BECTON DICKINSON & CO — Director's Dealing 2004

Feb 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2004-01-30

Reporting Person: OVERLOCK WILARD J JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Rights to Common Stock Under 1996 Directors Deferral Plan	$	A	601.23	Acquired		Common Stock (601.23)	Direct

Footnotes

F1: The securities convert to common stock on a one-for-one basis.

F2: The securities are distributed following termination of the reporting person's service as a director, on the date or dates specified by the reporting person.