8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): February 26, 1998


                            BECKMAN INSTRUMENTS, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                    Delaware
                 ----------------------------------------------
                 (State or other Jurisdiction of Incorporation)


         001-10109                                         95-104-0600
- ------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


2500 Harbor Boulevard, Fullerton, CA                                  92834-3100
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


                                 (714) 871-4848
                         -------------------------------
                         (Registrant's Telephone Number)


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Item 5.  Other Events
         ------------ 

         On February 26, 1998, Beckman Instruments, Inc. (the "Company") issued
a press release pursuant to Securities and Exchange Commission (SEC) Rule
135c(d) announcing that it had priced its private placement of $400 million of
Senior Notes which were offered pursuant to Rule 144A and other registration
exemptions under the Securities Act of 1933, as amended.

Item 7.  Exhibits
         -------- 

    99.  Press Release, Beckman Restructures Acquisition Debt, February 26, 1998


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                                    SIGNATURE

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

                                         BECKMAN INSTRUMENTS, INC.


                                         By  /s/ D.K. WILSON      
                                             -------------------------------
Dated:  February 27, 1998                    Dennis K. Wilson
                                             Vice President, Finance and        
                                             Chief Financial Officer        

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                                  EXHIBIT INDEX

                                    FORM 8-K

Exhibit
Number
- -------
  99.      Press Release, Beckman Restructures Acquisition Debt, 
           February 26, 1998

EX-99

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                                                                      Exhibit 99

Beckman
2500 Harbor Blvd., Fullerton, California 92834
- ----------------------------------------------
Contact:    Michael J. Whelan                                     (714) 773-7620
            Director, Investor Relations



BECKMAN RESTRUCTURES ACQUISITION DEBT

FULLERTON, California, February 26, 1998 -- BECKMAN INSTRUMENTS, INC. (NYSE:
BEC), operating as Beckman Coulter, announced today that on February 25, 1998 it
had priced a private placement of $400 million of Senior Notes. Proceeds of the
offering will be used to prepay a portion of existing bank borrowings incurred
to fund the recent acquisition of Coulter Corporation and also to finance a
tender offer to purchase any and all of its $100 million 7.05 percent Debentures
due June 1, 2026. The offering is anticipated to close on March 4, 1998.

The new debt consists of $160 million of Senior Notes due March 4, 2003 with an
annual interest rate of 7.10 percent and $240 million of Senior Notes due March
4, 2008 with an annual interest rate of 7.45 percent. The offering was made in
reliance on Rule 144A and other registration exemptions under the Securities Act
of 1933, as amended. The Notes have not been registered under the Securities Act
of 1933, as amended, or any securities laws of any state or other jurisdiction
and may not be offered or sold in the United States or any state or other
jurisdiction absent registration or an applicable exemption from registration.

This announcement is neither an offer to sell nor a solicitation of an offer to
buy these notes. This announcement contains information about pending
transactions and there can be no assurance that these transactions will be
completed.