8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 6, 2006

BAUSCH & LOMB INCORPORATED

(Exact name of registrant as specified in its charter)

New York	1-4105	16-0345235
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Bausch & Lomb Place, Rochester, NY		14604-2701
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (585) 338.6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Pursuant to its previously announced tender offer and consent solicitation with respect to the outstanding series of securities issued under its Indenture, dated as of September 1, 1991, as amended by Supplemental Indenture No. 1, dated May 13, 1998, Supplemental Indenture No. 2 dated July 29, 1998, Supplemental Indenture No. 3 dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, and Supplemental Indenture No. 6, dated December 20, 2004 (collectively, the “Indenture”) between the Company and Citibank, N.A. as Trustee (the “Trustee”), the Company and the Trustee have entered into Supplemental Indenture No. 7, dated June 6, 2006 (“Supplemental Indenture No. 7”), providing for certain amendments and waivers. Supplemental Indenture No. 7 is filed herewith.

In connection with the tender offer, $16,805,000 principal amount of 6.95% Notes due 2007 (CUSIP No. 071707AH6) and $99,539,000 principal amount of 7.125% Debentures due 2028 (CUSIP No. 071707AG8) were tendered by the holders thereof, purchased by the Company, and cancelled and retired by the trustee under the indenture, as described in the Company’s press release, dated June 5, 2006, filed herewith.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(a)	Financial statements of businesses acquired. -   Not applicable
(b)	Pro forma financial information. -   Not applicable
(c)	Exhibits. The following exhibits are filed as part of this report:
	4.     Supplemental Indenture No. 7, dated June 6, 2006, to Indenture dated as of September 1, 1991, as amended by Supplemental Indenture No. 1, dated May 13, 1998, Supplemental Indenture No. 2 dated July 29, 1998, Supplemental Indenture No. 3 dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, and Supplemental Indenture No. 6, dated December 20, 2004. 99.1     Press Release dated June 5, 2006, announcing the results of the tender offer.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BAUSCH & LOMB INCORPORATED

By: /s/ Robert B. Stiles

Robert B. Stiles

Senior Vice President and General Counsel

Date: June 12, 2006

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EX-4

Exhibit 4

SUPPLEMENTAL INDENTURE NO. 7

This Supplemental Indenture No. 7 (“Supplemental Indenture”), dated as of June 6, 2006, is between Bausch & Lomb Incorporated (the “Company”) and Citibank, N.A., as trustee (the “Trustee”), and amends the Indenture, dated as of September 1, 1991, between the Company and the Trustee, as amended by Supplemental Indenture, dated as of May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, and Supplemental Indenture No. 6, dated December 20, 2004 (as so amended, the “Original Indenture”), with respect to the following series of Securities issued under the Original Indenture and various indentures supplemental thereto:

2004 Senior Convertible Securities due August 1, 2023 (CUSIP No. 071707AM5)

Floating Rate Convertible Senior Notes due August 1, 2023 (CUSIP No. 071707AK9)

7.125% Debentures due 2028 (CUSIP No. 071707AG8)

6.95% Notes due 2007 (CUSIP No. 071707AH6)

5.90% Notes due 2008 (CUSIP No. 071707AL7)

The foregoing Securities are referred to herein as the “Affected Securities” and no series of Securities are amended or otherwise affected by this Supplemental Indenture other than the Affected Securities. Capitalized terms used in this Supplemental Indenture and not defined are used with the meanings given to such terms in the Original Indenture. This Supplemental Indenture is effective as of the date hereof.

WHEREAS, Section 902 of the Original Indenture provides that the Company and the Trustee may enter into a supplemental indentures for the purposes of adding any provisions to or changing in any manner or eliminating any of the provisions of the Original Indenture or of modifying in any manner the rights of the Holders of Securities of each series with the consents of the Holders of not less than a majority in principal amount of each series affected by such supplemental indenture; and

WHEREAS, the Company has received written consents of the Holders of not less than a majority in principal amount of each series of the Affected Securities to the amendments to the Original Indenture set forth in this Supplemental Indenture and related waivers with respect to such series; and

WHEREAS, all other things necessary in order to execute and deliver this Supplemental Indenture and effect the amendments set forth herein have been obtained;

NOW, THEREFORE, in order to amend the terms of the Original Indenture with respect to all outstanding Securities of each series of the Affected Securities, in consideration of the premises, it is mutually agreed by the Company and the Trustee, for the equal and ratable benefit of all Holders of the Affected Securities, as follows:

1.Supplemental Indenture. This Supplemental Indenture supplements and amends the Original Indenture, as modified by the applicable supplemental indenture with respect to each series of Affected Securities, as set forth below:

(a)The 2004 Senior Convertible Securities due August 1, 2023, issued pursuant to Supplemental Indenture No. 6, dated as of December 20, 2004 (the “Senior Convertible Securities”);

(b)The Floating Rate Convertible Senior Notes due August 1, 2023, issued pursuant to Supplemental Indenture No. 5, dated as of August 4, 2003 (the “Convertible Senior Notes”);

(c)The 7.125% Debentures due 2028, issued pursuant to Supplemental Indenture No. 2, dated July 29, 1998 (the “2028 Debentures”);

(d)The 6.95% Notes due 2007, issued pursuant to Supplemental Indenture No. 3, dated November 21, 2002 (the “2007 Notes”); and

(e)The 5.90% Notes due 2008, issued pursuant to Supplemental Indenture No. 4, dated August 1, 2003 (the “2008 Notes”).

The Senior Convertible Securities and the Convertible Senior Notes are sometimes collectively referred to in the Supplemental Indenture as the “Convertible Securities” and the 2028 Debentures, the 2007 Notes and the 2008 Notes are sometimes collectively referred to herein as the “Notes”.

2. Definitions. Section 101 of the Original Indenture is hereby amended to add the following definitions in appropriate alphabetical order:

“Consent Fee” means the payment defined as such with respect to the Affected Securities in the Solicitation Documents.

“Covenant Reversion Date” means 5:30 p.m., New York City time, on the earlier of (i) the Business Day following the Company’s failure to pay the Consent Fee, if due, for the Affected Securities in accordance with the Solicitation Documents, and (ii) October 2, 2006.

“Solicitation Documents” means, with respect to the Convertible Securities, the Company’s Consent Solicitation Statement, dated as of May 5, 2006, and the related Consent Form, each as may be amended and supplemented from time to time; and with respect to the Notes, the Company’s Offer to Purchase and Solicitation of Consents Statement, dated May 5, 2006, and the related Letter of Transmittal, each as may be amended and supplemented from time to time.

2.Defaults.

(a)Clause (4) of Section 501 of the Original Indenture is hereby amended to read in its entirety as follows:

(4)except as otherwise provided in this Section 501, default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(b) The following language is hereby added at the end of Section 501:

Notwithstanding any of the foregoing, the failure of the Company to comply with Sections 704 and 1004 of this Indenture, or §314 of the Trust Indenture Act, before 5:30 p.m., New York City time on the Covenant Reversion Date shall not constitute an Event of Default under clause (4) above.

3.Reports by Company. Section 704 of the Original Indenture is hereby amended to read in its entirety as follows:

Section 704:Reports by Company.

The Company shall, except as otherwise provided in this Section 704, file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. Notwithstanding any other provision of this Section 704 or this Indenture, the documents and reports referred to in this Section 704 that the Company would have been required to file with the Commission or the Trustee on any date on or before the Covenant Reversion Date but for this sentence will not be required to be filed by the Company until the Covenant Reversion Date.

4.Statement by Officers as to Default. Section 1004 of the Original Indenture is hereby amended to read in its entirety as follows:

Section 1004:Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. Notwithstanding any other provision of this Section 1004 or this Indenture, the Company will have no obligation to deliver an Officer’s Certificate, as referred to in the preceding sentence, relating to the breach of a covenant contained in Sections 704 or 1004 of this Indenture that occurred prior to the Covenant Reversion Date.

5.Waiver of Past Defaults. Pursuant to Section 513 of the Original Indenture, the Holders of a majority in aggregate principal amount of the relevant series of the Affected Securities have waived all defaults with respect to any breaches of Sections 501(4), 704 and 1004 of the Original Indenture and any defaults that shall have occurred with prior to the effective date of this Supplemental Indenture are deemed to have been cured for all purposes.

6. Miscellaneous.

(a) Recitals by the Company. The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Affected Securities and of this Supplemental Indenture as fully and with like effect as if set forth herein in full.

(b) Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

(c) Executed in Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

(d) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.

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IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers, to be effective as of the day and year first above written.

BAUSCH & LOMB INCORPORATED

By:/s/ Efrain Rivera

Name: Efrain Rivera

Title: Vice President and Treasurer

Attest:

/s/ Jean F. Geisel

Name:Jean F. Geisel

Title:Secretary

CITIBANK, N.A.,

as Trustee

By:/s/ John J. Byrnes

Name:John J. Byrnes, Jr.

Title:Vice President

Attest:

/s/ Kristen Driscoll

Name: Kristen Driscoll

Title:Vice President

EX-99.1 CHARTER

Exhibit 99.1

Bausch & Lomb Announces Results of Tender Offer

FOR RELEASE MONDAY, JUNE 5, 2006

ROCHESTER, N.Y. - Bausch & Lomb (NYSE: BOL) today announced the final results of its previously announced offer to purchase certain debt securities, which expired on June 2, 2006.  Approximately $116 million aggregate principal amount of the Company's senior notes have been tendered for purchase at par under the tender offer:

CUSIP No.	Outstanding Principal Amount	Title of Security	Amount Tendered
071707AH6	$150,000,000	6.95% Notes due 2007	$16,805,000
071707AL7	$50,000,000	5.9% Notes due 2008	-
071707AG8	$183,873,000	7.125% Debentures due 2028	$99,539,000

Bausch & Lomb Senior Vice President and Chief Financial Officer Stephen C. McCluski said, "Following this tender offer, our interest expense will be reduced and our liquidity will remain strong.  Demonstrating that, we will retire the tendered notes using available cash on hand, rather than drawing down on any of our existing credit facilities."

This news release contains, among other things, certain statements of a forward-looking nature relating to future events or the future business performance of Bausch & Lomb.  Such statements involve a number of risks and uncertainties including, without limitation, those concerning global and local economic, political and sociological conditions; currency exchange rates; government pricing changes and initiatives with respect to healthcare products; changes in laws and regulations relating to the Company's products and the import and export of such products; product development and rationalization; enrollment and completion of clinical trials; the ability of the Company to obtain regulatory approvals; the impact of the matters described in previous news releases on sales of the Company’s other lens care products or other products, the cost to the Company of recalling its ReNu® with MoistureLoc® product, defending matters in litigation, investigations and future product testing and other related costs and expenses; the outcome of the Audit Committee’s continuing independent investigations of events described in the Company’s prior disclosures concerning those investigations; the outcome of PricewaterhouseCoopers’ quarterly review process in connection with the filing of the Company's Quarterly Report on Form 10-Q for the third quarter of fiscal 2005 and of the extended year-end review process in connection with the filing of the Company’s Annual Report on Form 10-K for fiscal 2005 and the expected, estimated adjustments described in previous news releases; the filing of the Company's 10-Q for third quarter of fiscal 2005 and its 10-K for fiscal 2005;  the potential impact of previously disclosed IRS claims and the Company’s planned response to the IRS claims, and adequacy of the Company’s tax provision relating to such matters; the possibility that the market for the sale of certain products and services may not develop as expected; the financial well-being of key customers, development partners and suppliers; the successful execution of marketing strategies; continued efforts in managing and reducing costs and expenses; the successful completion and integration of business acquisitions; the Company’s success in introducing and implementing its enterprise-wide information technology initiatives, including the corresponding impact on internal controls and reporting; the Company's success in the process of management testing, including  evaluation of results; continued positive relations with third party financing sources and the risk factors listed from time to time in the Company’s SEC filings, including but not limited to the Current Report on Form 8-K, dated June 14, 2002 and the Form 10-Q for the quarter ended June 25, 2005.

Bausch & Lomb is the eye health company, dedicated to perfecting vision and enhancing life for consumers around the world. Its core businesses include soft and rigid gas permeable contact lenses and lens care products, and ophthalmic surgical and pharmaceutical products. The Bausch & Lomb name is one of the best known and most respected healthcare brands in the world.  Founded in 1853, the Company is headquartered in Rochester, New York. Bausch & Lomb's 2004 revenues were $2.2 billion; it employs approximately 13,700 people worldwide and its products are available in more than 100 countries. More information about the Company is on the Bausch & Lomb Web site at www.bausch.com. Copyright Bausch & Lomb Incorporated.

®/™ denote trademarks of Bausch & Lomb Incorporated.