The registrant requests that the 
                                          registration statement become 
                                          effective immediately upon filing 
                                          pursuant to Securities Act Rule 
                                          462.

                                          Registration No. 33-__________



                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            ____________


                             FORM S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                            ____________


                      BAUSCH & LOMB INCORPORATED
          (Exact name of issuer as specified in its charter)


	          	NEW YORK			                       16-0345235
  (State or other jurisdiction		           (I.R.S. Employer
of incorporation or organization)		       Identification No.)


         ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK  14604-2701
          (Address of principal executive offices and zip code)


                   THE BAUSCH & LOMB SAVINGS PLUS PLAN
                           (Full title of plan)

                              ____________


                           STEPHEN A. HELLRUNG
             Senior Vice President, Secretary and General Counsel
                       Bausch & Lomb Incorporated
                        One Bausch & Lomb Place
                    Rochester, New York  14604-2701
                 (Name and address of agent for service)


                Telephone number, including area code,
                of agent for service:  (716) 338-6000

<PAGE>


                    CALCULATION OF REGISTRATION FEE


                                             Proposed
Title of                        Proposed     Maximum
Securities      Amount to       Offering     Aggregate   Amount of
to be           be              Price Per    Offering    Registration
Registered      Registered(1)   Share (2)    Price       Fee

Common 
Stock,
$.40 par        125,000         $36.375      $4,546,875  $1,377.84     
value           shares

________________________

(1)	In addition, pursuant to Rule 416(c) under the Securities 
Act of 1993, this Registration Statement covers an 
indeterminant amount of interests to be offered or sold 
pursuant to the Bausch & Lomb Savings Plus Plan. 

(2)	Estimated on the basis of the average of the high and low 
prices of Bausch & Lomb Common Stock reported on the New 
York Stock Exchange for December 12, 1996, solely for the 
purpose of determining the registration fee pursuant to Rule 
457(c).

<PAGE>

                                PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



Item 1.	Plan Information.


	*


Item 2.	Registrant Information and Employee Plan Annual 
Information

	*



____________

*	All documents furnished to participants in the BAUSCH & LOMB 
INCORPORATED SAVINGS PLUS PLAN pursuant to Rule 428 and 
containing the information required by Part I of Form S-8 
under the Securities Act of 1933 are on file at the 
Registrant's principal executive offices.

<PAGE>

                                 PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.	Incorporation of Documents by Reference.

	The following documents, which have been filed by the 
Company with the Securities and Exchange Commission, are 
incorporated in this Registration Statement by reference:

	1.	The Company's Annual Report on Form 10-K for the fiscal 
year ended December 30, 1995; and

	2.	All other reports filed by the Company pursuant to 
Section 13(a) and 15(d) of the Securities Exchange Act of 1934 
since December 30, 1995.

	3.	The class of Securities is described in Exhibit (3)-a 
of the Company's Form 10-K for the fiscal year ended December 28, 
1986.

	All documents subsequently filed by the Company pursuant to 
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934, prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in this Registration Statement 
and to be a part hereof from the date of filing of such 
documents.


Item 4.	Description of Securities.

	Not applicable.


Item 5.	Interests of Named Experts and Counsel

	Stephen A. Hellrung, Senior Vice President, Secretary and 
General Counsel to the Company, One Bausch & Lomb Place, 
Rochester, New York, has passed upon the legality under the law 
of New York, the state in which the Company is incorporated, of 
the Common Stock of the Company being offered hereby.  Mr. 
Hellrung is the beneficial owner of options to purchase 61,300 
shares of Class B Stock granted under the Company's 1990 Stock 
Incentive Plan, only 38,145 of which are currently exercisable.  
In addition, he is the beneficial owner of options to purchase 
16,858 shares of Class B Stock granted under the Company's 1987 
Stock Incentive Plan.  Mr. Hellrung also holds 13,517 shares of 
Class B Stock (which includes fully vested Restricted Stock) and 
4,300 shares of Restricted Stock subject to vesting requirements.  
Pursuant to the Company's Savings Plus Plan, Mr. Hellrung is the 
beneficial owner of 1,900 shares of Common Stock.

Item 6.	Indemnification of Directors and Officers

	Article VIII of the Company's by-laws reads as follows:

	SECTION 1.  RIGHT TO INDEMNIFICATION.  Each person who was 
or is made a party or is threatened to be made a party to or 
is involved in any action, suit or proceeding, whether 
civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), by reason of the fact that he 
or she, or a person of whom he or she is the legal 
representative, is or was a director or officer, of the 
Corporation or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of 
another corporation or of a partnership, joint venture, 
trust or other enterprise, including service with respect to 
employee benefit plans, whether the basis of such proceeding 
is alleged action in an official capacity as a director, 
officer, employee or agent or in any other capacity while 
serving as a director, officer, employee or agent, shall be 
indemnified and held harmless by the Corporation against all 
expense, liability and loss (including attorneys' fees, 
judgments, fines, ERISA excise taxes or penalties and 
amounts paid or to be paid in settlement) reasonably 
incurred or suffered by such person in connection therewith 
and such indemnification shall continue as to a person who 
has ceased to be a director, officer, employee or agent and 
shall inure to the benefit of his or her heirs, executors 
and administrators; provided, however, that no 
indemnification may be made to or on behalf of any director 
or officer if a judgment or other final adjudication adverse 
to the director or officer establishes that his acts were 
committed in bad faith or were the result of active and 
deliberate dishonesty and were material to the cause of 
action so adjudicated, or that he personally gained in fact 
a financial profit or other advantage to which he is not 
legally entitled, and further provided that, except as 
provided in Section 2 hereof, the Corporation shall 
indemnify any such person seeking indemnification in 
connection with a proceeding (or part thereof) initiated by 
such person only if such proceeding (or part thereof) was 
authorized by the Board of Directors of the Corporation.  
The right to indemnification conferred in this Section 1 
shall be a contract right (which shall not be abrogated by 
any amendment or repeal of this Section 1 with respect to 
matters arising prior to such amendment or repeal) and shall 
include the right to be paid by the Corporation the expenses 
incurred in defending any such proceeding in advance of its 
final disposition; provided, however, that the payment of 
such expenses incurred by a director or officer in his or 
her capacity as a director or officer (and not in any other 
capacity in which service was or is rendered by such person 
while a director or officer, including, without limitation, 
service to an employee benefit plan) in advance of the final 
disposition of a proceeding, shall be made only upon 
delivery to the Corporation of an undertaking, by or on 
behalf of such director or officer, to repay all amounts so 
advanced if it shall ultimately be determined that such 
director or officer is not entitled to be indemnified under 
this Section 1 or otherwise.  The Corporation may, by action 
of its Board of Directors, provide indemnification to 
employees and agents of the corporation with the same scope 
and effect as the foregoing indemnification of directors and 
officers.

	SECTION 2.  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim 
under Section 1 is not paid in fully by the Corporation 
within thirty days after a written claim has been received 
by the Corporation, the claimant may at any time thereafter 
bring suit against the Corporation to recover the unpaid 
amount of the claim and, if successful in whole or in part, 
the claimant shall be entitled to be paid also the expense 
of prosecuting such claim.  It shall be a defense to any 
such action (other than an action brought to enforce a claim 
for expenses incurred in defending any proceeding in advance 
of its final disposition where the required undertaking has 
been tendered to the Corporation) that the claimant has not 
met the standards of conduct which make it permissible under 
Section 1 for the Corporation to indemnify the claimant for 
the amount claimed, but the burden of providing such defense 
shall be on the Corporation.  Neither the failure of the 
Corporation (including its Board of Directors, independent 
legal counsel, or its shareholders) to have made a 
determination prior to the commencement of such action that 
indemnification of the claimant is proper in the 
circumstances because he or she has met the applicable 
standard of conduct set forth in Section 1, nor an actual 
determination by the Corporation (including its Board of 
Directors, independent legal counsel, or its shareholders) 
that the claimant has not met such applicable standard of 
conduct, shall be a defense to the action or create a 
presumption that the claimant has not met the applicable 
standard of conduct.

	SECTION 3.  NON-EXCLUSIVITY OF RIGHTS.  The right to 
indemnification and the payment or expense incurred in 
defending a proceeding in advance of its final disposition 
conferred in this Article shall be exclusive of any other 
right which any person may have or hereafter acquire under 
any statute, provision of the certificate of incorporation, 
by-laws, agreement, vote or shareholders or disinterested 
directors or otherwise.

	SECTION 4.  INSURANCE.  The Corporation may maintain 
insurance, at its expense, to protect itself and any 
director, officer, employee or agent of the Corporation or 
another corporation, partnership, joint venture, trust or 
other enterprise against any such expense, liability or 
loss, whether or not the Corporation would have the power to 
indemnify such person against such expense, liability or 
loss under this Article or applicable law.

	As authorized by New York law, the Company has purchased 
insurance insuring it against amounts which it might incur 
as a result of its indemnification of officers and directors 
for certain liabilities they might incur, and insuring such 
officers and directors for additional liabilities against 
which they may not be indemnified by the Company.

	Reference is made to Sections 721-726 of the New York State 
Business Corporation Law for a description of the extent to 
which indemnification of officers and directors is permitted 
under New York Law.


Item 7.	Exemption from Registration Claimed.

	Not applicable.


Item 8.	Exhibits.

	See Exhibit Index.


Item 9.	Undertakings.

	(a)	The undersigned registrant hereby undertakes:

     (1)	To file, during any period in which offers or 
         sales are being made, a post-effective amendment 
         to this registration statement:

         (i)	  To include any prospectus required by 
               Section 10(a)(3) of the Securities Act of 
               1933;

         (ii)	 To reflect in the prospectus any facts or 
               events arising after the effective date of 
               the registration statement (or the most 
               recent post-effective amendment thereof) 
               which, individually or in the aggregate, 
               represent a fundamental change in the 
               information set forth in the registration 
               statement.  Notwithstanding the foregoing, 
               any increase or decrease in volume of 
               securities offered (if the total dollar 
               value of securities offered would not 
               exceed that which was registered) and any 
               deviation from the low or high end of the 
               estimated maximum offering range may be 
               reflected in the form of prospectus filed 
               with the Commission pursuant to Rule 424(b) 
               if, in the aggregate, the changes in volume 
               and price represent no more than 20 percent 
               change in the maximum aggregate offering 
               price set forth in the "Calculation of 
               Registration Fee" table in the effective 
               registration statement; and

         (iii)	To include any material information with 
               respect to the plan of distribution not 
               previously disclosed in the registration 
               statement or any material change to such 
               information in the registration statement; 
               provided, however, that paragraphs (1)(i) 
               and (1)(ii) do not apply if the 
               registration statement is on Form S-3, Form 
               S-8 or Form F-3, and the information 
               required to be included in a post-effective 
               amendment by those paragraphs is contained 
               in periodic reports filed with or furnished 
               to the Commission by the Registrant 
               pursuant to Section 13 or Section 15(d) of 
               the Securities Exchange Act of 1934 that 
               are incorporated by reference in the 
               registration statement.

        (2)	That, for the purpose of determining any liability 
            under the Securities Act of 1933, each such post-
            effective amendment shall be deemed to be a new 
            registration statement relating to the securities 
            offered therein, and the offering of such 
            securities at that time shall be deemed to be the 
            initial bona fide offering thereof.

        (3)	To remove from registration by means of a post-
            effective amendment any of the securities being 
            registered which remain unsold at the termination 
            of the offering.

    (b)	The undersigned registrant hereby undertakes that, for 
        the purposes of determining liability under the 
        Securities Act of 1933, each filing of the registrant's 
        annual report pursuant to Section 13(a) or Section 
        15(d) of the Securities Exchange Act of 1934 (and, 
        where applicable, each filing of an employee benefit 
        plan's annual report pursuant to Section 15(d) of the 
        Securities Exchange Act of 1934) that is incorporated 
        by reference in the registration statement relating to 
        the securities offered therein, and the offering of 
        such securities at that time shall be deemed to be the 
        initial bona fide offering thereof.

    (c)	Insofar as indemnification for liabilities arising 
        under the Securities Act of 1933 may be permitted to 
        directors, officers and controlling persons of the 
        registrant pursuant to the foregoing provisions, or 
        otherwise, the registrant has been advised that in the 
        opinion of the Securities and Exchange Commission such 
        indemnification is against public policy as expressed 
        in the Act and is, therefore, unenforceable.  In the 
        event that a claim for indemnification against such 
        liabilities (other than the payment by the registrant 
        of expenses incurred or paid by a director, officer or 
        controlling person of the registrant in the successful 
        defense of any action, suit or proceeding) is asserted 
        by such director, officer or controlling person in 
        connection with the securities being registered, the 
        registrant will, unless in the opinion of its counsel 
        the matter has been settled by controlling precedent, 
        submit to a court of appropriate jurisdiction the 
        question whether such indemnification by it is against 
        public policy as expressed in the Act and will be 
        governed by the final adjudication of such issue.

<PAGE>
                            EXHIBIT INDEX



SEC Exhibit                     Exhibit No.            Location


I.	Instruments Defining the        (4) 
Rights of Security Holders

	A.	Company's Certificate of                           Incorporated by 
    Incorporation and By-                              reference to
    Laws                                               Exhibit(3)-a of 
                                                       the Company's 
                                                       Form 10-K for 
                                                       fiscal year 
                                                       ended December 28, 
                                                       1986.


	B.	The Bausch & Lomb 
    Savings Plus Plan                                  Page


II.			Opinion of                    (5)                Page
   	  Stephen A. Hellrung, Esq.


III.	Consent of                     (24)               Page
   		Price Waterhouse LLP


IV.		Powers of Attorney             (25)               Page


V.		Subsidiaries of the             (28)               Exhibit 22 to
    Registrant                                         the Company's 
                                                       Form 10-K for 
                                                       the fiscal year 
                                                       ended December 
                                                       30, 1995.


<PAGE>

                              EXHIBIT II


December 17, 1996


Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York  14604-2701


Gentlemen:

I am General Counsel to Bausch & Lomb Incorporated (the 
"Company"), and in such capacity have examined the Registration 
Statement on Form S-8 to which this is an exhibit, to be filed 
with the Securities and Exchange Commission in connection with 
the registration under the Securities Act of 1933, as amended, of 
125,000 shares of the Company's common stock, par value $.40 per 
share, and of an indeterminate amount of interests to be offered 
or sold pursuant to the Bausch & Lomb Savings Plus Plan (the 
"Plan"), all as described more fully in said Registration 
Statement.  I have also examined copies of the Articles of 
Incorporation, as amended, the By-laws of the Company and the 
Plan.  In addition, I have made such other examinations and have 
ascertained or verified to my satisfaction such additional facts 
as I deem pertinent under the circumstances.

On the basis of such examinations, I am of the opinion that:

1.	The Company is a corporation duly organized and existing 
under the laws of the State of New York with corporate power 
to own and operate the property now owned by it.

2.	All legal and corporate proceedings necessary to the 
authorization and issuance of the common shares heretofore 
issued have been duly taken and such common shares have been 
legally issued, and when utilized for the purposes of the 
Plan according to the provisions thereof, will be legally 
issued, fully paid and nonassessable outstanding common 
shares of the Company.

I consent to the filing of this opinion as an Exhibit to the 
registration statement for the common stock to be issued under 
the Plan.

Very truly yours,




SAH:mb

<PAGE>

                              EXHIBIT III

                    CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 of our report dated January 
23, 1996, which appears on page 65 of the 1995 Annual Report to 
Shareholders of Bausch & Lomb Incorporated, which is incorporated 
by reference in Bausch & Lomb Incorporated's Annual Report on 
Form 10-K for the year ended December 30, 1995.  We also consent 
to the incorporation by reference of our report on the Financial 
Statement Schedules, which appears as Exhibit 24 of such Annual 
Report on Form 10-K.




PRICE WATERHOUSE

December 17, 1996
Rochester, New York

<PAGE>
                              SIGNATURES



	The Registrant.  Pursuant to the requirements of the 
Securities Act of 1933, the registrant certifies that it has 
reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8, and has duly caused this 
registration statement to be signed on its behalf by the 
undersigned thereunto duly authorized, in the City of Rochester, 
and the State of New York, on this 17th day of December, 1996.


BAUSCH & LOMB INCORPORATED

By: /s/ William H. Waltrip
   	William H. Waltrip
	   Chairman of the Board and
   	Chief Executive Officer


	Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed below by the 
following persons in the capacities and on the dates indicated.


                                 						Principal Executive Officer

Date:  December 17, 1996		             By: /s/ William H. Waltrip
							                                    William H. Waltrip
							                                    Chairman of the Board,
							                                    Chief Executive Officer 
						                                    	and Director


                                 						Principal Financial Officer

Date:  December 17, 1996		             By: /s/ Stephen C. McCluski
							                                    Stephen C. McCluski
							                                    Senior Vice President - 
						                                    	Finance


Date:  December 17, 1996		             Controller

                                 						By: /s/ Jurij Z. Kushner
							                                    Jurij Z. Kushner
							                                    Vice President and 
							                                    Controller

<PAGE>
                            POWER OF ATTORNEY



	KNOW ALL MEN BY THESE PRESENTS, that the undersigned 
director(s) of Bausch & Lomb Incorporated, a New York 
corporation, hereby constitute(s) and appoint(s) William H. 
Waltrip and Stephen A. Hellrung, or either one of them, his, or 
their respective, true and lawful attorney's-in-fact and agents, 
each with full power and authority to act as such without the 
other, to do any and all acts and things and to execute any and 
all instruments which either of said attorneys-in-fact and agents 
may deem necessary or advisable to enable said Company to comply 
with the Securities Act of 1933, as amended, and with any 
regulations, rules or requirements of the Securities and Exchange 
Commission thereunder in connection with any Registration 
Statements filed under said Act, covering any offering of 
securities made, or deemed to be made, in connection with the 
Bausch & Lomb Incorporated, the Bausch & Lomb Savings Plus Plan, 
as it may from time to time be amended, and any other stock plan 
of said Company, or any of them, including the offering of any 
Bausch & Lomb Incorporated Common Stock or other securities 
thereunder, and including specifically, but without limitation of 
the foregoing power and authority, to sign the name(s) of the 
undersigned to said Registration Statements and to any amendment 
or amendments thereto filed with said commission under said Act 
in such connection, the undersigned hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or either 
of them shall do or cause to be done by virtue hereof.

	IN WITNESS WHEREOF, this instrument has been signed and 
delivered by the undersigned as of this 5th day of August, 1996.


/s/ Franklin E. Agnew				             /s/ John R. Purcell
Franklin E. Agnew					                John R. Purcell

/s/ William Balderston III			         /s/ Linda Johnson Rice
William Balderston III				            Linda Johnson Rice	

/s/ Bradford R. Boss		              		/s/ Alvin W. Trivelpiece
Bradford R. Boss					                 Alvin W. Trivelpiece

/s/ William M. Carpenter	          			/s/ Kenneth L. Wolfe
William M. Carpenter				              Kenneth L. Wolfe

/s/ Ruth R. McMullin
Ruth R. McMullin

<PAGE>

                             DIRECTORS



Franklin E. Agnew

William Balderston III

Bradford R. Boss

William M. Carpenter

Ruth R. McMullin

John R. Purcell

Linda Johnson Rice

Alvin W. Trivelpiece, Ph.D.

Kenneth L. Wolfe



By: /s/ William H. Waltrip			                   December 17, 1996
	   William H. Waltrip
	   Attorney-in-Fact and
	   Chairman of the Board

<PAGE>

THE PLAN.  Pursuant to the requirements of the Securities Act of 
1933, the Trustees (or other persons who administer the employee 
benefit plan) have duly caused this registration statement to be 
signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Rochester, State of New York, on 
December 17, 1996.


BAUSCH & LOMB SAVINGS PLUS PLAN


By:  Employee Benefits Administrative Committee


/s/ Daryl M. Dickson
Daryl M. Dickson, Chair


/s/ Alan H. Resnick
Alan H. Resnick


/s/ Stephen C. McCluski
Stephen C. McCluski


/s/ Stephen A. Hellrung
Stephen A. Hellrung


/s/ William M. Carpenter
William M. Carpenter


Being all the members of the Bausch & Lomb Employee Benefits 
Administrative Committee.
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The registrant requests that the 
                                          registration statement become 
                                          effective immediately upon filing 
                                          pursuant to Securities Act Rule 
                                          462.

                                          Registration No. 33-__________

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            ____________

                             FORM S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                            ____________

                      BAUSCH & LOMB INCORPORATED
          (Exact name of issuer as specified in its charter)

	          	NEW YORK			                       16-0345235
  (State or other jurisdiction		           (I.R.S. Employer
of incorporation or organization)		       Identification No.)

         ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK  14604-2701
          (Address of principal executive offices and zip code)

                   THE BAUSCH & LOMB SAVINGS PLUS PLAN
                           (Full title of plan)

                              ____________

                           STEPHEN A. HELLRUNG
             Senior Vice President, Secretary and General Counsel
                       Bausch & Lomb Incorporated
                        One Bausch & Lomb Place
                    Rochester, New York  14604-2701
                 (Name and address of agent for service)

                Telephone number, including area code,
                of agent for service:  (716) 338-6000
CALCULATION OF REGISTRATION FEE

                                             Proposed
Title of                        Proposed     Maximum
Securities      Amount to       Offering     Aggregate   Amount of
to be           be              Price Per    Offering    Registration
Registered      Registered(1)   Share (2)    Price       Fee

Common 
Stock,
$.40 par        125,000         $36.375      $4,546,875  $1,377.84     
value           shares

________________________

(1)	In addition, pursuant to Rule 416(c) under the Securities 
Act of 1993, this Registration Statement covers an 
indeterminant amount of interests to be offered or sold 
pursuant to the Bausch & Lomb Savings Plus Plan. 

(2)	Estimated on the basis of the average of the high and low 
prices of Bausch & Lomb Common Stock reported on the New 
York Stock Exchange for December 12, 1996, solely for the 
purpose of determining the registration fee pursuant to Rule 
457(c).
PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.	Plan Information.

	*

Item 2.	Registrant Information and Employee Plan Annual 
Information

	*

____________

*	All documents furnished to participants in the BAUSCH & LOMB 
INCORPORATED SAVINGS PLUS PLAN pursuant to Rule 428 and 
containing the information required by Part I of Form S-8 
under the Securities Act of 1933 are on file at the 
Registrant's principal executive offices.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

	The following documents, which have been filed by the 
Company with the Securities and Exchange Commission, are 
incorporated in this Registration Statement by reference:

	1.	The Company's Annual Report on Form 10-K for the fiscal 
year ended December 30, 1995; and

	2.	All other reports filed by the Company pursuant to 
Section 13(a) and 15(d) of the Securities Exchange Act of 1934 
since December 30, 1995.

	3.	The class of Securities is described in Exhibit (3)-a 
of the Company's Form 10-K for the fiscal year ended December 28, 
1986.

	All documents subsequently filed by the Company pursuant to 
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934, prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in this Registration Statement 
and to be a part hereof from the date of filing of such 
documents.

Item 4.	Description of Securities.

	Not applicable.

Item 5.	Interests of Named Experts and Counsel

	Stephen A. Hellrung, Senior Vice President, Secretary and 
General Counsel to the Company, One Bausch & Lomb Place, 
Rochester, New York, has passed upon the legality under the law 
of New York, the state in which the Company is incorporated, of 
the Common Stock of the Company being offered hereby.  Mr. 
Hellrung is the beneficial owner of options to purchase 61,300 
shares of Class B Stock granted under the Company's 1990 Stock 
Incentive Plan, only 38,145 of which are currently exercisable.  
In addition, he is the beneficial owner of options to purchase 
16,858 shares of Class B Stock granted under the Company's 1987 
Stock Incentive Plan.  Mr. Hellrung also holds 13,517 shares of 
Class B Stock (which includes fully vested Restricted Stock) and 
4,300 shares of Restricted Stock subject to vesting requirements.  
Pursuant to the Company's Savings Plus Plan, Mr. Hellrung is the 
beneficial owner of 1,900 shares of Common Stock.

Item 6.	Indemnification of Directors and Officers

	Article VIII of the Company's by-laws reads as follows:

	SECTION 1.  RIGHT TO INDEMNIFICATION.  Each person who was 
or is made a party or is threatened to be made a party to or 
is involved in any action, suit or proceeding, whether 
civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), by reason of the fact that he 
or she, or a person of whom he or she is the legal 
representative, is or was a director or officer, of the 
Corporation or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of 
another corporation or of a partnership, joint venture, 
trust or other enterprise, including service with respect to 
employee benefit plans, whether the basis of such proceeding 
is alleged action in an official capacity as a director, 
officer, employee or agent or in any other capacity while 
serving as a director, officer, employee or agent, shall be 
indemnified and held harmless by the Corporation against all 
expense, liability and loss (including attorneys' fees, 
judgments, fines, ERISA excise taxes or penalties and 
amounts paid or to be paid in settlement) reasonably 
incurred or suffered by such person in connection therewith 
and such indemnification shall continue as to a person who 
has ceased to be a director, officer, employee or agent and 
shall inure to the benefit of his or her heirs, executors 
and administrators; provided, however, that no 
indemnification may be made to or on behalf of any director 
or officer if a judgment or other final adjudication adverse 
to the director or officer establishes that his acts were 
committed in bad faith or were the result of active and 
deliberate dishonesty and were material to the cause of 
action so adjudicated, or that he personally gained in fact 
a financial profit or other advantage to which he is not 
legally entitled, and further provided that, except as 
provided in Section 2 hereof, the Corporation shall 
indemnify any such person seeking indemnification in 
connection with a proceeding (or part thereof) initiated by 
such person only if such proceeding (or part thereof) was 
authorized by the Board of Directors of the Corporation.  
The right to indemnification conferred in this Section 1 
shall be a contract right (which shall not be abrogated by 
any amendment or repeal of this Section 1 with respect to 
matters arising prior to such amendment or repeal) and shall 
include the right to be paid by the Corporation the expenses 
incurred in defending any such proceeding in advance of its 
final disposition; provided, however, that the payment of 
such expenses incurred by a director or officer in his or 
her capacity as a director or officer (and not in any other 
capacity in which service was or is rendered by such person 
while a director or officer, including, without limitation, 
service to an employee benefit plan) in advance of the final 
disposition of a proceeding, shall be made only upon 
delivery to the Corporation of an undertaking, by or on 
behalf of such director or officer, to repay all amounts so 
advanced if it shall ultimately be determined that such 
director or officer is not entitled to be indemnified under 
this Section 1 or otherwise.  The Corporation may, by action 
of its Board of Directors, provide indemnification to 
employees and agents of the corporation with the same scope 
and effect as the foregoing indemnification of directors and 
officers.

	SECTION 2.  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim 
under Section 1 is not paid in fully by the Corporation 
within thirty days after a written claim has been received 
by the Corporation, the claimant may at any time thereafter 
bring suit against the Corporation to recover the unpaid 
amount of the claim and, if successful in whole or in part, 
the claimant shall be entitled to be paid also the expense 
of prosecuting such claim.  It shall be a defense to any 
such action (other than an action brought to enforce a claim 
for expenses incurred in defending any proceeding in advance 
of its final disposition where the required undertaking has 
been tendered to the Corporation) that the claimant has not 
met the standards of conduct which make it permissible under 
Section 1 for the Corporation to indemnify the claimant for 
the amount claimed, but the burden of providing such defense 
shall be on the Corporation.  Neither the failure of the 
Corporation (including its Board of Directors, independent 
legal counsel, or its shareholders) to have made a 
determination prior to the commencement of such action that 
indemnification of the claimant is proper in the 
circumstances because he or she has met the applicable 
standard of conduct set forth in Section 1, nor an actual 
determination by the Corporation (including its Board of 
Directors, independent legal counsel, or its shareholders) 
that the claimant has not met such applicable standard of 
conduct, shall be a defense to the action or create a 
presumption that the claimant has not met the applicable 
standard of conduct.

	SECTION 3.  NON-EXCLUSIVITY OF RIGHTS.  The right to 
indemnification and the payment or expense incurred in 
defending a proceeding in advance of its final disposition 
conferred in this Article shall be exclusive of any other 
right which any person may have or hereafter acquire under 
any statute, provision of the certificate of incorporation, 
by-laws, agreement, vote or shareholders or disinterested 
directors or otherwise.

	SECTION 4.  INSURANCE.  The Corporation may maintain 
insurance, at its expense, to protect itself and any 
director, officer, employee or agent of the Corporation or 
another corporation, partnership, joint venture, trust or 
other enterprise against any such expense, liability or 
loss, whether or not the Corporation would have the power to 
indemnify such person against such expense, liability or 
loss under this Article or applicable law.

	As authorized by New York law, the Company has purchased 
insurance insuring it against amounts which it might incur 
as a result of its indemnification of officers and directors 
for certain liabilities they might incur, and insuring such 
officers and directors for additional liabilities against 
which they may not be indemnified by the Company.

	Reference is made to Sections 721-726 of the New York State 
Business Corporation Law for a description of the extent to 
which indemnification of officers and directors is permitted 
under New York Law.

Item 7.	Exemption from Registration Claimed.

	Not applicable.

Item 8.	Exhibits.

	See Exhibit Index.

Item 9.	Undertakings.

	(a)	The undersigned registrant hereby undertakes:

     (1)	To file, during any period in which offers or 
         sales are being made, a post-effective amendment 
         to this registration statement:

         (i)	  To include any prospectus required by 
               Section 10(a)(3) of the Securities Act of 
               1933;

         (ii)	 To reflect in the prospectus any facts or 
               events arising after the effective date of 
               the registration statement (or the most 
               recent post-effective amendment thereof) 
               which, individually or in the aggregate, 
               represent a fundamental change in the 
               information set forth in the registration 
               statement.  Notwithstanding the foregoing, 
               any increase or decrease in volume of 
               securities offered (if the total dollar 
               value of securities offered would not 
               exceed that which was registered) and any 
               deviation from the low or high end of the 
               estimated maximum offering range may be 
               reflected in the form of prospectus filed 
               with the Commission pursuant to Rule 424(b) 
               if, in the aggregate, the changes in volume 
               and price represent no more than 20 percent 
               change in the maximum aggregate offering 
               price set forth in the "Calculation of 
               Registration Fee" table in the effective 
               registration statement; and

         (iii)	To include any material information with 
               respect to the plan of distribution not 
               previously disclosed in the registration 
               statement or any material change to such 
               information in the registration statement; 
               provided, however, that paragraphs (1)(i) 
               and (1)(ii) do not apply if the 
               registration statement is on Form S-3, Form 
               S-8 or Form F-3, and the information 
               required to be included in a post-effective 
               amendment by those paragraphs is contained 
               in periodic reports filed with or furnished 
               to the Commission by the Registrant 
               pursuant to Section 13 or Section 15(d) of 
               the Securities Exchange Act of 1934 that 
               are incorporated by reference in the 
               registration statement.

        (2)	That, for the purpose of determining any liability 
            under the Securities Act of 1933, each such post-
            effective amendment shall be deemed to be a new 
            registration statement relating to the securities 
            offered therein, and the offering of such 
            securities at that time shall be deemed to be the 
            initial bona fide offering thereof.

        (3)	To remove from registration by means of a post-
            effective amendment any of the securities being 
            registered which remain unsold at the termination 
            of the offering.

    (b)	The undersigned registrant hereby undertakes that, for 
        the purposes of determining liability under the 
        Securities Act of 1933, each filing of the registrant's 
        annual report pursuant to Section 13(a) or Section 
        15(d) of the Securities Exchange Act of 1934 (and, 
        where applicable, each filing of an employee benefit 
        plan's annual report pursuant to Section 15(d) of the 
        Securities Exchange Act of 1934) that is incorporated 
        by reference in the registration statement relating to 
        the securities offered therein, and the offering of 
        such securities at that time shall be deemed to be the 
        initial bona fide offering thereof.

    (c)	Insofar as indemnification for liabilities arising 
        under the Securities Act of 1933 may be permitted to 
        directors, officers and controlling persons of the 
        registrant pursuant to the foregoing provisions, or 
        otherwise, the registrant has been advised that in the 
        opinion of the Securities and Exchange Commission such 
        indemnification is against public policy as expressed 
        in the Act and is, therefore, unenforceable.  In the 
        event that a claim for indemnification against such 
        liabilities (other than the payment by the registrant 
        of expenses incurred or paid by a director, officer or 
        controlling person of the registrant in the successful 
        defense of any action, suit or proceeding) is asserted 
        by such director, officer or controlling person in 
        connection with the securities being registered, the 
        registrant will, unless in the opinion of its counsel 
        the matter has been settled by controlling precedent, 
        submit to a court of appropriate jurisdiction the 
        question whether such indemnification by it is against 
        public policy as expressed in the Act and will be 
        governed by the final adjudication of such issue.
EXHIBIT INDEX

SEC Exhibit                     Exhibit No.            Location

I.	Instruments Defining the        (4) 
Rights of Security Holders

	A.	Company's Certificate of                           Incorporated by 
    Incorporation and By-                              reference to
    Laws                                               Exhibit(3)-a of 
                                                       the Company's 
                                                       Form 10-K for 
                                                       fiscal year 
                                                       ended December 28, 
                                                       1986.

	B.	The Bausch & Lomb 
    Savings Plus Plan                                  Page

II.			Opinion of                    (5)                Page
   	  Stephen A. Hellrung, Esq.

III.	Consent of                     (24)               Page
   		Price Waterhouse LLP

IV.		Powers of Attorney             (25)               Page

V.		Subsidiaries of the             (28)               Exhibit 22 to
    Registrant                                         the Company's 
                                                       Form 10-K for 
                                                       the fiscal year 
                                                       ended December 
                                                       30, 1995.
EXHIBIT II

December 17, 1996

Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York  14604-2701

Gentlemen:

I am General Counsel to Bausch & Lomb Incorporated (the 
"Company"), and in such capacity have examined the Registration 
Statement on Form S-8 to which this is an exhibit, to be filed 
with the Securities and Exchange Commission in connection with 
the registration under the Securities Act of 1933, as amended, of 
125,000 shares of the Company's common stock, par value $.40 per 
share, and of an indeterminate amount of interests to be offered 
or sold pursuant to the Bausch & Lomb Savings Plus Plan (the 
"Plan"), all as described more fully in said Registration 
Statement.  I have also examined copies of the Articles of 
Incorporation, as amended, the By-laws of the Company and the 
Plan.  In addition, I have made such other examinations and have 
ascertained or verified to my satisfaction such additional facts 
as I deem pertinent under the circumstances.

On the basis of such examinations, I am of the opinion that:

1.	The Company is a corporation duly organized and existing 
under the laws of the State of New York with corporate power 
to own and operate the property now owned by it.

2.	All legal and corporate proceedings necessary to the 
authorization and issuance of the common shares heretofore 
issued have been duly taken and such common shares have been 
legally issued, and when utilized for the purposes of the 
Plan according to the provisions thereof, will be legally 
issued, fully paid and nonassessable outstanding common 
shares of the Company.

I consent to the filing of this opinion as an Exhibit to the 
registration statement for the common stock to be issued under 
the Plan.

Very truly yours,

SAH:mb
EXHIBIT III

                    CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 of our report dated January 
23, 1996, which appears on page 65 of the 1995 Annual Report to 
Shareholders of Bausch & Lomb Incorporated, which is incorporated 
by reference in Bausch & Lomb Incorporated's Annual Report on 
Form 10-K for the year ended December 30, 1995.  We also consent 
to the incorporation by reference of our report on the Financial 
Statement Schedules, which appears as Exhibit 24 of such Annual 
Report on Form 10-K.

PRICE WATERHOUSE

December 17, 1996
Rochester, New York
SIGNATURES

	The Registrant.  Pursuant to the requirements of the 
Securities Act of 1933, the registrant certifies that it has 
reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8, and has duly caused this 
registration statement to be signed on its behalf by the 
undersigned thereunto duly authorized, in the City of Rochester, 
and the State of New York, on this 17th day of December, 1996.

BAUSCH & LOMB INCORPORATED

By: /s/ William H. Waltrip
   	William H. Waltrip
	   Chairman of the Board and
   	Chief Executive Officer

	Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed below by the 
following persons in the capacities and on the dates indicated.

                                 						Principal Executive Officer

Date:  December 17, 1996		             By: /s/ William H. Waltrip
							                                    William H. Waltrip
							                                    Chairman of the Board,
							                                    Chief Executive Officer 
						                                    	and Director

                                 						Principal Financial Officer

Date:  December 17, 1996		             By: /s/ Stephen C. McCluski
							                                    Stephen C. McCluski
							                                    Senior Vice President - 
						                                    	Finance

Date:  December 17, 1996		             Controller

                                 						By: /s/ Jurij Z. Kushner
							                                    Jurij Z. Kushner
							                                    Vice President and 
							                                    Controller
POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned 
director(s) of Bausch & Lomb Incorporated, a New York 
corporation, hereby constitute(s) and appoint(s) William H. 
Waltrip and Stephen A. Hellrung, or either one of them, his, or 
their respective, true and lawful attorney's-in-fact and agents, 
each with full power and authority to act as such without the 
other, to do any and all acts and things and to execute any and 
all instruments which either of said attorneys-in-fact and agents 
may deem necessary or advisable to enable said Company to comply 
with the Securities Act of 1933, as amended, and with any 
regulations, rules or requirements of the Securities and Exchange 
Commission thereunder in connection with any Registration 
Statements filed under said Act, covering any offering of 
securities made, or deemed to be made, in connection with the 
Bausch & Lomb Incorporated, the Bausch & Lomb Savings Plus Plan, 
as it may from time to time be amended, and any other stock plan 
of said Company, or any of them, including the offering of any 
Bausch & Lomb Incorporated Common Stock or other securities 
thereunder, and including specifically, but without limitation of 
the foregoing power and authority, to sign the name(s) of the 
undersigned to said Registration Statements and to any amendment 
or amendments thereto filed with said commission under said Act 
in such connection, the undersigned hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or either 
of them shall do or cause to be done by virtue hereof.

	IN WITNESS WHEREOF, this instrument has been signed and 
delivered by the undersigned as of this 5th day of August, 1996.

/s/ Franklin E. Agnew				             /s/ John R. Purcell
Franklin E. Agnew					                John R. Purcell

/s/ William Balderston III			         /s/ Linda Johnson Rice
William Balderston III				            Linda Johnson Rice	

/s/ Bradford R. Boss		              		/s/ Alvin W. Trivelpiece
Bradford R. Boss					                 Alvin W. Trivelpiece

/s/ William M. Carpenter	          			/s/ Kenneth L. Wolfe
William M. Carpenter				              Kenneth L. Wolfe

/s/ Ruth R. McMullin
Ruth R. McMullin
DIRECTORS

Franklin E. Agnew

William Balderston III

Bradford R. Boss

William M. Carpenter

Ruth R. McMullin

John R. Purcell

Linda Johnson Rice

Alvin W. Trivelpiece, Ph.D.

Kenneth L. Wolfe

By: /s/ William H. Waltrip			                   December 17, 1996
	   William H. Waltrip
	   Attorney-in-Fact and
	   Chairman of the Board
THE PLAN.  Pursuant to the requirements of the Securities Act of 
1933, the Trustees (or other persons who administer the employee 
benefit plan) have duly caused this registration statement to be 
signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Rochester, State of New York, on 
December 17, 1996.

BAUSCH & LOMB SAVINGS PLUS PLAN

By:  Employee Benefits Administrative Committee

/s/ Daryl M. Dickson
Daryl M. Dickson, Chair

/s/ Alan H. Resnick
Alan H. Resnick

/s/ Stephen C. McCluski
Stephen C. McCluski

/s/ Stephen A. Hellrung
Stephen A. Hellrung

/s/ William M. Carpenter
William M. Carpenter

Being all the members of the Bausch & Lomb Employee Benefits 
Administrative Committee.