Form: 4

Statement of changes in beneficial ownership of securities

March 30, 2004

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
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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*
KOZY WILLIAM 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 Diagnostics
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2004
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 02/18/2004 G 450 D $0 41,117 D
Common Stock 03/26/2004 M 4,030 A $24.8125 45,147 D
Common Stock 03/26/2004 M 3,406 A $29.3438 48,553 D
Common Stock 4,741 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) $24.8125 03/26/2004 M 4,030 01/27/1999(2) 01/27/2007 Common Stock 4,030 $0 102,538 D
Employee Stock Option (right to buy) $29.3438 03/26/2004 M 3,406 01/26/2000(3) 01/26/2008 Common Stock 3,406 $0 46,594 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. Kozy also has an interest in 574 shares of Series B Convertible Preferred Stock under the SIP, which are convertible into 3,673 shares of common stock. The information presented for the SIP is as of February 29, 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 26, 2000 and fully exercisable on January 26, 2001.
Remarks:
Patricia Walesiewicz, by power of attorney for William A. Kozy 03/30/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.