8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OF 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): October 17, 2000

                               MALLINCKRODT INC.
              (Exact Name of Registrant as Specified in Charter)
             ----------------------------------------------------

                                  New York
                       (State or Other Jurisdiction of
                               Incorporation)

                                  001-483
                          (Commission File Number)

                                36-1263901
                     (I.R.S. Employer Identification No.)

             -----------------------------------------------------

              675 McDonnell Boulevard, St. Louis, Missouri 63134
              (Address of Principal Executive Offices) (Zip Code)

            ------------------------------------------------------

                                (314) 654-2000
             (Registrant's Telephone Number, Including Area Code)

            -------------------------------------------------------

                                Not Applicable
         (Former Name or Former Address, if Changed Since Last Report)

            -------------------------------------------------------



Item 1.  Change of Control.

         On October 17, 2000, Tyco International Ltd., a Bermuda company
("Tyco"), announced the consummation of the merger of EVM Merger Corp., a New
York corporation and a wholly owned subsidiary of Tyco ("Merger Sub"), with
and into Mallinckrodt Inc., a New York corporation ("Mallinckrodt"),
resulting in Mallinckrodt's becoming an indirect wholly owned subsidiary of
Tyco.  A copy of the Agreement and Plan of Merger, dated as of June 28, 2000
by and among Tyco Acquisition Corp. VI (NV), Merger Sub and Mallinckrodt is
hereby incorporated by reference to Tyco's Registration Statement on Form S-4
filed on August 9, 2000 (File No. 333-41264).

         A copy of the press release of Tyco, dated October 17, 2000, is
attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.


Item 7.  Financial Statement and Exhibits.

         (c)     Exhibits:

         99.1    Press release of Tyco International Ltd., dated October 17,
                 2000.




























                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: October 17, 2000

                                        MALLINCKRODT INC.



                                        By: /s/ Roger A. Keller
                                            ---------------------
                                           Name:  Roger A. Keller
                                           Title: Vice President, Secretary
                                                   and General Counsel






























EXHIBIT INDEX


Exhibit
Number       Description
- -------      -----------
 99.1        Press Release of Tyco International Ltd., dated October 17, 2000.

EX-99.1

                                                                  Exhibit 99.1

FOR IMMEDIATE RELEASE
Wednesday, October 18, 2000


CONTACTS:
Investor Relations                              Media Relations
J. Brad McGee                                   Judith Czelusniak
Executive Vice President,                       Senior Vice President,
Chief Strategy Officer                          Corporate Relations
Tyco International (US) Inc.                    Tyco International (US)Inc.
(603) 778-9700                                 (561) 988-7424


                    TYCO COMPLETES PURCHASE OF MALLINCKRODT

         Acquisition Will Have Immediate Positive Impact on Earnings;
      Strengthens Tyco Healthcare's Leading Positions in Medical Devices

Pembroke, Bermuda, October 18, 2000 -Tyco International Ltd. (NYSE: TYC; LSE:
TYI; BSX: TYC), a diversified manufacturing and service company, today
announced that it has completed the acquisition of Mallinckrodt Inc.  Under
the terms of the merger agreement, Mallinckrodt shareholders will receive
 .9384 shares of Tyco common stock for each share of Mallinckrodt owned.  The
transaction is valued at approximately $4.2 billion.   Mallinckrodt, which
had 1999 revenues of $2.6 billion, has major positions in respiratory care,
diagnostic imaging and analgesic pharmaceuticals.

"The Mallinckrodt acquisition will be immediately accretive to Tyco's
earnings," according to L. Dennis Kozlowski, Tyco's Chairman and Chief
Executive Officer.  "It offers consolidation opportunities as well as
significant manufacturing, purchasing and distribution synergies.  Our past
acquisitions in Tyco Healthcare have achieved strong top line growth and
operating efficiencies.  The acquisition of Mallinckrodt also will provide
ongoing positive benefits to Tyco shareholders.

"Tyco has a strong history of success in building leadership positions in the
healthcare industry.  Tyco Healthcare has grown to be a powerful force in
disposable medical supplies and medical devices through previous acquisitions
of such industry brands as Kendall, United States Surgical, Auto Suture,
Sherwood, Davis & Geck, Graphic Controls and ValleyLab.  With the addition of
Mallinckrodt, Tyco Healthcare becomes the second-largest manufacturer,
distributor and servicer of medical devices worldwide, and the leader in bulk
analgesic pharmaceuticals," Mr. Kozlowski stated.





This acquisition makes Tyco Healthcare the leader in the fast growing global
respiratory care arena, with products such as Mallinckrodt endotracheal
tubes, Shiley tracheostomy tubes, Nellcor pulse oximeters, Puritan-Bennett
ventilators, and new technologies including the recently launched OxiFirst
fetal oxygen monitor and HELiOS liquid oxygen system.  Mallinckrodt also is a
leader in developing new products in the growing alternate care markets for
home oxygen therapy, sleep therapy and portable ventilation.  In diagnostic
imaging, Mallinckrodt has leadership positions in imaging contrast agents and
radiopharmaceuticals, including Opitray and OptiMark.  Pharmaceutical
products include leadership positions in bulk pharmaceuticals and a rapidly
growing dosage product line.

"The combined strength of Mallinckrodt's products and Tyco's global sales and
service organization will allow Tyco Healthcare to leverage its international
infrastructure and enhance penetration in key geographic markets," stated Mr.
Kozlowski.  "Mallinckrodt's strong positions in the respiratory,
pharmaceuticals and diagnostic imaging segments will provide Tyco with
excellent platforms for future acquisitions and licensing agreements."

About Mallinckrodt
Mallinckrodt is a global manufacturer and distributor of specialty medical
products designed to sustain breathing, diagnose disease and relieve pain.
Mallinckrodt does business in more than 100 countries and had fiscal 1999 net
sales of $2.6 billion.  Mallinckrodt is the industry leader in respiratory
care products, including those used for oxygen monitoring, critical care
ventilation and service as well as airway management disposables. In
pharmaceuticals, Mallinckrodt is the number one manufacturer of bulk
narcotics and other drug chemicals, and is the world's largest producer of
acetaminophen.  The growing dosage pharmaceutical segment is focused on pain
management, addiction therapy and attention deficit hyperactivity disorder
(ADHD).  Mallinckrodt also provides laboratory and microelectronic chemicals.
Its imaging products include contrast media used in x-ray, magnetic resonance
imaging (MRI), computer axial tomography (C-T) and ultrasound diagnostic
procedures.  Mallinckrodt's radiopharmaceuticals are used for diagnostic and
therapeutic nuclear medicine procedures.

About Tyco International Ltd.
Tyco International Ltd. is a diversified manufacturing and service company.
Tyco is the world's largest manufacturer and servicer of electrical and
electronic components and undersea telecommunication systems, and the world's
largest manufacturer, installer and provider of fire protection systems and
electronic security services.  Tyco has strong leadership positions in
disposable medical products, plastics and adhesives, and is the world's
largest manufacturer of flow control valves.  Tyco operates in more than 80
countries and has expected fiscal 2000 revenues of $28 billion.






Forward-Looking Information
This release contains certain "forward-looking statements" within the meaning
of the Private Securities Litigations Reform Act of 1995.  These statements
are based on management's current expectations and are subject to uncertainty
and changes in circumstances.  Actual results may vary materially from the
expectations contained in the forward-looking statements.  The forward-
looking statements in this release include statements addressing future
financial and operating results and benefits of the acquisition.

The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements:  the risk
that the businesses of Tyco and Mallinckrodt will not be integrated
successfully, and other economic, business, competitive and/or regulatory
factors affecting Tyco's and Mallinckrodt's businesses generally.

More detailed information about these factors is set forth in Tyco's and
Mallinckrodt's filings with the Securities and Exchange Commission, including
Tyco's Annual Report on Form 10-K, as amended, for the fiscal year ended
September 30, 1999, Mallinckrodt's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999, their most recent Quarterly Reports on Form 10-Q,
as amended, and their Current Reports on Form 8-K.  Tyco is under no
obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements whether as a result of new information,
future events or otherwise.

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