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)  February 24, 2004
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                          BECTON, DICKINSON AND COMPANY
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             (Exact name of registrant as specified in its charter)

           New Jersey                001-4802                   22-0760120
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    (State or other juris-         (Commission             (IRS Employer Iden-
   diction of incorporation)       File Number)            tification Number)

   1 Becton Drive, Franklin Lakes, New Jersey                   07417-1880
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    (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code          (201) 847-6800
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                                       N/A
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         (Former name or former addresses if changed since last report.)







Item 9.  Regulation FD Disclosure.

         The following statement is being furnished by the Company under the
         provisions of Regulation FD:

                   On February 24, 2004, Vincent A. Forlenza, President - BD
         Biosciences of Becton, Dickinson and Company ("BD"), exercised stock
         options for 97,612 BD shares and sold the shares acquired upon
         exercise. These options were granted in 1996 and were due to expire in
         January 2006. In addition, Mr. Forlenza purchased 7,613 shares of BD
         in connection with the exercise of additional stock options.

                   As a result of these transactions, Mr. Forlenza's beneficial
         ownership of BD shares (excluding stock options) has increased to
         47,632 shares, and his beneficial ownership continues to be in excess
         of the requirements under BD's share ownership guidelines, which
         require Mr. Forlenza to own shares equal in value to at least three
         times his salary. The transactions announced today are part of
         Mr. Forlenza's financial strategy of asset diversification and
         liquidity.




















                                   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: February 24, 2004