Edgar Filing: BIO RAD LABORATORIES INC

SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))

[_] Definitive Additional Materials

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

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

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(1) Amount Previously Paid:

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Notes:

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

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
BIO-RAD LABORATORIES, INC.
TO BE HELD APRIL 24, 2001

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

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

The annual meeting of the stockholders of Bio-Rad Laboratories, Inc. ("Bio-
Rad" or the "Company") will be held at the Company's corporate offices, 1000
Alfred Nobel Drive, Hercules, California 94547 on Tuesday, April 24, 2001 at
4:00 p.m., Pacific Time, to consider and vote on:

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

(2) A proposal to ratify the selection of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending December 31,
2001; and

(3) A proposal to amend the 1994 Stock Option Plan; and

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

The Board of Directors of the Company has fixed the close of business on
February 28, 2001 as the record date for the determination of the stockholders
entitled to notice of and to vote at this annual meeting and at any
adjournments or postponements thereof. The stock transfer books of the Company
will not be closed.

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

All stockholders who attend the annual meeting are invited to join the
Company for a reception and light dinner immediately following the meeting.

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

SANFORD S. WADLER, Secretary

Hercules, California
April 2, 2001

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

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PROXY STATEMENT

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

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 2001

Information Regarding Proxies

The enclosed Proxy is solicited on behalf of the Board of Directors of Bio-
Rad Laboratories, Inc., a Delaware corporation ("Bio-Rad" or the "Company"),
in connection with the annual meeting of stockholders of the Company to be
held at the Company's corporate offices, 1000 Alfred Nobel Drive, Hercules,
California 94547 on Tuesday, April 24, 2001 at 4:00 p.m., and at any
adjournments or postponements thereof. Copies of this Proxy Statement and the
accompanying notice and Proxy Card are first being mailed to all stockholders
entitled to vote on or about April 2, 2001.

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

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

Voting Securities

The securities of the Company entitled to vote at the meeting consist of
shares of its Class A Common Stock and Class B Common Stock, both $1.00 par
value (collectively, "Common Stock"). 9,830,452 shares of Class A Common Stock
and 2,426,428 shares of Class B Common Stock were issued, and outstanding at
the close of business on February 28, 2001. Only stockholders of record at the
close of business on February 28, 2001 will be entitled to notice of and to
vote at the meeting. The presence, in person or by Proxy, of the holders of a
majority of the Voting Power will constitute a quorum for the transaction of
business. Each share of Class A Common Stock is entitled to one-tenth of a
vote and each share of Class B Common Stock is entitled to one vote, except in
the election of directors and any other matter requiring the vote of one or
both classes of Common Stock voting separately. The sum of one-tenth the
number of shares of Class A Common Stock and the number of shares of Class B
Common Stock constitutes the "Voting Power" of the Company.

The holders of Class A Common Stock, voting as a separate class, are
entitled to elect two directors. The holders of Class B Common Stock, also
voting as a separate class, are entitled to elect the other directors. The
affirmative vote of the holders of a majority of each class of Common Stock
present in person or represented by Proxy is necessary for the election of
directors by that class. The stockholders do not have any right to vote
cumulatively in any election of directors.

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

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

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

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

The following table presents certain information as of February 28, 2001
(except as noted below), with respect to Class A Common Stock and Class B
Common Stock beneficially owned by: (i) any person who is known to the Company
to be the beneficial owner of more than five percent of the outstanding Common
Stock of either class, (ii) each director of Bio-Rad, (iii) certain executive
officers of Bio-Rad named in the "Summary Compensation Table" of this Proxy
Statement, and (iv) all directors and executive officers of Bio-Rad as a
group. The address for all executive officers and directors is c/o Bio-Rad
Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California, 94547.

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

Blue Raven Partners,
L.P.(3)................... -- 0.0% 2,030,027 83.7%
1000 Alfred Nobel Drive
Hercules, CA 94547

Private Capital Management,
Inc.(4)................... 1,165,732 11.9% -- 0.0%
3003 Tamiami Trail North
Naples, FL 34103

Bernard A. Egan............ 910,380 9.3% -- 0.0%
1900 Old Dixie Highway
Fort Pierce, FL 34946

Dimensional Fund Advisors,
Inc.(4)................... 515,075 5.2% -- 0.0%
1299 Ocean Avenue, 11th
Floor
Santa Monica, CA 90401

David and Alice N.
Schwartz(5)(6)(9)......... 1,605,524 16.3% 2,194,129 85.8%
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547

Norman
Schwartz(5)(7)(8)(9)...... 109,477 1.1% 2,039,854 83.9%
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547

Steven Schwartz(5)(7)(10).. 82,387 0.8% 2,034,227 83.8%
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547

James J. Bennett(9)........ 85,034 0.9% 23,727 1.0%

John Goetz(9).............. 15,546 0.2% -- 0.0%

Albert J. Hillman(9)....... 4,454 0.0% 4,117 0.2%

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

Sanford S. Wadler(9)....... 23,563 0.2% -- 0.0%

Burton A. Zabin(9)......... 9,809 0.1% 35,243 1.5%

All directors and executive
officers as a group(9) (12
persons).................. 1,852,940 18.7% 2,265,618 88.4%

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(l) Excludes Class A Common Stock that may be acquired on conversion of Class
B Common Stock. Class B Common Stock may be converted to Class A Common
Stock on a one for one basis and, if fully converted, would result in the
following percentage beneficial ownership of Class A Common Stock: Blue
Raven

Partners 16.6%; Private Capital Management, Inc. 9.5%; Bernard A. Egan
7.4%; Dimensional Fund Advisors 4. 2%; David and Alice N. Schwartz 30.7%;
Norman Schwartz 17.5%; Steven Schwartz 17.3%; James J. Bennett 0.9%; John
Goetz 0.1%; Albert J. Hillman 0.1%; Philip L. Padou 0.0%; Sanford S.
Wadler 0.2%; Burton A. Zabin 0.4%; and all directors and executive
officers as a group 33.1%. Management considers any substantial
conversions by the executive officers or directors listed in the table to
be highly unlikely.

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

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

(4) As of December 31, 2000.

(5) Includes 2,030,027 shares of Class B Common Stock held by the
Partnership.

(6) David and Alice N. Schwartz each have a one-half community property
interest in these shares. Includes 20,588 shares of Class B Common Stock
held by DANSA Partners Limited, a California limited partnership, of
which David and Alice N. Schwartz are general partners.

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

(8) Includes 4,200 shares owned by Norman Schwartz's wife, as to which Norman
Schwartz disclaims any beneficial ownership.

(9) Includes shares with respect to which such persons have the right to
acquire beneficial ownership immediately or within sixty days of February
28, 2001, under the Company's employee stock purchase plan and stock
option agreements, as follows: David Schwartz, 129,739 Class B shares;
Norman Schwartz, 13,127 Class B shares; James J. Bennett, 26,189 Class A
shares; John Goetz, 7,635 Class A shares; Sanford S. Wadler, 10,750 Class
A shares; Burton A. Zabin, 7,500 Class A shares; and all directors and
executive officers as a group, 58,447 Class A shares and 142,866 Class B
shares.

(10) Includes 4,200 shares owned by Steven Schwartz's wife, as to which Steven
Schwartz disclaims any beneficial ownership.

I. ELECTION OF DIRECTORS

The Board of Directors currently has seven members. One member, Burton A.
Zabin, a Class B director, is retiring from the Board of Directors effective
on the date of the annual meeting. The Company has begun a search for a
suitable candidate to replace Mr. Zabin on the Board of Directors, but as of
the date of this proxy statement, has not located such a candidate. As a
result, Management has only nominated six persons for election to the Board of
Directors at this year's annual meeting. One Class B director's position will
remain vacant. It is currently anticipated that the Board of Directors will
elect a seventh director to fill the vacancy created by Mr. Zabin's retirement
upon the location of a suitable candidate. Proxies cannot be voted for a
greater number of persons than the number of nominees named below.

The six persons nominated are listed in the following table as the
candidates for the respective class of Common Stock indicated. All are
currently directors of the Company, with terms expiring as of the date of the
annual meeting of stockholders or on election and qualification of their
successors. David Schwartz and Alice N. Schwartz are husband and wife; Norman
Schwartz is their son. No other family relationships exist among the Company's
current and nominated directors or executive officers. As husband and wife,
David and Alice N. Schwartz share equally in all remuneration and other
benefits accorded to either of them by the Company.

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

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

James J. Bennett... Class B 72 Chief Operating Officer of the 1977
Company since 1993 and Executive
Vice President of the Company
since 1996; Vice President and
Group Manager, Clinical
Diagnostics of the Company from
1985 to 1993; Vice President and
Chief Operating Officer of the
Company from 1977 to 1985.

Albert J. Hillman.. Class A 69 Of Counsel to the law firm of 1980
Townsend and Townsend and Crew
since 1995 and partner in the
firm from 1965 to 1995, which
firm serves as patent counsel for
the Company.

Philip L. Padou.... Class A 66 Retired since 1991; Vice President 1980
and Chief Financial Officer of
Ozier Perry and Associates (a
risk assessment software and
consulting company) from 1987 to
1991.

Alice N. Schwartz.. Class B 74 Retired since 1979; Research 1967
Associate, University of
California, from 1972 to 1978.

David Schwartz..... Class B 77 President, Chief Executive Officer 1957
and Chairman of the Board of the
Company since 1957.

Norman Schwartz.... Class B 51 Vice President of the Company 1995
since 1989 and Group Manager,
Life Science of the Company since
1997; Group Manager, Clinical
Diagnostics of the Company from
1993 to 1997.

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

In addition to James J. Bennett, David Schwartz and Norman Schwartz, the
following persons were executive officers of the Company during all or part of
2000: George Bers, Thomas C. Chesterman, Rello L. Cristea, John Goetz, Ronald
W. Hutton, Sanford S. Wadler and Burton A. Zabin. George Bers was Vice
President and Group Manager of the Clinical Diagnostics Group; he left the
Company in June, 2000. Thomas C. Chesterman (age 41) was appointed Treasurer
in 1996 and named Vice President and Chief Financial Officer in March 1997.
Prior to joining Bio-Rad, he was Vice President and Chief Financial Officer of
NordicTel Holdings AB (Sweden) from 1993 to 1996. Rello L. Cristea (age 57)
was appointed Group Manager of Analytical Instruments in 1997 and Vice
President in 1998. Previously, he was President of Dayton Products Division of
Emerson Electric Company from 1994. John Goetz (age 51) was appointed Vice
President and Group Manager of the Clinical Diagnostics Group in 2000.
Previously, he held various positions within Bio-Rad since joining the Company
in 1974 including Plant Engineer, Manufacturing Manager, Division Manager of
QSD and Operations Manager of the Diagnostics Group. Ronald W. Hutton (age 43)
was appointed Treasurer in 1997. Previously, he was Director of Treasury at
Kaiser Aluminum & Chemical Corporation from 1993 to 1997. Sanford S. Wadler
(age 54) has been General Counsel and Secretary since 1989 and was appointed
Vice President in 1996. Burton A. Zabin was Vice President of the Company
since 1982 and a Director of the Company since 1968. He retired from the
Company in March, 2001 and is not seeking re-election as a Director.

The above named individuals also serve in various management capacities
with wholly owned subsidiaries of Bio-Rad.

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

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has an Audit Committee and a
Compensation Committee. The Board of Directors has no nominating committee or
other committees performing similar functions. During 2000, the Board of
Directors held a total of 15 meetings (including regularly scheduled and
special meetings) and no director attended fewer than 86% of such meetings and
meetings of any committee on which such director served.

Currently, the Audit Committee is composed of Philip L. Padou. Mr. Padou is
an "independent" director, as determined in accordance with Rule 121(A) of the
American Stock Exchange's regulations. As required under Rule 121(B) of the
American Stock Exchange's regulations, the committee will be expanded to three
members, and two additional "independent" directors will be added to the
committee, prior to June 14, 2001. The Audit Committee recommends to the Board
of Directors the firm to be employed by the Company as its independent
auditors and is primarily responsible for approving the services performed by
the Company's independent auditors and for reviewing and evaluating the
Company's accounting policies and its system of internal accounting controls.
The Audit Committee met four times in the year 2000. A more complete
discussion is provided in the "Report of the Audit Committee of the Board of
Directors" of this Proxy Statement.

The Compensation Committee, consisting of two non-employee directors,
Albert J. Hillman and Philip L. Padou, met twice in 2000. The Compensation
Committee reviews and approves the Company's executive compensation policies.
A more complete discussion is provided in the "Report of the Compensation
Committee of the Board of Directors" of this Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In 2000, Townsend and Townsend and Crew, the patent law firm to which
Albert J. Hillman is Of Counsel, rendered legal services to the Company. The
Board of Directors has relied upon the Company's General Counsel to determine
that the services of Townsend and Townsend and Crew were provided on terms at
least as fair to the Company as if they had been provided by a non-affiliate.
The General Counsel is responsible for the management of all of the Company's
relationships with providers of legal services.

COMPENSATION OF DIRECTORS

Pursuant to the policy of the Board of Directors of Bio-Rad, directors who
are not also employees of Bio-Rad are paid a fee of $1,400 per month plus $100
for any meetings in excess of sixteen per year for serving as directors. Audit
Committee members are paid $625 per month.

The Company has entered into an employment and non-compete agreement with
James J. Bennett. See "Executive Compensation and Other Information--Other
Executive Compensation."

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following Summary Compensation Table presents compensation paid or
accrued by the Company for services rendered during 2000, 1999, and 1998 the
CEO and the four other most highly compensated executive officers of the
Company ("Named Executive Officers") whose total annual salary and bonus
exceeded $100,000 in 2000.

SUMMARY COMPENSATION TABLE

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

David Schwartz.......... 2000 $525,314 $260,825 74,000 $594,067(4)
President, CEO and
Chairman 1999 $528,673 $249,167 38,500 $594,419(4)
1998 $525,080 $ 86,537 38,500 $ 8,000
James J. Bennett........ 2000 $473,889 $245,046 19,750 $ 8,000
Executive Vice President
and 1999 $445,957 $220,287 7,500 $ 8,000
Chief Operating Officer 1998 $445,584 $ 76,507 7,500 $ 8,000
Sanford S. Wadler....... 2000 $315,512 $145,114 14,000 $ 8,000
Vice President, General
Counsel 1999 $270,418 $123,429 3,000 $ 8,000
and Secretary 1998 $259,200 $ 38,932 3,000 $ 8,000
Norman Schwartz......... 2000 $287,914 $ 94,625 12,500 $ 8,000
Vice President and 1999 $254,210 $ 97,298 3,750 $ 8,000
Group Manager 1998 $240,241 $ 36,084 3,750 $ 8,000
John Goetz.............. 2000 $251,756 $129,019 11,590 $ 8,000
Vice President and 1999 $209,538 $ 25,623 2,500 $ 8,000
Group Manager 1998 $195,000 $ 8,687 2,500 $ 8,000

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(1) All other annual compensation amounts not included elsewhere herein for
each of the Named Executive Officers were less than the amounts required
for separate reporting and are included in salary. The Bonus amounts are
payments made in 1999, 2000 and 2001 respectively, for services rendered
in the immediately preceding year.

(2) There were no restricted stock awards or payouts under long-term incentive
plans.

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

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

The following table presents certain information regarding stock options
granted to the Named Executive Officers in 2000.

OPTION GRANTS IN 2000

Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Individual Grants Term(2)
------------------------------------------ -------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise Assumed Assumed
Options Employees Price Expiration Appreciation Appreciation
Name Granted(1) in 2000 ($/Share) Date of 5% of 10%
---- ---------- ---------- --------- ---------- ------------ ------------

David Schwartz.......... 4,188 .78% $24.888 2/02/10 $ 58,639 $ 155,113
33,562 6.32% $22.625 2/02/10 $545,881 $1,319,006
36,250 6.82% $23.875 9/19/10 $404,051 $1,156,029
James J. Bennett........ 7,250 1.36% $23.875 2/02/10 $108,857 $ 275,866
12,500 2.35% $ 21.50 09/19/10 $169,015 $ 428,318
Sanford S. Wadler....... 4,000 .75% $23.875 02/02/10 $ 60,059 $ 152,202
10,000 1.88% $ 21.50 09/19/10 $135,212 $ 342,654
Norman Schwartz......... 3,750 .70% $24.888 02/02/10 $ 52,506 $ 138,891
2,313 .43% $23.875 09/19/10 $ 25,781 $ 73,762
6,437 1.21% $26.263 09/19/10 $ 56,376 $ 189,907
John Goetz.............. 2,840 .53% $23.875 02/02/10 $ 42,642 $ 108,063
8,750 1.64% $ 21.50 09/19/10 $118,310 $ 299,822

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(1) All stock options granted in 2000 are incentive stock options with the
exception of non-qualified stock options for 69,812 shares granted to
David Schwartz, 11,740 shares granted to James J. Bennett, 329 shares
granted to John Goetz, 2,313 shares granted to Norman Schwartz and 2,044
shares granted to Sanford S. Wadler. The exercise prices are equal to at
least 100% of the fair market value of the underlying securities at the
time such options were granted. All shares subject to the above options
are shares of Class A Common Stock with the exception of all of the
options granted to David Schwartz and Norman Schwartz which were for
shares of Class B Common Stock. All these stock options have a term of ten
years and become exercisable at a rate not greater than 20% per annum
commencing one year after the date of grant. In 2000, options to purchase
157,820 shares were granted to all executive officers as a group, and
options to purchase 373,125 shares were granted to all other employees.

(2) Potential realizable value is based on an assumption that the stock price
of the applicable class of Common Stock appreciates at the annual rate
shown (compounded annually) from the date of grant until the end of the
ten year option term. These numbers are calculated based on the
requirements promulgated by the Securities and Exchange Commission and do
not reflect the Company's estimate of future stock price growth.

The following table presents the number of shares for which options were
exercised in 2000, as well as the number of exercisable and unexercisable
options held by the Named Executive Officers at December 31, 2000.

AGGREGATE OPTION EXERCISES IN 2000 AND
DECEMBER 31, 2000 OPTION VALUES

Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-The-Money Options at
Shares December 31, 2000 December 31, 2000(1)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------- ----------- ------------- ----------- -------------

David Schwartz.......... 15,550 $67,760.00 92,195 130,980 $469,748.83 $1,102,092.07
James J. Bennett........ 7,500 $57,487.50 18,753 30,997 $ 93,711.09 $ 286,820.16
Sanford S. Wadler....... 3,000 $20,370.00 7,500 18,500 $ 37,477.50 $ 174,952.50
Norman Schwartz......... 1,500 $ 8,767.50 9,377 18,123 $ 28,847.94 $ 118,094.24
John Goetz.............. 1,124 $ 8,615.46 5,175 15,215 $ 27,640.25 $ 146,175.75

--------
(1) The closing prices of Class A Common Stock and Class B Common Stock at
December 31, 2000 were $31.80 and $31.32 per share, respectively.

Other Executive Compensation

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

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

Objectives and Overview

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

. Attract, retain and motivate key executive talent;

. Reward key executives based on business performance;

. Align executive incentives with the interests of stockholders; and

. Encourage the achievement of Company objectives.

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

Base Salary

Each year, the Company obtains studies of compensation trends, practices
and levels from a variety of nationally recognized independent compensation
surveys in order to determine the competitiveness of the pay structure for its
senior managers. Within the comparative groups of companies surveyed, the
Company sets executive base salaries and total compensation near and below the
arithmetic mean of the surveys, respectively. Each executive's base salary is
determined by an assessment of the executive's job description and current
salary in relation to the salary range designated for the position in the
compensation surveys. Adjustments are made when necessary to reflect changes
in responsibilities or competitive industry pressures. Each executive's
performance is evaluated annually to determine individual merit increases
within the overall guidelines established in each year's budget process. For
2000, the Company merit increase guideline was 4.5% and was based on the
compensation surveys.

Incentive Bonus Payments

Executive officers of the Company, including the President, are eligible
for an annual incentive bonus and special bonuses, determined as a percentage
of the officers' eligible wages. Annual bonuses are awarded to executive
officers, including the President and other key employees of the Company and
its operating units, who meet certain annual Company and operating unit goals
which are previously established by senior management. In 2000, the
performance factors used in calculating bonuses included sales volume, direct
contribution and inventory and/or receivable management turns, as measured
against annual objectives. Performance goals have been established for the
Company as a whole and for each operating unit. Bonuses are determined using
these performance factors and comparisons to competitive industry standards.
The bonus calculation is weighted between Company performance and operating
unit performance according to the responsibilities of each executive.
Incentive bonuses may be awarded in cash and/or stock.

Bonuses for performance in 2000 were awarded in February 2001 and ranged
from 0.85% to 51.75% of base salaries. Bonuses for 1999 were awarded in
February 2000 and ranged from 0.31% to 49.4% of base

salaries. Bonuses for 1998 were awarded in February 1999 and ranged from 1.75%
to 25.0% of base salaries. Because bonuses are based on growth and
profitability, trends in bonus awards generally track operating unit and
Company performance. Special bonuses are awarded only on completion of
specific projects or transactions.

Long-Term Incentives

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

The Board of Directors has delegated certain responsibilities of
administration of the Company's stock option plans to the Stock Option Award
Committee. The Stock Option Award Committee is composed of Albert J. Hillman
and Philip L. Padou and is responsible for determining the timing and
distribution of grants subject to the terms of the current option plans. The
Stock Option Award Committee also determines the total number of shares
granted and the allocation of shares to individual executive officers and key
employees. Recommendations from senior management and other factors are
considered including: the responsibility level, individual performance and
contribution to the Company's business of each officer and key employee. The
option grants are submitted to the Board of Directors for ratification and the
date of grant is the date of the Board of Directors meeting. In 2000, the
Company granted approximately 530,945 options to a group of 317 executive
officers and key employees.

Profit Sharing Plan Contributions

The Company's employees who are directors or officers are entitled to
participate in the Bio-Rad Laboratories, Inc. Employees' Deferred Profit
Sharing Retirement Plan ("Profit Sharing Plan") on the same basis as all other
Company employees. The Profit Sharing Plan covers all full-time employees of
the Company, or any of its participating subsidiaries, who have completed one
year of service. Contributions to the Profit Sharing Plan are determined each
year by the Board of Directors in its sole discretion and are allocated among
each participant based on the ratio his or her compensation bears to the
aggregate compensation of all participants. For 2000, the Board of Directors
approved a contribution of 5% of eligible compensation. Participants are
vested 100% after five years of service, but funds are not distributed until
retirement, termination of employment with the Company or as required by
regulation or law.

President's Compensation

For 2000, the Compensation Committee was primarily responsible for
determining and approving the President's compensation. The President's
compensation was compared with compensation of other CEOs in the above
mentioned surveys and proxy statements for comparable companies. The salary of
David Schwartz is typically set within the mid-range of CEO's salaries
surveyed for comparable companies. There was no change to the salary of David
Schwartz in 1998, 1999 or 2000.

The President's annual bonus is based on the achievement of the Company's
financial goals. The same performance criteria are used to calculate his
annual bonus as those established for other eligible executive officers. These
criteria are discussed above under Incentive Bonus Payments. A bonus was paid
in 2001 based on performance against previously established growth and
profitability targets for 2000.

In 2000, David Schwartz was granted a non-qualified stock option to
purchase 69,812 shares of Class B Common Stock and an incentive stock option
for 4,188 shares of Class B Common Stock. The exercise price of the non-
qualified option was 100% of the market price on the date of grant. Pursuant
to the general restrictions of the option plan, vesting of incentive stock
options granted to David Schwartz is limited to $100,000 per year which
results in vesting at a slower rate than other optionees. This option grant
was comparable with options granted to CEO's of similar size companies.

In addition, in 2000, Mr. Schwartz received "split dollar" life insurance
benefits from the Company. The Board of Directors of the Company has
determined that in the event of the demise of David Schwartz and Alice
Schwartz, their heirs might be required to sell a significant amount of their
holdings in the Company in order to satisfy estate taxes. As the Board
believes that such event might result in a major disruption in the trading of
the stock, it has determined that it is in the best interest of all
shareholders to procure a life insurance policy which would provide proceeds
to the heirs for the payment of such taxes. The Company is a party to a "split
dollar" life insurance agreement with a trust established by David Schwartz
and Alice Schwartz for their heirs under which the trust is the beneficiary of
a life insurance policy insuring the lives of David Schwartz and Alice
Schwartz for which the Company pays the premiums. Upon the death of David
Schwartz and Alice Schwartz prior to the termination of the agreement, a
portion of the premiums previously advanced by the Company under the insurance
policy will be repaid to the Company. Included in the amounts shown for David
Schwartz in fiscal year 2000 is $595,067, representing the premium payment by
the Company in such year.

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

THE COMPENSATION COMMITTEE

Albert J. Hillman
Philip L. Padou

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

Audit Committee Report

Our audit committee was established on September 24, 1992, and adopted its
revised audit committee charter on June 7, 2000, a copy of which is attached
to this proxy statement as Appendix B. During fiscal 2000, the audit committee
of the Board of Directors was comprised of Philip L. Padou, who was an
"independent" director, as determined in accordance with Rule 121(A) of the
American Stock Exchange's regulations.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted accounting practices and to
issue a report thereon. The audit committee's responsibility is to monitor and
oversee these processes. The following is the audit committee's report
submitted to the Board of Directors for the fiscal year ended December 31,
2000.

The audit committee has:

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

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

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

Based on the review and discussions referred to above, the audit committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 for filing with the Securities and Exchange Commission.

Audit Fees: The aggregate fees billed for professional services rendered
for the audit of the Company's annual financial statements for the fiscal year
ended December 31, 2000 and the reviews of the financial statements included
in the Company's Forms 10-Q for that fiscal year were $826,000.

Financial Information Systems Design and Implementation Fees: For the
fiscal year ended December 31, 2000, the Company paid no fees to its principal
accountants for professional services rendered in connection with the
operation, supervision or management of the Company's information systems or
local area network, or for the design or implementation of a hardware or
software system for aggregating source data underlying the Company's financial
statements, or generating information that is significant to such statements,
taken as a whole.

All Other Fees: The aggregate fees billed for services rendered by the
Company's principal accountants, other than described above, for the fiscal
year ended December 31, 2000 were $665,000.

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

AUDIT COMMITTEE

Philip L. Padou

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

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative stockholder returns over the
past five years for the Company's Class A Common Stock, the American Stock
Exchange Market Value Index and a selected peer group,(1) assuming $100
invested on December 31, 1995, and reinvestment of dividends:

[STOCK PERFORMANCE GRAPH APPEARS HERE]

Cumulative Total Return
---------------------------------------------------
1995 1996 1997 1998 1999 2000
------ -------- -------- -------- -------- --------

Bio-Rad..................... 100.00 105.7269 92.07048 74.00881 82.37885 112.0705
AMEX........................ 100.00 106.3933 129.0389 131.2843 169.5985 176.7908
Peer Group.................. 100.00 102.4966 109.8112 138.8937 127.0354 163.5596

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

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

To the Company's knowledge, based solely upon its review of the copies of
such reports furnished to the Company and written representations from certain
Insiders that no other reports were required, during the fiscal year ended
December 31, 2000 all Section 16(a) filing requirements applicable to Insiders
were complied with, with the following exceptions: (i) for David Schwartz, the
Form 5 filing for each 1999 and 2000 and a Form 4 filing that reported two
transactions in 2000 were delayed; (ii) for Alice N. Schwartz, the Form 5
filing for each of 1999 and 2000 and a Form 4 filing that reported two
transactions in 2000 were delayed; (iii) for Norman Schwartz, the Form 5
filing for each of 1999 and 2000 and a Form 4 filing that reported two
transactions in 2000 were delayed; and (iv) the Form 5 filing for 1999 for
each of Thomas C. Chesterman, James Stark, James J. Bennett, Rello L. Cristea,
John Goetz, Sanford S. Wadler, Burton A. Zabin and George Bers were delayed.

II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Arthur Andersen LLP, independent public
accountants, to serve as Bio-Rad's auditors for the fiscal year ending
December 31, 2001. A representative of Arthur Andersen LLP is expected to be
present at the annual meeting of stockholders to make a statement if he or she
desires to do so and to respond to appropriate questions.

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

The Board of Directors recommends that you vote FOR ratification of Arthur
Andersen LLP to serve as the Company's auditors for the fiscal year ending
December 31, 2001.

III. APPROVAL OF AMENDMENT TO THE 1994 STOCK OPTION PLAN

In 1994, the stockholders of Bio-Rad approved the 1994 Stock Option Plan
(the "Plan") authorizing grants to key employees (including officers and
directors who are also employees) of incentive stock options and nonqualified
stock options to purchase a maximum of 675,000 shares of Class A Common Stock,
Class B Common Stock or a combination thereof. This number of shares was
subsequently increased through an amendment in 1998 to 1,175,000 shares. The
persons to whom options are granted under the Plan, the number of shares
subject to such options, the terms thereof, and any amendments thereto, are
determined at the discretion of a committee consisting of two or more members
of the Board of Directors subject to the limitations of the Plan.

The Amendment

Subject to stockholder approval, the Board has approved an amendment to the
Plan increasing the number of shares available for the grant of options under
the Plan by 600,000 (to a new maximum of 1,775,000). The Board believes that
the increase in the number of shares available for issuance under the Plan
will enable the Company to remain competitive by continuing to provide
incentive to key employees with participation in the Plan and is appropriate,
considering the expansion of the Company and the resulting addition of new key
employees who will be eligible to participate in the Plan.

Description of the Plan

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

Under the Plan, options may be granted to key employees (including
employees who are officers or directors) of the Company and its subsidiaries
selected from time to time by the Board or a committee of the Board. Through
2000, options have been granted for a total of approximately 1,054,724 shares
to a group of over 300 key employees. As of December 31, 2000, there were
options authorized and available for grant covering approximately 120,276
shares. Employees may receive either incentive stock options ("ISOs"), or non-
qualified stock options ("NSOs") but no officer or director of Bio-Rad may be
granted options under the Plan representing an excess of the individual
limitation set forth in the Plan. Currently, the limitation is options to
purchase 587,500 shares in the aggregate. The Plan provides that no option may
be granted after March 1, 2004.

The Plan provides that the option exercise price per share shall be set on
the date of grant and shall not be less than the fair market value of the
Common Stock on the date of grant. In the case of any holder of 10% or more of
the total combined voting power of the Company, the exercise price of an ISO
must be at least 110% of the fair market value of the stock on the date of
grant.

Beginning one year after the date of grant, options become exercisable
according to a vesting schedule. Vesting is generally at the rate of 20% or
25% per year. The Plan limits the vesting of an ISO for any individual
optionee to $100,000 per year (measured at the time of the option grant).

Options expire five or ten years from the date of grant or upon termination
of employment with the Company. Options are typically exercisable (to the
extent vested) for a specified period after an employee's death, or retirement
but in no case beyond the original term of the option.

No optionee, as such, will have any rights as a stockholder of Bio-Rad
except with respect to shares of Class A or Class B Common Stock received on
any exercise of an option. The options are not transferable or assignable
except by will or the laws of descent and distribution.

Federal Income Tax Consequences

The following is a general summary of the current material U.S. Federal
income tax consequences to U.S. participants in the Plan. The summary does not
discuss all aspects of federal income taxation that may be relevant to a
particular participant in light of such participant's personal investment
circumstances, nor does it describe state or other tax consequences.

Incentive Stock Option ("ISO"). There is no taxable income recognized by an
optionee when an ISO is granted to him. Under Sections 421 and 422 of the
Code, recipients of ISOs generally are not taxable on their receipt of stock
upon exercise of the ISO if the ISO and the option stock are held for two
years after the date of grant and one year after the date the shares were
transferred to the optionee upon exercise. If the shares disposed of before
the expiration of the shares on the date of the option's exercise will be
taxed at ordinary income rates, the balance of the gain, if any, measured from
the exercise date, will be taxed as capital gain. In that event, the Company
will be entitled to a corresponding tax deduction equal to the ordinary
income, if any, realized by an optionee.

Nonqualified Stock Option ("NSO"). The recipient of NSOs granted under the
Plan will not have taxable income upon the grant of the option, nor will the
Company be entitled to any deduction. Generally, upon exercise of a NSO, the
optionee will realize ordinary income and the Company will be entitled to a
deduction in an amount equal to the amount by which the fair market value of
the stock at the date of exercise exceeds the option

exercise price. The Company will be required to withhold taxes on ordinary
income realized by an optionee upon the exercise of a NSO.

The Board of Directors recommends that you vote FOR the proposed amendment
to the 1994 Stock Option Plan.

IV. OTHER MATTERS

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

The annual report of the Company for the year ended December 31, 2000,
including financial statements, has been mailed, or is being mailed
concurrently with this Proxy Statement, to all stockholders of the Company as
of the record date for the annual meeting.

Stockholders of record on February 28, 2001 may obtain copies without
charge of the Company's annual report on Form 10-K (excluding exhibits) filed
with the SEC by contacting:

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

http://www.bio-rad.com

STOCKHOLDER PROPOSALS

If you want the Company to consider including a proposal in next year's
proxy statement, you must deliver it in writing to Bio-Rad Laboratories, Inc.
at 1000 Alfred Nobel Drive, Hercules, California 94547, Attention: Secretary,
no later than December 31, 2001.

If you want to present a proposal at next year's annual meeting but do not
wish to have it included in the Company's proxy statement, you must submit it
in writing to the Company at the above address by March 11, 2002.

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

SANFORD S. WADLER, Secretary

Hercules, California
April 2, 2001

APPENDIX A

FOURTH AMENDMENT TO THE BIO-RAD LABORATORIES, INC.
1994 STOCK OPTION PLAN

This Amendment to the Bio-Rad Laboratories, Inc. 1994 Stock Option Plan
(the "Amendment") is adopted by Bio-Rad Laboratories, Inc., a Delaware
corporation (the "Company'), effective as of , 2001.

RECITALS:

A. The Company's 1994 Stock Option Plan (the "Stock Option Plan") was adopted
by the Board of Directors (the "Board") on February 2, 1994, and approved
by the stockholders of the Company on April 26, 1994.

B. The Stock Option Plan was amended in 1998 to increase the aggregate number
of shares of Common Stock subject to the Stock Option Plan from 675,000 to
1,175,00.

C. The Stock Option Plan currently states that shares of the Company's Class A
common stock or Class B common stock (the "Common Stock") subject to the
Stock Option Plan shall not exceed 1,175,000. This amendment increases the
aggregate number of shares of Common Stock subject to the Stock Option Plan
from 1,175,000 to 1,775,000.

D. Section 9 of the Stock Option Plan provides that the Board may amend the
Stock Option Plan, subject in certain instances to receipt of approval of
the stockholders of the Company.

E. Effective March 7, 2001, the Board unanimously recommended and adopted this
Amendment in the form given below (the "Amendment").

F. The Amendment was approved by the stockholders of the Company at its Annual
Meeting of Stockholders held on April 24, 2001.

AMENDMENT

1. Section 4 of the Stock Option Plan is hereby amended to read in its
entirety as follows:

4 Shares Subject to Plan

Options may be granted by the Company from time to time to Key
Employees to purchase an aggregate of up to 1,775,000 shares of Stock,
which shares may be shares of either Class A or Class B Common Stock,
and that number of shares of each such Class shall be reserved for
options granted under the Plan (subject to adjustment as provided in
paragraph 7(g)); provided, that no officer or director of the Company
shall be granted options to purchase an aggregate of more than 587,500
shares of Stock. If any option granted under the Plan terminates,
expires or, with the consent of the optionee, is canceled, new options
may thereafter be granted covering such shares.

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

Executed at Hercules, California this day of , 2001.

_________________________________
Sanford S. Wadler, Secretary

A-1

APPENDIX B

BIO-RAD LABORATORIES, INC.
Audit Committee Charter

Effective June 2001, the audit committee must have a least three members,
each of whom is independent and financially literate. In addition to being
financially literate, at least one audit committee member must also have
accounting or related financial management expertise.

An exception to the independence requirement may be made for one member if
the Board of Directors determines that the individual's inclusion on the
committee is in the best interest of the Company.

The Audit Committee Chairperson will help ensure the effectiveness of the
Audit Committee through the monitoring of the committee's independence,
competence, and leadership skills.

Audit Committee Role

The Audit Committee has an oversight role on behalf of the Board of
Directors and the shareholders. The Committee should be satisfied that the key
financial systems, and the procedures and controls that support them, will
generate the information necessary to manage and properly report on the
operations of the Company. "Responsibility for reliable financial reporting
lies first with the Company, starting with top management, which sets the tone
and establishes the financial reporting environment. The Audit Committee needs
to understand and assess this environment and the system on internal controls
so that it can exercise effective oversight. This will mean asking the right
questions of management and expecting forthright responses while still
respecting the role of management."

Audit Committee Responsibilities & Process

In carrying out its responsibilities, the Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and stockholders that the corporate
accounting and to ensure to the directors and stockholders that the corporate
accounting and reporting practices of the Corporation are in accordance with
all requirements and are of the highest quality. This will include:

. Recommending and evaluating the independent auditor. The independent
auditor is ultimately accountable to the Board of Directors and the
shareholders.

. Reviewing the adequacy of the Company's system on internal control and
monitoring compliance with Company policies and guidelines.

. Reviewing the independent auditor's proposed audit scope and approach.

. Ensuring that the independent auditor submits a formal written statement
regarding relationships and services that may affect objectivity and
independence, for discussing relevant and significant matters with the
auditors, and for recommending any appropriate action to address the
auditor's independence.

. Conducting a post-audit review of the financial statements and audit
finding, including (1) any suggestions for improvements provided to
management by the independent auditors and (2) discussions with the
independent auditor regarding the auditor's judgements about the quality
and acceptability of the Company's accounting principles.

. Reporting in the proxy statement that the Audit Committee has (1)
reviewed and discussed the audited financial statements with management,
(2) discussed "Communication With Audit Committees" Statement on
Auditing Standards (SAS) 61 items with auditors, (3) received
independence disclosures from the auditors, and (4) recommended
inclusion of the financials in the annual report on Form 10-K.

B-1

. Approving the internal audit charter and reviewing internal audit plans
and results, organization structure, and qualifications.

. Reviewing the findings of any examination by regulatory agencies such as
the Securities and Exchange Commission.

. Reviewing and assessing conflicts of interest and related party
transactions.

. Perform other oversight functions as requested by the full Board.

Audit Committee Meetings

The Audit Committee will meet at a minimum of four times annually. Meetings
will be set up with management, internal audit and the independent auditor to
address the following:

. Evaluate the audit approach and scope proposed by the independent
auditor.

. Discuss "Communication With Audit Committees" items with the auditors as
well as the quality of the Company's accounting principles applied
before the audit sign-off.

. Conduct a post-audit review of the financial statements and audit
findings.

. If significant events, transactions, or changes in accounting estimates
have occurred during the year for which the independent auditor, in
performing the quarterly review, believes to have affected the quality
of the Company's financial reporting, discuss the effect of these issues
before the filing of the 10Q.

. Other meetings with management will be held as needed.

Other

. The Audit Committee will review and reassess the adequacy of this
charter on an annual basis.

Approved by the Board of Directors
and the Audit Committee June 7, 2000

B-2

PROXY
CLASS A STOCK

BIO-RAD LABORATORIES, INC.

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

APRIL 24, 2001

The undersigned does hereby appoint DAVID SCHWARTZ and SANFORD S. WADLER
and each of them, attorneys-in-fact and agents with full powers of
substitution, for and in the name, place and stead of the undersigned, to vote
as proxies or proxy all the shares of Class A Common Stock of Bio-Rad
Laboratories, Inc. ("Bio-Rad"), to be held at the Company's corporate offices,
1000 Alfred Nobel Drive, Hercules, California, on Tuesday, April 24, 2001 at
4:00 p.m., Pacific Time, and at any and all adjournments or postponements
thereof:

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

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

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

1. ELECTION OF DIRECTORS:
ALBERT J. HILLMAN, PHILIP L. FADOU

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

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

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

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

3. PROPOSAL to amend the 1994 stock option plan to increase the number of shares
available for the grant of options under the Plan by 800,000 (to a new
maximum of 1,775,000).

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

Dated: ___________________________________________________________

Signature: ______________________________________________________

Signature,
If held jointly: _________________________________________________

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

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

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

YOUR VOTE IS IMPORTANT!

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

PROXY
CLASS B STOCK

BIO-RAD LABORATORIES, INC.

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

APRIL 24, 2001

The undersigned does hereby appoint DAVID SCHWARTZ and SANFORD S. WADLER
and each of them, attorneys-in-fact and agents with full powers of
substitution, for and in the name, place and stead of the undersigned, to vote
as proxies or proxy all the shares of Class B Common Stock of Bio-Rad
Laboratories, Inc. ("Bio-Rad"), to be held at the Company's corporate offices,
1000 Alfred Nobel Drive, Hercules, California, on Tuesday, April 24, 2001 at
4:00 p.m., Pacific Time, and at any and all adjournments or postponements
thereof:

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

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

1. ELECTION OF DIRECTORS:
JAMES J. BENNETT, ALICE N. SCHWARTZ, DAVID SCHWARTZ, NORMAN SCHWARTZ

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

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

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

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

3. PROPOSAL to amend the 1994 stock option plan to increase the number of shares
available for the grant of options under the Plan by 800,000 (to a new
maximum of 1,775,000).

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

Dated: ___________________________________________________________

Signature: ______________________________________________________

Signature,
If held jointly: _________________________________________________

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

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

YOUR VOTE IS IMPORTANT!

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