BECTON DICKINSON & CO — Director's Dealing 2010

Dec 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2010-12-02

Reporting Person: SHERMAN JEFFREY S (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-02	Common Stock	M	20000	$41.57	Acquired	39763	Direct
2010-12-02	Common Stock	S	20000	$80.85	Disposed	19763	Direct
2010-12-03	Common Stock	M	5090	$41.57	Acquired	24853	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-02	Employee Stock Option (right to buy)	$41.57	M	20000	Disposed	2014-01-05	Common Stock (20000)	Direct
2010-12-03	Employee Stock Option (right to buy)	$41.57	M	5090	Disposed	2014-01-05	Common Stock (5090)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	337	Indirect

Footnotes

F1: The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $80.75 through $80.99. 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 October 31, 2010.

F3: The option became exercisable in four annual installments beginning January 5, 2005.