BECTON DICKINSON & CO — Director's Dealing 2004

Feb 18, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2004-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-17	Common Stock	M	140000	$12.5475	Acquired	202706	Direct
2004-02-17	Common Stock	S	120000	$48.28	Disposed	82706	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-17	Employee Stock Option (right to buy)	$12.5475	M	140000	Disposed	2005-01-23	Common Stock (140000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18611	Indirect

Footnotes

F1: 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. Ludwig also has an interest in 560 shares of Series B Convertible Preferred Stock under the SIP, which are convertible into 3,584 shares of common stock.