FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SHERMAN JEFFREY S   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) Sr. VP and General Counsel (Last) (First) (Middle) C/O BECTON, DICKINSON AND COMPANY, 1 BECTON DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 05/17/2016 (Street) FRANKLIN LAKES, NJ 07417 4. If Amendment, Date 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 (City) (State) (Zip) 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 05/17/2016   M   26,002 A $ 75.63 49,736 D   Common Stock 05/17/2016   D   11,768 D $ 166.27 (1) 37,968 D   Common Stock 05/17/2016   S   14,234 D $ 166.27 (1) 23,734 D   Common Stock 05/17/2016   M   37,198 A $ 76.64 60,932 D   Common Stock 05/17/2016   D   17,059 D $ 166.27 (1) 43,873 D   Common Stock 05/17/2016   S   20,139 D $ 166.27 (1) 23,734 D   Common Stock               372 (2) I SIP Trust

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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 Underlying Securities (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 of Derivative Security: 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

Stock Appreciation Rights

$ 75.63

05/17/2016

M

26,002

11/24/2010(3)

11/24/2019

Common Stock

26,002

$ 0

0

D

Stock Appreciation Rights

$ 76.64

05/17/2016

M

37,198

11/23/2011(4)

11/23/2020

Common Stock

37,198

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHERMAN JEFFREY S C/O BECTON, DICKINSON AND COMPANY 1 BECTON DRIVE FRANKLIN LAKES, NJ 07417			Sr. VP and General Counsel

Signatures

Richard Stout, by power of attorney for Jeffrey S. Sherman		05/18/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $165.65 through $167.12. Full information regarding the number of shares purchased at each separate price will be provided to the Securities and Exchange Commission, the issuer or a security holder of the issuer upon request.
(2)	Represents shares of common stock held under the Becton, Dickinson and Company Savings Incentive Plan (the "SIP"). The information presented for the SIP is as of February 29, 2016.
(3)	The stock appreciation rights vest in four annual installments beginning November 24, 2010.
(4)	The stock appreciation rights vest in four annual installments beginning November 23, 2011.

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