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: FORLENZA VINCENT A (President - BD Biosciences)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-23	Common Stock	A	4446	$54.41	Acquired	44090	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	22923	Acquired	2015-11-23	Common Stock (22923)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4704	Indirect

Footnotes

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

F2: Represents an interest in shares of common stock held under the Becton, Dickinson and Company Savings Incentive Plan (the "SIP"). Mr. Forlenza also has an interest in 541 shares of Series B Convertible Preferred Stock under the SIP, which are convertible into 3,462 shares of common stock. The information presented for the SIP is as of October 31, 2004.

F3: The option vests in four annual installments beginning November 23, 2005.