BECTON DICKINSON & CO — Director's Dealing 2008

Feb 1, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2008-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-30	Common Stock	M	50000	$32.49	Acquired	223018	Direct
2008-01-30	Common Stock	S	50000	$85.69	Disposed	173018	Direct
2008-01-31	Common Stock	M	100000	$32.49	Acquired	273018	Direct
2008-01-31	Common Stock	S	100000	$86.00	Disposed	173018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-30	Employee Stock Option (right to buy)	$32.49	M	50000	Disposed	2011-11-27	Common Stock (50000)	Direct
2008-01-31	Employee Stock Option (right to buy)	$32.49	M	100000	Disposed	2011-11-27	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26273	Indirect

Footnotes

F1: The reported sale price reflects an average price for numerous separate transactions. The actual sales prices for the transactions ranged from $85.35 through $86.05.

F2: The reported sale price reflects an average price for numerous separate transactions. The actual sales prices for the transactions ranged from $86.00 through $86.03.

F3: 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 December 31, 2007.

F4: The option became exercisable in four annual installments beginning November 27, 2002.