8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)  November 23, 2004
                                                  -----------------

                          BECTON, DICKINSON AND COMPANY
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             (Exact Name of Registrant as Specified in Its Charter)

                                    New Jersey
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                   (State or Other Jurisdiction of Incorporation)

                001-4802                                 22-0760120
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        (Commission File Number)             (IRS Employer Identification No.)

   1 Becton Drive, Franklin Lakes, New Jersey                   07417-1880
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    (Address of Principal Executive Offices)                    (Zip Code)

                             (201) 847-6800
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               (Registrant's Telephone Number, Including Area Code


                                   N/A
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         (Former Name or Former Address, if Changed Since Last Report)

    Check the appropriate box below if the Form 8-K Filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

    [ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230425)

    [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

    [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

    [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 1.01     Entry into a Material Definitive Agreement.

On November 23, 2004, members of BD's management were granted certain
equity-based compensation awards, the terms of which are attached hereto as
Exhibit A.


Item 5.02     Departure of Directors or Principal Officers; Election of
              Directors; Appointment of Principal Officers.

On November 23, 2004, Gary A. Mecklenburg was elected to the BD Board of
Directors. Mr. Mecklenburg has been appointed to the Audit Committee and
the Corporate Governance and Nominating Committee of the Board.

Mr. Mecklenburg is the President and Chief Executive Officer of Northwestern
Memorial HealthCare in Chicago, Illinois. During BD's 2004 fiscal year, sales of
BD to Northwestern Memorial HealthCare were approximately $2.2 million.

Item 7.01     Regulation FD Disclosures.

On November 23, 2004, BD issued a press release announcing an increase in BD's
quarterly dividend and the authorization of a share repurchase program. A copy
of the press release is furnished as Exhibit B hereto.

Item 9.01     Financial Statements and Exhibits.

     Exhibit A     Terms of Awards under 2004 Employee and Director Equity-Based
                   Compensation Plan.

     Exhibit B     Press release dated November 23, 2004, furnished pursuant
                   to Item 7.01.








                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           BECTON, DICKINSON AND COMPANY
                                                  (Registrant)



                                           By: /s/ Dean J. Paranicas
                                               --------------------------------
                                                   Dean J. Paranicas
                                                   Vice President, Corporate
                                                   Secretary and Public Policy


Date: November 23, 2004









                                INDEX TO EXHIBITS
                                -----------------


   Exhibit
   Number        Description of Exhibits
   ------        -----------------------
   99.1          Press release dated November 23, 2004

EX-99

                                                                       Exhibit A

                             Terms of Awards Under
     2004 Employee and Director Equity-Based Compensation Plan (the "Plan")

Capitalized terms used herein that are not defined shall have the same meaning
as set forth in the Plan.

1.   Stock Options

     (a) Vesting Period: Ratably over four (4) years, with twenty-five percent
(25%) becoming exercisable on each of the first, second, third and fourth
anniversary of the grant date, except as provided in the Plan.

     (b) Term: Ten (10) years from grant date.

     (c) Exercise Price: Fair market value of BD common stock on grant date.

     (d) Form: Non-qualified stock options.

     (e) Forfeiture: Subject to forfeiture if (a) the grantee violates any
agreement of non-competition with BD, or any agreement of non-disclosure of
confidential information of BD, or (b) if grantee commits acts or omissions
that would have been the basis for termination for Cause during the grantee's
employment.

     (f) Retention Requirements: If the option is exercised during the grantee's
employment, the grantee is required to hold seventy-five percent (75%) of the
net after-tax gain resulting from such exercise in shares of BD common stock for
a period of 12 months from the date of exercise.

2.   Performance Units

     (a) Vesting Period: Third anniversary of grant date.

     (b) Settlement: Performance Units are settled in shares of BD common stock.

     (c) Performance Period. Three consecutive fiscal years, beginning with the
fiscal year in which the award is granted.

     (d) Performance Measures: BD's Net Income, Revenue Growth and Return on
Invested Capital during the performance period. Payouts may range from zero to
250% of the award's share target.

     (e) Dividend Equivalent Rights. Performance Units are issued in tandem with
dividend equivalent rights.







     (f) Termination: Upon death, disability or involuntary termination other
than for Cause, the grantee receives a pro rata amount of the award's share
target. Upon retirement, the grantee receives a pro rata amount of the shares
that would have been distributable under the award had the grantee remained
employed with BD through the vesting period.

3.   Career Shares

     (a) Vesting Period: First anniversary of the grantee's retirement from
BD.

     (b) Settlement: Each Career Share entitles the grantee to one share of
BD common stock.

     (c) Dividend Equivalent Rights. Career Shares are issued in tandem with
dividend equivalent rights.

     (d) Termination: Upon death, disability or involuntary termination
other than for Cause, Career Shares become fully vested.

     (e) Forfeiture. Subject to forfeiture in the event, at any time prior
to the first anniversary of the grantee's retirement, the grantee violates
non-compete covenant with BD.

EX-99

                                                                       Exhibit B


Contact:
- --------
Colleen T. White, Corporate Communications - 201-847-5369
Patricia A. Spinella, Investor Relations - 201-847-5453


               BD BOARD DECLARES DIVIDEND INCREASE AND AUTHORIZES
                          ADDITIONAL SHARE REPURCHASES


Franklin Lakes, NJ (November 23, 2004) - The Board of Directors of BD (Becton,
Dickinson and Company) (NYSE:BDX) has declared a quarterly dividend of 18 cents
per common share, an increase of 3 cents per share or 20% from the previous
quarter. The dividend will be payable on January 3, 2005 to holders of record on
December 13, 2004. At the current rate, the annual dividend would be 72 cents
per share, a rise of 20% from a year ago.

The Board has also authorized the Company to repurchase up to 10 million common
shares of the Company. The Company plans to use the shares for general corporate
purposes. This authorization is in addition to the approximately 4.1 million
shares that remained available at September 30, 2004 under a 10 million-share
repurchase authorization approved in January 2004. On September 30, 2004, the
Company had approximately 249 million common shares outstanding. The Company
said the new authorization is consistent with continued strong cash flow.

"This is the 32nd year in a row that BD has increased its dividends. Our
dividend, along with the repurchasing of our shares, has allowed us to return
significant dollars to our shareholders," said Edward J. Ludwig, BD Chairman,
President and Chief Executive Officer. "This provides evidence that the strategy
we have been implementing over the last several years is working. We're
continuing to pursue this strategy of growth through innovation combined with
operational effectiveness, and our shareholders will continue to be the
beneficiaries."

BD is a medical technology company that serves healthcare institutions, life
science researchers, clinical laboratories, industry and the general public. BD
manufactures and sells a broad range of medical supplies, devices, laboratory
equipment and diagnostic products. For the fiscal year ended September 30, 2004,
BD reported total revenues of $4.935 billion.

                                      ***





This press release may contain certain forward-looking statements (as defined
under Federal securities laws) regarding BD's performance, including future
revenues, cash flows, products and income, or events or developments that BD
expects to occur or anticipates occurring in the future. All such statements are
based upon current expectations of BD and involve a number of business risks and
uncertainties. Actual results could vary materially from anticipated results
described, implied or projected in any forward-looking statement. Factors that
could cause actual results to vary materially from any forward-looking statement
include, but are not limited to: competitive factors; pricing and market share
pressures; changes in interest or foreign currency exchange rates; difficulties
inherent in product development and delays in product introductions; changes in
regional, national or foreign economic conditions; increases in energy costs;
fluctuations in costs and availability of raw materials and in BD's ability to
maintain favorable supplier arrangements and relationships; and changes in
healthcare or other governmental regulation; issuance of new or revised
accounting standards, as well as other factors discussed in this press release
and in BD's filings with the Securities and Exchange Commission. We do not
intend to update any forward-looking statements to reflect events or
circumstances after the date hereof except as required by applicable laws or
regulations.