SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrantx Filed by a Party other than the Registrant¨

Check the appropriate box:

BIO-RAD LABORATORIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notes:

BIO-RAD LABORATORIES, INC.

1000 Alfred Nobel Drive

Hercules, California 94547

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF

BIO-RAD LABORATORIES, INC.

TO BE HELD APRIL 29, 200327, 2004

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

The annual meeting of the stockholders of Bio-Rad Laboratories, Inc., a Delaware corporation (“Bio-Rad” or the “Company”), will be held at the Company’s corporate offices, 1000 Alfred Nobel Drive, Hercules, California 94547 on Tuesday, April 29, 200327, 2004 at 4:00 p.m., Pacific Daylight Time, to consider and vote on:

TheOur Board of Directors of the Company has fixed the close of business on March 4, 20031, 2004 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. TheOur 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 Proxyproxy in the provided postage-paid envelope. Since a majority of the outstanding shares of each class of our 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 Proxyproxy will be greatly appreciated. Your Proxyproxy is revocable and will not affect your right to vote in person in the event you attend the meeting and revoke your Proxy.proxy.

All stockholders who attend the annual meeting are invited to join the Companyus for a catered reception immediately following the meeting.

By order of the Board of Directors

BIO-RAD LABORATORIES, INC.

SANFORD S. WADLER, Secretary

Hercules, California

April 3, 2003March 31, 2004

BIO-RAD LABORATORIES, INC.

1000 Alfred Nobel Drive

Hercules, California 94547

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 29, 200327, 2004

Information Regarding Proxies

The enclosed Proxy is solicited on behalf of theOur Board of Directors of Bio-Rad Laboratories, Inc., a Delaware corporation (“Bio-Rad” oris soliciting the “Company”),enclosed proxy in connection with theour annual meeting of stockholders of the Company to be held at the Company’sour corporate offices, 1000 Alfred Nobel Drive, Hercules, California 94547 on Tuesday, April 29, 200327, 2004 at 4:00 p.m., Pacific Daylight Time, and at any adjournments or postponements thereof. Copies of this Proxy Statementproxy statement and the accompanying notice and Proxy Cardproxy card are first being mailed on or about April 3, 2003March 31, 2004 to all stockholders entitled to vote.

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

Shares for which a properly executed Proxyproxy in the enclosed form is returned will be voted at theour annual meeting in accordance with the directions on such Proxy.proxy. If no voting instructions are indicated with respect to one or more of the proposals, the Proxyproxy will be voted in favor of the proposal(s), and to approve those other matters that may properly come before the annual meeting at the discretion of the person named in the Proxy.proxy. Any Proxyproxy may be revoked by the record owner of the shares at any time prior to its exercise by filing with theour Secretary of the Company a written revocation or duly executed Proxyproxy 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.proxy.

Voting Securities

TheOur securities of the Company entitled to vote at the meeting consist of shares of itsour Class A Common Stock and Class B Common Stock, both $0.0001 par value (collectively, “Common Stock”). 20,443,31420,800,252 shares of Class A Common Stock and 4,851,9424,850,140 shares of Class B Common Stock were issued and outstanding at the close of business on March 4, 2003. Only1, 2004.Only stockholders of record at the close of business on March 4, 20031, 2004 will be entitled to notice of and to vote at the meeting. The presence, in person or by Proxy,proxy, of the holders of a majority of theour Voting Power will constitute a quorum for the transaction of business, business;provided, however, that the election of the Class A and Class B directors shall require the presence, in person or by Proxy,proxy, of the holders of a majority of the outstanding shares of each respective class,. and the amendment of our certificate of incorporation to increase the authorized number of shares of capital stock shall require the presence, in person or by proxy, of the holders of a majority of the outstanding shares of Class A Common Stock and a majority of our Voting Power. Each share of Class A Common Stock is entitled to one-tenth of a vote and each share of Class B Common Stock is entitled to one vote, except in the election of directors and any other matter requiring the vote of one or both classes of Common Stock voting separately. The sum of one-tenth the number of outstanding shares of Class A Common Stock and the number of outstanding shares of Class B Common Stock constitutes theour “Voting Power” of the Company.Power.”

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 five directors. The stockholders do not have any right to vote cumulatively in any election of directors. Under Delaware law, directors elected by each class shall be elected by a plurality of the votes in the respective class.

On all other matters submitted to a vote at the annual meeting (except matters requiring the vote of one or both classes voting separately), the affirmative vote of the holders of a majority of theour Voting Power present in person or represented by Proxyproxy 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.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’sour Bylaws and Delaware law: (1) shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker or nominee which are represented at the meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum; (2) with respect to the directors to be elected by each class of Common Stock, the director nominees receiving the highest number of votes, up to the number of directors to be elected by that class, are elected and, accordingly, abstentions, broker non-votes and withholding of authority to vote will not affect the election of directors; and (3) proxies that reflect abstentions as to a particular proposal will be treated as voted for purposes of determining the approval of that proposal and will have the same effect as a vote against that proposal, while proxies that reflect broker non-votes will be treated as unvoted for purposes of determining approval of that proposal and will not be counted as votes for or against that proposal.

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

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PRINCIPAL AND MANAGEMENT STOCKHOLDERS

The following table presents certain information as of March 4, 20031, 2004 (except as noted below), with respect to our Class A Common Stock and Class B Common Stock beneficially owned by: (i) any person who is known to the Companyus to be the beneficial owner of more than five percent of the outstanding Common Stock of either class, (ii) each director of Bio-Rad,our directors, (iii) certain of our executive officers of Bio-Rad named in the “Summary Compensation Table” of this Proxy Statement,proxy statement and (iv) all of our 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.

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I. ELECTION OF DIRECTORS

TheOur Board of Directors currently has seven members. The seven persons nominated are listed in the following table as the candidates nominated by management for the respective classclasses of Common Stock indicated. All are currently our 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’sour 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.us.

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 theThe persons named in the Proxyproxy intend to vote the shares subject to such Proxyproxy 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 Proxyproxy will, in their discretion, vote the shares subject to such Proxyproxy for another person selected by them for director.

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In January 1997, the Companywe entered into a non-competition and employment continuation agreement with James J. Bennett pursuant to which our management of the Companyhas agreed to nominate him as director for a period of three years following his resignation from his then present position ofas Executive Vice President and Chief Operating Officer, and Executive Vice President. Mr. Bennett resigned from this positionwhich resignation became effective on January 1, 2003. See “Executive Compensation and Other Information.“Compensation of Directors.”

In addition to James J. Bennett, David Schwartz and Norman Schwartz, the following persons were our executive officers of the Company during all or part of 2002:2003: Bradford J. Crutchfield, John Goetz, Ronald W. Hutton, Christine A. Tsingos and Sanford S. Wadler. Bradford J. Crutchfield (age 41) was appointed Vice President and Group Manager of the Life Science Group in 2003. Previously, he held various positions within Bio-Rad since joining us in 1985, including Managing Director, Bio-Rad Microscience, and Manager of our BioMaterials Division. John Goetz (age 53)54) 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 Companyus in 1974 including Plant Engineer, Manufacturing Manager, Division Manager of QSD and Operations Manager of the Diagnostics Group. Ronald W. Hutton (age 45)46) has been our Treasurer of the Company since 1997. Previously, he was Director of Treasury at Kaiser Aluminum & Chemical Corporation from 1993 to 1997. Christine A. Tsingos (age 44)45) was appointed our Chief Financial Officer in December 2002.2002 and Vice President in 2003. Previously, she was the Chief Operating Officer and Chief Financial Officer at Attest Systems, Inc., a provider of information technology asset discovery and management tools, from August 2002 to November 2002. Prior to that, Ms. Tsingos was a consultant to Attest Systems, Inc. from October 2000 to July 2002. She currently is and has been a member of its board of directors since May 2001. She was the Chief Financial Officer at Tavolo, Inc., an online retailer of gourmet cookware and food, from November 1999 to September 2000, and she was Treasurer, and later Vice President and Treasurer, of Autodesk, Inc., a developer of design software, from May 1990 to November 1999. Sanford S. Wadler (age 56)57) has been our General Counsel and Secretary since 1989 and was appointed Vice President in 1996. The Company’sOur executive officers also serve in various management capacities with our wholly owned subsidiaries of Bio-Rad.subsidiaries.

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.

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COMMITTEES OF THE BOARD OF DIRECTORS

TheOur Board of Directors of the Company has an Audit Committee and a Compensation Committee. TheOur Board of Directors has no nominating committee or other committees performing similar functions. During 2002, the2003, our Board of Directors held a total of 11nine meetings (including regularly scheduled and special meetings) and no director attended fewer than 75% of such meetings andor meetings of any committee on which such director served.

Currently, theAudit Committee

Our Audit Committee is composed of Albert J. Hillman, Ruediger Naumann-Etienne and PhillipPhilip L. Padou. All three committeeAudit Committee members are “independent” directors, as determined in accordance with the independence standards set forth in Rule 121(A)10A-3 under the Securities Exchange Act of 1934, as amended, and Section 121A of the American Stock Exchange’s regulations.Exchange Company Guide, and each is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. The purpose of our Audit Committee recommendsis to oversee our accounting and financial reporting processes and the Boardaudits of Directorsour financial statements. Our Audit Committee is directly responsible for the firm to be employed byappointment, compensation, retention and oversight of the Company as itswork of any independent auditorsauditor we engage, including resolution of any disagreements between our management and the independent auditor regarding financial reporting, and is primarily responsible for approving the services performed by the Company’s independent auditors and for reviewing and evaluating the Company’sour accounting policies and its system of internal accounting controls. TheIn addition, our Audit Committee reviews the scope of our independent auditor’s audit of our financial statements, reviews and discusses our audited financial statements with management, prepares the annual Audit Committee reports that are included in our proxy statements and annually reviews the Audit Committee’s performance and the Audit Committee Charter, among other responsibilities. Our Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from us for, any independent counsel, experts or advisors that the Audit Committee believes to be necessary or appropriate in order to enable it to carry out its duties. Our Audit Committee met fivefour times in the year 2002.2003. A more complete discussion is provided in the “Report of the Audit Committee of the Board of Directors” of this Proxy Statement.proxy statement, and the Audit Committee Charter that our Board of Directors has adopted, which is attached to this proxy statement asAnnex A.

TheCompensation Committee

Our Compensation Committee, consisting of two non-employee directors, Albert J. Hillman and Philip L. Padou, met twice in 2002. The2003. Our Compensation Committee reviews and approves the Company’sour 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.proxy statement.

Nominating Committee Functions

Our Board of Directors does not have a standing nominating committee or a committee performing similar functions. Our Board of Directors believes that it is appropriate for us not to have a standing nominating committee because we are controlled by the Schwartz family. Each member of our Board of Directors participates in the consideration of director nominees. Albert J. Hillman, Ruediger Naumann-Etienne and Philip L. Padou are all “independent” directors, as determined in accordance with the independence standards set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 121A of the American Stock Exchange Company Guide; James J. Bennett, David Schwartz, Alice N. Schwartz and Norman Schwartz are not. However, because we are controlled by the Schwartz family, we are a “controlled company” for purposes of the American Stock Exchange listing standards, and thus we are not required to have a standing nominating committee comprised solely of independent directors.

Our Board of Directors has not adopted a charter governing the director nomination process. However, it is the policy of our Board of Directors to consider stockholder nominations for candidates for membership on our Board of Directors that are properly submitted as set forth below under the caption “Communications with the

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Board of Directors.” The stockholder must submit a detailed resume of the candidate together with a written explanation of the reasons why the stockholder believes that the candidate is qualified to serve on our Board of Directors. In addition, the stockholder must include the written consent of the candidate, provide any additional information about the candidate that is required to be included in a proxy statement pursuant to the rules and regulations of the Securities and Exchange Commission, and must also describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to be considered for inclusion in next year’s proxy statement, any such nominations must be properly submitted by November 25, 2004.

The director qualifications our Board of Directors has developed to date focus on what our Board of Directors believes to be those competencies that are essential for effective service on our Board of Directors. These qualifications include technical, operational and/or economic knowledge of our business and industries; experience in operational, financial and/or administrative management; financial and risk management acumen and experience in or familiarity with international business, markets and cultures, technological trends and developments, and corporate securities and tax laws. While a candidate may not possess every one of these qualifications, his or her background should reflect many of these qualifications. In addition, a candidate should possess integrity and commitment according to the highest ethical standards; be consistently available and committed to attending meetings; be able to challenge and share ideas in a positive and constructively critical manner and be responsive to our needs and fit in with other Board members from a business culture perspective.

Our Board of Directors identifies director nominees by first evaluating the current members of our Board of Directors who are willing to continue in service. Current members with qualifications and skills that are consistent with our Board of Directors’ criteria for Board service are re-nominated. As to new candidates, our Board of Directors generally polls its members and members of our management for their recommendations. Our Board of Directors may also review the composition and qualification of the boards of our competitors, and may seek input from industry experts or analysts. Our Board of Directors reviews the qualifications, experience and background of the candidates. In making its determinations, our Board of Directors evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate our success and represent stockholder interests through the exercise of sound judgment. Any recommendations properly submitted by stockholders will be processed and are subject to the same criteria as are any other candidates.

Each of the nominees included on the attached proxy card was recommended for inclusion by all of the other members of our Board of Directors.

Communications with the Board of Directors

Individuals can communicate with our Board of Directors by mailing a written communication to:

Bio-Rad Laboratories, Inc.

1000 Alfred Nobel Drive

Hercules, California 94547

Attention: Corporate Secretary

The Corporate Secretary will promptly forward all such communications to the Chairman of the Board.

Board of Directors’ Policy Regarding Board Members’ Attendance at Annual Meetings

Every member of our Board of Directors is expected to attend our annual meetings of stockholders in person, absent extraordinary circumstances such as a personal emergency. All seven of directors attended last year’s annual meeting of stockholders in person.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In 2002,2003, Townsend and Townsend and Crew, the patent law firm to which Albert J. Hillman is Of Counsel, rendered legal services to the Company. Theus. Our Board of Directors has relied upon the Company’sour General Counsel to determine that the services of Townsend and Townsend and Crew were provided on terms at least as fair to the Companyus as if they had been provided by a non-affiliate.TheOur General Counsel is responsible for the management of all of the Company’sour relationships with providers of legal services.

COMPENSATION OF DIRECTORS

Pursuant to the policy of theour Board of Directors, of Bio-Rad, directors who are not also our employees of Bio-Rad are paid a fee of $1,600 per month plus $100 for any meetings in excess of sixteen16 per year for serving as directors. Audit Committee members are paid an additional $625 per month.

The Company hasIn January 1997, we entered into ana non-competition and employment and non-competecontinuation agreement with James J. Bennett. See “Executive CompensationBennett, our then Executive Vice President and Other Information—OtherChief Operating Officer. Under the terms of this Agreement, Mr. Bennett agreed not to compete with us for two years after the end of his employment with us. Mr. Bennett resigned as our Executive Compensation.”Vice President and Chief Operating Officer effective January 1, 2003. Pursuant to the terms of this Agreement, our management has agreed to nominate him as director for a period of three years following his resignation. Mr. Bennett is continuing to serve as an employee and perform mutually agreed tasks for six weeks in each twelve-month period for up to five years from his resignation. Mr. Bennett is paid his weekly salary in effect at the time of his resignation for those six weeks, plus his annual Board fees, the total of which is paid in 26 equal installments over each twelve-month period. For mutually agreed assignments extending beyond the six weeks, his compensation will be at his weekly pay rate in effect at the time of his resignation. During this period of continued part-time employment with us, Mr. Bennett is permitted to exercise all vested stock options granted to him prior to his resignation. In addition, if Mr. Bennett retires and ceases part-time employment with us, he is entitled to exercise his stock options for a period of two years after such retirement.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following Summary Compensation Table presents compensation paid or accrued by the Companyus for services rendered during 2003, 2002 and 2001 and 2000 by theour CEO and theour four other most highly compensated executive officers of the Companyin 2003 (collectively, the “Named Executive Officers”) whose total annual salary and bonus exceeded $100,000 in 2002..

SUMMARY COMPENSATION TABLE

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OPTION GRANTS IN 20022003

The following table presents certain information regarding stock options granted to the Named Executive Officers in 2002.2003.

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The following table presents the number of shares for which options were exercised in 2002,2003, as well as the number of exercisable and unexercisable options held by the Named Executive Officers at December 31, 2002.2003.

AGGREGATE OPTION EXERCISES IN 20022003 AND

DECEMBER 31, 20022003 OPTION VALUES

Other Executive Compensation

In January 1997, the Company entered into a non-competition and employment continuation agreement with James J. Bennett, its then Executive Vice President and Chief Operating Officer and a Director of the Company. Mr. Bennett retired from his position as Executive Vice President and Chief Operating Officer effective January 1, 2003. Under the terms of this Agreement, Mr. Bennett has agreed not to 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. Following his resignation, Mr. Bennett has agreed to continue to serve as an employee and perform mutually agreed tasks for six weeks in each twelve-month period for up to five years from his resignation. For those six weeks, he will be paid his weekly salary in effect at the time of his resignation plus $2,500 per week. For mutually agreed assignments extending beyond the six weeks, or if Mr. Bennett does not remain a director, his compensation would be at his weekly pay rate in effect at the time of his resignation. 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

TheOur Compensation Committee is composed of Albert J. Hillman and Philip L. Padou. The CompanyWe do not currently has nohave any interlocking relationships with another entity involving any of itsour Compensation Committee members, and no executive officer of the Company serves on the Compensation Committee.members. James J. Bennett, David Schwartz, and Norman Schwartz, Alice N. Schwartz and Ruediger Naumann-Etienne 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 theour President’s compensation.

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REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

TheOur Compensation Committee was formed in December 1993. The function of theour Compensation Committee is to review and approve the compensation arrangements for the Company’sour senior management and any compensation plans in which theour executive officers and directors are eligible to participate. TheOur Compensation Committee of the Board of Directors has furnished the following report on executive compensation.

Objectives and Overview

The overall objectives of the Company’sour executive compensation programs are:

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

Base Salary

Each year, the Company obtainswe obtain 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 itsour senior managers. Within the comparative groups of companies surveyed, the Company setswe set 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 2002, the Company2003, our merit increase guideline was 4.25%3.75% and was based on the compensation surveys.

Incentive Bonus Payments

ExecutiveOur 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 our other key employees of the Company and itsour operating units, who meet certain annual Company and operating unit goals, which are previously established by our senior management. In 2002,2003, 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 Companyus 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 Companyour 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 2003 were awarded in March 2004 and ranged from 0.0% to 40.9% of base salaries. Bonuses for 2002 were awarded in March 2003 and ranged from 2.8% to 104.0% of base salaries. Bonuses for 2001 were awarded in March 2002 and ranged from 0.0% to 53.9% of base salaries.

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Bonuses for 2000 were awarded in March 2001 and ranged from 0.9% to 51.8% of base salaries. Because bonuses are based on growth and profitability, trends in bonus awards generally track operating unit and Companyour performance. Special bonuses are awarded only on completion of specific projects or transactions.

Long-Term Incentives

The Company provides itsWe provide our executive officers and other key employees with long-term incentive compensation through the grant of stock options. The Company believesWe believe that stock options provide the Company’sour key employees with the opportunity to purchase and maintain an equity interest in the Companyus and to share in the appreciation of the value of theour 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 Companyus for the long term because the options vestare vested over a fourfour- 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-Radour Common Stock increases over time.

TheOur Board of Directors has delegated certain responsibilities of administration of the Company’sour stock option plans to the Stock Option Award Committee. TheOur 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. TheOur 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

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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.

Profit Sharing Plan Contributions

The Company’sOur 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 of our other Company employees. The Profit Sharing Plan covers all of our full-time employees, of the Company, or any of itsour participating subsidiaries, who have completed one year of service. Contributions to the Profit Sharing Plan are determined each year by theour 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 2002, the2003, our 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 Companyus or as required by regulation or law.

Split Dollar Life Insurance

We were a party to a Split Dollar Life Insurance agreement with a trust established by David Schwartz and Alice N. Schwartz for their heirs. Our Board of Directors had determined that in the event of the demise of David Schwartz and Alice N. Schwartz, their heirs might be required to sell a significant amount of their holdings in us in order to satisfy estate taxes. Our Board of Directors believed that such event might have resulted in a major disruption in the trading of our stock, and determined that it was in the best interest of our stockholders to procure a life insurance policy that would provide proceeds to the heirs for the payment of such taxes. Under this agreement, the trust was the beneficiary of a life insurance policy insuring the lives of David Schwartz and Alice N. Schwartz. We paid the premiums for this policy, a portion of which would have been repaid to us upon the deaths of David Schwartz and Alice N. Schwartz prior to the termination of the agreement. This agreement and policy were terminated as of December 31, 2003.

President’s Compensation

For 2002, the2003, our Compensation Committee was primarily responsible for determining and approving theour President’s compensation. TheOur President’s compensation was compared with compensation of other CEOs in the above-mentioned surveys and proxy statements for comparable companies. David Schwartz’sOur President’s salary is typically set within the mid-range of CEO’s salaries surveyed for comparable companies. There was no change to Mr. Schwartz’s salary in 2000, 2001 or 2002.

TheOur President’s annual bonus is based on the achievement of the Company’sour financial goals. The same performance criteria are used to calculate hisour President’s annual bonus as those established for other eligible executive officers. These criteria are discussed above under Incentive“Incentive Bonus Payments.” A bonus of $150,082 was paid in 20032004 based on performance against previously established growth and profitability targets for 2002.2003.

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In addition,Corporate Tax Deduction for Compensation in 2002, Mr. Schwartz received “split dollar” life insurance benefits from the Company. The BoardExcess of Directors of the Company has determined that in the event of the demise of David Schwartz and Alice Schwartz, their heirs might be required to sell a significant amount of their holdings in the Company in order to satisfy estate taxes. As the Board believes that such event might result in a major disruption in the trading of the stock, it has determined that it is in the best interest of all shareholders to procure a life insurance policy that would provide proceeds to the heirs for the payment of such taxes. The Company is a party to a “split dollar” life insurance agreement with a trust established by David Schwartz and Alice Schwartz for their heirs under which the trust is the beneficiary of a life insurance policy insuring the lives of David Schwartz and Alice Schwartz for which the Company pays the premiums. Upon the death of each of David Schwartz and Alice Schwartz prior to the termination of the agreement, a portion of the premiums previously advanced by the Company under the insurance policy will be repaid to the Company. Included in the compensation amounts shown for David Schwartz in fiscal year 2002 is $933,814, representing the premium payment by the Company in such year.$1 Million Per Year

To the extent readily determinable and as one of the factors in its consideration of compensation matters, theour Compensation Committee considers the anticipated tax consequences to the Companyus and to itsour 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 theour Compensation Committee’s control also affect the deductibility of compensation. For these and other reasons, theour Compensation Committee will not necessarily limit executive compensation to that deductible under Section 162(m) of the Internal Revenue Code. TheOur Compensation Committee will consider various alternatives to

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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 actsActs.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Our audit committeeAudit Committee was established on September 24, 1992, and our Board of Directors adopted its audit committeeAudit Committee charter on June 7, 2000. During fiscal 2002,2003, the audit committee of the Board of DirectorsAudit Committee was comprised of Albert J. Hillman, Ruediger Naumann-Etienne and Philip L. Padou who were “independent” directors, as determined in accordance with the independence standards set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 121(A)121A of the American Stock Exchange’s regulations.Exchange Company Guide. Albert J. Hillman and Ruediger Naumann-Etienne joined the Audit Committee in October 2001; Philip L. Padou joined the Audit Committee in September 1992.

ManagementOur management is responsible for the Company’sour internal controls and theour financial reporting process. TheOur independent accountants are responsible for performing an independent audit of the Company’sour consolidated financial statements in accordance with auditing standards generally accepted in the United States of Americaaccounting practices and to issue a report thereon. TheOur Audit Committee’s responsibility is to monitor and oversee these processes. The following is theour Audit Committee’s report submitted to the Board of Directors for the fiscal year ended December 31, 2002.2003.

TheOur Audit Committee has:

Based on the review and discussions referred to above, theour Audit Committee recommended to theour Board of Directors that the audited consolidated financial statements be included in the Company’sour Annual Report on Form 10-K for the fiscal year ended December 31, 20022003 for filing with the Securities and Exchange Commission.

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees: The aggregate fees billed for professional services rendered by the Company’sour current independent auditors, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte & Touche”) in connection with theirfor the audit of the Company’sour annual consolidated financial statements (including all of our subsidiaries), audit-related fees, tax fees and all other fees for the fiscal yearyears ended December 31, 2002 and 2003, as compiled on an invoice-date basis were:

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The Audit Committee pre-approves each and every service performed by our independent auditors, including all services described in each of the consolidated financial statements included in the Company’s Quarterly Reports on Forms 10-Q for that fiscal year were approximately $800,000.four subcategories above.

Financial Information Systems Design and Implementation Fees: The aggregate fees billed for services rendered by Deloitte & Touche forFor the fiscal year ended December 31, 2002, and2003, we paid by the Companyno fees to itsour principal accountants for professional services rendered in connection with consultation related to the Company’soperation, supervision or management of our information systems or local area network, or for the design or implementation of a hardware or software system supporting thefor aggregating source data underlying the Company’sour financial statements, or generating information that is significant to such statements, taken as a whole,whole. For the fiscal year ended 2002, we paid $19,500 for such services, which were approximately $19,500. These services were performed prior to the retention of Deloitte & Touche as the Company’s independent auditors.

All Other Fees:    The aggregate fees billed for services rendered by Deloitte & Touche other than described above, for the fiscal year ended December 31, 2002 were approximately $423,300 and can be subcategorizedprior to their retention as the aggregate fees for attestation services for the statutory audits of international subsidiaries’ fiscal year 2002 financial statements (approximately $328,000) and tax planning and international tax compliance (approximately $95,300).our independent auditors.

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.

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Change of Independent Public Accountants in 2002: On July 8, 2002, the Company’sour Board of Directors adopted the recommendation of its audit committeeAudit Committee that Arthur Andersen LLP be dismissed as the Company’sour independent auditors and that Deloitte & Touche LLP be retained as the Company’sour new independent auditors. Andersen’s reports on the Company’sour financial statements for each of the yearsyear ended December 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were the reports qualified as to uncertainty, audit scope or accounting principles. During the yearsyear ended December 31, 2000 and 2001 and through July 8, 2002 there were no disagreements with Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersen’s satisfaction, would have caused Andersen to make reference to the subject matter in connection with its report on the Company’sour consolidated statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

Our Audit Committee has considered whether the provision of services described above under the captions “Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” and “Financial Information Systems Design and Implementation Fees” are compatible with maintaining our independent auditor’s independence, and has determined that the provision of such services to us does not compromise the independent auditor’s independence.

THE AUDIT COMMITTEE

Albert J. Hillman

Ruediger Naumann-Etienne

Philip L. Padou

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

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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, assuming $100 invested on December 31, 1997,1998, and reinvestment of dividends:

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.Acts.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

To the Company’sour knowledge, based solely upon itsour review of the copies of such reports furnished to the Companyus and written representations from certain Insidersinsiders that no other reports were required, during the fiscal year ended December 31, 20022003, all Section 16(a) filing requirements applicable to Insidersinsiders were complied with, with the following exceptions: (i)in June 2003, a Form 4 filingwas submitted for James J. BennettNorman Schwartz indicating a gifting of 1,600 shares of Class B Common Stock received by his wife, Adria Schwartz, in January 2001, which was delayed; (ii) the Form 5 filing for 2002 for John Goetz was delayed; and (iii) the Form 3 filing for Bradford Crutchfield was delayed.not previously recorded.

II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

TheOur Board of Directors has selected Deloitte and& Touche LLP, independent public accountants, to serve as Bio-Rad’sour auditors for the fiscal year ending December 31, 2003.2004. A representative of Deloitte and& Touche 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 iswe are not required to do so, Bio-Rad wisheswe wish to provide our stockholders with the opportunity to express their opinion on the selection of auditors, and accordingly iswe are submitting a proposal to ratify the selection of Deloitte and& Touche LLP. If theour stockholders should fail to ratify this proposal, theour Board of Directors will consider the selection of another auditing firm.

The Board of Directors recommends that you vote FOR ratification of Deloitte and& Touche LLP to serve as the Company’sour independent auditors for the fiscal year ending December 31, 2003.2004.

III. APPROVAL OF THE 2003 STOCK OPTION PLANAMENDMENT TO INCREASE

AUTHORIZED NUMBER OF BIO-RAD LABORATORIES, INC.SHARES OF OUR CAPITAL STOCK

The 2003 Stock Option Plan of Bio-Rad Laboratories, Inc. (the “Plan”) was adopted by theOur Board of Directors on March 19, 2003.proposes to amend our restated certificate of incorporation to increase the number of authorized shares of our capital stock. Our stockholders are being askedexisting restated certificate of incorporation authorizes us to approve the Plan, copiesissue 77,500,000 shares of capital stock, of which will be available at the annual meeting of stockholders and may also be obtained by making written request of our corporate Secretary.

Set forth below is a description of the essential features of the Plan which will be in effect if the Plan is approved by the stockholders. This information does not purport to be a complete description of all the provisions of the Plan and is qualified in its entirety by reference to the provisions of the Plan.

Description of the Plan

General

The Plan authorizes the grant to employees of incentive stock options and non-qualified stock options. Incentive stock options50,000,000 shares are intended to be “incentive stock options,”designated as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and to promote the success of our business.

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Options Granted and Share Reserve

A total of 1,675,000 shares have been reserved for issuance pursuant to the Plan. Shares that may be issued pursuant to the Plan are shares of either Class A orCommon Stock, 20,000,000 shares are designated as Class B Common Stock and 7,500,000 shares are designated as Preferred Stock. Our Board of Directors believes this capital structure is inadequate for our present and future needs. Therefore, on February 4, 2004, our Board of Directors unanimously adopted and declared advisable the amendment of our existing restated certificate of incorporation to increase the total number of our authorized shares of capital stock to 107,500,000 shares, of which 80,000,000 shares will be designated as Class A Common Stock, 20,000,000 shares will be designated Class B Common Stock and 7,500,000 shares will be designated Preferred Stock. Our Board of Directors believes this capital structure more appropriately reflects our present and future needs and recommends such amendment and restatement to our stockholders for adoption.

Shares subject to expired or canceled options willOur Board of Directors recommends that the our existing restated certificate of incorporation be available for future grant or sale underso amended by deleting and replacing Section 4(a) of our existing restated certificate of incorporation with the Plan. No shares may be optioned, granted or awarded under the Plan, however, if such action would cause an incentive stock option to fail to qualify as an “incentive stock option” under Section 422 of the Code.following paragraph:

Administration

“The Plan will be administered by the compensation committee of the Board of Directors. The Company will pay all costs of administering the Plan.

Eligibility

The Plan authorizes the grant to employees of incentive stock options and non-qualified stock options. The administrator determines which of the employees will be granted options. No person is entitled to participate in the Plan as a matter of right. Only those employees who are selected to receive grants by the administrator may participate in the Plan. No person will be granted options to purchase more than 225,000 shares of Common Stock in any calendar year under the Plan. In addition, to the extent that an optionee would have the right in any calendar year to exercise for the first time one or more incentive stock options for shares having an aggregate fair market value (under all of our plans and determined for each share as of the date the option to purchase the share was granted) in excess of $100,000, such excess options shall be treated as non-qualified stock options.

Terms and Vesting of Options

The administrator determines:

The administrator may not grant an incentive stock option under the Plan to any person who owns more than 10% of the total combined voting power of all classes of our stock (a “10% Owner”) unless the stock option conforms to the applicable provisions of Section 422 of the Code. Only employees may be granted incentive stock options under the Plan.

The term of an option is set by the administrator. In the case of an incentive stock option, the term of the option may not be longer than 10 years from the date the incentive stock option is granted, or if granted to a 10% Owner, five years from the date of the grant. Except as limited by the requirements of Section 422 of the Code, the administrator may extend the term of any outstanding option in connection with any termination of employment of an optionee by up to four (4) years, or amend any other term or condition of the outstanding option relating to the termination of an optionee.

An option is exercisable when it “vests.” Each option agreement will contain the period during which the rightcorporation shall be authorized to exercise the option in whole or in part vests in the optionee. At any time after the grant of an option, the administrator may accelerate the period during which an option vests. No portion of an option whichissue is unexercisable at an optionee’s termination of employment will subsequently become exercisable, except as may be otherwise provided by the administrator either in the agreement relating to the stock option or by action following the grant of the option.

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Exercise Price

The exercise price for the107,500,000 shares, of Common Stock subject to each option will be specified in each option agreement. The administrator sets the exercise price at the time the option is granted. In certain instances, the exercise price is also subject to additional rules as follows:

For purposes of the Plan, the fair market value of a share of our Common Stock as of a given date will be determined by the closing sales price for our Common Stock as quoted on any established stock exchange or market, or in the absence of such markets for our Common Stock, in good faith by our Board of Directors.

Exercisability

The compensation committee determines when options become exercisable, including any restrictions or limitations such as those based on continued employment.

An option may be exercised by delivering to our corporate Secretary a written notice of exercise on a form provided by us, together with full cash payment for the shares in the form of cash or a check payable to us in the amount of the aggregate option exercise price.

Adjustment Upon Changes in Capitalization or Merger

The administrator will appropriately adjust:

if there is any stock dividend, stock split, recapitalization, or other subdivision, combination or reclassificationdivided into three classes of shares of Common Stock.

Changestock as follows: 80,000,000 shares of Control

In the event of

then all outstanding options under the Plan will become fully vested and exercisable immediately prior to the effective date of the change in control.Class A

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Common Stock, par value $0.0001 per share (“Class A Common”), 20,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common”), and 7,500,000 shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”).”

TransferabilityThe text of the proposed certificate of amendment to our existing restated certificate of incorporation is attached asAppendix B to this proxy statement. Copies of our existing restated certificate of incorporation are available for inspection at our principal executive offices and will be sent to any stockholder upon written request. If all of the proposed amendments to our existing restated certificate of incorporation are adopted, the proposed certificate of amendment to our existing restated certificate of incorporation will become effective upon its filing with the Secretary of the State of Delaware.

An optionee cannot assign or transfer any option granted under the Plan, except by will or the laws of descent and distribution or, subject to the consentAdoption of the administrator, pursuantproposed certificate of amendment to a domestic relations order. Each option may be exercised, duringour existing restated certificate of incorporation by our stockholders will not constitute the lifetimeissuance of additional shares of Class A Common Stock, Class B Common Stock or Preferred Stock and will not affect the rights of the optionee, only byholders of currently outstanding shares of such optionee.stock.

As of March 1, 2004, 20,800,252 shares of Class A Common Stock, 4,850,140 shares of Class B Common Stock and no shares of Preferred Stock were outstanding. Under our existing restated certificate of incorporation, a holder of Class B Common Stock has the right at any time to convert any share of Class B Common Stock into one share of Class A Common Stock. As a result, we have reserved for issuance a total of 4,850,140 shares of Class A Common Stock to allow for this conversion. The total number of shares of Class A Common Stock and Class B common Stock outstanding excludes 1,197,292 shares of Class A Common Stock and 594,849 shares of Class B Common Stock that are issuable upon exercise of outstanding options and warrants.

Amendment and Termination of the PlanPurpose for Authorizing Additional Capital Stock

TheApproval of the proposed certificate of amendment to our existing restated certificate of incorporation by our stockholders will give our Board of Directors may not,the express authority, without stockholder approval given within 12 months before or after such action:

If not terminated earlier, the Plan will terminate on March 19, 2013. The Board of Directors may terminate the Plan at any time with respect to any shares not then subject to an option under the Plan. Except as indicated above, the Board of Directors may also modify the Plan fromdeems necessary. Our Board of Directors is submitting this proposal to our stockholders at this time to time.provide us with flexibility to adjust the number of shares of Class A Common Stock for a variety of proper corporate purposes without further action by our stockholders, except as may be required by law, regulation or stock exchange rule. As a result, we would be in a better position to take prompt advantage of opportunities for which the issuance of our capital stock might be appropriate, including, without limitation, stock splits, acquisition transactions, equity or convertible debt financings, stock dividends or distributions, issuance of options pursuant to our stock option plans or other bona fide corporate purposes. We have not committed to issue any shares of capital stock which are the subject of the proposed certificate of amendment to our existing restated certificate of incorporation.

New Plan Benefits.Effects of Increasing the Authorized Capital Stock

As March 4, 2003, no optionsApproval of the proposed certificate of amendment to our existing restated certificate of incorporation by our stockholders could have a number of effects on our stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares of our capital stock by our Board of Directors. The proposed certificate of amendment to our existing restated certificate of incorporation could have an anti-takeover effect, in that 30,000,000 additional shares of our capital stock could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of us more difficult. For example, we could issue additional shares of our capital stock so as to dilute the stock ownership or voting rights of persons seeking to obtain control of us. Similarly, the issuance of additional shares of our capital stock to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership of or voting rights of persons seeking to cause such removal. Although the proposed certificate of amendment to our existing restated

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certificate of incorporation has been granted under the Planprompted by business and all shares remain available for future grants. Because awards will be authorizedfinancial considerations and not by the compensation committeethreat of theany hostile takeover attempt (nor is our Board of Directors currently aware of any such attempts directed at us), nevertheless, our stockholders should be aware that approval of the proposed certificate of amendment to our existing restated certificate of incorporation could facilitate future efforts by us to deter or prevent changes in its discretion, the benefits or amounts to be received under the Plan by any particular employee or groupcontrol of employees are not presently determinable.us, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices.

Equity Compensation Plan Information

The following table provides information, asIn addition, an issuance of December 31, 2002, with respect toadditional shares of our capital stock could have an effect on the potential realizable value of a stockholder’s investment. In the absence of a proportionate increase in our earnings and book value, an increase in the aggregate number of outstanding shares would dilute the earnings per share and book value per share of all outstanding shares of our capital stock. If such factors were reflected in the price per share of Class A Common Stock and Class B Common Stock, authorized forthe potential realizable value of a stockholder’s investment could be adversely affected. Our Class A Common Stock, Class B Common Stock and Preferred Stock carry no preemptive rights to purchase additional shares upon the issuance under the Company’s equity compensation plans.of additional shares of our capital stock. The term “equity compensation plan” as used in the following table refers to compensation plans and individual compensation arrangementsadoption of the Company, its subsidiaries and its affiliates under which equity securitiesproposed certificate of the Company are authorized for issuanceamendment to employees (including officers and directors who are also employees), excluding all compensation plans and arrangements which are intended to meet the qualification requirements under Section 401(a) the Internal Revenue Code.our existing restated certificate of incorporation will not of itself cause any change in our capital accounts.

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Federal Income Tax ConsequencesVote Required

The following discussion is a general summaryTo approve the proposed certificate of U.S. federal income tax consequencesamendment to U.S. participants inour existing restated certificate of incorporation, we are required to obtain the Plan. The summary does not discuss all aspects of federal income taxation that may be relevant to a participant in light of such participant’s personal circumstances, nor does it describe non-U.S., state or other tax consequences. Accordingly, holders should not rely on this summary for individual tax advice. Each taxpayer is advised to consult with his or her own tax advisor for particular federal, as well as non-U.S., state and any other tax advice.

Nonqualified Stock Options.    The grantaffirmative vote of a nonqualified stock option is generally not a taxable event either for the optionee or for us. Upon the exercise of a nonqualified stock option, the optionee generally will recognize ordinary income in an amount equal to the excess of the fair market value of the shares acquired upon exercise, determined at the date of exercise, over the exercise price of such option (the “Spread”). Subject to Section 162(m) of the Code, we will be entitled to a deduction in the same amount. The ordinary income recognized by the optionee is subject to income and employment tax withholding. The optionee’s tax basis in the shares acquired pursuant to the exercise of a nonqualified stock option will be equal to the exercise price plus the amount of ordinary income recognized upon exercise. Any gain or loss on a subsequent disposition of the Common Stock will be treated as short-term or long-term capital gain or loss, depending on the holding period of the optionee measured from the date of the exercise of such option. There are generally no federal income tax consequences to us by reason of such subsequent disposition of Common Stock.

Incentive Stock Options.    Generally, an optionee recognizes no taxable income upon the grant or exercise of an incentive stock option that meets the requirements of Code Section 422. However, the spread is taken into the account in determining the amount, if any, of the alternative minimum tax due from the optionee in the year in which the option is exercised.

If an optionee holds the Common Stock acquired through the exercise of an incentive stock option for more than two years from the date on which the option was granted and more than one year from the date on which the option was exercised, any gain or loss on the subsequent disposition of such Common Stock will be taxed as long-term capital gain or loss equal to the difference between consideration received upon such disposition and the option exercise price.

Generally, if an optionee disposes of the Common Stock received on exercise of an incentive stock option less than two years after the date the option was granted or less than one year after the date the option was exercised, it is considered to be a “disqualifying disposition.” At the time of such disqualifying disposition, the optionee will recognize ordinary income in the amount equal to the lessermajority of (i) the Spread; oroutstanding Class A Common Stock voting together as a single class; and (ii) the amount received for the Common Stock over the option exercise price. Any gain in excess of this amount will be taxed as capital gain. To the extent that an optionee recognizes ordinary income by reason of a disqualifying disposition of Common Stock acquired upon the exercise of any incentive stock option, we generally will be entitled to a corresponding deduction in the same amount.

Section 162(m) Limitation.    In general, under Section 162(m), income tax deductions of publicly-held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non-qualified benefits paid) for certain executive officers exceeds $1 million (less the amount of any “excess parachute payments” as defined in Section 280GVoting Power of the Code) in any one year. However, under Section 162(m), the deduction limit does not apply to certain “performance-based compensation” established by an independent compensation committee which is adequately disclosed to, and approved by, stockholders. In particular, stock options will satisfy the “performance-based compensation” exception if the awards are made by a qualifying compensation committee, the Plan sets the maximum number of shares that can be granted to any person within a specified period and the compensation is based solely on an increase in the stock price after the grant date (i.e. the option exercise price is equal to or greater than the fair market value of the stock subject to the award on the grant date).Company.

The Board of Directors recommends that you vote FOR the proposalproposed certificate of amendment to approve the Plan.our existing restated certificate of incorporation.

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IV. OTHER MATTERS

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

TheOur annual report of the Company for the year ended December 31, 2002,2003, including financial statements, has been mailed, or is being mailed concurrently with this Proxy Statement,proxy statement, to all stockholders of the Companyour stockholders as of the record date for theour annual meeting.

Stockholders of record on March 4, 20031, 2004 may obtain copies without charge of the Company’sour annual report on Form 10-K (excluding exhibits) filed with the SECSecurities and Exchange Commission by contacting:

Bio-Rad Laboratories, Inc.

Attn: Corporate Secretary

1000 Alfred Nobel Drive

Hercules, CA 94547

http://www.bio-rad.com

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STOCKHOLDER PROPOSALS

If you want the Companyus 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 4, 2003.November 25, 2004.

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 Companyus at the above address by February 18, 2004.8, 2005.

By order of the Board of Directors

BIO-RAD LABORATORIES, INC.

SANFORD S. WADLER, Secretary

Hercules, California

April 3, 2003March 31, 2004

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ANNEX A

21BIO-RAD LABORATORIES, INC. (the “Company”)

Audit Committee Charter

Audit Committee Requirements and Structure

The board of directors of the Company (the “Board”) shall appoint an audit committee (the “Audit Committee”) of at least three (3) members, each of whom is a member of the Board and is independent and able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement, at the time of appointment (each, a “Member”). In order to be considered independent, a Member must meet the applicable requirements of the American Stock Exchange (“AMEX”) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), promulgated by the Securities and Exchange Commission (“SEC”) (see the attached “Definitions” section).

At least one (1) Member at all times shall be financially sophisticated (in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities). In addition, at least one (1) Member shall be an “audit committee financial expert,” as defined by the SEC (see the attached “Definitions” section) or the Company shall disclose in its periodic reports filed with the SEC pursuant to the Exchange Act the reasons why at least one (1) Member is not an “audit committee financial expert.”

The Board shall elect or appoint a Member to be the chair of the Audit Committee. The Board may remove a Member at any time, with or without cause.

Audit Committee Purpose and Role

The purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Audit Committee shall have an oversight role on behalf of and as a representative of the Board and the stockholders of the Company. The Audit 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 of 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 and Process

In carrying out its responsibilities, the Audit Committee’s policies and procedures should remain flexible, to the extent permissible, in order to best react to changing conditions and to ensure to the Board and the stockholders of the Company that the corporate accounting and reporting practices of the Company are in accordance with all requirements and are of the highest quality.

The Audit Committee may retain any independent counsel, experts or advisors (accounting, financial or otherwise) that the Audit Committee believes to be necessary or appropriate. The Audit Committee may also utilize the services of the Company’s regular legal counsel or other advisors of the Company. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of (a) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing

A-1

other audit, review or attest services for the Company (any such firm, an “Independent Auditor”); (b) compensation to any advisors employed by the Audit Committee and (c) ordinary administrative expenses of the Audit Committee that are necessary or appropriate for carrying out its duties.

The responsibilities of the Audit Committee shall be to:

A-2

A-3

APPENDIX AAudit Committee Meetings

The Audit Committee shall meet at least once each calendar quarter, and otherwise, as the Audit Committee determines necessary to carry out its duties and responsibilities. Meetings shall be set up with management, internal auditors and the Independent Auditor to address the issues and carry out the duties set forth above.

Adopted by the Board of Directors of the Company

THE 2003 STOCK OPTION PLANon

March 11, 2004.

A-4

FOR REFERENCE PURPOSES ONLY

DEFINITIONS

Independent

In order to be considered “independent” for purposes of this charter, a Member may not, other than in his or her capacity as a Member of the Audit Committee, the Board or any other Board committee:

In addition, in order to be considered “independent” under the AMEX rules, a Member must not be an officer or an employee of the Company or any parent or subsidiary of the Company, and the Board must also affirmatively determine that the Member does not have a material relationship with the Company that would interfere with the exercise of independent judgment. The following is a non-exclusive list of persons who shall not be considered “independent”:

A-5

Affiliated Person

The term “affiliate” of, or a person “affiliated” with, a specified person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. A person will be deemed not to be in control of a specified person if the person:

The following will be deemed to be affiliates:

The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

Immediate Family Member

“Immediate family member” includes a person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law and anyone who resides in such person’s home (other than domestic employees).

Audit Committee Financial Expert

An “audit committee financial expert” means a person who has the following attributes:

The “audit committee financial expert” shall have acquired such attributes through:

A-6

ANNEX B

CERTIFICATE OF AMENDMENT

TO

RESTATED

CERTIFICATE OF INCORPORATION

OF

BIO-RAD LABORATORIES, INC.

(a Delaware Corporation)

Bio-Rad Laboratories, Inc., a Delaware corporation has adopted The 2003 Stock Option Plan of Bio-Rad Laboratories, Inc. (the “Plan”), effective April 29, 2003, for the benefit of its eligible Employees.

               The purposesorganized and existing under and by virtue of the Plan are as follows:

               (1)     To provide an additional incentive for Employees to further the growth, development and financial successGeneral Corporation Law of the Company by personally benefiting through the ownershipState of Company stock and/or rights which recognize such growth, development and financial success.Delaware, does hereby certify:

 (2)     To enable the Company and its Subsidiaries to obtain and retain the services of Employees considered essential to the long range success of the Company by offering them an opportunity to own stock in the Company and/or rights which will reflect the growth, development and financial success of the Company.

ARTICLE I.
DEFINITIONS

1.1 General.  Whenever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.

1.2 Administrator.  “Administrator” shall mean the entity that conducts the general administration of the Plan as provided herein. 

1.3 Board.  “Board” shall mean the Board of Directors of the Company.

1.4 Change in Control.  “Change in Control” shall mean a change in ownership or control of the Company effected through any of the following transactions:

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1.5 Code.  “Code” shall mean the Internal Revenue Code“The total number of 1986, as amended from time to time.

1.6 Committee.  “Committee” shall have the meaning ascribed to it in Section 7.1.

1.7 Common Stock.  “Common Stock” shall mean the Class A or Class B Common Stock of the Company, par value $0.0001 per share. 

1.8 Company.  “Company” shall mean Bio-Rad Laboratories, Inc., a Delaware corporation.

1.9 DRO.  “DRO” shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

1.10 Employee.  “Employee” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company, or any Subsidiary.

1.11 Exchange Act.  “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.12 Fair Market Value.  “Fair Market Value” shall mean, as of any date, the value of the Common Stock determined as follows:

1.13 Holder.  “Holder” shall mean a person who has been granted an Option.

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1.14 Incentive Stock Option.  “Incentive Stock Option” shall mean an Option which conforms to the applicable provisions of Section 422 of the Code and which is designated as an Incentive Stock Option by the Administrator.

1.15 Non-Qualified Stock Option.  “Non-Qualified Stock Option” shall mean an Option not intended to qualify or not designated by the Administrator as an Incentive Stock Option.

1.16 Option.  “Option” shall mean a stock option granted under Article IV of the Plan.  An Option granted under the Plan shall, as determined by the Administrator, be either a Non-Qualified Stock Option or an Incentive Stock Option.

1.17 Option Agreement.  “Option Agreement” shall mean a written agreement executed by an authorized officer of the Company and the Holder, which shall contain such terms and conditions with respect to an Option, as the Administrator shall determine, consistent with the Plan.

1.18 Option Limit.  “Option Limit” shall mean two hundred twenty-five thousand (225,000) shares of Common Stock, as adjusted pursuant to Section 8.3 of the Plan.

1.19 Performance Criteria.  “Performance Criteria” shall mean the following business criteria with respect to the Company, any Subsidiary or any division or operating unit: (a) net income, (b) pre-tax income, (c) operating income, (d) cash flow, (e) earnings per share, (f) return on equity, (g) return on invested capital or assets, (h) cost reductions or savings, (i) funds from operations, (j) appreciation in the Fair Market Value of Common Stock and (k) earnings before any one or more of the following items:  interest, taxes, depreciation or amortization.

1.20 Plan.  “Plan” shall mean The 2003 Stock Option Plan of Bio-Rad Laboratories, Inc.

1.21 Rule 16b-3.  “Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.

1.22 Section 162(m) Employee.  “Section 162(m) Employee” shall mean any Employee designated by the Administrator as an Employee whose compensation for the fiscal year in which the Employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.

1.23 Securities Act.  “Securities Act” shall mean the Securities Act of 1933, as amended.

1.24 Subsidiary.  “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  Subsidiary shall also mean any partnership, limited liability company or any equivalent foreign entity under applicable foreign laws in which the Company or any subsidiary owns more than 50% of the capital or profits interests.

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1.25 Substitute Option.  “Substitute Option”corporation shall mean an Option granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by another company or entity, in connection with a corporate or similar transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Option” be construedauthorized to refer to an option granted in connection with the cancellation and repricing of an Option.

               1.26 Termination of Employment.  “Termination of Employment” shall mean the time when the employee-employer relationship between a Holder and the Company or any Subsidiaryissue is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding (a) terminations where there is a simultaneous reemployment or continuing employment of a Holder by the Company or any Subsidiary or a parent corporation thereof (within the meaning of Section 422 of the Code), and (b) at the discretion of the Administrator, terminations which result in a temporary severance of the employee-employer relationship.  The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for cause, and all questions of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, with respect to Incentive Stock Options, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section.

ARTICLE II.
SHARES SUBJECT TO PLAN

               2.1 Shares Subject to Plan.

2.2 Add-Back of Options.  If any Option expires or is canceled without having been fully exercised, or is exercised in whole or in part for cash as permitted by the Plan, the number107,500,000 shares, divided into three classes of shares of stock as follows: 80,000,000 shares of Class A Common Stock, subject to such Option but as to which such Option was not

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exercised prior to its expiration or cancellation may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1.  Furthermore, any shares subject to Options which are adjusted pursuant to Section 8.3 and become exercisable with respect topar value $0.0001 per share (“Class A Common”), 20,000,000 shares of stock of another corporation shall be considered cancelledClass B Common Stock, par value $0.0001 per share (“Class B Common”), and may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1.  Notwithstanding the provisions of this Section 2.2, no7,500,000 shares of CommonPreferred Stock, may again be optioned, granted or awarded hereunder if such action would cause an Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.par value $0.0001 per share (“Preferred Stock”).”

ARTICLE III.
GRANTING OF OPTIONS

3.1 Option Agreement.  Each Option shall be evidenced by an Option Agreement.  Option Agreements evidencing Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code.  Option Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

3.2 Provisions Applicable to Section 162(m) Employees.

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3.3 Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan, the Plan, and any Option granted to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law, the Plan and Options granted hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

               3.4 At-Will Employment.  Nothing in the Plan or in any Option Agreement hereunder shall confer upon any Holder any right to continue in the employ of  the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written employment agreement between the Holder and the Company and any Subsidiary.

3.5 Participants in Foreign Countries.  The Board, or such officers of the Company as have been delegated proper authority by the Board, may at any time adopt, amend or delete such modifications, procedures, appendices and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or any Subsidiary may operate to assure the viability of Options granted under the Plan in such countries and to meet the objectives of the Plan.  Any such modifications, procedures, appendices or subplans shall be and hereby are incorporated in their entirety into the Plan and, with regard to the subject matter thereof, shall supersede inconsistent provisions of the Plan.

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ARTICLE IV.
GRANTING OF OPTIONS

4.1 Eligibility.  Any Employee selected by the Committee pursuant to Section 4.4(a)(i) shall be eligible to be granted an Option.  All grants shall be made at the discretion of the Committee or the Board, as the case may be, and no person shall be entitled to a grant of an Option as a matter of right.

4.2 Disqualification for Stock Ownership.  No person may be granted an Incentive Stock Option under the Plan if such person, at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any then existing Subsidiary or parent corporation (within the meaning of Section 422 of the Code) unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code.

4.3 Qualification of Incentive Stock Options.  No Incentive Stock Option shall be granted to any person who is not an Employee.

4.4 Granting of Options.

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4.5 Options in Lieu of Cash Compensation.  Options may be granted under the Plan to Employees in lieu of cash bonuses which would otherwise be payable to such Employees pursuant to such policies which may be adopted by the Administrator from time to time.

ARTICLE V.
TERMS OF OPTIONS

               5.1 Option Price.  The price per share of the shares of Common Stock subject to each Option granted to Employees shall be set by the Committee at the time the Option is granted; provided, however, that such price shall be no less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted, and in the case of Incentive Stock Options granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), such price shall not be less than 110% of the Fair Market Value of a share of Common Stock on the date the Option is granted.

5.2 Option Term.  The term of an Option granted to an Employee shall be set by the Committee in its absolute discretion; provided, however, that the term shall not be more than ten (10) years from the date the Option is granted; and, provided, further, that, in the case of Incentive Stock Options, the term shall not be more than five (5) years from the date the Incentive Stock Option is granted if the Incentive Stock Option is granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code).  Except as limited by requirements of Section 422 of the Code and regulations and rulings thereunder applicable to Incentive Stock Options, the Committee may extend the term of any outstanding Option in connection with any Termination of Employment of the Holder by up to four (4) years, or amend any other term or condition of such Option relating to such a termination.

5.3 Option Vesting.

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5.4 Substitute Options.  Notwithstanding the foregoing provisions of this Article V to the contrary, in the case of an Option that is a Substitute Option, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided, that the excess of:

5.5 Restrictions on Common Stock.  The Administrator may, in its sole discretion, provide under the terms of an Option that shares of Common Stock purchased upon exercise of such Option shall be subject to repurchase from the Holder by the Company, or shall be subject to such restrictions as the Administrator shall provide, which restrictions may include, without limitation, restrictions concerning voting rights and transferability and restrictions based on duration of employment with the Company and the Subsidiaries, Company performance and individual performance; provided, however, that, by action taken after the Common Stock is purchased upon exercise of the Option, the Administrator may, on such terms and conditions as it may determine to be appropriate, terminate the Company’s repurchase right or remove any or all of the restrictions imposed by the terms of the Option Agreement.  The Company’s right to repurchase the Common Stock from the Holder then subject to the right shall provide that immediately upon a Termination of Employment and for such period as the Administrator shall

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determine, the Company shall have the right to purchase the Common Stock at a price per share equal to the price paid by the Holder for such Common Stock, or such other price as is determined by the Administrator; provided, however, that, in the event of a Change in Control, such right of repurchase shall terminate immediately prior to the effective date of such Change in Control.  Shares of Common Stock purchased upon the exercise of an Option may not be sold, transferred or encumbered until any repurchase right and any and all restrictions are terminated or expire.  The Secretary of the Company or such other escrow holder as the Administrator may appoint shall retain physical custody of each certificate representing such shares of Common Stock until the repurchase right and any and all of the restrictions imposed under the Option Agreement with respect to the shares evidenced by such certificate terminate, expire or shall have been removed.  In order to enforce the restrictions imposed upon shares of Common Stock hereunder, the Administrator shall cause a legend or legends to be placed on certificates representing all shares of Common Stock that are still subject to any repurchase right or restrictions under Option Agreements, which legend or legends shall make appropriate reference to the conditions imposed thereby.  If a Holder makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to the Common Stock as of the date of transfer of the Common Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall deliver a copy of such election to the Company immediately after filing such election with the Internal Revenue Service.

ARTICLE VI.
EXERCISE OF OPTIONS

6.1 Partial Exercise.  An exercisable Option may be exercised in whole or in part.  However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of shares.

6.2 Manner of Exercise.  All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company or his office:

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               6.3 Conditions to Issuance of Stock Certificates.  The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:

6.4 Rights as Stockholders.  Holders shall not be, nor have any of the rights or privileges of, stockholders of the Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such Holders. 

               6.5 Ownership and Transfer Restrictions.  The Administrator, in its absolute discretion, may impose such restrictions on the ownership and transferability of the shares purchasable upon the exercise of an Option as it deems appropriate.  Any such restriction shall be set forth in the respective Option Agreement and may be referred to on the certificates evidencing such shares.  The Holder shall give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder or (b) one year after the transfer of such shares to such Holder.

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6.6 Additional Limitations on Exercise of Options.  Holders may be required to comply with any timing or other restrictions with respect to the settlement or exercise of an Option, including a window-period limitation, as may be imposed in the discretion of the Administrator.

ARTICLE VII.
ADMINISTRATION

               7.1 Committee.  The Committee shall be the Compensation Committee of the Board, unless the Board specifically assumes the functions of the Committee or appoints another committee to assume such functions.

               7.2 Duties and Powers of Committee.  It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions.  The Committee shall have the power to interpret the Plan and the Option Agreements, and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules and to amend any Option Agreement provided that the rights or obligations of the Holder of the Option that is the subject of any such Option Agreement are not affected adversely.  Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code.  In its absolute discretion, the Board may at any time and from time to time assume any and all rights and duties of the Committee under the Plan, except with respect to matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee. 

               7.3 Majority Rule; Unanimous Written Consent.  The Committee shall act by a majority of its members in attendance at a meeting at which a quorum is present or by a memorandum or other written instrument signed by all members of the Committee.

               7.4 Compensation; Professional Assistance; Good Faith Actions.  Members of the Committee shall receive such compensation, if any, for their services as members as may be determined by the Board.  All expenses and liabilities which members of the Committee incur in connection with the administration of the Plan shall be borne by the Company.  The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers, or other persons.  The Committee, the Company and the Company’s officers and members of the Board shall be entitled to rely upon the advice, opinions or valuations of any such persons.  All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding upon all Holders, the Company and all other interested persons.  No members of the Committee or Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or Options, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.

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ARTICLE VIII.
MISCELLANEOUS PROVISIONS

               8.1 Not Transferable.  No Option under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed.  No Option or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

               During the lifetime of the Holder, only he may exercise an Option (or any portion thereof) granted to him under the Plan, unless it has been disposed of with the consent of the Administrator pursuant to a DRO.  After the death of the Holder, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Option Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Holder’s will or under the then applicable laws of descent and distribution.

               Notwithstanding the foregoing provisions of this Section 8.1, the Administrator, in its sole discretion, may determine to grant a Non-Qualified Stock Option which, by its terms as set forth in the applicable Option Agreement, may be transferred by the Holder, in writing and with prior written notice to the Administrator, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions:  (a) a Non-Qualified Stock Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (b) any Non-Qualified Stock Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Non-Qualified Stock Option as applicable to the original Holder (other than the ability to further transfer the Non-Qualified Stock Option); and (c) the Holder and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation, documents to:  (i) confirm the status of the transferee as a Permitted Transferee, (ii) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (iii) evidence the transfer.  For purposes of this Section, “Permitted Transferee” shall mean, with respect to a Holder, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons (or the Holder) control the management of assets, and any other entity in which these persons (or the Holder) owns more than fifty percent (50%) of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Non-Qualified Stock Options.

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8.2 Amendment, Suspension or Termination of the Plan.

8.3 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.

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               8.4 Change in Control.  Notwithstanding any other provision of the Plan, in the event of a Change in Control, each outstanding Option shall, immediately prior to the effective date of the Change in Control, automatically become fully exercisable for all of the shares of Common Stock at the time subject to such Option and may be exercised for any or all of those shares as fully-vested shares of Common Stock.

               8.5 Approval of Plan by Stockholders.  The Plan shall be submitted for the approval of the Company’s stockholders within twelve months after the date of the Board’s initial adoption of the Plan.  Options may be granted prior to such stockholder approval;

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provided, however, that such Options shall not be exercisable nor shall such Options vest prior to the time when the Plan is approved by the stockholders; and provided, further, that if such approval has not been obtained at the end of said twelve-month period, all Options previously granted under the Plan shall thereupon be canceled and become null and void. 

8.6 Tax Withholding.  The Company shall be entitled to require payment in cash or deduction from other compensation payable to each Holder of any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting, exercise or payment of any Option.  

8.7 Forfeiture Provisions.  Subject to the limitations of applicable law, pursuant to its general authority to determine the terms and conditions applicable to Options under the Plan, the Administrator shall have the right to provide, in the terms of Options made under the Plan, or to require a Holder to agree by separate written instrument, that if (a)(i) the Holder at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (ii) the Holder incurs a Termination of Employment for cause, then (b) (i) any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any exercise of the Option, or upon the receipt or resale of any Common Stock underlying any Option, must be paid to the Company, and (ii) the Option shall terminate and any unexercised portion of the Option (whether or not vested) shall be forfeited.

8.8 Effect of Plan upon Options and Compensation Plans.  The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary.  Nothing in the Plan shall be construed to limit the right of the Company (a) to establish any other forms of incentives or compensation for Employees of the Company or any Subsidiary or (b) to grant or assume options otherwise than under the Plan in connection with any proper corporate purpose including but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.

               8.9 Compliance with Laws.  The Plan, the granting and vesting of Options under the Plan and the issuance and delivery of shares of Common Stock and the payment of money under the Plan or under Options granted hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith.  Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements.  To the extent permitted by applicable law, the Plan and Options granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

8.10 Inability to Obtain Authority.  The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the

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Company’s counsel to be necessary to the lawful issuance and sale of share of Common Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Common Stock as to which such requisite authority shall not have been obtained.

8.11 Reservation of Shares.  The Company, during the term of this Plan, shall at all times reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan.

8.12 Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

8.13 Governing Law.  The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.

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*  *  *

               I hereby certify that the foregoing Plan was duly adopted by the Board of Directors ofIN WITNESS WHEREOF, Bio-Rad Laboratories, Inc. on March 19, 2003.

               Executed onhas caused this ____certificate to be executed by Norman D. Schwartz, its President and Chief Executive Officer, and Sanford S. Wadler, its Vice President, General Counsel and Secretary, this              day of             _______________, 2003., 2004.

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BIO-RAD LABORATORIES, INC.
2003 STOCK OPTION PLAN

APPENDIX
FOR GERMANY

               1.     Application.  This Appendix shall apply only in relation to Options granted to eligible Employees residing and providing services in Germany.

               2.     Definitions.Unless otherwise defined herein, definitions as set out in Article I of the Plan are applicable to this Appendix.

               3.     Eligible Employees.The Committee’s discretion with respect to Section 4.4(a)(i) of the Plan will be exercised in a way complying with German law, in particular with the labour law principle of equal treatment (arbeitsrechtlicher Gleichbehandlungsgrundsatz) and with the prohibition of discrimination (Diskriminierungsverbot).

               4.     Ex-gratia Benefit.The grant of an Option is an ex-gratia benefit (freiwillige Leistung).  It is granted without any obligation; and even repeated granting will not create such obligation.

               5.     Adjustments upon Changes in Capitalization, Merger or Asset Sale.  The Committee’s discretion with respect to any adjustments pursuant to Section 8.3(a) will be exercised taking into fair consideration the circumstances why such adjustment is deemed appropriate.

               6.     Administrator’s Decisions.  The decisions of the Committee in connection with any interpretation of the Plan or in any dispute relating to an Option or other matters relating to the Plan shall be final and conclusive and binding on the relevant parties. It may only be revised by competent courts.

               7.      Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Delaware but mandatory provisions of the laws of Germany may be applied.

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BIO-RAD LABORATORIES, INC.
2003 STOCK OPTION PLAN

APPENDIX
FOR UNITED KINGDOM

               1.     Application.  This Appendix shall apply only in relation to Options granted to eligible Employees residing and providing services in the United Kingdom.

               2.     Definitions.  Definitions as set out in Article I of the Plan are applicable to this Appendix.

               3.     Taxes/Withholding.  Each optionee shall be liable for the Company’s or any Subsidiary’s United Kingdom National Insurance Contribution in respect of the grant, exercise, release or assignment of any Option or the acquisition, sale or other disposition of any Stock issued upon exercise of an Option and the Company or any Subsidiary may require, as a condition of exercise, that any liability it has to account for United Kingdom income tax under the Pay As You Earn system and employer or employee National Insurance Contributions or any other federal, state or local tax withholding obligation relating to the exercise or acquisition of Stock under an option be satisfied by (in addition to the Company’s or Subsidiary’s right to withhold from any compensation paid or payable to the optionee an amount sufficient to satisfy such withholding obligations;) the optionee’s tender of a cash payment in the minimum amount sufficient to satisfy such withholding obligations;.

               4.      Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Delaware but mandatory provisions of United Kingdom law may be applied.

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BIO-RAD LABORATORIES, INC.
2003 STOCK OPTION PLAN

APPENDIX
FOR ITALY

               1.     Application.  This Appendix shall apply only in relation to Options granted to eligible Employees residing and providing services in Italy.

               2.     Definitions.  Unless otherwise defined herein, definitions as set out in Article I of the Plan are applicable to this Appendix.

               3.     Ownership Limitation.  Options may be granted to purchase an aggregate of shares, including any shares already held, owned or possessed by each optionee, not exceeding more than 10% of the voting rights in the ordinary shareholders’ meeting of the Company or more than 10% of the capital or equity of the Company.

 If an Optionee shall acquire after the date of grant of an Option a number of shares that, if added to the number of shares under Option, would exceed more than 10% of the voting rights in the ordinary shareholders’ meeting of the Company or more than 10% of the capital or equity of the Company, he or she shall immediately inform the Company, and the portion of his or her Option in excess of such limits shall not be exercisable. In case of breach of this obligation by the Optionee, he or she shall keep the Company and any Subsidiary harmless and indemnified from any possible cost incurred as a consequence of the exercise of the portion of Option exceeding the above referred limits.

               4.     Exercise Price.  The exercise price per share of Stock shall be not less than the higher of the following amounts:B-1

               5.     Consequences of Exercise.  Any possible positive difference between the exercise price per share of Stock paid upon the exercise of the Option and the fair market price of those shares at that moment and, in general, any and all benefits granted to any optionee pursuant to the Plan and this Appendix:

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               6.      Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Delaware but mandatory provisions of the laws of Italy may be applied.

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BIO-RAD LABORATORIES, INC.
2003 STOCK OPTION PLAN

APPENDIX
FOR FRANCE

               1.     Application.  This Appendix shall apply only in relation to Options granted to eligible Employees residing and providing services in France.

               2.     Definitions.  Unless otherwise defined herein, definitions as set out in Article I of the Plan are applicable to this Appendix.

               3.     Specific Conditions Applying to Options Granted to Eligible Employees under this Appendix.

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               4.     Exercise Limitations.  No Option may be exercised prior to the expiration of a minimum period of one year following the date of grant.  In addition, the shares of Stock acquired as a result of the exercise of all or part of the Option cannot be transferred by an optionee before the expiration of a three-year period which shall start running as from the expiration of the above mentioned period of one year.

               5.     Transfer Restrictions.  The shares of Common Stock acquired as a result of the exercise of the Option may however be immediately transferred upon the occurrence of one of the events referred to under Article 91-bis of appendix II to the French General Tax Code, i.e., the dismissal, retirement, disability or death of the eligible Employee.  In case of dismissal or retirement, the exception to the non-transferability deadline of the shares of Common Stock shall be subject to the condition that the Option shall have been exercised at least three months before the dismissal or the retirement.

               6.     Modifications of Exercise Price.  The Option exercise price shall be determined on the date of grant.  Any adjustment made to the Option exercise price and/or the number of Options awarded under this Appendix, shall not provide more advantages to the optionee than those which would result from any adjustments that would be made in accordance with the provisions of Article L 225-181 of the French business code (Code de Commerce).

               7.     Payment.  The consideration to be paid for the shares of Stock to be issued upon exercise of an Option may consist of (1) cash (2) check, or (3) any combination of the foregoing methods of payment.

               8.     Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Delaware but mandatory provisions of the laws of France may be applied.

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APPENDIX BC

Proxy

Class A Common Stock

BIO-RAD LABORATORIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

April 29, 200327, 2004

The undersigned does hereby appoint DAVIDNORMAN 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”(the “Company”) of record in the name of the undersigned at the close of business on March 4, 2003,1, 2004, at the Annual Meeting of Stockholders, to be held at the Company’s corporate offices, 1000 Alfred Nobel Drive, Hercules, California 94547, on Tuesday, April 29, 200327, 2004 at 4:00 p.m., Pacific Daylight Time, and at any adjournments or postponements thereof:

PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY

USING THE ENCLOSED ENVELOPE

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

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

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.)

    For             Against             Abstain

     [_]               [_]                     [_]

    For             Against             Abstain

     [_]               [_]                     [_]

Dated: