BAUSCH & LOMB INC
10-Q, 1994-05-06
OPHTHALMIC GOODS
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SECURITIES AND EXCHANGE
COMMISSION

Washington, DC  20549


FORM 10-Q

Quarterly Report Under
Section 13 or 15(d) of the
Securities Exchange Act of
1934




For the Quarter Ended
Commission File March 26,
1994  Number:  1-4105


BAUSCH & LOMB INCORPORATED

(Exact name of registrant as specified in its charter)


New York
16-0345235 (State or other jurisdiction of (IRS Employer
incorporation or organization)
Identification No.)


One Chase Square, Rochester NY  14601-
0054 (Address of principal executive
offices)
(Zip Code)


Registrant's telephone number, including area code:  (716) 338-6000

Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

Yes     *      .          No            .

The number of shares of Common stock of the registrant, outstanding as
of March 26, 1994 was 59,221,222, consisting of 58,704,040 shares of
Common stock and 517,182 shares of Class B stock which are identical
with respect to dividend and liquidation rights, and vote together as
a single class for all purposes.
<PAGE>




PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.

Unaudited financial statements for the first quarter of 1994 and 1993
of Bausch & Lomb Incorporated and Consolidated Subsidiaries are
presented on the following pages.  The audited balance sheet at
December 25, 1993 is presented for comparative purposes.  Financial
statements for the three months ended March 26, 1994 have been
prepared by the Company in accordance with its usual accounting
policies and are based in part on approximations.

In the opinion of management, all adjustments necessary for a fair
presentation of the consolidated financial statements in accordance
with generally accepted accounting principles have been included.
All such adjustments were of a normal recurring nature.

<PAGE>

<TABLE>
BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF EARNINGS
<CAPTION>
                First Quarter Ended
Dollar Amounts In Thousands -   March 26,       March 27,
Except Per Share Data              1994
1993
<S>     <C>     <C>
Net Sales       $438,771        $407,605

Costs And Expenses
        Cost of products sold   204,423 187,831
        Selling, administrative and general
        157,765 152,476 Research and development
        15,289  13,769
                377,477 354,076
Operating Earnings       61,294  53,529
Other (Income) Expense
        Investment income       (8,349) (4,603)
        Interest expense        8,967   9,321
        Gain from foreign currency, net  (2,024)
                 (3,018) (1,406)       1,700
                 
        Earnings Before Income Taxes And Minority
        Interest        62,700  51,829

        Provision for income taxes        21,588

18,364 Earnings Before Minority Interest

41,112  33,465

Minority interest in subsidiaries         5,452

614

Net Earnings    $ 35,660        $ 32,851

Retained Earnings At Beginning Of Period
889,325 785,044 Cash Dividends Declared:
        Common stock, $0.22 per share
        in 1994 and 1993         13,027  13,082

Retained Earnings At End Of Period      $911,958

$804,813 Net Earnings Per Common Share  $   0.60

$    .54

Average Common Shares Outstanding (000s)
59,919  60,393 <FN>
See Notes to Financial Statements
</TABLE>
<PAGE>


<TABLE>

BAUSCH & LOMB INCORPORATED AND
CONSOLIDATED SUBSIDIARIES BALANCE SHEET
<CAPTION>
                March 26,       December
25,
Dollar Amounts In Thousands     1994    1993
<S>     <C>     <C>
ASSETS
Current Assets
        Cash and cash equivalents       $  519,608      $
513,241
        Short-term investments,
                at cost which approximates market
33,036   32,795
        Trade receivables, less allowances
                of $15,473 and $16,053, respectively
366,309 384,973
        Inventories, net        321,342 297,208
        Deferred income taxes,
                less valuation allowance of $13,206
71,711  71,540
        Other current assets      121,355         102,304
                        1,433,361       1,402,061
Property, Plant And Equipment, net      552,099 541,061
Goodwill And Other Intangibles,
                less accumulated amortization
                of $63,593 and $59,396, respectively
478,402 456,944
Other Assets      116,228         111,862
        Total Assets    $2,580,090      $2,511,928

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
        Notes payable   $  308,314      $  222,642
   Current portion of long-term debt       14,710  21,935
        Accounts payable        67,397  85,306
        Accrued compensation
69,240  66,077
        Accrued liabilities
241,528 249,947
        Federal and foreign income taxes           62,400
                          68,882 763,589
                          714,789
                          
        Long-Term Debt, less current portion
                          322,127 320,953
Other Long-Term Liabilities
124,150 128,328
Minority Interest         421,990         421,031
        Total Liabilities       1,631,856
1,585,101

Shareholders' Equity
        4% Cumulative Preferred stock,
                par value $100 per share        -       -
        Class A Preferred stock, par
                value $1 per share      -       -
        Common stock, par value $0.40
                per share, 60,198,322 shares issued     24,079  24,079
        Class B stock, par value $0.08 per share,
                951,503 shares issued
                (936,348 shares in 1993)        76      75
       Capital in excess of par value  89,390  88,101
        Cumulative translation adjustment
        3,916   8,915 Retained earnings                   911,958
        889,325
                        1,029,419
1,010,495
        Common and Class B stock
               in treasury, at cost, 1,928,603
                shares (2,016,430 shares in 1993)         (81,185)
(83,668)
        Total Shareholders' Equity        948,234         926,827
        Total Liabilities And Shareholders' Equity      $2,580,090
$2,511,928

<FN>

See Notes To Financial Statements
</TABLE>
<PAGE>


<TABLE>
BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CASH FLOWS
<CAPTION>
                        Three Months Ended
Dollar Amounts In Thousands     March 26,       March 27,
                        1994    1993
<S>     <C>     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
        Net earnings    $35,660 $ 32,851
        Adjustments to reconcile net earnings to net cash
                        (used for) provided by operating
                activities: Depreciation of property, plant and
                equipment   19,248  17,225 Amortization of
                goodwill and other intangibles  4,094                   2,525
                (Increase) decrease in deferred income taxes
(58)    719
                Loss (gain) on retirement of fixed assets
737     (1,242)
                Exchange loss (gain)    1,198   (78)
                Increase in undistributed earnings of subsidiaries
1,102   470
                Decrease (increase) in accounts receivable      20,939
                (25,682) Increase in inventories (21,097)        (13,663)
                Increase in other current assets        (18,413)
(18,068)
                (Decrease) increase in accounts payable and accruals
(34,206) 23,249
                Decrease in tax reserves        (7,115) (9,402)
                Decrease in other long-term liabilities   (4,345)
(1,135)
                        Net cash (used for) provided by
                        operating activities      (2,256)         7,769

CASH FLOWS FROM INVESTING ACTIVITIES
        Payments for purchases of property, plant
                and equipment   (30,056)        (17,568)
        Acquisition of businesses, net of cash
                and short-term investments acquired     (26,037)
(26,005)
        Other            (3,828)            (72)
                        Net cash used in investing activities   (59,921)
(43,645)

CASH FLOWS FROM FINANCING ACTIVITIES
        Repurchases of Common shares    (1,066) (2,585)
        Exercise of stock options       4,839   1,530
        Net proceeds from issuance of debt      76,458  178,009
        Payment of dividends    (13,021)        (11,879)
                        Net cash provided by financing activities
67,210 165,075

Effect of exchange rate changes on cash,
        cash equivalents and short-term investments       1,575 (21,841)

Net increase in cash, cash equivalents and
        short-term investments
6,608   107,358

Cash, cash equivalents and short-
        term investments, beginning
        of period       546,036
        416,773
        
Cash, cash equivalents and short-
        term investments, end of
        period  $552,644
        $524,131
        
Supplemental disclosures of cash
        flow information: Cash paid
        during the period for:
Interest        $  8,960        $  9,123
                Income taxes    $ 27,589        $ 13,270

<FN>
See Notes To Financial Statements
</TABLE>
<PAGE>



BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS


NOTE A: Earnings Per Share

        Net earnings per Common share are based on the weighted
average number of Common and Class B shares outstanding during
the period, adjusted
for the assumed conversion of dilutive stock options.  In
computing the per share effect of assumed conversion,
funds which would have been received from the exercise of
options are considered to have been used to purchase
Common shares at current market prices, and the resulting
net additional Common shares are included in the
calculation of average Common shares outstanding.

        The number of Common shares used to calculate net earnings
per Common share were 59,919,000 at March 26, 1994 and 60,393,000
shares at March
27, 1993.

        See Exhibit 11 filed as a part of this Report for details
regarding the computation of earnings per share.


NOTE B: Inventories

        Inventories consisted of the following:
<TABLE>
<CAPTION>
                        March 26,       December 25,
        (Dollar Amounts In Thousands)   1994    1993
<S>     <C>     <C>
        Raw materials and supplies      $ 79,049
        $ 66,768 Work in process 28,088  24,640
        Finished products       222,227 213,972
                                329,364 305,380

        Less:  Reserve for valuation of
                  certain U.S. inventories
                        at last-in, first-out cost
                                8,022   8,172 $321,342
                                $297,208
                                
                        </TABLE>
                        <PAGE>
                                
                                
                                
                                
                        NOTE C: Property, Plant And
                                Equipment
                                
                                Major classes of property,
                                plant and equipment
                                consisted of the
                                following:
                        <TABLE>
                        <CAPTION>
                                     March 26,
                                December 25,
        (Dollar Amounts In Thousands)
1994    1993    <S>     <C>     <C>
        Land    $ 20,641        $ 20,784
        Leasehold improvements
        26,431  25,530 Buildings
        355,225 350,173 Machinery
        and equipment 565,289
        542,912
                                9
                                6
                                7
                                ,
                                5
                                8
                                6
                                9
                                3
                                9
                                ,
                                3
                                9
                                9
                                
        Less:  Accumulated depreciation 415,487
                                398,338 $552,099
                                $541,061
                                
        </TABLE>
        <PAGE>
                                
                                
                                
                                
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.

        This financial review, which should be read in conjunction
with the accompanying financial statements, contains management's
discussion and analysis of the Company's operational results,
liquidity and progress toward stated business objectives.  The focus
of this review is on the underlying business reasons for significant
changes and trends affecting sales, operating earnings and financial
condition.


RESULTS OF OPERATIONS

Net Sales By Business Segment

        Bausch & Lomb's results are reported in two business
segments.  The healthcare segment includes personal health, medical
and biomedical products.  In the personal health sector, major lines
include contact lens care products, eye care solutions, over-the-
counter medications, skin care products and oral care products.
Medical products include contact lenses and lens materials,
prescription pharmaceuticals, hearing aids and dental implants.
Biomedical products include purpose-bred laboratory animals for
biomedical research and a variety of biotechnical and professional
services provided to the scientific research community.  Bausch &
Lomb's optics segment includes sunglasses, binoculars, riflescopes,
telescopes and optical thin film coating services and products.

        Consolidated revenues for the quarter ended March 26, 1994 were
$439 million, an increase of $31 million or 8% over the 1993 first
quarter.  The following is a summary of sales by business segment:

        Net Sales By Business Segment
<TABLE>
<CAPTION>
                                First Quarter
        (Dollar Amounts in Thousands)   1994    1993
<S>     <C>     <C>
        Healthcare                      $284,506        $248,036
        Optics                  154,265 159,569

        Net Sales                       $438,771        $407,605
</TABLE>
<PAGE>





Healthcare Segment Revenues

        Revenues in the healthcare segment increased $36 million or 15%
over the 1993 first quarter.  Major product sector revenues as a
percentage of total healthcare
segment sales are presented below:

        Healthcare Segment Sales By
Product Sector <TABLE>
<CAPTION>
                                Firs
                                t
                                Quar
                                ter
                                1994
                                1993
<S>     <C>     <C>
        Personal Health         50%
52%
        Medical         35%     31%
        Biomedical              15%     17%
</TABLE>

        Within the personal health sector, 1994 first quarter revenues
improved 10% from the comparable 1993 level.  This progress was led by
incremental revenues for the Curel and Soft Sense skin care products
acquired in June 1993.  Continued strong demand for the Company's
ReNu, Boston and Bausch & Lomb lens care solutions also contributed to
the revenue gain.  Excellent sales progress was also realized for
eyecare products in the U.S. and over-the-counter medications in
Europe.  Revenues for oral care products declined from 1993 due
primarily to increased competition and reduced selling prices for
Interplak products in the U.S.

        Medical sector sales rose 28% from 1993 levels.  Worldwide
contact lens revenues advanced almost 15%, as combined sales of the
Company's established SeeQuence disposable and Medalist planned
replacement lens products advanced by more than 50%.  Ophthalmic
pharmaceutical revenues improved by 13%, led by sales of recently
approved products in the U.S., including Tobramycin and Levobunolol.
First quarter revenue growth for the Company's prescription
pharmaceutical operations in Europe reflected a stabilization of that
market after last year's change in government regulations in Germany.
Medical sector sales also benefited from incremental revenues for the
hearing aid and dental implant businesses acquired last year.

        The modest improvement in the Company's biomedical sector
reflected revenue growth for all product lines.

Optics Segment Revenues

        Revenues in the optics segment declined 3% to $154 million,
compared to $160 million in 1993.  Sunglass sales in the U.S. advanced
10%, based primarily on the February 1994 acquisition of the assets of
Revo, noted for its line of high performance sunglasses.  Sunglass
revenues in Europe and Asia declined from a year ago due to the
continuing effects of lagging economic conditions in key markets.
Higher sales for sports optics products were led by increased demand
for riflescopes, telescopes and binoculars.
<PAGE>




Net Sales By Geographic Region

        Sales in markets outside the U.S. totaled $188 million, a
decrease of $3 million or 1% from the 1993 first quarter.  Changes in
currency exchange rates reduced sales comparisons with 1993 by $5
million.  In total, non-U.S. sales represented 43% of consolidated
revenues, compared to 47% in the 1993 first quarter.  The Company's
historically strong performance outside the U.S. has been constrained
by the slower rate of economic recovery in Europe and Japan.  European
revenues in total increased modestly despite the adverse impact of
currency movements.  This progress reflected improved demand for the
Company's over-thecounter medications and thin film coating products,
as well as contributions from recent acquisitions.  Sales in the Asia-
Pacific region declined 11% as a result of weakened demand for sunglass
and oral care products.  Revenue growth of 4% in Latin America and
Canada reflected gains for contact lens care solutions, planned
replacement lenses and sunglasses.

        U.S. sales totaled $251 million in the first quarter, an
increase of $34 million or 16%.  Acquisitions completed in 1993 in
the hearing aid, skin care and dental implant businesses and the
first quarter 1994 acquisition of Revo, a U.S. manufacturer of high
performance sunglasses, led the improvement from the prior year.
Higher sales also reflected revenue gains in the contact lens care,
contact lens and pharmaceutical businesses compared to the prior
year.  U.S. pharmaceutical revenues advanced 19% in the first
quarter, led by incremental shipments of recently introduced
products.

Costs And Expenses

        The cost of products sold ratio was 46.6% for the 1994 first
quarter versus 46.1% for the comparable 1993 period.  The higher ratio
was primarily attributable to the growing significance of lower margin
disposable and planned replacement contact lenses, the adverse
currency impact on products sourced from Ireland, and the impact of
recent acquisitions where product margins have yet to be optimized.

        Selling, administrative and general expenses were 36.0% of sales
in the first quarter of 1994 compared to 37.4% in 1993.  These costs
have benefited from recent restructuring actions and successful efforts
to manage discretionary spending to a rate below that of revenue growth.
Additionally, 1993 expenses included the initial costs of regionalizing
the administration of the Company's non-U.S. operations and
discretionary spending to launch the Company's Clear Choice mouthwash.
Research and development expense for the first three months of 1994
increased $1.5 million or 11% over 1993 levels, reflecting the Company's
continued investment in new technologies.  The majority of these
expenditures relate to product development for new contact lens
materials and the Company's next generation of oral care products.
<PAGE>




Business Segment And Operating Earnings

        Business segment earnings of $72 million for the first quarter
of 1993 increased $7 million or 11% compared to the 1993 first quarter.
This gain reflected improved operating results for contact lens care
products, the prescription pharmaceutical business and for over-the-
counter medications in Europe.  The earnings improvement was moderated
by a sales decline in the oral
care business in the U.S., increased research and development costs
associated with new product introductions, as well as shifts in the
contact lens business toward lower margin planned replacement lenses.
Incremental earnings for skin care products were moderated by results
for the Miracle Ear line of hearing aids which have been affected by
reduced consumer demand throughout the industry in the wake of
regulatory actions initiated by the FTC and FDA.  Operating earnings
totaled $61 million, an increase of $8 million or 15% over the prior
year period, the result of lower corporate administration expenses in
the first quarter.

Other Income And Expenses

        Income from investments for the first quarter of 1994 totaled
$8 million, compared to $5 million for the same period in 1993.  The
increase was due to income from an interest rate swap associated with
distributions from Wilmington Partners L.P., formed in December 1993.
Interest expense of $9 million for the 1994 first quarter was even
with the first quarter of 1993, as the favorable effect of lower
interest rates was offset by the acquisition-related increase in
average outstanding debt.

        The Company realized a net foreign currency gain of $2 million
attributable to results from its worldwide hedging operations in the
first quarter of 1994, representing a decline of $1 million from the
net $3 million gain realized in 1993.  As had been anticipated,
premium income on the Company's Irish punt positions decreased from
the prior year.

        Higher minority interest expense reflected distributions to
the outside
investor in Wilmington Partners L.P.  In December 1993, the Company
raised $400 million through the sale of a minority interest in this
entity.

        The Company's income tax rates were 34.4% and 35.4% for the
first quarter of 1994 and 1993, respectively.
<PAGE>


Liquidity And Financial Resources
Cash Flows From Operating Activities
        Net earnings adjusted for non-cash items, including
depreciation, amortization and deferred taxes, improved 11% from
1993.  However, total cash flows used by operating activities totaled
$2 million in the first quarter of 1994, a decrease of $10 million
from the $8 million of cash provided in the prior year period.  This
change was primarily attributable to a build in inventories from the
1993 year end to support expected growth in the planned replacement
lens business as well as higher inventory levels related to acquired
businesses.  Lower current liabilities primarily represented the net
settlement of foreign currency hedge contracts and the timing of tax
payments.  These factors were moderated by 1994 initiatives to reduce
receivable levels, reflected by the $21 million improvement generated
by these efforts in the first quarter.

Cash Flows Used In Investing Activities

        Cash flows used in investing activities increased $16 million
from 1993 to $60 million.  Purchases of property, plant and equipment
totaled $30 million, an increase of $12 million over the 1993 first
quarter.  Capital expenditures are expected to total approximately
$90 million this year.  Major projects will include new manufacturing
capacity for contact lenses in the U.S. and Europe and actions to
further improve sunglass manufacturing efficiencies.  Other investing
activities in the first quarter of 1994 included the acquisition of
the assets of Revo, a U.S.-based manufacturer of high performance
sunglasses.

Cash Flows From Financing Activities

        Cash used in financing activities included repurchases of the
Company's Common shares and the payment of dividends.  Cash flow was
provided from the proceeds of additional U.S. promissory note
borrowings in the first quarter.  The Company's total debt,
consisting of short- and long-term borrowings, increased by $80
million to $645 million at the end of the 1994 first quarter.

Financial Position

        Bausch & Lomb's ratio of total debt to equity stood at 68% in
1994 and 77% in 1993.  The Company also maintains a significant balance
of cash and investments, which totaled $553 million and $524 million at
the end of March 1994 and 1993, respectively.  The Company's net debt,
or total borrowings less cash, cash equivalents and short-term
investments, totaled $93 million in 1994 and $149 million in 1993.
After considering hypothetical taxes payable upon repatriation
of non-U.S. cash and investments, tax-effected net debt totaled $234
million in 1994 and $291 million in 1993.  The ratio of tax-effected
net debt to equity stood at 24.7% in 1994 and 33.1% in 1993,
demonstrating that the Company continues to maintain a sound capital
structure.  The Company is planning to improve cash flow and reduce
its working capital requirements in 1994.  The stated goal is to
generate $100 million in cash flow beyond that which will be required
for the payment of dividends and capital expenditures.  These funds
will be used to reduce short-term debt.
<PAGE>




Access to Financial Markets

The Company maintains U.S. revolving credit and term loan agreements
which total $205 million with 364-day credit terms.  The interest
rate under the agreements is at the prime rate, or, at the Company's
option, at a mutually acceptable market rate.  No debt was
outstanding under these agreements at March 26,   1994.  The Company
filed a shelf registration with the Securities and Exchange
Commission in November 1993 for up to $300 million in debt.  Filing
and approval for the medium term note program covered by this shelf
registration occurred in April 1994.  In addition, the Company
maintains bank lines of credit for its financing requirements.  For
limited periods during the year, intercompany borrowings may be used
to reduce U.S. short-term debt.  The availability of adequate credit
facilities provides the Company with a high degree of flexibility to
meet its obligations, fund capital expenditures and invest in growth
opportunities.

Working Capital

The Company continued to maintain its strong financial condition.
Working capital amounted to $670 million for the first quarter of
1994, versus $687 million at year-end 1993 and $557 million for the
first quarter of 1993.  The current ratio was 1.9 at March 26, 1994,
2.0 at December 25, 1993 and 1.8 at March 27,     1993.

OTHER FINANCIAL DATA

        Dividends declared on Common stock were $0.22 per share in the
first quarters of 1994 and    1993.  In March the Company announced the
dividend payment rate would
increase to $0.245 per share in the 1994 second quarter, an increase of
11% from 1993.  This increase reflects the Company's desire to increase
its dividend on an annual basis while maintaining a payout rate of
between 30% and 35% of the
previous year's earnings.

        Return on average shareholders' equity was 17% for the twelve-
month period ended March 26, 1994 compared to 20% for the twelve-month
period ended March 27, 1993.  Excluding the cumulative translation
adjustment, return on average shareholders' equity was 18% for the 1994
first quarter versus 22% for the 1993 first quarter.  The lower return
ratio reflected the impact of the restructuring charges recorded in
December 1993.
<PAGE>


PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K.
        (a)     Item 601 Exhibits

                Those exhibits required to be filed by Item 601 of
Regulation S-K are listed in the Exhibit Index immediately preceding the
exhibits filed
herewith and such listing is incorporated herein by reference.

        (b)     Reports on Form 8-K

                No reports on Form 8-K were filed by the Company during
the quarter for which this Report is filed.

<PAGE>






SIGNATURES




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 thereunto duly
authorized.





                 BAUSCH & LOMB INCORPORATED
                              
                              
                              
                              
Date:   May 5, 1994     By:
                        Jay T. Holmes
                        Senior Vice President,
                        Corporate Affairs and
                        Secretary





Date:   May 5, 1994     By:
                      Peter Stephenson
                        Senior Vice President,
                        Finance

<PAGE>









EXHIBIT INDEX





S-K Item 601 No.        Document

        (4)-a   Certificate of Incorporation of
Bausch & Lomb Incorporated (filed as Exhibit (4)-
a to the Company's Annual Report on Form 10-K
for the fiscal year ended December 29, 1985,
File No. 1-4105, and incorporated
herein by reference).

        (4)-b   Certificate of Amendment of Bausch & Lomb
Incorporated (filed as Exhibit (4)-b to the Company's
Annual Report on
Form 10-K for the fiscal year ended December 31, 1988,
File No. 1-4105, and incorporated herein by reference).

        (4)-c   Certificate of Amendment of Bausch & Lomb
Incorporated (filed as Exhibit (4)-c to the Company's
Annual Report on
Form 10-K for the fiscal year ended
December 26, 1992, File No. 1-4105, and
incorporated herein by reference).

        (4)-d   Form of Indenture, dated as of September 1,
1991, between
the Company and Citibank, N.A., as Trustee, with respect
to the Company's Medium-Term Notes (filed
as Exhibit (4)a to the Company's
Registration Statement on Form S-3, File
No. 33-42858, and incorporated herein by
reference).

        (4)-e   Rights Agreement between the Company
and The First
National Bank of Boston, as successor to Chase
Lincoln
First Bank, N.A. (filed as Exhibit 1 to the
Company's Current Report on Form 8-K dated
July 25, 1988, File No. 1-4105, and
incorporated herein by reference).

        (4)-f   Amendment to the Rights Agreement between
the Company and
The First National Bank of Boston, as successor to Chase
Lincoln First Bank, N.A. (filed as Exhibit 1 to the
Company's Current Report on Form 8-K dated July 31, 1990,
File No. 1-4105, and incorporated herein by reference).

        (11)    Statement Regarding Computation of Per
Share Earnings
(filed herewith).

        (12)    Statement Regarding Computation of Ratio
of Earnings to
Fixed Charges (filed herewith).

<PAGE>





<TABLE>

Exhibit 11

Statement Regarding Computation of Per Share Earnings




<CAPTION>
                THREE MONTHS ENDED
Dollars And Shares In Thousands-        March 26,
March 27, Except Per Share Data           1994    1993
<S>     <C>     <C>
Net earnings    $ 35,660        $ 32,851


Actual outstanding common shares
        at beginning of year    59,118  59,444


Average common shares issued for
        stock options and effects of
        assumed exercise of common
        stock equivalents and
        repurchase of common shares           801
949


Average common shares outstanding        59,919
60,393


Net earnings per common and
        common share equivalent $  0.60 $  0.54
</TABLE>
<PAGE>


<TABLE>


Exhibit 12

Statement Regarding Computation of Ratio of Earnings to
Fixed Charges


<CAPTION>
                March 26,       December 25,
Dollar Amounts In Thousands             1994    1993
<S>     <C>     <C>
Earnings before provision for
        income taxes and minority
        interest        $62,700 $242,024

Fixed charges   9,317   35,664

Capitalized interest, net of
        current period amortization
65      260

Total earnings as adjusted      $72,082
$277,948


Fixed charges:
        Interest (including
        interest expense and
          capitalized interest)   $ 8,967 $ 34,202
                              
        Portion of rents
        representative of the
        interest factor    350   1,462

Total fixed charges     $ 9,317 $35,664


Ratio of earnings to fixed
        charges   7.74    7.79 <FN>



<FN>
        Excluding the effect of restructuring charges
recorded in the fourth quarter of 1993, the ratio of
earnings to fixed charges at December 25, 1993 would
have been 9.20.

</TABLE>
<PAGE>

<COVER LETTER>



May 6, 1994



U.S. Securities and Exchange Commission
Operations Center
6432 General Greenway
Alexandria, VA  22312 Stop 0-7



RE: Bausch & Lomb Incorporated
    File No. 1-4105
    CIK:  0000010427



Ladies and Gentlemen:

Pursuant  to the requirements of the Securities and
Exchange  Act  of 1934,  we  are transmitting herewith
the attached Form 10-Q  for  the third quarter ended
September 25, 1993.

Very truly yours,


Thomas H. McLain
Director
Corporate Accounting and Financial Reporting






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