S-3

As filed with the Securities and Exchange Commission on March 25, 2003
	Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BECTON, DICKINSON AND COMPANY
(Exact name of Registrant as specified in its charter)

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

1 Becton Drive,
Franklin Lakes, New Jersey 07417-1880
(201) 847-6800
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Bridget M. Healy
Vice President, General Counsel and Secretary
Becton, Dickinson and Company
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
(201) 847-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

          Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_|

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. |X|

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. |_|

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. |_|

          If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)(2)(3)(4)	Amount of Registration Fee (3)(4)
Debt Securities (1)(5)
Common Stock and related
Preferred Stock Purchase
Rights (1)(6)
Warrants (1)(7)
Purchase Contracts (1)(8)
Units (1)(8)
	$650,000,000 (1)(4)		$650,000,000 (1)(4)	$52,585 (3)(4)

(1) In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this Registration Statement exceed $650,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units, or composite currencies. If Debt Securities are issued at original issue discount, the Registrant may issue a higher principal amount of Debt Securities so long as the initial offering price does not exceed $650,000,000 (less the dollar amount of any securities previously issued hereunder), or the equivalent thereof in one or more foreign currencies, foreign currency units, or composite currencies.

(2) Exclusive of accrued interest and distributions, if any.

(3) The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities listed and, therefore, the table does not specify by each class information as to the amount to be registered, the maximum offering price per unit or the proposed maximum aggregate offering price.

(4) Pursuant to Rule 429 and Rule 457(p) under the Securities Act of 1933, $100,000,000 of securities are being carried forward from the Registrant's Registration Statement No. 333-38193 on Form S-3. A registration fee of $30,303 for such additional securities was previously paid with the filing of such previous registration statement

(5) Subject to note (1) above, there is being registered hereunder an indeterminate principal amount of Debt Securities as may be sold, from time to time at indeterminate prices, by the Registrant.

(6) Subject to note (1) above, there is being registered hereunder an indeterminate number of shares of Common Stock as may be sold, from time to time at indeterminate prices, by the Registrant. An indeterminate number of shares of Common Stock may also be issued upon exercise of the Warrants or settlement of the Purchase Contracts or Units.

(7) Subject to note (1) above, there is being registered hereunder an indeterminate amount and number of Warrants, representing rights to purchase Debt Securities or Common Stock registered hereunder.

(8) There are being registered hereby such indeterminate number of Units as may be issued at indeterminate prices. Units may consist of any combination of the securities being registered hereby.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

          Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement contains a prospectus that also relates to and describes $100,000,000 of Securities registered under Registration Statement No. 333-38193 on Form S-3 previously filed by the Registrant and declared effective on October 27, 1997.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

SUBJECT TO COMPLETION, DATED MARCH 25, 2003

$750,000,000

BECTON, DICKINSON AND COMPANY

DEBT SECURITIES, COMMON STOCK, WARRANTS,
PURCHASE CONTRACTS AND UNITS

          Becton, Dickinson and Company from time to time may offer, at an aggregate initial offering price not to exceed $750,000,000, debt securities, common stock, warrants, purchase contracts and units. The debt securities may be convertible into or exchangeable for shares of common stock or other securities. The debt securities, common stock, warrants, purchase contracts and units may be offered, separately or together, in separate series, in amounts, at prices and on terms to be determined at the time of sale and to be set forth in supplements to this prospectus.

          We may sell the securities to or through underwriters, and also may sell the securities directly to other purchasers or through agents. We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and supplements carefully before you invest. This prospectus may not be used to consummate sales of securities unless accompanied by the prospectus supplement applicable to the securities being sold.

          Our common stock is traded on the New York Stock Exchange under the symbol "BDX."

          Our principal executive offices are located at 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880 and our telephone number is (201) 847-6800.

Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus or
the accompanying prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.

The date of this Prospectus is                , 2003

TABLE OF CONTENTS

	Page
Where You Can Find More Information	2
Forward Looking Statements	3
The Company	5
Use of Proceeds	6
Ratio of Earnings to Fixed Charges	6
Description of Debt Securities	7
Description of Common Stock	15
Description of Warrants	17
Description of Purchase Contracts	18
Description of Units	18
Plan of Distribution	19
Validity of Securities	21
Experts	21

ABOUT THIS PROSPECTUS

          This prospectus is part of a registration statement that we filed with the SEC using a "shelf" registration process. Under this "shelf" process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $750,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information." The prospectus supplement may also contain information about certain United States federal income tax considerations relating to the securities covered by the prospectus supplement.

          We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, the information and representations contained in this prospectus or in any of the materials that we have incorporated into this prospectus. If anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

          Unless the context indicates otherwise, the words "we," "our," "us," and "BD" refer to Becton, Dickinson and Company.

WHERE YOU CAN FIND MORE INFORMATION

          We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

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          The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the date of the initial registration statement and before the effectiveness of the registration statement and after the effectiveness of the registration statement until we sell all of the securities:

          (a) Our Annual Report on Form 10-K for the fiscal year ended September 30, 2002;

          (b) Our Quarterly Report on Form 10-Q for the quarter ended December 31, 2002;

          (c) Our Current Reports on Form 8-K filed on November 6, 2002, November 26, 2002, January 23, 2003, January 28, 2003, February 4, 2003 and March 19, 2003; and

          (d) The description of our common stock, par value $1.00 per share, and related rights to purchase preferred stock contained in a registration statement under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

          You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address:

Secretary
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes
New Jersey 07417-1880
Telephone (201) 847-6800.

FORWARD LOOKING STATEMENTS

          This prospectus includes forward-looking statements (as defined under Federal securities laws) regarding our performance, including future revenues, products and income, or events or developments that we expect to occur or anticipate occurring in the future. All such statements are based upon our current expectations 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;

• uncertainties of litigation;

• our ability to achieve sales and earnings forecasts, which are based on sales volume and product mix assumptions, to achieve our cost savings objectives, and to achieve anticipated synergies and other cost savings in connection with acquisitions;

• changes in regional, national or foreign economic or political conditions;

• increases in energy costs;

• fluctuations in costs and availability of raw materials and in our ability to maintain favorable supplier arrangements and relationships;

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• changes in interest or foreign currency exchange rates;

• delays in product introductions;

• changes in health care or other governmental regulation; and

• other factors discussed in this prospectus and in our filings with the SEC.

          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. We do not intend to update any forward-looking statements.

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BECTON, DICKINSON AND COMPANY

          Becton, Dickinson and Company was incorporated under the laws of the State of New Jersey in November 1906, as successor to a New York business started in 1897. Our executive offices are located at 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, and our telephone number is (201) 847-6800.

          We are a medical technology company engaged principally in the manufacture and sale of a broad range of medical supplies, devices, laboratory equipment and diagnostic products used by healthcare institutions, life science researchers, clinical laboratories, industry and the general public. Our operations consist of three worldwide business segments:

• BD Medical Systems,

• BD Clinical Laboratory Solutions, and

• BD Biosciences.

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

          The major products in the BD Clinical Laboratory Solutions segment are clinical and industrial microbiology products, sample collection products, specimen management systems, hematology instruments, DNA probe instruments and other diagnostic systems, including immunodiagnostic test kits. This segment also includes consulting services and customized and automated bar-code systems.

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

          Our products are manufactured and sold worldwide. The principal markets for our products outside the United States are Europe, Japan, Asia Pacific, Canada and Latin America. The principal products that we sell outside of the United States are hypodermic needles and syringes, insulin syringes and pen needles, diagnostic systems, VACUTAINER(R) brand blood collection products, HYPAK(R) brand prefillable syringe systems, and infusion therapy products. We have manufacturing operations in Brazil, China, France, Germany, India, Ireland, Japan, Korea, Mexico, Pakistan, Singapore, Spain, Sweden, the United Kingdom and the United States.

          We market our products and services in the United States and internationally through sales representatives and independent distribution channels, as well as directly to end-users.

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USE OF PROCEEDS

          Except as may be set forth in any prospectus supplement, our net proceeds from the sale of the securities will be added to our general funds and may be used to repay outstanding debt and to meet capital expenditure and working capital requirements. We have not allocated a specific portion of the net proceeds for any particular use at this time. Pending application of the net proceeds, we may invest the proceeds in marketable securities.

RATIO OF EARNINGS TO FIXED CHARGES

          The following table sets forth our historical ratio of earnings to fixed charges.

		Fiscal Year Ended September 30,
	Three Months Ended December 31, 2002	2002	2001	2000	1999	1998
Ratio of Earnings to Fixed Charges
(unaudited)	11.29	10.61	6.68	5.12	4.59	5.07

          For the purpose of calculating the ratio of earnings to fixed charges, we calculate earnings by adding fixed charges to income before income taxes and cumulative effect of change in accounting principle, and by deducting both net interest capitalized during the period and our share of the undistributed income in less-than-fifty-percent-owned affiliates. Fixed charges include total interest, including capitalized interest, the portion of rental expense which we believe is representative of the interest factor of our rental expense and the amortization of debt issuance costs.

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DESCRIPTION OF DEBT SECURITIES

          The following description sets forth general terms and provisions of the debt securities we may offer. The prospectus supplement will describe the particular terms of the debt securities being offered and the extent to which these general provisions may apply to those debt securities.

          The debt securities will be issued under the indenture, dated March 1, 1997, between us and JPMorgan Chase Bank, as trustee. A copy of the indenture is filed with the SEC as an exhibit to the registration statement relating to this prospectus and you should refer to the indenture for provisions that may be important to you.

General

          The debt securities covered by this prospectus will be our unsecured and unsubordinated obligations. The indenture does not limit the aggregate principal amount of debt securities we can issue. The indenture provides that debt securities may be issued thereunder from time to time in one or more series.

          The prospectus relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

• the designation of the debt securities of the series;

• any limit upon the aggregate principal amount of the debt securities of the series and any limitation on our ability to increase the aggregate principal amount of debt securities of that series after initial issuance;

• any date on which the principal of the debt securities of the series is payable (which date may be fixed or extendible);

• the interest rate or rates and the method for calculating the interest rate;

• if other than as provided in the indenture, any place where principal of and interest on debt securities of the series will be payable, where debt securities of the series may be surrendered for exchange, where notices or demands may be served and where notice to holders may be published and any time of payment at any place of payment;

• whether we have a right to redeem debt securities of the series and any terms thereof;

• whether you have a right to require us to redeem, repurchase or repay debt securities of the series and any terms thereof;

• if other than denominations of $1,000 and any integral multiple, the denominations in which debt securities of the series shall be issuable;

• if other than the principal amount, the portion of the principal amount of debt securities of the series which will be payable upon declaration of acceleration of the maturity;

• if other than U.S. dollars, the currency or currencies in which payment of the principal of and interest on the debt securities of the series will be payable;

• whether the principal and any premium or interest is payable in a currency other than the currency in which the debt securities are denominated;

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• whether we have an obligation to pay additional amounts on the debt securities of the series in respect of any tax, assessment or governmental charge withheld or deducted and any right that we may have to redeem those debt securities rather than pay the additional amounts;

• if other than the person acting as trustee, any agent acting with respect to the debt securities of the series;

• any provisions for the defeasance of any debt securities of the series in addition to, in substitution for or in modification of the provisions described in "--Defeasance and Covenant Defeasance;"

• the identity of any depositary for registered global securities of the series other than The Depository Trust Company and any circumstances other than those described in “—Global Securities” in which any person may have the right to obtain debt securities in definitive form in exchange;

• any events of default applicable to any debt securities of the series in addition to, in substitution for or in modification of those described in "--Events of Default;"

• any covenants applicable to any debt securities of the series in addition to, in substitution for or in modification of those described in "--Covenants;" and

• any other terms of the debt securities of the series.

          The debt securities will be issued in registered form without coupons unless otherwise provided in a supplemental indenture or board resolution. Unless otherwise provided in a prospectus supplement, principal (unless the context otherwise requires, “principal” includes premium, if any) of and any interest on the debt securities will be payable, and the debt securities will be exchangeable and transfers thereof will be registrable, at an office or agency designated for the debt securities, provided that, at our option, payment of interest may be made by check to the address of the person entitled thereto as it appears in the security register. Subject to the limitations provided in the indenture, such services will be provided without charge, other than any tax or other governmental charge payable in connection therewith.

          Debt securities may be issued under the indenture as original issue discount securities to be offered and sold at a substantial discount from the principal amount. If any debt securities are original issue discount securities, special federal income tax, accounting and other considerations may apply and will be described in the prospectus supplement relating to the debt securities. “Original Issue Discount Security” means any security which provides for an amount less than the principal amount to be due and payable upon acceleration of the maturity due to the occurrence and continuation of an event of default.

Global Securities

          The debt securities of each series will be issued in the form of one or more fully registered global debt securities that are registered in the name of The Depository Trust Company, or its nominee, as depositary, unless another depositary is designated for the debt securities of that series. Unless we state otherwise in a prospectus supplement, debt securities in definitive form will not be issued. Unless and until a global security is exchanged in whole or in part for debt securities in definitive form, it may not be registered for transfer or exchange except as a whole by the depositary for that global security to a nominee of the depositary.

          Upon the issuance of any global security, and its deposit with or on behalf of the depositary, the depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by that global security to the accounts of institutions, the participants, that are entitled to the registered global security that have accounts with the depositary designated by the underwriters or their agents engaging in any distribution of the debt securities. The depositary advises that pursuant to procedures established by it:

• Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants.

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• Ownership of beneficial interests by participants in a global security will be shown on, and the transfer of the beneficial interests will be effected only through, records maintained by the depositary or by its nominee.

• Ownership of beneficial interests in a global security by persons that hold through participants will be shown on, and the transfer of those beneficial interests will be effected only through, records maintained by the participants.

          The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in certificated form. The foregoing limitations and these laws may impair your ability to own, transfer or pledge beneficial interests in global securities.

          As long as the depositary, or its nominee, is the registered owner of a global security, the depositary or its nominee, will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the indenture. Except as specified below, owners of beneficial interests in a global security will not:

• be entitled to have their debt securities represented by the global security registered in their names;

• receive or be entitled to receive physical delivery of debt securities in certificated form; or

• be considered the holders for any purposes under the indenture.

          Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of the depositary and, if the person is not a participant, on the procedures of the participant through which that person holds its interest, in order to exercise any rights of a holder of debt securities under the indenture. The depositary may grant proxies and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a holder of debt securities is entitled to give or take under the indenture.

          We understand that, under existing industry practices, if we request any action of holders of debt securities or any owner of a beneficial interest in a global security desires to give any notice or take any action a holder of debt securities is entitled to give or take under the indenture, the depositary would authorize the participants holding the relevant beneficial interests to give that notice or take that action, and the participants would authorize the beneficial owners owning through them to give the notice or take the action or would otherwise act upon the instructions of the beneficial owners owning through them.

          The depositary or a nominee thereof, as holder of record of a global security, will be entitled to receive payments of principal and interest for payment to beneficial owners in accordance with customary procedures established from time to time by the depositary. The agent for the payment, transfer and exchange of the securities is the trustee, acting through its corporate trust office located in the Borough of Manhattan, The City of New York.

          We expect that the depositary, upon receipt of any payment of principal or interest in respect of a global security, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a global security held through the participants will be governed by standing instructions and customary practices, and will be the responsibility of the participants. We, the trustee, our agents and the trustee’s agents shall not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global security, or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

          If we determine that debt securities will no longer be maintained as global securities, or, if at any time an event of default has occurred and is continuing under the indenture, or if the depositary is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered or in good standing under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue debt securities in definitive certificated form in exchange for the registered global securities.

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          In the event that the book-entry system is discontinued, the following provisions shall apply. The trustee or any successor registrar under the indenture shall keep a register for the debt securities in definitive certificated form at its corporate trust office. Subject to the further conditions contained in the indenture, debt securities in definitive certificated form may be transferred or exchanged for one or more debt securities in different authorized denominations upon surrender of the debt securities at the corporate trust office of the trustee or any successor registrar under the indenture by the registered holders or their duly authorized attorneys. Upon surrender of any debt security to be transferred or exchanged, the trustee or any successor registrar under the indenture shall record the transfer or exchange in the security register and we will issue, and the trustee shall authenticate and deliver, new debt securities in definitive certificated form appropriately registered and in appropriate authorized denominations. The trustee shall be entitled to treat the registered holders of the debt securities in definitive certificated form, as their names appear in the security register as of the appropriate date, as the owners of the debt securities for all purposes under the indenture.

Consolidation, Merger and Sale of Assets

          We have agreed not to consolidate or merge with any other person, sell, transfer, lease or otherwise dispose of all or substantially all of our properties and assets as an entirety unless:

• we are the surviving person; or

• the surviving person is a corporation organized and validly existing under the laws of the United States of America or any U.S. State or the District of Columbia and expressly assumes by a supplemental indenture all of our obligations under the debt securities and under the indenture; and

• immediately before and after the transaction or each series of transactions, no default or event of default shall have occurred and be continuing; and

• certain other conditions are met.

          Upon any such consolidation, merger, sale, transfer, lease or other disposition, the surviving corporation will succeed to, and be substituted for, and may exercise every right and power that we have under the indenture and under the debt securities.

Events of Default

          The following are “events of default” under the indenture with respect to debt securities of any series:

• default in the payment of interest on any debt security when due, which continues for 30 days;

• default in the payment of principal of any debt security when due;

• default in the deposit of any sinking fund payment when due;

• default in the performance of any other obligation contained in the indenture, which default continues for 90 days after we receive written notice of it from the trustee or from the holders of 25% in principal amount of the outstanding debt securities of that series;

• specified events of bankruptcy, insolvency or reorganization of our company for the benefit of our creditors; or

• any other event of default established for the debt securities of that series.

          If an event of default for any series of debt securities occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of the series may require us to repay immediately:

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• the entire principal of the debt securities of that series; or

• if the debt securities are original issue discount securities, that portion of the principal as may be described in the applicable prospectus supplement.

          At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree based on that acceleration has been obtained, the holders of a majority in principal amount of the debt securities of that series may, under certain circumstances, waive all defaults with respect to that series and rescind and annul the acceleration.

          We are required to furnish to the trustee annually an Officer’s Certificate as to our compliance with all conditions and covenants under the indenture. We must notify the trustee within five days of any default or event of default.

          The indenture provides that the trustee will, within 60 days after the occurrence of a default with respect to the debt securities of any series, give to the holders of the debt securities notice of all defaults. In certain instances, the trustee may withhold that notice if and so long as a responsible officer in good faith determines that withholding the notice is in the interest of the holders of the debt securities. By “default” we mean any event which is, or after notice or passage of time would be, an event of default.

          The indenture provides that the holders of a majority in aggregate principal amount of the then outstanding debt securities, by notice to the trustee, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee.

          Subject to the further conditions contained in the indenture, the holders of a majority in aggregate principal amount outstanding of the debt securities of any series may waive, on behalf of the holders of all debt securities of that series, any past default or event of default and its consequences except a default or event of default

• in the payment of the principal of, or interest on, any debt security of that series or

• in respect of a covenant or provision of such indenture which cannot under the terms of the indenture be amended or modified without the consent of the holder of each outstanding debt security that is adversely affected thereby.

          The applicable prospectus supplement will describe any provisions for events of default applicable to the debt securities of any series in addition to, in substitution for, or in modification of, the provisions described above.

Covenants

          We have agreed to some restrictions on our activities for the benefit of holders of the debt securities. Unless we state otherwise in a prospectus supplement, the restrictive covenants summarized below will apply so long as any of the debt securities are outstanding, unless the covenants are waived or amended. The prospectus supplement may contain different covenants. We have provided the definitions to define the capitalized words used in describing the covenants.

     Definitions

          “Attributable Debt” means with respect to a lease, the total net amount of rent (discounted at a rate per annum equivalent to the interest rate inherent in such lease, as we determine in good faith, compounded semiannually) required to be paid during the remaining term of such lease, including any period for which such lease has been extended or may, at the option of the lessor, be extended.

          “Consolidated Net Tangible Assets” means the total amount of our and our Restricted Subsidiaries’ assets (less applicable reserves and other properly deductible items) after deducting (i) all current liabilities (excluding any

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liabilities constituting funded debt by reason of being renewable or extendible), (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, (iii) investments in and advances to subsidiaries which are not Restricted Subsidiaries, and (iv) minority interests in the equity of Restricted Subsidiaries.

          “Funded Debt” means all indebtedness for borrowed money maturing more than 12 months after the time of computation thereof, guarantees of such indebtedness of others (except guarantees of collection arising in the ordinary course of business), and all obligations in respect of lease rentals which, under generally accepted accounting principles, are shown on a balance sheet as a non-current liability.

          “Principal Property” means any building, structure or other facility (together with the land on which it is erected and fixtures comprising a part thereof) now owned or hereafter acquired by us or any Restricted Subsidiary and used primarily for manufacturing, processing or warehousing and located in the United States (excluding its territories and possessions, but including Puerto Rico), the gross book value (without deduction of any depreciation reserves) of which is in excess of 2.0% of Consolidated Net Tangible Assets, other than any such building, structure or other facility or portion which, in the opinion of our board of directors, is not of material importance to the total business conducted by us and our Restricted Subsidiaries as an entirety.

          “Restricted Subsidiary” means any subsidiary that substantially all of the property and operations of which are located in the United States (excluding its territories and possessions, but including Puerto Rico), and which owns or leases a Principal Property, except a subsidiary which is primarily engaged in the business of a finance company.

          “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by us or by one or more other subsidiaries, or by us and by one or more other subsidiaries.

Restrictions on Secured Debt

          If we or any Restricted Subsidiary incurs, issues, assumes or guarantees any debt secured by a mortgage on any Principal Property or on any shares of stock or debt of any Restricted Subsidiary, we will secure, or cause such Restricted Subsidiary to secure, the debt securities (and, if we choose, any other debt of ours or that Restricted Subsidiary which is not subordinate to the debt securities) equally and ratably with (or prior to) such secured debt. However, we may incur secured debt without securing this debt, if the aggregate amount of all such debt so secured, together with all our and our Restricted Subsidiaries’ Attributable Debt in respect of certain sale and leaseback transactions involving Principal Properties, would not exceed 10% of Consolidated Net Tangible Assets. This restriction will not apply to, and we will exclude from our calculation of secured debt for the purposes of this restriction, debt secured by:

• mortgages existing on properties on the date of the indenture,

• mortgages on properties, shares of stock or debt existing at the time of acquisition (including acquisition through merger or consolidation), purchase money mortgages and construction mortgages,

• mortgages on property of, or on any shares of stock or debt of, any corporation existing at the time that corporation becomes a Restricted Subsidiary,

• mortgages in favor of Federal and State governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute,

• mortgages in favor of us or a Restricted Subsidiary,

• mortgages in connection with the issuance of tax-exempt industrial development bonds,

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• mortgages under workers’ compensation laws, unemployment insurance laws or similar legislation, or deposit bonds to secure statutory obligations (or pledges or deposits for similar purposes in the ordinary course of business), or liens imposed by law and certain other liens or other encumbrances, and

• subject to certain limitations, any extension, renewal or replacement of any mortgage referred to in the foregoing clauses.

Restrictions on Sale and Leasebacks

          We have agreed that we will not, and we will not permit any of our Restricted Subsidiaries to, enter into any sale and leaseback transaction involving the taking back of a lease, for a period of three or more years, of any Principal Property, the acquisition, completion of construction or commencement of full operation of which has occurred more than 120 days prior thereto, unless:

• the commitment to enter into the sale and leaseback transaction was obtained during that 120 day period;

• we or our Restricted Subsidiaries could create debt secured by a mortgage on the Principal Property as described under “— Restrictions on Secured Debt” above in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without equally and ratably securing the debt securities;

• within 120 days after the sale or transfer, we designate an amount to the retirement of Funded Debt, subject to credits for voluntary retirements of Funded Debt, equal to the greater of

(i) the net proceeds of the sale of the Principal Property and

(ii) the fair market value of the Principal Property, or

• we or any Restricted Subsidiary, within a period commencing 180 days prior to and ending 180 days after the sale or transfer, have expended or reasonably expect to expend within such period any monies to acquire or construct any Principal Property or properties in which event we or that Restricted Subsidiary enter into the sale and leaseback transaction, but (unless certain other conditions are met) only to the extent that the Attributable Debt with respect to the sale and leaseback transaction is less than the monies expended or to be expended.

          These restrictions will not apply to any sale and leaseback transactions between us and a Restricted Subsidiary or between a Restricted Subsidiary and another Restricted Subsidiary.

Modification and Waiver

          Under the indenture we and the trustee may enter into one or more supplemental indentures without the consent of the holders of debt securities in order:

• to evidence the succession of another corporation to our company and the assumption of our covenants by that successor,

• to provide for a successor trustee with respect to the debt securities of all or any series,

• to establish the forms and terms of the debt securities of any series,

• to provide for uncertificated or unregistered debt securities, or

• to cure any ambiguity or correct any mistake or to make any change that does not materially adversely affect the legal rights of any holder of the debt securities under the indenture.

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          We and the trustee may, with the consent of the holders of a majority in principal amount of the outstanding debt securities of each affected series, amend the indenture and the debt securities of any series for the purpose of adding any provisions to or changing or eliminating any provisions of the indenture or modifying the rights of holders of debt securities under the indenture. However, without the consent of each holder of any debt security affected, we may not amend or modify the indenture to:

• change the stated maturity date of any installment of principal of, or interest on, any debt security,

• reduce the principal amount of, or the rate of interest on, any debt security,

• adversely affect the rights of any debt security holder under any mandatory redemption or repurchase provision,

• reduce the amount of principal of an original issue discount security payable upon acceleration of its maturity,

• change the place or currency of payment of principal of, or any premium or interest on, any debt security,

• impair the right to institute suit for the enforcement of any payment or delivery on or with respect to any debt security,

• reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to modify or amend the indenture or to waive compliance with certain provisions of the indenture,

• reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to waive any past default,

• waive a default in the payment of principal of, or interest on, any debt security, or

• change any of our obligations to maintain offices or agencies where the debt securities may be surrendered for payment, registration or transfer and where notices and demands may be served upon us.

Defeasance and Covenant Defeasance

          When we use the term defeasance, we mean discharge from some or all of our obligations under the indenture. Unless the terms of the debt securities of any series provide otherwise, we may elect either:

• to defease and be discharged from any and all obligations with respect to

• debt securities of any series payable within one year

• other debt securities of any series upon the conditions described below or

• to be released from our obligations with respect to covenants described under “—Covenants” above and, if specified in the prospectus supplement, other covenants applicable to the debt securities of any series (“covenant defeasance”),

          upon (or, with respect to defeasance of debt securities payable later than one year from the date of defeasance, on the 91st day after) the deposit with the trustee, in trust for that purpose, of money and/or U.S. Government obligations which through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient without reinvestment to pay the principal of and interest on the debt securities.

          As a condition to defeasance of any debt securities of any series payable later than one year from the time of defeasance, we must deliver to the trustee an opinion of counsel and/or a ruling of the Internal Revenue Service to

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the effect that holders of the debt securities will not recognize income, gain or loss for Federal income tax purposes as a result of that defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if the defeasance or covenant defeasance had not occurred.

          We may exercise either defeasance option with respect to the debt securities of any series notwithstanding our prior exercise of our covenant defeasance option. If we exercise our defeasance option, payment of the debt securities of any series may not be accelerated because of a default or an event of default. If we exercise our covenant defeasance option, payment of the debt securities of any series may not be accelerated by reason of an event of default with respect to the covenants to which the covenant defeasance applies. If acceleration were to occur by reason of another event of default, the realizable value at the acceleration date of the money and U.S. Government obligations in the defeasance trust could be less than the principal and interest then due on the debt securities. In other words, the required deposit in the defeasance trust is based upon scheduled cash flow rather than market value, which will vary depending upon interest rates and other factors. We will, however, remain liable for such payments at the time of the acceleration.

Governing Law

          The indenture and the debt securities are governed by and construed in accordance with the laws of the State of New York.

The Trustee

          We maintain a banking relationship with the trustee. The trustee also acts as trustee under another of our indentures and under a trust agreement to which we are a party.

DESCRIPTION OF COMMON STOCK

General

          We have 640,000,000 shares of authorized common stock, $1.00 par value per share, of which 254,612,829 shares were outstanding as of February 28, 2003. We have 5,000,000 shares of authorized preferred stock, $1.00 par value per share, of which 621,343 shares were outstanding as of February 28, 2003.

          Holders of our common stock are entitled to receive dividends when, as and if declared by our board of directors out of any funds legally available for dividends. Holders of our common stock are also entitled, upon our liquidation, and after claims of creditors and preferences of preferred stock, and any other class or series of preferred stock outstanding at the time of liquidation, to receive pro rata our net assets. We will pay dividends on our common stock only if we have paid or provided for dividends on our outstanding series of preferred stock for all prior periods.

          Our preferred stock has, or upon issuance may have, preference over our common stock with respect to the payment of dividends and the distribution of assets in the event of our liquidation or dissolution. Our preferred stock also has such other preferences as may be fixed by our board of directors.

          Holders of our common stock are entitled to one vote for each share that they hold and are vested with all of the voting power except as our board of directors has provided, or may provide in the future, with respect to preferred stock or any other class or series of preferred stock that the board of directors may hereafter authorize. Shares of our common stock are not redeemable and have no subscription, conversion or preemptive rights, other than as described below under “—Shareholders’ Rights Plan”.

          Our common stock is listed on the New York Stock Exchange. Outstanding shares of our common stock are validly issued, fully paid and non-assessable. Holders of our common stock are not, and will not be, subject to any liability as stockholders.

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Shareholders’ Rights Plan

          On November 28, 1995, we entered into a rights agreement, which we amended and restated on March 28, 2000 and further amended on April 24, 2000. The material provisions of that rights agreement are summarized below. However, since the terms of our rights agreement are complex, this summary may not contain all of the information that is important to you. For more information, you should read the agreement, which has been filed with the SEC. See “Where You Can Find More Information” for information on how to obtain a copy.

          Under the rights agreement, a right may be exercised, under certain conditions, to purchase one eight-hundredth of a share of a series of our preferred stock at an exercise price of $67.50, subject to adjustment. The rights become exercisable if a party acquires or obtains the right to acquire 15% or more of our common stock without the approval of our board or after commencement or public announcement of an offer for 15% or more of our common stock. When exercisable, under certain conditions, each right also entitles the holder thereof to purchase shares of our common stock or the common stock of the acquirer, having a market value of two times the then current exercise price of that right.

          The rights expire in April 2006, and may be redeemed at a price of $.01 per right at any time prior to expiration or the acquisition by a party of 15% of our common stock. Under certain circumstances, the rights may be exchanged for common stock after they become exercisable.

          In addition to the rights agreement, we currently have the following provisions in our certificate of incorporation which could be considered “anti-takeover” provisions:

• an article providing for a classified board of directors divided into three classes, as nearly equal in number as possible, one of which is elected at each annual meeting of stockholders; and

• an article requiring the affirmative vote of 80% of the outstanding shares entitled to vote (voting together as a single class) for certain merger and asset sale transactions with any interested shareholder (generally, a 10% or greater shareholder).

          Our certificate of incorporation and bylaws also deny stockholders the right to call a special meeting of stockholders. Our certificate of incorporation and bylaws provide that only the board of directors may call special meetings of the stockholders.

          These provisions, in combination with the rights agreement, may have the effect of delaying, deferring or preventing a change in control.

Anti-Takeover Effects of the New Jersey Shareholders Protection Act

          We are subject to the provisions of Section 14A-10A of the New Jersey Business Corporation Act, which is known as the “New Jersey Shareholders Protection Act.” Under the New Jersey Shareholders Protection Act, we are prohibited from engaging in any “business combination” with any “interested shareholder” for a period of five years following the time at which that shareholder becomes an “interested shareholder” unless the business combination is approved by our board of directors before that shareholder became an “interested shareholder.” Covered business combinations include certain mergers, dispositions of assets or shares and recapitalizations.

          An "interested shareholder" is

• any person that directly or indirectly beneficially owns 10% or more of the voting power of our outstanding voting stock; or

• any of our affiliates or associates (as those terms are defined in the New Jersey Shareholders Protection Act) that directly or indirectly beneficially owned 10% or more of the voting power of our then-outstanding stock at any time within a five-year period immediately prior to the date in question.

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Transfer Agent and Registrar

          The transfer agent and registrar for our common stock is EquiServe Trust Company, N.A.

DESCRIPTION OF WARRANTS

          We may issue warrants to purchase debt securities or common stock. We may offer warrants separately or together with one or more additional warrants, debt securities or common stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date. Below is a description of the general terms and provisions of the warrants that we may offer. Further terms of the warrants will be described in the prospectus supplement.

          The prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants:

• the specific designation and aggregate number of, and the price at which we will issue, the warrants;

• the currency or currency units in which the offering price, if any, and the exercise price are payable;

• the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

• whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

• any applicable material United States federal income tax consequences;

• the identity of the warrant agent for the warrants and of any other depositories, execution or paying agents, transfer agents, registrars or other agents;

• the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;

• whether the warrants are to be sold separately or with other securities as parts of units;

• if applicable, the designation and terms of the debt securities or common stock with which the warrants are issued and the number of warrants issued with each security;

• if applicable, the date from and after which the warrants and the related debt securities or common stock will be separately transferable;

• the designation, aggregate principal amount, currency and terms of the debt securities that may be purchased upon exercise of the warrants;

• the number of shares of common stock purchasable upon exercise of a warrant and the price at which those shares may be purchased;

• if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

• information with respect to book-entry procedures, if any;

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• any antidilution provisions of the warrants;

• any redemption or call provisions; and

• any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

DESCRIPTION OF PURCHASE CONTRACTS

          We may issue purchase contracts for the purchase or sale of:

1. debt securities or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination as specified in the applicable prospectus supplement;

2. currencies; or

3. commodities.

          We may issue purchase contracts obligating holders to purchase from us, and obligating us to sell to holders, a specified or varying number of securities, currencies or commodities at a purchase price, which may be based on a formula, at a future date. Alternatively, we may issue purchase contracts obligating us to purchase from holders, and obligating holders to sell to us, a specified or varying number of securities, currencies or commodities at a purchase price, which may be based on a formula, at a future date. We may be entitled to satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of that purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the prospectus supplement. The prospectus supplement will specify the methods by which the holders may purchase or sell those securities, currencies or commodities and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract. The purchase contracts may be entered into separately or as a part of units.

          The purchase contracts may require us to make periodic payments to the holders thereof or vice versa, and these payments may be unsecured or prefunded and may be paid on a current or deferred basis. The purchase contracts may require holders to secure their obligations under the contracts in a specified manner to be described in the prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued.

DESCRIPTION OF UNITS

          As specified in the applicable prospectus supplement, we may issue units consisting of one or more purchase contracts, warrants, debt securities, shares of common stock or any combination of these securities. The prospectus supplement will describe:

• the terms of the units and of the purchase contracts, warrants, debt securities and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;

• a description of the terms of any unit agreement governing the units; and

• a description of the provisions for the payment, settlement, transfer or exchange of the units.

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PLAN OF DISTRIBUTION

          We may sell the securities:

• to the public through one or more underwriters;

• through one or more agents; or

• directly to purchasers.

          The distribution of the securities may be effected from time to time in one or more transactions:

• at a fixed price, or prices, which may be changed from time to time;

• at market prices prevailing at the time of sale;

• at prices related to such prevailing market prices; or

• at negotiated prices.

          Each prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.

          The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following:

• the names of any agents or underwriters;

• the public offering or purchase price;

• any discounts and commissions to be allowed or paid to any agents or underwriters;

• all other items constituting underwriting compensation;

• any discounts and commissions to be allowed or paid to dealers; and

• any exchanges on which the securities will be listed.

          We may agree to enter into an agreement to indemnify the agents and the several underwriters against certain civil liabilities, including liabilities under the Securities Act or to contribute to payments the agents or the underwriters may be required to make.

          If so indicated in the applicable prospectus supplement, we may authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:

• the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and

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• the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.

          The underwriters and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for, us or one or more of our affiliates in the ordinary course of business.

          BD may enter into derivative or other hedging transactions with financial institutions. These financial institutions may in turn engage in sales of common stock to hedge their position, deliver this prospectus in connection with some or all of those sales and use the shares covered by this prospectus to close out any short position created in connection with those sales. BD may also sell shares of common stock short using this prospectus and deliver common stock covered by this prospectus to close out such short positions, or loan or pledge common stock to financial institutions that in turn may sell the shares of common stock using this prospectus. BD may pledge or grant a security interest in some or all of the common stock covered by this prospectus to support a derivative or hedging position or other obligation and, if BD defaults in the performance of its obligations, the pledgees or secured parties may offer and sell the common stock from time to time pursuant to this prospectus.

          One or more firms, referred to as “remarketing firms,” may also offer or sell the securities, if the prospectus supplement so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their own accounts or as agents for us. These remarketing firms will offer or sell the securities pursuant to the terms of the securities. The prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with us and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities they remarket. Remarketing firms may be entitled to under agreements that may be entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.

          The securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange or the Nasdaq National Market. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.

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VALIDITY OF SECURITIES

          Unless otherwise indicated in the prospectus supplement with respect to any securities, the validity of the securities will be passed upon for us by Bridget M. Healy, our Vice President, General Counsel and Corporate Secretary, and for the underwriters by Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004. As of February 28, 2003, Ms. Healy held 6,988 shares under our Deferred Compensation Plan, held 270 shares of our common stock directly and had options to acquire 222,018 shares. In addition, Ms. Healy had a vested interest, as of February 28, 2003, under our Savings Incentive Plan in 3,832 shares of our common stock and in 188 shares of our Series B ESOP Convertible Preferred Stock.

EXPERTS

          The consolidated financial statements of BD and the related schedule, incorporated by reference in BD’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

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PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee	$        52,585
Legal fees and expenses	50,000
Accounting fees and expenses	60,000
Printing and engraving fees	25,000
Trustee's fees and expenses	15,000
Rating agency fees	247,500
Miscellaneous	9,915
Total	460,000

          All of the above items except the registration fees are estimated.

Item 15.   Indemnification of Directors and Officers.

          Article XI of our by-laws provides as follows:

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

          The New Jersey Business Corporation Act permits or requires indemnification of officers and directors in the event that certain statutory standards of conduct are met. We maintain agreements providing for the indemnification of each of our officers and directors to the fullest extent authorized or permitted by the New Jersey Business Corporation Act.

          We also maintain policies of insurance under which our directors and officers are insured subject to specified exclusions and deductible and maximum amounts against loss arising from any civil claim or claims which may be made against any director or officer (as so defined) of the Company by reason of any breach of duty, neglect, error, misstatement, misleading statement, omission or act done or alleged to have been done while acting in their respective capacities.

Item 16.  Exhibits.

1(a)	—	Form of Underwriting Agreement for debt securities and warrants
1(b)	—	Form of Underwriting Agreement for purchase contracts.*
1(c)	—	Form of Underwriting Agreement for units.*
1(d)	—	Form of Underwriting Agreement for common stock.*
4(a)	—	Indenture, dated as of March 1, 1997, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), Trustee (incorporated by reference to Exhibit 4(a) to the Company's Form 8-K filed on July 31, 1997).
4(b)	—	Amended and Restated Rights Agreement dated as of March 28, 2000 between the Company and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement filed April 18, 2000).
4(c)	—	Amendment No. 1, dated as of April 24, 2000, to the Amended and Restated Rights Agreement (incorporated by reference to the Company's Form 8-A/A Registration Statement filed May 12, 2000).

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4(d)	—	Form of Warrant Agreement (including form of Warrant Certificate)*
4(e)	—	Form of Purchase Contract Agreement*
5	—	Opinion of Bridget M. Healy, Vice President, General Counsel and Corporate Secretary of the Company.
12	—	Calculation of Ratio of Earnings to Fixed Charges.
23(a)	—	Consent of Independent Auditors, Ernst & Young LLP.
23(b)	—	Consent of Bridget M. Healy (included in her opinion filed herewith as Exhibit 5).
24	—	Powers of Attorney.
25	—	Form T-1, Statement of Eligibility of JPMorgan Chase Bank, as Trustee.

          * To be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.

Item 17.  Undertakings.

          The undersigned registrant hereby undertakes:

          (1) to file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference;

                  (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement;

                  (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

                  (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

                  (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

                  (4) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Franklin Lakes, New Jersey on the __day of March, 2003.

BECTON, DICKINSON AND COMPANY
            (Registrant)

By /s/ Bridget M. Healy  

Bridget M. Healy
Vice President, General Counsel and Corporate Secretary

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the __ day of March, 2003 by or on behalf of the following persons in the capacities indicated.

Name Title

* Edward J. Ludwig Chairman of the Board, President, Chief Executive
Officer (Principal Executive Officer)

* John R. Considine Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

* William A. Tozzi Vice President and Controller (Principal Accounting Officer)

* Harry N. Beaty, M.D. Director

* Henry P. Becton, Jr. Director

* Frank A. Olson Director

* James F. Orr Director

* Willard J. Overlock, Jr. Director

25

Name Title

* James E. Perrella Director

* Bertram L. Scott Director

* Alfred Sommer Director

* Margaretha af Ugglas Director

* Bridget M. Healy, by signing her name below, does sign this document on behalf of the person indicated above pursuant to a power of attorney duly executed by such person and filed with the Securities and Exchange Commission.

/s/ Bridget M. Healy  

Bridget M. Healy,
Attorney-in-fact

26

EX-1.(A)

                                                                   EXHIBIT 1(a)


                         Becton, Dickinson and Company
                          Debt Securities and Warrants
                          to Purchase Debt Securities

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

                             Underwriting Agreement


                                                                 ________, 20__

To   the Representatives of the
     several Underwriters named in the
     respective Pricing Agreements
     hereinafter described.

Ladies and Gentlemen:

     From time to time Becton, Dickinson and Company, a New Jersey corporation
(the "Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") and/or
warrants (the "Warrants") to purchase such Securities, in each case as
specified in Schedule II to such Pricing Agreement (with respect to such
Pricing Agreement, the "Designated Securities").

     The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") or warrant agreement (the "Warrant
Agreement") identified in such Pricing Agreement.

     1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities or Warrants, for whom the firms
designated as representatives of the Underwriters of such Securities or
Warrants in the Pricing Agreement relating thereto will act as representatives
(the "Representatives"). The term "Representatives" also refers to a single
firm acting as sole representative of the Underwriters and to Underwriters who
act without any firm being designated as their representative. This
Underwriting Agreement shall not be construed as an obligation of the Company
to sell any of the Securities or Warrants or as an obligation of any of the
Underwriters to purchase the Securities or Warrants. The obligation of the
Company to issue and sell any of the Securities or Warrants and the obligation
of any of the Underwriters to purchase any of the Securities or Warrants shall
be evidenced by the Pricing Agreement with respect to the Designated Securities
specified therein. Each Pricing Agreement shall specify the aggregate principal
amount of such Designated Securities, the initial public offering price of such
Designated Securities, the purchase price to the Underwriters of such
Designated Securities, the names of the Underwriters of such Designated
Securities, the names of the Representatives of such Underwriters and the
principal amount of such Designated Securities to be purchased by each
Underwriter and shall set forth the date, time and manner of delivery of such
Designated Securities and payment therefor. The Pricing Agreement shall also
specify (to the extent not set forth in the Indenture, the Warrant Agreement
and the registration statement and prospectus with respect thereto) the terms
of such Designated Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.



     2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

          (a) Two registration statements on Form S-3 in respect of the
     Securities (including any Securities issuable upon exercise of Warrants)
     and Warrants has been filed with the Securities and Exchange Commission
     (the "Commission"); such registration statements and any posteffective
     amendment thereto, each in the form heretofore delivered or to be
     delivered to the Representatives and, excluding exhibits to such
     registration statements, but including all documents incorporated by
     reference in the prospectus contained in the most recent registration
     statement (except for any document or portions thereof which are deemed
     under Rule 412 under the Securities Act of 1933, as amended, (the "Act")
     not to be incorporated by reference therein), the Representatives for each
     of the other Underwriters, have been declared effective by the Commission
     in such form; no other document with respect to such registration
     statements or document incorporated by reference therein has heretofore
     been filed or transmitted for filing with the Commission; and no stop
     order suspending the effectiveness of such registration statements has
     been issued and no proceeding for that purpose has been initiated or
     threatened by the Commission (any preliminary prospectus included in such
     registration statements or filed with the Commission pursuant to Rule
     424(a) of the rules and regulations of the Commission under the Act being
     hereinafter called a "Preliminary Prospectus"; the various parts of such
     registration statements, including all exhibits thereto and the documents
     incorporated by reference in the prospectus contained in the registration
     statement at the time such part of the registration statements became
     effective but excluding Form T-1, each as amended at the time such part of
     the registration statement became effective, being hereinafter called the
     "Registration Statement"; the prospectus relating to the Securities and
     Warrants, in the form in which it has most recently been filed, or
     transmitted for filing, with the Commission on or prior to the date of
     this Agreement, being hereinafter called the "Prospectus"; any reference
     herein to any Preliminary Prospectus or the Prospectus shall be deemed to
     refer to and include the documents incorporated by reference therein
     pursuant to the applicable form under the Act, as of the date of such
     Preliminary Prospectus or Prospectus, as the case may be; any reference to
     any amendment or supplement to any Preliminary Prospectus or the
     Prospectus shall be deemed to refer to and include any documents filed
     after the date of such Preliminary Prospectus or Prospectus, as the case
     may be, under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), and incorporated by reference in such Preliminary
     Prospectus or Prospectus, as the case may be; any reference to any
     amendment to the Registration Statement shall be deemed to refer to and
     include any annual report of the Company filed pursuant to Section 13(a)
     or 15(d) of the Exchange Act after the effective date of the Registration
     Statement that is incorporated by reference in the Registration Statement;
     and any reference to the Prospectus as amended or supplemented shall be
     deemed to refer to the Prospectus as amended or supplemented in relation
     to the applicable Designated Securities in the form in which it is filed
     with the Commission pursuant to Rule 424(b) under the Act in accordance
     with Section 5(a) hereof, including any documents incorporated by
     reference therein as of the date of such filing);

          (b) The documents incorporated by reference in the Prospectus, when
     they became effective or were filed with the Commission, as the case may
     be, conformed in all material respects to the requirements of the Act or
     the Exchange Act, as applicable, and the rules and regulations of the
     Commission thereunder, and none of such documents contained an untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading; and any further documents so filed and incorporated by
     reference in the Prospectus or any further amendment or supplement
     thereto, when such documents become effective or are filed with the
     Commission, as the case may be, will conform in all material respects to
     the requirements of the Act or the Exchange Act, as applicable, and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; provided, however, that this representation and warranty
     shall not apply to any statements or omissions made in reliance upon and
     in conformity with information furnished in writing to the Company by an
     Underwriter of Designated Securities through the


                                      -2-


     Representatives expressly for use in the Prospectus as amended or
     supplemented relating to such Securities or Warrants;

          (c) The Registration Statement and the Prospectus conforms, and any
     further amendments or supplements to the Registration Statement or the
     Prospectus will conform, in all material respects to the requirements of
     the Act and the Trust Indenture Act of 1939, as amended (the "Trust
     Indenture Act") and the rules and regulations of the Commission thereunder
     and do not and will not, as of the applicable effective date as to the
     Registration Statement and any amendment thereto and as of the applicable
     filing date as to the Prospectus and any amendment or supplement thereto,
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information furnished in writing to the
     Company by an Underwriter of Designated Securities through the
     Representatives expressly for use in the Prospectus as amended or
     supplemented relating to such Securities or Warrants;

          (d) Neither the Company nor any of its subsidiaries has sustained
     since the date of the latest audited financial statements included or
     incorporated by reference in the Prospectus any loss or interference with
     its business from fire, explosion, flood or other calamity, whether or not
     covered by insurance, or from any labor dispute or court or governmental
     action, order or decree, otherwise than as set forth or contemplated in
     the Prospectus, which event is material to the Company and its
     subsidiaries, taken as a whole; and, since the respective dates as of
     which information is given in the Registration Statement and the
     Prospectus, there has not been any change in the capital stock (other than
     the repurchase of shares pursuant to Rule 10b-18 of the Exchange Act and
     the issuance of shares under the Company's stock option, stock award,
     restricted stock, dividend reinvestment, or savings plans or upon
     conversion of outstanding convertible debt of the Company) or long term
     obligations of the Company or any of its subsidiaries which are material
     to the Company and its subsidiaries taken as a whole or any material
     adverse change, or any development involving a prospective material
     adverse change, in or affecting the general affairs, management, financial
     position, stockholders' equity or results of operations of the Company and
     its subsidiaries taken as a whole, otherwise than as set forth or
     contemplated in the Prospectus;

          (e) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of New Jersey,
     with power and authority (corporate and other) to own its properties and
     conduct its business as described in the Prospectus and is duly qualified
     as a foreign corporation for the transaction of business and in good
     standing under the laws of each other jurisdiction in which it owns or
     leases properties, or conducts any business, so as to require such
     qualification; and each subsidiary of the Company has been duly
     incorporated and is validly existing as a corporation in good standing
     under the laws of its jurisdiction of incorporation and is duly qualified
     as a foreign corporation for the transaction of business and in good
     standing under the laws of each other jurisdiction in which it owns or
     leases properties, or conducts any business, so as to require such
     qualification except in those instances with respect to the Company and
     its subsidiaries where failure to be so qualified would not have a
     material adverse effect on the business or financial condition of the
     Company and its subsidiaries taken as a whole;

          (f) The Company has an authorized capitalization as set forth in the
     Prospectus, and all of the issued shares of capital stock of the Company
     have been duly and validly authorized and issued and are fully paid and
     nonassessable and all of the issued shares of capital stock of each
     subsidiary of the Company have been duly and validly authorized and
     issued, are fully paid and non-assessable and (except for directors'
     qualifying shares and minority interests reflected in the Company's
     consolidated financial statements included or incorporated in the
     Prospectus) are owned directly or indirectly by the Company, free and
     clear of all liens, encumbrances, equities or claims;


                                      -3-


          (g) The Securities and Warrants have been duly authorized, and, when
     Designated Securities are issued and delivered pursuant to this Agreement
     and the Pricing Agreement with respect to such Designated Securities, such
     Designated Securities will have been duly executed, authenticated, issued
     and delivered and will constitute valid and legally binding obligations of
     the Company entitled to the benefits provided by the Indenture or the
     Warrant Agreement, as the case may be, which will be substantially in the
     forms filed as exhibits to the Registration Statement or such other form
     as shall have previously been agreed to by the Representatives; the
     Indenture has been duly authorized and duly qualified under the Trust
     Indenture Act and, at the Time of Delivery (as defined in Section 4
     hereof) for such Designated Securities, the Indenture will constitute a
     valid and legally binding instrument, enforceable in accordance with its
     terms, subject, as to enforcement, to bankruptcy, insolvency,
     reorganization and other laws of general applicability relating to or
     affecting creditors' rights and to general equity principles; when
     Securities have been issued and delivered upon exercise of the Warrants
     pursuant to the Warrant Agreement, such Securities will have been duly
     executed, authenticated, issued and delivered and will constitute valid
     and legally binding obligations of the Company entitled to the benefits
     provided by the Indenture; at the Time of Delivery for such Designated
     Securities (as defined in Section 4 hereof), the Warrant Agreement will
     constitute a valid and legally binding instrument, enforceable in
     accordance with its terms, subject, as to enforcement, to bankruptcy,
     insolvency, reorganization and other laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles; and the Indenture and Warrant Agreement conform, and the
     Designated Securities will conform, to the descriptions thereof contained
     in the Prospectus as amended or supplemented with respect to such
     Designated Securities;

          (h) The issue and sale of the Securities and Warrants and the
     compliance by the Company with all of the provisions of the Securities,
     the Indenture, the Warrants, the Warrant Agreement, this Agreement and any
     Pricing Agreement, and the consummation of the transactions herein and
     therein contemplated will not conflict with or result in a breach or
     violation of any of the terms or provisions of, or constitute a default
     under, any indenture, mortgage, deed of trust, loan agreement or other
     agreement or instrument to which the Company or any of its subsidiaries is
     a party or by which the Company or any of its subsidiaries is bound or to
     which any of the property or assets of the Company or any of its
     subsidiaries is subject, nor will such action result in any violation of
     the provisions of the Certificate of Incorporation, as amended, or Bylaws
     of the Company or any statute or any order, rule or regulation of any
     court or governmental agency or body having jurisdiction over the Company
     or any of its subsidiaries or any of their respective properties; and no
     consent, approval, authorization, order, registration or qualification of
     or with any such court or governmental agency or body is required for the
     issue and sale of the Securities or the Warrants or the consummation by
     the Company of the transactions contemplated by this Agreement or any
     Pricing Agreement, the Indenture or the Warrant Agreement, except such as
     have been, or will have been prior to the Time of Delivery, obtained under
     the Act and the Trust Indenture Act and such consents, approvals,
     authorizations, registrations or qualifications as may be required under
     state securities or Blue Sky laws in connection with the purchase and
     distribution of the Securities or Warrants by the Underwriters;

          (i) Other than as set forth in the Prospectus, there are no legal or
     governmental proceedings pending to which the Company or any of its
     subsidiaries is a party or of which any property of the Company or any of
     its subsidiaries is the subject (other than litigation incidental to the
     kind of business conducted by the Company and its subsidiaries) which, if
     determined adversely to the Company or any of its subsidiaries, would
     individually or in the aggregate have a material adverse effect on the
     consolidated financial position, stockholders' equity or results of
     operations of the Company and its subsidiaries taken as a whole; and, to
     the best of the Company's knowledge, no such proceedings are threatened or
     contemplated by governmental authorities or threatened by others; and


                                      -4-


          (j) The Company is not and, after giving effect to the offering and
     sale of the Securities, will not be an "investment company", as such term
     is defined in the Investment Company Act of 1940, as amended (the
     "Investment Company Act").


     3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release
of such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

     4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by wire transfer,
certified check, official bank check or checks, payable to the order of the
Company in the funds specified in such Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date being herein called the "Time of Delivery" for such
Securities.

     5. The Company agrees with each of the Underwriters of any Designated
Securities:

          (a) To prepare the Prospectus as amended and supplemented in relation
     to the applicable Designated Securities in a form approved by the
     Representatives and to file such Prospectus pursuant to Rule 424(b) under
     the Act not later than the Commission's close of business on the second
     business day following the execution and delivery of the Pricing Agreement
     relating to the applicable Designated Securities or, if applicable, such
     earlier time as may be required by Rule 424(b); to make no further
     amendment or any supplement to the Registration Statement or Prospectus as
     amended or supplemented after the date of the Pricing Agreement relating
     to such Securities and prior to the Time of Delivery for such Designated
     Securities which shall be disapproved by the Representatives for such
     Designated Securities promptly after reasonable notice thereof; to advise
     the Representatives promptly of any such amendment or supplement after
     such Time of Delivery and furnish the Representatives with copies thereof;
     to file promptly all reports and any definitive proxy or information
     statements required to be filed by the Company with the Commission
     pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so
     long as the delivery of a prospectus is required in connection with the
     offering or sale of such Designated Securities, and during such same
     period to advise the Representatives, promptly after it receives notice
     thereof, of the time when any amendment to the Registration Statement has
     been filed or becomes effective or any supplement to the Prospectus or any
     amended Prospectus has been filed with the Commission, of the issuance by
     the Commission of any stop order or of any order preventing or suspending
     the use of any prospectus relating to the Securities or Warrants, of the
     suspension of the qualification of such Securities or Warrants for
     offering or sale in any jurisdiction, of the initiation or threatening of
     any proceeding for any such purpose, or of any request by the Commission
     for the amending or supplementing of the Registration Statement or
     Prospectus or for additional information; and, in the event of the
     issuance of any such stop order or of any such order preventing or
     suspending the use of any prospectus relating to the Securities or
     Warrants or suspending any such qualification, to use promptly its best
     efforts to obtain its withdrawal;

          (b) Promptly from time to time to take such action as the
     Representatives may reasonably request to qualify such Securities and
     Warrants for offering and sale under the securities laws of such
     jurisdictions as the Representatives may request and to comply with such
     laws so as to permit the continuance of sales and dealings therein in such
     jurisdictions for as long as may be necessary to complete the distribution
     of such Securities and Warrants, provided that in connection therewith the
     Company shall not be required to qualify as a foreign corporation or to
     file a general consent to service of process in any jurisdiction;


                                      -5-


          (c) To furnish the Underwriters with written and electronic copies of
     the Prospectus as amended or supplemented in such quantities as the
     Representatives may from time to time reasonably request, and, if the
     delivery of a prospectus is required at any time in connection with the
     offering or sale of the Designated Securities and if at such time any
     event shall have occurred as a result of which the Prospectus as then
     amended or supplemented would include an untrue statement of a material
     fact or omit to state any material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they
     were made when such Prospectus is delivered, not misleading, or, if for
     any other reason it shall be necessary during such same period to amend or
     supplement the Prospectus or to file under the Exchange Act any document
     incorporated by reference in the Prospectus in order to comply with the
     Act, the Exchange Act or the Trust Indenture Act, to notify the
     Representatives and upon their request to file such document and to
     prepare and furnish without charge to each Underwriter and to any dealer
     in securities as many written and electronic copies as the Representatives
     may from time to time reasonably request of an amended Prospectus or a
     supplement to the Prospectus which will correct such statement or omission
     or effect such compliance and in case the Representatives or any of the
     Underwriters or any dealer in securities is required to deliver a
     prospectus in connection with sales of any Designated Securities at any
     time nine months or more after the time of issue of the Prospectus as
     amended or supplemented relating to such Designated Securities, then upon
     the request of the Representatives, but at the expense of the
     Representatives, the relevant Underwriters or the relevant dealers in
     securities, as the case may be, the Company shall prepare and deliver to
     the Representatives, such Underwriters or such dealers in securities as
     many copies as the Representatives may request of any amended or
     supplemented prospectus complying with Section 10(a)(3) of the Act;

          (d) To make generally available to its securityholders as soon as
     practicable, but in any event not later than eighteen months after the
     effective date of the Registration Statement (as defined in Rule 158(c)
     under the Act), an earnings statement of the Company and its subsidiaries
     (which need not be audited) complying with Section 11 (a) of the Act and
     the rules and regulations of the Commission thereunder (including at the
     option of the Company Rule 158 under the Act); and

          (e) During the period beginning from the date of the Pricing
     Agreement for such Designated Securities and continuing to and including
     the earlier of (i) the termination of trading restrictions for such
     Designated Securities, as notified to the Company by the Representatives
     and (ii) the Time of Delivery for such Designated Securities, not to
     offer, sell, contract to sell or otherwise dispose of any debt securities
     of the Company which mature more than one year after such Time of Delivery
     and which are substantially similar to such Designated Securities, without
     the prior written consent of the Representatives.

     6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities and Warrants under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal
Investment Memoranda and any other documents in connection with the offering,
purchase, sale and delivery of the Securities and Warrants; (iii) all expenses
in connection with the qualification of the Securities and Warrants for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky and legal investment surveys; (iv) any fees charged by securities
rating services for rating the Securities; (v) the cost of preparing the
Securities or Warrants; (vi) the fees and expenses of any Trustee or Warrant
Agent and any agent of any Trustee or Warrant Agent and the fees and
disbursements of counsel for any Trustee or Warrant Agent in connection with
any Indenture, Warrant Agreement, the Securities and the Warrants; and (vii)
all other costs and expenses incident to the


                                      -6-


Company's performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees
of their counsel, transfer taxes on resale of any of the Securities by them,
and any advertising expenses connected with any offers they may make.

     7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

          (a) The Prospectus as amended or supplemented in relation to the
     applicable Designated Securities shall have been filed with the Commission
     pursuant to Rule 424(b) within the applicable time period prescribed for
     such filing by the rules and regulations under the Act and in accordance
     with Section 5 (a) hereof; no stop order suspending the effectiveness of
     the Registration Statement or any part thereof shall have been issued and
     no proceeding for that purpose shall have been initiated or threatened by
     the Commission; and all requests for additional information on the part of
     the Commission shall have been complied with to the Representatives'
     reasonable satisfaction;

          (b) Counsel for the Underwriters shall have furnished to the
     Representatives such opinion or opinions, dated the Time of Delivery for
     such Designated Securities, with respect to the incorporation of the
     Company, the validity of the Indenture and any Warrant Agreement, the
     Designated Securities, the Registration Statement, the Prospectus as
     amended or supplemented and other related matters as the Representatives
     may reasonably request, and such counsel shall have received such papers
     and information as they may reasonably request to enable them to pass upon
     such matters;

          (c) The General Counsel for the Company or Counsel for the Company
     satisfactory to the Representatives shall have furnished to the
     Representatives their written opinion, dated the Time of Delivery for such
     Designated Securities, in form and substance reasonably satisfactory to
     the Representatives, to the effect that:

               (i) The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the
          State of New Jersey, with power and authority (corporate and other)
          to own its properties and conduct its business as described in the
          Prospectus as amended or supplemented;

               (ii) The Company has been duly qualified as a foreign
          corporation for the transaction of business and is in good standing
          under the laws of each jurisdiction other than that of its
          incorporation in which it owns or leases properties, or conducts any
          business, so as to require such qualification and where the failure
          to so qualify would have a material adverse effect on the Company
          (such counsel being entitled to rely in respect of the opinion in
          this clause upon opinions of local counsel and in respect of matters
          of fact upon certificates of officers of the Company, provided that
          such counsel shall state that such counsel believes that both the
          Representatives and such counsel are justified in relying upon such
          opinions and certificates);

               (iii) The Company has an authorized capitalization as set forth
          in the Prospectus as amended or supplemented and all of the issued
          shares of capital stock of the Company have been duly and validly
          authorized and issued and are fully paid and nonassessable;

               (iv) Each subsidiary of the Company has been duly incorporated
          and is validly existing as a corporation in good standing under the
          laws of its jurisdiction of incorporation and has been duly qualified
          as a foreign corporation for the transaction of business and is in
          good standing under the laws of each other jurisdiction in which it
          owns or leases properties, or


                                      -7-


          conducts any business, so as to require such qualification and where
          the failure to so qualify would have a material adverse effect on the
          Company and its subsidiaries taken as a whole; and all of the issued
          shares of capital stock of each such subsidiary have been duly and
          validly authorized and issued, are fully paid and non-assessable and
          (except for directors' qualifying shares and minority interests
          reflected in the Company's consolidated financial statements included
          or incorporated in the Prospectus) are owned directly or indirectly
          by the Company, free and clear of all liens, encumbrances, equities
          or claims (such counsel being entitled to rely in respect of the
          opinion in this clause upon opinions of local counsel and in respect
          of matters of fact upon certificates of officers of the Company or
          its subsidiaries, provided that such counsel shall state that such
          counsel believes that both the Representatives and such counsel are
          justified in relying upon such opinions and certificates);

               (v) To the best of such counsel's knowledge and other than as
          set forth in the Prospectus, there are no legal or governmental
          proceedings pending to which the Company or any of its subsidiaries
          is a party or of which any property of the Company or any of its
          subsidiaries is the subject (other than litigation incident to the
          kind of business conducted by the Company and its subsidiaries)
          which, if determined adversely to the Company or any of its
          subsidiaries, would individually or in the aggregate have a material
          adverse effect on the Company and its subsidiaries taken as a whole;
          and, to the best of such counsel's knowledge, no such proceedings are
          threatened or contemplated by governmental authorities or threatened
          by others;

               (vi) This Agreement and the Pricing Agreement with respect to
          the Designated Securities have been duly authorized, executed and
          delivered by the Company;

               (vii) The Designated Securities have been duly authorized,
          executed, authenticated or countersigned, issued and delivered and
          constitute valid and legally binding obligations of the Company
          entitled to the benefits provided by the Indenture or the Warrant
          Agreement; and the Designated Securities and the Indenture conform to
          the descriptions thereof in the Prospectus as amended or
          supplemented;

               (viii) The Indenture has been duly authorized, executed and
          delivered by the Company and constitutes a valid and legally binding
          instrument, enforceable in accordance with its terms, subject, as to
          enforcement, to bankruptcy, insolvency, reorganization and other laws
          of general applicability relating to or affecting creditors' rights
          and to general equity principles; and the Indenture has been duly
          qualified under the Trust Indenture Act;

               (ix) When Securities have been issued and delivered upon
          exercise of the Warrants pursuant to the Warrant Agreement, such
          Securities will have been duly executed, authenticated, issued and
          delivered and will constitute valid and legally binding obligations
          of the Company entitled to the benefits provided by the Indenture;
          the Warrant Agreement constitutes a valid and legally binding
          instrument, enforceable in accordance with its terms, subject, as to
          enforcement, to bankruptcy, insolvency, reorganization and other laws
          of general applicability relating to or affecting creditors' rights
          and to general equity principles; and the Warrant Agreement conforms,
          and the Securities issuable upon exercise of the Warrants will
          conform, to the descriptions thereof contained in the Prospectus as
          amended or supplemented with respect to such Designated Securities;

               (x) The issue and sale of the Designated Securities and the
          compliance by the Company with all of the provisions of the
          Designated Securities, the Indenture, the Warrant Agreement, this
          Agreement and the Pricing Agreement with respect to the Designated
          Securities and the consummation of the transactions herein and
          therein contemplated will not conflict with or result in a breach or
          violation of any of the terms or provisions of, or constitute a
          default under, any indenture, mortgage, deed of trust, loan agreement
          or other agreement or instrument known to such counsel to which the
          Company or any of its subsidiaries is a party or by which the Company
          or any of its subsidiaries is bound or to


                                      -8-


          which any of the property or assets of the Company or any of its
          subsidiaries is subject, nor will such actions result in any
          violation of the provisions of the Certificate of Incorporation, as
          amended, or Bylaws of the Company or any statute or any order, rule
          or regulation known to such counsel of any court or governmental
          agency or body having jurisdiction over the Company or any of its
          subsidiaries or any of their properties;

               (xi) No consent, approval, authorization, order, registration or
          qualification of or with any such court or governmental agency or
          body is required for the issue and sale of the Designated Securities
          or the consummation by the Company of the transactions contemplated
          by this Agreement or such Pricing Agreement, the Indenture or the
          Warrant Agreement, except such as have been obtained under the Act
          and the Trust Indenture Act and such consents, approvals,
          authorizations, registrations or qualifications as may be required
          under state securities or Blue Sky laws in connection with the
          purchase and distribution of the Designated Securities by the
          Underwriters;

               (xii) The documents incorporated by reference in the Prospectus
          as amended or supplemented (other than the financial statements and
          related schedules or other financial data included or incorporated by
          reference therein, as to which such counsel need express no opinion),
          when they became effective or were filed with the Commission, as the
          case may be, complied as to form in all material respects with the
          requirements of the Act or the Exchange Act, as applicable, and the
          rules and regulations of the Commission thereunder; and such counsel
          has no reason to believe that any of such documents, when they became
          effective or were so filed, as the case may be, contained, in the
          case of a registration statement which became effective under the
          Act, an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, or, in the case of other documents
          which were filed under the Act or the Exchange Act with the
          Commission, an untrue statement of a material fact or omitted to
          state a material fact necessary in order to make the statements
          therein, in the light of the circumstances under which they were made
          when such documents were so filed, not misleading; and

               (xiii) The Registration Statement and the Prospectus as amended
          or supplemented and any further amendments and supplements thereto
          made by the Company prior to the Time of Delivery for the Designated
          Securities (other than the financial statements and related schedules
          or other financial data included or incorporated by reference
          therein, as to which such counsel need express no opinion) comply as
          to form in all material respects with the requirements of the Act and
          the Trust Indenture Act and the rules and regulations thereunder;
          such counsel has no reason to believe that, as of its effective date,
          the Registration Statement or any further amendment thereto made by
          the Company prior to the Time of Delivery (other than the financial
          statements and related schedules or other financial data included or
          incorporated by reference therein, as to which such counsel need
          express no opinion) contained an untrue statement of a material fact
          or omitted to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading or that, as
          of its date, the Prospectus as amended or supplemented or any further
          amendment or supplement thereto made by the Company prior to the Time
          of Delivery (other than the financial statements and related
          schedules or other financial data included or incorporated by
          reference therein, as to which such counsel need express no opinion)
          contained an untrue statement of a material fact or omitted to state
          a material fact necessary to make the statements therein, in light of
          the circumstances in which they were made, not misleading or that, as
          of the Time of Delivery, either the Registration Statement or the
          Prospectus as amended or supplemented or any further amendment or
          supplement thereto made by the Company prior to the Time of Delivery
          (other than the financial statements and related schedules or other
          financial data included or incorporated by reference therein, as to
          which such counsel need express no opinion) contains an untrue
          statement of a material fact or omits to state a material fact
          necessary to make the


                                      -9-


          statements therein, in light of the circumstances in which they were
          made, not misleading; and such counsel does not know of any amendment
          to the Registration Statement required to be filed or any contracts
          or other documents of a character required to be filed as an exhibit
          to the Registration Statement or required to be incorporated by
          reference into the Prospectus as amended or supplemented or required
          to be described in the Registration Statement or the Prospectus as
          amended or supplemented which are not filed or incorporated by
          reference or described as required;

          (d) At the Time of Delivery for such Designated Securities, the
     independent accountants of the Company who have certified the financial
     statements of the Company and its subsidiaries included or incorporated by
     reference in the Registration Statement shall have furnished to the
     Representatives a letter dated such Time of Delivery to the effect set
     forth in Annex II hereto, and as to such other matters as the
     Representatives may reasonably request and in form and substance
     satisfactory to the Representatives;

          (e) (i) Neither the Company nor any of its subsidiaries shall have
     sustained since the date of the latest audited financial statements
     included or incorporated by reference in the Prospectus as amended or
     supplemented any loss or interference with its business from fire,
     explosion, flood or other calamity, whether or not covered by insurance,
     or from any labor dispute or court or governmental action, order or
     decree, otherwise than as set forth or contemplated in the Prospectus as
     amended or supplemented, and (ii) since the respective dates as of which
     information is given in the Prospectus as amended or supplemented there
     shall not have been any change in the capital stock (other than issuance
     of shares under the Company's option, stock award or savings plans or upon
     conversion of outstanding convertible debt of the Company) or longterm
     debt of the Company or any of its subsidiaries or any change, or any
     development involving a prospective change, in or affecting the general
     affairs, management, financial position, stockholders' equity or results
     of operations of the Company and its subsidiaries, otherwise than as set
     forth or contemplated in the Prospectus as amended or supplemented, the
     effect of which, in any such case described in Clause (i) or (ii), is in
     the judgment of the Representatives so material and adverse as to make it
     impracticable or inadvisable to proceed with the public offering or the
     delivery of the Designated Securities on the terms and in the manner
     contemplated in the Prospectus as amended or supplemented;

          (f) On or after the date of the Pricing Agreement relating to the
     Designated Securities (i) no downgrading shall have occurred in the rating
     accorded the Company's debt securities by any "nationally recognized
     statistical rating organization," as that term is defined by the
     Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such
     organization shall have publicly announced that it has under surveillance
     or review, with possible negative implications, its rating of any of the
     Company's debt securities or preferred stock;

          (g) On or after the date of the Pricing Agreement relating to the
     Designated Securities there shall not have occurred any of the following:
     (i) a suspension or material limitation in trading in securities generally
     on the New York Stock Exchange; (ii) a suspension or material limitation
     in trading in the Company's securities on the New York Stock Exchange;
     (iii) a general moratorium on commercial banking activities in New York
     declared by either Federal or New York State authorities or a material
     disruption in commercial banking or securities settlement or clearance
     services in the United States; or (iv) the outbreak or escalation of
     hostilities involving the United States or the declaration by the United
     States of a national emergency or war, if the effect of any such event
     specified in clause (iv) in the judgment of the Representatives makes it
     impracticable or inadvisable to proceed with the public offering or the
     delivery of the Designated Securities on the terms and in the manner
     contemplated by the Prospectus as amended and supplemented; and

          (h) The Company shall have furnished or caused to be furnished to the
     Representatives at the Time of Delivery for the Designated Securities
     certificates of officers of the Company reasonably satisfactory to the
     Representatives as to the accuracy of the representations and


                                     -10-


     warranties of the Company herein at and as of such Time of Delivery, as to
     the performance by the Company of all of its obligations hereunder to be
     performed at or prior to such Time of Delivery, as to the matters set
     forth in subsections (a) and (e) of this Section and as to such other
     matters as the Representatives may reasonably request.

     8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities or Warrants,
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities or Warrants, or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter of Designated Securities through the Representatives
expressly for use in the Prospectus as amended or supplemented relating to such
Securities or Warrants and provided, further, that the Company shall not be
liable to any Underwriter under the indemnity of this subsection (a) with
respect to any Preliminary Prospectus to the extent that any such loss, claim,
damage or liability of such Underwriter results from the fact that such
Underwriter sold Designated Securities to a person to whom there was not sent
or given at or prior to the written confirmation of such sale, a copy of the
Prospectus as amended or supplemented relating to such Designated Securities
(excluding documents incorporated by reference) if the Company has previously
furnished copies thereof to such Underwriter.

          (b) Each Underwriter will indemnify and hold harmless the Company
     against any losses, claims, damages or liabilities to which the Company
     may become subject, under the Act or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out
     of or are based upon an untrue statement or alleged untrue statement of a
     material fact contained in any Preliminary Prospectus, any preliminary
     prospectus supplement, the Registration Statement, the Prospectus as
     amended or supplemented and any other prospectus relating to the
     Securities or Warrants, or any amendment or supplement thereto, or arise
     out of or are based upon the omission or alleged omission to state therein
     a material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, but only to
     the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in any Preliminary Prospectus, any
     preliminary prospectus supplement, the Registration Statement, the
     Prospectus as amended or supplemented and any other prospectus relating to
     the Securities or Warrants, or any such amendment or supplement in
     reliance upon and in conformity with written information furnished to the
     Company by such Underwriter through the Representatives expressly for use
     therein; and will reimburse the Company for any legal or other expenses
     reasonably incurred by the Company in connection with investigating or
     defending any such action or claim as such expenses are incurred.

          (c) Promptly after receipt by an indemnified party under subsection
     (a) or (b) above of notice of the commencement of any action, such
     indemnified party shall, if a claim in respect thereof is to be made
     against the indemnifying party under such subsection, notify the
     indemnifying party in writing of the commencement thereof; but the
     omission so to notify the indemnifying party shall not relieve it from any
     liability which it may have to any indemnified party otherwise than under
     such subsection. In case any such action shall be brought against any
     indemnified party and it shall notify the indemnifying party of the
     commencement thereof, the indemnifying party shall be entitled


                                     -11-


     to participate therein and, to the extent that it shall wish, jointly with
     any other indemnifying party similarly notified, to assume the defense
     thereof, with counsel satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party) provided that in the event of such assumption the
     action may not be compromised or settled by the indemnifying party without
     the consent of the indemnified party, which consent shall not be
     unreasonably withheld. After notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, the
     indemnifying party shall not be liable to such indemnified party under
     such subsection for any legal expenses of other counsel or any other
     expenses, in each case subsequently incurred by such indemnified party, in
     connection with the defense thereof other than reasonable costs of
     investigation. The indemnifying party shall not be liable to the
     indemnified party pursuant to the provisions of this Section 8 in respect
     of any action compromised or settled by the indemnified party, unless the
     written consent of the indemnifying party shall have been obtained to such
     compromise or settlement (which consent shall not be unreasonably
     withheld).

          (d) If the indemnification provided for in this Section 8 is
     unavailable to or insufficient to hold harmless an indemnified party under
     subsection (a) or (b) above in respect of any losses, claims, damages or
     liabilities (or actions in respect thereof) referred to therein, then each
     indemnifying party shall contribute to the amount paid or payable by such
     indemnified party as a result of such losses, claims, damages or
     liabilities (or actions in respect thereof) in such proportion as is
     appropriate to reflect the relative benefits received by the Company on
     the one hand and the Underwriters of the Designated Securities on the
     other from the offering of the Designated Securities to which such loss,
     claim, damage or liability (or action in respect thereof) relates. If,
     however, the allocation provided by the immediately preceding sentence is
     not permitted by applicable law or if the indemnified party failed to give
     the notice required under subsection (c) above, then each indemnifying
     party shall contribute to such amount paid or payable by such indemnified
     party in such proportion as is appropriate to reflect not only such
     relative benefits but also the relative fault of the Company on the one
     hand and the Underwriters of the Designated Securities on the other in
     connection with the statements or omissions which resulted in such losses,
     claims, damages or liabilities (or actions in respect thereof), as well as
     any other relevant equitable considerations. The relative benefits
     received by the Company on the one hand and such Underwriters on the other
     shall be deemed to be in the same proportion as the total net proceeds
     from such offering (before deducting expenses) received by the Company
     bear to the total underwriting discounts and commissions received by such
     Underwriters. The relative fault shall be determined by reference to,
     among other things, whether the untrue or alleged untrue statement of a
     material fact or the omission or alleged omission to state a material fact
     relates to information supplied by the Company on the one hand or such
     Underwriters on the other and the parties' relative intent, knowledge,
     access to information and opportunity to correct or prevent such statement
     or omission. The Company and the Underwriters agree that it would not be
     just and equitable if contribution pursuant to this subsection (d) were
     determined by pro rata allocation (even if the Underwriters were treated
     as one entity for such purpose) or by any other method of allocation which
     does not take account of the equitable considerations referred to above in
     this subsection (d). The amount paid or payable by an indemnified party as
     a result of the losses, claims, damages or liabilities (or actions in
     respect thereof) referred to above in this subsection (d) shall be deemed
     to include any legal or other expenses reasonably incurred by such
     indemnified party in connection with investigating or defending any such
     action or claim. Notwithstanding the provisions of this subsection (d), no
     Underwriter shall be required to contribute any amount in excess of the
     amount by which the total price at which the applicable Designated
     Securities underwritten by it and distributed to the public were offered
     to the public exceeds the amount of any damages which such Underwriter has
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall
     be entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation. The obligations of the


                                     -12-


     Underwriters of Designated Securities in this subsection (d) to contribute
     are several in proportion to their respective underwriting obligations
     with respect to such Securities and not joint.

          (e) The obligations of the Company under this Section 8 shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each person, if any, who
     controls any Underwriter within the meaning of the Act; and the
     obligations of the Underwriters under this Section 8 shall be in addition
     to any liability which the respective Underwriters may otherwise have and
     shall extend, upon the same terms and conditions, to each officer and
     director of the Company and to each person, if any, who controls the
     Company within the meaning of the Act.

     9. (a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within
the respective prescribed period, the Representatives notify the Company that
they have so arranged for the purchase of such Designated Securities, or the
Company notifies the Representatives that it has so arranged for the purchase
of such Designated Securities, the Representatives or the Company shall have
the right to postpone the Time of Delivery for such Designated Securities for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to the Pricing
Agreement with respect to such Designated Securities.

          (b) If, after giving effect to any arrangements for the purchase of
     the Designated Securities of a defaulting Underwriter or Underwriters by
     the Representatives and the Company as provided in subsection (a) above,
     the aggregate principal amount of such Designated Securities which remains
     unpurchased does not exceed one-eleventh of the aggregate principal amount
     of the Designated Securities, then the Company shall have the right to
     require each non-defaulting Underwriter to purchase the principal amount
     of Designated Securities which such Underwriter agreed to purchase under
     the Pricing Agreement relating to such Designated Securities and, in
     addition, to require each non-defaulting Underwriter to purchase its pro
     rata share (based on the principal amount of Designated Securities which
     such Underwriter agreed to purchase under such Pricing Agreement) of the
     Designated Securities of such defaulting Underwriter or Underwriters for
     which such arrangements have not been made; but nothing herein shall
     relieve a defaulting Underwriter from liability for its default.

          (c) If, after giving effect to any arrangements for the purchase of
     the Designated Securities of a defaulting Underwriter or Underwriters by
     the Representatives and the Company as provided in subsection (a) above,
     the aggregate principal amount of Designated Securities which remains
     unpurchased exceeds one-eleventh of the aggregate principal amount of the
     Designated Securities, as referred to in subsection (b) above, or if the
     Company shall not exercise the right described in subsection (b) above to
     require non-defaulting Underwriters to purchase Designated Securities of a
     defaulting Underwriter or Underwriters, then the Pricing Agreement
     relating to such Designated Securities shall thereupon terminate, without
     liability on the part of any non-defaulting Underwriter or the Company,
     except for the expenses to be borne by the Company and the Underwriters as
     provided in Section 6 hereof and the indemnity and contribution agreements
     in Section 8 hereof; but nothing herein shall relieve a defaulting
     Underwriter from liability for its default.


                                     -13-


     10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Designated Securities.

     11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Designated Securities are not delivered by or on behalf of the Company
as provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Section 6 and Section 8 hereof.

     12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to the address of the Representatives as set forth in
the Pricing Agreement; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company set forth
in the Registration Statement: Attention: Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by mail, telex or facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire, or telex constituting
such Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.


                                     -14-


     13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

     14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

     15. This Agreement and each Pricing Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

     16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each
of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.

     17. The Company is authorized, subject to applicable law, to disclose any
and all aspects of this potential transaction that are necessary to support any
U.S. federal income tax benefits expected to be claimed with respect to such
transaction, and all materials of any kind (including tax opinions and other
tax analyses) related to those benefits, without the Underwriters imposing any
limitation of any kind.


                                        Very truly yours,

                                        Becton, Dickinson and Company


                                        By: ______________________________
                                             Name:
                                             Title:



                                     -15-



                                                                        ANNEX I


                               Pricing Agreement


[Names of CoRepresentative(s),]
    As Representatives of the several
    Underwriters named in Schedule I hereto,

                                                    ...................., 20...

Dear Sirs:

     Becton, Dickinson and Company, a New Jersey corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated .............., 20... (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities [and the Warrants] specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and
warranty which refers to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of
the Underwriting Agreement in relation to the Prospectus (as therein defined),
and also a representation and warranty as of the date of this Pricing Agreement
in relation to the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

     Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.





     If the foregoing is in accordance with your understanding, please sign and
return to us [     ] counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination upon request, but
without warranty on the part of the Representatives as to the authority of the
signers thereof.


                                          Very truly yours,

                                          Becton, Dickinson and Company


                                          By: ..................................
                                               Name:
                                               Title:


Accepted as of the date hereof:

[Name(s) of Co-Representative(s)]



                                      -2-



                                   SCHEDULE I


                                              Principal Amount of
                                                  Designated
                                               Securities to be
         Underwriter                               Purchased
         -----------                          -------------------
                                              $











                                              -------------------
     Total..........................          $
                                              ===================



                                      -1-



                                  SCHEDULE II


[to be completed if Designated Securities are Debt Securities]

Title of Designated Securities:

     [   %] [Floating Rate] [Zero Coupon] [Notes]
     [Debentures] due

Aggregate principal amount:

     [$]

Price to Public:

     % of the principal amount of the Designated Securities, plus accrued
     interest from           to            ]
     [and accrued amortization, if any, from           to            ]

Purchase Price by Underwriters:

     % of the principal amount of the Designated Securities, plus accrued
     interest from           to            ]
     [and accrued amortization, if any, from           to            ]

Form of Designated Securities:

     [Book-entry only form represented by one or more global securities
     deposited with The Depository Trust Company ("DTC") or its designated
     custodian, to be made available for checking by the Representatives at
     least twenty-four hours prior to the Time of Delivery at the office of
     DTC.]

Specified funds for payment of purchase price:

     Federal (same day) funds

Indenture:

     Indenture dated           ,  19  , between the Company and The Chase
     Manhattan Bank, as Trustee

Maturity:



Interest Rate:

      [   %] [Zero Coupon] [See Floating Rate Provisions]

Interest Payment Dates:

      [months and dates]

Redemption Provisions:

      [No provisions for redemption]

      [The Designated Securities may be redeemed, otherwise than through the
      sinking fund, in whole or in part at the option of the Company, in the
      amount of [$] or an integral multiple thereof,



      [on or after            ,      at the following redemption prices
      (expressed in percentages of principal amount). If [redeemed on or before
                   ,    %, and if] redeemed during the 12month period
      beginning             ,

                       Year               Redemption Price
                       ----               ----------------


      and thereafter at 100% of their principal amount, together in each case
      with accrued interest to the redemption date.]

      [on any interest payment date falling in or after              ,
      at the election of the Company, at a redemption price equal to the
      principal amount thereof, plus accrued interest to the date of
      redemption.]

      [Other possible redemption provisions, such as mandatory redemption
      upon occurrence of certain events or redemption for changes in tax law]

      [Restriction on refunding]

Sinking Fund Provisions:

      [No sinking fund provisions]

      [The Designated Securities are entitled to the benefit of a sinking
      fund to retire [$] principal amount of Designated Securities on
      in each of the years          through          at 100% of their principal
      amount plus accrued interest] [,together with [cumulative] [noncumulative]
      redemptions at the option of the Company to retire an additional [[$]
      principal amount of Designated Securities in the years       through
      at 100% of their principal amount plus accrued interest].

            [If Securities are extendable debt Securities, insert--

Extendable provisions:

      Securities are repayable on              ,    [insert date and years], at
      the option of the holder, at their principal amount with accrued interest.
      Initial annual interest rate will be    %, and thereafter annual interest
      rate will be adjusted on            ,    and    to a rate not less than
          % of the effective annual interest rate on U.S. Treasury obligations
      with         year maturities as of the [insert date 15 days prior to
      maturity date] prior to such [insert maturity date].]

           [If Securities are Floating Rate debt Securities, insert--

Floating rate provisions:

      Initial annual interest rate will be    % through         [and thereafter
      will be adjusted [monthly] [on each       ,       ,     and ] [to an
      annual rate of    % above the average rate for         year [month]
      [securities] [certificates of deposit] issued by             and [insert
      names of banks].] [and the annual interest rate [thereafter] [from
      through         ] will be the interest yield equivalent of the weekly
      average per annum market discount rate for          month Treasury bills
      plus    % of Interest Differential (the excess, if any, of (i) then
      current weekly average per annum secondary market yield for month
      certificates of deposit over (ii) then current interest yield equivalent
      of the weekly average per annum market discount rate for        month
      Treasury bills); [from          and thereafter the rate will be the then
      current interest yield equivalent plus    % of Interest Differential].]


                                      -2-



Defeasance provisions:




Time of Delivery:




Closing Location:




Names and addresses of Representatives:

    Designated Representatives:

    Address for Notices, etc.:

[Other Terms]:

[Terms of any Warrants]




                                      -3-



                                                                       ANNEX II


     Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish a letter to the Underwriters to the effect that:

          (i) They are independent public accountants with respect to the
     Company and its subsidiaries within the meaning of the Act and the
     applicable published rules and regulations thereunder;

          (ii) In their opinion, the financial statements and any supplementary
     financial information and schedules examined by them and included or
     incorporated by reference in the Prospectus comply as to form in all
     material respects with the applicable accounting requirements of the Act
     or the Exchange Act, as applicable, and the published rules and
     regulations thereunder and, if applicable, they have made a review in
     accordance with standards established by the American Institute of
     Certified Public Accountants of the consolidated interim financial
     statements, selected financial data, pro forma financial information
     and/or condensed financial statements derived from audited financial
     statements of the Company for the periods specified in such letter, as
     indicated in their reports thereon, copies of which have been furnished to
     the representatives of the Underwriters (the "Representatives");

          (iii) On the basis of limited procedures, not constituting an audit,
     consisting of a reading of the unaudited financial statements and other
     information referred to below, a reading of the latest available interim
     financial statements of the Company and its subsidiaries, inspection of
     the minute books of the Company and certain of its subsidiaries since the
     date of the latest audited financial statements included or incorporated
     by reference in the Prospectus, inquiries of officials of the Company and
     certain of its subsidiaries responsible for financial and accounting
     matters and such other inquiries and procedures as may be specified in
     such letter, nothing came to their attention that caused them to believe
     that:

               (A) the unaudited consolidated statements of income,
          consolidated balance sheets and consolidated statements of changes in
          financial position included or incorporated by reference in the
          Company's Quarterly Reports on Form 10Q incorporated by reference in
          the Prospectus do not comply as to form in all material respects with
          the applicable accounting requirements of the Exchange Act and the
          published rules and regulations thereunder or are not stated on a
          basis substantially consistent with the basis for the audited
          consolidated statements of income, consolidated balance sheets and
          consolidated statements of changes in financial position included or
          incorporated by reference in the Company's Annual Report on Form 10K
          for the most recent fiscal year;

               (B) any other unaudited income statement data and balance sheet
          items included in the Prospectus do not agree with the corresponding
          amounts in the unaudited consolidated financial statements from which
          such items were derived, and any such unaudited data and items were
          not determined on a basis substantially consistent with the basis for
          the corresponding amounts in the audited consolidated financial
          statements included or incorporated by reference in the Company's
          Annual Report on Form 10K for the most recent fiscal year;

               (C) the unaudited financial statements which were not included
          in the Prospectus but from which were derived any unaudited
          consolidated financial data referred to in Clause (A) and any
          unaudited income statement data and balance sheet items included in
          the Prospectus and referred to in Clause (B) were not determined on a
          basis for the audited consolidated financial statements included or
          incorporated by reference in the Company's Annual Report on Form 10K
          for the most recent fiscal year;

               (D) any unaudited pro forma consolidated condensed financial
          statements included or incorporated by reference in the Prospectus do
          not comply as to form in all material respects



          with the applicable accounting requirements of the Act and the
          published rules and regulations thereunder or the pro forma
          adjustments have not been properly applied to the historical amounts
          in the compilation of those statements;

               (E) as of the date of the most recent financial statements
          prepared by the Company, there have been any changes in the
          consolidated capital stock (other than issuances of capital stock
          upon exercise of options and stock appreciation rights, upon
          earn-outs of performance shares and upon conversions of convertible
          securities, in each case which were outstanding on the date of the
          latest balance sheet included or incorporated by reference in the
          Prospectus) or any increase in the consolidated long-term debt of the
          Company and its subsidiaries, or any decreases in consolidated net
          current assets or net assets or other items specified by the
          Representatives, or any increases in any items specified by the
          Representatives, in each case as compared with amounts shown in the
          latest balance sheet included or incorporated by reference in the
          Prospectus, except in each case for changes, increases or decreases
          which the Prospectus discloses have occurred or may occur or which
          are described in such letter; and

               (F) for the period from the date of the latest financial
          statements included or incorporated by reference in the Prospectus to
          the date of the most recent financial statements prepared by the
          Company there were any decreases in consolidated net sales or
          operating income or the total or per share amounts of consolidated
          net income or other items specified by the Representatives, or any
          increases in any items specified by the Representatives, in each case
          as compared with the comparable period of the preceding year and with
          any other period of corresponding length specified by the
          Representatives, except in each case for increases or decreases which
          the Prospectus discloses have occurred or may occur or which are
          described in such letter; and

          (iv) In addition to the examination referred to in their report(s)
     included or incorporated by reference in the Prospectus and the limited
     procedures, inspection of minute books, inquiries and other procedures
     referred to in paragraphs (ii) and (iii) above, they have carried out
     certain specified procedures, not constituting an examination in
     accordance with generally accepted auditing standards, with respect to
     certain amounts, percentages and financial information specified by the
     Representatives which are derived from the general accounting records of
     the Company and its subsidiaries, which appear in the Prospectus
     (excluding documents incorporated by reference), or in Part II of, or in
     exhibits and schedules to, the Registration Statement specified by the
     Representatives or in documents incorporated by reference in the
     Prospectus specified by the Representatives, and have compared certain of
     such amounts, percentages and financial information with the accounting
     records of the Company and its subsidiaries and have found them to be in
     agreement.

     All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Securities.



                                      -2-

EX-5

                                                           Exhibits 5 and 23(b)


                                                     March 25, 2003



Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ  07417-1880

Ladies and Gentlemen:

     You have requested me, as General Counsel for Becton, Dickinson and
Company, a New Jersey corporation (the "Company") to render my opinion
regarding certain matters in connection with the Registration Statement on Form
S-3 (the "Registration Statement") filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale from time to time of the Company's (a) senior debt
securities (the "Debt Securities"), which will be issued pursuant to an
indenture dated as of March 1, 1997 (the "Indenture") between the Company and
JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as trustee (the
"Trustee"); (b) shares of common stock, par value $1.00 per share, of the
Company (the "Common Stock") and related preferred stock purchase rights (the
"Rights"); (d) Warrants of the Company to purchase Debt Securities or Common
Stock (the "Warrants"), which may be issued pursuant to a warrant agreement
(the "Warrant Agreement") between the Company and a Warrant Agent to be named
(the "Warrant Agent"); (e) Purchase Contracts of the Company for the purchase
of securities, currencies or commodities (the "Purchase Contracts"), which may
be issued pursuant to a purchase contract agreement (the "Purchase Contract
Agreement") between the Company and a Purchase Contract Agent to be named (the
"Purchase Contract Agent"); and (f) Debt Securities, Common Stock, Warrants and
Purchase Contracts or any combination thereof that may be offered in the form
of units (the "Units").

     I or attorneys under my supervision upon whom I am relying have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as I have deemed necessary for the purposes of rendering this
opinion.

     On the basis of the foregoing, I am of the opinion that:

          1. The Indenture has been duly authorized, executed and delivered by
     the Company; when the specific terms of a particular series of Debt
     Securities have been duly authorized and established in accordance with
     the Indenture, and when such Debt Securities have been duly authorized,
     executed, authenticated, issued and delivered in accordance with the
     Indenture and any supplemental indenture to be entered into in connection
     with the issuance of any Debt Securities and the applicable underwriting
     or other agreement, such


                                       1


     Debt Securities will constitute valid and binding obligations of the
     Company, enforceable in accordance with their terms, subject to applicable
     bankruptcy, insolvency and similar laws affecting creditors' rights
     generally and equitable principles of general applicability.

          2. When the necessary corporate action on the part of the Company has
     been taken to authorize the issuance and sale of such shares of Common
     Stock and related Rights proposed to be sold by the Company, and when such
     shares of Common Stock and related Rights are issued and delivered in
     accordance with the applicable underwriting or other agreement, such
     shares of Common Stock will be validly issued, fully paid and
     non-assessable and the Rights will constitute valid and binding
     obligations of the Company, enforceable in accordance with their terms,
     subject to applicable bankruptcy, insolvency and similar laws affecting
     creditors' rights generally and equitable principles of general
     applicability.

          3. When the Warrant Agreement to be entered into in connection with
     the issuance of any Warrants has been duly authorized, executed and
     delivered by the Warrant Agent and the Company; the specific terms of the
     Warrants have been duly authorized and established in accordance with the
     Warrant Agreement; and such Warrants have been duly authorized, executed,
     issued and delivered in accordance with the Warrant Agreement and the
     applicable underwriting or other agreement, such Warrants will constitute
     valid and binding obligations of the Company, enforceable in accordance
     with their terms, subject to applicable bankruptcy, insolvency and similar
     laws affecting creditors' rights generally and equitable principles of
     general applicability.

          4. When the Purchase Contract Agreement to be entered into in
     connection with the issuance of any Purchase Contracts has been duly
     authorized, executed and delivered by the Purchase Contract Agent and the
     Company; the specific terms of the Purchase Contracts have been duly
     authorized and established in accordance with the Purchase Contract
     Agreement; and such Purchase Contracts have been duly authorized,
     executed, issued and delivered in accordance with the Purchase Contract
     Agreement and the applicable underwriting or other agreement, such
     Purchase Contracts will constitute valid and binding obligations of the
     Company, enforceable in accordance with their terms, subject to applicable
     bankruptcy, insolvency and similar laws affecting creditors' rights
     generally and equitable principles of general applicability.

     In connection with the opinions expressed above, I have assumed that, at
or prior to the time of the delivery of any such security, (i) the terms of
such security shall have duly established by, and the issuance and sale of such
security shall have been duly authorized by, the Board of Directors or pursuant
to authority delegated by the Board of Directors and such authorization shall
not have been modified or rescinded; (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated
or rescinded; and


                                       2


(iii) there shall not have occurred any change in law affecting the validity or
enforceability of such security. I have also assumed that none of the terms of
any security to be established subsequent to the date hereof, nor the issuance
and delivery of such security, nor the compliance by the Company with the terms
of such security will violate any applicable law or will result in a violation
of any provision of any instrument or agreement then binding upon the Company,
or any restriction imposed by any court or governmental body having
jurisdiction over the Company.

     I am a member of the Bar of the State of New York and attorneys under my
supervision upon whom I am relying are members of the Bar of the State of New
Jersey. The foregoing opinion is limited to the laws of the State of New York,
the federal laws of the United States of America and the Business Corporation
Act of the State of New Jersey.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, I consent to the reference to me under the
caption "Validity of Securities" in the prospectus.

     This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

                                                     Very truly yours,

                                                     /s/ BRIDGET M. HEALY

                                                     Bridget M. Healy




                                       3

EX-12

                                                                     EXHIBIT 12

                         Becton, Dickinson and Company
               Calculation of Ratio of Earnings to Fixed Charges

  (All Amounts in Millions except for the Ratio of Earnings to Fixed Charges)


                                                  (Unaudited)
                                                 -------------
                                                 Three Months
                                                 Ended Dec 31,                         Year Ended September 30,
                                                                --------------------------------------------------------------------
                                                     2002          2002          2001           2000           1999          1998
                                                 -------------  -----------   -----------    -----------    -----------   ----------
                                                                                                            
Earnings:

Income Before Income Taxes and Cumulative
      Effect of Change in Accounting Principle          $149.0       $628.6        $576.8         $519.9         $372.7       $340.9

Undistributed (Earnings)/Losses of Less Than
      50%-Owned Companies Carried at Equity                  -            -             -              -              -            -

Net Capitalized Interest                                   1.2         (3.0)        (17.1)         (15.7)          (6.4)         2.0

Fixed Charges                                             14.6         65.1          98.5          122.3          102.0         84.3
                                               ---------------  -----------   -----------    -----------    -----------   ----------

      Earnings as Adjusted                              $164.8       $690.7        $658.2         $626.5         $468.3       $427.2
                                               ===============  ===========   ===========    ===========    ===========   ==========


Fixed Charges:

      Interest Cost (1)                                  $12.9        $58.2         $90.2         $111.5          $91.4        $75.6

      Interest Allocable to Rents (2)                      1.6          6.6           7.9           10.4           10.1          8.1

      Amortization of Debt Expense                         0.1          0.3           0.4            0.4            0.5          0.6
                                               ---------------  -----------   -----------    ------------   -----------   ----------

        Fixed Charges                                    $14.6        $65.1         $98.5         $122.3         $102.0        $84.3
                                               ===============  ===========   ===========    ============   ===========   ==========


Ratio of Earnings to Fixed Charges                       11.29        10.61          6.68           5.12           4.59         5.07
                                               ===============  ===========   ===========    ============   ===========   ==========


(1)  Includes interest expense and interest capitalized in accordance with FASB
     Statement No. 34.

(2)  Represents an appropriate portion of rental expense.

EX-23.(A)

                                                                   EXHIBIT 23(a)


                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of Becton, Dickinson and Company (the
"Company") for the registration of $650,000,000 of its securities and the
related Prospectus contained therein, which includes an additional $100,000,000
of debt securities registered under the Company's Registration Statement No.
333-38193 (Form S-3) pursuant to Rule 429 under the Securities Act of 1933, and
to the incorporation by reference therein of our report dated November 6, 2002,
incorporated by reference in its Annual Report (Form 10-K) for the year ended
September 30, 2002 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.


                                                 /s/ Ernst & Young LLP
                                                 -------------------------------
                                                     Ernst & Young LLP

New York, New York
March 25, 2003

EX-24

                                                                     EXHIBIT 24


                               Power of Attorney


     KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
individuals, in his or her capacity as a director or officer, or both, as
hereinafter set forth below their signature, of Becton, Dickinson and Company,
a New Jersey corporation, hereby constitutes and appoints John R. Considine,
Bridget M. Healy and Gary M. DeFazio, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 for the
registration under the Securities Act of 1933, as amended, with respect to
$750,000,000 aggregate principal amount, which amount shall include any amounts
of securities previously registered and carried over, of debt securities,
common stock, warrants, purchase contracts and units and any and all amendments
(including post-effective amendments) thereto, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them or their or his or her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
25th day of March, 2003.


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


/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
(Principal Accounting Officer)







/s/ Harry N. Beaty, M.D.
- -------------------------------------
Harry N. Beaty, M.D.
Director


/s/ Henry P. Becton, Jr.
- -------------------------------------
Henry P. Becton, Jr.
Director


/s/ Frank A. Olson
- -------------------------------------
Frank A. Olson
Director


/s/ James F. Orr
- -------------------------------------
James F. Orr
Director


/s/ Willard J. Overlock, Jr.
- -------------------------------------
Willard J. Overlock, Jr.
Director


/s/ James E. Perrella
- -------------------------------------
James E. Perrella
Director


/s/ Bertram L. Scott
- -------------------------------------
Bertram L. Scott
Director


/s/ Alfred Sommer
- -------------------------------------
Alfred Sommer
Director


/s/ Margaretha af Ugglas
- -------------------------------------
Margaretha af Ugglas
Director



                                       2

EX-25

                                                                     EXHIBIT 25

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

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

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                 A TRUSTEE PURSUANT TO SECTION 305(b)(2)

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

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)


                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

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

                          BECTON, DICKINSON AND COMPANY
               (Exact name of obligor as specified in its charter)


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


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

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

                                Debt Securities,
                               Purchase Contracts,
                                      Units
                       (Title of the indenture securities)


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



                                                               GENERAL

Item 1.  General Information.

     Furnish the following information as to the trustee:

    (a)  Name and address of each examining or supervising authority to which it
is subject.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b)  Whether it is authorized to exercise corporate trust powers.

          Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

     If the obligor or any Guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.


                                      -2-



Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.


                                   SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 14th day of March, 2003.


                                                 JPMORGAN CHASE BANK


                                                 By /s/ Joanne Adamis
                                                    ----------------------------
                                                    Joanne Adamis
                                                    Vice President


                                       -3-





                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                 at the close of business December 31, 2002, in
        accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.


                                                                  Dollar Amounts
                     ASSETS                                        in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin .................................................$ 18,102
     Interest-bearing balances .........................................   8,392
Securities:
Held to maturity securities.............................................     396
Available for sale securities...........................................  79,372
Federal funds sold and securities purchased under
     agreements to resell ..............................................
     Federal funds sold in domestic offices                               16,164
     Securities purchased under agreements to resell                      67,327
Loans and lease financing receivables:
     Loans and leases held for sale.....................................  24,545
     Loans and leases, net of unearned income        $159,647
     Less: Allowance for loan and lease losses          3,572
     Loans and leases, net of unearned income and
     allowance ......................................................... 156,075
Trading Assets.......................................................... 194,198
Premises and fixed assets (including capitalized leases)................   6,280
Other real estate owned.................................................     104
Investments in unconsolidated subsidiaries and
     associated companies...............................................     678
Customers' liability to this bank on acceptances outstanding............     349
Intangible assets
        Goodwill........................................................   2,159
        Other Intangible assets.........................................   3,315
Other assets ............................................................ 44,932
TOTAL ASSETS ...........................................................$622,388
                                                                        ========


                                       -4-



                                   LIABILITIES
Deposits
     In domestic offices ...............................................$171,786
     Noninterest-bearing .............................$75,101
     Interest-bearing ................................ 96,685
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ............................................ 128,780
     Noninterest-bearing..............................$ 7,380
     Interest-bearing ................................121,400

Federal funds purchased and securities sold under agree- ments to repurchase:
     Federal funds purchased in domestic offices                           5,701
     Securities sold under agreements to repurchase                      120,579
Trading liabilities .................................................... 118,113
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)..........................   8,388
Bank's liability on acceptances executed and outstanding................     356
Subordinated notes and debentures ......................................   8,528
Other liabilities ......................................................  24,520
TOTAL LIABILITIES ...................................................... 586,751
Minority Interest in consolidated subsidiaries..........................      97

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...........................       0
Common stock ...........................................................   1,785
Surplus  (exclude all surplus related to preferred stock)...............  16,304
Retained earnings.......................................................  16,347
Accumulated other comprehensive income..................................   1,104
Other equity capital components.........................................       0
TOTAL EQUITY CAPITAL .................................................... 35,540
                                                                        --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                $622,388
                                                                        ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.


                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.


                                    WILLIAM B. HARRISON, JR. )
                                    ELLEN V. FUTTER          ) DIRECTORS
                                    FRANK A. BENNACK, JR.    )