As filed with the Securities and Exchange Commission on
December 29, 1998        
                                
                     Registration No. 333-
                                                               
               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 or other jurisdiction  (I.R.S. employer identification 
     of incorporation or                 number)
        organization)

                       730 Central Avenue
                 Murray Hill, New Jersey 07974
                 (Address, including zip code,
          of registrant's principal executive offices)
                                
        C. R. Bard, Inc. Management Stock Purchase Plan
                    (Full title of the plan)
                                
                     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
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
                                     Proposed maximum    Proposed maximum    Amount of
Title of securities   Amount to be   offering price      aggregate offering  registration
to be registered      registered     per unit (1)        price (1)           fee (1)
<S>                   <C>            <C>                 <C>                 <C>
Common Stock, par     
value $.25 per share     250,000          $47.00            $11,750,000      $3,267.00

Common Stock purchase
Rights                   250,000            (2)                  (2)            (2)
<FN>
</TABLE>
(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 December 21, 1998.

(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.
<PAGE>
     Pursuant to General Instruction E for registration statements
on Form S-8, the contents of the Registration Statement on Form S-8
of C. R. Bard, Inc., a New Jersey corporation, relating to the 1988
Directors Stock Award Plan of C. R. Bard, Inc. (as Amended and
Restated), 1993 Long Term Incentive Plan of C. R. Bard, Inc. (as
Amended and Restated) and 1998 Employee Stock Purchase Plan of C.
R. Bard, Inc., file number 333-51793, filed with the Securities and
Exchange Commission on May 1, 1998, are incorporated herein by
reference.

                             PART I
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

 Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual
         Information.

 Not required to be filed with this Registration Statement.

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.

Item 4.  Description of Securities.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.

Item 5.  Interests of Named Experts and Counsel.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.

Item 6.  Indemnification of Directors and Officers.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.
<PAGE>
Item 7.  Exemption from Registration Claimed.

 Not Applicable.

Item 8.  List of Exhibits.

 3.1 Restated Certificate of Incorporation of C. R. Bard, Inc.
     (incorporated by reference to Exhibit 3.1 to the Company's
     Registration Statement on Form S-3 dated June 14, 1996,
     file number 333-05997)

 5.1 Opinion of Richard A. Flink, Esq., regarding legality of
     securities being registered*

 23.1  Consent of Arthur Andersen LLP*

 23.2  Consent of Richard A. Flink, Esq. (included in Exhibit 5.1)

 24.1  Powers of Attorney*

*  Filed herewith

Item 9.  Undertakings.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.
<PAGE>
                            SIGNATURES

   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 Borough of
New Providence at Murray Hill, State of New Jersey, on the 29th day
of December, 1998.

                  C. R. BARD, INC.
       
                  By:   /s/ William H. Longfield 
                  Name: William H. Longfield
                  Title:  Chairman and Chief Executive Officer 

   Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by or on behalf
of the following persons in the capacities indicated on the 29th day
of December, 1998.

         Signatures                 Title
/s/ William H. Longfield            Chairman and Chief Executive
                                    Officer and Director
                                    (Principal Executive Officer)

* William C. Bopp                   Executive Vice President and
                                    Chief Financial Officer and
                                    Director (Principal Financial
                                    Officer)

* Charles P. Grom                   Vice President and Controller
                                    (Principal Accounting Officer)

* Joseph F. Abely, Jr.              Director

* Marc C. Breslawsky                Director

* William T. Butler, M.D.           Director

* Daniel A. Cronin, Jr.             Director

* T. Kevin Dunnigan                 Director

* Regina E. Herzlinger              Director

* Robert P. Luciano                 Director

* Tony L. White                     Director

* By: /s/ William H. Longfield
     William H. Longfield
     Attorney-in-fact
<PAGE>
EXHIBIT INDEX

Exhibit No.  Description                         Page

3.1          Restated Certificate of
             Incorporation of C. R. Bard, Inc.
             (incorporated by reference to
             Exhibit 3.1 to the Company's
             Registration Statement of Form
             S-3 dated June 14, 1996, file
             number 333-05997)

5.1          Opinion of Richard A. Flink, Esq.,
             regarding legality of securities
             being registered*

23.1         Consent of Arthur Andersen LLP*

23.2         Consent of Richard A. Flink, Esq.
             (included in Exhibit 5.1)

24.1         Powers of Attorney*

* Filed herewith
<PAGE>
                                                      EXHIBIT 5.1

                 [Letterhead of C. R. Bard, Inc.]



                                        December 29, 1998



C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey  07974

Dear Sirs:

          I am Senior Vice President and General Counsel of C. R.
Bard, Inc., a New Jersey corporation (the "Company").  This opinion
is being delivered in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company
under the Securities Act of 1933, as amended (the "Act"), relating
to the proposed issuance of up to 250,000 shares of its Common
Stock, par value $.25 per share (the "MSPP Common Stock"), which
may be issued pursuant to the Company's Management Stock Purchase
Plan.

          I have examined, and have relied as to matters of fact
upon, originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, agreements, documents and
other instruments and such certificates or comparable documents of
public officials and of officers and representatives of the
Company, and have made such other and further investigations, as I
have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.

          In such examination, I have assumed the genuineness of
all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted as originals, the
conformity to original documents of all documents submitted as
certified or photostatic copies, and the authenticity of the
originals of such latter documents. 

          Based upon and subject to the foregoing, I am of the
opinion that the MSPP Common Stock, upon due issuance and payment
therefor as contemplated by the Company's Management Stock Purchase
Plan, will be legally issued, fully paid and non-assessable under
the provisions of the New Jersey Business Corporation Act.

          I am a member of the Bar of the State of New Jersey, and
I do not express any opinion herein concerning any law other than
the law of the State of New Jersey.
<PAGE>
          This opinion letter is rendered to you in connection with
the above-described transactions.  This opinion letter may not be
relied upon by you for any other purpose, or relied upon by, or
furnished to, any other person, firm or corporation without my
prior written consent; provided, however, that I hereby consent to
the filing of this opinion as an Exhibit to the Registration
Statement and to the use of my name in the Registration Statement
and in the Prospectus forming a part of the Registration Statement.


                                        Very truly yours,


                         /s/Richard A. Flink
                         Richard A. Flink,
                         Senior Vice President and General Counsel
<PAGE>
                                                     EXHIBIT 23.1



            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


To C. R. Bard, Inc.:

As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement
of our report dated January 27, 1998 included in C. R. Bard, Inc.'s
Form 10-K for the year ended December 31, 1997, and to all
references to our Firm included in this registration statement.



                                   /s/Arthur Andersen LLP
                                   ARTHUR ANDERSEN LLP



Roseland, New Jersey
December 28, 1998
<PAGE>
                                                     EXHIBIT 24.1

                         C. R. BARD, INC.
                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned, being an officer or director, or both, of C. R. BARD,
INC. (the "Company"), in his or her capacity as set forth below,
hereby constitutes and appoints WILLIAM H. LONGFIELD his or her
true and lawful attorney and agent, to do any and all acts and all
things and to execute any and all instruments which such attorney
and agent may deem necessary or desirable to enable the Company to
comply with the Securities Act of 1933, as amended (the "Act"), and
any rules, regulations and requirements of the Securities and
Exchange Commission thereunder in connection with the registration
under the Act of shares of common stock of the Company ("Common
Stock") to be issued by the Company pursuant to the Company's
Management Stock Purchase Plan, including, without limitation, the
power and authority to sign the name of each of the undersigned in
the capacities indicated below to the Registration Statement on
Form S-8 or any Form relating to the sale of such Common Stock, to
be filed with the Securities and Exchange Commission with respect
to such Common Stock, to any and all amendments or supplements to
such Registration Statement, whether such amendments or supplements
are filed before or after the effective date of such Registration
Statement, and to any and all instruments or documents filed as
part of or in connection with such Registration Statement or any
and all amendments or supplements thereto, whether such amendments
or supplements are filed before or after the effective date of such
Registration Statement; and each of the undersigned hereby ratifies
and confirms all that such attorney and agent shall do or cause to
be done by virtue hereof.

          IN WITNESS HEREOF, each of the undersigned has subscribed
his or her name as of the 29th day of December, 1998.

                                      /s/William C. Bopp         
                              Name:   William C. Bopp
                              Title:  Executive Vice President
                                      and Chief Financial Officer
                                      and Director (Principal
                                      Financial Officer)
                              
                              
                                      /s/Charles P. Grom         
                              Name:   Charles P. Grom
                              Title:  Vice President and
                                      Controller (Principal
                                      Accounting Officer)
<PAGE>
                                      /s/Joseph F. Abely, Jr.
                                      Name:  Joseph F. Abely, Jr.
                                      Title: Director
                                                       
                                      /s/Marc C. Breslawsky
                                      Name:   Marc C. Breslawsky
                                      Title: Director

                                      /s/William T. Butler,MD
                                     Name:  William T. Butler, MD
                                     Title: Director
                                      
                                      /s/Daniel A. Cronin,Jr.
                                      Name:  Daniel A. Cronin, Jr.
                                      Title: Director
                                      
                                      /s/T. Kevin Dunnigan    
                                      Name:  T. Kevin Dunnigan
                                      Title: Director
                                     
                                      /s/Regina E. Herzlinger
                                      Name:  Regina E. Herzlinger
                                      Title: Director
                                      
                                      /s/Robert P. Luciano    
                                      Name:  Robert P. Luciano
                                      Title: Director
                                      
                                      /s/Tony L. White      
                                      Name:  Tony L. White
                                      Title: Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16178}]
{"company-data": {"conformed-name": "BARD C R INC /NJ/", "cik": "0000009892", "assigned-sic": "3841", "irs-number": "221454160", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69857", "film-number": "98777573"}, "business-address": {"street1": "730 CENTRAL AVE", "city": "MURRAY HILL", "state": "NJ", "zip": "07974", "phone": "9082778000"}, "mail-address": {"street1": "730 CENTRAL AVENUE", "city": "MURRAY HILL", "state": "NJ", "zip": "07974"}}
As filed with the Securities and Exchange Commission on
December 29, 1998        
                                
                     Registration No. 333-
                                                               
               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 or other jurisdiction  (I.R.S. employer identification 
     of incorporation or                 number)
        organization)

                       730 Central Avenue
                 Murray Hill, New Jersey 07974
                 (Address, including zip code,
          of registrant's principal executive offices)
                                
        C. R. Bard, Inc. Management Stock Purchase Plan
                    (Full title of the plan)
                                
                     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
CALCULATION OF REGISTRATION FEE
Proposed maximum    Proposed maximum    Amount of
Title of securities   Amount to be   offering price      aggregate offering  registration
to be registered      registered     per unit (1)        price (1)           fee (1)
Common Stock, par     
value $.25 per share     250,000          $47.00            $11,750,000      $3,267.00

Common Stock purchase
Rights                   250,000            (2)                  (2)            (2)
(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 December 21, 1998.

(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.
Pursuant to General Instruction E for registration statements
on Form S-8, the contents of the Registration Statement on Form S-8
of C. R. Bard, Inc., a New Jersey corporation, relating to the 1988
Directors Stock Award Plan of C. R. Bard, Inc. (as Amended and
Restated), 1993 Long Term Incentive Plan of C. R. Bard, Inc. (as
Amended and Restated) and 1998 Employee Stock Purchase Plan of C.
R. Bard, Inc., file number 333-51793, filed with the Securities and
Exchange Commission on May 1, 1998, are incorporated herein by
reference.

                             PART I
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

 Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual
         Information.

 Not required to be filed with this Registration Statement.

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.

Item 4.  Description of Securities.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.

Item 5.  Interests of Named Experts and Counsel.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.

Item 6.  Indemnification of Directors and Officers.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.
Item 7.  Exemption from Registration Claimed.

 Not Applicable.

Item 8.  List of Exhibits.

 3.1 Restated Certificate of Incorporation of C. R. Bard, Inc.
     (incorporated by reference to Exhibit 3.1 to the Company's
     Registration Statement on Form S-3 dated June 14, 1996,
     file number 333-05997)

 5.1 Opinion of Richard A. Flink, Esq., regarding legality of
     securities being registered*

 23.1  Consent of Arthur Andersen LLP*

 23.2  Consent of Richard A. Flink, Esq. (included in Exhibit 5.1)

 24.1  Powers of Attorney*

*  Filed herewith

Item 9.  Undertakings.

 Not required to be filed with this Registration Statement
 pursuant to General Instruction E for registration statements on
 Form S-8.
SIGNATURES

   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 Borough of
New Providence at Murray Hill, State of New Jersey, on the 29th day
of December, 1998.

                  C. R. BARD, INC.
       
                  By:   /s/ William H. Longfield 
                  Name: William H. Longfield
                  Title:  Chairman and Chief Executive Officer 

   Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by or on behalf
of the following persons in the capacities indicated on the 29th day
of December, 1998.

         Signatures                 Title
/s/ William H. Longfield            Chairman and Chief Executive
                                    Officer and Director
                                    (Principal Executive Officer)

* William C. Bopp                   Executive Vice President and
                                    Chief Financial Officer and
                                    Director (Principal Financial
                                    Officer)

* Charles P. Grom                   Vice President and Controller
                                    (Principal Accounting Officer)

* Joseph F. Abely, Jr.              Director

* Marc C. Breslawsky                Director

* William T. Butler, M.D.           Director

* Daniel A. Cronin, Jr.             Director

* T. Kevin Dunnigan                 Director

* Regina E. Herzlinger              Director

* Robert P. Luciano                 Director

* Tony L. White                     Director

* By: /s/ William H. Longfield
     William H. Longfield
     Attorney-in-fact
EXHIBIT INDEX

Exhibit No.  Description                         Page

3.1          Restated Certificate of
             Incorporation of C. R. Bard, Inc.
             (incorporated by reference to
             Exhibit 3.1 to the Company's
             Registration Statement of Form
             S-3 dated June 14, 1996, file
             number 333-05997)

5.1          Opinion of Richard A. Flink, Esq.,
             regarding legality of securities
             being registered*

23.1         Consent of Arthur Andersen LLP*

23.2         Consent of Richard A. Flink, Esq.
             (included in Exhibit 5.1)

24.1         Powers of Attorney*

* Filed herewith
EXHIBIT 5.1

                 [Letterhead of C. R. Bard, Inc.]

                                        December 29, 1998

C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey  07974

Dear Sirs:

          I am Senior Vice President and General Counsel of C. R.
Bard, Inc., a New Jersey corporation (the "Company").  This opinion
is being delivered in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company
under the Securities Act of 1933, as amended (the "Act"), relating
to the proposed issuance of up to 250,000 shares of its Common
Stock, par value $.25 per share (the "MSPP Common Stock"), which
may be issued pursuant to the Company's Management Stock Purchase
Plan.

          I have examined, and have relied as to matters of fact
upon, originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, agreements, documents and
other instruments and such certificates or comparable documents of
public officials and of officers and representatives of the
Company, and have made such other and further investigations, as I
have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.

          In such examination, I have assumed the genuineness of
all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted as originals, the
conformity to original documents of all documents submitted as
certified or photostatic copies, and the authenticity of the
originals of such latter documents. 

          Based upon and subject to the foregoing, I am of the
opinion that the MSPP Common Stock, upon due issuance and payment
therefor as contemplated by the Company's Management Stock Purchase
Plan, will be legally issued, fully paid and non-assessable under
the provisions of the New Jersey Business Corporation Act.

          I am a member of the Bar of the State of New Jersey, and
I do not express any opinion herein concerning any law other than
the law of the State of New Jersey.
This opinion letter is rendered to you in connection with
the above-described transactions.  This opinion letter may not be
relied upon by you for any other purpose, or relied upon by, or
furnished to, any other person, firm or corporation without my
prior written consent; provided, however, that I hereby consent to
the filing of this opinion as an Exhibit to the Registration
Statement and to the use of my name in the Registration Statement
and in the Prospectus forming a part of the Registration Statement.

                                        Very truly yours,

                         /s/Richard A. Flink
                         Richard A. Flink,
                         Senior Vice President and General Counsel
EXHIBIT 23.1

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To C. R. Bard, Inc.:

As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement
of our report dated January 27, 1998 included in C. R. Bard, Inc.'s
Form 10-K for the year ended December 31, 1997, and to all
references to our Firm included in this registration statement.

                                   /s/Arthur Andersen LLP
                                   ARTHUR ANDERSEN LLP

Roseland, New Jersey
December 28, 1998
EXHIBIT 24.1

                         C. R. BARD, INC.
                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned, being an officer or director, or both, of C. R. BARD,
INC. (the "Company"), in his or her capacity as set forth below,
hereby constitutes and appoints WILLIAM H. LONGFIELD his or her
true and lawful attorney and agent, to do any and all acts and all
things and to execute any and all instruments which such attorney
and agent may deem necessary or desirable to enable the Company to
comply with the Securities Act of 1933, as amended (the "Act"), and
any rules, regulations and requirements of the Securities and
Exchange Commission thereunder in connection with the registration
under the Act of shares of common stock of the Company ("Common
Stock") to be issued by the Company pursuant to the Company's
Management Stock Purchase Plan, including, without limitation, the
power and authority to sign the name of each of the undersigned in
the capacities indicated below to the Registration Statement on
Form S-8 or any Form relating to the sale of such Common Stock, to
be filed with the Securities and Exchange Commission with respect
to such Common Stock, to any and all amendments or supplements to
such Registration Statement, whether such amendments or supplements
are filed before or after the effective date of such Registration
Statement, and to any and all instruments or documents filed as
part of or in connection with such Registration Statement or any
and all amendments or supplements thereto, whether such amendments
or supplements are filed before or after the effective date of such
Registration Statement; and each of the undersigned hereby ratifies
and confirms all that such attorney and agent shall do or cause to
be done by virtue hereof.

          IN WITNESS HEREOF, each of the undersigned has subscribed
his or her name as of the 29th day of December, 1998.

                                      /s/William C. Bopp         
                              Name:   William C. Bopp
                              Title:  Executive Vice President
                                      and Chief Financial Officer
                                      and Director (Principal
                                      Financial Officer)
                              
                              
                                      /s/Charles P. Grom         
                              Name:   Charles P. Grom
                              Title:  Vice President and
                                      Controller (Principal
                                      Accounting Officer)
/s/Joseph F. Abely, Jr.
                                      Name:  Joseph F. Abely, Jr.
                                      Title: Director
                                                       
                                      /s/Marc C. Breslawsky
                                      Name:   Marc C. Breslawsky
                                      Title: Director

                                      /s/William T. Butler,MD
                                     Name:  William T. Butler, MD
                                     Title: Director
                                      
                                      /s/Daniel A. Cronin,Jr.
                                      Name:  Daniel A. Cronin, Jr.
                                      Title: Director
                                      
                                      /s/T. Kevin Dunnigan    
                                      Name:  T. Kevin Dunnigan
                                      Title: Director
                                     
                                      /s/Regina E. Herzlinger
                                      Name:  Regina E. Herzlinger
                                      Title: Director
                                      
                                      /s/Robert P. Luciano    
                                      Name:  Robert P. Luciano
                                      Title: Director
                                      
                                      /s/Tony L. White      
                                      Name:  Tony L. White
                                      Title: Director