BECTON DICKINSON & CO — Director's Dealing 2006

Nov 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2006-11-21

Reporting Person: SHERMAN JEFFREY S (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-21	Common Stock	A	2436	—	Acquired	16302	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-11-21	Stock Appreciation Right	$71.72	A	12769	Acquired	2016-11-21	Common Stock (12769)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	315	Indirect

Footnotes

F1: Represents restricted stock units ("career shares") awarded under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.

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 stock appreciation right vests in four annual installments beginning November 21, 2007.