10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2003

Commission File Number 1-6926

C. R. BARD, INC.

(Exact name of registrant as specified in its charter)

New Jersey	22-1454160
(State of incorporation)	(I.R.S. Employer Identification No.)

730 Central Avenue, Murray Hill, New Jersey 07974

(Address of principal executive offices)

Registrant's telephone number, Including area code: (908) 277-8000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at April 28, 2003
Common Stock - $.25 par value	52,045,665

C. R. BARD, INC. AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION	PAGE NO.
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets - March 31, 2003 and December 31, 2002	3
Condensed Consolidated Statements of Income For The Three Months Ended March 31, 2003 and 2002	4
Condensed Consolidated Statements of Shareholders' Investment For The Three Months Ended March 31, 2003 and 2002	5
Condensed Consolidated Statements of Cash Flows For The Three Months Ended March 31, 2003 and 2002	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosure about Market Risk	25
Item 4. Controls and Procedures	26
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	26
Item 4. Submission of Matters to a Vote of Security Holders	27
Item 6(a). Exhibits	28
Item 6(b). Reports on Form 8-K	28
Signatures	29

C. R. BARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, other than par values)

	March 31, 2003	December 31, 2002
ASSETS	(unaudited)
Current assets:
Cash and short-term investments	$409,600	$383,200
Accounts receivable, net	198,200	183,400
Inventories	154,300	147,100
Other current assets	47,000	44,300
Total current assets	809,100	758,000
Net property, plant and equipment	177,500	168,000
Intangible assets, net of amortization	68,500	65,200
Goodwill	328,200	316,100
Other assets	107,100	109,400
	$1,490,400	$1,416,700
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Short-term borrowings and current maturities of long-term debt	$1,000	$900
Accounts payable	50,200	46,900
Accrued expenses	174,100	180,700
Federal and foreign income taxes	99,900	88,400
Total current liabilities	325,200	316,900
Long-term debt	152,000	152,200
Other long-term liabilities	67,200	67,200
Shareholders' investment:
Preferred stock, $1 par value, authorized 5,000,000 shares; none issued	---	---
Common stock, $.25 par value, authorized 300,000,000 shares; issued and outstanding 51,752,194 shares at 2003 and 51,602,836 shares at 2002	12,900	12,900
Capital in excess of par value	314,300	286,300
Retained earnings	667,800	640,700
Accumulated other comprehensive loss	(35,100)	(54,500)
Unearned compensation	(13,900)	(5,000)
Total shareholders' investment	946,000	880,400
	$1,490,400	$1,416,700

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

C. R. BARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(shares and dollars in thousands except per share amounts, unaudited)

	For the Three Months Ended March 31,
	2003	2002
Net sales	$335,900	$301,900
Costs and expenses:
Cost of goods sold	146,200	139,500
Marketing, selling and administrative expense	104,100	88,300
Research and development expense	19,500	14,300
Interest expense	3,100	3,200
Other (income) expense, net	(1,700)	8,200
Total costs and expenses	271,200	253,500
Income before tax provision	64,700	48,400
Income tax provision	17,800	13,700
Net income	$46,900	$34,700
Basic earnings per share	$0.91	$0.66
Diluted earnings per share	$0.89	$0.65
Weighted average common shares outstanding - basic	51,700	52,500
Weighted average common shares outstanding - diluted	52,500	53,200

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

C. R. BARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

(dollars in thousands except per share amounts, unaudited)

Three Months Ended March 31, 2003	Common Stock		Capital in Excess of Par Value	Retained Earnings	Accumulated Other ComprehensiveLoss	Unearned Compen-sation	Total
	Shares	Amount
Balance at December 31, 2002	51,602,836	$12,900	$286,300	$640,700	$(54,500)	$(5,000)	$880,400
Net income	---	---	---	46,900	---	---	46,900
Currency translation adjustments/other	---	---	---	---	19,400	---	19,400
comprehensive income							66,300
Cash dividends ($.22 per share)	---	---	---	(11,400)	---	---	(11,400)
Treasury stock retired	(150,000)	---	---	(8,400)	---	---	(8,400)
Employee stock plans	299,358	---	28,000	---	---	(8,900)	19,100
Balance at March 31, 2003	51,752,194	$12,900	$314,300	$667,800	$(35,100)	$(13,900)	$946,000
Three Months Ended March 31, 2002	Common Stock		Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Income	Unearned Compen-sation	Total
	Shares	Amount
Balance at December 31, 2001	52,383,718	$13,100	$261,700	$602,100	$(76,400)	$(11,800)	$788,700
Net income	---	---	---	34,700	---	---	34,700
Currency translation adjustments/other	---	---	---	---	(5,900)	---	(5,900)
comprehensive income							28,800
Cash dividends ($.21 per share)	---	---	---	(11,000)	---	---	(11,000)
Treasury stock retired	---	---	---	---	---	---	---
Employee stock plans	214,529	---	9,500	---	---	1,500	11,000
Balance at March 31, 2002	52,598,247	$13,100	$271,200	$625,800	$(82,300)	$(10,300)	$817,500

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

C. R. BARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands, unaudited)

	For The Three Months Ended March 31,
	2003	2002
Cash flows from operating activities:
Net income	$46,900	$34,700
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,300	10,400
Deferred income taxes	1,700	---
Expenses under stock plan	4,300	6,000
Other noncash items	4,500	9,800
Changes in assets and liabilities:
Accounts receivable	(9,700)	(8,500)
Inventories	(7,500)	9,700
Other assets	(1,800)	(1,300)
Current liabilities	15,100	(9,800)
Other long-term liabilities	(900)	(4,700)
Net cash provided by operating activities	62,900	46,300
Cash flows from investing activities:
Capital expenditures	(14,600)	(5,200)
Payments made for purchases of businesses	(11,100)	---
Patents and other intangibles	(3,400)	(1,800)
Net cash used in investing activities	(29,100)	(7,000)
Cash flows from financing activities:
Common stock issued for options and benefit plans	6,500	5,900
Purchase of common stock	(8,400)	---
Dividends paid	(11,400)	(11,000)
Repayments of borrowings, net	(300)	(300)
Net cash used in financing activities	(13,600)	(5,400)
Effect of exchange rate changes on cash and cash equivalents	6,900	(2,000)
Increase in cash and cash equivalents during the period	27,100	31,900
Balance at January 1,	373,700	262,300
Balance at March 31,	$400,800	$294,200

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The financial statements contained in this filing have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and have not been audited. However, C. R. Bard, Inc. ("Bard" or the "company") believes that it has included all adjustments to the interim financial statements, consisting only of normal recurring adjustments, that are necessary to present fairly Bard's financial condition and results of operations at the dates and for the periods presented. The results of operations for the interim periods are not necessarily indicative of results of operations for a full year. These consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements as filed by the company in its 2002 Annual Report on Form 10-K.

Consolidation - The consolidated financial statements include the accounts of the company and its majority-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements - The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires the company to make estimates and judgments that affect reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of the financial statements. The company evaluates these estimates and judgments on an ongoing basis and bases its estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions.

Reclassifications - Certain prior-year amounts have been reclassified to conform to the current year presentation.

Revenue Recognition - The company sells its products primarily through a direct sales force. The company recognizes product revenue, net of discounts and rebates, when persuasive evidence of a sales arrangement exists, title and the risk of loss have transferred, the buyer's price is fixed or determinable, contractual obligations have been satisfied and collectibility is reasonably assured. These requirements are met and sales and related cost of sales are recognized for the majority of the company's products upon shipment. For certain products, the company maintains consigned inventory at customer locations. For consigned products, revenue is recognized at the time the company is notified that the customer has used the product. A small percentage of the company's products require installation, and in those cases, revenues and related costs are recognized when installation is complete. The company allows customers to return defective or damaged products for credit, replacemen t or exchange. The company records estimated sales, discounts and rebates as a reduction of net sales in the same period revenue is recognized. The company also maintains an allowance for doubtful accounts and charges actual losses when incurred to the allowance.

Research And Development - Research and development costs are expensed when incurred.

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock-Based Compensation - The company maintains various stock-based employee and director compensation plans, which are described more fully in Note 9 Shareholders' Investment of the Notes to Consolidated Financial Statements as filed by the company in its 2002 Annual Report on Form 10-K. The company accounts for those plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations. No stock-based employee compensation cost is reflected in net income for employee option grants, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Additionally, in accordance with APB 25 and related interpretations, the company recognizes no compensation expense for the discount associated with the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. ("ESPP"). The following table illustrates the effec t on net income and earnings per share if the company had applied the fair value recognition provisions of FAS No. 123 "Accounting for Stock-Based Compensation," to stock-based employee compensation.

(dollars in thousands except per share amounts)	Three months ended March 31, 2003	Three months ended March 31, 2002
Net income as reported	$46,900	$34,700
Pro forma after-tax impact of options at fair value	2,800	2,400
Pro forma after-tax impact of ESPP discount	---	---
Pro forma net income adjusted	$44,100	$32,300
Basic earnings per share as reported	$0.91	$0.66
Diluted earnings per share as reported	$0.89	$0.65
Pro forma basic earnings per share	$0.85	$0.62
Pro forma diluted earnings per share	$0.84	$0.61

The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model. The following table outlines the assumptions used in the Black-Scholes model.

	Three months ended March 31, 2003	Three months ended March 31, 2002
Dividend yield	1.6%	1.6%
Risk-free interest rate	2.73%	4.73%
Expected option life in years	4.9	4.1
Expected volatility	33%	35%

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The per share fair value of stock options granted for the three month period ended March 31, 2003 and March 31, 2002 was $16.37 and $14.46, respectively. In general, the pro forma after-tax adjustment for options assumed a four-year life for options. There were no ESPP purchases for the three-month periods ended March 31, 2003 and March 31, 2002. All pro forma adjustments have been tax-affected at 35%. No other pro forma adjustments are required since the company records compensation expense for all other stock awards.

During the first quarter of 2003, the company initiated a salesperson incentive program. This program provides for awards of restricted stock units or the matching of deferred bonus and commissions with restricted stock units. Awards and matches are based upon salesperson performance. Awards of approximately 127,300 restricted stock units were made under this program during the first quarter of 2003. The company recorded unearned compensation expense in shareholders' investment based on the company's stock price of $58.73 at the time of grant and will recognize expense on a straight-line basis over the seven-year vesting period.

On April 16, 2003, shareholders approved the 2003 Long Term Incentive Plan of C. R. Bard, Inc. (the "2003 Plan") that replaces the company's 1993 Long Term Incentive Plan, as amended and restated, under which no further awards may be made after April 20, 2003. The total number of shares that may be issued under the 2003 Plan is 3,000,000. Awards under the 2003 Plan shall be in the form of stock options, stock appreciation rights, limited stock appreciation rights, restricted stock, unrestricted stock and other stock-based awards.

Earnings Per Share - "Basic earnings per share" represents net income divided by the weighted average shares outstanding. "Diluted earnings per share" represents net income divided by the weighted average shares outstanding adjusted for the incremental dilution of outstanding employee stock options and awards. Unless indicated otherwise, per share amounts are calculated on a diluted basis. A reconciliation of weighted average common shares outstanding to weighted average common shares outstanding assuming dilution follows:

(dollars and shares in thousands except per share amounts)	For the Three Months Ended March 31,
	2003	2002
Net income	$46,900	$34,700
Weighted average common shares outstanding	51,700	52,500
Incremental common shares issuable: stock options and awards	800	700
Weighted average common shares outstanding assuming dilution	52,500	53,200
Basic earnings per share	$0.91	$0.66
Diluted earnings per share	$0.89	$0.65

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Common stock equivalents from stock options and stock awards of approximately 30,000 and 115,000 shares at March 31, 2003 and March 31, 2002, respectively, were not included in the diluted earnings per share calculation since their effect is antidilutive.

Restructuring Charges - Based upon an analysis of divisional and manufacturing operations, the company committed to and approved a restructuring plan for certain divisions and manufacturing facilities. This plan resulted in a pretax restructuring charge of $9,100,000 in the first quarter of 2002 and a pretax restructuring charge of $24,600,000 in the third quarter of 2002. These charges were recorded in other (income) expense, net and the associated reserves are recorded in accrued expenses. These restructuring charges represent the elimination of approximately 617 employee positions and the closure of three manufacturing and two administrative facilities. The following table sets forth an analysis of restructuring provisions through March 31, 2003:

(dollars in thousands)		Beginning balance	Cash paid	Noncash charges	Accrual balance at 3/31/03
Restructuring provisions
	Termination benefits	$19,800	$8,600	---	$11,200
	Property, plant and equipment impairment	8,100	---	8,100	---
	Lease termination	2,300	200	---	2,100
	Idle facility costs	3,500	600	300	2,600
Total restructuring provisions		$33,700	$9,400	$8,400	$15,900

Through March 31, 2003, the company has eliminated 159 positions. In accordance with EITF 94-3, the company expects the remaining cash expenditures related to workforce reductions, lease terminations and facility closing costs, to be paid out no later than one year from their accrual. The above restructuring charges are based on estimates including estimated proceeds from asset dispositions and sublease revenue.

Inventories - Inventories are stated at the lower of cost or market. For most domestic divisions, cost is determined using the last-in-first-out ("LIFO") method. For all other inventories cost is determined using the first-in-first-out ("FIFO") method. Due to changing technologies and cost containment the difference between the valuation under the LIFO method and the FIFO method is not significant. The following is a summary of inventories at March 31, 2003 and December 31, 2002:

(dollars in thousands)	March 31, 2003	December 31, 2002
Finished goods	$68,600	$68,700
Work in process	59,500	51,200
Raw materials	26,200	27,200
Total	$154,300	$147,100

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Goodwill and Intangible Assets - The balances of goodwill and intangible assets are as follows:

(dollars in millions)	March 31, 2003
	Original Cost	AccumulatedAmortization	Translation / Other	Carrying Value	Useful Life
Patents	$65.6	$(29.1)	---	$36.5	5-17
Distribution agreements	20.6	(8.3)	---	12.5	5-26
Licenses	18.2	(9.0)	(0.1)	9.1	5-15
Other intangibles	26.7	(11.7)	(4.4)	10.6	3-16
Subtotal intangibles	131.1	(58.1)	(4.5)	68.5	---
Goodwill	431.7	(93.5)	(10.0)	328.2	---
Total intangibles and goodwill	$562.8	$(151.6)	$(14.5)	$396.7	---

(dollars in millions)	December 31, 2002
	Original Cost	AccumulatedAmortization	Translation/Other	Carrying Value	Useful Life
Patents	$65.3	$(28.2)	$0.0	$37.1	5-17
Distribution agreements	20.6	(8.0)	0.0	12.6	5-26
Licenses	20.2	(9.8)	(0.1)	10.3	5-15
Other intangibles	21.9	(12.1)	(4.6)	5.2	3-16
Subtotal intangibles	128.0	(58.1)	(4.7)	65.2	---
Goodwill	423.6	(93.5)	(14.0)	316.1	---
Total intangibles and goodwill	$551.6	$(151.6)	$(18.7)	$381.3	---

Goodwill increased by $5.1 million for the acquisition of the assets of a small brachytherapy seed distributor, Prostate Services of America and $3.0 million for the payment of a contingent milestone related to a prior year's acquisition. The impact of translation increased the balance of goodwill by $4.0 million. Annual forecasted amortization expense for the years 2003 through 2008 is as follows:

(dollars in millions)	2003	2004	2005	2006	2007	2008
Annual amortization expense	$12.5	$11.9	$8.7	$6.6	$5.3	$5.1

Short-Term Borrowings and Long-Term Debt - The company maintains a commercial paper program and committed credit facilities that support the company's commercial paper program. The committed facilities can also be used for other corporate purposes. In 2000, the company replaced its maturing $300.0 million committed credit facility with a $200.0 million five-year committed credit facility that matures in May of 2005 and a $100.0 million 364-day committed credit facility that next matures in May of 2003. The company anticipates renewing its $100.0 million 364-day committed credit facility in the second quarter of 2003 on similar terms. These facilities carry variable market rates of interest and require annual commitment fees. There were no commercial paper borrowings at either March 31, 2003 or December 31, 2002.

In December 1996, the company issued $150.0 million of 6.70 percent notes due 2026. These notes may be redeemed at the option of the note holders on December 1, 2006, at a redemption price equal to the

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

principal amount. The market value of these notes approximates $157.9 million at March 31, 2003, assuming the notes are held to 2026. Cash payments on interest equal $3.1 million and $3.2 million for the three-month periods ended March 31, 2003 and March 31, 2002, respectively. Certain of the company's debt agreements contain customary representations, warranties and default provisions as well as restrictions that, among other things, require the maintenance of a minimum ratio of operating cash flow to interest expense and limit the amount of debt that the company may have outstanding. As of March 31, 2003, the company was in compliance with all such covenants.

Derivative Instruments - The company enters into readily marketable traded forward contracts and options with financial institutions to help reduce the exposure to fluctuations between certain currencies. These contracts create limited earnings volatility because gains and losses associated with exchange rate movements are generally offset by movements in the underlying hedged item. The company does not enter into these arrangements for trading or speculation purposes.

(dollars in thousands)	March 31, 2003		December 31, 2002
	Notional Amount	Fair Value	Notional Amount	Fair Value
Yen forward currency agreements	$200	$200	$300	$300
Peso forward currency agreements	$14,000	$14,000	$20,000	$20,400
Euro option-based products	$29,700	$100	$39,600	$600

A roll forward of the company's derivative financial instruments for the three-month period ended March 31, 2003 is as follows:

(dollars in thousands)	Yen forward currency agreements	Peso forward currency agreements	Euro option-based products
December 31, 2002 notional amount	$300	$20,000	$39,600
New agreements	200	---	---
Expired agreements	300	6,000	9,900
March 31, 2003 notional amount	$200	$14,000	$29,700

In April of 2003, the company entered into additional Euro option-based instruments for a notional amount of approximately $60,000,000. At March 31, 2003 the net fair value of option-based products and the incremental adjustment to fair market value of forward currency agreements are recorded in Other Current Assets. During the first quarter of 2003, the company reclassified from Accumulated Other Comprehensive Income a net loss of $100,000 to Other (Income) Expense, net.

Legal - The company is subject to various legal proceedings and claims, including claims of alleged personal injuries as a result of exposure to natural rubber latex gloves distributed by the company and other product liability matters, environmental matters and disputes on agreements which arise in the ordinary course of business. In addition, the company operates in an industry susceptible to significant patent legal claims. At any given time, the company generally is involved as both a plaintiff and defendant in a number of patent infringement actions. If infringement of a third party's patent were to be determined against the company, the company may be required to make significant royalty or other payments or may be subject to an injunction or other limitation on its ability to manufacture or distribute

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

one or more products. If a company patent were to be determined to be invalid or unenforceable, the company may be required to reduce the value of the patent on the company's balance sheet and to record a corresponding noncash charge, which could be significant in amount.

Product Warranty - The majority of the company's products are intended for single use; and therefore, the company requires limited product warranty accruals. Certain of the company's products carry limited warranties that in general do not exceed one year from sale. The company accrues estimated product warranty costs at the time of sale and any additional amounts are recorded when such costs are probable and can be reasonably estimated.

(dollars in thousands)	Beginning Balance 12/31/2002	Charges to Costs and Expenses	Deductions	Ending Balance 3/31/2003
Product warranty accruals	$1,700	500	(300)	$1,900

Segment Information - The company's management considers its business to be a single segment entity - the manufacture and sale of medical devices. The company's products generally share similar distribution channels and customers. The company designs, manufactures, packages, distributes and sells medical, surgical, diagnostic and patient care devices that are purchased by hospitals, physicians and nursing homes, many of which are used once and discarded. The company's chief operating decision makers evaluate their various global product portfolios on a net sales basis. The company's chief operating decision makers generally evaluate profitability and associated investment on an enterprise-wide basis due to shared infrastructures. The following table represents net sales by geographic region based on the location of the external customer.

	Three Months Ended March 31,
(dollars in thousands)	2003	2002
United States	$242,800	$223,300
Europe	57,400	48,500
Japan	18,500	15,700
Rest of World	17,300	14,400
Total	$335,900	$301,900
Income before tax provision	$64,700	$48,400
Total assets	$1,490,400	$1,297,500
Capital expenditures	$14,600	$5,200
Depreciation and amortization	$10,300	$10,400

The following table represents net sales by disease state management.

	Three Months Ended March 31,
(dollars in thousands)	2003	2002
Net sales:
Vascular	$67,600	$59,900
Urology	109,300	99,200
Oncology	77,700	70,900
Surgery	64,400	56,000
Other products	16,900	15,900
Total net sales	$335,900	$301,900

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Our Business

For 95 years, C. R. Bard, Inc. has committed its resources to creating innovative solutions to meet the needs of both health care providers and their patients. The company is a global leader in the development, manufacture and supply of products and services to the health care industry. Bard views its product portfolios on a net sales basis by disease state management categories. Disease state management is an approach that expands the focus from products and technologies to the underlying clinical condition. The company believes that disease state management positions the company as an indispensable partner to health care deliverers. Bard is committed to maintaining and developing leadership franchises within these disease states. The company evaluates profitability and associated investments on an enterprise-wide and geographic basis due to shared infrastructures.

Net Sales

Bard reported first quarter 2003 consolidated net sales of $335.9 million; an increase of 11% over the first quarter 2002 consolidated net sales of $301.9 million.

The geographic breakdown by the location of the external customer is presented below:

	Three Months Ended March 31, 2003	Three Months Ended March 31, 2002
United States	72%	74%
Europe	17%	16%
Japan	6%	5%
Rest of world	5%	5%
Total net sales	100%	100%

Consolidated net sales were affected by price changes that had the effect of increasing consolidated net sales by 0.4% for the quarter ended March 31, 2003 and had the effect of reducing consolidated net sales by 0.1% for the quarter ended March 31, 2002 as compared to the prior year respective quarters. Consolidated net sales were also affected by the impact of exchange rate fluctuations. Exchange rate fluctuations had the effect of increasing consolidated net sales by 3.0% for the first quarter ended March 31, 2003 and decreasing consolidated net sales by 0.8% for the first quarter ended March 31, 2002. The primary exchange rate movement that impacts net sales is the movement of the Euro compared to the United States dollar. The impact of exchange rate movements on net sales is not indicative of the impact on net earnings due to the offsetting impact of exchange rate movements on operating costs and expenses, costs incurred in other currencies and the company's hedging activities.

Bard's first quarter net sales for the three months ended March 31, 2003 in the United States of $242.8 million increased 9% over the first quarter net sales for the three months ended March 31, 2002 in the United States of $223.3 million. Bard's international net sales of $93.1 million for the three months ended March 31, 2003 increased 18% over the three months ended March 31, 2002 international net sales of $78.6 million. Adjusting for exchange rate fluctuations, international net sales increased 7% on a constant currency basis for the first quarter ended March 31, 2003.

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(continued)

Presented below is a discussion of consolidated net sales by disease state for the first quarter ended March 31, 2003 and March 31, 2002.

	Product Group Summary of Net Sales
(dollars in thousands)	For the Three Months Ended March 31,
		2003	2002	Change	Constant Currency
Vascular		$67,600	$59,900	13%	6%
Urology		109,300	99,200	10%	8%
Oncology		77,700	70,900	10%	8%
Surgery		64,400	56,000	15%	13%
Other		16,900	15,900	6%	5%
Total net sales		$335,900	$301,900	11%	8%

Vascular Products - Bard markets a wide range of products for the peripheral vascular market including interventional radiology products, electrophysiology products and graft products. Consolidated net sales of vascular products increased 13% for the quarter ended March 31, 2003, as compared to the quarter ended March 31, 2002. United States net sales of vascular products experienced 15% growth for the first quarter ended March 31, 2003 while international net sales increased 10%. The vascular group is the company's most global business, with international net sales comprising 47% of total vascular revenues.

Interventional radiology products comprised 47% of the vascular products group in the first quarter ended March 31, 2003, and net sales of these products increased 16% on a constant currency basis, an increase of 24% on a reported basis. The company saw strong performance from its PTA catheter products, which grew almost 60% on a constant currency basis, 69% on a reported basis. The company's self-expanding stent line also had notable performance, growing 27% for the first quarter on a constant currency basis, 37% on a reported basis.

Net sales of electrophysiology products declined 1% on a constant currency basis, an increase of 7% on a reported basis for the first quarter ended March 31, 2003 compared to the first quarter ended March 31, 2002. United States net sales of electrophysiology products grew 6% for the three months ended March 31, 2003, while international net sales declined 6% on a constant currency basis, and increased 8% on a reported basis, compared to the first quarter ended March 31, 2002. The company's electrophysiology business continues to recover slowly in Europe.

Graft product sales declined 2% on a constant currency basis and increased 3% on a reported basis, for the first quarter ended March 31, 2003. The company had a strong showing in the United States with 6% growth but sales performance was weak internationally.

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Urological Products - Bard markets a wide range of products for the urological market including basic drainage products, continence products and urological specialty products. Consolidated net sales of urological products were $109.3 million, an increase of 8% on a constant currency basis, 10% on a reported basis, for the first quarter ended March 31, 2003 as compared to the first quarter ended March 31, 2002. Urological products comprised approximately one third of total revenues for the first quarter ended March 31, 2003. United States net sales represented 74% of total urological sales for the three months ended March 31, 2003 and grew 4% for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. International net sales of urological products for the three months ended March 31, 2003 increased 21% on a constant currency basis, 33% on a reported basis, compared to the three months ended March 31, 2002.

Net sales of basic drainage products increased 8% on a constant currency basis, 10% on a reported basis, for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. The sale of infection control drainage products fueled this growth. Of particular note is a building momentum of conversions to infection control products in the Japanese market.

Net sales of urological specialties, which includes Brachytheraphy products and services, grew 7% on a constant currency basis, 9% on a reported basis, for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. Net sales of brachytherapy products grew 9% on a constant currency basis, 10% on a reported basis, for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. The company believes its brachytheraphy growth is favorable to the overall brachytheraphy market. Net sales of brachytheraphy products were favorably impacted by the acquisition of the assets of a small seed distributor company, Prostate Services of America.

Net sales of continence products grew 10% on a constant currency basis, 14% on a reported basis, for the first quarter of 2003 as compared to the prior-year period, and accounted for 13% of total urology sales in the first quarter of 2003. The company's surgical incontinence product line continues to provide the momentum in this category growing 45% on a constant currency basis and on a reported basis, for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002.

Oncological Products - The company's oncological products include specialty access products and gastroenterological products. Consolidated net sales of oncological products increased 8% on a constant currency basis, 10% on a reported basis for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. United States net sales of oncological products increased 10% for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. International net sales were essentially flat on a constant currency basis, increased 8% on a reported basis for the three months ended march 31, 2003 as compared to the three months ended March 31, 2002.

Specialty access product sales of $56.6 million comprised 73% of the oncological product group and increased 16% on a constant currency basis, 19% on a reported basis, for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. Peripherally inserted central catheters continue to be the fastest growing products in the specialty access category, growing approximately 36% on a constant currency basis and 37% on a reported basis for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002.

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(continued)

Ports, dialysis catheters and the company's Dymax Site-Rite™ product line all grew over 10% on a constant currency and on a reported basis for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002.

Net sales of gastroenterological products were weak for the first quarter, declining 11% on a constant currency basis and 9% on a reported basis for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. $2.1 million of lower net sales of gastroenterological products in Europe were related to the company's withdrawal from its distribution agreement with Olympus Optical Co. (Europa) GmbH.

Surgical Products - Consolidated net sales of surgical specialty products increased 13% on a constant currency basis, 15% on a reported basis for the three months ended March 31, 2003 as compared to three months ended March 31, 2002. Growth was evenly balanced between the United States and international markets.

The company's hernia product offerings comprised 70% of the surgical product group revenues for the first quarter of 2003. Net sales of these products grew 24% on a constant currency basis, 27% on a reported basis for the three-month period ended March 31, 2003 as compared to the three-month period ended March 31, 2002.

Other Products - The other product group includes irrigation, wound drainage and certain third-party contract products. For the three months ended March 31, 2003, consolidated net sales of other products were $16.9 million, an increase of 5% on a constant currency basis and 6% on a reported basis for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002.

Costs and Expenses

The following is a summary of costs and expenses as a percentage of net sales:

	Three months ended March 31, 2003	Three months ended March 31, 2002
Cost of goods sold	43.5%	46.2%
Marketing, selling and administrative	31.0%	29.2%
Research and development expense	5.8%	4.7%
Interest expense	0.9%	1.1%
Other (income) expense, net	(0.5)%	2.8%
Total costs and expenses	80.7%	84.0%

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(continued)

Cost of goods sold - The company's cost of goods sold as a percentage of net sales for the three months ended March 31, 2003 was 43.5%, a reduction of 2.7% from the cost of goods sold percentage for the three months ended March 31, 2002 of 46.2%. This decrease was primarily due to favorable sales mix, cost improvements and foreign exchange. During fiscal 2002, the company recorded certain charges related to divisional and manufacturing realignments. The company's continuing manufacturing realignment efforts have contributed to the improved margins in the first quarter of 2003.

Marketing, selling and administrative - The company's marketing, selling and administrative costs as a percentage of net sales for the three months ended March 31, 2003 was 31.0%, an increase of 1.8% from the marketing, selling and administrative costs for the three month period ended March 31, 2002 of 29.2%. Approximately 1.3% of this increase was associated with executive severance for two Bard senior managers. In addition this year's marketing, selling and administrative expense includes approximately 0.25% increased expense due to ongoing studies related to sales coverage and deployment.

Research and development expense - Research and development expenditures of $19.5 million during the three months ended March 31, 2003 represented a 36.4% increase over research and development expenditures of $14.3 million during the three month period ended March 31, 2002. Included in first quarter 2003 research and development expenditures was a $3.0 million research milestone payment to the developer of the Conquestä balloon catheter. Bard has initiated a phased agreement to further that technology and transfer it to Bard. In addition the company also paid $1.6 million as a further milestone payment related to Bard's implantable pump project.

Interest expense - Interest expense is comparable for the three-month period ended March 31, 2003 compared to the three-month period ended March 31, 2002.

Other (income) expense, net

(dollars in thousands)	For the Three Months Ended March 31, 2003	For the Three Months Ended March 31, 2002
Interest income	$(1,700)	$(1,400)
Foreign exchange losses (gains)	---	(600)
Legal reserve reversal	---	(5,000)
Divisional and manufacturing restructuring	---	9,100
Merger termination costs	---	6,200
Other, net	---	(100)
Total other (income) expense, net	$(1,700)	$8,200

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(continued)

In addition to interest income and exchange gains and losses, first quarter 2002 other (income) expense, net includes certain charges related to the realignment of certain divisional and manufacturing operations ($9.1 million pretax) and the termination of the proposed Tyco merger ($6.2 million pretax). These charges are offset with the reversal of certain legal accruals ($5.0 million pretax).

Taxes - The company's tax rate for the three month period ended March 31, 2003 was 27.5%. This rate reflects the company's continued operational strategy of maximizing opportunities to manufacture in low tax environments.

Net Income and Earnings Per Share

Bard reported first quarter 2003 consolidated net income of $46.9 million, an increase of 35.2% over the first quarter 2002 consolidated net income of $34.7 million. Bard reported first quarter 2003 diluted earnings per share of $0.89, a 36.9% increase over first quarter 2002 diluted earnings per share of $0.65. Certain items affected the comparability of results between the first quarter of 2003 and the first quarter of 2002. The following table summarizes the impact of these items on consolidated net income and diluted earnings per share.

(dollars in millions, except per share amounts)	For the Three Months Ended March 31, 2003	For the Three Months Ended March 31, 2002	Change
Net income - as reported	$46.9	$34.7	35.2%
Tyco termination costs	---	4.0	---
Divisional and manufacturing realignment	---	1.7	---
Corporate realignment	---	4.2	---
Legal reserve reversal	---	(3.0)	---
Net income - adjusted for items above	$46.9	$41.6	13%
Diluted earnings per share - as reported basis	$0.89	$0.65	36.9%
Tyco termination costs	---	0.08	---
Divisional and manufacturing realignment	---	0.03	---
Corporate realignment	---	0.08	---
Legal reserve reversal	---	(0.06)	---
Diluted earnings per share - adjusted for items above	$0.89	$0.78	14%

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources

Cash provided from operations continues to be the company's primary source of funds to finance operating needs, capital expenditures and dividend payments. Bard increased its cash and short-term investments to $409.6 million at March 31, 2003 from $383.2 million at December 31, 2002. Should it be necessary, the company believes it could borrow adequate funds at competitive terms and rates. This overall financial strength gives Bard sufficient financing flexibility.

The table below summarizes liquidity measures for Bard at March 31, 2003 and December 31, 2002.

(dollars in millions)	March 31, 2003	December 31, 2002
Cash and short-term investments	$409.6	$383.2
Working capital	$483.9	$441.1
Current ratio	2.49/1	2.39/1
Net cash position	$256.6	$230.1

Working capital is defined as current assets less current liabilities. Current ratio is defined as the ratio of current assets to current liabilities. Net cash position is defined as cash and short-term investments less total debt. Cash and short-term investments held in foreign currencies are denominated in currencies that have not experienced wide, short-term fluctuations in their equivalent United States dollar values.

Contractual obligations and commercial commitments - The company is obligated to make future payments under various contracts such as debt agreements, lease agreements and unconditional purchase obligations, and has certain contingent commitments such as acquisition and investment milestones. There have been no material changes to contractual cash obligations and other commercial commitments as reflected in the Management's Discussion and Analysis in the company's 2002 Annual Report on Form 10-K. Refer to Notes 5 and 6 of the Consolidated Financial Statements in the company's 2002 Annual Report on Form 10-K and Notes 2 and 7 for information on acquisition milestones and other commitments and contingencies.

Total cash outlays made for the purchase of businesses, patents, trademarks, purchase rights and other related items were approximately $14.5 million for the three months ended March 31, 2003. These cash outlays were financed primarily with cash from operations. In 2003, the company will continue a number of initiatives including implementation of an enterprise-wide software platform, construction of a consolidated domestic distribution center and construction or expansion of various manufacturing facilities.

The company's capital structure consists of equity and interest-bearing debt. The company maintains a commercial paper program and committed credit facilities that support the company's commercial paper program. The committed facilities can also be used for other corporate purposes. In 2000, the company replaced its maturing $300.0 million committed credit facility with a $200.0 million five-year committed

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

credit facility that matures in May of 2005 and a $100.0 million 364-day committed credit facility that next matures in May of 2003. The company anticipates renewing its $100.0 million 364-day committed credit facility in the second quarter of 2003 on similar terms. These facilities carry variable market rates of interest and require annual commitment fees. There were no commercial paper borrowings at either March 31, 2003 or December 31, 2002.

Periodically, the company purchases its common stock in the open market. On December 11, 2002 the company's Board of Directors approved the purchase of up to 5.0 million shares of the company's common stock. This recent authorization follows the nearly completed buyback of 10.0 million shares authorized by the company's Board of Directors in July of 1998. The shares recently approved for repurchase, along with the remaining 512,500 shares from the 1998 authorization, will be acquired from time to time, consistent with past practice. 150,000 shares were purchased for the three-month period ended March 31, 2003. A total of 5,362,500 shares remain under the company's share purchase authorizations.

Management's Use of Non-GAAP measures - The company analyzes its consolidated net sales and net sales outside the United States for the first quarter of 2003 and the first quarter of 2002 on both a reported basis and a constant currency basis. Because changes in foreign currency exchange rates have a non-operating impact on net sales, the company's management believes the exclusion of these effects results in an additional meaningful comparison of net sales between the two periods. Additionally the company compares net income and diluted earnings per share for the first quarter of 2003 and the first quarter of 2002 on a reported basis and excluding certain specifically identified items. Because of the unusual nature of these items, the company's management believes that excluding them provides additional meaningful information about the comparability of the company's results of operations between the two periods.

Critical Accounting Policies - The preparation of financial statements requires the company's management to make estimates and assumptions that effect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The SEC recently issued guidance for "critical accounting policies". The SEC defines "critical accounting policies" as those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. The following is not intended to be a comprehensive list of all of the company's accounting policies. The company's significant accounting policies are more fully described in the company's Notes to Consolidated Financial Statements as filed by the company in its 2002 Annual Report on Form 10-K. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The critical accounting policies described below are areas in which management's judgment in selecting an available alternative could produce a materially different result.

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Revenue recognition - The company recognizes product revenue, net of discounts and rebates when persuasive evidence of a sales arrangement exists, title and risk of loss has transferred, the buyer's price is fixed or determinable, contractual obligations have been satisfied and collectibility is reasonably assured. These requirements are met and sales and related cost of sales are recognized for the majority of the company's products upon shipment. In the case of consignment inventories, revenues and associated costs are recognized upon the notification of usage by the customer. A small percentage of the company's products require installation, and in those cases revenues and related costs are recognized when installation is complete.

Inventories - Inventories are stated at the lower of cost or market. For most domestic divisions cost is determined using the last-in-first-out ("LIFO") method. For all other inventories cost is determined using the first-in-first-out ("FIFO") method. Due to changing technologies and cost containment the difference between the inventory valuation under the LIFO method and the FIFO method is not significant.

Restructuring cost estimates - As a result of business acquisitions or dispositions or as a result of organizational realignment or rationalization, the company may develop formal plans to exit certain activities, involuntarily terminate employees, terminate leases, writedown assets or close duplicative facilities. Currently, these costs and expenses are estimated in accordance with Emerging Issues Task Force No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity" ("EITF 94-3") and Staff Accounting Bulletin No. 100, "Restructuring and Impairment Charges." As additional information becomes available in future periods, the company may revise the estimated restructuring accrual based on the updated information. The company does not anticipate that material revisions will be necessary, however, if such revisions in estimates are necessary the change could have a material impact on the company's results of operations in the period of the change. FA S 146 reconsiders all of the guidance contained in EITF 94-3. This pronouncement requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of commitment to an exit or disposal plan. FAS 146 is effective for the company as of January 1, 2003. FAS 146 will not impact the accounting for any restructuring plan approved or announced to date; however, the pronouncement will impact the accounting for any future exit or disposal activities approved on or after January 1, 2003.

Legal reserve estimates - The company is at times involved in legal actions, the outcomes of which are not within the company's complete control and may not be known for prolonged periods of time. In some cases, the claimants seek damages, as well as other relief, which, if granted, could require significant expenditures. A liability is recorded in the company's consolidated financial statements for these actions when a loss is known or considered probable and the amount can be reasonably estimated. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements.

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Tax estimates - The company operates in multiple tax jurisdictions both in the United States and internationally. Accordingly, the determination of the appropriate allocation of income to each of these jurisdictions requires the company to make estimates and assumptions. The company is subject to local tax authority audits including review and possible adjustment to revenue and expense allocations made to such local tax jurisdictions. These audits can take place over extended periods and can result in an increase to the company's tax liability for specific tax jurisdictions.

Allowance for Doubtful Accounts, Customer Rebates and Inventory Writedowns - Management makes estimates of the uncollectibility of the company's accounts receivable, amounts that are rebated to specific customers in accordance with contractual requirements and inventory adjustments to reflect inventory valuation at the lower of cost or market. In estimating the reserves necessary for the allowance for doubtful accounts, management considers historical bad debt trends, customer concentrations, customer credit worthiness and current economic trends. The company establishes an allowance for doubtful accounts for estimated amounts that are uncollectibles from customers. In estimating the allowance for customer rebates, management considers the lag time between the point of sale and the payment of the customer's rebate claim, customer specific trend analysis and contractual commitments including the stated rebate rate. The company establishes an allowance for customer rebates and reduces sales for such rebate amounts. In estimating the allowance for inventory writedowns, management considers product obsolescence, quantity on hand, future demand for the product and other market-related conditions. The company records an allowance for inventory writedowns when such conditions cause the inventory market value to be below carrying value. The company records such adjustments to cost of sales in the period the condition exists.

It is possible that the underlying factors discussed above for the allowance for doubtful accounts, customer rebates and inventory writedowns could change. Depending on the extent and nature of the change to the underlying factors, the impact to the company's financial position and results of operations could be material in the period of change.

Pension Plans - The company sponsors pension plans covering substantially all domestic employees and certain foreign employees who meet eligibility requirements. Several statistical and other factors that attempt to anticipate future events are used in calculating the expense and liability related to the plans. These factors include assumptions about the discount rate, expected return on plan assets and rate of future compensation increases as determined by the company, within certain guidelines. In addition, the company's actuarial consultants also use subjective factors, such as withdrawal and mortality rates to estimate these factors. The actuarial assumptions used by the company may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of the participants. These differences may have a significant effect on the amount of pension expense recorded by the company.

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Cautionary Statement Regarding Forward-Looking Information - Certain statements contained herein or in other company documents and certain statements that may be made by management of the company orally may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They may use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" and other words and terms of similar meaning in connection with discussions of future operating or financial performance. In particular, forward-looking statements may relate to prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Because actual results are affected by risks and uncertainties, the company cautions investors that actual results may differ materially from those expressed or implied. It is not possible to predict or identify all such risks and uncertainties, but factors that could cause the actual results to differ materially from expected and historical results include, but are not limited to: health care industry consolidation resulting in customer demands for price concessions and contracts that are more complex and have longer terms; competitive factors, including competitors' attempts to gain market share through aggressive marketing programs, the development of new products or technologies by competitors and technological obsolescence; reduction in medical procedures performed in a cost-conscious environment; the lengthy approval time by the FDA or other government authorities to clear medical devices for commercial release; unanticipated product failures; legislative or administrative reforms to the United States Medicare and Medicaid systems or other United States or international reimbursement systems in a manner that would significantly reduce reimbursements for procedures using the company's medical devices; delays or denials of, or grants of low levels of, reimbursement for procedures using newly developed devices; the acquisition of key patents by competitors that would have the effect of excluding the company from new market segments; the uncertainty of whether increased research and development expenditures will result in increased sales; unpredictability of existing and future litigation including but not limited to environmental litigation, litigation regarding product liability such as claims of alleged personal injuries as a result of exposure to natural rubber latex gloves distributed by the company as well as other product liability matters, litigation regarding intellectual property matters including claims of invalidity or unenforceability of intellectual property assets, and disputes on agreements that arise in the ordinary course of business; government actions or investigations affecting the industry in general or the company in particular; future difficulties obtaining product liability or other insurance on reasonable terms; efficacy or safety concerns with respect to marketed products, whether scientifically justified or not, that may lead to product recalls, withdrawals or declining sales; uncertainty related to tax appeals and litigation; future difficulties obtaining necessary components used in the company's products and/or price increases from the company's suppliers of critical components; economic factors that the company has no control over, including changes in inflation, foreign currency exchange rates and interest rates; other factors that the company has no control over, including earthquakes, floods, fires and explosions; risks associated with maintaining and expanding international operations; and the risk that the company may not achieve manufacturing or administrative efficiencies as a result of the company's restructuring, the integration of acquired businesses or divestitur es. The company assumes no obligation to update forward-looking statements as circumstances change. You are advised, however, to consult any further disclosures the company makes on related subjects in the company's 10-K, 10-Q and 8-K reports.

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Bard operates on a global basis and therefore is subject to the exposures that arise from foreign exchange rate fluctuations. The company manages these exposures using operational and economic hedges as well as derivative financial instruments. The company's foreign currency exposures may change over time as changes occur in the company's international operations. The company's objective in managing its exposures to foreign currency fluctuations is to minimize earnings and cash flow volatility associated with assets, liabilities, net investments and probable commitments denominated in foreign currencies. In order to reduce the risk of foreign currency exchange rate fluctuations, the company has hedged a substantial portion of its expected foreign currency denominated cash flow from operations. The instruments that the company uses for hedging are readily marketable, traded forward contracts and options with financial institutions. Bard's risk management policy prohibits entering into financial inst ruments for speculative purposes. The company expects that the changes in fair value of such contracts will have a high correlation to the price changes in the related hedged cash flow. The company does not expect that the risk of transaction gains or losses from changes in the fair value of its foreign exchange position will be material because most transactions will occur in either the functional currency or in a currency that has a high correlation to the functional currency. The principal currencies the company hedges are the Euro, the Peso and the Yen. Any gains and losses on these hedge contracts are expected to offset changes in the value of the related exposure. The company enters into hedging transactions only to the extent that foreign currency exposure exists. Monetary assets of the company held in foreign currencies have relatively short maturities and are denominated in currencies that have not experienced wide, short-term fluctuations in their equivalent United States dollar values.

In December 1996, the company issued $150.0 million of 6.70% notes due 2026. These notes may be redeemed at the option of the note holders on December 1, 2006, at a redemption price equal to the principal amount. The market value of these notes approximates $157.9 million at March 31, 2003, assuming the notes are held to 2026.

Item 4. Controls and Procedures

(a) Based on their evaluations as of a date within 90 days of the filing date of this report, the company's chief executive officer and chief financial officer have concluded that the company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that information required to be disclosed by the company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) There were no significant changes in the company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluations. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.

C. R. BARD, INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, the company is subject to various legal proceedings and claims, including claims of alleged personal injuries as a result of exposure to natural rubber latex gloves distributed by the company and other product liability matters, environmental matters and disputes on agreements. In addition, the company operates in an industry susceptible to significant patent legal claims. At any given time, the company generally is involved as both a plaintiff and defendant in a number of patent infringement actions. If infringement of a third party's patent were to be determined against the company, the company may be required to make significant royalty or other payments or may be subject to an injunction or other limitation on its ability to manufacture or distribute one or more products. If a company patent were to be determined to be invalid or unenforceable, the company may be required to reduce the value of the patent on the company's balance sheet and to record a co rresponding noncash charge, which could be significant in amount.

In May 2002, the company was served with a complaint in an action entitled Nelson N. Stone, M.D., et al. v. C. R. Bard, Inc., et al., filed in the United States District Court for the Southern District of New York. The action alleges that the company breached agreements with the plaintiffs by failing to use appropriate efforts to promote the growth of a business that the company purchased from the plaintiffs, thereby depriving the plaintiffs of additional consideration. The plaintiffs seek damages, including punitive damages, and a release from noncompetition agreements. The company believes that the claims have no merit and is defending the action vigorously.

The company is subject to numerous federal, state, local and foreign environmental protection laws governing, among other things, the generation, storage, use and transportation of hazardous materials and emissions or discharges into the ground, air or water. The company is or may become a party to proceedings brought under the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as Superfund, the Resource Conservation and Recovery Act and similar state laws. These proceedings seek to require the owners or operators of contaminated sites, transporters of hazardous materials to the sites and generators of hazardous materials disposed of at the sites to clean up the sites or to reimburse the government for cleanup costs. In most cases, there are other potentially responsible parties that may be liable for any remediation costs. In these cases, the government alleges that the defendants are jointly and severally liable for the cleanup costs; however, these proceedings are freq uently resolved so that the allocation of cleanup costs among the parties more nearly reflects the relative contributions of the parties to the site situation. The company's potential liability varies greatly from site to site. For some sites the potential liability is de minimis and for others the costs of cleanup have not yet been determined.

The company believes that the outcomes of these proceedings and claims will likely be disposed of over an extended period of time. In some cases, the claimants seek damages, as well as other relief, including the invalidation or rendering unenforceable of patents which, if granted, could require significant expenditures or asset writedowns. However, while it is not feasible to predict the outcome of many of these proceedings, based upon the company's experience, current information and applicable law, the company does not expect these proceedings to have a materially adverse effect on consolidated financial position or liquidity, but one or more of the proceedings could be material to the consolidated results of operations for any one period.

C. R. BARD, INC. AND SUBSIDIARIES

Item 4. Submission of Matters to a Vote of Security Holders

1. The registrant held its Annual Meeting of Shareholders on April 16, 2003.
2. Proxies for the meeting were solicited pursuant to Regulation 14; there was no solicitation in opposition to management's nominees for directors as listed in the Proxy Statement and all such nominees were elected. The results of voting for the two Class I Directors elected for a term of three years to serve until the 2006 Annual Meeting were as follows:

Marc C. Breslawsky	For	45,061,531
	Withheld	1,657,246
Herbert L. Henkel	For	46,176,451
	Withheld	542,326

3. Described below are the other matters voted upon at the Annual Meeting and the number of affirmative votes, negative votes and abstentions and broker nonvotes.

1. To approve the 2003 Long Term Incentive Plan of C. R. Bard, Inc.

For	34,212,702
Against	5,168,413
Abstain and Broker Nonvotes	467,194

1. To ratify the appointment of KPMG LLP as independent public accountants for the year 2003.

For	44,969,074
Against	1,405,610
Abstain and Broker Nonvotes	344,093

Item 6(a). Exhibits

1. Exhibit 3a - Registrant's Restated Certificate of Incorporation, as amended, as of April 17, 1996, filed as Exhibit 3 to the company's September 30, 1996 Form 10-Q is incorporated herein by reference.
2. Exhibit 3b - Registrant's Bylaws amended as of October 11, 2000 filed as Exhibit 3b to the company's December 31, 2000 Form 10-K is incorporated herein by reference.
3. Exhibit 10aa* - 1998 Employee Stock Purchase Plan, amended as of July 1, 2000
4. Exhibit 10am* - 2003 Long Term Incentive Plan of C. R. Bard, Inc.
5. Exhibit 10an* - Scott T. Lowry Change of Control Agreement, dated as of April 16, 2003
6. Exhibit 12.1 - Computation of Ratio of Earnings to Fixed Charges
7. Exhibit 99.1 - C. R. Bard, Inc. Certification of Chief Executive Officer
8. Exhibit 99.2 - C. R. Bard, Inc. Certification of Chief Financial Officer

* - Each of these exhibits listed under the number 10 constitutes a management contract or a compensatory plan or arrangement.

C. R. BARD, INC. AND SUBSIDIARIES

Item 6(b). Reports on Form 8-K

On March 31, 2003, the registrant filed a current report on Form 8-K Item 5 correcting a clerical error in the Summary Compensation Table contained in the company's proxy statement for its 2003 annual meeting of shareholders.

On April 15, 2003, the registrant filed a current report on Form 8-K Item 12 to furnish its first quarter 2003 earnings release.

On April 22, 2003, the registrant filed a current report on Form 8-K Item 12 to furnish supplemental disclosures related to the company's analyst meeting of April 15, 2003.

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, thereunto duly authorized.

	C. R. BARD, INC.
	(Registrant)
	Todd C. Schermerhorn /s/
	Todd C. Schermerhorn
	Senior Vice President and Chief Financial Officer
	Charles P. Grom /s/
	Charles P. Grom
Date: May 8, 2003	Vice President and Controller

C. R. BARD, INC.

CERTIFICATION PURSUANT TO

RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William H. Longfield, certify that:

1. I have reviewed this quarterly report on Form 10-Q of C. R. Bard, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 8, 2003

William H. Longfield /s/

William H. Longfield

Chairman of the Board,

Chief Executive Officer

C. R. BARD, INC.

CERTIFICATION PURSUANT TO

RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd C. Schermerhorn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of C. R. Bard, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 8, 2003

Todd C. Schermerhorn /s/

Todd C. Schermerhorn

Senior Vice President and Chief Financial Officer

EX-10

Exhibit 10am 

2003 LONG TERM INCENTIVE PLAN

OF

C. R. BARD, INC.

SECTION 1. - Purpose of the Plan

The 2003 Long Term Incentive Plan of C. R. Bard, Inc. is designed to attract and retain the services of selected employees of the Corporation and its Subsidiaries and to motivate such employees to exert their best efforts on behalf of the Corporation and its Subsidiaries by providing incentives through the granting of Awards. The Corporation expects that it will benefit from the added interest that such employees will have in the welfare of the Corporation as a result of their proprietary interest in the Corporation's success. The Plan may be used to grant equity-based awards under various compensation programs of the Corporation, as determined in the discretion of the Compensation Committee of the Board of Directors of the Corporation and in accordance with the terms hereof. The Committee shall have the full authority to establish the terms and conditions of any Award granted under the Plan, subject to the terms and limitations contained herein.

SECTION 2. - Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

1. Act: The Securities Exchange Act of 1934, as amended (or any successor statute thereto).
2. Award: An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan.
3. Board: The Board of Directors of the Corporation.
4. Change of Control: A change of control of the nature that would be required to be reported in response to Item 1(a) of the Current Report on Form 8-K as in effect on April 16, 2003, pursuant to Section 13 or 15(d) of the Act (other than such a change of control involving a Permitted Holder); provided, that, without limitation, a Change of Control shall be deemed to have occurred if:
1. any "person" (other than a Permitted Holder) shall become the "beneficial owner", as those terms are defined below, of capital stock of the Corporation, the voting power of which constitutes 20% or more of the general voting power of all of the Corporation's outstanding capital stock; or
2. individuals who, as of April 16, 2003, constituted the Board (the "Incumbent Board") cease for any reasons to constitute at least a majority of the Board; provided, that any person becoming a Director subsequent to April 16, 2003, whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least three quarters of the Directors comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Corporation, which is or would be subject to Rule 14a-11 of the Regulation 14A promulgated under the Act) shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board.

For purposes of the definition of Change of Control, the following definitions shall be applicable:

1. The term "person" shall mean any individual, group, corporation or other entity.
2. For purposes of this definition only, any person shall be deemed to be the "beneficial owner" of any shares of capital stock of the Corporation:
1. which that person owns directly, whether or not of record, or
2. which that person has the right to acquire pursuant to any agreement or understanding or upon exercise of conversion rights, warrants, or options or otherwise, or
3. which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (ii) above), by an "affiliate" or "associate" (as defined in the rules of the Securities and Exchange Commission under the Securities Act of 1933, as amended) of that person, or
4. which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (ii) above), by any other person with which that person or such person's "affiliate" or "associate" (defined as aforesaid) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of capital stock of the Corporation.
3. The outstanding shares of capital stock of the Corporation shall include shares deemed owned through application of clauses (2)(ii), (iii) and (iv), above, but shall not include any other shares which may be issuable pursuant to any agreement or upon exercise of conversion rights, warrants or options, or otherwise, but which are not actually outstanding.
5. Code: The Internal Revenue Code of 1986, as amended (or any successor statute thereto).
6. Committee: The Compensation Committee of the Board, or such other committee as may be designated by the Board.
7. Corporation: C. R. Bard, Inc., a New Jersey corporation.
8. Director: A member of the Board.
9. Disability: Inability of a Participant to perform in all material respects his duties and responsibilities to the Corporation, or any Subsidiary of the Corporation, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of six consecutive months or (ii) such shorter period as the Committee may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee.
10. Effective Date: April 16, 2003, provided that the Plan shall have been approved by the shareholders of the Corporation.
11. Fair Market Value: On a given date, (i) if there should be a public market for the Shares on such date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the "NASDAQ"), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, and (ii) if there should not be a public market for the Shares on such date, the Fai r Market Value shall be the value established by the Committee in good faith.
12. ISO: An Option that is also an incentive stock option granted pursuant to Section 6(d) of the Plan.
13. LSAR: A limited stock appreciation right granted pursuant to Section 7(d) of the Plan.
14. Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan.
15. Option: A stock option granted pursuant to Section 6 of the Plan.
16. Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.
17. Participant: An employee of the Corporation or any of its Subsidiaries who is selected by the Committee to participate in the Plan.
18. Permitted Holder means, as of the date of determination: (i) an employee benefit plan (or trust forming a part thereof) maintained by the Corporation or any corporation or other person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Corporation (a "Controlled Entity"); (ii) the Corporation or any Controlled Entity; (iii) any entity, which directly or indirectly through a majority-owned Subsidiary, following a transaction described in paragraph (d) above, owns the stock or assets of the Corporation, and in which a majority of the combined voting power of the voting securities of such entity is held by the shareholders of the Corporation who were shareholders of the Corporation immediately prior to such transaction, in substantially the same proportion to each other that they were prior to the transaction; or (iv) an underwriter in a public offering, or purchaser in a private placement, of capital stock by the Corpor ation.
19. Performance-Based Awards: Certain Other Stock-Based Awards granted pursuant to Section 8(b) of the Plan.
20. Plan: The 2003 Long Term Incentive Plan of C. R. Bard, Inc., as amended from time to time.
21. Shares: Shares of common stock of the Corporation.
22. Stock Appreciation Right: A stock appreciation right granted pursuant to Section 7 of the Plan.
23. Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).

SECTION 3. - Shares Subject to the Plan

Subject to adjustment as provided in Section 9, (i) the total number of Shares which may be issued under the Plan is 3,000,000 and (ii) the maximum number of Shares for which Options and Stock Appreciation Rights or Other Stock-Based Awards under Section 8(b) may be granted during a calendar year to any Participant shall not exceed 450,000. The maximum number of Shares that may be granted as Awards of restricted Shares, unrestricted Shares and restricted Share units shall not exceed 1,200,000 shares in the aggregate. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares subject to Awards which are forfeited, terminate or otherwise lapse will be added back to the aggregate number of Shares available under the Plan.

SECTION 4. - Administration

The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof; it is expected that such subcommittee shall consist solely of at least two individuals who are intended to qualify as "Non-Employee Directors" within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and "outside directors" within the meaning of Section 162(m) of the Code (or any successor section thereto); provided, however, that the failure of the subcommittee to be so constituted shall not impair the validity of any Award made by such subcommittee. Subject to the provisions of the Plan, the Committee shall have exclusive power to select the Participants and to determine the amount of, or method of determining, the Awards to be made to Participants. All Awards granted to Participants under the Plan shall be evidenced by an Award agreement which specifies the type of Award granted pursuant to the Plan, the number of Shares under lying the Award and all terms governing the Award, including, without limitation, terms regarding vesting, exercisability and expiration of the Award. Awards may, in the discretion of the Committee and to the extent permitted by Section 6(a), be made under the Plan to Participants in assumption of, or in substitution for, outstanding awards previously granted by the Corporation or its affiliates or an entity acquired by the Corporation or with which the Corporation combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Shares underlying such previously outstanding awards, if such awards were Awards under this Plan, shall be added back to the aggregate number of Shares available under the Plan. The Committee is authorized to interpret the Plan, to establish, amend or rescind any rules and regulations relating to the Plan and to make any other determinations that it deems necessary or desirable for the ad ministration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority, consistent with the provisions of the Plan, to establish the terms and conditions of any Award and to waive any such terms or conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award as a condition to such exercise , grant or vesting. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or (b) having Shares withheld by the Corporation from any Shares that would have otherwise been received by the Participant.

SECTION 5. - Limitations

No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

SECTION 6. - Terms and Conditions of Options

Options granted under the Plan shall be, as determined by the Committee, non-qualified or incentive stock options for federal income tax purposes, as evidenced by the related Award agreements between the Corporation and the Option recipient, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:

1. Option Price. The Option Price per Share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted, except for Options granted in assumption of or substitution for outstanding awards previously granted by the Corporation or its affiliates or an entity that the Corporation acquires or with which the Corporation combines, in any case in a transaction contemplated by Section 9(a). Except as otherwise provided in this Section 6(a), the Committee shall not have the authority to reduce the Option Price per Share of any outstanding Option granted pursuant to the Plan by amendment or cancellation and substitution of the outstanding Option or by any other action of the Committee without the approval of the Corporation's shareholders.
2. Exercisability. Options granted under the Plan shall be vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted.
3. Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then vested and exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Corporation and, if applicable, the date payment is received by the Corporation pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Corporation in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held b y the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) if there is a public market for the Shares at such time, subject to rules and limitations established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Corporation an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares, received such Shares from the Corporation and, if applicable, has satis fied any other conditions imposed by the Committee pursuant to the Plan.
4. Incentive Stock Options. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto). Except as otherwise permitted in Section 422 of the Code (or any successor section thereto), no ISO may be granted to any Participant who, at the time of such grant, owns more than ten percent of the total combined voting power of all classes of stock of the Corporation or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the Partic ipant shall promptly notify the Corporation of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such failure to qualify, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided, that such Option (or portion thereof) otherwise complies with the Plan's requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Corporation or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.
5. Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof that he or she is the beneficial owner (as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto)) of such Shares, in which case the Corporation shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

SECTION 7. - Terms and Conditions of Stock Appreciation Rights

1. Grants. The Committee also may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement).
2. Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the greater of (i) the Fair Market Value of a Share on the date the Stock Appreciation Right is granted or, in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the Option Price of the related Option and (ii) the minimum amount permitted by applicable laws, rules, by-laws or policies of regulatory authorities or stock exchanges. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right and as to which the Stock Appreciation Right is exercised. Each Stock Appreciation Right granted in conjunction with an Optio n, or a portion thereof, shall entitle a Participant to surrender to the Corporation the unexercised Option, or any portion thereof, and to receive from the Corporation in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Corporation shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time in whole or in part upon actual receipt by the Corporation of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. No fractional Shares will be issued in payment for Stock Apprec iation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.
3. Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit.
4. Limited Stock Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrence of specified contingent events (including, without limitation, a Change of Control). Such LSARs may provide for a different method of determining appreciation, may specify that payment will be made only in cash and may provide that any related Awards are not exercisable while such LSARs are exercisable. Pursuant to Section 4, the Committee is authorized to amend the terms of an LSAR held by any employee subject to Section 16 of the Exchange Act, as may be necessary so that the holding and exercise of such LSAR will be exempt under such Section 16. Unless the context otherwise requires, whenever the term "Stock Appreciation Right" is used in the Plan, such term shall include LSARs.

SECTION 8. - Other Stock-Based Awards

1. Generally. The Committee, in its sole discretion, may grant or sell Awards of Shares, Awards of restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives; provided, however, that the Committee may grant Awards of unrestricted Shares only if the Committee has determined that such Award is made in lieu of salary or cash bonus. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Commi ttee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable); provided, however, that the restricted period specified in respect of any Award of restricted Shares shall not be less than three years, except that the Committee may (i) provide for the restricted period to terminate at any time after one year upon the attainment of performance-based objectives and (ii) the Committee may grant awards of up to 150,000 restricted Shares without regard to this limitation.
2. Performance-Based Awards. Notwithstanding anything to the contrary herein, certain Other Stock-Based Awards granted under this Section 8 may be granted in a manner which is deductible by the Corporation under Section 162(m) of the Code (or any successor section thereto) ("Performance-Based Awards"). A Participant's Performance-Based Awards shall be determined based on the attainment of written performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period, or as otherwise permitted pursuant to Section 162(m) of the Code (or any successor section thereto). The performance goals, which must be objective, shall be based upon one or more of the followin g criteria: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per Share; (v) return on shareholders' equity; (vi) attainment of strategic and operational initiatives; (vii) customer income; (viii) economic value-added models; (ix) maintenance or improvement of profit margins; (x) stock price, including, without limitation, as compared to one or more stock indices; (xi) market share; (xii) revenues, sales or net sales; (xiii) return on assets; (xiv) book value per Share; (xv) expense management; (xvi) improvements in capital structure; (xvii) costs and (xviii) cash flow. The foregoing criteria may relate to the Corporation, one or more of its Subsidiaries or one or more of its divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Commit tee shall determine. In addition, to the degree consistent with the Code, the performance goals may be calculated without regard to extraordinary, unusual and/or non-recurring items. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however , that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a Performance-Based Award. To the extent Section 162(m) of the Code (or any successor section thereto) provides terms different from the requirements of this Section 8(b), this Section 8(b) shall be deemed amended thereby.

SECTION 9. - Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary:

1. Generally. In the event after the Effective Date there is any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares or other property or securities (other than regular cash dividends) or any transaction similar to the foregoing or other transaction that results in a change to the Corporation's equity capitalization, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable or appropriate, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options and Stock Appreciation Rights and Other Stock-Based Awards under Section 8(b) may be granted during a calendar year to any Participant, (iii) the maximum number of Shares which may be granted as Awards of restricted Shares, unrestricted Shares and restricted Share units, (iv) the Option Price, exercise price of any Stock Appreciation Right or purchase price of any Award and/or (v) any other affected terms of an Award or the Plan.
2. Change of Control. In the event of a Change of Control after the Effective Date, except to the extent the Committee has determined otherwise with respect to any Award at or prior to the time of grant, (i) any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to the effectiveness of such Change of Control and (ii) the Committee may, but shall not be obligated to, (A) cancel such Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate exercise price of such Options or Stock Appreciation Rights or (B) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion.

SECTION 10. - No Right to Employment or Awards; Excluded Compensation Under Other Plans

The granting of an Award under the Plan shall impose no obligation on the Corporation or any Subsidiary to continue the employment of a Participant and shall not lessen or affect the Corporation's or Subsidiary's right to terminate the employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). No award under the Plan shall be taken into account in determining a Participant's compensation for purposes of any group life insurance or other employee benefit or pension plan of the Corporation.

SECTION 11. - Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant's creditors.

SECTION 12. - Nontransferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. Upon the Disability of a Participant, an Award may be exercisable by his or her conservator or representative.

SECTION 13. - Share Issuance and Delivery in Compliance With Securities Laws

If in the opinion of counsel for the Corporation (who may be an employee of the Corporation or independent counsel employed by the Corporation), any issuance or delivery of Shares to a Participant will violate the requirements of any applicable federal or state laws, rules or regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, or the Act), such issuance or delivery may be postponed until the Corporation is satisfied that the distribution will not violate such laws, rules or regulations. Certificates delivered to Participants pursuant to the Plan may bear such legends as the Corporation may deem advisable.

SECTION 14. - Amendments or Termination

The Board may amend the Plan at any time, provided that no amendment shall be made without the approval of the Shareholders of the Corporation that would (a) increase the maximum number of Shares which may be acquired under the Plan, (b) extend the term during which Options may be granted under the Plan, (c) permit the Option Price per Share to be less than 100% of the Fair Market Value of the Shares on the date an Option is granted (other than as provided in Section 6(a)), (d) terminate restrictions applicable to Awards (except in connection with a Participant's death, Disability or termination of employment or in connection with a Change of Control) or (e) provide for Awards not permitted pursuant to the terms of the Plan. The Board shall also have the right to terminate the Plan at any time. Without the consent of a Participant (except as otherwise provided in Section 9(a)), no amendment shall materially diminish any of the rights of such Participant under any Award theretofore granted to such Part icipant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

SECTION 15. - International Participants

With respect to Participants who reside or work outside the United States of America and who are not (and who are not expected to be) "covered employees" within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law and practice or otherwise as deemed necessary or desirable by the Committee.

SECTION 16. - Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflicts of laws.

SECTION 17. - Effectiveness of the Plan

The Plan shall be effective as of the Effective Date.

EX-10

Exhibit 10aa

1998 EMPLOYEE STOCK PURCHASE PLAN

OF

C. R. BARD, INC.,

AS AMENDED AND RESTATED

The 1998 Employee Stock Purchase Plan of C. R. Bard, Inc., as Amended and Restated, provides Eligible Employees of C. R. Bard, Inc., a New Jersey corporation (the "Company"), and its Subsidiaries an opportunity to purchase shares of Common Stock of the Company on the terms and conditions set forth below.

1. Definitions
1. Business Day: any day the New York Stock Exchange is open for business.
2. Code: the Internal Revenue Code of 1986, as amended.
3. Common Stock: the Company's Common Stock, par value $.25 per share.
4. Compensation: with respect to a Participant, the portion of the Participant's basic pay, overtime pay and vacation and holiday pay paid to the Participant during the applicable payroll period.
5. Delayed Purchase Date: has the meaning specified in Section 9(b).
6. Eligible Employee: an employee who is eligible to participate in the Plan pursuant to Section 3.
7. Fair Market Value: the mean between the high and low sales price of the Common Stock on the subject day as reported on the New York Stock Exchange--Composite Transactions Tape or, if no sale of the Common Stock shall have occurred on the New York Stock Exchange on that day, on the next preceding day on which there is a sale. If the Common Stock is not traded on the New York Stock Exchange, the Fair Market Value shall be the amount that is reasonably determined by the Plan Administrator.
8. Grant Date: each January 1 and July 1.
9. Option: an option to purchase shares of Common Stock under the Plan, pursuant to the terms and conditions hereof.
10. Participant: an Eligible Employee who is participating in the Plan pursuant to Section 4.
11. Plan: 1998 Employee Stock Purchase Plan of C. R. Bard, Inc., as Amended and Restated, as further amended from time to time.
12. Plan Account: an account maintained by the Company or its designated recordkeeper for each Participant to which the Participant's payroll deductions and other contributions are credited, against which funds used to purchase shares of Common Stock are charged and to which shares of Common Stock purchased are credited.
13. Plan Administrator: the Retirement Committee under the Retirement Plan, or such other person or persons, including a committee, as may be appointed by the Board of Directors of the Company to administer the Plan. The Board of Directors of the Company may at any time remove or replace the Plan Administrator.
14. Purchase Date: except as provided in Section 17, each June 30 and December 31 (or the following Business Day if such date is not a Business Day).
15. Purchase Price: unless the Plan Administrator determines before a Grant Date that a higher or lower price that complies with Code Section 423 shall apply, the Purchase Price of the shares of Common Stock which are to be sold under the Plan on the Purchase Date (and on the related Delayed Purchase Date) next following such Grant Date shall be the lesser of 85% of the Fair Market Value of Common Stock on such Grant Date and 85% of the Fair Market Value of a share of Common Stock on such Purchase Date.
16. Retirement Plan: the Employees' Retirement Plan of C. R. Bard, Inc., as amended.
17. Subsidiary: any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
2. Stock Subject to the Plan. Subject to Section 14, the aggregate number of shares of Common Stock which may be sold under the Plan is 500,000. The Company may make open-market purchases, sell treasury shares or issue authorized but unissued shares of Common Stock to provide shares of Common Stock for purchase under the Plan.
3. Eligible Employees. An "Eligible Employee" means each employee of the Company or any domestic Subsidiary, and each employee of a foreign Subsidiary to which the Plan is extended by the Plan Administrator, except:
1. an employee whose customary employment is fewer than 20 hours or less per week; or
2. an employee whose customary employment is for fewer than five months in any calendar year.
4. Participation in the Plan.
1. An Eligible Employee may elect to participate in the Plan by completing and filing with the Company or its designated recordkeeper an election form or by making such election in such other manner as the Plan Administrator may determine, which other manner will be communicated to Eligible Employees. Any such election may authorize payroll deductions from the employee's Compensation. Such deductions shall commence on the first Grant Date thereafter as elected by the Employee, and shall continue until the Employee terminates participation in the Plan or the Plan is terminated. An Eligible Employee may participate in the Plan through payroll deductions or by making contributions as provided in Section 7.
2. Notwithstanding the foregoing, an Eligible Employee shall not be granted an Option on any Grant Date if such employee, immediately after the Option is granted, would own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. For purposes of this paragraph, the rules of Code Section 424(d) shall apply in determining the stock ownership of an individual, and stock which an employee may purchase under outstanding options shall be treated as stock owned by the employee.
5. Payroll Deductions. Payroll deductions shall be made from the Compensation paid to each Participant for each payroll period in such whole percentage from 1% to 10% as the Participant shall authorize in such Participant's election form. No Eligible Employee may be granted an Option which permits such Eligible Employee to purchase Common Stock under the Plan, and any other stock purchase plan of the Company or any Subsidiary that is qualified under Section 423 of the Code, to accrue at a rate which exceeds $25,000 of Fair Market Value of such stock (determined at the time such Option is granted) for each calendar year in which the Option is outstanding at any time.
6. Changes in Payroll Deductions. Subject to the minimum and maximum deductions set forth above, a Participant may change the amount of such Participant's payroll deductions as of the next Grant Date by filing a new election form with the Company or its designated recordkeeper (or by making such election in such other manner as the Plan Administrator may determine, which other manner will be communicated to Eligible Employees) no later than ten Business Days in advance of the next Grant Date. The change shall be effective until revoked in writing.
7. Lump-Sum Contributions. Each Eligible Employee shall be entitled to make one contribution to such employee's Plan Account during the period beginning on January 1 and ending on March 31 in each year and one contribution to such employee's Plan Account during the period beginning on July 1 and ending on September 30 in each year. Each such contribution shall be made by delivering a personal check or funds in such other form acceptable to the Company to the Company's Corporate Human Resources Department. Each such contribution shall be accompanied by a written notice in a form prescribed by the Company requesting that the funds tendered with such notice be deposited in such employee's Plan Account.
8. Termination of Participation in Plan. A Participant may, at any time and for any reason, voluntarily terminate participation in the Plan by written notification of withdrawal delivered to the Plan Administrator. Such Participant's payroll deductions under the Plan shall cease as soon as practicable following delivery of such notice. A Participant's participation in the Plan shall be terminated upon termination of such Participant's employment with the Company and its Subsidiaries for any reason. If the former Participant remains employed by the Company or any of its Subsidiaries after termination of participation in the Plan, any payroll deductions or contributions pursuant to Section 7 credited to such Participant's Plan Account shall be used to purchase shares of Common Stock on the next Purchase Date or Delayed Purchase Date (as defined below), as the case may be. If the former Participant is no longer employed by the Company or any of its Subsidiaries after termination of participation in the Plan, any payroll deductions or contributions pursuant to Section 7 credited to such Participant's Plan Account shall be paid to such Participant in cash as soon as practicable following termination of employment. An Eligible Employee whose participation in the Plan is terminated may rejoin the Plan by making an election to participate in accordance with Section 6.
9. Purchase of Shares.
1. On each Grant Date, each Participant shall be deemed to have been granted an Option.
2. On each Purchase Date, each Participant shall be deemed, without any further action, to have purchased that number of shares of Common Stock determined by dividing the Purchase Price into the cash balance in the Participant's Plan Account on the Purchase Date; provided, that in respect of any Purchase Date (other than a date deemed to be a Purchase Date pursuant to Section 17) any Participant may elect (a "Deferral Election") by written notification delivered to the Company or its designated recordkeeper (or in such other manner as the Plan Administrator may determine, which other manner will be communicated to Eligible Employees) not less than 10 days prior to such Purchase Date (which election shall remain in effect until revoked in writing) to delay such purchase to the immediately following January 1, in the case of a Purchase Date on June 30, or July 1, in the case of a Purchase Date on December 31 (the "Delayed Purchase Date"), on which date such Participant shall be deemed, without any further act ion, to have purchased that number of shares of Common Stock determined by dividing the Purchase Price (determined as of the Purchase Date with respect to which the Deferral Election was made (i.e., the second preceding Purchase Date)) into the cash balance in the Participant's Plan Account as of such Purchase Date; provided, further, that each Participant employed by a Subsidiary organized in Germany, the United Kingdom or Italy or any other country designated from time to time by the Plan Administrator (which designation the Plan Administrator shall promptly make known to affected Eligible Employees) shall be deemed to have made such election unless such Participant elects to the contrary by written notification delivered to the Company or its designated recordkeeper (or in such other manner as the Plan Administrator may determine, which other manner will be communicated to Eligible Employees) not less than 10 days prior to such Purchase Date (which election shall remain in effect until revoked in writing) .
3. As soon as practicable after each Purchase Date, a statement shall be delivered to each Participant who has not made a Deferral Election which shall include (i) the number of shares of Common Stock purchased on the Purchase Date on behalf of such Participant under the Plan, (ii) the purchase price per share applicable to such Purchase Date and (iii) the total amount of cash transferred to the Participant's Plan Account since the immediately preceding Grant Date pursuant to Section 5. As soon as practicable after each Purchase Date, a statement shall be delivered to each Participant who has made a Deferral Election which shall include (i) the total amount of cash transferred to the Participant's Plan Account since the immediately preceding Grant Date pursuant to Sections 5 and 7 and (ii) the purchase price per share applicable to such Purchase Date. As soon as practicable after each Delayed Purchase Date, a statement shall be delivered to each Participant who has made a Deferral Election which shall inclu de (i) the number of shares of Common Stock purchased on the Delayed Purchase Date on behalf of such Participant under the Plan, (ii) the Purchase Price per share applicable to such Delayed Purchase Date and (iii) the cash balance in the Participant's Plan Account as of the second preceding Purchase Date.
4. A stock certificate for whole shares of Common Stock in a Plan Account shall be issued and a cash payment for any fraction of a share of Common Stock in a Plan Account will be made upon request at any time after such shares have been held in such Participant's Plan Account for a period of six months; provided, that a stock certificate for whole shares of Common Stock in a Participant's Plan Account which were purchased on a Delayed Purchase Date shall be issued and a cash payment for any fraction of a share of Common Stock in a Plan Account which was purchased on a Delayed Purchase Date will be made upon request of the Participant at any time. Notwithstanding the preceding sentence, if the Participant's employment with the Company and its Subsidiaries terminates, a stock certificate for whole shares and a cash payment for fractional shares of Common Stock in such Participant's Plan Account shall be issued or made as soon as administratively feasible thereafter. Stock certificates under the Plan shall be issued, at the election of the Participant, in such Participant's name or in such Participant's name and the name of another person as joint tenants in common.
10. Rights as a Shareholder. As of the Purchase Date or Delayed Purchase Date, as the case may be, a Participant shall be treated as record owner of such Participant's shares purchased pursuant to the Plan.
11. Rights Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and distribution, and are exercisable during the Participant's lifetime only by the Participant or by the Participant's guardian or legal representative. No rights or payroll deductions of a Participant shall be subject to execution, attachment, levy garnishment or similar process.
12. Sale of Purchased Stock. An Eligible Employee must advise C. R. Bard, Inc. promptly if the Eligible Employee disposes of any shares of Common Stock purchased by the Eligible Employee under the Plan if such disposition shall have occurred within two years after the Grant Date immediately preceding the Eligible Employee's purchase of such shares.
13. Application of Funds. All funds of Participants received or held by the Company under the Plan before purchase of the shares of Common Stock shall be held by the Company without liability for interest or other increment.
14. Adjustments in Case of Changes Affecting Shares. In the event of a subdivision or consolidation of outstanding shares of Common Stock, or the payment of a stock dividend, the number of shares approved for the Plan shall be increased or decreased proportionately, and such other adjustment shall be made as may be deemed equitable by the Plan Administrator. In the event of any other change affecting the Common Stock, such adjustment shall be made as shall be deemed equitable by the Plan Administrator to give proper effect to such event.
15. Administration of the Plan. The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have authority to make rules and regulations for the administration of the Plan and its interpretations, and decisions with regard to the Plan and such rules and regulations shall be final and conclusive. It is intended that the Plan shall at all, times meet the requirements of Code Section 423, if applicable, and the Plan Administrator shall, to the extent possible, interpret the provision of the Plan so as to carry out such intent.
16. Amendments to the Plan. The Plan Administrator may, at any time, or from time to time, amend or modify the Plan; provided, however, that no amendment shall be made increasing or decreasing the number of shares authorized for the Plan (other than as provided in Section 14 or 17), and that no amendment shall be made which would cause the Plan to fail to meet the applicable requirements of Code Section 423.
17. Termination of Plan. The Plan shall terminate upon the earlier of (a) the termination of the Plan by the Board of Directors of the Company as specified below or (b) the date no more shares remain to be purchased under the Plan. The Board of Directors of the Company may terminate the Plan as of any date, and the date of termination shall be deemed a Purchase Date. If on such Purchase Date or at any other time Participants in the aggregate have Options to purchase more shares of Common Stock than are available for purchase under the Plan, each Participant shall be eligible to purchase a reduced number of shares of Common Stock on a pro rata basis, and any excess payroll deductions shall be returned to Participants, all as provided by rules and regulations adopted by the Plan Administrator.
18. Costs. All costs and expenses incurred in administering the Plan shall be paid by the Company. Any costs or expenses of selling shares of Common Stock acquired pursuant to the Plan shall be borne by the holder thereof.
19. Governmental Regulations. The Company's obligation to sell and deliver Common Stock pursuant to the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such stock.
20. Applicable Law. The Plan shall be interpreted under the laws of the United States of America and, to the extent not inconsistent therewith, by the laws of the State of New Jersey. The Plan is not to be subject to the Employee Retirement Income Security Act of 1974, as amended, but is intended to comply with Code Section 423. Any provisions required to be set forth in the Plan by such Code section are hereby included as fully as if set forth in the Plan in full.
21. Effect on Employment. The provisions of the Plan shall not affect the right of the Company or any Subsidiary or any Participant to terminate the Participant's employment with the Company or any Subsidiary.
22. Withholding. The Company reserves the right to withhold from stock or cash distributed to a Participant any amounts which it is required by law to withhold.
23. Sale of Company. In the event of a proposed sale of all or substantially all of the assets of the Company or a merger of the Company with or into another corporation, the Company shall require that each outstanding Option be assumed or an equivalent right to purchase stock of the successor or purchaser corporation be substituted by the successor or purchaser corporation, unless the Plan is terminated.
24. Effective Date. The Plan shall become effective July 1, 1998, provided that the stockholders of the Company approve it within 12 months after the date the Plan was adopted by the Board of Directors of the Company.

EX-10

EX-12

C. R. BARD, INC. AND SUBSIDIARIES

Exhibit 12.1 - Computation of Ratio of Earnings to Fixed Charges

		Year Ended December 31,
	Three months ended 3/31/03	2002	2001	2000	1999	1998
Earnings before taxes	$64,700	$211,000	$204,900	$154,000	$173,300	$464,400
Add(Deduct):
Fixed charges	4,400	17,700	19,100	24,500	24,200	31,400
Undistributed earnings of less than 50% owned companies carried at equity	(500)	(1,100)	(2,000)	(2,900)	(2,700)	(800)
Earnings available for fixed charges	$68,600	$227,600	$222,000	$175,600	$194,800	$495,000
Fixed charges:
Interest, including amounts capitalized	$3,100	$12,600	$14,200	$19,300	$19,300	$26,400
Proportion of rent expense deemed to represent interest factor	1,300	5,100	4,900	5,200	4,900	5,000
Fixed charges	$4,400	$17,700	$19,100	$24,500	$24,200	$31,400
Ratio of earnings to fixed charges	15.59	12.86	11.62	7.17	8.05	15.76

EX-99

Exhibit 99.1

C. R. Bard, Inc.

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, William H. Longfield, Chairman and Chief Executive Officer of C. R. Bard, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Form 10-Q of C. R. Bard, Inc. for the quarter ended March 31, 2003, being filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of C. R. Bard, Inc.

William H. Longfield /s/

Name: William H. Longfield

Date: May 5, 2003

A signed original of this written statement required by Section 906 has been provided to C. R. Bard, Inc. and will be retained by C. R. Bard, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 99.2

C. R. Bard, Inc.

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Todd C. Schermerhorn, Senior Vice President and Chief Financial Officer of C. R. Bard, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Form 10-Q of C. R. Bard, Inc. for the quarter ended March 31, 2003, being filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of C. R. Bard, Inc.

Todd C. Schermerhorn /s/

Name: Todd C. Schermerhorn

Date: May 5, 2003

A signed original of this written statement required by Section 906 has been provided to C. R. Bard, Inc. and will be retained by C. R. Bard, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.