BECTON DICKINSON & CO — Director's Dealing 2004

Aug 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2004-08-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-03	Common Stock	M	20000	$20.0325	Acquired	106058	Direct
2004-08-03	Common Stock	S	19000	$48.00	Disposed	87058	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-03	Employee Stock Option (right to buy)	$20.0325	M	20000	Disposed	2006-01-22	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19267	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"). The information presented for the SIP is as of June 30, 2004. 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.

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