WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  February 4, 2003

                          BECTON, DICKINSON AND COMPANY
             (Exact name of registrant as specified in its charter)

           New Jersey                001-4802                   22-0760120
    (State or other juris-         (Commission             (IRS Employer Iden-
   diction of incorporation)       File Number)            tification Number)

   1 Becton Drive, Franklin Lakes, New Jersey                   07417-1880
    (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code          (201) 847-6800

         (Former name or former addresses if changed since last report.)

Item 5. Other Events and Regulation FD Disclosure

        The Board of Directors of the registrant has approved certain
amendments to the By-laws of the registrant. These amendments will become
effective February 11, 2003. A copy of the registrant's By-laws, as
amended effective February 11, 2003, is attached hereto as Exhibit 3(b).

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits.

              3(b) By-laws, as Amended and Restated as of February 11, 2003.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           BECTON, DICKINSON AND COMPANY

                                           By: /s/ Gary DeFazio
                                                   Gary DeFazio
                                                   Assistant Secretary

Date: February 4, 2003

                                INDEX TO EXHIBITS

   Number        Description of Exhibits
   ------        -----------------------
   3(b)          By-laws, as Amended and Restated as of February 11, 2003.