Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

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[   ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Becton, Dickinson & Company

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Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
www.bd.com

December 22, 2006

Dear Fellow Shareholders:

You are cordially invited to attend the 2007 Annual Meeting of Shareholders of Becton, Dickinson and Company (“BD”) to be held at 1:00 p.m. EST on Tuesday, January 30, 2007 at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey. You will find directions to the meeting on the back cover of the accompanying proxy statement.

The notice of meeting and proxy statement describe the matters to be acted upon at the meeting. We will also report on matters of interest to BD shareholders.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote so that your shares will be represented and voted at the meeting. You may vote by proxy on the internet or by telephone, or by completing and mailing the enclosed proxy card in the return envelope provided. If you do not vote by internet, telephone or mail, you may vote in person at the Annual Meeting.

Thank you for your continued support of BD.

Sincerely,

EDWARD J. LUDWIG
Chairman, President and
Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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

December 22, 2006

The 2007 Annual Meeting of Shareholders of Becton, Dickinson and Company (“BD”) will be held as follows:

Shares represented by properly executed proxies that are being solicited by the Board of Directors of BD will be voted in accordance with the instructions specified therein. Shares represented by proxies that are not limited to the contrary will be voted in favor of the election as directors of the persons nominated in the accompanying proxy statement, for Proposals 2 and 3, and against Proposal 4.

Shareholders of record at the close of business on December 6, 2006 will be entitled to vote at the meeting.

By order of the Board of Directors,

DEAN J. PARANICAS
Vice President, Corporate Secretary and Public Policy

Table of Contents

PROXY STATEMENT

2007 ANNUAL MEETING OF SHAREHOLDERS
Tuesday, January 30, 2007

BECTON, DICKINSON AND COMPANY
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880

GENERAL INFORMATION

Proxy Solicitation

These proxy materials are being mailed or otherwise sent to shareholders of Becton, Dickinson and Company (“BD”) on or about December 22, 2006 in connection with the solicitation of proxies by the Board of Directors for BD’s Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 1:00 p.m. EST on Tuesday, January 30, 2007 at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey. Directors, officers and other BD employees also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. BD has retained MacKenzie Partners, Inc. to assist in soliciting proxies for a fee not to exceed $15,000 plus expenses. The cost of soliciting proxies will be borne by BD.

Shareholders Entitled to Vote

Shareholders of record at the close of business on December 6, 2006 are entitled to notice of, and to vote at, the meeting. As of such date, there were 245,398,178 shares of BD common stock outstanding, each entitled to one vote.

How to Vote

Shareholders of record and participants in the BD plans described below may cast their votes by proxy by:

(1) using the internet and voting at the website listed on the enclosed proxy/voting instruction card (the “proxy card”);

(2) using the toll-free telephone number listed on the enclosed proxy card; or

(3) signing, completing and returning the enclosed proxy card in the enclosed postage-paid envelope.

The internet and telephone voting procedures are designed to authenticate votes cast by use of a personal identification number. The procedure allows shareowners to appoint a proxy and the various plan participants to provide voting instructions, and to confirm that their actions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy card. If you vote on the internet or by telephone, you do not need to return your proxy card. In order to be timely processed, an internet or telephone vote must be received by 11:00 a.m. EST on January 30, 2007.

Revocation of Proxies

A proxy may be revoked at any time before it is voted by sending written notice of revocation to the Corporate Secretary of BD, at the address set forth above, by delivering a proxy (by one of the methods described above) bearing a later date, or by voting in person at the meeting.

Quorum; Required Vote

The holders of a majority of the shares entitled to vote at the meeting must be present in person or represented by proxy to constitute a quorum. Abstentions and shares that brokers do not have the authority to vote in the absence of timely instructions from the beneficial owners (“broker non-votes”) are treated as present for the purposes of determining a quorum.

Directors are elected by a plurality of the votes cast at the meeting. Abstentions and broker non-votes will not be counted as votes cast and, accordingly, will have no effect on the outcome of the vote.

Approval of Proposals 2, 3 and 4 requires the affirmative vote of a majority of the votes cast at the meeting. In determining whether the proposal has received the requisite number of affirmative votes, abstentions and broker non-votes will not be counted as votes cast and, accordingly, will not affect the outcome of the vote.

Savings Incentive Plan (SIP)

Participants in BD’s Savings Incentive Plan (“SIP”) may instruct the SIP trustee how to vote all shares of BD common stock allocated to their SIP accounts, as well as the shares held in SIP for which voting instructions are not received by the trustee from other SIP participants. The SIP trustee will vote the SIP shares for which it has not received instructions in the same proportion as SIP shares for which it has received instructions.

Participants in Other Plans

Participants in the Savings Incentive Plan of Med-Safe Systems, Inc., a wholly-owned subsidiary of BD (the “Med-Safe Plan”), may instruct the Med-Safe Plan trustee how to vote all shares of BD common stock allocated to their accounts, as well as the shares held in the Med-Safe Plan for which voting instructions are not received by the Med-Safe Plan’s trustee from other participants. The Med-Safe Plan’s trustee will vote shares for which it has not received instructions in the same proportion as those for which it has received instructions.

The shares of BD common stock held by Wachovia Bank, N.A., as trustee of both BD’s Deferred Compensation Plan (“DCP”) and BD’s 1996 Directors’ Deferral Plan (“DDP”), and those held by Banque Internationale á Luxembourg under BD’s Global Share Investment Program (“GSIP”), may also be voted on all matters submitted to BD shareholders and carry one vote per share. Each participant in the DDP, in the DCP and, if so provided under the terms of the local country GSIP plan, in the GSIP, may provide voting instructions for all shares of BD common stock allocated to that person’s account, as well as the shares held in the relevant plan for which instructions are not received.

Proxies representing shares of BD common stock held of record also will serve as proxies for shares held under the Direct Stock Purchase Plan sponsored and administered by Computershare Trust Company, N.A. and any shares of BD common stock allocated to participants’ accounts under the DDP, SIP, DCP, the Med-Safe Plan and the GSIP, if the registrations are the same. Separate mailings will be made for shares not held under the same registrations.

Other Matters

The Board of Directors is not aware of any matters to be presented at the meeting other than those set forth in the accompanying notice. If any other matters properly come before the meeting, the persons named in the proxy will vote on such matters in accordance with their best judgment.

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OWNERSHIP OF BD COMMON STOCK

Securities Owned by Certain Beneficial Owners

The following table sets forth as of September 30, 2006, information concerning those persons known to BD to be the beneficial owner of more than 5% of BD’s outstanding common stock. This information is as reported by such persons in their filings with the Securities and Exchange Commission (“SEC”). No changes in these holdings have come to BD’s attention since September 30, 2006. BD is not aware of any other beneficial owner of more than 5% of its common stock.

Securities Owned by Directors and Management

The table on the following page sets forth as of December 15, 2006 information concerning the beneficial ownership of BD common stock by (i) each director, (ii) the persons named in the Summary Compensation Table on page 27, and (iii) all directors and executive officers as a group. In general, “beneficial ownership” includes those shares that a director or executive officer has the power to vote or transfer, including shares which may be acquired under stock options that are currently exercisable or become exercisable within 60 days. The following table also reflects stock units previously granted but undistributed under BD’s Stock Award Plan and 2004 Employee and Director Equity-Based Compensation Plan to directors and executive officers. While these units may not be voted or transferred, they have been included in the table as they represent an economic interest in BD common stock that is subject to the same market risk as ownership of shares of BD common stock.

No individual director or executive officer owns more than 1% of the outstanding BD common stock. Together, the directors and executive officers, as a group, own approximately 1.8% of the outstanding BD common stock. Except as indicated in the footnotes to the table, each person has sole voting and investment power with respect to the shares he or she beneficially owns.

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BD COMMON STOCK

Equity Compensation Plan Information

The following table provides certain information as of September 30, 2006 regarding BD’s equity compensation plans. This table does not reflect the equity-based compensation awards made by BD in November 2006.

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(1)				Shares issuable pursuant to outstanding awards of performance-based stock units and restricted stock units under the BD 2004 Employee and Director Equity-Based Compensation Plan (the “2004 Plan”) and the BD Stock Award Plan (the “Stock Award Plan”), as well as shares issuable under BD’s 1996 Directors’ Deferral Plan, Deferred Compensation Plan and Global Share Investment Program (“GSIP”), are not included in the calculation of weighted-average exercise price, as there is no exercise price for these shares.
(2)				Includes an aggregate 2,429,619 shares distributable under performance-based stock unit awards and restricted stock unit awards granted under the 2004 Plan and the Stock Award Plan (with performance-based awards listed at target payout amounts, although actual payout amounts may differ from the target payout amounts).
(3)				Includes 3,308,995 shares available for issuance under the 2004 Plan and 212,484 shares available for issuance under the 1994 Restricted Stock Plan for Non-Employee Directors (although it is not anticipated that any further shares will be issued from this 1994 plan, as described below).
(4)				Includes 64,853 shares issuable pursuant to outstanding options granted under BD’s Non-Employee Directors 2000 Stock Option Plan. Also includes 119,701 shares issuable under BD’s 1996 Directors’ Deferral Plan, 192,647 shares issuable under BD’s Deferred Compensation Plan, and 1,346,705 shares issuable under GSIP, based on participant account balances as of September 30, 2006.
(5)				Does not include shares issuable under the 1996 Directors’ Deferral Plan, the Deferred Compensation Plan or the GSIP. There are no limits on the number of shares issuable under these plans, and the number of shares that may become issuable will depend on future elections made by plan participants.

Below is a summary of our equity compensation plans.

Deferred Compensation Plan (“DCP”). The DCP allows employees, including executive officers, with a base salary of $100,000 or more, to defer receipt of salary and annual bonus either in a BD common stock account or in accounts that mirror the gains and/or losses of a number of different investment funds. Under the DCP, a participant may defer up to 75% of the participant’s base salary and up to 100% of the participant’s annual bonus, until the date or dates specified by the participant. In the event a participant elects to have salary or bonus deferred in a BD stock account, the account is credited with a number of shares based on the prevailing market price of the BD common stock. A participant may also defer receipt of up to 100% of the shares issuable under any stock units granted to the participant. The number of shares credited to the BD common stock accounts of participants is adjusted periodically to reflect the payment and reinvestment of dividends on the common stock. The DCP is not funded, and participants have an unsecured contractual commitment of BD to pay the amounts due under the DCP. When such payments are due, the cash and/or BD common stock will be distributed from BD’s general assets.

Global Share Investment Program (“GSIP”). BD maintains a GSIP for its non-U.S. employees in certain jurisdictions outside of the United States. The purpose of the GSIP is to provide those non-U.S. employees with a means of saving on a regular and long-term basis and acquiring a beneficial interest in BD common stock. Participants may contribute a portion of their base pay, through payroll deductions, to the GSIP for their account. BD provides matching funds of up to 3% of the participant’s base pay through contributions to the participant’s GSIP account, which contributions are immediately vested. Contributions to the GSIP are invested in shares of BD common stock at the prevailing market price. A participant may withdraw the vested portion of the participant’s account, although such withdrawals must be in the form of a cash payment if the participant is employed by BD at the time of withdrawal. Following termination of service, withdrawals will be paid in either cash or shares, at the election of the participant.

Non-Employee Directors 2000 Stock Option Plan. Through the date of the 2004 Annual Meeting of Shareholders, directors received grants of non-qualified stock options under the Non-Employee Directors 2000 Stock Option Plan (the “Directors Stock Option Plan”), which provided for the granting of non-qualified stock options at each Annual Meeting of Shareholders to each non-employee director elected at or continuing to serve after such meeting. Stock options are no longer granted under the Directors Stock Option Plan.

The stock options issued under this plan had a monetary value at the time of grant of $35,000 based on the Black-Scholes option-pricing model. The exercise price of stock options granted under the plan was the fair market value of the BD common stock on the date of grant. Each stock option granted under the plan has a term of 10 years from its date of grant. The stock options granted under the plan have vesting periods of three to four years, depending on the year of grant. In the event of a tender offer for more than 25% of the

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outstanding common stock, or a change of control of BD (as defined in the plan), all outstanding stock options under the plan become immediately vested and exercisable.

1996 Directors’ Deferral Plan. The 1996 Directors’ Deferral Plan allows non-management directors to defer receipt, either in a BD common stock account or in accounts that mirror the gains and/or losses of a number of different investment funds, of all or part of their annual retainer and other cash fees. In the event a director elects to have fees deferred in a BD common stock account, the director’s account is credited with a number of shares based on the prevailing market price of the BD common stock on the due date of each payment. A director may also defer receipt of up to 100% of the shares issuable under any restricted stock units granted to the director. The number of shares credited to the BD common stock accounts of participants is adjusted periodically to reflect the payment and reinvestment of dividends on the common stock. The plan is not funded, and participants have an unsecured contractual commitment of BD to pay the amounts due under the plan. When such payments are due, the cash and/or common stock will be distributed from BD’s general assets.

2004 Employee and Director Equity-Based Compensation Plan. The 2004 Employee and Director Equity-Based Compensation Plan provides for the grant of equity-based compensation awards to our employees and members of our Board of Directors. A description of this plan can be found beginning on page 38 of this proxy statement.

Stock Award Plan. The Stock Award Plan provides for the granting of restricted stock unit awards. Under the terms of this plan, at least 25% of the units included in an award vest upon the retirement of the holder, or earlier upon the happening of certain events, such as an involuntary termination without cause. The remaining units included in an award vest over a five-year period. In 2003, this plan was amended to allow the Compensation and Benefits Committee to impose performance conditions to the vesting of an award. Awards are no longer issued under the Stock Award Plan.

1994 Restricted Stock Plan for Non-Employee Directors. The 1994 Restricted Stock Plan for Non-Employee Directors allows a non-management director to receive, in lieu of his or her quarterly retainer payment, shares of restricted stock having a market value of equal to the amount of the quarterly retainer payment. The shares vest upon the expiration of the director’s term of service. This plan is, in effect, a stock purchase plan that allows directors to acquire shares of BD stock at prevailing market prices. No activity has occurred in this plan since the adoption of the 1996 Directors’ Deferral Plan, and it is not anticipated that any further shares will be issued under this plan.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires BD’s directors and executive officers to file initial reports of their ownership of BD’s equity securities and reports of changes in such ownership with the SEC and the New York Stock Exchange (“NYSE”). Directors and executive officers are required by SEC regulations to furnish BD with copies of all Section 16(a) forms they file with respect to BD securities. Based solely on a review of copies of such forms and written representations from BD’s directors and executive officers, BD believes that for the period from October 1, 2005 through September 30, 2006, all of its directors and executive officers were in compliance with the disclosure requirements of Section 16(a), except that reports of a cashless stock option exercise by Donna M. Boles and an acquisition of shares through a stock option exercise by Gary M. Cohen were inadvertently filed late.

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Proposal 1.     ELECTION OF DIRECTORS                           

The Board of Directors is divided into three classes, the terms of which expire alternately over a three-year period. The Board proposes the election of Claire Fraser-Liggett to serve for a term of two years until the 2009 Annual Meeting and until her successor has been duly elected and qualified, and the election of Henry P. Becton, Jr., Edward F. DeGraan, Adel A. F. Mahmoud and James F. Orr to serve for a term of three years until the 2010 Annual Meeting and until their successors have been duly elected and qualified. Dr. Mahmoud and Dr. Fraser-Liggett were identified by an executive search firm retained by the Corporate Governance and Nominating Committee. Mrs. Margaretha af Ugglas, whose term expires at the 2007 Annual Meeting, has chosen to retire and will not stand for re-election.

All of the nominees for election have consented to being named in this proxy statement and to serve if elected. Presented below is biographical information for each of the nominees and the directors continuing in office following the 2007 Annual Meeting.

NOMINEES FOR DIRECTOR

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		Adel A. F. Mahmoud, M.D., Ph.D, 64, was elected a director by the Board effective July 25, 2006. Effective September 1, 2006, Dr. Mahmoud retired as Chief Medical Advisor, Vaccines and Infectious Diseases and member of the Management Committee of Merck & Co., Inc., a pharmaceutical company. From 1999 to 2005, he served as President, Merck Vaccines and member of the Management Committee. Prior to joining Merck, Dr. Mahmoud served as Chairman of Medicine and Physician-in-Chief at Case Western Reserve University and University Hospitals of Cleveland.
		James F. Orr, 61, has been a director since 2000. Mr. Orr is the Chairman and Chief Executive Officer of Convergys Corporation, a provider of customer management, employee care and outsourced billing services. Prior to September 2005, he also served as President of Convergys. Mr. Orr also is a director of Ohio National Financial Services, Inc.

CONTINUING DIRECTORS

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		James E. Perrella, 71, has been a director since 1995. In 2000, he retired as Chairman of the Board of Ingersoll-Rand Company, a manufacturer of industrial machinery and related products. He also is a director of Bombardier Inc.
		Alfred Sommer, M.D., M.H.S., 64, has been a director since 1998. He is Professor of International Health, Epidemiology, and Ophthalmology at The Johns Hopkins University (“JHU”) Bloomberg School of Public Health (the “Bloomberg School”) and the JHU Medical School. Dr. Sommer is Dean Emeritus of The Bloomberg School, having served as Dean from 1990 through August 2005. Dr. Sommer was founding Director of the Dana Center for Preventive Ophthalmology at JHU, which focuses on clinical epidemiology and public health aspects of blindness prevention and child health. Dr. Sommer is a member of the National Academy of Science and the Institute of Medicine. He is a recipient of the Albert Lasker Award for medical research. Dr. Sommer also is a director of T. Rowe Price Group, Inc.
Term to Expire 2009
		Edward J. Ludwig, 55, has been a director since 1999. He has been President and Chief Executive Officer since January 2000. Mr. Ludwig was elected to the additional role of Chairman effective February 2002. He also is a director of Aetna Inc., a member of the Boards of Trustees of The Johns Hopkins University and the College of the Holy Cross, a member of the Board of Governors of the Hackensack (NJ) University Medical Center, and Chairman of the Advanced Medical Technology Association (AdvaMed).
		Willard J. Overlock, Jr., 60, has been a director since 1999. He retired in 1996 as a partner in Goldman, Sachs & Co., where he served as a member of its management committee. He currently serves in an advisory role as a Senior Director to The Goldman Sachs Group, Inc. Mr. Overlock also is an advisor to the Parthenon Group and a trustee of Rockefeller University.
		Bertram L. Scott, 55, has been a director since 2002. He has been the President and Chief Executive Officer of TIAA-CREF Life Insurance Company and Executive Vice President of TIAA-CREF since joining TIAA-CREF in November 2000. Prior to joining TIAA-CREF, Mr. Scott served as President and Chief Executive Officer of Horizon/Mercy, a joint Medicaid managed care program between Mercy Health Plan of Pennsylvania and Blue Cross/Blue Shield of New Jersey.

The Board of Directors recommends a vote FOR Proposal 1.

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BOARD OF DIRECTORS

The Board and Committees of the Board

BD is governed by a Board of Directors currently consisting of thirteen members (including Mrs. Ugglas). The Board has established six Committees: the Executive Committee, the Audit Committee, the Compensation and Benefits Committee, the Corporate Affairs Committee, the Corporate Governance and Nominating Committee, and the Finance Committee. The Board has adopted a written charter for each of the Committees, copies of which are posted on BD’s website at www.bd.com/investors/corporate_governance/. Printed copies of these charters may be obtained, without charge, by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, telephone 201-847-6800. A copy of the Audit Committee’s charter is attached as Appendix A to this proxy statement. Set forth below is a summary of each of the Board’s key Committees.

AUDIT COMMITTEE

Function

The Board has determined that each member of the Committee meets the independence and financial literacy and expertise requirements of the NYSE. The Board also has determined that each of Messrs. Anderson, Orr and Scott qualifies as an “audit committee financial expert” under the rules of the SEC.

Mr. Anderson currently serves on the audit committees of three other public companies. The Board reviewed Mr. Anderson’s obligations as a member of the other audit committees in accordance with NYSE rules and BD’s Corporate Governance Principles (the “Principles”), and determined that his simultaneous service on those other audit committees does not impair his ability to effectively serve on BD’s Audit Committee.

COMPENSATION AND BENEFITS COMMITTEE

Function

The Board has determined that each member of the Committee meets the independence requirements of the NYSE.

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CORPORATE AFFAIRS COMMITTEE

Function

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

Function

The Board has determined that each member of the Committee meets the independence requirements of the NYSE.

FINANCE COMMITTEE

Function

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Board, Committee and Annual Meeting Attendance

The Board and its Committees held the following number of meetings during the fiscal year ended September 30, 2006:

The Executive Committee meets as necessary. It did not meet during fiscal year 2006.

Each director attended 75% or more of the total number of the meetings of the Board and of the Committees on which he or she served during the year. BD’s non-management directors met in executive session three times during fiscal year 2006.

The Board has adopted a policy pursuant to which directors are expected to attend the Annual Meeting of Shareholders in the absence of a scheduling conflict or other valid reason. All of the directors then in office attended BD’s 2006 Annual Meeting held on January 31, 2006.

Directors’ Compensation

The Board believes that providing competitive compensation is necessary to attract and retain qualified non-management directors. As more fully discussed below, the key elements of BD’s non-management director compensation are a cash retainer, Committee chair fees, and equity-based grants. It is the Board’s practice to provide a mix of cash and equity-based compensation that it believes aligns the interests of the Board and BD’s shareholders. Of the base compensation paid to the non-management directors (not including Committee chair fees), two-thirds is equity-based compensation that directors will be required to retain until they complete their service on the Board. See “Corporate Governance—Significant Governance Practices—Equity Ownership by Directors” on page 15. This retention feature serves to increase the share ownership levels of the non- management directors and ensure compliance with the director share ownership guidelines discussed below.

All non-management directors have the same compensation arrangements. Edward J. Ludwig does not receive compensation related to his service as a director.

Retainer/Fees

Each non-management director receives an annual cash retainer of $60,000 for services as a director. In addition, an annual fee of $6,500 is paid to each Committee chair, except that the fee for the Audit Committee chair is $10,000 in recognition of that Committee’s increased responsibilities. Directors do not receive meeting fees, nor are any additional fees paid to the Lead Director.

Additional directors’ fees of $1,500 are paid to non-management directors for each half-day spent on Board-related activities outside of regularly scheduled Board meetings, in meetings of each Board Committee in excess of an aggregate of five hours per year, or for time spent by a non-management director in becoming familiar with BD’s businesses or meeting with representatives or officers of BD.

Equity Compensation

Each non-management director elected at, or continuing as a director after, the 2006 Annual Meeting of Shareholders was granted restricted stock units valued at $120,000, based on the market value of BD common stock on the date of the grant. The shares of BD common stock underlying the restricted stock units are not issuable until a director’s separation from the Board.

Under the Board’s share ownership guidelines, each non-management director is required to own shares of common stock valued at 50% of the amount obtained by multiplying the annual retainer fee by the number of

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years the director has served. With the exception of Claire Fraser-Liggett and Adel A.F. Mahmoud (who were elected to the Board during fiscal year 2006), each non-management director currently owns shares in an amount sufficient to comply with these guidelines.

Directors’ Deferral Plan

Directors may defer receipt of, in an unfunded cash account or a BD common stock account, all or part of their annual retainer and other cash fees pursuant to the provisions of the 1996 Directors’ Deferral Plan. A general description of the 1996 Directors’ Deferral Plan appears on page 6.

Other Arrangements

BD reimburses non-management directors for travel and other necessary business expenses incurred in the performance of their services for BD. Non-management directors may periodically travel on company-owned aircraft in connection with such activities, or, if they utilize other available private aircraft, they are reimbursed for the incremental cost thereof. Non-management directors are also reimbursed for attending director education courses. BD occasionally invites spouses of directors to Board-related events, for which they are reimbursed their travel expenses.

Directors are eligible, on the same basis as BD employees, to participate in BD’s Matching Gift Program, pursuant to which BD matches contributions (up to an aggregate of $10,000 annually) that are made by a director or employee to qualifying nonprofit organizations.

To the extent any director who is not a resident of the United States is subject to any U.S. or state tax as a result of compensation received for service as a director, BD will pay up to $5,000 toward the director’s tax return preparation costs. BD also reimburses the director for any tax liability resulting from the payment of such costs. In fiscal year 2006, BD did not pay any tax preparation costs to any non-management director.

The following table sets forth the compensation received by the non-management directors during fiscal year 2006. (No data is presented for Dr. Claire Fraser-Liggett, who was elected to the Board effective November 20, 2006.)

Fiscal Year 2006 Directors’ Compensation

The foregoing table does not include earnings on deferred compensation pursuant to the 1996 Directors’ Deferral Plan, none of which was at above-market rates.

Communication with Directors

Shareholders or other interested parties wishing to communicate with the Board, the non-management directors or any individual director (including with respect to accounting, internal accounting controls or audit matters) may do so by contacting the Lead Director either:

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•				by calling the BD Ethics Help Line, an independent toll-free service, at 1-800-821-5452 (available seven days a week, 24 hours a day) (callers from outside North America should use “AT&T Direct” to reach AT&T in the U.S. and then dial the above toll-free number); or
•				by email to ethics_office@bd.com.

All communications will be kept confidential and promptly forwarded to the Lead Director, who shall, in turn forward them promptly to the appropriate director(s). Such items as are unrelated to a director’s duties and responsibilities as a Board member may be excluded, including, without limitation, solicitations and advertisements; junk mail; product-related communications; job referral materials such as resumes; surveys; and material that is determined to be illegal or otherwise inappropriate. The director(s) to whom such information is addressed is informed that the information has been removed, and that it will be made available to such director(s) upon request.

CORPORATE GOVERNANCE

Corporate Governance Principles

BD’s commitment to good governance is embodied in its Corporate Governance Principles (the “Principles”). The Principles, originally adopted in 2001, set forth the Board’s views on a number of governance topics, and reflect BD’s commitment to good corporate governance practices and its appreciation of their importance in protecting and enhancing shareholder value. Moreover, the Principles are not static; the Corporate Governance and Nominating Committee regularly assesses BD’s governance practices in light of emerging practices.

The Principles cover a wide array of subject areas. These include voting for directors; the designation of a Lead Director to represent non-management directors; relationships between directors and BD; regular annual evaluations of the Chief Executive Officer, the Board, its committees and (when they stand for re-election) individual directors; and charitable contributions to entities affiliated with BD’s executive officers and directors, each of which is discussed below.

The Principles are set forth on Appendix B to this proxy statement and are available on BD’s website at www.bd.com/investors/corporate_governance/. Printed copies may be obtained, without charge, by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone 1-201-847-6800.

Significant Governance Practices

Described below are some of the significant corporate governance practices that have been instituted by the BD Board.

Shareholder Rights Plan

BD maintained a shareholder rights plan, or “poison pill,” from 1986 until it expired in April 2006. The Board believes that a rights plan can be an effective tool in protecting the interests of the shareholders in certain circumstances, but, after careful consideration, determined that it was not necessary to renew or replace the plan upon its expiration. The Board may adopt a rights plan in the future if circumstances warrant taking such action.

Annual Report of Charitable Contributions

In furtherance of BD’s commitment to good governance, the Principles require that charitable contributions or pledges in an aggregate amount of $50,000 or more (not including contributions under BD’s Matching Gift Program) to entities affiliated with BD’s directors, executive officers, and their families must be approved by the Corporate Governance and Nominating Committee. The Principles also stipulate that BD include in its annual proxy statement an annual report of charitable contributions (the “Contributions Report”) listing all such contributions and pledges made by BD during the preceding fiscal year in an amount of $10,000 or more (not including contributions under BD’s Matching Gift Program). The Contributions Report, which BD has issued since 2002, has been expanded this year to include a discussion of BD’s contributions philosophy and the alignment of BD’s philanthropic activities with its philosophy, together with additional information

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about each donation or pledge. The Contributions Report for fiscal year 2006 is attached as Appendix C to this proxy statement.

Equity Grant Dating

The backdating of stock option grants at various public companies generated considerable attention recently. During fiscal year 2006, BD reviewed its established equity-granting practices and confirmed that its practices are designed to effectively guard against the backdating of awards. In September 2006, the Compensation and Benefits Committee adopted a comprehensive policy that incorporated BD’s established practices, and added a provision intended to ensure that the timing of public announcements do not affect the valuation of equity grants (known as “springloading”). BD’s equity grant dating policy is available on BD’s website at www.bd.com/investors/corporate_governance/.

Enterprise Compliance

Under the oversight of the Corporate Affairs Committee, BD has established an enterprise compliance function (“Enterprise Compliance”) aimed at ensuring that BD’s efforts to comply with the many laws, regulations, and policies affecting its business are effective at preventing and detecting violations, and that BD continuously encourages lawful and ethical conduct. Launched in fiscal year 2005, Enterprise Compliance supplements the various compliance and ethics functions that were already in place at BD, and seeks to ensure better coordination and effectiveness through program design, prevention, and promotion of an organizational culture of compliance. A Compliance Committee comprised of members of senior management oversees the activities of the Chief Compliance Officer. Another key element of this program is training. The first course, a global computer-based compliance training program focused on BD’s Business Conduct and Compliance Guide, began to be rolled out in fiscal year 2006 in multiple languages to BD’s approximately 27,000 associates worldwide. Other courses that have been launched cover topics such as antitrust, respect and responsibility, and anti-bribery.

Enterprise Risk Management

Under the oversight of the Audit Committee, Enterprise Risk Management (“ERM”) is a company-wide initiative that involves the Board, management and BD associates in an integrated effort to identify, assess and manage risks that may affect BD’s ability to execute on its corporate strategy and fulfill its business objectives. BD’s ERM activities entail the identification, prioritization and assessment of a broad range of risks (e.g., financial, operational, business, reputational, governance and managerial), and the formulation of plans to mitigate their effects.

Equity Ownership by Directors

The Board believes that directors should hold meaningful equity ownership positions in BD. To that end, the compensation structure for non-management directors was changed during fiscal year 2006 to eliminate stock options and issue in their place restricted stock units that would not be distributable until a director completes his or her service on the Board. The accumulation of these units, representing the value of shares of BD common stock, will help to better align the interests of the non-management directors and the shareholders. The retention feature will also serve to increase the share ownership levels of the non-management directors and ensure compliance with the director share ownership guidelines discussed on page 13.

Lead Director

For more than four years, an independent director has served as Lead Director of the Board of Directors. This structure is set forth in the Principles, which provide for a Lead Director whenever the Chairman is not an independent director. The Lead Director presides over executive sessions of the non-management directors, helps set Board agendas, and serves as a liaison between the non-management directors and the Chief Executive Officer. The Lead Director also serves as a contact person to facilitate communications between BD’s employees, shareholders and other constituents and the non-management directors. The Corporate Governance and Nominating Committee recommends the nominee for Lead Director for approval by the independent members of the Board. BD’s Lead Director currently is Henry P. Becton, Jr.

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Director Independence/Certain Relationships and Related Transactions

Under the NYSE rules and the Principles, a director is not independent if the director has a direct or indirect material relationship with BD. The Corporate Governance and Nominating Committee annually reviews the independence of all directors and reports its findings to the full Board. To assist in this review, the Board has adopted director independence guidelines (“Independence Guidelines”) that are contained in Principle No. 7. The Independence Guidelines set forth certain relationships between BD and directors and their immediate family members, or entities with which they are affiliated, that the Board, in its judgment, has deemed to be material or immaterial for purposes of assessing a director’s independence. In the event a director has any relationship with BD that is not addressed in the Independence Guidelines, the independent members of the Board determine whether such relationship is material.

The Board determined that none of these relationships impaired the independence of any non-management director. In making these determinations, the Board considered that transactions may occur between BD and its subsidiaries and entities with which some of our directors are, or have been, affiliated. The Board also considered charitable contributions made by BD to not-for-profit organizations with which our directors or their immediate family members are affiliated. In each case, the amount of these transactions or contributions did not approach the thresholds set forth in the Independence Guidelines, and, therefore, were immaterial.

The Board has determined that the following directors are independent under the Independence Guidelines: Basil L. Anderson, Henry P. Becton, Jr., Edward F. DeGraan, Dr. Claire M. Fraser-Liggett, Dr. Adel A.F. Mahmoud, Gary A. Mecklenburg, James F. Orr, Willard J. Overlock, Jr., James E. Perrella, Bertram L. Scott, Dr. Alfred Sommer and Margaretha af Ugglas. As Chairman, President and Chief Executive Officer, Edward J. Ludwig is an employee of BD and, therefore, is not independent under the NYSE rules and the Principles.

The following transactions with related persons are deemed immaterial under the Independence Guidelines:

Gary A. Mecklenburg, a member of the Board, retired effective September 1, 2006 as a director and the President and Chief Executive Officer of Northwestern Memorial HealthCare, the parent corporation of Northwestern Memorial Hospital. In fiscal year 2006, BD’s sales to Northwestern Memorial Hospital (both direct and through distributors) were approximately $2.2 million, which represented approximately 0.2% of Northwestern Memorial HealthCare’s consolidated operating revenues for its last full fiscal year.

Adel A.F. Mahmoud, a member of the Board, retired effective September 1, 2006 from his position with Merck & Co., Inc. (see “Proposal 1. Election of Directors—Nominees for Director” on page 7). In fiscal year 2006, BD’s sales to Merck (both direct and through distributors) were approximately $35 million, which represented approximately 0.16% of Merck’s fiscal year consolidated operating revenues for its last full fiscal year.

Board Evaluation

Each year the Board evaluates its performance and effectiveness. Each director completes a Board Evaluation Form developed by the Corporate Governance and Nominating Committee to solicit feedback on specific aspects of the Board’s role, organization and meetings. The collective ratings and comments are then compiled by the Corporate Secretary and presented by the Chair of the Committee to the full Board. As part of the evaluation, the Board assesses the progress in the areas targeted for improvement a year earlier, and develops recommendations to enhance the Board’s effectiveness over the next year. Additionally, each Board Committee conducts an annual self-evaluation of its performance through a Committee Evaluation Form based on its charter.

The Board’s evaluation covers many areas (a complete list of which is available on BD’s website at www.bd.com/investors/corporate_governance/), including corporate strategy; BD’s performance as compared with peer companies; research and development funding and performance; the adequacy of accounting and financial controls; ethical conduct and legal compliance; the performance of the Chief Executive Officer, including responsiveness to the Board; senior management development, compensation and succession planning; relations with BD’s associates, including compensation and benefits policies; organization of the Board (e.g., director selection, Board diversity and mix, composition of committees), and the frequency and quality of Board meetings and non-management director meetings.

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Director Nomination Process

The Corporate Governance and Nominating Committee reviews the skills, characteristics and experience of potential candidates for election to the Board and recommends nominees for director to the full Board for approval. The assessment of the overall composition of the Board encompasses consideration of diversity, age, skills, international background, and significant experience and prominence in areas of importance to BD.

It is the Committee’s policy to utilize a variety of means to identify prospective nominees for the Board, and pursuant to that policy, it considers referrals from other Board members, management, shareholders and other external sources such as retained executive search firms. The Committee utilizes the same criteria for evaluating candidates irrespective of their source.

The Committee believes that any nominee must meet the following minimum qualifications:

When considering director candidates, the Committee will seek individuals with backgrounds and qualities that, when combined with those of BD’s other directors, provide a blend of skills and experience that will further enhance BD’s governance responsibilities and strategic interests. The Committee has retained an executive search firm to assist it in its efforts to identify and evaluate potential director candidates.

This process resulted in the election of two new directors in the past year. In July 2006, the Board elected Dr. Adel A. F. Mahmoud, and in September 2006, Dr. Claire M. Fraser-Liggett was elected to the Board effective November 20, 2006. See “Proposal 1. Election of Directors—Nominees for Director” on page 7.

The Committee assesses the characteristics and performance of incumbent director nominees against the above criteria, and to the extent applicable, considers the impact of any change in the principal occupations of such directors during the last year. Upon completion of the individual director evaluation process, the Committee reports its conclusions and recommendations for nominations to the Board.

To recommend a candidate for consideration, a shareholder should submit a written statement of the qualifications of the proposed nominee, including full name and address, to the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880.

Business Conduct and Compliance Guide

BD maintains a Business Conduct and Compliance Guide (the “Guide”) that was first adopted by the Board in 1995. The Guide is a code of conduct and ethics applicable to all directors, officers and employees of BD, including its Chief Executive Officer and its Chief Financial Officer, Controller and other senior financial officers. It sets forth BD’s policies and expectations on a number of topics, including conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of Company assets, and business ethics. The Guide also sets forth procedures for communicating and handling any potential conflict of interest (or the appearance of any conflict of interest) involving directors or executive officers, and for the confidential communication and handling of issues regarding accounting, internal controls and auditing matters.

Since 1995, BD has also maintained an Ethics Help Line telephone number (the “Help Line”) for BD associates as a means of raising concerns or seeking advice. The Help Line is serviced by an independent contractor and is available to all employees worldwide, 7 days a week, 24 hours a day. Translation services are also available to employees. Employees using the Help Line may choose to remain anonymous and all inquiries are kept confidential. All Help Line inquiries are forwarded to BD’s Chief Ethics Officer for investigation. Any matters reported to the Chief Ethics Officer, whether through the Help Line or otherwise, involving accounting, internal control or audit matters, or any fraud involving management or persons who have a significant role in BD’s internal controls, are reported directly to the Audit Committee.

The Chief Ethics Officer leads the BD Ethics Office, a unit within BD that administers BD’s ethics program. In addition to the Help Line, the ethics program provides for broad communication of BD’s Core

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Values (discussed above), associate education regarding the Guide and its requirements, and ethics training sessions.

BD regularly reviews the Guide, and proposed additions or amendments are submitted to the Board for its consideration. Any waivers from any provisions of the Guide for executive officers and directors would be promptly disclosed to shareholders. In addition, any amendments to the Guide, as well as any waivers from certain provisions of the Guide relating to BD’s Chief Executive Officer, Chief Financial Officer or Controller would be posted at the website address set forth below.

The Guide is posted on BD’s website at www.bd.com/investors/corporate_governance/. Printed copies of the Guide may be obtained, without charge, by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, telephone 1-201-847-6800.

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REPORT OF THE AUDIT COMMITTEE

November 20, 2006

The Audit Committee reviews BD’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm (the “independent auditors”) is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Committee monitors these processes.

In this context, the Committee met and held discussions with management and the independent auditors. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Committee reviewed and discussed the consolidated financial statements with management and the independent auditors. The Committee also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU 380), as amended.

In addition, the Committee discussed with the independent auditors the auditors’ independence from the Company and its management, and the independent auditors provided to the Committee the written disclosures and letter required by the Independence Standards Board Standard No. 1 (Independence Discussions With Audit Committees).

The Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of BD’s internal controls, and the overall quality of BD’s financial reporting.

During fiscal year 2006, management completed its documentation, testing and evaluation of the adequacy of the Company’s system of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules and regulations. The Audit Committee was apprised of the progress of the evaluation by both management and the independent auditors, and provided oversight and advice to management during this process. At the conclusion of this process, management reviewed with the Audit Committee its report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee also received the report from the independent auditors on management’s assessment of the Company’s internal control over financial reporting.

Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE
James F. Orr, Chair
Basil L. Anderson
Edward F. DeGraan
Gary A. Mecklenburg
Bertram L. Scott

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REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE
ON EXECUTIVE COMPENSATION

The Compensation and Benefits Committee (the “Committee”) reviews the compensation program for the Chief Executive Officer and the other executive officers listed on the Summary Compensation Table appearing on page 27 (the “named executive officers”), and the other members of senior management who report directly to the Chief Executive Officer. The compensation of the Chief Executive Officer is set by the independent directors of the Board, after considering the recommendations of the Committee, while the Committee determines the compensation of the Chief Executive Officer’s direct reports.

The Committee has retained an independent consultant to assist the Committee in fulfilling its responsibilities. The Committee periodically reviews the effectiveness and competitiveness of BD’s executive compensation structure with the assistance of its independent consultant. The independent consultant is engaged by, and reports directly to, the Committee, and generally attends all meetings of the Committee.

Overview

Objectives of Compensation Program

The Committee’s philosophy is to provide a compensation package that attracts, motivates and retains executive talent and delivers rewards for superior performance and consequences for underperformance. Specifically, the objectives of the Committee’s compensation practices are to:

The Committee seeks to attract executive talent by offering competitive base salaries, annual performance incentive opportunities and the potential for long-term rewards under BD’s equity-based long-term incentive program. The Committee believes that to attract and retain a highly-skilled executive team, BD’s compensation practices must remain competitive with those of other employers with which BD competes for talent.

Pay-for-Performance Philosophy

The Committee believes that a significant portion of executive compensation should be closely linked to both BD’s and the individual’s performance. The Committee’s “pay-for-performance” philosophy is reflected in BD’s compensation practices, which tie a significant portion of executive compensation to the achievement of both short- and long-term financial objectives of BD. This philosophy is reflected in annual incentive awards, which are directly linked to the achievement of short-term objectives set by the Committee. In addition, equity-based long-term incentive awards are designed to motivate executives to meet BD’s long-term performance goals as well. This is particularly true of performance-based awards, which have potential payouts ranging from zero to 250% of target, based on BD’s performance over a three-year period as measured against pre-established performance goals. As a result, under BD’s compensation program, a significant amount of variable compensation is contingent on the achievement of key financial objectives of BD. These objectives include revenue and earnings growth, return on invested capital, and creation of shareholder value. BD’s compensation program also accounts for individual performance (including the individual’s adherence to BD’s Core Values), which enables the Committee to differentiate among executives and emphasize the link between personal performance and compensation.

The Role of Equity-Based Compensation

BD’s long-term incentive program is an integral part of BD’s overall compensation program. The long-term incentive program serves to align the interests of executives with those of BD’s shareholders, as BD’s executives will benefit under their long-term incentive awards from any future appreciation in BD’s stock price

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in the same manner as BD’s other shareholders. In addition, the vesting schedule of options, stock appreciation rights and performance-based awards issued under the program, as well as time-vested restricted stock units or “Career Shares” (which generally vest after an executive’s retirement), further the goal of executive retention. The types of awards granted under the program are described in more detail below.

Use of Benchmarking

In furtherance of its compensation objectives, the Committee compares BD’s compensation levels with those of a group of thirteen companies. This group is referred to as the “Compensation Comparison Group.” This benchmarking is done with respect to each of the key elements of BD’s executive compensation programs discussed above (salary, incentive payments and equity-based compensation), as well as the compensation of individual executives where job descriptions are sufficiently similar. BD’s executive compensation program is intended to target each key element to deliver compensation to each executive at approximately the 50th percentile of the Compensation Comparison Group companies, with adjustments made based on the executive’s individual performance. Targeting the 50th percentile helps ensure that BD’s compensation practices will be competitive in terms of attracting and retaining executive talent.

The Compensation Comparison Group used for fiscal year 2006 was comprised of Abbott Laboratories, Alcon, Inc., Allergan, Inc., C.R. Bard Inc., Baxter International Inc., Beckman Coulter, Inc., Boston Scientific Corporation, Guidant Corporation, Johnson & Johnson, Medtronic, Inc., PerkinElmer Inc., Roche Diagnostics and St. Jude Medical, Inc. This group represents companies with which BD believes it competes for executive talent. In this regard, we note that Abbott Laboratories, Johnson & Johnson and Roche Diagnostics were used only to benchmark segment leader positions.

Use of Tally Sheets

The Committee reviews for each of the named executive officers a summary report or “tally sheet,” which sets forth the total dollar value of the officer’s annual compensation, including salary, annual incentive award, long-term incentive compensation, perquisites, pension benefit accruals and other compensation. The report also shows shareholdings and accumulated unrealized gains under prior equity-based compensation awards, and amounts payable to the named executive officer upon termination of the executive’s employment under various different circumstances, including retirement and termination in connection with a change of control. The Committee uses tally sheets to estimate total annual compensation to the named executive officers, provide perspective on the named executive officers’ wealth accumulation from BD programs, and consider payouts to the named executive officers under a range of termination scenarios, including upon a change of control. A table showing the value of annual compensation provided to the named executive officers is set forth later in this report under the heading “Value of Compensation.” While the Committee considers compensation previously paid to the named executive officers, including amounts realized or realizable under prior equity- based compensation awards, the primary focus of the Committee’s compensation actions is retaining the executives in light of prevailing competitive market practices and on motivating the future performance of the named executive officers.

Elements of Executive Compensation

As is discussed above, the executive compensation program is intended to serve various objectives. To meet these objectives, BD uses a mixture of compensation vehicles, including cash payments (salary and performance-based incentive payments) and awards tied to BD stock (which we refer to as “equity-based compensation”). The Committee balances salary and performance-based compensation, and cash and non-cash compensation, in a manner it believes best serves the objectives of BD’s compensation program, although no specific allocations are targeted.

Base Salary

The Committee annually reviews the base salaries of the Chief Executive Officer and other members of senior management. Salaries are also reviewed in the case of promotions or other significant changes in responsibilities. In each case, the Committee takes into account the results achieved by the executive, his or her

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future potential, scope of responsibilities and experience, and competitive salary practices. Base salary is intended to provide a baseline of compensation that is not contingent upon BD’s performance.

Performance-Based Annual Incentive Awards (PIP)

Annual performance incentives under BD’s Performance Incentive Plan (“PIP”) are tied to BD’s overall performance for the fiscal year, as measured against objective criteria set by the Committee, as well as the performance of each executive and of his or her area of responsibility or business unit. In addition, management sets certain financial and operational objectives for each business unit, region/country and function that are designed to promote key company initiatives. These contingent payments further the underlying principle of our compensation program that a significant portion of executive compensation be conditioned on the achievement of financial objectives set for BD.

Target annual incentive payments, expressed as a percentage of base salary, are set for each named executive officer prior to the beginning of the fiscal year, based on job responsibilities. Incentive award payments for the year may range from zero to 200% of the named executive officer’s target, based on BD’s performance compared to the pre-established performance goal or goals set by the Committee and the individual’s performance. For fiscal year 2006, award targets for the named executive officers ranged from 65% to 110% of salary.

With respect to the named executive officers, the Committee establishes a formula to determine the maximum annual incentive payment that may be payable for the fiscal year. The Committee does not have the discretion to award any incentive payments in excess of such amounts under the PIP. The Committee does retain the discretion, however, in light of BD’s and the individual’s performance and the Committee’s compensation objectives, to reduce the amount of the award based on such factors as the Committee deems appropriate. These include such other targets that the Committee may establish, such as the earnings per share target set for fiscal 2006 (which was met by BD).

Long-Term Incentive Awards (LTI)

Long-term incentive awards (“LTI”) for each member of senior management consist of three components: stock options or stock appreciation rights, performance-based stock units (referred to as “Performance Units”) and time-vested restricted stock units (referred to as “Career Shares”).

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Our long-term incentive program is intended to serve a number of objectives. These include aligning the interests of executives with those of BD’s shareholders, and focusing senior executives on the achievement of well-defined, long-term performance objectives that are aligned with BD’s corporate strategy, thereby establishing a direct relationship between compensation and operating performance. The program also furthers the goal of executive retention, since a named executive officer will forfeit any unvested awards in the event the officer voluntarily terminates employment with BD.

In making long-term incentive awards, the Committee does not issue a targeted number of stock appreciation rights or units. Instead, in consultation with its independent consultant, the Committee first determines the dollar value of the award to be granted to each named executive officer, based on the benchmarking discussed above. This dollar value is then allocated among each of the three components. Stock appreciation rights and Performance Units are generally targeted to deliver approximately 40% each of the total dollar value of an executive’s award, as determined by the Committee, and Career Shares are generally targeted to deliver the remaining 20%. The actual number of stock appreciation rights or units to be awarded is then determined based on the value ascribed to each stock appreciation right or unit. This value is based on the valuation methodologies used by the Committee, in consultation with its independent consultant.

By using this value approach, the number of stock appreciation rights or units issued to the named executive officers will vary from year to year based on, among other things, the BD common stock price at the time of grant, even though the awards may have the same dollar value under the Committee’s valuation methodologies. Also, because it is based on the Committee’s own valuation methodologies, the value assigned to an award by the Committee will differ from the value of the award used by BD for financial reporting purposes.

Deferred Compensation Plan

The BD Deferred Compensation Plan is a non-qualified plan that allows an associate with an annual salary of $100,000 or above to defer receipt of his or her salary and/or annual incentive payment until the date or dates elected by the participant. The amounts deferred are invested in BD common stock or in dollar-denominated accounts that mirror the gains and/or losses of several different investment funds, based on the investment selections of the participants. The Deferred Compensation Plan offers participants a wide-range of publicly-available investment funds, including international, U.S. equity, bond and money market funds. The Deferred Compensation Plan does not offer any above-market rates of return to the named executive officers.

Participants may defer up to 75% of salary and 100% of annual incentive awards. The Deferred Compensation Plan also allows associates to defer receipt of up to 100% of the shares issuable under any stock unit awards granted under the long-term incentive program.

The Deferred Compensation Plan is not funded by BD, and participants have an unsecured contractual commitment by BD to pay the amounts due under the Deferred Compensation Plan. When such payments are due, the cash and/or stock will be distributed from BD’s general assets. BD has purchased corporate-owned life insurance to offset this liability.

Other Benefits

BD also provides certain other benefits to its executive officers that are not tied to any formal individual or company performance criteria and are intended to be part of a competitive overall compensation program.

Company Transportation. The Committee has encouraged Mr. Ludwig to use company-owned aircraft for Mr. Ludwig’s personal as well as his business travel, in order to make more efficient use of Mr. Ludwig’s travel time and mitigate business continuity risk. In addition, a driver and company-owned car used for business purposes are made available to Mr. Ludwig on occasion for commuting to and from work. Information concerning the incremental costs to BD of Mr. Ludwig’s personal use of BD-supplied transportation, and the methodology used to calculate these costs, is set forth in the Summary Compensation Table and related notes beginning on page 27.

In order to offset some of the costs incurred by BD in providing the BD aircraft, BD and Mr. Ludwig have entered into a time-sharing arrangement. Under this arrangement, Mr. Ludwig makes time-share payments to BD for his personal use of the BD company aircraft, up to the maximum amount permitted by Federal Aviation Administration regulations without BD being subject to regulation as a charter carrier. The payments cover a

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substantial portion of the variable costs, and reduce the amount of lost tax benefits to BD, associated with Mr. Ludwig’s personal flights. This arrangement is more fully discussed in Note 5 to the Summary Compensation Table on page 28.

Life Insurance. BD had previously provided split-dollar life insurance to the named executive officers and other eligible associates. This program was discontinued in 2003. As a result, BD currently provides term life insurance to the named executive officers and others who were participants in the split-dollar life insurance program at the time of its termination having a pre-retirement death benefit equal to two times the person’s salary at the time of death (compared to the one times salary benefit provided to other BD associates.)

Change of Control Arrangements

BD has entered into change of control employment agreements with each of the named executive officers. These agreements provide for the continued employment of the executives for a period of two years following a change of control of BD. These agreements are intended to retain the executives and provide continuity of management in the event of an actual or threatened change in the control of BD and ensure that the executive’s compensation and benefits expectations would be satisfied in such event. A more complete description of the material terms of BD’s change of control arrangements can be found beginning on page 34.

Compensation of the Chief Executive Officer

The Committee meets with the other independent directors each year in executive session to evaluate the performance of Mr. Ludwig, BD’s Chief Executive Officer. The results of this evaluation are considered in determining his compensation, consistent with the compensation policies described above. The Committee also consults with the Committee’s independent advisor in setting the Chief Executive Officer’s compensation. Neither the Committee nor its independent advisor consults with the Chief Executive Officer or any other members of management when setting the Chief Executive Officer’s compensation.

In November 2005, the Committee approved a 3.6% salary increase for Mr. Ludwig from $994,000 to $1,030,000, effective January 1, 2006. At the same time, the Committee approved a long-term incentive award to Mr. Ludwig consisting of stock appreciation rights for 86,819 shares, 16,812 Career Shares and Performance Units having a target payout of 27,340 shares. This long-term incentive award had a dollar value of $4,202,393 at the time of grant, using a lattice-based binomial option valuation model for the stock options and the prevailing market price of the BD common stock for the Career Shares and Performance Units (without taking any discount for risk of forfeiture). The Committee determined Mr. Ludwig’s salary increase and long-term incentive award after reviewing competitive market data and Mr. Ludwig’s individual performance during the 2005 fiscal year. While the November 2005 long-term incentive award to Mr. Ludwig was granted with respect to fiscal year 2005, it is reflected in the Summary Compensation Table and other tables for fiscal year 2006, as required by the SEC proxy statement rules, since it was awarded during the 2006 fiscal year.

In November 2006, the Committee awarded Mr. Ludwig a $1,150,000 annual incentive payment with respect to fiscal year 2006, representing approximately 102% of Mr. Ludwig’s target award. In setting this award, the Committee reviewed BD’s overall financial performance during the year, as well as Mr. Ludwig’s role in advancing BD’s three strategies of increasing profitable revenue growth through innovation, improving operating effectiveness and strengthening BD’s organizational capabilities. In particular, the Committee noted BD’s revenue growth of 8.5% (excluding the effects of foreign exchange) and the 13.5% growth in earnings per share for the year (adjusted for certain items), along with continued improvements in BD’s profit margins and other financial measures. The Committee also reviewed efforts during the year to improve operational effectiveness (such as the establishment of the Operational Effectiveness Task Force), and the progress made during the year on BD’s growth initiatives, including the institution of a new global product development system designed to enhance BD’s ability to develop new products. The Committee also considered certain organizational realignments that Mr. Ludwig initiated during the year, including the establishment of the “Office of the CEO.” The Office of the CEO consists of the Chief Executive Officer, the Chief Financial Officer and BD’s four Executive Vice Presidents, and is responsible for global strategy formulation and execution.

In recognition of Mr. Ludwig’s leadership during fiscal year 2006 and in light of competitive market data, in November 2006, the Committee also approved a long-term incentive award to Mr. Ludwig consisting of stock appreciation rights for 78,580 shares, 14,991 Career Shares, and Performance Units having a target

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payout of 24,379 shares. This long-term incentive award had a dollar value of $4,604,240 at the time of grant, using the fair value of the awards used by us for financial reporting purposes.

In lieu of a salary increase for Mr. Ludwig for calendar year 2007, the Committee increased Mr. Ludwig’s annual incentive payment target for fiscal year 2007 from 110% to 115% of base salary.

Value of Compensation

Set forth below is a summary of the dollar values of the annual compensation provided to each of the named executive officers:

The above table does not reflect (i) any increase in pension benefits that may accrue to the named executive officers as a result of these compensation actions, (ii) any compensation income resulting from the exercise of previously-awarded stock options or other equity-based compensation awards or changes in the value of such awards, or (iii) earnings on amounts deferred under the Deferred Compensation Plan (none of which were at above-market rates). In addition, the actual value ultimately realized by the named executive officers under the equity-based compensation awards set forth above will vary based on, among other things, BD’s operating performance and fluctuations in the BD stock price.

Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code precludes BD from taking a federal income tax deduction for compensation paid in excess of $1 million to the named executive officers. This limitation does not apply, however, to “performance-based” compensation, as defined under the federal tax laws. Stock appreciation rights, Performance Units and annual incentive awards under the Performance Incentive Plan generally qualify

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as “performance-based” compensation, and are, therefore, fully deductible. Career Shares are also fully deductible, because they are payable when a named executive is no longer employed by BD.

The Committee generally attempts to preserve the deductibility of compensation payments and benefits of the named executive officers. To this end, the Committee used its authority under the terms of the November 2003 Performance Unit grant to require each of Messrs. Ludwig, Cohen, Forlenza and Kozy to defer shares that were otherwise payable to them in November 2006 under this grant. These shares are required to be deferred until such time as the deduction of the payment of these shares will not be limited under Section 162(m). (No mandatory deferral was necessary for Mr. Considine, who has previously elected to defer all of the shares payable to him.)

However, the Committee will not necessarily seek to limit executive compensation to amounts deductible under Section 162(m). The Committee maintains the flexibility to structure BD’s compensation programs in ways that best promote the interests of BD and its shareholders. For instance, Mr. Ludwig’s base salary in fiscal 2006 would have exceeded the amounts deductible under Section 162(m) if a portion of his salary had not been voluntarily deferred by Mr. Ludwig. The Committee approved Mr. Ludwig’s salary, even though it may not be fully deductible, because it believed such salary was necessary to meet market practices and was consistent with the objectives of BD’s executive compensation program.

Executive Share Retention and Ownership Guidelines

In order to promote equity ownership and further align the interests of management with BD’s shareholders, the Committee has adopted share retention and ownership guidelines for senior management. Under these guidelines, executive officers and certain other members of senior management are expected to retain 75% of the net after-tax gain or the net after-tax shares realized under equity-based compensation awards granted after the adoption of the guidelines in July 2004 or after they become subject to the guidelines (if later), until they achieve and continue to maintain a significant ownership position, expressed as a multiple of salary as follows:

The Committee periodically reviews share ownership levels of the persons subject to these guidelines. Shares held directly by the executive, shares held indirectly through the BD 401(k) plan or Deferred Compensation Plan, and Career Shares are included in determining an executive’s share ownership. Shares underlying stock options, including vested options, as well as unvested Performance Units, are not included. Each of the named executive officers has achieved shareholdings in excess of the applicable multiple set forth above.

BD’s insider trading policy expressly prohibits BD associates from engaging in options, puts, calls or other transactions that are intended to hedge against the economic risk of owning BD shares. This policy can be found at www.bd.com/investors/corporate_governance/.

COMPENSATION AND BENEFITS COMMITTEE
Henry P. Becton, Jr., Chair
Basil L. Anderson
Edward F. DeGraan
James F. Orr
Willard J. Overlock, Jr.

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following tables set forth information regarding the compensation of BD’s Chief Executive Officer and the four most highly compensated officers other than the Chief Executive Officer (collectively, the “named executive officers”). These tables should be read in conjunction with the Report of the Compensation and Benefits Committee on Executive Compensation beginning on page 20. The following tables are prescribed by the rules of the SEC. We have also included additional tables that are not required by SEC rules, in order to provide our shareholders with more current information concerning the compensation of our named executive officers.

The following table shows, for the fiscal years ended September 30, 2006, 2005 and 2004, respectively, compensation provided by BD to each of the named executive officers in all capacities in which they served.

SUMMARY COMPENSATION TABLE

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equivalent rights). Performance-based restricted stock unit awards (“Performance Units”) are reflected in the table below at target payout amounts, although actual payouts may be different than the target amount. Awards of Performance Units are not included in the Summary Compensation Table above, but are instead reported as long-term incentive awards in a separate table (see “Long-Term Incentive Plan—Performance Unit Awards in Fiscal Year 2006” on page 30). Market values are determined by multiplying the number of undistributed shares by $70.67, the September 29, 2006 closing price for BD common stock. No discount has been taken to reflect risk of forfeiture or restrictions on transferability. Of the units shown below, only the Career Shares granted in fiscal year 2006 are reflected in the above Summary Compensation Table.

Name		Number of Undistributed Shares							Market Value of Undistributed Shares Held
Edward J. Ludwig					150,808					$		10,657,601
Gary M. Cohen					40,140							2,836,694
John R. Considine					53,181							3,758,301
Vincent A. Forlenza					42,588							3,009,694
William A. Kozy					47,107							3,329,052

The Career Shares and Performance Units awarded to the named executive officers in fiscal year 2006 were issued in tandem with dividend equivalent rights. Under these rights, each time BD pays a dividend on the BD common stock, the named executive officers are credited with additional restricted stock units, determined by dividing the dividends that would be paid on the shares underlying the award (and on the shares underlying any restricted stock units credited pursuant to these dividend equivalent rights) by the prevailing market price of the BD common stock.

During fiscal year 2006, the named executive officers were credited with the following number of restricted stock units under the dividend equivalent rights issued with their Career Shares and Performance Units. The amounts reflected below assume that the Performance Units will pay out at their target amount, although actual payouts may be different than the target amount.

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				and Mr. Ludwig reimburses BD for such costs. Accordingly, a tax deduction for the costs associated with these flights is not allowed to the extent such costs exceed the imputed income and Mr. Ludwig’s reimbursements. BD and Mr. Ludwig have entered into a time-sharing arrangement under which Mr. Ludwig makes time-share payments to BD for his personal use of company-owned aircraft, up to the maximum amount permitted by Federal Aviation Administration regulations without subjecting BD to regulation as a charter carrier. Mr. Ludwig made aggregate payments of $94,450 to BD under this arrangement with respect to his personal flights taken in fiscal year 2006, while the total variable costs associated with these flights was $107,454. A driver and company-owned car used for business purposes are made available to Mr. Ludwig on occasion for commuting to and from work. The amount shown for Mr. Ludwig includes the value ascribed to such use, which reflects a fuel charge and any other variable costs associated with such use (net of federal and state tax benefits). As company-owned cars are used predominantly for business purposes, we have not included fixed costs, such as driver salaries, which do not change based on usage.
(6)				Includes the value attributed to Mr. Cohen’s personal use of the company-owned aircraft. Mr. Cohen used the aircraft for personal use one time during the fiscal year. As described in note 5 above, the value of this flight is based on the incremental variable cost incurred by BD in providing such flight (net of federal and state tax benefits) and the lost tax benefits to BD attributable to such flight.
(7)				Includes reimbursement to Mr. Forlenza for the payment of certain California state tax liabilities. For additional discussion, see “Additional Compensation Arrangements” on page 35.

INFORMATION REGARDING LONG-TERM INCENTIVE COMPENSATION
FOR FISCAL YEAR 2006

Set forth below is information regarding the long-term incentive compensation awards provided to the named executive officers in fiscal year 2006. These awards were made under the 2004 Employee and Director Equity-Based Compensation Plan (the “2004 Plan”).

OPTION/SAR GRANTS IN FISCAL YEAR 2006

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LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AWARDS IN FISCAL YEAR 2006

INFORMATION REGARDING LONG-TERM INCENTIVE COMPENSATION
IN FISCAL YEAR 2007

The applicable rules of the SEC require us to provide information regarding compensation, including equity incentive compensation, earned or paid in fiscal year 2006. We are supplementally providing the information below regarding the long-term equity incentive compensation awards provided to the named executive officers in November 2006 (fiscal year 2007) under the 2004 Plan.

STOCK APPRECIATION RIGHT/CAREER SHARE GRANTS IN FISCAL YEAR 2007

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(2)				The estimated value of the SARs has been determined using a lattice-based binomial option valuation model, based upon the terms of the option grant and BD’s stock price performance history as of the date of the grant. The key assumptions are as follows: dividend yield: 1.37%; volatility: 28.0%; risk-free rate of return: 4.56%; and expected life: 6.5 years. The above estimates do not reflect any adjustments for risk of forfeiture or restrictions on transferability. The assumptions used in the valuation are based upon experience, and are not a forecast of future stock price or volatility, or of future dividend policy.
(3)				The dollar value of the Career Shares reflected in the above table is calculated by multiplying the number of Career Shares awarded by $71.72, the closing price of the BD common stock on the date of grant. The Career Shares will become fully vested and be distributed one year following retirement or upon the happening of other events, such as an involuntary termination without cause. The Career Shares also fully vest upon a change in control of BD. The Career Shares are issued in tandem with dividend equivalent rights. The dollar values reflected in the above table do not reflect any adjustments for risk of forfeiture or restrictions on transferability, or for the value of the tandem dividend equivalent rights.

LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AWARDS IN FISCAL YEAR 2007

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STOCK OPTION EXERCISES DURING FISCAL YEAR 2006

The following table contains information relating to the exercise of stock options by the named executive officers during fiscal year 2006, as well as the number and value of their unexercised options as of September 30, 2006. The following table does not reflect the SARs granted to the named executive officers in November 2006, following the end of the 2006 fiscal year.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2006 AND
FISCAL YEAR-END OPTION VALUES