The pro-forma amounts and fair value of each option grant were estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants in all periods: risk free interest rates of 3.66% to 4.50%; expected volatility of 32.5% to 33.2%; expected dividend yield of 1.16% to 1.21%; and expected life of 6 years.

Note 8 – Blood Glucose Monitoring Charges

The Company recorded a pre-tax charge of $45,024 to cost of products sold in the Company’s results of operations for the three months ended December 31, 2003 related to its blood glucose monitoring (“BGM”) products, which included a reserve of $6,473 in connection with the voluntary product recall of certain lots of BGM test strips and the write-off of $29,803 of certain test strip inventories. Based upon internal testing, it was determined that certain BGM test strip lots, produced by BD’s manufacturing partner, were not performing within BD’s specifications. As a result, the Company decided to recall the affected lots and dispose of the non-conforming product in inventory. In addition, the charge reflects BD’s decision to focus its sales and marketing efforts on the BD Logic™ and Paradigm Link™ blood glucose meters in the United States, and to discontinue support of the BD Latitude™ system product offering in the United States, resulting in a write-off of $8,748 of related blood glucose meters and fixed assets. As of March 31, 2005, the accrual for product to be returned related to this product recall has been fully utilized.

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Note 9 – Benefit Plans

The Company has defined benefit pension plans covering substantially all of its employees in the United States and certain foreign locations. The Company also provides certain postretirement healthcare and life insurance benefits to qualifying domestic retirees. Other postretirement benefit plans in foreign countries are not material.

Net pension and postretirement expense included the following components for the three months ended March 31:

Net pension expense attributable to foreign plans included in the preceding table was $4,102 and $3,713 for the three months ended March 31, 2005 and 2004, respectively.

Net pension and postretirement expense included the following components for the six months ended March 31:

Net pension expense attributable to foreign plans included in the preceding table was $8,204 and $7,426 for the six months ended March 31, 2005 and 2004, respectively.

The Company contributed, on a discretionary basis, approximately $50,000 and $18,000, to increase the funding for its U.S. and foreign pension plans, respectively, during the first quarter of 2005, and an additional $35,000 to the U.S. pension plan in January 2005. In April 2005, the Company contributed, on a discretionary basis, an additional $33,000 to the U.S. pension plan.

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Note 10 – Employee Stock Ownership Plan

During the first quarter of 2005, the Trustee of the Company’s Employee Stock Ownership Plan (“ESOP”) converted all of the outstanding shares of Series B ESOP Convertible Preferred Stock (“ESOP Preferred”) into Becton, Dickinson and Company common stock. This was done in response to the November 2004 dividend declaration, which reflected a 20% increase in the common dividend versus the preceding quarter and increased the difference between the common dividend and the fixed dividend payable on the ESOP Preferred shares (on an equivalent share basis). Conversion of the ESOP Preferred occurred at the rate of 6.4 common shares for each share of ESOP Preferred.

Note 11 – Discontinued Operations

On September 28, 2004, the Company’s Board of Directors approved a plan to sell the Clontech unit of the BD Biosciences segment. As a result, Clontech’s results of operations are reported as Discontinued Operations for all periods presented in the accompanying Condensed Consolidated Statements of Income. Clontech’s statement of financial position is classified as Assets held for sale and Liabilities held for sale, in the accompanying Condensed Consolidated Balance Sheets for all periods presented.

Results of Discontinued Operations for the three and six months ended March 31 are as follows:

Assets held for sale included the following at:

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Liabilities held for sale included the following at:

The components of Income from Discontinued Operations Before Income Taxes are as follows:

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Company Overview

BD is a medical technology company that serves healthcare institutions, life science researchers, clinical laboratories, industry and the general public. BD manufactures and sells a broad range of medical supplies, devices, laboratory equipment and diagnostic products. We focus strategically on achieving growth in three worldwide business segments – BD Medical (“Medical”), BD Diagnostics (“Diagnostics”) and BD Biosciences (“Biosciences”). Our products are marketed in the United States and internationally through independent distribution channels, directly to end users and by sales representatives.

BD’s management operates the business consistent with the following core strategies:

In assessing the outcomes of these strategies and BD’s financial condition and operating performance, management generally reviews quarterly forecast data, monthly actual results, segment sales and other similar information. We also consider trends related to certain key financial data, including gross profit margin, selling and administrative expense and cash flows.

The results of our strategies are reflected in our second quarter 2005 financial and operational performance. BD reported second quarter revenues of $1.366 billion, an increase of 9% from the same period a year ago. This quarter’s growth rate includes an estimated $32 million or 3% favorable impact from foreign currency translation, particularly with respect to the Euro. Sales in the United States of safety-engineered devices grew 4.9% to $194 million in the second quarter of 2005. International sales of safety-engineered devices grew 33% to $68 million in the second quarter of 2005. International revenue growth of 14% for the three-month period was favorably affected by foreign currency translation, primarily due to the Euro. International revenue growth included 5% due to the favorable impact of foreign currency translation for the three-month period. As further discussed in our 2004 Annual Report on Form 10-K, we face currency exposure that arises from translating the results of our worldwide operations to the U.S. dollar at exchange rates that have fluctuated from the beginning of the period. We purchase option and forward contracts to partially protect against adverse foreign exchange rate movements.

Our balance sheet remains strong with net cash provided by continuing operations at approximately $450 million for the six months ended March 31, 2005 and our debt-to-capitalization ratio (shareholders’ equity, net non-current deferred income tax liabilities, and debt) improved to 25.5% at March 31, 2005 from 28.1% at September 30, 2004.

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Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business (including geographical expansion), develop innovative new products with higher gross profit margins across our business segments, and continue to improve operating efficiency and organizational effectiveness. Numerous factors can affect our ability to achieve these goals, including without limitation, U.S and global economic conditions, increased competition and healthcare cost containment initiatives. We believe that there are several important factors relating to our business that tend to reduce the impact on BD of any potential economic or political events in countries in which we do business, including the effects of possible healthcare system reforms. These include the non-discretionary nature of the demand for many of our core products, which may reduce the impact of economic downturns, our international diversification and our ability to meet the needs of the worldwide healthcare industry with cost-effective and innovative products.

Our anticipated revenue growth over the next three years, excluding any impact relating to foreign exchange, is expected to come from the following:

Results of Operations

Revenues

Refer to Note 5 in the Notes to Condensed Consolidated Financial Statements for segment financial data.

Medical Segment – Second quarter revenues of $732 million represented an increase of $49 million or 7% from the prior year quarter, including an estimated $17 million or a 2% favorable impact due to foreign currency translation. Medical revenues reflect the continued conversion in the United States to safety-engineered products, which accounted for sales of $115 million, as compared with $110 million in the prior year’s quarter. The growth rate of U.S. safety-engineered products for the three months ended March 31, 2005 was adversely impacted by a major U.S. distributor reducing its inventory levels. Included in Medical revenues were international sales of safety-engineered products of $21 million, compared with $17 million in the prior year’s quarter. Also contributing to the growth of the segment in the quarter were strong sales in the Diabetes Care unit of $162 million compared with $150 million in the prior year quarter and in the international portion of the Pharmaceutical Systems unit of $126 million compared with $105 million in the prior year quarter. For the six-month period ended March 31, 2005, U.S. sales of safety-engineered products totaled $241 million compared with $224 million in the prior year’s period. For the six-month period ended March 31, 2005, international sales of safety-engineered products totaled $39 million compared with $31 million in the prior year’s period. For the six-month period ended March 31, 2005, the BD Medical segment reported 9 percent revenue growth.

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Diagnostics Segment – Second quarter revenues of $430 million represented an increase of $47 million or 12% over the prior year quarter, including an estimated $10 million or a 2% impact due to favorable foreign currency translation. The Preanalytical Systems unit of the segment reported revenue growth of 5 percent for the quarter. This growth reflects the continued conversion in the United States to safety-engineered products, accounting for sales of $79 million, as compared with $75 million in the prior year quarter. The growth rate of U.S. safety-engineered products for the three months ended March 31, 2005 was adversely impacted by a major U.S. distributor reducing its inventory levels. For the six-month period ended March 31, 2005, the Preanalytical Systems unit reported 9% revenue growth. For the six-month period ended March 31, 2005, U.S. sales of safety-engineered products totaled $165 million compared with $151 million in the prior year’s period. Preanalytical Systems revenues also included international sales of safety-engineered products of $47 million, compared with $34 million in the prior year quarter. For the six-month period ended March 31, 2005, international sales of safety-engineered products totaled $91 million compared with $64 million in the prior year quarter. Revenues for the second quarter in the Diagnostic Systems unit of the segment increased 20% based, primarily, on exceptionally strong sales in the quarter of flu diagnostic tests in Japan. Additional growth was generated by instrument sales of both the BD ProbeTec ™ ET and BD Phoenix ™ platforms. For the six-month period ended March 31, 2005, the Diagnostic Systems unit of the segment reported revenue growth of 7%. For the six-month period ended March 31, 2005, the BD Diagnostics segment reported 8% revenue growth.

Biosciences Segment – Second quarter revenues of $204 million represented an increase of $16 million or 8% over the prior year quarter, including an estimated $5 million or a 2% impact due to favorable foreign currency translation. Instrument revenue growth continued to be the primary growth contributor, driven by sales of the BD FACSCanto™ and BD™ LSR II flow cytometers. Also contributing to revenue growth of the segment were increased sales in the Discovery Labware unit. For the six-month period ended March 31, 2005, the BD Biosciences segment reported 11 percent revenue growth, representing continued strong sales of flow cytometry instruments and reagents.

Share-Based Compensation
We believe stock ownership and share-based incentive awards are the best way to align the interests of employees with those of our shareholders. Historically, we have used stock options as our primary form of incentive compensation. In November 2004, share-based awards were granted to employees under a new long-term incentive program, which consisted of both stock options and restricted stock unit awards.

Historically, we accounted for stock options using the intrinsic value method. This method measures share-based compensation expense as the amount by which the market price of the stock on the date of grant exceeds the exercise price. We have not recognized any share-based compensation expense under this method in recent years because we granted stock options at the stock price as of the date of grant.

Effective October 1, 2004, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004) – Share-Based Payment (“SFAS No. 123 (R)”). This Statement requires compensation cost relating to share-based payment transactions to be recognized in our financial

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statements using a fair-value measurement method. Under the fair value method, the estimated fair value of awards is charged against income on a straight-line basis over the requisite service period, which is generally the vesting period. For the three and six months ended March 31, 2005, we recorded share-based compensation expense associated with the SFAS No. 123 (R) adoption and the restricted stock unit awards as follows:

Share-based compensation expense is recorded in corporate unallocated expense for segment reporting purposes. The expense for the six months ended March 31, 2005 is net of a cumulative pre-tax adjustment of $1,799 recorded in the first quarter of 2005 resulting from a change to the estimated forfeiture rate, reflecting actual experience, for current and prior period unvested stock option grants.

For the six months ended March 31, 2005, share-based compensation reduced diluted earnings per share from continuing operations by 8 cents. Our full year fiscal 2005 share-based compensation expense, including restricted stock unit awards, is estimated to reduce diluted earnings per share from continuing operations by approximately 17 cents. The amount of unrecognized compensation expense for non-vested awards as of March 31, 2005 is approximately $147 million, which is expected to be recognized over a weighted-average remaining life of 3.5 years. See Note 7 in the Notes to Condensed Consolidated Financial Statements for prior period pro-forma data and additional discussion.

Segment Operating Income

Medical Segment
Segment operating income for the second quarter was $162 million compared to $151 million in the prior year second quarter. Segment operating income growth was in line with revenue growth, as discussed above. Segment operating income for the six-month period was $326 million compared to $243 million in the comparable period in the prior year period which included $45 million of BGM charges. See Note 8 in the Notes to Condensed Consolidated Financial Statements for more information.

Diagnostics Segment
Segment operating income for the second quarter was $117 million compared to $87 million in the prior year second quarter, reflecting an improvement in gross profit margin of 18%, or $34 million. Segment operating income also reflected reduced research and development spending of $2 million resulting from the completion of our cancer biomarker discovery program in the third quarter of fiscal 2004. Segment operating income for the six-month period was $220 million compared to $185 million in the comparable prior year period, reflecting an improvement in gross profit margin of 10%, or $41 million.

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Biosciences Segment
Segment operating income was $46 million for the second quarter compared to $45 million in the prior year second quarter. Segment operating income was $83 million for the six-month period compared to $74 million in the comparable prior year period. Segment operating income in the second quarter and six-month period included increased expenses related to the installation of an enterprise software system in the United States of $4 million and $6 million, respectively. Segment operating income was further impacted in the current year by increased investment, primarily research and development, in the cell imaging business of $2 million in the second quarter and $3 million in the six-month period as a result of our acquisition of Atto Bioscience, Inc. which occurred in July 2004.

Gross Profit Margin
Gross profit margin was 50.3% for the second quarter and 50.5% for the six-month period, compared with 49.8% and 48.2%, respectively for the comparable prior year periods. Gross profit margin in the current year included share-based compensation of $2 million and $4 million for the three and six-month periods, respectively, which reduced gross profit margin by 0.2% for both the three and six-month periods, respectively. Gross profit margin in the six-month period of the prior year included BGM charges of $45 million, which reduced gross profit margin by 1.8%. Gross profit margin for the six-month period of the current year reflected an estimated 0.7% improvement resulting from a weaker U.S. dollar, an estimated 0.3% improvement relating to increased sales of products with higher margins, with the remaining 0.6% improvement associated with, for the most part, productivity gains. These gross profit margin improvements were partially offset by an estimated 0.9% relating to higher raw material costs, primarily petroleum-based resins. On a reported basis, we expect gross profit margin to be approximately 50.5% for fiscal 2005.

Selling and Administrative Expense
Selling and administrative expense was 26.8% of revenues for the second quarter and 26.7% for the six-month period, compared with 26.7% and 27.0%, respectively for the prior year’s periods. As discussed above, $13 million and $22 million of share-based compensation expense was recorded to selling and administrative expense for the three and six-month periods ended March 31, 2005, which amounted to 0.9% for both periods ended March 31, 2005. Aggregate expenses for the current six-month period reflect base spending increases of $27 million, of which the rate of increase was in line with inflation. On a reported basis, selling and administrative expense is expected to be approximately 26.5% to 26.8% of revenues for fiscal 2005.

Research and Development Expense
Research and development expense was $66 million or 4.8% of revenues for the second quarter, compared with the prior year’s amount of $60 million or 4.8% of revenues. Research and development expense was $128 million or 4.8% of revenues for the six-month period in the current year, compared with $118 million or 4.9% of revenues for the comparable prior year period. As discussed above, $1.4 million and $2.4 million of share-based compensation was recorded to research and development expense in the three and six-month periods of 2005, respectively. The increase in research and development expenditures of $10 million for the six-month period ended March 31, 2005 also reflects spending for new programs in each of our segments, partially offset by reduced spending from molecular oncology diagnostics following the completion of our cancer biomarker discovery program in the third quarter of fiscal 2004. On a reported basis, we anticipate spending to increase about 12% for fiscal 2005.

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Interest Expense, Net
Interest expense, net, decreased to $4.6 million in the current quarter from $8.0 million in the prior year’s quarter. Interest expense, net, decreased to $13.7 million in the six-month period of the current year from $16.9 million in the prior year’s comparable period. The decrease was attributed to increased interest income due to higher interest rates and cash balances, which was partially offset by the impact of higher interest rates on certain interest rate swap transactions.

Income Taxes
The reported income tax rate was 24.9% for the second quarter. The six-month tax rate was 21.8% which included an estimated 0.3% benefit relating to share-based compensation and an estimated 2.3% benefit due to the reversal of tax reserves in the first quarter in connection with the conclusion of tax examinations in four non-U.S. jurisdictions. The Company expects the reported tax rate for the full year to be approximately 24%.

Income from Continuing Operations and Diluted Earnings Per Share from Continuing Operations
Income from continuing operations and diluted earnings per share from continuing operations for the second quarter of 2005 were $187 million and 71 cents, respectively. Share-based compensation expense decreased income from continuing operations by approximately $12 million and diluted earnings per share from continuing operations by approximately 5 cents in the quarter. This compared with income from continuing operations and diluted earnings per share from continuing operations for the prior year’s second quarter of $164 million and 62 cents, respectively. For the six-month periods, income from continuing operations and diluted earnings per share from continuing operations were $381 million and $1.45, respectively, in 2005 and $289 million and $1.10, respectively, in 2004. The net effect of share-based compensation and the reversal of tax reserves described above decreased income from continuing operations by approximately $9 million and diluted earnings per share from continuing operations by approximately 4 cents for the six-month period ended March 31, 2005. BGM charges reduced income from continuing operations and diluted earnings per share from continuing operations in the prior six-month period by $28 million and 11 cents, respectively.

Liquidity and Capital Resources
Net cash provided by continuing operating activities, which continues to be our primary source of funds to finance operating needs and capital expenditures, was $450 million during the first six months of fiscal 2005, and $480 million in the same period in fiscal 2004. As discussed in Note 9, net cash provided by operations was reduced by discretionary cash contributions to pension plans of $103 million. BD’s funding policy for its defined benefit pension plans is to contribute amounts sufficient to meet the minimum funding requirement of the Employee Retirement Income Security Act of 1974, plus any additional amounts that management may determine to be appropriate considering the funded status of the plans, tax deductibility, cash flows, and other factors. As further discussed in our fiscal year 2004 Annual Report on Form 10-K, changes in pension costs may occur in the future due to changes in assumptions inherent in the actuarial valuations used, in part, to determine the Company’s minimum funding obligations.

Net cash used for continuing investing activities for the second quarter of the current year was $159 million, compared to $151 million in the same period a year ago. Capital expenditures were $108 million in the first six months of fiscal 2005 and fiscal 2004. We expect capital

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spending for fiscal 2005 to be between $300 million and $325 million.

Net cash used for continuing financing activities in the first six months of the current year was $194 million, compared to $199 million in the prior year period, and included the repurchase of shares of our common stock for approximately $225 million, compared to approximately $175 million in the prior year period. As of March 31, 2005, authorization to repurchase an additional 10.2 million common shares remained. Stock repurchases were offset, in part, by the issuance of common stock from treasury due to the exercising of stock options by employees. As of March 31, 2005, total debt of $1.2 billion represented 25.5% of total capital (shareholders’ equity, net non-current deferred income tax liabilities, and debt), a reduction from 28.1% at September 30, 2004.

We have in place a $900 million commercial paper borrowing program that is available to meet our short-term financing needs, including working capital requirements. There was approximately $140 million outstanding under this program as of March 31, 2005. As discussed in our fiscal year 2004 Annual Report on Form 10-K, we have in place a syndicated credit facility totaling $900 million in order to provide backup support for our commercial paper program and for other general corporate purposes. This credit facility expires in August 2009. The facility contains a single financial covenant that requires BD to maintain an interest expense coverage ratio (ratio of earnings before income taxes, depreciation and amortization to interest expense) of not less than 5-to-1 for the most recent four consecutive fiscal quarters. For the last eight measurement dates, this ratio has ranged from 18-to-1 up to 21-to-1. Given the availability of this facility and our strong credit ratings, we continue to have a high degree of confidence in our ability to refinance maturing debt , as well as to incur substantial additional debt, if required.

During the first quarter of 2005, we exercised the early redemption option available under the terms of our 8.7% Debentures, due January 15, 2025. Redemption was for the full $100 million in outstanding principal and occurred on January 15, 2005, at a price of 103.949%. We had utilized an interest rate swap (designated for accounting purposes as a fair value hedge) to effectively convert the fixed rate of interest under the Debentures to a floating rate. The swap was terminated during the first quarter of 2005, which resulted in a gain, which largely offset the early redemption premium on the Debentures.

BD’s ability to generate cash flow from operations, issue debt, enter into other financing arrangements and attract long-term capital on acceptable terms could be adversely affected in the event there was a material decline in the demand for BD’s products, deterioration in BD’s key financial ratios or credit ratings or other significantly unfavorable changes in conditions. While a deterioration in the Company’s credit ratings would increase the costs associated with maintaining and borrowing under its existing credit arrangements, such a downgrade would not affect the Company’s ability to draw on these credit facilities, nor would it result in an acceleration of the scheduled maturities of any outstanding debt.

The American Jobs Creation Act of 2004, which was signed into law on October 22, 2004, provides corporate taxpayers with an election to claim a deduction equal to 85% of cash dividends in excess of a base-period amount received from controlled foreign corporations if the dividends are invested in the United States under a properly approved domestic investment plan. As a result of the passage of the American Jobs Creation Act, we are currently revisiting our policy of indefinite reinvestment of foreign earnings. The deduction is subject to a number of

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limitations and, as of today, uncertainty remains as to how to interpret certain provisions of this legislation. As a result, although we are likely to repatriate a portion of our foreign earnings, we have not concluded as to whether, when, and to what extent, we might repatriate foreign earnings that have not yet been remitted to the United States. However, we currently expect that any such repatriation would be about $500 million and that the tax cost would be approximately 6% to 8% of the amount repatriated.

Critical Accounting Policies
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. A summary of our significant accounting policies is included in Note 1 to our consolidated financial statements for the year ended September 30, 2004, which are incorporated by reference in our 2004 Annual Report on Form 10-K. Certain of our accounting policies are considered critical, as summarized in the Financial Review section of our 2004 Annual Report on Form 10-K, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments by management, often employing the use of estimates about the effects of matters that are inherently uncertain. Estimation methodologies are applied consistently from year to year. Other than the adoption of SFAS No. 123 (R), as discussed in Note 7 in the Notes to Condensed Consolidated Financial Statements, there have been no significant changes in the application of the critical accounting policies since September 30, 2004. These critical accounting policies have been reviewed with the Audit Committee of the Board of Directors.

Cautionary Statement Pursuant to Private Securities Litigation Reform Act of 1995 — “Safe Harbor” for Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of Becton, Dickinson and Company (“BD”). BD and its representatives may from time to time make certain forward-looking statements, both written and oral, including statements contained in this report and filings with the Securities and Exchange Commission and in our other reports to shareholders. Forward-looking statements may be identified by the use of words like “plan,” “expect,” “believe,” “intend,” “will,” “anticipate,” “estimate” and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance, as well as our strategy for growth, product development, regulatory approvals, market position and expenditures. All statements which address operating performance or events or developments that we expect or anticipate will occur in the future — including statements relating to volume growth, sales and earnings per share growth, gross profit margins, various expenditures and statements expressing views about future operating results — are forward-looking statements within the meaning of the Act.

Forward-looking statements are based on current expectations of future events. The forward-looking statements are and will be based on management’s then-current views and assumptions regarding future events and operating performance, and speak only as of their dates. Investors should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Furthermore, we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events and developments or otherwise.

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The following are some important factors that could cause our actual results to differ from our expectations in any forward-looking statements:

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The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in information reported since end of the fiscal year ended September 30, 2004.

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An evaluation was carried out by BD’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of BD’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2005. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were, as of the end of the period covered by this report, adequate and effective to ensure that material information relating to BD and its consolidated subsidiaries would be made known to them by others within these entities. There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2005 identified in connection with the above-referenced evaluation that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

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The table below sets forth certain information regarding our purchases of common stock of BD during the fiscal quarter ended March 31, 2005.

Issuer Purchases of Equity Securities

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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 thereunto duly authorized.

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INDEX TO EXHIBITS

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