BECTON DICKINSON & CO — Director's Dealing 2005

Feb 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2005-02-01

Reporting Person: BECTON HENRY P JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-01	Common Stock	A	1200	—	Acquired	7620	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-01	Stock Option (right to buy)	$56.15	A	2160	Acquired	2015-02-01	Common Stock (2160)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	128305	Indirect
Common Stock	32000	Indirect
Common Stock	121800	Indirect
Common Stock	108440	Indirect
Common Stock	32320	Indirect
Common Stock	1600	Indirect

Footnotes

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

F2: Held in trust and/or limited liability company for benefit of reporting person.

F3: Held in charitable remainder trust of which reporting person is a remainder beneficiary.

F4: Represents shares held in trust of which reporting person has become a co-trustee.

F5: Beneficial ownership of these securities is expressly disclaimed.

F6: By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.

F7: The option vests in four equal annual installments beginning on February 1, 2006.