S-8

	The registrant requests that the registration statement become effective immediately upon filing pursuant to Securities Act Rule 462.
	Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
________________
FORM S-8
SUPPLEMENTAL REGISTRATION STATEMENT UNDER THE SECURITIES ACT 0F 1933 RELATING TO THE REGISTRATION OF ADDITIONAL SECURITIES
BAUSCH & LOMB INCORPORATED (Exact name of registrant as specified in its charter)
NEW YORK (State or other jurisdiction of incorporation or organization)		16-0345235 (I.R.S. Employer Identification No.)
ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK 14604-2701 (Address of principal executive offices and zip code)
BAUSCH & LOMB INCORPORATED 1990 Stock Incentive Plan (Full title of plan) ______________
Robert B. Stiles Senior Vice President and General Counsel Bausch & Lomb Incorporated ONE BAUSCH & LOMB PLACE ROCHESTER, NEW YORK 14604-2701 (Name and address of agent for service)
Telephone number, including area code, of agent for service: (585) 338.6409

CALCULATION OF REGISTRATION FEE

Title of Securities To be Registered	Amount To be Registered	Proposed Maximum Offering Price per Share*	Proposed Maximum Aggregate Offering Price*	Amount of Registration Fee
Class B Stock, $.08 par value	4,750,000 shares	$35.24	$167,390,000	$40,006.21
Common Stock, $.40 par Value	4,750,000 shares	**	**	None

_____________________

*     Inserted solely for purposes of calculating the registration fee pursuant to Rule 457(h), and based upon the average of the high and low prices for the registrant's common stock on the New York Stock Exchange on December 18, 2001.

**   The shares of Common Stock are shares which may be exchanged by the registrant for shares of Class B Stock registered hereunder and the registrant will receive no additional consideration for the issuance of such shares.

Incorporation of Previously Filed S-8 Registration Statement

By Reference

__________________________________________________________

The contents of the Form S-8 Registration Statement relative to the Bausch & Lomb Incorporated 1990 Stock Incentive Plan ("Plan") which was previously filed by the Company with the Securities and Exchange commission is hereby incorporated in this Supplemental Registration Statement by reference. The initial Form S-8 Registration Statement relating to the Plan, dated June 27, 1990 was filed under Registration No. 33-35667.

Certain portions of the previously filed Form S-8 have been updated in this supplemental Form S-8. To the extent a conflict exists between the contents of the previously filed Form S-8 and the contents of the updated portions filed herewith, the updated portions filed herewith shall control.

Update of

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Update of Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the Securities and Exchange Commission, are incorporated in this Supplemental Registration Statement by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2000, and

2. All other reports filed by the Company pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934 since December 30, 2000.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.    Update of Description of Securities.

The Company's Certificate of Incorporation now authorizes the issuance of 200,000,000 shares of Common Stock, par value $.40 per share, 15,000,000 shares of Class B Stock, par value $.08 per share, 10,000 shares of 4% Cumulative Preferred Stock, par value $100 per share, and 25,000,000 shares of Class A Preferred Stock, par value $1 per share.

The remainder of Item 4. Description of Securities as articulated in the previously filed Form S-8 Registration Statement is incorporated herein by reference.

Item 5.    Update of Interests of Named Experts and Counsel

Robert B. Stiles, Senior Vice President and General Counsel of the Company, One Bausch & Lomb Place, Rochester, New York, has passed upon the legality under the law of New York, the state in which the Company is incorporated, of the Common Stock and Class B Stock of the Company being offered hereby. Mr. Stiles directly owns 5,913 shares of Common Stock and indirectly owns 30 shares of Common Stock in the names of his daughters. Mr. Stiles is the beneficial owner of options to purchase 104,195 shares of Class B Stock granted under the Company's 1990 Stock Incentive Plan, only 56,528 of which are currently exercisable. Mr. Stiles also holds 26,931 shares of Class B stock (which includes fully vested Restricted Stock) and 8,130 shares of Restricted Stock subject to vesting requirements. Pursuant to the Company's 401(k) Account Plan, Mr. Stiles is the beneficial owner of 2,196 shares of Common Stock.

The financial statements of Bausch & Lomb Incorporated and its consolidated subsidiaries incorporated in this Registration Statement by reference to the Company's Annual Report on Form 10-K for the year ended December 30, 2000, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

Item 8.    Update of Exhibits

See updated Exhibit Index attached hereto.

Item 9.    Update of Undertaking

The "Undertakings" articulated in the previously filed Form S-8 Registration Statement relative to the Bausch & Lomb Incorporated 1990 Stock Incentive Plan are hereby supplemented to include the following additional undertaking under (a) (1) (ii): "Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end 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."

SIGNATURES

The Registrant. 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-8, and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Rochester, and the State of New York, on this 20^th day of December, 2001.

BAUSCH & LOMB INCORPORATED

By:      /s/ Ronald L. Zarrella

            Ronald L. Zarrella
            Chairman of the Board and
            Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

	Principal Executive Officer
Date: December 20, 2001	By: /s/ Ronald L. Zarrella
	Ronald L. Zarrella         Chairman of the Board and         Chief Executive Officer
	Chief Financial Officer
Date: December 20, 2001	By: /s/ Stephen C. McCluski
	Stephen C. McCluski         Senior Vice President - Finance
	Corporate Controller
Date: December 20, 2001	By: /s/ Jurij Z. Kushner
	Jurij Z. Kushner         Vice President and Controller

	Directors
Franklin E. Agnew
Domenico DeSole
Jonathan S. Linen
Ruth R. McCullin
John R. Purcell
Linda Johnson Rice
William M. Waltrip
Kenneth L. Wolfe
By: /s/ Robert B. Stiles	Date: December 20, 2001
Robert B. Stiles         Attorney-in-Fact
By: /s/ Ronald L. Zarrella	Date: December 20, 2001
Ronald L. Zarrella

Updated Exhibit Index

S-K ITEM 601 NO.	DOCUMENT
(4)-a	Certificate of Incorporation of Bausch & Lomb Incorporated (filed as Exhibit (3)-a to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1985, file No. 1-4105, and incorporated herein by reference.)
(4)-b	Certificate of Amendment of Bausch & Lomb Incorporated (filed as Exhibit (3)-b to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, file No. 1-4105, and incorporated herein by reference.)
(4)-c	Certificate of Amendment of Bausch & Lomb Incorporated (filed as Exhibit (3)-c to the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 1992, file No. 1-4105, and incorporated herein by reference.)
(5)	Opinion of Robert B. Stiles, Esq., Senior Vice President and General Counsel of the Company (Filed herewith).
(23)-a	Consent of Robert B. Stiles, Esq., Senior Vice President and General Counsel of the Company (included as part of Exhibit 5).
(23)-b	Consent of PricewaterhouseCoopers LLP (Filed herewith).
(24)	Powers of Attorney (Filed herewith).

EX-5

EXHIBIT 5

OPINION REGARDING LEGALITY

December 20, 2001

Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2701

Gentlemen:

I am General Counsel to Bausch & Lomb Incorporated ("Company"), and in such capacity am familiar with the corporate proceedings which have taken place with respect to the adoption of the Company's 1990 Stock Incentive Plan ("Plan"), pursuant to which shares of Class B Stock, par value $.08 per share, are being offered to key employees of the Company and its subsidiaries who have been or may be granted options under the Plan. I am also familiar with the fact that the Company proposes filing with the Securities and Exchange Commission a supplemental registration statement on Form S-8 for 4,750,000 shares of Class B Stock which may hereafter be sold under the Plan, and an equal number of shares of Common Stock for which said shares of Class B Stock may be exchanged. Based upon the foregoing and upon such examination of the Company's Certificate of Incorporation, as amended, By-Laws, the Plan, certain minutes of meetings of the Company's Shareholders and Board of Directors, and such ot her matters as I have considered necessary for the purposes hereof, it is my opinion that:

1.         The Company has been duly organized and incorporated and is validly existing under the laws of the State of New York.

2.        The Plan has been duly adopted and the additional shares of Class B Stock of the Company are available for issuance under the Plan, and the shares of its Common Stock which may be exchanged therefor, which are being registered, have been duly authorized, and the shares of Class B Stock will when sold, and the shares of Common Stock will when so exchanged, in accordance with the Plan, be legally and validly issued. The Company may under the Plan lend to purchasers of Class B Stock an amount equal to the purchase price of such shares, such loans to be evidenced by promissory notes and secured by pledges of said shares to the Company under pledge security agreements, and shares of Class B Stock so issued may not be deemed to be fully paid and non-assessable until the portion of any promissory note relating to said shares is paid in full in accordance with its terms. Upon such payment, or if no such loan is made in connection with the purchase by the optionee of said shares then upon the sale to him, said shares of Class B Stock will be fully paid and non-assessable; and upon the transfer to shareholders of shares of Common Stock of the Company in exchange for shares of Class B Stock which are not then subject to a pledge to the Company, the shares of Common Stock so exchanged will be fully paid and non-assessable.

I consent to the filing of this option as an attachment to the supplemental registration statement for the Class B Stock and Common Stock to be sold or otherwise issued under the Plan.

Very truly yours,

/s/ Robert B. Stiles
Robert B. Stiles

EX-23.B

Exhibit 23-b

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 23, 2001 except as to Note 17 of the consolidated financial statements, which is as of February 20, 2001, relating to the financial statements and financial statement schedules, which appears in the 2000 Annual Report to Shareholders of Bausch & Lomb Incorporated, which is incorporated by reference in Bausch & Lomb Incorporated's Annual Report on Form 10-K for the year ended December 30, 2000. We also consent to the reference to us under the heading "Updates of Interests of Named Experts and Counsel" in such Registration Statement.

PricewaterhouseCoopers LLP

Rochester, New York

December 20, 2001

EX-24

Exhibit 24

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the undersigned director(s) of Bausch & Lomb Incorporated, a New York corporation, each hereby constitute(s) and appoint(s) WILLIAM H. WALTRIP and ROBERT B. STILES, or either one of them, his, her or their respective, true and lawful attorneys-in-fact and agents, each with full power and authority to act as such without the other, to do any and all acts and things and to execute any and all instruments which either of said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and with any regulations, rules or requirements of the Securities and Exchange Commission promulgated under either of the foregoing statutes, in connection with any Registration Statements filed under said Acts, covering any offering of securities made, or deemed to be made, in connection with the Bausch & Lomb Incorporated 1990 Stock Incentive Plan, as it may from time to time be amended, and any other stock option plan of said Company, or any of them, including the offering of any Bausch & Lomb Incorporated Common Stock or Class B Stock or other securities thereunder, and including specifically, but without limitation of the foregoing power and authority, to sign the name(s) of the undersigned to said Registration Statements and to any amendment or amendments thereto filed with said Commission under said Acts in such connection, the undersigned hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them shall do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this instrument has been signed and delivered by the undersigned as of this 31^st day of October, 2001.

/s/ Franklin E. Agnew	/s/ John R. Purcell
FRANKLIN E. AGNEW	JOHN R. PURCELL
/s/ Domenico DeSole	/s/ Linda Johnson Rice
DOMENICO DESOLE	LINDA JOHNSON RICE
/s/ Jonathan S. Linen	/s/ William H. Waltrip
JONATHAN S. LINEN	WILLIAM H. WALTRIP
/s/ Ruth R. McMullin	/s/ Kenneth L. Wolfe
RUTH R. MCMULLIN	KENNETH L. WOLFE