8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 26, 2007
(October 26, 2007)

BAUSCH & LOMB INCORPORATED
(Exact Name of Registrant as Specified in its Charter)

New York	1-4105	16-0345235
(State or other jurisdiction of	(Commission File	(IRS Employer Identification
incorporation)	Number)	Number)

One Bausch & Lomb Place

Rochester, NY, 14604-2701

(Address of principal executive offices)

(585) 338-6000

(Registrant’s telephone number, including area code)

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)

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

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

Introductory Note

On October 26, 2007, affiliates of  Warburg Pincus LLC (“Warburg Pincus”) completed their previously announced acquisition of Bausch & Lomb Incorporated (“Bausch & Lomb”). On May 16, 2007, Warburg Pincus entered into a merger agreement with Bausch & Lomb to acquire Bausch & Lomb for a total purchase price of approximately $4.5 billion, including approximately $830 million of debt. Under the terms of the merger agreement, Bausch & Lomb’s shareholders are entitled to receive $65.00 per share in cash, without interest.

Item 1.01  Entry into a Material Definitive Agreement.

On October 24, 2007, Bausch & Lomb entered into Supplemental Indenture No. 11 (the “Supplemental Indenture”) with Citibank, N.A., as trustee (“Trustee”), amending its Indenture, dated as of September 1, 1991, as amended by Supplemental Indentures Nos. 1 to 10, each between Bausch & Lomb and the Trustee (collectively, the “Indenture”). The Supplemental Indenture was entered into as required by the Indenture to reflect that, upon completion of the merger pursuant to which Warburg Pincus acquired Bausch & Lomb (which occurred on October 26, 2007), the 2004 Senior Convertible Securities due 2023 and the Floating Rate Convertible Senior Notes due 2023, issued under the Indenture, are convertible only into cash in an amount equal to the amount the holders would have received if they had converted their securities immediately prior to the completion of the merger. A copy of the Supplemental Indenture is filed herewith as Exhibit 99.1.

Item 8.01  Other Events.

Bausch & Lomb issued a press release on October 26, 2007 announcing the completion of the acquisition of Bausch & Lomb by Warburg Pincus.

Also on October 26, 2007, Bausch & Lomb issued a press release announcing the final results of its tender offers and consent solicitations for its outstanding 6.95% Senior Notes due 2007, 5.90% Senior Notes due 2008, 6.56% Medium-Term Notes due 2026, 7.125% Debentures due 2028, 2004 Senior Convertible Securities due 2023 and Floating Rate Convertible Senior Notes due 2023. The tender offers and consent solicitations expired at 8:00 a.m., New York City time, on October 26, 2007.

Copies of the press releases are filed herewith as Exhibits 99.2 and 99.3, respectively.

Item 9.01  Financial Statements and Exhibits.

(c)

99.1	Supplemental Indenture No. 11, dated October 24, 2007, to Indenture, dated September 1, 1991, as amended, each between Bausch & Lomb Incorporated and Citibank, N.A., as trustee
99.2	Press Release dated October 26, 2007
99.3	Press Release dated October 26, 2007

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SIGNATURE

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

	BAUSCH & LOMB INCORPORATED
Date: October 26, 2007	By:	/s/ EFRAIN RIVERA
	Name:	Efrain Rivera
	Title:	Senior Vice President &    Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Supplemental Indenture No. 11, dated October 24, 2007, to Indenture, dated September 1, 1991, as amended, each between Bausch & Lomb Incorporated and Citibank, N.A., as trustee
99.2	Press Release dated October 26, 2007
99.3	Press Release dated October 26, 2007

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EX-99.1

Exhibit 99.1

BAUSCH & LOMB INCORPORATED

AND

CITIBANK, N.A.,

as Trustee

ELEVENTH SUPPLEMENTAL INDENTURE

Dated as of October 24, 2007

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of October 24, 2007, between Bausch & Lomb Incorporated, a New York corporation (the “Company”) and Citibank, N.A., a national banking association, as trustee (the “Trustee”). Terms not defined herein shall have the meanings assigned to them in the Indenture and the Supplemental Indenture (each, as defined below).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of September 1, 1991 (the “Indenture”), as amended, including by (i) that certain Fifth Supplemental Indenture, dated as of August 4, 2003 (relating to the Company’s Floating Rate Convertible Senior Notes due 2023) (the “Fifth Supplemental Indenture”), and (ii) that certain Sixth Supplemental Indenture, dated as of December 20, 2004 (relating to the Company’s 2004 Senior Convertible Securities due 2023) (the “Sixth Supplemental Indenture”),

WHEREAS, the Company is party to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 16, 2007, by and among WP Prism Inc. (f/k/a WP Prism LLC), a Delaware corporation (“Parent”), WP Prism Merger Sub Inc., a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”) and the holders of the Company’s common stock and Class B common stock shall receive $65.00 per share (the “Merger Consideration”);

WHEREAS, pursuant to Section 1.10(h)(iv) of the Fifth Supplemental Indenture in connection with the Merger, the Company and the Trustee are to enter into this Eleventh Supplemental Indenture to specify that, at the effective date of the Merger, each Senior Convertible Note shall be convertible only into cash in an amount equal to the product of (i) the Merger Consideration (as defined in the Merger Agreement) and (ii) the number of shares of Common Stock that the Holder of the Senior Convertible Note would have received if such Holder had converted such Senior Convertible Note into the number of shares of Common Stock issuable upon conversion of such Senior Convertible Note immediately prior to such effective date of the Merger;

WHEREAS, pursuant to Section 1.10(h)(iv) of the Sixth Supplemental Indenture in connection with the Merger, the Company and the Trustee are to enter into this Eleventh Supplemental Indenture to specify that, at the effective date of the Merger, each 2004 Senior Convertible Note shall be convertible only into cash in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares of Common Stock that the Holder of the 2004 Senior Convertible Note would have received if such Holder had converted such 2004 Senior Convertible Note into the number of shares of Common Stock issuable upon conversion of such 2004 Senior Convertible Note immediately prior to such effective date of the Merger, after giving effect to the

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adjustment in the number of shares of Common Stock issuable upon conversion provided in Section 1.10(g) of the Sixth Supplemental Indenture; and

WHEREAS, Section 901(9) of the Indenture provides that the Company and the Trustee may enter into supplemental indentures without the consent of any Holder to make provision with respect to matters arising under the Indenture that do not adversely affect the interests of the holders of Securities of any series in any material respect;

NOW, THEREFORE, for and in consideration of the premises, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders, as follows:

ARTICLE I

EFFECT OF SPECIFIED BUSINESS TRANSACTION

SECTION 1.1. Conversion of Senior Convertible Notes. Pursuant to Section 1.10(h)(iv) of the Fifth Supplemental Indenture, at and after the effective date of the Merger, each Senior Convertible Note shall be convertible into cash in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares of Common Stock that the Holder of the Senior Convertible Note would have received if such Holder had converted such Senior Convertible Note into the number of shares of Common Stock issuable upon conversion of such Senior Convertible Note immediately prior to such effective date of the Merger.

SECTION 1.2. Conversion of 2004 Senior Convertible Notes. Pursuant to Section 1.10(h)(iv) of the Sixth Supplemental Indenture, at and after the effective date of the Merger, each 2004 Senior Convertible Note shall be convertible into cash in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares of Common Stock that the Holder of the 2004 Senior Convertible Note would have received if such Holder had converted such 2004 Senior Convertible Note into the number of shares of Common Stock issuable upon conversion of such 2004 Senior Convertible Note immediately prior to such effective date of the Merger, after giving effect to the adjustment in the number of shares of Common Stock issuable upon conversion provided in Section 1.10(g) of the Sixth Supplemental Indenture.

ARTICLE II

ACCEPTANCE OF SUPPLEMENTAL INDENTURE

SECTION 2.1. Trustee’s Acceptance. The Trustee hereby accepts this Eleventh Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

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ARTICLE III

GENERAL PROVISIONS

SECTION 3.1. Effect of Supplemental Indenture. On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Eleventh Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every Security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

SECTION 3.2. Indenture Remains in Full Force and Effect. Except as supplemented and amended hereby, all provisions in the Indenture shall remain in full force and effect.

SECTION 3.3. Headings. The headings of the Articles and Sections of this Eleventh Supplemental Indenture are inserted for convenience of reference and shall not be deemed to be a part thereof.

SECTION 3.4. Counterparts. This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 3.6. Confirmation and Preservation of Indenture. The Indenture as supplemented by this Eleventh Supplemental Indenture is in all respects confirmed and preserved.

SECTION 3.7. Conflict with Trust Indenture Act. If any provision of this Eleventh Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Eleventh Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Eleventh Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Eleventh Supplemental Indenture, as the case may be.

SECTION 3.8. Successors. All covenants and agreements in this Eleventh Supplemental Indenture by the Company shall be binding upon and accrue to the benefit of their respective successors. All covenants and agreements in this Eleventh Supplemental Indenture by the Trustee shall be binding upon and accrue to the benefit of its successors.

SECTION 3.9. Separability Clause. In case any provision in this Eleventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,

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legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.10. Certain Duties and Responsibilities of the Trustee. In entering into this Eleventh Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

SECTION 3.11. GOVERNING LAW. THIS ELEVENTH SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH STATUTE).

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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed, all as of the day and year first above written.

BAUSCH & LOMB INCORPORATED
By:	/s/ Efrain Rivera
	Efrain Rivera
	Senior Vice President and Chief
Financial Officer
CITIBANK, N.A.,
as Trustee
By:		/s/ John J. Byrnes
Name: John J. Byrnes
Title: Vice President

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EX-99.2

Exhibit 99.2

NEWS

WARBURG PINCUS COMPLETES ACQUISITION OF BAUSCH & LOMB

ROCHESTER, N.Y., October 26, 2007 — Bausch & Lomb (NYSE: BOL) and Warburg Pincus, the global private equity firm, announced today that affiliates of Warburg Pincus have completed the acquisition of Bausch & Lomb for a total purchase price of approximately $4.5 billion, including approximately $830 million of debt.

“With a strong and supportive partner in Warburg Pincus, we are well-positioned to create new opportunities for Bausch & Lomb and advance our leadership in the eye health industry,” said Ronald L. Zarrella, chairman and CEO of Bausch & Lomb. “Our customers will continue to receive high levels of service, product quality and innovation, and our commitment to serving their needs remains steadfast. On behalf of Bausch & Lomb’s management and Board of Directors, I want to thank our shareholders and hard-working employees for their support throughout this process.”

Commenting on the transaction, Elizabeth H. Weatherman, a Warburg Pincus Managing Director, said, “We’re delighted to be partners with Bausch & Lomb, a global leader in vision care, ophthalmic devices and pharmaceuticals. We look forward to helping the company build upon its rich heritage and premier brand in ophthalmology.”

Bausch & Lomb stock will cease to trade on the New York Stock Exchange at market close today and will be delisted.

Under the terms of the agreement, Bausch & Lomb shareholders are entitled to receive $65.00 in cash for each share of Bausch & Lomb common stock that they hold. Letters of transmittal allowing Bausch & Lomb shareholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration will be distributed shortly after the closing. Shareholders of record should be in receipt of the letter of transmittal before surrendering their shares. Shareholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash, as such conversions will be handled by the bank or broker.

Morgan Stanley acted as financial advisor to the Special Committee of the Bausch & Lomb Board of Directors and delivered a fairness opinion to the Special Committee. Wachtell Lipton Rosen & Katz acted as legal counsel to the Special Committee in this transaction. Banc of America, Citi, Credit Suisse and JPMorgan served as financial advisors to Warburg Pincus and arranged the debt financing for the transaction, and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Warburg Pincus.

# # #

For further information contact:

Bausch & Lomb Media Contact	Bausch & Lomb Investor Relations Contact
Michael L. McDougall, APR	Daniel L. Ritz
585.338.5469	585.338.5802
mmcdougall@bausch.com	dritz@bausch.com
Warburg Pincus Contact
Julie Johnson Staples

212.878.9325

jjohnson@warburgpincus.com

About Bausch & Lomb

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, Bausch & Lomb is headquartered in Rochester, N.Y., and employs approximately 13,000 people worldwide. Its products are available in more than 100 countries. More information about Bausch & Lomb can be found at www.bausch.com.

About Warburg Pincus

Warburg Pincus has been a leading private equity investor since 1971. The firm currently has approximately $20 billion of assets under management investing from nine offices around the world. Since inception, Warburg Pincus has invested $26 billion in 570 companies in 30 countries and across a range of sectors, including healthcare, consumer and retail, industrial, financial services, energy, real estate and technology, media and telecommunications. The firm has invested $4.8 billion in healthcare-related companies around the world, including approximately $1.5 billion in medical devices and $1.65 billion in life science and pharmaceutical companies. Notable medical device and pharmaceutical investments include: American Medical Systems (Nasdaq: AMMD), ev3 (Nasdaq: EVVV), Kyphon (Nasdaq: KYPH), Tornier, Wright Medical Group (Nasdaq: WMGI), The Medicines Company (Nasdaq: MDCO), Zentiva (LSE: ZEND, PSE: ZENTIVA) and Harbin Pharmaceutical. Warburg Pincus counts among its other signature investments: Knoll (NYSE: KNL), Neiman Marcus, NeuStar (NYSE: NSR), Bharti Tele-ventures (BSE: Bharti) and WNS Global Services (NYSE: WNS). For more information please visit www.warburgpincus.com.

Forward Looking Statement

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 those concerning the ability of the Company and the parties with which it contracts to develop and introduce products successfully as well as the risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including but not limited to, its reports on Forms 10-K, 10-Q, 12b-25, 8-K and its definitive proxy statement. Many of the factors that will determine the outcome of the subject matter of this communication are beyond the Company’s ability to control or predict. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future results or otherwise.

EX-99.3

Exhibit 99.3

Bausch & Lomb Announces Expiration Of Tender Offers and Consent
Solicitations for its Outstanding Debt Securities and Convertible Debt Securities

FOR RELEASE FRIDAY, October 26, 2007

ROCHESTER, N.Y. – Bausch & Lomb (NYSE: BOL) (the “Company”) today announced the expiration, as of 8:00 a.m., New York City time, on October 26, 2007 (the “Expiration Date”) of its offers to purchase its outstanding 6.95% Senior Notes due 2007, 5.90% Senior Notes due 2008, 6.56% Medium-Term Notes due 2026 and 7.125% Debentures due 2028 (collectively, the “Debt Securities”) and its outstanding 2004 Senior Convertible Securities due 2023 and Floating Rate Convertible Senior Notes due 2023 (together, the “Convertible Debt Securities”), all pursuant to its previously announced cash tender offers and consent solicitations for the Debt Securities and the Convertible Debt Securities.

The following table sets forth the results of the tender offers and consent solicitations for the Debt Securities and the Convertible Debt Securities as of the Expiration Date:

Title of Security	CUSIP No.	Principal Amount Outstanding		Amount of  Securities Tendered		Approximate Percentage Tendered
6.95% Senior Notes due 2007	071707AH6	$	133,195,000	$	72,769,000	54.63	%
5.90% Senior Notes due 2008	071707AL7	$	50,000,000	$	49,250,000	98.50	%
6.56% Medium-Term Notes due 2026	07171JAE6	$	421,000	$	367,000	87.17	%
7.125% Debentures due 2028	071707AG8	$	66,429,000	$	54,535,000	82.10	%
2004 Senior Convertible Securities due 2023	071707AM5	$	155,902,000	$	155,902,000	100.00	%
Floating Rate Convertible Senior Notes due 2023	071707AK9	$	4,098,000	$	4,098,000	100.00	%

Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. acted as dealer managers for the tender offers and consent solicitations.  Questions regarding the tender offers and consent solicitations may be directed to Citigroup Global Markets Inc. by telephone at (800) 558-3745 (toll-free), Banc of America Securities LLC by telephone at (888) 292-0070 (toll-free) for the Debt Securities and (888) 583-8900 x2200 (toll-free) for the Convertible Debt Securities, Credit Suisse Securities (USA) LLC by telephone at (212) 325-7596 (collect) or J.P. Morgan Securities Inc. by telephone at (212) 270-1477 (collect).

Global Bondholder Services was the information agent for the tender offers and consent solicitations.

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This news release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The tender offers and consent solicitations were made solely pursuant to the applicable Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent, which set forth the complete terms of the tender offers and consent solicitations.

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 those concerning the ability of the Company and the parties with which it contracts to develop and introduce products successfully as well as the risk factors listed from time to time in the Company’s U.S. Securities and Exchange Commission filings, including but not limited to filings on the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006, filed on April 25, 2007, the Company’s Form 12b-25 filed on May 10, 2007 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007, filed on May 30, 2007.

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, and employs approximately 13,000 people worldwide. Its products are available in more than 100 countries. More information about the Company can be found at www.bausch.com.

Copyright Bausch & Lomb Incorporated.

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