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

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Becton, Dickinson & Company

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

December 21, 2007

Dear Fellow Shareholders:

You are cordially invited to attend the 2008 Annual Meeting of Shareholders of Becton, Dickinson and Company (“BD”) to be held at 1:00 p.m. EST on Tuesday, January 29, 2008 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 also will 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.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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

December 21, 2007

The 2008 Annual Meeting of Shareholders of Becton, Dickinson and Company (“BD”) will be held as follows:

Shares represented by properly executed proxies will be voted in accordance with the instructions specified therein. Shares represented by proxies that are not limited to the contrary will be voted for the election as directors of the persons nominated in the accompanying proxy statement (Proposal 1), for Proposal 2, and against Proposals 3, 4 and 5.

BD’s proxy statement and 2007 Annual Report to Shareholders are available at www.bd.com/investors/.

Shareholders of record at the close of business on December 7, 2007 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

2008 ANNUAL MEETING OF SHAREHOLDERS
Tuesday, January 29, 2008

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 21, 2007 in connection with the solicitation of proxies by the Board of Directors for BD’s Annual Meeting of Shareholders (the “2008 Annual Meeting”) to be held at 1:00 p.m. EST on Tuesday, January 29, 2008 at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey. This proxy statement and BD’s 2007 Annual Report to Shareholders are also available at www.bd.com/investors/.

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 $20,000 plus expenses. The cost of soliciting proxies will be borne by BD.

Shareholders Entitled to Vote; Attendance at the Meeting

Shareholders of record at the close of business on December 7, 2007 are entitled to notice of and to vote at the meeting. As of such date, there were 244,129,009 shares of BD common stock outstanding, each entitled to one vote.

If your shares are held beneficially in the name of a bank, broker or other holder of record (also known as “street name”) and you wish to attend the meeting, you must present proof of such ownership, such as a current bank or brokerage account statement, to be admitted.

BD also may request appropriate identification as a condition of admission.

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. Under BD’s Corporate Governance Principles, any nominee for director who receives a greater number of votes “withheld” than votes “for” is required to offer to submit his or her resignation from the Board following the shareholder vote. The Board will consider what action is to be taken with respect to same. We will publicly disclose the Board’s decision. A more detailed description of these procedures is contained on page 17 under the heading “Voting for Directors” and in BD’s Corporate Governance Principles, which are attached as Appendix B to this proxy statement and also are available on BD’s website at www.bd.com/investors/corporate_governance/.

Approval of Proposals 2, 3, 4 and 5 requires the affirmative vote of a majority of the votes cast at the meeting. Under New Jersey law, 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.

How to Vote

Shareholders of record may attend and cast their votes at the meeting. In addition, 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.

Votes cast through the internet and telephone voting procedures are authenticated 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, voting instructions submitted by mail, the internet or telephone by participants in BD’s Global Share Investment Program (“GSIP”) and BD’s Savings Incentive Plan (“SIP”) must be received by 12:00 p.m. EST on January 23, 2008 and January 28, 2008, respectively. All other proxies submitted through the internet or by telephone must be received by 11:00 a.m. EST on January 29, 2008.

If you are the beneficial owner of shares held in “street name,” you have the right to direct your bank, broker or other holder of record on how to vote your shares by using the voting instruction form provided to you by the record holder, or by following their instructions for voting through the internet or by telephone. In the alternative, you may vote in person at the meeting if you obtain a valid proxy from your bank, broker or other holder of record and present it at the meeting.

Savings Incentive Plan (SIP)

Participants in 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 SIP 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’s 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 Credit Suisse (UK) Limited under BD’s GSIP, may also be voted on all matters submitted to BD shareholders and carry one vote per share. Each participant in the DDP and DCP and, if so provided under the terms of the local country GSIP plan, in 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 GSIP, if the registrations are the same. Separate mailings will be made for shares not held under the same registrations.

Revocation of Proxies

A proxy given by a shareholder of record 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 under the heading “How to Vote”) bearing a later date, or by voting in person at the meeting.

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Participants in the plans described above may revoke their voting instructions by delivering new voting instructions by one of the methods described above under the heading “How to Vote.”

If you are the beneficial owner of shares held in “street name,” you may submit new voting instructions in the manner provided by your bank, broker or other holder of record, or you may vote in person at the meeting in the manner described above under the heading “How to Vote.”

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.

OWNERSHIP OF BD COMMON STOCK

Securities Owned by Certain Beneficial Owners

The following table sets forth as of September 30, 2007, 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, 2007. 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, 2007 information concerning the beneficial ownership of BD common stock by (i) each director, (ii) the executive officers named in the Summary Compensation Table on page 33, 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 that may be acquired under outstanding stock options or otherwise within 60 days of such date.

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 1.3% 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

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Equity Compensation Plan Information

The following table provides certain information as of September 30, 2007 regarding BD’s equity compensation plans.

Deferred Compensation Plan. Information regarding the Deferred Compensation Plan can be found beginning on page 29 of this proxy statement.

Global Share Investment Program. BD maintains a Global Share Investment Program (“GSIP”) for its non-U.S. employees in certain jurisdictions outside of the United States. The purpose of the GSIP is to provide 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. 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 nonqualified stock options under the Non-Employee Directors 2000 Stock Option Plan (the “Directors Stock Option Plan”), which provided for the granting of nonqualified stock options at each Annual Meeting of Shareholders to each non-management director elected at or continuing to serve after such meeting. Options are no longer granted under the Directors Stock Option Plan.

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The 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 option granted under the plan has a term of 10 years from its date of grant. The 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 outstanding common stock, or a “change in control” of BD (as defined in the plan), all outstanding 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, in an unfunded cash account or a BD common stock account, 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 participant’s BD common stock account is credited to reflect the payment and reinvestment of dividends on the common stock. Participants may elect to have amounts held in a cash account converted into a BD common stock account, or convert amounts in a BD common stock account into a cash account, subject to certain restrictions. 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.

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, 2006 through September 30, 2007, all of its directors and executive officers were in compliance with the disclosure requirements of Section 16(a), except that a report of a cashless stock option exercise by David T. Durack was 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 Basil L. Anderson, Marshall O. Larsen, Gary A. Mecklenburg, Cathy E. Minehan and Alfred Sommer to serve for a term of three years until the 2011 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. Mr. Larsen and Ms. Minehan joined the Board on September 24, 2007 and November 19, 2007, respectively. Mr. Larsen was identified as a potential Board member by an executive search firm retained by the Corporate Governance and Nominating Committee, and Ms. Minehan was identified by a non-management director. James E. Perrella, who has reached the mandatory retirement age under BD’s Corporate Governance Principles, will retire as a member of the Board effective at the conclusion of the 2008 Annual Meeting.

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 other directors continuing in office following the 2008 Annual Meeting.

NOMINEES FOR DIRECTOR

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		Cathy E. Minehan, 60, was elected by the Board effective November 19, 2007. She retired as President and Chief Executive Officer of the Federal Reserve Bank of Boston in July 2007, a position she held since 1994. She also served on the Federal Open Market Committee from 1994 until her retirement. Ms. Minehan also is a director of Visa Inc., and is a trustee of the Massachusetts General Hospital and the University of Rochester.
		Alfred Sommer, M.D., M.H.S., 65, 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 School of Medicine. He is Dean Emeritus of the Bloomberg School, having served as Dean from 1990 to 2005. He is a member of the National Academy of Sciences 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.

CONTINUING DIRECTORS

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		Willard J. Overlock, Jr., 61, 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, and retains the title of Senior Director to The Goldman Sachs Group, Inc. Mr. Overlock also is an advisor to the Parthenon Group, a special partner with Cue Ball Group, and a trustee of Rockefeller University.
		Bertram L. Scott, 56, has been a director since 2002. Mr. Scott is Executive Vice President of TIAA-CREF, a position he has held since joining the organization in November 2000. He also served as President and Chief Executive Officer of TIAA-CREF Life Insurance Company from 2000 to June 2007.
Term to Expire 2010
		Henry P. Becton, Jr., 64, has been a director since 1987. He is Vice Chairman of the Board of Trustees of WGBH Educational Foundation, a producer and broadcaster of public television and radio programs and books and other educational materials. He served as President of WGBH Educational Foundation from 1984 to October 2007. Mr. Becton also is a director of Belo Corporation, Public Radio International and the PBS Foundation, the Vice Chairman of the Board of the Association of Public Television Stations, and a director/trustee of various DWS Scudder mutual funds.
		Edward F. DeGraan, 64, has been a director since 2003. In 2006, he retired as Vice Chairman – Gillette of the Procter & Gamble Company, a manufacturer of consumer products. Prior thereto, he was Vice Chairman of The Gillette Company, and served as its President and Chief Operating Officer from July 2000 until November 2003. He served as Acting Chief Executive Officer of Gillette from October 2000 to February 2001. Mr. DeGraan also is a director of Amica Mutual Insurance Company and a Senior Advisor of Centerview Partners, L.P.

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		Adel A.F. Mahmoud, M.D., Ph.D, 65, has been a director since 2006. In 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. In January 2007, he joined Princeton University as Professor, Department of Molecular Biology and the Woodrow Wilson School of Public and International Affairs. Dr. Mahmoud also is a director of Sanaria, Inc., a malaria vaccine development organization.
		James F. Orr, 62, has been a director since 2000. He is Chairman of the Board of Convergys Corporation, a provider of customer management, employee care and outsourced billing services, a position he has held since 2000, and is scheduled to retire effective December 31, 2007. He also served as Chief Executive Officer from 1998 until his retirement from that position in April 2007, and as President from 1998 to 2005. Mr. Orr also is a director of Ohio National Financial Services, Inc.

The Board of Directors recommends a vote FOR each of the nominees for director.

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BOARD OF DIRECTORS

The Board and Committees of the Board

BD is governed by a Board of Directors that currently consists of fourteen members. 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. All Committees meet regularly, except for the Executive Committee, which is constituted to meet only as necessary. 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.

Committee Membership and Function

Set forth below is a summary of each of the Board’s key Committees.

AUDIT COMMITTEE

Function

The Board has determined that the members of the Audit Committee meet the independence and financial literacy and expertise requirements of the NYSE. The Board also has determined that each of Messrs. Anderson, Larsen, Orr and Scott, and Ms. Minehan, 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 has reviewed Mr. Anderson’s obligations as a member of the other audit committees 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

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Members		Henry P. Becton, Jr. – Chair Basil L. Anderson Edward F. DeGraan Marshall O. Larsen James F. Orr Willard J. Overlock, Jr.

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

The Compensation and Benefits Committee oversees the compensation program for the named executive officers and for the other members of senior management who report to the Chief Executive Officer. The Compensation and Benefits Committee may not delegate these responsibilities to another Committee, individual director or member of management.

The Compensation and Benefits Committee meets regularly six times a year, and holds special meetings as needed. Compensation and Benefits Committee meetings may be called by the Committee chair, the Chairman of the Board or a majority of Committee members. The Compensation and Benefits Committee’s meetings are typically attended by BD’s Chief Executive Officer, Chief Financial Officer, Senior Vice President – Human Resources and others, who provide management’s perspective and recommendations on compensation issues. The Compensation and Benefits Committee meets in executive session with no members of management present for part of each of its regular meetings. The Chief Executive Officer and Senior Vice President – Human Resources also work with the Committee chair in establishing meeting agendas.

The Compensation and Benefits Committee is assisted in fulfilling its responsibilities by its advisor, Towers Perrin. Towers Perrin is engaged by, and reports directly to, the Compensation and Benefits Committee. Towers Perrin reviews all materials prepared for the Compensation and Benefits Committee by management, prepares additional materials as may be requested by the Compensation and Benefits Committee, and attends all Compensation and Benefits Committee meetings. In its advisory role, Towers Perrin assists the Compensation and Benefits Committee in the design and implementation of BD’s compensation program. This includes assisting the Compensation and Benefits Committee in selecting the specific compensation elements to include in the program and the targeted payments for each element, and the establishment of performance targets.

Towers Perrin also conducts an annual review of the compensation practices of select peer companies. Based on this review, Towers Perrin advises the Compensation and Benefits Committee with respect to the reasonableness and competitiveness of BD’s compensation program in comparison to industry practices, and identifies any trends in executive compensation.

During fiscal year 2007, Towers Perrin was not engaged to perform any services for BD’s management. The Compensation and Benefits Committee has adopted a policy prohibiting Towers Perrin from providing any services to management without the Compensation and Benefits Committee’s prior approval, and has expressed its intention that such approval will be given only in exceptional cases.

At the end of each fiscal year, the Board conducts a review of the Chief Executive Officer’s performance. As part of this process, the Chief Executive Officer provides a self-assessment report. At the following Board meeting, the Board sets the compensation of the Chief Executive Officer, after considering its assessment of the Chief Executive Officer’s performance, market comparison data and the recommendations of the Compensation and Benefits Committee. This determination is made in executive session, in consultation with Towers Perrin. Neither the Chief Executive Officer nor any other members of management are present during this session.

The Compensation and Benefits Committee is responsible for determining the compensation of BD’s other executive officers. The Chief Executive Officer, in consultation with the Senior Vice President – Human Resources, reviews the performance of the other named executive officers with the Compensation and Benefits Committee and presents compensation recommendations for its consideration. The Compensation and Benefits Committee determines the compensation for these executives, in consultation with Towers Perrin, after considering the Chief Executive Officer’s recommendations, market comparison data regarding compensation levels among peer companies and the views of Towers Perrin.

The Board has delegated responsibility for formulating recommendations regarding non-management director compensation to the Corporate Governance and Nominating Committee, which is discussed below.

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CORPORATE AFFAIRS COMMITTEE

Function

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

Function

The Board has determined that each member of the Corporate Governance and Nominating Committee meets the independence requirements of the NYSE. The Corporate Governance and Nominating Committee reviews the compensation program for the non-management directors and makes recommendations to the Board regarding their compensation, and may not delegate these responsibilities to another Committee, individual director or member of management. The Corporate Governance and Nominating Committee reviews the composition, effectiveness and competitiveness of BD’s director compensation structure, and has retained Towers Perrin as an independent advisor. Towers Perrin’s responsibilities include providing assistance in developing an appropriate director compensation peer group; generating market comparison data on the elements and levels of director compensation at peer companies; tracking trends in director compensation practices; and advising the Corporate Governance and Nominating Committee regarding the components and levels of director compensation of directors. Executive officers do not play any role in either determining or recommending director compensation.

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 fiscal year 2007:

The Executive Committee did not meet during fiscal year 2007.

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 fiscal year 2007. BD’s non-management directors met in executive session three times during fiscal year 2007.

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 2007 Annual Meeting of Shareholders on January 30, 2007, except Edward F. DeGraan, who had a previous commitment.

Non-Management Directors’ Compensation

The Board believes that providing competitive compensation is necessary to attract and retain qualified non-management directors. The key elements of BD’s non-management director compensation are a cash retainer, Committee chair fees, and equity-based compensation. 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 18. This retention feature serves to better align the interests of the directors and BD shareholders and ensure compliance with the director share ownership guidelines discussed below.

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

Cash Retainer/Fees

Each non-management director receives an annual 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 the Audit Committee’s significant responsibilities. Directors do not receive meeting fees, nor are any additional fees paid to the Lead Director.

Additional fees of $1,500 (the “Additional Fees”) are paid to 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 director 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 2007 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.

Other Arrangements

BD reimburses non-management directors for travel and other business expenses incurred in the performance of their services for BD. Directors may periodically travel on BD aircraft in connection with such activities, and, on limited occasions, spouses of directors have joined them on such flights. In the event

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directors utilize other private aircraft, they are reimbursed for the incremental cost thereof. 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 (currently up to an aggregate of $10,000 annually) that are made by a director or employee to qualifying nonprofit organizations. Effective January 1, 2008, the aggregate annual matching gift amount per participant will be reduced to $5,000.

Fiscal Year 2007 Non-Management Director Compensation

The following table sets forth the compensation received by the non-management directors during fiscal year 2007. (No data is presented for Ms. Minehan, who was elected to the Board effective November 19, 2007.)

Director Compensation

Stock options have not been issued to non-management directors since the 2005 Annual Meeting of Shareholders.

Changes to Non-Management Director Compensation

During fiscal year 2007, the Board undertook a review of the compensation of its non-management directors. This review included an analysis of the director compensation practices of certain peer companies,

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including the forms of equity-based compensation used, the mix of cash and equity-based compensation and total compensation.

The peer group included the following companies: Agilent Technologies, Inc.; Alcon, Inc.; Allergan, Inc.; C.R. Bard, Inc.; Baxter International Inc.; Beckman Coulter, Inc.; Boston Scientific Corporation; Hospira, Inc.; Medtronic, Inc.; PerkinElmer, Inc.; St. Jude Medical, Inc.; Stryker Corporation; Thermo Fisher Scientific Inc.; and Zimmer Holdings, Inc.

As a result of its review, the Board approved the following revised compensation structure for its non-management directors, effective at the conclusion of the 2008 Annual Meeting:

Based on its findings, the Board believes these changes will place the compensation for BD’s non-management directors within a competitive range when compared to the peer group mentioned above. With these changes, approximately two-thirds of the compensation paid to the non-management directors (not including Committee chair fees) will continue to be equity-based compensation that directors will be required to retain until they complete their service on the Board.

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 cash retainer and other cash fees pursuant to the provisions of the 1996 Directors’ Deferral Plan. Directors may also defer receipt of shares issuable to them under their restricted stock units upon leaving the Board. A general description of the 1996 Directors’ Deferral Plan appears on page 6.

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:

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

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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; annual evaluations of the Chief Executive Officer, the Board, its Committees, and (when they stand for re-election) individual directors; conflicts of interest; and charitable contributions to entities affiliated with BD’s executive officers and directors, each of which is discussed below.

The Principles are attached as Appendix B to this proxy statement and are also available on BD’s website at www.bd.com/investors/corporate_governance/. Printed copies of the Principles 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.

Equity Grant Dating

The backdating of stock option grants at various public companies continues to generate considerable attention. During fiscal year 2006, BD reviewed its established equity-granting practices and confirmed that no backdating had occurred, and that its practices regarding the issuance of equity grants effectively guard against the backdating of awards. In September 2006, the Compensation and Benefits Committee adopted a comprehensive policy that incorporated BD’s existing practices and added a provision intended to ensure that the timing of public announcements does not affect the valuation of an equity grant (known as “springloading”). BD’s equity grant dating policy is available on BD’s website at www.bd.com/investors/corporate_governance/.

Voting for Directors

The Board has adopted a Principle that provides that any nominee in an uncontested election who receives more votes “withheld” from his or her election than votes “for” his or her election must offer to submit his or her resignation following the shareholder vote. The Corporate Governance and Nominating Committee will consider and recommend to the Board whether to accept the resignation offer. The other independent directors will decide the action to take with respect to the offer of resignation within 90 days following the shareholder vote. The Board’s decision will be disclosed in a report on a Form 8-K filed by BD with the SEC within four business days of the decision. Any director who offers to submit his or her resignation pursuant to this provision will not participate in the deliberations of either the Corporate Governance and Nominating Committee or the Board. The complete terms of this policy are included in the Principles.

Annual Report of Charitable Contributions

In furtherance of BD’s commitment to good governance and disclosure practices, BD’s 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. BD posts on its website, at www.bd.com/investors/corporate_governance/, 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. The Contributions Report, which BD has voluntarily issued since 2002, includes a discussion of BD’s contributions philosophy and the alignment of BD’s philanthropic activities with its philosophy, together with additional information about each donation or pledge.

Enterprise Compliance

Under the oversight of the Corporate Affairs Committee, BD has established an enterprise function aimed at ensuring that BD is effective at preventing and detecting violations of the many laws, regulations and policies affecting its business (“Enterprise Compliance”), 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

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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. Courses offered include a global computer-based compliance training program focused on the BD Business Conduct and Compliance Guide, as well as courses covering antitrust, respect and responsibility, export compliance, 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 equity interests will help to better align the interests of the non-management directors with shareholders. 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 cash retainer by the number of years the director has served. Each non-management director who has served for at least one full year currently owns shares in an amount sufficient to comply with these guidelines.

Lead Director

The Principles 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 annually reviews the designation of the Lead Director. BD’s Lead Director currently is Henry P. Becton, Jr.

Director Independence/Certain Relationships and Related Transactions

Under the NYSE rules and the Principles, a director is deemed not to be independent if the director has a direct or indirect material relationship with BD (other than his or her relationship as a director). 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 types of 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 either 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 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, Marshall O. Larsen, Dr. Adel A.F. Mahmoud, Gary A. Mecklenburg, Cathy E. Minehan, James F. Orr, Willard J. Overlock, Jr., James E. Perrella, Bertram L. Scott and Dr. Alfred Sommer. Edward J. Ludwig is an employee of BD and, therefore, is not independent under the NYSE rules and the Principles.

In determining that each of the non-management directors is independent, the Board considered that, at various times over the prior three years, BD in the ordinary course of business entered into transactions or had other dealings with organizations with which certain directors or their immediate family members are, or were,

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affiliated (referred to as a “director-affiliated organization”). Such affiliations included service by the director or an immediate family member as an officer, employee, adjunct faculty member or governing or advisory board member of such organizations. Such transactions included the sale or purchase of products and/or services, licensing of intellectual property rights, the making of charitable contributions, and other activities.

In conducting its review, the Board determined that, in each instance, the amount paid to, or received from, the director-affiliated organization was significantly below the levels that would impair a director’s independence under the Independence Guidelines. In addition, in most instances, the director played no active role in the director-affiliated organization’s relationship with BD, and, in some instances, the relationship involved a unit of such organization other than the one with which the director has been involved. Accordingly, the Board determined that none of these relationships was material or conflicted with BD’s interests, or impaired the relevant director’s independence or judgment. The types of transactions considered by the Board in this respect consisted of payments related to the purchase of products and/or services, the licensing of intellectual property rights or other activities (in the cases of Messrs. Anderson, DeGraan, Larsen, Mecklenburg, Overlock, Perrella and Scott, Drs. Fraser-Liggett, Mahmoud and Sommer, and Ms. Minehan) and charitable contributions (in the cases of Messrs. Overlock and Scott, and Drs. Mahmoud and Sommer).

This independence review is one of several established policies and procedures through which the Board (through the Corporate Governance and Nominating Committee) may review transactions and relationships between BD and its directors, and executive officers or their family members, and organizations with which they are affiliated. In November 2006, the Board supplemented these policies and procedures with a new written policy (the “Policy”) covering transactions involving more than $120,000 per year where a director, executive officer or shareholder owning more than 5% of BD’s stock (excluding certain passive investors) or their immediate family members, has, or will have, a material interest, regardless of whether the transaction impacts a director’s independence. The Policy excludes specified transactions including charitable contributions, transactions available to employees generally, certain ordinary course employment relationships, and indemnification and advancement of certain expenses. The Corporate Governance and Nominating Committee is responsible for the review and approval or ratification of transactions subject to the Policy. The Corporate Governance and Nominating Committee will approve or ratify only those transactions that it determines in its business judgment are fair and reasonable to BD and in (or not inconsistent with) the best interests of BD and its stockholders, and do not impact the director’s independence. None of the transactions reviewed in connection with the independence of the non-management directors that occurred during fiscal year 2007 were subject to approval or ratification under the Policy because the $120,000 threshold was not exceeded and/or the interest of the director was not material.

In connection with Cathy E. Minehan’s election to the Board, in November 2007, the Committee considered under the Policy the fact that her husband holds a senior management position as a managing director at Goldman, Sachs & Co. (“Goldman Sachs”), which has provided investment banking and certain financial services to BD (a senior management position may be deemed to give rise to a material interest in contrast to, for example, service as a member of the board of directors of a director-affiliated organization, which, under applicable rules and the Policy, is presumed not to give rise to a material interest). BD paid Goldman Sachs approximately $6.6 million for such services during fiscal year 2007, which represented less than 1/100th of one percent of the consolidated operating revenues of Goldman Sachs’ parent entity, The Goldman Sachs Group, Inc., during its most recent fiscal year. BD’s relationship with Goldman Sachs predated Ms. Minehan’s election to the Board, and her husband has played no role in the dealings of Goldman Sachs with BD. The Corporate Governance and Nominating Committee concluded that the financial services to be provided by Goldman Sachs in fiscal year 2008 are on commercially reasonable terms and would not impair Ms. Minehan’s independence or judgment. Accordingly, the Corporate Governance and Nominating Committee approved BD’s engagement of Goldman Sachs to provide such services during fiscal year 2008.

During fiscal year 2007, BD also engaged several shareholders holding 5% or more of BD common stock (or their affiliated operating units) for various financial services. Fees paid were as follows: Barclays Global Investors, NA $1,040,000 (banking services and investment management of various pension plan and Savings Incentive Plan funds); State Street Corporation $645,000 (banking services and investment management of various Savings Incentive Plan funds); and FMR Corporation $65,000 (management of certain Deferred Compensation Plan funds). These transactions are not required to be approved under the Policy since these entities are considered passive investors in BD.

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Compensation Committee Interlocks and Insider Participation

No member of the Compensation and Benefits Committee has served as a BD officer or employee at any time. No BD executive officer serves as a member of the compensation committee of any other company that has an executive officer serving as a member of BD’s Board. No BD executive officer serves as a member of the board of directors of any other company that has an executive officer serving as a member of the Compensation and Benefits Committee.

Board Evaluation

Each year the Board evaluates its performance and effectiveness. As part of this process, each director completes a Board Evaluation Form to provide feedback on specific aspects of the Board’s role, organization and meetings. The collective ratings and comments are then presented by the Chair of the Corporate Governance and Nominating 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. 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/). Additionally, each Board Committee conducts an annual self-evaluation of its performance through a similar process.

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 Corporate Governance and Nominating Committee’s policy to consider referrals of prospective nominees for the Board from other Board members and management, as well as shareholders and other external sources such as retained executive search firms. The Corporate Governance and Nominating Committee utilizes the same criteria for evaluating candidates irrespective of their source.

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.

The Corporate Governance and Nominating Committee believes that any nominee must meet the following minimum qualifications:

When considering director candidates, the Corporate Governance and Nominating 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 the Board’s effectiveness. From time-to-time, the Corporate Governance and Nominating Committee has retained an executive search firm to assist it in its efforts to identify and evaluate potential director candidates.

The Corporate Governance and Nominating Committee assesses the characteristics and performance of incumbent director nominees against the above criteria as well, 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 Corporate Governance and Nominating Committee reports its conclusions and recommendations for nominations to the Board.

BD’s director nomination process resulted in the election of two new directors in calender year 2007. The Board elected Marshall O. Larsen, Chairman, President and Chief Executive Officer of Goodrich Corporation,

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effective September 24, 2007, and Cathy E. Minehan, retired President and Chief Executive Officer of the Federal Reserve Bank of Boston, effective November 19, 2007.

Business Conduct and Compliance Guide

BD maintains a Business Conduct and Compliance Guide (the “Guide”) that was 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, principal accounting officer 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 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 associates worldwide, 7 days a week, 24 hours a day. Translation services are also available to associates. Associates 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 Values, associate education regarding the Guide and its requirements, and ethics training sessions. BD’s Core Values are:

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 principal accounting officer 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, phone 1-201-847-6800.

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COMPENSATION DISCUSSION AND ANALYSIS

The following is a discussion of our executive compensation program and the compensation decisions made for fiscal year 2007 with respect to Edward J. Ludwig, our Chief Executive Officer (referred to as our “CEO”), and the other executive officers named in the Summary Compensation Table on page 33. We refer to these executive officers as the “named executive officers.”

The following discussion includes statements regarding performance targets in the limited context of our executive compensation program. These targets should not be understood to be statements of management’s expectations of our future results or other guidance. Investors should not apply these targets in any other context.

Objectives of our executive compensation program

An understanding of our executive compensation program begins with an understanding of the objectives the program is intended to serve. These include:

How executive compensation is determined

The role of the Compensation and Benefits Committee and its consultant, and of management

The Compensation and Benefits Committee of the Board (referred to as the “Compensation Committee”) oversees the compensation program for the named executive officers and for the other members of senior management who report to the CEO. The Compensation Committee is assisted in fulfilling its responsibilities by its advisor, Towers Perrin. Towers Perrin is engaged by, and reports directly to, the Compensation Committee. Additional information on the roles of the Compensation Committee, Towers Perrin and management in the process for determining executive compensation is on page 12.

How the elements of our compensation program were selected

The Compensation Committee is responsible for determining the elements of our compensation program. In doing so, the Compensation Committee seeks to structure our program in a way that furthers our program objectives of providing a competitive compensation package, promoting our pay-for-performance philosophy and aligning the interests of our executives and shareholders. In structuring the program, the Compensation Committee considered market comparison information provided by Towers Perrin regarding executive compensation practices generally and at selected peer companies.

The key compensation elements selected by the Compensation Committee include:

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o				performance-based restricted stock units, or “Performance Units,” which vest after three years and the value of which is tied to BD’s achievement of performance objectives over a three-year performance period.

The Compensation Committee believes that this combination of salary, cash incentive and equity-based compensation is appropriate to provide a competitive compensation package to our executives based on prevailing market practices. At the same time, by including the PIP and awards of Performance Units and SARs in the program, the Compensation Committee has tied a significant portion of target compensation to performance, which the Compensation Committee believes supports our pay-for-performance philosophy and the achievement of our strategic goals. While no specific formula is used to determine the allocation between performance-based and fixed compensation, this emphasis on pay-for-performance resulted in performance-based compensation representing the largest portion of the total target compensation (meaning salary, PIP and equity-based compensation) of the named executive officers in fiscal year 2007. Specifically, for fiscal year 2007 and based on the SFAS No. 123(R) grant date fair values of their equity-based compensation awards, performance-based compensation amounted to approximately 69% of total target compensation for the CEO and approximately 60% to 62% of total target compensation for the other named executive officers.

In addition, the inclusion of equity-based compensation in our program serves to align the interests of the named executive officers with those of our shareholders and promote executive retention.

The Compensation Committee also reviews other elements of executive compensation, including retirement benefits, perquisites and change of control arrangements, on a regular basis. Each of these is discussed below.

The use of market comparison data

The Comparison Group. The Compensation Committee compares BD’s executive compensation program to that of a group of select peer companies. This review is done with respect to both the structure of our executive compensation program and target compensation.

The peer group used by the Compensation Committee consists of 17 companies that we believe we compete with for executive talent. This group is referred to as the “Comparison Group.” The companies included in the Comparison Group were selected by the Compensation Committee based on the recommendation of Towers Perrin. Information on the pay practices of the Comparison Group is provided by Towers Perrin to the extent such information is available.

The following companies made up the Comparison Group (data regarding Abbott Laboratories, Johnson & Johnson and Roche Diagnostics were used only with respect to business unit positions):

Compensation Structure and Targets. Towers Perrin conducts an annual comparison of our executive compensation structure and practices to those of the Comparison Group. This review covers several aspects of our program, including compensation elements, pay targets and performance measures. Based on its review in 2007, Towers Perrin concluded that the structure of BD’s compensation program is consistent with industry practices and the program objectives described above, and did not recommend any changes to our current program.

Market comparison data is also used in setting compensation target levels for each of the key elements of our program (salary, cash incentive and equity-based compensation) and for the combined total of these elements. For each of the key elements, the Compensation Committee seeks to determine the prevailing competitive range of target compensation based on publicly-available information and the advice of Towers Perrin, with the mid-point of the range being the 50th percentile of the Comparison Group. The Committee then

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seeks to set each element of compensation within this competitive range, assuming payout of performance-based awards at target. An executive’s actual compensation may be more or less than the target amount set by the Compensation Committee based on BD’s performance, changes in our stock price and other factors.

Setting compensation targets based on market comparison data is intended to ensure that our compensation practices are competitive in terms of attracting and retaining executive talent. Because each compensation element is targeted to be within a competitive range based on available data, compensation decisions made with respect to one element of compensation do not affect decisions made with respect to other compensation elements. It is also for this reason that no specific formula is used to determine the allocation between cash and equity-based compensation. In addition, because a named executive officer’s compensation target is set by reference to persons with similar duties at the Comparison Group companies, the Compensation Committee does not establish any fixed relationship between the compensation of the CEO and that of any other named executive officer.

The use of “tally sheets”

In fiscal year 2007, the Compensation Committee reviewed a summary report or “tally sheet” prepared by Towers Perrin for each named executive officer. The purpose of a tally sheet is to show the total dollar value of the executive’s annual compensation. This includes an executive’s salary, annual cash incentive award, equity-based compensation, perquisites, pension benefit accruals and other compensation. The tally sheet also shows holdings of BD common stock and accumulated unrealized gains under prior equity-based compensation awards. In addition, the tally sheet shows amounts payable to the named executive officer upon termination of the executive’s employment under various circumstances, including retirement or a change of control. The Compensation Committee uses tally sheets to estimate the total annual compensation of the named executive officers, and provide perspective on the named executive officers’ wealth accumulation from our compensation programs and payouts to the named executive officers under a range of termination scenarios.

While considered by the Compensation Committee, pension accruals and compensation previously paid to the named executive officers, including amounts realized or realizable under prior equity-based compensation awards, did not affect the Compensation Committee’s compensation decisions for fiscal year 2007. This reflects the Compensation Committee’s views that an executive’s compensation levels should reflect the executive’s performance and the market value of his services. The Compensation Committee further believes that reducing an executive’s compensation based on the value of past compensation would weaken the competitiveness of our compensation program and make it more difficult to attract and retain executive talent.

The role of individual goals

Individual goals are set each year for the named executive officers. These include financial, organizational and operational objectives that are tied to our business plan and overall strategy. In addition to the achievement of corporate goals, the Compensation Committee considers an executive’s performance against his individual goals for the year when making compensation decisions. This enables the Compensation Committee to differentiate among executives and emphasize the link between personal performance and compensation.

The key elements of our executive compensation program

As was stated earlier, the key elements of our compensation program are salary, an annual cash incentive under our PIP, and long-term equity-based compensation awards.

Base salary

Salaries are based on the executive’s performance, scope of responsibilities and experience, competitive pay practices and tenure. Base salary is intended to provide a fixed, baseline level of compensation that is not contingent upon BD’s performance, although performance does influence salary adjustments.

In November 2006, the Compensation Committee approved salary increases for Gary M. Cohen and John R. Considine of 3.7% and 3.8%, respectively. These increases were made to maintain market competitiveness based on available market comparison data, and were at rates consistent with salary rate increases at BD generally. In addition, the annual salaries of Vincent A. Forlenza and William A. Kozy were increased approximately 8% and 9%, respectively. These increases were intended to more closely align the salaries of Messrs. Forlenza and Kozy with that of Mr. Cohen in connection with an internal restructuring, and also to

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reflect market conditions. As part of this restructuring, the roles of Messrs. Cohen, Forlenza and Kozy changed from that of segment presidents, each with responsibility only for a particular segment, to Executive Vice Presidents having corporate-wide responsibilities for our operating businesses. All of the foregoing salary increases became effective January 1, 2007.

At Mr. Ludwig’s request, instead of a salary increase for calendar year 2007, the Board approved an increase in his PIP award target for fiscal 2007 from 110% to 115% of base salary. This served to increase the amount of Mr. Ludwig’s fiscal year 2007 compensation that was tied to performance.

Performance-based annual cash incentive awards

The PIP provides the named executive officers an opportunity to receive an annual cash payment in addition to their salaries. PIP payments are intended to reward the named executive officers for their individual performance and the performance of BD overall. The Compensation Committee believes that providing annual cash incentive opportunities is an important part of maintaining a competitive executive compensation program.

Target awards. The target annual incentive payments for the named executive officers are set each fiscal year, based on job responsibilities. These targets are expressed as a percentage of base salary. For fiscal year 2007, award targets for the named executive officers were as follows:

Incentive award payments may range from zero to 200% of the named executive officer’s target (200% being the maximum individual award permitted under the PIP), based on BD’s and the individual’s performance. The Grants of Plan-Based Awards table on page 35 shows the range of possible payments under the PIP for fiscal year 2007.

The Compensation Committee establishes a baseline performance formula, which, if achieved, establishes a maximum PIP award allocation for each of the named executive officers for the fiscal year. The Compensation Committee has the discretion (and has historically exercised this discretion) to reduce the amount of the award based on such factors as the Compensation Committee deems appropriate. Among the factors the Compensation Committee considers is the funding level established for PIP payments and the named executive officer’s performance during the year.

Funding levels for fiscal year 2007. Payments of annual incentive awards to all employees, including the named executive officers, are made from a pool that is funded based on a formula tied to a performance target. While management typically recommends performance targets for PIP funding, the targets are ultimately set by the Compensation Committee, in consultation with Towers Perrin.

Under the funding formula set for fiscal year 2007, if BD’s performance was below 80% of the performance target, no PIP awards would be made. Performance at this 80% threshold level would result in funding at 50% of target awards. Performance above the threshold level would result in incremental increased funding, up to a maximum funding level of 150% of target awards in the case of performance meeting or exceeding 110% percent of the performance target.

The following chart shows the PIP funding for fiscal year 2007 at various levels of performance:

Since the Compensation Committee retains the discretion to set award amounts, actual PIP awards, as a percentage of a named executive officer’s award target, may be more or less than the funding percentage.

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Performance goal for fiscal year 2007 funding. To establish the funding level for PIP awards for fiscal year 2007, the Compensation Committee set a PIP target of diluted earnings per share of $3.73. This target equaled the median of the diluted earnings per share range we initially provided to analysts as earnings guidance for fiscal year 2007. Our reported diluted earnings per share for the 2007 fiscal year were $3.36. In applying the funding formula, the Compensation Committee has the discretion to make adjustments to BD’s operating results to account for significant events that occurred during the year, such as acquisitions and divestitures and unusual items. In reviewing BD’s actual performance against the target, the Compensation Committee used this discretion to make adjustments to eliminate non-cash charges resulting from our acquisition of Plasso Technology, Ltd. and TriPath Imaging, Inc. that reduced reported earnings per share for the year by $0.48. The Board of Directors had approved these acquisitions on the basis that they furthered our long-term strategy, and the Compensation Committee did not believe it was appropriate for PIP payments to be reduced by the effect of these acquisition-related charges on our operating results.

As a result of these adjustments, the adjusted diluted earnings per share used by the Compensation Committee to determine the funding for PIP awards for the named executive officers were $3.84. This represented 103% of the earnings per share target. This, in turn, resulted in PIP funding of 115% of target awards.

Individual goals of the named executive officers. When setting PIP awards, the Compensation Committee considers each named executive officer’s performance in light of the individual goals established at the beginning of the fiscal year. These individual goals are in addition to the earnings per share target used to establish the available funding for PIP awards. The CEO’s individual goals are tied to BD’s performance as a whole. In contrast, the individual goals set for the other named executive officers relate to the performance of the specific business units or functions over which they had oversight responsibility. For fiscal year 2007, these goals included financial targets, including targets relating to revenue, operating income and certain performance metrics, such as gross profit margin. In addition, these goals included progress towards new product development, integration of recent acquisitions and improving organizational capabilities by filling certain key roles within BD.

The specific financial and product development targets set for the named executive officers for the fiscal year are not disclosed because we believe disclosure of this information would cause BD competitive harm. These targets are based on our business plan for the fiscal year, and are intended to be challenging but achievable. Because these targets are tied to our business plan, it is expected that they will be achieved when they are set at the beginning of the fiscal year.

No specific weighting is given to the PIP funding or individual performance by the Compensation Committee when considering PIP awards.

PIP awards to the named executive officers for fiscal year 2007. The Compensation Committee awarded the PIP payments set forth below to the named executive officers for fiscal year 2007. These awards are also set forth in the Summary Compensation Table on page 33 under the heading “Non-Equity Incentive Plan Compensation.”

The PIP awards made to Messrs. Ludwig, Cohen and Kozy were in line with the PIP funding of 115% of target. The awards to these executives were intended to reflect their achievement of the individual goals established for them and their contributions to BD performance for the year. The PIP award made to Mr. Forlenza, in addition to reflecting his contributions to BD’s results, was intended to recognize his efforts in integrating the TriPath and GeneOhm businesses into BD and his leadership in establishing a product development system that would be used globally within BD. The PIP award made to Mr. Considine was intended to reward him for his efforts in helping BD exceed its performance targets for the year despite certain financial challenges (including increases in raw material costs), his role in leading BD’s enterprise risk management review, and his

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achievements in the area of succession planning, including the filling of certain key management roles within the functions he oversees.

Equity-based long-term incentive awards

An integral part of our compensation program is long-term equity-based compensation. The long-term incentive awards made to the named executive officers consist of SARs, Performance Units and Career Shares. A description of each type of award begins on page 36.

Role of long-term incentive awards. Equity-based compensation furthers a number of our program objectives. Specifically, these long-term incentive grants:

Award process. In making awards, the Compensation Committee does not issue a targeted number of SARs, Performance Units or Career Shares. Instead, in consultation with Towers Perrin and taking into account market comparison data and the executive’s performance, the Compensation Committee first determines the total dollar value of the award to be granted to the named executive officer. The named executive officer is then granted SARs and Performance Units, each having a value equal to approximately 40% of the total award value, and Career Shares valued at the remaining 20%. The SARs, Performance Units and Career Shares are assigned values that the Compensation Committee believes appropriately reflect the fact that the awards are subject to vesting and are not transferable. The 40%-40%-20% split among the three types of awards reflects the fact that our long-term incentive program is designed primarily to reward the achievement of long-term performance goals, but also to promote executive retention.

The values assigned by the Compensation Committee to the SARs, Performance Units and Career Shares represent estimated values only. The value ultimately realized from these awards will depend on a number of factors, including our operating performance and movements in our stock price. The compensation expense attributed to an award for financial reporting purposes is higher than the value ascribed to the award by the Compensation Committee. This is because, as stated above, the Compensation Committee’s valuation takes into account the fact that the awards are subject to vesting and are not transferable.

Timing of equity awards. The Compensation Committee has adopted a written policy on the granting of equity-based compensation awards. The policy, which can be viewed on BD’s website at www.bd.com/investors/corporate_governance/, memorialized our long-standing practices regarding the granting of equity awards. Specifically, the policy prohibits backdating any equity grant, or manipulating the timing of either the public release of information or the grant of an award in order to increase the value of the award. Under the policy, our annual equity-based compensation awards and any “off-cycle” awards approved by our CEO are required to be made on fixed dates. The exercise price of any stock option or SAR award will be the closing price of BD stock on the grant date.

Performance Unit targets. The performance measures currently used for the Performance Units are revenue growth and return on invested capital (which we refer to as “ROIC”). Revenue growth is weighted 60% and ROIC is weighted 40%. Using revenues as a performance measure reflects our stated goal of increasing revenue growth. Originally, reported revenue growth was used as the performance measure. However, the Compensation Committee now uses revenue growth after eliminating the effect of foreign currency translation so that only the impact of improved performance is counted. The ROIC performance measure is intended to reward executives for continuing BD’s returns at their recent levels and for maintaining our current balance sheet strength. While management typically recommends revenue and ROIC targets for the Performance Units, the targets are set by the Compensation Committee, in consultation with Towers Perrin.

Performance Units are designated in terms of a target number of shares. A formula determines the actual number of shares that will be issued upon vesting, based on how BD’s performance compares to the performance targets. No shares will be issued if BD fails to meet the minimum threshold level of performance. Individual performance has no bearing on the number of shares issuable under the formula. In applying the formula, the Committee has the discretion to make adjustments to BD’s operating results to account for

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significant events that occur during the performance period. These include, among others, acquisitions and divestitures and unusual items.

Payout of prior Performance Unit awards in fiscal year 2007. During fiscal year 2007, Performance Units awarded in November 2003 (fiscal year 2004) vested. The payout of these awards is reflected in the “Option Exercises and Stock Vested” table on page 40. These Performance Units covered the fiscal year 2004-2006 performance period. The performance targets for these Performance Units were 7% average annual revenue growth and 25% average ROIC. Under the terms of these awards, revenue growth was not adjusted to account for the effects of foreign currency translation.

Reported revenue growth and average ROIC over the performance period were approximately 9.4% and 28%, respectively. In applying the formula under this Performance Unit award, the Compensation Committee used its discretion to adjust reported revenue growth to eliminate the effect of acquisitions and divestures during the performance period. This adjustment, however, had no appreciable effect on the revenue growth for the period. The Compensation Committee also adjusted ROIC for the period to eliminate the effects of gains resulting from an insurance settlement and the successful conclusion of tax examinations. ROIC was also adjusted to eliminate the effects of losses attributed to a litigation settlement, tax charges relating to the repatriation of funds under the American Jobs Creation Act of 2004 and costs associated with the exit from our blood glucose monitoring business. As a result of these adjustments, average ROIC was adjusted to 29%. Based on these adjusted results, 170% of the target shares of the awards were payable.

Awards in fiscal year 2007. In November 2006, the Compensation Committee made long-term incentive awards to the named executive officers reflected in the “Grants of Plan-Based Awards” table on page 35. The total value of the grants to Messrs. Cohen, Forlenza and Kozy (calculated using the Compensation Committee’s valuation methodologies) were maintained at substantially the same levels as in the prior fiscal year and were intended to maintain their awards at a competitive level. The awards for Messrs. Ludwig and Considine each represented an increase in total value of approximately 8% over their fiscal year 2006 grants (also using the Compensation Committee’s methodologies). The purpose of these increases was to adjust to competitive conditions in the marketplace so that their awards would be in a competitive range.

The Performance Units included in these awards cover the fiscal year 2007-2009 performance period. With respect to these Performance Units:

Awards in fiscal year 2008. The November 2006 long-term incentive awards to the named executive officers were granted with respect to their performance in fiscal year 2006. These grants are reflected in the Summary Compensation Table and other tables for fiscal year 2007, as required by the SEC proxy statement rules, since they were awarded during fiscal year 2007. In November 2007, the Compensation Committee made the long-term incentive awards to the named executive officers reflected on page 37 with respect to their performance in fiscal year 2007. Based on the Compensation Committee’s valuation methodologies, the award to Mr. Ludwig represented an approximate 12% increase in value over his fiscal 2007 long-term incentive award, while the awards given to Messrs. Cohen, Forlenza and Kozy represented increases of approximately 17% over their fiscal 2007 awards. These increases were made to maintain the equity-based compensation of these officers at a competitive level. Mr. Considine’s fiscal year 2008 award was maintained at substantially the same level as in fiscal year 2007.

The Performance Units included in these awards cover the fiscal year 2008-2010 performance period. With respect to these Performance Units:

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•				If BD achieves average revenue growth of 12.5% or more and average ROIC of 34% or more, 200% of an award’s share target will be issued.

The revenue and ROIC targets set for the Performance Units issued from fiscal year 2004 through fiscal year 2007 were based, in part, on the comparative performance levels of peer companies. As a result, revenue and ROIC targets were adjusted from year-to-year to account for changes in peer company performance. Adjustments in the targets were also made during this period to adjust for improvements in BD’s performance that exceeded its own expectations. The targets for the fiscal 2008 Performance Units, however, reflect a change in the Compensation Committee’s approach to setting the performance targets, in that these targets relate to BD’s business plan and its anticipated range of performance over the performance period. At the same time, the Compensation Committee reduced the maximum payout from 250% to 200% of target.

Other benefits

We also provide the following benefits to our executive officers.

Company transportation

The Compensation Committee encourages Mr. Ludwig to use BD aircraft for his personal as well as business travel. It does so in order to make more efficient use of Mr. Ludwig’s travel time and mitigate business continuity risk. 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 BD aircraft. These time-share payments are for the maximum amount permitted by Federal Aviation Administration regulations without BD being subject to regulation as a charter carrier. For fiscal year 2007, these time-share payments totaled $87,043. The payments covered a substantial portion of the variable costs relating to Mr. Ludwig’s personal flights. Information on the time-sharing arrangement and the incremental cost to BD of Mr. Ludwig’s personal airplane use is set forth in the Summary Compensation Table on page 33 and the related notes.

Pension benefits

We maintain a qualified retirement plan for all of our associates. Benefits under the plan are based on age, years of service and compensation levels. Because the Internal Revenue Code limits the maximum annual benefit that may be paid to an individual under our retirement plan, we also maintain a nonqualified restoration plan to offset this limitation. A more complete description of our pension plans is set forth beginning on page 40. The named executive officers participate in these plans on the same basis as all eligible associates. These benefits are intended to be part of a competitive compensation program necessary to attract and retain executive talent.

The Summary Compensation Table on page 33 shows the incremental pension benefits accrued by the named executive officers during fiscal year 2007. While accrued pension benefits were included in the tally sheets used by the Compensation Committee, the Compensation Committee does not consider them when making compensation decisions for the named executive officers. As stated earlier, doing so is inconsistent with the principle of compensating executives for the value of their services and would adversely affect the competitiveness of our compensation program.

Deferred Compensation Plan

Our Deferred Compensation Plan is an unfunded, nonqualified plan that allows the named executive officers and other eligible associates to defer cash compensation and shares issuable under their equity-based compensation awards. The purpose of the Deferred Compensation Plan is to give eligible associates the opportunity to defer compensation on a pre-tax basis in addition to what is allowed under the Savings Incentive Plan, our tax-qualified 401(k) plan. The Deferred Compensation Plan is offered to our associates as part of a competitive compensation program.

Beginning in 2008, the Deferred Compensation Plan will also provide for BD matching contributions on deferred cash compensation. The maximum combined matching contributions that a participant may receive for fiscal year 2008 under the Savings Incentive Plan and Deferred Compensation Plan will be $31,050. The matching contributions under the Deferred Compensation Plan will be paid at the rate of 75% of the first 6% of a participant’s salary and/or annual cash incentive from which contributions are made into the plan (the same rate at which matching contributions are made under our Savings Incentive Plan). These contributions will be

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made to the extent the total salary and PIP award from which a participant’s contributions are made do not exceed $460,000 (which is two times the 2008 limit on compensation covered by qualified plans).

The table on page 43 shows activity in the Deferred Compensation Plan accounts of the named executive officers during fiscal year 2007. Earnings on these accounts are determined by the investment selections made by the named executive officers. We do not provide above-market or preferential interest or earnings under the Deferred Compensation Plan, as defined by the rules of the Securities and Exchange Commission.

Life insurance

We previously provided split-dollar life insurance to the named executive officers and other eligible associates. This program was discontinued in 2003. We currently provide 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. This term insurance provides death benefits equal to two times their salary at the time of death. This benefit is above the one times salary benefit provided to our associates generally. The cost of providing this benefit is reflected in the Summary Compensation Table on page 33.

Change of control agreements

General purpose. We have entered into change of control employment agreements with each of the named executive officers. These agreements provide for the continued employment of the executive for a period of two years following a change of control of BD. They also provide certain benefits to the executive in the event his employment is terminated within this period. Generally, these benefits include a severance payment equal to three times the executive’s salary and PIP award, increased pension benefits, continued welfare plan benefits and outplacement services. A more complete description of the material terms and potential payouts of our change of control arrangements is found beginning on page 45.

These agreements are intended to retain the executives and provide continuity of management in the event of an actual or threatened change in control of BD. In addition, these agreements ensure that the executive’s compensation and benefits expectations would be satisfied in such event. Based on information provided by Towers Perrin, change of control arrangements are used by a substantial majority of the companies in the Comparison Group, and the terms of our agreements are intended to be consistent with the prevailing practices at these companies. The Compensation Committee believes these agreements are an important aspect of providing a competitive compensation package to our named executive officers. The Compensation Committee periodically reviews our change of control arrangements and market practices in this area with Towers Perrin.

In setting the potential payments under these agreements, the Compensation Committee does not consider compensation previously paid to a named executive officer, including any accumulated gains under prior equity-based compensation grants. In addition, while compensation decisions regarding the named executive officers affect the potential payouts under these agreements, this did not affect decisions made with respect to other compensation elements since these change of control agreements may never come into effect.

Triggering events. Our agreements contain what is known as a “double trigger” – that is, there must be a change of control of BD and a termination of the executive’s employment (including a constructive termination) in order to cause any payments to be made. A “constructive” termination occurs when a named executive officer’s duties are materially reduced, the executive is required to relocate, or the executive’s compensation is reduced. We opted for a “double-trigger,” rather than providing for severance payments solely on the basis of a change of control, as this is more consistent with the purpose of encouraging the continued employment of the executive following a change of control.

“Gross-up” payments. As is discussed on page 45, if the payments made to a named executive officer on account of his termination exceed certain amounts, we may not be able to deduct the payments for federal income tax purposes. In addition, the named executive officer could be subject to a 20% excise tax on such payments. This excise tax is in addition to the executive’s normal payroll and income taxes.

To offset the effect of the excise tax, we will make “gross-up” payments to a named executive officer to reimburse him for the excise tax. In this way, the executive retains the same amount that he would have retained had the excise tax not been imposed. We provide for these payments because they allow an executive to recognize the full intended economic benefit of his change of control agreement.

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Other change of control provisions

Upon a change of control, all equity-based compensation awards issued under our plans will immediately vest. This is true for all employees, not just the named executive officers. Unlike the “double trigger” under the change of control agreements discussed above, no termination of employment is required for the awards to vest. Based on information provided by Towers Perrin, the Compensation Committee believes that these acceleration provisions are consistent with market practices.

Adjustment or recovery of prior compensation

While we do not presently have any formal policies or practices that provide for the recovery or adjustment of amounts previously paid to a named executive officer in the event the operating results on which the payment was based were restated or otherwise adjusted, in such event we would reserve the right to seek all appropriate remedies available under the law.

Executive share retention and ownership guidelines

In order to promote equity ownership and further align the interests of management with our shareholders, the Board of Directors has adopted share retention and ownership guidelines. Under these guidelines, the named executive officers and other senior managers are expected to retain, in shares of BD stock, 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. This retention requirement applies until a person achieves a significant ownership position, expressed as a multiple of salary as follows:

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

The named executive officers are required to hold 75% of the net, after-tax shares received upon exercise of the SARs granted to them in fiscal year 2007 for a period of one year following exercise. This is in addition to any requirements they may have under our share retention and ownership guidelines.

Our insider trading policy expressly prohibits our 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 on BD’s website at www.bd.com/investors/corporate_governance/.

Tax and accounting considerations

Section 162(m) of the Internal Revenue Code (the “Code”) precludes BD from taking a federal income tax deduction for compensation paid in excess of $1 million to a named executive officer. This limitation does not apply, however, to “performance-based” compensation, as defined under the federal tax laws. SARs, Performance Units and PIP awards qualify as “performance-based” compensation and are fully deductible. Career Shares are also fully deductible, because they are payable when a named executive officer is no longer employed by us.

The Compensation Committee generally attempts to preserve the deductibility of compensation paid to the named executive officers. To this end, the Compensation 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 under this grant. These shares are required to be deferred until such time as the deduction for the payment of these shares will not be limited under Section 162(m). (No mandatory deferral was necessary for Mr. Considine, who had previously elected to defer all of the shares payable to him.)

However, the Compensation Committee will not necessarily seek to limit executive compensation to amounts deductible under Section 162(m). The Compensation Committee maintains the flexibility to structure our compensation programs in ways that best promote the interests of BD and its shareholders. For instance,

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Mr. Ludwig’s current annual base salary exceeds the amounts deductible under Section 162(m). In the absence of any contributions by Mr. Ludwig to our 401(k) plan or to the Deferred Compensation Plan, a portion of this salary would not be tax deductible. However, the Compensation 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, appropriately reflected his job responsibilities and performance, and was otherwise consistent with the objectives of our executive compensation program. In addition, the cost of any lost tax deduction relating to Mr. Ludwig’s salary would be immaterial to BD.

We account for stock-based compensation in accordance with the requirements of SFAS No. 123(R) effective October 1, 2004. SFAS No. 123(R) requires us to recognize compensation expense relating to share-based payments (such as stock options and restricted stock units) in our financial statements. The adoption of SFAS No. 123(R) and the recognition of this expense did not cause us to limit or otherwise significantly alter the equity-based compensation element of our program. This is because we believe equity-based compensation is needed to provide a competitive executive compensation program and fulfills important program objectives. We did, however, switch from issuing stock options to stock-settled SARs following the adoption of SFAS No. 123(R), since both types of awards result in the recognition of compensation expense and we believed that stock-settled SARs would result in less shareholder dilution. We would consider the effect under SFAS No. 123(R) of any proposed change to the equity-based compensation element of our program.

REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE

The Compensation and Benefits Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with management, and based on such review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in BD’s Annual Report on Form 10-K for the year ended September 30, 2007 and in this proxy statement.

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

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table shows the compensation provided by BD to each of the named executive officers for fiscal year 2007.

SUMMARY COMPENSATION TABLE

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				benefits at normal retirement age. For more information regarding accrued benefits under our pension plans, see the “Pension Benefits” table on page 41. Earnings on nonqualified deferred compensation are not included in this column, since no named executive officer earned above-market or preferential earnings on nonqualified deferred compensation. Information on the named executive officers’ earnings under BD’s Deferred Compensation Plan is on page 43.
(5)				All Other Compensation The amounts shown in the “All Other Compensation” column include the following benefits provided to the named executive officers:

		Edward J. Ludwig							John R. Considine							Vincent A. Forlenza							William A. Kozy							Gary M. Cohen
Matching contributions under savings plan			$		6,750					$		6,750					$		6,750					$		6,750					$		6,750
Use of corporate transportation					11,322							—							—							—							—
Tax reimbursements					—							—							—							221							—
Term life insurance					1,088							563							549							549							686
Total			$		19,160							7,313							7,299							7,520							7,436

The following is a description of these benefits:

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•				Tax Reimbursement—Mr. Kozy, a resident of New Jersey, spends a portion of his time in California in connection with his oversight of the BD Biosciences business segment. As a result, part of Mr. Kozy’s income may be treated as being earned in California for California state tax purposes. BD has agreed to reimburse Mr. Kozy for any incremental state tax liability incurred by him as a result of his being subject to California taxation.
•				Term Life Insurance—BD provides incremental term life insurance benefits to the named executive officers beyond those provided to BD associates generally. The amounts shown reflect the dollar value of the insurance premiums paid by BD for this incremental insurance.

INFORMATION REGARDING PLAN AWARDS IN FISCAL YEAR 2007

Set forth below is information regarding the incentive compensation awards provided to the named executive officers in fiscal year 2007. The non-equity awards were made under the BD Performance Incentive Plan. The equity-based awards were made under BD’s 2004 Employee and Director Equity-Based Compensation Plan.

Grants of Plan-Based Awards