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BECTON DICKINSON & CO Director's Dealing 2008

Nov 26, 2008

30003_dirs_2008-11-26_b2e8e7ab-9773-4e99-af58-02d26f6232aa.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2008-11-24

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-11-24 Common Stock A 5662 Acquired 21172 Direct
2008-11-24 Common Stock F 2059 Disposed 19113 Direct
2008-11-25 Common Stock A 2580 Acquired 21693 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-11-25 Stock Appreciation Rights $62.50 A 16408 Acquired 2018-11-25 Common Stock (16408) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 324 Indirect

Footnotes

F1: Represents shares distributed upon the vesting of performance units granted on November 23, 2004.

F2: Represents restricted stock units awarded under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.

F3: Includes units acquired through dividend reinvestment since the last report filed by the reporting person.

F4: 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.

F5: The stock appreciation rights vest in four annual installments beginning November 25, 2009.