SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  May 16, 2002
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                          BECTON, DICKINSON AND COMPANY
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             (Exact name of registrant as specified in its charter)

           New Jersey                001-4802                   22-0760120
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    (State or other juris-         (Commission             (IRS Employer Iden-
   diction of incorporation)       File Number)            tification Number)

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


Registrant's telephone number, including area code          (201) 847-6800
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                                       N/A
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         (Former name or former addresses if changed since last report.)







Item 9.  REGULATION FD DISCLOSURE

         The following statement is being furnished by the Company under the
         provisions of Regulation FD:

         On May 15, 2002, Deborah J. Neff, President BD Biosciences of Becton,
         Dickinson and Company ("BD") exercised options to purchase 7,600 shares
         of BD. These options were scheduled to expire on May 17, 2002. Ms. Neff
         sold 3,900 shares of BD on May 15 to cover costs and tax obligations
         related to the stock option exercise.

         As a result of these transactions, Ms. Neff's direct ownership of
         shares of BD increased by 2,700 shares to 7,205 shares. Ms. Neff also
         has ownership interests in 3,091 shares in BD's Share Incentive Plan
         and 1,959 shares in BD's Deferred Compensation Plan.

         These transactions were reported on Forms 4 and Forms 144 dated May 15,
         2002.









                                   SIGNATURES


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


                                           BECTON, DICKINSON AND COMPANY
                                                  (Registrant)



                                           By: /s/ Kathleen M. Gibson
                                               ----------------------------
                                                   Kathleen M. Gibson
                                                   Assistant Secretary


Date: May 16, 2002



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