BECTON DICKINSON & CO — Director's Dealing 2004

Nov 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2004-11-23

Reporting Person: SHERMAN JEFFREY S (VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-23	Common Stock	A	3162	$54.41	Acquired	10958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-23	Employee Stock Option (right to buy)	$54.41	A	16301	Acquired	2015-11-23	Common Stock (16301)	Direct

Footnotes

F1: Represents shares awarded under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.

F2: The option vests in four annual installments beginning November 23, 2005.