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): July 19, 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 July 19, 2006, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the second quarter ended June 30, 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.

(d) 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

July 19, 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 SECOND QUARTER RESULTS

REVENUE UP 11 PERCENT AS REPORTED, 12 PERCENT EXCLUDING FOREIGN EXCHANGE

MURRAY HILL, NJ — (July 19, 2006) — C. R. Bard, Inc. (NYSE-BCR) today reported 2006 second quarter financial results. Second quarter 2006 net sales were $498.2 million, an increase of 11 percent over the prior-year period. Excluding the impact of foreign exchange, second quarter 2006 net sales increased 12 percent over the prior-year period.

For the second quarter 2006, net sales in the U.S. were $347.3 million and net sales outside the U.S. were $150.9 million, up 14 percent and 5 percent, respectively, over the prior-year period. Excluding the impact of foreign exchange, second quarter 2006 net sales outside the U.S. increased 8 percent over the prior-year period.

For the second quarter 2006, net income was $81.4 million and diluted earnings per share were 76 cents. Net income and diluted earnings per share, as reported, were down 5 percent and 4 percent, respectively, as compared to second quarter 2005 results. Adjusting for certain items that affect comparability between periods, second quarter 2006 net income was $90.8 million and diluted earnings per share were 85 cents, up 13 percent and 15 percent, respectively, as compared to second quarter 2005 results on a comparable basis. Adjustments to the second quarter 2006 results (see the table below) included charges of $4.0 million (after-tax), or 4 cents per diluted share, for share-based compensation under FAS 123R and $6.4 million (after-tax), or 6 cents per diluted share, for purchased R&D related to the acquisition of Venetec International, Inc. These charges were partially offset by investment gains of $1.0 million (after-tax), or 1 cent per diluted share. Adjustments to the second quarter 2005 results included certain items that increased net income by $5.1 million (after-tax), or 5 cents per diluted share.

Timothy M. Ring, chairman and chief executive officer, commented, “Results for the quarter were again strong. Revenue in all four of our businesses grew at or above our expectations reflecting the productivity of our new product pipeline. Our business model is allowing us to strategically reinvest in the company while still maintaining our full-year adjusted EPS growth target of a minimum of 14 percent. We continue to be pleased with the execution of our strategy, remaining focused on our goal to deliver double-digit revenue growth.”

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, 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 March 31, 2006 10-Q 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 that affect the comparability of results between periods 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 June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Net sales	$	498,200		$	447,400		$	965,700		$	876,000
Costs and expenses:
Cost of goods sold		196,100			173,500			375,500			338,400
Marketing, selling & administrative expense		153,500			136,000			296,100			264,600
Research & development expense		37,100			29,000			75,700			56,200
Interest expense		4,500			3,100			9,200			6,200
Other (income) expense, net		(7,600	)		(11,500	)		(15,300	)		(17,900	)
Total costs and expenses		383,600			330,100			741,200			647,500
Income before tax provision		114,600			117,300			224,500			228,500
Income tax provision		33,200			32,000			62,000			61,900
Net income	$	81,400		$	85,300		$	162,500		$	166,600
Basic earnings per share	$	0.79		$	0.81		$	1.57		$	1.59
Diluted earnings per share	$	0.76		$	0.79		$	1.52		$	1.54
Wt. avg. common shares outstanding – basic		103,500			105,200			103,700			105,000
Wt. avg. common shares outstanding – diluted		107,000			108,500			107,000			108,300

Product Group Summary of Net Sales

(in thousands, unaudited)

	Quarter Ended June 30,									Six Months Ended June 30,
	2006		2005			Change		Constant Currency		2006		2005			Change		Constant Currency
Vascular	$	119,700	$	108,800		10	%	12	%	$	233,400	$	213,100		10	%	12	%
Urology		149,200		131,900		13	%	14	%		283,500		259,300		9	%	10	%
Oncology		117,000		102,000		15	%	15	%		228,000		195,200		17	%	18	%
Surgical Specialties		94,500		85,600		10	%	11	%		182,600		171,100		7	%	7	%
Other		17,800		19,100		-7	%	-6	%		38,200		37,300		2	%	4	%
Reported Sales	$	498,200	$	447,400		11	%			$	965,700	$	876,000		10	%
FX Impact		—		(3,300	)						—		(9,800	)
Con. Currency	$	498,200	$	444,100				12	%	$	965,700	$	866,200				11	%

Notes to Consolidated Statements of Income

• For the second quarter ended June 30, 2006, in addition to interest income and exchange gains and losses, other (income) expense, net included investment gains of approximately $1.6 million pretax ($1.0 million after-tax). For the second quarter ended June 30, 2006, research and development expense included a payment of approximately $6.4 million pretax for purchased research and development ($6.4 million after-tax). The results of the second quarter of 2006 also include the incremental impact of the new accounting standard for share-based payments, 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 $9.4 million after-tax, or $0.09 diluted earnings per share.

• For the six months ended June 30, 2006, in addition to interest income and exchange gains and losses, other (income) expense, net included investment gains of approximately $1.6 million pretax ($1.0 million after-tax). For the six months ended June 30, 2006, research and development expense included payments of approximately $16.8 million pretax for purchased research and development ($12.7 million after-tax). The results of the six months ended June 30, 2006 also include the incremental impact of the new accounting standard for share-based payments under FAS 123R, as detailed in the table below. In total, these certain items decreased net income by $20.2 million after-tax, or $0.19 diluted earnings per share.

• For the second quarter ended June 30, 2005, in addition to interest income and exchange gains and losses, other (income) expense, net included the following certain items: an investment gain of approximately $1.2 million pretax ($0.7 million after-tax) and the resolution of a royalty matter of approximately $7.1 million pretax ($4.4 million after-tax). In total, these certain items resulted in a net gain of $5.1 million after-tax, or $0.05 diluted earnings per share.

• For the six months ended June 30, 2005, in addition to interest income and exchange gains and losses, other (income) expense, net included the following certain items: investment gains and the resolution of a royalty matter for a net adjustment of approximately $11.5 million pretax ($7.1 million after-tax; $0.07 diluted earnings per share).

Reconciliation of Earnings

(in millions except per share amounts, unaudited)

	Quarter Ended June 30,
	2006												2005
	GAAP Basis			FAS 123R Adj.			Certain Items			Adjusted Basis			GAAP Basis			Certain Items			Adjusted Basis
Cost of goods sold	$	196.1		$	(0.4	)		—		$	195.7		$	173.5			—		$	173.5
Marketing, selling & administrative expense		153.5			(5.3	)		—			148.2			136.0			—			136.0
Research & development expense		37.1			(0.4	)		(6.4	)		30.3			29.0			—			29.0
Other (income) expense, net		(7.6	)		—			1.6			(6.0	)		(11.5	)		8.3			(3.2	)
Income tax provision		33.2			2.1			(0.6	)		34.7			32.0			(3.2	)		28.8
Net income	$	81.4		$	4.0		$	5.4		$	90.8		$	85.3		$	(5.1	)	$	80.2
Diluted earnings per share	$	0.76		$	0.04		$	0.05		$	0.85		$	0.79		$	(0.05	)	$	0.74
	Six Months Ended June 30,
	2006												2005
	GAAP Basis			FAS 123R Adj.			Certain Items			Adjusted Basis			GAAP Basis			Certain Items			Adjusted Basis
Cost of goods sold	$	375.5		$	(0.6	)		—		$	374.9		$	338.4			—		$	338.4
Marketing, selling & administrative expense		296.1			(11.7	)		—			284.4			264.6			—			264.6
Research & development expense		75.7			(0.8	)		(16.8	)		58.1			56.2			—			56.2
Other (income) expense, net		(15.3	)		—			1.6			(13.7	)		(17.9	)		11.5			(6.4	)
Income tax provision		62.0			4.6			3.5			70.1			61.9			(4.4	)		57.5
Net income	$	162.5		$	8.5		$	11.7		$	182.7		$	166.6		$	(7.1	)	$	159.5
Diluted earnings per share	$	1.52		$	0.08		$	0.11		$	1.71		$	1.54		$	(0.07	)	$	1.47

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