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: 2004-12-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-01	Common Stock	M	20000	$20.0325	Acquired	124143	Direct
2005-02-01	Common Stock	S	19000	$56.70	Disposed	105143	Direct
2004-12-17	Common Stock	G	5000	—	Disposed	100143	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-01	Employee Stock Option (right to buy)	$20.0325	M	20000	Disposed	2006-01-22	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23131	Indirect

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan (the "Plan") adopted by the reporting person on May 26, 2004. Details of the Plan were furnished in a Current Report on Form 8-K filed May 27, 2004.

F2: 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.