Form 11-K

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

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


1998 EMPLOYEE STOCK PURCHASE PLAN OF C. R. BARD, INC.

By:		/s/ Frank Lupisella Jr.
Frank Lupisella Jr. Vice President and Controller

We have audited the accompanying statements of financial condition of the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc., as amended and restated (the “Plan”), as of December 31, 2008 and 2007, and the related statements of income and changes in plan equity for each of the years in the three-year period ended December 31, 2008. These financial statements are the responsibility of the Plan’s administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of December 31, 2008 and 2007, and the results of its operations for each of the years in the three-year period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying notes to financial statements are an integral part of these statements.

The following description of the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc., as amended and restated (the “Plan”), is provided for general information purposes. Participants in the Plan should refer to the Plan document for more detailed and complete information.

Under the Plan, which was approved by the stockholders of C. R. Bard, Inc. (the “company”) at their April 15, 1998 meeting and was last amended and restated effective April 16, 2008, the company is authorized to sell up to 1,750,000 shares of the company’s common stock (authorized but unissued shares of stock, treasury shares or shares purchased through the open market) to Plan participants in accordance with the Plan. At December 31, 2008, the participants had purchased 1,273,896 shares of common stock since the Plan’s inception, leaving 476,104 shares of common stock available for future purchases by Plan participants.

The Plan provides eligible employees of the company and certain of its subsidiaries with an opportunity to purchase shares of the company’s common stock at a 15% discount. All domestic employees and certain foreign employees that meet certain requirements are eligible to participate in the Plan. Plan requirements include that the employee’s customary work week must be 20 hours or greater and that the employee’s customary employment must be greater than five months in any calendar year.

The Plan is neither qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, nor subject to any of the provisions of the Employee Retirement Income Security Act of 1974 (commonly known as “ERISA”).

Participants - Plan participants may elect to make after tax contributions through payroll deductions equal to whole percentages from 1% to 10% of basic pay, overtime pay, vacation and holiday pay and commissions paid to the employee during the applicable payroll period. Payroll deductions are for six-month periods beginning each January 1 and July 1 (the “Grant Date”). All funds of participants received or held by the company under the Plan before purchase of the shares of the company’s common stock are held without liability for interest or other increment.

Except as provided in the Plan, shares of the company’s common stock are purchased on June 30 or December 31 or the following business day, if such date is not a business day (the “Purchase Date”). The purchase price is 85% of the lesser of the fair market value of the company’s common stock on either the corresponding Grant Date or the Purchase Date (the “Purchase Price”). The number of shares purchased is determined by dividing the Purchase Price into the balance in the participant’s plan account on the Purchase Date.

The difference between the fair market value of the company’s common stock on the Purchase Date and the Purchase Price represents the company’s noncash contribution to the Plan. These noncash contributions amounted to $1,696,052, $2,139,934 and $2,292,629 for the years ended December 31, 2008, 2007 and 2006, respectively.

Employees participating in the Plan have the option to have shares registered in their name on the Purchase Date or, for tax purposes, to defer purchase and registration for six months. At December 31, 2008 and 2007, there were 1,199 and 792 shares deferred (representing $101,022 and $75,082 payable for future stock purchases relating to current-year contributions), respectively.

Participants are always fully vested in their payroll contributions and purchased shares of the company’s common stock.

Dividends on shares which have been purchased under the Plan but for which certificates have not been requested are reinvested unless instructed otherwise by the participant. Participants may request their share certificates six months after the Purchase Date.

At any time, an active employee may cancel participation in the Plan by notifying the company. Upon notification, the participant’s payroll deductions under the Plan cease as soon as practicable. Ongoing employees’ payroll deductions, up to the point of cancellation, are used to purchase shares on the next Purchase Date. Employees who are terminating will have their payroll deductions reimbursed in cash as soon as practicable following the termination of employment.

It is intended that the Plan shall, at all times, meet the requirements of Section 423 of the Internal Revenue Code of 1986, and the Plan administrator will, to the extent possible, interpret the provisions of the Plan so as to carry out such intent.

The accompanying financial statements have been prepared on the accrual basis of accounting. Actual purchases of common stock made from payroll deductions were approximately as follows: 2008 – 127,600 shares (approximately 800 shares related to 2007 contributions), 2007 – 175,400 shares (approximately 59,100 shares related to 2006 contributions), and 2006 – 106,800 shares (approximately 48,400 shares related to 2005 contributions). Subsequent to the Purchase Date, shares are distributed to participants’ Plan accounts and are, therefore, not reflected in these financial statements. During 2008, 2007 and 2006, 1,394, 1,245, and 1,087 participants, respectively, contributed to the Plan. There were no dividends receivable as of these dates. The company pays for all administrative expenses of the Plan.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions to Plan equity during the reporting period. Actual results could differ from those estimates.

The Plan shall terminate upon the earlier of (a) the termination of the Plan by the Board of Directors of the company or (b) the date all shares have been utilized under the Plan and no additional shares have been authorized.

The Board of Directors of the company may terminate the Plan as of any date, and the date of termination shall be deemed a Purchase Date. If on such Purchase Date, or at any other time, participants in the aggregate have rights to purchase more shares of common stock than are available for purchase under the Plan, each participant shall be eligible to purchase a reduced number of shares of common stock on a pro rata basis, and any excess payroll deductions shall be returned to participants, all as provided by rules and regulations adopted by the Plan administrator.

We consent to the incorporation by reference in registration statements (Nos. 333-51793, 333-135098 and 333-151740) on Form S-8 of C. R. Bard, Inc. and subsidiaries of our report dated March 26, 2009, with respect to the statements of financial condition of the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc., as amended and restated, as of December 31, 2008 and 2007, and the related statements of income and changes in plan equity for each of the years in the three-year period ended December 31, 2008, which report appears in the December 31, 2008 Form 11-K of the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc., as amended and restated.


	2008		2007
Assets
Employee contribution receivable	$	84,809	$	55,838
Employer contribution receivable		16,213		19,244

Total Assets	$	101,022	$	75,082

Liabilities
Payable for future stock purchases relating to current-year contributions	$	101,022	$	75,082

Total Liabilities		101,022		75,082

Plan Equity	$	—	$	—


	2008		2007		2006
Plan Equity, beginning of year	$	—	$	—	$	—
Additions
Employee contributions		9,325,809		8,260,992		6,879,147
Employer contributions		1,696,052		2,139,934		2,292,629

Total Additions	$	11,021,861	$	10,400,926	$	9,171,776

Deductions
Participants’ purchases of stock relating to current-year contributions	$	10,920,839	$	10,325,844	$	4,278,750
Payable for future stock purchases relating to current-year contributions		101,022		75,082		4,893,026

Total Deductions	$	11,021,861	$	10,400,926	$	9,171,776

Plan Equity, end of year	$	—	$	—	$	—

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