BECTON DICKINSON & CO — Director's Dealing 2006

Feb 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2006-01-31

Reporting Person: BECTON HENRY P JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-31	Common Stock	A	1867.85	—	Acquired	4306.56	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-31	Rights to Common Stock Under 1996 Directors Deferral Plan	$	A	293.75	Acquired		Common Stock (293.75)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	114345	Indirect
Common Stock	946382	Indirect
Common Stock	104390	Indirect
Common Stock	119800	Indirect
Common Stock	109215	Indirect
Common Stock	36920	Indirect
Common Stock	1600	Indirect
Common Stock	32000	Indirect
Common Stock	5212	Direct

Footnotes

F1: Represents restricted stock units awarded under the 2004 Employee and Director Equity-Based Compensation Plan, including units acquired through dividend reinvestment.

F2: Held in trust and/or limited liability company for benefit of reporting person.

F3: Represents shares held in trust for parent of which reporting person has become a co-trustee.

F4: Represents shares held in trust for sibling of which reporting person is a co-trustee.

F5: By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.

F6: Beneficial ownership of these securities is expressly disclaimed.

F7: Held in charitable remainder trust of which reporting person is a remainder beneficiary.

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

F9: The securities are distributed following termination of the reporting person's service as a director, or on the date or dates specified by the reporting person.