UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANTTO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 28, 2006

BECTON, DICKINSON AND COMPANY

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

001-4802 22-0760120

 
(Commission File Number)
(IRS Employer Identification No.)

1 Becton Drive, Franklin Lakes, New Jersey 07417-1880

 
(Address of Principal Executive Offices)
(Zip Code)

(201) 847-6800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

o Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 



ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR.

        The By-laws of the Company have been amended, effective March 28, 2006. A copy of BD’s Amended and Restated By-laws as of March 28, 2006 is filed as Exhibit 3.1 to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.  
     
  3.1 By-laws of BD, as amended and restated as of March 28, 2006.

 



 

SIGNATURES

        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
(Registrant)
          
  By: /s/ Dean J. Paranicas
          Dean J. Paranicas
        Vice President, Corporate
        Secretary and Public Policy

Date: March 29, 2006

 



INDEX TO EXHIBITS

Exhibit
Number
Description of Exhibits
   
3.1 Amended and Restated By-laws of the Company as of March 28 , 2006.