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BECTON DICKINSON & CO Director's Dealing 2008

Nov 26, 2008

30003_dirs_2008-11-26_81fb3e47-1c77-429e-b796-2d0ae3ead69a.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: CONSIDINE JOHN R (Senior Executive VP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-11-24 Common Stock A 10616 Acquired 90049 Direct
2008-11-24 Common Stock F 4921 Disposed 85128 Direct
2008-11-25 Common Stock A 4522 Acquired 89650 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-11-25 Stock Appreciation Rights $62.50 A 28758 Acquired 2018-11-25 Common Stock (28758) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2640 Indirect

Footnotes

F1: Represents shares distributed upon the vesting of performance units granted on November 21, 2005.

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.