BECTON DICKINSON & CO — Director's Dealing 2004

Feb 25, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2004-02-24

Reporting Person: FORLENZA VINCENT A (President - BD Biosciences)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-24	Common Stock	M	97612	$20.0325	Acquired	129643	Direct
2004-02-24	Common Stock	M	4030	$24.8125	Acquired	133763	Direct
2004-02-24	Common Stock	M	3583	$27.9063	Acquired	137256	Direct
2004-02-24	Common Stock	S	97612	$48.55	Disposed	39644	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-24	Employee Stock Option (right to buy)	$20.0325	M	97612	Disposed	2006-01-22	Common Stock (97612)	Direct
2004-02-24	Employee Stock Option (right to buy)	$24.8125	M	4030	Disposed	2007-01-27	Common Stock (4030)	Direct
2004-02-24	Employee Stock Option (right to buy)	$27.9063	M	3583	Disposed	2010-01-24	Common Stock (3583)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4666	Indirect

Footnotes

F1: 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 519 shares of Series B Convertible Preferred Stock under the SIP, which are convertible into 3,322 shares of common stock. The information presented for the SIP is as of January 31, 2004.

F2: The option became 50% exercisable on January 27, 1999 and fully exercisable on January 27, 2000.

F3: The option became 50% exercisable on January 24, 2002 and fully exercisable on January 24, 2003.