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Published on May 23, 2017
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, New York 10036
WACHTELL, LIPTON, ROSEN & KATZ
51 West 52nd Street
New York, New York 10019
May 23, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
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Re:
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Becton, Dickinson and Company—
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Registration Statement
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Ladies and Gentlemen:
On behalf of Becton, Dickinson and Company (“BD”) and C. R. Bard, Inc. (“Bard”), submitted herewith for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, is a Registration Statement on Form S-4 of BD (the “Registration Statement”), which includes a proxy statement for a special meeting of the shareholders of Bard (the “Special Meeting”). The matters to be acted upon at the Special Meeting include a proposal to approve the Agreement and Plan of Merger, dated as of April 23, 2017, among Bard, BD and Lambda Corp.
If you have any questions or comments regarding the foregoing or need any additional information, please contact the undersigned at (212) 735-2082 (Blair.Thetford@skadden.com), Michael Chitwood at (212) 735-2535 (Michael.Chitwood@skadden.com), David K. Lam at (212) 403-1394 (DKLam@wlrk.com) or Eitan S. Hoenig at (212) 403-1053 (ESHoenig@wlrk.com).
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Very truly yours,
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/s/ Blair T. Thetford
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Blair T. Thetford
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Enclosures
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Cc:
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Jeffrey S. Sherman
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Executive Vice President and General Counsel
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Becton, Dickinson and Company
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Samrat S. Khichi
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Senior Vice President, General Counsel and Secretary
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C. R. Bard, Inc.
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