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<SEC-DOCUMENT>0000012208-03-000002.txt : 20030326
<SEC-HEADER>0000012208-03-000002.hdr.sgml : 20030325
<ACCEPTANCE-DATETIME>20030326152205
ACCESSION NUMBER:		0000012208-03-000002
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20021231
FILED AS OF DATE:		20030326

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BIO RAD LABORATORIES INC
		CENTRAL INDEX KEY:			0000012208
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY ANALYTICAL INSTRUMENTS [3826]
		IRS NUMBER:				941381833
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07928
		FILM NUMBER:		03618191

	BUSINESS ADDRESS:	
		STREET 1:		1000 ALFRED NOBEL DR
		CITY:			HERCULES
		STATE:			CA
		ZIP:			94547
		BUSINESS PHONE:		5107247000
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>r10k2002.txt
<TEXT>





                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  _________

                                  FORM 10-K
       __
      | X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           For the fiscal year ended December 31, 2002

                                 OR
       __
      |__| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

      For the transition period from _________ to _________________

                        Commission file number  1-7928

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

               Delaware                                   94-1381833
      (State or Other Jurisdiction                      (I.R.S. Employer
       of Incorporation or Organization)                 Identification No.)

       1000 Alfred Nobel Drive, Hercules, CA                94547
      (Address of Principal Executive Offices)            (Zip Code)

      Registrant's telephone number, including area code (510)724-7000

      Securities registered pursuant to Section 12(b) of the Act:
      <table>
      <caption>
                                                                                            Market Value on
                                       Name of Each Exchange      Shares Outstanding    March 4, 2003 of Stocks
        Title of Each Class             on Which Registered          March 4, 2003        Held by Non-Affiliates
        -------------------            ---------------------      ------------------    ------------------------
        <s>                             <s>                             <c>                 <c>
        Class A Common Stock
        Par Value $0.0001 per share     American Stock Exchange         20,443,314          $596,629,362

        Class B Common Stock
        Par Value $0.0001 per share     American Stock Exchange          4,851,942          $ 20,676,246

        </table>
      Securities registered pursuant to Section 12(g) of the Act:

                                     NONE

      Indicate by check mark whether the registrant (1) has filed all
      reports required to be filed by Section 13 or 15(d) of the
      Securities Exchange Act of 1934 during the preceding 12 months
      (or for such shorter period that the registrant was required to
      file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.  Yes  X   No _____

      Indicate by check mark if disclosure of delinquent filers
      pursuant to Item 405 of Regulation S-K is not contained herein,
      and will not be contained, to the best of registrant's knowledge,
      in definitive proxy or information statements incorporated by
      reference in Part III of this Form 10-K or any amendment to this
      Form 10-K.  [ ]


      Indicate by check mark whether the registrant is an accelerated
      filer (as defined in Rule 126-2 of the Act). Yes X  No____


                    Documents Incorporated by Reference

               Document                             Form 10-K Parts
      _________________________________________    ____________________
      (1) Annual Report to Stockholders for the
          fiscal year ended December 31, 2001
          (specified portions)                           I, II, IV
      (2) Definitive Proxy Statement to be mailed
          to stockholders in connection with the
          registrant's 2002 Annual Meeting of
          Stockholders (specified portions)                 III

       <page>






                                      P A R T  I
          ITEM 1. BUSINESS

          General

          Founded in 1957, Bio-Rad Laboratories, Inc. ("Bio-Rad" or the
          "Company") was initially engaged in the development and
          production of specialty chemicals used in biochemical,
          pharmaceutical and other life science research applications.  In
          1967, the Company entered the field of clinical diagnostics with
          the development of its first test kit based on separation
          techniques and materials developed for life science research.
          Recognizing that the fields of clinical diagnostics and life
          science research were evolving toward more automated techniques,
          Bio-Rad expanded into the field of analytical and measuring
          instrument systems through internal research and development
          efforts and acquisitions in the late 1970's and 1980's.

          As Bio-Rad broadened its product lines, it also expanded its
          geographical market.  The Company has distribution
          channels in thirty countries outside the United States through
          subsidiaries whose primary focus is customer service and
          product distribution.

          On October 1, 1999 Bio-Rad acquired the stock of Pasteur Sanofi
          Diagnostics (PSD) and the rights to certain ancillary assets for
          $210 million.  PSD was founded by the Institut Pasteur to
          commercialize its diagnostic research, and holds certain
          exclusive licenses from the Institut Pasteur in the HIV and
          infectious disease diagnostic product market.  PSD also expanded
          the geographic reach and market penetration for the Company's
          product particularly in Latin America, Africa and France.

          During 2000 and 2001, the Company sold substantially all of its
          analytical instruments product lines.  These divestitures have
          allowed the Company to focus on its core segments of Life Science
          and Clinical Diagnostics.

          Bio-Rad manufactures and supplies the life science research,
          healthcare, analytical chemistry and other markets with a broad
          range of products and systems used to separate complex chemical
          and biological materials and to identify, analyze and purify
          their components.

          Description of Business

          Business Segments

          The Company operates in two industry segments designated as Life
          Science and Clinical Diagnostics.  Each operates in both the
          United States and international markets.  For a description of
          business and financial information on industry and geographic
          segments, see Note 15 on pages 27 through 29 of Exhibit 13.1,
          which is incorporated herein by reference.




                                          1
<page>




          Life Science Segment.

          Life science is the study of the characteristics, behavior, and
          structure of living organisms and their component systems.  Life
          science researchers use a variety of products and systems--
          including reagents, instruments, software and apparatus-- to
          advance the study of life processes, drug discovery,
          biotechnology and food pathogen testing, primarily within a
          laboratory setting.

          We focus on selected segments of the life science market--
          proteomics, genomics and cell biology -- for which we estimate
          2002 worldwide sales totaled approximately $3 billion.  The
          primary technological applications that we supply to these
          segments consist of electrophoresis, image analysis, molecular
          detection, chromatography, gene transfer, sample preparation and
          amplification.  The primary end-users in our sectors of the
          market are universities and medical schools, industrial research
          organizations, government agencies, pharmaceutical manufacturers,
          biotechnology researchers and food testing laboratories.

          Clinical Diagnostics Segment.

          The clinical diagnostics industry encompasses a broad array of
          technologies incorporated into a variety of tests used to detect,
          identify and quantify substances in blood or other bodily fluids
          and tissues.  The test results are used as aids for medical
          diagnosis, detection, evaluation, monitoring and treatment of
          diseases and other medical conditions.  The bulk of tests are
          performed in vitro (literally, "in glass"), while the remainder
          consists of in vivo ("in the body") tests.  The most common type
          of in vitro tests are routine chemistry tests that measure
          important health parameters, such as glucose, cholesterol or
          sodium, as part of routine blood checks.  Other diagnostic tests
          are more specialized and require more sophisticated equipment and
          materials than do routine tests.  These specialized tests are
          also lower-volume and higher-priced than routine tests.  We
          estimate that in 2002 sales to the global clinical diagnostics
          industry totaled approximately $22 billion.

          The primary end-users in the areas of the clinical diagnostics
          industry we target are hospital laboratories, reference
          laboratories, physician office laboratories, government agencies
          and other diagnostics manufacturers.

          Raw Materials and Components

          The Company utilizes a wide variety of chemicals, biological
          materials, electronic components, machined metal parts, optical
          parts, minicomputers and peripheral devices.  Most of these
          materials and components are available from numerous sources and
          the Company has not experienced difficulty in securing adequate
          supplies.




                                          2
<page>




          Patents and Trademarks

          We own numerous U.S. and international patents and patent
          licenses.  We believe, however, that our ability to develop and
          manufacture our products depends primarily on our knowledge,
          technology and special skills.  Under several patent license
          agreements, we pay royalties on the sales of certain products.
          We view these patents and license agreements as valuable assets.

          Seasonal Operations and Backlog

          The Company's business is not inherently seasonal, however, the
          European custom of concentrating vacation during the summer
          months usually has had a negative impact on third quarter sales
          volume and operating income.

          For the most part, the Company operates in markets characterized
          by short lead times and the absence of significant backlogs.
          Management has concluded that backlog information is not material
          to the Company's business as a whole.

          Sales and Marketing

          Each of Bio-Rad's segments maintains a sales force to sell its
          products on a direct basis.  Each sales force is technically
          trained in the disciplines associated with its products.  Sales
          are also generated  through direct mail advertising, exhibits at
          trade shows and technical meetings, telemarketing, the Company
          website and by extensive advertising in technical and trade
          publications.  Sales and marketing efforts are augmented by
          technical service departments that assist customers in effective
          product utilization and in new product applications.  Bio-Rad
          also produces and distributes technical literature and holds
          seminars for customers on the use of its products.

          Our customer base is broad and diversified.  In 2002, no single
          customer accounted for more than 2% of our total net sales.  Our
          sales are affected by certain external factors.  For example, a
          number of our customers, particularly in the Life Science
          segment, are substantially dependent on government grants and
          research contracts for their funding. A significant reduction of
          government funding would have a detrimental effect on the results
          of this segment.

          The Company is the leading provider of BSE (Bovine Spongiform
          Encephalopathy or mad cow) tests throughout the world.  A large
          portion of the revenue for this product is from government
          agencies currently mandating the use of the test.  Competition,
          pricing, changes in test standards, technology or a decrease in
          government demand could negatively impact the Company's future
          revenue from this product.

          Most of the Company's international sales are generated by
          wholly-owned subsidiaries and their branch offices in Australia,
          Austria, Belgium, Brazil, Canada, the Czech Republic, Denmark,
          England, Finland, France, Germany, Hong Kong, Hungary,

                                          3
<page>



          India, Israel, Italy, Japan, Korea, Mexico, the Netherlands, New
          Zealand, Norway, People's Republic of China, Poland, Portugal,
          Russia, Singapore, South Africa, Spain, Sweden, Switzerland,
          Taiwan and Thailand.  Certain of these subsidiaries also have
          manufacturing facilities.  While Bio-Rad's international
          operations are subject to certain risks common to foreign
          operations in general, such as changes in governmental
          regulations, import restrictions and foreign exchange
          fluctuations, the Company's international operations are
          principally in developed nations, which the Company regards as
          presenting no significantly greater risks to its operations than
          are present in the United States.

          Competition

          Most markets served by our product groups are competitive.  Our
          competitors range in size from start-ups to large multinational
          corporations. Reliable independent information on sales and
          market share of products produced by our competitors is not
          generally available.  We believe, however, based on our own
          marketing information, that while some competitors are dominant
          with respect to certain individual products, no one company,
          including us, is dominant with respect to a material portion of
          any segment of our business.

          Life Science Segment.  Because of the breadth of its product
          lines, Life Science does not face the same competitor for all of
          its products.  Competitors in this market include Amersham
          Biosciences, Invitrogen, Qiagen, Zeiss and Applied Biosystems.
          We compete primarily on meeting performance specifications.

          Clinical Diagnostics Segment.  Competitors in this segment range
          in size from small private companies to large multinational
          corporations.  We compete only in very specific market niches and
          do not attempt to pursue the most competitive general diagnostics
          markets.  We compete based on our technological ability to
          provide customers with very specific tests and believe we are
          usually a significant competitor within our market niche.
          Competitors include Abbott Laboratories, bioMerieux, Inc., Roche
          Diagnostics, BioChem Pharma, Inova, diaSorin and Medical Analysis
          Systems.

          Product Research and Development

          The Company conducts extensive product research and development
          activities in all areas of our business, employing  approximately
          500 people worldwide in these activities.  Research and
          development have played a major role in Bio-Rad's growth and are
          expected to continue to do so in the future.  Our research teams
          are continuously developing new products and new applications for
          existing products.  In our development and testing of new
          products and applications, we consult with scientific and medical
          professionals at universities, hospitals and medical schools, and
          in industry.  We spent approximately $82.9 million, $76.5 million
          and $68.1 million on research and development activities during
          the years ended December 31, 2002, 2001, and 2000, respectively.


                                          4
<page>



          Regulatory Matters

          The manufacturing, marketing and labeling of certain of our
          products (primarily diagnostic products) are subject to
          regulation in the United States by the Center for Devices and
          Radiological Health of the United States Food and Drug
          Administration (FDA) and in other jurisdictions by state and
          foreign government authorities.  FDA regulations require that
          some new products have pre-marketing approval by the FDA and
          require certain products to be manufactured in accordance with
          "good manufacturing practices," to be extensively tested and to
          be properly labeled to disclose test results and performance
          claims and limitations.

          As a multinational manufacturer and distributor of sophisticated
          instrumentation equipment, we must meet a wide array of
          electromagnetic compatibility and safety compliance requirements
          to satisfy regulations in the United States, the European
          Community and other jurisdictions.  The FDA must approve an
          export permit application before companies can market products
          outside the U.S. prior to the products' receipt of FDA approval.
          The requirements relating to testing and trials, product
          licensing, pricing and reimbursement vary widely among countries.

          Our operations are subject to federal, state, local and foreign
          environmental laws and regulations that govern such activities as
          emissions to air and discharges to water, as well as handling and
          disposal practices for solid, hazardous and medical wastes.  In
          addition to environmental laws that regulate our operations, we
          are also subject to environmental laws and regulations that
          create liabilities and clean-up responsibility for spills,
          disposals or other releases of hazardous substances into the
          environment as a result of our operations or otherwise impacting
          real property that we own or operate.  The environmental laws and
          regulations also subject us to claims by third parties for
          damages resulting from any spills, disposals or releases
          resulting from our operations or at any of our properties.

          Employees

          At December 31, 2002, Bio-Rad had approximately 4,600 full-time
          employees.  Fewer than 11% of Bio-Rad's 2,200 U. S. employees are
          covered by a collective bargaining agreement which will expire on
          November 7, 2006.  Many of Bio-Rad's non-U.S. full-time
          employees, especially in France, are covered by collective
          bargaining agreements.  Bio-Rad considers its employee relations
          in general to be good.

          Available Information

          The Company files annual, quarterly, and current reports, proxy
          statements, and other documents with the Securities and Exchange
          Commission (SEC) under the Securities Exchange Act of 1934.  The
          public may read and copy any materials that the Company files
          with the SEC at the SEC's Public Reference Room at 450 Fifth
          Street, NW, Washington, DC 20549.  The public may obtain
          information on the operation of the Public Reference Room by

                                          5
<page>



          calling the SEC at 1-800-SEC-0330.  Also, the SEC maintains an
          Internet website that contains reports, proxy and information
          statements, and other information regarding issuers, including
          the Company, that file electronically with the SEC.  The public
          can obtain any documents that the Company files with the SEC at
          http://www.sec.gov.

          The Company's website address is www.bio-rad.com.  The Company
          makes available, free of charge through its Internet website, its
          Form 10-K's, 10-Q's and 8-K's, and any amendments to these forms,
          as soon as reasonably practicable after filing with the SEC.

          ITEM 2. PROPERTIES

          We own our Corporate headquarters located in Hercules,
          California.  The principal manufacturing and research locations
          for each segment are as follows:
                                                 Approximate
          Segment        Location                Square Ftg.   Owned/Leased

          Life Science   Richmond, California      201,000     Owned/Leased
                         Hercules, California      114,600     Owned
                         Hemel Hempstead, England  102,000     Leased
                         Milan, Italy               50,000     Leased

          Clinical
          Diagnostics    Hercules, California      135,000     Owned/Leased
                         Irvine, California        185,900     Leased
                         Greater Seattle,
                           Washington              127,600     Owned/Leased
                         Lille, France             182,000     Owned
                         Paris, France             162,000     Leased
                         Munich, Germany            55,000     Leased
                         Nazareth-Eke, Belgium      30,000     Leased

          Most manufacturing and research facilities also house
          administration, sales and distribution activities.  In addition,
          we lease office and warehouse facilities in a variety of
          locations around the world.  The facilities are used principally
          for sales, service, distribution and administration for both
          segments.

          The Life Science segment's Richmond, California distribution and
          instrument manufacturing facility lease expires in November 2005.
          The Marnes la Coquette facility near Paris, France which served
          as the corporate headquarters for PSD, as well as a significant
          manufacturing and research facility has been renewed until
          December 31, 2005.

          The Company is currently building additional facilities at its
          Northern California headquarters.  Historically, adequate space
          to expand sales and distribution channels has been available and
          we have leased space as needed.





                                          6
<page>




          ITEM 3.  LEGAL PROCEEDINGS

          Note 14, "Legal Proceedings," appearing on page 26 of the Exhibit
          13.1 is incorporated herein by reference.

          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          There were no matters submitted to a vote of the Company's
          security holders during the fourth quarter of the fiscal year
          covered by this report.

                                     P A R T  II

          ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
                   STOCKHOLDER MATTERS

          Information Concerning Common Stock

          The Company's Class A and Class B Common Stock are listed on the
          American Stock Exchange with the symbols BIO and BIO.B,
          respectively.  The following sets forth, for the periods
          indicated, the high and low prices for the Company's Class A and
          Class B Common Stock.

                                       Class A              Class B
                                    High      Low        High      Low
               2002
          Fourth Quarter           45.90     36.25      44.35     37.00
          Third Quarter            45.99     34.90      45.00     36.00
          Second Quarter           51.00     36.30      50.25     38.50
          First Quarter            38.00     27.45      37.50     27.50

               2001
          Fourth Quarter           33.00     22.85      32.50     22.50
          Third Quarter            28.88     21.00      27.00     22.50
          Second Quarter           25.65     17.05      24.75     19.75
          First Quarter            21.00     14.88      20.25     15.00


          On March 4, 2003 the Company had 1,133 holders of record of Class
          A Common Stock and 218 holders of record of Class B Common Stock.
          Bio-Rad has never paid a cash dividend and has no present plans
          to pay cash dividends.


          ITEM 6.  SELECTED FINANCIAL DATA

          The table headed "Summary of Operations and Selected Financial
          Data" appearing on page 1 of Exhibit 13.1 is incorporated herein
          by reference.

          ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS

          The section headed "Management's Discussion and Analysis of
          Results of Operations and Financial Condition" appearing on pages

                                          7
<page>



          33 through 41 of Exhibit 13.1 is incorporated herein by
          reference.

          ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                    RISK

          The section headed "Financial Risk Management" appearing on pages
          40-41 of Exhibit 13.1 is incorporated herein by reference.


          ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The Consolidated Financial Statements and Notes thereto and the
          Reports of Independent Public Accountants appearing on pages 2
          through 32 of Exhibit 13.1 are incorporated herein by reference.

          ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

          The Company filed a current report on Form 8-K with the SEC on
          July 10, 2002 noting a change in independent public accountants.


                                       PART III


          ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The sections labeled "Election of Directors" and "Section 16(a)
          Beneficial Ownership Reporting Compliance" of the definitive
          Proxy Statement mailed to stockholders in connection with the
          2003 Annual Meeting of Stockholders ("the 2003 Proxy Statement")
          are incorporated herein by reference.


          ITEM 11.  EXECUTIVE COMPENSATION

          The sections labeled "Executive Compensation and Other
          Information," "Compensation of Directors," "Compensation
          Committee Interlocks and Insider Participation," "Report of the
          Compensation Committee of the Board of Directors" and "Stock
          Performance Graph" of the 2003 Proxy Statement are incorporated
          herein by reference.















                                          8
<page>






          ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                    MANAGEMENT

          The section labeled "Principal and Management Stockholders" of
          the 2003 Proxy Statement is incorporated herein by reference.
<table>
<caption>

                                  (a)                    (b)                    (c)
                                Number of                             Number of securities
                               securities                            remaining available
                               to be issued       Weighted-average     for future issuance
                              upon exercise        exercise price         under equity
                              of outstanding        of outstanding     compensation plans
                          options, warrants    options, warrants  (excluding securities
            Plan Category       and rights            and rights     reflected in column(a))
            <s>
            Equity compensation
             plans approved by    <c>              <c>                      <c>
             security holders (1)  1,591,832        $     15.84              1,472,880 (2)

            Equity compensation
             plans not approved
             by stockholders               -                  -                      -
                                   ---------          ---------              ---------
            Total                  1,591,832        $     15.84              1,472,880
                                   =========          =========              =========
</table>
            (1) Consists of the Bio-Rad Laboratories, Inc. 1994 Stock Option
              Plan and the Bio-Rad Laboratories, Inc. Employee Stock
              Purchase Plan.

            (2)  Consists of 1,132,327 shares available for issuance under
               the Bio-Rad Laboratories, Inc. 1994 Stock Option Plan and
               340,553 shares available for issuance under the Bio-Rad
               Laboratories, Inc. Employee Stock Purchase Plan.


          ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The section labeled "Certain Relationships and Related Party
          Transactions" and "Compensation of Directors" of the 2003 Proxy
          Statement is incorporated herein by reference.

          ITEM 14.  CONTROLS AND PROCEDURES

          Within 90 days prior to the date of this report, the Company
          carried out an evaluation, under the supervision and with the
          participation of the Company's management, including the
          Company's Chief Executive Officer and the Company's Chief
          Financial Officer, of the effectiveness of the design and
          operation of the Company's disclosure controls and procedures.
          Based on the foregoing, the Company's Chief Executive Officer and
          Chief Financial Officer concluded that the Company's disclosure
          controls and procedures were effective.

          There have been no significant changes in the Company's internal
          controls or in other factors that could significantly affect the
          internal controls subsequent to the date the Company completed
          its evaluation.


                                          9
<page>




                                   P A R T  IV

        ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                  FORM 8-K

        (a) 1. Index to Financial Statements

               The following Consolidated Financial Statements are
               included in Exhibit 13.1 and are incorporated
               herein by reference pursuant to Item 8:
                                                               Page in
                                                           Exhibit 13.1
               Consolidated Balance Sheets
               at December 31, 2002 and 2001                      2-3

               Consolidated Statements of Income
               for each of the three years in the
               period ended December 31, 2002                       4

               Consolidated Statements of Cash Flows
               for each of the three years in the period
               ended December 31, 2002                              5

               Consolidated Statements of Changes in
               Stockholders' Equity for each of the three
               years in the period ended December 31, 2002          6

               Notes to Consolidated Financial Statements        7-29

               Independent Auditors' Report                     30-31
               Report of Independent Public Accountants            32

            2. Index to Financial Statement Schedule
                                                              Page in
                                                             Form 10-K
               Schedule II Valuation and Qualifying Accounts       11
               Independent Auditors' Report on
                 Supplemental Schedule                             12
               Report of Independent Public Accountants
                 on Schedule II                                    13

               All other  financial statement  schedules  are omitted  because
               they are not  required or because  the required information  is
               included in the Consolidated  Financial Statements or the Notes
               thereto.

            3. Index to Exhibits

               The exhibits listed in the accompanying Index to Exhibits on
               pages 13 through 15 of this report are filed or incorporated by
               reference as part of this report.

        (b)  Reports on Form 8-K

               Bio-Rad  filed a  current report  on Form  8-K with the  SEC on
               December 23,  2002, announcing executive  management transition
               plans.


                                          10
<page>









<table>
<caption>

                                BIO-RAD LABORATORIES, INC,.
                      SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                       Years Ended December 31, 2002, 2001 and 2000
                                      (In thousands)


          Reserve for doubtful accounts receivable


                                  Additions
                      Balance at  Charged to                           Balance
                      Beginning   Costs and                            at End
                       of Year     Expenses    Deductions    Other     of Year
          <s>          <c>          <c>          <c>         <c>       <c>
          2002 . . .   $11,509      $2,857      $(2,244)        --     $12,122
                        ======      ======       ======      ======     ======
          2001 . . .   $10,255      $5,200      $(3,946)        --     $11,509
                        ======      ======       ======      ======     ======
          2000 . . .   $ 9,582      $4,298      $(3,625)        --     $10,255
                        ======      ======       ======      ======     ======
          Valuation allowance for deferred tax assets

                                               Deductions
                       Balance at              Charged to              Balance
                       Beginning               Costs and               at End
                        of Year    Additions    Expenses     Other(A)  of Year

          2002 . . . . $17,302      $1,241      $(2,342)    $(3,334)   $12,867
                        ======      ======       ======      ======     ======
          2001 . . . . $20,620      $4,959      $(2,793)    $(5,484)   $17,302
                        ======      ======       ======      ======     ======
          2000 . . . . $24,131      $3,600      $(3,431)    $(3,680)   $20,620
                        ======      ======       ======      ======     ======

          (A) Valuation arising from the acquisition of PSD.

</table>













                                          11
<page>




          INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL SCHEDULE

          To the Board of Directors and Shareholders of
          Bio-Rad Laboratories, Inc.

          We have audited the consolidated financial statements of Bio-Rad
          Laboratories, Inc. and subsidiaries (the "Company") as of
          December 31, 2002, and for the year then ended, and have issued
          our report thereon dated February 5, 2003 (which report expresses
          an unqualified opinion and includes an explanatory paragraph
          concerning the application of procedures relating to certain
          disclosures of consolidated financial statement amounts related
          to the 2001 and 2000 consolidated financial statements that were
          audited by other auditors who have ceased operations); such
          consolidated financial statements and report are included in the
          Company's 2002 Annual Report to the Shareholders and are
          incorporated herein by reference.  Our audit also included the
          2002 consolidated financial statement schedule of the Company,
          listed in Item 15.  This consolidated financial statement
          schedule is the responsibility of the Company's management.  Our
          responsibility is to express an opinion based on our audit.  In
          our opinion, the consolidated 2002 financial statement schedule,
          when considered in relation to the 2002 basic consolidated
          financial statements taken as a whole, presents fairly in all
          material respects the information set forth therein.  The
          financial statement schedules for the years ended December 31,
          2001 and 2000 were audited by other auditors who have ceased
          operations.  Those auditors expressed an opinion, in their report
          dated February 4, 2002, (February 6, 2002, as to a subsequent
          event), that such 2001 and 2000 financial statement schedules,
          when considered in relation to the 2001 and 2000 basic financial
          statements taken as a whole (prior to the disclosures referred to
          above), presented fairly in all material respects the information
          set forth therein.


          /s/  DELOITTE & TOUCHE LLP


          San Francisco, California
          February 5, 2003


















                                          12
<page>


          This report is a copy of the previously issued
          report covering 2001, 2000, and 1999.  The
          predecessor auditors have not reissued their report.


          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE II

          To Bio-Rad Laboratories, Inc.:

          We have audited in accordance with auditing standards generally
          accepted in the United States, the consolidated financial
          statements included in Bio-Rad Laboratories, Inc.'s annual report
          to stockholders incorporated by reference in this Form 10-K, and
          have issued our report thereon dated February 4, 2002.  Our
          audits were made for the purpose of forming an opinion on those
          statements taken as a whole.  The schedule listed in the index,
          Item 14(a)2, is the responsibility of the Company's management
          and is presented for the purposes of complying with the
          Securities and Exchange Commission's rules and is not part of the
          basic financial statements.  This schedule has been subjected to
          the auditing procedures applied in the audits of the basic
          financial statements and, in our opinion, fairly states in all
          material respects the financial data required to be set forth
          therein in relation to the basic financial statements taken as a
          whole.






                                               ARTHUR ANDERSEN LLP



          San Francisco, California
          February 4, 2002





















                                          13
<page>





                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
     Exchange Act of 1934, the registrant has duly caused this report to be
     signed on its behalf by the undersigned, thereunto duly authorized.

                                              BIO-RAD LABORATORIES, INC.


                                              By:  /s/ Sanford S. Wadler
                                                    Sanford S. Wadler
                                                        Secretary

                                              Date:   March 26, 2003

     Pursuant to the requirements of the Securities Exchange Act of 1934,
     this report has been signed below by the following persons on behalf
     of the registrant and in the capacities and on the dates indicated.


     Principal Executive Officer:

       /s/ Norman Schwartz         President and Director    March 26, 2003
         (Norman Schwartz)

     Principal Financial Officer:
                                    Vice President,
       /s/ Christine A. Tsingos     Chief Financial Officer  March 26, 2003
          (Christine Tsingos)

     Principal Accounting Officer:

       /s/  James R. Stark         Corporate Controller      March 26, 2003
          (James R. Stark)

     Other Directors:

       /s/  James J. Bennett       Director                  March 26, 2003
          (James J. Bennett)

       /s/  Albert J. Hillman      Director                  March 26, 2003
          (Albert J. Hillman)

       /s/  Ruediger A. Naumann    Director                  March 26, 2003
          (Ruediger A. Naumann)

       /s/  Philip L. Padou        Director                  March 26, 2003
          (Philip L. Padou)

       /s/  Alice N. Schwartz      Director                  March 26, 2003
          (Alice N. Schwartz)

       /s/  David Schwartz         Director                  March 26, 2003
          (David Schwartz)



                                       14
<page>





          CERTIFICATIONS

          I, Norman Schwartz, certify that:

          1.   I have reviewed this  annual report on Form 10-K  of Bio-Rad
               Laboratories, Inc.

          2.   Based on my  knowledge, this annual report does  not contain
               any untrue statement of  a material fact or omit  to state a
               material  fact necessary  to  make the  statements made,  in
               light of the circumstances  under which such statements were
               made, not  misleading with respect to the  period covered by
               this annual report;

          3.   Based on  my knowledge, the financial  statements, and other
               financial information included in this annual  report fairly
               present, in  all material respects the  financial condition,
               results of operations  and cash flows  of the registrant  as
               of, and for, the periods presented in this annual report;

          4.   The  registrant's  other   certifying  officer  and  I   are
               responsible  for  establishing  and  maintaining  disclosure
               controls and  procedures (as  defined in Exchange  Act Rules
               13a-14 and 15d-14) for the registrant and have:

                    a.   designed such disclosure  controls and  procedures
                         to  ensure that  material information  relating to
                         the   registrant,   including   its   consolidated
                         subsidiaries, is made known to us by others within
                         those  entities, particularly during the period in
                         which this annual report is being prepared;

                    b.   evaluated  the  effectiveness of  the registrant's
                         disclosure  controls and  procedures as of  a date
                         within  90 days prior  to the filing  date of this
                         annual report (the "Evaluation Date"); and

                    c.   presented  in this  annual report  our conclusions
                         about the effectiveness of the disclosure controls
                         and procedures  based on our evaluation  as of the
                         Evaluation Date;

          5.   The  registrant's   other  certifying  officer  and  I  have
               disclosed,  based  on our  most  recent  evaluation, to  the
               registrant's  auditors  and  the   audit  committee  of  the
               registrant's board  of directors (or  persons performing the
               equivalent functions);

                    a.   all  significant  deficiencies  in the  design  or
                         operation   of   internal  controls   which  could
                         adversely  affect  the  registrant's   ability  to
                         record,  process,  summarize and  report financial
                         data  and  have  identified  for  the registrant's
                         auditors   any   material  weakness   in  internal
                         controls; and




                                          15
<page>




                    b.   any fraud,  whether or not material, that involves
                         management  or   other   employees  who   have   a
                         significant  role  in  the  registrant's  internal
                         controls; and

               6.   The  registrant's other  certifying officer and  I have
                    indicated in  this annual  report whether or  not there
                    were  significant changes  in internal  controls  or in
                    other  factors that could significantly affect internal
                    controls  subsequent to  the  date of  our most  recent
                    evaluation,  including  any  corrective   actions  with
                    regard   to   significant  deficiencies   and  material
                    weaknesses.



               Date:   March 26, 2003   /s/ Norman Schwartz
                                        -----------------------------------
                                        Norman Schwartz
                                        Chief Executive Officer








































                                          16
<page>




          CERTIFICATIONS

          I, Christine A. Tsingos, certify that:

          1.   I have reviewed this  annual report on Form 10-K  of Bio-Rad
               Laboratories, Inc.

          2.   Based on my  knowledge, this annual report does  not contain
               any untrue statement of  a material fact or omit  to state a
               material  fact necessary  to  make the  statements made,  in
               light of the circumstances  under which such statements were
               made, not  misleading with respect to the  period covered by
               this annual report;

          3.   Based on  my knowledge, the financial  statements, and other
               financial information included in this annual  report fairly
               present, in  all material respects the  financial condition,
               results of operations  and cash flows  of the registrant  as
               of, and for, the periods presented in this annual report;

          4.   The  registrant's  other   certifying  officer  and  I   are
               responsible  for  establishing  and  maintaining  disclosure
               controls and  procedures (as  defined in Exchange  Act Rules
               13a-14 and 15d-14) for the registrant and have:

                    a.   designed such disclosure  controls and  procedures
                         to  ensure that  material information  relating to
                         the   registrant,   including   its   consolidated
                         subsidiaries, is made known to us by others within
                         those  entities, particularly during the period in
                         which this annual report is being prepared;

                    b.   evaluated  the  effectiveness of  the registrant's
                         disclosure  controls and  procedures as of  a date
                         within  90 days prior  to the filing  date of this
                         annual report (the "Evaluation Date"); and

                    c.   presented  in this  annual report  our conclusions
                         about the effectiveness of the disclosure controls
                         and procedures  based on our evaluation  as of the
                         Evaluation Date;

          5.   The  registrant's   other  certifying  officer  and  I  have
               disclosed,  based  on our  most  recent  evaluation, to  the
               registrant's  auditors  and  the   audit  committee  of  the
               registrant's board  of directors (or  persons performing the
               equivalent functions);

                    a.   all  significant  deficiencies  in the  design  or
                         operation   of   internal  controls   which  could
                         adversely  affect  the  registrant's   ability  to
                         record,  process,  summarize and  report financial
                         data  and  have  identified  for  the registrant's
                         auditors   any   material  weakness   in  internal
                         controls; and




                                          17
<page>




                    b.   any fraud,  whether or not material, that involves
                         management  or   other   employees  who   have   a
                         significant  role  in  the  registrant's  internal
                         controls; and

               6.   The  registrant's other  certifying officer and  I have
                    indicated in  this annual  report whether or  not there
                    were  significant changes  in internal  controls  or in
                    other  factors that could significantly affect internal
                    controls  subsequent to  the  date of  our most  recent
                    evaluation,  including  any  corrective   actions  with
                    regard   to   significant  deficiencies   and  material
                    weaknesses.



               Date:   March 26, 2003   /s/ Christine A. Tsingos
                                        -----------------------------------
                                        Christine A. Tsingos
                                        Vice President,
                                        Chief Financial Officer







































                                          18
<page>



                              BIO-RAD LABORATORIES, INC.
                                  INDEX TO EXHIBITS
                                     ITEM 14(a)3

          The following documents are filed as part of this report:

          Exhibit No.

          3.1       Restated Certificate of Incorporation, as of
                    February 8, 2002. (1)

          3.2       Bylaws of the Registrant, as amended February 19,
                    1980. (2)

          4.1       Credit Agreement dated as of September 30, 1999 among
                    Bio-Rad Laboratories, Inc., the lenders named therein,
                    Bank One, N.A., as Administrative Agent, ABN Amro Bank
                    N.V. as Syndication Agent and Union Bank of California,
                    N.A. as Documentation Agent. (3)

          4.1.1     Amendment dated as of January 31, 2000, to the Credit
                    Agreement dated as of September 30, 1999, by and among
                    Bio-Rad Laboratories, Inc. the lenders named therein,
                    and Bank One, N.A. as Agent. (4)

          4.1.2     Amendment dated as of June 21, 2000 to the Credit
                    Agreement dated as of September 30, 1999, among Bio-Rad
                    Laboratories, Inc., the lenders named therein, Banc
                    One, N.A. as Administrative Agent, ABN AMRO Bank N.V.
                    as Syndication Agent, and Union Bank of California,
                    N.A. as Documentation Agent. (6)

          4.1.3     Amendment dated as of August 9, 2003 to the Credit
                    Agreement dated as of September 30, 1999, by and among
                    Bio-Rad Laboratories, Inc., the Lenders named therein,
                    and Bank One, N.A. as Agent. (5)

          4.1.4     Amendment dated as of February 12, 2003 to the Credit
                    Agreement dated as of September 30, 1999 by and among
                    Bio-Rad Laboratories, Inc., the Lenders names therein
                    and Bank One, N.A. as Agent.

          4.2       Senior Subordinated Credit Agreement dated as of
                    September 30, 1999 among Bio-Rad Laboratories, Inc.,
                    the lenders named therein and Bank One Capital Markets,
                    Inc., as Agent. (3)

          4.4       Senior Subordinated Credit Agreement dated as of
                    January 31, 2000 among Bio-Rad Laboratories, Inc., the
                    lenders named therein and UBS AG, Stamford Branch, as
                    Agent. (4)

          4.5       The Indenture dated as of February 17, 2000 for 11.625%
                    Senior Subordinated Notes due 2007 among Bio-Rad
                    Laboratories, Inc., as Issuer, and Norwest Bank
                    Minnesota, N.A., as Trustee. (4)




                                          19
<page>




          4.6       The Registration Rights Agreement dated as of February
                    17, 2000 by and among Bio-Rad Laboratories, Inc. and
                    Warburg Dillon Reed LLC and ABN AMRO Incorporated. (4)

          10.4      1994 Stock Option Plan. (7)

          10.4.1    Amendment to the Bio-Rad Laboratories, Inc. 1994 Stock
                    Option Plan dated April 28, 1998. (8)

          10.4.2    Second Amendment to the Bio-Rad Laboratories, Inc. 1994
                    Stock Option Plan dated December 6, 1999. (8)

          10.4.3    Third Amendment to the Bio-Rad Laboratories, Inc. 1994
                    Stock Option Plan dated September 19, 2000. (8)

          10.5      Amended and Restated 1988 Employee Stock Purchase Plan.
                    (9)

          10.6      Employees' Deferred Profit Sharing Retirement Plan
                    (Amended and Restated effective January 1, 1997). (11)

          10.10     Non-competition and employment continuation agreement
                    with James J. Bennett. (11)

          10.12     Split Dollar Life Insurance Agreement dated
                    September 17, 1999 between the Schwartz Irrevocable
                    Descendants Trust and Bio-Rad Laboratories, Inc. (4)

          13.1      Excerpt from Annual Report to Stockholders' for the
                    fiscal year ended December 31, 2002, (to be deemed
                    filed only to the extent required by the instructions
                    to exhibits for reports on Form 10-K).

          21.1      Listing of Subsidiaries.


          23.1      Consent of Independent Public Accountants.

          99.1      Certification of Chief Executive Officer.

          99.2      Certification of Chief Financial Officer
          ______________________________________________________________


          (1)       Incorporated by reference from Exhibits to the
                    Company's Form 10-K filing for the fiscal year ended
                    December 31, 2001, dated March 28, 2002.

          (2)       Incorporated by reference from the Exhibits to the
                    Company's Registration Statement on Form S-7
                    Registration No. 2-66797, which became effective
                    April 22, 1980.

          (3)       Incorporated by reference from Exhibits to the
                    Company's Form 8-K dated October 1, 1999.

          (4)       Incorporated by reference from the Exhibits to the
                    Company's Form 10-K filing for the fiscal year ended

                                          20
<page>



                    December 31, 1999, dated March 28, 2000.

          (5)       Incorporated by reference from Exhibits to the
                    Company's September 30, 2002, Form 10-Q filing dated
                    November 13, 2002.

          (6)       Incorporated by reference from Exhibits to the
                    Company's June 30, 2000, Form 10-Q filing dated
                    August 14, 2000.

          (7)       Incorporated by reference from the Exhibits to the
                    Company's Form S-8 filing, dated April 28, 1994.

          (8)       Incorporated by reference from the Exhibits to the
                    Company's Form 10-K filing for the fiscal year ended
                    December 31, 2000, dated March 28, 2001.

          (9)       Incorporated by reference from the Exhibits to the
                    Company's September 30, 1998, Form 10-Q filing dated
                    November 10, 1998.

          (10)      Incorporated by reference from the Exhibits to the
                    Company's September 30, 1997, Form 10-Q filing dated
                    November 13, 1997.

          (11)      Incorporated by reference from the Exhibits to the
                    Company's Form 10-K filing for the fiscal year ended
                    December 31, 1996, dated March 26, 1997.






                                              21

 <page>

























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>exb414.txt
<TEXT>

                                                            EXHIBIT 4.1.4

                           AMENDMENT NO. 4 TO CREDIT AGREEMENT

   This Amendment No. 4 (this "Amendment") is entered into as of February 12,
2003 by and among BIO-RAD LABORATORIES, INC., a Delaware corporation (the
"Borrower"), the undersigned lenders (collectively, the "Lenders") and BANK
ONE, NA, having its principal office in Chicago, Illinois, as one of the
Lenders and in its capacity as contractual representative (the "Agent") on
behalf of itself and the other Lenders.

                                    RECITALS:

     WHEREAS, the Borrower, the Lenders and the Agent have entered into that
certain  Credit Agreement dated as of September 30, 1999, as amended (the
"Credit Agreement");

     WHEREAS, the Borrower seeks to amend the Credit Agreement, among other
things, to permit the repurchase by the Borrower of certain subordinated debt;
and

     WHEREAS, the Lenders and the Agent are willing to amend the Credit
 Agreement on the terms and conditions herein set forth;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:

     1.   Defined Terms.  Capitalized terms used herein and not otherwise
          defined  herein shall have the meanings attributed to such terms in
          the Credit Agreement.

     2.   Amendments to Credit Agreement. Upon the effectiveness of this
          Amendment in accordance with the provisions of Section 3 below, the
          Credit Agreement is hereby amended by amending the last sentence of
          Section 6.21 in its entirety to read as follows:


          Notwithstanding the foregoing, so long as no Default or Unmatured
          Default shall have occurred and be continuing or would result, or
          would be reasonably likely to result, therefrom, the Borrower may
          repurchase its Senior Subordinated Notes due 2007, provided that
          such repurchased Subordinated Indebtedness shall be cancelled and not
          reissued.

    3.    Conditions of Effectiveness.  This Amendment shall become effective
          and be deemed effective as of the date hereof (the "Effective Date")
          if, and only if, the Agent shall have received (i) duly executed
          originals of this Amendment from the Borrower and the Required
          Lenders and (ii) the Amendment Fee to the extent required in Section
          4 below.

    4.    Amendment Fee.  The Borrower agrees to pay to each Lender that
          executes and delivers this Amendment to the Agent prior to 5:00 p.m.
          (Chicago time) on February 10, 2003 an amendment fee (the "Amendment
          Fee") of 0.05% of such Lender's Commitment on the date hereof.

<page>


    5.    Representations and Warranties of the Borrower.  The Borrower
          represents and warrants to the Lenders that, as of the Effective
          Date and giving effect to this Amendment:

          (a)    there exists no Default or Unmatured Default; and

          (b)    the representations and warranties contained in Article V of
                 the Credit Agreement are true and correct as of the Effective
                 Date except to the extent any such representation or warranty
                 is stated to relate solely to an earlier date, in which case
                 such representation or warranty was true and correct on and as
                 of such earlier date.

    6.    Reference to and Effect on the Credit Agreement.

    6.1   Upon the effectiveness of this Amendment pursuant to Section 3 hereof,
          on and after the Effective Date each reference in the Credit
          Agreement to "this Agreement," "hereunder," "hereof," "herein" or
          words of like import and each reference to the Credit Agreement in
          each Loan Document shall mean and be a reference to the Credit
          Agreement as modified hereby.

    6.2   Except as specifically waived or amended herein, all of the terms,
          conditions and covenants of the Credit Agreement and the other Loan
          Documents shall remain in full force and effect and are hereby
          ratified and confirmed.

    6.3   The execution, delivery and effectiveness of this Amendment shall not,
          except as expressly provided herein, operate as a waiver of (a) any
          right, power or remedy of any Lender or the Agent under the Credit
          Agreement or any of the Loan Documents, or (b) any Default or
          Unmatured Default under the Credit Agreement.

    7.    CHOICE OF LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
          THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE
          WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF
          ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
          BANKS.

    8.    Counterparts.  This Amendment may be executed in any number of
          counterparts, each of which when so executed shall be deemed an
          original and all of which taken together shall constitute one and
          the same agreement.

    9.    Headings.  Section headings in this Amendment are included herein
          for convenience of reference only and shall not constitute a part
          of this Amendment for any other purpose.

    [Signature Pages Follow]


<page>
                            Amendment No. 4 to
                         Bio-Rad Laboratories, Inc.
                              Credit Agreement



    IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have executed
 this Amendment No. 4 as of the date first above written.


BIO-RAD LABORATORIES, INC.
By: /s/ Ronald W. Hutton
Name:   Ronald W. Hutton
Title:  Treasurer


BANK ONE, NA, as a Lender and as Agent
By:  /s/ Dana E. Jurgens
Name:    Dana E. Jurgens
Title:   Director


ABN AMRO BANK N.V., as a Lender
By:  /s/ James S. Kreitler
Name:    James S. Kreitler
Title:   Senior Vice President


By:  /s/ Todd J. Miller
Name     Todd J. Miller
Title:   Assistant Vice President


UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By:  /s/ Mark Reardon
Name:    Mark Reardon
Title:   Vice President


<page>


BNP PARIBAS,
as a Lender
By:  /s/ Katherine Wolfe
Name:    Katherine Wolfe
Title:   Director

By:  /s/ Joseph Mack
Name:    Joseph Mack
Title:   Associate


WELLS FARGO BANK,
as a Lender
By:  /s/ Nuzha Bukhari
Name:    Nuzha Bukhari
Title:   Vice President


COMERICA BANK,
as a Lender
By:  /s/ John Bonifacio
Name:    John Bonifacio
Title:   Vice President


CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By:  /s/ F. Frank Herrera
Name:    F. Frank Herrera
Title:   Vice President



LLOYDS TSB BANK PLC, as a Lender
By: /s/  Matthew A. L. Packham
Name:    Matthew A. L. Packham
Title:   Assistant Director
         Acquisition Finance

By: /s/  Nicholas J. Bruce
Name:    Nicholas J. Bruce
Title:   Vice President
         Credit Services

THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/  Patricia A. Williams
Name:    Patricia A. Williams
Title:   Vice President

<page>



U.S. BANK, NATIONAL ASSOCIATION,
as a Lender

By: /s/  Scott T. Smith
Name:    Scott T. Smith
Title:   Vice President

<page>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>4
<FILENAME>exhib13.txt
<TEXT>

   Bio-Rad Laboratories, Inc.
<table>
<caption>
   SUMMARY OF OPERATIONS AND SELECTED FINANCIAL DATA (in thousands, except per share data)
   _______________________________________________________________________________________________________________
                                                                        Year Ended December 31,
                                                         2002        2001        2000        1999        1998
   <s>                                                 <c>         <c>         <c>         <c>         <c>
   Net sales                                           $892,720    $817,509    $725,884    $555,399    $447,863

     Cost of goods sold                                 383,235     362,140     348,450     259,573     206,796
                                                        -------     -------     -------     -------     -------
   Gross profit                                         509,485     455,369     377,434     295,826     241,067
   Selling, general and administrative expense          289,175     264,745     245,866     195,944     168,424
   Product research and development expense              82,935      76,543      68,140      66,710      41,381
   Goodwill amortization                                      -       7,746       8,109       3,813       2,068
   Loss (gain) on divestitures                                -       5,150     (21,845)          -           -
   Interest expense                                      28,207      24,088      30,612      12,741       3,731
   Foreign exchange losses (gains)                        5,441       2,097         420         886         (22)
   Other, net                                              (678)     10,031         689        (684)     (8,743)
   Income before taxes and cumulative effect            -------     -------     -------     -------     -------
     of change in accounting principle                  104,405      64,969      45,443      16,416      34,228
     Provision for income taxes                         (36,542)    (20,790)    (13,633)     (4,695)     (9,926)
                                                        -------     -------     -------     -------     -------
   Income before cumulative effect
     of change in accounting principle                   67,863      44,179      31,810      11,721      24,302
     Cumulative effect of change in
       accounting principle (1)                               -           -        (710)          -           -
                                                        -------     -------     -------     -------     -------
   Net income                                          $ 67,863    $ 44,179    $ 31,100    $ 11,721    $ 24,302
                                                        =======     =======     =======     =======     =======
   Basic earnings per share before cumulative effect
    of change in accounting principle (2)                 $2.70       $1.79       $1.30       $0.48       $0.99
     Cumulative effect of change in accounting
      principle (1) (2)                                       -           -       (0.03)          -           -
                                                        -------     -------     -------     -------     -------
   Basic earnings per share (2)                           $2.70       $1.79       $1.27       $0.48       $0.99
                                                        =======     =======     =======     =======     =======
   Diluted earnings per share before cumulative effect
    of change in accounting principle (2)                 $2.61       $1.74       $1.30       $0.48       $0.99
     Cumulative effect of change in accounting
      principle (1) (2)                                       -           -       (0.03)          -           -
                                                        -------     -------     -------     -------     -------
   Diluted earnings per share (2)                         $2.61       $1.74       $1.27       $0.48       $0.99
                                                        =======     =======     =======     =======     =======
   Cash dividends paid per common share                       -           -           -           -           -
   Total assets                                        $720,703    $684,028    $646,278    $668,862    $367,299
   Long-term debt, net of current maturities           $105,768    $188,423    $203,360    $239,211    $ 42,339
   _______________________________________________________________________________________________________________

   (1) Cummulative effect of accounting change per SEC Staff Accounting Bulletin 101, on Revenue Recognition.
   (2) Restated to give effect to a stock split in the form of a 100% stock dividend in 2002.
</table>
                                                                1
<page>

   Bio-Rad Laboratories, Inc.
   Consolidated Balance Sheets

   (in thousands)
<table>
<caption>
   ________________________________________________________________________________________
                                                                    December 31,
   Assets                                                       2002             2001
   <s>
   Current Assets:                                           <c>              <c>
     Cash and cash equivalents                               $ 27,733         $ 47,129
     Accounts receivable, less allowance of $12,122
        in 2002 and $11,509 in 2001                           212,282          194,400

     Inventories, net:
       Raw materials                                           40,559           33,488
       Work in process                                         30,790           28,715
       Finished goods                                          95,023           76,976
                                                              -------          -------
         Total inventories                                    166,372          139,179

   Deferred tax assets                                         37,052           27,537
   Prepaid expenses and other current assets                   22,357           22,583
                                                              -------          -------
         Total current assets                                 465,796          430,828

   Property, Plant and Equipment:
     Land and improvements                                      9,572            9,658
     Buildings and leasehold improvements                      80,531           75,231
     Equipment                                                239,404          191,284
                                                              -------          -------
         Total property, plant and equipment                  329,507          276,173
     Accumulated depreciation                                (187,272)        (143,199)
                                                              -------          -------
         Net property, plant and equipment                    142,235          132,974

   Goodwill, net of accumulated amortization of
      $21,736 in 2002 and $21,736 in 2001                      69,519           77,703
   Other Assets                                                43,153           42,523
                                                              -------          -------
   Total Assets                                              $720,703         $684,028
                                                              =======          =======
   ________________________________________________________________________________________

   The accompanying notes are an integral part of these statements.
   </table>


                                                                2
<page>
   Bio-Rad Laboratories, Inc.
   Consolidated Balance Sheets (in thousands, except share data)
<table>
<caption>
   __________________________________________________________________________________________
                                                                          December 31,
   Liabilities and Stockholders' Equity                                2002          2001
   <s>                                                               <c>           <c>
   Current Liabilities:
     Accounts payable                                                $ 75,233      $ 64,903
     Accrued payroll and employee benefits                             72,213        58,434
     Notes payable                                                      6,726         4,211
     Current maturities of long-term debt                                 760         5,720
     Sales, income and other taxes payable                             17,019        18,633
     Other current liabilities                                         50,058        47,205
                                                                      -------       -------
          Total current liabilities                                   222,009       199,106

   Long-Term Debt, net of current maturities                          105,768       188,423
   Deferred Tax Liabilities                                             9,839        12,622
                                                                      -------       -------
          Total liabilities                                           337,616       400,151
                                                                      -------       -------
   Commitments and Contingent Liabilities                                   -             -

   Stockholders' Equity:
     Preferred stock, $0.0001 par value, 7,500,000 shares authorized;
       none outstanding                                                     -             -
     Class A common stock, $0.0001 par value, 50,000,000 shares
       authorized; outstanding 2002 - 20,402,462;
       2001 - 20,166,636                                                    2             2
     Class B common stock, $0.0001 par value, 20,000,000 shares
       authorized; outstanding 2002 - 4,846,942;
       2001 - 4,826,562                                                     1             -
     Additional paid-in capital                                        36,141        32,171
     Class A treasury stock, zero shares in 2002 and
       161,336 shares in 2001 at cost                                       -        (1,863)
     Retained earnings                                                344,841       276,554
     Accumulated other comprehensive income (loss):
       Currency translation and other                                   2,102       (22,987)
                                                                      -------       -------
          Total stockholders' equity                                  383,087       283,877
                                                                      -------       -------
   Total Liabilities and Stockholders' Equity                        $720,703      $684,028
                                                                      =======       =======
   __________________________________________________________________________________________
   The accompanying notes are an integral part of these statements.
</table>
                                                                3
<page>
<table>
<caption>


   Bio-Rad Laboratories, Inc.
   Consolidated Statements of Income (in thousands, except per share data)
   ______________________________________________________________________________________________________________________
                                                                                     Year Ended December 31,
                                                                           2002               2001                2000
   <s>                                                                   <c>                <c>                 <c>
   Net sales                                                             $892,720           $817,509            $725,884
     Cost of goods sold                                                   383,235            362,140             348,450
                                                                          -------            -------             -------
   Gross profit                                                           509,485            455,369             377,434
   Selling, general and administrative expense                            289,175            264,745             245,866
   Product research and development expense                                82,935             76,543              68,140
   Goodwill amortization                                                        -              7,746               8,109
   Loss (gain) on divestitures                                                  -              5,150             (21,845)
   Interest expense                                                        28,207             24,088              30,612
   Foreign exchange losses                                                  5,441              2,097                 420
   Other, net                                                                (678)            10,031                 689
                                                                          -------            -------             -------
   Income before taxes and cumulative effect of change
    in accounting principle                                               104,405             64,969              45,443
     Provision for income taxes                                           (36,542)           (20,790)            (13,633)
                                                                          -------            -------             -------
   Income before cumulative effect of change in
    accounting principle                                                   67,863             44,179              31,810

   Cumulative effect of accounting change,
    net of taxes of $515 (see Note 1)                                           -                  -                (710)
                                                                          -------            -------             -------
   Net income                                                            $ 67,863           $ 44,179            $ 31,100
   Basic earnings per share:                                              =======            =======             =======

     Income before cumulative effect of change in
      accounting principle                                                  $2.70              $1.79               $1.30
     Cumulative effect of accounting change                                     -                  -               (0.03)
                                                                          -------            -------             -------
     Net income                                                             $2.70              $1.79               $1.27
                                                                          =======            =======             =======
     Weighted average common shares                                        25,104             24,648              24,422
                                                                          =======            =======             =======
   Diluted earnings per share:

     Income before cumulative effect of change in
      accounting principle                                                  $2.61             $1.74                $1.30
     Cumulative effect of accounting change                                     -                 -                (0.03)
                                                                          -------           -------              -------
     Net income                                                             $2.61             $1.74                $1.27
                                                                          =======            =======             =======
     Weighted average common shares                                        26,021            25,442               24,568
                                                                          =======            =======             =======
   _______________________________________________________________________________________________________________________
   The accompanying notes are an integral part of these statements.
</table>
                                                                4
<page>
   Bio-Rad Laboratories, Inc.
   Consolidated Statements of Cash Flows (in thousands)
<table>
<caption>
   ________________________________________________________________________________________________________
                                                                          Year Ended December 31,
                                                                       2002         2001        2000
   <s>
   Cash flows from operating activities:                             <c>         <c>         <c>
        Cash received from customers                                 $885,835    $787,179    $707,046
        Cash paid to suppliers and employees                         (711,341)   (665,572)   (636,054)
        Interest paid                                                 (25,832)    (22,064)    (23,873)
        Income tax payments                                           (43,939)     (5,296)    (12,294)
        Miscellaneous receipts (payments)                                 112       5,248     (10,578)
                                                                      -------     -------     -------
        Net cash provided by operating activities                     104,835      99,495      24,247

   Cash flows from investing activities:
        Capital expenditures, net                                     (42,224)    (43,228)    (31,406)
        Payments for acquisitions                                      (8,568)     (4,650)          -
        Proceeds from divestitures                                          -           -      34,118
        Purchases of marketable securities and investments             (1,887)       (567)       (326)
        Sales of marketable securities and investments                    493         497         795
        Foreign currency hedges, net                                   (2,270)        410       6,115
                                                                      -------     -------     -------
        Net cash provided by (used in) investing activities           (54,456)    (47,538)      9,296

   Cash flows from financing activities:
        Net borrowings (payments) on notes payable                      5,031      (1,884)     (4,325)
        Long-term borrowings                                           44,025      74,250     438,487
        Payments on long-term debt                                   (133,517)    (97,209)   (473,278)
        Arrangement and other fees for
          long-term acquisition financing                                   -           -      (4,500)
        Proceeds from issuance of common stock                          3,970         575         305
        Purchase of treasury stock                                          -        (261)       (378)
        Reissuance of treasury stock                                    2,287       4,367       2,083
                                                                      -------     -------     -------
        Net cash used in financing activities                         (78,204)    (20,162)    (41,606)


   Effect of exchange rate changes on cash                              8,429       1,380       4,930
                                                                      -------     -------     -------
   Net increase (decrease) in cash and cash equivalents               (19,396)     33,175      (3,133)

   Cash and cash equivalents at beginning of year                      47,129      13,954      17,087
                                                                      -------     -------     -------
   Cash and cash equivalents at end of year                          $ 27,733    $ 47,129    $ 13,954
                                                                      =======     =======     =======
   ________________________________________________________________________________________________________
</table>
   The accompanying notes are an integral part of these statements.
                                                                5
<page>
     Bio-Rad Laboratories, Inc.
     Consolidated Statements of Changes in Stockholders' Equity
     (in thousands)
     ______________________________________________________________________
                                                Year Ended December 31,
                                              2002        2001       2000

     Common Stock, $0.0001 par value:
       Balance at beginning of year         $     2    $      2   $      2
       Issuance of common stock                   1           -          -
       Balance at end of year                     3           2          2

     Additional Paid-In Capital:
       Balance at beginning of year          32,171      31,596     31,291
       Issuance of common stock               3,970         575        305
       Balance at end of year                36,141      32,171      31,596

     Treasury Stock:
       Balance at beginning of year          (1,863)     (5,415)    (7,392)
       Purchase of treasury stock                 -        (261)      (378)
       Reissuance of treasury stock           1,863       3,813      2,355
       Balance at end of year                     -      (1,863)    (5,415)

     Retained Earnings:
       Balance at beginning of year         276,554     231,821    200,993
       Net income                            67,863      44,179     31,100
       Reissuance of treasury stock at
         more than (less than) cost             424         554       (272)
       Balance at end of year               344,841     276,554    231,821

     Accumulated Other
      Comprehensive Income (Loss):
       Balance at beginning of year         (22,987)    (13,386)    (4,780)
       Other comprehensive income (loss)     25,089      (9,601)    (8,606)
       Balance at end of year                 2,102     (22,987)   (13,386)
                                           ________    ________   ________
     Total Stockholders' Equity            $383,087    $283,877   $244,618
                                           ========    ========   ========

     Comprehensive Income, net of tax:
       Net income                          $ 67,863    $ 44,179   $ 31,100
       Currency translation adjustments      25,241      (9,458)    (8,804)
       Net unrealized holding gains(losses)     (59)        (12)       533
       Reclassification adjustments for
         gains included in net income           (93)       (131)      (335)
                                           --------    --------   --------
     Total Comprehensive Income            $ 92,952    $ 34,578   $ 22,494
                                           ========    ========   ========
     _________________________________________________________________________

     The accompanying notes are an integral part of these statements.

                                       6
<page>

   Bio-Rad Laboratories, Inc.

   Notes to Consolidated Financial Statements
   ________________________________________________________________

   1.  Significant Accounting Policies

   Basis of Presentation

   The consolidated financial statements include the accounts of
   Bio-Rad Laboratories, Inc. and all subsidiaries (Bio-Rad or the
   Company) after elimination of intercompany balances and
   transactions.  The preparation of financial statements in
   conformity with generally accepted accounting principles requires
   management to make estimates and assumptions that affect the
   amounts reported in the financial statements and accompanying
   notes.  Actual results could differ from those estimates.

   Reclassifications

   Beginning January 1, 2002, the Company has classified freight
   costs related to shipping and handling as part of cost of goods
   sold rather than in selling, general and administrative expense
   as allowed by Financial Accounting Standards Board Emerging
   Issues Task Force Issue No. 00-10, "Accounting for Shipping and
   Handling Fees and Costs."  Prior period shipping costs have been
   reclassified to conform to the current year presentation.  See
   "Shipping and Handling".

   The Company has changed the presentation of the income statement
   to eliminate the subtotal "Income from Operations" and provide
   further clarification of items previously grouped in "Other,
   net."

   Certain other items have been reclassified to conform to the
   current year-end presentation.

   Cash and Cash Equivalents

   Cash and cash equivalents consist of cash and highly liquid
   investments with original maturities of three months or less
   which are readily convertible into cash.  Cash equivalents are
   stated at cost, which approximates fair market value.

   Concentration of Credit Risk

   Financial instruments that potentially subject the Company to
   concentration of credit risk consist primarily of cash and cash
   equivalents and trade accounts receivable.  Cash and cash
   equivalents are placed with major financial institutions.  The
   Company performs credit evaluation procedures and with the
   exception of certain developing countries, generally does not
   require collateral.  As a result of increased risk in these

                                       7
<page>






   countries, some Bio-Rad sales are subject to collateral letters
   of credit.  Credit risk is limited due to the large number of
   customers and their dispersion across many geographic areas.
   However, a significant amount of trade receivables are with
   national healthcare systems in countries within the European
   Economic Community.  The Company does not currently anticipate a
   credit risk associated with these receivables.

   Inventory Valuation

   Inventories are valued at the lower of average cost or market and
   include material, labor and overhead costs.  Management
   periodically reviews the need for an inventory obsolescence
   reserve.  In evaluating this reserve, technology changes,
   competition, customer demand and manufacturing quality are
   considered.

   Property, Plant and Equipment

   Property, plant and equipment are carried at historical cost.
   Included in property, plant and equipment is reagent rental
   equipment.  The Company provides these instruments to its
   customers for use with the Company's reagents.

   Depreciation is computed on a straight-line basis over the
   estimated useful lives of the assets.  Buildings and leasehold
   improvements are amortized over 15-30 years or the lives of the
   leases or improvements, whichever is shorter.  Equipment is
   depreciated over 3-12 years.

   Goodwill

   Goodwill, representing the excess of the cost over the net
   tangible and identifiable intangible assets of acquired
   businesses, is stated at cost and through December 31, 2001 has
   been amortized on a straight-line basis over the estimated future
   periods to be benefited, typically ten to fifteen years.
   Beginning January 1, 2002, the Company adopted Statement of
   Financial Accounting Standards (SFAS) No. 142, "Goodwill and
   Other Intangible Assets" which provides that goodwill is no
   longer subject to amortization over its useful life.  Goodwill is
   assessed annually for impairment applying a fair-value based test
   or whenever events or changes in circumstances indicate that the
   carrying amount may not be recoverable (see Note 5).

   Income Taxes

   The Company recognizes deferred tax assets and liabilities for
   the expected future tax consequences of temporary differences
   between carrying amounts and tax bases of assets and liabilities
   (see Note 7).

                                       8
<page>





   Revenue Recognition

   Bio-Rad recognizes revenues when persuasive evidence of an
   arrangement exists, the sales price is fixed or determinable and
   collectibility is probable.  Generally, these criteria are met at
   the time product is shipped.

   During the fourth quarter of 2000, the Company changed its
   revenue recognition policies with regard to certain complex
   instruments sold within the Life Science segment that require
   installation at the customer site and customer acceptance to
   comply with guidelines outlined by the Securities and Exchange
   Commission in Staff Accounting Bulletin No. 101.  The effects of
   the change in revenue recognition policies, as of January 1,
   2000, are reported as the cumulative effect of an accounting
   change in the fourth quarter of 2000 amounting to $0.7 million.
   This change did not have a significant effect on previously
   reported quarterly or prior years' income.

   Shipping and Handling

   Pursuant to Financial Accounting Standards Board (FASB) Emerging
   Issues Task Force Issue No. 00-10, "Accounting for Shipping and
   Handling Fees and Costs," the Company classifies all freight
   billed to customers as net sales.  Related freight costs are
   included in cost of goods sold.

   Sales Returns and Warranty

   At the time the related revenue is recognized, a provision is
   recognized for estimated product returns.

   The Company warrants certain equipment against defects in design,
   materials and workmanship, generally for one year.  Upon shipment
   of that equipment, the Company establishes, as part of cost of goods
   sold, a provision for the expected costs of such warranty.

   Components of the warranty accrual, included in Other current
   liabilities, were as follows (in millions):

         January 1, 2002                        $ 6.1
          Provision for warranty                  9.0
          Actual warranty costs                  (8.0)
                                                 ----
         December 31, 2002                      $ 7.1
                                                 ====
   Research and Development

   Internal research and development costs are expensed as incurred.
   Third-party research and development costs are expensed when the
   contracted work has been performed or as milestone results have
   been achieved.

                                       9
<page>






   Foreign Currency Translation

   Balance sheet accounts of international subsidiaries are translated at
   the current exchange rate as of the end of the accounting period.
   Income statement items are translated at average exchange rates.  The
   resulting translation adjustment is recorded as a separate component
   of stockholders' equity.

   Forward Exchange Contracts

   As part of distributing its products, the Company regularly enters
   into intercompany transactions.  The Company enters into forward
   foreign exchange contracts to hedge against future movements in
   foreign exchange rates that affect foreign currency denominated
   intercompany receivables and payables.  The Company does not use
   derivative financial instruments for speculative or trading purposes.
   In accordance with SFAS No. 133 "Accounting for Derivative Instruments
   and Hedging Activities," the Company does not seek hedge accounting
   treatment for these contracts.  As a result, these contracts,
   generally with maturity dates of 90 days or less and related primarily
   to currencies of industrial countries, are marked to market at each
   balance sheet date.  Exchange gains and losses on these contracts are
   net of premiums and discounts.  The resulting gains or losses offset
   exchange losses or gains on the related receivables and payables.
   The cash flows related to these contracts are classified as cash flows
   from investing activities in the Statement of Cash Flows.

   Stock Compensation Plans

   At December 31, 2002, the Company has stock-based employee
   compensation plans which are described more fully in Note 9.  The
   Company applies the recognition and measurement principles of APB
   Opinion No. 25, "Accounting for Stock Issued to Employees," and
   related interpretations in accounting for those plans.  No stock-based
   employee compensation expense is reflected in net income as all
   options granted under those plans had an exercise price equal to or
   greater than the market value of the underlying common stock on the
   date of grant.














                                       10
<page>






   Had compensation cost for stock option grants been determined pursuant
   to SFAS No. 123, "Accounting for Stock-Based Compensation," the
   Company's pro forma net income and earnings per share would have been
   as follows (in millions, except per share data):

                                         Year Ended December 31,
                                      2002        2001         2000

   Net income, as reported          $ 67.9      $ 44.2       $ 31.1
   Deduct: Total stock-based
    employee compensation expense
    determined under fair value
    methods for all awards, net
    of related tax effects            (1.8)       (1.3)        (1.2)
                                     -----       -----        -----
   Pro forma net income             $ 66.1      $ 42.9       $ 29.9
                                     =====       =====        =====
   Earnings per share:
      Basic-as reported             $ 2.70      $ 1.79       $ 1.27
      Basic-pro forma               $ 2.63      $ 1.74       $ 1.22

      Diluted-as reported           $ 2.61      $ 1.74       $ 1.27
      Diluted-pro forma             $ 2.55      $ 1.69       $ 1.23


   Earnings Per Share

   The Company calculates basic earnings per share (EPS) and diluted EPS
   in accordance with SFAS No. 128, "Earnings per Share."  Basic EPS is
   computed by dividing net income (loss) by the weighted average number
   of common shares outstanding for that period.  Diluted EPS takes into
   account the effect of dilutive instruments, such as stock options, and
   uses the average share price for the period in determining the number
   of common stock equivalents that are to be added to the weighted
   average number of shares outstanding.  Common stock equivalents are
   excluded from the diluted earnings per share calculation if the effect
   would be anti-dilutive.  Treasury stock is not considered outstanding
   for purposes of calculating weighted average shares.


   Fair Value of Financial Instruments

   The estimated fair value of financial instruments has been determined
   using available market information or other appropriate valuation
   methodologies.  Estimates are not necessarily indicative of the
   amounts that could be realized in a current market exchange as
   considerable judgment is required in interpreting market data used to
   develop estimates of fair value.  The use of different market
   assumptions or estimation techniques could have a material effect on
   the estimated fair value amounts.

                                       11
<page>






   The estimated fair value of Bio-Rad's financial instruments were as
   follows(in millions):
                                   Year Ended December 31,
                                 2002                 2001
                          Carrying    Fair       Carrying   Fair
                           Amount     Value       Amount    Value

   Notes receivable
     and other           $  36.0    $  37.2     $  41.1     $ 40.9
   Total Long-Term Debt  $ 106.5    $ 131.8     $ 194.1     $201.0


   Financial instruments (e.g., notes receivable) that have fair values
   based on discounted cash flows, market quotations, and other
   appropriate valuation techniques are included in Other Assets.  Long-
   term debt has an estimated fair value based on quoted market prices
   for the same or similar issues.

   For certain of the Company's financial instruments, including cash
   and cash equivalents, accounts receivable, marketable securities,
   notes payable, and accounts payable, the carrying amounts approximate
   fair value.

   New Financial Accounting Standards

   On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for
   the Impairment or Disposal of Long-Lived Assets."  SFAS No. 144
   supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
   Assets and for Long-Lived Assets to be Disposed of," but retains its
   fundamental provision for recognizing and measuring impairment of
   long-lived assets to be held and used.  This statement requires that
   all long-lived assets to be disposed of by sale be carried at the
   lower of carrying amount or fair value less cost to sell, and that
   depreciation cease to be recorded on such assets.  SFAS No. 144
   standardizes the accounting and presentation requirements for all
   long-lived assets to be disposed of by sale, and supersedes previous
   guidance for discontinued operations of business segments.  The
   initial adoption of SFAS No. 144 did not have any impact on the
   consolidated financial statements of the Company.

   In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
   Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
   Technical Corrections."  One of the major changes of this statement is
   to change the accounting for the classification of gains and losses
   from the extinguishment of debt.  The Company adopted SFAS No. 145 as
   of January 1, 2002 and will follow APB 30, "Reporting the Results of
   Operations -- Reporting the Effects of Disposal of a Segment of a
   Business, and Extraordinary, Unusual and Infrequently Occurring Events
   and Transactions" in determining whether such extinguishment of debt
   may be classified as extraordinary.  As a result of adoption, the

                                       12
<page>






   expenses incurred in the repurchase of outstanding debt on the open
   market has been included in interest expense.  No other impact from
   adoption was recognized.

   In April 2002, the FASB issued SFAS No. 146, "Accounting for Costs
   Associated with Exit or Disposal Activities," which addresses
   accounting for restructuring and similar costs.  SFAS No. 146
   supersedes previous accounting guidance, principally Emerging Issues
   Task Force Issue No. 94-3 "Liability Recognition for Certain Employee
   Termination Benefits and Other Costs to Exit an Activity (Including
   Certain Costs Incurred in a Restructuring)."  SFAS No. 146 requires
   that the liability for costs associated with an exit cost or disposal
   activity be recognized when the liability is incurred.  Under Issue
   94-3, a liability for an exit cost was recognized at the date of the
   Company's commitment to an exit plan.  SFAS No. 146 also establishes
   that the liability should initially be measured and recorded at fair
   value.  Accordingly, SFAS No. 146 may affect the timing of recognizing
   future restructuring costs as well as the amounts recognized.  The
   Company will adopt the provisions of SFAS No. 146 for restructuring
   activities after December 31, 2002.

   On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for
   Stock-Based Compensation - Transition and Disclosure, an Amendment of
   FASB Statement No. 123."  This statement provides alternative methods
   of transition for companies who voluntarily change to the fair value-
   based method of accounting for stock-based employee compensation in
   accordance with SFAS No. 123, "Accounting for Stock-Based
   Compensation."  The statement requires prominent disclosures in both
   annual and interim financial statements about the method of accounting
   for stock-based compensation and the effect of the method used on
   reported results.  The Company has adopted the disclosure requirements
   as required by the statement.

   The Company continues to account for stock-based compensation using
   the intrinsic value method in accordance with the provisions of
   Accounting Principles Board Opinion No. 25, "Accounting for Stock
   Issued to Employees," elected under SFAS No. 123, as amended.  As a
   result, the adoption of SFAS No. 148 did not have any impact on the
   consolidated financial statements of the Company (see Note 9).

   2.  Acquisitions

   On June 28, 2002, the Company purchased for cash the microarray and
   robotics technologies business of Virtek Biotech Inc., a subsidiary of
   Virtek Vision International Inc. of Waterloo, Ontario, Canada.
   Bio-Rad acquired the assets for approximately $7 million and has
   included these operations in its Life Science segment.  The Company
   has completed its evaluation of purchased assets and has not assigned
   any value to goodwill. Assets purchased include amortizable patents
   and other intangible assets totaling $4.1 million with a weighted

                                       13
<page>






   average amortization period of 5 years (see Note 5).

   In July 2001, the Company acquired all the outstanding shares of
   Helix, Inc., a manufacturer of diagnostic products for the autoimmune
   market.  The business combination was recorded using the purchase
   method in accordance with SFAS No. 141, "Business Combinations."  The
   acquisition cost was not material but did include a premium in excess
   of the net assets acquired.

   In connection with an acquisition made by the Company in 1999,
   liabilities of approximately $14.0 million for severance and other
   employee costs and $4.0 million for the consolidation and closure of
   certain leased facilities were recorded.  The closure of facilities
   identified by the Company was completed in fiscal 2000, with lease
   payments, net of sublease revenues, continuing until all contractual
   obligations are met.  As of December 31, 2002 all costs associated
   with the initial liabilities had been incurred.  The actual costs were
   approximately $0.7 million less than the initial accrual.  This
   difference was recorded as a reduction to expenses in 2002.

   3.  Divestitures

   In October 2001, the Company sold the assets and certain liabilities
   of the Company's spectroscopy business to Digilab LLC.  In the first
   quarter of 2001, the Company recorded a $4.5 million non-cash pre-tax
   charge reflecting the estimated impact of its intent to sell the
   spectroscopy instrument business.  In the third quarter of 2001, the
   Company had a write-down of $0.7 million on the value of a related
   production facility.

   In July 2000, Accent Semiconductor Technology, Inc. (ASTI) acquired
   the assets and certain liabilities of the Company's semiconductor and
   optoelectronic metrology business.  The proceeds of approximately
   $36.0 million included $27.0 million in cash, an $8.0 million
   unsecured note receivable due in five years and an 18% equity interest
   in ASTI.  The Company used $17.0 million of the cash proceeds to
   reduce borrowings on the term loan portion of the Senior Credit
   facility.  The note receivable and the equity interest in ASTI are
   included in Other Assets.  The equity interest is accounted for under
   the cost method of accounting.

   4.  Investment in Affiliates

   In December 1997, Bio-Rad began investing in Instrumentation
   Laboratory, S.p.A. (IL), an Italian based clinical diagnostics
   company.  At December 31, 2002, Bio-Rad held approximately 13% of the
   outstanding stock of IL.  A privately held company based in Spain
   controls approximately 84% of the outstanding stock of IL.



                                       14
<page>






   In April 2001, IL offered 46.5 million newly issued ordinary shares at
   1.29 Euros per share ($1.16) to all registered shareholders.  No
   shareholders other than the controlling shareholder subscribed.  In
   consideration for the new shares, the controlling shareholder relieved
   IL of 60 million Euros of debt.  In December 2001, the controlling
   shareholder offered to purchase for cash certain American Depository
   Shares (ADS) of IL for $0.50 per ADS.  This tender offer was issued in
   an attempt to remove IL as a Securities and Exchange Commission (SEC)
   registrant.  The tender offer did not result in the removal of IL as a
   SEC registrant.  The most recently filed financial statements for IL
   are as of November 30, 2001.

   Based on a combination of many factors, including the lack of current
   financial information and IL's continued losses, the Company has
   determined that its investment has been other than temporarily
   impaired.  As such, the Company valued its investment in IL at $6.4
   million as of December 31, 2002.  This amount reflects a $3.0 million
   write-down since December 31, 2001, which has been recorded in Other,
   net.  The Company recorded a $9.4 million write-down of its investment
   in IL during 2001.  Although management believes that this investment
   is realizable, there is a possibility that future events may cause
   further impairment of this investment.

   5.  Goodwill and Other Intangible Assets

   In June 2001, the Financial Accounting Standards Board (FASB) issued
   SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
   Other Intangible Assets."  SFAS No. 141 requires that all business
   combinations initiated after June 30, 2001 be accounted for under the
   purchase method of accounting and addresses the initial recognition
   and measurement of goodwill and other intangible assets acquired in a
   business combination.  SFAS No. 142 addresses the initial recognition
   and measurement of goodwill and other intangible assets subsequent to
   their acquisition.  SFAS No. 142 provides that intangible assets with
   finite useful lives will be amortized and that goodwill and intangible
   assets with indefinite lives will not be amortized, but will be
   required to be tested at least annually for impairment.

   The Company adopted SFAS No. 142 on January 1, 2002.  At that date,
   the Company stopped the amortization of goodwill, with a net carrying
   value of $77.7 million, and annual amortization of approximately $8
   million that had resulted from purchases of businesses completed prior
   to the adoption of SFAS No. 141.  The transition impairment test for
   goodwill was performed as of January 1, 2002 and no impairment loss
   was recorded.  Additionally, intangible assets that do not meet the
   criteria for recognition apart from goodwill must be reclassified to
   goodwill.  As a result of the Company's analysis, no reclassification
   of intangible assets to goodwill was required.



                                       15
<page>




   Had the Company been accounting for its goodwill under SFAS No. 142
   for all periods presented, the Company's net income and net income per
   share would have been as follows (in millions):

                                       Year Ended December 31,
                                      2002     2001        2000

   Reported net income              $ 67.9   $ 44.2      $ 31.1
   Add back goodwill amortization,
    net of tax                           -      5.3         5.7
                                      ----     ----        ----
   Pro forma adjusted net income    $ 67.9   $ 49.5      $ 36.8
                                      ====     ====        ====
   Basic earnings per share:
   Reported basic earnings
     per share                      $ 2.70   $ 1.79      $ 1.27
   Goodwill amortization, net of tax     -     0.21        0.23
   Pro forma adjusted basic           ----     ----        ----
     earnings per share             $ 2.70   $ 2.00      $ 1.50
   Diluted earnings per share:        ====     ====        ====
   Reported diluted earnings
     per share                      $ 2.61   $ 1.74      $ 1.27
   Goodwill amortization, net of tax     -     0.21        0.23
   Pro forma adjusted diluted         ----     ----        ----
     earnings per share             $ 2.61   $ 1.95      $ 1.50
                                      ====     ====        ====

   The changes in the carrying amount of goodwill for the years ended
   December 31, 2002 and 2001 are as follows (in millions):


                                     Life      Clinical      Other
                                    Science   Diagnostics  Operations

   December 31, 2000                $ 38.2   $ 54.6      $    -
     Amortization                     (3.7)    (4.1)          -
     Acquired goodwill                   -      1.4         1.4
     Tax adjustments                  (4.8)    (5.3)          -
                                      ----     ----        ----
   December 31, 2001                $ 29.7   $ 46.6      $  1.4

     Tax adjustments                  (3.9)    (4.3)          -
                                      ----     ----        ----
   December 31, 2002                $ 25.8   $ 42.3      $  1.4
                                      ====     ====        ====

   Goodwill balances and goodwill amortization have been included in
   corporate for segment reporting purposes in Note 15.

   Identifiable intangible assets of $7.1 million, net of $8.9 million
   of accumulated amortization are included in Other Assets and have
   remaining useful lives ranging from one to ten years.  The Company
   has no intangible assets with indefinite lives.

                                       16
<page>





   6.  Notes Payable and Long-Term Debt

   Notes payable include local credit lines maintained by the Company's
   subsidiaries aggregating approximately $30.9 million, of which $24.2
   million was unused at December 31, 2002.  At December 31, 2001 these
   lines aggregated approximately $25.3 million, of which $21.1 million
   was unused.  The weighted average interest rate on these lines was
   9.1% and 5.43% at December 31, 2002 and 2001, respectively.  Bio-Rad
   Laboratories, Inc. guarantees most of these credit lines.

   The principal components of Long-Term Debt are as follows (in
   millions):
                                         Year Ended December 31,
                                           2002             2001

   Senior Subordinated Notes            $ 105.3          $ 148.7
   Senior Credit Agreement:
     Term loan                                -             42.5
     Revolving credit facility                -                -
   Other debt                               1.1              1.6
   Capitalized leases                       0.2              1.3
                                          -----            -----
                                          106.6            194.1
   Less current maturities                  0.8              5.7
                                          -----            -----
   Long-Term Debt                       $ 105.8          $ 188.4
                                          =====            =====

   In September 1999, the Company entered into a $200.0 million Senior
   Credit Agreement due in 2004 to finance the acquisition of Pasteur
   Sanofi Diagnostics and certain related assets and to provide funds for
   working capital needs.  The Senior Credit Agreement included a term
   loan and revolving facility, each in the amount of $100.0 million.
   The term loan has since been fully repaid.

   The revolving facility is secured by an interest in the Company's
   assets through September 2004.  Interest varies upon a number of
   factors including the duration of the specific borrowing and is based
   upon either the Eurodollar, the Federal Funds effective or the
   Company's corporate based rate.  The interest rate on the revolving
   facility at December 31, 2002 was 4.50%.  A commitment fee ranging
   from .25% to .50% annually is charged on the daily unused portion of
   the revolving credit facility.

   The Company sold $150.0 million aggregate principal amount of Senior
   Subordinated Notes due in 2007 under an indenture dated February 17,
   2000.  The notes were offered at 98.832% of par and pay a fixed rate
   of interest of 11.625% per year.  The Company has the option to redeem
   any or all of the notes at any time prior to February 15, 2004 at a
   redemption price equal to 100% of the principal amount of the notes
   plus the applicable premium plus accrued and unpaid interest and
   certain other charges.  The notes may be redeemed after February 14,

                                       17
<page>






   2004 and before February 15, 2005 in whole or part at a redemption
   price of 105.813%; for the interim period to February 15, 2006 at
   102.906%; thereafter at 100%.  The debt is non-callable until February
   2004.  The Company's obligations under the notes are not secured and
   rank junior to all the Company's existing and future senior debt.

   During 2002, the Company repurchased in the open market $43.9 million
   (par value) of its Senior Subordinated debt.  The price paid includes
   interest to February 2004.  The total amount of interest, unamortized
   debt issue cost and unamortized original issue discount recognized as
   a result of the repurchase was $6.9 million and has been included in
   interest expense.

   The Senior Credit Agreement (including amendments) and the Senior
   Subordinated Notes require the Company, among other things, to comply
   with certain financial ratios and covenants.  The Company was in
   compliance with all financial ratios as of December 31, 2002 and 2001.
   These agreements also contain certain other restrictions, including
   limitations on payments of cash dividends, sales of assets, incurrence
   of indebtedness, the creation of liens, making certain investments and
   engaging in sale/leaseback transactions.

   Maturities of long-term debt at December 31, 2002, are as follows:
   2003 - $0.8 million; 2004 - $0.5 million; 2005 - $0; 2006 - $0;
   2007 - $105.3 million; thereafter - $0.

   7.  Income Taxes

   The U.S. and international components of income (loss) before
   taxes are as follows (in millions):

                                      Year Ended December 31,
                                      2002      2001       2000

   U.S.                             $ 37.6    $ (4.8)    $  6.4
   International                      66.8      69.8       39.0
                                     -----     -----      -----
   Income before taxes and
   cumulative effect of change
   in accounting principle          $104.4    $ 65.0     $ 45.4
                                     =====     =====      =====










                                       18
<page>



   The provision (benefit) for income taxes consists of (in millions):

                                      Year Ended December 31,
                                     2002       2001        2000
   Current:
     U.S. Federal                   $ 11.8     $  2.8    $ (4.6)
     International                    30.8       23.7      15.3
     U.S. State                        1.0        0.4       0.6
                                      ----       ----      ----
                                      43.6       26.9      11.3
   Deferred:
     U.S. Federal                   $ (2.3)    $  0.2    $  1.4
     International                    (4.2)      (5.3)      0.5
     U.S. State                       (0.6)      (1.0)      0.4
                                      ----       ----      ----
                                      (7.1)      (6.1)      2.3
                                      ----       ----      ----
   Provision for income taxes       $ 36.5     $ 20.8    $ 13.6
                                      ====       ====      ====


   The Company's income tax provision differs from the amount
   computed by applying the U.S. federal statutory rate to income
   before taxes as follows:

                                       Year Ended December 31,
                                    2002       2001        2000

   U.S. statutory tax rate           35%        35%         35%
   State taxes, net of
     federal income tax benefit       -         (1)          2
   Foreign Sales Corporation/EIE
     tax benefit                     (2)        (4)         (3)
   Difference between U.S. and
     foreign tax rates (net of
     foreign tax credits)             2        (10)         (1)
   Loss carryforwards utilized       (1)        (1)          -
   Amortization of goodwill           -          4           1
   Foreign losses not benefited       2          1           4
   Capital loss not benefited         1          5           -
   Increase(decrease) in
     tax reserves                    (1)         3          (1)
   Foreign exchange loss
     recognized                       -          -          (6)
   Other                             (1)         -          (1)
                                     ---        ---         ---
   Provision for income taxes        35%        32%         30%
                                     ===        ===         ===


   Deferred income taxes reflect the net tax effect of temporary
   differences between the carrying amounts of assets and
   liabilities for financial reporting purposes and the amounts used
   for income tax purposes.  Significant components of deferred tax

                                       19
<page>



   assets and liabilities are as follows (in millions):

                                          Year Ended December 31,
                                           2002            2001
   Deferred Tax Assets:
     Reserves for obsolete inventory,
       warranty and bad debts              $ 11.5        $ 11.7
     Elimination of intercompany profit       7.8           5.8
     Tax benefit of loss carryforwards        8.5           7.1
     Basis difference in investment           4.1           3.1
     State tax credit carryforward            4.5           4.5
     Other                                   13.6          12.6
                                            -----         -----
                                             50.0          44.8
     Valuation allowance                    (12.9)        (17.3)
                                            -----         -----
     Deferred Tax Assets                   $ 37.1        $ 27.5
   Deferred Tax Liabilities:                =====         =====

     Deferred gain on condemnation         $  2.9        $  3.9
     Depreciation                             1.7           2.5
     Development cost of Hercules
       facility                               1.5           1.5
     Other                                    3.7           4.7
                                            -----         -----
     Deferred Tax Liabilities              $  9.8        $ 12.6
                                            =====         =====

   At December 31, 2002, Bio-Rad's international subsidiaries had
   combined net operating loss carryforwards of $11.4 million.  A
   portion of these loss carryforwards will expire in the following
   years: 2005 - $0.3 million; and 2007 - $0.9 million.  The
   remainder of these loss carryforwards have no expiration date.
   The utilization of these carryforwards is limited to the separate
   taxable income of each individual subsidiary.

   At December 31, 2002, Bio-Rad has an unutilized domestic net
   operating loss carryforward of $15.6 million.  The loss
   carryforward will expire in the year 2018.  The utilization of
   the loss carryforward is limited to Bio-Rad's domestic taxable
   income.  At December 31, 2002, Bio-Rad has a California tax
   credit carryforward of $4.5 million.  The credit carryforward has
   no expiration date.  The utilization of the tax credit
   carryforward is limited to the extent Bio-Rad has California
   taxable income.

   The valuation allowance is needed to reduce the deferred tax
   assets to an amount that is more likely than not to be realized.
   The net change in the valuation allowance in 2002 was a decrease
   of $4.4 million, primarily resulting from a utilization of tax
   loss carryforwards.  The net change in 2001 was a decrease of
   $4.2 million primarily resulting from the utilization of tax loss
   carryforwards. Utilization of carryforwards acquired as part of a


                                       20
<page>






   1999 acquisition which were fully reserved at the acquisition
   date adjusted the recorded goodwill by approximately $8.2 million
   and $3.7 million for 2002 and 2001, respectively.

   Bio-Rad does not provide for taxes which would be payable if the
   cumulative undistributed earnings of its international subsidiaries,
   approximately $124 million at December 31, 2002, were remitted to the
   U.S. parent company.  Unless it becomes advantageous for tax or
   foreign exchange reasons to remit a subsidiary's earnings, such
   earnings are indefinitely reinvested in subsidiary operations.  The
   withholding tax and U.S. federal income taxes on these earnings, if
   remitted, would in large part be offset by tax credits.

   8.  Stockholders' Equity

   On February 4, 2002, the shareholders voted to reduce the par value of
   common stock and preferred stock from $1.00 per share to $.0001 per
   share and to increase the number of authorized shares of capital stock
   from 23,300,000 to 77,500,000 shares.  An adjustment was made in the
   Company's stockholders' equity section to reflect the reduction of par
   value by increasing paid-in capital.  Class A common shares authorized
   were increased from 15,000,000 shares to 50,000,000 shares and Class B
   common shares authorized were increased from 6,000,000 to 20,000,000.
   Authorized shares of preferred stock were increased from 2,300,000 to
   7,500,000.

   On February 6, 2002, the Company's Board of Directors authorized a
   two-for-one stock split effected in the form of a 100% stock dividend.
   As a result of the stock split, the accompanying historical financial
   statements reflect the increase in the number of outstanding shares of
   common stock and the transfer of the par value of these shares from
   paid-in capital.  All share and per share amounts have been restated
   to reflect the retroactive effect of the stock split.

   Stock Classification

   The Company's outstanding stock consists of Class A Common Stock
   (Class A) and Class B Common Stock (Class B).  Each share of Class A
   and Class B participates equally in the earnings of Bio-Rad, and is
   identical in most respects except that Class A has limited voting
   rights.  Each share of Class A is entitled to one-tenth of a vote on
   most matters, and each share of Class B is entitled to one vote.
   Additionally, Class A stockholders are entitled to elect 25% of the
   Board of Directors and Class B stockholders are entitled to elect the
   balance of the directors.  Cash dividends may be paid on Class A
   shares without paying a cash dividend on Class B shares but no cash
   dividend may be paid on Class B shares unless at least an equal cash
   dividend is paid on Class A shares.  Class B shares are convertible at
   any time into Class A shares on a one-for-one basis at the option of
   the stockholder.


                                       21
<page>






   9.  Stock Option and Purchase Plans

   Stock Option Plans

   The Company maintains incentive and non-qualified stock option plans
   for officers and certain other key employees.  No options have been
   issued to non-employees.

   Under the Amended 1994 Stock Option Plan, the Company may grant
   options to its employees for up to 3,550,000 shares of common stock
   provided that no option shall be granted after March 1, 2004.  Under
   the plans, Class A and Class B options are granted at prices not less
   than fair market value on the date of grant.  Generally, options
   granted have a term of 10 years and vest in increments of 25% per year
   over a four-year period on the yearly anniversary date of the grant.
   For options granted after January 1, 2001, options vest in increments
   of 20% over a five-year period on the yearly anniversary date of the
   grant.

   Pro forma compensation costs are calculated for the fair value of the
   employees' purchase rights, which was estimated using the Black-
   Scholes method.  For purposes of the pro forma disclosures, the
   estimated fair value of the options granted is amortized to expense
   over the options' vesting period.  There were no options granted in
   2001.  Assumptions used for 2002 and 2000 grants are as follows:  no
   dividend yield for all periods; weighted average expected lives of 4.2
   years in 2002 and 4.1 years in 2000; expected volatility of 35% and
   30%; and risk-free interest rates of 3.99% and 6.71% for 2002 and
   2000, respectively.  See Note 1 for a description of the effect of the
   pro forma compensation expense derived using the fair value method on
   the Company's results.





















                                       22
<page>
<table>
<caption>
 Activity under the plans is summarized below (amounts reported in the Price columns
 represent the weighted average exercise price):

                                                               Year Ended December 31,
                                              2002                         2001                      2000
                                      Shares         Price          Shares        Price       Shares         Price
   <s>                               <c>            <c>           <c>            <c>         <c>            <c>
   Outstanding at beginning of year  1,572,701      $11.80        1,921,778      $11.90      1,290,230      $12.09

   Granted                             379,500       28.85                -           -      1,061,890       11.26

   Exercised                          (350,549)      11.67         (287,622)      12.81       (130,500)       9.48

   Forfeited                            (9,820)      10.90          (36,385)      10.61       (222,676)      12.31

   Expired                                   -           -          (25,070)      13.06        (77,166)       9.11
                                     ---------                    ---------                  ---------

   Outstanding at end of year        1,591,832      $15.84        1,572,701      $11.72      1,921,778      $11.90
                                     =========                    =========                  =========

   Options exercisable at year-end     677,149      $12.39          672,266      $12.60        544,096      $13.46
                                       =======                      =======                    =======

   Weighted average fair value of
     options granted during the year    $9.75                        $   -                      $3.46
                                         ====                         ====                       ====

   The following summarizes information about stock options outstanding at December 31, 2002:

                                          Options Outstanding                        Options Exercisable

                           Number        Weighted Average                         Number
         Range of        Outstanding         Remaining       Weighted Average  Exercisable    Weighted Average
      Exercise Prices    at 12/31/02     Contractual Life     Exercise Price   at 12/31/02     Exercise Price

      $ 9.85 - $ 9.85       90,636         1.40 years            $ 9.85           47,557          $ 9.85
      $10.75 - $10.75      438,516         7.72                   10.75          166,254           10.75
      $10.83 - $11.97      447,944         6.54                   11.78          249,227           11.77
      $12.44 - $37.23      614,736         6.85                   23.31          214,111           14.55
                         ---------                                               -------
                         1,591,832         6.69                   15.84          677,149           12.39
                         =========                                               =======

</table>

                                                                23
<page>







   Employee Stock Purchase Plan

   The Company has an employee stock purchase plan that provides that eligible
   employees may contribute up to 10% of their compensation up to $25,000
   annually toward the quarterly purchase of the Company's Class A common
   stock.  The employees purchase price is 85% of the lesser of the fair
   market value of the stock on the first business day or the last business
   day of each calendar quarter.  No compensation expense is recorded in
   connection with the plan.  The Company has authorized the sale of 1,890,000
   shares of common stock under the plan.  The Company sold 66,992 shares for
   $1.8 million, 88,982 shares for $1.2 million and 114,202 shares for $1.1
   million under the plan to employees in 2002, 2001 and 2000, respectively.
   At December 31, 2002, 340,553 shares remain authorized under the plan.

   The fair value of the employees' purchase rights since 1995 was estimated
   using the Black-Scholes model with the following assumptions for 2002, 2001
   and 2000, respectively:  no dividend yield for all periods; an expected
   life of three months for all periods; expected volatility ranging from 34%
   to 54%, 35% to 57%, and from 28% to 43%; and risk-free interest rates
   ranging from 1.50% to 1.68%, 2.36% to 5.68%, and from 5.45% to 6.46%. The
   weighted average fair value of those purchase rights granted in 2002, 2001
   and 2000 was $8.41, $4.48, and $2.55, respectively.

   10. Earnings Per Share

   Weighted average shares used for diluted earnings per share include the
   dilutive effect of outstanding stock options of 917,000, 794,000 and
   146,000 shares, for the years ended December 31, 2002, 2001 and 2000,
   respectively.

   There were no anti-dilutive shares for 2002 and 2001. Options to purchase
   401,000 shares of common stock were outstanding during 2000, but were
   excluded from the computation of diluted earnings per share because the
   exercise price of the options was greater than the average market price of
   the common shares.

   11.  Other Income and Expense

   Other, net includes the following income and (expense) components
   (in millions):

                                              Year Ended December 31,
                                            2002       2001        2000

   Write-down of investments               $(5.0)    $(10.9)      $   -
   Interest income                           4.0        1.3         1.0
   Miscellaneous other items                 1.7       (0.4)       (1.7)
                                            ----       ----        ----
   Other, net                              $ 0.7     $(10.0)      $(0.7)
                                            ====       ====        ====


                                       24
<page>







   12.  Supplemental Cash Flow Information

   The reconciliation of net income to net cash provided by operating
   activities is as follows (in millions):
                                                     Year Ended December 31,
                                                      2002      2001      2000

   Net income                                       $ 67.9    $ 44.2    $ 31.1
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Depreciation                                     36.9      32.6      33.7
     Amortization                                      1.1       8.7       9.5
     Foreign currency hedge transactions, net          2.3      (0.4)     (6.1)
     Gains on dispositions of marketable securities   (0.1)     (0.2)     (0.5)
     Increase in accounts receivable, net             (0.7)    (22.6)     (0.3)
     Increase in inventories, net                    (16.2)    (14.0)    (18.9)
     (Increase) decrease in other current assets     (12.3)     (2.8)      0.9
     Increase (decrease) in accounts payable and
      other current liabilities                       13.3      11.7      (0.6)
     Increase (decrease) in income taxes payable      (6.9)     17.6      (4.6)
     Increase (decrease) in deferred taxes            12.7      (1.7)      3.4
     Gain on sale of semiconductor business
      and fixed assets                                   -         -     (21.8)
     Loss on sale of spectroscopy business and
      write-down of investments                        5.0      15.4         -
     Other                                             1.8      11.0      (1.6)
                                                     -----     -----     -----
   Net cash provided by operating activities        $104.8    $ 99.5    $ 24.2
                                                     =====     =====     =====

   13.  Commitments and Contingent Liabilities

   Rents and Leases

   Net rental expense under operating leases was $19.5 million in 2002,
   $15.8 million in 2001 and $13.0 million in 2000.  Leases are
   principally for facilities and automobiles.

   Annual future minimum lease payments at December 31, 2002, under
   operating leases are as follows:  2003 - $16.8 million; 2004 - $13.7
   million; 2005 - $7.7 million; 2006 - $5.9 million; 2007 - $4.7 million;
   subsequent to 2007 - $3.8 million.

   Deferred Profit Sharing Retirement Plan

   The Company has a profit sharing plan covering substantially all U.S.
   employees.  Contributions are made at the discretion of the Board of
   Directors.  Bio-Rad has no liability other than for the current year's
   contribution.  Contributions charged to income were $4.8 million, $4.7
   million and $4.8 million in 2002, 2001 and 2000, respectively.


                                       25
<page>






   Foreign Exchange Contracts

   The Company enters into forward foreign exchange contracts as an economic
   hedge against foreign currency denominated intercompany receivables and
   payables.  At December 31, 2002, the Company had contracts maturing
   in January through March 2003 to sell foreign currency with a nominal value
   of $85.1 million and an unrealized loss of $0.1 million.  Contracts to
   purchase foreign currency had a nominal value of $26.1 million with no
   unrealized gain or loss.

   Insurance

   The Company carries a deductible for workers' compensation and a portion of
   its group health insurance cost.  Accruals for losses are based on the
   Company's claims experience and actuarial assumptions followed in the
   insurance industry.  Should a greater amount of claims occur compared to the
   Company's estimates or cost of medical care increase beyond what has been
   anticipated, reserves recorded may not be sufficient and additional charges
   to income may be required.

   Letters of Credit

   In the ordinary course of business, the Company is at times required
   to post letters of credit.  These letters of credit are required by certain
   insurance companies to ensure payments of certain charges. The Company was
   contingently liable for approximately $3.3 million of standby letters of
   credit with a bank as of December 31, 2002.

   Taxes

   Settlement of open tax years, as well as tax issues in other countries where
   the Company conducts its businesses, are not expected to have a material
   effect on the consolidated financial position or liquidity of the Company
   and, in the opinion of management, adequate provision has been made for
   income and franchise taxes for all years under examination or subject to
   future examination.

   14. Legal Proceedings

   The Company is a party to various claims, legal actions and complaints
   arising in the ordinary course of business.  The Company does not believe
   that any ultimate liability resulting from any of these lawsuits will have a
   material adverse effect on its results of operations, financial position or
   liquidity.  However, the Company cannot give any assurance regarding the
   ultimate outcome of these lawsuits and their resolution could be material to
   the Company's operating results for any particular period, depending upon
   the level of income for the period.







                                       26
<page>


   15. Segment Information

   Bio-Rad is a multinational manufacturer and worldwide distributor of life
   science research products and clinical diagnostics products.  Bio-Rad has
   two reportable segments:  Life Science and Clinical Diagnostics.  These
   reportable segments are strategic business lines that offer different
   products and services and require different marketing strategies.

   The Life Science segment develops, manufactures, sells and services
   reagents, apparatus and instruments used for biological research.  These
   products are sold to university and medical school laboratories,
   pharmaceutical and biotechnology companies, food testing laboratories and
   government and industrial research facilities.

   The Clinical Diagnostics segment develops, manufactures, sells and services
   automated test systems, informatics systems, test kits and specialized
   quality controls for the healthcare market.  These products are sold to
   reference laboratories, hospital laboratories, state newborn screening
   facilities, physicians office laboratories, and insurance and forensic
   testing laboratories.

   The remainder of the Company's former Analytical Instruments segment is
   included in Other Operations.  The material product lines of this segment
   were sold in 2001 and 2000 (see Note 3).

   The accounting policies of the segments are the same as those described in
   Significant Accounting Policies (see Note 1).  Segment profit or loss used
   for corporate management purposes includes an allocation of corporate
   expense based upon sales and an allocation of interest expense based upon
   accounts receivable and inventories.  Segments are expected to manage only
   assets completely under their control.  Accordingly, segment assets include
   primarily accounts receivable, inventories and gross machinery and
   equipment.  Goodwill balances and goodwill amortization have been included
   in corporate for segment reporting purposes.

   Information regarding industry segments at December 31, 2002, 2001
   and 2000 and for the years then ended is as follows (in millions):

                                             Life     Clinical      Other
                                            Science  Diagnostics  Operations

   Segment net sales                 2002    $429.5      $455.4       $ 7.8
                                     2001     379.2       417.9        20.4
                                     2000     263.8       409.0        53.1

   Allocated interest expense        2002    $  8.8      $ 12.4       $ 0.1
                                     2001       9.3        14.3         0.5
                                     2000       9.3        19.4         1.9

   Depreciation and amortization     2002    $  8.3      $ 27.4       $ 0.2
                                     2001       7.2        26.2         0.4
                                     2000       6.4        25.7         0.9

   Segment profit (loss)             2002    $ 75.2      $ 41.9       $(1.6)
                                     2001      72.8        27.3        (5.3)
                                     2000      14.1        25.3        (2.4)


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   Segment assets                    2002    $225.1      $336.4       $ 4.7
                                     2001     194.2       302.2         3.4
                                     2000     152.2       308.4        14.4

   Capital expenditures              2002    $ 10.9      $ 29.7       $ 0.1
                                     2001      10.0        23.9         0.1
                                     2000       6.8        27.5         0.8


   The difference between total segment allocated interest expense,
   depreciation and amortization, and capital expenditures and the
   corresponding consolidated amounts is attributable to the Company's
   corporate headquarters.  The following reconciles total segment profit
   to consolidated income before taxes and cumulative effect of change in
   accounting principle (in millions):

                                                Year Ended December 31,
                                              2002         2001        2000

   Total segment profit                     $115.5        $94.8       $37.0
   Other, net                                  0.7        (10.0)       (0.6)
   Gain(loss)on divestitures                     -         (5.2)       21.8
   Goodwill amortization                         -         (7.7)       (8.1)
   Foreign exchange losses                    (5.4)        (2.1)       (0.4)
   Net corporate operating, interest
     and other income and expense
     not allocated to segments                (6.4)        (4.8)       (4.3)
   Consolidated income before taxes          -----        -----       -----
     and cumulative effect of change
     in accounting principle                $104.4        $65.0       $45.4
                                             =====        =====       =====


   The following reconciles total segment assets to consolidated total assets
   (in millions):

                                                             December 31,
                                                           2002        2001

   Total segment assets                                  $566.2      $499.8
   Cash and other current assets                           87.6        97.2
   Net property, plant and equipment
     excluding segment specific
     gross machinery and equipment                        (45.8)      (33.3)
   Goodwill                                                69.5        77.7
   Other long-term assets                                  43.2        42.6
                                                          -----       -----
   Total assets                                          $720.7      $684.0
                                                          =====       =====




                                       28
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   The following presents sales to external customers by geographic area
   based primarily on the location of the use of the product or service
   (in millions):
                                                 Year Ended December 31,
                                              2002         2001        2000

   Europe                                   $368.6       $341.7      $275.1
   Pacific Rim                               151.9        127.5       128.3
   United States                             320.4        296.9       274.5
   Other(primarily Canada and Latin America)  51.8         51.4        48.0
                                             -----        -----       -----
   Total sales                              $892.7       $817.5      $725.9
                                             =====        =====       =====

   The following presents long-lived assets by geographic area based
   upon the location of the asset (in millions):
                                                Year Ended December 31,
                                              2002       2001         2000

   Europe                                   $ 31.8       $ 25.3      $ 26.7
   Pacific Rim                                 7.2          6.4         6.5
   United States                             216.2        217.0       239.8
   Other(primarily Canada and Latin America)   5.2          4.5         3.6
                                             -----        -----       -----
   Total assets                             $260.4       $253.2      $276.6
                                             =====        =====       =====

   16.  Quarterly Financial Data - (unaudited)

   Summarized quarterly financial data for 2002 and 2001 are as follows (in
   millions, except per share data):

                                     First      Second       Third    Fourth
                                    Quarter     Quarter     Quarter   Quarter
   2002
   Net sales                         $210.2      $214.6      $224.9    $243.0
   Gross profit                       121.3       122.3       129.0     136.9
   Net income                          18.8        16.2        16.6      16.3
   Basic earnings per share           $0.75       $0.65       $0.66     $0.64
   Diluted earnings per share         $0.73       $0.62       $0.64     $0.62

   2001
   Net sales                         $202.7      $195.3      $186.1    $233.4
   Gross profit                       109.9       108.2       104.8     132.5
   Net income                           8.6        11.6         7.0      17.0
   Basic earnings per share           $0.35       $0.47       $0.29     $0.69
   Diluted earnings per share         $0.34       $0.46       $0.28     $0.66






                                       29
<page>








   INDEPENDENT AUDITORS' REPORT

   To the Board of Directors and Stockholders of
   Bio-Rad Laboratories, Inc.:

   We have audited the accompanying consolidated balance sheet of
   Bio-Rad Laboratories, Inc. and subsidiaries (the "Company") as
   of December 31, 2002, and the related consolidated statements
   of income, changes in stockholders' equity, and cash flows for
   the year then ended.  These financial statements are the
   responsibility of the Company's management.  Our responsibility
   is to express an opinion on these financial statements based on
   our audit.  The consolidated financial statements of the Company
   and subsidiaries as of December 31, 2001 and for the years ended
   December 31, 2001 and 2000 were audited by other auditors who
   have ceased operations.  Those auditors expressed an unqualified
   opinion on those financial statements in their report dated
   February 4, 2002, (February 6, 2002, as to a subsequent event).

   We conducted our audit in accordance with auditing standards
   generally accepted in the United States of America.  Those
   standards require that we plan and perform the audit to obtain
   reasonable assurance about whether the financial statements are
   free of material misstatement.  An audit includes examining, on a
   test basis, evidence supporting the amounts and disclosures in the
   financial statements.  An audit also includes assessing the
   accounting principles used and significant estimates made by
   management, as well as evaluating the overall financial statement
   presentation.  We believe that our audit provides a reasonable
   basis for our opinion.

   In our opinion, such 2002 consolidated financial statements present
   fairly, in all material respects, the financial position of Bio-Rad
   Laboratories, Inc. and subsidiaries as of December 31, 2002, and
   the results of their operations and their cash flows for the year
   then ended in conformity with accounting principles generally
   accepted in the United States of America.

   As discussed in Note 5 to the consolidated financial statements, in
   2002 the Company changed its method of accounting for goodwill and
   intangible assets to conform to Statement of Financial Accounting
   Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets."

   As discussed above, the consolidated financial statements of the
   Company as of and for the years ended December 31, 2001 and 2000
   were audited by other auditors who have ceased operations.  As
   described in Note 5, these consolidated financial statements have
   been revised to include the transitional disclosures required by
   SFAS No. 142, "Goodwill and Other Intangible Assets,"  which was
   adopted by the Company as of January 1, 2002.  Our audit procedures
   with respect to the disclosures in Note 5 with respect to 2001 and
   2000 included (i) agreeing the previously reported net income to

                                       30
<page>






   the previously issued financial statements and the adjustments to
   reported net income representing amortization expense (including
   any related tax effects) recognized in those periods related to
   goodwill to the Company's underlying records obtained from
   management, and (ii) testing the mathematical accuracy of the
   reconciliation of adjusted net income to reported net income, and
   the related earnings per share amounts.  However, we were not
   engaged to audit, review, or apply any procedures to the 2001 and
   2000 consolidated financial statements of the Company other than
   with respect to such disclosures and, accordingly, we do not
   express an opinion or any other form of assurance on the 2001 and
   2000 consolidated financial statements taken as a whole.




   /s/  DELOITTE & TOUCHE LLP


   San Francisco, California
   February 5, 2003
































                                       31
<page>









    This report is a copy of the previously issued report covering
    2001, 2000 and 1999.  The predecessor auditors have not reissued
                             their report.

                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   To the Stockholders and Board of Directors of
     Bio-Rad Laboratories, Inc.:

   We have audited the accompanying consolidated balance sheets of
   Bio-Rad Laboratories, Inc. (a Delaware Corporation) and
   subsidiaries as of December 31, 2001 and 2000, and the related
   consolidated statements of income, cash flows and changes in
   stockholders' equity for each of the three years in the period
   ended December 31, 2001.  These financial statements are the
   responsibility of the Company's management.  Our responsibility is
   to express an opinion on these financial statements based on our
   audits.

   We conducted our audits in accordance with auditing standards
   generally accepted in the United States.  Those standards require
   that we plan and perform the audit to obtain reasonable assurance
   about whether the financial statements are free of material
   misstatement.  An audit includes examining, on a test basis,
   evidence supporting the amounts and disclosures in the financial
   statements.  An audit also includes assessing the accounting
   principles used and significant estimates made by management, as
   well as evaluating the overall financial statement presentation.
   We believe that our audits provide a reasonable basis for our
   opinion.

   In our opinion, the consolidated financial statements referred to
   above present fairly, in all material respects, the financial
   position of Bio-Rad Laboratories, Inc. and subsidiaries as of
   December 31, 2001 and 2000, and the results of their operations and
   their cash flows for each of the three years in the period ended
   December 31, 2001 in conformity with accounting principles
   generally accepted in the United States.


                                               ARTHUR ANDERSEN LLP


   San Francisco, California
   February 4, 2002, except for Note 7,
   as to which the date is February 6, 2002






                                           32
<page>







   Bio-Rad Laboratories, Inc.

   Management's Discussion and Analysis
   ______________________________________________________________________
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                       OF OPERATIONS AND FINANCIAL CONDITION

   This discussion should be read in conjunction with the information contained
   in the Company's Consolidated Financial Statements and the accompanying
   notes which are an integral part of the statements.  References are to the
   Notes to Consolidated Financial Statements.

   Other than statements of historical fact, statements made in this Annual
   Report include forward looking statements, such as statements with respect
   to the Company's future financial performance, operating results, plans and
   objectives that involve risk and uncertainties.  We have based these forward
   looking statements on our current expectations and projections about future
   events.  However, actual results may differ materially from those currently
   anticipated depending on a variety of risk factors including among other
   things: our ability to successfully develop and market new products; our
   reliance on and access to necessary intellectual property; our substantial
   leverage and ability to service our debt; competition in and government
   regulation of the industries in which we operate; and the monetary policies
   of various countries.  We undertake no obligation to publicly update or
   revise any forward looking statements, whether as a result of new
   information, future events, or otherwise.

   The following shows gross profit and expense items as a percentage of net
   sales:
                                            Year Ended December 31,
                                             2002    2001    2000
   Net sales                                100.0   100.0   100.0
                                            -----   -----   -----
     Cost of goods sold                      42.9    44.3    48.0
   Gross profit                              57.1    55.7    52.0
   Selling, general and
     administrative expense                  32.4    32.4    33.9
   Product research and
     development expense                      9.3     9.4     9.4
   Net income                                 7.6     5.4     4.3



   Results in 2001 include a full year's sales of a significant new product,
   the BSE (Bovine Spongiform Encephalopathy) test in the Life Science segment
   and the divestiture in October 2001 of the last material product line of the
   Company's former Analytical Instruments segment, the spectroscopy business
   (see Note 3).





                                       33
<page>







   Critical Accounting Policies and Estimates

   The accompanying discussion and analysis of the Company's financial
   condition and results of operations are based upon the consolidated
   financial statements, which have been prepared in accordance with generally
   accepted accounting principles in the United States (GAAP).  The preparation
   of financial statements in conformity with GAAP requires management to make
   estimates and assumptions that affect the reported amounts of assets,
   liabilities and contingencies as of the date of the financial statements and
   reported amounts of revenues and expenses during the reporting periods.  The
   Company evaluates its estimates on an on-going basis.  The Company bases its
   estimates on historical experience and on various other assumptions that are
   believed to be reasonable under the circumstances, the results of which form
   the basis for making judgments about the carrying values of assets and
   liabilities that are not readily apparent from other sources.  However,
   future events are subject to change and the best estimates and assumptions
   are routinely requiring adjustment.  Actual results could differ from these
   estimates.

   In December 2001, the Securities and Exchange Commission (SEC) gave
   cautionary advice to all registrants to list their three to five most
   "critical accounting policies" in the Management Discussion and Analysis
   section.  The SEC indicated that a "critical accounting policy" is one which
   is both important to the portrayal of the Company's financial condition and
   results and requires management's most difficult, subjective or complex
   judgments, often as a result of the need to make estimates about the effect
   of matters that are inherently uncertain. The Company has identified the
   following accounting principles as the most critical for our financial
   disclosure:

   Accounting for Income Taxes.  As part of the process of preparing Bio-Rad's
   consolidated financial statements management is required to estimate the
   Company's income taxes in each of the jurisdictions in which the Company
   operates.  This process involves estimating Bio-Rad's actual current tax
   exposure together with assessing temporary differences resulting from
   differing treatment of items for tax and accounting purposes.  These
   differences result in deferred tax assets and liabilities, which are
   included within the consolidated balance sheet.  Management must then assess
   the likelihood that the deferred tax assets will be recovered from future
   taxable income and to the extent management believes that recovery is not
   likely, a valuation allowance must be established.  To the extent management
   establishes a valuation allowance or increases this allowance in a period,
   an expense within the tax provision in the statement of operations must be
   included.

   Significant management judgment is required in determining the provision for
   income taxes, deferred tax assets and liabilities and any valuation
   allowance recorded against the net deferred tax assets.  The Company has
   recorded a valuation allowance of $12.9 million as of December 31, 2002, due
   to uncertainties related to the Company's ability to utilize some of the
   deferred tax assets, primarily consisting of certain net operating losses


                                       34
<page>







   carried forward, before they expire.  The valuation allowance is based on
   management's estimates of taxable income by jurisdiction in which Bio-Rad
   operates and the period over which the deferred tax assets will be
   recoverable.  In the event that actual results differ from these estimates
   or these estimates are adjusted in future periods an additional valuation
   allowance may need to be established which could materially impact
   Bio-Rad's financial position and results of operations.

   Valuation of Long-lived and Intangible Assets and Goodwill.  The Company
   assesses the impairment of identifiable intangibles, long-lived assets and
   related goodwill and enterprise level goodwill whenever events or changes in
   circumstances indicated that the carrying value may not be recoverable.
   Projected future operating results and cash flows of the reporting units
   were used to establish the fair value used in evaluating the carrying value
   of the associated goodwill.  Factors the Company considers important which
   could trigger an impairment review include the following:

   - significant under-performance relative to expected historical or
   projected future operating results;
   - significant changes in the manner of use of the acquired assets or the
   strategy for the Company's overall business;
   - significant negative industry or economic trends.

   When the Company determines that the carrying value of intangibles, long-
   lived assets and related goodwill and enterprise level goodwill may not be
   recoverable based upon the existence of one or more of the above indicators
   of impairment, the Company measures any impairment based on a projected
   discounted cash flow method using a discount rate determined by management
   to be commensurate with the risk inherent in Bio-Rad's current business
   model.

   In 2002, Statement of Financial Accounting Standards No. 142, "Goodwill and
   Other Intangible Assets" (SFAS No. 142) became effective.  The Company
   adopted SFAS 142 and ceased to amortize approximately $77.7 million of
   goodwill.  The Company had recorded approximately $7.7 million of
   amortization on these amounts during 2001.  In lieu of amortization, the
   Company was required to perform an initial impairment review of goodwill in
   2002 and an annual impairment review thereafter.

   Bio-Rad did not record an impairment charge upon completion of the initial
   impairment review.  However, there can be no assurance that a material
   impairment charge will not be recorded in future periods.

   Valuation of Inventories.   The Company values inventory at the lower of the
   actual cost to purchase and/or manufacture the inventory or the current
   estimated market value of the inventory.  The Company regularly reviews
   inventory quantities on hand and records a provision for excess and obsolete
   inventory based primarily on an estimated forecast of product demand and
   production requirements for the next twelve months.  In addition, our
   industry is characterized by technological change, frequent new product
   development and product obsolescence that could result in an increase in the
   amount of obsolete inventory quantities on hand.  Additionally, the

                                       35
<page>







   Company's estimates of future product demand may prove to be inaccurate, in
   which case the Company may have understated or overstated the provision
   required for excess and obsolete inventory.  In the future, if inventory is
   determined to be overvalued, the Company would be required to recognize such
   costs in our cost of goods sold at the time of such determination.
   Likewise, if inventory is determined to be undervalued, the Company may have
   over-reported cost of goods sold in previous periods and would be required
   to recognize such additional operating income at the time of sale.
   Therefore, although the Company makes every effort to ensure the accuracy of
   its forecasts of future product demand, any significant unanticipated
   changes in demand or technological developments could have a significant
   impact on the value of its inventory and reported operating results.

   Corporate Results -- Sales, Margins and Expenses

   Bio-Rad net sales for the year 2002 were $892.7 million, an increase of 9%
   over the prior year.  The divestiture of the spectroscopy product line in
   the fourth quarter of 2001 had the effect of lowering overall growth 2%.
   The impact of a weakening U.S. dollar provided growth from net foreign
   currency denominated sales of just less than 1% for the full year.  Overall
   growth for Bio-Rad exceeded 11% when adjusted for divestitures and the
   change in translation rates used to convert foreign sales.

   The Life Science segment had sales growth of 13%, benefiting from an
   approximate 1% increase due to foreign exchange.  The majority of growth was
   provided by consumables.  Modest growth was achieved by apparatus and
   instrument sales declined year over year.

   The Clinical Diagnostics segment achieved sales growth of 9%, again
   benefiting from an approximate 1% increase due to foreign exchange.
   Contributing product lines included Diabetes, Autoimmune, Quality Control
   products, and Blood Virus products.

   Net sales for the year 2001 reached $817.5 million, an increase of 13% over
   the prior period.  The year 2001 benefited from sales of the Company's BSE
   test which had negligible sales in the year 2000.  Divestitures in the
   Clinical Diagnostics and Analytical Instruments segments along with a
   strengthening U.S. dollar had the effect of lowering the Company's sales
   growth on a comparative basis.  Adjusting for divestitures and the impact of
   currency, sales growth for the year 2001 was 25%.

   The 2002 consolidated gross margins improved to 57.1% from 55.7% in the
   prior year.  Life Science improved approximately 0.3% based largely on sales
   mix as consumables and apparatus with higher margins than instruments
   comprised a greater portion of the total sales volume.  Clinical Diagnostics
   gross margins improved from lower manufacturing overhead spending and a
   decrease in provisions for obsolete inventory.  Finally, the divestiture of
   the spectroscopy product line of the Company's former Analytical Instruments
   group also helped contribute as it historically operated at a much lower
   gross margin than either Life Science or Clinical Diagnostics.



                                       36
<page>







   Consolidated gross margins in 2001 were 55.7%, an improvement over 2000
   reflecting several favorable factors.  Life Science margins improved from
   changed sales mix as consumables, including the BSE test, made up a larger
   portion of total Life Science sales with generally higher margins than
   apparatus and equipment.  Manufacturing overhead absorption improved due to
   increased manufacturing activity without an equivalent increase in fixed
   factory spending.  Clinical Diagnostics' margins improved due to lower
   royalty costs on manufactured products, improved manufacturing efficiencies
   in France, the settlement of a royalty dispute providing a one-time increase
   in royalty income, and overall lower manufacturing costs in the quality
   control product lines.  The positive results noted above were partially
   offset by the negative impact of a strengthening dollar on U.S. manufactured
   products sold into international markets.

   Consolidated selling, general and administrative (SG&A) expense remained
   unchanged from the prior year at 32.4% of sales.  Spending increased in
   absolute dollars in both Life Science and Clinical Diagnostics.  The areas
   where increases were the largest were in Europe to support the growth that
   began in 2001 through the current year.  Increases were primarily for
   personnel and related expenses, agent commissions and advertising.  The
   Company invested in both direct sales and sales support personnel.  As part
   of this effort, the Company also increased its involvement in Eastern
   Europe.  Asia, excluding Japan, was a second area of emphasis in 2002 for
   Bio-Rad.  The Company replaced some agents and distributors consolidating
   its activities in its wholly owned subsidiaries, with its own personnel.
   The Company sees an opportunity to increase sales through greater
   penetration and increasing its direct involvement with the customer.

   Consolidated SG&A expense declined to 32.4% of sales in 2001 from 33.9% in
   the prior year.  Spending increased in absolute dollars in each segment
   except Analytical Instruments.  Life Science expenditures represent
   additions to sales and marketing headcount, increased customer support
   services and a continuing investment in e-commerce.  Clinical Diagnostics
   expenditures focused on organizational changes and realigning the business
   after the acquisition of Pasteur Sanofi Diagnostics as well as some
   strategic marketing initiatives in support of new product development.
   General and administrative expenses increased throughout the Company as
   internationally the Company replaced distributors with locally owned
   affiliates and expanded infrastructure to support a wider presence.  As the
   Company completes communication and information technology capital programs,
   operating and depreciation costs will increase as the new systems replace
   fully depreciated legacy systems.

   Product research and development expense (R&D) in 2002 increased by 8.4%
   just below the rate of sales (9.2%).  The majority of the increase in
   absolute dollar spending was in the Life Science segment to support
   development activities in the areas of proteomics, amplification, food
   testing, microarray technology and process chromatography.

   Clinical Diagnostics expenditures remained unchanged.  Areas of emphasis for
   Clinical Diagnostics includes blood screening, autoimmune testing, genetic

                                       37
<page>






   disorders and expanded offerings for the quality control product line.  The
   Company plans to reinvest between 9% and 10% of sales in research and
   development going forward to support growth.

   Product research and development expense in 2001 increased by 12% or $8.4
   million.  As a percentage of sales, R&D expense was 9.4%, the same
   percentage as in 2000.  Life Science efforts represent the development of
   new products and applications for proteomic and genomic researchers,
   pharmaceutical discovery, and food testing markets.  Clinical Diagnostics
   expenditures concentrated on new automation for some of the Company's
   diagnostic tests for blood screening and expanding the available products in
   the quality control product line.

   Corporate Results -- Non-Operating Items

   Interest expense increased to $28.2 million in the year 2002. Included in
   the current year's interest costs is $6.9 million of costs associated with
   the open market repurchase of $43.9 million of the Company's Senior
   Subordinated Notes.  The notes were repurchased in the period September
   through December 2002.  The costs incurred included a premium to repurchase
   the notes, the expensing of unamortized debt issue costs and original issue
   discount.  Excluding these costs, interest expense declined due to overall
   lower borrowings.

   Foreign exchange losses for 2002 are principally comprised of exchange gain
   and loss on intercompany receivables in Brazil and Russia and the net cost
   of the Company's hedging program for the more established European, Asian
   and North American currencies.

   Interest expense decreased by $6.5 million for the year 2001 as the Company
   repaid debt and benefited from overall lower average borrowing costs on its
   variable rate debt.  Net other income and expense for 2002 and 2001
   primarily includes a non-cash write-down of an investment in a closely held
   foreign company and other investments, and interest income.

   Bio-Rad's consolidated effective tax rate was 35%, 32% and 30% in 2002, 2001
   and 2000, respectively.  The tax rate for all years reflects the utilization
   of loss carryforwards, foreign sales corporation benefits and foreign tax
   credits.  The effective tax rate rose in 2002, primarily as a result of
   increased profitability in countries with higher tax rates, current period
   local tax losses which do not provide a consolidated tax benefit and the
   effect of proportionally less tax credits on foreign sales and research and
   development, when compared to taxable income.

   Financial Condition

   Historically, the Company's principal capital requirement was for working
   capital to fund its internal growth.  As a result of the obligations
   undertaken in relation to the acquisition of Pasteur Sanofi Diagnostics, the
   Company became highly leveraged with a debt to equity ratio at year-end in
   1999 of 119%.  Since that time the Company has improved its overall
   liquidity reducing its debt to equity ratio at year-end 2002 to 30%.

                                       38
<page>






   At December 31, 2002, the Company had available $27.7 million in cash and
   cash equivalents, $24.2 million under the international lines of credit and
   $100.0 million under the line of credit portion of the Senior Credit
   Facility.  Management believes that this availability, together with cash
   flow from operations, will be adequate to meet the Company's current
   objectives for operations, research and development and investment in our
   systems and equipment.

   Net cash provided by operations was $104.8 million, $99.5 million and $24.2
   million in 2002, 2001 and 2000 respectively.  The divestiture of the
   Analytical Instruments segment, the integration of the Pasteur Sanofi
   Diagnostics acquisition, and the introduction of new products (most notable
   the BSE test) have all contributed to the improved cash flow from operations
   for the Company.

   Consolidated net accounts receivable increased by $17.9 million or 9.2%.
   The impact of strengthening foreign currencies, in particular, the Euro
   versus the U.S. dollar, accounts for the majority of the increase.  From
   December 31, 2001 to December 31, 2002 the Euro strengthened approximately
   18%.  European accounts receivable approximated 55% of the Company's year-
   end 2002 balance of total receivables.  The portion of the increase due to
   factors other than currency amounted to approximately $1.5 million.
   Bio-Rad's management regularly reviews the allowance for uncollectable
   accounts receivable and believes net accounts receivable are fully
   realizable.

   Consolidated net inventory increased $27.2 million or 19.5%.  Again,
   strengthening foreign currencies accounted for a majority of the increase in
   inventory value.  Acquisition of the microarray product line and a
   diagnostic supplier added approximately $3 million of the increased
   inventories.  Inventory growth unrelated to the aforementioned was
   concentrated in Life Science consumable products and Clinical Diagnostics
   quality controls, which were both significant contributors to the year 2002
   sales growth.  Inventory in the quality controls area is characterized by
   large batch sizes to meet customer specifications.  Management routinely
   reviews the impact of obsolescence and market prices on current inventory
   caused by the introduction of new products, technologies and various pricing
   regulations.

   Net capital expenditures in 2002 totaled $42.2 million compared to $43.2
   million and $31.4 million in 2001 and 2000, respectively.  A principal
   expenditure in all years was clinical diagnostic equipment placed with
   customers to be used with the Company's diagnostic reagents.  The Company
   began construction late in the third quarter of 2002 of new facilities for
   manufacturing, laboratory, and general office use on Company owned land in
   the business park where Corporate headquarters, Life Science and Clinical
   Diagnostics group operations are now located.  The estimated current cost of
   the facility is $25 million and is scheduled for occupancy early in the
   first quarter of 2004.  To December 31, 2002, approximately $2 million has
   been capitalized on this project.  Other expenditures in the period
   represent the Company's investment in business systems to standardize
   distribution software, enhance data communication, replace and update

                                       39
<page>






   production equipment and improve equipment and facilities to meet the
   necessary Good Manufacturing Practices, (GMP) mandated by the Food and Drug
   Administration (FDA) for Clinical Diagnostics and other regulatory bodies as
   well as many customers of the Life Science group.  It is estimated that the
   European In Vitro Diagnostic Directive will increase the burden of
   compliance for the Company in Europe and will necessitate continued
   compliance expenditures of a capital nature.

   During the year 2002, the Company purchased in the open market and retired
   $43.9 million of its $150 million (aggregate principal) Senior Subordinated
   Notes due in 2007.  These notes may be redeemed after February 14, 2004 and
   before February 15, 2005 in whole or part at a redemption price of 105.813%
   for the interim period to February 15, 2006 at 102.906% and thereafter at
   100%.  Repurchases were originally restricted by the terms of the Senior
   Credit Facility but that agreement has been amended twice, first to allow a
   partial repurchase, and subsequent to year-end, to allow the complete
   repurchase of all amounts outstanding.  Subsequent to December 31, 2002 and
   to date, the Company has redeemed an additional $6.7 million (par value) at
   an expense including interest, unamortized issue costs and unamortized
   discount of approximately $1.0 million.  The Company will assess the
   opportunity to retire the remaining outstanding principle balance as the
   notes become available.

   The Company continues to review possible acquisitions to expand both its
   Life Science and Clinical Diagnostics segments.  The Company routinely meets
   with the principals or brokers of the subject companies.  Currently no
   discussions involving a material acquisition have progressed beyond the most
   initial phases.  Should the Company make a material acquisition it would
   most likely require an increase in borrowed funds.

   The Board of Directors has authorized the Company to repurchase up to $18
   million of the Company's common stock over an indefinite period of time.
   Through December 31, 2002, the Company has cumulatively repurchased
   1,179,272 shares of Class A Common Stock and 60,000 shares of Class B Common
   Stock for a total of $14.7 million.  The Company's credit agreements
   restrict the Company's ability to repurchase its own stock.  There were no
   share repurchases made during 2002.  The repurchase is designed to improve
   shareholder value and to satisfy the Company's obligations under the
   employee stock purchase and stock option plans.


   Financial Risk Management

   Bio-Rad uses derivative financial instruments to reduce the Company's
   exposure to fluctuations in foreign exchange rates and, on occasion,
   interest rates.  No derivative financial instruments are entered into for
   the purpose of speculating or trading.  Company policy limits all derivative
   positions exclusively to reducing risk by hedging an underlying economic
   exposure.  In most cases, derivative investments do not qualify for hedge
   accounting treatment under Statement of Financial Accounting Standards No.
   133, "Accounting for Derivative Instruments and Hedging Activities."
   Derivative instruments used in these transactions will be valued at fair

                                       40
<page>






   value and changes in fair value will be included in reported earnings.


   Bio-Rad operates and conducts business in many countries and is exposed to
   movements in foreign currency exchange rates.   Additionally, Bio-Rad's
   consolidated net equity is impacted by the conversion of the net assets of
   international subsidiaries for which the functional currency is not the U.S.
   Dollar.  Foreign currency exposures are managed on a centralized basis by
   the Company's Treasury Department.  This allows for the netting of natural
   offsets and lowers transaction costs and exposures.  Bio-Rad currently makes
   more than 50% of its sales outside the United States and weakening in one
   currency can often be offset by strengthening in another.

   Bio-Rad typically enters into forward exchange contracts to sell its foreign
   currency.  Contracts are entered into typically for 30 to 60 days, primarily
   in British Sterling, Japanese Yen and the Euro or related currencies.  The
   costs are recognized in income monthly and generally are the reciprocal of
   the change in underlying assets.  Bio-Rad does not hold any derivative
   contracts that hedge its foreign currency denominated net asset exposures.

   Bio-Rad uses sensitivity analysis to assess the market risk associated with
   its foreign currency exchange risk.  Market risk is the potential change in
   fair value of derivative positions from an adverse movement in currency
   exchange rates.  As of December 31, 2002, the Company's market risk was not
   significant.

   The Company's long-term debt consists mostly of fixed rate instruments.
   While the Company has used derivative instruments in the past, it did not
   hold any interest rate derivative contracts at December 31, 2002.  The
   current strategy is to lower overall long-term fixed rate instruments with
   cash flow from operations and, as needed, use a mix of fixed and variable
   rate debt to manage interest costs and limit interest rate expense from any
   short-term dramatic change.




















                                       41
<page>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>5
<FILENAME>exb211.txt
<TEXT>


          EXHIBIT 21.1 - LISTING OF SUBSIDIARIES
                                                          JURISDICTION OF
          SUBSIDIARY                                       ORGANIZATION


          Bio-Rad Laboratories Pty. Limited                 Australia
          Bio-Rad Pty. Limited                              Australia
          Bio-Rad Laboratories Ges.m.b.H.                   Austria

          Bio-Rad International, Inc. (FSC)                 Barbados
          Bio-Rad Laboratories N.V. - S.A.                  Belgium
          RSL N.V.                                          Belgium
          Bio-Rad Laboratorios Brasil Ltda.                 Brazil

          Bio-Metrics Properties, Limited                   California, USA
          Bio-Rad Laboratories (Israel) Inc.                California, USA
          Bio-Rad Leasing Corporation                       California, USA
          Bio-Rad Pacific Limited                           California, USA

          Helix Diagnostics, Inc.                           California, USA
          Bio-Rad Laboratories (Canada) Limited             Canada
          Bio-Rad Laboratories (Shanghai) Ltd.              China
          SoftShell International, Ltd.                     Colorado, USA

          Bio-Rad spol. sr.o.                               Czech Republic
          Bio-Metrics, Limited                              Delaware, USA
          Bio-Rad Export, Inc. (DISC)                       Delaware, USA
          Bio-Rad                                           France

          Bio-Rad Pasteur                                   France
          ADIL Instruments                                  France
          Bio-Rad Laboratories S.A.S.                       France
          Bio-Rad Laboratories G.m.b.H.                     Germany

          Bio-Rad G.m.b.H.                                  Germany
          Bio-Rad China Limited                             Hong Kong
          IMV Medical Information Division Inc.             Illinois, USA
          Bio-Rad Laboratories(India)Private Limited        India

          Bio-Rad Laboratories Israel (1996) Limited        Israel
          Bio-Rad Laboratories S.r.l.                       Italy
          Nippon Bio-Rad Laboratories K.K.                  Japan
          Bio-Rad Fujirebio Inc.                            Japan

          Bio-Rad Korea Ltd.                                Korea
          International Marketing Ventures, LTD.            Maryland, USA
          Bio-Rad Micromeasurements, Inc.                   Massachusetts, USA
          Bio-Rad Laboratories Mexico, S.A. de C.V.         Mexico

          Bio-Rad S.A.                                      Mexico
          Bio-Rad Laboratories B.V.                         The Netherlands
<page>






          Sandia Systems, Inc.                              New Mexico, USA
          Polaron Instruments, Inc.                         Pennsylvania, USA
          Bio-Rad Polska Sp. z o.o.                         Poland
          Bio-Rad Laboratoires-Aparelhos e Reagentes

            Hospitalares, LDA                               Portugal
          Bio-Rad Laboratorii OOO                           Russia
          Bio-Rad Laboratories (Singapore) Pte. Limited     Singapore
          Bio-Rad Laboratories (Pty) Limited                South Africa

          Bio-Rad Laboratories S.A.                         Spain
          Bio-Rad Laboratories AB                           Sweden
          Bio-Rad Laboratories AG                           Switzerland
          Bio-Rad Laboratories Taiwan Limited               Taiwan

          Sanofi Pacific Diagnostics Ltd.                   Thailand
          Bio-Rad Laboratories Limited                      Thailand
          Bio-Metrics (UK) Limited                          United Kingdom
          Bio-Rad Laboratories Europe Limited               United Kingdom

          Bio-Rad Laboratories Limited                      United Kingdom
          Bio-Rad Laboratories (UK) Limited                 United Kingdom
          Bio-Rad Lasersharp Limited                        United Kingdom
          Bio-Rad Limited                                   United Kingdom

          Bio-Rad Micromeasurements Limited                 United Kingdom
          Bio-Rad Microscience Limited                      United Kingdom
          Emscope Engineering Limited                       United Kingdom
          IMV Europe Ltd.                                   United Kingdom

          Micromeasurements Limited                         United Kingdom
          Sadtler Research Laboratories Limited             United Kingdom
          Respiratory Diagnostics, Inc.                     Washington, USA
<page>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>exb231.txt
<TEXT>





                                                           Exhibit 23.1




          INDEPENDENT AUDITORS' CONSENT



          We consent to the incorporation by reference in Registration
          Statement Nos. 33-53335 and 33-53337 of Bio-Rad Laboratories,
          Inc. and subsidiaries on Form S-8 of our reports dated
          February 5, 2003, relating to the consolidated financial
          statements of Bio-Rad Laboratories, Inc. as of and for the year
          ended December 31, 2002 (which reports express unqualified
          opinions and include explanatory paragraphs as to the Company's
          change in its method of accounting for goodwill and intangible
          assets and to the application of procedures relating to certain
          disclosures of financial statement amounts related to the 2001
          and 2000 financial statements that were audited by other auditors
          who have ceased operations and for which we have expressed no
          opinion or other form of assurance other than with respect to
          such disclosures) appearing in and incorporated by reference in
          the Annual Report on Form 10-K of Bio-Rad Laboratories, Inc. for
          the year ended December 31, 2002.



          /s/  DELOITTE & TOUCHE LLP



          San Francisco, California
          March 24, 2003
          <page>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>exb991.txt
<TEXT>






                                                  Exhibit 99.1


          Bio-Rad Laboratories, Inc.,

          CERTIFICATION  PURSUANT TO  18  U.S.C. SECTION  1350, AS  ADOPTED
          PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          I,   Norman  Schwartz,   of   Bio-Rad  Laboratories,   Inc.  (the
          "Registrant"),  do hereby  certify in  accordance with  18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
          Oxley Act of 2002, that:

               1.   the Annual  Report on Form  10-K of the  Registrant, to
                    which this  certificate is attached as  an exhibit (the
                    "Report"),  fully complies  with  the  requirements  of
                    section 13(a)  of the  Securities Exchange Act  of 1934
                    (15 U.S.C. 78m); and

               2.   the   information  contained   in  the   Report  fairly
                    presents,  in  all  material  respects,  the  financial
                    condition and results of operations of the Registrant.



          Dated:   March 26, 2003            /s/ Norman Schwartz
                                             Norman Schwartz
                                             Chief Executive Officer
          <page>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>exb992.txt
<TEXT>








                                                  Exhibit 99.2


          Bio-Rad Laboratories, Inc.,

          CERTIFICATION  PURSUANT TO  18  U.S.C. SECTION  1350, AS  ADOPTED
          PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          I,  Christine  A. Tsingos,  of  Bio-Rad  Laboratories, Inc.  (the
          "Registrant"),  do hereby  certify in  accordance with  18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
          Oxley Act of 2002, that:

               1.   the  Annual Report on  Form 10-K of  the Registrant, to
                    which this  certificate is attached as  an exhibit (the
                    "Report"),  fully  complies  with the  requirements  of
                    section 13(a)  of the  Securities Exchange Act  of 1934
                    (15 U.S.C. 78m); and

               2.   the   information  contained   in  the   Report  fairly
                    presents,  in  all  material  respects,  the  financial
                    condition and results of operations of the Registrant.



          Dated:   March 26, 2003            /s/ Christine A. Tsingos
                                             Christine A. Tsingos
                                             Vice President,
                                             Chief Financial Officer
         <page>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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