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: COHEN GARY M (President - BD Medical)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-23	Common Stock	A	4495	$54.41	Acquired	41143	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	23177	Disposed	2015-11-23	Common Stock (23177)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10635	Indirect

Footnotes

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

F2: Represents shares of common stock held under the Becton, Dickinson and Company Savings Incentive Plan (the "SIP"). Mr. Cohen also has an interest in 491 shares of Series B Convertible Preferred Stock under the SIP, which are convertible into 3,142 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.