BARD C R INC /NJ/
10-K/A, 1998-07-01
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, 1997
                 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
                                
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 $1,982,230,016
based on the closing price of stock traded on the New York Stock
Exchange on February 27, 1998.  As of February 27, 1998, there were
56,829,989 shares of Common Stock, $.25 par value per share,
outstanding.
<PAGE>
The Company's definitive Proxy Statement dated March 6, 1998 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, 1997 as set
forth in the pages attached hereto.

Item 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, 1997
                    and 1996
               (c)  Statement of Changes in Net Assets Applicable
                    to Participants' Equity for the Year Ended
                    December 31, 1997
               (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 30, 1998

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 June 19, 1998,
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 29, 1998

EXHIBIT 99(a)

              Employees' Retirement Savings Plan Of

                         C. R. Bard, Inc.

      Financial Statements As Of December 31, 1997 And 1996

                          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, 1997 and 1996,
and the related statement of changes in net assets applicable to
participants' equity for the year ended December 31, 1997.  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, 1997 and 1996, and the
changes in its net assets applicable to participants' equity for
the year ended December 31, 1997, 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 as of December 31,
1997 and reportable transactions for the year ended December 31,
1997, 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 19, 1998
<PAGE>
<TABLE>
<CAPTION>
     EMPLOYEES' RETIREMENT SAVINGS PLAN OF C.R. BARD, INC.
                                
  STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
                                
                AS OF DECEMBER 31, 1997 AND 1996

                                          1997         1996    
<S>                                    <C>          <C>
ASSETS:
Investments, at fair value -
 Bard Common Stock Fund                $ 39,286,361 $ 36,663,795
 Guaranteed Investment Fund              22,262,337   23,608,516
 Diversified Common Stock Fund                    0   38,452,475
 Vanguard Index Trust-500 Portfolio      57,806,053            0
 Short-Term Investment Fund                       0    3,086,936
 Vanguard Money Market Reserves           3,144,800            0
 U.S. Treasury Fund                      0             3,325,419
 Vanguard Bond Index Fund                 3,424,922            0 
 Participant Loans                        2,080,005    2,102,237

  Total investments                    $128,004,478 $107,239,378

Accrued interest and dividends
 receivable                                 139,726       82,801

     Total assets                      $128,144,204 $107,322,179

LIABILITIES:
  Due to broker                             758,316      199,859

Net assets applicable to participants'
 equity                                $127,385,888 $107,122,320
<FN>
</TABLE>
         The accompanying notes to financial statements
            are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
                 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, 1997
  
                            Bard                                  Vanguard
                           Common     Guaranteed   Diversified     Index     Short-Term
                            Stock     Investment     Common       Trust-500  Investment
                            Fund         Fund      Stock Fund     Portfolio     Fund   
<S>                      <C>          <C>          <C>           <C>         <C>                 
NET ASSETS APPLICABLE TO
 PARTICIPANTS' EQUITY,                                  
  beginning of year      $36,663,795  $23,608,516  $38,452,475   $         0 $3,086,936
ADDITIONS:
 Employer contributions  
 (net of forfeitures)      3,656,143            0            0             0          0
 Employee contributions    2,092,719    2,192,307    7,442,644             0  1,581,472
 Interest and dividend
  income                     916,903    1,366,148    5,772,768             0    179,182
 Net appreciation of in-
  vestments                4,485,524            0    8,666,339             0          0
 Loans advanced, net of
  repayments                 (83,277)      25,477       40,272             0     (8,861)
                          11,068,012    3,583,932   21,922,023             0  1,751,793
DEDUCTIONS:
 Disbursements to parti-
  cipants                  6,643,398    3,657,233    6,982,002             0    579,239
 Realized loss on invest-
  ments sold                       0            0            0             0          0
 Net depreciation of in-
  vestments                        0            0            0             0          0
 Other                          (357)       8,317          102             0      4,747
                           6,643,041    3,665,550    6,982,104             0    583,986
NET TRANSFERS BETWEEN
  FUNDS                   (1,802,405)  (1,264,561) (53,392,394)   57,806,053 (4,254,743)
NET ASSETS APPLICABLE TO
  PARTICIPANTS' EQUITY,
   end of year
                         $39,286,361  $22,262,337  $         0   $57,806,053 $        0
<FN>
</TABLE>
                     The accompanying notes to financial statements
                         are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
                 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, 1997 (Continued)
<S>                      <C>             <C>           <C>           <C>          
                           Vanguard         U.S.         Vanguard
                         Money Market     Treasury      Bond Index   Participant
                           Reserves         Fund           Fund         Loans   

NET ASSETS APPLICABLE TO
 PARTICIPANTS' EQUITY,
  beginning of year      $          0    $3,325,419    $        0    $2,102,237
ADDITIONS:
 Employer contributions
 (net of forfeitures)               0             0             0             0
 Employee contribution              0       530,739             0             0
 Interest and dividend
  income                            0       245,826             0       172,306
 Net appreciation of in-
  vestments                         0         9,291             0             0
 Loans advanced, net of
  repayments                        0        (2,492)            0        28,881
                                    0       783,364             0       201,187
DEDUCTIONS:
 Disbursements to parti-
  cipants                           0       532,001             0       126,856
 Realized loss on invest-
  ments sold                        0             0             0             0
 Net depreciation of in-
  vestments                         0        11,673             0             0
 Other                              0             0             0             0
                                    0       543,674             0       126,856
NET TRANSFERS BETWEEN
  FUNDS                     3,144,800    (3,565,109)    3,424,922       (96,563)
NET ASSETS APPLICABLE TO
  PARTICIPANTS' EQUITY,
   end of year           $  3,144,800    $        0    $3,424,922    $2,080,005
<FN>
</TABLE>
                     The accompanying notes to financial statements
                         are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
                 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, 1997 (Continued)
                                    
                                         Accrued    Dividends
                                        Interest &   Due To
                                        Receivable   Broker         Total    
<S>                                     <C>        <C>       <C>               
NET ASSETS APPLICABLE TO  PARTICIPANTS'
 EQUITY, beginning of year              $ 82,801   $(199,859) $107,122,320

ADDITIONS:
 Employer contributions (net of for-
  feitures)                                    0           0     3,656,143
 Employee contributions                        0           0    13,839,881
 Interest and dividend income             56,925           0     8,710,058
 Net appreciation of investments               0           0    13,161,154
 Loans advanced, net of repayments             0           0             0
                                        $ 56,925           0  $ 39,367,236
DEDUCTIONS:
 Disbursements to participants                 0           0    18,520,729
 Realized loss on investments sold             0           0             0
 Net depreciation of investments               0           0        11,673
 Other                                         0     558,457       571,266
                                               0     558,457    19,103,668
NET TRANSFERS BETWEEN FUNDS                    0           0             0
ASSETS APPLICABLE TO PARTICIPANTS
 EQUITY,end of year                     $139,726   $(758,316) $127,385,888
<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 detailed 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 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. 

     As of December 31, 1997, participants may direct their
     contributions to be invested in one of the following types of
     investment funds: 

     Bard Common Stock Fund - The fund invests in C. R. Bard, Inc.
     Common Stock.

     Guaranteed Investment Fund - The fund invests in a diversified
     portfolio of investment contracts issued by insurance
     companies and other financial institutions.

     Vanguard Index Trust - 500 Portfolio - The fund holds all of
     the 500 stocks that make up the Standard & Poor's 500
     Composite Stock Price Index in proportion to their weighting
     in the Index.

     Vanguard Money Market Reserves - The fund invests in short-term,
     high-quality money market instruments issued by
     financial institutions, nonfinancial corporations, the U.S.
     government, and federal agencies.

                              - 1 -
<PAGE>
     Vanguard Bond Index Fund - The fund attempts to match the
     performance of the Lehman Brothers Aggregate Bond Index.

     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.

     Forfeitures-
     At December 31, 1997, forfeited nonvested accounts totaled
     approximately $38,967. These accounts will be used to reduce
     future Company matching contributions.  Also, in 1997,
     employer contributions were reduced by $457,090 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%
     Loans-
     A participant may borrow up to one-half of their vested
     account balance, limited to $50,000.  The loan shall be repaid
     pursuant to a fixed payment schedule not to exceed five years
     from the date of the loan (unless such loan is for the
     purchase of a primary residence, in which case the loan may be
     repaid within fifteen years).

     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 Bard Common Stock Fund, the Vanguard Index
     Trust-500 Portfolio, the Vanguard Money Market Reserves and
     the Vanguard Bond Index 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 (the "Fund") is a pooled fund
     which is reported on the financial statements at contract
     value, which approximates fair value, as determined by the
     Trustee.  The average yields of the Fund for the years ended
     December 31, 1997 and 1996 were 6.53% and 6.73%, respectively. 
     The crediting interest rate was 6.48% as of December 31, 1997
     and 1996.  This rate is determined periodically by the Trustee
     based on the Fund's holdings.  As of December 31, 1997 and
     1996, 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. (the "Trustee").  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 1997.

     Effective December 31, 1997, all assets of the Plan were
     transferred to The Vanguard Group pursuant to a trust
     agreement dated January 1, 1998.             

     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,
     1997 and 1996.
                             - 3 -
<PAGE>
     Tax Status-

     The Internal Revenue Service issued a determination letter
     dated February 28, 1996 stating that the Plan and related
     trust were in accordance with applicable plan design
     requirements as of that date. The Plan administrator and the
     Plan's tax counsel believe 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, 1997 and 1996, the Plan holds 1,262,151 and
     1,296,781 shares of C. R. Bard, Inc. common stock,
     respectively, with a market value of $39,286,361 at December
     31, 1997 and $36,309,868 at December 31, 1996. During the year
     ended December 31, 1997, 176,112 shares of such common stock
     were acquired at a cost of $5,700,355; 187,937 shares were
     sold with an original cost basis of $4,667,281 and 22,805
     shares were delivered to Plan participants with an original
     cost basis of $577,329.

     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.
     As of December 31, 1997, all assets were
     transferred to the Vanguard Group and the Investment Trust is
     no longer used.

(4)  RECONCILIATION OF FINANCIAL STATEMENTS 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,        
                                        1997           1996    
     Net assets applicable to
      participants' equity per      
      the financial statements      $127,385,888   $107,122,320

     Amounts allocated to with-
      drawing participants                     0     (1,935,247)

     Net assets applicable to
      participants' equity per      
      the Form 5500                 $127,385,888   $105,187,073
  
                              - 4 -
<PAGE>
(5)  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 from Confederation Life Insurance Co., which is in
     rehabilitation.  It has been determined by the Trustee that
     the balance of $73,526 is collectable with payment expected in
     1998.

                             - 5 -
<PAGE>
<TABLE>
<CAPTION>
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, 1997
<CAPTION>
<S>   <C>                     <C>(c)Description of investment
      (b) Identity of issue,          including maturity date,
         borrower, lessor or        rate of interest, collateral,
  (a)      similar party               par or maturity value        (d) Cost
      BARD COMMON STOCK FUND

  *  The Vanguard Group        Units of participation in Bard      $32,300,977
                               Common Stock Fund, 3,928,636 units,
                                $10.00 per unit.
                                     
      GUARANTEED INVESTMENT
       FUND:
      Aegon USA                 ADA-00605FR, 6/11/99, 7.15%             643,381
      Confederation Life Ins.   GIC #62094, 7/31/98, 0.0%                73,526
       Co.
      First Allmerica Financial GA #92125-B-1, 10/30/98, 6.53%        1,015,814
       Life Insurance
      First Allmerica Financial GA #92125-B-2, 12/30/98, 6.53%        1,015,814
       Life Insurance
      Hartford Life Ins. Co.    GA #10311, 4/14/00, 7.61%             1,285,536
      Life Ins. Co. of Virginia GS #2778A, 8/24/98, 6.4%              2,529,414
      New York Life Ins. Co.    GA #30213-1,3/31/98, 5.72%            1,310,546
      New York Life Ins. Co.    GA #30213-2, 3/1/99, 6.50%              952,502
      New York Life Ins. Co.    GA #30213-3, 4/30/99, 6.50%             952,502
<C>
(e)  Current
      Value

$39,286,361

    643,381
     73,526

  1,015,814

  1,015,814

  1,285,536
  2,529,414
  1,310,546
    952,502
    952,502
<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  

        GUARANTEED INVESTMENT
         FUND: (continued)
        
        Ohio National Life          GA #5576, 3/11/98, 5.74%                1,310,162    1,310,162
         Ins. Co.
        Principal Mutual Life       GA #4-2879-4, 3/22/00, 8.20%              630,088      630,088
         Ins. Co.
        Protective Life Ins. Co.    GA #1107, 12/9/99, 8.14%                1,270,869    1,270,869
        Sun Life Assurance Co.      
         of Canada (U.S.)           GIC #S-0924-G, 2/14/00, 7.38%           1,265,974    1,265,974
        Transamerica Occidental     GIC #51378-00, 6/9/00, 6.70%              834,371      834,371
         Life
  *     The Vanguard Group          Units of participation in Investment   7,171,838     7,171,838
                                     Contracts Fund, 7,171,838 units, 
                                     $1.00 per unit
          Total Guaranteed
           Investment Fund                                                 22,262,337  22,262,337
                                                 
<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  

  *     VANGUARD INDEX TRUST-500
         PORTFOLIO                  Units of participation in Vanguard   57,806,052    57,806,053
         The Vanguard Group          Index Trust-500 Portfolio, 641,790
                                     units, $90.07 per unit.
                          
  *     VANGUARD MONEY MARKET
         RESERVES
        The Vanguard Group          Units of participation in Vanguard
                                     Money Market Reserves-Prime Port-
                                     folio, 3,144,800 units, $1.00 per
                                     unit.                              $  3,144,800  $  3,144,800

  *     VANGUARD BOND INDEX FUND
        The Vanguard Group          Units of participation in Vanguard
                                     Bond Index Fund-Total Bond Market,
                                     339,437 units, $10.09 per unit.    $  3,424,922  $  3,424,922

        OTHER
        Participant loans           With interest rates ranging from 7%
                                     to 10% and maturing through 2012   $  2,080,005  $  2,080,005

                                                                        $121,019,094  $128,004,478
<FN>
</TABLE>
                                    * Indicates related party.

                         The accompanying notes to financial statements 
                              are an integral part of this schedule.
                                                 
                                                 
                                                 
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
                      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, 1997
<S>              <C>                   <C>         <C>          <C>            
                 (b)Description                                            
                 of asset (include                                            
(a)Identity of   maturity in case      (c)Purchase (d)Selling   (g)Cost of
party involved      of a loan)            price        price        asset

Chase Manhattan  Purchase of units of  $29,157,232 $         0  $29,157,232
 Bank, N.A.       participation,
                  Chase Manhattan
                  Pooled Investment
                  Trust for Employee
                  Benefit Plans II.

Chase Manhattan  Sale of units of                0  29,157,232   29,157,232
 Bank, N.A.       participation, 
                  Chase Manhattan
                  Pooled Investment
                  Trust for Employee
                  Benefit Plans II.

C.R. Bard, Inc.  Purchase of             5,700,355           0    5,700,355
                  C.R. Bard, Inc.
                  common stock

C.R. Bard, Inc.  Sale of C.R. Bard,              0   6,083,071    4,667,281
                  Inc. common stock

Vanguard         Purchase of units      16,279,084           0   16,279,084
Quantitative      of participation,
Portfolios Inc.   Common Stock
                  Mutual Fund
<C>             <C>
(h)  Current
 Value of
 Asset on       (i) Net
 transaction    gain or
   date         (loss)
$29,157,232     $        0




 29,157,232              0






  5,700,355              0



  6,083,071      1,415,790



 16,279,084              0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>                                                                                      SCHEDULE II
                      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, 1997 (continued)
<S>              <C>                   <C>         <C>          <C>         <C>           <C>        
                 (b)Description                                             (h) Current
                 (Include interest)                                          value of
                 rate and maturity)                                          asset on     (I)Net
(a)Identity of   in case of a loan)    (c)Purchase (d)Selling   (g)Cost of  transaction   gain or 
party involved        of asset            price        price        asset      date        (loss)

Vanguard         Sale of units of    
Quantitative      participation,
Porfolios Inc.    Common Stock Mutual
                  Fund                           0  64,276,136   61,669,292  64,276,136   2,606,844

Vanguard Group   Purchase of units of
                  participation,
                  Vanguard Index
                  Trust-500 Portfolio  57,806,053            0   57,806,053  57,806,053           0

(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, 1997.

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

</TABLE>


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