BECTON DICKINSON & CO — Director's Dealing 2004

Feb 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2004-02-11

Reporting Person: BECTON HENRY P JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-11	Common Stock	A	1200	—	Acquired	6412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-11	Stock Option (right to buy)	$49.05	A	2276	Acquired	2014-02-11	Common Stock (2276)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	108440	Indirect
Common Stock	133505	Indirect
Common Stock	32320	Indirect
Common Stock	1600	Indirect
Common Stock	56000	Indirect

Footnotes

F1: Reflects shares awarded under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.

F2: Beneficial ownership of these securities is expressly disclaimed.

F3: By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.

F4: Held in trust and/or limited liability company for benefit of reporting person.

F5: Held in charitable remainder trust of which reporting person is a remainder beneficiary.

F6: The option vests in four equal annual installments beginning on February 11, 2005.