Bard C R Inc/NJ – ‘S-3’ on 6/14/96

As of:  Friday, 6/14/96   ·   Accession #:  9892-96-13   ·   File #:  333-05997

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         23±   106K 
                          Pursuant to a Transaction                              
 2: EX-1.1      Underwriting Agreement                                23±   103K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws     10±    40K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders    66±   288K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders     5±    20K 
 6: EX-5.1      Opinion re: Legality                                   2±    13K 
 7: EX-12.1     Statement re: Computation of Ratios                    2±    11K 
 8: EX-23.1     Consent of Experts or Counsel                          1      6K 
 9: EX-24.1     Power of Attorney                                      2±    11K 
10: EX-25.1     Statement re: Eligibility of Trustee                   5±    23K 

S-3   —   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

As filed with the Securities and Exchange Commission on June 14, 1996 
                                     Registration No. 333-
________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________ 
FORM S-3
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
_________________________ 
C. R. BARD, INC.
(Exact name of registrant as specified in its charter)
                                    
                                                                [Download Table]
                                        

                                                                          
            New Jersey                             22-1454160             
  (State or other jurisdiction        (I.R.S. employer identification no.)
of incorporation or organization)                                         
          
730 Central Avenue
Murray Hill, New Jersey 07974 
(908) 277-8000
(Address, including zip code, and telephone number, 
including area code, of registrant's principal executive offices) 
_________________________ 

Richard A. Flink, Esq.
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey  07974
(908) 277-8000
(Name, address, including zip code, and telephone 
number, including area code, of agent for service)
_________________________ 
Copies to:

                                                                [Download Table]

                                                              
  Philip T. Ruegger III                   Richard Truesdell   
Simpson Thacher & Bartlett              Davis Polk & Wardwell 
   425 Lexington Avenue                 450 Lexington Avenue  
 New York, New York 10017             New York, New York 10017

_________________________ 
Approximate date of commencement of proposed sale to public:  From time to time 
after the Registration Statement becomes effective.                             

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. / /                                                                        
  If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, other than securities offered only in connection with dividend or      
interest reinvestment plans, please check the following box. /x/                

 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following    
box and list the Securities Act registration statement number of the earlier    
effective registration statement for the same offering. / /                     
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the           
Securities Act registration statement number of the earlier effective           
registration statement for the same offering. / /                               
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /                                             

_________________________ 

CALCULATION OF REGISTRATION FEE 

                                                                [Download Table]

                                  Proposed Maximum                           
    Title of Securities              Aggregate                 Amount of     
      to be Registered           Offering Price<F1>      Registration Fee<F2>
                                                                             
Debt Securities . . . . . .         $200,000,000                $68,966      

[FN]                                                                            
<F1> In U.S. Dollars or the equivalent thereof if denominated in one or more    
foreign currencies or foreign currency units.                         
<F2> Calculated in accordance with Rule 457(o) under the Securities Act.        

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant      
shall file a further amendment which specifically states that this Registration 
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until this Registration Statement shall become    
effective on such date as the Securities and Exchange Commission, acting        
pursuant to said Section 8(a), may determine.                                   

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

Information contained herein is subject to completion or amendment. A           
registration statement relating to these securities has been filed with the     
Securities and Exchange Commission. These securities may not be sold nor may    
offers to buy be accepted prior to the time the registration statement becomes  
effective. This prospectus shall not constitute an offer to sell or the         
solicitation of an offer to buy nor shall there be any sale of these securities 
in any State in which such offer, solicitation or sale would be unlawful prior  
to registration or qualification under the securities laws of any such State.   
------------------------------------------------------------------------------  

SUBJECT TO COMPLETION, DATED JUNE 14, 1996

C. R. Bard, Inc.

Debt Securities 

_________________________ 

C. R. Bard, Inc. (the "Company") may offer from time to time
unsecured debt securities ("Debt Securities") consisting of debentures, notes   
and/or other evidences of unsecured indebtedness in one or more series, or any  
combination of the foregoing, at an aggregate initial offering price not to     
exceed $200,000,000, or its equivalent if some or all of the Debt Securities    
are denominated in one or more foreign currencies, at prices and on terms to be 
determined at or prior to the time of sale in light of market conditions at the 
time of sale.                                                                   

        Specific terms of the particular Debt Securities in respect of which
this Prospectus is being delivered will be set forth in one or more             
accompanying Prospectus Supplements (each a "Prospectus Supplement"), together  
with the terms of the offering of the Debt Securities and the initial price and 
the net proceeds to the Company from the sale thereof. The Prospectus           
Supplement will set forth with regard to the particular Debt Securities,        
without limitation, the following: the specific designation, aggregate          
principal amount, authorized denomination, maturity, rate or method of          
calculation of interest and dates for payment thereof, any exchangeability,     
conversion, redemption, prepayment or sinking fund provisions, the currency or  
currencies or currency unit or currency units in which principal, premium, if   
any, or interest, if any, is payable, any modifications of or additions to the  
covenants described in this Prospectus and any other specific terms thereof.    
The amounts payable by the Company in respect of Debt Securities may be         
calculated by reference to the value, rate or price of one or more specified    
commodities, currencies or indices to the extent set forth in the Prospectus    
Supplement. The Prospectus Supplement will also contain information, where      
applicable, about certain United States federal income tax considerations       
relating to the Debt Securities covered by the Prospectus Supplement.           

     The Company may sell the Debt Securities directly, through agents
designated from time to time or through underwriters or dealers. If any agents  
of the Company or any underwriters or dealers are involved in the sale of the   
Debt Securities, the names of such agents, underwriters or dealers, any         
applicable commissions and discounts, and the net proceeds to the Company will  
be set forth in the applicable Prospectus Supplement. See "Plan of              
Distribution" for possible indemnification arrangements for agents,             
underwriters and dealers.                                                       
_________________________ 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND  
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE    
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES    
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF      
THIS PROSPECTUS. ANY REPRESENTATION TO THE      
CONTRARY IS A CRIMINAL OFFENSE.     

_________________________ 

This Prospectus may not be used to consummate sales of
Debt Securities unless accompanied by a Prospectus Supplement.

The date of this Prospectus is        , 1996. 

        No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection with 
the offering described herein, and, if given or made, such other information or 
representation must not be relied upon as having been authorized by the Company 
or by any underwriter, dealer or agent.  This Prospectus does not constitute an 
offer to sell, or a solicitation of an offer to buy any of the securities       
offered hereby in any jurisdiction where, or to any person to whom, it is       
unlawful to make such offer or solicitation.  Neither the delivery of this      
Prospectus nor any sale made hereunder shall, under any circumstances, create   
an implication that there has not been any change in the facts set forth in     
this Prospectus or change in the affairs of the Company at any time subsequent  
to the date hereof.                                                             

AVAILABLE INFORMATION 

   The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith files reports, proxy statements and other information with 
the Securities and Exchange Commission (the "Commission").  Such reports, proxy 
statements and other information can be inspected and copied at the public      
reference facilities maintained by the Commission at Room 1024, 450 Fifth       
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices  
at 7 World Trade Center, 13th Floor, New York, NY 10048 and Suite 1400, 500     
West Madison Street, Chicago, Illinois 60661.  Copies of such material can be   
obtained from the Public Reference Section of the Commission, 450 Fifth Street, 
N.W., Washington, D.C. 20549 at prescribed rates.  Such material may also be    
accessed electronically by means of the Commission's home page on the Internet  
at http://www.sec.gov.  The Company's common stock is listed on the New York    
Stock Exchange, and reports and other information herein can also be inspected  
at the office of the New York Stock Exchange, 20 Broad Street, New York, New    
York 10005.                                                                     

       The Company has filed a registration statement on Form S-3 (herein,
together with all amendments and exhibits, referred to as the "Registration     
Statement") under the Securities Act of 1933, as amended (the "Securities       
Act"), with respect to the Debt Securities being offered pursuant to this       
Prospectus. This Prospectus does not contain all of the information set forth   
in the Registration Statement, certain parts of which are omitted in accordance 
with the rules and regulations of the Commission. The Registration Statement    
may be inspected and copied at the public reference facilities maintained by    
the Commission at the addresses set forth in the preceding paragraph.           
Statements contained herein concerning the provisions of any documents are not  
necessarily complete and, in each instance that a copy of such document has     
been filed as an exhibit to the Registration Statement or otherwise filed with  
the Commission, reference is made to the copy so filed. Each such statement is  
qualified in its entirety by such reference.                                    

 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

   The following documents have been filed by the Company with the
Commission (File No. 1-06926) and are hereby incorporated herein by reference:  

              (1)  The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1995 (which incorporates by reference certain
                  information from the Company's Proxy Statement relating to
     the 1996 Annual Meeting of Shareholders); and

              (2)  The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.                   

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to  
the termination of this offering shall be deemed to be incorporated herein by   
reference.  Any statement contained in a document incorporated or deemed to be  
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Prospectus and the Registration Statement of which it is a 
part to the extent that a statement contained herein or in any other            
subsequently filed document which also is incorporated or deemed to be          
incorporated by reference herein modifies or supersedes such statement.  Any    
statement so modified or superseded shall not be deemed, except as so modified  
or superseded, to constitute a part of this Prospectus or such Registration     
Statement.                                                                      

      The Company undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon written or oral request 
of such person, a copy of any or all of the documents which have been or may be 
incorporated herein by reference, other than exhibits to such documents (unless 
such exhibits are specifically incorporated by reference into such documents).  
Requests for such copies should be directed to C. R. Bard, Inc., 730 Central    
Avenue, Murray Hill, New Jersey 07974, Attention: Investor Relations Department 
(telephone: (908) 277-8000).                                                    

THE COMPANY 

      The Company is a leading multinational developer, manufacturer and
marketer of health care products, and a pioneer in the development of           
disposable medical products for standardized procedures. The Company designs    
and manufactures medical, surgical, diagnostic and patient care devices which   
it markets worldwide to hospitals, individual health care professionals,        
extended care facilities and alternate site facilities.                         

         Surgical Products.  Currently, the Company's largest product group is
surgical products.  The Company's surgical products include specialty access    
catheters and ports; implantable blood vessel replacements; fabrics and meshes  
for vessel and hernia repair; surgical suction, irrigation and drainage         
products; devices for endoscopic, orthopedic and laparoscopic surgery; blood    
management devices; products for wound management and skin care; percutaneous   
feeding devices; and hemostasis products.                                       

   Cardiovascular Products.  Cardiovascular care devices currently
represent the Company's next largest product group.  The Company's line of      
cardiovascular products includes balloon angioplasty catheters used for         
nonsurgical treatment of obstructed arteries; steerable guidewires, guide       
catheters and inflation devices; angiography catheters and accessories;         
introducer sheaths; electrophysiology products including cardiac mapping and    
electrophysiology laboratory systems and diagnostic and temporary pacing        
electrode catheters; cardiopulmonary support systems; and blood oxygenators and 
related products used in open-heart surgery.                                    

         Urological Products.  The Company has historically been known for its
products in the urological field, where its Foley catheter is the leading       
device for bladder drainage. The Company offers a complete line of other        
urological products including procedural kits and trays and related urine       
monitoring and collection systems; biopsy and other cancer monitoring and       
detection products; urethral stents; and specialty devices for incontinence,    
ureteroscopic procedures and stone removal.                                     

     The principal executive offices of the Company are located at 730
Central Avenue, Murray Hill, New Jersey 07974. The telephone number is (908)    
277-8000.                                                                       

RATIO OF EARNINGS TO FIXED CHARGES

         The following table sets forth the ratio of earnings to fixed charges
of the Company for the periods indicated:                                       

                                                        [Enlarge/Download Table]


                                      Three Months                               Years                     
                                     Ended March 31,                       Ended December 31,              
                                    ----------------  -----------------------------------------------------
                                          1996           1995       1994       1993       1992       1991  
                                    ----------------  ---------   --------   --------   --------   --------
                                                                                                           
Ratio of Earnings to Fixed Charges       2.30<F1>        4.89       5.46       6.41       7.00       5.12  


____________________                                                            
[FN]                                                                            
<F1> During the three months ended March 31, 1996, the Company (i) received     
royalty payments of $9,900,000 related to sales of angioplasty balloon
catheter technology for prior periods, (ii) reorganized its global    
cardiology business and recorded a $31,000,000 write-down of assets   
related to its guidewire technology and (iii) recorded miscellaneous  
 charges amounting to $6,000,000 primarily related to legal settlements.
 Excluding the effect of these unusual items, for the three months ended
  March 31, 1996 earnings before taxes would have been $37,700,000 and the
ratio of earnings to fixed charges would have been 5.69.              

       For purposes of calculating the ratio of earnings to fixed charges,
earnings consist of income from continuing operations before income taxes and   
fixed charges (excluding capitalized interest) but excludes undistributed       
earnings of less than 50% owned companies carried at equity.  Fixed charges     
consist of interest on indebtedness, whether expensed or capitalized, and the   
portion of rental expense the Company believes to be representative of          
interest.                                                                       

USE OF PROCEEDS 

    Except as may otherwise be disclosed in an applicable Prospectus
Supplement, the net proceeds to the Company from the sale of the Debt           
Securities offered hereby are expected to be used for general corporate         
purposes, which may include financing capital expenditures and working capital  
requirements, stock repurchases, acquisitions or repayment or refinancing of    
existing indebtedness.  Pending application, proceeds may be invested in short- 
term, marketable securities.                                                    

DESCRIPTION OF DEBT SECURITIES  

     The Debt Securities will be unsecured obligations issued under an
Indenture, dated as of        , 1996 (the "Indenture"), between the Company and 
The Chase Manhattan Bank, N.A., as Trustee (the "Trustee").  The following      
summaries do not purport to be complete and are subject to the detailed         
provisions of the Indenture, a copy of which is filed as an exhibit to the      
Registration Statement.  Wherever particular provisions of the Indenture or     
terms defined therein are referred to, such provisions are incorporated by      
reference as part of the statements made herein, and such statements are        
qualified in their entirety by such reference to the provisions of the          
Indenture.  Capitalized terms used below and not otherwise defined are used as  
defined in the Indenture.  Section references are to the Indenture.             

General                                                                         

       The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that the Debt Securities 
may be issued from time to time in one or more series.  The Debt Securities     
will rank equally with all other unsecured and unsubordinated obligations of    
the Company.  Except as described under "-- Certain Restrictions on the         
Company," the Indenture does not limit other indebtedness or securities which   
may be incurred or issued by the Company or any of its subsidiaries or contain  
financial or similar restrictions on the Company or any of its subsidiaries.    
The Company's rights and the rights of its creditors, including holders of Debt 
Securities, to participate in any distribution of assets of any subsidiary of   
the Company upon the Subsidiary's liquidation or reorganization or otherwise    
are effectively subordinated to the claims of the subsidiary's creditors,       
except to the extent that the Company or any of its creditors may itself be a   
creditor of that subsidiary.                                                    

     Reference is made to the applicable Prospectus Supplement for the
following terms of and information relating to the Offered Debt Securities: (i) 
the designation of the Offered Debt Securities; (ii) the aggregate principal    
amount of the Offered Debt Securities; (iii) the date or dates on which         
principal of, and premium, if any, on, the Offered Debt Securities will be      
payable; (iv) the rate or rates (which may be fixed or variable) at which the   
Offered Debt Securities shall bear interest, if any, or the method by which     
such rate or rates shall be determined, the basis on which such interest, if    
any, shall be calculated if other than a 360-day year consisting of twelve 30-  
day months, the date or dates from which such interest, if any, will accrue and 
on which such interest, if any, will be payable and the related record dates;   
(v) if other than the offices of the Trustee, the place where the principal of, 
and premium, if any, and interest, if any, on, the Offered Debt Securities will 
be payable; (vi) any redemption, repayment or sinking fund provisions; (vii) if 
other than denominations of $1,000 or multiples thereof, the denominations in   
which the Offered Debt Securities will be issuable; (viii) if other than the    
principal amount thereof, the portion of the principal amount due upon          
acceleration; (ix) if other than U.S. dollars, the currency or currencies or    
currency unit or currency units in which the Offered Debt Securities will be    
denominated and in which principal of, and premium, if any, and interest, if    
any, on, the Offered Debt Securities will or may be payable; (x) any index used 
to determine the amount of payments or principal of, and premium, if any, and   
interest, if any, on, the Offered Debt Securities; (xi) the terms and           
conditions, if any, pursuant to which the Offered Debt Securities may be        
converted or exchanged for other securities of the Company or any other person; 
(xii) whether the Offered Debt Securities shall be issued in the form of one or 
more Global Securities; (xiii) the identity of any trustees, depositories,      
authenticating or paying agents, transfer agents or registrars with respect to  
the Offered Debt Securities  and (xiv) any other specific terms of the Offered  
Debt Securities (Section 2.3).                                                  

         The Debt Securities will be issued as registered securities either in
certificated form or in the form of one or more global securities under a book- 
entry system, as specified in the accompanying Prospectus Supplement.  See      
"--Book-Entry System."                                                          

       Unless otherwise specified in the applicable Prospectus Supplement,
principal and premium, if any, will be payable, and the Debt Securities will be 
transferable and exchangeable without any service charge, at the office of the  
Trustee.  However, the Company may require payment of the sum sufficient to     
cover any tax or other governmental charge, payable in connection with any such 
transfer or exchange (Sections 2.8 and 3.2).                                    

       Unless otherwise specified in the applicable Prospectus Supplement,
interest on any series of Debt Securities will be payable on the interest       
payment dates set forth in the applicable Prospectus Supplement to the persons  
in whose names the Debt Securities are registered at the close of business on   
the related record date and will be paid, at the option of the Company, by wire 
transfer or by checks mailed to such persons (Sections 2.7 and 3.1).            

If the Debt Securities are issued as Original Issue Discount
Securities (bearing no interest or interest at a rate which at the time of      
issuance is below market rates) to be sold at a substantial discount below      
their stated principal amount, the material United States federal income tax    
consequences and other special considerations applicable to such Original Issue 
Discount Securities will be generally described in the applicable Prospectus    
Supplement.                                                                     

        If any Debt Securities are sold for any foreign currency or currency
unit or if the principal of, or premium, if any, or interest, if any, on, any   
Debt Securities is payable in any foreign currency or currency unit, the        
restrictions, elections, tax consequences, specific terms and other information 
with respect to such Debt Securities and such foreign currency or currency unit 
will be set forth in the Prospectus Supplement relating thereto.                

       Unless otherwise described in the applicable Prospectus Supplement,
there are no covenants or provisions contained in the Indenture which afford    
the holders of the Debt Securities protection in the event of a highly-         
leveraged transaction involving the Company.                                    

Book-Entry System                                                               

 If so specified in the applicable Prospectus Supplement, Debt
Securities of any series may be issued under a book-entry system in the form of 
one or more global securities (each a "Global Security").  Each Global Security 
will be deposited with, or on behalf of, a depositary, which, unless otherwise  
specified in the applicable Prospectus Supplement, will be The Depository Trust 
Company, New York, New York (the "Depositary").  The Global Securities will be  
registered in the name of the Depositary or its nominee.                        

   The Depositary has advised the Company that the Depositary is a
limited purpose trust company organized under the laws of the State of New      
York, a "banking organization" within the meaning of the New York banking law,  
a member of the Federal Reserve System, a "clearing corporation" within the     
meaning of the New York Uniform Commercial Code and a "clearing agency"         
registered pursuant to the provisions of Section 17A of the Exchange Act.  The  
Depositary was created to hold securities of its participants and to facilitate 
the clearance and settlement of securities transactions among its participants  
through electronic book-entry changes in accounts of the participants, thereby  
eliminating the need for physical movement of securities certificates.  The     
Depositary's participants include securities brokers and dealers, banks, trust  
companies, clearing corporations and certain other organizations, some of which 
(and/or representatives of which) own the Depositary.  Access to the            
Depositary's book-entry system is also available to others, such as banks,      
brokers, dealers and trust companies that clear through or maintain a custodial 
relationship with a participant, either directly or indirectly.                 

       Upon the issuance of a Global Security, the Depositary will credit,
on its book-entry registration and transfer system, the respective principal    
amounts of the Debt Securities represented by such Global Security to the       
accounts of participants.  The accounts to be credited will be designated by    
the underwriters, dealers or agents, if any, or by the Company, if such Debt    
Securities are offered and sold directly by the Company.  Ownership of          
beneficial interests in a Global Security will be limited to participants or    
persons that may hold interests through participants.  Ownership of beneficial  
interests by participants in a Global Security will be shown on, and the        
transfer of that ownership interest will be effected only through, records      
maintained by the Depositary or its nominee (with respect to interests of       
participants) and on the records of participants (with respect to interests of  
persons other than participants).  The laws of some jurisdictions may require   
that certain purchasers of securities take physical delivery of such securities 
in certificated form.  Such laws may impair the ability to transfer beneficial  
interests in a Global Security.                                                 

         So long as the Depositary or its nominee is the registered owner of a
Global Security, the Depositary or such nominee, as the case may be, will be    
considered the sole owner or holder of the Debt Securities represented by such  
Global Security for all purposes under the Indenture.  Except as set forth      
below, owners of beneficial interests in such Global Security will not be       
entitled to have the Debt Securities represented thereby registered in their    
names, will not receive or be entitled to receive physical delivery of          
certificates representing the Debt Securities and will not be considered the    
owners or holders thereof under the Indenture.  Accordingly, each person owning 
a beneficial interest in such Global Security must rely on the procedures of    
the Depositary and, if such person is not a participant, on the procedures of   
the participant through which such person owns its interest, to exercise any    
rights of a holder under the Indenture.                                         

       Payment of principal of, and premium, if any, and interest, if any,
on, Debt Securities represented by a Global Security will be made to the        
Depositary or its nominee, as the case may be, as the registered owner and      
holder of the Global Security representing such Debt Securities.  None of the   
Company, the Trustee, any paying agent or registrar for such Debt Securities    
will have any responsibility or liability for any aspect of the records         
relating to or payments made on account of beneficial ownership interests in a  
Global Security or for maintaining, supervising or reviewing any records        
relating to such beneficial ownership interests.                                

       The Company expects that the Depositary or its nominee, as the case
may be, upon receipt of any payment of principal, premium or interest in        
respect of a Global Security, will immediately credit participants' accounts    
with payments in amounts proportionate to their respective beneficial interests 
in the principal amount of such Global Security as shown on the records of the  
Depositary or its nominee.  The Company also expects that payments by           
participants to owners of beneficial interests in such Global Security held     
through such participants will be governed by standing instructions and         
customary practices, as is now the case with securities held for the accounts   
of customers registered in "street name," and will be the responsibility of     
such participants.                                                              

     A Global Security may not be transferred except as a whole by the
Depositary to its nominee or by a nominee of the Depositary to the Depositary   
or another nominee of the Depositary or by the Depositary or its nominee to a   
successor of the Depositary or a nominee of such successor.  If the Depositary  
for a Global Security is at any time unwilling or unable to continue as         
depositary and a successor depositary is not appointed by the Company within 90 
days, the Company will issue Debt Securities in certificated form in exchange   
for all of the Global Securities representing such Debt Securities.  In         
addition, the Company may at any time and in its sole discretion determine not  
to have any Debt Securities represented by one or more Global Securities and,   
in such event, will issue Debt Securities in certificated form in exchange for  
all of the Global Securities representing such Debt Securities.  Further, if    
the Company so specifies with respect to the Debt Securities of a series, an    
owner of a beneficial interest in a Global Security representing Debt           
Securities of such series may, on terms acceptable to the Company and the       
Depositary, receive Debt Securities of such series in certificated form.  In    
any such instance, an owner of a beneficial interest in a Global Security will  
be entitled to physical delivery in certificated form of Debt Securities of the 
series represented by such Global Security equal in principal amount to such    
beneficial interest and to have such Debt Securities registered in its name     
(Section 2.8).                                                                  

Certain Restrictions on the Company                                             

Limitations on Liens                                                  

  So long as any Debt Securities remain outstanding, the Company
covenants that it will not, nor will it permit any Domestic Subsidiary to,      
incur, issue, assume or guarantee any Debt secured by any Mortgage on any       
Principal Property, or upon shares of stock or Debt of any Domestic Subsidiary, 
without effectively providing that the Debt Securities shall be secured equally 
and ratably with (or prior to) such secured Debt, so long as such secured Debt  
shall be so secured.                                                            

  The foregoing restrictions shall not apply to Debt secured by:

(i)   Mortgages on property, shares of stock or Debt of any 
   corporation existing at the time such corporation became a Domestic
       Subsidiary or merged or consolidated with or into the Company or any of
its Subsidiaries, or arising thereafter pursuant to contractual 
  commitments entered into prior to and not in contemplation of such
corporation's becoming a Domestic Subsidiary or merging or      
  consolidating with or into the Company or any of its Subsidiaries;

      (ii)   Mortgages in favor of the Company or any Domestic Subsidiary;

       (iii)   Mortgages in favor of the United States of America or any state
thereof or any political subdivision thereof, or in favor of any
foreign country or any political subdivision thereof, to secure 
     partial, progress, advance or other payments pursuant to any contract
    or statute and any other Mortgages incurred or assumed in connection
      with the issuance of any industrial revenue or private activity bonds;

       (iv)   Mortgages on property, shares of stock or Debt existing at the
 time of acquisition thereof or securing all or any portion of the
    purchase price thereof or securing all or any portion of the cost of
     construction or alteration of or improvement on any property that are
     created, or assumed contemporaneously with, or within 120 days after,
   such acquisition or completion of such construction or improvement;

       (v)   Mortgages existing on the first date on which a Debt Security
   is authenticated by the Trustee under the Indenture or provided for
under the terms of agreements existing on such date;            

  (vi)   Mortgages securing judgment or appeal bonds in respect of
amounts being contested in good faith pursuant to appropriate   
proceedings;                                                    

(vii)   Mortgages incurred or assumed in connection with taxes, 
       assessments, governmental changes or claims which are not delinquent or
which are being contested in good faith pursuant to appropriate 
proceedings;                                                    

(viii)   Mortgages arising by operation of law pursuant to Section
107(1) of the federal Comprehensive Environmental Response,     
    Compensation and Liability Act or any similar state law which do not
    secure any single obligation in an amount exceeding $10 million; and

        (ix)   extensions, renewals or replacements (or successive extensions,
 renewals or replacements), as a whole or in part, of any Mortgage
      referred to in the foregoing clauses (i) to (viii), inclusive (Section
3.6).  See "-- Exempted Debt" below.                            

Exempted Debt                                                         

      The Indenture provides that, notwithstanding the foregoing provisions,
the Company may, and may permit Domestic Subsidiaries to, incur, issue, assume  
or guarantee Debt secured by Mortgages not excepted as provided above without   
equally and ratably securing the Debt Securities; provided, however, that after 
so securing such Debt, the aggregate of all such secured Debt plus all          
Attributable Debt of the Company and its Domestic Subsidiaries in respect of    
sale and leaseback transactions would not exceed 10% of the Company's           
Consolidated Net Worth, as set forth in the most recent quarterly balance sheet 
of the Company and its consolidated subsidiaries (Section 3.6).                 

Limitations on Sales and Leasebacks                                   

       The Company covenants that it will not, nor will it permit any Domestic
Subsidiary to, enter into any arrangement with any lender or investor providing 
for the leasing by the Company or any Domestic Subsidiary for a period,         
including renewals, in excess of five years of any Principal Property which has 
been or is to be sold or transferred to such lender or investor, unless (i) the 
Company or such Domestic Subsidiary could create Debt secured by a Mortgage on  
the Principal Property to be leased in an amount equal to the Attributable Debt 
in such arrangement without equally and ratably securing the Debt Securities or 
(ii) the Company shall apply an amount equal to the greater of the net proceeds 
of the sale or the fair market value of the Principal Property at the time of   
entering into such arrangement to the retirement or repayment (other than at    
maturity or pursuant to a mandatory sinking fund or mandatory redemption        
provision) of Funded Debt (defined as indebtedness for money borrowed maturing  
more than 12 months after the date of the most recent quarterly balance sheet   
of the Company and its consolidated subsidiaries), subject to certain           
exceptions set forth in the Indenture (Section 3.7).                            

Consolidation; Merger; Sale of Assets                                 

    The Company covenants that it will not merge or consolidate with any
other corporation or sell or convey all or substantially all of its assets to   
any person, unless (i) either the Company shall be the continuing corporation   
or the successor corporation or the person which acquires substantially all of  
the assets of the Company shall be a corporation or entity organized under the  
laws of the United States or any state thereof and shall expressly assume the   
obligations of the Company under the Indenture and the Debt Securities and (ii) 
the Company or such successor corporation or entity, as the case may be, shall  
not, immediately after such merger or consolidation, or such sale or            
conveyance, be in default in the performance of any covenants or conditions of  
the Indenture (Section 9.1).                                                    

Certain Definitions                                                             

  The term "Attributable Debt" as defined in the Indenture means the
total net amount of rent required to be paid under a lease for the remaining    
term of such lease, discounted at the then-current weighted average rate per    
annum borne by the Debt Securities then Outstanding compounded semiannually;    
provided, however, that for the purposes of limitations on the Company and its  
Domestic Subsidiaries there shall not be any Attributable Debt in respect of a  
sale and leaseback transaction if (i) such sale and leaseback is entered into   
in connection with the issuance of industrial revenue or private activity       
bonds; (ii) the sale or transfer of the Principal Property leased pursuant to   
such sale and leaseback is made within a specified period after the later of    
its acquisition or construction; (iii) the Company or Domestic Subsidiary       
applies an amount equal to the net proceeds of the sale or transfer of a        
Principal Property leased pursuant to such sale and leaseback to investment in  
another Principal Property within one year prior to or subsequent to such sale  
or transfer; (iv) such sale and leaseback was entered into prior to the date    
the Person entering into such sale and leaseback, if other than the Company,    
(a) became a Domestic Subsidiary, (b) was merged into or consolidated with the  
Company or a Domestic Subsidiary or (c) sold or otherwise disposed of its       
properties substantially as an entirety to the Company or a Domestic            
Subsidiary; or (v) such sale and leaseback transaction is entered into between  
the Company and a Domestic Subsidiary or between Domestic Subsidiaries.         

    The term "Consolidated Net Worth" as defined in the Indenture means,
with respect to any Person as of any date, all amounts that would be included   
under stockholders' equity on a consolidated balance sheet of such Person       
determined in accordance with generally accepted accounting principles.         

   The term "Debt" as defined in the Indenture means any notes, bonds,
debentures or other indebtedness for money borrowed.                            

  The term "Domestic Subsidiary" as defined in the Indenture means a
subsidiary of the Company other than one which (i) (a) neither transacts any    
substantial portion of its business nor regularly maintains any substantial     
portion of its fixed assets within the United States, or (b) is engaged         
primarily in financing the operations of the Company or its subsidiaries, or    
both, outside the United States and (ii) does not own any subsidiary of the     
Company other than a subsidiary described in the preceding clause (i).          

   The term "Mortgage" as defined in the Indenture means any mortgage,
pledge or lien securing any Debt.                                               

   The term "Principal Property" as defined in the Indenture means any
manufacturing plant located within the United States which is owned or leased   
by the Company or any Domestic Subsidiary, the gross book value of which        
exceeds 1 1/2% of the Company's Consolidated Net Worth, other than any such     
plant or portion thereof which, in the opinion of the Board of Directors of the 
Company, is not of material importance to the total business conducted by the   
Company and its subsidiaries as an entirety.                                    

Events of Default                                                               

    An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being: (i) default for 30 days in payment of        
interest on such series; (ii) default in any payment of the principal of, or    
premium, if any, on, any Debt Security of such series either at maturity, upon  
redemption, by declaration or otherwise; (iii) default in payment of any        
sinking fund installment on any Debt Security of such series; (iv) default by   
the Company in the performance of any other of the covenants or agreements with 
respect to such series which shall not have been remedied for a period of 90    
days after notice; (v) certain events of bankruptcy, insolvency or              
reorganization of the Company or (vi) any other Event of Default provided in a  
supplemental indenture or resolution of the Board of Directors under which such 
series of Debt Securities is issued or in the form of Debt Security for such    
series.  No Event of Default with respect to any particular series of Debt      
Securities necessarily constitutes an Event of Default with respect to any      
other series of Debt Securities.  In case an Event of Default described in (i), 
(ii), (iii), (iv) or (vi) (if such Event of Default described in (iv) or (vi)   
is with respect to less than all series of Debt Securities then Outstanding)    
above shall occur and be continuing with respect to any series of Debt          
Securities, the Trustee or the Holders of not less than 25% in aggregate        
principal amount of the Debt Securities of such series then Outstanding (each   
such series acting as a separate class) may declare the principal (or, in the   
case of discounted Debt Securities, the amount specified in the terms thereof)  
of the Debt Securities of such series and the interest accrued thereon, if any, 
to be due and payable.  In case an Event of Default described in (iv), (v) or   
(vi) (if such Event of Default described in (iv) or (vi) is with respect to all 
series of Debt Securities then Outstanding) above shall occur and be            
continuing, the Trustee or the Holders of not less than 25% in aggregate        
principal amount of all Debt Securities then Outstanding (treated as one class) 
may declare the principal (or, in the case of discounted Debt Securities, the   
amount specified in the terms thereof) of all Outstanding Debt Securities and   
the interest accrued thereon, if any, to be due and payable (Section 5.1).  Any 
Event of Default with respect to a particular series of Debt Securities may be  
waived by the Holders of a majority in aggregate principal amount of the        
Outstanding Debt Securities of such series (or of all the Outstanding Debt      
Securities, as the case may be), except in each case a failure to pay the       
principal of, or premium, if any, or interest on, such Debt Security and        
subject to certain exceptions set forth in the Indenture (Section 5.10).        

       The Holders of a majority in principal amount of the Debt Securities of
any series then Outstanding shall have the right to direct the time, method and 
place of conducting any proceeding for any remedy available to the Trustee      
under the Indenture; provided, that such Holders shall have offered to the      
Trustee reasonable indemnity against expenses and liabilities and subject to    
certain exceptions set forth in the Indenture (Sections 5.6, 5.9 and 6.2).  The 
Indenture requires the annual filing by the Company with the Trustee of a       
certificate as to the absence of certain defaults under the Indenture (Section  
3.5).                                                                           

Modification of the Indenture                                                   

The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than 66 2/3% in aggregate  
principal amount of the Debt Securities then Outstanding of all series affected 
by a supplement to the Indenture (voting as one class), to supplement the       
Indenture or any supplemental indenture or modify the rights of the Holders of  
the Debt Securities, provided, that no such supplement or modification shall    
(i) extend the final maturity of any Debt Security or reduce the principal      
amount thereof, reduce the rate or extend the time of payment of interest       
thereon, reduce any amount payable on redemption thereof or change the currency 
in which the Debt Security is payable, or reduce the amount of an Original      
Issue Discount Security payable upon acceleration or the amount provable in     
bankruptcy, or impair or affect any Holder's right to institute suit for        
payment or right of repayment or (ii) reduce the aforesaid percentage of Debt   
Securities of any series, in each case without the consent of the Holders       
affected thereby (Section 8.2).                                                 

     The Indenture also contains provisions permitting the Company and the
Trustee to enter into supplemental indentures without the consent of the        
Holders of any series of Debt Securities to (i) convey, transfer, assign,       
mortgage or pledge to the Trustee as security for the Debt Securities any       
property or assets, (ii) evidence the succession of another corporation to the  
Company, subject to and upon compliance with the provisions of the Indenture,   
and the assumption by such successor corporation of the covenants, agreements   
and obligations in the Debt Securities and in the Indenture, (iii) evidence and 
provide for a successor Trustee under the Indenture with respect to one or more 
series of Debt Securities, (iv) add to the covenants of the Company, (v) cure   
any ambiguity or correct or supplement any provision in the Indenture that may  
be defective or (vi) establish the form or terms of Debt Securities of any      
series (Section 8.1).                                                           

Defeasance                                                                      

   The Indenture provides that the Company, at its option, (i) will be
discharged from all obligations in respect of the Debt Securities of a series   
(except for certain obligations to register the transfer or exchange of Debt    
Securities, replace stolen, lost or destroyed Debt Securities, maintain paying  
agencies and hold moneys for payment in trust) or (ii) need not comply with     
certain restrictive covenants of the Indenture described under "-- Certain      
Restrictions on the Company," in each case if the Company irrevocably deposits  
in trust with the Trustee money, or the equivalent in securities of the         
government which issued the currency in which the Debt Securities of any then   
outstanding series are denominated or securities issued by government agencies  
backed by the full faith and credit of such government, which through the       
payment of interest thereon and principal thereof in accordance with their      
terms will provide money in an amount sufficient to pay all of the principal of 
(including any mandatory redemption payments), and premium, if any, and         
interest, if any, on, and repurchase obligations, if any, with respect to, the  
Debt Securities of such series, on the dates such payments are due in           
accordance with terms of such Debt Securities.  To exercise either option, the  
Company is required to deliver to the Trustee an opinion of independent tax     
counsel (which may be counsel to the Company) to the effect that the deposit    
and related defeasance would not cause the holders of Debt Securities of such   
series to recognize income, gain or loss for United States federal income tax   
purposes.  To exercise the option described in clause (i) above, such opinion   
must be based on a ruling of the Internal Revenue Service, a regulation of the  
Treasury Department or a provision of the Internal Revenue Code (Section 10.3). 

Concerning the Trustee                                                          

       Unless otherwise specified in the applicable Prospectus Supplement, The
Chase Manhattan Bank, N.A. is the Trustee, paying agent and registrar under the 
Indenture.                                                                      

Governing Law                                                                   

     The Indenture and the Debt Securities will be governed by the laws of
the State of New York.                                                          

PLAN OF DISTRIBUTION

  The Company may sell Debt Securities to or through underwriters or
dealers and also may sell Debt Securities directly to other purchasers or       
through agents. Any such underwriter or agent involved in the offer and sale of 
Debt Securities will be named in an applicable Prospectus Supplement.           

   Underwriters may offer and sell Debt Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing  
at the time of sale, at prices related to such prevailing market prices or at   
negotiated prices. The Company may also offer and sell Debt Securities in       
exchange for one or more issues of its outstanding debt securities or           
exchangeable or convertible debt securities. The Company also may, from time to 
time, authorize underwriters acting as the Company's agents to offer and sell   
Debt Securities upon the terms and conditions as shall be set forth in any      
Prospectus Supplement. In connection with the sale of Debt Securities,          
underwriters may be deemed to have received compensation from the Company in    
the form of underwriting discounts or commissions and may also receive          
commissions from purchasers of Debt Securities for whom they may act as agent.  
Underwriters may sell Debt Securities to or through dealers, and such dealers   
may receive compensation in the form of discounts, concessions or commissions   
from the underwriters and/or commissions from the purchasers for whom they may  
act as agent.                                                                   

    Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Debt Securities, and any discounts,   
concessions or commissions allowed by underwriters to participating dealers,    
will be set forth in an applicable Prospectus Supplement. Underwriters, dealers 
and agents participating in the distribution of Debt Securities may be deemed   
to be underwriters, and any discounts and commissions received by them and any  
profit realized by them on resale of Debt Securities may be deemed to be        
underwriting discounts and commissions, under the Securities Act. Underwriters, 
dealers and agents may be entitled, under agreements entered into with the      
Company, to indemnification against or contribution toward certain civil        
liabilities, including liabilities under the Securities Act, and to             
reimbursement by the Company for certain expenses.                              

   If so indicated in an applicable Prospectus Supplement, the Company
will authorize underwriters or dealers acting as the Company's agents to        
solicit offers by certain institutions to purchase Debt Securities from the     
Company pursuant to Delayed Delivery Contracts ("Contracts") providing for      
payment and delivery on the date or dates stated in such Prospectus Supplement. 
Each Contract will be for an amount not less than, and the aggregate principal  
amount of Debt Securities sold pursuant to Contracts shall not be less nor more 
than, the respective amounts stated in such Prospectus Supplement. Institutions 
with which Contracts, when authorized, may be made include commercial and       
savings banks, insurance companies, pension funds, investment companies,        
educational and charitable institutions and other institutions, but in all      
cases will be subject to approval of the Company. Contracts will not be subject 
to any conditions except (i) the purchase by an institution of the Debt         
Securities covered by its contracts shall not at the time of delivery thereof   
be prohibited under the laws of any jurisdiction in the United States to which  
such institution is subject and (ii) if any Debt Securities are being sold to   
underwriters, the Company shall have sold to such underwriters the total        
principal amount of Debt Securities less the principal amount thereof covered   
by Contracts.  Agents and underwriters will have no responsibility in respect   
of the delivery or performance of Contracts.                                    

All Debt Securities will be a new issue of securities with no   
established trading market. Any underwriters or agents to or through whom Debt  
Securities are sold by the Company for public offering and sale may make a      
market in such Debt Securities, but such underwriters or agents will not be     
obligated to do so and may discontinue any market making at any time without    
notice. No assurance can be given as to the liquidity of the trading market for 
any Debt Securities.                                                            

     Certain of the underwriters or agents and their affiliates may engage
in transactions with, and perform services for, the Company in the ordinary     
course of business.                                                             

LEGAL MATTERS 

       The validity of the Debt Securities will be passed upon for the Company
by Richard A. Flink, Vice President and General Counsel of the Company, and     
Simpson Thacher & Bartlett (a partnership which includes professional           
corporations), New York, New York, who will rely as to all matters of New       
Jersey law upon the opinion of Mr. Flink. Mr. Flink is paid a salary by the     
Company, is a participant in various employee benefit plans offered to          
employees of the Company generally and owns and has options to purchase shares  
of common stock of the Company.                                                 

 Certain legal matters in connection with the offering of the Debt
Securities will be passed upon for any underwriters or agents by Davis Polk &   
Wardwell, New York, New York, who will rely as to all matters of New Jersey law 
upon the opinion of Mr. Flink.                                                  

EXPERTS 

       The consolidated financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement to the extent and for    
the periods indicated in their report have been audited by Arthur Andersen LLP, 
independent public accountants, and are incorporated herein in reliance upon    
the authority of said firm as experts in accounting and auditing.               

PART II 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.                          

   The Company estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:                    

    Registration fee . . . . . . . . . . . . . . . . . .      $ 68,966
    Printing and engraving expenses  . . . . . . . . . .        55,000
    Legal fees and expenses  . . . . . . . . . . . . . .       125,000
    Accounting fees and expenses . . . . . . . . . . . .        75,000
    Rating agency fees and expenses  . . . . . . . . . .       180,000
    Blue Sky fees and expenses . . . . . . . . . . . . .        10,000
    Trustee and registrar fees and expenses  . . . . . .         4,500
    Miscellaneous  . . . . . . . . . . . . . . . . . . .         6,534
         Total . . . . . . . . . . . . . . . . . . . . .      $525,000

Item 15.  Indemnification of Directors and Officers.                            

       The New Jersey Business Corporation Act (the "NJBCA") provides that a
New Jersey corporation has the power to indemnify a director or officer against 
his or her expenses and liabilities in connection with any proceeding involving 
the director or officer by reason of his or her being or having been such a     
director or officer, other than a proceeding by or in the right of the          
corporation, if such a director or officer acted in good faith and in a manner  
he or she reasonably believed to be in or not opposed to the best interests of  
the corporation, and with respect to any criminal proceeding, such director or  
officer had no reasonable cause to believe his or her conduct was unlawful.     

    In addition, a New Jersey corporation has the power to indemnify a
director or officer against his or her expenses in connection with any          
proceeding by or in the right of the corporation to procure a judgment in its   
favor which involves the director or officer by reason of his or her being or   
having been such a director or officer, if such director or officer acted in    
good faith and in a manner he or she reasonably believed to be in or not        
opposed to the best interests of the corporation; such indemnification may be   
provided only if and to the extent that the Superior Court of New Jersey (or    
other court in which such proceeding was brought) shall determine, in view of   
all circumstances, that such director or officer is fairly and reasonably       
entitled to indemnification for such expenses.                                  

        The NJBCA requires a New Jersey corporation to indemnify directors and
officers against all expenses to the extent that such directors or officers     
have been successful on the merits or otherwise in any proceeding involving     
such director or officer by reason of his or her having been a director or      
officer or in defense of any claim, issue or matter therein.                    

       The indemnification and advancement of expenses permitted or required
by the NJBCA shall not exclude any other rights, including the right to be      
indemnified against liabilities and expenses incurred in proceedings by or in   
the right of the corporation, to which a director or officer may be entitled    
under a certificate of incorporation, by-law, agreement, vote of stockholders,  
or otherwise; provided, that no indemnification shall be made to or on behalf   
of a director or officer if a judgment or other final adjudication adverse to   
the director or officer establishes that his or her acts or omissions (a) were  
in breach of his or her duty of loyalty to the corporation or its stockholders, 
(b) were not in good faith or involved a knowing violation of law or (c)        
resulted in receipt by the director or officer of an improper personal benefit. 

      The Registrant's Restated Certificate of Incorporation provides that
the corporation shall indemnify its directors, officers and employees in the    
manner and to the extent permitted by the laws of the State of New Jersey, and  
that directors and officers shall not be personally liable to the corporation   
or its stockholders for breach of duty as a director or officer, except to the  
extent and for the duration of any period of time such personal liability may   
not be eliminated or limited under the NJBCA. In addition, the Registrant's     
Restated Certificate of Incorporation provides that, subject to the provisions  
of the NJBCA, the directors and committee members appointed by the Board of     
Directors shall not be liable in the discharge of their duties when relying in  
good faith upon the corporate records of the Registrant and/or competent advice 
of any type.                                                                    

Item 16.  Exhibits.                                                             

1.1      Form of Underwriting Agreement<F1>                                     

3.1      Restated Certificate of Incorporation of C. R. Bard, Inc.<F1>          

4.1      Form of Indenture between C. R. Bard, Inc. and The Chase Manhattan     
Bank, N.A., as trustee<F1>                                    

4.2      Form of Debt Securities<F1>                                            

5.1      Opinion of Richard A. Flink, Esq., regarding legality of securities    
being registered<F1>                                          

12.1     Computation of Ratio of Earnings to Fixed Charges<F1>                  

23.1     Consent of Arthur Andersen LLP<F1>                                     

23.2     Consent of Richard A. Flink, Esq. (included in Exhibit 5.1)            

24.1     Power of Attorney<F1>                                                  

25.1     Statement of Eligibility and Qualification of Trustee on Form T-1<F1>  

[FN]                                                                            

_________________                                                               

<F1>  Filed herewith                                                            

Item 17.  Undertakings.                                                         

The undersigned registrant hereby undertakes:                   

       (1)  To file, during any period in which offers or sales are being made
 of the securities registered hereby, a post-effective amendment to this
registration statement:                                               

  (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                         

      (ii)  To reflect in the prospectus any facts or events arising after the
      effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the
       registration statement.  Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
    deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the 
       Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
  volume and price represent no more than a 20 percent change in the
 maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

  (iii)  To include any material information with respect to the plan of
      distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement;

 provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if
  the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the registrant pursuant to Section 13 or Section 15(d)
   of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.                                       

 (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered 
   therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.                         

       (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the     
termination of the offering.                                          

  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Securities Exchange Act of 1934 (and, where applicable, each filing of an       
employee benefit plan's annual report pursuant to Section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in the       
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the provisions described under Item 15 above, or     
otherwise, the registrant has been advised that in the opinion of the           
Securities and Exchange Commission such indemnification is against public       
policy as expressed in the Act and is, therefore, unenforceable. In the event   
that a claim for indemnification against such liabilities (other than the       
payment by the registrant of expenses incurred or paid by a director, officer   
or controlling person of the registrant in the successful defense of any        
action, suit or proceeding) is asserted by such director, officer or            
controlling person in connection with the securities being registered, the      
registrant will, unless in the opinion of its counsel the matter has been       
settled by controlling precedent, submit to a court of appropriate jurisdiction 
the question whether such indemnification by it is against public policy as     
expressed in the Act and will be governed by the final adjudication of such     
issue.                                                                          

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets    
all of the requirements for filing on Form S-3 and has duly caused this         
registration statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the Borough of New Providence at Murray Hill, State of New  
Jersey, on June 13, 1996.                                                       

C. R. BARD, INC.

      By:     /s/ William H. Longfield
               _________________________________________
  Name:   William H. Longfield
                  Title:  Chairman and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on June 13, 1996 by or on behalf of the  
following persons in the capacities indicated.                                  

 Signature                                   Title

/s/ William H. Longfield            Chairman and Chief Executive
_____________________________________       Officer and Director (Principal     
William H. Longfield              Executive Officer)        

                  *                       Executive Vice President and Chief
_____________________________________       Financial Officer and Director      
      William C. Bopp                (Principal Financial Officer)

             *                       Vice President and Controller
_____________________________________       (Principal Accounting Officer)      
Charles P. Grom                                         

             *                       President and Chief Operating
_____________________________________       Officer and Director                
Benson F. Smith                                         

*                       Director        
_____________________________________                                           
Joseph F. Abely, Jr.                                        

*                       Director        
_____________________________________                                           
William T. Butler, M.D.                                       

*                       Director        
_____________________________________                                           
Raymond B. Carey, Jr.                                       

*                       Director        
_____________________________________                                           
Daniel A. Cronin, Jr.                                       

*                       Director        
_____________________________________                                           
T. Kevin Dunnigan                                       

*                       Director        
_____________________________________                                           
Regina E. Herzlinger                                        

*                       Director        
_____________________________________                                           
Robert P. Luciano                                       

*                       Director        
_____________________________________                                           
Robert H. McCaffrey                                       

*By:  /s/ William H. Longfield                                        
_____________________________                                 
William H. Longfield                                        
Attorney-In-Fact                                            

INDEX TO EXHIBITS 

                                                                [Download Table]


Exhibit                                                                  
Number                                       Exhibits                    

                                                                         
  1.1       Form of Underwriting Agreement<F1>                           

  3.1       Restated Certificate of Incorporation of C. R. Bard, Inc.<F1>

  4.1       Form of Indenture between C. R. Bard, Inc. and The Chase     
            Manhattan Bank, N.A., as trustee<F1>                         

  4.2       Form of Debt Securities<F1>                                  

  5.1       Opinion of Richard A. Flink, Esq., regarding legality of     
            securities being registered<F1>                              

 12.1       Computation of Ratio of Earnings to Fixed Charges<F1>        

 23.1       Consent of Arthur Andersen LLP<F1>                           

 23.2       Consent of Richard A. Flink, Esq. (included in Exhibit 5.1)  

 24.1       Power of Attorney<F1>                                        

 25.1       Statement of Eligibility and Qualification of Trustee on     
            Form T-1<F1>                                                 

[FN]                                                                            
_________________                                                               
<F1>  Filed herewith                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3’ Filing		Date		Other Filings
Filed on:		6/14/96
		6/13/96
		3/31/96		10-Q
		12/31/95		10-K
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/21/23  Becton, Dickinson & Co.           10-K        9/30/23  124:15M
11/22/22  Becton, Dickinson & Co.           10-K        9/30/22  124:17M                                    Workiva Inc Wde… FA01/FA
11/24/21  Becton, Dickinson & Co.           10-K        9/30/21  120:17M
11/25/20  Becton, Dickinson & Co.           10-K        9/30/20  123:16M