BECTON DICKINSON & CO — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2012-02-08

Reporting Person: BECTON HENRY P JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-08	Common Stock	M	5667	$74.72	Acquired	125357	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-08	Rights to Common Stock Under 1996 Directors Deferral Plan	$	M	5667	Disposed	2012-02-08	Common Stock (5667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	517780	Indirect
Common Stock	11400	Indirect
Common Stock	37166	Indirect
Common Stock	108712	Indirect
Common Stock	16200	Indirect
Common Stock	70000	Indirect
Common Stock	21440	Direct

Footnotes

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

F2: 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 in the LLC.

F3: By trust for benefit of reporting person and his siblings, of which he is a co-trustee.

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 securities convert to common stock on a one-for-one basis.