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 18, 2006

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:

¨ 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 18, 2006, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the first quarter ended March 31, 2006. 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 18, 2006

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

REVENUE UP 9 PERCENT AS REPORTED, 11 PERCENT IN CONSTANT CURRENCY

MURRAY HILL, NJ — (April 18, 2006) — C. R. Bard, Inc. (NYSE-BCR) today reported 2006 first quarter financial results. First quarter 2006 net sales were $467.5 million, an increase of 9 percent over the prior-year period. Excluding the impact of foreign exchange, first quarter 2006 net sales increased 11 percent over the prior-year period.

For the first quarter 2006, net sales in the U.S. were $330.0 million and net sales outside the U.S. were $137.5 million, up 10 percent and 7 percent, respectively, over the prior-year period. Excluding the impact of foreign exchange, first quarter 2006 net sales outside the U.S. increased 13 percent over the prior-year period.

For the first quarter 2006, net income was $81.1 million and diluted earnings per share were 76 cents. Net income, as reported, was approximately equal to the prior-year period and diluted earnings per share were up 1 percent. Adjusting for certain items that affect comparability between periods, first quarter 2006 net income was $91.9 million and diluted earnings per share were 86 cents, up 16 percent and 18 percent, respectively, over first quarter 2005 results on a comparable basis. Adjustments to the first quarter 2006 results include charges of $4.5 million (after-tax), or 4 cents per diluted share for share-based compensation under FAS 123R (see the table below) and $6.3 million (after-tax), or 6 cents per diluted share, for purchased R&D. Adjustments to the first quarter 2005 results include certain items that increased net income by $2.0 million (after-tax), or 2 cents per diluted share.

Timothy M. Ring, chairman and chief executive officer, commented, “Bard is off to a solid start for 2006. Our first quarter operating results were strong and we continue to be pleased with the direction of the company. We were especially productive in the business development area, entering into five transactions this quarter. Our healthy constant currency revenue growth this quarter reflects both our broad product portfolio and our geographic diversification. We remain focused on our long-term growth strategy to 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.

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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, income tax matters, 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, 2005 10-K for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.

Net sales, excluding foreign exchange, and net income and diluted earnings per share (EPS) excluding certain items are non-GAAP financial measures. The company analyzes net sales on a constant currency 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. Net income and EPS excluding certain items are used by the company to measure the comparability of results between periods. Certain items such as investment gains, acquisition-related charges and litigation outcomes may not reflect underlying operating results, and other items such as the FAS 123R stock option expense may affect the comparability of results between periods. As a result, 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. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, please see the attached tables.

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C. R. Bard, Inc.

Consolidated Statements of Income

(in thousands except per share amounts, unaudited)

	Quarter Ended March 31,
	2006			2005
Net sales	$	467,500		$	428,600
Costs and expenses:
Cost of goods sold		179,400			164,900
Marketing, selling & administrative expense		142,600			128,600
Research & development expense		38,600			27,200
Interest expense		4,700			3,100
Other (income) expense, net		(7,700	)		(6,400	)
Total costs and expenses		357,600			317,400
Income before tax provision		109,900			111,200
Income tax provision		28,800			29,900
Net income	$	81,100		$	81,300
Basic earnings per share	$	0.78		$	0.78
Diluted earnings per share	$	0.76		$	0.75
Wt. avg. common shares outstanding - basic		103,800			104,900
Wt. avg. common shares outstanding - diluted		107,000			108,200

Product Group Summary of Net Sales

(dollars in thousands, unaudited)

	Quarter Ended March 31,
	2006		2005			Change		Constant Currency
Vascular	$	113,700	$	104,300		9	%	12	%
Urology		134,300		127,400		5	%	7	%
Oncology		111,000		93,200		19	%	21	%
Surgical Specialties		88,100		85,600		3	%	4	%
Other		20,400		18,100		13	%	13	%
Reported Sales	$	467,500	$	428,600		9	%
FX Impact		—		(6,500	)
Con. Currency	$	467,500	$	422,100				11	%

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Notes to Consolidated Statements of Income

• For the first quarter of 2006, research and development expense included payments of approximately $10.4 million pretax ($6.3 million after-tax) for purchased research and development. The results of the first quarter of 2006 also include a charge of $7.0 million pretax ($4.5 million after-tax) related to the incremental impact of the new accounting treatment for share based payments under Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“FAS 123R”), as detailed in the table below. In total, these certain items decreased net income by $10.8 million after-tax, or $0.10 diluted earnings per share.

• 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.

Reconciliation of Earnings

(in millions, except per share)

	Quarter Ended March 31, 2006												2005
	GAAP Basis			FAS 123R Adj.			Other Items			Adjusted Basis			GAAP Basis			Other Items			Adjusted Basis
Cost of goods sold	$	179.4		$	(0.2	)		—		$	179.2		$	164.9			—		$	164.9
Marketing, selling & admin. exp.		142.6			(6.4	)		—			136.2			128.6			—			128.6
Research & development exp.		38.6			(0.4	)		(10.4	)		27.8			27.2			—			27.2
Other (income) expense, net		(7.7	)		—			—			(7.7	)		(6.4	)		3.2			(3.2	)
Income tax provision		28.8			2.5			4.1			35.4			29.9			(1.2	)		28.7
Net income	$	81.1		$	4.5		$	6.3		$	91.9		$	81.3		$	(2.0	)	$	79.3
Diluted earnings per share	$	0.76		$	0.04		$	0.06		$	0.86		$	0.75		$	(0.02	)	$	0.73

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