SECOND SUPPLEMENTAL INDENTURE

EXHIBIT 4(c)

SECOND SUPPLEMENTAL INDENTURE, dated as of January 10, 1995, between
BECTON, DICKINSON AND COMPANY, a corporation duly organized and existing under
the laws of the State of New Jersey (the "Company"), having its principal
offices at 1 Becton Drive, Franklin Lakes, New Jersey, and CHEMICAL BANK, a New
York banking corporation (successor by merger to Manufacturers Hanover Trust
Company), as Trustee (the "Trustee").

WHEREAS, the Company has heretofore executed and delivered to Manufacturers
Hanover Trust Company an Indenture, dated as of December 1, 1982, as
supplemented by the First Supplemental Indenture thereto, dated as of May 15,
1986 (as supplemented, the "Indenture"), providing for the issuance from time to
time of its unsecured debentures, notes and other evidences of indebtedness
(herein and therein called the "Securities"), to be issued in one or more series
as in the Indenture provided;

WHEREAS, Section 901(5) of the Indenture provides, among other things, that
the Company, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into an indenture supplemental to the Indenture
for the purpose of changing or eliminating any provision of the Indenture,
provided that such change or elimination shall not be effective as to any
Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision;

WHEREAS, the Company, pursuant to the foregoing authority, proposes in and
by this Second Supplemental Indenture to amend the Indenture in certain respects
with respect to the Securities of any series created on or after the date
hereof; and

WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, the Company and the Trustee hereby agree that the Indenture
is hereby amended as follows:

1. The Indenture is hereby amended by adding to the Table of Contents
"Depository" and "Global Security" under "Section 101. Definitions", and by
adding "Section 205. Securities Issuable in the Form of a Global Security"
immediately after "Section 204. Form of Trustee's Certificate of
Authentication".

2. Section 101 of the Indenture is hereby amended by adding thereto the
definitions of Depository and Global Security as follows:

"Depository" means, unless otherwise specified by the Company pursuant to
either Section 205 or 301, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered as a clearing agency
under the Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation.

"Global Security", when used with respect to any series of Securities
issued hereunder, means a Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depository or pursuant to
the Depository's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to
a Company Request, which shall be registered in the name of the Depository
or its nominee and which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series or any

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portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due, and interest rate or method of determining interest and bears the legend
set forth in Section 205 (or such legend as may be specified as contemplated by
Section 301 for such Securities).

3. "Section 201. Forms Generally." of the Indenture is hereby amended by
adding "or Depository therefor" immediately after "as may be required to comply
with the rules of any securities exchange".

4. The Indenture is hereby amended by adding a new Section 205 as
follows:

Section 205. Securities Issuable in the Form of a Global Security.
----------------------------------------------------

(a) If the Company shall establish pursuant to Sections 201 and 301 that
the Securities of a particular series are to be issued in whole or in
part in the form of one or more Global Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section
303 and the Company Order delivered to the Trustee or its agent
thereunder, authenticate and deliver, such Global Security or Securities,
which (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, the Outstanding Securities of such
series to be represented by such Global Security or Securities, or such
portion thereof as the Company shall specify in a Company Order, (ii)
shall be registered in the name of the Depository for such Global
Security or Securities or its nominee, (iii) shall be delivered by the
Trustee or its agent to the Depository or pursuant to the Depository's
instruction and (iv) shall bear a legend substantially to the following
effect: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

(b) Notwithstanding any other provision of this Section 205, and subject
to the provisions of Section 305, unless the terms of a Global Security
expressly permit such Global Security to be exchanged in whole or in part
for individual Securities, a Global Security may be transferred, in whole
but not in part and in the manner provided in Section 305, only to a
nominee of the Depository for such Global Security, or to the Depository,
or a successor Depository for such Global Security selected or approved
by the Company, or to a nominee of such successor Depository.

5. Section 301 of the Indenture is hereby amended by renumbering Section
301(12) as Section 301(13) and by adding a new Section 301(12) as follows:

(12) if applicable, that any Securities of the series shall be issuable in
whole or in part in the form of one or more Global Securities and, in such
case, the respective Depositories for such Global Securities, the form of
any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 205 and any
circumstances in addition to or in lieu of those set forth in Section 305
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole
or in part may be registered, in the name or

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names of Persons other than the Depository for such Global Security or a
nominee thereof;

6. Section 305 of the Indenture is hereby amended by adding immediately
after the final paragraph thereof the following:

Notwithstanding the foregoing, except as otherwise contemplated by
Section 301, any Global Security of any series shall be exchangeable
pursuant to this Section or Section 304, 306, 906 or 1107 for Securities
registered in the name of, and a transfer of a Global Security of any
series may be registered to, any Person other than the Depository with
respect to such series or its nominee only if (a) such Depository notifies
the Company that it is unwilling or unable to continue as Depository with
respect to such Global Security or if at any time the Depository with
respect to such Global Security ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, at a time when such
Depository is required to be so registered to act as such depository, (b)
the Company in its sole discretion determines that such Global Security
shall be so exchangeable and the transfer thereof so registrable and
executes and delivers to the Security Registrar a Company Order providing
that such Global Security shall be so exchangeable and the transfer thereof
so registrable, or (c) there shall have occurred and be continuing, a
default in the payment of principal of, or interest or premium on, the
Securities of such series, or any event which constitutes or, after giving
of notice or lapse of time, or both, would constitute an Event of Default
with respect to the Securities of such series. Upon the occurrence in
respect of any Global Security of any series of any one or more of the
conditions specified in clauses (a), (b) or (c) of the preceding sentence
or such other conditions as may be contemplated by Section 301 for such
series, such Global Security may be exchanged for Securities registered in
the names of, and the transfer of such Global Security may be registered
to, such Persons (including Persons other than the Depository with respect
to such series and its nominees) as such Depository shall direct.
Notwithstanding any other provision of this Indenture, any Security
authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, any Global Security shall also be a Global
Security and bear the legend specified in Section 205 except for any
Security authenticated and delivered in exchange for, or upon registration
of transfer of, a Global Security pursuant to the preceding sentence.

None of the Company, the Trustee, any agent of the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

7. Section 308 of the Indenture is hereby amended by adding immediately
after the final paragraph thereof the following:

None of the Company, the Trustee, any agent of the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

8. All provisions of this Second Supplemental Indenture shall be deemed

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to be incorporated in, and made a part of, the Indenture; and the Indenture, as
supplemented by this Second Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.

9. The Trustee accepts the trusts created by the Indenture, as
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
Second Supplemental Indenture.

10. All amendments to the Indenture made hereby shall have effect only with
respect to the Securities of any series created on or after the date hereof, and
not with respect to the Securities of any series created prior to the date
hereof.

11. The Trustee shall not be responsible in any manner for or in respect of
the validity or sufficiency of this Second Supplemental Indenture, or for or in
respect of the recitals contained herein, all of which recitals are made by the
Company solely.

12. This Second Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.

13. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.

14. This Second Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.


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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested, all as of the date first above written.


BECTON, DICKINSON AND COMPANY


/s/ Geoffrey D. Cheatham
By:__________________________
Title: Vice President and
Treasurer



Attest:


/s/ Raymond P. Ohlmuller
____________________________
Title: Secretary


CHEMICAL BANK


/s/ Frank J. Grippo
By:__________________________
Title: Vice President



Attest:


/s/ Joseph A. Morales
___________________________
Title: Trust Officer

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STATE OF NEW JERSEY )
) SS.:
COUNTY OF BERGEN )


On the 10th day of January, 1995, before me personally came
Geoffrey P. Cheatham, to me known, who, being duly sworn, did depose and say
that he is Vice President and Treasurer of BECTON, DICKINSON AND COMPANY, one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.


/s/ Susan C. Sabiel
________________________________



STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )


On the 10th day of January, 1995, before me personally came F. J. Grippo, to
me known, who, being duly sworn, did depose and say that he is Vice President of
CHEMICAL BANK, one of the corporation described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.


/s/ Robert J. Stanislaro
________________________________

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