BECTON DICKINSON & CO — Director's Dealing 2005

Feb 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2005-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-03	Common Stock	M	23186	$24.8125	Acquired	123329	Direct
2005-02-03	Common Stock	M	3406	$29.3438	Acquired	126735	Direct
2005-02-03	Common Stock	S	23186	$59.40	Disposed	103549	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-03	Employee Stock Option (right to buy)	$24.8125	M	23186	Disposed	2007-01-27	Common Stock (23186)	Direct
2005-02-03	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	23131	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, 2005.

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 26, 2000 and fully exercisable on January 26, 2001.