FORM 10-Q/A
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
 
(Mark One)
 
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended               March 31, 1998
                               -----------------------------------------------
                                                     OR
 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________________to________________________
 
Commission file number  1-4802
                     ------------
 
                         Becton, Dickinson and Company
                    ---------------------------------------
            (Exact name of registrant as specified in its charter)
 
          New Jersey                                    22-0760120
- ----------------------------------          -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
 
           1 Becton Drive   Franklin Lakes, New Jersey   07417-1880
           --------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (201)847-6800
            -------------------------------------------------------
             (Registrant's telephone number, including area code)

                                      N/A
            -------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X.  No ____.
                                               -           

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     Class of Common Stock          Shares Outstanding as of January 31, 1998
     ---------------------          -----------------------------------------
     Common stock, par value $1.00                  122,175,189        

 
                          Part II - Other Information
                          ---------------------------

Item 6. Exhibits and Reports on Form 8-K.

        (a) Exhibits

          * 3(ii)-By-Laws, as amended February 10, 1998
         
          * 27.1 -Financial Data Schedule

          * 27.2 -Restated Financial Data Schedule

            10.1 -1998 Stock Option Plan

            10.2 -Sale and Purchase Agreement, dated as of January 28, 1998,
                  between the BOC Group PLC and Becton Dickinson and Company
                   

*Previously Filed
 
 
                                   SIGNATURE


    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 thereunto duly authorized.


                                          Becton, Dickinson and Company
                                          -----------------------------
                                                   (Registrant)

Date     May 27, 1998
         --------------------


 
                                           /s/ Edward J. Ludwig
                                     ------------------------------------
                                               Edward J. Ludwig
                     Senior Vice President - Finance and Chief Financial Officer
                             (Principal Financial and Accounting Officer)

                                       3