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SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  x

Filed by a Party other than the Registrant  o

Check the appropriate box:

TELEFLEX INCORPORATED

Payment of Filing Fee (Check the appropriate box):

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Notice of Annual Meeting of Stockholders

March 29, 2004

TO THE STOCKHOLDERS OF TELEFLEX INCORPORATED:

      The Annual Meeting of Stockholders of Teleflex Incorporated will be held on Friday, April 30, 2004 at 11:00 a.m. at the Hilton Valley Forge, 251 West DeKalb Pike, King of Prussia, PA 19406, for the following purposes:

The Board of Directors has fixed the close of business, Tuesday, March 2, 2004, as the Record Date for the meeting. This means that owners of the Company’s common stock at the close of business on that date are entitled to receive notice of and to vote at the Annual Meeting.

      STOCKHOLDERS ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES OR CANADA. YOU MAY ALSO VOTE BY TELEPHONE BY CALLING TOLL FREE 1-800-PROXIES (776-9437), OR VIA THE INTERNET AT WWW.VOTEPROXY.COM.

PLEASE VOTE — YOUR VOTE IS IMPORTANT

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PROXY STATEMENT

      This proxy statement is furnished to stockholders by the Board of Directors of the Company for solicitation of proxies for use at the Annual Meeting of Stockholders on Friday, April 30, 2004. The proxies may also be voted at any adjournment or postponement of the meeting. The expense of this solicitation will be paid by the Company.

      The Company’s principal executive offices are located at 155 S. Limerick Road, Limerick, Pennsylvania 19468. This proxy statement and the enclosed form of proxy were mailed to stockholders approximately on March 29, 2004.

      In addition to use of the mail, some directors, officers and regular employees of the Company may solicit proxies personally by telephone, facsimile, electronic mail, telegram or personal interview. The shares represented by each proxy will be voted in accordance with the instructions in the proxy, unless the proxy is revoked before the meeting. Any proxy may be revoked before it is exercised by providing written notice to the Secretary of the Company or by submitting a new proxy. If no voting instructions are given in the proxy, the shares represented by the proxy will be voted for the election as directors of the nominees listed on page 3 and for the ratification of the appointment of PricewaterhouseCoopers LLP, independent accountants, as the Company’s auditors for the fiscal year ending December 26, 2004.

      Only stockholders of record at the close of business on March 2, 2004 are entitled to vote at the Annual Meeting or at adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of common stock held. On March 2, 2004, the Company had outstanding and entitled to vote 40,028,716 shares of common stock.

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QUESTIONS AND ANSWERS

1.     What is a “proxy”?

      It is your way of legally designating another person to vote for you. That other person is called a “proxy.” If you designate another person as your proxy in writing, the written document is called a “proxy” or “proxy card.”

2.     What is a “proxy statement”?

      It is a document required by the Securities and Exchange Commission which explains to you why we are asking you to sign a proxy card.

3.     What is a “quorum”?

      A quorum is the minimum number of shareholders who must be present or voting by proxy in order to conduct business at the meeting. A majority of the outstanding shares, whether present in person or represented by proxy, will constitute a quorum at the Annual Meeting. Shares represented by proxies marked to “abstain” from voting for a proposal or to “withhold” voting for one or more nominees (“abstentions”) and broker non-votes are counted for purposes of determining the presence of a quorum.

4.     What is a “broker non-vote”?

      When brokers and banks which are holding shares on behalf of beneficial owners do not receive voting instructions from the beneficial owners by the tenth day before the Annual Meeting, such brokers and banks may vote those shares only on matters deemed routine by the New York Stock Exchange, such as the election of directors and ratification of the appointment of independent auditors. On non-routine matters, such brokers and banks cannot vote, and there is a so-called “broker non-vote” on that matter.

5.     Who is entitled to vote at the Annual Meeting?

      Stockholders of record at the close of business on March 2, 2004 (the “Record Date”) are entitled to vote at the Annual Meeting. Each owner of record on the Record Date is entitled to one vote for each share of common stock held.

6.     What is the “Record Date”?

      It is the date established by the Board of Directors, as required by law, as the last date for eligibility to vote your shares at the upcoming Annual Meeting. You must be a shareholder of record on that date to vote at the Annual Meeting.

7.     How many votes are required to elect directors or approve any proposals?

      A plurality of the votes cast at the meeting is required to elect directors; that is, the three nominees receiving the highest number of votes will be elected. The affirmative vote of a majority of outstanding shares present, in person or by proxy, is necessary to approve any other proposal. Abstentions will be included in the vote count and have the same effect as voting “against” a proposal. Broker non-votes will not be included in the vote count and will have no effect on the vote.

8.     How do I vote?

      Please sign and date each proxy card which you receive and return it in the prepaid envelope included with your proxy package. Any proxy card which is returned without any markings indicating how you wish to vote will be counted as a vote FOR the election of directors and ratification of PricewaterhouseCoopers LLP as independent auditors for 2004. You may revoke your proxy at any time before the meeting by (a) notifying Steven K. Chance, Secretary, (b) voting in person, by telephone or internet, or (c) returning a second, later-dated, proxy card.

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ELECTION OF DIRECTORS

      The Company’s Bylaws provide that the Board of Directors shall be composed of not fewer than six nor more than fifteen directors, as fixed by a majority of the entire board from time to time. Effective as of the 2004 Annual Meeting, the board has fixed at ten the number of directors which shall constitute the entire board.

      The Company’s Bylaws also provide for the division of the Board of Directors into three classes as equal in number as possible, with members of each class having a term of office of three years. Accordingly, at the 2004 Annual Meeting of Stockholders, three directors will be elected for three-year terms expiring at the Annual Meeting of Stockholders of the Company in 2007. The board, on recommendation of the Nominating Committee, has nominated Mrs. Barron, Mr. Beckman and Mr. Zug for election for three-year terms.

      It is intended that shares represented by properly executed proxies will be voted for the election of Mrs. Barron, Mr. Beckman and Mr. Zug for terms expiring in 2007. If any nominee becomes unavailable to serve (which is not now anticipated), the persons named in the proxy may vote it for another nominee selected by the Board of Directors. Mrs. Barron and Mr. Beckman are the continuing directors who were elected by the stockholders of the Company.

CLASS of 2007

Voting is for this class

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      The following individuals currently serve as directors in the two other classes. Their terms will end at the Annual Meetings in 2005 and 2006, respectively.

Class Of 2005

Class Of 2006

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ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS AND

      The Board of Directors of the Company met seven times in 2003. Each of the nominees and continuing directors attended at least seventy-five percent of the combined total number of meetings held in 2003 of the Board and committees on which he or she served.

      More than a majority of the directors in office, and all of the nominees for director, are independent (as independence is defined in section 303A(2) of the New York Stock Exchange’s listing standards). All of such independent directors and nominees meet the categorical standards and guidelines set forth in the Corporate Governance Principles which have been adopted by the Board to assist it in making determinations of independence.

      The Board of Directors has established a Governance Committee, Compensation Committee, Audit Committee and Executive Committee, as follows:

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      The non-management directors (the directors who are not executive officers of the Company) meet regularly, in accordance with a schedule adopted at the beginning of each year and on such additional occasions as a non-management director may request. Such meetings are held in executive session, without the presence of any directors who are executive officers of the Company. The non-management director who has served on the Board continuously for the longest period of time acts as the presiding officer at such meetings. Presently, Mr. Beckman serves as the presiding officer.

      The Board of Directors has adopted a statement of Corporate Governance Principles (which includes the categorical standards and guidelines relating to director independence mentioned above) and a Code of Ethics for all Company directors, officers and employees. The Corporate Governance Principles, the Code of Ethics and the Committee Charters referred to above are posted on the Company’s website (www.teleflex.com). These documents are also available in print form to any shareholder who requests them. Requests should be sent to the Legal Department at Teleflex Incorporated, 155 S. Limerick Road, Limerick, PA 19468.

      Interested persons may communicate directly and confidentially with the presiding officer of the non-management directors’ meetings, the non-management directors as a group or the Chairman or other members of the Audit Committee through the Teleflex Ethics Hotline — 1-800-883-1499.

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      Mr. Beckman, a director, is of counsel to Beckman and Associates, a law firm which provided legal services to the Company in 2003 amounting to $178,000 in fees.

      Mr. J.P. Black, President and Chief Executive Officer, and a director of the Company, owns 46% of the common stock of Sovereign Capital Group, whose subsidiary is a supplier of goods to the Company. In 2003, the aggregate revenue from such sales was $416,000, representing 6% of the annual revenue of Sovereign Capital Group.

      Mr. Stratton, a director of the Company, is an executive officer of Stratton Management Company, which provided management advisory services to the Company’s retirement funds in 2003.

AUDIT COMMITTEE REPORT

      During 2003, the Audit Committee included James W. Stratton until April 2003, at which time Mr. Stratton tendered his resignation. Mrs. Patricia C. Barron was appointed to the Audit Committee to fill the vacancy. Each of the members of the Audit Committee is independent (as defined in the listing standards of the New York Stock Exchange).

      In carrying out its responsibilities with respect to the Company’s financial reporting for the year ended December 28, 2003, the Audit Committee has:

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WILLIAM R. COOK, CHAIRMAN      JOSEPH S. GONNELLA, M.D.      PATRICIA C. BARRON

      The Company’s compensation policy with respect to its senior management is to offer competitive compensation opportunities based on individual and corporate performance. Compensation of senior managers is fixed by the Board of Directors upon the recommendations of the Compensation Committee, which are developed in consultation with the Chief Executive Officer. The compensation package for senior management is composed of three parts, Salaries, Bonuses and Long-term Incentive Compensation, as follows:

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      The compensation for 2003 of Jeffrey P. Black, President and Chief Executive Officer of the Company, consisted of salary, bonus, and long-term compensation in the form of restricted stock and stock options. On March 3, 2003, upon Mr. Black’s recommendation, the Compensation Committee fixed his salary for 2003 at $530,000, reflecting no change from his then current salary which had been adjusted on May 9, 2002 when he assumed the duties of Chief Executive Officer. On March 3, 2003, he was granted a restricted stock award of 2,800 shares and a stock option for 50,000 shares under the Company’s Stock Compensation Plan. On March 1, 2004, the Compensation Committee recommended to the Board a $190,000 bonus for Mr. Black. In making these determinations, the Committee applied the principles described above. Principal factors on which these determinations were based were the Company’s financial performance during the year immediately preceding each of these actions, as well as Mr. Black’s individual performance during those periods.

      Section 162(m) of the Internal Revenue Code limits to $1 million the deductibility of compensation received in a year by each of the Company’s five most highly compensated executive officers,

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SIGISMUNDUS W.W. LUBSEN, CHAIRMAN

      Mr. Beckman is of counsel to Beckman and Associates, a law firm, which provides legal services to the Company.

      The SEC requires that the Company include in this proxy statement a line-graph presentation comparing cumulative, five-year shareholder returns (assuming reinvestment of dividends) on an indexed basis with the S&P 500 Stock Index and either a nationally recognized industry standard or an index of peer companies selected by the Company. The Company has approved the use of the S&P MidCap 400 Index for purposes of this performance comparison because it includes companies of similar size and industry group.

MARKET PERFORMANCE

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

      The following table sets forth, for the fiscal years ended December 30, 2001, December 29, 2002, and December 28, 2003, respectively, certain compensation information with respect to the Company’s: (a) Chief Executive Officer and (b) each of the four other most highly compensated executive officers, based on the salaries and bonuses earned by such executive officers during fiscal year 2003.

SUMMARY COMPENSATION TABLE

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Option Grants

      The following table sets forth information with respect to the named executives concerning the grants of stock options during the last fiscal year ending December 28, 2003:

OPTION GRANTS IN LAST FISCAL YEAR

Option Exercises and Holdings

      The following table sets forth information with respect to the named executives concerning the exercise of stock options during the last fiscal year ending December 28, 2003 and unexercised options held as of the end of the fiscal year:

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

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Pension Plans

      The company sponsors the Teleflex Incorporated Retirement Income Plan (“TRIP”), a qualified defined benefit pension plan, as well as the Supplemental Executive Retirement Plan (“SERP”), a non-qualified defined benefit pension plan that provides benefits that would otherwise be denied participants by reason of certain Internal Revenue Code limitations on qualified plan compensation and benefits.

      A participant accumulates units of annual pension benefit for each year of service. For each of the first thirty-five years of service, a participant’s unit is equal to 1.375% of his or her prior year’s annual plan compensation up to the social security integration level, plus 2.0% of such compensation in excess of the social security integration level. For each year of service in excess of thirty-five, a participant’s unit is equal to 1.833% of his or her prior year’s annual plan compensation. The TRIP only recognizes annual plan compensation that does not exceed the Maximum Recognizable Compensation Limit determined by the Internal Revenue Service (“IRS”). The SERP only recognizes base pay in excess of the IRS limit.

      The estimated annual benefits, assuming no future increase in base salary, payable as a life annuity upon retirement (age 65 or current age, if greater) for the following named executives is: Mr. L.K. Black, $231,394; Mr. J.P. Black, $254,883; Mr. Sickler, $120,196, and Mr. Chance, $101,228. For Mr. Zuber, who resigned as an officer of the Company effective December 31, 2003, such estimated annual benefit, payable as an annuity upon his reaching age 65, is $74,245.

Employment Contracts and Termination, Severance and Change-of-Control Arrangements

      The Company’s employment agreement with Lennox K. Black provides that Mr. Black may continue to serve the Company on a full-time basis or, at his election, as a consultant on a reduced-time basis until December 31, 2005. During the period of his full-time service, his salary will not be less than $574,000, and while serving as a consultant, his annual compensation will be at least 75% of his last full-time service salary but not less than $300,000, subject to adjustment for inflation. Mr. Black’s agreement also provides for death and disability benefits, compensation continuation for up to two years in case of termination of employment under certain circumstances, and payment of deferred compensation for fifteen years, commencing in 1995, at the rate of $100,000 per year. The Company has purchased insurance on Mr. Black’s life which will provide the Company with funds at least equal to the amount of such deferred compensation paid. In the event of termination of Mr. Black’s employment, other life insurance which the Company is providing to him as an employment benefit will be continued for his lifetime.

Director Compensation

      Directors of the Company who are also employees of the Company or any of its subsidiaries receive no additional compensation for their service as directors. Directors of the Company who are not employees of the Company or any of its subsidiaries (“outside directors”) are paid an annual fee at the rate of $20,000 per year and a $1,000 fee for each board or committee meeting attended, plus expenses. In addition, outside directors are paid the following equity based compensation under the Company’s Stock Compensation Plan: Prior to January 1, 2004, outside directors received a 5,000 share stock option on their first election or appointment to the board and all outside directors received annually a 2,000 share stock option. Effective January 1, 2004, the equity based portion of outside directors’ compensation was revised so that, upon their first election or appointment to the board, outside directors receive a 2,000 share stock option and all outside directors receive annually a restricted stock award of shares having a then market value of $20,000 and a 2,000 share stock option. The Chairpersons of the Audit Committee and the Compensation Committee each receive an annual stipend of $10,000 and $5,000, respectively. The Company provides no pension benefits to the outside directors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of February 2, 2004, certain information with respect to ownership of the Company’s securities: (i) the name and address of each person known to the Company to beneficially own more than 5% of the Company’s outstanding common stock, (ii) the name of each director or nominee for director, (iii) certain named executive officers and (iv) all directors and executive officers as a group. Except as otherwise indicated in the footnotes to the chart which follows, the Company is informed that each person named has sole voting power and sole investment power over the shares of Company common stock shown opposite his or her name.

*Represents holdings of less than 1%.

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     The following table sets forth the information indicated for the only other person or group known to the Company to be a beneficial owner of more than 5% of the outstanding common shares of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16 of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers to file reports of ownership and changes in ownership of Company stock. To the best of the Company’s knowledge, all required forms were filed on time except (1) that Mr. Chance filed a Form 4 late, reporting a single transaction, and (2) that Mr. Handy failed to file Form 4s to report his participation in the Company’s Deferred Compensation Plan, regarding compensation which was deferred in each of the 10 months since May 2003 as payroll deductions which were deferred and invested in shares of the Company’s common stock.

RATIFICATION OF INDEPENDENT AUDITORS

      The Audit Committee will select and retain independent auditors for fiscal year 2004. The Audit Committee has appointed the firm of PricewaterhouseCoopers LLP as our independent auditors for the Company’s fiscal year ending December 26, 2004. PricewaterhouseCoopers LLP has served as our independent auditors for more than 30 years. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting with the opportunity to make statements and respond to appropriate questions from stockholders present at the meeting. Although stockholder ratification of the Company’s independent auditors is not required by our Bylaws or otherwise, we are submitting the selection of PricewaterhouseCoopers LLP to our stockholders for ratification to permit stockholders to participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select different independent auditors for the Company.

AUDIT AND NON-AUDIT FEES

      The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s annual financial statements for the years ended December 28, 2003 and December 29, 2002, and fees for other services rendered by PricewaterhouseCoopers LLP during those periods.

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      Audit-Related Fees. Audit-related fees are for assurance and other activities not explicitly related to the audit of the Company’s financial statements, and consisted principally of fees for due diligence services in connection with potential acquisitions.

      Tax Fees. Tax fees consisted of fees for tax consultation, tax compliance and tax planning services.

      All Other Fees. All other fees consisted principally of fees related to litigation support services.

      The Audit Committee considers whether the provision of these services is compatible with maintaining PricewaterhouseCoopers LLP’s independence and has determined such services for fiscal 2003 and 2002 were compatible. All of the services described above were approved by the Audit Committee pursuant to paragraph (c)(7)(ii)(C) of Rule 2-01 of Regulation S-X under the Exchange Act, to the extent that rule was applicable during 2002 and 2003.

      The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent auditors.

      On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent auditors. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. The Audit Committee may also delegate the ability to pre-approve audit and permitted non-audit services to a subcommittee consisting of one or more members, provided that any such pre-approvals are reported on at a subsequent Audit Committee meeting.

Vote Required

      The affirmative vote of a majority of the shares present and entitled to vote is required to ratify the proposal for ratification of the Independent Auditors.

RECOMMENDATION OF THE BOARD OF DIRECTORS

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 26, 2004.

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OTHER MATTERS

      The Board of Directors does not know of any other matters which may be presented at the Annual Meeting, but if other matters do properly come before the meeting, it is intended that the persons named in the proxy will vote according to their best judgment.

      Stockholders are requested to date, sign and return the enclosed proxy in the enclosed envelope, for which no postage is necessary if mailed in the United States or Canada. You may also vote by telephone by calling toll free 1-800-PROXIES (776-9437) or via the Internet at www.voteproxy.com. If you attend the Annual Meeting, you may revoke your proxy at that time and vote in person if you so desire. Otherwise, your proxy will be voted for you.

      Any proposals submitted by stockholders for inclusion in the Company’s proxy statement and proxy for the 2005 Annual Meeting of Stockholders of the Company must be received by the Company at its principal executive offices no later than November 12, 2004 and must comply in all other respects with applicable rules and regulations of the Securities and Exchange Commission relating to such inclusion.

      In connection with any proposal submitted by stockholders for consideration at the 2005 Annual Meeting of Stockholders, but not proposed for inclusion in the Company’s proxy statement and proxy for the 2005 Annual Meeting of Stockholders, the Company may exercise discretionary voting authority with respect to proxies solicited for that meeting if appropriate notice of the stockholder’s proposal is not received by the Company at its principal executive offices by February 6, 2005.

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