Form: 10-K

Annual report pursuant to Section 13 and 15(d)

December 21, 2001

EXHIBIT 10(I)(II)

Published on December 21, 2001





Exhibit 10(i)(ii)


Amendment to the Retirement Benefit Restoration Plan Adopted by the
Board of Directors on October 16, 2001

Section 5.7 of the Becton, Dickinson and Company Retirement Benefit
Restoration Plan is amended effective as of November 1, 2001 to read in its
entirety as follows:

5.7 Notwithstanding any other provision of this Plan,

(a) the Committee may defer the distribution of any Plan benefits to a
Participant if the Committee anticipates that the amount of such Plan
benefits, or any portion thereof, would be nondeductible for corporate
income tax purposes to the Company pursuant to Section 162(m) of the
Code; and

(b) a Participant who is a participant in the Becton, Dickinson and Company
Deferred Compensation Plan (the "DCP"), on or after November 1, 2001,
may elect to defer receipt of any amount otherwise payable under this
Plan, provided that such a deferral election must be made at least
twelve (12) months before the date that the distribution is otherwise
payable to the Participant under this Plan. Once made, any such
deferral election cannot be changed or revoked except as provided in
the DCP. Such deferred distribution shall be credited to the
Participant's Deferred SERP Distribution Account under the DCP as soon
as practicable after such amount would otherwise have been paid to the
Participant under this Plan. If the Participant otherwise becomes
entitled to a distribution under this Plan after having made a deferral
election and before the end of the applicable twelve-month period, such
deferral election shall be ineffective and the applicable distribution
shall be made under this Plan and not deferred under the DCP. In all
events, if an amount otherwise payable hereunder is deferred under the
DCP in accordance with the foregoing provisions, the Participant shall
have no further right or interest under this Plan and the amount to
which the Participant is entitled thereafter shall be determined solely
under the terms of the DCP.