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: 2008-11-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-24	Common Stock	M	300	—	Acquired	170023	Direct
2008-11-24	Common Stock	A	32729	—	Acquired	202752	Direct
2008-11-24	Common Stock	F	15476	—	Disposed	187276	Direct
2008-11-25	Common Stock	A	15616	—	Acquired	202892	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-24	Rights to Common Stock	$0	M	300	Disposed		Common Stock (300)	Direct
2008-11-25	Stock Appreciation Rights	$62.50	A	99313	Acquired	2018-11-25	Common Stock (99313)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26450	Indirect

Footnotes

F1: Represents shares issuable 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: The securities are distributable upon retirement or the date or dates specified by the reporting person.

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