January 11, 2013

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attn: Martin James, Senior Assistant Accountant

Ladies and Gentlemen:

This letter is in response to your comments on the above filing contained in your letter of December 20, 2012. This response letter has been reviewed with the Company’s independent registered public accounting firm, Ernst & Young LLP, in advance of mailing to you. In connection with this response, the Company acknowledges that:

Form 10K for the Fiscal Year Ended September 30, 2012

Item 8. Financial Statements

Note 8. Benefit Plans, page 61

Response to Comment 1:

Nature of defined benefit cash balance pension plan (the “cash balance plan”)

In November 2011, the Company adopted and communicated a plan change that converts participants’ accrued benefits under the defined benefit traditional plan (the “traditional plan”) to benefits under the cash balance plan, effective January 1, 2013. Upon conversion, individual plan participants receive an opening balance equal to the actuarial equivalent of the benefit accrued under the traditional plan through December 31, 2012. Following conversion, a participant accrues benefits under the cash balance plan through monthly pay credits based upon an individual plan participant’s age and length of service according to the following schedule:

In addition to these pay credits, the individual participant accounts accumulate monthly interest credits. Each individual plan participant’s accumulated benefit under the cash balance formula is defined, at any point in time, as an account balance equal to the accumulated value of the opening balance plus pay credits and interest credits. The benefit is payable at any time following vested termination from the plan. Benefits may be paid as a lump sum or an annuity, at the participant’s election.

Difference between the traditional plan and cash balance plan

Under the Company’s traditional plan, participants’ benefits were based on a final average pay formula (1.0% to 1.5% of the highest five consecutive years of an individual participant’s compensation within the last 10 years, multiplied by years of service). The traditional plan benefit was expressed as a life annuity, commencing on the Normal Retirement Age (65). Benefits could commence as early as age 55, with an early retirement reduction. Early retirement reductions may be reduced by subsidies based on age and years of service at time of retirement.

Key differences between the Final Average Pay (old) and Cash Balance (new) formulas.

Determination of the amendment’s impact on fiscal year 2012 net pension costs

The amendment to the U.S defined benefit pension plan was approved and communicated to affected employees in the first quarter of fiscal 2012 (November 2011). Because the plan amendment was a significant change, the plan’s benefit obligation, fair value of plan assets, and net periodic cost were required to be remeasured as of November 30, 2011 pursuant to ASC 715-30-25-5. The remeasurement reflected the discount rate and plan assets as of the remeasurement date as well as the new plan formula. The change in the projected benefit obligation due to the new discount rate was recognized in other comprehensive income as an actuarial gain; the change in the projected benefit obligation attributable to the plan amendment was recognized in other comprehensive income as negative prior service cost. Because the cash balance plan reduced, but did not eliminate, future benefit accruals, there was no curtailment of benefits. Net pension cost was measured for the remainder of the fiscal year. Consequently, fiscal year 2012 net pension cost was based on 2/12 of the net pension cost measured at September 30, 2011 and 10/12 of the net pension cost measured at November 30, 2011. The interim remeasurement reduced the net pension cost for fiscal year 2012 by $11.5 million and the plan change reduced the net pension cost for the same period by $28.7 million, for a total impact of $40.2 million.

Cash impact of amendment

Cash funding of the pension plan is determined under the minimum funding standards of Internal Revenue Code § 412. Accordingly, cash funding during fiscal 2012 is based on the results of the October 1, 2011 and October 1, 2012 valuations and reflects benefits accrued as of the funding

valuation dates. Because the plan change was effective January 1, 2013, it had no effect on benefits accrued as of these valuation dates, and therefore no impact on cash funding in fiscal year 2012.

Form 8K dated November 7, 2012

Exhibit 99.1

Response to Comment 2:

We included the supplemental income statement information for fiscal 2012, 2011 and 2010 related to Discovery Labware in order to assist investors in understanding the impact of the reclassification of Discovery Labware to discontinued operations in the current and prior periods, specifically on the Company’s revenues, income, and diluted earnings per share.

If you would like to discuss these responses, please call me at (201) 847-7103.

Very truly yours,

/s/ Suketu Upadhyay

Suketu Upadhyay

Acting Chief Financial Officer, Senior Vice President and Controller

Praveen Kartholy

Kate Tillan

Becton, Dickinson and Company

Vincent A. Forlenza, Chairman, Chief Executive Officer and President

Jeffrey S. Sherman, Senior Vice President and General Counsel

Gary DeFazio, Vice President and Corporate Secretary

Kathryn J. Garbarini, Director of Financial Reporting and Policy

Members of the Audit Committee

Ernst & Young, LLP

Peter Tryhane

Molly John