11-K

 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 11K


[X]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
     EXCHANGE   ACT OF 1934 FOR THE FISCAL YEAR ENDED
     DECEMBER 31, 1993.

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
     SECURITIES EXCHANGE   ACT OF 1934.

Commission File Number 0-3717

A.   Full title of the plan and the address of the plan, if different from that
     of the Issuer named below:
          PURITAN-BENNETT RETIREMENT SAVINGS & STOCK
          OWNERSHIP PLAN

B.   Name of Issuer of the securities held pursuant to the plan and the address
     of its principal executive office:
          PURITAN-BENNETT CORPORATION
          9401 INDIAN CREEK PARKWAY
          OVERLAND PARK, KANSAS 66210


 
                              REQUIRED INFORMATION

The financial statements, schedules, notes and opinion of the Independent
Auditor have been filed under cover of Form SE pursuant to general instruction E
to Form 11K.

Exhibits

1. Consent of Ernst & Young (Exhibit 23).

 
                                   SIGNATURES

The Plan. Pursuant to the requirement of the Securities Exchange Act of 1934,
the Benefits Plan Committee, which administers the Plan, has duly caused this
annual report to be signed on its behalf by the undersigned, hereunto duly
authorized.


     Puritan-Bennett Retirement Savings & Stock Ownership Plan


Date: June 20, 1994      By: /s/ Lee A. Robbins
                                 Lee A. Robbins
                                 Benefits Plan Committee Member

 
                                  EXHIBIT LIST

EXHIBIT
NUMBER
- - - ------
23           Consent of Ernst & Young

EX-23

 
                                                                      EXHIBIT 23



                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-36497) pertaining to the Retirement Savings and Stock Ownership Plan
of Puritan-Bennett Corporation of our report dated May 11, 1994, with respect to
the financial statements and schedules of the Puritan-Bennett Retirement Savings
and Stock Ownership Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 1993.



                                                           /s/ ERNST & YOUNG
                                                               ERNST & YOUNG


Kansas City, Missouri
June 16, 1994