EXHIBIT 3(a)(iii)

 
                            CERTIFICATE OF AMENDMENT
                                     TO THE
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         BECTON, DICKINSON AND COMPANY



To:  The Secretary of State
     State of New Jersey



     Pursuant to the provisions of Section 14A:7-15.1(3), 14A:9-2(2) and 14A:9-
4(2) of the New Jersey Business Corporation Act, Becton, Dickinson and Company,
a corporation organized under the laws of the State of New Jersey (the
"Corporation"), executes the following Certificate of Amendment to its Restated
Certificate of Incorporation:

     1.   The name of the corporation is Becton, Dickinson and Company.

     2.  The following amendment to the Restated Certificate of Incorporation of
the Corporation (the "Amendment") was approved and duly adopted by the Board of
Directors of the Corporation on the 28th day of July, 1998 to be effective as
provided therein.

     "The authorized Common Stock of the Company shall be increased from
320,000,000 shares to 640,000,000 shares and, in connection therewith, the
Restated Certificate of Incorporation of the Company, first sentence of Article
IV, is hereby amended in its entirety, effective at the close of business on
August 10, 1998, to read as follows:

     The Corporation is authorized to issue 640,000,000 shares of Common Stock
     of a par value of $1.00 per share (the "Common Stock") and 5,000,000 shares
     of Preferred Stock of a par value of $1.00 per share (the "Preferred
     Stock"), in such series and with such rights, preferences and limitations,
     including voting rights, as the Board of Directors may determine."
 
     3.   The Amendment will not adversely affect the rights or preferences of
the holders of outstanding shares of any class or series of stock of the
Corporation and will not result in the percentage of authorized shares that
remains unissued after the share division exceeding the percentage of authorized
shares that were unissued before the share division.

     4.   On the effective date of the Amendment, (i) each share of Common Stock
of the Corporation which was issued and outstanding or held in Treasury as of
the effective date shall be divided into two fully-paid and non-assessable
shares of Common Stock, par value $1.00 per share, and (ii) each share of Common
Stock allocated to the Corporation's reserves for issuance under its stock
award, restricted stock and stock option plans or otherwise shall be divided
into two shares of Common Stock, par value $1.00 per share.

     5. The Amendment and the division of shares of Common Stock of the
Corporation shall become effective at the close of business on the 10th day of
August, 1998.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its Vice President and Secretary on the 28th day of July, 1998.


                             BECTON, DICKINSON AND COMPANY
                     
                     
                     
                             By:/s/ Bridget M. Healy 
                                ---------------------
                                Bridget M. Healy
                                Vice President and Secretary