BECTON DICKINSON & CO — Director's Dealing 2010

Feb 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2010-01-29

Reporting Person: BECTON HENRY P JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-29	Common Stock	M	2934	$25.63	Acquired	17989	Direct
2010-01-29	Common Stock	S	2934	$76.51	Disposed	15055	Direct
2010-01-29	Common Stock	S	5000	$75.78	Disposed	200107	Indirect
2010-02-01	Common Stock	S	700	$75.93	Disposed	108712	Indirect
2010-02-01	Common Stock	S	10398	$75.36	Disposed	16200	Indirect
2010-02-02	Common Stock	A	1953	—	Acquired	17008	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-29	Stock Option (right to buy)	$25.63	M	2934	Disposed	2010-02-08	Common Stock (2934)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	196553	Indirect
Common Stock	36988	Indirect
Common Stock	14050	Indirect
Common Stock	278160	Indirect

Footnotes

F1: Held in trust and/or limited liability company for benefit of reporting person.

F2: By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.

F3: 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.

F4: Represents restricted stock units awarded under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.

F5: Represents shares held in trust for sibling of which reporting person is a co-trustee.

F6: Represents shares held in trust and directly by spouse.

F7: By trust for benefit of reporting person and his siblings, of which he is a co-trustee.

F8: Represents shares held in trust for parent of which reporting person is a co-trustee.

F9: The option became 50% exercisable on February 8, 2002 and fully exercisable on February 8, 2003.