BECTON DICKINSON & CO — Director's Dealing 2006

Dec 29, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2006-12-28

Reporting Person: BECTON HENRY P JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-28	Common Stock	M	578	$70.63	Acquired	119080	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-28	Rights to Common Stock Under 1996 Directors Deferral Plan	$	M	578	Disposed	2006-12-28	Common Stock (578)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	941182	Indirect
Common Stock	100390	Indirect
Common Stock	37120	Indirect
Common Stock	2400	Indirect
Common Stock	108815	Indirect
Common Stock	118800	Indirect
Common Stock	32000	Indirect
Common Stock	5212	Direct
Common Stock	4358	Direct

Footnotes

F1: Held in trust and/or limited liability company for benefit of reporting person.

F2: Represents shares held in trust for parent of which reporting person has become a co-trustee.

F3: Beneficial ownership of these securities is expressly disclaimed.

F4: By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.

F5: Represents shares held in trust for sibling of which reporting person is a co-trustee.

F6: Held in charitable remainder trust of which reporting person is a remainder beneficiary.

F7: Represents restricted stock units awarded under the 2004 Employee and Director Equity-Based Compensation Plan, including units acquired through dividend reinvestment.

F8: The securities convert to common stock on a one-for-one basis.