BECTON DICKINSON & CO — Director's Dealing 2005

Feb 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2005-01-31

Reporting Person: OVERLOCK WILARD J JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-01	Common Stock	A	1200	—	Acquired	4410	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-31	Rights to Common Stock Under 1996 Directors Deferral Plan	$	A	611.873	Acquired		Common Stock (611.873)	Direct
2005-02-01	Stock Option (right to buy)	$56.15	A	2160	Acquired	2015-02-01	Common Stock (2160)	Direct

Footnotes

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

F2: The securities convert to common stock on a one-for-one basis.

F3: The securities are distributed following termination of the reporting person's service as a director, or on the date or dates specified by the reporting person.

F4: The option vests in four equal annual installments beginning on February 1, 2006.