8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 19, 2005

C. R. BARD, INC.

(Exact Name of Registrant as Specified in Charter)

New Jersey	001-6926	22-1454160
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

730 Central Avenue Murray Hill, New Jersey	07974
(Address of Principal Executive Office)	(Zip Code)

(908) 277-8000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

ITEM 2.02 Results of Operations and Financial Condition.

The following information is being furnished pursuant to Item 2.02.

On April 19, 2005, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the first quarter ended March 31, 2005. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference in this Item 2.02. The information in this press release shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number
99.1	Press Release (This exhibit is furnished not filed.)

SIGNATURE

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

C. R. BARD, INC.
By:	/s/ Todd C. Schermerhorn
Name:	Todd C. Schermerhorn
Title:	Senior Vice President and
	Chief Financial Officer

April 19, 2005

EX-99.1

Exhibit 99.1

Contacts:

Investor Relations:	Eric J. Shick
	Vice President, Investor Relations
	(908) 277-8413
Media Relations:	Holly P. Glass
	Vice President, Government and Public Affairs
	(703) 754-2848

BARD ANNOUNCES FIRST QUARTER RESULTS

MURRAY HILL, NJ — (April 19, 2005) — C. R. Bard, Inc. (NYSE-BCR) today reported 2005 first quarter financial results. First quarter 2005 net sales were $428.6 million, an increase of 9 percent over the prior-year period. Excluding the impact of a 2004 divestiture and foreign exchange, first quarter 2005 ongoing net sales increased 12 percent over the prior-year period.

For the first quarter 2005, net sales in the U.S. were $300.4 million and net sales outside the U.S. were $128.2 million, both up 9 percent over the prior-year period. Excluding the impact of the 2004 divestiture and foreign exchange, first quarter 2005 ongoing net sales in the U.S. and outside the U.S. increased 14 percent and 7 percent, respectively, over the prior-year period.

For the first quarter 2005, net income was $81.3 million and diluted earnings per share were 75 cents, an increase of 13 percent and 12 percent, respectively, over the prior-year period.

The 2005 first quarter results included certain items that increased net income by $2.0 million (after-tax), or 2 cents per diluted share. Excluding certain items, first quarter 2005 net income was $79.3 million and diluted earnings per share were 73 cents. Net income and diluted earnings per share, excluding certain items, increased by 25 percent and 24 percent, respectively, for the first quarter 2005, as compared to the prior-year period.

“We are pleased to start 2005 with good momentum. Revenue growth for the first quarter was strong across all of our major product groups, reflecting the power of our broad portfolio and the importance of new technology,” commented Timothy M. Ring, chairman and chief executive officer. “Our earnings performance benefited from healthy gross margin expansion and lower operating spending for the quarter. Going forward, we will leverage our operating efficiencies to provide us with the means to invest in our key franchises, deliver innovative clinical solutions and enhance shareholder value.”

C. R. Bard, Inc. (www.crbard.com), headquartered in Murray Hill, N.J., is a leading multinational developer, manufacturer and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology, oncology and surgical specialty products.

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current expectations, the accuracy of which is necessarily subject to risks and uncertainties. These statements are not historical in nature and use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “forecast”, “plan”, “believe”, and other words of similar meaning in connection with any discussion of future operating or financial performance. Many factors may cause actual results to differ materially from anticipated results including product developments, sales efforts, expenses, the outcomes of contingencies such as legal proceedings, and other economic, business, competitive and regulatory factors. The company undertakes no obligation to update its forward-looking statements. Please refer to our December 31, 2004 10-K for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.

The company sold certain assets of its Endoscopic Technologies division on September 30, 2004. Net sales excluding sales of the divested Endoscopic Technologies products are referred to as “ongoing net sales”. The earnings per share figures reported in this press release reflect the company’s two-for-one common stock split that became effective on May 28, 2004.

“Net sales, excluding foreign exchange”, “ongoing net sales” and “net income and diluted earnings per share excluding certain items” are non-GAAP financial measures. The company analyzes net sales on a constant currency and ongoing basis to better measure the comparability of results between periods. Because changes in foreign currency exchange rates have a non-operating impact on net sales, the company believes that evaluating growth in net sales on a constant currency basis provides an additional and meaningful assessment of net sales. The company believes that comparing ongoing net sales between periods provides an additional and meaningful analysis of comparable operations. Net income and EPS excluding certain items are used by the company to measure the comparability of results between periods. Because certain items such as investment gains and litigation outcomes may not reflect underlying operating results, the company believes the exclusion of these and similar items provides an additional and meaningful assessment of net income and EPS. The limitation of these non-GAAP measures is that, by excluding certain items, they do not reflect results on a standardized reporting basis. All non-GAAP financial measures are intended to supplement the applicable GAAP disclosures and should not be viewed as a replacement for GAAP results.

C. R. Bard, Inc.

Consolidated Statements of Income

(in thousands except per share amounts, unaudited)

	Quarter Ended March 31,
	2005			2004
Net sales	$	428,600		$	393,800
Costs and expenses:
Cost of goods sold		164,900			161,600
Marketing, selling & administrative expense		128,600			120,700
Research & development expense		27,200			23,200
Interest expense		3,100			3,400
Other (income) expense, net		(6,400	)		(13,400	)
Total costs and expenses		317,400			295,500
Income before tax provision		111,200			98,300
Income tax provision		29,900			26,400
Net income	$	81,300		$	71,900
Basic earnings per share	$	0.78		$	0.69
Diluted earnings per share	$	0.75		$	0.67
Wt. avg. common shares outstanding – basic		104,900			104,000
Wt. avg. common shares outstanding – diluted		108,200			106,600

Product Group Summary of Net Sales

	(dollars in thousands, unaudited) Quarter Ended March 31,
	2005		2004		Change		Constant Currency
Vascular	$	104,300	$	92,100	13	%	11	%
Urology		127,400		116,500	9	%	8	%
Oncology		93,200		79,200	18	%	17	%
Surgery		85,600		75,200	14	%	13	%
Other		18,100		15,700	15	%	15	%
Ongoing Sales	$	428,600	$	378,700	13	%
FX Impact		—		4,500
Con. Currency	$	428,600	$	383,200			12	%
Ongoing Sales	$	428,600	$	378,700	13	%
Divested Sales		—		15,100
Reported Sales	$	428,600	$	393,800	9	%

Notes to Consolidated Statements of Income

• Net sales of divested products were previously reported in the oncology product group.

• All earnings per share numbers reflect the company’s 2 for 1 stock split that became effective May 28, 2004.

• For the first quarter of 2005, in addition to interest income and exchange gains and losses, other (income) expense, net included income of approximately $3.2 million pretax ($2.0 million after-tax; $0.02 diluted earnings per share) resulting from a milestone payment related to the company’s sale of an investment during the second quarter of 2004.

• For the first quarter of 2004, in addition to interest income and exchange gains and losses, other (income) expense, net included the adjustment of a fourth quarter 2003 reserve recorded in connection with a legal verdict. This adjustment resulted in additional pretax income of $16.0 million ($9.8 million after-tax; $0.09 diluted earnings per share), partially offset by a charge for an unrelated legal settlement of $3.9 million pretax ($2.3 million after-tax; $0.02 diluted earnings per share). In addition the company recorded a $1.1 million tax credit in income tax provision related to the retroactive effective date of its Malaysian high-technology pioneer grant ($0.01 diluted earnings per share).

	Reconciliation of Earnings (in millions, except per share) Quarter Ended March 31,
	2005						2004
	Net Income			Diluted EPS			Net Income			Diluted EPS
GAAP Basis	$	81.3		$	0.75		$	71.9		$	0.67
Adjustment		(2.0	)		(0.02	)		(8.6	)		(0.08	)
Adjusted Basis	$	79.3		$	0.73		$	63.3		$	0.59