8-K

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

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

                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): December 20, 2006


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

         New Jersey                     001-4802               22-0760120
(State or other jurisdiction           (Commission            (IRS Employer
     of incorporation)                 File Number)         Identification No.)

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

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


                                      N/A
         (Former name or former address, if changed since last report)

          Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))





Item 7.01  Regulation FD Disclosure.

On December 20, 2006, BD issued a press release announcing the completion of
its acquisition of TriPath Imaging, Inc. A copy of the press release is
furnished as Exhibit 99.1 hereto.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit 99.1. Press release dated December 20, 2006, which is furnished
pursuant to Item 7.01.


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                                  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 hereunto duly authorized.

                                       BECTON, DICKINSON AND COMPANY


                                       By: /s/ Dean J. Paranicas
                                          -------------------------------------
                                          Dean J. Paranicas
                                          Vice President, Corporate
                                          Secretary and Public Policy


Date: December 21, 2006


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                               INDEX TO EXHIBITS
                               -----------------

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

99.1        Press release dated December 20, 2006, which is furnished pursuant
            to Item 7.01.


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EX-99.1

1 Becton Drive
Franklin Lakes, NJ 07417
www.bd.com


NEWS RELEASE


Contact:
Colleen T. White, Corporate Communications -- 201-847-5369
Patricia A. Spinella, Investor Relations -- 201-847-5453


                   BD Completes Acquisition of TriPath Imaging
                  Expands Presence in Cancer Diagnostics Market

 FRANKLIN LAKES, NJ (DECEMBER 20, 2006) -- BD (Becton, Dickinson and Company)
 (NYSE:BDX) today announced the completion of its acquisition of TriPath Imaging
 (Nasdaq: TPTH), a maker of innovative solutions to improve the clinical
 management of cancer. The acquisition was finalized in accordance with terms
 originally disclosed in an announcement issued by BD on September 8, 2006.

 This strategic acquisition aligns innovative new technologies with BD's
 existing business strategies and is a natural complement to ongoing internal
 research programs in its BD Diagnostics and BD Biosciences segments. These
 oncology management tools are intended to span cancer screening, diagnosis,
 prognosis and therapy monitoring, especially for cancers affecting women's
 health, including breast, cervical and ovarian.

 This transaction also further demonstrates BD's commitment to bringing new
 technologies and innovation to difficult problems in healthcare, which is in
 line with the Company's purpose of "Helping all people live healthy lives."


 ABOUT BD
BD, a leading global medical technology company that manufactures and sells
medical devices, instrument systems and reagents, is dedicated to improving
people's health throughout the world. BD is focused on improving drug therapy,
enhancing the quality and speed of diagnosing infectious diseases, and advancing
research and discovery of new drugs and vaccines. The Company's capabilities are
instrumental in combating many of the world's most pressing diseases. Founded in
1897 and headquartered in Franklin Lakes, New Jersey, BD employs more than
25,000 people in approximately 50 countries throughout the world. The Company
serves healthcare institutions, life science researchers, clinical laboratories,
industry and the general public. For more information, please visit www.bd.com.


                                       ***

This press release contains certain estimates and other forward-looking
statements (as defined under Federal securities laws) regarding BD 's
performance, including future performance, products or other events or
developments that BD expects to occur or anticipates occurring in the future.
All such statements are based upon current expectations of BD and involve a
number of business risks and uncertainties. Actual results could vary materially
from anticipated results described, implied or projected in any forward-looking
statement. Factors that could cause actual results to vary materially




from any forward-looking  statement include, but are not limited to: competitive
factors;  pricing and market share pressures;  difficulties  inherent in product
development and delays in product introductions;  changes in regional,  national
or foreign economic  conditions;  increases in energy costs and their effect on,
among other things, the cost of producing BD 's products;  fluctuations in costs
and  availability  of raw materials  and in BD 's ability to maintain  favorable
supplier  arrangements  and  relationships;   changes  in  healthcare  or  other
governmental  regulation;  as well as  other  factors  discussed  in this  press
release and in BD 's filings with the Securities and Exchange Commission.  We do
not  intend  to update  any  forward-looking  statements  to  reflect  events or
circumstances  after the date hereof  except as required by  applicable  laws or
regulations.