BECTON DICKINSON & CO — Director's Dealing 2006

Feb 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2006-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-07	Common Stock	G	2000	—	Disposed	109296	Direct
2006-02-22	Common Stock	M	6594	$29.34	Acquired	115890	Direct
2006-02-22	Common Stock	M	2852	$35.06	Acquired	118742	Direct
2006-02-22	Common Stock	S	6594	$65.35	Disposed	112148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-22	Employee Stock Option (right to buy)	$29.34	M	6594	Disposed	2008-01-26	Common Stock (6594)	Direct
2006-02-22	Employee Stock Option (right to buy)	$35.06	M	2852	Disposed	2009-01-25	Common Stock (2852)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24011	Indirect

Footnotes

F1: The reported sale price reflects an average price for five separate transactions. The actual sales prices for the transactions ranged from $65.31 through $65.43.

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 January 31, 2006.

F3: The option became 50% exercisable on January 26, 2000 and fully exercisable on January 26, 2001.

F4: The option became 50% exercisable on January 25, 2001 and fully exercisable on January 25, 2002.