8-K

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                       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



      Date of Report (Date of earliest event reported):  December 5, 1996
                                                         ----------------

                      NELLCOR PURITAN BENNETT INCORPORATED
- ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         DELAWARE                      0-14980                  94-278249
- ----------------------------          ----------            -------------------
(State or other jurisdiction          Commission              (IRS Employer
      of incorporation)               File No.)             Identification No.)


               4280 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588
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                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (510) 463-4000
                                                           ---------------


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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On December 5, 1996, the Registrant completed the acquisition of
Aequitron Medical, Inc., a Minnesota corporation ("Aequitron").  The acquisition
of Aequitron was consummated pursuant to an Amended and Restated Agreement
and Plan of Merger, dated as of September 9, 1996, pursuant to which Aequitron 
was merged with and into Registrant (the "Merger").  In the Merger, 
approximately 2,321,599 shares of the Registrant's common stock (not
including 544,943 shares issuable under outstanding options) were issued to the 
former stockholders of Aequitron, reflecting an exchange ratio of .467 of one 
share of the Registrant's common stock for each outstanding share of common 
stock of Aequitron.  The Merger was structured as a tax free reorganization and 
is intended to be accounted for as a pooling of interests.

         A press release regarding the acquisition is attached hereto as
Exhibit 20.1 and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

a.       Financial Statements of Aequitron.

         None required.

b.       Pro Forma Financial Information.

         Incorporated herein by reference to pages 42-45 of the Registrant's
         Registration Statement on Form S-4 (File No. 333-14961).

c.       Exhibits




Exhibit No.      Document
- -----------      --------
              
   2.1           Amended and Restated Agreement and Plan of Merger, dated as of 
                 September 9, 1996, by and between Nellcor Puritan Bennett Incorporated 
                 and Aequitron Medical, Inc. (incorporated by reference to Annex A 
                 included in the Proxy Statement/Prospectus forming a part of the 
                 Registrant's Registration Statement on Form S-4 (File No. 333-14961)).
   20.1          Press Release issued by the Registrant on December 5, 1996.






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                                   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.


                                           NELLCOR PURITAN BENNETT
                                           INCORPORATED



                                           By:    /s/ Laureen DeBuono
                                               ----------------------------
                                                      Laureen DeBuono
                                               Executive Vice President, Human 
                                               Resources, General Counsel and 
                                               Secretary


Date:  December 10, 1996

EX-20.1

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                                                                  EXHIBIT 20.1

           NELLCOR PURITAN BENNETT COMPLETES ACQUISITION OF AEQUITRON

Pleasanton, CA and Minneapolis, MN -- December 5, 1996 -- Nellcor Puritan
Bennett Incorporated (Nasdaq: NELL) and Aequitron Medical, Inc. (Nasdaq:AQTN)
today announced that the stockholders of Aequitron have approved the
acquisition of Aequitron by Nellcor Puritan Bennett. The transaction closed
today. 

Under the terms of the amended and restated merger agreement, 0.467 shares of
Nellcor Puritan Bennett common stock will be issued for each share of Aequitron
stock outstanding at the time of the close. The acquisition is intended to
qualify as a tax-free reorganization and a pooling of interests for accounting
and financial reporting purposes.

Nellcor Puritan Bennett will continue to trade on the Nasdaq National Market
System under the symbol NELL. The company, headquartered in Pleasanton, has
revenue of over $700 million and approximately 5,000 employees worldwide.

Nellcor Puritan Bennett is the worldwide leader in monitoring, diagnosing and
treating the respiratory-impaired patient.