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 23, 2008

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 23, 2008, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the second quarter ended June 30, 2008. 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 23, 2008

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 Relations
	(703) 754-2848

BARD ANNOUNCES SECOND QUARTER RESULTS

REVENUE UP 13 PERCENT AS REPORTED,

10 PERCENT EXCLUDING FOREIGN EXCHANGE

MURRAY HILL, NJ — (July 23, 2008) — C. R. Bard, Inc. (NYSE: BCR) today reported 2008 second quarter financial results. Second quarter 2008 net sales were $617.1 million, an increase of 13 percent over the prior-year period. Excluding the impact of foreign exchange, second quarter 2008 net sales increased 10 percent over the prior-year period.

For the second quarter 2008, net sales in the U.S. were $406.3 million and net sales outside the U.S. were $210.8 million, an increase of 8 percent and 23 percent, respectively, over the prior-year period. Excluding the impact of foreign exchange, second quarter 2008 net sales outside the U.S. increased 13 percent over the prior-year period.

For the second quarter 2008, net income was $77.9 million and diluted earnings per share were $0.76, a decrease of 20 percent and 16 percent, respectively, as compared to second quarter 2007 results. Adjusting for items that affect comparability between periods as detailed in the tables below, second quarter 2008 net income was $112.8 million and diluted earnings per share were $1.10, an increase of 14 percent and 18 percent, respectively, as compared to second quarter 2007 results.

Timothy M. Ring, chairman and chief executive officer, commented, “We are pleased with our overall performance in the second quarter. Through the strength of our diversified portfolio, we delivered double-digit revenue growth in constant currency. Earnings results were again strong and we continue to invest for long-term growth through our new product and business development activities.”

C. R. Bard, Inc. (www.crbard.com), headquartered in Murray Hill, NJ, 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 the Cautionary Statement Regarding Forward-Looking Information in our March 31, 2008 Form 10-Q for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.

C. R. Bard, Inc.

Consolidated Statements of Income

(in thousands except per share amounts, unaudited)

	Quarter Ended					Six Months Ended
	June 30,					June 30,
	2008		2007			2008		2007
Net Sales	$	617,100	$	545,700		$	1,201,100	$	1,073,900
Cost and Expenses
Cost of goods sold		243,600		216,600			469,100		423,100
Marketing, selling & administrative expense		180,800		160,500			349,700		314,200
Research and development expense		38,200		35,100			124,000		65,200
Interest expense		3,000		3,000			6,000		5,900
Other (income) expense, net		32,600		(8,800	)		28,600		(16,200	)
Total costs and expenses		498,200		406,400			977,400		792,200
Income from continuing operations before income taxes		118,900		139,300			223,700		281,700
Income tax provision		41,000		41,800			67,800		82,600
Income from continuing operations		77,900		97,500			155,900		199,100
Income on discontinued operations		—		—			—		—
Net income	$	77,900	$	97,500		$	155,900	$	199,100
Basic earnings per share:
Income from continuing operations	$	0.78	$	0.94		$	1.56	$	1.93
Net income per share	$	0.78	$	0.94		$	1.56	$	1.93
Diluted earnings per share:
Income from continuing operations	$	0.76	$	0.91		$	1.52	$	1.86
Net income per share	$	0.76	$	0.91		$	1.52	$	1.86
Wt. avg. common shares outstanding—basic		99,300		103,600			99,700		103,400
Wt. avg. common shares outstanding—diluted		102,400		106,900			102,900		106,800

Product Group Summary of Net Sales

(in thousands, unaudited)

	Quarter Ended June 30,								Six Months Ended June 30,
							Constant								Constant
	2008		2007		Change		Currency		2008		2007		Change		Currency
Vascular	$	163,600	$	135,900	20	%	14	%	$	314,000	$	263,600	19	%	14	%
Urology		176,400		160,900	10	%	8	%		345,100		316,100	9	%	7	%
Oncology		163,700		141,900	15	%	13	%		313,700		269,700	16	%	14	%
Surgical Specialties		88,900		86,500	3	%	—			181,900		183,600	(1	)%	(3	)%
Other		24,500		20,500	20	%	18	%		46,400		40,900	13	%	12	%
Net sales	$	617,100	$	545,700	13	%			$	1,201,100	$	1,073,900	12	%
FX impact				16,100								28,200
Constant Currency	$	617,100	$	561,800			10	%	$	1,201,100	$	1,102,100			9	%

Reconciliation of Earnings

(in millions except per share amounts, unaudited)

	Quarter Ended June 30, 2008
							Other			Income
	Cost of			Research &			(Income)			Tax		Net		Diluted
	Goods			Development			Expense,			Provision		Income		Earnings
	Sold			Expense			Net			(Benefit)		(Loss)		Per Share
GAAP Basis	$	243.6		$	38.2		$	32.6		$	41.0	$	77.9	$	0.76
Items that affect comparability of results between periods:
Asset disposition		(3.7	)		—			(36.8	)		5.6		34.9
Total		(3.7	)		—			(36.8	)		5.6		34.9		0.34
Adjusted Basis	$	239.9		$	38.2		$	(4.2	)	$	46.6	$	112.8	$	1.10
	Quarter Ended June 30, 2007
							Other			Income
	Cost of			Research &			(Income)			Tax		Net		Diluted
	Goods			Development			Expense,			Provision		Income		Earnings
	Sold			Expense			Net			(Benefit)		(Loss)		Per Share
GAAP Basis	$	216.6		$	35.1		$	(8.8	)	$	41.8	$	97.5	$	0.91
Items that affect comparability of results between periods:
Purchased research & development		—			(1.6	)		—			0.1		1.5
Total		—			(1.6	)		—			0.1		1.5		0.02
Adjusted Basis	$	216.6		$	33.5		$	(8.8	)	$	41.9	$	99.0	$	0.93
	Six Months Ended June 30, 2008
							Other			Income
	Cost of			Research &			(Income)			Tax		Net		Diluted
	Goods			Development			Expense,			Provision		Income		Earnings
	Sold			Expense			Net			(Benefit)		(Loss)		Per Share
GAAP Basis	$	469.1		$	124.0		$	28.6		$	67.8	$	155.9	$	1.52
Items that affect comparability of results between periods:
Asset disposition		(3.7	)		—			(36.8	)		5.6		34.9
Purchased research & development		—			(49.3	)		—			18.2		31.1
Total		(3.7	)		(49.3	)		(36.8	)		23.8		66.0		0.64
Adjusted Basis	$	465.4		$	74.7		$	(8.2	)	$	91.6	$	221.9	$	2.16
	Six Months Ended June 30, 2007
							Other			Income
	Cost of			Research &			(Income)			Tax		Net		Diluted
	Goods			Development			Expense,			Provision		Income		Earnings
	Sold			Expense			Net			(Benefit)		(Loss)		Per Share
GAAP Basis	$	423.1		$	65.2		$	(16.2	)	$	82.6	$	199.1	$	1.86
Items that affect comparability of results between periods:
Purchased research & development		—			(1.6	)		—			0.1		1.5
Total		—			(1.6	)		—			0.1		1.5		0.02
Adjusted Basis	$	423.1		$	63.6		$	(16.2	)	$	82.7	$	200.6	$	1.88

Notes

• For the second quarter 2008, a charge of $40.5 million pretax for an asset disposition affected the comparability of results between periods. The effect of this charge decreased net income by $34.9 million, or $0.34 diluted earnings per share.

• For the second quarter 2007, a charge of $1.6 million pretax for purchased research and development affected the comparability of results between periods. The effect of this charge decreased net income by $1.5 million, or $0.02 diluted earnings per share.

• For the six months ended June 30, 2008, charges of $49.3 million pretax for purchased research and development and $40.5 million pretax for an asset disposition affected the comparability of results between periods. The effect of these charges decreased net income by $66.0 million, or $0.64 diluted earnings per share.

• For the six months ended June 30, 2007, a charge of $1.6 million pretax for purchased research and development affected the comparability of results between periods. The effect of this charge decreased net income by $1.5 million, or $0.02 diluted earnings per share.

This press release contains financial measures that are not calculated in accordance with United States generally accepted accounting principles (GAAP). These non-GAAP financial measures are reconciled to their most directly comparable GAAP measures in the above tables.

This press release includes net sales excluding the impact of foreign exchange. 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 to both management and the company’s investors.

In addition, this press release includes the following non-GAAP measures: (1) cost of goods sold excluding a charge for an asset disposition; (2) research & development expense excluding payments for purchased research and development; (3) other (income) expense, net excluding a charge for an asset disposition; (4) the tax effect of the items set forth in (1) through (3) above; (5) net income excluding the items set forth in (1) through (4) above; and (6) diluted earnings per share excluding the items set forth in (1) through (4) above.

The company excluded the items described above because they may cause certain statements of income categories not to be indicative of ongoing operating results, and therefore affect the comparability of results between periods. The company therefore believes that these non-GAAP measures provide an additional and meaningful assessment of the company’s ongoing operating performance. Because the company has historically reported these non-GAAP results to the investment community, management also believes that the inclusion of these non-GAAP measures provides consistency in its financial reporting and facilitates investors’ understanding of the company’s historic operating trends by providing an additional basis for comparisons to prior periods. Management uses these non-GAAP measures: (1) to establish financial and operational goals; (2) to monitor the company’s actual performance in relation to its business plan and operating budgets; (3) to evaluate the company’s core operating performance and understand key trends within the business; and (4) as part of several components it considers in determining incentive compensation.

Management recognizes that the use of these non-GAAP measures has limitations, including the fact that they may not be comparable with similar non-GAAP financial measures used by other companies and that management must exercise judgment in determining which types of charges or other items should be excluded from the non-GAAP financial information. Management compensates for these limitations by providing full disclosure of each non-GAAP financial measure and a reconciliation to the most directly comparable GAAP financial measure. All non-GAAP financial measures are intended to supplement the applicable GAAP disclosures and should not be considered in isolation from, or as a replacement for, financial information prepared in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, please see the above tables.