BECTON DICKINSON & CO — Director's Dealing 2006

Nov 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2006-11-24

Reporting Person: COHEN GARY M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-24	Common Stock	A	2202	—	Acquired	55147	Direct
2006-11-24	Common Stock	A	7460	—	Acquired	62607	Direct
2006-11-24	Common Stock	F	3628	—	Disposed	58979	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-11-24	Rights to Common Stock	$	A	11728	Acquired		Common Stock (11728)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14808	Indirect

Footnotes

F1: Represents restricted stock units.

F2: Represents shares of BD common stock issued upon the vesting of performance units awarded on November 24, 2003.

F3: 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 October 31, 2006.

F4: The securities convert to common stock on a one-for-one basis.

F5: Includes 4,054 shares of BD common stock distributable upon the vesting of performance units awarded on November 24, 2003, which were deferred voluntarily or mandatorily. Also includes 7,675 shares distributable under the award in installments on November 24, 2007 and November 24, 2008, which the reporting person has elected to defer in part.

F6: The voluntarily-deferred securities will be distributed upon termination or following retirement on the date specified by the reporting person, and the mandatorily-deferred securities will be distributed at such time as the deduction of the payment of these shares will not be limited under Section 162(m) of the Internal Revenue Code. The remaining securities will be distributed on the dates set forth in footnote 5.