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



       Date of Report (Date of earliest event reported):  AUGUST 25, 1995
                                                          ---------------


                      NELLCOR PURITAN BENNETT INCORPORATED
         --------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



         DELAWARE                0-14980                    94-278249
----------------------------  ----------------    ----------------------------
(STATE OR OTHER JURISDICTION  (COMMISSION FILE    (IRS EMPLOYER IDENTIFICATION
   OF INCORPORATION)                NO.)                       NO.)

                4280 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588
         --------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                              NELLCOR INCORPORATED
        ----------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)





ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     On August 25, 1995, the Registrant completed the acquisition of
Puritan-Bennett Corporation, a Delaware corporation ("P-B").  The acquisition of
P-B was consummated pursuant to an Agreement and Plan of Merger, dated as of
May 21, 1995 and amended as of June 30, 1995, pursuant to which Puma Merger
Corporation, a wholly owned subsidiary of the Registrant, was merged with and
into P-B (the "Merger").  Upon consummation of the Merger, approximately
11,624,471 shares of the Registrant's common stock became issuable to the former
stockholders of P-B, reflecting an exchange ratio of 0.88 shares of the
Registrant's common stock for each outstanding share of P-B's common stock.  In
addition, approximately 550,000 additional shares of the Registrant's common
stock are reserved for issuance upon exercise of options issued in replacement
of P-B options that were not exercised prior to the consummation of the Merger.
The Merger was structured as a tax free reorganization and is intended to be
accounted for as a pooling of interests.

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

a.   Financial Statements of P-B.

     Incorporated herein by reference to (a) Exhibit 13 to P-B's Annual Report
     on Form 10-K for the year ended January 31, 1995 and (b) pages 14-16 of the
     Puritan-Bennett Corporation First Quarter Report, 1996, filed as Exhibit 19
     to P-B's Quarterly Report on Form 10-Q for the quarter ended April 30,
     1995.

b.   Pro Forma Financial Information.

     Incorporated herein by reference to pages 63-67 of the Joint Proxy
     Statement/Prospectus forming a part of the Registrant's Registration
     Statement on Form S-4 (File No. 33-61169).

c.   Exhibits

EXHIBIT NO.    DOCUMENT

     2.1       Agreement and Plan of Merger, dated as of May 21, 1995 and
               amended as of June 30, 1995, by and between Nellcor Incorporated,
               Puma Merger Corporation and Puritan-Bennett Corporation
               (incorporated by reference to Annexes A and B included in the
               Joint Proxy Statement/Prospectus forming a part of the
               Registrant's Registration Statement on Form S-4 (File
               No. 33-61169)).

     20.1      Press Releases issued by the Registrant on August 24, 1995 and
               August 25, 1995.

     23.1      Consent of Ernst & Young, LLP




     99.1      Financial Statements of P-B (incorporated herein by reference to
               (a) Exhibit 13 to P-B's Annual Report on Form 10-K for the year
               ended January 31, 1995 and (b) pages 14-16 of the Puritan-Bennett
               Corporation First Quarter Report, 1996, filed as Exhibit 19 to
               P-B's Quarterly Report on Form 10-Q for the quarter ended
               April 30, 1995).


                                    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: September 8, 1995

EX-20.1

NELLCOR-R-                                            NEWS RELEASE

                                                      Contact:  Susan Freschi
                                                                510/463-4000


             NELLCOR, PURITAN-BENNETT STOCKHOLDERS APPROVE MERGER


PLEASANTON, CA AND OVERLAND PARK, KS - August 24, 1995 - Nellcor Incorporated
(Nasdaq:NELL) and Puritan-Bennett Corporation (Nasdaq:PBEN) announced that the
stockholders of both companies at special meetings today have approved the
merger of Puritan-Bennett Corporation into a wholly-owned subsidiary of
Nellcor Incorporated. The transaction is expected to close tomorrow, August 25.

Nellcor Puritan Bennett Incorporated will continue to trade on the Nasdaq
National Market System under the symbol NELL. The company, headquartered in
Pleasanton, has combined revenue of over $600 million and 4,000 employees
worldwide.

"The formation of Nellcor Puritan Bennett combines market leaders in patient
safety monitoring and respiratory therapy to create the world's preeminent
respiratory products company," said C. Raymond Larkin, Jr., president and
chief executive officer, and Burton A. Dole, Jr., chairman. "Our company
combines the market and technology leadership with the significant financial
resources required to compete in today's changing health care environment. We
look forward to the opportunity to create significant value for our customers
and stockholders."

Since the merger was originally announced May 22, 1995, the companies have
been working together through 20 integration teams to develop the
organizational structure of the new company and plan the steps necessary to
combine operations of the two








NELLCOR, PURITAN-BENNETT STOCKHOLDERS APPROVE MERGER
PAGE TWO


companies. Implementation of these plans will begin upon closing of the
transaction and will continue over the next several months.

"We expect the merger to create significant opportunities for growth in
revenue and earnings as a result of broader market access and product
offerings, new product development and cost savings from consolidation," Mr.
Larkin stated. "Excluding integration and transaction charges which will be
taken in the first quarter and are currently estimated to be between $50 -
$70 million, we expect earnings accretion in the first year. Charges relating
to goodwill arising from the companies' prior acquisitions may also be taken
in the first quarter as a result of the merger."

Under the terms of the merger agreement, 0.88 shares of Nellcor common stock
will be issued for each share of Puritan-Bennett stock outstanding at the
time of close. The merger is intended to qualify as a tax-free reorganization
and a pooling-of-interests for accounting and financial reporting purposes.
On the date of close, Nellcor Puritan Bennett Incorporated will have a total
market valuation of approximately $1.5 billion.

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








NELLCOR
PURITAN
BENNETT                                               NEWS RELEASE

                                                      Contact:  Susan Freschi
                                                                510/463-4000


                   NELLCOR PURITAN BENNETT COMPLETES MERGER


PLEASANTON, CA - August 28, 1995 - Nellcor Puritan Bennett Incorporated
(Nasdaq:NELL) today announced that the merger of Puritan-Bennett Corporation
into a wholly-owned subsidiary of Nellcor Incorporated was completed as
scheduled on Friday, August 25, 1995.

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

EX-23.1

                                                                    EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the inclusion and/or incorporation by reference in the
Report on Form 8-K of Nellcor Puritan Bennett Incorporated dated August 25,
1995 of our reports dated March 6, 1995, with respect to the consolidated
financial statements of Puritan-Bennett Corporation and subsidiaries
incorporated by reference in its Annual Report (Form 10-K) for the year ended
January 31, 1995, and April 25, 1995, with respect to the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.



                                   /s/ ERNST & YOUNG LLP
                                   ----------------------------------------
                                   Ernst & Young LLP



Kansas City, Missouri
September 5, 1995