Edgar Filing: BIO RAD LABORATORIES INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

BIO-RAD LABORATORIES, INC.
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(Name of Registrant as Specified In Its Charter)

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Notes:

BIO-RAD LABORATORIES, INC.
1000 Alfred Nobel Drive
Hercules, California 94547

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
BIO-RAD LABORATORIES, INC.
TO BE HELD APRIL 23, 2002

-----------------

TO THE STOCKHOLDERS OF BIO-RAD LABORATORIES, INC.:

The annual meeting of the stockholders of Bio-Rad Laboratories, Inc.
("Bio-Rad" or the "Company") will be held at the Company's corporate offices,
1000 Alfred Nobel Drive, Hercules, California 94547 on Tuesday, April 23, 2002
at 4:00 p.m., Pacific Time, to consider and vote on:

(1) The election of two directors of the Company by the holders of
outstanding Class A Common Stock and five directors of the Company by
the holders of outstanding Class B Common Stock;

(2) A proposal to ratify the selection of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending December 31,
2002;

(3) A proposal to amend the Amended 1988 Employee Stock Purchase Plan to
increase the number of shares authorized for sale thereunder by 400,000;
and

(4) Such other matters as may properly come before the meeting and at any
adjournments or postponements thereof.

The Board of Directors of the Company has fixed the close of business on
March 8, 2002 as the record date for the determination of the stockholders
entitled to notice of and to vote at this annual meeting and at any
adjournments or postponements thereof. The stock transfer books of the Company
will not be closed.

All stockholders are invited to attend the annual meeting in person, but
those who are unable to do so are urged to execute and return promptly the
enclosed Proxy in the provided postage-paid envelope. Since a majority of the
outstanding shares of each class of common stock of the Company must be present
or represented at the annual meeting to elect directors and conduct the other
business matters referred to above, your promptness in returning the enclosed
Proxy will be greatly appreciated. Your Proxy is revocable and will not affect
your right to vote in person in the event you attend the meeting and revoke
your Proxy.

All stockholders who attend the annual meeting are invited to join the
Company for a reception with hors d'oeuvres immediately following the meeting.

By order of the Board of Directors
BIO-RAD LABORATORIES, INC.

SANFORD S. WADLER, Secretary

Hercules, California
April 1, 2002

BIO-RAD LABORATORIES, INC.
1000 Alfred Nobel Drive
Hercules, California 94547

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PROXY STATEMENT

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FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 2002

Information Regarding Proxies

The enclosed Proxy is solicited on behalf of the Board of Directors of
Bio-Rad Laboratories, Inc., a Delaware corporation ("Bio-Rad" or the
"Company"), in connection with the annual meeting of stockholders of the
Company to be held at the Company's corporate offices, 1000 Alfred Nobel Drive,
Hercules, California 94547 on Tuesday, April 23, 2002 at 4:00 p.m., and at any
adjournments or postponements thereof. Copies of this Proxy Statement and the
accompanying notice and Proxy Card are first being mailed to all stockholders
entitled to vote on or about April 1, 2002.

The Company will pay the cost of this Proxy solicitation. In addition to
solicitation by use of the mails, proxies may be solicited from stockholders of
the Company by directors, officers and employees of the Company in person or by
telephone, telegram or other means of communication. Such directors, officers
and employees will not be additionally compensated, but may be reimbursed for
reasonable out-of-pocket expenses in connection with such solicitation.
Arrangements will be made with brokerage houses, custodians, nominees and
fiduciaries for forwarding of proxy materials to beneficial owners of shares
held of record by such brokerage houses, custodians, nominees and fiduciaries
and for reimbursement of their reasonable expenses incurred in connection
therewith. The Company may retain Georgeson Shareholder Services, a proxy
solicitation firm, to solicit proxies in connection with the annual meeting, at
an estimated cost of $6,000.00.

Shares for which a properly executed Proxy in the enclosed form is returned
will be voted at the annual meeting in accordance with the directions on such
Proxy. If no voting instructions are indicated with respect to one or more of
the proposals, the Proxy will be voted in favor of the proposal(s), and to
approve those other matters that may properly come before the annual meeting at
the discretion of the person named in the Proxy. Any Proxy may be revoked by
the record owner of the shares at any time prior to its exercise by filing with
the Secretary of the Company a written revocation or duly executed Proxy
bearing a later date or by attending the meeting in person and announcing such
revocation. Attendance at the annual meeting will not, by itself, constitute
revocation of a Proxy.

Voting Securities

The securities of the Company entitled to vote at the meeting consist of
shares of its Class A Common Stock and Class B Common Stock, both $0.0001 par
value (collectively, "Common Stock"). 20,098,301 shares of Class A Common Stock
and 4,875,492 shares of Class B Common Stock were issued and outstanding at the
close of business on March 8, 2002. These share numbers reflect the Company's
two-for-one stock split effected in the form of a 100% stock dividend. Only
stockholders of record at the close of business on March 8, 2002 will be
entitled to notice of and to vote at the meeting. The presence, in person or by
Proxy, of the holders of a majority of the Voting Power will constitute a
quorum for the transaction of business, provided, however, that the election of
the Class A and Class B directors shall require the presence, in person or by
Proxy, of the holders of a majority of the outstanding shares of each
respective class. Each share of Class A Common Stock is entitled to one-tenth
of a vote and each share of Class B Common Stock is entitled to one vote,
except in the election of directors and any other matter requiring the vote of
one or both classes of Common Stock voting separately. The sum of one-tenth the
number of outstanding shares of Class A Common Stock and the number of
outstanding shares of Class B Common Stock constitutes the "Voting Power" of
the Company.

The holders of Class A Common Stock, voting as a separate class, are
entitled to elect two directors. The holders of Class B Common Stock, also
voting as a separate class, are entitled to elect the other directors. The
stockholders do not have any right to vote cumulatively in any election of
directors. Under Delaware law, directors elected by each class shall be elected
by a plurality of the votes in the respective class.

On all other matters submitted to a vote at the annual meeting (except
matters requiring the vote of one or both classes voting separately), the
affirmative vote of the holders of a majority of the Voting Power present in
person or represented by Proxy is necessary for approval. The Board of
Directors is not aware of any matters that might come before the meeting other
than those mentioned in this Proxy Statement. If, however, any other matters
properly come before the annual meeting, it is intended that the proxies will
be voted in accordance with the judgment of the person or persons voting such
proxies.

Under the Company's Bylaws and Delaware law: (1) shares represented by
proxies that reflect abstentions or "broker non-votes" (i.e., shares held by a
broker or nominee which are represented at the meeting, but with respect to
which such broker or nominee is not empowered to vote on a particular proposal)
will be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum; (2) with respect to the directors to be
elected by each class of Common Stock, the director nominees receiving the
highest number of votes, up to the number of directors to be elected by that
class, are elected and, accordingly, abstentions, broker non-votes and
withholding of authority to vote will not affect the election of directors; and
(3) proxies that reflect abstentions as to a particular proposal will be
treated as voted for purposes of determining the approval of that proposal and
will have the same effect as a vote against that proposal, while proxies that
reflect broker non-votes will be treated as unvoted for purposes of determining
approval of that proposal and will not be counted as votes for or against that
proposal.

There is no statutory or contractual right of appraisal or similar remedy
available to those stockholders who dissent from any matter to be acted upon.

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

The following table presents certain information as of March 8, 2002 (except
as noted below), with respect to Class A Common Stock and Class B Common Stock
beneficially owned by: (i) any person who is known to the Company to be the
beneficial owner of more than five percent of the outstanding Common Stock of
either class, (ii) each director of Bio-Rad, (iii) certain executive officers
of Bio-Rad named in the "Summary Compensation Table" of this Proxy Statement,
and (iv) all directors and executive officers of Bio-Rad as a group. The
address for all executive officers and directors is c/o Bio-Rad Laboratories,
Inc., 1000 Alfred Nobel Drive, Hercules, California, 94547.

Class A Common Stock(1) Class B Common Stock
------------------------ ------------------------
Number of Shares Number of Shares
Name and, with Respect to and Nature of Percent and Nature of Percent
Owner of 5% or More, Address Ownership(2) of Class Ownership(2) of Class
---------------------------- ---------------- -------- ---------------- --------

Blue Raven Partners, L.P.(3)............. -- 0.0% 4,060,054 83.3%
1000 Alfred Nobel Drive
Hercules, CA 94547

Private Capital Management, Inc.(4)...... 1,074,649 5.3% -- 0.0%
8889 Pelican Bay Boulevard
Suite 500
Naples, FL 34108

Bernard A. Egan.......................... 1,586,988 7.9% -- 0.0%
1900 Old Dixie Highway
Fort Pierce, FL 34946

David and Alice N. Schwartz(5)(6)(9)..... 3,211,048 16.0% 4,453,335 86.8%
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547

Norman Schwartz(5)(7)(8)(9).............. 211,454 1.1% 4,089,705 83.5%
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547

Steven Schwartz(5)(7)(10)................ 164,919 0.8% 4,068,454 83.4%
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547

James J. Bennett(9)...................... 67,514 0.3% 47,454 1.0%

John Goetz(9)............................ 39,598 0.2% -- 0.0%

Albert J. Hillman(9)..................... 8,908 0.0% 8,234 0.2%

Ruediger Naumann-Etienne(9).............. 2,500 0.0% 100 0.0%

Philip L. Padou(9)....................... -- 0.0% -- 0.0%

Sanford S. Wadler(9)..................... 44,313 0.2% -- 0.0%

All directors and executive officers as a
group(9) (10 persons).................. 3,619,707 17.9% 4,538,674 88.1%

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(l) Excludes Class A Common Stock that may be acquired on conversion of Class
B Common Stock. Class B Common Stock may be converted to Class A Common
Stock on a one for one basis and, if fully converted, would result in the
following percentage beneficial ownership of Class A Common Stock: Blue
Raven Partners 16.3%; Private Capital Management, Inc. 4.3%; Bernard A.
Egan 6.4%; David and Alice N.

Schwartz 30.4%; Norman Schwartz 17.2%; Steven Schwartz 17.0%; James J.
Bennett 0.5%; John Goetz 0.2%; Albert J. Hillman 0.1%; Ruediger
Naumann-Etienne 0.0%; Philip L. Padou 0.0%; Sanford S. Wadler 0.2%; and
all directors and executive officers as a group 32.2%. Management
considers any substantial conversions by the executive officers or
directors listed in the table to be highly unlikely.

(2) Except as otherwise indicated and subject to applicable community property
and similar statutes, the persons listed as beneficial owners of the
shares have sole voting and investment power with respect to such shares.
Number of shares is based on the statements of the stockholders where not
identified specifically in the stockholder register.

(3) David Schwartz, Alice N. Schwartz, Norman Schwartz and Steven Schwartz are
general partners of Blue Raven Partners, L.P., a California limited
partnership (the "Partnership"), and, as such, share voting and
dispositive power over the Class B Common Stock held by the Partnership.

(4) Based solely on an amended Schedule 13G filed on February 15, 2002 with
the Securities and Exchange Commission pursuant to Rules 13d-1(b) of the
Exchange Act.

(5) Includes 4,060,054 shares of Class B Common Stock held by the Partnership.

(6) David and Alice N. Schwartz each have a one-half community property
interest in these shares. Includes 41,176 shares of Class B Common Stock
held by DANSA Partners Limited, a California limited partnership, of which
David and Alice N. Schwartz are general partners.

(7) Norman Schwartz and Steven Schwartz are sons of David and Alice N.
Schwartz.

(8) Includes 8,400 shares owned by Norman Schwartz's wife, as to which Norman
Schwartz disclaims any beneficial ownership.

(9) Includes shares with respect to which such persons have the right to
acquire beneficial ownership immediately or within sixty days of March 8,
2002, under the Company's employee stock purchase plan and stock option
agreements, as follows: David Schwartz, 254,661 Class B shares; Norman
Schwartz, 21,251 Class B shares; James J. Bennett, 44,616 Class A shares;
John Goetz, 23,566 Class A shares; Sanford S. Wadler, 31,500 Class A
shares; and all directors and officers as a group, 116,142 Class A shares
and 275,912 Class B shares.

(10) Includes 8,400 shares owned by Steven Schwartz's wife, as to which Steven
Schwartz disclaims any beneficial ownership.

I. ELECTION OF DIRECTORS

The Board of Directors currently has seven members. The seven persons
nominated are listed in the following table as the candidates nominated by
management for the respective class of Common Stock indicated. All are
currently directors of the Company with terms expiring as of the date of the
annual meeting of stockholders or on election and qualification of their
successors. David Schwartz and Alice N. Schwartz are husband and wife; Norman
Schwartz is their son. No other family relationships exist among the Company's
current and nominated directors or executive officers.

The directors elected at this meeting will serve until the next annual
meeting of stockholders or until their respective successors are elected and
qualified. It is the intention of the persons named in the Proxy to vote the
shares subject to such Proxy for the election as directors of the persons
listed in the following table. Although it is not contemplated that any nominee
will decline or be unable to serve as a director, in the event that at the
meeting or any adjournments or postponements thereof any nominee declines or is
unable to serve, the persons named in the enclosed Proxy will, in their
discretion, vote the shares subject to such Proxy for another person selected
by them for director.

Class of
Common
Stock Present Principal Employment and Director
Name to Elect Age Prior Business Experience Since
---- -------- --- -------------------------------------------------- --------

James J. Bennett......... Class B 73 Chief Operating Officer of the Company since 1993 1977
and Executive Vice President of the Company since
1996; Vice President and Group Manager, Clinical
Diagnostics of the Company from 1985 to 1993;
Vice President and Chief Operating Officer of the
Company from 1977 to 1985.

Albert J. Hillman........ Class A 70 Of Counsel to the law firm of Townsend and 1980
Townsend and Crew since 1995 and partner in the
firm from 1965 to 1995, which firm serves as
patent counsel for the Company.

Ruediger Naumann-Etienne. Class B 54 Owner and Managing Director of Intertec; Group 2001
Chairman and Chief Executive Officer of Quinton;
Director of Laserscope; Chairman and CEO of
OEC Medical Systems from 1993 to 1999;
President and Chief Operating Officer of Diasonics
from 1987 to 1990.

Philip L. Padou.......... Class A 67 Retired since 1991; Vice President and Chief 1980
Financial Officer of Ozier Perry and Associates (a
risk assessment software and consulting company)
from 1987 to 1991.

Alice N. Schwartz........ Class B 75 Retired since 1979; Research Associate, University 1967
of California, from 1972 to 1978.

David Schwartz........... Class B 78 President, Chief Executive Officer and Chairman of 1957
the Board of the Company since 1957.

Norman Schwartz.......... Class B 52 Vice President of the Company since 1989 and 1995
Group Manager, Life Science of the Company since
1997; Group Manager, Clinical Diagnostics of the
Company from 1993 to 1997.

In January 1997, the Company entered into a non-competition and employment
continuation agreement with James J. Bennett pursuant to which management of
the Company has agreed to nominate him as director for a period of three years
following his resignation from his present position. See "Executive
Compensation and Other Information."

In addition to James J. Bennett, David Schwartz and Norman Schwartz, the
following persons were executive officers of the Company during all of 2001:
John Goetz, Ronald W. Hutton, and Sanford S. Wadler. John Goetz (age 52) was
appointed Vice President and Group Manager of the Clinical Diagnostics Group in
2000. Previously, he held various positions within Bio-Rad since joining the
Company in 1974 including Plant Engineer, Manufacturing Manager, Division
Manager of QSD and Operations Manager of the Diagnostics Group. Ronald W.
Hutton (age 44) has been Treasurer of the Company since 1997. Previously, he
was Director of Treasury at Kaiser Aluminum & Chemical Corporation from 1993 to
1997. Sanford S. Wadler (age 55) has been General Counsel and Secretary since
1989 and was appointed Vice President in 1996. The Company's executive officers
also serve in various management capacities with wholly owned subsidiaries of
Bio-Rad.

The Board of Directors recommends that you vote FOR the above-named director
nominees for the class or classes of Common Stock that you hold.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has an Audit Committee and a
Compensation Committee. The Board of Directors has no nominating committee or
other committees performing similar functions. During 2001, the Board of
Directors held a total of 10 meetings (including regularly scheduled and
special meetings) and no director, except new directors this year, attended
fewer than 75% of such meetings or meetings of any committee on which such
director served.

Currently, the Audit Committee is composed of Albert J. Hillman, Ruediger
Naumann-Etienne and Philip L. Padou. All three committee members are
"independent" directors, as determined in accordance with Rule 121(A) of the
American Stock Exchange's regulations. The Audit Committee recommends to the
Board of Directors the firm to be employed by the Company as its independent
auditors and is primarily responsible for approving the services performed by
the Company's independent auditors and for reviewing and evaluating the
Company's accounting policies and its system of internal accounting controls.
The Audit Committee met four times in the year 2001. A more complete discussion
is provided in the "Report of the Audit Committee of the Board of Directors" of
this Proxy Statement.

The Compensation Committee, consisting of two non-employee directors, Albert
J. Hillman and Philip L. Padou, met twice in 2001. The Compensation Committee
reviews and approves the Company's executive compensation policies. A more
complete discussion is provided in the "Report of the Compensation Committee of
the Board of Directors" of this Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In 2001, Townsend and Townsend and Crew, the patent law firm to which Albert
J. Hillman is Of Counsel, rendered legal services to the Company. The Board of
Directors has relied upon the Company's General Counsel to determine that the
services of Townsend and Townsend and Crew were provided on terms at least as
fair to the Company as if they had been provided by a non-affiliate. The
General Counsel is responsible for the management of all of the Company's
relationships with providers of legal services.

COMPENSATION OF DIRECTORS

Pursuant to the policy of the Board of Directors of Bio-Rad, directors who
are not also employees of Bio-Rad are paid a fee of $1,600 per month plus $100
for any meetings in excess of sixteen per year for serving as directors. Audit
Committee members are paid an additional $625 per month.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following Summary Compensation Table presents compensation paid or
accrued by the Company for services rendered during 2001, 2000 and 1999 by the
CEO and the four other most highly compensated executive officers of the
Company (collectively, the "Named Executive Officers") whose total annual
salary and bonus exceeded $100,000 in 2001.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation(1) Compensation(2)
---------------------- ---------------
Shares
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation(3)
------------------ ---- -------- -------- --------------- ---------------

David Schwartz...................... 2001 $528,835 $271,882 0 $591,967(4)
President, CEO and Chairman 2000 $525,314 $260,825 74,000 $594,067(4)
1999 $528,673 $249,167 38,500 $594,419(4)

James J. Bennett.................... 2001 $494,000 $266,482 0 $ 8,500
Executive Vice President and 2000 $473,889 $245,046 19,750 $ 8,000
Chief Operating Officer 1999 $445,957 $220,287 7,500 $ 8,000

Norman Schwartz..................... 2001 $316,252 $154,644 0 $ 8,500
Vice President and Group Manager 2000 $287,914 $ 94,625 12,500 $ 8,000
1999 $254,210 $ 97,298 3,750 $ 8,000

John Goetz.......................... 2001 $300,190 $137,256 0 $ 8,500
Vice President and Group Manager 2000 $251,756 $129,019 11,590 $ 8,000
1999 $209,538 $ 25,623 2,500 $ 8,000

Sanford S. Wadler................... 2001 $295,218 $ 0 0 $ 8,500
Vice President, General Counsel and 2000 $315,512 $145,114 14,000 $ 8,000
Secretary 1999 $270,418 $123,429 3,000 $ 8,000

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(1) All other annual compensation amounts not included elsewhere in this proxy
statement for each of the Named Executive Officers were less than the
amounts required for separate reporting and are included in salary. The
Bonus amounts are payments made in 2000, 2001 and 2002 respectively, for
services rendered in the immediately preceding year.

(2) There have been no restricted stock awards or payouts under long-term
incentive plans during the fiscal years reflected on this table.

(3) Except as described in number (4) below, amounts reported are contributions
made pursuant to the Employees' Deferred Profit Sharing Retirement Plan. A
more complete discussion is provided in the section titled "Profit Sharing
Plan Contributions" of the "Report of the Compensation Committee of the
Board of Directors" in this Proxy Statement.

(4) The Company is a party to a "split dollar" life insurance agreement with a
trust established by David Schwartz and Alice Schwartz under which the
trust is the beneficiary of a life insurance policy insuring the lives of
David Schwartz and Alice Schwartz for which the Company pays the premiums.
Upon the deaths of David Schwartz and Alice Schwartz prior to the
termination of the agreement, a portion of the premiums previously advanced
by the Company under the insurance policy will be repaid to the Company. A
more complete discussion is provided in the section titled "President's
Compensation" of the "Report of the Compensation Committee of the Board of
Directors" in this Proxy Statement.

OPTION GRANTS IN 2001

There were no options granted to the Named Executive Officers in 2001.

The following table presents the number of shares for which options were
exercised in 2001, as well as the number of exercisable and unexercisable
options held by the Named Executive Officers at December 31, 2001.

AGGREGATE OPTION EXERCISES IN 2001 AND
DECEMBER 31, 2001 OPTION VALUES

Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-The-Money Options at
December 31, 2001 December 31, 2001(1)
------------------------- -------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------

David Schwartz............... 6,106 $ 83,286 263,925 168,749 $13,329,673 $8,779,814

James J. Bennett............. 25,136 $226,610 33,490 40,874 $ 1,713,685 $2,138,701

Norman Schwartz.............. 0 $ 0 23,126 24,374 $ 1,144,001 $1,239,414

John Goetz................... 0 $ 0 19,646 21,134 $ 998,279 $1,106,747

Sanford S. Wadler............ 0 $ 0 26,500 25,500 $ 1,340,245 $1,334,355

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(1) The closing prices of Class A Common Stock and Class B Common Stock at
December 31, 2001 were $31.65 and $32.00 per share, respectively. These
prices and share numbers have been adjusted for the two-for-one stock split
that was effective March 7, 2002.

Other Executive Compensation

In January 1997, the Company entered into a non-competition and employment
continuation agreement with James J. Bennett, its Executive Vice President and
Chief Operating Officer and a Director of the Company. Under the terms of this
Agreement, Mr. Bennett will give the Company six months' notice of any
intention to resign from his present position and will not compete with the
Company for two years after the end of his employment with Bio-Rad. Management
has agreed to nominate him as director for a period of three years following
his resignation from his present position. Following his resignation from his
present position, Mr. Bennett will continue to serve as an employee and perform
mutually agreed tasks for six weeks in each twelve-month period for up to five
years from his resignation. For those six weeks, he will be paid his weekly
salary in effect at the time of his resignation plus $2,500 per week. For
mutually agreed assignments extending beyond the six weeks, or if Mr. Bennett
does not remain a director, his compensation would be at his weekly pay rate in
effect at the time of his resignation from his present position. He will be
entitled to exercise his stock options for a period of four years after the end
of his employment with Bio-Rad.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is composed of Albert J. Hillman and Philip L.
Padou. The Company currently has no interlocking relationships with another
entity involving any of its Compensation Committee members, and no executive
officer of the Company serves on the Compensation Committee. James J. Bennett,
David Schwartz and Norman Schwartz participate in general Board of Directors'
discussions of compensation, bonuses and stock options. David, Norman and Alice
N. Schwartz were absent from and did not participate in the discussions or
decisions concerning the President's compensation.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Compensation Committee was formed in December 1993. The function of the
Compensation Committee is to review and approve the compensation arrangements
for the Company's senior management and any compensation plans in which the
executive officers and directors are eligible to participate. The Compensation
Committee of the Board of Directors has furnished the following report on
executive compensation, which also refers to decisions made by Philip L. Padou,
Albert J. Hillman and other members of the Board of Directors prior to the
formation of the Compensation Committee.

Objectives and Overview

The overall objectives of the Company's executive compensation programs are:

. to attract, retain and motivate key executive talent;

. to reward key executives based on business performance;

. to align executive incentives with the interests of stockholders; and

. to encourage the achievement of Company objectives.

Executive compensation consists of four components: (1) base salary; (2)
annual and special incentive bonus payments; (3) long-term incentives in the
form of stock options; and (4) contributions to the Company's profit sharing
plan. The Company strives to provide a competitive total compensation package
to senior management based on professionally compiled surveys of broad groups
of companies of comparable size within related industries.

Base Salary

Each year, the Company obtains studies of compensation trends, practices and
levels from a variety of nationally recognized independent compensation surveys
in order to determine the competitiveness of the pay structure for its senior
managers. Within the comparative groups of companies surveyed, the Company sets
executive base salaries and total compensation near and below the arithmetic
mean of the surveys, respectively. Each executive's base salary is determined
by an assessment of the executive's job description and current salary in
relation to the salary range designated for the position in the compensation
surveys. Adjustments are made when necessary to reflect changes in
responsibilities or competitive industry pressures. Each executive's
performance is evaluated annually to determine individual merit increases
within the overall guidelines established in each year's budget process. For
2001, the Company merit increase guideline was 5.5% and was based on the
compensation surveys.

Incentive Bonus Payments

Executive officers of the Company, including the President, are eligible for
an annual incentive bonus and special bonuses, determined as a percentage of
the officers' eligible wages. Annual bonuses are awarded to executive officers,
including the President and other key employees of the Company and its
operating units, who meet certain annual Company and operating unit goals,
which are previously established by senior management. In 2001, the performance
factors used in calculating bonuses included sales volume, direct contribution
and inventory and/or receivable management turns, as measured against annual
objectives. Performance goals have been established for the Company as a whole
and for each operating unit. Bonuses are determined using these performance
factors and comparisons to competitive industry standards. The bonus
calculation is weighted between Company performance and operating unit
performance according to the responsibilities of each executive. Incentive
bonuses may be awarded in cash and/or stock.

Bonuses for performance in 2001 were awarded in March 2002 and ranged from
0% to 53.94% of base salaries. Bonuses for 2000 were awarded in March 2001 and
ranged from 0.85% to 51.75% of base salaries. Bonuses for 1999 were awarded in
March 2000 and ranged from 0.31% to 49.4% of base salaries. Because bonuses are
based on growth and profitability, trends in bonus awards generally track
operating unit and Company performance. Special bonuses are awarded only on
completion of specific projects or transactions.

Long-Term Incentives

The Company provides its executive officers and other key employees with
long-term incentive compensation through the grant of stock options. The
Company believes that stock options provide the Company's key employees with
the opportunity to purchase and maintain an equity interest in the Company and
to share in the appreciation of the value of the stock. Stock options are
intended to align executive interests with the interests of stockholders and
therefore directly motivate senior management to maximize long-term stockholder
value. The stock options also create an incentive to remain with the Company
for the long term because the options are vested over a four or five-year
period. Because all options are granted at no less than the fair market value
of the underlying stock on the date of grant, stock options provide value to
the recipients only when the price of Bio-Rad Common Stock increases over time.

The Board of Directors has delegated certain responsibilities of
administration of the Company's stock option plans to the Stock Option Award
Committee. The Stock Option Award Committee is composed of Albert J. Hillman
and Philip L. Padou and is responsible for determining the timing and
distribution of grants subject to the terms of the current option plans. The
Stock Option Award Committee also determines the total number of shares granted
and the allocation of shares to individual executive officers and key
employees. Recommendations from senior management and other factors are
considered including: the responsibility level, individual performance and
contribution to the Company's business of each officer and key employee. The
option grants are submitted to the Board of Directors for ratification and the
date of grant is the date of the Board of Directors meeting. In 2001, the
Company granted no options to any executive officers or key employees.

Profit Sharing Plan Contributions

The Company's employees who are directors or officers are entitled to
participate in the Bio-Rad Laboratories, Inc. Employees' Deferred Profit
Sharing Retirement Plan ("Profit Sharing Plan") on the same basis as all other
Company employees. The Profit Sharing Plan covers all full-time employees of
the Company, or any of its participating subsidiaries, who have completed one
year of service. Contributions to the Profit Sharing Plan are determined each
year by the Board of Directors in its sole discretion and are allocated among
each participant based on the ratio his or her compensation bears to the
aggregate compensation of all participants. For 2001, the Board of Directors
approved a contribution of 5% of eligible compensation. Participants are vested
100% after five years of service, but funds are not distributed until
retirement, termination of employment with the Company or as required by
regulation or law.

President's Compensation

For 2001, the Compensation Committee was primarily responsible for
determining and approving the President's compensation. The President's
compensation was compared with compensation of other CEOs in the
above-mentioned surveys and proxy statements for comparable companies. David
Schwartz's salary is typically set within the mid-range of CEO's salaries
surveyed for comparable companies. There was no change to Mr. Schwartz's salary
in 1999, 2000 or 2001.

The President's annual bonus is based on the achievement of the Company's
financial goals. The same performance criteria are used to calculate his annual
bonus as those established for other eligible executive officers. These
criteria are discussed above under Incentive Bonus Payments. A bonus was paid
in 2002 based on performance against previously established growth and
profitability targets for 2001.

In addition, in 2001, Mr. Schwartz received "split dollar" life insurance
benefits from the Company. The Board of Directors of the Company has determined
that in the event of the demise of David Schwartz and Alice Schwartz, their
heirs might be required to sell a significant amount of their holdings in the
Company in order to satisfy estate taxes. As the Board believes that such event
might result in a major disruption in the trading of the stock, it has
determined that it is in the best interest of all shareholders to procure a
life insurance policy that would provide proceeds to the heirs for the payment
of such taxes. The Company is a party to a "split dollar" life insurance
agreement with a trust established by David Schwartz and Alice Schwartz for
their heirs under which the trust is the beneficiary of a life insurance policy
insuring the lives of David Schwartz and Alice Schwartz for which the Company
pays the premiums. Upon the death of each of David Schwartz and Alice Schwartz
prior to the termination of the agreement, a portion of the premiums previously
advanced by the Company under the insurance policy will be repaid to the
Company. Included in the compensation amounts shown for David Schwartz in
fiscal year 2001 is $595,067, representing the premium payment by the Company
in such year.

To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Compensation Committee considers the
anticipated tax consequences to the Company and to its executives of various
payments and benefits. Some types of compensation payments and their
deductibility (e.g., the spread on exercise of non-qualified options) depend
upon the timing of an executive's vesting or exercise of previously granted
rights. Further, interpretations of and changes in the tax laws and other
factors beyond the Compensation Committee's control also affect the
deductibility of compensation. For these and other reasons, the Compensation
Committee will not necessarily limit executive compensation to that deductible
under Section 162(m) of the Internal Revenue Code. The Compensation Committee
will consider various alternatives to preserving the deductibility of
compensation payments and benefits to the extent reasonably practicable and to
the extent consistent with its other compensation objectives.

THE COMPENSATION COMMITTEE

Albert J. Hillman
Philip L. Padou

The compensation committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act or the Exchange Act, and
shall not otherwise be deemed filed under these acts

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Our audit committee was established on September 24, 1992, and adopted its
audit committee charter on June 7, 2000. During fiscal 2001, the audit
committee of the Board of Directors was comprised of Albert J. Hillman,
Ruediger Naumann-Etienne and Philip L. Padou who were "independent" directors,
as determined in accordance with Rule 121(A) of the American Stock Exchange's
regulations. Albert J. Hillman and Ruediger Naumann-Etienne joined the Audit
Committee in October 2001; Philip L. Padou joined the Audit Committee in
September 1992.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted accounting practices and to
issue a report thereon. The Audit Committee's responsibility is to monitor and
oversee these processes. The following is the Audit Committee's report
submitted to the Board of Directors for the fiscal year ended December 31, 2001.

The audit committee has:

. reviewed and discussed the Company's audited financial statements with
management;

. discussed with Arthur Andersen LLP, the Company's independent auditors,
the matters required to be discussed by Statement on Auditing Standards
No. 61, as may be modified or supplemented; and

. received from Arthur Andersen LLP the written disclosures and the letter
regarding its independence as required by Independence Standards Board
Standard No. 1, as may be modified or supplemented, and discussed the
auditors' independence with them.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 for filing with the Securities and Exchange Commission.

Audit Fees: The aggregate fees billed for professional services rendered
for the audit of the Company's annual financial statements (including all the
Company's subsidiaries) for the fiscal year ended December 31, 2001 and the
reviews of the financial statements included in the Company's Forms 10-Q for
that fiscal year were $1,045,552.

Financial Information Systems Design and Implementation Fees: For the
fiscal year ended December 31, 2001, the Company paid no fees to its principal
accountants for professional services rendered in connection with the
operation, supervision or management of the Company's information systems or
local area network, or for the design or implementation of a hardware or
software system for aggregating source data underlying the Company's financial
statements, or generating information that is significant to such statements,
taken as a whole.

All Other Fees: The aggregate fees billed for services rendered by the
Company's principal accountants, other than described above, for the fiscal
year ended December 31, 2001 were $211,752.

The Company's audit committee has considered whether the provision of
services described above under the captions "Audit Fees" and "Financial
Information Systems Design and Implementation Fees" are compatible with
maintaining the principal accountant's independence, and has determined that
the provision of such services to the Company does not compromise the principal
accountant's independence.

THE AUDIT COMMITTEE

Albert J. Hillman
Ruediger Naumann-Etienne
Philip L. Padou

The audit committee report shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act or the Exchange Act, and shall not otherwise be
deemed filed under these acts.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative stockholder returns over the
past five years for the Company's Class A Common Stock, the American Stock
Exchange Market Value Index and a selected peer group/(1)/, assuming $100
invested on December 31, 1996, and reinvestment of dividends:

[CHART]

Bio-Rad Peer Group AMEX

1996 105.72687220 102.6680396 106.3933021
1997 92.07048458 101.8830992 129.0389070
1998 74.00881057 126.3668569 131.2843150
1999 82.37885463 121.5299298 169.5985262
2000 112.07048460 213.2775542 176.7907630
2001 223.07268720 198.3296408 170.5670978

(1) The peer group consists of the following public companies: Beckman Coulter;
Becton Dickinson; Diagnostic Products; Invitrogen; Meridian Bioscience;
Millipore; and PerkinElmer Inc. Companies in the peer group reflect
Bio-Rad's participation in two different markets: life science research
products and clinical diagnostics. No single public or private company has
a comparable mix of products which serve the same markets. In many cases,
only one division of a peer group company competes in the same markets as
Bio-Rad. Collectively, the peer group reflects products and markets similar
to those of Bio-Rad.

This stock performance graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act or the Exchange Act, and shall not
otherwise be deemed filed under these acts.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities
("Insiders"), to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of Common
Stock of the Company. Insiders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) reports which they file.

To the Company's knowledge, based solely upon its review of the copies of
such reports furnished to the Company and written representations from certain
Insiders that no other reports were required, during the fiscal year ended
December 31, 2001 all Section 16(a) filing requirements applicable to Insiders
were complied with, with the following exceptions: (i) certain Form 4 filings
for Thomas Chesterman, James Stark, David Schwartz and Alice Schwartz were
delayed; (ii) the Form 5 filings for 2000 for David Schwartz and Norman
Schwartz were delayed; (iii) the Form 3 filing for Dr. Ruediger Etienne-Naumann
was delayed and (iv) the Form 5 filing for 2001 for Dr. Ruediger
Etienne-Naumann was delayed.

II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Arthur Andersen LLP, independent public
accountants, to serve as Bio-Rad's auditors for the fiscal year ending December
31, 2002. A representative of Arthur Andersen LLP is expected to be present at
the annual meeting of stockholders to make a statement if he or she desires to
do so and to respond to appropriate questions.

Although it is not required to do so, Bio-Rad wishes to provide stockholders
with the opportunity to express their opinion on the selection of auditors, and
accordingly is submitting a proposal to ratify the selection of Arthur Andersen
LLP. If the stockholders should fail to ratify this proposal, the Board of
Directors will consider the selection of another auditing firm.

The Board of Directors recommends that you vote FOR ratification of Arthur
Andersen LLP to serve as the Company's auditors for the fiscal year ending
December 31, 2002.

III. APPROVAL OF AMENDMENT TO THE AMENDED
1988 EMPLOYEE STOCK PURCHASE PLAN

The Amended 1988 Employee Stock Purchase Plan (the "Purchase Plan") was
approved by stockholders in its original form in 1988. The original Purchase
Plan authorized the use of 300,000 newly issued shares and 300,000 outstanding
shares, purchased from the open market, for sale to eligible employees at a
discount of 15%. The original Purchase Plan was amended in 1992, 1994 and 1999
to authorize an aggregate of 600,000 additional newly issued shares (to a new
total of 900,000 newly issued shares) and the resale of 290,000 additional
shares (to a new total of 590,000 shares). As of December 31, 2001, 7,545
shares remain authorized and available. The addition of shares to the Purchase
Plan is necessary to continue availability of shares for purchase by employees.
(All share numbers in this section have been adjusted for stock splits,
including the two-for-one stock split of the Company's Class A and Class B
Common Stock effected in the form of a stock dividend paid on March 7, 2002.)

The Amendment

Subject to stockholder approval, the Board of Directors has approved an
amendment to the Purchase Plan increasing by 400,000 the authorized number of
shares to be sold to employees participating in the Purchase Plan. These shares
may be newly issued or outstanding shares purchased from the open market.

Description of the Purchase Plan

The following is a general summary of the principal provisions of the
Purchase Plan, including the amendment described above. A copy of the proposed
amendment is set forth in Appendix A to this Proxy Statement. This summary is
not intended to be complete and reference should be made to the Purchase Plan
as it is proposed to be amended for a complete statement of its terms and
provisions. Any stockholder who desires to review the text of the Purchase Plan
can obtain a copy by writing to the Company's Secretary.

The Purchase Plan is intended to provide employees with an equity interest
in the Company and to enhance the employees' sense of participation in Company
affairs. The Purchase Plan is designed to meet the requirements of Section 423
of the Internal Revenue Code and afford to participating employees the tax
benefits available under Section 423. See "Federal Income Tax Consequences."

A committee of the Board of Directors or an administrator selected by the
Board administers the Purchase Plan consistent with Rule 16b-3 under the
Securities Exchange Act of 1934, as amended. The committee or administrator
designates the enrollment period, scheduled purchase dates and other such
administrative matters. Significant modifications, such as increasing the
number of authorized shares, require approval of the stockholders.

All full-time employees of the Company and participating subsidiaries,
including officers and directors who are also employees, are eligible to
participate in the Purchase Plan after six months of employment. All eligible
employees have equal rights and privileges under the Purchase Plan. Employees
owning five percent or more of the Voting Power of the Company are not eligible
to participate in the Purchase Plan. Any eligible employee may enroll in the
Purchase Plan as of the first trading day of any three-month period. As of
December 31, 2001, approximately 2,024 employees were eligible to participate
and approximately 423 were enrolled in the Purchase Plan.

Participating employees may elect to make contributions to the Purchase Plan
through payroll deductions at a designated percentage of monthly base earnings
from the Company up to a maximum of 10%. No employee is permitted under the
Purchase Plan to purchase Common Stock at a rate which exceeds $25,000 of fair
market value of Common Stock in any calendar year. At any time before a
scheduled purchase date, a participant may elect to withdraw funds contributed
to the Purchase Plan.

The cost for each share purchased is 85% of the lower of the fair market
value on the first trading day or the last trading day of an enrollment period.
The length of each enrollment period is currently three months. As of March 8,
2002 the closing market price of Class A Common Stock was $33.00.

The following shares of Class A Common Stock were purchased for
contributions made in fiscal year 2001: David Schwartz, 0 shares; James J.
Bennett, 0 shares; Sanford S. Wadler, 0 shares; Norman Schwartz, 0 shares; John
Goetz, 212 shares; all executive officers as a group, 1,066 shares; and all
other employees, 77,776 shares. These shares have been adjusted for the March
2002 two-for-one stock split effected in the form of a 100% stock dividend.

Federal Income Tax Consequences

The following discussion is a general summary of the current material U.S.
federal income tax consequences to U.S. participants in the Purchase Plan. The
summary does not discuss all aspects of federal income taxation that may be
relevant to a particular participant in light of such participant's personal
investment circumstances, nor does it describe state or other tax consequences.
The Purchase Plan is intended to meet the requirements of an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code.

Neither the grant of the right to purchase shares, nor the purchase of
shares, under the Purchase Plan has a federal income tax effect on employees or
the Company. Any United States tax liability to the employee and any tax
deductions to the Company are deferred until the employee sells the shares,
disposes of the shares by gift or dies.

In general, if shares are held for more than one year after they are
purchased and for more than two years from the beginning of the enrollment
period in which they are purchased, or if the employee dies while owning the
shares, gain on the sale or other disposition of the shares constitutes
ordinary income to an employee (with no corresponding deduction to the Company)
to the extent of the lesser of (1) 15% of the fair market value of the shares
at the beginning of the enrollment period, or (2) the gain on the sale (the
amount by which the market value of the shares on the date of sale, gift or
death, exceeds the employee's purchase price). Any additional gain is a capital
gain. If the shares are sold or disposed of prior to meeting both of the
holding periods, an employee recognizes ordinary income (and the Company
receives a corresponding deduction) to the extent that the fair market value of
the shares at the date of the purchase exceeds the employee's purchase price.
Any appreciation or depreciation after the date of the employee's purchase
(measured with respect to the market value of the shares on the date of the
employee's purchase) is treated as capital gain or loss.

The Board of Directors recommends that you vote FOR the proposal to amend
the Amended and Restated 1988 Employee Stock Purchase Plan.

IV. OTHER MATTERS

At the date of this Proxy Statement, the Board of Directors does not know of
any business to be presented for consideration at the meeting other than that
described above. If any other business should properly come before the meeting,
the shares represented by Proxies will be voted in accordance with the judgment
of the persons named in such Proxies.

The annual report of the Company for the year ended December 31, 2001,
including financial statements, has been mailed, or is being mailed
concurrently with this Proxy Statement, to all stockholders of the Company as
of the record date for the annual meeting.

Stockholders of record on March 8, 2002 may obtain copies without charge of
the Company's annual report on Form 10-K (excluding exhibits) filed with the
SEC by contacting:

Bio-Rad Laboratories, Inc.
Attn: Corporate Secretary
1000 Alfred Nobel Drive
Hercules, CA 94547

http://www.bio-rad.com

STOCKHOLDER PROPOSALS

If you want the Company to consider including a proposal in next year's
proxy statement, you must deliver it in writing to Bio-Rad Laboratories, Inc.
at 1000 Alfred Nobel Drive, Hercules, California 94547, Attention: Secretary,
no later than December 2, 2002.

If you want to present a proposal at next year's annual meeting but do not
wish to have it included in the Company's proxy statement, you must submit it
in writing to the Company at the above address by March 10, 2003.

By order of the Board of Directors
BIO-RAD LABORATORIES, INC.

SANFORD S. WADLER, Secretary

Hercules, California
April 1, 2002

APPENDIX A

AMENDMENT TO THE AMENDED
1988 EMPLOYEE STOCK PURCHASE PLAN

This Amendment to the Bio-Rad Laboratories, Inc. Amended 1988 Employee Stock
Purchase Plan (the "Amendment") is adopted by Bio-Rad Laboratories, Inc., a
Delaware corporation (the "Company"), effective as of , 2002.

RECITALS:

A. The Company's Amended 1988 Employee Stock Purchase Plan (the "ESPP") was
adopted by the Board of Directors (the "Board") on March 2, 1988, and
approved by the stockholders of the Company on April 26, 1988.

B. The ESPP currently authorizes 1,490,000 shares of Common Stock for sale
under the ESPP. This amendment increases the aggregate number of shares of
Common Stock subject to the ESPP from 1,490,000 to 1,890,000.

C. Section 19 of the ESPP provides that the Board may amend the ESPP, subject
in certain instances to receipt of approval of the stockholders of the
Company.

D. Effective February 5, 2002, the Board unanimously recommended and the Board
unanimously adopted this Amendment in the form given below (the "Amendment").

E. The Amendment was approved by the stockholders of the Company at its Annual
Meeting of Stockholders held on April 23, 2002.

AMENDMENT

1. The first paragraph of Section 3 of the ESPP is hereby amended to read in
its entirety as follows:

"3 Number of Shares

The Company has authorized for sale under the Plan 1,890,000 shares of
Common Stock, which shares may be newly issued, reacquired in private
transactions or purchased on the open market."

The undersigned, Sanford S. Wadler, Secretary of the Company, hereby
certifies that the Board and the stockholders of the Company adopted the
foregoing Amendment as stated above.

Executed at Hercules, California this day of , 2002.

_____________________________________
Sanford S. Wadler, Secretary

A-1

APPENDIX B

Proxy
Class A Common Stock

BIO-RAD LABORATORIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS

April 23, 2002

The undersigned does hereby appoint DAVID SCHWARTZ and SANFORD S. WADLER and
each of them, attorneys-in-fact and agents with full powers of substitution,
for and in the name, place and stead of the undersigned, to vote as proxies or
proxy all the shares of Class A Common Stock of Bio-Rad Laboratories, Inc.
("Bio-Rad") of record in the name of the undersigned at the close of business
on March 8, 2002, at the Annual Meeting of Stockholders, to be held at the
Company's corporate offices, 1000 Alfred Nobel Drive, Hercules, California, on
Tuesday, April 23, 2002 at 4:00 p.m., Pacific Time, and at any adjournments or
postponements thereof:

PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE

(Continued and to be signed on the reverse side.)

This proxy will be voted as specified below. If no voting instructions are
indicated with respect to one or more of the proposals, the proxy will be voted
in favor of the proposal(s). This proxy confers authority for each of the
persons indicated on the reverse to vote in his discretion on other matters
which may properly come before the meeting. The Board of Directors recommends a
Vote FOR Items 1, 2 and 3.

Item 1. ELECTION OF THE FOLLOWING DIRECTORS: ALBERT J. HILLMAN, PHILIP L. PADOU.

For All Withhold All For All Except
[_] [_] [_]

_______________________________________________________________________________
(Instructions: To withhold authority to vote for any nominee(s), write the
name(s) of such nominee(s) above.)

Item 2. PROPOSAL to ratify the selection of Arthur Andersen LLP to serve as the
Company's independent auditors.

For Against Abstain
[_] [_] [_]

Item 3. PROPOSAL to amend the Amended 1988 Employee Stock Purchase Plan to
increase the authorized number of shares available for sale thereunder
by 400,000.

For Against Abstain
[_] [_] [_]

Dated: ___________________________________________________________________

Signature: _______________________________________________________________

Signature,
If held jointly: _________________________________________________________

Receipt of the Notice of Annual Meeting of Stockholders and proxy statement
is hereby confirmed.

Please sign exactly as your name appears hereon or on the stock certificate.
Executors, administrators or trustees should indicate their capacities. If
stock is held in joint names, both registered holders should sign. No
witness or notarization is necessary.

--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\

YOUR VOTE IS IMPORTANT!

PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

Proxy
Class B Common Stock

BIO-RAD LABORATORIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS

April 23, 2002

The undersigned does hereby appoint DAVID SCHWARTZ and SANFORD S. WADLER and
each of them, attorneys-in-fact and agents with full powers of substitution,
for and in the name, place and stead of the undersigned, to vote as proxies or
proxy all the shares of Class B Common Stock of Bio-Rad Laboratories, Inc.
("Bio-Rad") of record in the name of the undersigned at the close of business
on March 8, 2002, at the Annual Meeting of Stockholders, to be held at the
Company's corporate offices, 1000 Alfred Nobel Drive, Hercules, California, on
Tuesday, April 23, 2002 at 4:00 p.m., Pacific Time, and at any adjournments or
postponements thereof:

PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE

(Continued and to be signed on the reverse side.)

Item 1. ELECTION OF THE FOLLOWING DIRECTORS: JAMES J. BENNETT,
RUEDIGER NAUMANN-ETIENNE, ALICE N. SCHWARTZ, DAVID SCHWARTZ AND NORMAN
SCHWARTZ.

For All Withhold All For All Except
[_] [_] [_]

_______________________________________________________________________________
(Instructions: To withhold authority to vote for any nominee(s), write the
name(s) of such nominee(s) above.)

Item 2. PROPOSAL to ratify the selection of Arthur Andersen LLP to serve as the
Company's independent auditors.

For Against Abstain
[_] [_] [_]

Item 3. PROPOSAL to amend the Amended 1988 Employee Stock Purchase Plan to
increase the authorized number of shares available for sale thereunder
by 400,000.

For Against Abstain
[_] [_] [_]

Dated: ___________________________________________________________________

Signature: _______________________________________________________________

Signature,
If held jointly: _________________________________________________________

Receipt of the Notice of Annual Meeting of Stockholders and proxy statement
is hereby confirmed.

--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\

YOUR VOTE IS IMPORTANT!

PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.