Deborah McLean Quinn					November 24, 2004
Nixon Peabody LLP
Clinton Square Suite 1300
Rochester, New York 14604
(585) 263-1307

Re:  	Bausch & Lomb Incorporated
	Schedule TO-I filed on November 15, 2004
	File No. 005-20467
      Registration Statement on Form S-4 filed November 15, 2004
File No. 333-120483

Dear Ms. Quinn:

	We have limited our review of the above referenced filings to
only the matters addressed herein.  Please understand that the
purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the
overall disclosure in your filing.  We look forward to working
with
you in these respects.  We welcome any questions you may have
about
our comments or on any other aspect of our review.  Feel free to
call
us at the telephone numbers listed at the end of this letter.

Schedule TO- Item 10. Financial Statements
1. We note that you have incorporated by reference the financial
statements for the year ended December 27, 2003 and the quarter
ended
September 25, 2004.  Where financial statements are material in
the
context of an offer or where you incorporate by reference
financial
statements found in other documents filed with the SEC, we require
you to include in the document disseminated to investors the
summary
financial statements required by Item 1010(c) of Regulation M-A.
See
Instruction 6 to Item 10 of Schedule TO and Q&A 7 in Section I.H
of
the Division of Corporation Finance`s Manual of Publicly Available
Telephone Interpretations (July 2001). Please revise to include
the
summary financial statements in the prospectus filed in connection
with this exchange offer.

Form S-4
Forward-Looking Statements, page 22
2. The safe harbor for forward-looking statements in the Private
Securities Litigation Reform Act of 1995 does not by its terms
apply
to statements made in connection with a tender offer. See Section
27A(b)(2)(C) of the Securities Act of 1933 and Section
21E(b)(2)(C)
of the Securities Exchange Act of 1934. Therefore, your reference
to
the defined term "forward-looking statements" within the meaning
of
the Securities Act and the Exchange Act is inappropriate. Please
delete the reference, or revise to make clear that the Reform Act
protections do not apply to statements made in the prospectus.

The Exchange Offer, page 63
Conditions to the Exchange Offer, page 67
3. In our view, you may condition a tender offer on any number of
conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and
outside of your control. In the first paragraph in this section,
the
phrase "regardless of the circumstances giving rise to the failure
of
the condition" implies that you may assert an offer condition even
when the condition is "triggered" by your own action or inaction.
Please revise in accordance with our position.
4. In the same paragraph, you state that you may decide to
terminate
the exchange offer if one of the listed offer conditions occurs
and
you make the secondary determination that it is "inadvisable to
proceed with the offer..." We agree. However, if a listed offer
condition is implicated by events that occur during the exchange
offer, in order to continue the offer, you must waive that
condition.
As you are aware, waiver of an offer condition may require an
extension of the offer and/or dissemination of additional offering
material. Please confirm your understanding in a supplemental
response.
5. Please refer to the last sentence of the second sub-bullet
point
to the first bullet point.  This offer condition refers to an
impairment of the Company that "would be material to holders of
Old
Notes in deciding whether to accept the exchange offer."  Since
holders of debentures should have a reasonable idea whether or not
an
offer condition is triggered, or at least should understand how
this
determination will be made, please revise to specify or generally
describe how materiality will be determined with respect to this
condition and holders of Old Notes.
6. The last listed offer condition to the second bullet point (on
page 68) refers to "any outbreak or escalation of major
hostilities
in which the United States is involved, any declaration of war by
Congress or any other substantial national or international
calamity
or emergency if the effect of any such outbreak, escalation,
declaration, calamity or emergency has a reasonable likelihood to
make it impractical or inadvisable to proceed with completion of
the
exchange offer."  Given the current situation in Iraq and
Afghanistan
and the recent escalation of hostilities there, we are concerned
that
your offer condition is drafted so broadly and generally as to
make
it difficult to determine whether it has been "triggered" by
events
as they occur. Please tailor your condition so that the holders of
Old Notes may objectively verify when it has been triggered.  For
example, is this condition effective if any such event has a
material
adverse effect on the Company?


Dealer Manager, page 69
7. We note that you will pay a fee to the dealer manager based on
the
principal amount of Old Notes tendered. We object to fees paid to
a
dealer manager based on tenders of subject securities it holds for
its own account. Please indicate whether you intend to pay fees
under
those circumstances. If you do not, indicate how you will ensure
that
you do not pay fees under such circumstances.  For example, what
mechanism will you use to determine who holds the tendered
securities
when calculating the fee owed to Citigroup Global Markets Inc.?

Other Fees and Expenses, page 69
8. Your disclosure indicates that your information agent may make
additional solicitations by mail, telephone, facsimile, and
personal
interviews.  Provide us with any scripts, outlines, instructions
or
other written materials furnished to the individuals for the
purpose
of soliciting tenders.  We remind you to file any written
communications under Rule 425 if required under Rule 165(b).
9. We note your list of expenses.  Please disclose whether or not
the
Company has paid or will be responsible for payment of same
pursuant
to Item 1007(c) of Regulation M-A.

Legal Matters, page 69
10. Please identify the certain legal matters that will be passed
upon for the dealer manager by Mayer, Brown, Rowe & Maw LLP.

Where You Can Find More Information, page 70
11. Although Form S-4 may allow you to incorporate by reference to
periodic reports filed after a registration statement, Schedule TO
does not permit such "forward" incorporation.  Therefore, please
ensure that you amend the Schedule TO to specifically reference
the
periodic reports you wish to incorporate, as they are filed.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.


	Please direct any questions to me at (202) 942-2903.

         	               					Very truly
yours,



                 	          					Celeste M.
Murphy
							Attorney-Advisor Office of
							Mergers and Acquisitions





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Deborah McLean Quinn, Esq.
November 24, 2004
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE