Exhibit (10)-w
                                BAUSCH & LOMB INCORPORATED

                          EXECUTIVE DEFERRED COMPENSATION PLAN

                                    Amendment No. 1



     Pursuant to Section 12, the Plan is amended, effective
     January 1, 2000, as follows:

     1.   Section 7(d) is amended by deleting the first sentence
          thereof and substituting in its place the following:


          Earnings/losses on Investment Accounts hypothetically
          invested in mutual funds or other assets for which
          daily pricing is available ("Daily-Priced Investments")
          shall be valued daily in accordance with the relevant
          terms and conditions of the Daily-Priced Investments.
          Earnings/losses on Investment Accounts hypothetically
          invested in investments other than Daily-Priced
          Investments shall be credited effective on the last
          business day of each month.


     2.   Section 7(f) is amended by deleting the first clause
          thereof and substituting in its place the following:


          A participant may elect to reallocate amounts already
          in his/her Investment Accounts among the various
          Investment Accounts at such times and in accordance
          with such procedures as the Plan Administrator may in
          its sole discretion, prescribe;


     3.   Section 8(d) is amended by adding to the end thereof
          the following new paragraph:


          A Participant may make a change in the form of payment
          from the form previously elected to any other form
          permitted under the Plan at any time up to 24
          months prior to the date payments commence.  Any change
          elected within 24 months of a participant's payment
          commencement date shall be disregarded.



Dated ________________             BAUSCH & LOMB INCORPORATED




                              By______________________________




                              Title_____________________________