discussed above. Segment operating income for the
six months was $185 million compared to $151 million in the prior year period,
and reflected increased sales of products with higher gross profit margins,
including safety-engineered products, the BD ProbeTec'TM' ET instrument
platform, and respiratory and flu products.

Biosciences Segment

Segment operating income for the second quarter was $46 million compared to $28
million in the prior year. Segment operating income for the six months was $75
million compared to $47 million in the prior year period, and reflected
increased sales of products with higher gross profit margin, including
instruments, highlighted by continued placements of the BD FASCAria'TM'
instrument platform, and reagents. Reductions in manufacturing costs and
infrastructure, as well as tighter expense controls, added to the growth of
segment operating income. Biosciences segment operating income also benefited
from the absence of inventory write-downs recorded in the prior year's quarter
relating to molecular biology reagents.


                                       16




<Page>


Gross Profit Margin

Gross profit margin was 49.8% for the quarter and 48.2% for the six months,
compared with 49.0% and 48.4%, respectively, for the prior year. The increase in
gross profit margin for the quarter reflected increased sales of products with
higher overall gross profit margins, compared to products sold in the prior year
including safety-engineered products, diabetes-related products and sales of the
BD ProbeTec'TM' ET instrument platform. In addition, gross profit margin
benefited from the effects of the 2002 Medical restructuring plan, as discussed
above. For the six month period, gross profit margin was adversely impacted by
the BGM charges, as discussed above, which reduced gross profit margin by 180
basis points.

Selling and Administrative Expense

Selling and administrative expense increased to 26.7% of revenues for the
quarter and 27.1% of revenues for the six month period, compared with the prior
year's ratios of 26.3% and 26.7%, respectively. Aggregate expenses were higher,
reflecting increased investment in various strategic initiatives, including
blood glucose monitoring products.

Income Taxes

The reported income tax rate was 25% for the quarter and 24% for the six months.
The prior year's tax rate was 24% for both the quarter and six months. We expect
the tax rate for the 2004 fiscal year to be approximately 24%, which reflects a
1% reduction due to the aforementioned BGM charges.

Net Income and Earnings Per Share

Net income and diluted earnings per share for the current quarter were $165
million and 62 cents, respectively, compared with $142 million and 54 cents in
the prior year. Net income and diluted earnings per share for the current six
month period were $291 million and $1.10, respectively, compared with $256
million and 97 cents in the prior year. BGM charges in the first quarter of 2004
reduced net income by $28 million and diluted earnings per share by 11 cents.

Liquidity and Capital Resources

Net cash provided by operating activities, which continues to be our primary
source of funds to finance operating needs and capital expenditures, was $528
million during the first six month period of fiscal 2004, and $293 million in
the same period in fiscal 2003. Net cash provided by operations in the first six
months of fiscal 2003 was reduced by $100 million in cash contributions to the
U.S. pension plan. We expect to contribute an additional discretionary $18
million to increase the funding for the U.S. pension plan during the third
quarter of 2004. The Company's funding policy for its defined benefit pension
plans is to contribute amounts sufficient to meet the minimum funding
requirement of the Employee Retirement Income Security Act of 1974, plus any
additional amounts that management may determine to be appropriate considering
the funded status of the plans, tax deductibility, our cash flows, and other
factors. As further discussed in our 2003 Annual Report on Form 10-K, changes in
pension costs may occur in the future due to changes in assumptions inherent in
the actuarial valuations used, in part, to determine the Company's minimum
funding obligations.

Net cash used for investing activities for the first six months of the current
year was $152 million, compared to $172 million in the same period a year ago.
Capital expenditures were


                                       17




<Page>


$108 million in the first six month period of both fiscal 2004 and 2003. We
expect capital spending for fiscal 2004 to be between $275 million and $300
million. Capitalized software in the first six month period of fiscal 2004
included approximately $14 million of costs associated with a business
information systems upgrade within our Biosciences segment in the United States,
which was not within the scope of our worldwide systems implementation (known
internally as "Genesis") which was substantially completed in 2003. Similar to
Genesis, such costs are capitalized in accordance with the AICPA's Statement of
Position 98-1 "Accounting for Costs of Computer Software Developed or Obtained
for Internal Use."

Net cash used for financing activities in the first six month period of the
current year was $238 million, compared to $83 million in the same period a year
ago, and included the repurchase of over 2 million shares of our common stock
for $175 million in the current year. As of March 31, 2004, authorization to
repurchase an additional 9.7 million common shares remained under a January 2004
resolution of the Board of Directors. Stock repurchases were offset by the
issuance of common stock from treasury due to the exercising of stock options by
employees. As of March 31, 2004, total debt of $1.2 billion represented 26.8% of
total capital, down from 30.4% at September 30, 2003. We have in place a
commercial paper borrowing program that is available to meet our short-term
financing needs, including working capital requirements. There were no
borrowings outstanding under this program as of March 31, 2004. As discussed in
our fiscal year 2003 Annual Report on Form 10-K, we currently maintain two
syndicated credit facilities totaling $900 million that are available to provide
backup support for our commercial paper program and for other general corporate
purposes. Each of these facilities contains a single financial covenant that
requires BD to maintain an interest expense coverage ratio (ratio of earnings
before income taxes, depreciation and amortization to interest expense) of not
less than 5-to-1 for the most recent four consecutive fiscal quarters. 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 debt maturities, as
well as to incur substantial additional debt, if required.

BD's ability to generate cash flow from operations, issue debt, enter into other
financing arrangements and attract long-term capital on acceptable terms could
be adversely affected in the event there was a material decline in the demand
for BD's products, deterioration in BD's key financial ratios or credit ratings,
or other significantly unfavorable changes in conditions. While a deterioration
in the Company's credit ratings would increase the costs associated with
maintaining and borrowing under its existing credit arrangements, such a
downgrade would not affect the Company's ability to draw on these credit
facilities, nor would it result in an acceleration of the scheduled maturities
of any outstanding debt.

Critical Accounting Policies

The preparation of financial statements in accordance with generally accepted
accounting principles ("GAAP") requires management to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. A summary of our significant accounting policies is included in Note 1
to our consolidated financial statements for the year ended September 30, 2003,
which are incorporated by reference in our 2003 Annual Report on Form 10-K.
Certain of our accounting policies are considered critical, as summarized in the
Financial Review section of our 2003 Annual Report on Form 10-K, as these
policies are the most important to the depiction of our financial statements and
require significant, difficult or


                                       18




<Page>


complex judgments by management, often employing the use of estimates about
the effects of matters that are inherently uncertain. Estimation methodologies
are applied consistently from year to year. There have been no significant
changes in the application of the critical accounting policies since September
30, 2003. These critical accounting policies have been reviewed with the Audit
Committee of the Board of Directors.

Use of Non-GAAP Financial Measures

When discussing BD's financial performance, we at times will present certain
non-GAAP financial measures, as follows:

o    BD presents its revenue growth rates at constant foreign exchange rates.
     Management believes 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    BD presents its earnings per share and other financial measures after
     excluding the impact of significant charges and the impact of unusual or
     non-recurring items. Management believes that excluding such impact from
     earnings per share and other 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 our performance for the reasons expressed above. 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.


                                       19




<Page>


BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Three Months Ended March 31,
(Unaudited; Amounts in thousands)

<TABLE>
<CAPTION>
                                       U.S. Revenues
                              ------------------------------
                                2004       2003     % Change
                              --------   --------   --------
<S>                           <C>        <C>          <C>
BD MEDICAL
   Medical Surgical Systems   $196,418   $180,731      8.7
   Diabetes Care                88,730     83,658      6.1
   Pharmaceutical Systems       30,276     22,795     32.8
   Ophthalmic Systems            5,263      5,610     (6.2)
                              --------   --------     ----
TOTAL                         $320,687   $292,794      9.5
                              --------   --------     ----

BD DIAGNOSTICS
   Preanalytical Systems      $109,464   $102,958      6.3
   Diagnostic Systems          101,955    103,248     (1.3)
                              --------   --------     ----
TOTAL                         $211,419   $206,206      2.5
                              --------   --------     ----

BD BIOSCIENCES
   Discovery Labware          $ 24,465   $ 23,226      5.3
   Immunocytometry Systems      36,129     29,141     24.0
   Clontech                      8,234      8,399     (2.0)
   Pharmingen                   18,489     17,779      4.0
                              --------   --------     ----
TOTAL                         $ 87,317   $ 78,545     11.2
                              --------   --------     ----

TOTAL UNITED STATES           $619,423   $577,545      7.3
                              --------   --------     ----
</TABLE>


                                       20




<Page>


BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Three Months Ended March 31, (continued)
(Unaudited; Amounts in thousands)

<TABLE>
<CAPTION>
                                               International Revenues
                              -------------------------------------------------------
                                                                % Change
                                                    ---------------------------------
                                2004       2003     Reported   FX Neutral   FX Impact
                              --------   --------   --------   ----------   ---------
<S>                           <C>        <C>          <C>         <C>          <C>
BD MEDICAL
   Medical Surgical Systems   $187,062   $160,667     16.4         4.6         11.8
   Diabetes Care                61,338     50,174     22.3         7.5         14.8
   Pharmaceutical Systems      105,100     91,011     15.5         0.1         15.4
   Ophthalmic Systems            8,454      7,173     17.9         4.0         13.9
                              --------   --------     ----        ----         ----
TOTAL                         $361,954   $309,025     17.1         3.7         13.4
                              --------   --------     ----        ----         ----

BD DIAGNOSTICS
   Preanalytical Systems      $ 86,479   $ 73,099     18.3         4.1         14.2
   Diagnostic Systems           84,977     77,495      9.7        (1.5)        11.2
                              --------   --------     ----        ----         ----
TOTAL                         $171,456   $150,594     13.9         1.2         12.7
                              --------   --------     ----        ----         ----

BD BIOSCIENCES
   Discovery Labware          $ 24,088   $ 20,160     19.5         6.3         13.2
   Immunocytometry Systems      67,434     54,339     24.1        10.5         13.6
   Clontech                      8,553      8,889     (3.8)      (14.3)        10.5
   Pharmingen                   17,615     13,489     30.6        14.7         15.9
                              --------   --------     ----        ----         ----
TOTAL                         $117,690   $ 96,877     21.5         7.9         13.6
                              --------   --------     ----        ----         ----

TOTAL INTERNATIONAL           $651,100   $556,496     17.0         3.8         13.2
                              --------   --------     ----        ----         ----
</TABLE>


                                       21




<Page>


BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Three Months Ended March 31, (continued)
(Unaudited; Amounts in thousands)

<TABLE>
<CAPTION>
                                                     Total Revenues
                              -----------------------------------------------------------
                                                                    % Change
                                                        ---------------------------------
                                 2004         2003      Reported   FX Neutral   FX Impact
                              ----------   ----------   --------   ----------   ---------
<S>                           <C>          <C>            <C>         <C>         <C>
BD MEDICAL
   Medical Surgical Systems   $  383,480   $  341,398     12.3         6.7         5.6
   Diabetes Care                 150,068      133,832     12.1         6.6         5.5
   Pharmaceutical Systems        135,376      113,806     19.0         6.6        12.4
   Ophthalmic Systems             13,717       12,783      7.3        (0.5)        7.8
                              ----------   ----------     ----        ----        ----
TOTAL                         $  682,641   $  601,819     13.4         6.5         6.9
                              ----------   ----------     ----        ----        ----

BD DIAGNOSTICS
   Preanalytical Systems      $  195,943   $  176,057     11.3         5.4         5.9
   Diagnostic Systems            186,932      180,743      3.4        (1.4)        4.8
                              ----------   ----------     ----        ----        ----
TOTAL                         $  382,875   $  356,800      7.3         2.0         5.3
                              ----------   ----------     ----        ----        ----

BD BIOSCIENCES
   Discovery Labware          $   48,553   $   43,386     11.9         5.8         6.1
   Immunocytometry Systems       103,563       83,480     24.1        15.2         8.9
   Clontech                       16,787       17,288     (2.9)       (8.3)        5.4
   Pharmingen                     36,104       31,268     15.5         8.6         6.9
                              ----------   ----------     ----        ----        ----
TOTAL                         $  205,007   $  175,422     16.9         9.4         7.5
                              ----------   ----------     ----        ----        ----

TOTAL REVENUES                $1,270,523   $1,134,041     12.0         5.5         6.5
                              ----------   ----------     ----        ----        ----
</TABLE>


                                       22




<Page>


BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Six Months Ended March 31,
(Unaudited; Amounts in thousands)

<TABLE>
<CAPTION>
                                         U.S. Revenues
                              ----------------------------------
                                 2004         2003      % Change
                              ----------   ----------   --------
<S>                           <C>          <C>            <C>
BD MEDICAL
   Medical Surgical Systems   $  394,937   $  373,482      5.7
   Diabetes Care                 163,579      159,154      2.8
   Pharmaceutical Systems         54,631       44,322     23.3
   Ophthalmic Systems             11,288       12,262     (7.9)
                              ----------   ----------     ----
TOTAL                         $  624,435   $  589,220      6.0
                              ----------   ----------     ----

BD DIAGNOSTICS
   Preanalytical Systems      $  216,091   $  203,981      5.9
   Diagnostic Systems            208,245      193,757      7.5
                              ----------   ----------     ----
TOTAL                         $  424,336   $  397,738      6.7
                              ----------   ----------     ----

BD BIOSCIENCES
   Discovery Labware          $   47,880   $   46,346      3.3
   Immunocytometry Systems        64,897       52,340     24.0
   Clontech                       15,087       16,262     (7.2)
   Pharmingen                     34,482       32,934      4.7
                              ----------   ----------     ----
TOTAL                         $  162,346   $  147,882      9.8
                              ----------   ----------     ----

TOTAL UNITED STATES           $1,211,117   $1,134,840      6.7
                              ----------   ----------     ----
</TABLE>


                                       23




<Page>


BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Six Months Ended March 31, (continued)
(Unaudited; Amounts in thousands)

<TABLE>
<CAPTION>
                                                 International Revenues
                              -----------------------------------------------------------
                                                                    % Change
                                                        ---------------------------------
                                 2004         2003      Reported   FX Neutral   FX Impact
                              ----------   ----------   --------   ----------   ---------
<S>                           <C>          <C>            <C>        <C>           <C>
BD MEDICAL
   Medical Surgical Systems   $  363,386   $  313,435     15.9         4.0         11.9
   Diabetes Care                 119,515       94,223     26.8        11.2         15.6
   Pharmaceutical Systems        185,944      162,729     14.3        (1.4)        15.7
   Ophthalmic Systems             16,229       13,849     17.2         3.9         13.3
                              ----------   ----------     ----        ----         ----
TOTAL                         $  685,074   $  584,236     17.3         3.6         13.7
                              ----------   ----------     ----        ----         ----

BD DIAGNOSTICS
   Preanalytical Systems      $  164,832   $  139,279     18.3         4.3         14.0
   Diagnostic Systems            194,652      151,437     28.5        15.5         13.0
                              ----------   ----------     ----        ----         ----
TOTAL                         $  359,484   $  290,716     23.7        10.1         13.6
                              ----------   ----------     ----        ----         ----

BD BIOSCIENCES
   Discovery Labware          $   45,556   $   38,915     17.1         3.8         13.3
   Immunocytometry Systems       120,810       95,192     26.9        13.3         13.6
   Clontech                       16,053       16,781     (4.3)      (14.7)        10.4
   Pharmingen                     31,960       25,009     27.8        11.8         16.0
                              ----------   ----------     ----        ----         ----
TOTAL                         $  214,379   $  175,897     21.9         8.3         13.6
                              ----------   ----------     ----        ----         ----

TOTAL INTERNATIONAL           $1,258,937   $1,050,849     19.8         6.2         13.6
                              ----------   ----------     ----        ----         ----
</TABLE>


                                       24




<Page>


BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Six Months Ended March 31, (continued)
(Unaudited; Amounts in thousands)

<TABLE>
<CAPTION>
                                                     Total Revenues
                              -----------------------------------------------------------
                                                                    % Change
                                                        ---------------------------------
                                 2004         2003      Reported   FX Neutral   FX Impact
                              ----------   ----------   --------   ----------   ---------
<S>                           <C>          <C>            <C>        <C>           <C>
BD MEDICAL
   Medical Surgical Systems   $  758,323   $  686,917     10.4         4.9          5.5
   Diabetes Care                 283,094      253,377     11.7         5.9          5.8
   Pharmaceutical Systems        240,575      207,051     16.2         3.8         12.4
   Ophthalmic Systems             27,517       26,111      5.4        (1.6)         7.0
                              ----------   ----------     ----       -----         ----
TOTAL                         $1,309,509   $1,173,456     11.6         4.8          6.8
                              ----------   ----------     ----       -----         ----

BD DIAGNOSTICS
   Preanalytical Systems      $  380,923   $  343,260     11.0         5.3          5.7
   Diagnostic Systems            402,897      345,194     16.7        11.0          5.7
                              ----------   ----------     ----       -----         ----
TOTAL                         $  783,820   $  688,454     13.9         8.1          5.8
                              ----------   ----------     ----       -----         ----

BD BIOSCIENCES
   Discovery Labware          $   93,436   $   85,261      9.6         3.6          6.0
   Immunocytometry Systems       185,707      147,532     25.9        17.1          8.8
   Clontech                       31,140       33,043     (5.8)      (11.0)         5.2
   Pharmingen                     66,442       57,943     14.7         7.8          6.9
                              ----------   ----------     ----       -----         ----
TOTAL                         $  376,725   $  323,779     16.4         9.0          7.4
                              ----------   ----------     ----       -----         ----

TOTAL REVENUES                $2,470,054   $2,185,689     13.0         6.5          6.5
                              ----------   ----------     ----       -----         ----
</TABLE>

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 Becton, Dickinson
and Company ("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


                                       25




<Page>


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 industry practices and
     regulations resulting in increased 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    Difficulties inherent in product development, including the potential
     inability to successfully


                                       26




<Page>


     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.

o    Significant pending and potential litigation or other proceedings 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 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.

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 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.


                                       27




<Page>


Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in information reported since the fiscal
year ended September 30, 2003.

Item 4. 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 March 31, 2004.
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 March 31, 2004 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 II - OTHER INFORMATION

Item 1. Legal Proceedings

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

     A more complete description of legal proceedings has been set forth in our
     2003 Annual Report on Form 10-K (the "10-K") and our Form 10-Q for the
     quarter ended December 31, 2003. During the quarter ended March 31, 2004
     and subsequent thereto, the following changes have occurred.

     Litigation - Other than Environmental

     RTI Litigation

     In the action entitled Retractable Technologies, Inc. vs. Becton Dickinson
     and Company, et al. (Civil Action No. 501 CV 036, United States District
     Court, Eastern District of Texas), the Court, by an order dated January 23,
     2004, reset the trial date in this action from February 3, 2004 to July 6,
     2004. We continue to vigorously defend this matter.

     Cardozo

     In the action entitled Danielle Cardozo, by her litigation guardian,
     Darlene Cardozo v. Becton Dickinson and Company (Civil Action No. 583059,
     Supreme Court of British Columbia), plantiff filed an amended Statement of
     Claim on January 7, 2004


                                       28




<Page>


     adding to the class all persons who had sexual contact with those persons
     who were tested by the BD ProbeTec'TM' ET instrument in use in British
     Columbia between November 1, 2000 and May 24, 2002. We continue to
     vigorously defend this matter.

     Summary

     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 the
     uncertainty 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, the Company establishes 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.


                                       29




<Page>


     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 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.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
     Securities.

The table below sets forth certain information regarding our purchases of common
stock of BD during the fiscal quarter ended March 31, 2004.

                     Issuer Repurchases of Equity Securities

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                 Total Number of
                                                                 Shares Purchased
                                                                    as Part of        Maximum Number of
                              Total Number of                        Publicly        Shares that may yet
For the three months ended   Shares Purchased   Average Price    Announced Plans     be Purchased Under
March 31, 2004                      (1)         Paid per Share   or Programs (2)    the Plans or Programs
- ---------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>              <C>                  <C>
January 1 - 31, 2004               24,506           $41.99                  --            11,741,000
- ---------------------------------------------------------------------------------------------------------
February 1 - 29, 2004           1,400,453           $47.99           1,400,000            10,341,000
- ---------------------------------------------------------------------------------------------------------
March 1 - 31, 2004                660,482           $49.34             660,000             9,681,000
- ---------------------------------------------------------------------------------------------------------
Total                           2,085,441           $48.34           2,060,000             9,681,000
- ---------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Includes 25,441 shares purchased during the second quarter in open
          market transactions by the trustee under the Deferred Compensation
          Plan and the 1996 Directors' Deferral Plan.

     (2)  These repurchases were made pursuant to a repurchase program for 10
          million shares announced on January 28, 2003 (the "2003 Program") and
          a repurchase program for 10 million shares announced on January 27,
          2004 (the "2004 Program"). BD completed its share repurchases under
          the 2003 program in March 2004. There is no expiration date for the
          2004 Program.


                                       30




<Page>


Item 3. Defaults Upon Senior Securities.

     Not applicable.

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

     Our Annual Meeting of Shareholders was held on February 11, 2004, at which
     the following matters were voted upon:

          i.) A management proposal for the election of four directors for the
          terms indicated below was voted upon as follows:

<TABLE>
<CAPTION>
                                  Votes
                                 -------
                                                           Votes
          Nominee                 Term         For        Withheld
          -------                -------   -----------   ----------
<S>                              <C>       <C>           <C>
          Henry P. Becton, Jr.   3 Years   188,899,723   27,520,833
          Edward F. DeGraan      3 Years   192,439,564   23,980,992
          James F. Orr           3 Years   205,784,112   10,636,444
          Margaretha af Ugglas   3 Years   210,906,540    5,514,016
</TABLE>

          The directors whose term of office as a director continued after the
          meeting are: Harry N. Beaty, Edward J. Ludwig, Frank A. Olson, Willard
          J. Overlock, Jr., James E. Perrella, Bertram L. Scott and Alfred
          Sommer.

          ii.) A management proposal to ratify the selection of Ernst & Young,
          LLP as independent auditors for the fiscal year ending September 30,
          2004 was voted upon. 210,424,481 shares were voted for the proposal,
          4,780,579 shares were voted against, and 1,215,495 shares abstained.

          iii.) A management proposal to approve the 2004 Employee and Director
          Equity-Based Compensation Plan was voted upon. 149,740,395 shares were
          voted for the proposal, 41,480,018 shares were voted against, and
          1,743,985 shares abstained.

          iv.) A shareholder proposal requesting the Board of Directors take the
          necessary steps to provide for cumulative voting in the election of
          directors was voted upon. 67,196,260 shares were voted for the
          proposal, 108,537,306 shares were voted against, 17,230,833 shares
          abstained, and there were 23,456,156 broker non-votes.

Item 5. Other Information.

        Not applicable.


                                       31




<Page>


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

     a)   Exhibits

          Exhibit 10   2004 Employee and Director Equity-Based Compensation
                       Plan, as amended and restated as of March 23, 2004.

          Exhibit 31   Certifications of Chief Executive Officer and Chief
                       Financial Officer, pursuant to SEC Rule 13a - 14(a).

          Exhibit 32   Certifications of Chief Executive Officer and Chief
                       Financial Officer, pursuant to Rule 13a - 14(b) and
                       Section 1350 of Chapter 63 of Title 18 of the U.S. Code.

     b)   Reports on Form 8-K

          During the three-month period ended March 31, 2004, we filed the
          following Current Reports on Form 8-K:

          (1)  In a report dated January 26, 2004, we announced recent
               developments in the matter of Rectractable Technologies, Inc. vs.
               Becton Dickinson and Company, et al.

          (2)  In a report dated January 27, 2004, we announced the declaration
               of our quarterly dividend and Board authorization of additional
               share repurchases.

          (3)  In a report dated March 29, 2004, we announced the election of
               Basil L. Anderson to our Board of Directors.

          In addition, during the three-month period ended March 31, 2004, we
          furnished the following information pursuant to a Current Report on
          Form 8-K:

          (1)  In a report dated January 29, 2004, we announced our results for
               the first quarter ended December 31, 2003.

          (2)  In a report dated January 30, 2004, we furnished information
               regarding a voluntary product recall.

          (3)  In a report dated February 17, 2004, we furnished information
               regarding a change in beneficial ownership by an executive
               officer.

          (4)  In a report dated February 19, 2004, we furnished information
               regarding a change in beneficial ownership by an executive
               officer.

          (5)  In a report dated February 25, 2004, we furnished information
               regarding a stock option exercise by an executive officer.


                                       32




<Page>


                                   SIGNATURES

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

                                        Becton, Dickinson and Company
                                                (Registrant)

Dated: May 14, 2004


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


                                            /s/ William A. Tozzi
                                      ---------------------------------
                                              William A. Tozzi
                                        Vice President and Controller
                                         (Chief Accounting Officer)


                                       33




<Page>


                                INDEX TO EXHIBITS

Exhibit Number   Description of Exhibits
- --------------   -----------------------

      10         2004 Employee and Director Equity-Based Compensation Plan, as
                 amended and restated as of March 23, 2004.

      31         Certifications of Chief Executive Officer and Chief Financial
                 Officer, pursuant to SEC Rule 13a - 14(a).

      32         Certifications of Chief Executive Officer and Chief Financial
                 Officer, pursuant to Rule 13a - 14(b) and Section 1350 of
                 Chapter 63 of Title 18 of the U.S. Code.


                                       34


                            STATEMENT OF DIFFERENCES


The trademark symbol shall be expressed as............................... 'TM'

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10.txt
<DESCRIPTION>EXHIBIT 10
<TEXT>

<Page>


                                                                      Exhibit 10

                          BECTON, DICKINSON AND COMPANY
                     2004 EMPLOYEE AND DIRECTOR EQUITY-BASED
                                COMPENSATION PLAN

                  As Amended and Restated as of March 23, 2004

     Section 1. Purpose.

     The purpose of the Becton, Dickinson and Company 2004 Employee and Director
Equity-Based Compensation Plan is to provide an incentive to employees of the
Company and its subsidiaries to achieve long-range goals, to aid in attracting
and retaining employees and directors of outstanding ability and to closely
align their interests with those of shareholders.

     Section 2. Definition.

     As used in the Plan, the following terms shall have the meanings set forth
below:

     (a) "Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in either case as determined by the Committee.

     (b) "Award" shall mean any Option, award of Restricted Stock, Restricted
Stock Unit, Performance Unit or Other Stock-Based Award granted under the Plan.

     (c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan, which may,
but need not, be executed or acknowledged by a Participant.

     (d) "Board" shall mean the board of directors of the Company.

     (e) "Cause" shall mean (i) the willful and continued failure of a
Participant to perform substantially the Participant's duties with the Company
or any Affiliate (other than any such failure resulting from incapacity due to
physical or mental illness), or (ii) the willful engaging by the Participant in
illegal conduct or gross misconduct that is materially and demonstrably
injurious to the Company. No act, or failure to act, on the part of the
Participant shall be considered "willful" unless it is done, or omitted to be
done, by the Participant in bad faith or without the reasonable belief that the
Participant's action or omission was in the best interest of the Company.

     (f) "Change in Control" means:

          (i) the acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     25% or more of either (A) the then-outstanding shares of common stock of
     the Company (the "Outstanding Company Common Stock") or (B) the combined
     voting power of the then-outstanding voting securities of the Company
     entitled to vote generally in the election of directors (the "Outstanding
     Company Voting Securities"); provided, however, that, for purposes of this
     Section 2(f), the following acquisitions shall not constitute a Change in
     Control: (i) any acquisition directly from the Company; (ii) any
     acquisition by the Company, or (iii) any acquisition by any employee
     benefit plan (or related trust) sponsored or maintained by the Company or
     any affiliated


                                      -1-




<Page>


     company, (iv) any acquisition by any corporation pursuant to a transaction
     that complies with Section 2(f)(iii)(A), Section 2(f)(iii)(B) and Section
     2(f)(iii)(C), or (v) any acquisition that the Board determines, in good
     faith, was inadvertent, if the acquiring Person divests as promptly as
     practicable a sufficient amount of the Outstanding Company Common Stock
     and/or the Outstanding Company Voting Securities, as applicable, to reverse
     such acquisition of 25% or more thereof.

          (ii) individuals who, as of the day after the effective time of this
     Plan, constitute the Board (the "Incumbent Board") cease for any reason to
     constitute at least a majority of the Board; provided, however, that any
     individual becoming a director subsequent to such time whose election, or
     nomination for election as a director by the Company's shareholders, was
     approved by a vote of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board, but excluding, for this purpose, any such
     individual whose initial assumption of office occurs as a result of an
     actual or threatened election contest with respect to the election or
     removal of directors or other actual or threatened solicitation of proxies
     or consent by or on behalf of a Person other than the Board.

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

     (g) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     (h) "Committee" shall mean the Compensation and Benefits Committee of the
Board or such other committee as may be designated by the Board.

     (i) "Company" shall mean Becton, Dickinson and Company.


                                      -2-




<Page>


     (j) "Earnings Per Share" shall mean earnings per share calculated in
accordance with U.S. Generally Accepted Accounting Principles.

     (k) "Executive Group" shall mean every person who is expected by the
Committee to be both (i) a "covered employee" as defined in Section 162(m) of
the Code as of the end of the taxable year in which payment of the Award may be
deducted by the Company, and (ii) the recipient of compensation of more than
$1,000,000 for that taxable year.

     (l) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities) the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.

     (m) "Incentive Stock Option" shall mean an option representing the right to
purchase Shares from the Company, granted under and in accordance with the terms
of Section 6, that meets the requirements of Section 422 of the Code, or any
successor provision thereto.

     (n) "Market Share" shall mean the percent of sales of the total available
market in an industry, product line or product attained by the Company or one of
its business units during a time period.

     (o) "Net Income" shall mean net income calculated in accordance with U.S.
Generally Accepted Accounting Principles.

     (p) "Net Revenue Per Employee" in a period shall mean net revenue divided
by the average number of employees of the Company, with average defined as the
sum of the number of employees at the beginning and ending of the period divided
by two.

     (q) "Non-Qualified Stock Option" shall mean an option representing the
right to purchase Shares from the Company, granted under and in accordance with
the terms of Section 6, that is not an Incentive Stock Option.

     (r) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

     (s) "Other Stock-Based Award" shall mean any right granted under Section 9.

     (t) "Participant" shall mean an individual granted an Award under the Plan.

     (u) "Performance Unit" shall mean any right granted under Section 8.

     (v) "Restricted Stock" shall mean any Share granted under Section 7.

     (w) "Restricted Stock Unit" shall mean a contractual right granted under
Section 7 that is denominated in Shares. Each Unit represents a right to receive
the value of one Share (or a percentage of such value, which percentage may be
higher than 100%) upon the terms and conditions set forth in the Plan and the
applicable Award Agreement. Awards of Restricted Stock Units may include,
without limitation, the right to receive dividend equivalents.

     (x) "Return On Common Equity" for a period shall mean net income less
preferred stock dividends divided by total shareholders' equity, less amounts,
if any, attributable to preferred stock.

     (y) "Return on Invested Capital" for a period shall mean earnings before
interest, taxes, depreciation and amortization divided by the difference of
total assets less non-interest bearing current liabilities.


                                      -3-




<Page>


     (z) "Return On Net Assets" for a period shall mean net income less
preferred stock dividends divided by the difference of average total assets less
average non-debt liabilities, with average defined as the sum of assets or
liabilities at the beginning and ending of the period divided by two.

     (aa) "Revenue Growth" shall mean the percentage change in revenue (as
defined in Statement of Financial Accounting Concepts No. 6, published by the
Financial Accounting Standards Board) from one period to another.

     (bb) "Plan" shall mean this Becton, Dickinson and Company 2004 Employee and
Director Equity-Based Compensation Plan.

     (cc) "Shares" shall mean shares of the common stock of the Company, $1.00
par value.

     (dd) "Substitute Awards" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

     (ee) "Total Shareholder Return" shall mean the sum of the appreciation in
the Company's stock price and dividends paid on the common stock of the Company
over a given period of time.

     Section 3. Eligibility.

     (a) Any individual who is employed by (including any officer), or who
serves as a member of the board of directors of, the Company or any Affiliate
shall be eligible to be selected to receive an Award under the Plan.

     (b) An individual who has agreed to accept employment by the Company or an
Affiliate shall be deemed to be eligible for Awards hereunder as of the date of
such agreement.

     (c) Holders of options and other types of Awards granted by a company
acquired by the Company or with which the Company combines are eligible for
grant of Substitute Awards hereunder.

     Section 4. Administration.

     (a) The Plan shall be administered by the Committee. The Committee shall be
appointed by the Board and shall consist of not less than three directors, each
of whom shall be independent, within the meaning of and to the extent required
by applicable rulings and interpretations of the New York Stock Exchange and the
Securities and Exchange Commission, and each of whom shall be a "Non-Employee
Director", as defined from time to time for purposes of Section 16 of the
Securities Exchange Act of 1934 and the rules promulgated thereunder. The Board
may designate one or more directors as alternate members of the Committee who
may replace any absent or disqualified member at any meeting of the Committee.
The Committee may issue rules and regulations for administration of the Plan. It
shall meet at such times and places as it may determine. A majority of the
members of the Committee shall constitute a quorum.

     (b) Subject to the terms of the Plan and applicable law, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards (including Substitute Awards) to be
granted to each Participant under the Plan; (iii) determine the number of Shares
to be covered by (or with respect to which payments, rights, or other matters
are to be


                                      -4-




<Page>


calculated in connection with) Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled, forfeited or
suspended, and the method or methods by which Awards may be settled, exercised,
canceled, forfeited or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (viii) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; (ix) determine
whether and to what extent Awards should comply or continue to comply with any
requirement of statute or regulation; and (x) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan.

     (c) All decisions of the Committee shall be final, conclusive and binding
upon all parties, including the Company, the stockholders and the Participants.

     Section 5. Shares Available For Awards.

     (a) Subject to adjustment as provided below, the number of Shares available
for issuance under the Plan shall be 9,000,000 shares. Notwithstanding the
foregoing and subject to adjustment as provided in Section 5(e), (i) no
Participant may receive Options and stock appreciation rights under the Plan in
any calendar year that relate to more than 250,000 Shares, and (ii) the maximum
number of Shares with respect to which unrestricted Awards (either as to
vesting, performance or otherwise) may be made to employees under the Plan is
450,000 Shares.

     (b) If, after the effective date of the Plan, any Shares covered by an
Award other than a Substitute Award, or to which such an Award relates, are
forfeited, or if such an Award otherwise terminates without the delivery of
Shares or of other consideration, then the Shares covered by such Award, or to
which such Award relates, to the extent of any such forfeiture or termination,
shall again be, or shall become, available for issuance under the Plan.

     (c) In the event that any Option or other Award granted hereunder (other
than a Substitute Award) is exercised through the delivery of Shares, or in the
event that withholding tax liabilities arising from such Option or Award are
satisfied by the withholding of Shares by the Company, the number of Shares
available for Awards under the Plan shall be increased by the number of Shares
so surrendered or withheld.

     (d) Any Shares delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or of treasury Shares.

     (e) In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or


                                      -5-




<Page>


property) which thereafter may be made the subject of Awards, including the
aggregate and individual limits specified in Section 5(a), (ii) the number and
type of Shares (or other securities or property) subject to outstanding Awards,
and (iii) the grant, purchase, or exercise price with respect to any Award or,
if deemed appropriate, make provision for a cash payment to the holder of an
outstanding Award; provided, however, that the number of Shares subject to any
Award denominated in Shares shall always be a whole number.

     (f) Shares underlying Substitute Awards shall not reduce the number of
Shares remaining available for issuance under the Plan.

     Section 6. Options.

     The Committee is hereby authorized to grant Options to Participants with
the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as
the Committee shall determine:

     (a) The purchase price per Share under an Option shall be determined by the
Committee; provided, however, that, except in the case of Substitute Awards,
such purchase price shall not be less than the Fair Market Value of a Share on
the date of grant of such Option.

     (b) The term of each Option shall be fixed by the Committee but shall not
exceed 10 years from the date of grant thereof.

     (c) The Committee shall determine the time or times at which an Option may
be exercised in whole or in part, and the method or methods by which, and the
form or forms, including, without limitation, cash, Shares, other Awards, or
other property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price, in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.

     (d) The terms of any Incentive Stock Option granted under the Plan shall
comply in all respects with the provisions of Section 422 of the Code, or any
successor provision thereto, and any regulations promulgated thereunder.

     (e) Section 10 sets forth certain additional provisions that shall apply to
Options.

     Section 7. Restricted Stock And Restricted Stock Units.

     (a) The Committee is hereby authorized to grant Awards of Restricted Stock
and Restricted Stock Units to Participants.

     (b) Shares of Restricted Stock and Restricted Stock Units shall be subject
to such restrictions as the Committee may impose (including, without limitation,
any limitation on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right or property), which restrictions may lapse
separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate; provided, that if the vesting
conditions applicable to an Award of Restricted Stock or Restricted Stock Units
to an employee of the Company relate exclusively to the passage of time and
continued employment, such time period shall consist of not less than thirty-six
(36) months.

       (c) Any share of Restricted Stock granted under the Plan may be evidenced
in such manner as the Committee may deem appropriate including, without
limitation, book-entry registration or issuance of a stock certificate or
certificates. In the event any stock certificate is issued in respect of shares
of Restricted Stock granted under the Plan, such certificate shall be registered
in the


                                      -6-




<Page>


name of the Participant and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock.

     (d) Except as otherwise provided by the Committee at the time the Award is
granted or in any amendment thereto, upon a Participant's (i) retirement, death,
disability or involuntary termination without Cause, any and all remaining
restrictions with respect to Shares of Restricted Stock or Restricted Stock
Units granted to the Participant shall lapse, and (ii) voluntary termination or
involuntary termination with Cause, all Shares of Restricted Stock or Restricted
Stock Units held by the Participant shall be forfeited as of the date of
termination.

     (e) The Committee may in its discretion, when it finds that a waiver would
be in the best interests of the Company, waive in whole or in part any or all
restrictions with respect to Shares of Restricted Stock or Restricted Stock
Units; provided, that the Committee's authority under this Section 7(d) is
limited in the case of Awards subject to Section 11(f) as set forth in Section
11(f).

     Section 8. Performance Units.

     (a) The Committee is hereby authorized to grant Performance Units to
Participants.

     (b) Subject to the terms of the Plan, a Performance Unit granted under the
Plan (i) may be denominated or payable in cash, Shares (including, without
limitation, Restricted Stock), other securities, other Awards, or other property
and (ii) shall confer on the holder thereof rights valued as determined by the
Committee and payable to, or exercisable by, the holder of the Performance Unit,
in whole or in part, upon the achievement of such performance goals during such
performance periods as the Committee shall establish. Subject to the terms of
the Plan, the performance goals to be achieved during any performance period,
the length of any performance period, the amount of any Performance Unit granted
and the amount of any payment or transfer to be made pursuant to any Performance
Unit shall be determined by the Committee; provided, that the performance period
relating to any Award of Performance Units shall be at least twelve (12) months.

     (c) Notwithstanding anything contained herein to the contrary, (i) in the
event of a Participant's retirement prior to the expiration of any performance
period applicable to a Performance Unit granted to the Participant, the
Participant shall be entitled to receive following the expiration of such
performance period, a pro-rata portion of any amounts otherwise payable with
respect to, or a pro-rata right to exercise, the Performance Unit, (ii) in the
event of a Participant's death, disability or involuntary termination without
Cause prior to the expiration of any performance period applicable to a
Performance Unit granted to the Participant, the Participant shall receive upon
such termination a partial payment with respect to, or a partial right to
exercise, such Performance Unit, as determined by the Committee in its
discretion, and (iii) upon a Participant's voluntary termination or involuntary
termination with Cause, all Performance Units held by the Participant shall be
canceled as of the date of termination.

     Section 9. Other Stock-Based Awards.

     The Committee is hereby authorized to grant to Participants such other
Awards (including, without limitation, stock appreciation rights and rights to
dividends and dividend equivalents) that are denominated or payable in, valued
in whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares) as are
deemed by the Committee to be consistent with the purposes of the Plan. Subject
to the terms of the Plan, the Committee shall determine the terms and conditions
of such Awards. Shares or


                                      -7-




<Page>


other securities delivered pursuant to a purchase right granted under this
Section 9 shall be purchased for such consideration, which may be paid by such
method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards, or other property, or any
combination thereof, as the Committee shall determine, the value of which
consideration, as established by the Committee, shall, except in the case of
Substitute Awards, not be less than the Fair Market Value of such Shares or
other securities as of the date such purchase right is granted. Additional terms
applicable to certain Other Stock-Based Awards are set forth in Section 10.

Section 10. Effect Of Termination On Certain Awards.

     Except as otherwise provided by the Committee at the time an Option or
stock appreciation right is granted or in any amendment thereto, if a
Participant ceases to be employed by, or serve as a non-employee director of,
the Company or any Affiliate, then:

     (a) if termination is for Cause, all Options and stock appreciation rights
held by the Participant shall be canceled as of the date of termination;

     (b) if termination is voluntary or involuntary without Cause, the
Participant may exercise each Option or stock appreciation right held by the
Participant within three months after such termination (but not after the
expiration date of such Award) to the extent such Award was exercisable pursuant
to its terms at the date of termination; provided, however, if the Participant
should die within three months after such termination, each Option or stock
appreciation right held by the Participant may be exercised by the Participant's
estate, or by any person who acquires the right to exercise by reason of the
Participant's death, at any time within a period of one year after death (but
not after the expiration date of the Award) to the extent such Award was
exercisable pursuant to its terms at the date of termination;

     (c) if termination is (i) by reason of retirement at a time when the
Participant is entitled to the current receipt of benefits under any retirement
plan maintained by the Company or any Affiliate (or alternatively, in the case
of a non-employee director, at a time when the Participant has served for five
full years or more and has attained the age of sixty), or (ii) by reason of
disability, each Option or stock appreciation right held by the Participant
shall, at the date of retirement or disability, become exercisable to the extent
of the total number of shares subject to the Option or stock appreciation right,
irrespective of the extent to which such Award would otherwise have been
exercisable pursuant to the terms of the Award at the date of retirement or
disability, and shall otherwise remain in full force and effect in accordance
with its terms;

     (d) if termination is by reason of the death of the Participant, each
Option or stock appreciation right held by the Participant may be exercised by
the Participant's estate, or by any person who acquires the right to exercise
such Award by reason of the Participant's death, to the extent of the total
number of shares subject to the Award, irrespective of the extent to which such
Award would have otherwise been exercisable pursuant to the terms of the Award
at the date of death, and such Award shall otherwise remain in full force and
effect in accordance with its terms.

     Section 11. General Provisions Applicable To Awards.

     (a) Awards shall be granted for no cash consideration or for such minimal
cash consideration as may be required by applicable law.


                                      -8-




<Page>


     (b) Awards may, in the discretion of the Committee, be granted either alone
or in addition to or in tandem with any other Award. Awards granted in addition
to or in tandem with other Awards may be granted either at the same time as or
at a different time from the grant of such other Awards or awards.

     (c) Subject to the terms of the Plan, payments or transfers to be made by
the Company upon the grant, exercise or payment of an Award may be made in such
form or forms as the Committee shall determine including, without limitation,
cash, Shares, other securities, other Awards, or other property, or any
combination thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with rules and
procedures established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
dividend equivalents in respect of installment or deferred payments.
Notwithstanding the foregoing, in no event shall the Company extend any loan to
any Participant in connection with the exercise of an Award; provided, however,
that nothing contained herein shall prohibit the Company from maintaining or
establishing any broker-assisted cashless exercise program.

     (d) Unless the Committee shall otherwise determine, no Award and no right
under any Award shall be assignable, alienable, saleable or transferable by a
Participant otherwise than by will or by the laws of descent and distribution.
Each Award, and each right under any Award, shall be exercisable during the
Participant's lifetime only by the Participant or, if permissible under
applicable law, by the Participant's guardian or legal representative. The
provisions of this paragraph shall not apply to any Award which has been fully
exercised, earned or paid, as the case may be, and shall not preclude forfeiture
of an Award in accordance with the terms thereof.

     (e) All certificates for Shares or other securities delivered under the
Plan pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Shares or other
securities are then listed, and any applicable Federal or state securities laws,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

     (f) Every Award (other than an option or stock appreciation right) to a
member of the Executive Group shall, if the Committee intends that such Award
should constitute "qualified performance-based compensation" for purposes of
Section 162(m) of the Code, include a pre-established formula, such that
payment, retention or vesting of the Award is subject to the achievement during
a performance period or periods, as determined by the Committee, of a level or
levels, as determined by the Committee, of one or more of the following
performance measures: (i) Return on Net Assets, (ii) Revenue Growth, (iii)
Return on Common Equity, (iv) Total Shareholder Return, (v) Earnings Per Share,
(vi) Net Revenue Per Employee, (vii) Market Share, (viii) Return on Invested
Capital, or (ix) Net Income. For any Award subject to any such pre-established
formula, no more than 150,000 Shares can be paid in satisfaction of such Award
to any Participant, subject to adjustment as provided in Section 5(e).
Notwithstanding any provision of this Plan to the contrary, the Committee shall
not be authorized to increase the amount payable under any Award to which this
Section 11(f) applies upon attainment of such pre-established formula.


                                      -9-




<Page>


     (g) Unless specifically provided to the contrary in any Award Agreement,
upon a Change in Control, all Awards shall become fully vested and exercisable,
and any restrictions applicable to any Award shall automatically lapse.

     Section 12. Amendments And Termination.

     (a) Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan, the Board may amend,
alter, suspend, discontinue, or terminate the Plan or any portion thereof at any
time; provided, however, that no such amendment, alteration, suspension,
discontinuation or termination shall be made without (i) shareholder approval
(A) if the effect thereof is to increase the number of Shares available for
issuance under the Plan or to expand the class of persons eligible to
participate in the Plan or (B) if such approval is necessary to comply with any
tax or regulatory requirement for which or with which the Board deems it
necessary or desirable to qualify or comply or (ii) the consent of the affected
Participant, if such action would adversely affect the rights of such
Participant under any outstanding Award. Notwithstanding anything to the
contrary herein, the Committee may amend the Plan in such manner as may be
necessary to enable the Plan to achieve its stated purposes in any jurisdiction
outside the United States in a tax-efficient manner and in compliance with local
rules and regulations.

     (b) The Committee may waive any conditions or rights under, amend any terms
of, or amend, alter, suspend, discontinue or terminate, any Award theretofore
granted, prospectively or retroactively, without the consent of any relevant
Participant or holder or beneficiary of an Award, provided, however, that no
such action shall impair the rights of any affected Participant or holder or
beneficiary under any Award theretofore granted under the Plan; and provided
further that, except as provided in Section 5(e), no such action shall reduce
the exercise price, grant price or purchase price of any Award established at
the time of grant thereof and provided further, that the Committee's authority
under this Section 12(b) is limited in the case of Awards subject to Section
11(f), as set forth in Section 11(f).

     (c) Except as noted in Section 11(f), the Committee shall be authorized to
make adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of events (including, without limitation, the events
described in Section 5(e)) affecting the Company, or the financial statements of
the Company, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

     (d) Any provision of the Plan or any Award Agreement to the contrary
notwithstanding, in connection with a Business Combination, the Committee may
cause any Award granted hereunder to be canceled in consideration of a cash
payment or alternative Award made to the holder of such canceled Award equal in
value to the Fair Market Value of such canceled Award.

     (e) The Committee may correct any defect, supply any omission, or reconcile
any inconsistency in the Plan or any Award in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

     Section 13. Miscellaneous.

     (a) No employee, Participant or other person shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of
treatment of employees, Participants,


                                      -10-




<Page>


or holders or beneficiaries of Awards under the Plan. The terms and conditions
of Awards need not be the same with respect to each recipient.

     (b) The Committee may delegate to one or more officers or managers of the
Company, or a committee of such officers or managers, the authority, subject to
such terms and limitations as the Committee shall determine, to grant Awards to,
or to cancel, modify, waive rights with respect to, alter, discontinue, suspend
or terminate Awards held by, employees who are not officers or directors of the
Company for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended; provided, however, that any delegation to management shall conform with
the requirements of the corporate law of New Jersey and with the requirements,
if any, of the New York Stock Exchange, in either case as in effect from time to
time.

     (c) The Company shall be authorized to withhold from any Award granted or
any payment due or transfer made under any Award or under the Plan or from any
compensation or other amount owing to a Participant the amount (in cash, Shares,
other securities, other Awards, or other property) of withholding taxes due in
respect of an Award, its exercise, or any payment or transfer under such Award
or under the Plan and to take such other action (including, without limitation,
providing for elective payment of such amounts in cash, Shares, other
securities, other Awards or other property by the Participant) as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.

     (d) Nothing contained in the Plan shall prevent the Company from adopting
or continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.

     (e) The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ of the Company or any Affiliate. Further,
the Company or the applicable Affiliate may at any time dismiss a Participant
from employment, free from any liability, or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement or in any
other agreement binding the parties. The receipt of any Award under the Plan is
not intended to confer any rights on the receiving Participant except as set
forth in such Award.

     (f) If any provision of the Plan or any Award is or becomes or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction, or as to any person
or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.

     (g) Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

     (h) No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash, other securities
or other property shall be paid or transferred in lieu of any fractional Shares,
or whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.


                                      -11-




<Page>


     Section 14. Effective Date Of Plan.

     The Plan shall be effective as of the date of its approval by the
stockholders of the Company.

     Section 15. Term Of The Plan.

     No Award shall be granted under the Plan after the tenth anniversary of the
effective date. However, unless otherwise expressly provided in the Plan or in
an applicable Award Agreement, any Award theretofore granted may extend beyond
such date, and the authority of the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall
extend beyond such date.


                                      -12-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>ex31.txt
<DESCRIPTION>EXHIBIT 31
<TEXT>

<Page>


                                                                      Exhibit 31

                                 CERTIFICATIONS

I, Edward J. Ludwig, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q 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


                                        1




<Page>


          to adversely affect the registrant's ability to record, process,
          summarize and report financial information; 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: May 14, 2004


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


                                        2




<Page>


I, John R. Considine, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q 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


                                        3




<Page>


          to adversely affect the registrant's ability to record, process,
          summarize and report financial information; 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: May 14, 2004


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


                                        4





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>ex32.txt
<DESCRIPTION>EXHIBIT 32
<TEXT>

<Page>


                                                                      Exhibit 32

     The certification set forth below is being submitted in connection with the
Quarterly Report on Form 10-Q of Becton, Dickinson and Company for the quarter
ended March 31, 2004 (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.


May 14, 2004                                           /s/ Edward J. Ludwig
                                                   -----------------------------
                                                   Name: Edward J. Ludwig
                                                         Chief Executive Officer


                                        1




<Page>


     The certification set forth below is being submitted in connection with the
Quarterly Report on Form 10-Q of Becton, Dickinson and Company for the quarter
ended March 31, 2004 (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.


May 14, 2004                                           /s/ John R. Considine
                                                   -----------------------------
                                                   Name: John R. Considine
                                                         Chief Financial Officer


                                        2


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