BECTON DICKINSON & CO — Director's Dealing 2008

Nov 26, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2008-11-26

Reporting Person: COHEN GARY M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-24	Common Stock	M	2686	—	Acquired	74495	Direct
2008-11-24	Common Stock	A	8050	—	Acquired	82545	Direct
2008-11-24	Common Stock	F	4939	—	Disposed	77606	Direct
2008-11-25	Common Stock	A	3762	—	Acquired	81368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-24	Rights to Common Stock	$0	M	2686	Disposed		Common Stock (2686)	Direct
2008-11-25	Stock Appreciation Rights	$62.50	A	23922	Acquired	2018-11-25	Common Stock (23922)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15655	Indirect

Footnotes

F1: Represents shares distributed under the November 24, 2003 grant of performance units.

F2: Represents shares distributed upon the vesting of performance units granted on November 21, 2005.

F3: Represents restricted stock units awarded under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.

F4: Includes units acquired through dividend reinvestment since the last report filed by the reporting person.

F5: 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, 2008.

F6: The securities convert to common stock on a one-for-one basis.

F7: Represents last installment of shares distributable under performance units that vested on November 24, 2006.

F8: The stock appreciation rights vest in four annual installments beginning November 25, 2009.