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Published on April 20, 2015
BECTON, DICKINSON AND COMPANY
1 Becton Drive
Franklin Lakes, New Jersey 07414
April 20, 2015
VIA EDGAR
Amanda Ravitz
Nicholas P. Panos
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Becton, Dickinson and Company |
| Registration Statement filed on Form S-4 |
| File No. 333-203013 |
| Filed April 9, 2015, as amended |
Dear Ms. Ravitz and Mr. Panos:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Becton, Dickinson and Company (the Registrant) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 3:00 p.m. EST on Wednesday, April 22, 2015, or as soon as thereafter practicable.
Please note that the Registrant acknowledges the following:
| | should the Securities and Exchange Commission (the Commission) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| | the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, |
| /s/ Jeffrey S. Sherman |
| Jeffrey S. Sherman Senior Vice President and General Counsel |
| cc: | Skadden, Arps, Slate, Meagher & Flom LLP |