BAUSCH & LOMB INC, DEF 14C, 1994-03-18

BAUSCH & LOMB INC
DEF 14C, 1994-03-18
OPHTHALMIC GOODS

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March 18, 1994

Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549

Re: Bausch & Lomb Incorporated
File No. 1-4105

Dear Sirs:

On behalf of Bausch & Lomb Incorporated (the "Company"),
proxy materials of the Company for its annual meeting of
shareholders to be held on April 26, 1994 are being
transmitted electronically to you, in accordance with EDGAR,
for filing pursuant to Rule 14a-6(b) of Regulation 14A
promulgated under the Securities Exchange Act of 1934.

The proxy materials consist of Schedule 14A, Notice of
Meeting, Proxy Statement, Form of Proxy, a cover letter to
shareholders and a reservation card. It is intended that
copies of the proxy materials will be mailed to shareholders
on Monday, March 21.

The filing fee of $125.00 has been transferred to the
Commission's account at Mellon Bank in Pittsburgh,
Pennsylvania.

The Company's 1993 Annual Report to its shareholders, which
will accompany the proxy materials being sent to
shareholders, was filed electronically on March 17, 1994 for
the Commission's information pursuant to Rule 14a-3(c) of
Regulation 14A by Daniels Printing Company in a separate
transmission.

Pursuant to Rule 901(d) of Regulation S-T, one paper copy of
this filing will be submitted to the Commission within six
business days of this date. Paper copies of this filing
have been sent to the New York Stock Exchange (to satisfy
Rule 14a-6(b) and the rules of the New York Stock Exchange)
and Charles C. Leber, the Company's Branch Chief in the
Division of Corporation Finance (to satisfy Rule 304(d) of
Regulation S-T).

If you have any questions relating to this letter, please
contact Jean F. Geisel, Assistant Secretary of the Company,
at (716) 338-6010.

Very truly yours,

/s/ Stephen A. Hellrung

Stephen A. Hellrung
Vice President and General Counsel

Paper copies to:
Securities and Exchange
Commission
Charles C. Leber, Division
Branch Chief
(Via Overnight Courier)
New York Stock Exchange
Sandra Coughlin (Via
Overnight Courier)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant X

Filed by a Party other than the Registrant __

Check the appropriate box:

/_ / Preliminary Proxy Statement

/X / Definitive Proxy Statement

/_ / Definitive Additional Materials

/_ / Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12

Bausch & Lomb Incorporated
(Name of Registrant as Specified In Its Charter)

Stephen A. Hellrung
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2)

/_ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3)

/_ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11

PROXY RULES

1) Title of each class of securities to which transaction
applies: Common Stock

2) Aggregate number of securities to which transaction
applies: 59,150,228

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:* N/A

4) Proposed maximum aggregate value of transaction: N/A

* Set forth the amount on which the filing fee is calculated
and state how it was determined.

/_ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid: N/A

2) Form, Schedule or Registration Statement No.: N/A

3) Filing Party: N/A

4) Date Filed: N/A

Notes:

NOTICE OF
ANNUAL MEETING
and
PROXY STATEMENT

BAUSCH & LOMB
One Chase Square
Rochester, New York 14604

March 21, 1994

Dear Shareholder:

You are cordially invited to attend the 1994 annual meeting
of shareholders to be held in Rochester, New York, on
Tuesday, April 26, at 10:30 a.m.

In addition to discussing 1993 achievements and important
developments within the company, shareholders will consider
and act upon matters described in detail in the attached
notice of meeting and proxy statement. As is our practice,
we will send a report summarizing the meeting proceedings to
each registered shareholder, along with the company's first
quarter report.

Regardless of your plans for attending in person, your vote
is important and we would appreciate the prompt return of
your signed proxy card in the enclosed envelope.

I hope you will be present at this year's meeting. If you
plan to attend, please also sign and return the enclosed
reservation card.

Sincerely,

[DEG Signature]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of shareholders of Bausch & Lomb
Incorporated will be held at The Hyatt Regency Rochester,
125 East Main Street, Rochester, New York, on Tuesday, April
26, 1994, at 10:30 a.m. for the following purposes:

1. To elect five directors to the class whose term will
expire in 1997.

2. To approve a Management Executive Incentive Plan,
pursuant to Section 162(m) of the Internal Revenue Code.

3. To approve a Long Term Performance Stock Plan I,
pursuant to Section 162(m) of the Internal Revenue Code.

4. To ratify the appointment of Price Waterhouse as
independent accountants for 1994.

5. To transact such other business as may properly come
before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on
March 11, 1994 as the record date for the determination of
the shareholders entitled to notice of, and to vote at, the
meeting.

Shareholders are requested to sign, date and return the
enclosed proxy card promptly to ensure its arrival in time
for the meeting. If you plan to attend the meeting, please
also sign, date and return the reservation card.

The accompanying envelope will not require postage if mailed
in the United States.

By Order of the Board of Directors
Jay T. Holmes, Secretary
March 21, 1994
Rochester, New York

PROXY STATEMENT

The enclosed proxy is solicited by authority granted by the
Board of Directors of the company on February 11, 1994.
When a proxy is returned properly signed, the shares
represented thereby will be voted by the proxies in
accordance with the shareholder's directions. If the proxy
is signed and returned without choices having been
specified, the shares will be voted for the election as
directors of the persons named herein, for the approval of a
Management Executive Incentive Plan and a Long Term
Performance Stock Plan I, and for the ratification of the
appointment of Price Waterhouse as independent accountants
for 1994. If for any reason any of the nominees for election
as directors shall become unavailable for election,
discretionary authority may be exercised by the proxies to
vote for substitutes proposed by the Board of Directors of
the company.

If a shareholder is a participant in the Bausch & Lomb
Savings Plus Plan or the Dahlberg Incentive Savings Plan,
the proxy represents the shares held in such Plans as well
as shares registered in the shareholder's name. If a proxy
representing shares in the Bausch & Lomb Plan is not
returned, those shares will be voted by the trustee of the
Plan in accordance with the direction of the majority of
shares voted by other participants in the Plan. If a proxy
representing shares in the Dahlberg Plan is not returned,
those shares will be voted by the trustee of the Plan in the
same proportions as those shares for which proxies have been
received.

A shareholder giving a proxy has the right to revoke it at
any time before it is voted by filing with the Secretary of
the company a written notice of revocation, or a duly
executed later-dated proxy, or by requesting return of the
proxy at the annual meeting of shareholders and voting in
person.

Only record holders of voting Common and Class B Stock at
the close of business on March 11, 1994 are entitled to
notice of, and to vote at, the annual meeting of
shareholders. As of February 11, 1994, the company had
outstanding 59,150,228 shares of voting stock consisting of
58,632,444 shares of Common Stock and 517,784 shares of
Class B Stock, each entitled to one vote per share at the
annual meeting of shareholders.

The approximate date on which the enclosed form of proxy and
this proxy statement are first being sent to shareholders is
March 21, 1994.

Board of Directors

The Board of Directors of the company met six times in 1993.
All of the directors attended 75% or more of the aggregate
number of applicable Board and committee meetings held
during the year.

Board members who are not employees of the company receive
an annual retainer of $25,000, a fee of $2,000 for each
Board meeting, $1,000 for each committee meeting held on the
same day as a Board meeting, and $2,000 for each committee
meeting held on a day other than a Board meeting day. In
addition, Board members who chair committees and are not
employees of the company receive a $3,000 annual fee.

Under the 1990 Stock Incentive Plan, each year non-employee
directors also receive non-qualified, fully vested options
to purchase shares of Class B Stock of the company. The
number of options is determined by a fixed formula set forth
in the Plan, and the exercise price of all such options is
determined by the market value of the company's Common Stock
on the date of grant. For fiscal year 1993, each non-
employee director was granted 1,549 options for Class B
shares.

The company maintains a charitable contribution program,
under which charitable contributions in the amount of
$250,000 are made on behalf of each director who attains
five years of service with the company, payable at the
director's death. The company maintains insurance on the
lives of its directors to fund this program and requires
that each organization designated by a director to receive a
contribution be a bona fide, tax-exempt charitable
organization.

Committees of the Board

The Board has established four standing committees to assist
it in carrying out its responsibilities: the Executive
Committee, Audit Committee, Committee on Directors and
Committee on Management.

The members of the Executive Committee are William
Balderston III, Daniel E. Gill, John R. Purcell, Robert L.
Tarnow, William H. Waltrip and Ronald L. Zarrella. This
committee met four times in 1993 and, with certain
exceptions, possesses all of the authority of the full
Board.

The members of the Audit Committee are Linda Johnson Rice,
Alvin W. Trivelpiece and Kenneth L. Wolfe. This committee
has responsibility for reviewing the scope and results of
the independent accountants' annual examination of the
company's consolidated financial statements; reviewing the
overall adequacy of internal controls with the company's
internal auditors; recommending to the Board of Directors
the appointment of the independent accountants; and
providing for direct communications between the Board of
Directors and the independent accountants and internal
auditors. The committee met three times in 1993.

The members of the Committee on Directors are William
Balderston III, John R. Purcell, Robert L. Tarnow and
William H. Waltrip. The committee, which met three times in
1993, is responsible for making recommendations to the Board
on all matters relating to directors, including compensation
of directors and composition of the Board of Directors. It
also considers nominees for directors, including those
recommended by shareholders. The company's By-Laws provide
that shareholder submissions must include sufficient
biographical information concerning the recommended
individual, including age, address, employment history and
board memberships, if any. Shareholder recommendations must
be received at the above offices of the company no fewer
than 90 days prior to the date of the annual meeting of
shareholders to be considered for nomination at such annual
meeting. The By-Laws also provide that any candidate
nominated must submit a signed statement to the Secretary of
the company that he or she consents to being a nominee and,
if elected, intends to serve as a director. Such statement
must be received by the Secretary at least 24 hours prior to
the date of the annual meeting of shareholders at which the
election will be conducted.

The members of the Committee on Management are Franklin E.
Agnew, Bradford R. Boss and Ruth R. McMullin. This
committee has general responsibility for recommending to the
Board remuneration for the Chairman and determining the
remuneration of other officers elected by the Board;
approval of payments under the company's Executive Incentive
Compensation Plan; granting options under and otherwise
administering the company's stock incentive plans; and
approval and administration of any other compensation plans
in which officers elected by the Board are eligible to
participate. The committee also reviews and ensures that a
process is in place to provide continuity and succession of
officers and key employees. The committee met four times in
1993.

Compensation Committee Interlocks and Insider Participation

Mr. Boss, who serves on the company's Committee on
Management, also serves as chairman of the A. T. Cross
Company. Mr. Thomas C. McDermott, who retired as president
and chief operating officer of Bausch & Lomb in 1993, also
serves on the Board of Directors of the A. T. Cross Company.

Election of Directors

The Board of Directors currently has 13 members and,
pursuant to the company's By-Laws, is divided into three
classes, for which the terms of office will expire,
respectively, on the dates of the annual meetings of
shareholders in 1994, 1995 and 1996. One class is elected
each year to serve for three years.

Directors are elected by a plurality of the votes cast by
the holders of the company's Common and Class B Stock at a
meeting at which a quorum of shares is represented. This
means that those nominees receiving the largest number of
votes cast are elected, up to the maximum number of
directors to be elected at the meeting. As a result, any
shares not voted (whether by abstention, broker non-vote or
otherwise) have no impact on the election of directors,
except to the extent that the failure to vote for a
particular nominee may result in another nominee receiving a
larger number of votes.

The directors whose terms expire at the 1994 annual meeting
of shareholders are Franklin E. Agnew, Daniel E. Gill, Ruth
R. McMullin, Linda Johnson Rice and Robert L. Tarnow. The
Board of Directors has therefore fixed the number of
directors to be elected at the 1994 Annual Meeting of
Shareholders at five. Messrs. Agnew, Gill and Tarnow, and
Mmes. McMullin and Rice are nominated to stand for re-
election to serve until the 1997 annual meeting. The names
of, and certain information with respect to, the persons
nominated for election as directors, as well as those
directors continuing in office, are presented on the
following pages.

Nominees for Election as Directors

Term Expiring 1997

[Picture of Franklin E. Agnew
Franklin E. Agnew] Director Since: 1982
Age: 59
Stock Owned: 13,509 shares
(includes 9,509 options)

Principal Occupation: Business Consultant.

General Background: Mr. Agnew serves as a business
consultant to private industry and since 1987 has been
associated with Grant Peacock & Co., an investment firm.
From 1989 until 1990, Mr. Agnew was trustee in
reorganization of Sharon Steel Corporation. From 1971 until
1986, Mr. Agnew was a director of H. J. Heinz Company, a
worldwide provider of processed food products and services,
and from 1973 until 1986 was a group executive with
responsibility for various Heinz affiliates. Mr. Agnew is a
director of John Wiley & Sons, Inc.

[Picture of Daniel E. Gill
Daniel E. Gill] Director Since: 1978
Age: 57
Stock Owned: 275,818 shares
(includes 165,894 options)

Principal Occupation: Chairman and Chief Executive Officer,
Bausch & Lomb Incorporated.

General Background: Mr. Gill has served as chief executive
officer of the company since 1981 and was named chairman in
1982. He joined Bausch & Lomb in 1978 and was named chief
operating officer of the company in 1980. Mr. Gill came to
Bausch & Lomb from Abbott Laboratories, where he had been
president of the Hospital Products Division and a corporate
vice president. Mr. Gill is a director of Reebok
International, Ltd., Rochester Telephone Corporation and
Welch Allyn Incorporated.

[Picture of Ruth R. McMullin
Ruth R. McMullin] Director Since: 1987
Age: 52
Stock Owned: 10,699 shares
(includes 6,439 options)

Principal Occupation: President and Chief Executive
Officer, Harvard Business School Publishing Corporation.

General Background: Mrs. McMullin has served since 1992 as
president and chief executive officer of the Harvard
Business School Publishing Corporation. From 1990 to 1992,
Mrs. McMullin was a consultant to private industry, and from
1991 to 1992 she was also acting chief executive officer of
UNR Industries, Inc. and a member of that company's
chairman's committee. From 1989 to 1990, Mrs. McMullin was
president and chief executive officer of John Wiley & Sons,
Inc., a publishing company. She joined that company as
executive vice president and chief operating officer in
1987. She is a director of Fleet Financial Group, Inc.,
Middlesex Mutual Assurance Company and UNR Industries, Inc.

[Picture of Linda Johnson Rice
Linda Johnson Rice] Director Since: 1990
Age: 36
Stock Owned: 8,581 shares
(includes 6,581 options)

Principal Occupation: President and Chief Operating
Officer, Johnson Publishing Company, Inc.

General Background: Mrs. Johnson Rice is president and
chief operating officer of Johnson Publishing Company. In
addition to management of the company, she oversees the
editorial content of Ebony, Jet and Ebony Man magazines.
She is also creative consultant for Fashion Fair Cosmetics,
a division of Johnson Publishing, and she is executive
producer of Ebony/Jet Showcase, a nationally syndicated
magazine show. Mrs. Johnson Rice is a director of the
Continental Bank Corporation and The Dial Corp.

[Picture of Robert L. Tarnow
Robert L. Tarnow] Director Since: 1984
Age: 69
Stock Owned: 14,125 shares
(includes 7,439 options)

Principal Occupation: Chairman of the Board, Goulds Pumps,
Inc.

General Background: Mr. Tarnow has served since 1978 as
chairman of the board of Goulds Pumps, Inc., a water systems
and industrial pumping equipment manufacturer. He joined
that firm in 1951 and previously served as president and
chief executive officer. He is a director of Raymond
Corporation, Graham Corp. and Utica Mutual Insurance
Company.

Directors Continuing in Office - Term Expiring 1995

[Picture of William Balderston III
William Balderson III] Director Since: 1989
Age: 66
Stock Owned: 9,639 shares
(includes 7,439 options)

Principal Occupation: Retired. Formerly Executive Vice
President, The Chase Manhattan Bank, N.A.

General Background: Mr. Balderston held various executive
positions from 1966 until his retirement in December 1993
with The Chase Manhattan Bank and its predecessor banks. He
was elected president of Chase Lincoln First Bank in 1980,
chief executive officer in 1984 and chairman in 1986. He
was named executive vice president of The Chase Manhattan
Bank and vice chairman of Chase Lincoln First Bank in 1991.
Mr. Balderston is a director of Rochester Gas and Electric
Corporation.

During 1993, the company paid The Chase Manhattan Bank, N.A.
$934,502 under two long-term leases for office space at One
Chase Square in Rochester, New York.

[Picture of Bradford R. Boss
Bradford R. Boss] Director Since: 1986
Age: 61
Stock Owned: 12,709 shares
(includes 9,509 options)

Principal Occupation: Chairman of the Board, A. T. Cross
Company.

General Background: Mr. Boss has served since 1979 as
chairman of the board and from 1979 to 1993 as chief
executive officer of the A. T. Cross Company, a manufacturer
of writing instruments. From 1971 to 1979 he served as
president. Mr. Boss is a director of Fleet Financial Group,
Inc.

[Picture of Kenneth L. Wolfe
Kenneth L. Wolfe] Director Since: 1989
Age: 55
Stock Owned: 9,593 shares
(includes 7,439 options)

Principal Occupation: Chairman of the Board and Chief
Executive Officer, Hershey Foods Corporation.

General Background: Mr. Wolfe has served since January
1994 as chairman and chief executive officer of Hershey
Foods Corporation, a food products manufacturing firm. He
joined that firm in 1968 and held various executive
positions before being appointed vice president and chief
financial officer in 1981. In 1984, Mr. Wolfe was named
senior vice president. From 1985 until December 1993, he
was president and chief operating officer. Mr. Wolfe is a
director of the Hershey Trust Company.

[Picture of Ronald L. Zarrella
Ronald L. Zarrella] Director Since: 1993
Age: 44
Stock Owned: 112,950
shares
(includes 81,312 options)

Principal Occupation: President and Chief Operating
Officer, Bausch & Lomb Incorporated.

General Background: Mr. Zarrella's career with Bausch &
Lomb began in 1985 when he joined the company's former
International Division as president of operations for Far
East, Latin America and Canada. He was made corporate vice
president and president of subsidiary operations in 1986,
and was named senior vice president and president of the
International Division in 1987. He was elected executive
vice president of the company in 1992, and was named
president and chief operating officer in 1993. From 1980
until 1985, Mr. Zarrella held executive positions with
International Playtex. He is a director of Fleet Bank of
New York.

Directors Continuing in Office

Term Expiring 1996

[Picture of Jay T. Holmes
Jay T. Holmes] Director Since: 1986
Age: 51
Stock Owned: 93,847 shares
(includes 50,478 options)

Principal Occupation: Senior Vice President - Corporate
Affairs and Secretary, Bausch & Lomb Incorporated.

General Background: Mr. Holmes joined Bausch & Lomb in
1981 as vice president, general counsel and secretary. He
was named senior vice president - corporate affairs and
secretary in 1983. From 1971 to 1981, he held several
positions in the law division of A. E. Staley Manufacturing
Company and, for the last six of those years, served as its
general counsel. Mr. Holmes is a director of Rochester Gas
and Electric Corporation and Blue Cross and Blue Shield of
the Rochester Area.

[Picture of John R. Purcell
John R. Purcell] Director Since: 1976
Age: 62
Stock Owned: 19,509 shares
(includes 9,509 options)

Principal Occupation: Chairman and Chief Executive Officer,
Grenadier Associates, Ltd.

General Background: Mr. Purcell has served since 1989 as
chairman and chief executive officer of Grenadier
Associates, Ltd., a venture banking firm. Since 1991, he
has also served as chairman of Donnelley Marketing, Inc., a
data-based direct marketing company. From 1987 until 1990,
he served as chairman of Mindscape, Inc., an educational and
entertainment computer software company. From 1987 until
1989, Mr. Purcell served as chairman of Fairfield Publishing
Company, a magazine publisher. Mr. Purcell served from 1982
until 1986 as chairman and president of SFN Companies, Inc.,
a communications company. He is a director of Omnicom
Group, Inc., Playboy Enterprises, Inc., Donnelley Marketing,
Inc. and Technology Solutions Company.

[Picture of Alvin W. Trivelpiece, Ph.D.
Alvin W. Trivelpiece] Director Since: 1989
Age: 63
Stock Owned: 9,181 shares
(includes 6,581 options)

Principal Occupation: Director, Oak Ridge National
Laboratory and Vice President, Martin Marietta Energy
Systems, Inc.

General Background: Dr. Trivelpiece has served since 1989
as director of the Oak Ridge National Laboratory, a multi-
program science and energy research laboratory managed by
Martin Marietta Energy Systems, Inc. for the U.S. Department
of Energy. He also serves as a vice president of Martin
Marietta Energy Systems, Inc., which manages several other
Department of Energy facilities. He was director of the
Office of Energy Research for the U.S. Department of Energy
from 1981 to 1987. From 1987 to 1989, he was the executive
officer of the American Association for the Advancement of
Science.

[Picture of William H. Waltrip
William H. Waltrip] Director Since: 1985
Age: 56
Stock Owned: 8,977 shares
(includes 6,581 options)

Principal Occupation: Chairman and Chief Executive Officer,
Technology Solutions Company

General Background: Mr. Waltrip has served since September
1993 as chairman and chief executive officer of Technology
Solutions Company, a systems integration company. He was
chairman and chief executive officer of Biggers Brothers,
Inc., a food service distribution company, from 1991 to
September 1993, and was a consultant to private industry
from 1988 to 1991. From 1985 to 1988, he served as
president and chief operating officer of IU International
Corporation, a transportation, environmental and
distribution company. Earlier, he had been president, chief
executive officer and a director of Purolator Courier
Corporation. He is a director of Recognition Equipment,
Inc., Teachers Insurance and Annuity Association and Thomas
& Betts Corporation.

<TABLE>

Security Ownership of Certain Beneficial
Owners and Management

Beneficial Owners of More than 5% of the Company's
Voting Stock

<CAPTION>
Percent of
Name and Address Outstanding
of Beneficial Owners Number of Shares Voting Stock
<S> <C> <C>

Cooke & Bieler, Inc. 3,890,150 <F1> 6.6%
1700 Market Street
Suite 3222
Philadelphia, PA 19103

Mellon Bank Corporation 3,658,000 <F2> 6.2%
One Mellon Bank Center
Pittsburgh, PA 15258

<FN>
<F1> Shares are as of January 31, 1994 and include 3,075,100
shares with respect to which there is sole power to vote and
3,685,450 shares with respect to which there is sole power
of disposition.

<F2> Shares are as of February 15, 1994 and include
1,824,000 shares with respect to which there is sole power
to vote; 229,000 shares with respect to which there is
shared power to vote; 1,860,000 shares with respect to which
there is sole power of disposition; and 1,798,000 shares
with respect to which there is shared power of disposition.

</TABLE>

Security Ownership of Management

Bausch & Lomb's management believes it is important to align
the financial interests of corporate executives with those
of shareholders. Accordingly, the company has established
specific guidelines relating to the minimum amount of
company stock which officers are expected to own on a direct
basis, meaning stock which is at risk in the market, not
simply held under option. The company's current guidelines
call for each officer to own stock which has a value within
a range of two-to-five times that individual's annual
salary, depending on his or her level of responsibility as
discussed in the Report of the Committee on Management on
page 14.

Presented below is information concerning the amount of
company stock beneficially owned by each director and
director nominee, each non-director officer named in the
Summary Compensation Table appearing on page 22 and 23, and
all directors and officers of the company as a group. All
numbers stated are as of February 11, 1994, and include
beneficial ownership of shares of Common and Class B Stock,
which are identical with respect to dividend and liquidation
rights and vote together as a single class for all purposes.

Except for Class B Stock, which is transferable only in
accordance with the terms of the company's stock incentive
plan under which it was acquired, and except as otherwise
indicated, sole voting and investment power exists with
respect to all shares listed as beneficially owned. No
individual named below beneficially owns more than 1% of the
company's outstanding voting stock, and the shares
beneficially owned by all directors and officers as a group
constitute 2% of the company's outstanding voting stock.

Name of Amount and Nature
Beneficial Owner of Beneficial Ownership
<S> <C>
Franklin E. Agnew 13,509 <F1>
William Balderston III 9,639 <F2>
Bradford R. Boss 12,709 <F1>
Daniel E. Gill 275,818 <F3>
Jay T. Holmes 93,847 <F4>
Harold O. Johnson 128,754 <F5>
James E. Kanaley 86,939 <F6>
Ruth R. McMullin 10,699 <F7>
John R. Purcell 19,509 <F1>
Linda Johnson Rice 8,581 <F8>
Robert L. Tarnow 14,125 <F2>
Alvin W. Trivelpiece 9,181 <F8>
William H. Waltrip 8,977 <F8>
Kenneth L. Wolfe 9,593 <F2>
Ronald L. Zarrella 112,950 <F9>

All Directors and Officers 1,419,501
as a group (36 persons)

<FN>
<F1> Includes 9,509 shares which may be acquired within 60
days through the exercise of stock options.

<F2> Includes 7,439 shares which may be acquired within 60
days through the exercise of stock options.

<F3> Includes 165,894 shares and 6,891 shares, respectively,
which may be acquired within 60 days through the exercise of
stock options and acquired under the Savings Plus Plan.

<F4> Includes 50,478 shares and 2,731 shares, respectively,
which may be acquired within 60 days through the exercise of
stock options and acquired under the Savings Plus Plan.

<F5> Includes 88,632 shares and 4,286 shares, respectively,
which may be acquired within 60 days through the exercise of
stock options and acquired under the Savings Plus Plan.

<F6> Includes 63,556 shares and 2,994 shares, respectively,
which may be acquired within 60 days through the exercise of
stock options and acquired under the Savings Plus Plan.

<F7> Includes 6,439 shares which may be acquired within 60
days through the exercise of stock options.

<F8> Includes 6,581 shares which may be acquired within 60
days through the exercise of stock options.

<F9> Includes 81,312 shares and 1,405 shares, respectively,
which may be acquired within 60 days through the exercise of
stock options and acquired under the Savings Plus Plan.

</TABLE>

The company's directors and officers are required to file
reports with the Securities and Exchange Commission
concerning their ownership of company stock. Based on its
review of such reports, the company believes that all filing
requirements were met by its directors and officers during
1993.

Executive Compensation

Report of the Committee on Management

The Committee on Management of the Board of Directors,
composed of three non-employee directors of the company, is
charged with overseeing executive compensation, the
organizational structure of the company, and continuity of
the organization through succession planning for senior
executive positions in the company. The Committee on
Management meets at least three times a year and reviews and
approves the design of executive incentive and stock plans,
reviews and approves individual awards for senior officers
of the company, reviews the planning and progress of any
restructuring of the organization, insures that there is a
process in place for management continuity, and reviews
succession plans for all officer positions and other key
executives. In advance of each meeting, management reviews
the agenda with the committee chair and, prior to the
meeting, each committee member receives a complete briefing
book, which details each topic to be considered by the
committee.

Compensation Philosophy and Policy

The executive compensation plan at Bausch & Lomb is designed
to reward and motivate executives responsible for attaining
financial and strategic objectives which are essential for
Bausch & Lomb's success and for the continued growth in
shareholder value. The plan is also structured to attract
and retain the highest caliber executives.

The Bausch & Lomb program provides a competitive level of
total compensation and offers incentive and equity ownership
opportunities closely linked to annual and long-term company
performance and to shareholder returns. The company
believes that it is in the best interest of its shareholders
to reward executives through the use of such incentive
programs when performance expectations are achieved.

To maintain a fair and competitive level of compensation,
the company commissions an independent consulting firm to
conduct an annual survey of executive compensation in a
group of 14 companies engaged in production of prescription
and over-the-counter health care products. This annual
survey compares Bausch & Lomb's total executive compensation
opportunity (salary and short- and long-term incentives) to
the compensation of matched jobs in the peer group of
companies, based on the relative size of the company or the
division which the executive leads. The study includes base
compensation, as well as annual incentives and long-term
incentives, including stock based compensation. The
aggregate compensation package is targeted to pay at the
66th percentile, but only if aggressive performance criteria
are achieved (i.e., if financial performance and stock
appreciation meet expectations). The relative financial
performance of Bausch & Lomb and its peer group, together
with the compensation survey results, are reviewed by the
Committee on Management at least annually.

The surveyed companies were selected based on the following
criteria: (i) the similarity of their product lines to
those of Bausch & Lomb; (ii) the competitive market for
executive talent; and (iii) the availability of compensation
data provided confidentially to a third party. Thus, while
a majority of the companies included in the compensation
survey are also part of the industry group presented in the
Performance Graph on page 32, the groups are not identical.

After consideration of the survey data, business objectives,
and compensation philosophy and strategy, the Committee on
Management determines targeted levels of base compensation,
long- and short-term incentives, and stock options for the
officers of the company. In approving salary and incentive
payments for individuals other than Mr. Gill, the committee
also considers recommendations made by Mr. Gill.

The compensation plan for executives is reviewed for its
total value, and also for its mix of compensation vehicles.
For the senior officers presented in this proxy statement,
the compensation package emphasizes variable (performance
driven) over fixed (base) compensation, and balances annual
and longer term incentives. The key elements of Bausch &
Lomb's executive compensation include base pay, incentive
awards based on annual and long-term performance, and stock
options. Each of these elements will be reviewed in greater
detail in the following sections.

Base Pay

Base pay levels and increases for each officer take into
consideration the individual's current performance,
experience, the scope and complexity of his or her position
and the competitive marketplace for comparable positions at
peer companies. Base pay for officers is reviewed twice
each year, and generally adjusted annually. In 1993, the
company's average officer base compensation was 4% below the
targeted percentile.

For Mr. Gill, the committee recommended and the Board of
Directors approved a base salary of $950,000 for 1993. In
determining this salary, the Board took into consideration
the targeted percentile for aggregate compensation, the
chief executive officer compensation (on a size adjusted
basis) and compensation forecasts among the surveyed
companies, as well as the 1993 performance of the company,
Mr. Gill's leadership role, and Mr. Gill's twelve years of
service as CEO of the company. Based on this overall
assessment of service, performance and leadership, Mr.
Gill's 1993 base pay was set at 10% above the midpoint of
his salary grade.

Annual Incentive Awards

Under the company's Executive Incentive Compensation
Program, corporate officers are eligible for annual
incentive awards, which are based on a combination of
corporate, division and individual performance. Based on
competitive survey data, bonus targets and maximum bonus
potential were increased for the 1993 incentive cycle. The
bonus target for each officer is expressed as a percentage
of base pay, falling within a range of 30-65%, depending
upon the position. This represents increases of 1-5% for
the officer group. The increases effected in 1993 brought
annual incentive targets to just below the average or 50th
percentile of the peer group. Those percentages are based
on a review of competitive bonus targets (also assessed
annually in the survey of peer companies), and the company's
strong emphasis on performance-related compensation. The
minimum payout is zero, and the maximum payout is 175% of
the target payment.

Under the annual incentive plan, objectives are established
at the beginning of each year. Minimum and maximum
performance levels are also defined. An individual's
objectives may include corporate, division or individual
goals or some combination of these. Mr. Gill's goals are
based solely on the overall performance of the company.
Company goals currently include the following criteria and
weightings: sales growth, 30%; earnings growth, 30%; return
on equity, 30%; and improvement in aggregate customer
satisfaction ratings from operating divisions, 10%.

Bausch & Lomb establishes aggressive goals, with a
significant increase or reduction in incentive payments if
actual performance exceeds or fails to meet specified
levels. In 1993, our sales and earnings growth far exceeded
that of the comparator group. However, due to the company's
aggressive incentive targets, it achieved aggregate
performance only slightly above its goals. Bausch & Lomb's
performance in 1993 resulted in a bonus of $680,000 for Mr.
Gill. Incentive payouts for Messrs. Kanaley and Johnson
were modified 11% and 4%, respectively, beyond calculated
results, because the actual performance was substantially in
excess of the maximum goal. For Messrs. Gill, Zarrella and
Holmes, whose bonuses are based solely on corporate
financial goals, payouts were made based on annual results
without consideration of a one-time restructuring reserve
which primarily relates to future actions.

Long-Term Incentive Awards

Bausch & Lomb offers a package of long term incentives
including stock options and a long term performance plan.
It should be noted that while the total value achieves the
targeted percentile for aggregate compensation, the company
has chosen to offer fewer stock grants than are prevalent in
peer companies, stock options below the targeted percentile,
and a long term performance plan which has greater value
than the targeted percentile. This decision is consistent
with the overall company emphasis on performance based
plans, aligned with increase in shareholder value.

Officers of the company may be designated to participate in
the company's current Long Term Performance Stock Plan I.
For the top four corporate positions, which comprise
membership on the company's Management Executive Committee,
three-year goals of cumulative sales growth and return on
equity are set annually by the Committee on Management. The
performance matrix is relatively more sensitive to each
percent of return on equity improvement than to each percent
of sales growth. The targets are based on Bausch & Lomb's
long-term strategic plans and historic analysis of Bausch &
Lomb and its peer companies' performance.

For cycles starting in 1993, for officers who head major
business units, three-year goals are based on key strategic
financial measures for that operating unit such as sales and
earnings growth, product development and manufacturing
costs. The company has set targets for officers in staff
positions relevant to their functions, and those officers
are also rated on overall corporate performance with respect
to return on equity and sales growth.

The target award for each officer is based on the scope and
complexity of the position and competitive compensation
data. At the beginning of each three-year cycle, the
executive is credited with stock-related performance units
valued at one-half the target award for that cycle. During
the cycle, the only payments actually received are "dividend
equivalents" on the performance units equal to the dividends
paid to shareholders on an equivalent number of shares of
Common Stock. The award at the end of the cycle is based on
actual performance compared to the defined goals.
Generally, half of the award is paid in cash, and the
remainder is paid by converting the performance units
(adjusted to reflect actual performance) into stock. The
plan is thus aligned with both financial results and
shareholder value, as the percentage payout of cash and
units varies with financial performance, and the value of
the units varies with the stock price. For the cycle
beginning in 1993, the cash payout may range from 0-200%,
and the performance unit payout may range from 50-200%, of
the targeted award.

The Committee on Management approved a payout of 90% of
target to the participants for the cycle completed in 1993
based on the company's sales growth and return on equity.
This payout was also made without consideration of a one-
time restructuring reserve which primarily relates to future
actions. Mr. Gill received a payout of $159,593 in cash and
4,214 shares of Bausch & Lomb stock.

Supplemental Executive Retirement Plan

An additional key element of total compensation for Messrs.
Gill and Holmes is the Supplemental Executive Retirement
Plan I and the associated tax payments made with respect to
plan contributions on behalf of the participants. In 1985,
the company put this Plan in place for Messrs. Gill and
Holmes, funded by corporate-owned life insurance to minimize
the cost to the company. This Plan was designed to provide
a competitive retirement benefit (60% replacement ratio) for
senior officers who forfeited accrued retirement benefits by
coming to Bausch & Lomb in mid-career. As this benefit has
neither the tax advantages nor the security of a tax-
qualified government insured plan, it is being currently
expensed and funded in secular trusts. Contributions to the
trusts are taxable income to the participants, and the
income presented in this proxy statement for Messrs. Gill
and Holmes includes payments to offset the income tax
liability. Messrs. Zarrella, Kanaley and Johnson
participate in Supplemental Executive Retirement Plan II,
which is described on page 36. Contributions made under
this Plan do not result in taxable income to the
participants.

Awards Under The Stock Incentive Plan

Under the company's 1990 Stock Incentive Plan, which was
approved by the shareholders, officers of the company are
eligible to receive awards of stock options and stock
grants, as approved by the Committee on Management.
Guidelines for stock options and stock grants are based on
competitive survey data (as described above) in combination
with an internal assessment of the scope and complexity of
the executive's position. For each officer position, a
target stock award is defined as a multiple of pay (the
target amount for options is below the targeted percentile
for aggregate compensation). That dollar amount is then
divided by the current stock price, to determine the number
of shares. The Committee on Management reviews the
competitiveness of the target awards annually. Each
officer's performance is reviewed to determine if a target,
maximum, minimum or no stock option award will be made. In
1993, the company elected to grant option awards equal in
value to two years of competitive options. These options
will vest over four years, as opposed to the company's
historic three-year vesting. The awards were made in
anticipation of no stock option awards in 1994, and in
anticipation of possible changes in competitive and company
stock option practices.

The Stock Incentive Plan is designed to closely align the
interests of the officer group with the interests of the
shareholders. Since the mid-1980s, officers have been
requested to own significant amounts of stock and in 1990
guidelines were made more specific. Currently, officers are
expected to own stock with a value equal to two-to-five
times their base pay, depending on position. At this time,
almost all of the officers, including Mr. Gill, have
achieved these ownership goals.

All stock options granted to date are priced at the fair
market value of the underlying stock as of the date of the
grant. In 1993, Mr. Gill received options on 157,944 shares
of Bausch & Lomb stock with an exercise price of $46.625 per
share (i.e., the fair market value of the company's stock on
the date of grant). This award was at the maximum level for
a two-year award, based on the Committee's evaluation of the
company's excellent performance under Mr. Gill's leadership.

Stock grants may periodically be awarded to officers of the
company. During 1993 no restricted stock grants were
awarded to Mr. Gill or to any of the individuals named in
the Summary Compensation Table.

Approval of Incentive Plans by Shareholders

At the annual meeting, the company will seek shareholder
approval of a Management Executive Incentive Plan and a Long
Term Performance Stock Plan I as permitted under the 1993
Tax Act, which allows deductibility of compensation over $1
million if such compensation is paid pursuant to achievement
of pre-established, measurable goals under a plan approved
by shareholders.

Bausch & Lomb has a long tradition of measurable, pre-
established performance plans with goals approved, results
verified and payout calculation confirmed by the Committee
on Management of the Board of Directors. The company will
seek shareholder approval of these performance plans to
enable the company to obtain the tax advantages associated
with the deductibility of any future incentive payments
which may exceed the $1 million cap. The Committee on
Management recommends that shareholders approve these short
and long term performance plans, as described on pages 33-35
of this proxy statement. Participants in these plans are
not eligible to participate in the company's current
Executive Incentive Compensation Plan or either of its
current Long Term Performance Stock Plans.

Conclusion

Each element of the officer compensation package is reviewed
by the Committee on Management to ensure that base pay and
incentive opportunities are at competitive levels and to
provide incentive systems reflecting strong financial
performance and an alignment with shareholder interests. In
sum, we believe the total compensation philosophy and
compensation program serve the best interests of the
shareholder.

Committee on Management

Franklin E. Agnew, Chairman
Bradford R. Boss
Ruth R. McMullin

Compensation Tables

The individuals named in the following tables include, as of
December 31, 1993, the company's Chief Executive Officer and
the four other most highly compensated executive officers of
the company.

<TABLE>

Summary Compensation Table

ANNUAL COMPENSATION

Other
Name Annual
and Compen-
Principal Salary Bonus sation
Position Year ($) ($) ($) <F1>
_________ ____ ______ _____ ________

<S> <C> <C> <C> <C>
D.E. Gill 1993 $950,000 $680,000 $900,474
Chairman 1992 $900,000 $745,000 $621,661
and CEO 1991 $815,000 $635,000 $477,068

R.L. Zarrella 1993 $470,833 $285,000 $79,552
President and 1992 $353,333 $180,000 $27,675
COO 1991 $300,000 $150,000 $29,153

J.T. Holmes 1993 $320,000 $176,000 $218,390
Sr. V.P. 1992 $305,000 $176,000 $97,230
Corp. Affairs 1991 $275,083 $150,000 $236,935
and Secretary

J.E. Kanaley 1993 $275,000 $175,000 $33,291
Sr. V.P. and 1992 $262,000 $150,000 $24,645
President 1991 $247,000 $127,000 $26,320
Pers. Prod.
Division

H. O. Johnson 1993 $275,000 $175,000 $36,407
Sr. V.P. and 1992 $250,000 $136,000 $36,106
President 1991 $234,000 $127,000 $30,086
Contact Lens
Division

<FN>
<F1> The numbers reported in this column for 1993 include
$777,447 and $168,763 paid to Messrs. Gill and Holmes,
respectively, to offset income tax liabilities incurred
under the company's Supplemental Executive Retirement Plan
I, which is described on page 36.

</TABLE>

<TABLE>

LONG TERM COMPENSATION

AWARDS PAYOUTS
_____________________ ________ _________
Securities
Restricted Underlying All Other
Stock Options/ LTIP Compen-
Award(s) SARs Payouts sation
Year ($) <F2> (#) ($) ($) <F3>
____ ________ _______ ________ __________
(Cash and
Stock)

D.E. Gill 1993 $0 157,944 $378,721 $56,619
1992 $0 69,876 $409,034 $71,710
1991 $854,177 83,988 $747,878 $49,339

R.L. Zarrella
1993 $0 70,000 $239,441 $24,337
1992 $0 18,000 $166,375 $23,882
1991 $231,793 20,448 $254,421 $16,937

J.T. Holmes
1993 $0 32,040 $128,786 $16,385
1992 $0 14,160 $139,004 $21,123
1991 $231,793 17,040 $254,421 $14,511

J.E. Kanaley
1993 $0 23,472 $90,770 $13,865
1992 $0 8,640 $97,835 $18,315
1991 $148,553 10,410 $179,081 $11,821

H. O. Johnson
1993 $0 23,472 $90,770 $13,946
1992 $0 8,640 $97,835 $17,334
1991 $178,263 10,410 $179,081 $12,481

<FN>

<F2> All of the restricted stock awards reported in this
column vest annually in one-third increments over a three-
year period. Dividends are paid to the holders of all
restricted stock. At December 31, 1993 the aggregate number
of shares and corresponding value of restricted stock owned
by the named individuals was as follows: Mr. Gill, 6,670
shares valued at $341,838; Mr. Zarrella, 1,810 shares valued
at $92,763; Mr. Holmes, 1,810 shares valued at $92,763; Mr.
Kanaley, 1,160 shares valued at $59,450; and Mr. Johnson,
1,392 shares valued at $71,340.

<F3> The amounts reported in this column for 1993 consist
solely of the company's matching contributions under its
401(k) plan and 401(k) excess plan.

</TABLE>
<TABLE>

OPTION/SAR Grants in Last Fiscal Year

Individual Grants
__________________________________________________________

Number of % of
Securities Total
Underlying Options/SARs
Options/ Granted to Exercise
SARs Employees or Base
Granted In Fiscal Price Expiration
Name (#) <F2> Year <F3> ($/Sh)<F4> Date
____ _______ __________ ________ __________

All
Share-
holders

All
Optionees 1,332,265 100% $46.625 July 26, 2003

Gain to all
optionees
as a percent
of gain to
shareholders

D.E. Gill 157,944 11.86% $46.625 July 26, 2003

Gain to CEO
as a percent
of gain to
shareholders

R.L. Zarrella 70,000 5.25% $46.625 July 26, 2003

J.T. Holmes 32,040 2.40% $46.625 July 26, 2003

J.E. Kanaley 23,472 1.76% $46.625 July 26, 2003

H.O. Johnson 23,472 1.76% $46.625 July 26, 2003

<FN>
<F2> All options granted to the named executives vest
annually in one-fourth increments. All options granted to
the named executives have attached to them limited Stock
Appreciation Rights, which only become exercisable in the
event of a change in control.

<F3> Based on total number of options granted to employees
equal to 1,332,265.

<F4> Fair market value at date of grant.

</TABLE>

<TABLE>

Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for Option Term <F1>

<CAPTION>
_____________________________________________________

0% 5%
Stock Dollar Stock Dollar
Name Price Gain Price<F5> Gain
____ _____ _____ ________ ______

<S> <C> <C> <C> <C>
All
Share-
holders $46.625 $0 $75.95 $1,759,500,000
<F6>

All
Optionees $46,625 $0 $75.95 $39,068,671

Gain to All
Optionees as
a Percent
of Gain to
Shareholders 2.22%

D.E. Gill $46.625 $0 $75.95 $4,631,708

Gain to CEO
as a percent
of gain to
Shareholders 0.26%

R. L. Zarrella $46.625 $0 $75.95 $2,052,750

J. T. Holmes $46.625 $0 $75.95 $939,573

J. E. Kanaley $46.625 $0 $75.95 $688,316

H. O. Johnson $46.625 $0 $75.95 $688,316

<FN>
<F1> There is no assurance that the value realized by an
optionee will be at or near the amount estimated using this
model. These amounts rely on assumed future stock price
movements which cannot be predicted accurately.

<F5> Fair market value of stock at end of actual option
term, assuming annual compounding at the stated value.

<F6> Total dollar gains based on assumed annual rates of
appreciation and calculated on 60,000,000 outstanding
shares.

</TABLE>

<TABLE>

Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for Option Term <F1>

10%
Stock Dollar
Name Price<F5> Gain
____ ________ _______

<S> <C> <C>
All
Share-
holders $120.93 $4,458,300,000
<F6>
All
Optionees $120.93 $98,993,951

Gain to All
Optionees as
a Percent
of Gain to
Shareholders 2.22%

D. E. Gill $120.93 $11,736,029

Gain to CEO
as a percent
gain to
Shareholders 0.26%

R. L. Zarrella $120.93 $5,201,350

J. T. Holmes $120.93 $2,380,732

J. E. Kanaley $120.93 $1,744,087

H. O. Johnson $120.93 $1,744,087

<F5> Fair market value of stock at end of actual option
term, assuming annual compounding at the stated value.

<F6> Total dollar gains based on assumed annual rates of
appreciation and calculated on 60,000,000 outstanding
shares.

</TABLE>

<TABLE>

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values

Shares Acquired Value
Name on Exercise (#) Realized($)<F1>
____ _______________ _______________

<S> <C> <C>
D. E. Gill 3,500 $ 84,219

R. L. Zarrella 7,500 $ 228,926

J. T. Holmes 21,836 $ 703,340

J. E. Kanaley 32,892 $1,064,936

H. O. Johnson 7,576 $ 264,217

<FN>
<F1> Market Value of company's Common Stock at exercise or
year end, minus the exercise price.

</TABLE>

<TABLE>

Aggregated Option/SAR Exercises in Last
Fiscal Year and FY-End Option/SAR Values

Number of
Securities Value of
Underlying Unexercised,
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)

Exercisable/ Exercisable/
Name Unexercisable Unexercisable<F1>
____ _____________ ________________

<S> <C> <C>
D. E. Gill 165,894/232,524 $2,101,461/$1,060,464

R. L. Zarrella 81,312/88,816 $1,657,830/$405,362

J. T. Holmes 50,478/47,160 $ 852,513/$215,110

J. E. Kanaley 63,556/32,702 $1,592,843/$149,430

H. O. Johnson 88,632/32,702 $2,369,842/$149,430

<FN>
<F1> Market value of company's Common Stock at exercise or
year end, minus the exercise price.

</TABLE>

<TABLE>

Long Term Incentive Plan Awards in Last Fiscal Year <F1>

Number of Performance or
Shares, Units Other Period
or Other Until Maturation
Name Rights (#)<F2> of Payout
____ _____________ ________________

<S> <C> <C>
D. E. Gill 4,608 3 years

R. L. Zarrella 3,063 3 years

J. T. Holmes 1,785 3 years

J. E. Kanaley 1,998 3 years

H. O. Johnson 1,998 3 years

<FN>
<F1> Under the Long Term Performance Stock Plan, three-year
performance targets are established each year. At the
beginning of each three-year cycle, each participant is
granted a number of performance units equal to one-half of
the target award. Dividend equivalents are paid on these
units during the performance cycle. The payout at the end
of each cycle is determined based on actual performance, and
generally will be paid one-half in cash and the remainder
through a conversion of the performance units into stock.

<F2> The number of units is equal to the target share
payout. Prior to payout, dividend equivalents are paid on
these units.

</TABLE>

<TABLE>

Long Term Incentive Plan Awards in Last Fiscal Year <F1>

<CAPTION>
Estimated Future Payouts
Under Non-Stock Price Based Plans
_________________________________

Threshold Target Maximum
Name ($ or #) ($ or #) ($ or #)
____ _________ ________ ________

<S> <C> <C> <C> <C>
D. E. Gill cash 0 $237,875 $475,750
shares 2,304 4,608 9,216

R. L. Zarrella cash 0 $158,125 $316,250
shares 1,532 3,063 6,126

J. T. Holmes cash 0 $92,125 $184,250
shares 893 1,785 3,570

J. E. Kanaley cash 0 $103,125 $206,250
shares 999 1,998 3,996

H. O. Johnson cash 0 $103,125 $206,250
shares 999 1,998 3,996

</TABLE>

[Comparison of Five-Year Cumulative Total Shareholder Return
Table]

Graph required by 402(l) of Regulation S-K containing the
date points and data set forth in the chart below.

<TABLE>
Cumulative TSR<F1>
December 1988 through December 1993
<CAPTION>
S&P
Date Bausch & Lomb S&P 500 Health Care
<S> <C> <C> <C>
December 1988 $100.00 $100.00 $100.00
December 1989 152.95 131.59 140.07
December 1990 170.51 127.49 165.62
December 1991 282.98 166.17 262.53
December 1992 270.16 178.81 220.74
December 1993 258.52 196.75 200.63
<F1> Asumes $100 invested on last day of December 1988.
Dividends are reinvestnend quarterly.
</TABLE>

The Standard & Poor's Health Care Composite Group consists
of the following companies:
Abbott Laboratories
Allergan Incorporated
Alza Corporation
American Cyanamid Company
American Home Products Corporation
Amgen Inc.
Bausch & Lomb Incorporated
Baxter International Inc.
Becton Dickinson and Company
Beverly Enterprises, Inc.
Biomet, Inc.
Bristol-Myers Squibb Company
Columbia Healthcare
Community Psychiatric Centers
C. R. Bard, Inc.
Eli Lilly and Company
Imcera Group Inc.
Johnson & Johnson
Manor Care, Inc.
Medtronic, Inc.
Merck & Co., Inc.
National Medical Enterprises, Inc.
Pfizer, Inc.
Schering-Plough Corporation
St. Jude Medical, Inc.
Syntex Corporation
The Upjohn Company
U.S. Surgical Corp.
Warner-Lambert Company
Approval of Management Executive Incentive Plan and
Long Term Performance Stock Plan I

The company's Board of Directors has unanimously approved,
subject to the approval of shareholders at the annual
meeting, a Management Executive Incentive Plan and a Long
Term Performance Stock Plan I ("the Plans") pursuant to
which certain senior officers of the company may be paid
bonus or incentive awards. Participants in these Plans are
not eligible to participate in the company's current
Executive Incentive Compensation Plan or either of its
current Long Term Performance Stock Plans.

The Board of Directors has voted to recommend that
shareholders approve the Plans as a result of the enactment
of Section 162(m) of the Internal Revenue Code. The Plans
must be approved by the company's shareholders in order to
qualify as "performance based" compensation plans for
federal income tax purposes, thereby allowing the company a
full tax deduction for bonuses paid under the Plans.

The affirmative vote of the holders of a majority of all
outstanding shares of Common and Class B voting stock
entitled to vote thereon at the annual meeting of
shareholders will be necessary to approve each of the Plans.
While abstentions and broker non-votes are counted for the
purpose of determining the presence or absence of a quorum,
they are not counted as affirmative or negative votes.

Material Features of Management Executive Incentive Plan

1. The Plan provides incentive compensation to officers
who comprise the company's Management Executive Committee.
The chairman and chief executive officer, president and
chief operating officer, senior vice president - corporate
affairs and secretary, and senior vice president - finance
participate in the Plan, provided they hold such positions
prior to July 1 of the plan year.

2. Under the Plan, the Board's Committee on Management,
which is composed of directors who are not employees of the
company, establishes annual performance measures relating to
sales growth, earnings per share growth, return on equity
and customer service ratings. For each of these measures,
the Committee defines a range of performance, from minimum
to maximum, stated as a numerical rating. A standard
incentive award has been established for each officer
covered by the Plan, ranging from 50% up to 65% of the
respective officer's annual salary. The actual incentive
award will vary from zero to a maximum of 175% of the
standard award as computed on the weighted average
performance results of the performance measures. The
maximum award that the chairman and chief executive officer
could earn under the Plan would be 175% of 65% of his annual
base salary. At current salary levels, the maximum amount
that any participant could receive under the Plan would be
$1,137,500. The Plan may be terminated, modified or amended
by the Committee, but only to the extent authorized or
permitted by law, including Section 162(m) of the Internal
Revenue Code.

New Plan Benefits

The following table sets forth the amounts which would have
been paid if the proposed Management Executive Incentive
Plan had been in effect during 1993, and thus do not
indicate actual awards made to the named individuals.
Actual awards under the Plan would be based on future
performance, and therefore not determinable.

<TABLE>
Management Executive Incentive Plan

<CAPTION>
Name and Position Dollar Value($)
_________________ _______________
<S> <C>
D. E. Gill $680,000
Chairman and
Chief Executive Officer

R. L. Zarrella $285,000
President and
Chief Operating Officer

J. T. Holmes $176,000
Senior Vice President -
Corporate Affairs

Executive Group $1,405,000

</TABLE>

The Board of Directors recommends that shareholders vote FOR
this proposal.

Material Features of Long Term Performance Stock Plan I

1. The Plan is designed to advance the interests of the
company and its shareholders by (i) providing incentives for
those executives who have overall responsibility for the
long term performance of the company; (ii) reinforcing
corporate long term financial goals; (iii) providing
competitive levels of long term compensation for key
executives; and (iv) aligning management and shareholder
interests.

2. The Plan provides incentive compensation to senior
officers who have overall responsibility for the long term
performance of the company, as designated by the Committee
on Management. The number of individuals currently
designated to participate in the Plan is four.

3. Each participant has a standard award equal to 55% of
the midpoint of his or her salary range. Cycles are over a
period of three years, with new three-year goals set each
year by the Committee. The goals for the Plan are based on
the company's return on equity and sales growth over the
three-year period. The minimum payout is 0%; the maximum
payout is 200% of target. The maximum award that a
participant could earn, payable in the fourth year, would be
200% of 55% of the midpoint of his or her salary range if
three-year targets for the award cycle meet the defined
achievement of 200%. The payout is 50% in cash and 50% in
Class B Stock. Assuming current salary ranges and a stock
price of $52.00, the maximum amount any participant would
receive under the Plan would be $490,050 and 9,424 shares of
stock. At the time of payout, each participant would also
receive a cash payment equal to the dividends which would
have been payable on the stock component of their award if
they had held the stock during the cycle. The Plan may be
terminated, modified or amended by the Committee, but only
to the extent authorized or permitted by law, including
Section 162(m) of the Internal Revenue Code.

New Plan Benefits

The following table sets forth the amounts which would have
been paid if the proposed Long Term Performance Stock Plan I
had been in effect during 1993, and thus do not indicate
actual awards made to the named individuals. Actual awards
under the Plan would be based on future performance, and
therefore not determinable.

<TABLE>

Long Term Performance Stock Plan I

<CAPTION>
Dollar Number
Name and Position Value($) of Units
_________________ ________ ________

<S> <C> <C>
D. E. Gill $159,593 4,214 shares
Chairman and
Chief Executive Officer

R. L. Zarrella $100,913 2,664 shares
President and
Chief Operating Officer

J. T. Holmes $54,270 1,433 shares
Senior Vice President -
Corporate Affairs

Executive Group $314,776 8,311 shares

</TABLE>

The Board of Directors recommends that shareholders vote FOR
this proposal.

Defined Benefit Retirement Plans

Under the company's Retirement Benefits Plan, all employees
of the company and of certain subsidiaries who have reached
age 21 and have at least one year of service are
participants. Employees are permitted to make additional
contributions as set forth in the Plan. Monthly benefits
paid under the Plan are based on employee earnings as
defined in the Plan, Social Security Covered Compensation,
and credited years of service at the time of retirement.
Noncontributing employees accrue benefits at the rate of
1.25% of their earnings up to Social Security Covered
Compensation, and contributing employees additionally accrue
a benefit of 1.55% of their earnings over Social Security
Covered Compensation. Benefits vest after five years of
service as defined in the Plan. Benefits for all years
prior to 1991 are based on earnings during the five-year
period 1986 through 1990. Assuming continued employment to
normal retirement age, the estimated annual benefits payable
upon retirement at normal retirement age for each of the
eligible individuals named in the Summary Compensation Table
are as follows: Mr. Gill, who is a noncontributing
participant, $5,166; Messrs. Zarrella, Holmes, Kanaley and
Johnson, who are contributing participants, $61,255,
$66,199, $75,622 and $49,386, respectively.

The company maintains three Supplemental Executive
Retirement Plans ("SERP"), under which key officers may
become eligible for retirement benefits in addition to those
provided under the company's Retirement Benefits Plan. No
officer is eligible to participate in more than one SERP,
and the officers named in the Summary Compensation Table are
participants in either SERP I or SERP II, as described
below. Participants who vest under SERP I or II will
receive annual benefits, payable monthly, in an amount equal
to a percentage of their final average compensation. The
percentage used is a function of age at retirement: 32% at
age 55 (or in the case of SERP I, age 55 or below), and up
to 60% at age 62. A limited retirement benefit also vests
upon the completion of either one or five years of
designated service, depending on the plan, and the plans
provide for the payout of the net present value of all
benefits in the event of a change in control of the company.

Messrs. Gill and Holmes have vested under SERP I, and
Messrs. Zarrella, Kanaley and Johnson have vested under SERP
II. The anticipated benefits payable to eligible
participants are funded through trusts established for these
purposes, and SERP I provides for the reimbursement to
vested participants in that plan of tax liabilities
associated with funding their trusts. The estimated annual
after-tax benefits payable at normal retirement age for
Messrs. Gill and Holmes under SERP I are $728,786 and
$334,079, respectively. The estimated pre-tax benefits
payable at normal retirement age for Messrs. Zarrella,
Kanaley and Johnson under SERP II are $1,451,843, $414,853
and $258,349, respectively.

Related Transactions and Employment Contracts

In connection with Class B shares purchased under the
company's Stock Incentive Plans, the company may loan the
participant an amount equal to the full amount of the
purchase price of those shares, in which case the shares are
deposited with the company as collateral for the loan. The
rate of interest on loans to participants is the lesser of
(i) the applicable federal rates (AFR) announced monthly by
the Internal Revenue Service pursuant to Section 1274(d) of
the Internal Revenue Code of 1986, or (ii) 6% (if made
between July 1, 1975 and June 30, 1981), or 9% (if made
after June 30, 1981). To the extent applicable, the largest
aggregate amount of indebtedness outstanding which exceeded
$60,000 at any time since December 26, 1992 for each of the
individuals named in the preceding compensation tables was
as follows: Mr. Gill, $521,382; Mr. Zarrella, $136,793; Mr.
Holmes, $283,053; Mr. Kanaley, $467,740; Mr. Johnson,
$327,252 and all executive officers and directors as a
group, $3,433,285. As of February 11, 1994, the outstanding
amount of such indebtedness was as follows: Mr. Gill,
$515,971; Mr. Zarrella, $136,793, Mr. Holmes, $280,142; Mr.
Kanaley, $367,781; Mr. Johnson, $243,341; and all executive
officers and directors as a group, $3,433,285.

The company has entered into agreements, for an indefinite
term, with all persons named in the preceding compensation
table. Each agreement provides that, in the event of a
change in control (as defined in the agreements) which is
followed within three years by (i) termination of the
officer's employment, (ii) a downgrading of his position, or
(iii) voluntary termination under circumstances specified in
the agreements, the officer will be entitled to: (a) salary
and pro rata bonus then due; and (b) a lump sum separation
payment equal to three times annual base salary and bonus as
determined under the agreements. Each officer will also be
entitled to a continuation of certain benefits and
perquisites for up to three additional years. These
benefits and perquisites may be reduced by corresponding
benefits or perquisites provided by a subsequent employer
during the period in which they are provided.

Appointment of Independent Accountants

The Board of Directors has unanimously approved and voted to
recommend to shareholders that Price Waterhouse be appointed
as independent accountants of the company for 1994. They
have been independent accountants of the company since 1927.
A representative of Price Waterhouse plans to be present at
the meeting, will have the opportunity to make a statement,
and is expected to be available to respond to questions.

Shareholder Proposals

In order to be eligible for inclusion in the company's proxy
materials for next year's annual meeting of shareholders,
any shareholder proposal (other than the submission of
nominees for directors) must be received by the company at
its principal executive offices not later than the close of
business on November 18, 1994.

Other Matters

The Board of Directors does not intend to present, and has
not been informed that any other person intends to present,
any matters for action at this meeting other than those
specifically referred to in this proxy statement. If any
other matters properly come before the meeting, it is
intended that the holders of the proxies will act in respect
thereof in accordance with their best judgment.

The company has purchased insurance from the Chubb Group
insuring the company against obligations it might incur as a
result of the indemnification of its directors and officers
for certain liabilities they might incur, and insuring such
directors and officers for additional liabilities against
which they may not be indemnified by the company. This
insurance was renewed effective January 30, 1994 for a
period of one year at a cost of $479,395.

The cost of solicitation of proxies will be borne by the
company. In addition to the solicitation of proxies by use
of the mails, some of the officers and regular employees of
the company, without extra remuneration, may solicit proxies
personally or by telephone, telefax or similar transmission.
The company has retained Georgeson & Co. to aid in the
solicitation of proxies for shares held of record by banks,
brokers and other custodians, nominees and fiduciaries. The
company will pay Georgeson & Co. an anticipated fee of
$10,000, plus expenses, for these services, and will also
reimburse such record holders for their expenses in
forwarding proxies and proxy soliciting material to the
beneficial owners of the shares held by them.

According to rules of the Securities and Exchange Commission
(SEC), the information presented in this proxy statement
under the captions "Report of the Committee on Management"
and "Comparison of Five-Year Cumulative Total Shareholder
Return" shall not be deemed to be "soliciting material" or
to be filed with the SEC under the Securities Act of 1933 or
the Securities Exchange Act of 1934, and nothing contained
in any previous filings made by the company under the
aforementioned Acts shall be interpreted as incorporating by
reference the information presented under the specified
captions.

March 21, 1994
EXHIBITS

Exhibit A The Management Executive Incentive Plan

Exhibit B Long Term Performance Stock Plan I

Exhibit C Reservation Card

Exhibit D Proxy Card

EXHIBIT A

THE MANAGEMENT EXECUTIVE INCENTIVE PLAN

1.0 INTRODUCTION

The Management Executive Incentive Plan is established to
provide incentive compensation in the form of a supplement
to the base salaries of the officers who comprise the
Management Executive Committee; to attract and to retain, in
the employ of the Company, individuals of outstanding
ability; and to align the interests of those who hold
positions of major responsibility in the Company with the
interests of the Company's shareholders.

2.0 ELIGIBILITY

The Chairman and Chief Executive Officer, President and
Chief Operating Officer, Senior Vice President Corporate
Affairs and Secretary, and Senior Vice President Finance are
eligible to participate in The Management Executive
Incentive Plan. The participant must be on the payroll in
an eligible position before July 1 of the plan year, to be
eligible for an award. Participants in this Plan will not
be eligible to participate in the Executive Incentive
Compensation Plan.

3.0 DEFINITIONS

3.1 A standard incentive award has been
established for each salary grade or job band for
participants in this Plan and is expressed as a percentage
of period salary (i.e., eligible base salary earnings for
the year). The standard percentages are:

Chairman and Chief Executive Officer - 65
President and Chief Operating Officer - 55
Senior Vice President Corporate
Affairs and Secretary - 50
Senior Vice President Finance - 50

3.2 An approved incentive award is the incentive award
which has been approved by the Committee On Management of
the Board of Directors (the "Committee on Management") to be
paid by the Company to the participant.

Actual incentive award amounts, based upon
organizational performance, can vary from 0% for
unacceptable performance to a range from a minimum of 50% to
a maximum of 175% of standard for acceptable performance.
In any event, an award cannot exceed the maximum.

4.0 MEASURES OF PERFORMANCE

The Committee on Management will set performance measures to
be applied for incentive plan purposes. These performance
measures will determine 100% of the bonus calculation for
participants in this Plan.

4.1 The "Organizational Performance Management
System" (OPMS) has been established to evaluate performance
for the Management Executive Incentive Plan.

The OPMS is based upon specific organizational
objectives, which are established prior to the beginning of
each year by the Committee on Management. These objectives
include the following:

Performance Measures Weightings
<C> <S>
Sales growth 30%
EPS growth 30%
ROE 30%
Aggregate weighted customer 10%
service ratings from each of
the operating divisions

</TABLE>

Performance levels for 5, 4, 3, 2, and 1 ratings are defined
by the Committee on Management prior to the beginning of the
plan year for each goal.

5.0 DEFINITION OF PERFORMANCE

The following "definitions of performance" are to be
utilized for the Plan:

PERFORMANCE
DESIGNATION DEFINITION
<S> <C>

5 (maximum) Extraordinary performance
where the objective was
exceeded by a wide margin.
4 (high standard) Excellent performance
where the objective was
exceeded.
3 (standard) Successful performance
where the objective was
well met.
2 (low standard) Performance fell short of
goal.
1 (minimum) Performance was well below
expectations.

</TABLE>

6.0 PROCEDURE FOR BONUS CALCULATION AND APPROVAL

Each participant's total bonus will be calculated as
follows:

1) The standard award is calculated by multiplying
the participant's period salary by the standard percentage
set forth in Section 3.1.

2) The final organizational rating is determined by
weighting the performance ratings determined under Section 5
in accordance with the percentages in Section 4.1; adding
the four weighted ratings and converting the total
performance ratings to a percentage factor pursuant to
Attachment I, conversion table.

3) The percentage factor is then multiplied times
the standard bonus.

4) There is no award granted if final
organizational rating is below 2.0.

7.0 REMOVAL, TRANSFERS AND TERMINATIONS

Participants whose employment with the Company is terminated
because of retirement, death, or disability:

After the close of the plan year, but prior to the
actual distribution of awards for such year, may be awarded
a full incentive award earned for the plan year. In the
case of death, such payment will be made to a beneficiary.

After the beginning, but prior to the end of the plan
year, may receive an incentive award for that year based on
a prorated calculation reflecting their employment with the
Company within the year and the award earned. Awards will
not be paid for any period less than six months
participation in the plan year.

Participants who leave the company for reasons other than
retirement, death, disability, change in control, or are
terminated prior to the actual payment of award will forfeit
the award for that plan year.

Notwithstanding the foregoing, a special prorated incentive
award shall be paid to participants if, during the period
between the date of a change in control and the next award
date determined pursuant to Section 10:

1) the participant's employment is terminated
involuntarily other than for good cause, or

2) the Plan is terminated.

The amount of the award shall be calculated as a percentage
of period earnings based upon standard performance and
prorated through the date of termination of the participant
or the Plan, as applicable.

A change of control of the Company is defined as follows:

A. The acquisition by any individual, entity or group
(within the meaning of Section 13 (d) (3) or 14 (d) (2) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly
from the Company (excluding an acquisition by virtue of the
exercise of a conversion privilege unless the security being
so converted was itself acquired directly from the Company),
(ii) any acquisition by the Company, (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by
the Company or (iv) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (i), (ii) and (iii) of
paragraph C of this Section 7.0 are satisfied; or

B. Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Board" and, as of
the date hereof, the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a
vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than
the Board; or

C. Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or
consolidation, in each case, unless, following such
reorganization, merger, binding share exchange or
consolidation, (i) more than 60% of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share
exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger,
binding share exchange or consolidation in substantially the
same proportions as their ownership, immediately prior to
such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Stock and
Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such corporation
resulting from such reorganization, merger, binding share
exchange or consolidation and any Person beneficially
owning, immediately prior to such reorganization, merger,
binding share exchange or consolidation, directly or
indirectly, 20% or more of the Outstanding Company Stock or
Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger,
binding share exchange or consolidation or the combined
voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election
of directors and (iii) at least a majority of the members of
the board of directors of the corporation resulting from
such reorganization, merger, binding share exchange or
consolidation were members of the Incumbent Board at the
time of the execution of the initial agreement providing for
such reorganization, merger, binding share exchange or
consolidation; or

D. Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or (ii)
the sale or other disposition of all or substantially all of
the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition,
(a) more than 60% of, respectively, the then outstanding
shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or
other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the same Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may
be, (b) no Person (excluding the Company and any employee
benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or
indirectly, 20% or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case
may be) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and
(c) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement
or action of the Board providing for such sale or other
disposition of assets of the Company.

8.0 ADMINISTRATION OF THE PLAN

The Committee On Management reserves the right to interpret,
amend, modify or terminate the existing program in
accordance with changing conditions, but only to the extent
authorized or permitted by law. The Committee On Management
is responsible for overall administration of the Plan. It
will determine who will receive incentives and the amount of
each incentive. It may also review the standards and
objectives for a particular year. The Committee On
Management may change or terminate the Plan at any time and
no person has any rights with respect to an incentive award
until it has been paid. Notwithstanding the foregoing, the
Committee on Management shall not exercise any discretionary
authority granted to it pursuant to this Section in a way
which would cause the Company to lose the benefit of the
performance based exemption from the $1 million cap on
individual compensation deductions for publicly traded
corporations set forth in IRC Section 162 (m).

No participant eligible to receive any payments shall have
any rights to pledge, assign, or otherwise dispose of unpaid
portion of such payments.

9.0 INCENTIVE AWARD DISTRIBUTION

Incentive awards, when payable, shall be paid in the latter
part of the month of February following the close of the
preceding fiscal year.

Participants may also elect to defer all or part of an
incentive award in accordance with the procedure set forth
in the Company's Deferred Compensation Plan.

<TABLE>

Attachment I

1993 EICP CONVERSION TABLE
MODIFICATION FACTOR FOR DETERMINATION OF STANDARD % BONUS
<CAPTION>

% % % % %
PERF. STANDARD PERF. STANDARD PERF. STANDARD PERF. STANDARD PERF. STANDARD
RATING BONUS RATING BONUS RATING BONUS RATING BONUS RATING BONUS
<S> <C> <C> <C> <C> <C> <C>
5.00 175.0 4.16 143.5 3.32 112.0 2.74 87.0 2.32 66.0
4.96 173.5 4.12 142.0 3.28 110.5 2.72 86.0 2.30 65.0
4.92 172.0 4.08 140.5 3.24 109.0 2.70 85.0 2.28 64.0
4.88 170.5 4.04 139.0 3.20 107.5 2.68 84.0 2.26 63.0
4.84 169.0 4.00 137.5 3.16 106.0 2.66 83.0 2.24 62.0
4.80 167.5 3.96 136.0 3.12 104.5 2.64 82.0 2.22 61.0
4.76 166.0 3.92 134.5 3.08 103.0 2.62 81.0 2.20 60.0
4.72 164.5 3.88 133.0 3.04 101.5 2.60 80.0 2.18 59.0
4.68 163.0 3.84 131.5 3.00 100.0 2.58 79.0 2.16 58.0
4.64 161.5 3.80 130.0 2.98 99.0 2.56 78.0 2.14 57.0
4.60 160.0 3.76 128.5 2.96 98.0 2.54 77.0 2.12 56.0
4.56 158.5 3.72 127.0 2.94 97.0 2.52 76.0 2.10 55.0
4.52 157.0 3.68 125.5 2.92 96.0 2.50 75.0 2.08 54.0
4.48 155.5 3.64 124.0 2.90 95.0 2.48 74.0 2.06 53.0
4.44 154.0 3.60 122.5 2.88 94.0 2.46 73.0 2.04 52.0
4.40 152.5 3.56 121.0 2.86 93.0 2.44 72.0 2.02 51.0
4.36 151.0 3.52 119.5 2.84 92.0 2.42 71.0 2.00 50.0
4.32 149.5 3.48 118.0 2.82 91.0 2.40 70.0
4.28 148.0 3.44 116.5 2.80 90.0 2.38 69.0
4.24 146.5 3.40 115.0 2.78 89.0 2.36 68.0
4.20 145.0 3.36 113.5 2.76 88.0 2.34 67.0

</TABLE>

EXHIBIT B

LONG TERM PERFORMANCE STOCK PLAN - 1

I. PURPOSE

The Long Term Performance Stock Plan - I (the "Plan") is
designed to advance the interests of Bausch & Lomb
Incorporated (the "Company") and its shareholders by (i)
providing incentives for those key executives who have
overall responsibility for the long term performance of the
Company; (ii) reinforcing corporate long term financial
goals; (iii) providing competitive levels of long term
compensation for key executives; and (iv) aligning
management and shareholder interests.

II. ELIGIBILITY

Participation in the Plan is limited to senior officers with
overall responsibility for the long term performance of the
Company. The Committee on Management of the Board of
Directors (the "Committee") will designate executives to
participate in the Plan ("Participants"). Participants in
this Plan are not eligible to participate in the Company's
other Long Term Performance Stock Plans.

III. AWARD CYCLES

Award cycles ("Award Cycles") will be measured over three
year periods, with the performance award, if any, for each
Award Cycle to be paid early in the fourth year. There will
be a series of overlapping Award cycles with a new Award
Cycle starting and an old Award Cycle finishing each year.

IV. PERFORMANCE GOALS

The Committee, after consultation with management, will
establish performance goals for each Award Cycle, ensuring
that the goals are equitable and compatible with the
Company's major business objectives. The performance goals
for each Award Cycle will be based upon a matrix of sales
growth and return on equity ("ROE") for the Company.

V. AWARDS

If the performance goals of the Company are achieved for an
Award Cycle, Participants in the Plan will be eligible for
awards which are calculated using an adjusted salary mid-
point equal to the Participant's salary midpoint in effect
in the first year of the Award Cycle multiplied times 110%
("Adjusted Salary Midpoint"). The Adjusted Salary Midpoint
is then multiplied by 50% to calculate the standard award
("Standard Award") for each salary grade. If a
Participant's salary grade changes in the course of an Award
Cycle, the Participant's Standard Award will be adjusted
using the Adjusted Salary Midpoint for the new grade level
which was in effect during the first year of that Award
Cycle.

Depending upon the level of performance achieved by the
Company, the amount of a Participant's actual award will
range from 0% to 200% of the Standard Award (the "Award").
Awards paid pursuant to this Plan will consist of cash and
Bausch & Lomb Class B Stock granted pursuant to the 1990
Stock Incentive Plan or any successor plan (the "Stock
Plan").

VI. PERFORMANCE UNITS

At the December meeting of the Committee prior to the
commencement of the Award Cycle, each Participant will
receive performance units ("Performance Units") equal to the
number of shares of Class B Stock which, as of the date of
such meeting of the Committee, have an aggregate fair market
value (as determined under the Stock Plan) equal to 50% of
each Participant's Standard Award. During the Award Cycle,
the Company will accrue quarterly dividends on each
Participant's Units equal to the dividends which would be
payable on a like number of shares of Class B Stock. At the
time of a payout pursuant to Section VII, the Participant
will receive a cash payment equal to the dividends which
would have been payable on the shares of Class B Stock
included in the Award (if any) if such shares had been held
by the Participant during the cycle. If a Participant's
Standard Award calculation changes because of a salary grade
change in the course of an Award Cycle, the number of
Performance Units will be adjusted accordingly.

VII. PAYOUTS

At the end of each Award Cycle, the Standard Award will be
adjusted by the Committee to reflect sales growth and ROE
performance on the applicable payout matrix to determine the
amount of the Award payable to each Participant. One half
of that amount shall be paid in cash. The Participant will
also receive shares of Class B Stock (pursuant to the Stock
Plan) equal to the number of Performance Units granted to
the Participant; provided, however, that if the Award is
based upon a percentage which is more than or less than 100%
of the Standard Award, the number of shares of Class B Stock
to be granted will be adjusted up or down by a like
percentage. There will be no adjustments in the number of
shares of Class B Stock for fluctuations up or down in the
fair market value of Class B Stock from the date of grant of
Performance Units at the beginning of the Award Cycle to the
date of grant of the Class B Stock, if any, after the Award
Cycle.

Whether or not an Award is paid for an Award Cycle, all
Performance Units granted hereunder for an Award Cycle shall
expire at the end of the Award Cycle, and Participants shall
have no further rights with respect to such Units, except to
the extent that their performance entitles them to an Award.
Performance Units shall not give Participants any rights
under the Stock Plan maintained by the Company.

VIII. DEFERRAL

Any or all of the cash portion of an Award may be deferred,
at the option of the Participant, into the Company's
Deferred Compensation Plan. Notice of such a deferral must
be given to the Company at least 18 months prior to the end
of each Award Cycle for which deferral is requested.

IX. TERMINATION OF EMPLOYMENT

If the Participant's employment with the Company terminates
before the end of any Award Cycle due to death, disability,
or retirement, the Participant or his/her beneficiary is
entitled to a pro rata share of any Award earned and paid at
the end of the Award Cycle. If the Participant's employment
with the Company terminates before the end of any Award
Cycle for any other reason, the Participant's Performance
Units shall be forfeited and the Participant shall not be
entitled to any Award hereunder.

X. ADMINISTRATION OF THE PLAN

The Committee is responsible for the overall administration
of the Plan. The Committee will, by formal resolution: 1)
establish the Performance Goals for the Award Cycle before
the beginning of each Award Cycle; and 2) administer the
Plan in all respects to carry out its purposes and
objectives including, but not limited to, responding to
changes in tax laws, regulations or rulings, changes in
accounting principles or practices, mergers, acquisitions or
divestitures, major technical innovations, or extraordinary,
non-recurring, or unusual items, to preserve the integrity
of the Plan's objectives. The Committee reserves the right,
in its discretion, to pay any Awards hereunder entirely in
cash. The Committee further reserves the right to
interpret, amend, modify or terminate the Plan, but only to
the extent authorized or permitted by law. The effective
date of each Award Cycle is January 1 of the first year of
the performance period. Notwithstanding the foregoing, the
Committee shall not exercise any discretionary authority
granted to it pursuant to this Section in a way which would
cause the Company to lose the benefit of the performance
based exemption from the $1 million cap on individual
compensation deductions for publicly traded corporations set
forth in IRC Section 162 (m).

XI. RECAPITALIZATION

In the event there is any recapitalization in the form of a
stock dividend, distribution, split, subdivision or
combination of shares of common stock of the Company,
resulting in an increase or decrease in the number of common
shares outstanding, the number of Performance Units then
granted under the Plan shall be increased or decreased
proportionately, as the case may be.

XII. REORGANIZATION

If, pursuant to any reorganization, sale or exchange of
assets, consolidation or merger, outstanding Class B Stock
is or would be exchanged for other securities of the Company
or of another company which is a party to such transaction,
or for property, any grant of Performance Units under the
Plan theretofore granted shall, subject to the provisions of
this Plan for making Awards, apply to the securities or
property into which the Class B Stock covered thereby would
have been changed or for which such Class B Stock would have
been exchanged had such Class B Stock been outstanding at
the time.

<TABLE>

CYCLE XI

PAYOUTS AS PERCENTS OF STANDARD

3-YEAR
CUMULATIVE THREE-YEAR ROE AVG.
(EXCL. CTA)
SALES
GROWTH RATE 17.0% 17.5% 18.0% 18.5% 19.0% 19.5%
20.0% 20.5% 21.0% 21.5% 22.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

6% 17% 26% 34% 43% 51% 60% 68% 76% 84% 92% 100%

7% 21 30 40 50 60 70 78 87 95 104 112

8% 25 36 47 58 69 80 89 98 107 116 125

9% 29 42 54 66 78 90 99 109 118 128 137

10% 33 46 60 73 87 100 110 120 130 140 150

11% 37 50 65 80 95 110 120 131 141 152 162

12% 41 56 72 88 104 120 131 142 153 164 175

13% 45 62 79 96 113 130 141 153 164 176 187

14% 50 68 86 104 122 140 152 164 176 188 200

</TABLE>

EXHIBIT C

ANNUAL MEETING RESERVATION

Tuesday, April 26, 1994
10:30 a.m. Eastern Daylight Time
Hyatt Regency, Grand Ballroom
125 East Main Street, Rochester, New York

If you plan to attend the meeting, please fill out and
return this form with your executed proxy. An
identification card will be waiting for you at the
registration desk on the day of the meeting.

NAME:
please print

ADDRESS:

CITY:

STATE

ZIP

EXHIBIT D

BAUSCH & LOMB INCORPORATED
PROXY CARD

The undersigned hereby appoints D. E. Gill, J. T. Holmes and
S. A. Hellrung, or any one or more of them, with full power
of substitution, attorneys and proxies to represent the
undersigned at the annual meeting of shareholders of the
Company to be held on April 2, 1994 and at any adjournment
thereof, with all the power which the undersigned would
possess if personally present, and to vote, as specified on
the reverse side, all shares of stock which the undersigned
may be entitled to vote at said meeting.

/ X / Please mark votes as in this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF DIRECTORS, "FOR" THE APPROVAL OF A MANAGEMENT EXECUTIVE
INCENTIVE PLAN, "FOR" THE APPROVAL OF A LONG TERM
PERFORMANCE STOCK PLAN I AND "FOR" THE RATIFICATION OF PRICE
WATERHOUSE AS INDEPENDENT ACCOUNTANTS.

1. ELECTION OF DIRECTORS:

Nominees: FRANKLIN E. AGNEW, DANIEL E. GILL, RUTH R.
MCMULLIN, LINDA JOHNSON RICE, ROBERT L. TARNOW

/_ / FOR

/_ / WITHHELD

/_ / _______________________________________
For all nominees except as noted above.

2. Approval of the Management Executive Incentive Plan.

/_ / FOR
/_ / AGAINST
/_ / ABSTAIN

3. Approval of the Long Term Performance Stock Plan I.

/_ / FOR
/_ / AGAINST
/_ / ABSTAIN

4. Ratification of Price Waterhouse as independent
accountants for 1994.

/_ / FOR
/_ / AGAINST
/_ / ABSTAIN

5. In accordance with their judgment in connection with the
transaction of such other business, if any, as may properly
come before the meeting.

Mark here for address change and note at left /_ /

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF
DIRECTORS. PLEASE DATE, SIGN AND RETURN IN THE ENCLOSED
ENVELOPE. IF NOT OTHERWISE MARKED, THE SHARES REPRESENTED
BY THIS PROXY SHALL BE VOTED FOR MATTERS 1, 2, 3 AND 4.

Signature:
Date:

NAME OF SHAREHOLDER SHOULD BE SIGNED EXACTLY AS IT APPEARS
ON THIS PROXY.