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                                                    Exhibit 4.6










                 REGISTRATION RIGHTS AGREEMENT


                 Dated as of February 17, 2000

                          by and among

                   BIO-RAD LABORATORIES, INC.


                              and


                    WARBURG DILLON READ LLC
                     ABN AMRO INCORPORATED








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     This  Registration  Rights Agreement (this  "Agreement")  is
made  and entered into as of February 17, 2000, by and among  (i)
Bio-Rad   Laboratories,   Inc.,  a  Delaware   corporation   (the
"Company"),  and  (ii)  Warburg Dillon  Read  LLC  and  ABN  AMRO
Incorporated  (each an "Initial Purchaser" and collectively,  the
"Initial  Purchasers"), each of whom has agreed to  purchase  the
Company's  11-5/8% Series A Senior Subordinated Notes due 2007  (the
"Series  A Notes") pursuant to the Purchase Agreement (as defined
below).

     This  Agreement is made pursuant to the Purchase  Agreement,
dated  February 14, 2000 (the "Purchase Agreement"), by and among
the  Company and the Initial Purchasers.  In order to induce  the
Initial  Purchasers to purchase the Series A Notes,  the  Company
has  agreed to provide the registration rights set forth in  this
Agreement.   The  execution and delivery of this Agreement  is  a
condition to the obligations of the Initial Purchasers set  forth
in Sections 2 and 3 of the Purchase Agreement.  Capitalized terms
used  herein  and  not otherwise defined shall have  the  meaning
assigned  to  them  in the Indenture, dated  February  17,  2000,
between the Company and Norwest Bank Minnesota, N.A., as Trustee,
relating  to  the  Series A Notes and the  Series  B  Notes  (the
"Indenture").

     The parties hereby agree as follows:

     Section 1.     Definitions.  As used in this Agreement,  the
following capitalized terms shall have the following meanings:

     Act:  The Securities Act of 1933, as amended.

     Affiliate:  As defined in Rule 144 of the Act.

     Broker-Dealer:   Any broker or dealer registered  under  the
Exchange Act.

     Certificated  Securities:  Definitive Notes, as  defined  in
the Indenture.

     Closing Date:  The date hereof.

     Commission:  The Securities and Exchange Commission.

     Consummate:  An Exchange Offer shall be deemed "Consummated"
for  purposes of this Agreement upon the occurrence  of  (a)  the
filing  and  effectiveness under the Act of  the  Exchange  Offer
Registration  Statement relating to the  Series  B  Notes  to  be
issued  in  the  Exchange  Offer, (b)  the  maintenance  of  such
Exchange Offer Registration Statement continuously effective  and
the keeping of the Exchange Offer open for a period not less than
the  period required pursuant to Section 3(b) hereof and (c)  the
delivery  by the Company to the Registrar under the Indenture  of
Series  B  Notes in the same aggregate principal  amount  as  the
aggregate principal amount of Series A Notes tendered by  Holders
thereof pursuant to the Exchange Offer.

     Consummation Deadline:  As defined in Section 3(b) hereof.

     Effectiveness Deadline:  As defined in Section 3(a) and 4(a)
hereof.

     Exchange  Act:   The Securities Exchange  Act  of  1934,  as
amended.

     Exchange Offer:  The exchange and issuance by the Company of
a  principal amount of Series B Notes (which shall be  registered
pursuant  to the Exchange Offer Registration Statement) equal  to
the  outstanding  principal amount of Series  A  Notes  that  are
tendered  by  such Holders in connection with such  exchange  and
issuance.

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     Exchange  Offer  Registration Statement:   The  Registration
Statement  relating to the Exchange Offer, including the  related
Prospectus.

     Exempt  Resales:   The  transactions in  which  the  Initial
Purchasers  propose  to  sell  the  Series  A  Notes  to  certain
"qualified institutional buyers," as such term is defined in Rule
144A under the Act and pursuant to Regulation S under the Act.

     Filing  Deadline:   As  defined in Sections  3(a)  and  4(a)
hereof.

     Holders:  As defined in Section 2 hereof.

     Prospectus:   The  prospectus  included  in  a  Registration
Statement  at  the time such Registration Statement  is  declared
effective,   as   amended  or  supplemented  by  any   prospectus
supplement  and by all other amendments thereto, including  post-
effective  amendments, and all material incorporated by reference
into such Prospectus.

     Recommencement Date: As defined in Section 6(d) hereof.

     Registration Default:  As defined in Section 5 hereof.

     Registration Statement:  Any registration statement  of  the
Company relating to (a) an offering of Series B Notes pursuant to
an  Exchange Offer or (b) the registration for resale of Transfer
Restricted   Securities  pursuant  to  the   Shelf   Registration
Statement,  in  each  case, (i) that is  filed  pursuant  to  the
provisions  of  this Agreement and (ii) including the  Prospectus
included   therein,   all  amendments  and  supplements   thereto
(including  post-effective  amendments)  and  all  exhibits   and
material incorporated by reference therein.

     Regulation S: Regulation S promulgated under the Act.

     Rule 144: Rule 144 promulgated under the Act.

     Series   B  Notes:   The  Company's  11%  Series  B  Senior
Subordinated  Notes  due  2009  to  be  issued  pursuant  to  the
Indenture:  (i) in the Exchange Offer or (ii) as contemplated  by
Section 4 hereof.

     Shelf  Registration  Statement:  As  defined  in  Section  4
hereof.

     Suspension Notice:  As defined in Section 6(d) hereof.

     TIA:  The  Trust  Indenture Act of 1939 (15  U.S.C.  Section
77aaa-77bbbb) as in effect on the date of the Indenture.

     Transfer  Restricted Securities: Each Series A  Note,  until
the earliest to occur of (a) the date on which such Series A Note
is  exchanged in the Exchange Offer for a Series B Note which  is
entitled to be resold to the public by the Holder thereof without
complying with the prospectus delivery requirements of  the  Act,
(b) the date on which such Series A Note has been disposed of  in
accordance   with  a  Shelf  Registration  Statement   (and   the
purchasers thereof have been issued Series B Notes), or  (c)  the
date  on  which such Series A Note is distributed to  the  public
pursuant  to  Rule 144 under the Act or may be  sold  under  Rule
144(k)  under  the Act (and purchasers thereof have  been  issued
Series  B  Notes) and each Series B Note until the date on  which
such Series B Note is disposed of by a Broker-Dealer pursuant  to
the  "Plan  of  Distribution" contemplated by the Exchange  Offer
Registration Statement (including the delivery of the  Prospectus
contained therein).

<PAGE>

     Section 2.     Holders.  A Person is deemed to be a holder of
Transfer  Restricted Securities (each, a "Holder") whenever  such
Person owns Transfer Restricted Securities.

     Section 3.     Registered Exchange Offer.

          (1)  Unless the Exchange Offer shall not be permitted by
     applicable federal law (after the procedures set forth in Section
     6(a)(i) below have been complied with), the Company shall (i)
     cause the Exchange Offer Registration Statement to be filed with
     the Commission as soon as practicable after the Closing Date, but
     in no event later than 90 days after the Closing Date (such 90th
     day being the "Filing Deadline"), (ii) use its best efforts to
     cause  such Exchange Offer Registration Statement to  become
     effective at the earliest possible time, but in no event later
     than 180 days after the Closing Date (such 180th day being the
     "Effectiveness  Deadline"), (iii)  in  connection  with  the
     foregoing, (A) file all pre-effective amendments to such Exchange
     Offer Registration Statement as may be necessary in order to
     cause  it  to  become effective, (B) file, if applicable,  a
     post-effective amendment to such Exchange Offer Registration
     Statement pursuant to Rule 430A under the Act and (C) cause all
     necessary filings, if any, in connection with the registration
     and qualification of the Series B Notes to be made under the Blue
     Sky  laws  of such jurisdictions as are necessary to  permit
     Consummation  of  the  Exchange Offer,  and  (iv)  upon  the
     effectiveness of such Exchange Offer Registration Statement,
     commence and Consummate the Exchange Offer.  The Exchange Offer
     shall be on the appropriate form permitting (i) registration of
     the Series B Notes to be offered in exchange for the Series A
     Notes that are Transfer Restricted Securities and (ii) resales of
     Series B Notes by Broker-Dealers that tendered into the Exchange
     Offer Series A Notes that such Broker-Dealer acquired for its own
     account as a result of market making activities or other trading
     activities (other than Series A Notes acquired directly from the
     Company or any of its Affiliates) as contemplated by Section 3(c)
     below.

          (2)  The Company shall use its best efforts to cause the Exchange
     Offer Registration Statement to be effective continuously, and
     shall keep the Exchange Offer open for a period of not less than
     the minimum period required under applicable federal and state
     securities laws to Consummate the Exchange Offer;  provided,
     however, that in no event shall such period be less than  20
     Business Days.  The Company shall cause the Exchange Offer to
     comply with all applicable federal and state securities laws.  No
     securities other than the Series B Notes (and guarantees thereof,
     if any) shall be included in the Exchange Offer Registration
     Statement.  The Company shall use its best efforts to cause the
     Exchange Offer to be Consummated on the earliest practicable date
     after  the Exchange Offer Registration Statement has  become
     effective, but in no event later than 30 Business Days thereafter
     (such 30th Business Day being the "Consummation Deadline").

          (3)  The Company shall include a "Plan of Distribution" section
     in the Prospectus contained in the Exchange Offer Registration
     Statement and indicate therein that any Broker-Dealer who holds
     Transfer Restricted Securities that were acquired for the account
     of such Broker-Dealer as a result of market-making activities or
     other trading activities (other than Series A Notes acquired
     directly from the Company or any Affiliate of the Company), may
     exchange such Transfer Restricted Securities pursuant to the
     Exchange Offer.  Such "Plan of Distribution" section shall also
     contain all other information with respect to such sales by such
     Broker-Dealers that the Commission may require in order to permit
     such sales pursuant thereto, but such "Plan of Distribution"
     shall not name any such Broker-Dealer or disclose the amount of
     Transfer Restricted Securities held by any such Broker-Dealer,
     except to the extent required by the Commission as a result of a
     change in policy, rules or regulations after the date of this
     Agreement.   See  the Shearman & Sterling no  action  letter
     (available July 2, 1993).

          Because  such  Broker-Dealer may be  deemed  to  be  an
     "underwriter"  within  the meaning  of  the  Act  and  must,
     therefore, deliver a prospectus meeting the requirements  of
     the Act in connection

<PAGE>

     with its initial sale of any Series B Notes received by such
     Broker-Dealer in the Exchange Offer, the Company shall permit the use of
     the Prospectus contained in the Exchange Offer Registration Statement by
     such Broker-Dealer to satisfy such prospectus delivery requirement.
     To the extent necessary to ensure that the Prospectus contained
     in  the  Exchange Offer Registration Statement is  available
     for  sales of Series B Notes by Broker-Dealers, the  Company
     agrees  to  use its best efforts to keep the Exchange  Offer
     Registration Statement continuously effective, supplemented,
     amended  and  current  as required by  and  subject  to  the
     provisions  of Section 6(a) and (c) hereof and in conformity
     with  the  requirements of this Agreement, the Act  and  the
     policies,  rules  and  regulations  of  the  Commission   as
     announced  from time to time, for a period of one year  from
     the  Consummation Deadline or such shorter  period  as  will
     terminate when all Transfer Restricted Securities covered by
     such Registration Statement have been sold pursuant thereto.
     The  Company shall provide sufficient copies of  the  latest
     version  of such Prospectus to such Broker-Dealers, promptly
     upon  request, and in no event later than one day after such
     request, at any time during such period.

     Section 4.     Shelf Registration.

          (1)  Shelf Registration.  If (i) the Exchange Offer is not
     permitted by applicable law (after the Company has complied with
     the procedures set forth in Section 6(a)(i) below) or (ii) if any
     Holder of Transfer Restricted Securities shall notify the Company
     within 20 Business Days following the Consummation Deadline that
     (A) such Holder was prohibited by law or Commission policy from
     participating in the Exchange Offer or (B) such Holder may not
     resell the Series B Notes acquired by it in the Exchange Offer to
     the public without delivering a prospectus and the Prospectus
     contained in the Exchange Offer Registration Statement is not
     appropriate or available for such resales by such Holder or (C)
     such Holder is a Broker-Dealer and holds Series A Notes acquired
     directly from the Company or any of its Affiliates, then the
     Company shall:

               (x)   cause  to be filed, on or prior to  30  days
          after  the earlier of (i) the date on which the Company
          determines   that   the  Exchange  Offer   Registration
          Statement cannot be filed as a result of clause  (a)(i)
          above  and (ii) the date on which the Company  receives
          the  notice  specified in clause (a)(ii)  above,  (such
          earlier   date,   the  "Filing  Deadline"),   a   shelf
          registration statement pursuant to Rule 415  under  the
          Act  (which  may be an amendment to the Exchange  Offer
          Registration   Statement   (the   "Shelf   Registration
          Statement")),  relating  to  all  Transfer   Restricted
          Securities, and

               (y)   shall  use their respective best efforts  to
          cause  such  Shelf  Registration  Statement  to  become
          effective  on  or  prior to 60 days  after  the  Filing
          Deadline  for  the Shelf Registration  Statement  (such
          60th day the "Effectiveness Deadline").

          If,  after  the  Company has filed  an  Exchange  Offer
     Registration  Statement that satisfies the  requirements  of
     Section 3(a) above, the Company is required to file and make
     effective a Shelf Registration Statement solely because  the
     Exchange Offer is not permitted under applicable federal law
     (i.e., clause (a)(i) above), then the filing of the Exchange
     Offer Registration Statement shall be deemed to satisfy  the
     requirements  of clause (x) above; provided  that,  in  such
     event,  the  Company  shall remain  obligated  to  meet  the
     Effectiveness Deadline set forth in clause (y).

          To  the  extent  necessary to  ensure  that  the  Shelf
     Registration  Statement is available for sales  of  Transfer
     Restricted Securities by the Holders thereof entitled to the
     benefit  of  this  Section  4(a) and  the  other  securities
     required  to  be  registered  therein  pursuant  to  Section
     6(b)(ii)  hereof, the Company shall use its best efforts  to
     keep  any  Shelf  Registration Statement  required  by  this
     Section  4(a) continuously effective, supplemented,  amended
     and current as required by and subject to the provisions  of
     Sections  6(b)  and  (c) hereof and in conformity  with  the
     requirements  of this Agreement, the Act and  the  policies,
     rules  and  regulations of the Commission as announced  from

<PAGE>

     time  to  time,  for  a  period of at least  two  years  (as
     extended pursuant to Section 6(c)(i)) following the  Closing
     Date,  or  such  shorter period as will terminate  when  all
     Transfer   Restricted  Securities  covered  by  such   Shelf
     Registration Statement have been sold pursuant  thereto,  or
     otherwise cease to be Transfer Restricted Securities.

          (2)  Provision by Holders of Certain Information in Connection
     with the Shelf Registration Statement.  No Holder of Transfer
     Restricted Securities may include any of its Transfer Restricted
     Securities in any Shelf Registration Statement pursuant to this
     Agreement unless and until such Holder furnishes to the Company
     in writing, within 20 days after receipt of a request therefor,
     the information specified in Item 507 or 508 of Regulation S-K,
     as applicable, of the Act for use in connection with any Shelf
     Registration Statement or Prospectus or preliminary Prospectus
     included therein or Prospectus supplement thereto.  No Holder of
     Transfer Restricted Securities shall be entitled to liquidated
     damages pursuant to Section 5 hereof unless and until such Holder
     shall have provided all such information.  Each selling Holder
     agrees to promptly furnish additional information required to be
     disclosed in order to make the information previously furnished
     to the Company by such Holder not materially misleading.

     Section 5.     Liquidated Damages.

          (1)  If:

               (1)  any Registration Statement required by this Agreement is
                    not filed with the Commission on or prior to the
                    applicable Filing Deadline,

               (2)  any such Registration Statement has not been declared
          effective by the Commission on or prior to the applicable
          Effectiveness Deadline,

               (3)  the Exchange Offer has not been Consummated on or prior to
          the Consummation Deadline or

               (4)  any Registration Statement required by this Agreement is
          filed and declared effective but shall thereafter cease to be
          effective or fail to be usable for its intended purpose without
          being succeeded immediately by a post-effective amendment to such
          Registration Statement that cures such failure and that is itself
          declared effective immediately after filing such post-effective
          amendment to such Registration Statement (each such event
          referred to in clauses (i) through (iv), a "Registration
          Default"),

     then  the  Company hereby agrees to pay to  each  Holder  of
     Transfer  Restricted Securities affected thereby  liquidated
     damages  in an amount equal to $.05 per week per  $1,000  in
     principal amount of Transfer Restricted Securities  held  by
     such  Holder  for  each  week or portion  thereof  that  the
     Registration  Default continues for the first 90-day  period
     immediately  following the occurrence of  such  Registration
     Default.   The  amount  of  the  liquidated  damages   shall
     increase  by  an  additional $.05 per  week  per  $1,000  in
     principal  amount  of  Transfer Restricted  Securities  with
     respect   to  each  subsequent  90-day  period   until   all
     Registration  Defaults  have been cured,  up  to  a  maximum
     amount of liquidated damages of $.30 per week per $1,000  in
     principal   amount   of   Transfer  Restricted   Securities;
     provided, that the Company shall in no event be required  to
     pay  liquidated  damages  for  more  than  one  Registration
     Default at any given time.  Notwithstanding anything to  the
     contrary  set forth herein, (1) upon filing of the  Exchange
     Offer  Registration  Statement (and/or, if  applicable,  the
     Shelf Registration Statement), in the case of (i) above, (2)
     upon  the  effectiveness of the Exchange Offer  Registration
     Statement  (and/or,  if applicable, the  Shelf  Registration
     Statement), in the case of (ii) above, (3) upon Consummation
     of  the  Exchange Offer, in the case of (iii) above, or  (4)
     upon  the  filing  of  a  post-effective  amendment  to  the
     Registration   Statement   or  an  additional   Registration

<PAGE>

     Statement   that  causes  the  Exchange  Offer  Registration
     Statement  (and/or,  if applicable, the  Shelf  Registration
     Statement) to again be declared effective or made usable  in
     the  case of (iv) above, the liquidated damages payable with
     respect to the Transfer Restricted Securities as a result of
     such  clause (i), (ii), (iii) or (iv), as applicable,  shall
     cease.

          (2)  All accrued liquidated damages shall be paid to the Holders
     entitled thereto, in the manner provided for the payment  of
     interest in the Indenture, on each Interest Payment Date, as more
     fully  set  forth in the Indenture and the Series  A  Notes.
     Notwithstanding the fact that any securities for which liquidated
     damages are due cease to be Transfer Restricted Securities, all
     obligations of the Company to pay liquidated damages with respect
     to securities shall survive until such time as such obligations
     with respect to such securities shall have been satisfied in
     full.

     Section 6.     Registration Procedures.

          (1)  Exchange Offer Registration Statement.  In connection with
     the  Exchange Offer, the Company shall (x) comply  with  all
     applicable provisions of Section 6(c) below, (y) use its best
     efforts to effect such exchange and to permit the resale  of
     Series B Notes by Broker-Dealers that tendered in the Exchange
     Offer Series A Notes that such Broker-Dealer acquired for its own
     account as a result of its market making activities or other
     trading activities (other than Series A Notes acquired directly
     from  the  Company or any of its Affiliates) being  sold  in
     accordance with the intended method or methods of distribution
     thereof, and (z) comply with all of the following provisions:

               (1)  If, following the date hereof there has been announced a
          change in Commission policy with respect to exchange offers such
          as the Exchange Offer, that in the reasonable opinion of counsel
          to the Company raises a substantial question as to whether the
          Exchange Offer is permitted by applicable federal law, the
          Company hereby agrees to seek a no-action letter or other
          favorable decision from the Commission allowing the Company to
          Consummate an Exchange Offer for such Transfer Restricted
          Securities.  The Company hereby agrees to pursue the issuance of
          such a decision to the Commission staff level.  In connection
          with the foregoing, the Company hereby agrees to take all such
          other actions as may be requested by the Commission or otherwise
          required in connection with the issuance of such decision,
          including without limitation (A) participating in telephonic
          conferences with the Commission staff, (B) delivering to the
          Commission staff an analysis prepared by counsel to the Company
          setting forth the legal bases, if any, upon which such counsel
          has concluded that such an Exchange Offer should be permitted and
          (C) diligently pursuing a resolution (which need not be
          favorable) by the Commission staff.

               (2)  As a condition to its participation in the Exchange Offer,
          each Holder of Transfer Restricted Securities (including, without
          limitation, any Holder who is a Broker-Dealer) shall furnish,
          upon the request of the Company, prior to the Consummation of the
          Exchange Offer, a written representation to the Company (which
          may be contained in the letter of transmittal contemplated by the
          Exchange Offer Registration Statement) to the effect that (A) it
          is not an Affiliate of the Company, (B) it is not engaged in, and
          does not intend to engage in, and has no arrangement or
          understanding with any person to participate in, a distribution
          of the Series B Notes to be issued in the Exchange Offer and
          (C) it is acquiring the Series B Notes in its ordinary course of
          business.  As a condition to its participation in the Exchange
          Offer each Holder using the Exchange Offer to participate in a
          distribution of the Series B Notes shall acknowledge and agree
          that, if the resales are of Series B Notes obtained by such
          Holder in exchange for Series A Notes acquired directly from the
          Company or an Affiliate thereof, it (1) could not, under
          Commission policy as in effect on the date of this Agreement,
          rely on the position of the Commission enunciated in

<PAGE>

          Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon
          Capital Holdings Corporation (available May 13, 1988), as
          interpreted in the Commission's letter to Shearman & Sterling
          dated July 2, 1993, and similar no-action letters (including, if
          applicable, any no-action letter obtained pursuant to clause (i)
          above), and (2) must comply with the registration and prospectus
          delivery requirements of the Act in connection with a secondary
          resale transaction and that such a secondary resale transaction
          must be covered by an effective registration statement containing
          the selling security holder information required by Item 507 or 508,
          as applicable, of Regulation S-K.

               (3)  Prior to effectiveness of the Exchange Offer Registration
          Statement, the Company shall provide a supplemental letter to the
          Commission (A) stating that the Company is registering the
          Exchange Offer in reliance on the position of the Commission
          enunciated in Exxon Capital Holdings Corporation (available May
          13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991)
          as interpreted in the Commission's letter to Shearman & Sterling
          dated July 2, 1993, and, if applicable, any no-action letter
          obtained pursuant to clause (i) above, (B) including  a
          representation that the Company has not entered into any
          arrangement or understanding with any Person to distribute the
          Series B Notes to be received in the Exchange Offer and that, to
          the best of the Company's information and belief, each Holder
          participating in the Exchange Offer is acquiring the Series B
          Notes in its ordinary course of business and has no arrangement
          or  understanding with any Person to participate in the
          distribution of the Series B Notes received in the Exchange Offer
          and (C) any other undertaking or representation required by the
          Commission as set forth in any no-action letter obtained pursuant
          to clause (i) above, if applicable.

          (2)  Shelf Registration Statement.   In connection with the Shelf
          Registration Statement, the Company shall:

               (1)  comply with all the provisions of Section 6(c) below and
          use its best efforts to effect such registration to permit the sale
          of the Transfer Restricted Securities being sold in accordance
          with the intended method or methods of distribution thereof (as
          indicated in the information furnished to the Company pursuant to
          Section 4(b) hereof), and pursuant thereto the Company will
          prepare and file with the Commission a Registration Statement
          relating to the registration on any appropriate form under the
          Act, which form shall be available for the sale of the Transfer
          Restricted Securities in accordance with the intended method or
          methods of distribution thereof within the time periods and
          otherwise in accordance with the provisions hereof; and

               (2)  issue, upon the request of any Holder or purchaser of
          Series A Notes covered by any Shelf Registration Statement
          contemplated by this Agreement, Series B Notes having an aggregate
          principal amount equal to the aggregate principal amount of Series A
          Notes sold pursuant to the Shelf Registration Statement and
          surrendered to the Company for cancellation; the Company shall
          register Series B Notes on the Shelf Registration Statement for this
          purpose and issue the Series B Notes to the purchaser(s) of
          securities subject to the Shelf Registration Statement in the
          names as such purchaser(s) shall designate.

          (3)  General Provisions.  In connection with any Registration
     Statement and any related Prospectus required by this Agreement,
     the Company shall:

               (1)  use its best efforts to keep such Registration Statement
          continuously effective and provide all requisite financial
          statements for the period specified in Section

<PAGE>

          3 or 4 hereof, as applicable.  Upon the occurrence of any event that
          would cause any such Registration Statement or the Prospectus
          contained therein (A) to contain an untrue statement of material
          fact or omit to state any material fact necessary to make the
          statements therein not misleading or (B) not to be effective and
          usable for resale of Transfer Restricted Securities during the
          period required by this Agreement, the Company shall file promptly
          an appropriate amendment to such Registration Statement curing such
          defect, and, if Commission review is required, use its best
          efforts to cause such amendment to be declared effective as soon
          as practicable;

               (2)  prepare and file with the Commission such amendments and
          post-effective amendments to the applicable Registration
          Statement as may be necessary to keep such Registration Statement
          effective for the applicable period set forth in Section 3 or 4
          hereof, as the case may be; cause the Prospectus to  be
          supplemented by any required Prospectus supplement, and as so
          supplemented to be filed pursuant to Rule 424 under the Act, and
          to comply fully with Rules 424, 430A and 462, as applicable,
          under the Act in a timely manner; and comply with the provisions
          of the Act with respect to the disposition of all securities
          covered by such Registration Statement during the applicable
          period in accordance with the intended method or methods of
          distribution by the sellers thereof set forth  in  such
          Registration Statement or supplement to the Prospectus;

               (3)  advise each Holder promptly and, if requested by such
          Holder, confirm such advice in writing, (A) when the Prospectus
          or any Prospectus supplement or post-effective amendment has been
          filed, and, with respect to any applicable Registration Statement
          or any post-effective amendment thereto, when the same has become
          effective, (B) of any request by the Commission for amendments to
          the Registration Statement or amendments or supplements to the
          Prospectus or for additional information relating thereto, (C) of
          the issuance by the Commission of any stop order suspending the
          effectiveness of the Registration Statement under the Act or of
          the suspension by any state securities commission of the
          qualification of the Transfer Restricted Securities for offering
          or sale in any jurisdiction, or the initiation of any proceeding
          for any of the preceding purposes and (D) of the existence of any
          fact or the happening of any event that makes any statement of a
          material fact made in the Registration Statement, the Prospectus,
          any amendment or supplement thereto or any document incorporated
          by reference therein untrue, or that requires the making of any
          additions to or changes in the Registration Statement in order to
          make the statements therein not misleading, or that requires the
          making of any additions to or changes in the Prospectus in order
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading.  If at any time the
          Commission  shall issue any stop order  suspending  the
          effectiveness of the Registration Statement, or any state
          securities commission or other regulatory authority shall issue
          an order suspending the qualification or exemption from
          qualification of the Transfer Restricted Securities under state
          securities or Blue Sky laws, the Company shall use its best
          efforts to obtain the withdrawal or lifting of such order at the
          earliest possible time;

               (4)  subject to Section 6(c)(i), if any fact or event
          contemplated by Section 6(c)(iii)(D) above shall exist or have
          occurred, prepare a supplement or post-effective amendment to the
          Registration Statement or related Prospectus or any document
          incorporated therein by reference or file any other required
          document so that, as thereafter delivered to the purchasers of
          Transfer Restricted Securities, the Prospectus will not contain
          an untrue statement of a material fact or omit to state any
          material fact necessary to make the statements therein, in the
          light of the circumstances under which they were made, not
          misleading;

<PAGE>

               (5)  furnish to each Holder in connection with such exchange or
          sale, if any, before filing with the Commission, copies of any
          Registration Statement or any Prospectus included therein or any
          amendments or supplements to any such Registration Statement or
          Prospectus (including all documents incorporated by reference
          after the initial filing of such Registration Statement), which
          documents will be subject to the review and comment of such
          Holder in connection with such sale, if any, for a period of at
          least five Business Days, and the Company will not file any such
          Registration Statement or Prospectus or any amendment or
          supplement to any such Registration Statement or Prospectus
          (including all such documents incorporated by reference) to which
          such Holder shall reasonably object within five Business Days
          after the receipt thereof.  A Holder shall be deemed to have
          reasonably objected to such filing if such Registration
          Statement, amendment, Prospectus or supplement, as applicable, as
          proposed to be filed, contains an untrue statement of a material
          fact or omit to state any material fact necessary to make the
          statements therein not misleading or fails to comply with the
          applicable requirements of the Act;

               (6)  promptly prior to the filing of any document that is to be
          incorporated by reference into a Registration Statement or
          Prospectus, provide copies of such document to each Holder in
          connection with such exchange or sale, if any, make the Company's
          representatives available for discussion of such document and
          other customary due diligence matters, and include such
          information in such document prior to the filing thereof as such
          Holder may reasonably request;

               (7)  make available, at reasonable times, for inspection by
          each Holder and any attorney or accountant retained by such Holder,
          all financial and other pertinent corporate documents and records
          of the Company and cause the Company's officers, directors and
          employees to supply all information reasonably requested by any
          such Holder, attorney or accountant in connection with such
          Registration Statement or any post-effective amendment thereto
          subsequent to the filing thereof and prior to its effectiveness;

               (8)  if requested by any Holder in connection with such
          exchange or sale, promptly include in any Registration Statement or
          Prospectus, pursuant to a supplement or post-effective amendment
          if necessary, such information as such Holder may reasonably
          request to have included therein, including, without limitation,
          information relating to the "Plan of Distribution" of the
          Transfer Restricted Securities; and make all required filings of
          such Prospectus supplement or post-effective amendment as soon as
          practicable after the Company is notified of the matters to be
          included in such Prospectus supplement or post-effective
          amendment;

               (9)  furnish to each Holder in connection with such exchange or
          sale, without charge, at least one copy of the Registration
          Statement, as first filed with the Commission, and of each
          amendment thereto, including, if requested, all documents
          incorporated by reference therein and all exhibits (including
          exhibits incorporated therein by reference);

               (10) deliver to each Holder without charge, as many copies of
          the Prospectus (including each preliminary Prospectus) and any
          amendment or supplement thereto as such Holder reasonably may
          request; the Company hereby consents to the use (in accordance
          with law) of the Prospectus and any amendment or supplement
          thereto by each selling Holder  in connection with the offering
          and the sale of the Transfer Restricted Securities covered by the
          Prospectus or any amendment or supplement thereto;

               (11) upon the request of any Holder, enter into such agreements
          (including underwriting agreements) and make such representations
          and warranties and take all such

<PAGE>

          other actions in connection therewith in order to expedite or
          facilitate the disposition of the Transfer Restricted Securities
          pursuant to any applicable Registration Statement contemplated by
          this Agreement as may be reasonably requested by any Holder in
          connection with any sale or resale pursuant to any applicable
          Registration Statement.  In such connection, the Company shall:

                    (1)  upon request of any Holder, furnish (or in the case
               of paragraphs (A) and (B), use its best efforts to cause to be
               furnished) to each Holder, upon Consummation of the Exchange
               Offer or upon the effectiveness of the Shelf Registration
               Statement, as the case may be:

                         (1)  a certificate, dated such date, in the same form
                    as the certificate delivered upon closing of the
                    transactions contemplated by the Purchase Agreement and
                    signed on behalf of the Company by (x) the President or any
                    Vice President and (y) a principal financial or accounting
                    officer of the Company, confirming, as of the date thereof,
                    the matters set forth in Sections 6(w), 9(a) and 9(b) of
                    the Purchase Agreement and such other similar matters as
                    such Holder may reasonably request;

                         (2)  an opinion, dated the date of Consummation of
                    the Exchange Offer or the date of effectiveness of the
                    Shelf Registration statement, as the case may be, of
                    counsel for the Company covering matters similar to those
                    set forth in paragraph (e) of Section 9 of the Purchase
                    Agreement and such other matters as such Holder may
                    reasonably request, and in any event including a statement
                    to the effect that such counsel has participated in
                    conferences with officers and other representatives of the
                    Company, including representatives of the independent
                    public accountants for the Company, in connection with the
                    preparation of such Registration Statement and the related
                    Prospectus and have considered the matters required to be
                    stated therein and the statements contained therein,
                    although such counsel has not independently verified the
                    accuracy, completeness or fairness of such statements; and
                    that such counsel advises that, on the basis of the
                    foregoing (relying as to materiality to the extent such
                    counsel deems appropriate upon the statements of officers
                    and other representatives of the Company without
                    independent check or verification), no facts came to such
                    counsel's attention that caused such counsel to believe
                    that the applicable Registration Statement, at the time
                    such Registration Statement or any post-effective amendment
                    thereto became effective and, in the case of the Exchange
                    Offer Registration Statement, as of the date of
                    Consummation of the Exchange Offer,contained an untrue
                    statement of a material fact or omitted to state a material
                    fact required to be stated therein or necessary to make the
                    statements therein not misleading, or that the Prospectus
                    contained in such Registration Statement as of its date
                    and, in the case of the opinion dated the date of
                    Consummation of the Exchange Offer, as of the date of
                    Consummation, contained an untrue statement of a material
                    fact or omitted to state a material fact necessary in order
                    to make the statements therein, in the light of the
                    circumstances under which they were made, not misleading.
                    Without limiting the foregoing, such counsel may state
                    further that such counsel assumes no responsibility for,
                    and has not independently verified, the accuracy,
                    completeness or fairness of the financial statements, notes
                    and schedules and other financial data included or
                    incorporated by

<PAGE>

                    reference in any Registration Statement contemplated by
                    this Agreement or the related Prospectus; and

                         (3)  a customary comfort letter, dated the date of
                    Consummation of the Exchange Offer, or as of the date of
                    effectiveness of the Shelf Registration Statement, as the
                    case may be, from the Company's independent accountants, in
                    customary form and covering matters of the type customarily
                    covered in comfort letters to underwriters in connection
                    with underwritten offerings, and affirming the matters set
                    forth in the comfort letters delivered pursuant to Section
                    9(g) of the Purchase Agreement; and

                    (2)  deliver such other documents and certificates as may
               be reasonably requested by the selling Holders to evidence
               compliance with the matters covered in clause (A) above and with
               any customary conditions contained in any agreement entered into
               by the Company pursuant to this clause (xi);

               (12) prior to any public offering of Transfer Restricted
          Securities, cooperate with the selling Holders and their counsel
          in connection with the registration and qualification of the
          Transfer Restricted Securities under the securities or Blue Sky
          laws of such jurisdictions as the selling Holders may request and
          do any and all other acts or things necessary or advisable to
          enable the disposition in such jurisdictions of the Transfer
          Restricted Securities covered by the applicable Registration
          Statement; provided, however, that the Company shall not be
          required to register or qualify as a foreign corporation where it
          is not now so qualified or to take any action that would subject
          it to the service of process in suits or to taxation, other than
          as to matters and transactions relating to the Registration
          Statement, in any jurisdiction where it is not now so subject;

               (13) in connection with any sale of Transfer Restricted
          Securities that will result in such securities no longer being
          Transfer Restricted Securities, cooperate with the Holders to
          facilitate the timely preparation and delivery of certificates
          representing Transfer Restricted Securities to be sold and not
          bearing any restrictive legends; and to register such Transfer
          Restricted Securities in such denominations and such names as the
          selling Holders may request at least two Business Days prior to
          such sale of Transfer Restricted Securities;

               (14) use its best efforts to cause the disposition of the
          Transfer Restricted Securities covered by the Registration
          Statement to be registered with or approved by such other
          governmental agencies or authorities as may be necessary to
          enable the seller or sellers thereof to consummate  the
          disposition of such Transfer Restricted Securities, subject to
          the proviso contained in clause (xii) above;

               (15) provide a CUSIP number for all Transfer Restricted
          Securities not later than the effective date of a Registration
          Statement covering such Transfer Restricted Securities and
          provide the Trustee under the Indenture with printed certificates
          for the Transfer Restricted Securities which are in a form
          eligible for deposit with The Depository Trust Company;

               (16) otherwise use its best efforts to comply with all
          applicable rules and regulations of the Commission, and make
          generally available to its security holders with regard to any
          applicable Registration Statement, as soon as practicable, a
          consolidated earnings statement meeting the requirements of Rule 158
          (which need not be audited)

<PAGE>

          covering a twelve-month period beginning after the effective date of
          the Registration Statement (as such term is defined in paragraph (c)
          of Rule 158 under the Act);

               (17) cause the Indenture to be qualified under the TIA not later
          than the effective date of the first Registration Statement
          required by this Agreement and, in connection therewith,
          cooperate with the Trustee and the Holders to effect such changes
          to the Indenture as may be required for such Indenture to be so
          qualified in accordance with the terms of the TIA; and execute
          and use its best efforts to cause the Trustee to execute, all
          documents that may be required to effect such changes and all
          other forms and documents required to be filed with the
          Commission to enable such Indenture to be so qualified in a
          timely manner;

               (18) provide promptly to each Holder, upon request, each
          document filed with the Commission pursuant to the requirements of
          Section 13 or Section 15(d) of the Exchange Act; and

               (19) use its best efforts to take all other steps necessary to
          effect the registration of the Transfer Restricted Securities
          covered by a Registration Statement contemplated hereby.

          (4)  Restrictions on Holders.  Each Holder agrees by acquisition
     of  a Transfer Restricted Security that, upon receipt of the
     notice referred to in Section 6(c)(iii)(C) or any notice from the
     Company of the existence of any fact of the kind described in
     Section  6(c)(iii)(D) hereof (in each  case,  a  "Suspension
     Notice"), such Holder will forthwith discontinue disposition of
     Transfer  Restricted Securities pursuant to  the  applicable
     Registration Statement until (i) such Holder has received copies
     of the supplemented or amended Prospectus contemplated by Section
     6(c)(iv) hereof, or (ii) such Holder is advised in writing by the
     Company that the use of the Prospectus may be resumed, and has
     received copies of any additional or supplemental filings that
     are incorporated by reference in the Prospectus (in each case,
     the "Recommencement Date").  Each Holder receiving a Suspension
     Notice  hereby  agrees that it will either (i)  destroy  any
     Prospectuses, other than permanent file copies, then in such
     Holder's possession which have been replaced by the Company with
     more recently dated Prospectuses or (ii) deliver to the Company
     (at the Company's expense) all copies, other than permanent file
     copies,  then in such Holder's possession of the  Prospectus
     covering such Transfer Restricted Securities that was current at
     the time of receipt of the Suspension Notice.  The time period
     regarding the effectiveness of such Registration Statement set
     forth in Section 3 or 4 hereof, as applicable, shall be extended
     by a number of days equal to the number of days in the period
     from and including the date of delivery of the Suspension Notice
     to the date of delivery of the Recommencement Date.

     Section 7.     Registration Expenses.

          (1)  All expenses incident to the Company's performance of or
     compliance with this Agreement will be borne by the Company,
     regardless of whether a Registration Statement becomes effective,
     including without limitation:
(1)
               (1)  all registration and filing fees and expenses;

               (2)  all fees and expenses of compliance with federal securities
          and state Blue Sky or securities laws (including, without
          limitation, reasonable fees and disbursements of one firm of
          lawyers in connection with Blue Sky qualifications of the
          Transfer Restricted Securities or Series B Notes);

<PAGE>

               (3)  all expenses of printing (including printing certificates
          for the Series B Notes to be issued in the Exchange Offer and
          printing of Prospectuses), messenger and delivery services and
          telephone;

               (4)  all fees and disbursements of counsel for the Company and
          one counsel for the Holders of Transfer Restricted Securities;

               (5)  all application and filing fees in connection with listing
          the Series B Notes on a national securities exchange or automated
          quotation system pursuant to the requirements hereof; and

               (6)  all fees and disbursements of independent certified public
          accountants of the Company (including the expenses of any special
          audit and comfort letters required by or incident to such
          performance).

          The  Company  will,  in any event,  bear  its  internal
     expenses  (including, without limitation, all  salaries  and
     expenses  of its officers and employees performing legal  or
     accounting duties), the expenses of any annual audit and the
     fees  and expenses of any Person, including special experts,
     retained by the Company.

          (2)  In connection with any Registration Statement required by
     this Agreement (including, without limitation, the Exchange Offer
     Registration Statement and the Shelf Registration Statement), the
     Company will reimburse the Initial Purchasers and the Holders of
     Transfer Restricted Securities who are tendering Series A Notes
     in the Exchange Offer and/or selling or reselling Series A Notes
     or  Series  B  Notes pursuant to the "Plan of  Distribution"
     contained in the Exchange Offer Registration Statement or the
     Shelf Registration Statement, as applicable, for the reasonable
     fees and disbursements of not more than one counsel, who shall be
     Skadden, Arps, Slate, Meagher & Flom LLP, unless another firm
     shall be chosen by the Holders of a majority in principal amount
     of the Transfer Restricted Securities for whose benefit such
     Registration Statement is being prepared.

     Section 8.     Indemnification.

          (1)  The Company agrees to indemnify and hold harmless each
     Holder, its directors, officers and each Person, if any, who
     controls such Holder (within the meaning of Section 15 of the Act
     or Section 20 of the Exchange Act), from and against any and all
     losses, claims, damages, liabilities, and judgments, (including
     without limitation, any legal or other expenses incurred  in
     connection with investigating or defending any matter, including
     any  action that could give rise to any such losses, claims,
     damages, liabilities or judgments) caused by any untrue statement
     or alleged untrue statement of a material fact contained in any
     Registration Statement, preliminary Prospectus or Prospectus (or
     any amendment or supplement thereto) provided by the Company to
     any Holder or any prospective purchaser of Series B Notes or
     registered Series A Notes, or caused by any omission or alleged
     omission to state therein a material fact required to be stated
     therein  or  necessary  to make the statements  therein  not
     misleading, except insofar as such losses, claims,  damages,
     liabilities or judgments are caused by an untrue statement or
     omission or alleged untrue statement or omission that is based
     upon information relating to any of the Holders furnished in
     writing to the Company by any of the Holders.

          (2)  Each Holder of Transfer Restricted Securities agrees,
     severally and not jointly, to indemnify and hold harmless the
     Company, its directors and officers, and each person, if any, who
     controls (within the meaning of Section 15 of the Act or Section
     20 of the Exchange Act) the Company to the same extent as the
     foregoing indemnity from the Company set forth in section (a)

<PAGE>

     above, but only with reference to information relating to such
     Holder furnished in writing to the Company by such Holder ex
     pressly for use in any Registration Statement.  In no event shall
     any Holder, its directors, officers or any Person who controls
     such Holder be liable or responsible for any amount in excess of
     the amount by which the total amount received by such Holder with
     respect to its sale of Transfer Restricted Securities pursuant to
     a Registration Statement exceeds (i) the amount paid by such
     Holder for such Transfer Restricted Securities and (ii)  the
     amount of any damages that such Holder, its directors, officers
     or  any  Person who controls such Holder has otherwise  been
     required  to pay by reason of such untrue or alleged  untrue
     statement or omission or alleged omission.

          (3)  In case any action shall be commenced involving any person
     in respect of which indemnity may be sought pursuant to Section
     8(a) or 8(b) (the "indemnified party"), the indemnified party
     shall promptly notify the person against whom such indemnity may
     be sought (the "indemnifying party") in writing (provided, that
     the  failure  to  give  such notice shall  not  relieve  the
     indemnifying party of its obligations pursuant to this Agreement,
     except to the extent that such failure materially prejudices the
     position of such indemnifying party as determined by a final non-
     appealable order of a court of competent jurisdiction) and the
     indemnifying party shall assume the defense of such  action,
     including the employment of counsel reasonably satisfactory to
     the indemnified party and the payment of all fees and expenses of
     such counsel, as incurred (except that in the case of any action
     in respect of which indemnity may be sought pursuant to both
     Sections 8(a) and 8(b), a Holder shall not be required to assume
     the defense of such action pursuant to this Section 8(c), but may
     employ separate counsel and participate in the defense thereof,
     but the fees and expenses of such counsel, except as provided
     below, shall be at the expense of the Holder).  Any indemnified
     party shall have the right to employ separate counsel in any such
     action and participate in the defense thereof, but the fees and
     expenses  of  such counsel shall be at the  expense  of  the
     indemnified party unless (i) the employment of such counsel shall
     have been specifically authorized in writing by the indemnifying
     party, (ii) the indemnifying party shall have failed to assume
     the  defense  of  such action or employ  counsel  reasonably
     satisfactory to the indemnified party or (iii) the named parties
     to any such action (including any impleaded parties) include both
     the  indemnified party and the indemnifying party,  and  the
     indemnified party shall have been advised by such counsel that
     there may be one or more legal defenses available to it which are
     different  from  or  additional to those  available  to  the
     indemnifying party (in which case the indemnifying party shall
     not have the right to assume the defense of such action on behalf
     of the indemnified party).  In any such case, the indemnifying
     party shall not, in connection with any one action or separate
     but  substantially similar or related actions  in  the  same
     jurisdiction arising out of the same general allegations  or
     circumstances, be liable for the fees and expenses of more than
     one separate firm of attorneys (in addition to one local counsel)
     for all indemnified parties and all such fees and expenses shall
     be  reimbursed  as they are incurred.  Such  firm  shall  be
     designated in writing by a majority of the Holders, in the case
     of the parties indemnified pursuant to Section 8(a), and by the
     Company, in the case of parties indemnified pursuant to Section
     8(b). The indemnifying party shall indemnify and hold harmless
     the  indemnified party from and against any and all  losses,
     claims, damages, liabilities and judgments by reason of  any
     settlement of any action (i) effected with its written consent or
     (ii) effected without its written consent if the settlement is
     entered  into  more  than  twenty business  days  after  the
     indemnifying  party shall have received a request  from  the
     indemnified party for reimbursement for the fees and expenses of
     counsel (in any case where such fees and expenses are at the
     expense of the indemnifying party) and, prior to the date of such
     settlement, the indemnifying party shall have failed to comply
     with such reimbursement request.   No indemnifying party shall,
     without the prior written consent of the indemnified  party,
     effect any settlement or compromise of, or consent to the entry
     of  judgment with respect to, any pending or threatened action in
     respect of which the indemnified party is or could have been a
     party and indemnity or contribution may be or could have been
     sought  hereunder  by  the indemnified  party,  unless  such
     settlement, compromise or judgment (i) includes an unconditional
     release of the indemnified party from all liability on claims

<PAGE>

     that are or could have been the subject matter of such action and
     (ii) does not include a statement as to or an admission of fault,
     culpability  or  a failure to act, by or on  behalf  of  the
     indemnified party.

          (4)  To the extent that the indemnification provided for in this
     Section 8 is unavailable to an indemnified party in respect of
     any losses, claims, damages, liabilities or judgments referred to
     therein, then each indemnifying party, in lieu of indemnifying
     such indemnified party, shall contribute to the amount paid or
     payable by such indemnified party as a result of such losses,
     claims, damages, liabilities or judgments (i) in such proportion
     as is appropriate to reflect the relative benefits received by
     the Company, on the one hand, and the Holders, on the other hand,
     from their initial sale of Transfer Restricted Securities or (ii)
     if the allocation provided by clause 8(d)(i) is not permitted by
     applicable law, in such proportion as is appropriate to reflect
     not only the relative benefits referred to in clause 8(d)(i)
     above but also the relative fault of the Company, on the one
     hand, and of the Holder, on the other hand, in connection with
     the  statements or omissions which resulted in such  losses,
     claims, damages, liabilities or judgments, as well as any other
     relevant equitable considerations.  The relative fault of the
     Company, on the one hand, and of the Holder, on the other hand,
     shall be determined by reference to, among other things, whether
     the untrue or alleged untrue statement of a material fact or the
     omission or alleged omission to state a material fact relates to
     information supplied by the Company, on the one hand, or by the
     Holder, on the other hand, and the parties' relative intent,
     knowledge, access to information and opportunity to correct or
     prevent such statement or omission.  The amount paid or payable
     by  a  party  as  a  result of the losses, claims,  damages,
     liabilities and judgments referred to above shall be deemed to
     include, subject to the limitations set forth in the  second
     paragraph of Section 8(a), any legal or other fees or expenses
     reasonably  incurred  by  such  party  in  connection   with
     investigating or defending any action or claim.

          The   Company  and,  by  its  acquisition  of  Transfer
     Restricted Securities, each Holder agree that it  would  not
     be  just  and  equitable if contribution  pursuant  to  this
     Section 8(d) were determined by pro rata allocation (even if
     the Holders were treated as one entity for such purpose)  or
     by  any  other  method  of allocation which  does  not  take
     account of the equitable considerations referred to  in  the
     immediately preceding paragraph.  The amount paid or payable
     by  an  indemnified party as a result of the losses, claims,
     damages,  liabilities  or  judgments  referred  to  in   the
     immediately preceding paragraph shall be deemed to  include,
     subject  to  the limitations set forth above, any  legal  or
     other expenses reasonably incurred by such indemnified party
     in  connection with investigating or defending  any  matter,
     including  any  action that could have given  rise  to  such
     losses,   claims,   damages,   liabilities   or   judgments.
     Notwithstanding the provisions of this Section 8, no Holder,
     its  directors,  its  officers or any Person,  if  any,  who
     controls such Holder shall be required to contribute, in the
     aggregate, any amount in excess of the amount by  which  the
     total  amount  received by such Holder with respect  to  the
     sale  of  Transfer  Restricted  Securities  pursuant  to   a
     Registration Statement exceeds (i) the amount paid  by  such
     Holder for such Transfer Restricted Securities and (ii)  the
     amount  of any damages which such Holder has otherwise  been
     required  to pay by reason of such untrue or alleged  untrue
     statement or omission or alleged omission.  No person guilty
     of  fraudulent  misrepresentation  (within  the  meaning  of
     Section  11(f) of the Act) shall be entitled to contribution
     from  any  person  who  was not guilty  of  such  fraudulent
     misrepresentation.  The Holders' obligations  to  contribute
     pursuant  to this Section 8(c) are several in proportion  to
     the  respective  principal  amount  of  Transfer  Restricted
     Securities held by each Holder hereunder and not joint.

     Section 9.     Rule 144A and Rule 144.  The Company agrees with
each  Holder,  for so long as any Transfer Restricted  Securities
remain outstanding and during any period in which the Company (i)
is  not  subject to Section 13 or 15(d) of the Exchange  Act,  to
make  available, upon request of any Holder, to  such  Holder  or
beneficial  owner of Transfer Restricted Securities in connection
with  any  sale  thereof and any prospective  purchaser  of  such
Transfer  Restricted  Securities designated  by  such  Holder  or
beneficial  owner,  the information required by  Rule  144A(d)(4)
under  the  Act  in  order  to permit resales  of  such  Transfer

<PAGE>

Restricted Securities pursuant to Rule 144A, and (ii) is  subject
to  Section 13 or 15 (d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of
such Transfer Restricted Securities pursuant to Rule 144.

     Section 10.    Miscellaneous.

          (1)  Remedies.  The Company acknowledges and agrees that any
     failure by the Company to comply with its obligations  under
     Sections 3 and 4 hereof may result in material irreparable injury
     to the Initial Purchasers or the Holders for which there is no
     adequate remedy at law, that it will not be possible to measure
     damages for such injuries precisely and that, in the event of any
     such failure, the Initial Purchasers or any Holder may obtain
     such  relief as may be required to specifically enforce  the
     Company's obligations under Sections 3 and 4 hereof.  The Company
     further agrees to waive the defense in any action for specific
     performance that a remedy at law would be adequate.

          (2)  No Inconsistent Agreements.  The Company will not, on or
     after the date of this Agreement, enter into any agreement with
     respect to its securities that is inconsistent with the rights
     granted to the Holders in this Agreement or otherwise conflicts
     with  the provisions hereof.  The Company has not previously
     entered into any agreement granting any registration rights with
     respect to its securities to any Person that would require such
     securities to be included in any Registration Statement required
     by this Agreement.  The rights granted to the Holders hereunder
     do not in any way conflict with and are not inconsistent with the
     rights granted to the holders of the Company's securities under
     any agreement in effect on the date hereof.

          (3)  Amendments and Waivers.  The provisions of this Agreement
     may not be amended, modified or supplemented, and waivers or
     consents to or departures from the provisions hereof may not be
     given unless (i) in the case of Section 5 hereof and this Section
     10(c)(i), the Company has obtained the written consent of Holders
     of all outstanding Transfer Restricted Securities and (ii) in the
     case of all other provisions hereof, the Company has obtained the
     written  consent of Holders of a majority of the outstanding
     principal amount of Transfer Restricted Securities (excluding
     Transfer  Restricted Securities held by the Company  or  its
     Affiliates).  Notwithstanding the foregoing, a waiver or consent
     to departure from the provisions hereof that relates exclusively
     to the rights of Holders whose Transfer Restricted Securities are
     being tendered pursuant to the Exchange Offer, and that does not
     affect directly or indirectly the rights of other Holders whose
     Transfer Restricted Securities are not being tendered pursuant to
     such Exchange Offer, may be given by the Holders of a majority of
     the  outstanding  principal amount  of  Transfer  Restricted
     Securities subject to such Exchange Offer.

          (4)  Third-Party Beneficiary.  The Holders shall be third-party
     beneficiaries to the agreements made hereunder  between  the
     Company, on the one hand, and the Initial Purchasers, on the
     other hand, and shall have the right to enforce such agreements
     directly to the extent they may deem such enforcement necessary
     or advisable to protect their rights or the rights of Holders
     hereunder.

          (5)  Notices.  All notices and other communications provided for
     or permitted hereunder shall be made in writing by hand-delivery,
     first-class  mail (registered or certified,  return  receipt
     requested),  telex, telecopier, or air courier  guaranteeing
     overnight delivery:

               (1)   if to a Holder, at the address set forth on the records
          of the Registrar under the Indenture, with a copy to the Registrar
          under the Indenture; and

               (2)  if to the Company:

<PAGE>

                    Bio-Rad Laboratories, Inc.
                    1000 Alfred Nobel Drive
                    Hercules, California  94547

                    Telecopier No.:  (510) 741-5815
                    Attention:  Chief Financial Officer

                    With  a  copy  (which  shall  not  constitute
                    notice) to:

                    Latham & Watkins
                    505 Montgomery Street, Suite 1900
                    San Francisco, California 94111

                    Telecopier No.:  (415) 395-8095
                    Attention:  Tracy K. Edmonson, Esq.

          All such notices and communications shall be deemed  to
     have  been  duly given:  at the time delivered by  hand,  if
     personally   delivered;  five  Business  Days  after   being
     deposited  in  the mail, postage prepaid,  if  mailed;  when
     receipt  acknowledged,  if  telecopied;  and  on  the   next
     business  day,  if  timely  delivered  to  an  air   courier
     guaranteeing overnight delivery.

          Copies   of   all  such  notices,  demands   or   other
     communications shall be concurrently delivered by the Person
     giving  the same to the Trustee at the address specified  in
     the Indenture.

          Upon   the  date  of  filing  of  the  Exchange   Offer
     Registration Statement or a Shelf Registration Statement, as
     the case may be, notice shall be delivered to Warburg Dillon
     Read  LLC, on behalf of the Initial Purchasers (in the  form
     attached hereto as Exhibit A) and shall be addressed to: 667
     Washington  Blvd.,  Stamford, CT   06912,  Attention:   High
     Yield  Capital  Markets,  with  a  copy   (which  shall  not
     constitute notice) to Skadden, Arps, Slate, Meagher  &  Flom
     LLP, 300 South Grand Avenue, Los Angeles, California  90071,
     Telecopier  No.:  (213)  687-5600,  Attention:   Rodrigo  A.
     Guerra, Jr., Esq.

          (6)  Successors and Assigns.  This Agreement shall inure to the
     benefit of and be binding upon the successors and assigns of each
     of the parties, including without limitation and without the need
     for an express assignment, subsequent Holders; provided, that
     nothing herein shall be deemed to permit any assignment, transfer
     or  other  disposition of Transfer Restricted Securities  in
     violation of the terms hereof or of the Purchase Agreement or the
     Indenture.   If  any transferee of any Holder shall  acquire
     Transfer  Restricted Securities in any  manner,  whether  by
     operation  of  law  or  otherwise, such Transfer  Restricted
     Securities shall be held subject to all of the terms of this
     Agreement, and by taking and holding such Transfer Restricted
     Securities such Person shall be conclusively deemed to  have
     agreed  to  be bound by and to perform all of the terms  and
     provisions of this Agreement, including the restrictions  on
     resale  set forth in this Agreement and, if applicable,  the
     Purchase Agreement, and such Person shall be entitled to receive
     the benefits hereof.

          (7)  Counterparts.  This Agreement may be executed in any number
     of  counterparts  and  by  the parties  hereto  in  separate
     counterparts, each of which when so executed shall be deemed to
     be an original and all of which taken together shall constitute
     one and the same agreement.

          (8)   Headings.  The headings in this Agreement are for
     convenience of reference only and shall not limit or otherwise
     affect the meaning hereof.

<PAGE>

          (9)  Governing Law.   This Agreement shall be construed,
     interpreted  and  the  rights of the parties  determined  in
     accordance with the laws of the State of New York, without regard
     to principles of conflicts of law except Section 5-1401 of the
     New York General Obligations Law.  The Company hereby irrevocably
     submits to the jurisdiction of any New York state court sitting
     in  the Borough of Manhattan in the City of New York or  any
     federal court sitting in the Borough of Manhattan in the City of
     New York in respect of any suit, action or proceeding arising out
     of or relating to this Agreement, and irrevocably accepts for
     itself  and  in  respect  of  its  property,  generally  and
     unconditionally, jurisdiction of the aforesaid courts.   The
     Company  irrevocably waives, to the fullest  extent  it  may
     effectively do so under applicable law, trial by jury and any
     objection that it may now or hereafter have to the laying of the
     venue of any such suit, action or proceeding brought in any such
     court and any claim that any such suit, action or proceeding
     brought in any such court has been brought in an inconvenient
     forum.  The Company irrevocably consents, to the fullest extent
     it may effectively do so under applicable law, to the service of
     process of any of the aforementioned courts in any such action or
     proceeding by the mailing of copies thereof by registered or
     certified mail, postage prepaid, to the Company at its address
     set forth herein, such service to become effective 30 days after
     such mailing.  Nothing herein shall affect the rights of the
     Initial Purchasers and the Holders to serve process in any other
     manner permitted by law or to commence legal proceedings  or
     otherwise proceed against the Company in any other jurisdiction.

          (10) Severability.  In the event that any one or more of the
     provisions contained herein, or the application thereof in any
     circumstance, is held invalid, illegal or unenforceable, the
     validity, legality and enforceability of any such provision in
     every other respect and of the remaining provisions contained
     herein shall not be affected or impaired thereby.

          (11) Entire Agreement.  This Agreement is intended by the parties
     as a final expression of their agreement and intended to be a
     complete  and  exclusive  statement  of  the  agreement  and
     understanding of the parties hereto in respect of the subject
     matter contained herein.  There are no restrictions, promises,
     warranties  or undertakings, other than those set  forth  or
     referred  to herein with respect to the registration  rights
     granted with respect to the Transfer Restricted Securities.  This
     Agreement supersedes all prior agreements and understandings
     between the parties with respect to such subject matter.

<PAGE>

          IN  WITNESS  WHEREOF, the parties  have  executed  this
Agreement as of the date first written above.

                              BIO-RAD LABORATORIES, INC.



                              By: /s/ Thomas C. Chesterman
                              Name: Thomas C. Chesterman
                              Title:Vice President & Chief Financial Officer






WARBURG DILLON READ LLC



By: /s/ Kaj Ahlburg
Name:   Kaj Ahlburg
Title:  Managing Director
        Leveraged Finance


By: /s/ Matthew R. Stopnik
Name:   Matthew R. Stopnik
Title:  Associate Director



ABN AMRO INCORPORATED



By: /s/ June Yuson
Name:  June Yuson
Title: Managing Director

<PAGE>

                           EXHIBIT A

                      NOTICE OF FILING OF
       [A/B EXCHANGE OFFER/SHELF] REGISTRATION STATEMENT


To:       Warburg Dillon Read LLC
          ABN AMRO Incorporated
          Warburg Dillon Read LLC
          299 Park Avenue
          New York, New York  10171


From:     Bio-Rad Laboratories, Inc.
     11-5/8% Senior Subordinated Notes Due 2007


Date:     [________] [__], 2000

     For your information only (NO ACTION REQUIRED):

     Today,  [________]  [__], 2000, we filed  [an  A/B  Exchange
Offer Registration Statement/a Shelf Registration Statement] with
the Securities and Exchange Commission.  We currently expect this
registration  statement  to be declared effective  within  [____]
business days of the date hereof.