Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a party other than the Registrant [   ]
Check the appropriate box:
[   ] Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[   ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Becton, Dickinson & Company

Payment of Filing Fee (Check the appropriate box):

Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
www.bd.com

December 20, 2004

Dear Fellow Shareholders:

      You are cordially invited to attend the 2005 Annual Meeting of Shareholders of Becton, Dickinson and Company to be held at 1:00 p.m. EST on Tuesday, February 1, 2005 at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey. You will find directions to the meeting on the back cover of the accompanying Proxy Statement.

      The Notice of Meeting and Proxy Statement describe the matters to be acted upon at the meeting. We will also report on matters of interest to BD shareholders.

      Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote so that your shares will be represented and voted at the meeting. You may vote by proxy on the internet or by telephone, or by completing and mailing the enclosed proxy card in the return envelope provided. If you do not vote by internet, telephone or mail, you still may attend the Annual Meeting and vote in person.

      Thank you for your continued support of BD.

		Sincerely,
		EDWARD J. LUDWIG Chairman, President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

December 20, 2004

      The 2005 Annual Meeting of Shareholders of Becton, Dickinson and Company will be held as follows:

      Shares represented by properly executed proxies that are hereby solicited by the Board of Directors of Becton, Dickinson and Company will be voted in accordance with instructions specified therein. Shares represented by proxies that are not limited to the contrary will be voted in favor of the election as directors of the persons nominated in the accompanying Proxy Statement, for proposals 2 and 3, and against proposal 4.

      Shareholders of record at the close of business on December 6, 2004 will be entitled to vote at the meeting.

		By order of the Board of Directors,
		DEAN J. PARANICAS Vice President, Corporate Secretary and Public Policy

Table of Contents

Proxy Solicitation

      These proxy materials are being mailed or otherwise sent to BD shareholders on or about December 20, 2004 in connection with the solicitation of proxies by the Board of Directors for BD's Annual Meeting of Shareholders to be held at 1:00 p.m. EST on Tuesday, February 1, 2005 at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey. Directors, officers and other BD employees also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. BD has retained MacKenzie Partners, Inc. to assist in soliciting proxies for a fee not to exceed $15,000 plus expenses. The cost of soliciting proxies will be borne by BD.

How to Vote

      Shareowners of record and participants in the BD plans described below may cast their votes by proxy by:

      The internet and telephone voting procedures are designed to authenticate votes cast by use of a personal identification number. The procedure allows shareowners to appoint a proxy and the various plan participants to provide voting instructions, and to confirm that their actions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy card.

Revocation of Proxies

      A proxy may be revoked at any time before it is voted by sending written notice of revocation to the Corporate Secretary of BD at the address set forth above, by delivering a duly executed proxy bearing a later date or by voting in person at the meeting.

Required Vote

      The holders of a majority of the shares entitled to vote at the meeting must be present in person or represented by proxy to constitute a quorum.

      Directors are elected by a plurality of the votes cast at the meeting. Abstentions with respect to one or more of the nominees will be treated as present at the meeting for purposes of determining a quorum, but will not be counted as votes cast and, accordingly, will have no effect on the outcome of the vote. Similarly, shares that brokers do not have the authority to vote in the absence of timely instructions from the beneficial owners (“broker non-votes”), if any, will not be counted and, accordingly, will not affect the outcome of the vote.

      Approval of Proposals 2, 3 and 4 requires the affirmative vote of a majority of the votes cast at the meeting. Under New Jersey law, in determining whether the proposal has received the requisite number of affirmative votes, abstentions and broker non-votes will not be counted as votes cast and, accordingly, will not affect the outcome of the vote.

Shareholders Entitled to Vote

      At the close of business on December 6, 2004, the record date fixed by the Board for determining the shareholders entitled to notice of and to vote at the meeting, there were 254,601,235 shares of BD common stock outstanding, each entitled to one vote.

Savings Incentive Plan (SIP)

      Participants in BD's Savings Incentive Plan (“SIP”) may instruct the Trustee how to vote all shares of common stock allocated to their SIP accounts, as well as the shares held in SIP which are not allocated to participants' accounts. The Trustee will vote SIP shares for which it has not received instructions in the same proportion as SIP shares for which it has received instructions.

Participants in Other Plans

      Participants in the Savings Incentive Plan of Med-Safe Systems, Inc., a wholly-owned subsidiary of BD (the “Med-Safe Plan”), may instruct the Med-Safe Plan's Trustee how to vote all shares of BD common stock allocated to their accounts, as well as a proportionate number of shares held in the Med-Safe Plan for which voting instructions are not received by the Med-Safe Plan's Trustee from other participants. The Med-Safe Plan's Trustee will vote shares for which it has not received instructions in the same proportion as those for which it has received instructions.

      The shares of BD common stock held by Wachovia Bank, N.A., as Trustee of both BD's Deferred Compensation Plan (“DCP”) and BD's 1996 Directors' Deferral Plan (“DDP”), and those held by Banque Internationale a Luxembourg (“BIL”) for BD's Global Share Investment Program (“GSIP”), may also be voted on all matters submitted to BD shareholders and carry one vote per share. Each director participating in DDP and each employee participating in DCP and, if so provided under the terms of the local country GSIP plan, in GSIP, may provide voting instructions for all shares of common stock allocated to that person's account, as well as a proportionate number of shares held in the relevant plan for which instructions are not received.

      Proxies representing shares of common stock held of record also will serve as proxies for shares held under the Direct Stock Purchase Plan sponsored and administered by EquiServe Trust Company, N.A. and any shares of common and preferred stock allocated to participants' accounts under the DDP, SIP, DCP, the Med-Safe Plan and GSIP, if the registrations are the same. Separate mailings will be made for shares not held under the same registrations.

Other Matters

      The Board of Directors is not aware of any matters to be presented at the meeting other than those set forth in the accompanying notice. If any other matters properly come before the meeting, the persons named in the proxy will vote on such matters in accordance with their best judgment.

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OWNERSHIP OF BD STOCK

Securities Owned by Certain Beneficial Owners

      The following table sets forth as of September 30, 2004, information concerning those persons known to BD to be the beneficial owner of more than 5% of BD's outstanding common stock. This information is as reported by such persons in their filings with the Securities and Exchange Commission (“SEC”). No changes in these holdings have come to BD's attention since September 30, 2004. BD is not aware of any other beneficial owner of more than 5% of its common stock.

Securities Owned by Directors and Management

      The table on the following page sets forth as of December 6, 2004, information concerning the beneficial ownership of BD common stock by each director continuing to serve following the Annual Meeting, each nominee for director, the persons named in the Summary Compensation Table on page 24, and by all directors and executive officers as a group. In general, “beneficial ownership” includes those shares a director or executive officer has the power to vote or transfer, including shares which may be acquired under stock options that are currently exercisable or become exercisable within 60 days. The following table includes share units previously granted but undistributed under BD's Stock Award Plan and 2004 Employee and Director Equity-Based Compensation Plan (the “2004 Plan”) to executive officers and directors. While these units may not be voted or transferred, they have been included in the table below as they represent an economic interest in BD common stock.

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COMMON STOCK

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Equity Compensation Plan Information

      The following table provides certain information as of September 30, 2004 regarding BD's equity compensation plans.

      The following sets forth information regarding the BD equity compensation plans that have not been approved by BD's shareholders.

      Non-Employee Directors 2000 Stock Option Plan. The Non-Employee Directors 2000 Stock Option Plan provided for the granting of non-qualified stock options at each annual meeting of BD shareholders to each non-employee director elected at or continuing to serve after such meeting. This plan was terminated with respect to future grants upon the approval of the 2004 Employee and Director Equity-Based Compensation Plan by BD's shareholders at the 2004 Annual Meeting.

      The options issued under this plan had a monetary value at the time of grant of $35,000 using a Black-Scholes ratio to calculate the value of the then most recent annual stock option grants to executive officers of BD. The exercise price of stock options granted under the plan was the fair market value of the BD common stock on the date of grant. Each option granted under the plan had a term of 10 years from its date of grant. The options vest over the same period as was provided for with respect to the then most recent annual stock option grants to BD's executive officers. In the event of a tender offer for more than 25% of the outstanding common stock, or a “change in control” of BD (as defined in the plan), all outstanding options under the plan become immediately vested and exercisable.

      1996 Directors' Deferral Plan. The 1996 Directors' Deferral Plan allows non-management directors to defer receipt of, in an unfunded cash account or an unfunded BD common stock account, all or part of their annual retainer and other fees. In the event a director elects to have fees deferred in a BD common stock account, the director's account is credited with a number of shares based on the prevailing market price of the BD common stock. The number of shares credited to the BD common stock accounts of participants is adjusted periodically to reflect the payment and reinvestment of dividends on the common stock. Participants may elect to have amounts held in a cash account converted into a BD common stock account, or convert amounts in a BD common stock account into a cash account, subject to certain restrictions.

      The plan is not funded, and participants have an unsecured contractual commitment of BD to pay the amounts due under the plan. When such payments are due, the cash and/or common stock will be distributed from BD's general assets.

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      Deferred Compensation Plan. The Deferred Compensation Plan allows employees, including executive officers, with a base salary of $100,000 or more, to defer receipt of salary and annual incentive awards, and shares issuable pursuant to stock unit awards, either in a BD common stock account or in cash accounts that mirror the gains and/or losses of a number of different investment funds. Under the plan, a participant may defer up to 75% of the participant's base salary and up to 100% of the participant's annual incentive award, until the date or dates specified by the participant. A participant may also defer receipt of up to 100% of the shares issuable under any stock units granted to the participant. A participant's BD common stock account is credited with shares based on the prevailing market price of the BD common stock. The number of shares credited to the BD common stock accounts of participants is adjusted periodically to reflect the payment and reinvestment of dividends on the common stock. The plan is not funded, and participants have an unsecured contractual commitment of BD to pay the amounts due under the plan. When such payments are due, the cash and/or BD common stock will be distributed from BD's general assets.

      GSIP. BD maintains the GSIP for its non-U.S. employees in certain jurisdictions outside of the United States. The purpose of the GSIP is to provide non-U.S. employees with a means of saving on a regular and long-term basis and acquiring a beneficial interest in BD. Participants may contribute a portion of their base pay, through payroll deductions, to the GSIP for their account. BD provides matching funds of up to 3% of the participant's base pay through contributions to the participant's GSIP account, which contributions are immediately vested. Contributions to the GSIP are invested in shares of common stock. A participant may withdraw the vested portion of the participant's account, although such withdrawals must be in the form of a cash payment if the participant is employed by BD at the time of withdrawal. Following termination of service, withdrawals will be paid in either cash or shares, at the election of the participant.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires BD's executive officers and directors to file initial reports of their ownership of BD's equity securities and reports of changes in such ownership with the SEC and the New York Stock Exchange (“NYSE”). Executive officers and directors are required by SEC regulations to furnish BD with copies of all Section 16(a) forms they file. Based solely on a review of copies of such forms and written representations from BD's executive officers and directors, BD believes that for the period from October 1, 2003 through September 30, 2004, all of its executive officers and directors were in compliance with the disclosure requirements of Section 16(a).

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Proposal 1.

ELECTION OF DIRECTORS

      The Board of Directors is divided into three classes, the terms of which expire alternately over a three-year period. The Board proposes the election of Basil L. Anderson, Gary A. Mecklenburg, James E. Perrella and Alfred Sommer to serve for a term of three years until the 2008 Annual Meeting and until their successors have been duly elected and qualified. Mr. Anderson and Mr. Mecklenburg were recommended to the Board by executive search firms retained by the Corporate Governance and Nominating Committee. Dr. Harry N. Beaty and Frank A. Olson, each of whom has reached the mandatory retirement age under BD's Corporate Governance Principles, will retire as members of the Board effective at the Annual Meeting.

      All of the nominees for election have consented to being named in this proxy statement and to serve if elected. Presented below is biographical information for each of the nominees and directors continuing in office following the 2005 Annual Meeting.

NOMINEES FOR DIRECTOR

Term to Expire 2008

		Basil L. Anderson, 59, was elected a director by the Board effective March 23, 2004. He has served as Vice Chairman of Staples, Inc., a supplier of office products, since 2001. Prior thereto, he was Executive Vice President—Finance and Chief Financial Officer of Campbell Soup Company. Mr. Anderson also is a director of Hasbro, Inc., Charles River Associates, Inc., Moody's Corporation and Staples, Inc.
		Gary A. Mecklenburg, 58, was elected a director by the Board effective November 23, 2004. He has served as President and Chief Executive Officer of Northwestern Memorial HealthCare, the parent corporation of Northwestern Memorial Hospital, since 1986. Mr. Mecklenburg also served as President and Chief Executive Officer of Northwestern Memorial Hospital from 1985 to 2002. Mr. Mecklenburg also is a director of Northwestern Memorial HealthCare.
		James E. Perrella, 69, has been a director since 1995. In 2000, he retired as Chairman of the Board of Ingersoll-Rand Company, a manufacturer of industrial machinery and related products. Mr. Perrella also served as President and Chief Executive Officer of Ingersoll-Rand. He also is a director of Bombardier Inc. and Arvin Meritor, Inc.

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Alfred Sommer, M.D., M.H.S., 62, has been a director since 1998. He is Dean of The Johns Hopkins University Bloomberg School of Public Health, and Professor of Ophthalmology, Epidemiology and International Health. Dr. Sommer was founding Director of the Dana Center for Preventive Ophthalmology at Johns Hopkins, which focuses on clinical epidemiology and public health aspects of blindness prevention and child health. Dr. Sommer is also a director of T. Rowe Price Group, Inc.

CONTINUING DIRECTORS

Term to Expire 2007

		Henry P. Becton, Jr., 61, has been a director since 1987. He is President of WGBH Educational Foundation, a producer and broadcaster of public television and radio programs and books and other educational materials. Prior thereto, he was President and General Manager of WGBH Educational Foundation. Mr. Becton is a director of Belo Corporation, various Scudder mutual funds and Public Radio International.
		Edward F. DeGraan, 61, has been a director since 2003. He is Vice Chairman of The Gillette Company, a manufacturer of a wide variety of consumer products. Prior thereto, he served in various capacities as Executive Vice President with Gillette, and served as President and Chief Operating Officer from July 2000 until November 2003. Mr. DeGraan served as Acting Chief Executive Officer of Gillette from October 2000 to February 2001.
		James F. Orr, 59, has been a director since 2000. Mr. Orr is the Chairman, President and Chief Executive Officer of Convergys Corporation, a provider of outsourced billing, employee care and customer management services. Mr. Orr also is a director of Ohio National Financial Services, Inc.
		Margaretha af Ugglas, 65, has been a director since 1997. She is the former Minister of Foreign Affairs of Sweden. Ms. af Ugglas is a director of the Karolinska Institute, a leading Swedish medical research university, and of the Jarl Hjalmarson Foundation, an organization that focuses on European integration and cooperation.

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Term to Expire 2006

		Edward J. Ludwig, 53, has been a director since 1999. He was elected President of BD in May 1999 and became President and Chief Executive Officer in January 2000. Mr. Ludwig was elected to the additional role of Chairman effective February 2002. He is a director of Aetna Inc., the U.S. Fund for UNICEF, and a member of the Board of Trustees of The Johns Hopkins University.
		Willard J. Overlock, Jr., 58, has been a director since 1999. He retired in 1996 as a partner in Goldman, Sachs & Co., where he served as a member of its management committee, and currently serves as a Senior Advisor to The Goldman Sachs Group, Inc. Mr. Overlock also is an advisor to the Parthenon Group and a trustee of Rockefeller University.
		Bertram L. Scott, 53, has been a director since 2002. He is the President and Chief Executive Officer of TIAA-CREF Life Insurance Company and Executive Vice President of TIAA-CREF. Prior to joining TIAA-CREF in November 2000, Mr. Scott served as President and Chief Executive Officer of Horizon/Mercy, a joint Medicaid managed care program between Mercy Health Plan of Pennsylvania and Blue Cross/Blue Shield of New Jersey.

The Board of Directors recommends a vote FOR Proposal 1.

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BOARD OF DIRECTORS

The Board and Committees of the Board

      BD is governed by a Board of Directors. The Board has established seven Committees consisting of the Executive Committee, the Audit Committee, the Compensation and Benefits Committee, the Corporate Affairs Committee, the Corporate Governance and Nominating Committee, the Finance and Investment Committee and the Qualified Legal Compliance Committee. The Executive Committee and Qualified Legal Compliance Committee meet only as necessary. The Board has adopted a written charter for each of the Committees (other than the Executive Committee), copies of which are posted on BD's website at www.bd.com/investors/corporate_governance. Printed copies of these charters may be obtained, without charge, by contacting the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, telephone 201-847-6800. A copy of the Audit Committee charter is attached as Appendix A to this proxy statement.

Committee Membership and Function

      Set forth below is the membership and a summary of the function of each of BD's key standing Committees.

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Board, Committee and Annual Meeting Attendance

      The Board and its Committees held the following number of meetings during the fiscal year ended September 30, 2004:

      Each director attended at least 84% of the total number of the meetings of the Board and of the Committees on which he or she served during the year.

      Three of the eleven directors then in office, including the Lead Director, attended BD's 2004 Annual Meeting of Shareholders held on February 11, 2004. Since that time, the Board has adopted a new policy pursuant to which directors are expected to attend the Annual Meeting in the absence of a scheduling conflict or other valid reason.

Directors' Compensation

      Each non-management director receives an annual retainer of $55,500 for services as a director. An annual fee of $5,500 also is paid to each Committee chair.

      Additional directors' fees of $1,500 are paid to non-management directors for each half-day spent on Board-related activities outside of regularly scheduled Board meetings, in meetings of each Board committee in excess of an aggregate of five hours per year, or for time spent by a non-management director becoming familiar with BD's businesses or meeting with representatives or officers of BD.

      Directors may defer receipt of, in an unfunded cash account or an unfunded BD common stock account, all or part of their annual retainer and other fees pursuant to the provisions of the 1996 Directors' Deferral Plan. The number of shares credited to the accounts of directors is adjusted periodically to reflect deemed payment and reinvestment of dividends on the common stock.

      BD reimburses all directors for travel and other necessary business expenses incurred in the performance of their services for BD.

      Each non-management director elected at, or continuing as a director after, each annual meeting of shareholders is granted (a) stock options to purchase shares of common stock at the fair market value of the common stock on the date of grant and (b) 1,200 restricted stock units in tandem with dividend equivalent rights. The options granted have a monetary value of $35,000 on the date of grant (based on the Black-Scholes option pricing model). The distribution of the shares of BD common stock issuable pursuant to restricted stock units will be deferred until a director's separation from the Board.

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      Directors are eligible, on the same basis as employees, to participate in BD's Matching Gift Program, pursuant to which BD matches contributions up to an aggregate of $10,000 annually that are made by a director to qualifying nonprofit organizations.

      To the extent any director who is not a resident of the United States is subject to any U.S. or state tax as a result of compensation received for service as a director, BD will pay up to $5,000 towards the director's tax return preparation costs. BD also reimburses the director for any tax liability resulting from the payment of such costs. In fiscal 2004, BD paid $1,475 of tax preparation cost with respect to Margaretha af Ugglas.

Certain Relationships and Related Transactions

      Gary A. Mecklenburg, a member of the Board, is the President and Chief Executive Officer, and a member of the Board of Directors, of Northwestern Memorial HealthCare, the parent corporation of Northwestern Memorial Hospital. During BD's fiscal year 2004, BD's sales to Northwestern Memorial Hospital (both direct and through a distributor) were approximately $2.2 million, which represented less than ¹⁄4% of Northwestern Memorial HealthCare's consolidated operating revenues.

      In addition to the foregoing disclosure that is required under SEC rules, BD has been a party to the following transactions with entities of which a member of the Board serves in an executive capacity.

      Basil L. Anderson, a member of the Board, is the Vice Chairman and a member of the Board of Directors of Staples, Inc. (“Staples”). In fiscal year 2004, BD purchased $1.7 million of office products from Staples pursuant to a contract that was competitively bid.

      Alfred Sommer, M.D., M.H.S., a member of the Board, is Dean of the Bloomberg School of Public Health (the “Bloomberg School”) at The Johns Hopkins University (“JHU”). In fiscal year 2004, BD sponsored several research arrangements with the Bloomberg School involving an aggregate of approximately $230,000. BD also has established a research collaboration with the Bloomberg School pursuant to which BD has agreed to provide up to $600,000 in funding over the next three fiscal years.

Directors' Share Ownership Guidelines

      Under the Board's formal share ownership guidelines, each non-management director is required to own shares of common stock valued at 50% of the amount obtained by multiplying the annual retainer fee by the number of years the director has served. Each non-management director currently owns shares in an amount sufficient to comply with these guidelines.

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CORPORATE GOVERNANCE

Corporate Governance Principles

      BD first adopted its Corporate Governance Principles in November 2001. The Principles are reviewed by the Corporate Governance and Nominating Committee at least annually and any proposed additions or amendments are reviewed and submitted to the Board for its consideration. BD's Corporate Governance Principles are attached as Appendix B to this proxy statement and are posted on BD's website at www.bd.com/investors/corporate_governance. Printed copies of BD's Corporate Governance Principles may be obtained, without charge, by contacting the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone 1-201-847-6800.

Director Independence

      Under the NYSE rules and BD's Corporate Governance Principles, a director is not independent if the director has a direct or indirect material relationship with BD. The Corporate Governance and Nominating Committee annually reviews the independence of all directors and reports its findings to the full Board. To assist in this review, the Board has adopted director independence guidelines (“Independence Guidelines”) that are contained in Corporate Governance Principle No. 7. The Independence Guidelines set forth certain relationships that the Board, in its judgment, has deemed to be material or immaterial for purposes of assessing a director's independence. In the event a director has any relationship with BD that is not addressed in the Independence Guidelines, the independent members of the Board determine whether such relationship is material.

      The Board has determined that the following directors are independent under the Independence Guidelines: Basil L. Anderson, Henry P. Becton, Jr., Edward F. DeGraan, Gary A. Mecklenburg, James F. Orr, Willard J. Overlock, Jr., James E. Perrella, Bertram L. Scott and Margaretha af Ugglas. The Board also determined that each of Edward J. Ludwig and Alfred Sommer has a material relationship with BD, because, in the case of Mr. Ludwig, he is BD's President and Chief Executive Officer, and, in the case of Dr. Sommer, he is Dean of the Bloomberg School of Public Health at The John Hopkins University (“JHU”) and Mr. Ludwig currently serves as a member of the JHU Board of Trustees. Consequently, Messrs. Ludwig and Sommer are deemed by the Board not to be independent under the NYSE rules and BD's Corporate Governance Principles.

Executive Sessions

      During 2004, each of the following Committees met in executive session without members of management present, as follows: Audit (six times); Compensation and Benefits (six times); and Corporate Governance and Nominating (three times). Additionally, as required by BD's Corporate Governance Principles, BD's non-management directors met in executive session three times during fiscal 2004.

Lead Director

      BD's Corporate Governance Principles provide for the designation of an independent director to serve as Lead Director when the Chairman is not an independent director. The Lead Director presides over any executive session of the non-management directors and serves as a liaison between the non-management directors and the Chairman. The Lead Director also serves as a contact person to facilitate communications by BD's employees, shareholders and other constituents with the non-management directors. The Corporate Governance and Nominating Committee recommends the nominee for Lead Director to the full Board for approval. BD's Lead Director currently is Frank A. Olson, who is retiring from the Board effective at the Annual Meeting of Shareholders on February 1, 2005 in accordance with the Board's director retirement policy. The independent directors have designated Henry P. Becton, Jr. to succeed Mr. Olson as Lead Director effective at the Annual Meeting.

Communication with Directors

      Shareholders or other interested parties wishing to communicate with the Board, the non-management directors or any individual director may contact the Lead Director either by mail, addressed to BD Lead Director, c/o Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, or by calling the BD Ethics Help Line, an independent toll-free service, at 1-800-821-5452

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(available seven days a week, 24 hours a day). Callers from outside the U.S., Canada and Mexico should use “AT&T Direct” to reach AT&T in the U.S. and then dial the above toll-free number. The communications will be kept confidential and forwarded to the Lead Director. Communications received by the Lead Director are forwarded to the appropriate director(s) or to an individual non-management director. Such items as are unrelated to a director's duties and responsibilities as a Board member may be excluded by the Director of Corporate Security, including, without limitation, solicitations and advertisements; junk mail; product-related communications; job referral materials such as resumes; surveys; and material that is determined to be illegal or otherwise inappropriate. The director(s) to whom such information is addressed is informed that the information has been removed, and that it will be made available to such director(s) upon request.

Board Evaluation

      Each year the Board evaluates its performance and effectiveness. Each director completes a Board Evaluation Form developed by the Corporate Governance and Nominating Committee to solicit feedback on specific aspects of the Board's role, organization and meetings. The collective ratings and comments are then compiled by the Corporate Secretary and presented by the Chair of the Corporate Governance and Nominating Committee to the full Board. As part of the evaluation, the Board assesses the progress in the areas targeted for improvement a year earlier, and develops recommendations to enhance the Board's effectiveness over the next year. Additionally, each Board Committee conducts an annual self-evaluation of its performance through a Committee Evaluation Form based on its charter.

      The areas evaluated by the Board in the course of its evaluation are as follows:

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	16.		The stock ownership guidelines for directors and senior management are appropriate to align their interests with those of shareholders.
	In some instances, the above functions are largely performed by a Committee of the Board.
	B.		ORGANIZATION OF THE BOARD:
	17.		The process for selecting directors is appropriate and effective.
	18.		The process for selecting the Lead Director is appropriate.
	19.		The diversity (age, gender, background) of the Board is appropriate.
	20.		The Board has the appropriate mix of members, skills, experience and other characteristics to be effective.
	21.		The Company's independent directors are independent-minded in dealing with BD issues.
	22.		The existing frequency of rotation of committee memberships and chairs is appropriate.
	23.		The Board seeks to optimally and appropriately utilize each Board member's experiences in terms of Committee appointments.
	C.		MEETINGS OF THE BOARD:
	24.		There are an adequate number of regularly scheduled Board meetings held during a year.
	25.		There are an adequate number of non-management director meetings held during a year.
	26.		Information is provided in a timely manner to Board members prior to Board meetings, and is sufficiently complete and clear to allow for adequate preparation and informed decision-making for the meetings.
	27.		The time at Board meetings is utilized effectively, including sufficient time to consider Board agenda items.
	28.		The reports and presentations to the Board are of high quality and are sufficient for effective evaluation of the performance of BD and its management.

Director Nomination Process

      The Corporate Governance and Nominating Committee reviews the skills, characteristics and experience of potential candidates for election to the Board and recommends nominees for director to the full Board for approval. It is the Committee's policy to utilize a variety of means to identify prospective nominees for the Board, and it considers referrals from other Board members, management, shareholders and other external sources such as retained executive search firms. The Committee utilizes the same criteria for evaluating candidates irrespective of their source.

      The Committee believes that any nominee must meet the following minimum qualifications:

      When considering director candidates, the Committee will seek individuals with backgrounds and qualities that, when combined with those of BD's other directors, provide a blend of skills and experience that will further enhance the Board's effectiveness. The Committee has retained an executive search firm to assist it in its efforts to identify and evaluate potential director candidates.

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      The Committee assesses the characteristics and performance of incumbent director nominees against the above criteria, and to the extent applicable, considers the impact of any change in the principal occupations of such directors during the last year. Upon completion of the individual director evaluation process, the Committee reports its conclusions and recommendations for nominations to the Board.

      To recommend a candidate for consideration, a shareholder should submit a written statement of the qualifications of the proposed nominee, including full name and address, to the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880.

Business Conduct and Compliance Guide

      BD's ethics policies can be found in its Business Conduct and Compliance Guide (the “Guide”), which was first adopted by the Board in 1995. The Guide is a code of conduct and ethics applicable to all directors, officers and employees of BD, including its Chief Executive Officer and its Chief Financial Officer, Controller and other senior financial officers. The Guide sets forth BD policies and expectations on a number of topics, including without limitation, conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of Company assets, and business ethics. The Guide also sets forth procedures for communicating and handling any potential conflict of interest (or the appearance of any conflict of interest) involving directors or executive officers, and for the confidential communication and handling of issues regarding accounting, internal controls and auditing matters.

      In 1995, BD instituted an Ethics Help Line number for BD associates as a means of raising concerns or seeking advice. The Help Line is serviced by an independent contractor and is available to all associates worldwide, 7 days a week, 24 hours a day. Translation services are also available to associates. Associates using the Help Line may choose to remain anonymous and all inquiries are kept confidential. All Help Line inquiries are forwarded to BD's Ethics Director for investigation. Any matters reported to the Ethics Director, through the Ethics Helpline or otherwise, involving accounting, internal control or audit matters, or any fraud involving management or persons who have a significant role in BD's internal controls, are reported to the Audit Committee.

      The Ethics Director leads the BD Ethics Office, a unit within BD that administers BD's ethics program. In addition to the Help Line, the ethics program provides for broad communication of BD's Core Values, associate education regarding the Guide and its requirements, and ethics training sessions.

      BD regularly reviews the Guide and proposed additions or amendments to the Guide are submitted to the Board for its consideration. The Guide is posted on BD's website at www.bd.com/investors/corporate_governance. Printed copies of the Guide may be obtained, without charge, by contacting the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone 1-201-847-6800. Any waivers from any provisions of the Guide for executive officers and directors will be promptly disclosed to shareholders. In addition, any amendments to the Guide, as well as any waivers from certain provisions of the Guide relating to BD's Chief Executive Officer, Chief Financial Officer or Controller, will be posted at the above website address.

Annual Report of Charitable Contributions

      Pursuant to BD's Corporate Governance Principles, any charitable contributions, or pledges of charitable contributions, by BD in any given fiscal year in an aggregate amount of $50,000 or more to an entity for which a BD director or a member of his or her immediate family serves as a director, officer or employee, or as a member of such entity's fund-raising organization or committee, is subject to the prior consideration and approval of the Corporate Governance and Nominating Committee.

      The Corporate Governance and Nominating Committee of the Board is provided annually with a report by management of charitable contributions or pledges made by BD during the fiscal year in an amount of $10,000 or more, to any entity for which a BD director or executive officer, or a member of his or her immediate family, serves as a director, officer or employee, or as a member of such entity's fund-raising organization or committee. The report for fiscal 2004 is attached as Appendix C to this proxy statement.

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REPORT OF THE AUDIT COMMITTEE

November 22, 2004

      The Audit Committee reviews BD's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Committee monitors these processes.

      In this context, the Committee met and held discussions with management and the independent auditors. Management represented to the Committee that the Company's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Committee reviewed and discussed the consolidated financial statements with management and the independent auditors. The Committee also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU 380), as amended.

      In addition, the Committee discussed with the independent auditors the auditors' independence from the Company and its management, and the independent auditors provided to the Committee the written disclosures and letter required by the Independence Standards Board Standard No. 1 (Independence Discussions With Audit Committees).

      The Committee discussed with the Company's internal and independent auditors the overall scope and plans for their respective audits. The Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of BD's internal controls, and the overall quality of BD's financial reporting.

      Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2004, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE

James F. Orr, Chair
Basil L. Anderson
Harry N. Beaty
Willard J. Overlock, Jr.
Bertram L. Scott

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REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE
ON EXECUTIVE COMPENSATION

      The Compensation and Benefits Committee (the “Committee”) is composed exclusively of non-employee, independent directors. The Committee reviews the compensation program for the Chief Executive Officer and other members of senior management, including the executive officers listed on the Summary Compensation Table appearing on page 24 (the “named executives”), and determines and administers their compensation. In the case of the Chief Executive Officer, the compensation determination made by the Committee is also subject to approval by the entire Board. The Committee also oversees the administration of employee benefits and benefit plans for BD and its subsidiaries. The Committee has retained an independent consultant to assist the Committee in fulfilling its responsibilities.

Overview

      The Committee's philosophy is to provide a compensation package that attracts and retains executive talent and delivers higher rewards for superior performance and consequences for underperformance. It is also the Committee's practice to provide a balanced mix of cash and equity-based compensation that the Committee believes appropriate to align the short- and long-term interests of BD's executives with that of its shareholders and to encourage executives to act as equity owners of BD. Equity ownership is further emphasized through share retention and ownership guidelines established by the Committee, which are discussed later in this report.

      The Committee seeks to attract executive talent by offering competitive base salaries, annual performance incentive opportunities, and the potential for long-term rewards under BD's long-term incentive program. It is the Committee's practice to provide incentives that promote both the short- and long-term financial objectives of BD. Achievement of short-term objectives is rewarded through base salary and annual performance incentives, while long-term equity-based incentive grants encourage executives to focus on BD's long-term goals as well. These incentives are based on financial objectives of importance to BD, including revenue and earnings growth, return on invested capital, and creation of shareholder value. BD's compensation program also accounts for individual performance, which enables the Committee to differentiate among executives and emphasize the link between personal performance and compensation. BD's compensation practices reflect the Committee's pay-for-performance philosophy, whereby a significant portion of executive compensation is at risk and tied to both individual and company performance.

      Prior to 2004, the long-term incentive component of BD's compensation program consisted solely of stock options. During fiscal 2004, the long-term incentive component was re-designed to include grants of performance-based stock awards and time-vested restricted stock units, along with stock options or stock appreciation rights. These changes reflect the Committee's philosophy that long-term incentive compensation serves three purposes: to align the interests of executives with those of BD's shareholders (through stock options or stock appreciation rights), promote BD's long-term performance goals (through performance-based awards), and further executive retention (through time-vested restricted stock units).

      The Committee compares BD's senior management compensation levels with those of a group of fourteen companies (the “Compensation Comparison Group”). The Compensation Comparison Group is comprised of eight companies that are included in the “Performance Peer Group” used for the Performance Graph on page 30 (compensation information regarding the remaining companies, Bausch & Lomb Inc. and Stryker Corporation, is not publicly available), as well as the following additional companies with which BD competes for talent: Alcon Inc; Allergan, Inc.; Apogent Technologies Inc.; C.R. Bard Inc.; PerkinElmer Inc; and Roche Diagnostics.

      The Committee periodically reviews the effectiveness and competitiveness of BD's executive compensation structure with the assistance of its independent consultant. This consultant is engaged by, and reports directly to, the Committee.

      The key elements of executive compensation are base salary, annual performance incentive awards, and long-term equity-based incentive grants. It is the Committee's practice to target each of these elements to deliver compensation to each executive and all executives as a group at approximately the 50th percentile of the Compensation Comparison Group companies. In so doing, the Committee considers compensation data ranging between the 50th and 75th percentiles for that group. The Committee also considers the total value of the annual compensation for each executive and all executives as a group. A table showing the value of total annual compensation provided to the named executive officers is set forth below under “Value of Total Compensation.”

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Elements of Executive Compensation

Base Salary

      The Committee annually reviews and determines the base salaries of the Chief Executive Officer and other members of senior management, with its determination with respect to the Chief Executive Officer being subject to approval by the entire Board. In each case, the Committee takes into account the results achieved by the executive, his or her future potential, scope of responsibilities and experience, and competitive salary practices.

Performance-Based Annual Incentive Awards

      Annual performance incentives are tied to BD's overall performance, as well as the performance of each executive and of his or her area of responsibility or business unit. For fiscal 2004, the Committee set an earnings per share target. In addition, management sets certain financial and operational objectives for each business unit, region/country and function that are designed to promote key company initiatives.

      Incentive award payments are made from a pool that is funded based on BD's performance levels, ranging from 80% (threshold) to 110% (maximum) of the performance target(s) pre-established by the Committee, as follows.

      The Committee relies heavily, but not exclusively, on the criteria mentioned. The Committee does not use any fixed formula in determining incentive awards. Instead it exercises discretion in light of these measures and in view of its compensation objectives to determine overall funding and individual incentive award amounts.

      For fiscal 2004, BD achieved 102.1% of its annual incentive target, which generated a funding level of 111%.

Long-Term Incentive Awards

      Long term-term incentive awards for each member of senior management consist of a grant comprised of three components: stock options, performance-based stock units and time-vested restricted stock units (the latter being referred to as “career shares”). In consultation with the independent consultants, the Committee first determines the value of the award to be granted to each recipient. Then, using valuation methodologies determined by the Committee in consultation with its independent consultant, the award is allocated among its components, with stock options and performance units generally targeted to deliver approximately 40% each of the total long-term incentive value, and career shares generally targeted to deliver the remaining 20%.

20

      The performance units and career shares in fiscal 2004 were granted under the BD Stock Award Plan, and in fiscal 2005, under the BD 2004 Employee and Director Equity-Based Compensation Plan (the “2004 Plan”), which was approved by shareholders in February 2004. See “Long-Term Incentive Plan—Performance Unit Awards in Fiscal 2004” and “Long-Term Incentive Plan—Performance Unit Awards in Fiscal 2005.” With the approval of the 2004 Plan, the Committee also broadened the scope of BD's long-term incentive program to include similar equity grants to a larger group of BD associates.

Deferred Compensation Plan

      BD maintains a Deferred Compensation Plan (“DCP”) that allows certain associates, including the named executive officers, to defer receipt of their salary and/or annual incentive payments into BD common stock or in cash accounts that mirror the gains and/or losses of several different investment funds selected by BD. Participants may defer up to 75% of salary and 100% of annual incentive awards until the date(s) they have specified. In 2004, the DCP was amended to allow associates to defer receipt of up to 100% of the shares issuable under any stock unit awards granted under the long-term incentive program.

      BD is not required to make any contributions to the DCP, other than to the extent a participant in both the DCP and BD's 401(k) Savings Incentive Plan (“SIP”) would receive a lower matching contribution from BD under the SIP as a result of salary deferral under the DCP.

      The DCP is not funded by BD, and participants have an unsecured contractual commitment by BD to pay the amounts due under the DCP. When such payments are due, the cash and/or stock will be distributed from BD's general assets.

Compensation of the Chief Executive Officer

      The non-employee directors meet each year in executive session to evaluate the performance of the Chief Executive Officer, the results of which are used to determine his compensation.

      In November 2004, the Committee approved a 4.8% salary increase for Mr. Ludwig from $945,000 to $990,000, effective January 1, 2005.

      The Committee also awarded Mr. Ludwig a $1,200,000 annual incentive payment for fiscal 2004, or 116.8% of the target award. The Committee's decision on Mr. Ludwig's annual incentive payment was based on BD's overall financial performance, as well as Mr. Ludwig's leadership in advancing BD's three strategies of increasing profitable revenue growth through innovation, improving operating effectiveness and strengthening BD's organizational capabilities. In particular, the Committee focused on BD's reported 11% revenue growth and 18% pro forma earnings per share growth for the year, as well as the status of BD's future growth initiatives, BD's cash flows and overall balance sheet strength, improvements in BD's gross profit margin over the prior year, appointments made for key positions at BD and the further development of BD's internal leadership development programs.

      During fiscal 2004, the Committee also approved a long-term incentive award to Mr. Ludwig consisting of an option grant for 98,961 shares, and an award under BD's Stock Award Plan consisting of 13,835 career shares and performance units having a target payout of 41,504 shares. The Committee determined the amount of this award after reviewing competitive market data and Mr. Ludwig's individual performance.

      The Committee also reviewed perquisites and other compensation paid to Mr. Ludwig for fiscal 2004, and found these amounts to be reasonable.

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Value of Total Compensation

      Set forth below is a summary of the dollar values of the total annual compensation provided to each of the named executive officers:

      The above table does not reflect any increase in pension benefits that may accrue to the named executive officers as a result of these compensation actions, or any compensation income resulting from the exercise or changes in valuation of previous stock option grants or other equity-based compensation. In addition, the actual value ultimately realized by the named executives under the equity-based compensation awards set forth above will vary based on, among other things, BD's operating performance and fluctuations in the BD stock price.

Internal Revenue Code Section 162(m)

      Section 162(m) of the Internal Revenue Code (the “Code”) precludes a public corporation from taking a deduction for compensation in excess of $1 million for its chief executive officer or any of its four other highest paid executive officers, unless certain specific and detailed criteria are satisfied.

      The Committee considers the anticipated tax treatment to BD and the executive officers in its review and establishment of compensation programs and payments. The deductibility of some types of compensation payments can depend upon the timing of an executive's vesting or exercise of previously granted rights. Interpretations of and changes in applicable tax laws and regulations as well as other factors beyond the Committee's control also can affect deductibility of compensation. For these and other reasons, the Committee has determined that it will not necessarily seek to limit executive compensation to that deductible under Section 162(m) of the Code.

      In order to allow annual incentive payments to be fully deductible under Section 162(m) of the Code, BD is seeking shareholder approval of the BD Performance Incentive Plan at the Annual Meeting. The Committee will continue to monitor developments and assess alternatives for preserving the deductibility of compensation payments and benefits to the extent reasonably practicable, consistent with its compensation policies and as determined to be in the best interests of BD and its shareholders.

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Executive Share Retention Guidelines

      The Committee believes that senior management should have a significant equity interest in BD. In order to promote equity ownership and further align the interests of management with BD's shareholders, the Committee has adopted share retention and ownership guidelines for senior management. Under these guidelines, certain executives are expected to retain 75% of the net after-tax gain or the net after-tax shares realized under equity-based compensation awards granted after the adoption of the guidelines, until they achieve and continue to maintain a significant ownership position, expressed as a multiple of salary as follows:

      The Committee periodically reviews share ownership levels of those persons subject to these guidelines. Stock options, including vested options, as well as unvested performance units, are not included in determining whether an executive has achieved the ownership levels set forth above. Each of the named executive officers has achieved shareholdings in excess of the applicable multiple set forth above.

COMPENSATION AND BENEFITS COMMITTEE

Frank A. Olson, Chair
Henry P. Becton, Jr.
Edward F. DeGraan
Willard J. Overlock, Jr.
James E. Perrella

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COMPENSATION OF NAMED EXECUTIVES

      The following tables set forth information regarding the compensation of BD's Chief Executive Officer and the four most highly compensated officers other than the Chief Executive Officer (collectively, the “named executives”).

General

      The following table shows, for the fiscal years ended September 30, 2004, 2003 and 2002, respectively, compensation provided by BD to each of the named executives in all capacities in which they served.

SUMMARY COMPENSATION TABLE

24

	Name		Number of Undistributed Shares				Market Value of Undistributed Shares Held
	Edward J. Ludwig			65,179			$	3,369,754
	Gary M. Cohen			16,766				866,802
	John R. Considine			22,368				1,156,426
	Vincent A. Forlenza			19,443				1,005,203
	William A. Kozy			23,899				1,235,578

(4)		Amounts shown represent (i) BD's matching contributions to BD's Savings Incentive Plan (“SIP”), a qualified defined contribution plan available to U.S. employees at all levels, and (ii) the dollar value of split-dollar life insurance policies that had been provided for the named executives up until July 2002.
		During fiscal 2004, BD made contributions to SIP of $6,150 for each of the named executives. These amounts represent BD matching contributions at a 50% rate of the first 6% of base pay contributed to SIP by each of the named executives, in accordance with applicable SIP rules and subject to limits imposed by the IRS upon maximum contributions to such tax-qualified plans.
(5)		Includes Mr. Ludwig's personal use of corporate aircraft ($97,108) and financial planning services provided to Mr. Ludwig on behalf of BD ($5,580) in fiscal 2004. Pursuant to a policy adopted by the Board, Mr. Ludwig is required to use corporate aircraft for his personal as well as his business travel. The financial services were provided to Mr. Ludwig pursuant to a program whereby BD provides such services to certain executives, including the other named executive officers.
(6)		Amounts shown represent financial planning services provided to the named executive officers on behalf of BD.
(7)		Includes the value of financial planning services provided to Mr. Forlenza on behalf of BD ($5,580) and reimbursement to Mr. Forlenza for the payment of certain California state tax liabilities ($3,340). For additional discussion, see “Additional Compensation Arrangements” on page 29.

INFORMATION REGARDING LONG-TERM INCENTIVE COMPENSATION
FOR FISCAL YEAR 2004

Stock Option Grants

      Set forth below is information regarding stock option grants made to the named executives in fiscal 2004.

OPTION/SAR GRANTS IN FISCAL YEAR 2004

Performance Unit Grants

      The following table contains information relating to performance unit grants made to the named executives in fiscal 2004.

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LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AWARDS IN FISCAL YEAR 2004

INFORMATION REGARDING LONG-TERM INCENTIVE COMPENSATION
FOR FISCAL YEAR 2005

      Set forth below is information regarding the long-term incentive compensation grants provided to the named executives in November 2004 for fiscal year 2005. These grants were made under the 2004 Employee and Director Equity-Based Compensation Plan (the “2004 Plan”) and, therefore, the terms of the performance unit and career share awards vary slightly from the awards granted in fiscal year 2004.

Stock Option and Career Share Grants

OPTION/CAREER SHARE GRANTS
IN FISCAL YEAR 2005

26

(footnotes continued from previous page)
(2)		The estimated value of the stock options granted in November 2004 has been determined by application of the Black-Scholes option-pricing model, based upon the terms of the option grant and BD's stock price performance history as of the date of the grant. The key assumptions are as follows: dividend yield: 1.19%; volatility: 29.0%; risk-free rate of return: 3.76%; and expected exercise period: 6 years. No adjustments were made for risk of forfeiture or restrictions on transferability. The assumptions used in the valuation are based upon experience, and are not a forecast of future stock price or volatility, or of future dividend policy. BD expects to value option grants using the binomial valuation method for SFAS 123 reporting beginning in the first quarter of fiscal year 2005.
(3)		The dollar value of the career shares reflected in the above table is calculated by multiplying the number of career shares awarded by $54.25, the closing price of the BD common stock on the date of grant. The career shares will become fully vested and be distributed one year following retirement or upon the happening of other events, such as an involuntary termination without cause. The career shares are issued in tandem with dividend equivalent rights. The dollar values reflected in the above table do not reflect any adjustments for risk of forfeiture or restrictions on transferability, or for the value of the tandem dividend equivalent rights.

Performance Unit Grants

      The following table contains information relating to performance unit grants made to the named executives in fiscal 2005.

LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AWARDS IN FISCAL YEAR 2005

STOCK OPTION EXERCISES DURING FISCAL YEAR 2004

      The following table contains information relating to the exercise of stock options by the named executives in fiscal 2004, as well as the number and value of their unexercised options as of September 30, 2004.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2004 AND
FISCAL YEAR-END OPTION/SAR VALUES

27

(footnotes continued from previous page)
(2)		The value of unexercised options represents the difference between the closing price of the common stock on September 30, 2004 ($51.70) and the exercise price of each unexercised in-the-money option held by the named executives.
(3)		A portion (60,000 shares) of the options exercised by Mr. Ludwig were exercised pursuant to a pre-established trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934. Mr. Ludwig's adoption of this plan was announced in a Current Report on Form 8-K dated May 27, 2004.

OTHER COMPENSATION

Retirement Plan

      BD's Retirement Plan is a non-contributory defined benefit plan that provides for normal retirement at age 65 and permits earlier retirement in certain cases. Benefits are based upon years of service and compensation (comprised of salary, commissions and bonuses (“Covered Compensation”)) for the five consecutive calendar years that produce the highest average Covered Compensation. The Retirement Plan is integrated with Social Security.

      The Internal Revenue Code (the “Code”) limits the maximum annual benefit that may be paid to any individual from the Retirement Plan's trust fund and the amount of compensation that may be recognized. Under BD's Retirement Benefit Restoration Plan, BD will make supplemental, unfunded payments to offset any reductions in benefits that may result from such limitations. BD's obligations to pay retirement benefits under the Restoration Plan are secured by a trust. The trust is currently secured by a letter of credit. The trustee is required to draw on the letter of credit, up to specified limits, following a change in control of BD (as defined in the trust agreement).

      The following table shows the estimated annual retirement benefits payable under the Retirement Plan and the Restoration Plan at normal retirement date to all eligible employees, including the named executives, in specified remuneration and years of service classifications.

ESTIMATED ANNUAL RETIREMENT BENEFITS

      Covered Compensation includes salary and bonus for each named executive as set forth in the Summary Compensation Table on page 24. Amounts shown are calculated on a straight-life annuity basis, and are not subject to any further deduction for Social Security benefits or other offsets. Employees may elect to receive the actuarial value of their retirement benefits in a lump sum in lieu of a lifetime pension.

      Listed below are the years of credited service and Covered Compensation for the named executives for the calendar year ending December 31, 2004:

28

	Name		Years of Credited Service		Covered Compensation
	Edward J. Ludwig		25			2,144,481
	John R. Considine		5			1,059,769
	Gary M. Cohen		21			820,839
	Vincent A. Forlenza		24			769,827
	William A. Kozy		30			764,712