As filed with the Securities and Exchange Commission on October 3,
      1995
                                                  Registration No. 33-       


                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        under
                              THE SECURITIES ACT OF 1933

                                   C. R. BARD, INC.
                (Exact name of registrant as specified in its charter)
           New Jersey                                  22-1454160     
           (State of                        (I.R.S. Employer Identification
         incorporation)                                   No.)

                                   730 Central Avenue
                           Murray Hill, New Jersey  07974     
            (Address, including zip code, of principal executive offices)

                    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
            MedChem Products, Inc. Amended and Restated Stock Option Plan
                              (Full title of the plans)
                                Richard A. Flink, Esq.
                                   C. R. Bard, Inc.
                                  730 Central Avenue
                            Murray Hill, New Jersey  07974    
                       (Name and address of agent for service)

                                       (908) 277-8000         
            (Telephone Number, including area code, of agent for service)

                 Copies of all notices, orders and communication to:
                             Philip T. Ruegger III, Esq.
                              Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                              New York, New York  10017
                                    (212) 455-2000
                                                              

                           CALCULATION OF REGISTRATION FEE

                                            Proposed     Proposed     Amount
                                  Amount     maximum      maximum       of
                                   to be     offering    aggregate   registra
        Title of securities to   registere    price      offering      tion
             be registered           d       per unit    price (1)   fee (1)
                                               (1)
        Common Stock, par
        value $.25 per                                  $17,327,18
          share . . . . . . .     584,884    $29.625    8.50         $5,975 

        Common Stock Purchase     584,884      (2)          (2)        (2)
        Rights  . . . . . . .  
<PAGE>

        (1)   Calculated pursuant to Rule 457(c) under the Securities Act of
              1933, as amended, solely for the purpose of calculating the
              registration fee on the basis of the average of the high and
              low sales price of the Registrant's Common Stock on the New
              York Stock Exchange - Composite Tape on September 27, 1995.

        (2)   Common Stock Purchase Rights currently are attached to and
              trade with the Common Stock of the Registrant.  Value
              attributable to such Rights, if any, is reflected in the
              market price of the Common Stock, and such Rights would be
              issued for no additional consideration.  Accordingly, there is
              no offering price for the Rights and no registration fee is
              required.
                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


          Item 3.   Incorporation of Documents by Reference.

                    Incorporated by reference into this Registration
          Statement and deemed to be a part hereof are the following
          documents heretofore filed by the Registrant with the Securities
          and Exchange Commission (the "Commission") pursuant to the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"): 
          (a) Annual Report on Form 10-K for the fiscal year ended December
          31, 1994 (which incorporates by reference certain information
          from C. R. Bard, Inc.'s Proxy Statement relating to the 1995
          Annual Meeting of Shareholders), as amended by a Form 10-K/A,
          filed on March 23, 1995, (b) Quarterly Report on Form 10-Q for
          the quarter ended March 31, 1995, (c) Quarterly Report on Form
          10-Q for the quarter ended June 30, 1995, as amended by a Form
          10-Q/A, filed on September 21, 1995, (d) Current Report on Form 
          8-K dated May 31, 1995 and (e) Current Report on Form 8-K dated
          July 6, 1995.

                    All documents subsequently filed by the Registrant with
          the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
          the Exchange Act before the filing of a post-effective amendment
          which indicates that all securities offered hereby 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.  Any statement contained in a document incorporated or
          deemed to be incorporated by reference herein shall be deemed to
          be modified or superseded for purposes of this Registration
          Statement to the extent that a statement contained herein or in
          any other subsequently filed document which also is or is deemed
          to be incorporated by reference herein modifies or supersedes
          such statement.  Any such statement so modified or superseded
          shall not be deemed, except as so modified or superseded, to
          constitute a part of this Registration Statement.

          Item 4.   Description of Securities.

                    Not applicable.
<PAGE>

          Item 5.   Interests of Named Experts and Counsel.

                    The validity of the shares of Common Stock to which
          this Registration Statement relates will be passed upon for the
          Registrant by Richard A. Flink, Vice President and General
          Counsel of the Registrant. Mr. Flink is paid a salary by the
          Registrant, is a participant in various employee benefit plans
          offered to employees of the Registrant generally and owns and has
          options to purchase shares of the Registrant's Common Stock.

                    The consolidated financial statements of C. R. Bard,
          Inc. incorporated by reference in this Registration Statement
          have been audited by Arthur Andersen LLP, independent public
          accountants, as indicated in their report with respect thereto,
          and are included herein in reliance upon the authority of said
          firm as experts in accounting and auditing.

          Item 6.   Indemnification of Directors and Officers.

                    The New Jersey Business Corporation Act (the "NJBCA")
          provides that a New Jersey corporation has the power to indemnify
          a director or officer against his or her expenses and liabilities
          in connection with any proceeding involving the director or
          officer by reason of his or her being or having been such a
          director or officer, other than a proceeding by or in the right
          of the corporation, if such a director or officer acted in good
          faith and in a manner he or she reasonably believed to be in or
          not opposed to the best interests of the corporation, and with
          respect to any criminal proceeding, such director or officer had
          no reasonable cause to believe his or her conduct was unlawful.

                    In addition, a New Jersey corporation has the power to
          indemnify a director or officer against his or her expenses in
          connection with any proceeding by or in the right of the
          corporation to procure a judgment in its favor which involves the
          director or officer by reason of his or her being or having been
          such a director or officer, if such director or officer acted in
          good faith and in a manner he or she reasonably believed to be in
          or not opposed to the best interests of the corporation; such
          indemnification may be provided only if and to the extent that
          the Superior Court of New Jersey (or other court in which such

                                         II-2
<PAGE>

          proceeding was brought) shall determine, in view of all
          circumstances, that such director or officer is fairly and
          reasonably entitled to indemnify for such expenses.

                    The NJBCA requires a New Jersey corporation to
          indemnify directors and officers against all expense to the
          extent that such directors or officers have been successful on
          the merits or otherwise in any proceeding involving such director
          or officer by reason of his or her having been a director or
          officer or in defense of any claim, issue or matter therein.

                    The indemnification and advancement of expenses
          permitted or required by the NJBCA shall not exclude any other
          rights, including the right to be indemnified against liabilities
          and expenses incurred in proceedings by or in the right of the
          corporation. to which a director or officer may be entitled under
          a certificate of incorporation, by-law, agreement, vote of
          stockholders, or otherwise; provided, that no indemnification
          shall be made to or on behalf of a director or officer if a
          judgment or other final adjudication adverse to the director or
          officer establishes that his or her acts or omissions (a) were in
          breach of his or her duty of loyalty to the corporation or its
          stockholders, (b) were not in good faith or involved a knowing
          violation of law or (c) resulted in receipt by the director or
          officer of an improper personal benefit.

                    The Registrant's Restated Certificate of Incorporation
          provides that the corporation shall indemnify in the manner and
          to the extent permitted by the laws of the State of New Jersey,
          and that directors and officers shall not be personally liable to
          the corporation or its stockholders for breach of duty as a
          director or officer, except to the extent and for the duration of
          any period of time such personal liability may not be eliminated
          or limited under the NJBCA. In addition, the Registrant's
          Restated Certificate of Incorporation provides that, subject to
          the provisions of the NJBCA, the directors, and committee members
          appointed by the Board of Directors, shall not be liable in the
          discharge of their duties when relying in good faith upon the
          corporate records and/or competent advice of any type.

          Item 7.   Exemption from Registration Claimed.

                    Not Applicable.

          Item 8.   List of Exhibits.

          Exhibit No.                   Description

          4.1  -    Restated Certificate of Incorporation, as amended, as
                    of April 19, 1989 of C. R. Bard, Inc. (incorporated by
                    reference to Exhibit 3a to C. R. Bard, Inc.'s Annual


                                         II-3
<PAGE>

                    Report on Form 10-K for the year ended December 31,
                    1993).

          4.2  -    By-laws of C. R. Bard, Inc. revised as of April 18,
                    1990 (incorporated by reference to Exhibit 3b to C. R.
                    Bard, Inc.'s Annual Report on form 10-K for the year
                    ended December 31, 1993).

          4.3  -    Rights Agreement, dated as of October 9, 1985, between
                    C. R. Bard, Inc. and Morgan Guaranty Trust Company of
                    New York as Rights Agent (incorporated by reference to
                    Exhibit 4 to C. R. Bard, Inc.'s Annual Report on Form
                    10-K for the year ended December 31, 1993).

          4.4  -    MedChem Products, Inc. 1994 Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 to MedChem
                    Products, Inc.'s Quarterly Report on Form 10-Q for the
                    quarter ended March 31, 1995).

          4.5  -    MedChem Products, Inc. 1993 Stock Option Plan
                    (incorporated by reference to Exhibit 10.24 to 
                    MedChem Products, Inc's Annual Report on Form 10-K for
                    the year ended August 31, 1994).

          *4.6 -    MedChem Products, Inc. 1993 Spin-Off Stock Option Plan.

          4.7  -    MedChem Products, Inc. 1993 Director Stock 
                    Option Plan (incorporated by reference to Exhibit 10.25
                    to MedChem Products, Inc.'s Annual Report on Form 10-K
                    for the year ended August 31, 1994).

          4.8  -    MedChem Products, Inc. Amended and Restated Stock
                    Option Plan (incorporated by reference to Exhibit 4.5
                    to MedChem Products, Inc.'s Registration Statement on
                    Form S-8 (Registration No. 33-47978) filed with the
                    Securities and Exchange Commission on May 19, 1992).

          *5   -    Opinion of Richard A. Flink, Esq.

          *23.1  -  Consent of Arthur Andersen LLP

          *23.2  -  Consent of Richard A. Flink, Esq. (contained in 
                    Exhibit 5).

          *24  -    Powers of Attorney.

                                      

          *    Filed herewith.

          Item 9.   Undertakings.


                                         II-4
<PAGE>

                    (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 1933 Act;

                             (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, represents a fundamental
                         change in the information set forth in the
                         Registration Statement;

                                         II-5
<PAGE>
                  
                            (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 (a)(1)(i) and
                    (a)(1)(ii) do not apply if the Registration Statement
                    is on Form S-3 or Form S-8 and the information required
                    to be included in a post-effective amendment by those
                    paragraphs is contained in periodic reports filed by
                    the Registrant pursuant to section 13 or section 15(d)
                    of the Exchange Act that are incorporated by reference
                    in the Registration Statement.

                         (2)  That, for the purpose of determining any
                    liability under the 1933 Act, 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 purposes of determining any liability under the 1933
               Act, each filing of the Registrant's annual report pursuant
               to section 13(a) or section 15(d) of the Exchange Act (and,
               where applicable, each filing of an employee benefit plan's
               annual report pursuant to section 15(d) of the Exchange Act)
               that is incorporated by reference in the Registration
               Statement 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.

                    (h)  Insofar as indemnification for liabilities arising
               under the 1933 Act 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 Commission such
               indemnification is against public policy as expressed in the
               1933 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,

                                         II-6
<PAGE>

               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 1933 Act and
               will be governed by the final adjudication of such issue.

                                         II-7
<PAGE>

                                      SIGNATURES

                    Pursuant to the requirements of the 1993 Act, the
          Registrant, C. R. Bard, Inc., 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 Borough of New Providence at
          Murray Hill, State of New Jersey, as of the 2nd day of October,
          1995.


                          C. R. BARD, INC.



                          By:   /s/ William H. Longfield                       
                             Name:  William H. Longfield
                             Title: Chairman of the Board,
                                    President and Chief
                                    Executive Officer

                                         II-8
<PAGE>

                    Pursuant to the requirements of the 1933 Act, this
          Registration Statement has been signed below by the following
          persons in the capacities indicated as of October 2, 1995. 


           Signature                    Title


           /s/ William H. Longfield     Chairman of the Board,
              (William H. Longfield)    President, Chief
                                        Executive Officer
                                        (principal executive
                                        officer) and Director 


           /s/ William C. Bopp          Senior Vice President,
              (William C. Bopp)         Chief Financial
                                        Officer (principal
                                        financial officer) and
                                        Director

           /s/ Charles P. Grom          Vice President and
              (Charles P. Grom)         Controller (chief
                                        accounting officer)
                       *              
           (Joseph F. Abely, Jr.)       Director

                       *              
           (William T. Butler, M.D.)    Director
                       *              
           (Raymond B. Carey, Jr.)      Director

                       *              
           (Daniel A. Cronin, Jr.)      Director

                       *              
           (T. Kevin Dunnigan)          Director
                       *              
           (Regina E. Herzlinger)       Director

                       *              
           (Robert P. Luciano)          Director
                       *              
           (Robert H. McCaffrey)        Director









                                         II-9
<PAGE>

           /s/ Benson F. Smith          Executive Vice
              (Benson F. Smith)         President, Chief
                                        Operating Officer and
                                        Director



                                   *By:/s/ William H. Longfield             
                                           William H. Longfield
                                           Attorney-in-Fact


                                        II-10
<PAGE>

                                    EXHIBIT INDEX

          Exhibit No.                   Description

          4.1  -    Restated Certificate of Incorporation, as amended, as
                    of April 19, 1989 of C. R. Bard, Inc. (incorporated by
                    reference to Exhibit 3a to C. R. Bard, Inc.'s Annual
                    Report on Form 10-K for the year ended December 31,
                    1993).

          4.2  -    By-laws of C. R. Bard, Inc. revised as of April 18,
                    1990 (incorporated by reference to Exhibit 3b to C. R.
                    Bard, Inc.'s Annual Report on form 10-K for the year
                    ended December 31, 1993).

          4.3  -    Rights Agreement, dated as of October 9, 1985, between
                    C. R. Bard, Inc. and Morgan Guaranty Trust Company of
                    New York as Rights Agent (incorporated by reference to
                    Exhibit 4 to C. R. Bard, Inc.'s Annual Report on Form
                    10-K for the year ended December 31, 1993).

          4.4  -    MedChem Products, Inc. 1994 Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 to MedChem
                    Products, Inc.'s Quarterly Report on Form 10-Q for the
                    quarter ended March 31, 1995).

          4.5  -    MedChem Products, Inc. 1993 Stock Option Plan
                    (incorporated by reference to Exhibit 10.24 to 
                    MedChem Products, Inc's Annual Report on Form 10-K for
                    the year ended August 31, 1994).

          *4.6 -    MedChem Products, Inc. 1993 Spin-Off Stock Option Plan.

          4.7  -    MedChem Products, Inc. 1993 Director Stock 
                    Option Plan (incorporated by reference to Exhibit 10.25
                    to MedChem Products, Inc.'s Annual Report on Form 10-K
                    for the year ended August 31, 1994).

          4.8  -    MedChem Products, Inc. Amended and Restated Stock
                    Option Plan (incorporated by reference to Exhibit 4.5
                    to MedChem Products, Inc.'s Registration Statement on
                    Form S-8 (Registration No. 33-47978) filed with the
                    Securities and Exchange Commission on May 19, 1992).

          *5   -    Opinion of Richard A. Flink, Esq.

          *23.1  -  Consent of Arthur Andersen LLP

          *23.2  -  Consent of Richard A. Flink, Esq. (contained in 
                    Exhibit 5).

          *24  -    Powers of Attorney.

                                      

          *   Filed herewith.



                                        II-11

<PAGE>
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As filed with the Securities and Exchange Commission on October 3,
      1995
                                                  Registration No. 33-       

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        under
                              THE SECURITIES ACT OF 1933

                                   C. R. BARD, INC.
                (Exact name of registrant as specified in its charter)
           New Jersey                                  22-1454160     
           (State of                        (I.R.S. Employer Identification
         incorporation)                                   No.)

                                   730 Central Avenue
                           Murray Hill, New Jersey  07974     
            (Address, including zip code, of principal executive offices)

                    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
            MedChem Products, Inc. Amended and Restated Stock Option Plan
                              (Full title of the plans)
                                Richard A. Flink, Esq.
                                   C. R. Bard, Inc.
                                  730 Central Avenue
                            Murray Hill, New Jersey  07974    
                       (Name and address of agent for service)

                                       (908) 277-8000         
            (Telephone Number, including area code, of agent for service)

                 Copies of all notices, orders and communication to:
                             Philip T. Ruegger III, Esq.
                              Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                              New York, New York  10017
                                    (212) 455-2000
                                                              

                           CALCULATION OF REGISTRATION FEE

                                            Proposed     Proposed     Amount
                                  Amount     maximum      maximum       of
                                   to be     offering    aggregate   registra
        Title of securities to   registere    price      offering      tion
             be registered           d       per unit    price (1)   fee (1)
                                               (1)
        Common Stock, par
        value $.25 per                                  $17,327,18
          share . . . . . . .     584,884    $29.625    8.50         $5,975 

        Common Stock Purchase     584,884      (2)          (2)        (2)
        Rights  . . . . . . .
(1)   Calculated pursuant to Rule 457(c) under the Securities Act of
              1933, as amended, solely for the purpose of calculating the
              registration fee on the basis of the average of the high and
              low sales price of the Registrant's Common Stock on the New
              York Stock Exchange - Composite Tape on September 27, 1995.

        (2)   Common Stock Purchase Rights currently are attached to and
              trade with the Common Stock of the Registrant.  Value
              attributable to such Rights, if any, is reflected in the
              market price of the Common Stock, and such Rights would be
              issued for no additional consideration.  Accordingly, there is
              no offering price for the Rights and no registration fee is
              required.
                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Documents by Reference.

                    Incorporated by reference into this Registration
          Statement and deemed to be a part hereof are the following
          documents heretofore filed by the Registrant with the Securities
          and Exchange Commission (the "Commission") pursuant to the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"): 
          (a) Annual Report on Form 10-K for the fiscal year ended December
          31, 1994 (which incorporates by reference certain information
          from C. R. Bard, Inc.'s Proxy Statement relating to the 1995
          Annual Meeting of Shareholders), as amended by a Form 10-K/A,
          filed on March 23, 1995, (b) Quarterly Report on Form 10-Q for
          the quarter ended March 31, 1995, (c) Quarterly Report on Form
          10-Q for the quarter ended June 30, 1995, as amended by a Form
          10-Q/A, filed on September 21, 1995, (d) Current Report on Form 
          8-K dated May 31, 1995 and (e) Current Report on Form 8-K dated
          July 6, 1995.

                    All documents subsequently filed by the Registrant with
          the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
          the Exchange Act before the filing of a post-effective amendment
          which indicates that all securities offered hereby 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.  Any statement contained in a document incorporated or
          deemed to be incorporated by reference herein shall be deemed to
          be modified or superseded for purposes of this Registration
          Statement to the extent that a statement contained herein or in
          any other subsequently filed document which also is or is deemed
          to be incorporated by reference herein modifies or supersedes
          such statement.  Any such statement so modified or superseded
          shall not be deemed, except as so modified or superseded, to
          constitute a part of this Registration Statement.

          Item 4.   Description of Securities.

                    Not applicable.
Item 5.   Interests of Named Experts and Counsel.

                    The validity of the shares of Common Stock to which
          this Registration Statement relates will be passed upon for the
          Registrant by Richard A. Flink, Vice President and General
          Counsel of the Registrant. Mr. Flink is paid a salary by the
          Registrant, is a participant in various employee benefit plans
          offered to employees of the Registrant generally and owns and has
          options to purchase shares of the Registrant's Common Stock.

                    The consolidated financial statements of C. R. Bard,
          Inc. incorporated by reference in this Registration Statement
          have been audited by Arthur Andersen LLP, independent public
          accountants, as indicated in their report with respect thereto,
          and are included herein in reliance upon the authority of said
          firm as experts in accounting and auditing.

          Item 6.   Indemnification of Directors and Officers.

                    The New Jersey Business Corporation Act (the "NJBCA")
          provides that a New Jersey corporation has the power to indemnify
          a director or officer against his or her expenses and liabilities
          in connection with any proceeding involving the director or
          officer by reason of his or her being or having been such a
          director or officer, other than a proceeding by or in the right
          of the corporation, if such a director or officer acted in good
          faith and in a manner he or she reasonably believed to be in or
          not opposed to the best interests of the corporation, and with
          respect to any criminal proceeding, such director or officer had
          no reasonable cause to believe his or her conduct was unlawful.

                    In addition, a New Jersey corporation has the power to
          indemnify a director or officer against his or her expenses in
          connection with any proceeding by or in the right of the
          corporation to procure a judgment in its favor which involves the
          director or officer by reason of his or her being or having been
          such a director or officer, if such director or officer acted in
          good faith and in a manner he or she reasonably believed to be in
          or not opposed to the best interests of the corporation; such
          indemnification may be provided only if and to the extent that
          the Superior Court of New Jersey (or other court in which such

                                         II-2
proceeding was brought) shall determine, in view of all
          circumstances, that such director or officer is fairly and
          reasonably entitled to indemnify for such expenses.

                    The NJBCA requires a New Jersey corporation to
          indemnify directors and officers against all expense to the
          extent that such directors or officers have been successful on
          the merits or otherwise in any proceeding involving such director
          or officer by reason of his or her having been a director or
          officer or in defense of any claim, issue or matter therein.

                    The indemnification and advancement of expenses
          permitted or required by the NJBCA shall not exclude any other
          rights, including the right to be indemnified against liabilities
          and expenses incurred in proceedings by or in the right of the
          corporation. to which a director or officer may be entitled under
          a certificate of incorporation, by-law, agreement, vote of
          stockholders, or otherwise; provided, that no indemnification
          shall be made to or on behalf of a director or officer if a
          judgment or other final adjudication adverse to the director or
          officer establishes that his or her acts or omissions (a) were in
          breach of his or her duty of loyalty to the corporation or its
          stockholders, (b) were not in good faith or involved a knowing
          violation of law or (c) resulted in receipt by the director or
          officer of an improper personal benefit.

                    The Registrant's Restated Certificate of Incorporation
          provides that the corporation shall indemnify in the manner and
          to the extent permitted by the laws of the State of New Jersey,
          and that directors and officers shall not be personally liable to
          the corporation or its stockholders for breach of duty as a
          director or officer, except to the extent and for the duration of
          any period of time such personal liability may not be eliminated
          or limited under the NJBCA. In addition, the Registrant's
          Restated Certificate of Incorporation provides that, subject to
          the provisions of the NJBCA, the directors, and committee members
          appointed by the Board of Directors, shall not be liable in the
          discharge of their duties when relying in good faith upon the
          corporate records and/or competent advice of any type.

          Item 7.   Exemption from Registration Claimed.

                    Not Applicable.

          Item 8.   List of Exhibits.

          Exhibit No.                   Description

          4.1  -    Restated Certificate of Incorporation, as amended, as
                    of April 19, 1989 of C. R. Bard, Inc. (incorporated by
                    reference to Exhibit 3a to C. R. Bard, Inc.'s Annual

                                         II-3
Report on Form 10-K for the year ended December 31,
                    1993).

          4.2  -    By-laws of C. R. Bard, Inc. revised as of April 18,
                    1990 (incorporated by reference to Exhibit 3b to C. R.
                    Bard, Inc.'s Annual Report on form 10-K for the year
                    ended December 31, 1993).

          4.3  -    Rights Agreement, dated as of October 9, 1985, between
                    C. R. Bard, Inc. and Morgan Guaranty Trust Company of
                    New York as Rights Agent (incorporated by reference to
                    Exhibit 4 to C. R. Bard, Inc.'s Annual Report on Form
                    10-K for the year ended December 31, 1993).

          4.4  -    MedChem Products, Inc. 1994 Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 to MedChem
                    Products, Inc.'s Quarterly Report on Form 10-Q for the
                    quarter ended March 31, 1995).

          4.5  -    MedChem Products, Inc. 1993 Stock Option Plan
                    (incorporated by reference to Exhibit 10.24 to 
                    MedChem Products, Inc's Annual Report on Form 10-K for
                    the year ended August 31, 1994).

          *4.6 -    MedChem Products, Inc. 1993 Spin-Off Stock Option Plan.

          4.7  -    MedChem Products, Inc. 1993 Director Stock 
                    Option Plan (incorporated by reference to Exhibit 10.25
                    to MedChem Products, Inc.'s Annual Report on Form 10-K
                    for the year ended August 31, 1994).

          4.8  -    MedChem Products, Inc. Amended and Restated Stock
                    Option Plan (incorporated by reference to Exhibit 4.5
                    to MedChem Products, Inc.'s Registration Statement on
                    Form S-8 (Registration No. 33-47978) filed with the
                    Securities and Exchange Commission on May 19, 1992).

          *5   -    Opinion of Richard A. Flink, Esq.

          *23.1  -  Consent of Arthur Andersen LLP

          *23.2  -  Consent of Richard A. Flink, Esq. (contained in 
                    Exhibit 5).

          *24  -    Powers of Attorney.

                                      

          *    Filed herewith.

          Item 9.   Undertakings.

                                         II-4
(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 1933 Act;

                             (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, represents a fundamental
                         change in the information set forth in the
                         Registration Statement;

                                         II-5
(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 (a)(1)(i) and
                    (a)(1)(ii) do not apply if the Registration Statement
                    is on Form S-3 or Form S-8 and the information required
                    to be included in a post-effective amendment by those
                    paragraphs is contained in periodic reports filed by
                    the Registrant pursuant to section 13 or section 15(d)
                    of the Exchange Act that are incorporated by reference
                    in the Registration Statement.

                         (2)  That, for the purpose of determining any
                    liability under the 1933 Act, 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 purposes of determining any liability under the 1933
               Act, each filing of the Registrant's annual report pursuant
               to section 13(a) or section 15(d) of the Exchange Act (and,
               where applicable, each filing of an employee benefit plan's
               annual report pursuant to section 15(d) of the Exchange Act)
               that is incorporated by reference in the Registration
               Statement 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.

                    (h)  Insofar as indemnification for liabilities arising
               under the 1933 Act 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 Commission such
               indemnification is against public policy as expressed in the
               1933 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,

                                         II-6
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 1933 Act and
               will be governed by the final adjudication of such issue.

                                         II-7
SIGNATURES

                    Pursuant to the requirements of the 1993 Act, the
          Registrant, C. R. Bard, Inc., 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 Borough of New Providence at
          Murray Hill, State of New Jersey, as of the 2nd day of October,
          1995.

                          C. R. BARD, INC.

                          By:   /s/ William H. Longfield                       
                             Name:  William H. Longfield
                             Title: Chairman of the Board,
                                    President and Chief
                                    Executive Officer

                                         II-8
Pursuant to the requirements of the 1933 Act, this
          Registration Statement has been signed below by the following
          persons in the capacities indicated as of October 2, 1995. 

           Signature                    Title

           /s/ William H. Longfield     Chairman of the Board,
              (William H. Longfield)    President, Chief
                                        Executive Officer
                                        (principal executive
                                        officer) and Director 

           /s/ William C. Bopp          Senior Vice President,
              (William C. Bopp)         Chief Financial
                                        Officer (principal
                                        financial officer) and
                                        Director

           /s/ Charles P. Grom          Vice President and
              (Charles P. Grom)         Controller (chief
                                        accounting officer)
                       *              
           (Joseph F. Abely, Jr.)       Director

                       *              
           (William T. Butler, M.D.)    Director
                       *              
           (Raymond B. Carey, Jr.)      Director

                       *              
           (Daniel A. Cronin, Jr.)      Director

                       *              
           (T. Kevin Dunnigan)          Director
                       *              
           (Regina E. Herzlinger)       Director

                       *              
           (Robert P. Luciano)          Director
                       *              
           (Robert H. McCaffrey)        Director

                                         II-9
/s/ Benson F. Smith          Executive Vice
              (Benson F. Smith)         President, Chief
                                        Operating Officer and
                                        Director

                                   *By:/s/ William H. Longfield             
                                           William H. Longfield
                                           Attorney-in-Fact

                                        II-10
EXHIBIT INDEX

          Exhibit No.                   Description

          4.1  -    Restated Certificate of Incorporation, as amended, as
                    of April 19, 1989 of C. R. Bard, Inc. (incorporated by
                    reference to Exhibit 3a to C. R. Bard, Inc.'s Annual
                    Report on Form 10-K for the year ended December 31,
                    1993).

          4.2  -    By-laws of C. R. Bard, Inc. revised as of April 18,
                    1990 (incorporated by reference to Exhibit 3b to C. R.
                    Bard, Inc.'s Annual Report on form 10-K for the year
                    ended December 31, 1993).

          4.3  -    Rights Agreement, dated as of October 9, 1985, between
                    C. R. Bard, Inc. and Morgan Guaranty Trust Company of
                    New York as Rights Agent (incorporated by reference to
                    Exhibit 4 to C. R. Bard, Inc.'s Annual Report on Form
                    10-K for the year ended December 31, 1993).

          4.4  -    MedChem Products, Inc. 1994 Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 to MedChem
                    Products, Inc.'s Quarterly Report on Form 10-Q for the
                    quarter ended March 31, 1995).

          4.5  -    MedChem Products, Inc. 1993 Stock Option Plan
                    (incorporated by reference to Exhibit 10.24 to 
                    MedChem Products, Inc's Annual Report on Form 10-K for
                    the year ended August 31, 1994).

          *4.6 -    MedChem Products, Inc. 1993 Spin-Off Stock Option Plan.

          4.7  -    MedChem Products, Inc. 1993 Director Stock 
                    Option Plan (incorporated by reference to Exhibit 10.25
                    to MedChem Products, Inc.'s Annual Report on Form 10-K
                    for the year ended August 31, 1994).

          4.8  -    MedChem Products, Inc. Amended and Restated Stock
                    Option Plan (incorporated by reference to Exhibit 4.5
                    to MedChem Products, Inc.'s Registration Statement on
                    Form S-8 (Registration No. 33-47978) filed with the
                    Securities and Exchange Commission on May 19, 1992).

          *5   -    Opinion of Richard A. Flink, Esq.

          *23.1  -  Consent of Arthur Andersen LLP

          *23.2  -  Consent of Richard A. Flink, Esq. (contained in 
                    Exhibit 5).

          *24  -    Powers of Attorney.

                                      

          *   Filed herewith.

                                        II-11