**Exhibit
      (4)-j**







**SUPPLEMENTAL
      INDENTURE NO. 8**





This
      Supplemental Indenture No. 8 (“Supplemental Indenture”), effective as of
      November 8, 2006, is between Bausch & Lomb Incorporated (the “Company”) and
      Citibank, N.A., as trustee (the “Trustee”), and amends the Indenture, dated as
      of September 1, 1991, between the Company and the Trustee, as amended by
      Supplemental Indenture, dated as of May 13, 1998, Supplemental Indenture
      No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November
      21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental
      Indenture No. 5, dated August 4, 2003, Supplemental Indenture No. 6, dated
      December 20, 2004, and Supplemental Indenture No. 7, dated as of June 5, 2006
      (as so amended, the “Original Indenture”), with respect to the following series
      of Securities issued under the Original Indenture and various indentures
      supplemental thereto:




6.95%
      Notes due 2007 (CUSIP No. 071707AH6)


5.90%
      Notes due 2008 (CUSIP No. 071707AL7)


2004
      Senior Convertible Securities due August 1, 2023 (CUSIP No.
      071707AM5)


Floating
      Rate Convertible Senior Notes due August 1, 2023 (CUSIP No.
      071707AK9)


6.56%
      Medium-term Notes, Series B due 2026 (CUSIP No. 07171 AE 6)


7.125%
      Debentures due 2028 (CUSIP No. 071707AG8)





The
      foregoing Securities are referred to herein as the “Affected Securities” and no
      series of Securities are amended or otherwise affected by this Supplemental
      Indenture other than the Affected Securities. Capitalized terms used in this
      Supplemental Indenture and not defined are used with the meanings given to
      such
      terms in the Original Indenture. This Supplemental Indenture is effective as
      of
      the date hereof.





WHEREAS,
      Section 902 of the Original Indenture provides that the Company and the Trustee
      may enter into a supplemental indentures for the purposes of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      the Original Indenture or of modifying in any manner the rights of the Holders
      of Securities of each series with the consents of the Holders of not less than
      a
      majority in principal amount of each series affected by such supplemental
      indenture; and




WHEREAS,
      the Company has received written consents of the Holders of not less than a
      majority in principal amount of each series of the Affected Securities to the
      amendments to the Original Indenture set forth in this Supplemental Indenture
      and related waivers with respect to such series; and




WHEREAS,
      all other things necessary in order to execute and deliver this Supplemental
      Indenture and effect the amendments set forth herein have been obtained;




NOW,
      THEREFORE, in order to amend the terms of the Original Indenture with respect
      to
      all outstanding Securities of each series of the Affected Securities, in
      consideration of the premises, it is mutually agreed by the Company and the
      Trustee, for the equal and ratable benefit of all Holders of the Affected
      Securities, as follows:




1.  Supplemental
      Indenture .
      This
      Supplemental Indenture supplements and amends the Original Indenture, as
      modified by the applicable supplemental indenture(s) with respect to each series
      of Affected Securities, as set forth below:




(a)  The
      2004
      Senior Convertible Securities due August 1, 2023, issued pursuant to
      Supplemental Indenture No. 6, dated as of December 20, 2004 (the “Senior
      Convertible Securities”);





(b)  The
      Floating Rate Convertible Senior Notes due August 1, 2023, issued pursuant
      to Supplemental Indenture No. 5, dated as of August 4, 2003 (the “Convertible
      Senior Notes”);





(c)  The
      7.125% Debentures due 2028, issued pursuant to Supplemental Indenture
      No. 2, dated July 29, 1998 (the “2028 Debentures”);





(d)  The
      6.95%
      Notes due 2007, issued pursuant to Supplemental Indenture No. 3, dated November
      21, 2002 (the “2007 Notes”);





(e)  The
      5.90%
      Notes due 2008, issued pursuant to Supplemental Indenture No. 4, dated August
      1,
      2003 (the “2008 Notes”); and





(f)  The
      6.56%
      Medium-Term Notes, Series B due 2026, issued pursuant to the original
      indenture.





The
      Senior Convertible Securities and the Convertible Senior Notes are sometimes
      collectively referred to in the Supplemental Indenture as the “Convertible
      Securities” and the 2028 Debentures, the 2007 Notes and the 2008 Notes are
      sometimes collectively referred to herein as the “Notes”.





2.  Definitions .
      Section
      101 of the Original Indenture is hereby amended to add the following definitions
      in appropriate alphabetical order:




“Consent
      Fee” means the payment defined as such with respect to the Affected Securities
      in the Solicitation Documents.




“Covenant
      Reversion Date” means 5:30 p.m., New York City time, on the earlier of
      (i) the Business Day following the Company’s failure to pay the Consent
      Fee, if due, for the Affected Securities in accordance with the Solicitation
      Documents, and (ii) January 31, 2007.




“Solicitation
      Documents” means the Company’s Consent Solicitation Statement, dated as of
      September 20, 2006, and the related Consent Form, each as may be amended
      and supplemented from time to time.




2.  Defaults .




(a)  Clause
      (4) of Section 501 of the Original Indenture is hereby amended to read in its
      entirety as follows:




(4)  except
      as
      otherwise provided in this Section 501, default in the performance, or
      breach, of any covenant or warranty of the Company in this Indenture (other
      than
      a covenant or warranty a default in whose performance or whose breach is
      elsewhere in this Section specifically dealt with or which has expressly been
      included in this Indenture solely for the benefit of series of Securities other
      than that series), and continuance of such default or breach for a period of
      60
      days after there has been given, by registered or certified mail, to the Company
      by the Trustee or to the Company and the Trustee by the Holders of at least
      10%
      in principal amount of the Outstanding Securities of that series a written
      notice specifying such default or breach and requiring it to be remedied and
      stating that such notice is a “Notice of Default” hereunder; or




(b)  The
      following language is hereby added at the end of Section 501:




Notwithstanding
      any of the foregoing, the failure of the Company to comply with Sections 704
      and
      1004 of this Indenture, or §314 of the Trust Indenture Act, before 5:30 p.m.,
      New York City time on the Covenant Reversion Date shall not constitute an Event
      of Default under clause (4) above.




3.  Reports
      by Company .
      Section
      704 of the Original Indenture is hereby amended to read in its entirety as
      follows:




Section
      704:  Reports
      by Company .




The
      Company shall, except as otherwise provided in this Section 704 , file
      with the Trustee and the Commission, and transmit to Holders, such information,
      documents and other reports, and such summaries thereof, as may be required
      pursuant to the Trust Indenture Act at the times and in the manner provided
      pursuant to such Act; provided that any such information, documents or reports
      required to be filed with the Commission pursuant to Section 13 or 15(d) of
      the
      Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days
      after the same is so required to be filed with the Commission. Notwithstanding
      any other provision of this Section 704 or this Indenture, the documents
      and reports referred to in this Section 704 that the Company would have
      been required to file with the Commission or the Trustee on any date on or
      before the Covenant Reversion Date but for this sentence will not be required
      to
      be filed by the Company until the Covenant Reversion Date.




4.  Statement
      by Officers as to Default .
      Section
      1004 of the Original Indenture is hereby amended to read in its entirety as
      follows:




Section
      1004:  Statement
      by Officers as to Default .




The
      Company will deliver to the Trustee, within 120 days after the end of each
      fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof
      the Company is in default in the performance and observance of any of the terms,
      provisions and conditions of this Indenture (without regard to any period of
      grace or requirement of notice provided hereunder) and, if the Company shall
      be
      in default, specifying all such defaults and the nature and status thereof
      of
      which they may have knowledge. Notwithstanding any other provision of this
      Section 1004 or this Indenture, the Company will have no obligation to
      deliver an Officer’s Certificate, as referred to in the preceding sentence,
      relating to the breach of a covenant contained in Sections 704 or 1004 of this
      Indenture that occurred prior to the Covenant Reversion Date.




5.  Waiver
      of Past Defaults .
      Pursuant to Section 513 of the Original Indenture, the Holders of a majority
      in
      aggregate principal amount of the relevant series of the Affected Securities
      have waived all defaults with respect to any breaches of Sections 501(4),
      704 and 1004 of the Original Indenture and any defaults that shall have occurred
      with prior to the effective date of this Supplemental Indenture are deemed
      to
      have been cured for all purposes.




6.  Miscellaneous .




(a)  Recitals
      by the Company. The recitals in this Supplemental Indenture are made by the
      Company only and not by the Trustee, and all of the provisions contained in
      the
      Original Indenture in respect of the rights, privileges, immunities, powers
      and
      duties of the Trustee shall be applicable in respect of the Affected Securities
      and of this Supplemental Indenture as fully and with like effect as if set
      forth
      herein in full.




(b)  Ratification
      and Incorporation of Original Indenture. As supplemented hereby, the Original
      Indenture is in all respects ratified and confirmed, and the Original Indenture
      and this Supplemental Indenture shall be read, taken and construed as one and
      the same instrument.




(c)  Executed
      in Counterparts. This Supplemental Indenture may be executed in several
      counterparts, each of which shall be deemed to be an original, and such
      counterparts shall together constitute but one and the same
      instrument.




(d)  Governing
      Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE
      OF LAW PRINCIPLES THEREOF.




IN
      WITNESS WHEREOF, each party hereto has caused this instrument to be signed
      in
      its name and behalf by its duly authorized officers, to be effective as of
      the
      day and year first above written.




BAUSCH
      & LOMB INCORPORATED





By: /s/
      Efrain Rivera


Name:
      Efrain Rivera


Title:
      Vice President and Treasurer


November
      [8], 2006







Attest:




/s/
      Jean F. Geisel


Name:  Jean
      F.
      Geisel


Title:  Secretary







CITIBANK,
      N.A.,


as
      Trustee





By: /s/
      John J. Byrnes, Jr.


Name:  John
      J.
      Byrnes, Jr.


Title:  Vice
      President


November
      [8], 2006





Attest:




/s/
      Wafaa Orfy


Name:
      Wafaa Orfy


Title:  Vice
      President