Bio Rad Laboratories Inc – ‘DEFR14A’ on 1/4/02

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Def. Proxy Materials for Special Meeting      22     99K 

DEFR14A
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

SCHEDULE 14A INFORMATION  

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]                                                     
Filed by a party other than the Registrant [_]                                  
Check the appropriate box:                                                      

                                                                [Download Table]
                                                                                    
[_] Preliminary proxy statement     [_] Confidential, for Use of the Commission Only
[X] Definitive proxy statement        (as permitted by Rule 14a-6(e)(2))            
[_] Definitive additional materials                                                 
 Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12                      

BIO-RAD LABORATORIES, INC.  
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)  

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

(1) Title of each class of securities to which transaction applies:       

  ____________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:          

  ____________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed      
   pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):         

  ____________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:                      

  ____________________________________________________________________________

(5) Total fee paid:                                                       

  ____________________________________________________________________________

[_] Fee paid previously with preliminary materials.                             

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.                     

(1) Amount previously paid:                                               

  ____________________________________________________________________________

(2) Form, schedule or registration statement no.:                         

  ____________________________________________________________________________

(3) Filing party:                                                         

  ____________________________________________________________________________

(4) Date filed:                                                           

  ____________________________________________________________________________

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BIO-RAD LABORATORIES, INC.  

NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS OF  
BIO-RAD LABORATORIES, INC.  

TO BE HELD FEBRUARY 4, 2002 

To the Stockholders of Bio-Rad Laboratories, Inc.:                              

A special meeting of the stockholders of Bio-Rad Laboratories, Inc.       
("Bio-Rad" or the "Company") will be held at the Company's corporate offices,   
1000 Alfred Nobel Drive, Hercules, California 94547 on February 4, 2002, at     
4:00 p.m., Pacific Time, for the following purposes:                            

(1) To approve an amendment to the certificate of incorporation of the    
  Company to increase the authorized number of shares of capital stock
from 23,300,000 to 77,500,000 shares, by increasing the number of 
     authorized shares of our Class A Common Stock from 15,000,000 shares to
  50,000,000 shares, increasing the number of authorized shares of our
 Class B Common Stock from 6,000,000 shares to 20,000,000 shares and
increasing the number of authorized shares of Preferred Stock from
2,300,000 to 7,500,000 shares;                                    

(2) To approve an amendment to the certificate of incorporation of the    
  Company to reduce the par value of each of the Class A Common Stock,
     Class B Common Stock and Preferred Stock from $1.00 per share to $.0001
per share;                                                        

(3) To approve an amendment to the certificate of incorporation of the    
Company to eliminate the current requirement that all elections of
directors be conducted by written ballot;                         

(4) To approve an amendment to the certificate of incorporation of the    
Company to make certain technical amendments; and                 

 (5) To transact such other business as may properly come before the meeting
and at any adjournments or postponements thereof, including, if   
      submitted to a vote of the stockholders, a motion to adjourn the special
meeting to another time or place for the purpose of soliciting    
additional proxies.                                               

The Board of Directors of the Company has determined that each of the     
amendments are advisable and in your best interests and recommends that you     
vote "FOR" these proposals.                                                     

The Board of Directors of the Company has fixed the close of business on  
December 24, 2001 as the record date for the determination of the stockholders  
entitled to notice of and to vote at this special meeting and at any            
adjournments or postponements thereof. A list of such stockholders will be      
available for examination by any stockholder at the special meeting and at the  
offices of the Company, 1000 Alfred Nobel Drive, Hercules, California 94547,    
during ordinary business hours during the ten-day period prior to the special   
meeting date. The stock transfer books of the Company will not be closed.       

All stockholders are invited to attend the special meeting in person, but 
those who are unable to do so are urged to execute and return promptly the      
enclosed Proxy in the provided postage-paid envelope. Since a majority of the   
outstanding shares of each class of common stock of the Company must be present 
or represented at the special meeting to transact the business matters referred 
to above, your promptness in returning the enclosed Proxy will be greatly       
appreciated. Your Proxy is revocable and will not affect your right to vote in  
person in the event you attend the meeting and revoke your Proxy.               

                              By order of the Board of Directors
                      BIO-RAD LABORATORIES, INC.

                        SANFORD S. WADLER, Secretary

Hercules, California                                                      
January 2, 2002                                                           

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BIO-RAD LABORATORIES, INC.  

----------------- 

PROXY STATEMENT 

----------------- 

FOR A SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON FEBRUARY 4, 2002  

Information Regarding Proxies                                                   

The enclosed Proxy is solicited on behalf of the Board of Directors of    
Bio-Rad Laboratories, Inc., a Delaware corporation ("Bio-Rad" or the            
"Company"), in connection with a special meeting of stockholders of the Company 
to be held at the Company's corporate offices, 1000 Alfred Nobel Drive,         
Hercules, California 94547 on Monday, February 4, 2002 at 4:00 p.m., and at any 
adjournments or postponements thereof. The Company intends to mail copies of    
this Proxy Statement and the accompanying notice and Proxy Card on or about     
January 2, 2002 to all stockholders entitled to vote at the special meeting.    

The Company will pay the cost of this Proxy solicitation. In addition to  
solicitation by use of the mails, proxies may be solicited from stockholders of 
the Company by directors, officers and employees of the Company in person or by 
telephone, telegram or other means of communication. Such directors, officers   
and employees will not be additionally compensated, but may be reimbursed for   
reasonable out-of-pocket expenses in connection with such solicitation.         
Arrangements will be made with brokerage houses, custodians, nominees and       
fiduciaries for forwarding of proxy materials to beneficial owners of shares    
held of record by such brokerage houses, custodians, nominees and fiduciaries   
and for reimbursement of their reasonable expenses incurred in connection       
therewith. The Company may retain Georgeson Shareholder Services, a proxy       
solicitation firm, to solicit proxies in connection with the special meeting at 
an estimated cost of $6,000.00.                                                 

 Shares for which a properly executed Proxy in the enclosed form is returned
will be voted at the meeting in accordance with the directions on such Proxy.   
If no voting instructions are indicated with respect to one or more of the      
proposals, the Proxy will be voted in favor of each of the proposal(s) and to   
approve those other matters that may properly come before the special meeting   
at the discretion of the person named in the Proxy. Any Proxy may be revoked by 
the record owner of the shares at any time prior to its exercise by delivering  
to the Secretary of the Company, at 1000 Alfred Nobel Drive, Hercules,          
California 94547, a written revocation or a duly executed Proxy bearing a later 
date or by attending the meeting and voting in person. Attendance at the        
special meeting will not, by itself, constitute revocation of a Proxy.          

Voting Securities                                                               

The securities of the Company entitled to vote at the meeting consist of  
shares of its Class A Common Stock and Class B Common Stock, both $1.00 par     
value (collectively, "Common Stock"). At the close of business on December 24,  
2001, 10,083,318 shares of Class A Common Stock and 2,413,281 shares of Class B 
Common Stock were issued and outstanding. Only stockholders of record at the    
close of business on December 24, 2001 will be entitled to notice of and to     
vote at the special meeting. The presence, in person or by Proxy, of the        
holders of a majority of the Voting Power will constitute a quorum for the      
transaction of business at the special meeting, provided, however, that for the 
first two proposals, the presence, in person or by Proxy, of the holders of a   
majority of the outstanding shares of the Class A Common Stock and a majority   
of the outstanding shares of the Class B Common Stock will constitute a quorum  
for the transaction of business. Each share of Class A Common Stock is entitled 
to one-tenth of a vote and each share of Class B Common Stock is entitled to    
one vote, except in the election of directors (which is not a subject of the    
special meeting) and any other matter requiring the vote of one or both classes 
of Common Stock voting separately. The sum of one-tenth the number of shares of 
Class A Common Stock and the number of shares of Class B Common Stock           
constitutes the "Voting Power" of the Company.                                  

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The Board of Directors is not aware of any matters that might come before 
the meeting other than the amendments to and restatement of the certificate of  
incorporation described in this Proxy Statement. If, however, any other matters 
properly come before the special meeting, including, without limitation, if     
submitted to a vote of the stockholders, a motion to adjourn the special        
meeting to another time or place for the purpose of soliciting additional       
proxies, it is intended that the Proxies will be voted in accordance with the   
judgment of the person or persons voting such Proxies.                          

Under Delaware law: (1) shares represented by proxies that reflect        
abstentions or "broker non-votes" (i.e., shares held by a broker or nominee     
which are represented at the meeting, but with respect to which such broker or  
nominee is not empowered to vote on a particular proposal) will be counted as   
shares that are present and entitled to vote for purposes of determining the    
presence of a quorum; and (2) proxies that reflect abstentions or "broker       
non-votes" with respect to a particular proposal will have the same effect as a 
vote against that proposal.                                                     

There is no statutory or contractual right of appraisal or similar remedy 
available to those stockholders who dissent from any matter to be acted upon.   

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PRINCIPAL AND MANAGEMENT STOCKHOLDERS 

The following table presents certain information as of December 20, 2001  
(except as noted below), with respect to Class A Common Stock and Class B       
Common Stock beneficially owned by: (i) any person who is known to the Company  
to be the beneficial owner of more than five percent of the outstanding Common  
Stock of either class, (ii) each director of Bio-Rad, (iii) certain executive   
officers of Bio-Rad, and (iv) all directors and executive officers of Bio-Rad   
as a group. The address for all executive officers and directors is c/o Bio-Rad 
Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California 94547.        

                                                        [Enlarge/Download Table]

                                                Class A Common Stock(1)          Class B Common Stock      
                                            ------------------------------  ------------------------------ 
       Name and, with Respect to             Number of Shares and  Percent   Number of Shares and  Percent 
      Owner of 5% or More, Address          Nature of Ownership(2) of Class Nature of Ownership(2) of Class
      ----------------------------          ---------------------- -------- ---------------------- --------
                                                                                                           
Blue Raven Partners, L.P.(3)...............              --           0.0%        2,030,027          84.1% 
  1000 Alfred Nobel Drive                                                                                  
  Hercules, CA 94547                                                                                       

Private Capital Management, Inc.(4)........       1,165,732          11.7%               --           0.0% 
  3003 Tamiami Trail North                                                                                 
  Naples, FL 34103                                                                                         

Bernard A. Egan............................         743,994           7.4%               --           0.0% 
  1900 Old Dixie Highway                                                                                   
  Fort Pierce, FL 34946                                                                                    

Dimensional Fund Advisors, Inc.(4).........         515,075           5.2%               --           0.0% 
  1299 Ocean Avenue, 11th Floor                                                                            
  Santa Monica, CA 90401                                                                                   

David and Alice N. Schwartz(5)(6)(9).......       1,605,524          16.1%        2,226,668          86.5% 
  Bio-Rad Laboratories, Inc.                                                                               
  1000 Alfred Nobel Drive                                                                                  
  Hercules, CA 94547                                                                                       

Norman Schwartz(5)(7)(8)(9)................         105,727           1.1%        2,044,854          84.4% 
  Bio-Rad Laboratories, Inc.                                                                               
  1000 Alfred Nobel Drive                                                                                  
  Hercules, CA 94547                                                                                       

Steven Schwartz(5)(7)(10)..................          82,450           0.8%        2,034,227          84.3% 
  Bio-Rad Laboratories, Inc.                                                                               
  1000 Alfred Nobel Drive                                                                                  
  Hercules, CA 94547                                                                                       

James J. Bennett (9).......................          33,757           0.3%           23,727           1.0% 

John Goetz (9).............................          19,695           0.2%               --           0.0% 

Albert J. Hillman (9)......................           4,454           0.0%            4,117           0.2% 

Philip L. Padou(9).........................              --           0.0%               --           0.0% 

Sanford S. Wadler(9).......................          28,565           0.3%               --           0.0% 

All directors and executive officers as a                                                                  
  group(9) (11 persons)....................       1,827,646          18.1%        2,304,582          89.2% 

--------                                                                        
(1)  Excludes Class A Common Stock that may be acquired on conversion of Class
   B Common Stock. Class B Common Stock may be converted to Class A Common
     Stock on a one for one basis and, if fully converted, would result in the
   following percentage beneficial ownership of Class A Common Stock: Blue
   Raven Partners 16.4%; Private Capital Management, Inc. 9.4%; Bernard A.
Egan 6.0%; Dimensional Fund                                         

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Advisors 4.1%; David and Alice N. Schwartz 30.5%; Norman Schwartz 17.3%;
Steven Schwartz 17.0%; James J. Bennett 0.5%; John Goetz 0.2%; Albert J.
Hillman 0.1%; Philip L. Padou 0.0%; Sanford S. Wadler 0.2%; and all     
   directors and executive officers as a group 32.6%. Management considers any
substantial conversions by the executive officers or directors listed in
the table to be highly unlikely.                                        

(2) Except as otherwise indicated and subject to applicable community property
and similar statutes, the persons listed as beneficial owners of the  
   shares have sole voting and investment power with respect to such shares.
   Number of shares is based on the statements of the stockholders where not
identified specifically in the stockholder register.                  

(3) David Schwartz, Alice N. Schwartz, Norman Schwartz and Steven Schwartz are
general partners of Blue Raven Partners, L.P., a California limited   
partnership (the "Partnership"), and, as such, share voting and       
  dispositive power over the Class B Common Stock held by the Partnership.

(4) For Private Capital Management, Inc. based solely on an amended Schedule  
    13G filed on February 14, 2001 with the Securities and Exchange Commission
pursuant to Rule 13d-1(b) of the Exchange Act. For Dimensional Fund   
  Advisors, Inc., based solely on a Schedule 13G filed on February 2, 2001
  with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of
the Exchange Act.                                                     

(5) Includes 2,030,027 shares of Class B Common Stock held by the Partnership.

(6) David and Alice N. Schwartz each have a one-half community property       
  interest in these shares. Includes 20,588 shares of Class B Common Stock
    held by DANSA Partners Limited, a California limited partnership, of which
David and Alice N. Schwartz are general partners.                     

(7) Norman Schwartz and Steven Schwartz are sons of David and Alice N.        
Schwartz.                                                             

(8) Includes 4,200 shares owned by Norman Schwartz's wife, as to which Norman 
Schwartz disclaims any beneficial ownership.                          

(9) Includes shares with respect to which such persons have the right to      
   acquire beneficial ownership immediately or within sixty days of December
18, 2001, under the Company's employee stock purchase plan and stock  
option agreements, as follows: David Schwartz, 160,650 Class B shares;
   Norman Schwartz, 10,627 Class B shares and 3,750 Class A shares; James J.
    Bennett, 22,308 Class A shares; John Goetz, 11,784 Class A shares; Sanford
    S. Wadler, 15,752 Class A shares; and all directors and executive officers
as a group, 70,348 Class A shares and 171,277 Class B shares.         

(10) Includes 4,200 shares owned by Steven Schwartz's wife, as to which Steven  
Schwartz disclaims any beneficial ownership.                          

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I. APPROVAL OF AMENDMENT TO INCREASE  
AUTHORIZED NUMBER OF CAPITAL SHARES OF THE COMPANY  

The Board of Directors proposes to amend and restate the Company's        
certificate of incorporation (the "Existing Certificate") to increase the       
number of authorized shares of the Company's capital stock. Our Existing        
Certificate authorizes the Company to issue 23,300,000 shares of capital stock, 
of which 15,000,000 shares are designated as Class A Common Stock, 6,000,000    
shares are designated as Class B Common Stock and 2,300,000 shares are          
designated as Preferred Stock. The Board of Directors believes this capital     
structure is inadequate for the present and future needs of the Company.        
Therefore, on August 15, 2001, the Board of Directors unanimously adopted and   
declared advisable the amendment and restatement of the Company's certificate   
of incorporation to increase the total number of authorized shares of capital   
stock of the Company to 77,500,000 shares, to increase the number of shares of  
authorized shares of Class A Common Stock to 50,000,000, to increase the number 
of authorized shares of Class B Common Stock to 20,000,000 and to increase the  
number of authorized shares of Preferred Stock to 7,500,000. The Board believes 
this capital structure more appropriately reflects the present and future needs 
of the Company and recommends such amendment and restatement to the Company's   
stockholders for adoption.                                                      

The Board of Directors recommends that the Existing Certificate be so     
amended by deleting and replacing Section 4(a) of the Existing Certificate with 
the following paragraph (the "Authorized Shares Proposal"):                     

  (a) The total number of shares of all classes of stock which the corporation
shall be authorized to issue is 77,500,000 shares, divided into three     
classes of shares of stock as follows: 50,000,000 shares of Class A Common
 Stock, par value $0.0001 per share ("Class A Common"), 20,000,000 shares of
Class B Common Stock, par value $0.0001 per share ("Class B Common"), and 
  7,500,000 shares of Preferred Stock, par value $0.0001 per share ("Preferred
Stock").                                                                  

The text of the proposed amended and restated certificate of incorporation
(the "Restated Certificate"), which includes the Authorized Shares Proposal and 
the other amendments described in this Proxy Statement, is attached as Exhibit  
A to this Proxy Statement. Copies of the Existing Certificate are available for 
inspection at the principal executive offices of the Company and will be sent   
to any stockholder upon written request. If all of the proposed amendments to   
the Existing Certificate are adopted, the Restated Certificate will become      
effective upon filing of the Restated Certificate with the Secretary of State   
of the State of Delaware.                                                       

Adoption of the Authorized Shares Proposal by the stockholders of the     
Company will not constitute the issuance of additional shares of Class A Common 
Stock, Class B Common Stock or Preferred Stock and will not affect the rights   
of the holders of currently outstanding shares of such stock.                   

As of December 24, 2001, 10,083,318 shares of Class A Common Stock,       
2,413,281 shares of Class B Common Stock and no shares of Preferred Stock were  
outstanding. Under our current certificate of incorporation, a Class B          
stockholder has the right at any time to convert any share of Class B Common    
Stock into one share of Class A Common Stock. As a result, we have reserved for 
issuance a total of 2,413,281 shares of Class A Common Stock to allow for this  
conversion. The total number of shares of Class A Common Stock and Class B      
Common Stock outstanding excludes: 549,910 Class A shares and 236,337 Class B   
shares that are issuable upon exercise of outstanding options and warrants.     

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Purpose for Authorizing Additional Capital Stock                                

Approval of the Authorized Shares Proposal by the stockholders of the     
Company will give the Board of Directors the express authority, without further 
action by the stockholders, to issue shares of Class A Common Stock, Class B    
Common Stock or Preferred Stock from time to time as the Board of Directors     
deems necessary. The Board's primary purpose in submitting the Authorized       
Shares Proposal to the stockholders at this time is to provide the Company with 
flexibility to adjust the number of shares of Class A Common Stock and Class B  
Common Stock outstanding in order to promote a broad market for such stock.     
Management's continuing efforts to improve the financial condition and results  
of operations of the Company have been successful and have been reflected in an 
increased price of the Class A Common Stock. As a result, the Board of          
Directors is currently considering effecting a split of the Company's Common    
Stock through a stock dividend, which would result in a market price believed   
to be more attractive to a broader spectrum of investors, particularly          
individual investors. The Board's decision in this regard is necessarily        
contingent upon numerous factors, including, but not limited to, the number of  
shares of Class A Common Stock and Class B Common Stock authorized for          
issuance, fluctuations in the stock market, the prevailing condition of the     
overall economy and the market price of the Common Stock. It is, therefore,     
possible that a decision to split the Common Stock through a stock dividend may 
not be taken. However, should the Board of Directors determine to split the     
Common Stock through a stock dividend, stockholder approval of an amendment to  
increase the number of authorized shares of capital stock would be necessary to 
enable the Company to effectuate such a split. If the Authorized Shares         
Proposal is adopted by the stockholders of the Company, the Board will avoid    
the delay which would be required for obtaining such approval at a later time.  
Conversely, delaying the Authorized Shares Proposal until the next regularly    
scheduled Annual Meeting in April 2002 would necessarily eliminate the Board's  
ability to effect a stock split through a stock dividend prior to that date.    

  In addition to providing flexibility to effect a stock split through a stock
dividend, the availability of additional authorized shares of capital stock     
would provide the Company with flexibility to issue Class A Common Stock, Class 
B Common Stock or Preferred Stock for a variety of other proper corporate       
purposes without further action by the Company's stockholders, except as may be 
required by law, regulation or stock exchange rule. As a result, the Company    
would be in a better position to take prompt advantage of opportunities for     
which the issuance of the Company's capital stock might be appropriate,         
including, without limitation, acquisition transactions, equity or convertible  
debt financings, stock dividends or distributions, issuance of options pursuant 
to the Company's stock option plans or other bona fide corporate purposes. The  
Company has not committed to issue any shares of capital stock which are the    
subject of the Authorized Shares Proposal.                                      

Effects of Increasing the Authorized Capital Stock                              

Approval of the Authorized Shares Proposal by the stockholders of the     
Company could have a number of effects on the Company's stockholders depending  
upon the exact nature and circumstances of any actual issuances of authorized   
but unissued shares of capital stock of the Company by the Board of Directors   
of the Company. The Authorized Shares Proposal could have an anti-takeover      
effect, in that 54,200,000 additional shares of capital stock of the Company    
could be issued (within the limits imposed by applicable law) in one or more    
transactions that could make a change in control or takeover of the Company     
more difficult. For example, additional shares of capital stock of the Company  
could be issued by the Company so as to dilute the stock ownership or voting    
rights of persons seeking to obtain control of the Company. Similarly, the      
issuance of additional shares of capital stock of the Company to certain        
persons allied with the Company's management could have the effect of making it 
more difficult to remove the Company's current management by diluting the stock 
ownership of or voting rights of persons seeking to cause such removal.         
Although the Authorized Shares Proposal has been prompted by business and       
financial considerations and not by the threat of any hostile takeover attempt  
(nor is the Board currently aware of any such attempts directed at the          
Company), nevertheless, stockholders should be aware that approval of the       
Authorized Shares Proposal could facilitate future efforts by the Company to    
deter or prevent changes in control of the Company, including transactions in   
which the stockholders might otherwise receive a premium for their shares over  
then current market prices.                                                     

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In addition, an issuance of additional shares of capital stock of the     
Company could have an effect on the potential realizable value of a             
stockholder's investment. In the absence of a proportionate increase in the     
Company's earnings and book value, an increase in the aggregate number of       
outstanding shares would dilute the earnings per share and book value per share 
of all outstanding shares of the Company's capital stock. If such factors were  
reflected in the price per share of Class A Common Stock and Class B Common     
Stock, the potential realizable value of a stockholder's investment could be    
adversely affected. The Class A Common Stock and Class B Common Stock carries   
no preemptive rights to purchase additional shares upon the issuance of         
additional shares of capital stock of the Company. The adoption of the          
Authorized Shares Proposal will not of itself cause any change in the capital   
accounts of the Company.                                                        

Vote Required                                                                   

The affirmative vote of each of (i) a majority of the outstanding Class A 
Common Stock voting together as a single class, (ii) a majority of the          
outstanding Class B Common Stock, voting together as a single class, and (iii)  
a majority of the Voting Power of the Company (with the holders of Class A      
Common Stock having one-tenth of a vote for each share of Class A Common Stock  
and the holders of Class B Common Stock having one vote for each share Class B  
Common Stock) is required to approve the Authorized Shares Proposal.            

--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR the Authorized Shares 
Proposal. 
--------------------------------------------------------------------------------

II. APPROVAL OF AMENDMENT TO REDUCE THE PAR VALUE OF EACH OF THE CLASS A COMMON 
STOCK, CLASS B COMMON STOCK AND PREFERRED STOCK 

 The Existing Certificate provides that the par value of each of the Class A
Common Stock, Class B Common Stock and Preferred Stock is $1.00 per share. The  
Board of Directors recommends that the Existing Certificate be so amended by    
deleting and replacing Section 4(a) of the Existing Certificate with the        
following paragraph (the "Par Value Proposal"):                                 

  (a) The total number of shares of all classes of stock which the corporation
shall be authorized to issue is 77,500,000 shares, divided into three     
classes of shares of stock as follows: 50,000,000 shares of Class A Common
 Stock, par value $0.0001 per share ("Class A Common"), 20,000,000 shares of
Class B Common Stock, par value $0.0001 per share ("Class B Common"), and 
  7,500,000 shares of Preferred Stock, par value $0.0001 per share ("Preferred
Stock").                                                                  

 The text of the proposed Restated Certificate, which includes the Par Value
Proposal and the other amendments described in this Proxy Statement, is         
attached as Exhibit A to this Proxy Statement. Copies of the Existing           
Certificate are available for inspection at the principal executive offices of  
the Company and will be sent to any stockholder upon written request. If all of 
the proposed amendments to the Existing Certificate are adopted, the Restated   
Certificate will become effective upon filing of the Restated Certificate with  
the Secretary of State of the State of Delaware.                                

Purpose and Effect of Reduction in Par Value                                    

If the Par Value Proposal is approved by the stockholders of the Company, 
the resulting reduction in the par value of the Company's capital stock may     
decrease the Company's franchise taxes depending on the method of calculating   
franchise taxes used by the Company. In addition, a reduction in the par value  
of the Company's capital stock may result in a greater surplus, which would     
give the Company greater flexibility to pay dividends or repurchase stock. The  
Par Value Proposal will not otherwise affect the rights of the Company's        
stockholders.                                                                   

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Vote Required                                                                   

The affirmative vote of each of (i) a majority of the outstanding Class A 
Common Stock voting together as a single class, (ii) a majority of the          
outstanding Class B Common Stock voting together as a single class, and (iii) a 
majority of the Voting Power of the Company (with the holders of Class A Common 
Stock having one-tenth of a vote for each share of Class A Common Stock and the 
holders of Class B Common Stock having one vote for each share Class B Common   
Stock) is required to approve the Par Value Proposal.                           

--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR the Par Value Proposal. 
--------------------------------------------------------------------------------

III. APPROVAL OF AMENDMENT TO ELIMINATE REQUIREMENT THAT  
DIRECTORS BE ELECTED BY WRITTEN BALLOT  

Under the Existing Certificate, election of directors must be effected by 
written ballot. Section 211(e) of the General Corporation Law of the State of   
Delaware provides that all elections of directors must be by written ballot     
unless otherwise provided in the certificate of incorporation. The Board of     
Directors recommends that the Existing Certificate be amended to add the        
following sentence to the end of Section 4(b)(B)(1) (the "Written Ballot        
Proposal"):                                                                     

 Unless, and to the extent, that, the by-laws of the corporation so require,
 the election of directors of the corporation need not be by written ballot.

The text of the proposed Restated Certificate, which includes the Written 
Ballot Proposal and the other amendments described in this Proxy Statement, is  
attached as Exhibit A to this Proxy Statement. Copies of the Existing           
Certificate are available for inspection at the principal executive offices of  
the Company and will be sent to any stockholder upon written request. If all of 
the proposed amendments to the Existing Certificate are adopted, the Restated   
Certificate will become effective upon filing of the Restated Certificate with  
the Secretary of State of the State of Delaware.                                

Purpose and Effect of Elimination of Requirement that Directors Be Elected By   
Written Ballot                                                                  

Approval of the Written Ballot Proposal by the stockholders of the Company
will not alter stockholders' rights to elect the Company's directors, but it    
will eliminate the current requirement that all elections of directors be       
conducted by written ballot and would allow the addition of a new provision to  
the Company's bylaws specifying that the Board may determine whether a written  
ballot is required in connection with the election of directors. The Board      
believes that the Company should have maximum flexibility and ability to reduce 
costs of conducting an election of directors. The Board of Directors does not   
consider the Written Ballot Proposal to be a material change to the Existing    
Certificate.                                                                    

Vote Required                                                                   

 The affirmative vote of a majority of the Voting Power of the Company (with
the holders of Class A Common Stock having one-tenth of a vote for each share   
of Class A Common Stock and the holders of Class B Common Stock having one vote 
for each share Class B Common Stock) is required to approve the Written Ballot  
Proposal.                                                                       

------------------------------------------------------------------------------- 
The Board of Directors recommends that you vote FOR the Written Ballot  
Proposal.   
------------------------------------------------------------------------------- 

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IV. APPROVAL OF CERTAIN TECHNICAL AMENDMENTS  
TO EXISTING CERTIFICATE 

The Board of Directors recommends certain other amendments to the Existing
Certificate that are not intended to affect stockholders' rights under the      
Existing Certificate, but are intended to clarify the intent of certain         
provisions.                                                                     

The Board recommends an amendment to the Existing Certificate to amend and
restate the last sentence of Section 4(b)(B)(5) as follows:                     

 If permitted by the by-laws, the Board of Directors may increase the number
of directors, and any newly created directorships so created may be filled
 by the Board of Directors; provided that, so long as the holders of Class A
  Common shares have the rights provided in paragraphs B.(1) and B.(5) of this
Article 4.(b) in respect of the next previous annual meeting of           
stockholders, the Board of Directors may be so enlarged by the Board of   
Directors only to the extent that at least twenty-five percent of the     
  enlarged Board consists of directors elected (a) by the holders of the Class
A Common shares, (b) by persons appointed to fill vacancies created by the
  death, resignation or removal of persons elected by the holders of the Class
A Common shares, (c) by directors elected by the holders of the Class A   
  Common shares, or (d) by persons elected to fill newly created directorships
in the manner provided by clauses (a), (b) or (c) above.                  

The Board of Directors has also approved an amendment to the Existing     
Certificate to add the following language after Section 7 (together with the    
amendment above, the "Technical Amendments Proposal"):                          

  8. The corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Restated   
  Certificate of Incorporation, and other provisions authorized by the laws of
 the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or 
  any other persons whomsoever by and pursuant to this Restated Certificate of
Incorporation in its present form or as hereafter amended are granted     
subject to the rights reserved in this article.                           

 The text of the proposed Restated Certificate, which includes the Technical
Amendments Proposal and the other amendments described in this Proxy Statement, 
is attached as Exhibit A to this Proxy Statement. Copies of the Existing        
Certificate are available for inspection at the principal executive offices of  
the Company and will be sent to any stockholder upon written request. If all of 
the proposed amendments to the Existing Certificate are adopted, the Restated   
Certificate will become effective upon filing of the Restated Certificate with  
the Secretary of State of the State of Delaware.                                

Purpose and Effect of Proposed Technical Amendments                             

The Board of Directors does not consider the Technical Amendments Proposal
to be material changes to the Existing Certificate. The last sentence of        
Section 4(b)(B)(5) in the Existing Certificate refers to "vacancies" resulting  
from an increase in the authorized number of directors. As a technical matter,  
the use of the word "vacancy" in that context is improper. The proposed         
amendment to Section 4(b)(B)(5) would replace the term "vacancy" with the more  
appropriate term, "newly created directorship," and make corresponding changes  
to the sentence to clarify the intent of the limitation on the power of the     
Board of Directors to fill newly-created directorships.                         

Although the Existing Certificate contains no express reservation of the  
right of the Company to amend, alter, change or repeal any provision, such      
right is explicit in section 242 of the General Corporation Law of the State of 
Delaware. The proposed amendment to add a new Section 8 is intended to update   
the Existing Certificate with a provision commonly employed by Delaware         
corporations and does not purport to alter the rights of the stockholders under 
the Existing Certificate.                                                       

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Vote Required                                                                   

 The affirmative vote of a majority of the Voting Power of the Company (with
the holders of Class A Common Stock having one-tenth of a vote for each share   
of Class A Common Stock and the holders of Class B Common Stock having one vote 
for each share Class B Common Stock) is required to approve the Technical       
Amendments Proposal.                                                            

--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR the Technical Amendments  
Proposal. 
--------------------------------------------------------------------------------

V. OTHER MATTERS  

  At the date of this Proxy Statement, the Board of Directors does not know of
any business to be presented for consideration at the meeting other than that   
described above. If any other business should properly come before the meeting, 
including, without limitation, if submitted to a vote of the stockholders, a    
motion to adjourn the special meeting to another time or place for the purpose  
of soliciting additional proxies, the shares represented by Proxies will be     
voted in accordance with the judgment of the persons named in such Proxies.     

  Stockholders of record on December 24, 2001 may obtain copies without charge
of the Company's annual report on Form 10-K (excluding exhibits) filed with the 
SEC by contacting:                                                              

Bio-Rad Laboratories, Inc.  
Attn: Corporate Secretary 
1000 Alfred Nobel Drive 
Hercules, CA 94547  

http://www.bio-rad.com  

STOCKHOLDER PROPOSALS 

If you want the Company to consider including a proposal in the proxy     
statement for next year's annual meeting, you must deliver it in writing to     
Bio-Rad Laboratories, Inc. at 1000 Alfred Nobel Drive, Hercules, California     
94547, Attention: Secretary, no later than December 31, 2001.                   

If you want to present a proposal at next year's annual meeting but do not
wish to have it included in the Company's proxy statement, you must submit it   
in writing to the Company at the above address by March 11, 2002.               

                        By order of the Board of Directors
                BIO-RAD LABORATORIES, INC.

                  SANFORD S. WADLER, Secretary

Hercules, California                                                            
January 2, 2002                                                                 

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APPENDIX A  

RESTATED  
CERTIFICATE OF INCORPORATION  
OF  
BIO-RAD LABORATORIES, INC.  
(a Delaware Corporation)  

 The original Certificate of Incorporation of the corporation was filed with
the Secretary of State of Delaware on March 10, 1975 and a restated Certificate 
of Incorporation was filed on April 25, 1989. The following Restated            
Certificate of Incorporation (the "Restated Certificate") has been duly adopted 
by the Board of Directors and the Stockholders pursuant to Sections 242 and 245 
of the Delaware General Corporation Law.                                        

1. The name of the corporation is BIO-RAD LABORATORIES, INC.              

2. The address of its registered office in the State of Delaware is       
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County 
of New Castle. The name of its registered agent at such address is The          
Corporation Trust Company.                                                      

3. The nature of the business or purposes to be conducted or promoted is: 

Specifically, to engage in the research, development, manufacture and     
marketing of chemicals, chemical compounds and products and related instruments 
and apparatus.                                                                  

  Generally to conduct and carry on the business of manufacturing, selling and
distributing chemicals, chemical preparations, compounds, and materials of      
every kind and description and all instruments, apparatus, articles and         
products related thereto; and to purchase, manufacture, produce, refine, mine   
or otherwise acquire, invest in, own, hold, use, mortgage, pledge, sell,        
assign, transfer, or otherwise dispose of, trade and deal in and with, any and  
all kinds of chemicals and source materials, ingredients, mixtures,             
derivatives, and compounds thereof, and any and all kinds of products of which  
any of the foregoing constitutes an ingredient or in the production of which    
any of the foregoing is used, including, without limitation, industrial         
chemicals of all kinds.                                                         

To engage in any lawful act or activity for which corporations may be     
organized under the General Corporation Law of Delaware.                        

4. (a) The total number of shares of all classes of stock which the       
corporation shall be authorized to issue is 77,500,000 shares, divided into     
three classes of shares of stock as follows: 50,000,000 shares of Class A       
Common Stock, par value $0.0001 per share ("Class A Common"), 20,000,000 shares 
of Class B Common Stock, par value $0.0001 per share ("Class B Common"), and    
7,500,000 shares of Preferred Stock, par value $0.0001 per share ("Preferred    
Stock")./(1)/                                                                   

--------                                                                        
(1)If the Authorized Shares Proposal is not approved, then the number of shares 
  of all classes of stock which the Company shall be authorized to issue shall
  remain unchanged from the Existing Certificate. If the Par Value Proposal is
not approved, then the par value of all classes of stock which the Company
 is authorized to issue will remain unchanged from the Existing Certificate.
If neither the Authorized Shares Proposal nor the Par Value Proposal are  
approved, then Section 4(a) will remain unchanged from the Existing       
Certificate, which currently provides:                                    

 This corporation is authorized to issue three classes of shares of stock to
 be designated "Class A Common", "Class B Common" and "Preferred." The total
 number of shares that this corporation is authorized to issue is 23,300,000
and the aggregate par value of all such share is $23,300,000. Fifteen     
  million of the shares shall be Class A Common shares of a par value of $1.00
each. Six million of the shares shall be Class B Common shares of a par   
 value of $1.00 per share. Two million, three hundred thousand of the shares
shall be Preferred shares of a par value of $1.00 per share.              

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      (b) Except as set forth in this Article 4.(b), the Class A Common shares
and Class B Common shares shall be identical in all respects and shall have     
equal rights and privileges.                                                    

A. Dividends.                                               

        (1) Subject to paragraph (2) of this paragraph A, whenever a
dividend is paid to holders of Class B Common shares, the corporation shall     
also pay to holders of Class A Common shares a dividend at least equal in       
amount per share. The corporation may pay dividends to holders of Class A       
Common shares in excess of dividends paid, or without paying dividends, to      
holders of Class B Common shares.                                               

         (2) If at any time a dividend is to be paid in Class B Common
shares or Class A Common shares (a "Stock Dividend"), such Stock Dividend may   
be declared and paid only as follows:                                           

             (i) So long as no Class A Common shares have been issued or
are outstanding, Class A Common shares may be paid to holders of Class B Common 
shares; or                                                                      

              (ii) Class A Common shares may be paid to holders of Class A
Common shares and Class B Common shares may be paid to holders of Class B       
Common shares.                                                                  

Whenever a Stock Dividend is paid, the same number of shares shall be paid in   
respect of each outstanding Class A or Class B Common share. The corporation    
shall not combine or subdivide shares of either of such classes without at the  
same time making a proportionate combination or subdivision of shares of the    
other of such classes.                                                          

        B. Voting. The holders of Class B Common shares shall have exclusive
voting power except as may be provided to holders of the Preferred shares       
pursuant to Article 4.(c) of this Restated Certificate and except as follows:   

         (1) With respect to the election of directors, the holders of
Class A Common shares voting as a separate class shall be entitled to elect     
that number of directors which constitutes twenty-five percent of the           
authorized number of members of the Board of Directors and, if such twenty-five 
percent is not a whole number, then the holders of Class A Common shares shall  
be entitled to elect the nearest higher whole number of directors that is at    
least twenty-five percent of such membership. Holders of Class B Common shares  
voting as a separate class, subject to voting rights that may be granted to     
holders of Preferred shares pursuant to Article 4.(c) of this Restated          
Certificate shall be entitled to elect the remaining directors. Unless, and to  
the extent that, the by-laws of the corporation shall so require, the election  
of directors of the corporation need not be by written ballot./(2)/             

         (2) The holders of Class A Common shares shall be entitled to
vote as a separate class on the removal, with or without cause, of any director 
elected by the holders of Class A Common shares and the holders of Class B      
Common shares (subject to voting rights of Preferred shares granted pursuant to 
Article 4.(c) of this Restated Certificate) shall be entitled to vote as a      
separate class on the removal, with or without cause, of any director elected   
by the holders of Class B Common shares; provided that any director may be      
removed for cause by vote of the holders of the Class A and Class B Common      
shares voting as a single class, in which event the holders of Class A Common   
shares shall have one-tenth vote per share and the holders of Class B Common    
shares shall have one vote per share.                                           

           (3) The holders of the Class A Common shares and the holders of
the Class B Common shares shall be entitled to vote as separate classes on such 
other matters as may be required by law or this Restated Certificate to be      
submitted to such holders voting as separate classes.                           

             (4) The holders of Class A and Class B Common shares shall in all
matters not specified in paragraph (1), (2) or (3) of this paragraph B vote     
together as a single class (subject to voting rights that may be granted to any 
holders of Preferred shares pursuant to Article 4.(c) of this Restated          
Certificate); provided that the holders of Class A Common shares shall have     
one-tenth of a vote for each share and the holders of Class B Common shares     
shall have one vote for each share.                                             

--------                                                                        
(2)This sentence will be included in the Restated Certificate only if the       
Written Ballot Proposal is approved.                                      

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      (5) Any vacancy in the office of a director elected by the
holders of the Class A Common shares may be filled by a vote of such holders    
voting as a separate class and any vacancy in the office of a director elected  
by the holders of the Class B Common shares may be filled by a vote of such     
holders voting as a separate class (subject to voting rights of the Preferred   
shares granted pursuant to Article 4.(c) of this Restated Certificate) and, in  
the absence of a stockholder vote, in the case of a vacancy in the office of a  
director elected by either class, such vacancy may be filled by the remaining   
directors as provided in the by-laws. Any director elected by the Board of      
Directors to fill a vacancy shall serve until the next annual meeting of the    
stockholders and until his or her successor has been chosen and has qualified.  
If permitted by the by-laws, the Board of Directors may increase the number of  
directors, and any newly created directorships so created may be filled by the  
Board of Directors; provided that, so long as the holders of Class A Common     
shares have the rights provided in paragraphs B.(1) and B.(5) of this Article   
4.(b) in respect of the next previous annual meeting of stockholders, the Board 
of Directors may be so enlarged by the Board of Directors only to the extent    
that at least twenty-five percent of the enlarged Board consists of directors   
elected (a) by the holders of the Class A Common shares, (b) by persons         
appointed to fill vacancies created by the death, resignation or removal of     
persons elected by the holders of the Class A Common shares, (c) by directors   
elected by the holders of the Class A Common shares, or (d) by persons elected  
to fill newly created directorships in the manner provided by clauses (a), (b)  
or (c) above./(3)/                                                              

           (6) The Class A Common shares will not have the rights to elect
directors set forth in paragraphs B.(1) and B.(5) of this Article 4.(b) if, on  
the record date for any stockholder meeting at which directors are to be        
elected, the number of issued and outstanding Class A Common shares is less     
than ten percent of the aggregate number of issued and outstanding Class A      
Common shares and Class B Common shares. In such case, all directors to be      
elected at such meeting shall be elected by holders of Class A Common shares    
and Class B Common shares voting together as a single class (subject to voting  
rights that may be granted to any holders of Preferred shares pursuant to       
Article 4.(c) of this Restated Certificate); provided that, with respect to     
said election, the holders of Class A Common shares shall have one-tenth of a   
vote for each share and the holders of Class B Common shares shall have one     
vote for each share.                                                            

             (7) Notwithstanding anything in this paragraph B to the contrary,
the holders of Class A Common shares shall have exclusive voting power an all   
matters, except as may be provided to holders of the Preferred shares pursuant  
to Article 4.(c) of this Restated Certificate, at any time when no Class B      
Common shares are issued and outstanding.                                       

        C. Conversion. Each holder of record of Class B Common shares may at
any time or from time to time, in such holder's sole discretion and at such     
holder's option, convert any whole number or all of such holder's Class B       
Common shares into fully paid and non-assessable Class A Common shares at the   
rate (subject to adjustment as hereinafter provided) of one Class A Common      
share for each Class B Common share surrendered for conversion. Any such        
conversion may be effected by any holder of Class B Common shares surrendering  
such holder's certificate or certificates for the Class B Common shares to be   
converted, duly endorsed, at the office of the corporation or any transfer      
agent for the Class B Common shares, together with a written notice to the      
corporation at such office that such holder elects to convert all or a          
specified number of Class B Common shares and stating the name or names in      
which such holder desires the certificate or certificates                       

--------                                                                        
(3)If the Technical Amendments Proposal is not approved, then the last sentence 
of this Section 4(b)(B)(5) will remain unchanged from the Existing        
Certificate, which currently provides:                                    

 If permitted by the by-laws, the Board of Directors may increase the number
of directors and any vacancies so created may be filled by the Board of   
Directors; provided that, so long as the holders of Class A Common shares 
  have the rights provided in paragraphs B.(1) and B.(5) of this Article 4.(b)
  in respect of the next previous annual meeting of stockholders, the Board of
Directors may be so enlarged by the Board of Directors only to the extent 
that at least twenty-five percent of the enlarged Board consists of       
 directors elected by the holders of the Class A Common shares or by persons
 appointed to fill vacancies created by the death, resignation or removal of
persons elected by the holders of the Class A Common shares.              

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for such Class A Common shares to be issued. Promptly thereafter, the           
corporation shall issue and deliver to such holder or such holder's nominee or  
nominees, a certificate or certificates for the number of Class A Common shares 
to which such holder shall be entitled as aforesaid. Such conversion shall be   
deemed to have been made at the close of business on the date of such surrender 
and the person or persons entitled to receive the Class A Common shares         
issuable on such conversion shall be treated for all purposes as the record     
holder or holders of such Class A Common shares on that date.                   

  The number of Class A Common shares into which the Class B Common shares may
be converted shall be subject to adjustment from time to time in the event of   
any capital reorganization reclassification of the stock of the corporation,    
consolidation or merger of the corporation with or into another corporation or  
sale or conveyance of all or substantially all of the assets of the corporation 
to another corporation or other entity or person. Each Class B Common share     
shall thereafter be convertible into such kind and amount of securities or      
other assets, or both, as are issuable or distributable in respect of the       
number of Class A Common shares into which each Class B Common share is         
convertible immediately prior to such reorganization, reclassification,         
consolidation, merger, sale or conveyance. In any such case, appropriate        
adjustments shall be made by the Board of Directors of the corporation in the   
application of the provisions herein set forth with respect to the rights and   
interests thereafter of the holders of Class B Common shares, to the end that   
the provisions set forth herein (including provisions for adjustment of the     
conversion rate) shall thereafter be applicable, as nearly as reasonably may    
be, in relation to any securities or other assets thereafter deliverable on     
conversion of the Class B Common shares.                                        

No fraction of a Class A Common share shall be issued on conversion of any
Class B Common share but, in lieu thereof, the corporation shall pay in cash    
therefor the pro rata fair market value of any such fraction. Such fair market  
value shall be based, in the case of publicly traded securities, on the last    
sale price for such securities on the business day next prior to the date such  
fair market value is to be determined (or, in the event no sale is made on that 
day, the average of the closing bid and asked prices for that day on the        
principal stock exchange on which Class A Common shares are traded or, if the   
Class A Common shares are not then listed on any national securities exchange,  
the average of the closing bid and asked prices for that day quoted by the      
NASDAQ System) or, in the case of other property, the fair market value on such 
day determined by a qualified independent appraiser expert in evaluating such   
property and appointed by the Board of Directors of the corporation. Any such   
determination of fair market value shall be final and binding on the            
corporation and on each holder of Class B Common shares or Class A Common       
shares.                                                                         

The corporation shall at all times reserve and keep available out of the  
authorized and unissued Class A Common shares, solely for the purpose of        
effecting the conversion of the outstanding Class B Common shares, such number  
of Class A Common shares as shall from time to time be sufficient to effect the 
conversion of all outstanding Class B Common shares and if, at any time, the    
number of authorized and unissued Class A Common shares shall not be sufficient 
to effect conversion of the then outstanding Class B Common shares, the         
corporation shall take such corporate action as may be necessary to increase    
the number of authorized and unissued Class A Common shares to such number as   
shall be sufficient for such purposes.                                          

          (c) The Preferred shares may be issued from time to time in one or
more series. The Board of Directors is hereby authorized to fix or alter the    
designations, preferences, and relative, participating, optional or other       
special rights, and qualifications, limitations or restrictions, of such        
Preferred shares, including without limitation of the generality of the         
foregoing, dividend rights, dividend rates, conversion rights, voting rights,   
rights and terms of redemption (including sinking fund provisions), the         
redemption price or prices and liquidation preferences of any wholly unissued   
series of Preferred shares, and the number of shares constituting any such      
series and the designation thereof, or any of them; and to increase or decrease 
the number of shares of that series, but not below the number of shares of such 
series then outstanding. In case the number of shares of any series shall be so 
decreased, the shares constituting such decrease shall resume the status which  
they had prior to the adoption of the resolution originally fixing the number   
of shares of such series.                                                       

5. The corporation is to have perpetual existence.                        

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 6. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the     
by-laws of the corporation.                                                     

7. A director of the corporation shall not be personally liable to the    
corporation or any stockholder for monetary damages for breach of fiduciary     
duty as a director, except for liability (i) for any breach of the director's   
duty of loyalty to the corporation or its stockholders, (ii) for acts or        
omissions not in good faith or which involve intentional misconduct or a        
knowing violation of law, (iii) under section 174 of the Delaware General       
Corporation Law, or (iv) for any transaction from which the director derived an 
improper personal benefit. If the Delaware General Corporation Law is amended   
after approval by the stockholders of this Article 7 to authorize corporate     
action further eliminating or limiting the personal liability of directors,     
then the liability of a director of the corporation shall be eliminated or      
limited to the fullest extent permitted by the Delaware General Corporation     
Law, as so amended. Any repeal or modification of any provision of this Article 
7 by the stockholders of the corporation shall not adversely affect any right   
or protection of a director of the corporation existing at the time of such     
repeal or modification.                                                         

  8. The corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Restated         
Certificate of Incorporation, and other provisions authorized by the laws of    
the State of Delaware at the time in force may be added or inserted, in the     
manner now or hereafter prescribed by law; and all rights, preferences and      
privileges of whatsoever nature conferred upon stockholders, directors or any   
other persons whomsoever by and pursuant to this Restated Certificate of        
Incorporation in its present form or as hereafter amended are granted subject   
to the rights reserved in this article./(4)/                                    

--------                                                                        
(4)This section will be included in the Restated Certificate only if the        
Technical Amendments Proposal is approved.                                

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IN WITNESS WHEREOF, the undersigned have executed this certificate as of  
, 2002.                                               

                                             -------------------------------
                                       David Schwartz, President

                                             -------------------------------
                                          Sanford S. Wadler, Secretary

 The undersigned, the President and Secretary of Bio-Rad Laboratories, Inc.,
a Delaware corporation, declare under penalty of perjury that the matters set   
out in the foregoing Restated Certificate of Incorporation are true of their    
own knowledge.                                                                  

                                             -------------------------------
                                       David Schwartz, President

                                             -------------------------------
                                          Sanford S. Wadler, Secretary

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PROXY                                                                           
CLASS A STOCK                                                                   

BIO-RAD LABORATORIES, INC.

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 FOR THE SPECIAL MEETING OF STOCKHOLDERS

FEBRUARY 4, 2002

  The undersigned does hereby appoint David Schwartz and Sanford S. Wadler
and each of them, attorneys-in-fact and agents with full powers of substitution,
for and in the name, place and stead of the undersigned, to vote as proxies or  
proxy all the shares of Class A Common Stock of Bio-Rad Laboratories, Inc.      
("Bio-Rad"), to be held at the Company's corporate offices, 1000 Alfred Nobel   
Drive, Hercules, California, on Monday, February 4, 2002 at 4:00 p.m., Pacific  
Time, and at any and all adjournments or postponements thereof including, if    
submitted to a vote of the stockholders, a motion to adjourn the special meeting
to another time or place for the purpose of soliciting additional proxies:      

PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
 USING THE ENCLOSED ENVELOPE

(Continued and to be signed on the reverse side.) 

    This proxy will be voted as specified below. If no voting instructions are
indicated with respect to one or more of the proposals, the proxy will be voted 
in favor of the proposal(s). This proxy confers authority for each of the       
persons indicated on the reverse to vote in his discretion on other matters     
which may properly come before the meeting. The Board of Directors recommends a 
Vote FOR Items 1, 2, 3 and 4.                                                   

   1.  AUTHORIZED SHARES PROPOSAL To approve an amendment to the certificate
      of incorporation of the Company to increase the authorized number of
  shares of capital stock from 23,300,000 to 77,500,000 shares, by
        increasing the number of authorized shares of our Class A Common Stock
       from 15,000,000 shares to 50,000,000 shares, increasing the number of
        authorized shares of our Class B Common Stock from 6,000,000 shares to
     20,000,000 shares and increasing the number of authorized shares of
Preferred Stock from 2,300,000 to 7,500,000 shares.           

For          Against           Abstain                      
[_]            [_]               [_]                        

2.  PAR VALUE PROPOSAL To approve an amendment to the certificate of  
     incorporation of the Company to reduce the par value of each of the
     Class A Common Stock, Class B Common Stock and Preferred Stock from
$1.00 per share to $.0001 per share.                          

For          Against           Abstain                      
[_]            [_]               [_]                        

   3.  WRITTEN BALLOT PROPOSAL To approve an amendment to the certificate of
        incorporation of the Company to eliminate the current requirement that
all elections of directors be conducted by written ballot.    

For          Against           Abstain                      
[_]            [_]               [_]                        

4.  TECHNICAL AMENDMENTS PROPOSAL To approve an amendment to the      
       certificate of incorporation of the Company to make certain technical
amendments.                                                   

For          Against           Abstain                      
[_]            [_]               [_]                        

Dated:                                                                
-----------------------------------------------           

Signature:                                                            
-------------------------------------------       

DEFR14A
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Signature,                                                            
If held jointly:                                                      
       ---------------------------------------------

Receipt of the Notice of Special Meeting of Stockholders and proxy statement is 
hereby confirmed.                                                               
Please sign exactly as your name appears hereon or on the stock certificate.    
Executors, administrators or trustees should indicate their capacities. If stock
is held in joint names, both registered holders should sign. No witness or      
notarization is necessary.                                                      

--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\

 YOUR VOTE IS IMPORTANT!

PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

DEFR14A
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PROXY                                                                           
CLASS B STOCK                                                                   

BIO-RAD LABORATORIES, INC.

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 FOR THE SPECIAL MEETING OF STOCKHOLDERS

FEBRUARY 4, 2002

  The undersigned does hereby appoint David Schwartz and Sanford S. Wadler
and each of them, attorneys-in-fact and agents with full powers of substitution,
for and in the name, place and stead of the undersigned, to vote as proxies or  
proxy all the shares of Class B Common Stock of Bio-Rad Laboratories, Inc.      
("Bio-Rad"), to be held at the Company's corporate offices, 1000 Alfred Nobel   
Drive, Hercules, California, on Monday, February 4, 2002 at 4:00 p.m., Pacific  
Time, and at any and all adjournments or postponements thereof including, if    
submitted to a vote of the stockholders, a motion to adjourn the special        
meeting to another time or place for the purpose of soliciting additional       
proxies:                                                                        

PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
 USING THE ENCLOSED ENVELOPE

 (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)

This proxy will be voted as specified below. If no voting instructions are      
indicated with respect to one or more of the proposals, the proxy will be voted 
in favor of the proposal(s). This proxy confers authority for each of the       
persons indicated on the reverse to vote in his discretion on other matters     
which may properly come before the meeting. The Board of Directors recommends a 
Vote FOR Items 1, 2, 3 and 4.                                                   

   1.  AUTHORIZED SHARES PROPOSAL To approve an amendment to the certificate
      of incorporation of the Company to increase the authorized number of
  shares of capital stock from 23,300,000 to 77,500,000 shares, by
        increasing the number of authorized shares of our Class A Common Stock
       from 15,000,000 shares to 50,000,000 shares, increasing the number of
        authorized shares of our Class B Common Stock from 6,000,000 shares to
     20,000,000 shares and increasing the number of authorized shares of
Preferred Stock from 2,300,000 to 7,500,000 shares.           

For            Against           Abstain                    
[_]              [_]               [_]                      

2.  PAR VALUE PROPOSAL To approve an amendment to the certificate of  
     incorporation of the Company to reduce the par value of each of the
     Class A Common Stock, Class B Common Stock and Preferred Stock from
$1.00 per share to $.0001 per share.                          

For            Against           Abstain                    
[_]              [_]               [_]                      

   3.  WRITTEN BALLOT PROPOSAL To approve an amendment to the certificate of
        incorporation of the Company to eliminate the current requirement that
all elections of directors be conducted by written ballot.    

For            Against           Abstain                    
[_]              [_]               [_]                      

4.  TECHNICAL AMENDMENTS PROPOSAL To approve an amendment to the      
       certificate of incorporation of the Company to make certain technical
amendments.                                                   

For            Against           Abstain                    
[_]              [_]               [_]                      

Dated:                                                                
----------------------------------------------------      

Signature:                                                            
------------------------------------------------  

DEFR14A
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Signature,                                                            
If held jointly:                                                      
          ------------------------------------------------

Receipt of the Notice of Special Meeting of Stockholders and proxy statement is 
hereby confirmed.                                                               
Please sign exactly as your name appears hereon or on the stock certificate.    
Executors, administrators or trustees should indicate their capacities. If stock
is held in joint names, both registered holders should sign. No witness or      
notarization is necessary.                                                      

--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\

 YOUR VOTE IS IMPORTANT!

PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		3/11/02		12
		2/4/02		2		21			DEFS14A,  PRES14A
Filed on:		1/4/02
		1/2/02		2		12
		12/31/01		12					10-K
		12/24/01		2		12
		12/20/01		5
		12/18/01		6
		8/15/01		7
		2/14/01		6					SC 13G/A
		2/2/01		6					SC 13G
									List all Filings