BECTON DICKINSON & CO — Director's Dealing 2008

Aug 15, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2008-08-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-15	Common Stock	M	42692	$32.49	Acquired	202625	Direct
2008-08-15	Common Stock	S	35000	$87.27	Disposed	167625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-15	Employee Stock Option (right to buy)	$32.49	M	42692	Disposed	2011-11-27	Common Stock (42692)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26291	Indirect

Footnotes

F1: The reported sale price reflects the weighted average sale price for thirty nine separate transactions. The actual sales prices for the transactions ranged from $87.19 to $87.475. Full information regarding the number of shares purchased at each separate price will be provided to the Securities and Exchange Commission, the issuer or a security holder of the issuer upon request.

F2: 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 July 31, 2008.

F3: The option became exercisable in four annual installments beginning November 27, 2002.