BECTON DICKINSON & CO
AMENDMENT TO THE DIRECTORS' DEFERRAL PLAN
<DOCUMENT>
<TYPE>EX-10.GII
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>AMENDMENT TO THE DIRECTORS' DEFERRAL PLAN
<TEXT>

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                                                               Exhibit 10(g)(ii)


Amendment dated April 24, 2000 to the Directors' Deferral Plan, dated
November 1, 1996.

Section 3.4 (f) of the Directors' Deferral Plan, is amended and restated to read
in its entirety as follows with respect to all currently outstanding and
future deferred shares of Common Stock under such plan:

Section 3.4 (f)

     In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend (including without limitation, stock dividends
consisting of securities other than the shares of Common Stock), distribution
(other than regular cash dividends), stock split, reverse stock split,
separation, spin-off, split-off or other distribution of stock or property of
the Company, or other change in the corporate structure or capitalization, there
shall be appropriate adjustment made by the Board in the number and kind of
shares (rounded to the nearest one-one hundredth of a share) or other property
that shall be credited in the aggregate and to individual participants' deferred
stock accounts under the Plan, so that the participants' Deferred Stock Accounts
reflect the same equity percentage interest in the Company after the transaction
as was the case before such transaction, and so that each share of Common Stock
credited to a participant's Deferred Stock Account before a transaction accrues
the same benefits after the transaction as does each share of Common Stock
outstanding before such transaction.
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