BARD C R INC /NJ/
10-K/A, 1997-06-27
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                          FORM 10-K/A
                                
                          AMENDMENT #1
                                
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
                                
          For the fiscal year ended December 31, 1996
                 Commission File Number 1-6926
                                
                        C. R. BARD, INC.
     (Exact name of registrant as specified in its charter)
                                
       New Jersey                    22-1454160
(State of incorporation) (I.R.S. Employer Identification No.)
                                
                       730 Central Avenue
                     Murray Hill, NJ 07974
            (Address of principal executive offices)
                                
                 Registrant's telephone number,
              including area code: (908) 277-8000
                                
  Securities registered pursuant to Section 12(b) of the Act:
                                
                                        Name of each exchange
     Title of each class                 on which registered
Common Stock - $.25 par value          New York Stock Exchange
<PAGE>
Indicate by check mark 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 by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendments to this Form 10-K. 
                                   Yes [X]   No [ ]
The aggregate market value of the voting stock held by
nonaffiliates of the registrant was approximately $1,560,700,000
based on the closing price of stock traded on the New York Stock
Exchange on February 28, 1997.  As of February 28, 1997, there were
57,011,717 shares of Common Stock, $.25 par value per share,
outstanding.

The Company's definitive Proxy Statement dated March 7, 1997 has
been incorporated by reference with respect to certain information
contained therein in Part III and Part IV of this Form 10-K.  The
exhibit index is located in Part IV, Item 14, page IV-1.

The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual
Report on Form 10-K for the year ended December 31, 1996 as set
forth in the pages attached hereto.

Exhibit 14     Exhibits, Financial Statement Schedules and Reports
               on Form 8-K.

The following financial statements with respect to the Employees'
Retirement Savings Plan of C. R. Bard, Inc. (the "Retirement
Savings Plan") are filed herewith as Exhibit 99(a) pursuant to Rule
15d-21 under the Securities Exchange Act of 1934, in lieu of filing
on Form 11-K:

                (a) Report of Independent Public Accountants
                (b) Statements of Net Assets Applicable to
                    Participants' Equity as of December 31, 1996
                    and 1995
<PAGE>
                (c) Statement of Changes in Net Assets Applicable
                    to Participants' Equity for the Year Ended
                    December 31, 1996
                (d) Notes to Financial Statements

Exhibit 23     Consent of Arthur Andersen LLP

The Retirement Savings Plan is subject to the Employee Retirement
Income Security Act of 1974, as amended, and the foregoing
financial statements are filed in lieu of the financial statements
required by Items 1, 2 and 3 of Form 11-K.

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

                              C. R. BARD, INC.
                              (Registrant)

                              By:  William C. Bopp /s/         
                                   William C. Bopp
                                   Executive Vice President and
                                   Chief Financial Officer

June 27, 1997

EXHIBIT 23

           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To C. R. Bard, Inc.:

As independent public accountants, we hereby consent to the
incorporation by reference of our report dated January 24, 1997,
included in this Form 10-K/A, into C. R. Bard, Inc.'s previously
filed Registration Statements (i) on Form S-8 for the Employees'
Retirement Savings Plan of C. R. Bard, Inc., the 1990 Employee Stock Option
Plan, as amended, Registration No. 33-35544, the C. R. Bard, Inc.,
1988 Directors Stock Award Plan, as amended, the 1993 Long Term Incentive
Plan of C. R. Bard, Inc., Registration No. 33-64874, the 1993 Long Term
Incentive Plan of C. R. Bard, Inc., Registration No. 333-07189 and
the MedChem Products, Inc. 1994 Stock Option Plan, MedChem
Products, Inc. 1993 Stock Option Plan, MedChem Products, Inc. 1993
Spin-Off Stock Option Plan, MedChem Products, Inc. 1993 Director
Stock Option Plan and MedChem Products, Inc. Amended and Restated
Stock Option Plan, all formerly maintained by MedChem Products,
Inc., Registration No. 33-63147, and (ii) on Form S-3, Registration
No. 333-05997.

                                        /s/ ARTHUR ANDERSEN LLP

Roseland, New Jersey
June 27, 1997

EXHIBIT 99(a)

              Employees' Retirement Savings Plan Of

                         C. R. Bard, Inc.

      Financial Statements As Of December 31, 1996 And 1995

                          Together With

            Report of Independent Public Accountants
<PAGE>
             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement Committee of the Employees' Retirement Savings
 Plan of C. R. Bard, Inc.:

We have audited the accompanying statements of net assets
applicable to participants' equity of the  Employees' Retirement
Savings Plan of C.R. Bard, Inc. as of December 31, 1996 and 1995,
and the related statement of changes in net assets applicable to
participants' equity for the year ended December 31, 1996.  These
financial statements are the responsibility of the Plan's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.  

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets applicable to
participants' equity as of December 31, 1996 and 1995, and the
changes in net assets applicable to participants' equity for the
year ended December 31, 1996, in conformity with generally accepted
accounting principles.

Our audits were  performed for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974.  The fund
information in the statement of changes in net assets applicable to
participants' equity is presented for purposes of additional
analysis rather than to present the changes in net assets
applicable to participants' equity of each fund.  The supplemental
schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements 
and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.


Roseland, New Jersey
June 2, 1997
<PAGE>
<TABLE>
     EMPLOYEES' RETIREMENT SAVINGS PLAN OF C.R. BARD, INC.
                                
  STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
                                
                AS OF DECEMBER 31, 1996 AND 1995
<CAPTION>
                                           1996         1995    
<S>                                    <C>          <C>
ASSETS
Investments - at fair value
 Bard Common Stock Fund                $ 36,663,795 $ 40,939,025
 Guaranteed Investment Fund              23,608,516   24,332,686
 Diversified Common Stock Fund           38,452,475   24,024,500
 Short-Term Investment Fund               3,086,936    2,526,405
 U.S. Treasury Fund                       3,325,419    2,562,072
 Participant Loans                        2,102,237    1,802,395

  Total investments                    $107,239,378 $ 96,187,083

Accrued interest and dividends
 receivable                                  82,801       82,026

     Total assets                      $107,322,179 $ 96,269,109

LIABILITIES:
       Due to broker                        199,859      237,977

Net assets applicable to participants
 equity                                $107,122,320 $ 96,031,132
<FN>
</TABLE>
          The accompany notes to financial statements
            are an integral part of these statements.
<PAGE>
<TABLE>
                 EMPLOYEES' RETIREMENT SAVINGS PLAN OF C. R. BARD, INC.
                           STATEMENT OF CHANGES IN NET ASSETS
                           APPLICABLE TO PARTICIPANTS' EQUITY
                          FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
                            Bard      
                           Common     Guaranteed   Diversified   Short-Term    U.S.
                            Stock     Investment     Common      Investment  Treasury
                            Fund         Fund      Stock Fund       Fund       Fund  
<S>                      <C>          <C>          <C>           <C>         <C>              
NET ASSETS APPLICABLE TO
 PARTICIPANTS' EQUITY,                                  
  beginning of year      $40,939,025  $24,332,686  $24,024,500   $2,526,405  $2,562,072
ADDITIONS
 Employer contributions    3,112,179            0            0            0           0
 Employee contributions    2,598,720    2,477,221    5,346,429    1,557,784     538,253
 Transfers in from merged
  plan                             0            0            0    2,594,656           0
 Realized gain on invest-
  ments sold               1,122,660            0    2,589,529            0           0
 Interest and dividend
  income                     847,085    1,520,718    1,095,010      160,411     190,436
 Net appreciation of in-
  vestments                        0            0    2,989,580            0           0
 Loans advanced, net of
  repayments                 (69,300)    (137,928)     (71,326)      (7,551)     (2,859)
                           7,611,344    3,860,011   11,949,222    4,305,300     725,830
DEDUCTIONS
 Disbursements to parti-
  cipants                  4,289,464    2,711,136    3,053,619      632,545     317,283
 Realized loss on invest-
  ments sold                       0            0            0            0      20,434
 Net depreciation of in-
  vestments                6,650,700            0            0            0      14,146
 Other                           546        4,912           99        4,370           0
                          10,940,710    2,716,048    3,053,718      636,915     351,863
NET TRANSFERS BETWEEN
  FUNDS                     (945,864)  (1,868,133)   5,532,471   (3,107,854)    389,380
NET ASSETS APPLICABLE TO
  PARTICIPANTS' EQUITY,
   end of year           $36,663,795  $23,608,516  $38,452,475   $3,086,936  $3,325,419
<PAGE>
 EMPLOYEES' RETIREMENT SAVINGS PLAN OF C. R. BARD, INC.
<FN>
</TABLE>
<PAGE>
<TABLE>
                           STATEMENT OF CHANGES IN NET ASSETS
                           APPLICABLE TO PARTICIPANTS' EQUITY
                    FOR THE YEAR ENDED DECEMBER 31, 1996 (Continued)
<CAPTION>
                                               Accrued
                                              Interest &
                              Participant     Dividends         Due To      
                                 Loans        Receivable        Broker          Total   
<S>                           <C>              <C>            <C>           <C>              
NET ASSETS APPLICABLE TO
 PARTICIPANTS' EQUITY,                                  
  beginning of year           $1,802,395        $82,026       $(237,977)    $ 96,031,132
ADDITIONS
 Employer contributions                0              0               0        3,112,179
 Employee contributions                0              0               0       12,518,407
 Transfers in from merged
  plans                                0              0               0        2,594,656
 Realized gain on invest-
  ments sold                           0              0               0        3,712,189
 Interest and dividend
  income                         190,235            775               0        4,004,670
 Net appreciation of in-
  vestments                            0              0               0        2,989,580
 Loans advanced, net of
  repayments                     288,964              0                                0 
                                 479,199            775               0       28,931,681
DEDUCTIONS
 Disbursements to parti-
  cipants                        179,357              0               0       11,183,404
 Realized loss on invest-
  ments sold                           0              0               0           20,434
 Net depreciation of in-
  vestments                            0              0               0        6,664,846
 Other                                 0              0         (38,118)         (28,191) 
                                 179,357              0         (38,118)      17,840,493
NET TRANSFERS BETWEEN
  FUNDS                                0              0               0                0
NET ASSETS APPLICABLE TO
  PARTICIPANTS' EQUITY,
   end of year                $2,102,237        $82,801       $(199,859)    $107,122,320
<FN>
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.     
<PAGE>
         EMPLOYEES' RETIREMENT SAVINGS PLAN OF C R BARD, INC.
                  NOTES TO FINANCIAL STATEMENTS

(1)  PLAN DESCRIPTION:

     The following description of the Employees' Retirement Savings
     Plan of C.R. Bard, Inc. (the Plan) is provided for general
     information purposes. Participants of the Plan should refer to
     the Plan document for more details and complete information.

     General-

     The Plan is a defined contribution plan for which
     contributions are made by C. R. Bard, Inc. (the Company) and
     Plan participants. All domestic employees of the Company, not
     covered by a collective bargaining agreement, who have
     completed 1,000 hours of service and have attained the age of
     21, are eligible to participate in the Plan.

     Contributions-

     Plan participants may elect to make tax deferred contributions
     through payroll deductions equal to 2% to 15% of their
     compensation. Salespersons' commissions are also eligible for
     contributions to the Plan. The Company matches 100% of
     participants' contributions up to the first 2% of their
     compensation and 25% of their contributions between 2% and 4%
     of their compensation. The Company may elect, at its
     discretion, to make additional matching contributions.
     However, matching contributions (when aggregated with elective
     deferral contributions) are not to exceed the maximum tax
     deductible amount per current Federal tax regulations. 

     Participants may direct their contribution to be invested in
     one of the following types of investment funds: (1) Short-Term
     Investment Fund, (2) Guaranteed Investment Fund, (3) Bard
     Common Stock Fund, (4) Diversified Common Stock Fund, and (5)
     U. S. Treasury Fund. All employee contributions are fully
     vested and nonforfeitable.  Company contributions are invested
     solely in the Bard Common Stock Fund and may be made in cash
     or Company stock.
<PAGE>
     Forfeitures

     At December 31, 1996, forfeited nonvested accounts totaled
     approximately $53,000. These accounts will be used to reduce
     future Company matching contributions.  Also, in 1996,
     employer contributions were reduced by $753,798 from forfeited
     nonvested accounts.

     Vesting

     Participants are always fully vested in their elective
     contributions. Participants are vested in the Company's
     matching contribution as follows:

       Years Participated in Plan      % Vested
          Under   2                         0
          2 but < 3                        25%
          3 but < 4                        50%
          4 but < 5                        75%
          5 or more                       100%

     Income Allocations-

     Investment income for an accounting period shall be allocated
     to participants' accounts in proportion to the total of their
     respective account balances at the beginning of such
     accounting period plus any contributions or loan repayments
     credited to the account during the period.

     Distributions-

     Participants will receive the full amount of their vested
     account balance when one of the following events occurs:
     normal retirement, termination of service, death or
     disability. Early withdrawals are permitted at the
     participant's request after attainment of age 59-1/2. Certain
     hardship withdrawals are also permitted. Distributions may be
     made in a lump sum payment or in a series of installments over
     3 to 10 years.

                              - 2 -
<PAGE>
(2)  SUMMARY OF SIGNIFICANT
     ACCOUNTING POLICIES:

     Estimates in the
     Preparation of Financial Statements-

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

     Valuation of Investments-

     Investments in the Diversified Common Stock Fund and The
     Short-Term Investment Fund are in the form of units of
     participation within the account with the unit value of each
     account calculated periodically by the trustee reflecting
     transaction gains and losses, appreciation or depreciation of
     the market value of the account investments, interest and
     dividends.

     The Guaranteed Investment Fund is a pooled fund which is
     reported on the financial statements at contract value, which
     approximates fair value, which approximates fair value, as
     determined by the Trustee.  The average yields of the Fund for
     the years ended December 31, 1996 and 1995 were 6.73% and
     7.17%, respectively.  The crediting interest rate was 6.48%
     and 6.72% as of December 31, 1996 and 1995, respectively. 
     This rate is determined periodically by the Trustee based on
     the Fund's holdings.  As of December 31, 1996 and 1995, there
     were no valuation reserves needed within the Fund, however, it
     did hold a Guaranteed Investment Contract in rehabilitation
     (See Note 6).

     Plan Administration-

     Under a trust agreement dated October 1, 1983, United States
     Trust Company of New York was appointed trustee of the Plan
     and administers the Plan's assets together with the income
     therefrom. In 1995 United States Trust Company of New York
     merged with Chase Manhattan Bank, N.A. All expenses incurred
     for the Plan by the trustee and the Company may be either paid
     by the Company or from the assets of the Plan. Substantially
     all expenses of the Plan were paid by the Company during 1996.
                                
                             - 3 -
<PAGE>
     Plan Administration (continued)

     Accounting records maintained by the trustee are on the
     accrual basis of accounting. Investment transactions are
     recorded on a trade date basis. The Plan had no assets not
     having a readily determinable market value as of December 31,
     1996 and 1995.

     Tax Status-

     The Internal Revenue Service issued a determination letter
     dated February 28, 1996 stating that the Plan was in
     accordance with applicable plan design requirements as of that
     date. The Plan administrator believes that the Plan is
     currently designed and being operated in compliance with the
     applicable requirements of the Internal Revenue Code.
     Therefore, they believe that the Plan was qualified and the
     related trust was tax-exempt as of the financial statement
     dates.

(3)  RELATED PARTY TRANSACTIONS:

     As of December 31, 1996 and 1995, the Plan holds 1,296,781 and
     1,258,150 shares of C. R. Bard, Inc. common stock,
     respectively, with a market value of $36,309,868 at December
     31, 1996 and $40,575,338 at December 31, 1995. During the year
     ended December 31, 1996, 200,408 shares of such common stock
     were acquired at a cost of $6,465,208; 137,535 shares were
     sold with an original cost basis of $3,266,337 and 24,242
     shares were delivered to Plan participants with an original
     cost basis of $577,487.

     All of the Plan's investment funds purchase units of
     participation in the Chase Manhattan Bank Pooled Investment
     Trust For Employee Benefit Plans II (the "Investment Trust")
     with temporarily uninvested cash.  Since the Trustee manages
     this Investment Trust, these transactions qualify as party-in-interest.    

                              - 4 -
<PAGE>
(4)  RECONCILIATION TO FORM 5500

     The following is a reconciliation of net assets applicable to
     participants' equity per the financial statements to the Form
     5500:
                                           December 31,        
                                        1996           1995    
      Net assets applicable to
      participants' equity per      
      the financial statements      $107,122,320   $96,031,132

      Amounts allocated to with-
      drawing participants            (1,935,247)     (756,322)

      Net assets applicable to
      participants' equity per      
      the Form 5500                 $105,187,073   $95,274,810

     The following is a reconciliation of benefits paid to
     participants  per the financial statements to the Form 5500:

                                                Year ended
                                            December 31, 1996
  
     Benefits paid to participants per
      the financial statements                 $11,183,404

     Add: Amount allocated to with-
           drawing participants at
           December 31, 1996                     1,935,247
     Less:  Amounts allocated with-
           drawing participants             
            at December 31, 1995                  (756,322)      
        
     Benefits paid to participants
     per the Form 5500                         $12,362,329

                             - 5 -
<PAGE>
(S)  PLAN TERMINATION

     Although it has not expressed any intent to do so, the Company
     has the right under the Plan to discontinue its contributions
     at any time and to terminate the Plan subject to the
     provisions of Employee Retirement Income Security Act of 1974.
     In the event of plan termination, participants will become
     fully vested in their account balances.

(6)  FIXED INCOME OBLIGATIONS IN REHABILITATION

     Included in the Plan's assets is a Guaranteed Investment
     Contract (GIC) from Confederation Life Insurance Co., which is
     in rehabilitation. The original interest rate has been reduced
     in half and the maturity date has been extended. It has been
     determined by the Trustee that the contract value of $581,044
     is collectable. The Company has committed to pay the
     applicable balance into the Plan in the event that there is a
     shortfall upon settlement.

                             - 6 -
<PAGE>
<TABLE>
                                                                                       SCHEDULE I
                      EMPLOYEES RETIREMENT SAVINGS PLAN OF C. R. BARD, INC.
                                    EIN #22-1454160, PLAN #003
                    ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                                     AS OF DECEMBER 31, 1996
<CAPTION>                                                                                          
                                    (c)  Description of investment
        (b) Identity of issue,            including maturity date,
           borrower, lessor or          rate of interest, collateral,                 (e) Current
  (a)        similar party                 par or maturity value           (d) Cost        Value  
<S>     <C>                         <C>                                   <C>         <C>                    
        BARD COMMON STOCK FUND
   *    C. R. Bard, Inc.            Common Stock                          $31,672,308 $ 36,309,868

        Chase Manhattan Bank,       Units of participation in U.S.            353,927      353,927
         N.A.                        Trust Co. Pooled Trust Short-
                                     Term Fixed Income Fund,
                                     353,927 units, $1.00 per unit
          Total Bard Common
           Stock Fund                                                      32,026,235   36,663,795

        GUARANTEED INVESTMENT
         FUND:
        Confederation Life Ins.     GIC #62094, 8/31/99, 4.69%                581,044      581,044
         Co.
        First Allmerica Financial   GA #92125-B-1, 10/30/98, 6.530%           953,548      953,548
         Life Insurance
        First Allmerica Financial   GA #92125-B-2, 12/30/98, 6.530%           953,548      953,548
         Life Insurance
        Hartford Life Ins. Co.      GA #10311, 4/14/00, 7.61%               1,194,625    1,194,625
        Life Ins. Co. of Virginia   GS #2778A, 8/24/98, 6.4%                2,377,269    2,377,269
        Metropolitan Life Ins. Co.  GAC #20106, 12/31/97, 6.6%              1,291,306    1,291,306
        New York Life Ins. Co.      GA #30213-1, 3/31/98, 5.72%             1,239,638    1,239,638
        New York Life Ins. Co.      GA #30213-2, 31/1/99, 6.50%               894,368      894,368
        New York Life Ins. Co.      GA #30213-3, 4/30/99, 6.50%               894,368      894,368
<PAGE>
SCHEDULE I (continued)
        (b) Identity of issue,            including maturity date,
           borrower, lessor or          rate of interest, collateral,                 (e) Current
  (a)        similar party                 par or maturity value           (d) Cost        Value  
<S>     <C>                         <C>                                    <C>        <C>    
        GUARANTEED INVESTMENT
         FUND: (continued)
        
        Ohio National Life          GA #5576, 3/11/98, 5.74%                1,239,041    1,239,041
         Ins. Co.
        Principal Mutual Life       GA #4-2879-1, 6/11/97, 7.56%              355,411      355,411
         Ins. Co.
        Principal Mutual Life       GA #4-2879-2, 6/11/97, 7.56%              354,985      354,985
         Ins. Co.
        Principal Mutual Life       GA #4-2879-3, 9/10/97, 6.1%               967,862      967,862 
         Ins. Co.
        Principal Mutual Life       GA #4-2879-4, 3/22/00, 8.20%              582,344      582,344
         Ins. Co.
        Protective Life Ins. Co.    GA #1107, 12/9/99, 8.14%                1,175,207    1,175,207
        Commonwealth Life Ins. Co.  ADA-00605FR, 6/11/99, 7.150%              600,449      600,449
        Sun Life Assurance Co.      GIC #S-0923-G, 3/24/97, 6.87%             558,692      558,692
         of Canada (U.S.)           
        Sun Life Assurance Co.      GIC #S-0924-G, 2/14/00, 7.38%           1,178,967    1,178,967
         of Canada (U.S.)
        Transamerica Occidental     GIC #51378-00, 6/9/00, 6.70%            1,563,956    1,563,956
         Life
  *     Chase Manhattan Bank, N.A.  Units of participation in U.S. Trust    4,651,888    4,651,888
                                     Co. Pooled Trust Short-Term Fixed
                                     Income Fund, 4,651,888 units,
                                     $1.00 per unit
          Total Guaranteed
           Investment Fund                                                 23,608,516   23,608,516
                                                 
<PAGE>                                                 
SCHEDULE I (continued)
                                    (c)  Description of investment
        (b) Identity of issue,            including maturity date,
           borrower, lessor or          rate of interest, collateral,                 (e) Current
  (a)        similar party                 par or maturity value           (d) Cost        Value  
<S>     <C>                         <C>                                    <C>        <C> 
        DIVERSIFIED COMMON STOCK
        FUND
        Vanguard Quantitative       Units of participation in Common       31,156,206   38,205,493
         Portfolios Inc.             Stock Mutual Fund, 1,718,646
                                     units, $22.23 per unit
  *     Chase Manhattan Bank, N.A.  Units of participation in U.S.            246,982      246,982
                                     Trust Co. Pooled Trust Short-
                                     Term Fixed Income Fund, 246,982
                                     units, $1.00 per unit
          Total Diversified Common
           Stock Fund                                                     $31,403,188 $ 38,452,475

        SHORT-TERM INVESTMENT FUND
        Chase Manhattan Bank, N.A.  Units of participation in U.S. 
                                     Trust Co. Pooled Trust Short-
                                     Term Fixed Income Fund,
                                     3,086,936 units, $1.00 per unit      $ 3,086,936 $  3,086,936

        U.S. TREASURY FUND:
        United States Treasury      U.S. Treasury Note, 1/31/97, 6.25%         89,775       90,042
         Notes
        United States Treasury      U.S. Treasury Note, 3/31/97, 6.875%        98,391      100,359
         Notes
        United States Treasury      U.S. Treasury Note, 5/31/97, 6.75%         99,750      100,516
         Notes
        United States Treasury      U.S. Treasury Note, 6/30/97, 6.375%        98,125      100,344
         Notes
        United States Treasury      U.S. Treasury Note, 8/15/97, 6.5%          98,641      100,594
         Notes
SCHEDULE I (continued)
                                    (c)  Description of investment
        (b) Identity of issue,            including maturity date,
           borrower, lessor or          rate of interest, collateral,                 (e) Current
  (a)        similar party                 par or maturity value           (d) Cost        Value  
<S>     <C>                         <C>                                    <C>        <C>
        United States Treasury      U.S. Treasury Note, 10/15/97, 8.75%       104,719      102,391
         Notes
        United States Treasury      U.S. Treasury Note, 12/31/97, 6.0%         95,672      100,359
         Notes
        United States Treasury      U.S. Treasury Note, 1/15/98, 7.875%       100,094      102,219
         Notes                      
        United States Treasury      U.S. Treasury Note, 2/15/98, 7.25%        126,523      127,051
         Notes
        United States Treasury      U.S. Treasury Note, 4/30/98, 5.125%       194,859      198,468
         Notes
        United States Treasury      U.S. Treasury Note, 6/30/98, 5.125%        98,906       99,094
         Notes
        United States Treasury      U.S. Treasury Note, 8/15/98, 5.875%       198,297      200,094
         Notes
        United States Treasury      U.S. Treasury Note, 10/15/98, 7.125%      104,031      102,125
         Notes
        United States Treasury      U.S. Treasury Note, 12/31/98, 5.125%       97,594       98,609
         Notes
        United States Treasury      U.S. Treasury Note, 1/31/99, 5.0%          99,391       98,266
         Notes
        United States Treasury      U.S. Treasury Note, 3/31/99, 5.875%       101,828       99,906
         Notes
        United States Treasury      U.S. Treasury Note, 5/31/99, 6.750%       104,328      101,703
         Notes
        United States Treasury      U.S. Treasury Note, 7/15/99, 6.375%       200,687      201,812
         Notes
        United States Treasury      U.S. Treasury Note, 9/30/99, 7.125%       102,531      102,766
         Notes
SCHEDULE 1 (continued)
                                    (c)  Description of investment
        (b) Identity of issue,            including maturity date,
           borrower, lessor or          rate of interest, collateral,                 (e) Current
  (a)        similar party                 par or maturity value           (d) Cost        Value  
<S>     <C>                         <C>                                    <C>        <C>
        United States Treasury      U.S. Treasury Note, 11/30/99, 7.750%      157,172      156,726
         Notes
        United States Treasury      U.S. Treasury Note, 1/15/00, 6.375%       201,375      201,750
         Notes
        United States Treasury      U.S. Treasury Note, 3/31/00, 6.875%       154,207      153,375
         Notes
  *     Chase Manhattan Bank, N.A.  Vista Premier Treasury Plus Money         586,850      586,850
                                     Market Fund

          Total U.S. Treasury Fund                                          3,313,746    3,325,419

        OTHER
        Participant Loans           With interest rates ranging from        2,102,237    2,102,237
                                     7.5% to 10% and maturing through
                                     2011

          Total investments held                                          $95,540,858 $107,239,378
<FN>
</TABLE>
                                    * Indicates related party.
                                                 
       The accompanying notes to financial statements are an integral part of
       this schedule
<PAGE>
<TABLE>
                      EMPLOYEES' RETIREMENT SAVINGS PLAN OF C. R. BARD, INC.
                                    EIN #22-1454160, PLAN #003
                         ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS (J)
                               FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>                                    
                                                                            (h)Current
                                                                             value of
                                                                             asset on     (I)Net
(a)Identity of   (b)Description        (c)Purchase (d)Selling   (g)Cost of  transaction   gain or 
party involved        of asset            price        price        asset      date         loss  
<S>              <C>                   <C>         <C>          <C>         <C>          <C>  
Chase Manhattan  Purchase of units of  $33,216,690 $         0  $33,126,690 $33,216,690  $        0
 Bank, N.A.       participation in
                  Chase Manhattan
                  Pooled Investment
                  Trust for Employee
                  Benefit Plans II

Chase Manhattan  Sale of units of                0  30,811,422   30,811,422  30,811,422           0
 Bank, N.A.       participation in
                  Chase Manhattan
                  Pooled Investment
                  Trust for Employee
                  Benefit Plans II

C.R. Bard, Inc.  Purchase of             6,465,208           0    6,465,208   6,465,208           0 
                  C.R. Bard, Inc.
                  common stock

C.R. Bard, Inc.  Sale of C.R. Bard,              0   4,388,997    3,266,337   4,388,997   1,122,660
                  Inc. common stock

Vanguard         Purchase of units      12,506,982           0   12,506,982  12,506,982           0
Quantitative      of participation
Portfolios, Inc.  in Common Stock
                  Mutual Fund
<PAGE>
SCHEDULE II (continued)                                                                                                 
                                                                            (h)Current
                                                                             value of
                                                                             asset on     (I)Net
(a)Identity of   (b)Description        (c)Purchase (d)Selling   (g)Cost of  transaction   gain or 
party involved        of asset            price        price        asset      date         loss  

<S>              <C>                   <C>         <C>          <C>         <C>           <C>                   
Vanguard         Sale of units of               0    3,735,735    1,146,206   3,735,735   2,589,529
Quantitative      participation in
Portfolios, Inc.  Common Stock 
                  Mutual Fund

Chase Manhattan  Purchase of units      2,267,623            0    2,267,623   2,267,623           0
 Bank, N.A.       of participation 
                  in U.S. Trust
                  Company Pooled
                  Trust Short Term
                  Fixed Income Fund

Chase Manhattan  Sale of units of               0    3,270,502    3,270,502   3,270,502           0
 Bank, N.A.       participation in
                  U.S. Trust Company
                  Pooled Trust Short
                  Term Fixed Income
                  Fund
<FN>                                                 
</TABLE>
                                                 
(J) Reportable transactions are those purchases and sales of the same security
    which, individually or in the aggregate, exceed 5% of Plan assets at
    January 1, 1996
                                                 
      The accompanying notes to financial statements are an integral part of
      this schedule.



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