BECTON DICKINSON & CO — Director's Dealing 2010

Dec 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2010-12-03

Reporting Person: BECTON HENRY P JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-03	Common Stock	M	2061	$38.46	Acquired	19297	Direct
2010-12-03	Common Stock	S	2061	$80.65	Disposed	17236	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-03	Stock Option (right to buy)	$38.46	M	2061	Disposed	2011-02-13	Common Stock (2061)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11450	Indirect
Common Stock	191397	Indirect
Common Stock	517860	Indirect
Common Stock	37166	Indirect
Common Stock	108712	Indirect
Common Stock	16200	Indirect

Footnotes

F1: By trust for benefit of reporting person and his siblings, of which he is a co-trustee.

F2: Held in trust and/or limited liability company for benefit of reporting person.

F3: Represents shares held in a limited liability company (the "LLC") in which the reporting person had previously held a passive interest. The reporting person obtained investment control upon the death of his father in October 2009. The reporting person disclaims beneficial interest in the shares except to the extent of his interest in the LLC.

F4: Represents shares held in trust and directly by spouse.

F5: By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.

F6: Represents shares held in certain trusts of which reporting person is a co-trustee. These shares were formerly in trust for reporting person's parent.

F7: The option became 50% exercisable on February 13, 2003 and fully exercisable on February 13, 2004.