8-K

	      SECURITIES AND EXCHANGE COMMISSION

		   Washington, D.C.  20549


			   FORM 8-K

			 CURRENT REPORT


		 Pursuant to Section 13 or 15(d) of
		the Securities Exchange Act of 1934



			  March 8, 1996
	(Date of Report; Date of Earliest Event Reported)


			 Infrasonics, Inc.                                 
	(Exact name of registrant as specified in its charter)


			    California                                     
	(State or other jurisdiction of incorporation)


       0-12998                         95-3797283  
(Commission File Number)   (IRS Employer Identification No.)


3911 Sorrento Valley Blvd., San Diego, California              92121      
     (Address of principal executive offices)                (Zip Code)    


			     (619) 450-9898                                             
	(Registrant's telephone number, including area code)






			    Page 1 of 7 pages.
		      Exhibit Index appears on Page 4


		INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.         Other Events.

      On March 8, 1996, Infrasonics, Inc. ("Infrasonics") entered into an 
Agreement and Plan of Merger (the "Merger Agreement") with Nellcor Puritan 
Bennett Incorporated ("NPB"), a Delaware corporation, whereby Infrasonics 
will be merged with and into NPB (the "Merger").  Subject to the terms and 
conditions of the Merger Agreement (including, without limitation, approval 
by the shareholders of Infrasonics) upon the effective time of the Merger, 
each outstanding share of common stock of Infrasonics will be converted into 
the right to receive .095 shares of common stock of NPB, with adjustments 
based on the trading value of NPB's common stock so that the value of the 
consideration received by Infrasonics shareholders will not be less than 
$6.25 per share.

      A copy of the press release announcing the execution of the Agreement 
and Plan of Merger is attached as Exhibit 99.1 and is incorporated herein by 
reference.

Item 7.         Financial Statements and Exhibits.

	(c)     Exhibits:

     Exhibit No.              Description  
       99.1                   Press Release dated March 11, 1996 announcing 
			      the execution of the Agreement and Plan of 
			      Merger, dated as of March 9, 1996, between NPB 
			      and Infrasonics.

	
	
				   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.                                         

			       INFRASONICS, INC. 
Date:  March 13, 1996                     By:  /s/ Frederick C. McGee      
					     Frederick C. McGee 
					     Vice President and Chief Financial 
					     Officer



				 EXHIBIT INDEX



	Exhibit No.         Description                   Page No.  
	   
	   99.1             Press Release dated              5 
			    March 11, 1996 
			    announcing the execution 
			    of the Agreement and Plan 
			    of Merger, dated as of 
			    March 9, 1996, between 
			    NPB and Infrasonics.

EX-99

Exhibit 99.1                    March 11, 1996

                            FOR IMMEDIATE RELEASE

                NELLCOR PURITAN BENNETT TO ACQUIRE INFRASONICS IN
                            $66 MILLION TRANSACTION

Pleasanton, CA and San Diego, CA -- March 11, 1996 -- Nellcor Puritan Bennett, 
Inc. (Nasdaq: NELL) and Infrasonics, Inc (Nasdaq: IFRA) today jointly announced 
that their boards of directors have approved a definitive agreement for Nellcor 
Puritan Bennett to acquire Infrasonics in a stock for stock merger valued at 
approximately $66  million.

Under the terms of the agreement, Infrasonics stockholders will receive .095 
shares of Nellcor Puritan Bennett common stock for each outstanding share of 
Infrasonics common stock.  This exchange ratio is subject to adjustment based 
on the trading value of Nellcor Puritan Bennett common stock in order that the 
value of the consideration to be received by Infrasonics stockholders will not 
be less than $6.25 a share.  The merger is intended to qualify as a tax-free 
reorganization and a pooling of interests for accounting and financial 
reporting purposes.

Infrasonics, headquartered in San Diego, CA, is a respiratory equipment 
manufacturer of neonatal, pediatric and adult ventilators and accessories.  
For the fiscal year ended June 30,1995, Infrasonics reported revenue of 
$23 million.  The company was founded in 1982 and is the developer of the 
Infant Star, the first demand flow neonatal/pediatric ventilator.  
Infrasonics' product line includes seven ventilators, a pulmonary diagnostic 
device and more than 100 respiratory accessories.

"This acquisition is an excellent strategic fit that brings together two 
leading respiratory companies.  The addition of the Infrasonics' infant and 
high frequency ventilator products fills a product gap in a key area of the 
Nellcor Puritan Bennett product line," said C. Raymond Larkin, Jr., Nellcor 
Puritan Bennett's president and chief executive officer.  "The acquisition of 
Infrasonics continues to build on our strategy of providing products to 
monitor, diagnose and treat the respiratory-impaired patient.  The combination 
of a broader product offering and our comprehensive distribution channels will 
help us better serve the needs of our customers worldwide."

"We believe this acquisition will enable us to recognize synergies through 
revenue and earnings growth, new product development and sales and marketing 
expansion," Mr. Larkin added.  "We expect the acquisition to be accretive to 
earnings in the first year, excluding the effect of transaction-related 
expenses and other one-time charges."

Continued

Continued    Page Two

Finally, Nellcor Puritan Bennett also announced that its board of directors 
has approved certain amendments to the company's Rights Agreement to increase 
the exercise price of the rights to $320 per right, to extend the term of the 
Rights Agreement to March 8, 2006, and to make various other technical changes.

This press release includes forward-looking statements which are subject to 
change.  The acquisition is subject to approval by the stockholders of both 
companies and requisite regulatory approvals.  Additional information on 
factors that may affect the companies' businesses may be found in their 
respective annual reports on Form 10-K together with their recent respective 
quarterly reports on Form 10-Q.

Nellcor Puritan Bennett Incorporated is the worldwide leader in monitoring, 
diagnosing, and treating the respiratory-impaired patient across the global 
continuum of care.


                             For further information
                           Call Nellcor Puritan Bennett
                                  Michael Downey
                                 (510) 463-4000