BECTON DICKINSON & CO — Director's Dealing 2004

Aug 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2004-08-23

Reporting Person: COHEN GARY M (President - BD Medical)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-23	Rights to Common Stock Under Deferred Compensation Plan	$	A	18.37	Acquired		Common Stock (18.37)	Direct

Footnotes

F1: The securities convert to common stock on a one-for-one basis.

F2: The securities are generally distributed upon termination, or following retirement on the date or dates specified by the reporting person.