BECTON DICKINSON & CO — Director's Dealing 2008

Feb 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2008-01-31

Reporting Person: OVERLOCK WILARD J JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-31	Rights to Common Stock Under 1996 Directors Deferral Plan	$	A	318	Acquired		Common Stock (318)	Direct

Footnotes

F1: The securities convert to common stock on a one-for-one basis.

F2: The securities are distributed following termination of the reporting person's service as a director, or on the date or dates specified by the reporting person.

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