BECTON DICKINSON & CO — Director's Dealing 2004

Feb 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2003-12-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-22	Common Stock	G	313	—	Disposed	25060	Direct
2003-12-23	Common Stock	G	325	—	Disposed	24735	Direct
2003-12-24	Common Stock	G	27	—	Disposed	24708	Direct
2003-12-26	Common Stock	G	188	—	Disposed	24520	Direct
2003-12-30	Common Stock	G	50	—	Disposed	24470	Direct
2004-02-19	Common Stock	M	97612	$20.0325	Acquired	122159	Direct
2004-02-19	Common Stock	M	2030	$24.8125	Acquired	124189	Direct
2004-02-19	Common Stock	M	3406	$29.3438	Acquired	127595	Direct
2004-02-19	Common Stock	S	97612	$48.95	Disposed	29983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-19	Employee Stock Option (right to buy)	$20.0325	M	97612	Disposed	2006-01-22	Common Stock (97612)	Direct
2004-02-19	Employee Stock Option (right to buy)	$24.8125	M	2030	Disposed	2007-01-27	Common Stock (2030)	Direct
2004-02-19	Employee Stock Option (right to buy)	$29.3438	M	3406	Disposed	2008-01-26	Common Stock (3406)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10287	Indirect

Footnotes

F1: Includes 77 shares acquired on January 2, 2004 through dividend reinvestment.

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 January 31, 2004. Mr. Cohen also has an interest in 469 shares of Series B Convertible Preferred Stock under the SIP, which are convertible into 3,001 shares of common stock.

F3: The option became fully exercisable on January 27, 2000.

F4: The option became fully exercisable on January 26, 2001.