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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-24	Common Stock	A	7264	—	Acquired	135089	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-11-24	Rights to Common Stock	$	A	63293	Acquired		Common Stock (63293)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24824	Indirect

Footnotes

F1: Represents restricted stock units.

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 October 31, 2006.

F3: The securities convert to common stock on a one-for-one basis.

F4: Includes 37,976 shares of BD common stock distributable upon the vesting of performance units awarded on November 24, 2003, which were mandatorily deferred. Also includes 25,317 shares distributable under the award in installments on November 24, 2007 and November 24, 2008.

F5: The 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.