SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FORLENZA VINCENT A (Last) (First) (Middle) C/O BECTON, DICKINSON AND COMPANY 1 BECTON DRIVE (Street) FRANKLIN LAKES NJ 07417 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BECTON DICKINSON & CO [ BDX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President - BD Biosciences
	3. Date of Earliest Transaction (Month/Day/Year) 02/24/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2004		M		97,612	A	$20.0325	129,643	D
Common Stock	02/24/2004		M		4,030	A	$24.8125	133,763	D
Common Stock	02/24/2004		M		3,583	A	$27.9063	137,256	D
Common Stock	02/24/2004		S		97,612	D	$48.55	39,644	D
Common Stock								4,666	I	SIP Trust(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$20.0325	02/24/2004		M			97,612	01/22/1996	01/22/2006	Common Stock	97,612	$0	0	D
Employee Stock Option (right to buy)	$24.8125	02/24/2004		M			4,030	01/27/1999(2)	01/27/2007	Common Stock	4,030	$0	102,538	D
Employee Stock Option (right to buy)	$27.9063	02/24/2004		M			3,583	01/24/2002(3)	01/24/2010	Common Stock	3,583	$0	23,417	D

Explanation of Responses:

1. Represents an interest in shares of common stock held under the Becton, Dickinson and Company Savings Incentive Plan (the "SIP"). Mr. Forlenza also has an interest in 519 shares of Series B Convertible Preferred Stock under the SIP, which are convertible into 3,322 shares of common stock. The information presented for the SIP is as of January 31, 2004.

2. The option became 50% exercisable on January 27, 1999 and fully exercisable on January 27, 2000.

3. The option became 50% exercisable on January 24, 2002 and fully exercisable on January 24, 2003.

Remarks:

	Patricia Walesiewicz, by power of attorney for Vincent A. Forlenza	02/25/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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