BIO RAD LABORATORIES INC
10-Q, 1999-05-14
LABORATORY ANALYTICAL INSTRUMENTS
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   <PAGE>
                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               Form 10-Q

   X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

   For the quarterly period ended March 31, 1999.

                                   OR

   __  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

   For the transition period from ____________  to  ____________.

                       Commission file number 1-7928

                         BIO-RAD LABORATORIES, INC.
         (Exact name of registrant as specified in its charter)

       A Delaware Corporation                       94-1381833
   (State or other jurisdiction                    (I.R.S. Employer
    of incorporation)                              Identification No.)

       1000 Alfred Nobel Drive, Hercules, California 94547
   (Address of principal executive offices)       (Zip Code)

   Registrant's telephone number, including area code   (510) 724-7000


   Indicate  by  check whether  the  registrant  (1) has  filed  all
   reports  required  to be  filed by  Section  13 or  15(d)  of the
   Securities Exchange Act of 1934 during the preceding 12 months (or
   for  such shorter period that the registrant was required to file
   such  reports),  and   (2)  has  been  subject   to  such  filing
   requirements for the past 90 days.  Yes  X   No ___

   Indicate the number of shares outstanding of each of the issuer's
   classes of common stock, as of the latest practicable date--

              <TABLE>
              <CAPTION>
                                                   Shares Outstanding
              Title of each Class                  at April 30, 1999
              <S>                                  <C>
              Class A Common Stock,
               Par Value $1.00 per share           9,974,862

              Class B Common Stock,
               Par Value $1.00 per share           2,487,716

              </TABLE>

   <PAGE>


   PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements.




                             BIO-RAD LABORATORIES, INC.

                      Condensed Consolidated Statements of Income
                        (In thousands, except per share data)
                                     (Unaudited)
   <TABLE>
   <CAPTION>
                                                     Three Months Ended
                                                           March 31,
                                                       1999      1998
   <S>                                               <C>       <C>

   NET SALES . . . . . . . . . . . . . . . . . .     $125,738  $116,174

   Cost of goods sold  . . . . . . . . . . . . .       55,556    52,098

   GROSS PROFIT  . . . . . . . . . . . . . . . .       70,182    64,076

   Selling, general and administrative expense .       43,017    41,057

   Product research and development expense  . .       10,534     9,912

   INCOME FROM OPERATIONS  . . . . . . . . . . .       16,631    13,107

   Interest expense  . . . . . . . . . . . . . .         (896)     (785)

   Investment income, net  . . . . . . . . . . .           74       774

   Other, net  . . . . . . . . . . . . . . . . .         (680)     (736)

   INCOME BEFORE TAXES . . . . . . . . . . . . .       15,129    12,360

   Provision for income taxes  . . . . . . . . .        4,327     3,584

   NET INCOME  . . . . . . . . . . . . . . . . .     $ 10,802  $  8,776
                                                     ========  ========

   Basic earnings per share:
        Net income . . . . . . . . . . . . . . .        $0.89     $0.72
                                                     ========  ========
        Weighted average common shares . . . . .       12,108    12,211
                                                     ========  ========
   Diluted earnings per share:
        Net income . . . . . . . . . . . . . . .        $0.89     $0.71
                                                     ========  ========
        Weighted average common shares                 12,123    12,325
                                                     ========  ========
   </TABLE>



   The accompanying notes are an integral part of these statements.

                                   1

   <PAGE>


                              BIO-RAD LABORATORIES, INC.
                         Condensed Consolidated Balance Sheets
                           (In thousands, except share data)
   <TABLE>
   <CAPTION>
                                                                March 31,     December 31,
                                                                   1999           1998
                                                               (Unaudited)
   <S>                                                           <C>            <C>
   ASSETS:
   Cash and cash equivalents  . . . . . . . . . . . . . .        $  8,036       $ 10,081
   Accounts receivable  . . . . . . . . . . . . . . . . .         110,360        106,010
   Inventories  . . . . . . . . . . . . . . . . . . . . .          91,713         92,411
   Prepaid expenses, taxes and other current assets . . .          26,769         26,887
      Total current assets  . . . . . . . . . . . . . . .         236,878        235,389

   Net property, plant and equipment  . . . . . . . . . .          81,625         82,130
   Marketable securities  . . . . . . . . . . . . . . . .           5,968          6,174
   Other assets . . . . . . . . . . . . . . . . . . . . .          45,154         43,606

        Total assets  . . . . . . . . . . . . . . . . . .        $369,625       $367,299
                                                                 ========       ========
   LIABILITIES AND STOCKHOLDERS' EQUITY:
   Notes payable and current maturities of long-term debt        $  5,851       $  9,393
   Accounts payable . . . . . . . . . . . . . . . . . . .          25,676         26,706
   Accrued payroll and employee benefits  . . . . . . . .          23,099         27,351
   Sales, income and other taxes payable  . . . . . . . .           7,712          6,396
   Other current liabilities  . . . . . . . . . . . . . .          27,566         27,398
      Total current liabilities . . . . . . . . . . . . .          89,904         97,244

   Long-term debt, net of current maturities  . . . . . .          45,283         42,339
   Deferred tax liabilities . . . . . . . . . . . . . . .          13,547         13,382

      Total liabilities . . . . . . . . . . . . . . . . .         148,734        152,965

   STOCKHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 2,300,000 shares
     authorized; none outstanding . . . . . . . . . . . .              --             --
   Class A common stock, $1.00 par value, 15,000,000 shares
     authorized; outstanding - 9,974,129 at March 31, 1999
     and 9,973,679 at December 31, 1998 . . . . . . . . .           9,974          9,974
   Class B common stock, $1.00 par value, 6,000,000 shares
     authorized; outstanding - 2,488,449 at March 31, 1999
     and 2,452,899 at December 31, 1998 . . . . . . . . .           2,489          2,453
   Additional paid-in capital . . . . . . . . . . . . . .          18,779         18,523
   Class A treasury stock, 381,998 shares at March 31, 1999
     and 306,368 shares at December 31, 1998 at cost  . .          (8,417)        (7,047)
   Retained earnings  . . . . . . . . . . . . . . . . . .         200,225        189,838
   Accumulated other comprehensive income:
     Currency translation . . . . . . . . . . . . . . . .          (2,234)            92
     Net unrealized holding gain on marketable securities              75            501

      Total stockholders' equity  . . . . . . . . . . . .         220,891        214,334


         Total liabilities and stockholders' equity . . .        $369,625       $367,299
                                                                 ========       ========
   </TABLE>


 The accompanying notes are an integral part of these statements.

                                   2

   <PAGE>

                                   BIO-RAD LABORATORIES, INC.
                         Condensed Consolidated Statements of Cash Flows
                                         (In thousands)
                                           (Unaudited)
   <TABLE>
   <CAPTION>

                                                                          Three  Months Ended
                                                                              March 31,

                                                                           1999         1998
   <S>                                                                  <C>         <C>
   Cash flows from operating activities:
        Cash received from customers . . . . . . . . . . . . .          $115,236    $108,476
        Cash paid to suppliers and employees . . . . . . . . .          (108,512)   (106,699)
        Interest paid. . . . . . . . . . . . . . . . . . . . .              (914)       (697)
        Income tax payments  . . . . . . . . . . . . . . . . .            (2,776)     (1,031)
        Miscellaneous payments . . . . . . . . . . . . . . . .            (1,629)       (137)

        Net cash provided by (used in) operating activities. .             1,405         (88)

   Cash flows from investing activities:
        Capital expenditures, net. . . . . . . . . . . . . . .            (4,608)     (4,228)
        Purchases of marketable securities and investments . .              (632)     (4,047)
        Sales of marketable securities and investments . . . .               222       2,172
        Foreign currency hedges, net . . . . . . . . . . . . .             1,806         486

        Net cash used in investing activities. . . . . . . . .            (3,212)     (5,617)

   Cash flows from financing activities:
         Net borrowings under line-of-credit arrangements. . .            (3,096)      1,065
         Long-term borrowings. . . . . . . . . . . . . . . . .            19,051      28,760
         Payments on long-term debt. . . . . . . . . . . . . .           (16,146)    (22,914)
         Proceeds from issuance of common stock. . . . . . . .               292          --
         Treasury stock activity, net. . . . . . . . . . . . .            (1,785)        385

         Net cash provided by (used in) financing activities .            (1,684)      7,296

   Effect of exchange rate changes on cash . . . . . . . . . .             1,446         192

   Net increase (decrease) in cash and cash equivalents. . . .            (2,045)      1,783

   Cash and cash equivalents at beginning of period. . . . . .            10,081      10,843

   Cash and cash equivalents at end of period. . . . . . . . .          $  8,036    $ 12,626
                                                                        ========    ========

   Reconciliation of net income to net cash provided by operating activities:
     Net income  . . . . . . . . . . . . . . . . . . . . . . .          $ 10,802    $  8,776
     Adjustments to reconcile net income to net cash
        provided by operating activities:
          Depreciation and amortization. . . . . . . . . . . .             5,225       5,131
          Foreign currency hedge transactions, net . . . . . .            (1,806)       (486)
          Gains on dispositions of marketable securities . . .               (52)       (743)
          Increase in accounts receivable. . . . . . . . . . .            (8,129)     (6,806)
          Increase in inventories. . . . . . . . . . . . . . .              (756)     (2,867)
          Increase in other current assets . . . . . . . . . .              (724)       (616)
          Decrease in accounts payable and
            other current liabilities  . . . . . . . . . . . .            (2,719)     (5,382)
          Increase in income taxes payable . . . . . . . . . .               931       2,605
          Other. . . . . . . . . . . . . . . . . . . . . . . .            (1,367)        300

   Net cash provided by (used in) operating activities . . . .          $  1,405    $    (88)
                                                                        ========    ========
   </TABLE>

   The accompanying notes are an integral part of these statements.

                                   3

   <PAGE>

                       BIO-RAD LABORATORIES, INC.

          Notes to Condensed Consolidated Financial Statements
                              (Unaudited)

   1. BASIS OF PRESENTATION

   The accompanying unaudited condensed consolidated financial
   statements of Bio-Rad Laboratories, Inc. ("Bio-Rad" or the
   "Company"), reflect all adjustments which are, in the opinion of
   management, necessary to a fair statement of the results of the
   interim periods presented.  All such adjustments are of a normal
   recurring nature.  The condensed consolidated financial
   statements should be read in conjunction with the notes to
   consolidated financial statements contained in the Company's
   Annual Report for the year ended December 31, 1998 (the Company's
   1998 Annual Report).  Certain amounts in the financial statements
   of the prior year have been reclassified to be consistent with
   the 1999 presentation.

   2. INVENTORIES
   <TABLE>
   The principal components of inventories are as follows:
   <CAPTION>
                                          March 31,     December 31,
                                            1999           1998
                                              (in thousands)
   <S>                                    <C>            <C>
   Raw materials                          $ 27,611       $ 26,038
   Work in process                          22,435         21,614
   Finished goods                           41,667         44,759

                                          $ 91,713       $ 92,411
                                          ========       ========
   </TABLE>

   3. PROPERTY, PLANT AND EQUIPMENT
   <TABLE>
   The principal components of property, plant and equipment are as
   follows:
   <CAPTION>
                                          March 31,     December 31,
                                             1999           1998
                                               (in thousands)
   <S>                                    <C>            <C>
   Land and improvements                  $  8,057       $  8,057
   Buildings and leasehold
     improvements                           56,518         56,280
   Equipment                               134,546        133,838
                                           199,121        198,175

   Accumulated depreciation               (117,496)      (116,045)

   Net property, plant and equipment      $ 81,625       $ 82,130
                                          ========       ========

   </TABLE>

                                   4

   <PAGE>

   4.   EARNINGS PER SHARE

   Weighted average shares used for diluted earnings per share
   include the dilutive effect of outstanding stock options of
   15,000 and 114,000 shares, for the year-to-date periods ended
   March 31, 1999 and 1998, respectively.

   Options to purchase 409,000 and 265,000 shares of common stock
   were outstanding during 1999 and 1998, respectively, but were
   excluded from the computation of diluted earnings per share
   because the exercise price of the options was greater than the
   average market price of the common shares.  The options were
   still outstanding at March 31, 1999.

   5.   COMPREHENSIVE INCOME
   <TABLE>
   The components of the Company's total comprehensive income were:
   <CAPTION>
                                         Three Months Ended
                                              March 31,
                                         1999        1998
                                           (in thousands)
   <S>                                 <C>          <C>
   Net Income                          $10,802      $ 8,776
   Currency translation adjustments     (2,326)        (356)
   Net unrealized holding
    gains (losses)                        (389)       2,420
   Reclassification adjustments for
    gains included in net income           (37)        (528)

   Total comprehensive income          $ 8,050      $10,312
                                       =======      =======

   </TABLE>

   6.   SEGMENT INFORMATION
   <TABLE>
   Information regarding industry segments for the three months
   ended March 31, 1999 and 1998 is as follows (in thousands):
   <CAPTION>
                                 Life       Clinical     Analytical
                                Science    Diagnostics   Instruments
   <S>                   <C>     <C>        <C>           <C>
   Segment net sales     1999    $60,204    $48,016       $18,304
                         1998     54,762     42,902        19,295

   Segment profit        1999    $ 6,847    $ 9,078       $   904
                         1998      6,544      5,071           739

   </TABLE>

                                   5

   <PAGE>

   <TABLE>
   Inter-segment sales are primarily between Life Science and
   Clinical Diagnostics and are priced to give Life Science a
   representative gross margin.  The following reconciles total
   segment profit to consolidated income before taxes:
   <CAPTION>
                                         Three Months Ended
                                             March 31,
                                        1999         1998
                                          (in thousands)
   <S>                                <C>          <C>
   Total segment profit               $16,829      $12,354
   Gross profit on inter-segment sales   (406)        (370)
   Net corporate operating, interest
    and other expense not allocated
    to segments                        (1,368)        (398)
   Investment income, net                  74          774

   Consolidated income before taxes   $15,129      $12,360
                                      =======      =======

   </TABLE>

                                   6

   <PAGE>

   Item 2.   Management's  Discussion and Analysis of Results of
             Operations and Financial Condition.


   This  discussion   should  be   read  in  conjunction   with  the
   information contained  both in this  report and in  the Company's
   Consolidated Financial Statements for the year ended December 31,
   1998.

   <TABLE>
   The following table shows operating income and expense items as a
   percentage of net sales:
   <CAPTION>
                                Three Months Ended   Year Ended
                                     March 31,      December 31,
                                  1999      1998        1998
   <S>                           <C>       <C>          <C>
   Net sales                     100.0     100.0        100.0
    Cost of goods sold            44.2      44.8         45.8
   Gross profit                   55.8      55.2         54.2

   Selling, general and
    administrative                34.2      35.4         37.8

   Product research and
    development                    8.4       8.5          9.4

   Income from operations         13.2      11.3          7.0
                                 =====     =====        =====

   Net income                      8.6       7.6          5.5
                                 =====     =====        =====

</TABLE>

             Three Months Ended March 31, 1999 Compared to
                   Three Months Ended March 31, 1998

   Corporate Results - Sales, Margins and Expenses

   Net sales (sales) in the first quarter of 1999 reached a record
   $125.7 million compared to $116.2 million in the first quarter of
   1998.  Sales increased 12% in Clinical Diagnostics and 10% in
   Life Science when compared to the first quarter of 1998.  The
   growth in Clinical Diagnostics is attributed, in large part, to
   clinical controls.  Life Science experienced growth in all of its
   product units.  Sales for the Analytical Instruments segment
   declined 5% in the first quarter of 1999 when compared to the
   prior year.  The decline is attributed to the slowdown in the
   markets served by the Analytical Instruments segment, especially
   the semiconductor industry.

   Consolidated gross margins were 55.8% for the first quarter of
   1999 compared to 55.2% for the first quarter of 1998 and 54.2%

                                   7

   <PAGE>

   for all of 1998.  Gross margins improved in Clinical Diagnostics,
   declined in Life Science and were virtually unchanged in
   Analytical Instruments.  The improvements in Clinical Diagnostics
   gross margin is attributed to a strong European currency
   improving the U.S. dollar value of sales in Europe and favorable
   manufacturing variances.  The decline in Life Science gross
   margin is attributed to increased manufacturing costs.

   Selling, general and administrative expense (SG&A) decreased to
   34.2% of sales in the first quarter of 1999 from 35.4% of sales
   in the comparable period of 1998.  Both Analytical Instruments
   and Clinical Diagnostics reduced SG&A spending in the first
   quarter of 1999 when compared to 1998.  Life Science increased
   SG&A spending but at a rate far less than sales growth.

   Product research and development expense (R&D) increased 6% from
   the first quarter of 1998.  Compared to the first quarter of
   1998, both Clinical Diagnostics and Life Science increased R&D
   spending.  Cost control in Analytical Instruments reduced R&D
   spending in this segment.  As part of the Company's continuing
   commitment to long-term growth, the Clinical Diagnostics segment
   has purchased intellectual and other property rights for diabetic
   testing, hemochromatosis and neonatal testing.

   Corporate Results - Non-Operating Items

   Interest expense and borrowings have remained relatively constant
   since the first quarter of 1998.  Investment income in both years
   includes gains on sales of marketable securities, however, as
   planned, investment activity in 1999 has decreased since the size
   of the marketable securities portfolio was reduced in 1998.  Net
   other income and expense in both years includes net goodwill
   amortization and non-operating legal costs.

   The Company's effective tax rate was 29% for the first quarter of
   both 1999 and 1998.  The tax rate for both years reflects the
   utilization of loss carryforwards, foreign sales corporation
   benefits and foreign tax credits.  These benefits are not
   expected to continue indefinitely.  However, for 1999 and 2000,
   the rate should remain at existing levels.

   Financial Condition

   At March 31, 1999, the Company had available $8.0 million in cash
   and cash equivalents, $55.0 million under its principal revolving
   credit agreement and marketable securities with a market value of
   $6.0 million, a majority of which could be readily converted to
   cash.  Operating activities and cash on hand provided the Company
   with the cash flow necessary to support investing and financing
   activities.

                                   8

   <PAGE>

   At March 31, 1999, consolidated accounts receivable increased by
   $4.4 million from December 31, 1998.  The increase is a result of
   increased sales in the first quarter of 1999 when compared to the
   fourth quarter of 1998.

   At March 31, 1999, consolidated net inventories were $0.7 million
   lower than at December 31, 1998.  Both Analytical Instruments and
   Life Science decreased inventory from year-end.  As expected,
   inventory increased in the Clinical Diagnostics segment.
   Inventory for the Clinical Diagnostics controls business, a
   growth area for the Company, has long lead times on a large
   infrequent batch production to meet customers requirements.
   Management continues to monitor inventory levels and regularly
   reviews the impact of obsolescence in current inventory caused by
   the introduction of new products.

   Net capital expenditures totaled $4.6 million in the first
   quarter of 1999 compared to $4.2 million in the first quarter of
   1998.  Capital expenditures are expected to increase
   substantially in 1999 when compared to the past three years.  A
   final decision has not yet been reached regarding the potential
   relocation of the Life Science segment's northern California
   distribution and manufacturing facility.  If approved, the
   capital commitment to this project could be approximately $25
   million over two years.

   The Company has received several offers to sell its owned
   facility located in Cambridge, Massachusetts.  The facility
   currently houses a portion of the manufacturing and distribution
   for the Analytical Instruments segment which will require
   relocation if the building is ultimately sold.

   The Board of Directors has authorized the Company to repurchase
   up to $18 million of common stock over an indefinite period of
   time.  From July 1996 through April 1999, the Company has
   repurchased 567,786 shares of Class A common stock and 30,000
   shares of Class B common stock for a total of $14.1 million.  The
   repurchase is designed to improve shareholder value and to
   satisfy the Company's obligations under the employee stock
   purchase and stock option plans.  Under certain conditions the
   Company would consider using treasury stock in conjunction with
   an acquisition of assets or technology.

   Available funds, cash flow from operations and the potential
   facility sale are adequate to meet the Company's objectives for
   operations, research and development and modest external growth.
   Bio-Rad continues to regularly review acquisition opportunities,
   including, from time-to-time, some that would have a material
   impact on liquidity and financial condition.

                                   9

   <PAGE>

   Euro - A New European Currency

   On January 1, 1999, certain member countries of the European
   Union began to fix the conversion rates between their national
   currencies and a common currency, the "Euro."   Over the period
   January 1, 1999 through January 1, 2002 participating countries
   will gradually transition from their national currencies to the
   Euro.

   This transition will have business implications including the
   need to adjust internal systems to accommodate the Euro and
   cross-border price transparency.  A group of Corporate and
   European managers have been assigned the task of preparing and
   accommodating the changes required to continue to do business in
   the European Union.  The Company does not presently expect that
   the efforts involved will have a material impact on operations,
   financial position or liquidity.  There will be increased
   competitive pressures, and marketing strategies will need to be
   continuously evaluated until the transition is complete.  As a
   result of competitive forces and emerging government regulations,
   the Company cannot guarantee that all problems will be foreseen
   and remediated, and that no material disruption will occur.

   Year 2000

   The Year 2000 issue is the result of computer programs being
   written using two rather than four digits to define the date.
   Failure to recognize "00" as the year 2000 could result in a
   temporary inability to conduct normal business activities.

   Bio-Rad currently operates in a decentralized processing
   environment.  The Company, with the assistance of outside
   consultants and contractors, is well underway with phased
   identification, remediation, replacement, validation and
   notification processes to minimize the potential disruption to
   business from information technology and non-information
   technology systems.  The project start-up, inventory and
   assessment phases are generally complete.  For each location
   remediations or scheduled replacements will be completed prior to
   the Year 2000 deadline.

   Bio-Rad's manufactured products have also been undergoing
   assessment for Year 2000 readiness.  Customers and investors can
   review the Year 2000 readiness status of the Company's products
   on its web site, http://www.bio-rad.com.

   The Company has identified significant suppliers and is
   requesting information from them regarding the Year 2000
   readiness of their products or services.  The Company has not yet
   received enough responses to ascertain that a material adverse
   impact can be avoided.  It is not possible at this time to value

                                   10

   <PAGE>

   the amount of business that might be lost as a result of Bio-Rad's
   business partners' failure to deliver products and services after
   December 31, 1999.  Additionally, global infrastructure comprised
   of banking, transportation, communication, power generation and
   ordinary and necessary governmental activities are critical to the
   Company's operations.  Should any of these suppliers not be fully
   functional after 1999 the negative impact to the Company would be
   significant and material.

   The expenditures required in 1998 and 1999 to replace and
   remediate Year 2000 non-compliant Bio-Rad information technology
   systems, including equipment, is estimated at $8 million and
   primarily deals with distribution system capabilities worldwide.
   Approximately three-fourths of these costs have been incurred to
   date.  Hardware and software purchased and installed in
   connection with these projects will provide both Year 2000
   readiness and significant additional functionality.
   Manufacturing systems have been remediated at a cost that is not
   material to Bio-Rad overall; these costs were included in
   operating results in 1997 and 1998.  While some systems
   enhancements or modifications have been delayed to allow for the
   more significant Year 2000 remediation to be completed, weighing
   both cost and benefit, Bio-Rad management believes its response
   is prudent.

   The Company as of this date has not identified the "most likely
   worst case Year 2000 scenario."  That scenario will be largely
   dependent on the Company's significant worldwide suppliers and
   its assessment of preparedness of the global infrastructure,
   including multiple national governments.  During the remainder of
   1999 the Company will formulate and review contingency plans
   based on the aforementioned significant supplier responses and
   global infrastructure preparedness.

   New Financial Accounting Standards

   In June 1998, the Financial Accounting Standards Board (FASB)
   issued Statement of Financial Accounting Standards (SFAS) No.
   133, "Accounting for Derivative Instruments and Hedging
   Activities" effective for fiscal years beginning after June 15,
   1999, with early adoption permitted.  This statement establishes
   accounting and reporting standards requiring companies to record
   all derivatives on the balance sheet as either assets or
   liabilities and measure those instruments at fair value.  The
   manner in which companies are to record gains or losses resulting
   from changes in the values of those derivatives depends on the
   use of the derivative and whether it qualifies for hedge
   accounting.  The impact of SFAS No. 133 on the Company's
   financial statements will depend on a variety of factors,
   including future interpretive guidance from the FASB, the future
   level of forecasted and actual foreign currency transactions, the
   extent of the Company's hedging activities, the types of hedging

                                   11

   <PAGE>

   instruments used and the effectiveness of such instruments.
   However, the Company does not expect the effect of adopting SFAS
   No. 133 to have a material effect on its financial statements.

   Forward Looking Statements

   Other than statements of historical fact, statements made in this
   report include forward looking statements, such as statements
   with respect to the Company's future financial performance,
   operating results, plans and objectives.  Actual results may
   differ materially from those currently anticipated depending on a
   variety of risk factors including increased competition,
   technological development, access to necessary intellectual
   property, the ability to achieve management objectives,
   government regulation, the continued performance of business
   partners (particularly in relation to the Year 2000 issue),and
   the monetary policies of various countries.

   Item 3.   Quantitative and Qualitative Disclosures About Market
             Risk

   During the three months ended March 31, 1999, there have been no
   material changes from the disclosures about market risk provided
   in the Company's Annual Report on Form 10-K for the year ended
   December 31, 1998.

   PART II.  OTHER INFORMATION

   Item 4.  Submission of Matters to a Vote of Security Holders.
   <TABLE>
   At the Company's annual meeting of stockholders on April 27,
   1999, the following individuals were reelected to the Board of
   Directors:
   <CAPTION>

                              Class of
                            Common Stock        Votes           Votes
                            Elected From         For           Withheld
   <S>                        <C>             <C>              <C>
   James J. Bennett           Class B         2,386,867          4,550
   Albert J. Hillman          Class A         7,988,800         84,366
   Philip L. Padou            Class A         7,924,468        148,698
   Alice N. Schwartz          Class B         2,386,192          5,225
   David Schwartz             Class B         2,386,192          5,225
   Norman Schwartz            Class B         2,386,192          5,225
   Burton A. Zabin            Class B         2,386,867          4,550

   </TABLE>

                                   12

   <PAGE>

   <TABLE>
   The following proposals were approved at the Company's annual meeting:
   <CAPTION>
                            Votes       Votes                     Broker
                             For       Against    Abstentions    Non-Votes
   <S>                    <C>            <C>        <C>               <C>
   Ratification of
   Arthur Andersen LLP
   as the Company's
   independent auditors   3,195,776      713        2,244              --

   Amendment to the
   Amended and Restated 1988
   Employee Stock
   Purchase Plan to increase
   the number of shares
   available by 100,000   3,175,167    14,797       8,769              --

   </TABLE>

   The foregoing matters are described in detail on pages 14 and 15
   of the Company's definitive Proxy Statement dated April 1, 1999,
   filed with the Securities and Exchange Commission and
   incorporated herein by reference.

   Item 6.  Exhibits and Reports on Form 8-K.

   (a)  Exhibits

   The following documents are filed as part of this report:

   Exhibit No.

   22.1      Proxy Statement dated April 1, 1999, pages 14 and 15,
             (definitive form filed March 31, 1999, and incorporated
             by reference).

   27.1      Financial Data Schedule.

   (b)  Reports on Form 8-K

   There were no reports on Form 8-K for the quarter ended March 31,
   1999.


                                   13

   <PAGE>


                               SIGNATURES


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

                                 BIO-RAD LABORATORIES, INC.
                                       (Registrant)



   Date:  May 13, 1999            /s/ Thomas C. Chesterman
                                  Thomas C. Chesterman, Vice President,
                                  Chief Financial Officer



   Date:  May 13, 1999           /s/ James R. Stark
                                 James R. Stark,
                                 Corporate Controller

                                   14

   <PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted
         from Bio-Rad Laboratories, Inc. Form 10-Q for the quarter ended
         March 31, 1999 and is qualified in its entirety by reference
         to such financial statements.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                            8,036
<SECURITIES>                                          0
<RECEIVABLES>                                   110,360
<ALLOWANCES>                                          0
<INVENTORY>                                      91,713
<CURRENT-ASSETS>                                236,878
<PP&E>                                          199,121
<DEPRECIATION>                                  117,496
<TOTAL-ASSETS>                                  369,625
<CURRENT-LIABILITIES>                            89,904
<BONDS>                                          45,283
<COMMON>                                         12,463
                                 0
                                           0
<OTHER-SE>                                      208,428
<TOTAL-LIABILITY-AND-EQUITY>                    369,625
<SALES>                                         125,738
<TOTAL-REVENUES>                                125,738
<CGS>                                            55,556
<TOTAL-COSTS>                                    55,556
<OTHER-EXPENSES>                                      0
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                                  896
<INCOME-PRETAX>                                  15,129
<INCOME-TAX>                                      4,327
<INCOME-CONTINUING>                              10,802
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                     10,802
<EPS-PRIMARY>                                      .89
<EPS-DILUTED>                                      .89
        

</TABLE>


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