S-8

As filed with the Securities and Exchange Commission on June 18, 2008

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

C. R. BARD, INC.

(Exact name of registrant as specified in its charter)

New Jersey	22-1454160
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

730 Central Avenue

Murray Hill, New Jersey 07974

(Address, including zip code, of registrant’s principal executive offices)

2003 Long Term Incentive Plan of C. R. Bard, Inc.

(as Amended and Restated)

1998 Employee Stock Purchase Plan of C. R. Bard, Inc.

(as Amended and Restated)

Stephen J. Long

C. R. Bard, Inc.

730 Central Avenue

Murray Hill, New Jersey 07974

(Name and address of agent for service)

(908) 277-8000

(Telephone number, including area code, of agent for service)

Copies of all notices, orders and communication to:

Avrohom J. Kess Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x	Accelerated filer  ¨
Non-accelerated filer  ¨  (Do not check if a smaller reporting company)	Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, par value $.25 per share (3)	2,725,000	$88.84	$242,089,000	$9,514.10

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of Common Stock which may be issued under the 2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) (the “2003 Plan”) and the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (as Amended and Restated) (the “1998 Plan”) to prevent dilution resulting from any stock split, stock dividend or similar transaction.

(2) Calculated pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales price of the Registrant’s Common Stock on the New York Stock Exchange – Composite Tape on June 12, 2008.

(3) Of the 2,725,000 shares of Common Stock being registered hereby, 2,225,000 shares are being registered to be issued pursuant to the 2003 Plan and 500,000 shares are being registered to be issued pursuant to the 1998 Plan.

This Registration Statement relates to an amendment to the 2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) (the “2003 Plan”) to increase the number of shares of common stock available for issuance thereunder from 12,500,000 to 14,725,000 and an amendment to the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (as Amended and Restated) (the “1998 Plan”) to increase the number of shares of common stock available for issuance thereunder from 1,250,000 to 1,750,000. The contents of the registration statement on Form S-8 with respect to the 2003 Plan, Registration No. 333-104683, filed with the Securities and Exchange Commission (the “Commission”) on April 23, 2003, as amended on June 3, 2004 and July 21, 2005, are hereby incorporated by reference pursuant to General Instruction E on Form S-8.

1. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

2. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8.

Item 4. Description of Securities.

Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8.

Item 5. Interests of Named Experts and Counsel.

Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8.

Item 6. Indemnification of Directors and Officers.

Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8.

Item 7. Exemption from Registration Claimed.

Not applicable.

1

Item 8. Exhibits.

  5 Opinion of Drinker Biddle & Reath LLP, regarding legality of securities being registered*

23.1 Consent of KPMG LLP*

23.2 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)

24 Powers of Attorney*

* Filed herewith

Item 9. Undertakings.

Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of New Providence at Murray Hill, State of New Jersey, on the 18th day of June 2008.

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by or on behalf of the following persons in the capacities indicated on the 18th day of June 2008.

	Signature	Title
	*	Chairman and Chief Executive Officer and Director
	Timothy M. Ring	(Principal Executive Officer)
	/s/ Todd C. Schermerhorn	Senior Vice President and Chief Financial Officer
	Todd C. Schermerhorn	(Principal Financial Officer)
	*	Vice President and Controller
	Frank Lupisella Jr.	(Principal Accounting Officer)
	*
	Marc C. Breslawsky	Director
	*
	T. Kevin Dunnigan	Director
	*
	Herbert L. Henkel	Director
	*
	Theodore E. Martin	Director
	*
	Gail K. Naughton	Director
	*
	Tommy G. Thompson	Director
	*
	John H. Weiland	Director
	*
	Anthony Welters	Director
	*
	Tony L. White	Director
* By:	/s/ Todd C. Schermerhorn
	Todd C. Schermerhorn
	Attorney-in-Fact

3

EXHIBIT INDEX

Exhibit No.	Description
5	Opinion of Drinker Biddle & Reath LLP, regarding legality of securities being registered*
23.1	Consent of KPMG LLP*
23.2	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)
24	Powers of Attorney*

* Filed electronically herewith

EX-5

Exhibit 5

Drinker Biddle & Reath LLP

500 Campus Drive

Florham Park, New Jersey 07932

June 18, 2008

C. R. Bard, Inc.

730 Central Avenue

Murray Hill, New Jersey 07974

Re: 2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) and the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (as Amended and Restated)

Ladies and Gentlemen:

We have acted as special New Jersey counsel to C. R. Bard, Inc., a New Jersey corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale by the Company of up to 2,725,000 shares of the Company’s common stock, par value $.25 per share (the “Shares”), of which 2,225,000 may be issued pursuant to the 2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) (the “2003 Plan”) and 500,000 may be issued pursuant to the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (as Amended and Restated) (the “1998 Plan”).

For purposes of this opinion, we have examined originals or copies, certified or otherwise, identified to our satisfaction, of the Registration Statement, together with exhibits filed as a part thereof, and such other documents, records, certificates, including certificates of public officials, as we have deemed necessary or appropriate.

Based upon the foregoing, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing under the laws of the State of New Jersey.

2. The Shares have been duly authorized and, when sold in the manner and for the consideration contemplated by the 2003 Plan or the 1998 Plan, as applicable, and the Registration Statement, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein. By giving the foregoing consent, we do not admit that we are persons whose consent is required under Section 7 of the Act.

Very truly yours,

DRINKER BIDDLE & REATH LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors of C. R. Bard, Inc.:

We consent to the use of our reports dated February 25, 2008, with respect to the consolidated balance sheets of C. R. Bard, Inc. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ investment, and cash flows for each of the years in the three-year period ended December 31, 2007, and the related consolidated financial statement schedule and the effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 annual report on Form 10-K of C. R. Bard, Inc. and are incorporated herein by reference in the registration statement on Form S-8 dated June 18, 2008.

Our report on the consolidated financial statements refers to the company’s adoption of the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109”, Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment”, the Securities and Exchange Commission’s Staff Accounting Bulletin 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” and SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132R.”

/s/ KPMG LLP

Short Hills, New Jersey

June 18, 2008

EX-24

Exhibit 24

C. R. BARD, INC.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned, being an officer or director, or both, of C. R. BARD, INC. (the “Company”), in his or her capacity as set forth below, as applicable, hereby constitutes and appoints each of TIMOTHY M. RING and TODD C. SCHERMERHORN, signing singly, as his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which such attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under the Act of shares of common stock of the Company (“Common Stock”) to be issued by the Company pursuant to the 2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) and the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (as Amended and Restated), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-8 or any Form relating to the sale of such Common Stock, to be filed with the Securities and Exchange Commission with respect to such Common Stock, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments or supplements thereto, whether such amendments or supplements are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

[Balance of Page Intentionally Blank]

IN WITNESS HEREOF, each of the undersigned has subscribed his or her name as of the 11th day of June 2008.

	/s/ Timothy M. Ring
Name:	Timothy M. Ring
Title:	Chairman and Chief Executive
	Officer and Director (Principal Executive Officer)
Name:	Todd C. Schermerhorn
Title:	Senior Vice President and Chief
	Financial Officer (Principal Financial Officer)
	/s/ Frank Lupisella Jr.
Name:	Frank Lupisella Jr.
Title:	Vice President and Controller (Principal Accounting Officer)
	/s/ Marc C. Breslawsky
Name:	Marc C. Breslawsky
Title:	Director
	/s/ T. Kevin Dunnigan
Name:	T. Kevin Dunnigan
Title:	Director
	/s/ Herbert L. Henkel
Name:	Herbert L. Henkel
Title:	Director
	/s/ Theodore E. Martin
Name:	Theodore E. Martin
Title:	Director
	/s/ Gail K. Naughton
Name:	Gail K. Naughton
Title:	Director
	/s/ Tommy G. Thompson
Name:	Tommy G. Thompson
Title:	Director
	/s/ John H. Weiland
Name:	John H. Weiland
Title:	Director
	/s/ Anthony Welters
Name:	Anthony Welters
Title:	Director
	/s/ Tony L. White
Name:	Tony L. White
Title:	Director