<PAGE>
 
       _________________________________________________________________

       _________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                              ____________________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              --------------------

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

           New Jersey                                   22-076120
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                  Identification No.)

1 Becton Drive, Franklin Lakes, New Jersey               07417-1880
(Address of Principal Executive Offices)                 (Zip Code)

                             1998 STOCK OPTION PLAN

                            (Full title of the plan)

                                Bridget M. Healy
                          Vice President and Secretary
             1 Becton Drive, Franklin Lakes, New Jersey  07417-1880
                    (Name and address of agent for service)

                                 (201) 847-5647
                    (Telephone number, including area code,
                             of agent for service)
                             ---------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------
---------------------------------------------------------------
<S>              <C>         <C>        <C>          <C>
                             Proposed   Proposed
                             maximum    maximum
Title of         Amount      offering   aggregate         Amount of
securities to    to be       price      offering          registration
be registered    registered  per share  price             fee
---------------  ----------  ---------  ---------------   ------------

Common Stock,     5,000,000  $64.00     $320,000,000.00*  $94,400.00   
par value $1.00   shares
per share 
</TABLE> 

* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933.
<PAGE>
 
                                    PART I.

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS*



Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

--------------------

*    Information required by Part I of Form S-8 to be contained in a prospectus
     meeting the requirements of Section 10(a) of the Securities Act of 1933
     (the "Securities Act") is omitted from this registration statement in
     accordance with the Note to the instructions for Part I of Form S-8.



                                      I-1
<PAGE>
 
                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

     The following documents filed with the Securities and Exchange Commission
by Becton, Dickinson and Company (the "Company") are incorporated herein by
reference and made a part hereof:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended
     September 30, 1997

(b)  All other reports filed by the Company pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934 (the "Exchange Act") since September
     30, 1997; and

(c)  The description of the Common Stock, par value $1.00 per share, contained
     in a registration statement filed by the Company under the Exchange Act,
     including any amendment or report filed for the purpose of updating such
     description.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to the Company's
1998 Stock Option Plan (the "Plan") have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be a part hereof from the date of the filing of such
documents.

Item 4.  Description of Securities.
         --------------------------

     Not Applicable.


                                      II-1
<PAGE>
 
Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

     Article XI of the bylaws of the Company provides as follows:

         "The Company shall indemnify to the full extent authorized or permitted
     by the New Jersey Business Corporation Act, any corporate agent (as defined
     in said Act), or his legal representative, made, or threatened to be made,
     a party to any action, suit or proceeding (whether civil, criminal,
     administrative or investigative) by reason of the fact that he is or was a
     corporate agent of this Company."

     The New Jersey Business Corporation Act permits or requires indemnification
of officers and directors in the event that certain statutory standards of
conduct are met.  Consistent with that statute, the Company has entered into
indemnification agreements with its directors and officers whereby the Company
has agreed to indemnify them and advance them their defense, investigation,
witness and/or participation fees and expenses except in circumstances whereby a
request for indemnification (a) is on account of an illegal renumeration to the
indemnitee, (b) is for an accounting of the indemnitee's profits from the
purchase or sale of the Company's securities pursuant to Section 16(b) of the
Exchange Act or any amendments thereto or similar provisions of any federal,
state or local statutory law, (c) is based upon acts or omissions of the
indemnitee which were in breach of the indemnitee's duty of loyalty to the
Company or its shareholders, were not in good faith or involved a knowing
violation of law, or resulted in an improper personal benefit to the indemnitee,
or (d) is unlawful.



                                      II-2
<PAGE>
 
     The Company maintains policies of insurance under which the respective
directors and officers (as defined therein) of the Company are insured subject
to specified exclusions and deductibles and maximum amounts against loss arising
from any civil claim or claims which may be made against any director or officer
(as so defined) of the Company by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or act done or alleged to have been
done while acting in their respective capacities.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

     Not Applicable.


Item 8.  Exhibits.
         ---------

4        1998 Stock Option Plan.

5        Opinion of Bridget M. Healy, Vice President, Secretary and Associate
         General Counsel of the Company.

23(a)    Consent of Independent Auditors.

23(b)    Consent of Bridget M. Healy (included in the opinion filed herewith as
         Exhibit 5).


Item 9.  Undertakings.
         -------------

     A.  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-3
<PAGE>
 
         (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     B.  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     C.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      II-4
<PAGE>
 
                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Franklin Lakes, State of New Jersey, on the 10th
day of February, 1998.

                                  BECTON, DICKINSON AND COMPANY


                                  By: /s/Bridget M. Healy
                                     ---------------------------
                                      Bridget M. Healy
                                      Vice President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 10th day of February, 1998.

    Signature                              Title
    ---------                              -----


/s/Harry N. Beaty                          Director
------------------------------                     
Harry N. Beaty, M.D.


/s/Henry P. Becton, Jr.                    Director
------------------------------                     
Henry P. Becton, Jr.


/s/Clateo Castellini                       Director, Chairman of 
------------------------------                                         
Clateo Castellini                          the Board, President and
                                           Chief Executive Officer
                                           (Principal Executive
                                           Officer)


/s/Albert J. Costello                      Director
------------------------------                     
Albert J. Costello


/s/Gerald M. Edelman                       Director
------------------------------                     
Gerald M. Edelman, M.D.


                                      II-5
<PAGE>
 
    Signature                              Title
    ---------                              -----



/s/John W. Galiardo                        Director
------------------------------                     
John W. Galiardo


/s/Richard W. Hanselman                    Director
------------------------------                     
Richard W. Hanselman


/s/Frank A. Olson                          Director
------------------------------                     
Frank A. Olson


/s/James E. Perrella                       Director
------------------------------                     
James E. Perrella


/s/Gloria M. Shatto                        Director
------------------------------                     
Gloria M. Shatto


/s/Raymond S. Troubh                       Director
------------------------------                     
Raymond S. Troubh


/s/Margaretha af Ugglas                    Director
------------------------------                     
Margaretha af Ugglas

/s/Edward J. Ludwig                        Senior Vice President -
------------------------------                                    
Edward J. Ludwig                           Finance and Chief
                                           Financial Officer
                                           (Principal Financial
                                           and Accounting Officer)



                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------



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

  4           1998 Stock Option Plan.

  5           Opinion of Bridget M. Healy,
              Vice President, Secretary and Associate General Counsel.


 23(a)        Consent of Independent Auditors.

 23(b)        Consent of Bridget M. Healy
              (included in the opinion filed
              herewith as Exhibit 5).



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14145}]
{"company-data": {"conformed-name": "BECTON DICKINSON & CO", "cik": "0000010795", "assigned-sic": "3841", "irs-number": "220760120", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46089", "film-number": "98532353"}, "business-address": {"street1": "ONE BECTON DR", "city": "FRANKLIN LAKES", "state": "NJ", "zip": "07417-1880", "phone": "2018476800"}, "mail-address": {"street1": "ONE BECTON DR", "city": "FRANKLIN LAKE", "state": "NJ", "zip": "07417"}}
_________________________________________________________________

       _________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                              ____________________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              --------------------

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

           New Jersey                                   22-076120
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                  Identification No.)

1 Becton Drive, Franklin Lakes, New Jersey               07417-1880
(Address of Principal Executive Offices)                 (Zip Code)

                             1998 STOCK OPTION PLAN

                            (Full title of the plan)

                                Bridget M. Healy
                          Vice President and Secretary
             1 Becton Drive, Franklin Lakes, New Jersey  07417-1880
                    (Name and address of agent for service)

                                 (201) 847-5647
                    (Telephone number, including area code,
                             of agent for service)
                             ---------------------

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------
---------------------------------------------------------------
Proposed   Proposed
                             maximum    maximum
Title of         Amount      offering   aggregate         Amount of
securities to    to be       price      offering          registration
be registered    registered  per share  price             fee
---------------  ----------  ---------  ---------------   ------------

Common Stock,     5,000,000  $64.00     $320,000,000.00*  $94,400.00   
par value $1.00   shares
per share
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933.
PART I.

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS*

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

--------------------

*    Information required by Part I of Form S-8 to be contained in a prospectus
     meeting the requirements of Section 10(a) of the Securities Act of 1933
     (the "Securities Act") is omitted from this registration statement in
     accordance with the Note to the instructions for Part I of Form S-8.

                                      I-1
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

     The following documents filed with the Securities and Exchange Commission
by Becton, Dickinson and Company (the "Company") are incorporated herein by
reference and made a part hereof:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended
     September 30, 1997

(b)  All other reports filed by the Company pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934 (the "Exchange Act") since September
     30, 1997; and

(c)  The description of the Common Stock, par value $1.00 per share, contained
     in a registration statement filed by the Company under the Exchange Act,
     including any amendment or report filed for the purpose of updating such
     description.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to the Company's
1998 Stock Option Plan (the "Plan") have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be a part hereof from the date of the filing of such
documents.

Item 4.  Description of Securities.
         --------------------------

     Not Applicable.

                                      II-1
Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

     Article XI of the bylaws of the Company provides as follows:

         "The Company shall indemnify to the full extent authorized or permitted
     by the New Jersey Business Corporation Act, any corporate agent (as defined
     in said Act), or his legal representative, made, or threatened to be made,
     a party to any action, suit or proceeding (whether civil, criminal,
     administrative or investigative) by reason of the fact that he is or was a
     corporate agent of this Company."

     The New Jersey Business Corporation Act permits or requires indemnification
of officers and directors in the event that certain statutory standards of
conduct are met.  Consistent with that statute, the Company has entered into
indemnification agreements with its directors and officers whereby the Company
has agreed to indemnify them and advance them their defense, investigation,
witness and/or participation fees and expenses except in circumstances whereby a
request for indemnification (a) is on account of an illegal renumeration to the
indemnitee, (b) is for an accounting of the indemnitee's profits from the
purchase or sale of the Company's securities pursuant to Section 16(b) of the
Exchange Act or any amendments thereto or similar provisions of any federal,
state or local statutory law, (c) is based upon acts or omissions of the
indemnitee which were in breach of the indemnitee's duty of loyalty to the
Company or its shareholders, were not in good faith or involved a knowing
violation of law, or resulted in an improper personal benefit to the indemnitee,
or (d) is unlawful.

                                      II-2
The Company maintains policies of insurance under which the respective
directors and officers (as defined therein) of the Company are insured subject
to specified exclusions and deductibles and maximum amounts against loss arising
from any civil claim or claims which may be made against any director or officer
(as so defined) of the Company by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or act done or alleged to have been
done while acting in their respective capacities.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

     Not Applicable.

Item 8.  Exhibits.
         ---------

4        1998 Stock Option Plan.

5        Opinion of Bridget M. Healy, Vice President, Secretary and Associate
         General Counsel of the Company.

23(a)    Consent of Independent Auditors.

23(b)    Consent of Bridget M. Healy (included in the opinion filed herewith as
         Exhibit 5).

Item 9.  Undertakings.
         -------------

     A.  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
(3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     B.  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     C.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Franklin Lakes, State of New Jersey, on the 10th
day of February, 1998.

                                  BECTON, DICKINSON AND COMPANY

                                  By: /s/Bridget M. Healy
                                     ---------------------------
                                      Bridget M. Healy
                                      Vice President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 10th day of February, 1998.

    Signature                              Title
    ---------                              -----

/s/Harry N. Beaty                          Director
------------------------------                     
Harry N. Beaty, M.D.

/s/Henry P. Becton, Jr.                    Director
------------------------------                     
Henry P. Becton, Jr.

/s/Clateo Castellini                       Director, Chairman of 
------------------------------                                         
Clateo Castellini                          the Board, President and
                                           Chief Executive Officer
                                           (Principal Executive
                                           Officer)

/s/Albert J. Costello                      Director
------------------------------                     
Albert J. Costello

/s/Gerald M. Edelman                       Director
------------------------------                     
Gerald M. Edelman, M.D.

                                      II-5
Signature                              Title
    ---------                              -----

/s/John W. Galiardo                        Director
------------------------------                     
John W. Galiardo

/s/Richard W. Hanselman                    Director
------------------------------                     
Richard W. Hanselman

/s/Frank A. Olson                          Director
------------------------------                     
Frank A. Olson

/s/James E. Perrella                       Director
------------------------------                     
James E. Perrella

/s/Gloria M. Shatto                        Director
------------------------------                     
Gloria M. Shatto

/s/Raymond S. Troubh                       Director
------------------------------                     
Raymond S. Troubh

/s/Margaretha af Ugglas                    Director
------------------------------                     
Margaretha af Ugglas

/s/Edward J. Ludwig                        Senior Vice President -
------------------------------                                    
Edward J. Ludwig                           Finance and Chief
                                           Financial Officer
                                           (Principal Financial
                                           and Accounting Officer)

                                      II-6
EXHIBIT INDEX
                                 -------------

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

  4           1998 Stock Option Plan.

  5           Opinion of Bridget M. Healy,
              Vice President, Secretary and Associate General Counsel.

 23(a)        Consent of Independent Auditors.

 23(b)        Consent of Bridget M. Healy
              (included in the opinion filed
              herewith as Exhibit 5).

                                      II-7