8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            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)  August 27, 1999
                                                  ---------------


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

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


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


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

                                      N/A
- --------------------------------------------------------------------------------
        (Former name or former addresses if changed since last report.)






Item 5.      OTHER EVENTS
             ------------

             Press release dated August 26, 1999.

             Attached hereto as Exhibit 99, which is incorporated
             herein by reference, is a copy of the press release.






                                  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/ Bridget M. Healy
                                               ----------------------------
                                                   Bridget M. Healy
                                               Vice President and Secretary


Date: August 27, 1999

                                     - 2 -





                              INDEX TO EXHIBITS
                              -----------------

   Exhibit
   Number              Description of Exhibits
   ------              -----------------------

    99                 Press release dated August 26, 1999.

EX-99

                                                                      Exhibit 99

       Becton, Dickinson and Company Completes Acquisition of Clontech
                              Laboratories, Inc.

Contact:

Ronald Jasper
Becton, Dickinson and Company
(201) 847-7160


Franklin Lakes, NJ--, August 26, 1999--Becton, Dickinson and Company (NYSE:BDX)
announced today that it has completed the acquisition of Clontech Laboratories,
Inc. for $200 million under its previously announced agreement. Clontech
Laboratories Inc., is a privately-held company serving the life sciences market,
providing reagents in the areas of gene-based drug discovery technology and
molecular biology research.

"The acquisition of Clontech is part of our worldwide business strategy to
significantly expand our presence and impact in the growing areas of molecular
biology-based life science research and drug discovery," said Deborah Neff,
Worldwide President, BD Biosciences (BDB) in San Jose, California. "Clontech's
strong molecular biology position is complementary to BDB's position in
immunology and cell biology, and will broaden the BDB life science research
product line."

Founded in 1984, Clontech is located in Palo Alto, California, and has 330
employees worldwide. The Company offers over 1,800 products within 130 product
lines that address scientists' needs in the areas of gene identification, gene
expression analysis, functional analysis and target validation for drug
discovery.

"Through complementary product portfolios, BDB and Clontech will be uniquely
positioned to provide integrated solutions for a variety of scientific needs--in
basic and clinical research, as well as drug discovery and development," said
Kenneth Fong, Clontech's founder and President.

BD has pioneered leading edge cell analysis in 1973 with the introduction of
FACS, the first commercially available fluorescence-activated cell sorter.
Since then, the company has become the worldwide leader in flow cytometry
instruments and reagents for both research and clinical markets. Included in the
company's product line are sophisticated flow cytometers and cell sorters,
advanced applications and data management software, and a wide range of reagents
that allows users to analyze, isolate, and characterize immune cells from blood
and tissue.

BD manufactures and sells a broad range of medical supplies and devices and
diagnostic systems for use by health care professionals, medical research
institutions and the general public. For the fiscal year ended September 30,
1998, BD had total revenues of $3.1 billion and net income of $236 million.
Headquartered in San Jose, California, BDB is one of BD's five worldwide
businesses with 1998 revenues of approximately $1 billion.

                         ******************************

This press release may contain certain forward-looking statements (as defined
under Federal securities laws) regarding the company's performance, including
future revenues, products and income, or events or developments that the company
expects to occur or anticipates occurring in the future. As such statements are
based upon current expectations of the company and involve a number of business
risks and uncertainties--actual results could vary materially from anticipated


results described in any forward-looking statement. Factors that could cause
actual results to vary materially from any forward-looking statement include,
but are not limited to, competitive factors, changes in regional, national or
foreign economic conditions, changes in interest or foreign currency exchange
rates, delays in product introductions, Year 2000 issues, and changes in health
care or other government regulation, as well as other factors discussed herein
and in the company's filings with the Securities and Exchange Commission.