Form: 10-K

Annual report pursuant to Section 13 and 15(d)

December 16, 1998

Documents

10-K: Annual report pursuant to Section 13 and 15(d)

Published on December 16, 1998



AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1998

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998 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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

1 BECTON DRIVE 07417-1880
FRANKLIN LAKES, NEW JERSEY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)

(201) 847-6800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:



NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------

Common Stock, Par Value $1.00 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange


SECURITIES REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:

NONE

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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

As of November 30, 1998, 248,183,293 shares of the registrant's common stock
were outstanding and the aggregate market value of such common stock held by
nonaffiliates of the registrant was approximately $10,512,801,743.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the registrant's Annual Report to Shareholders for the
fiscal year ended September 30, 1998 are incorporated by reference into Parts
I and II hereof.

(2) Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held February 9, 1999 are incorporated by reference into
Part III hereof.

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FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K, including information incorporated herein
by reference, contains certain forward-looking statements (as defined under
federal securities laws) regarding the Company's performance, including future
revenues, products and income and events or developments that the Company
expects to occur or anticipates occurring in the future. All such statements
are based upon current expectations of the Company and involve a number of
business risks and uncertainties. Actual results could vary materially from
anticipated results described in any forward-looking statement. Factors that
could cause actual results to vary materially include, but are not limited to,
competitive factors, changes in regional, national or foreign economic
conditions, changes in interest or foreign currency exchange rates, delays in
product introductions, Year 2000 issues, and changes in health care or other
governmental practices or regulation, as well as other factors discussed
herein and in other Company filings with the Securities and Exchange
Commission.

PART I

ITEM 1. BUSINESS.

GENERAL

Becton, Dickinson and Company was incorporated under the laws of the State
of New Jersey in November 1906, as successor to a New York business started in
1897. Its executive offices are located at 1 Becton Drive, Franklin Lakes, New
Jersey 07417-1880 and its telephone number is (201) 847-6800. All references
herein to the "Company" refer to Becton, Dickinson and Company and its
domestic and foreign subsidiaries unless otherwise indicated by the context.

The Company is engaged principally in the manufacture and sale of a broad
line of medical supplies and devices and diagnostic systems used by health
care professionals, medical research institutions and the general public.

BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

The Company's operations consist of two worldwide business segments: Medical
Supplies and Devices, and Diagnostic Systems. The countries in which the
Company has local revenue-generating operations have been combined into the
following geographic areas: United States (including Puerto Rico); Europe; and
Other (which is comprised of Canada, Latin America, Japan and Asia Pacific).

Information with respect to revenues, operating income and identifiable
assets attributable to each of the Company's business segments and geographic
areas of operation, as well as capital expenditures and depreciation and
amortization attributable to each of the Company's business segments, appears
on pages 44-45 of the Company's Annual Report to Shareholders for the fiscal
year ended September 30, 1998 (the "1998 Annual Report"), and is incorporated
herein by reference as part of Exhibit 13.

Medical Supplies and Devices Segment

The major products in this segment are hypodermic products, specially
designed devices for diabetes care, prefillable drug delivery systems,
infusion therapy products, elastic support products and thermometers. This
segment also includes disposable scrubs, specialty needles and specialty and
surgical blades.

Diagnostic Systems Segment

The major products in this segment are clinical and industrial microbiology
products, sample collection products, flow cytometry systems (including
reagents for cellular analysis), tissue culture labware, hematology
instruments and other diagnostic systems, including immunodiagnostic test
kits.


3

ACQUISITION OF BUSINESSES

In December 1997, the Company acquired Visitec, a manufacturer of opthalmic
surgical products. In January 1998, the Company acquired the IntelliCode
Intelligent Bar Coding Systems division of MedPlus, Inc., a producer of
electronic bar coding products. In February 1998, the Company acquired Tru-Fit
Marketing Corporation, a manufacturer of sports health care products. In April
1998, the Company acquired the Medical Devices Division ("MDD"), a leading
European marketer of intravenous catheters for infusion therapy, from The BOC
Group. Also, in May 1998, the Company acquired Concepts in Healthcare, Inc.
which provides consulting services to the healthcare industry. In September
1998, the Company acquired Boin Medica Co., Ltd., a Korean manufacturer of
medical devices, including hypodermic products. The operating results of these
businesses, from their respective dates of acquisition, are reflected in the
Consolidated Financial Statements incorporated herein by reference as part of
Exhibit 13.

In addition, in October 1998, the Company acquired MDI Instruments, Inc., a
company with patented electronic devices for the detection of ear fluids and
infections, and in December 1998, the Company acquired Glentech, Inc., a
reagent developer and manufacturer of cell biology products.

FOREIGN OPERATIONS

The Company's products are manufactured and sold worldwide. The principal
markets for the Company's products outside the United States are Europe,
Japan, Mexico, Asia Pacific, Canada and Brazil. The principal products sold by
the Company outside of the United States are hypodermic needles and syringes,
diagnostic systems, VACUTAINER(R) brand blood collection products, HYPAK(R)
brand prefillable syringe systems, and infusion therapy products. The Company
has manufacturing operations in Brazil, China, France, Germany, India,
Ireland, Japan, Korea, Mexico, Pakistan, Singapore, Spain, Sweden and the
United Kingdom, and construction of a hypodermic syringe manufacturing
facility in India is scheduled for completion in December 1998.

Foreign economic conditions and exchange rate fluctuations have caused the
profitability from foreign revenues to fluctuate more than the profitability
from domestic revenues. The Company believes its activities in some countries
outside of the United States involve greater risk than its domestic business
due to the foregoing factors, as well as local commercial and economic
policies and political uncertainties.

REVENUES AND DISTRIBUTION

The Company's products and services are marketed in the United States both
through independent distribution channels and directly to end-users. The
Company's products are marketed outside the United States through independent
distributors and sales representatives, and, in some markets, directly to end-
users. Sales to a distributor, which supplies the Company's products to many
end-users, accounted for approximately 11% of total Company revenues in fiscal
1998, and were from both business segments. Order backlog is not material to
the Company's business inasmuch as orders for the Company's products are
generally received and filled on a current basis, except for items temporarily
out of stock. Substantially all revenue is recognized when products are
shipped to customers.

RESEARCH AND DEVELOPMENT

The Company conducts its research and development activities at its
operating units, at Becton Dickinson Technologies in Research Triangle Park,
North Carolina and in collaboration with selected universities, medical
centers and other entities. The Company also retains individual consultants to
support its efforts in specialized fields. The Company spent $217,900,000 on
research and development during the fiscal year ended September 30, 1998, and
$180,626,000 and $154,220,000, respectively, during the two immediately
preceding fiscal years. Research and development spending in fiscal years 1998
and 1997 included the write-off of acquired in-process research and
development of $30,000,000 and $14,750,000, respectively.

4

COMPETITION

A number of companies, some of which are more specialized than the Company,
compete in the medical technology field. In each such case, competition
involves only a part of the Company's product lines. Competition in the
Company's markets is based on a combination of factors, including price,
quality, service, reputation, distribution and promotion. Ongoing investments
in research, quality management, quality and product improvement and
productivity improvement are required to maintain an advantage in the
competitive environments in which the Company operates.

New companies have entered the medical technology field and established
companies have diversified their business activities into this area. Other
firms engaged in the distribution of medical technology products have become
manufacturers as well. Some of the Company's competitors have greater
financial resources than the Company. The Company is also faced with
competition from products manufactured outside the United States.

INTELLECTUAL PROPERTY AND LICENSES

The Company owns significant intellectual property, including patents,
patent applications, technology, trade secrets, know-how and trademarks in the
United States and other countries. The Company is also licensed under domestic
and foreign patents, patent applications, technology, trade secrets, know-how
and trademarks owned by others. In the aggregate, these intellectual property
assets and licenses are of material importance to the Company's business. The
Company does not believe, however, that any single patent, technology,
trademark, intellectual property asset or license is material in relation to
the Company's business as a whole.

RAW MATERIALS

The Company purchases many different types of raw materials including
plastics, glass, metals, yarn and yarn goods, paper products, agricultural
products, electronic and mechanical sub-assemblies and various biological,
chemical and petrochemical products. All but a few of the Company's principal
raw materials are available from multiple sources.

REGULATION

The Company's medical technology products and operations are subject to
regulation by the federal Food and Drug Administration and various other
federal and state agencies, as well as by a number of foreign governmental
agencies. The Company believes it is in compliance in all material respects
with the regulations promulgated by such agencies, and that such compliance
has not had, and is not expected to have, a material adverse effect on its
business.

The Company also believes that its operations comply in all material
respects with applicable environmental laws and regulations. Such compliance
has not had, and is not expected to have, a material adverse effect on the
Company's capital expenditures, earnings or competitive position.

EMPLOYEES

As of September 30, 1998, the Company had approximately 21,700 employees, of
whom approximately 10,100 were employed in the United States. The Company
believes that its employee relations are satisfactory.

5

ITEM 2. PROPERTIES.

The executive offices of the Company are located in Franklin Lakes, New
Jersey. The Company owns and leases approximately 11,903,445 square feet of
manufacturing, warehousing, administrative and research facilities throughout
the world. The domestic facilities, including Puerto Rico, comprise
approximately 5,462,325 square feet of owned and 1,664,576 square feet of
leased space. The foreign facilities comprise approximately 3,379,136 square
feet of owned and 1,397,408 square feet of leased space. Sales offices and
distribution centers included in the total square footage are also located
throughout the world.

Operations in both of the Company's business segments are carried on at both
domestic and foreign locations. Primarily at foreign locations, facilities
often serve both business segments and are used for multiple purposes, such as
administrative/sales, manufacturing and/or warehousing/distribution. The
Company generally seeks to own its manufacturing facilities, although some are
leased. Most of the Company's administrative, sales and
warehousing/distribution facilities are leased.

The Company believes that its facilities are of good construction and in
good physical condition, are suitable and adequate for the operations
conducted at those facilities, and are, with minor exceptions, fully utilized
and operating at normal capacity.

The domestic facilities include facilities in Arizona, California, Colorado,
Connecticut, Florida, Georgia, Illinois, Indiana, Louisiana, Maryland,
Massachusetts, Michigan, Missouri, Nebraska, New Hampshire, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Utah, Virginia, Wisconsin, and Puerto Rico.

The foreign facilities are grouped as follows:

--Canada includes approximately 68,930 square feet of leased space.

--Europe and Eastern Europe, Middle East and Africa includes facilities in
Austria, Belgium, the Czech Republic, Denmark, England, Finland, France,
Germany, Greece, Hungary, Ireland, Italy, Kenya, the Netherlands, Poland,
Russia, Saudi Arabia, South Africa, Spain, Sweden, Switzerland, Turkey, and
the United Arab Emirates and is comprised of approximately 1,420,000 square
feet of owned and 775,330 square feet of leased space.

--Latin America includes facilities in Argentina, Bolivia, Brazil, Chile,
Colombia, Guatemala, Mexico, Panama, Paraguay, Peru, Uruguay, and Venezuela
and is comprised of approximately 1,158,010 square feet of owned and
226,940 square feet of leased space.

--Asia Pacific includes facilities in Australia, China, Hong Kong, India,
Indonesia, Japan, Korea, Malaysia, New Zealand, the Philippines, Singapore,
South Korea, Taiwan, Thailand, and Vietnam and is comprised of
approximately 801,120 square feet of owned and 326,210 square feet of
leased space.

6

The table below summarizes property information by business segment:



BUSINESS SEGMENT
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MEDICAL
DIAGNOSTIC SUPPLIES AND
CATEGORY CORPORATE SYSTEMS DEVICES MIXED(A) TOTAL
-------- --------- ---------- ------------ --------- ----------

Leased
Facilities............ 1 16 45 98 160
Square feet........... 1,080 330,779 939,285 1,790,840 3,061,984
Manufacturing square
footage.............. -- 61,802 381,930 -- 443,732
Manufacturing
facilities........... -- 4 9 -- 13

Owned
Facilities............ 6 26 20 9 61
Square feet........... 471,260 3,187,567 3,645,103 1,537,531 8,841,461
Manufacturing square
footage.............. -- 1,450,880 2,217,331 473,053 4,141,264
Manufacturing
facilities........... -- 21 20 4 45

Total
Facilities............ 7 42 65 107 221
Square feet........... 472,340 3,518,346 4,584,388 3,328,371 11,903,445
Manufacturing square
footage.............. -- 1,512,682 2,599,261 473,053 4,584,996
Manufacturing
facilities........... -- 25 29 4 58

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(A) Facilities used by both business segments.

ITEM 3. LEGAL PROCEEDINGS.

The Company, along with a number of other manufacturers, has been named as a
defendant in approximately 196 products liability lawsuits related to natural
rubber latex that have been filed in various state and Federal courts. Cases
pending in Federal Court are being coordinated under the matter In re Latex
Gloves Products Liability Litigation (MDL Docket No. 1148) in Philadelphia,
and analogous procedures have been implemented in the state courts of
California, Pennsylvania and New Jersey. Generally, these actions allege that
medical personnel have suffered allergic reactions ranging from skin
irritation to anaphylaxis as a result of exposure to medical gloves containing
natural rubber latex. In 1986, the Company acquired a business which
manufactured, among other things, latex surgical gloves. In 1995, the Company
divested this glove business. The Company is vigorously defending these
lawsuits.

The Company, along with another manufacturer and several medical products
distributors, has been named as a defendant in nine product liability lawsuits
relating to health care workers who allegedly sustained accidental needle
sticks, but have not become infected with any disease. The cases have been
filed on behalf of an unspecified number of health care workers in nine
different states, seeking class action certification under the laws of these
states. To date, no class has been certified in any of these cases. The
actions are pending in state court in Texas, under the caption Calvin vs.
Becton Dickinson et al. (Case No. 342-173329-98, Tarrant County District
Court), filed on April 9, 1998; in Federal Court in Ohio, under the caption
Grant vs. Becton Dickinson et al. (Case No. C2 98-844, Southern District of
Ohio), filed on July 22, 1998; in state court in California, under the caption
Chavez vs. Becton Dickinson (Case No. 722978, San Diego County Superior
Court), filed on August 4, 1998; in state court in Illinois, under the caption
McCaster vs. Becton Dickinson et al. (Case No. 98L09478, Cook County Circuit
Court), filed on August 13, 1998; in state court in Oklahoma, under the
caption Palmer vs. Becton Dickinson et al. (Case No. CJ-98-685, Sequoyah
County District Court), filed on October 27, 1998; in state court in Alabama,
under the caption Daniels vs. Becton Dickinson et al. (Case No. CV 1998 2757,
Montgomery County Circuit Court), filed on October 30, 1998; in state court in
Florida, under the caption Delgado vs. Becton Dickinson et al. (Case No. 98-
5608, Hillsborough County Circuit Court), filed on November 9, 1998; in state
court in South Carolina, under the caption Bales vs. Becton Dickinson et al.
(Case No. 98-CP-40-4343, Richland County Court of Common Pleas), filed on
November 25, 1998; and in state court in New Jersey, under the caption
Swartley vs. Becton Dickinson et al. (Case No. L-9449-98, Camden County
Superior Court), filed on December 7, 1998.

7

Generally, these actions allege that health care workers have sustained
needle sticks using hollow-bore needle devices manufactured by the Company
and, as a result, require medical testing, counseling and/or treatment.
Several actions additionally allege that the health care workers have
sustained mental anguish. In addition, in the Chavez matter, the plaintiff
asserts a claim for unfair competition, alleging the Company has suppressed
the market for safety-engineered products through various means. Plaintiffs
seek money damages in all actions. The plaintiff in the Chavez matter, in
addition to money damages, seeks disgorgement of profits the Company has
purportedly obtained as a result of alleged unfair competition.

The pending class actions are in preliminary stages. The Company intends to
vigorously oppose class certification and defend these lawsuits.

The Company, along with another manufacturer, a group purchasing
organization ("GPO") and three hospitals, has been named as a defendant in an
antitrust action brought pursuant to the Texas Free Enterprise Act ("TFEA").
The action is pending in state court in Texas, under the caption Retractable
Technologies Inc. vs. Becton Dickinson and Company et al. (Case No. 533*JG98,
Brazoria County District Court), filed on August 4, 1998. Plaintiff, a
manufacturer of retractable syringes, alleges that the Company's contracts
with GPOs exclude plaintiff from the market in syringes and blood collection
products, in violation of the TFEA. Plaintiff also alleges that the Company
has conspired with other manufacturers to maintain its market share in these
products. Plaintiff seeks money damages. The pending action is in preliminary
stages. The Company intends to mount a vigorous defense in this action.

The Company is a party to a number of federal proceedings in the United
States brought under the Comprehensive Environmental Response, Compensation
and Liability Act, also known as Superfund, and similar state laws. The
Company is also involved in other legal proceedings and claims which arise in
the ordinary course of business, both as a plaintiff and a defendant.

In the opinion of the Company, the results of the above matters,
individually and in the aggregate, are not expected to have a material effect
on its results of operations, financial condition or cash flows.

On October 10, 1997, the New Jersey Department of Environmental Protection
("NJDEP") filed three Notices of Civil Administrative Penalty Assessment
against the Company relating to the Company's previously owned Ivers-Lee
division. The NJDEP alleged operating exceedences on certain air pollution
control equipment, failure to submit required emission reports, and excess
usage of certain printing materials, and sought civil administrative penalties
totaling $461,200. In June 1998, the Company entered into a Consent Order with
the NJDEP for a full and final settlement of these matters with the payment of
a $345,000 penalty, without any admission of liability.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT (AS OF DECEMBER 1, 1998)

The following is a list of the executive officers of the Company, their ages
and all positions and offices held by each of them during the past five years.
There is no family relationship between any of the named persons.



NAME AGE POSITION
---- --- --------

Clateo Castellini........... 63 Director, Chairman of the Board, President
and Chief Executive Officer since June 1994,
and prior thereto, Sector President--
Medical.

John W. Galiardo............ 64 Director, Vice Chairman of the Board and
General Counsel since June 1994, and prior
thereto, Vice President and General Counsel.

Robert F. Adrion............ 57 President--Worldwide Infusion Therapy and
Injection Systems since October 1998;
President--Worldwide Infusion Therapy since
October 1995; President--Becton Dickinson
Vascular Access from July 1994 to September
1995; and prior thereto, Vice President--
Research and Development, Becton Dickinson
Vascular Access.


8



NAME AGE POSITION
---- --- --------

Richard Brajer.............. 38 President--Worldwide Sample Collection since
October 1998; President--Infusion Therapy
Europe from February 1998 to September 1998;
Vice President/General Manager--Consumer
Products Europe from October 1995 to January
1998; Director, North America Marketing,
Diabetes Health Care from October 1993 to
September 1995; Director, Corporate
Strategic Planning from July 1991 to
September 1993; and prior thereto, Director,
Business Planning and Development Medical
Sector.

Jean-Luc Butel.............. 42 President--Worldwide Consumer Health Care
since October 1998; Vice President/General
Manager, North American Consumer Health Care
from January 1998 to September 1998;
President, Nippon Becton Dickinson from
October 1994 to January 1998; and prior
thereto, General Manager Microbiology,
Nippon Becton Dickinson.

Gary M. Cohen............... 39 Executive Vice President since July 1998;
President--Becton Dickinson Europe and
Worldwide Sample Collection from October
1997 to June 1998; President--Worldwide
Sample Collection from October 1996 to
September 1997; President--Becton Dickinson
Division/Worldwide Hypodermic from August
1994 to September 1996; Vice President,
Marketing and Development from July 1993 to
July 1994; and prior thereto, Director of
Marketing.

Vincent L. De Caprio........ 48 Senior Vice President and Chief Technology
Officer since October 1996; Senior Vice
President--Planning and Technology from July
1995 to September 1996; Sector President--
Technique Products from October 1994 to June
1995; and prior thereto, President--Becton
Dickinson Vascular Access.

Vincent A. Forlenza......... 45 President--Worldwide Microbiology Systems
since October 1996; President--Diagnostic
Instrument Systems from October 1995 to
September 1996; and prior thereto, Division
President--Becton Dickinson Advanced
Diagnostics.

William A. Kozy............. 46 Senior Vice President--Company Manufacturing
since October 1998; President--Worldwide
Injection Systems from October 1996 to
October 1998; President--Worldwide Blood
Collection from July 1995 to September 1996;
and prior thereto, Division President--
Vacutainer Systems.

Edward J. Ludwig............ 47 Executive Vice President since July 1998;
Senior Vice President--Finance and Chief
Financial Officer from July 1995 to June
1998; Vice President--Finance from May 1995
to June 1995; Vice President--Finance and
Controller from January 1995 to May 1995;
and prior thereto, President--Becton
Dickinson Diagnostic Instrument Systems.

Walter M. Miller............ 55 Senior Vice President--Strategy and
Development since October 1996; Senior Vice
President from July 1995 to September 1996;
Sector President--Infectious Disease
Diagnostics from October 1994 to June 1995;
and prior thereto, Sector President--
Diagnostic.


9



NAME AGE POSITION
---- --- --------

Deborah J. Neff............. 45 President--Worldwide Immunocytometry Systems
since October 1996; President--Becton
Dickinson Immunocytometry Systems from
January 1995 to September 1996; Vice
President--General Manager from October 1992
to December 1994; and prior thereto, Vice
President--Operations.

Mark C. Throdahl............ 47 Senior Vice President since July 1995;
Sector President--Drug Delivery from October
1994 to June 1995; President--Nippon Becton
Dickinson from May 1991 to September 1994;
and prior thereto, Director--Corporate
Planning.

Kenneth R. Weisshaar........ 48 Senior Vice President--Finance and Chief
Financial Officer since July 1998;
President--Worldwide Consumer Health Care
from October 1997 to June 1998; Senior Vice
President from July 1995 to September 1997;
Sector President--Cellular Analysis
Diagnostics from October 1994 to June 1995;
President--Becton Dickinson Division from
March 1992 to September 1994; and prior
thereto, Vice President--Planning,
Performance and Development.


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock is listed on the New York Stock Exchange. As of
November 30, 1998, there were approximately 10,058 shareholders of record. The
balance of the information required by this item appears under the caption
"Common Stock Prices and Dividends" on page 66 of the Company's 1998 Annual
Report and is incorporated herein by reference as part of Exhibit 13.

ITEM 6. SELECTED FINANCIAL DATA.

The information required by this item is included under the caption "Seven-
Year Summary of Selected Financial Data" on page 43 of the Company's 1998
Annual Report and is incorporated herein by reference as part of Exhibit 13.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

The information required by this item is included in the text contained
under the caption "Financial Review" on pages 35-42 of the Company's 1998
Annual Report and is incorporated herein by reference as part of Exhibit 13.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information required by this item is included in the text contained on
page 37 of the "Financial Review" section of the Company's 1998 Annual Report,
and in Notes 1 and 10 to the consolidated financial statements contained in
the Company's 1998 Annual Report, and each is incorporated herein by reference
as part of Exhibit 13.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this item is included on pages 44-45 and pages
48-64 of the Company's 1998 Annual Report and is incorporated herein by
reference as part of Exhibit 13.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

10

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information relating to directors required by this item will be
contained under the captions "Board of Directors", "Election of Directors" and
"Continuing Directors" in a definitive Proxy Statement involving the election
of directors which the registrant will file with the Securities and Exchange
Commission not later than 120 days after September 30, 1998 (the "Proxy
Statement"), and such information is incorporated herein by reference.

The information relating to executive officers required by this item is
included herein in Part I under the caption "Executive Officers of the
Registrant".

The information required pursuant to Item 405 of Regulation S-K will be
contained under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's Proxy Statement, and such information is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item will be contained under the captions
"Board of Directors" and "Executive Compensation" in the Company's Proxy
Statement, and such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this item will be contained under the caption
"Share Ownership of Management and Certain Beneficial Owners" in the Company's
Proxy Statement, and such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not applicable.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) Financial Statements

The following consolidated financial statements of the Company included in
the Company's 1998 Annual Report at the pages indicated in parentheses, are
incorporated by reference in Item 8 hereof:

Consolidated Statements of Income--Years ended September 30, 1998, 1997 and
1996 (page 48)

Consolidated Balance Sheets--September 30, 1998 and 1997 (page 49)

Consolidated Statements of Cash Flows--Years ended September 30, 1998, 1997
and 1996 (page 50)

Notes to Consolidated Financial Statements (pages 51-64)

(a)(2) Financial Statement Schedules

The following consolidated financial statement schedule of the Company is
included herein at the page indicated in parentheses:

Schedule II--Valuation and Qualifying Accounts (page 16)

11

All other schedules for which provisions are made in the applicable
accounting regulations of the Securities Exchange Act of 1934 are not required
under the related instructions or are inapplicable, and therefore have been
omitted.

(a)(3) Exhibits

See Exhibit Index on pages 17, 18 and 19 hereof for a list of all management
contracts, compensatory plans and arrangements required by this item (Exhibit
Nos. 10(a)(i) through 10(m)), and all other Exhibits filed or incorporated by
reference as a part of this report.

(b) Reports on Form 8-K

On August 4, 1998, the registrant filed a report on Form 8-K for purposes of
filing certain agreements and instruments executed in connection with a public
offering by the registrant of its 6.7% Debenture due August 1, 2028. On July
27, 1998 the registrant filed a report on Form 8-K (as amended by a report on
Form 8-K/A filed by the registrant on July 29, 1998) for purposes of reporting
its results of operations for the third quarter ended June 30, 1998. No other
reports on Form 8-K were filed by the registrant during the three-month period
ended September 30, 1998.

12

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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

/s/ John W. Galiardo
By___________________________________
JOHN W. GALIARDO
VICE CHAIRMAN OF THE BOARD AND
GENERAL COUNSEL

Dated: December 16, 1998

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW ON THE 16TH DAY OF DECEMBER, 1998 BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED.



NAME CAPACITY
---- --------

/s/ Clateo Castellini Chairman of the Board, President,
______________________________________ Chief Executive Officer and Director
CLATEO CASTELLINI (Principal Executive Officer)

/s/ Kenneth R. Weisshaar Senior Vice President-Finance and
______________________________________ Chief Financial Officer (Principal Financial
KENNETH R. WEISSHAAR and Accounting Officer)

/s/ Harry N. Beaty, M.D. Director
______________________________________
HARRY N. BEATY, M.D.

/s/ Henry P. Becton, Jr. Director
______________________________________
HENRY P. BECTON, JR.

/s/ Albert J. Costello Director
______________________________________
ALBERT J. COSTELLO

/s/ Gerald M. Edelman, M.D. Director
______________________________________
GERALD M. EDELMAN, M.D.

/s/ John W. Galiardo Director
______________________________________
JOHN W. GALIARDO

/s/ Richard W. Hanselman Director
______________________________________
RICHARD W. HANSELMAN

/s/ Frank A. Olson Director
______________________________________
FRANK A. OLSON

/s/ James E. Perrella Director
______________________________________
JAMES E. PERRELLA



13



NAME CAPACITY
---- --------

/s/ Gloria M. Shatto Director
______________________________________
GLORIA M. SHATTO

/s/ Alfred Sommer Director
______________________________________
ALFRED SOMMER

/s/ Raymond S. Troubh Director
______________________________________
RAYMOND S. TROUBH

/s/ Margaretha af Ugglas Director
______________________________________
MARGARETHA AF UGGLAS


14

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Directors
Becton, Dickinson and Company

We have audited the consolidated financial statements and related schedule
of Becton, Dickinson and Company listed in the accompanying index to financial
statements (Item 14(a)). These financial statements and related schedule are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and related schedule based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and related
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and related schedule. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements listed in the accompanying index to
financial statements (Item 14(a)) present fairly, in all material respects,
the consolidated financial position of Becton, Dickinson and Company at
September 30, 1998 and 1997, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended September
30, 1998 in conformity with generally accepted accounting principles. Also, in
our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

/s/ Ernst & Young LLP
_____________________________________
Ernst & Young LLP

Hackensack, New Jersey
November 5, 1998

15

BECTON, DICKINSON AND COMPANY

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED SEPTEMBER 30, 1998, 1997, AND 1996
(THOUSANDS OF DOLLARS)



COL. A COL. B COL. C COL. D COL. E
------ ---------- --------- ---------- ----------
ADDITIONS
CHARGED
BALANCE AT TO COSTS BALANCE AT
BEGINNING AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
----------- ---------- --------- ---------- ----------

1998
Against trade receivables:
For doubtful accounts............. $20,234 $ 9,406 $ 4,901(A) $24,739
For cash discounts................ 8,499 33,646 31,366 10,779
------- ------- ------- -------
Total............................ $28,733 $43,052 $36,267 $35,518
======= ======= ======= =======
1997
Against trade receivables:
For doubtful accounts............. $19,608 $ 3,289 $ 2,663(A) $20,234
For cash discounts................ 8,448 30,532 30,481 8,499
------- ------- ------- -------
Total............................ $28,056 $33,821 $33,144 $28,733
======= ======= ======= =======
1996
Against trade receivables:
For doubtful accounts............. $16,924 $ 6,209 $ 3,525(A) $19,608
For cash discounts................ 8,122 28,713 28,387 8,448
------- ------- ------- -------
Total............................ $25,046 $34,922 $31,912 $28,056
======= ======= ======= =======

- --------
(A)Accounts written off.

16

EXHIBIT INDEX



EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------

3(a)(i) Restated Certificate of Incorporation, Incorporated by reference to Exhibit
as amended January 22, 1990 3(a) to the registrant's Annual Report
on Form 10-K for the fiscal year ended
September 30, 1990

3(a)(ii) Amendment to the Restated Certificate Incorporated by reference to Exhibit
of Incorporation, as of August 5, 1996 3(a) to the registrant's Quarterly
Report on Form 10-Q for the period
ended June 30, 1996

3(a)(iii) Amendment to the Restated Certificate Incorporated by reference to Exhibit
of Incorporation, as of August 10, 3(a)(iii) to the registrant's
1998 Quarterly Report on Form 10-Q for the
period ended June 30, 1998

3(b) By-Laws, as amended February 10, 1998 Incorporated by reference to Exhibit
3(ii) to the registrant's Quarterly
Report on Form 10-Q for the period
ended March 31, 1998

4(a) Indenture, dated as of December 1, Incorporated by reference to Exhibit 4
1982, between the registrant and to Registration Statement No. 2-80707
Manufacturers Hanover Trust Company on Form S-3 filed by the registrant

4(b) First Supplemental Indenture, dated as Incorporated by reference to Exhibit
of May 15, 1986, between the 4(b) to Registration Statement No.
registrant and Manufacturers Hanover 33-5663 on Form S-3 filed by the
Trust Company registrant

4(c) Second Supplemental Indenture, dated Incorporated by reference to Exhibit
as of January 10, 1995, between the 4(c) to Form 8-K filed by the
registrant and The Chase Manhattan registrant on
Bank (formerly known as Chemical Bank, January 12, 1995
the successor by merger to
Manufacturers Hanover Trust Company)

4(d) Indenture, dated as of March 1, 1997, Incorporated by reference to Exhibit
between the registrant and The Chase 4(a) to Form 8-K filed by the
Manhattan Bank registrant on July 31, 1997 (the
registrant hereby agrees to furnish to
the Commission upon request a copy of
any other instruments which define the
rights of holders of long-term debt of
the registrant)

4(e) Rights Agreement, dated as of November Incorporated by reference to Exhibit 1
28, 1995, between the registrant and to Form 8-K filed by the registrant on
First Chicago Trust Company of New December 14, 1995
York, which includes as Exhibit A
thereto, the Form of Right Certificate

10(a)(i) Employment Agreement, dated June 18, Incorporated by reference to Exhibit
1986, between the registrant and 10(b)(i) to the registrant's Annual
Clateo Castellini Report on Form 10-K for the fiscal
year ended September 30, 1986

10(a)(ii) Employment Agreement, dated June 18, Incorporated by reference to Exhibit
1986, between the registrant and John 10(b)(ii) to the registrant's Annual
W. Galiardo Report on Form 10-K for the fiscal
year ended September 30, 1986

10(a)(iii) Employment Agreement, dated June 9, Incorporated by reference to Exhibit
1987, between the registrant and 10(b)(v) to the registrant's Annual
Walter M. Miller Report on Form 10-K for the fiscal
year ended September 30, 1989


17



EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------

10(b) Certified Resolution authorizing Incorporated by reference to Exhibit
certain payments to certain corporate 10(k) to the registrant's Annual
officers in the event of a discharge, Report on Form 10-K for the fiscal
resignation due to removal from year ended September 30, 1986
position or a significant change in
such officers' respective duties
within two years after a change in
control of the registrant

10(c) Form of Split Dollar Agreement and Incorporated by reference to Exhibit
related Collateral Assignment covering 10(e) to the registrant's Annual
the providing to corporate officers of Report on Form 10-K for the fiscal
a life insurance policy in an amount year ended September 30, 1987
equal to two times base salary in lieu
of full participation in the
registrant's group life insurance
program

10(d) Stock Award Plan, as amended and Incorporated by reference to Exhibit
restated effective February 11, 1992 10(d) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1992

10(e) 1997 Management Incentive Plan Incorporated by reference to Exhibit
10(e) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1997

10(f) 1982 Unqualified Stock Option Plan, as Incorporated by reference to Exhibit
amended and restated February 8, 1994 10(g) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1994

10(g)(i) Salary and Bonus Deferral Plan, as Incorporated by reference to Exhibit 4
amended and restated as of August 15, to Registration Statement No.
1996 333-11885 on Form S-8 filed by the
registrant

10(g)(ii) 1996 Directors' Deferral Plan Incorporated by reference to Exhibit 4
to Registration Statement No.
333-16091 on Form S-8 filed by the
registrant

10(h) 1990 Stock Option Plan, as amended and Incorporated by reference to Exhibit
restated February 8, 1994 10(i) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1994

10(i) Retirement Benefit Restoration Plan Filed with this report
and related Benefit Restoration Plan
Trust, as amended and restated as of
November 22, 1994

10(j)(i) 1994 Restricted Stock Plan for Non- Incorporated by reference to Exhibit A
Employee Directors to the registrant's Proxy Statement
dated January 5, 1994


18



EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------

10(j)(ii) Amendment to the 1994 Restricted Stock Incorporated by reference to Exhibit
Plan for Non-Employee Directors as of 10(j)(ii) to the registrant's Annual
November 26, 1996 Report on Form 10-K for the fiscal
year ended September 30, 1996

10(k) 1995 Stock Option Plan, as amended and Filed with this report
restated January 27, 1998

10(l) 1998 Stock Option Plan Incorporated by reference to Exhibit
10.1 to the registrant's Quarterly
Report on Form 10-Q/A for the period
ended March 31, 1998

10(m) Australian, French and Spanish addenda Filed with this report
to the Becton, Dickinson and Company
Stock Option Plans

13 Portions of the registrant's Annual Filed with this report
Report to Shareholders for fiscal year
1998

21 Subsidiaries of the registrant Filed with this report

23 Consent of independent auditors Filed with this report

27 Financial Data Schedule Filed with this report


Copies of any Exhibits not accompanying this Form 10-K are available at a
charge of 25 cents per page by contacting: Investor Relations, Becton,
Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-
1880, Phone: 1-800-284-6845.


19