Managing Partner in New York in 1994 and finally in 1999 to Chairman and Chief Executive Officer. Mr. Roedel currently serves as director of Take-Two Interactive Software, Inc. and Brightpoint, Inc.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR THE
ELECTIONRE-ELECTION OF MESSRS. JAMESRICHARD W. P. REID-ANDERSON, JEFFREY D. BENJAMINROEDEL AND
ALAN S. COOPERSAMUEL K. SKINNER AS CLASS 13 DIRECTORS

Proposal 2—Amendment to Dade Behring's ThirdBehring’s Fourth Amended and Restated
Certificate of Incorporation to Increase the Number of
Authorized Shares of Common Stock and Preferred Stock

The Board of Directors has authorized, and recommends for your approval, an amendment to Dade Behring's ThirdBehring’s Fourth Amended and Restated Certificate of Incorporation, increasing the number of authorized shares of common stock from 5065 million to 65150 million shares, par value $.01 per share. In addition, the proposed amendment would proportionately increase the number of shares of preferred stock of Dade Behring from 50,00065,000 shares to 65,000150,000 shares, par value $.01 per share. A copy of the proposed Certificate of Amendment is attached to this proxy statement as Appendix A.

On AprilMarch 1, 2003,2005, of the 50,050,00065,065,000 authorized shares of the Company, a total of 40,039,06744,025,162 shares of common stock were outstanding and 8,293,1247,717,569 shares of common stock were reserved for potential issuance in connection with our stock incentive plans. No shares of preferred stock are currently outstanding and all of the authorized shares of preferred stock are reserved for issuance as Series A Junior Participating Preferred Stock for the purposes of Dade Behring'sBehring’s rights agreement. A total of 13,322,269 shares of common stock are authorized, unissued and not reserved for issuance.

Although there are sufficient shares available to permit all presently contemplated issuances, the Board believes that the proposed amendment is in the best interests of the Company and its shareholders.shareholders because the Company currently has a limited number of authorized and unissued shares that are not reserved for issuance. The proposed amendmentincrease in Dade Behring’s authorized share capital will provide Dade Behring with flexibility of action in the future by assuring there will be sufficient authorized but unissued shares of common stock available for issuance in connection with a primary offering of common stock, a stock split, acquisitions of the stock or assets of another company, employee benefit plans and other general corporate purposes without the necessity of further shareholder action at any special or annual meeting. The Board will determine whether, when and on what terms the issuance of shares of common stock may be warranted in connection with any of the foregoing purposes. Dade Behring has no immediate plans, arrangements, commitments or understandings with respect to the issuance of any of the additional shares of common stock that would be authorized by the proposed amendment. In addition, the proposed increase in the number of authorized shares of preferred stock will be necessary to accommodate Dade Behring'sBehring’s obligation to issue additional preferred stock purchase rights, and reserve additional shares of Series A Junior Participating Preferred Stock, pursuant to its rights agreement as a result of the increase in the number of authorized shares of common stock.

An increase in the authorized shares of common stock could, under certain circumstances, have an anti-takeover effect. For example, if the Board issues additional shares in the future, such issuance could dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, a tender offer, proxy contest or an extraordinary transaction opposed by the Board of Directors. This proposal to increase the number of authorized shares is prompted by business and financial reasons and is not in response to any effort of which the Company is aware to accumulate the Company’s common stock or obtain control of the Company. Nevertheless, shareholders should be aware that approval of the proposal could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which shareholders might otherwise receive a premium for their shares over current market prices. All of the additional shares of preferred stock to be authorized will be reserved for issuance as Series A Junior Participating Preferred Stock for the purposes of Dade Behring’s rights agreement which the Governance Committee and the Board of Directors reviews from time to time.

If the proposed amendment is approved, the additional shares of common stock will be available for issuance from time to time without further action by shareholders (unless required by applicable law, regulatory agencies or by the rules of any stock market on which Dade Behring'sBehring’s shares of common stock may then be listed) and without first offering more shares to shareholders. Shareholders do not have pre-emptive rights with respect to the common stock or preferred stock. The issuanceshares of common stock or preferred stock or securities convertible into common stock or preferred stock, on other than a pro rata basis would result in the dilution of a present shareholder's percentage interest in Dade Behring.to be authorized.

        Dade Behring has not proposed the increase in the authorized number of shares of common stock with the intention of using the additional shares for anti-takeover purposes, although the Company could theoretically use the additional shares to make it more difficult or to discourage an attempt to acquire control of Dade Behring. As of this date, Dade Behring is unaware of any pending or threatened efforts to acquire control of the Company.

The proposed amendment provides that Section 1 of Article Four of the Company's ThirdCompany’s Fourth Amended and Restated Certificate of Incorporation be amended in its entirety to read as follows:

(1) The total number of shares of all classes of stock which the corporation shall have authority to issue is 65,065,000,150,150,000, consisting of (1) 65,000,000150,000,000 shares of Common Stock, par value $.01 per share,

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CORPORATE GOVERNANCE AND RELATED MATTERS

BOARD OF DIRECTORS' MEETINGS, COMMITTEES AND FEES

        Our Board of Directors held ten meetings during

Dade Behring is managed under the year ended December 31, 2002. During 2002, eachdirection of our current directors attended 75% or morea seven member Board of the meetings of the Board held during the period for which he has been a director and attended 75% or more of the meetings of committees of the Board on which he served held during the period for which he served. Among the standing committees ofDirectors. In fulfilling its duties, the Board of Directors areand its committees oversee the corporate governance of Dade Behring, oversee and advise management in developing our financial and business goals, evaluate management’s performance in pursuing and achieving those goals, and oversee our public disclosures and the disclosure processes. During fiscal 2004, the Board held six meetings. Mr. Roedel did not attend one of the  Board meetings. Mr. Skinner did not attend two Board meetings and one of the Audit Committee meetings. Each of the other directors attended 100% of all Board and applicable Committee meetings.

Our policy on director attendance at annual meetings calls for directors to be invited but not required to attend Dade Behring’s annual meetings of  shareholders. Messrs. Anderson, Andress, Benjamin, Cooper, Roedel and Reid-Anderson attended the 2004 Annual Meeting of Shareholders.

Executive sessions of non-management directors are generally held incident to regular Board meetings. The non-management directors have not designated a lead director; instead, executive sessions are led by the committee chairs or other director proposing the agenda item. Any non-management director can propose agenda items or request that an additional executive session be scheduled.

Independence

The Board of Directors has determined that each of the six non-management directors, including all members of the Audit, Compensation and Governance Committees are “independent” as defined by applicable listing standards of The Nasdaq Stock Market currently in effect and approved by the Securities and Exchange Commission (the “SEC”), and all applicable rules and regulations of the SEC, and that each is an “outside director” for purposes of Rule 162(m) of the Internal Revenue Code of 1986, as amended.

Financial Expertise

The Board of Directors has determined that two members of the Audit Committee, Richard W. Roedel and Samuel K. Skinner, possess the attributes to be considered financially sophisticated for purposes of Applicable Nasdaq Marketplace Rules and that Richard W. Roedel has the background to be considered  an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Board Committees

Our Board has the following three standing committees: Audit Committee, Compensation Committee and the Governance Committee, which in addition toalso serves as the nominating committee. Each committee operates under a written charter adopted by the Board. The membership during the last fiscal year, the function of each of the committees and where you can find a copy of its other functions, acts as a nominating committee.charter are described below.

Audit Committee

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of our internal audit function and the work of our independent registered public accounting firm, and risk assessment and risk management. Among other things, the Audit Committee: prepares the Audit Committee report for inclusion in this proxy statement; annually reviews the Audit Committee charter and the committee’s performance; appoints, evaluates and determines the compensation of the independent registered public accounting firm; reviews the scope of the annual audit, the audit fee and the financial statements; pre-approves all audit and permissible non-audit services to be provided by our independent registered public

accounting firm; reviews Dade Behring’s disclosure controls and procedures, including internal control over financial reporting, information security policies, the internal audit function, and corporate policies with respect to financial information; establishes procedures for the receipt, retention and treatment of complaints to Dade Behring regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by our employees of accounting or auditing concerns; oversees investigations into complaints concerning financial matters; approves any related party transactions; and reviews other risks that may have a significant impact on the Company’s financial statements. The Audit Committee works closely with management as well as our independent registered public accounting firm. The Audit Committee has the authority to obtain advice and assistance from, and receives appropriate funding from Dade Behring for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

The members of the Audit Committee are Richard W. Roedel (Chairperson), N. Leigh Anderson, Ph.D. and Bradley G. Pattelli. All membersSamuel K. Skinner. The report of the Audit Committee meet the independence requirements of the National Association of Securities Dealers rules. The Audit Committee, among other things provides assistance to the Board of Directors in its oversight of:

•

the integrity of the Company's financial statements and the related public reports, disclosures and regulatory filings in which they appear;



•

the systems of internal control over financial reporting, operations, and legal/regulatory compliance;



•

the performance, qualifications and independence of the Company's independent auditors;



•

the performance, qualifications and independence of the Company's internal audit function; and



•

compliance with the Company's ethics policies and applicable legal and regulatory requirements.

        The Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee reviews and reassesses the adequacy of this charter at least annually. A copy of the written charter is attached as Appendix D to this proxy statement.begins on page 11. The Audit Committee held sixseven meetings including two telephonic meeting during 2004. The charter of the Audit Committee is available under the Corporate Governance heading on the Investors Relations Section of our website at www.dadebehring.com.

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during 2002. See "Audit Committee Information—Report of Audit Committee" on page    for more information.

Compensation Committee

Principal responsibilities of the Compensation Committee, as outlined in its charter, are to review and approve overall compensation programs including base salary, short-term and long-term incentive awards for the Company’s senior management and Chief Executive Officer, to approve all senior management and the Chief Executive Officer employment contracts, to review and evaluate the performance of the Chief Executive Officer, and to review management’s succession planning and management development recommendations. The charter of the Compensation Committee is available under the Corporate Governance heading on the Investors Relations Section of our website at www.dadebehring.com.

The Compensation Committee consists exclusively of non-employee members of the Board of Directors. The members of the Compensation Committee are James G. Andress (Chairperson), Jeffrey D. Benjamin and Alan S. Cooper. The Compensation Committee among other things: (i) reviews and approves all compensation programs forheld eight meetings including three telephonic meetings during 2004. The Report on Executive Compensation by the chief executive officer and senior managementCompensation Committee begins on page 15.

Governance Committee

The Governance Committee: identifies individuals qualified to become Board members, consistent with criteria approved by the Board; oversees the organization of the Company,Board to discharge the Board’s duties and responsibilities properly and efficiently; and identifies best practices and recommends corporate governance principles, including base salarygiving proper attention and short-termmaking effective responses to shareholder concerns regarding corporate governance. Other specific duties and long-term incentiveresponsibilities of the Governance Committee include: annually assessing the size, composition and compensation plans, including stock options; (ii) prepares reportsof the Board; developing Board membership qualifications; defining specific criteria for director independence; monitoring compliance with Board and Board committee membership criteria; annually reviewing and recommending directors for continued service; coordinating and assisting management and the annual proxy statement; (iii) reviewsBoard in recruiting new members to the Board; annually, and approves annual changes intogether with the chief executive officer's and each senior executive officer's compensation, including base salary and short-term and long-term incentive awards, and approves all senior management employment contracts; (iv) annually reviewsChairman of the Compensation Committee, evaluating the performance of the chief executive officerChairman of the Board and (v) reviews management's succession planningCEO and management development recommendations. The Compensationpresenting the results of the review to the Board and to the Chairman and CEO; reviewing and recommending proposed changes to Dade Behring’s charter and bylaws and Board committee charters; laws and Board committee charters; assessing periodically and recommending action with respect to shareholder rights plans or other shareholder protections; recommending Board committee assignments; reviewing and approving any employee director standing for election for outside for-profit boards of directors; reviewing

governance-related shareholder proposals and recommending Board responses; overseeing the evaluation of the Board and management; conducting a preliminary review of director independence and the financial literacy and expertise of Audit Committee held seven meetings during 2002. See "Executive Compensation and Other Information" on page    .members.

Governance Committee

The members of the Governance Committee are Alan S. Cooper (Chairperson), James G. Andress and Jeffrey D. Benjamin. Among other functions,The Governance Committee held five meetings during 2004. The Corporate Governance Manual is available under the Corporate Governance heading on the Investors Relations Section of our website at www.dadebehring.com.

Consideration of Director Nominees

Shareholder Nominees

The policy of the Governance Committee: (i) studies and makes recommendations concerningCommittee is to consider properly submitted shareholder nominations for candidates for membership on the size and composition of the Board of Directors and its committee structure; (ii) recommends persons to be nominated by the Board of Directors for election as directors of the Company; (iii) considers nominees recommended by shareholders for election as directors of the Company; and (v) has general responsibility for the Company's corporate governance activities.Board. Recommendations by shareholders for director nominees should be forwarded to the Corporate Secretary and should identify the nominee by name and provide detailed information concerning his or her qualifications. The Company'sCompany’s bylaws require that shareholders give advance notice and furnish certain information to the Company in order to nominate a person for election as a director. See the discussion under "Shareholder Proposals"the question “How may a shareholder make a proposal or nominate a candidate for election as a director” on page . 3 of this proxy statement.

Director Qualifications

The Dade Behring Corporate Governance Manual contains Board membership criteria that apply to Governance Committee-recommended nominees for a position on our Board. Under these criteria, members of the Board should have the highest professional and personal ethics and values, consistent with longstanding Dade Behring values and operating principles. They should have demonstrated management ability at high levels in successful organizations. They should have expertise germane to Dade Behring’s operations in a global setting and to provide insight and practical wisdom based on experience. They should have sufficient time to carry out their obligations as a director and limit their service on other boards to a number that permits them, given their individual circumstances, to perform responsibly all director duties. They should be committed to enhancing shareholder value. Each director must represent the interests of all shareholders.

Identifying and Evaluating Nominees for Directors

The Governance Committee held fourutilizes a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through current Board members, professional search firms, shareholders or other persons. These candidates are evaluated at regular or special meetings of the Governance Committee, and may be considered at any point during 2002.the year.

Director CompensationCommunications with Directors

In order to provide security holders and other interested parties with a direct and open line of communication, the Board has adopted the following procedures for communications to directors.

Shareholders and other interested persons may communicate with the Chairs or other members of our Audit, Compensation or Governance Committees by using the following e-mail addresses:  Audit

Committee (auditchair@dadebehring.com)  Compensation Committee (compchair@dadebehring.com) and Governance Committee (govchair@dadebehring.com).

DIRECTOR COMPENSATION

Directors who are not employees of the Company each received an annual cash retainer of $40,000$50,000 during 2002.2004 and will receive an annual cash retainer of $55,000 during 2005. Mr. Roedel received aan additional $15,000 annual retainer in 2004 for his services as Audit Committee Chair. Beginning in 2005, the Audit Committee Chair will receive an additional $20,000 annual retainer and each Audit committee member will receive an additional $5,000 annual retainer. Mr. Andress and Mr. Cooper each received aan additional $5,000 annual retainer during 2004 for their respective services as Compensation Committee Chair and Governance Committee Chair.

The retainers are paid in quarterly installments in advance. In addition,Eligible directors are reimbursedmay defer receipt of director’s fees otherwise payable to them and invest those fees in common stock units provided for meeting expenses.

        On October 24, 2002, the Board of Directors approvedunder the Dade Behring 2002 DirectorNonemployee Directors’ Deferred Stock Option PlanCompensation Plan. Directors were reimbursed for nonemployee directors. Under the plan, eachexpenses incurred as a result of attendance at Board or Committee meetings.

Each nonemployee director serving in 2002 received an inaugurala grant of options in 2002 to purchase 25,000 shares of common stock. The exercise price for such stock options is $14.72. Approximately one-third of eachsuch option grant will vestvested on October 3, 2003, approximately an additional one-third will vestvested on October 3, 2004 and each option grant will become fully vested on October 3, 2005. Upon becoming a director in February, 2004, Mr. Skinner was granted an option to purchase 25,000 shares of common stock under the Dade Behring 2004 Incentive Compensation Plan, subject to approval of that plan by shareholders which occurred at the 2004 annual meeting. Approximately one-third of such option grant vested as of February 18, 2004, approximately an additional one-third vested on October 3, 2004 and the grant will become fully vested on October 3, 2005.

14We are considering providing each person upon first being appointed or elected a director, after January 1, 2005, options equal to a value (based on Black Scholes or binomial model) of $250,000 on the date of grant. Such options will vest in equal installments on the first, second and third anniversary of the grant date and have an exercise price equal to the fair market value of the Company’s shares on the grant date. We are also considering providing that each director, upon completion of three full years of service, will become eligible on the October 1st following completion of three years of service and each October 1st thereafter, for a restricted stock unit award equal to the value of $65,000 per year. The number of restricted stock units awarded will be determined quarterly by dividing $16,250 by the fair market value of the Company’s shares on the first day of each quarter. The restricted stock units will vest on the first, second and third anniversary of the date the director becomes eligible for the award. The director stock options and restricted stock units will be granted and administered under the Dade Behring 2004 Incentive Compensation Plan.

AUDIT COMMITTEE INFORMATION

The following "Report“Report of Audit Committee"Committee” shall not be deemed to be "soliciting material"“soliciting material” or to be "filed"“filed” with the Securities and Exchange Commission or subject to Regulation 14A under the Securities Exchange Act of 1934, or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

Report of Audit Committee

The Audit Committee oversees the Company'sCompany’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal control. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements infor the Annual Reportfiscal year ended December 31, 2004 with management, including a discussion of the quality, not just the

acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with representatives of the Company'sCompany’s independent auditors,registered public accounting firm, who are responsible for expressing an opinion on the conformity of thosethe audited financial statements with accounting principles generally accepted accounting principles,in the United States, their judgments as to the quality, not just the acceptability, of the Company'sCompany’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards (including Statement on Auditing Standards No. 61, Codification of Statements on Auditing Standards, AU Section 380)., SAS 99 (Consideration of Fraud in a Financial Statement Audit) and applicable Securities and Exchange Commission rules. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditorsregistered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions With Audit Committees) and has discussed with the representatives of the independent auditorsregistered pubic accounting firm, the auditors' independence of that firm and its representatives from management and the Company. The Audit Committee has also considered the compatibility of the provision of permissible nonaudit services with the auditors'such firm’s independence.

The Audit Committee discussed with the Company'sCompany’s internal auditors and the independent auditorsregistered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and representatives of independent auditors,registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company'sCompany’s internal control over financial reporting, and the overall quality of the Company'sCompany’s financial reporting. The Audit Committee held six meetings during fiscal year 2002.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20022004 for filing with the Securities and Exchange Commission. The Audit Committee has recommended to the Board of Directors the selection of the Company's independent auditors.

AUDIT COMMITTEE
Richard W. Roedel, Chairperson
N. Leigh Anderson, Ph.D., Committee Member
Bradley G. Pattelli,Samuel K. Skinner, Committee Member

Independent AuditorRegistered Public Accounting Firm Information

Fees Billed to Dade Behring by PricewaterhouseCoopers LLP During Years Ended December 31, 2001 and 2002

Audit Fees

        The aggregate fees billed to Dade Behring by its independent auditors, PricewaterhouseCoopers LLP ("PwC"), for professional services rendered in connection withaudited the audit of Dade Behring'sCompany’s financial statements presented in Dade Behring's Annual Report on Form 10-K totaled $3.9 million

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