SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549


                                 _______________



                                     FORM 8-K


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




         Date of Report (Date of earliest event reported):  January 28,
         1998



                          Becton, Dickinson and Company
                (Exact Name of Registrant as Specified in Charter)


             New Jersey              1-4802               22-0760120
         (State or Other    (Commission File Number)     (IRS Employer
         Jurisdiction of                              Identification No.)
         Incorporation)



                  1 Becton Drive
            Franklin Lakes, New Jersey                  07417-1880
          (Address of Principal Executive Offices)      (Zip Code)



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









         ITEM 5. OTHER EVENTS.

         On January 29, 1998, Becton, Dickinson and Company ("Becton
         Dickinson") announced in a press release that it has signed a
         definitive agreement to acquire the Medical Devices Division of
         Ohmeda, the health care business of The BOC Group, Inc., for
         approximately $452 million dollars in cash, subject to
         adjustment. Attached hereto as Exhibit 99, which is hereby
         incorporated herein by reference, is a copy of such press
         release.


         ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS,
         AND EXHIBITS.

              (c)  Exhibits

                   Exhibit 99     Becton, Dickinson and Company Press
                                  Release issued on January 29, 1998.










































                                    SIGNATURES

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

                                    BECTON DICKINSON AND COMPANY



                                    By:  /s/ Bridget M. Healy           
                                    Name:   Bridget M. Healy
                                    Title:  Vice President, Secretary,
                                            and Associate General
                                            Counsel

         Date:  February 3, 1998











































                                INDEX TO EXHIBITS

         Exhibit
         Number                       Description

         99           Becton, Dickinson and Company Press Release issued
                      on January 29, 1998.

















































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