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BECTON DICKINSON & CO Director's Dealing 2010

Feb 19, 2010

30003_dirs_2010-02-19_c2a69e46-1dbe-4c3b-95e4-b6b5a3fd6293.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2009-12-17

Reporting Person: BECTON HENRY P JR (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-12-17 Common Stock G 12 Disposed 37176 Indirect
2010-02-19 Common Stock S 25000 $77.11 Disposed 222489 Indirect
2010-02-19 Common Stock S 22320 $77.11 Disposed 716065 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 192107 Indirect
Common Stock 108712 Indirect
Common Stock 16200 Indirect
Common Stock 196553 Indirect
Common Stock 14050 Indirect
Common Stock 17008 Direct

Footnotes

F1: Represents shares held in trust and directly by spouse.

F2: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan (the "Plan") adopted by the reporting person.

F3: The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $76.73 to $77.34. 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.

F4: Represents shares held in trust for parent of which reporting person is a co-trustee.

F5: 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.

F6: Held in trust and/or limited liability company for benefit of reporting person.

F7: By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.

F8: 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.

F9: Represents shares held in trust for sibling of which reporting person is a co-trustee.

F10: By trust for benefit of reporting person and his siblings, of which he is a co-trustee.