10-Q/A

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                                    FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


           X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          --             SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED JANUARY 1, 1995
                                       OR
          ___TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM _____ TO _____

                         COMMISSION FILE NUMBER 0-14980

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


                   DELAWARE                            94-2789249
     (State or other jurisdiction of        (IRS Employer  Identification No.)
     incorporation or organization)

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

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                  Yes   X    No
                                      ----      ----

     Number of shares of Common Stock, $.001 par value, outstanding as of
January 1, 1995 was 16,590,108.

                                     Page 1
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                       PART II -- OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

a)   Exhibits.

     10.1 Credit facility agreement*

     10.2 Form of President / Chief Executive Officer Severance Agreement*

     10.3 Form of Executive Officer Severance Agreement*

     10.4 Form of Key Employee Severance Agreement*

     11.1 Statement of computation of net income per share.*

     27.  Financial Data Schedule

     -----------------------
     *Previously filed.

b)   Reports on Form 8-K.

     No reports on Form 8-K were filed during the quarter ended January 1, 1995.


                              Page 2


                                    SIGNATURE


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

                                   NELLCOR INCORPORATED



DATED     March 24, 1995           By    /s/  Michael P. Downey
     -----------------------          ------------------------------------
                                   Michael P. Downey
                                   Vice President and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                              Page 3


                                  EXHIBIT INDEX


       Exhibit                                            Location in Form
         No.                  Description                      10-Q
       -------                -----------                 ----------------

        10.1      Credit line facility agreement*                ------

        10.2      Form of President / Chief Executive            ------
                    Officer Severance Agreement*

        10.3      Form of Executive Officer Severance            ------
                    Agreement*

        10.4      Form of Key Employee Severance                 ------
                    Agreement*

        11.1      Statement of computation of net income         ------
                    per share*

        27.       Financial Data Schedule                        ------

       -----------------------
       *Previously filed.

                              Page 4

EX-27.

 


<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NELLCOR
INCORPORATED BALANCE SHEET AS OF JANUARY 1, 1995, AND CONSOLIDATED STATEMENT OF
INCOME FOR THE FIRST SIX MONTHS ENDED JANUARY 1995, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                           JUL-2-1995
<PERIOD-START>                              JUL-4-1994
<PERIOD-END>                                JAN-1-1995
<EXCHANGE-RATE>                                      1
<CASH>                                          94,231
<SECURITIES>                                    37,645
<RECEIVABLES>                                   36,843
<ALLOWANCES>                                     1,059
<INVENTORY>                                     26,134
<CURRENT-ASSETS>                               200,257
<PP&E>                                          76,045
<DEPRECIATION>                                  41,620
<TOTAL-ASSETS>                                 248,369
<CURRENT-LIABILITIES>                           31,669
<BONDS>                                              0
<COMMON>                                            18
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     216,682
<TOTAL-LIABILITY-AND-EQUITY>                   248,369
<SALES>                                        119,731
<TOTAL-REVENUES>                               119,731
<CGS>                                           48,163
<TOTAL-COSTS>                                   48,163
<OTHER-EXPENSES>                                50,798
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 23,132
<INCOME-TAX>                                     8,790
<INCOME-CONTINUING>                             14,342
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    14,342
<EPS-PRIMARY>                                     0.85
<EPS-DILUTED>                                     0.85