COPY OF DEFINITIVE 8.70% DEBENTURE

EXHIBIT 4(d)

NOTE NO. G-1


CUSIP No. 075 887 AL3


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.


BECTON, DICKINSON AND COMPANY

8.70% Debentures Due January 15, 2025


BECTON, DICKINSON AND COMPANY, a corporation organized and existing
under the laws of the State of New Jersey (hereinafter called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of 100,000,000 Dollars on January 15,
2025, and to pay interest thereon from January 15, 1995 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on January 15 and July 15 in each year, commencing July 15, 1995,
at the rate of 8.70% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the January 1 or July 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be

listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

Payment of the principal of (and premium, if any) and any such
interest on this Security will be made at the Corporate Trust Office of the
Trustee hereinafter referred to or such other office or agency of the Company as
may be designated by the Company for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

-2-

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: January 18, 1995


BECTON, DICKINSON AND COMPANY


/s/ Edward J. Ludwig
By____________________________
Attest:


/s/ Raymond P. Ohlmuller
_________________________



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

CHEMICAL BANK, as Trustee


/s/ Glenn G. McKeever
By_______________________
Authorized Officer

-3-

[REVERSE OF SECURITY]

This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of December 1, 1982, as supplemented by the First
Supplemental Indenture thereto, dated as of May 15, 1986, and the Second
Supplemental Indenture thereto, dated as of January 10, 1995 (herein
collectively called the "Indenture"), between the Company and CHEMICAL BANK,
successor by merger to Manufacturers Hanover Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all further indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$100,000,000.

The Securities of this series are subject to redemption upon not less
than 30 or no more than 60 days' notice by mail, at any time on or after January
15, 2005, as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed during the 12-month period beginning January 15 of the years
indicated,