BECTON DICKINSON & CO — Director's Dealing 2004

Nov 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2004-11-01

Reporting Person: LUDWIG EDWARD J (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-01	Common Stock	M	20000	$20.0325	Acquired	109323	Direct
2004-11-01	Common Stock	S	19000	$52.25	Disposed	90323	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-01	Employee Stock Option (right to buy)	$20.0325	M	20000	Disposed	2006-01-22	Common Stock (20000)	Direct
2004-11-01	Rights to Common Stock Under Deferred Compensation Plan	$	A	77.47	Acquired		Common Stock (77.47)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19324	Indirect

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan (the "Plan") adopted by the reporting person on May 26, 2004. Details of the Plan were furnished in a Current Report on Form 8-K filed May 27, 2004.

F2: Represents shares of common stock held under the Becton, Dickinson and Company Savings Incentive Plan (the "SIP"). Mr. Ludwig also has an interest in 583 shares of Series B Convertible Preferred Stock under the SIP, which are convertible into 3,731 shares of common stock. The information presented for the SIP is as of October 31, 2004.

F3: The option became 50% exercisable on January 27, 1999 and fully exercisable on January 27, 2000.

F4: The securities convert to common stock on a one-for-one basis.

F5: The securities are generally distributed upon termination, or following retirement on the date or dates specified by the reporting person.