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



                                  February 6, 1997  




                                  Mallinckrodt Inc.
               (Exact name of registrant as specified in its charter)




           New York                  1-483            36-1263901
(State or other jurisdiction     (Commission      (I.R.S. Employer
    of incorporation)            File Number)     Identification No.)
   


 7733 Forsyth Boulevard, St. Louis, MO                63105-1820
(Address of principal executive offices)              (ZIP Code)


Registrant's telephone number,                     (314) 854-5200
    including area code

<PAGE>

Item 5.  Other Events
A press release was issued February 5, 1997.  The relevant portion of
that release was as follows:

MALLINCKRODT ANNOUNCES ROCHE WILL ACQUIRE 
TASTEMAKER OPERATIONS; REITERATES FOCUS 
ON CORE BUSINESSES, SHARE REPURCHASES

ST. LOUIS, Mo., February 5, 1997 - Mallinckrodt Inc. (NYSE:MKG)
announced today that it has signed an agreement to divest its 50
percent share of the Tastemaker business, a flavors joint venture
with Hercules Incorporated, to Roche, based in Basel, Switzerland.
     Closing is anticipated within 60 to 90 days, subject to
receiving necessary regulatory and other customary approvals.  The
transaction is expected to have a net value to Mallinckrodt of
approximately $550 million, which includes an exchange of stock and
debt assumption.
     Mallinckrodt Chairman and Chief Executive Officer C. Ray Holman
said that the transaction is in line with the company's announcement
last August to divest the Tastemaker flavors business and its animal
health business and the desire to focus on and expand its core
businesses, human healthcare and specialty chemicals. 
     "We also want our shareholders to benefit from the value created
by the partners with the Tastemaker joint venture," Holman said. "We
expect, during the next 18 months, to make incremental share
repurchases of up to $250 million over and above previously announced
programs, depending on conditions in the open market and other
strategic priorities. 
     For Tastemaker, we are delighted that the new owner is such an
excellent strategic fit," Holman said.  "That business is
well-positioned to realize its full potential."
     Mallinckrodt's financial results will be restated to reflect
Tastemaker and related matters as discontinued operations, effective
with the company's recently closed second quarter. The restated
consolidated sales and earnings are shown on the attached tables.  
     Mallinckrodt Inc. is an international growth company serving
markets in human healthcare and chemicals.  Dedicated to improving
healthcare and chemistry, the company is a major producer of
diagnostic imaging agents, medical devices, analgesic
pharmaceuticals, catalysts, and laboratory and microelectronic
chemicals.  The St. Louis, Missouri-based company, with fiscal 1996
net sales of $2.2 billion, sells more than 2,000 products in more
than 100 countries.  Mallinckrodt employs about 10,400 people
worldwide.  The Mallinckrodt web site and address is
<www.mallinckrodt.com>.

<PAGE>

                           MALLINCKRODT INC.
                   CONSOLIDATED SALES AND EARNINGS
                             FISCAL 1997
                (in millions, except per share amounts)

                                    Quarter
                               -------------------                    
                                                     Year to
                                First(1)    Second    Date(1)
                               ---------    ------   ---------    
Net sales
  Human healthcare             $  361.7    $ 372.4   $  734.1
  Specialty chemicals              80.5       80.6      161.1
  Animal health                    99.4      118.1      217.5
  Intersegment sales                (.2)                  (.2)
                               ---------   --------  --------- 
Consolidated                   $  541.4    $ 571.1   $1,112.5 
                               =========   ========  =========        
                        

Operating earnings (loss)
  Human healthcare             $   67.4$   $  68.4   $  135.8
  Specialty chemicals               5.5        6.0       11.5
  Animal health                     (.1)       9.6        9.5
  Corporate                        (6.6)      (7.4)     (14.0)
                               ---------   --------  ---------  
                                   66.2       76.6      142.8
Interest and other
  nonoperating income, net          4.5        6.4       10.9
Interest expense                  (13.9)     (11.8)     (25.7)
                                --------    -------  ---------
Earnings from 
  continuing operations 
  before income taxes              56.8       71.2      128.0
Income tax provision               21.0       26.0       47.0 
                               ---------    -------  ---------
Earnings from 
  continuing operations            35.8       45.2       81.0
Discontinued operations             (.4)      (1.7)      (2.1)
                               ---------    -------  ---------
Net earnings                       35.4       43.5       78.9
Preferred stock dividends           (.1)       (.1)       (.2)
                               ---------   --------  --------- 
Available for common
  shareholders                 $   35.3    $  43.4   $   78.7 
                               =========   ========  =========

Earnings per common share
  Continuing operations        $    .47    $   .59   $   1.07
  Discontinued operations                     (.02)      (.03)
                               ---------   --------  ---------
Net earnings                   $    .47    $   .57   $   1.04 
                               =========   ========  =========

Average common shares              75.5       75.8       75.6    



        See accompanying notes for additional information.

<PAGE>
                            MALLINCKRODT INC.
                     CONSOLIDATED SALES AND EARNINGS
                (in millions, except per share amounts)

<TABLE> 
<CAPTIONS>
                                      
                                   Year Ended June 30    
                         ----------------------------------------------------   
<S>                      <C>         <C>       <C>        <C>        <C>
                          1996(3)     1995      1994(4)    1993(5)    1992(6)
                         ---------  --------   --------  ----------  ---------
Net sales
  Human healthcare       $1,422.7   $1,336.8   $1,193.2    $1,047.6   $  854.4
  Specialty chemicals       332.0      251.8      155.9       130.9      133.9
  Animal health             455.8      454.9      429.5       448.6      469.6
  Divested operations(2)                                                  27.5
  Intersegment sales          (.3)       (.3)       (.7)        (.3)       (.1)
                          --------  ---------   ---------  ---------- --------- 

Consolidated             $2,210.2   $2,043.2   $1,777.9    $1,626.8   $1,485.3 
                         =========  ========   =========  ==========  =========

Operating earnings(loss)
  Human healthcare       $  309.0   $  276.0   $  178.1    $  216.9   $  166.8  
  Specialty chemicals        27.9       20.6       12.5       (50.2)       7.5
  Animal health              34.9       28.7        1.0      (276.6)      29.8
  Divested operations(2)                                                   4.8
  Corporate                 (41.4)     (28.8)     (30.2)      (35.6)     (30.6)
  Eliminations                (.3)        .2         .1                    (.5)
                         ---------  ---------   --------   ----------  --------
                            330.1      296.7      161.5      (145.5)     177.8
Interest and other
  nonoperating income
  (expense), net              (.3)      (4.2)       (.4)        2.6       15.3
Interest expense            (56.2)     (55.5)     (40.0)      (37.4)     (39.9)
                         ---------  ---------   --------   ----------  --------
Earnings (loss) from 
  continuing operations 
  before income taxes       273.6      237.0      121.1      (180.3)     153.2
Income tax provision
 (benefit)                  101.0       88.8       44.6       (36.6)      55.9 
                         ---------  ---------   --------   ----------  --------
Earnings (loss) from 
  continuing operations     172.6      148.2       76.5      (143.7)      97.3
Discontinued operations      39.3       32.1       27.3        23.9       30.2 
                        ---------   --------   --------   ----------  --------       
Earnings (loss) before
  cumulative effect of
  accounting changes        211.9      180.3      103.8      (119.8)     127.5
Cumulative effect of
  accounting changes                                          (80.6)
                         --------  ---------   ---------   ---------   -------  
Net earnings (loss)         211.9      180.3      103.8      (200.4)     127.5
Preferred stock dividends     (.4)       (.4)       (.4)        (.4)       (.4)
                         --------  ---------   ---------   ---------   -------
Available for common     
  shareholders           $  211.5   $  179.9   $  103.4    $ (200.8)   $ 127.1 
                         ========   ========   =========   =========   =======

Earnings (loss) per 
  common share
Continuing operations    $   2.26   $   1.91    $   .98    $  (1.86)   $  1.24
Discontinued operations       .51        .41        .35         .30        .39 
                         --------   --------    -------    ---------   -------      

Earnings (loss) before  
  cumulative effect of
  accounting changes         2.77       2.32       1.33      (1.56)       1.63
Cumulative effect of
  accounting changes                                         (1.04)           
                         ---------  ---------   --------   ---------   --------
Net earnings (loss)      $   2.77   $   2.32    $  1.33    $ (2.60)    $  1.63 
                         =========  =========   ========   =========   ========
Average common shares        76.3       77.5       77.6       77.4        77.8

</TABLE>
                  See accompanying notes for additional information.


<PAGE>
                                MALLINCKRODT INC.
                        CONSOLIDATED SALES AND EARNINGS
                                 FISCAL 1996
                   (in millions, except per share amounts)

<TABLE>
<CAPTIONS>
                                                Quarter
                              -------------------------------------              
<S>                      <C>        <C>         <C>       <C>         <C>        
                  
                           First    Second(3)    Third     Fourth      Year  
                         ---------  ---------   -------   ---------   ---------
Net sales
  Human healthcare       $  316.1   $  331.9    $ 374.3   $ 400.4    $1,422.7
  Specialty chemicals        75.1       80.3       86.1      90.5       332.0
  Animal health             101.0      116.0      112.4     126.4       455.8
  Intersegment sales          (.1)                  (.2)                  (.3)
                         ---------  ---------   --------  ---------   --------- 
Consolidated             $  492.1   $  528.2    $ 572.6   $  617.3   $2,210.2 
                         =========  =========   ========  =========   =========


Operating earnings  
  Human healthcare       $   62.0   $   68.4    $  81.6   $   97.0   $  309.0
  Specialty chemicals         4.6        5.5        7.4       10.4       27.9
  Animal health               5.0        4.2        7.6       18.1       34.9
  Corporate                  (7.5)      (7.1)      (8.6)     (18.2)     (41.4)
  Eliminations                (.1)       (.2)                             (.3)
                         ---------  ---------   --------   --------   ---------
                             64.0       70.8       88.0      107.3      330.1

Interest and other
  nonoperating income
  (expense), net              (.4)       (.5)       (.7)       1.3        (.3)
Interest expense            (13.9)     (14.7)     (14.9)     (12.7)     (56.2)
                         ---------  ---------   --------   --------   ---------
Earnings from 
  continuing operations 
  before income taxes        49.7       55.6       72.4       95.9      273.6
Income tax provision         18.6       20.9       26.8       34.7      101.0 
                         ---------  ---------   --------   --------   ---------
Earnings from 
  continuing operations      31.1       34.7       45.6       61.2      172.6
Discontinued operations       8.1       22.6        2.8        5.8       39.3
                         ---------  ---------   --------   --------   ---------
Net earnings                 39.2       57.3       48.4       67.0      211.9
Preferred stock dividends     (.1)       (.1)       (.1)       (.1)       (.4)
                         ---------  ---------   --------   --------   ---------
Available for common
  shareholders           $   39.1   $   57.2    $  48.3    $  66.9    $ 211.5 
                         =========  =========   ========   ========   =========

Earnings per common share
  Continuing operations  $    .40   $    .45    $   .60    $   .81    $  2.26
  Discontinued operations     .10        .30        .04        .08        .51 
                         ---------  ---------   --------   ---------  ---------
Net earnings             $    .50   $    .75    $   .64    $   .89    $  2.77 
                         =========  =========   ========   =========  =========

Average common shares        77.9       76.4       75.5       75.4       76.3

</TABLE>
Earnings per share for the four quarters of fiscal 1996 are more than full year
per share results by $.01 from a decrease in common shares outstanding.

See accompanying notes for additional information.

<PAGE>

                             MALLINCKRODT INC.
                 CONSOLIDATED OPERATING COSTS AND EXPENSES
                                   FISCAL 1997
                                  (in millions)


                                     Quarter
                              -------------------
                                                  
                                                     Year to
                               First(1)    Second      Date 
                              ---------    -------   --------- 

Net sales                       $541.4     $571.1    $1,112.5  
                              =========    =======   =========
Operating costs and 
  expenses:
  Cost of goods sold            $296.3     $307.9      $604.2
  Selling, administrative
    and general expenses         146.4      151.4       297.8
  Research and development 
    expenses                      36.0       34.2        70.2
  Other operating (income)
    expense, net                  (3.5)       1.0        (2.5)
                              ---------    -------   ---------                  
         
Total operating costs and
  expenses                       475.2      494.5       969.7 
                              ---------    -------   ---------

Operating earnings              $ 66.2     $ 76.6    $  142.8 
                              =========    =======   =========


        See accompanying notes for additional information.

<PAGE>
                                MALLINCKRODT INC.
                  CONSOLIDATED OPERATING COSTS AND EXPENSES
                                (in millions)


<TABLE>
<CAPTIONS>
                                  Year Ended June 30    
                           ----------------------------------------------------                                                    
 
<S>                        <C>         <C>        <C>        <C>       <C>
                            1996(3)     1995      1994(4)   1993(5)    1992(6)
                           ---------   ---------  ---------  --------  -------- 
   

Net sales                  $2,210.2    $2,043.2   $1,777.9  $1,626.8   $1,485.3
                           ========   =========   ========  ========   ========

Operating costs and 
  expenses:
  Cost of goods sold       $1,192.8    $1,102.8   $  931.9  $  861.6  $  785.0
  Selling, administrative
    and general expenses      584.9       552.8      496.7     487.1     446.0
  Research and development 
    expenses                  116.2        97.8       95.3      95.4      85.1
  Restructuring charge                                93.9     334.1
  Other operating income, net (13.8)       (6.9)      (1.4)     (5.9)     (8.6)
                           ---------   ---------  ---------  --------  --------
Total operating costs and
  expenses                  1,880.1     1,746.5    1,616.4   1,772.3   1,307.5
                           ---------   ---------  ---------  --------  --------


Operating earnings (loss)  $  330.1    $  296.7   $  161.5   $(145.5)  $ 177.8 
                           =========   =========  =========  ========  ========

</TABLE>

            See accompanying notes for additional information.

<PAGE>

                               MALLINCKRODT INC.
                 CONSOLIDATED OPERATING COSTS AND EXPENSES
                                 FISCAL 1996
                                (in millions)

<TABLE>
<CAPTIONS>
                                            Quarter
                              -----------------------------------------          
<S>                          <C>      <C>         <C>       <C>      <C>
                              First   Second(3)    Third    Fourth      Year  
                             -------  ---------   --------  -------  --------- 
Net sales                     $492.1    $528.2     $572.6   $617.3   $2,210.2
                             =======  =========   ========  =======  ========= 

Operating costs and 
  expenses:
  Cost of goods sold          $268.3    $289.1     $311.0   $324.4   $1,192.8
  Selling, administrative
    and general expenses       138.9     141.0      146.7    158.3      584.9
  Research and development 
    expenses                    24.1      31.5       28.9     31.7      116.2
  Other operating income, net   (3.2)     (4.2)      (2.0)    (4.4)     (13.8)
                             -------- ---------   --------  -------  ---------
Total operating costs and
  expenses                     428.1     457.4      484.6    510.0    1,880.1 
                             -------- ---------   --------  -------   --------

Operating Earnings           $  64.0    $ 70.8     $ 88.0  $ 107.3    $ 330.1 
                             ======== =========   ======== ========   ========


</TABLE>

                  See accompanying notes for additional information.


                                MALLINCKRODT INC.
     NOTES TO CONSOLIDATED SALES AND EARNINGS & OPERATING COSTS AND EXPENSES


(1) Results for 1997 included a one-time research and development charge of     
    $6.0 million, $3.8 million after taxes, or $.05 per share resulting from a 
    strategic alliance to develop new magnetic resonance imaging technology    
    during the first quarter.

    Also during the third quarter of 1997, the Company's Board of Directors    
    approved a formal plan to divest Fries & Fries, Inc., a wholly owned       
    subsidiary which owns a fifty percent interest in Tastemaker, the Company's
    flavor joint venture with Hercules, Inc.  Fries & Fries, Inc.'s $510       
    million of short-term debt which is outstanding as of January 29, 1997 will
    be assumed as part of the divestiture.  Results for Fries & Fries, Inc.     
    have been accounted for as a discontinued operation, and accordingly, prior 
    period results have been restated.

(2) Divested operations relates primarily to the divested cosmetic and          
    electronic chemicals businesses.

(3) Results for 1996 included a noncash charge for write-off of purchased       
    research and development of $3.7 million, $2.3 million after taxes, or $.03 
    per share, relating to the animal health acquisition of Syntro Corporation  
    during the second quarter.

    Also during the second quarter of 1996, the animal feed ingredients         
    business was sold.  Results for the feed ingredients business have been     
    accounted for as a discontinued operation, and accordingly, prior period    
    results have been restated.  Other principal factors affecting discontinued 
    operations were an after tax gain of $35.4 million on the sale of the feed  
    ingredients business and an after tax provision for additional              
    environmental costs of $15.6 million.

(4) Results for 1994 included restructuring charges of $93.9 million, $58.8     
    million after taxes, or $.76 per share.  Pre-tax charges included in human  
    healthcare and animal health were $73.9 million and $20.0 million,          
    respectively.

    Results for 1994 also included favorable tax adjustments of $3.0 million,   
    or $.04 per share, resulting from U.S. and foreign tax law changes.

(5) Results for 1993 included restructuring charges of $334.1 million, $242.2   
    million after taxes, or $3.13 per share. Pre-tax charges included in human  
    healthcare, specialty chemicals and animal health were $3.4 million, $47.9  
    million and $282.8 million, respectively.

    Results for 1993 also included corporate expense charges of $5.5 million,   
    $3.4 million after taxes, or $.04 per share, from executive resignations.

(6) Results for 1992 included charges of $4.8 million, $3.0 million after       
    taxes, or $.04 per share, related to technical manufacturing control       
    problems at a Kansas City, Kansas, animal health manufacturing facility.    
    These charges were more than offset by gains totaling $10.7 million, $6.7   
    million after taxes, or $.08 per share, from sales of investments.



                                    # # # 




Mallinckrodt Inc.


By:  ROGER A. KELLER
------------------------
Roger A. Keller      
Vice President, Secretary
and General Counsel

February 5, 1997
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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

                                  February 6, 1997  

                                  Mallinckrodt Inc.
               (Exact name of registrant as specified in its charter)

           New York                  1-483            36-1263901
(State or other jurisdiction     (Commission      (I.R.S. Employer
    of incorporation)            File Number)     Identification No.)
   

 7733 Forsyth Boulevard, St. Louis, MO                63105-1820
(Address of principal executive offices)              (ZIP Code)

Registrant's telephone number,                     (314) 854-5200
    including area code
Item 5.  Other Events
A press release was issued February 5, 1997.  The relevant portion of
that release was as follows:

MALLINCKRODT ANNOUNCES ROCHE WILL ACQUIRE 
TASTEMAKER OPERATIONS; REITERATES FOCUS 
ON CORE BUSINESSES, SHARE REPURCHASES

ST. LOUIS, Mo., February 5, 1997 - Mallinckrodt Inc. (NYSE:MKG)
announced today that it has signed an agreement to divest its 50
percent share of the Tastemaker business, a flavors joint venture
with Hercules Incorporated, to Roche, based in Basel, Switzerland.
     Closing is anticipated within 60 to 90 days, subject to
receiving necessary regulatory and other customary approvals.  The
transaction is expected to have a net value to Mallinckrodt of
approximately $550 million, which includes an exchange of stock and
debt assumption.
     Mallinckrodt Chairman and Chief Executive Officer C. Ray Holman
said that the transaction is in line with the company's announcement
last August to divest the Tastemaker flavors business and its animal
health business and the desire to focus on and expand its core
businesses, human healthcare and specialty chemicals. 
     "We also want our shareholders to benefit from the value created
by the partners with the Tastemaker joint venture," Holman said. "We
expect, during the next 18 months, to make incremental share
repurchases of up to $250 million over and above previously announced
programs, depending on conditions in the open market and other
strategic priorities. 
     For Tastemaker, we are delighted that the new owner is such an
excellent strategic fit," Holman said.  "That business is
well-positioned to realize its full potential."
     Mallinckrodt's financial results will be restated to reflect
Tastemaker and related matters as discontinued operations, effective
with the company's recently closed second quarter. The restated
consolidated sales and earnings are shown on the attached tables.  
     Mallinckrodt Inc. is an international growth company serving
markets in human healthcare and chemicals.  Dedicated to improving
healthcare and chemistry, the company is a major producer of
diagnostic imaging agents, medical devices, analgesic
pharmaceuticals, catalysts, and laboratory and microelectronic
chemicals.  The St. Louis, Missouri-based company, with fiscal 1996
net sales of $2.2 billion, sells more than 2,000 products in more
than 100 countries.  Mallinckrodt employs about 10,400 people
worldwide.  The Mallinckrodt web site and address is
.
MALLINCKRODT INC.
                   CONSOLIDATED SALES AND EARNINGS
                             FISCAL 1997
                (in millions, except per share amounts)

                                    Quarter
                               -------------------                    
                                                     Year to
                                First(1)    Second    Date(1)
                               ---------    ------   ---------    
Net sales
  Human healthcare             $  361.7    $ 372.4   $  734.1
  Specialty chemicals              80.5       80.6      161.1
  Animal health                    99.4      118.1      217.5
  Intersegment sales                (.2)                  (.2)
                               ---------   --------  --------- 
Consolidated                   $  541.4    $ 571.1   $1,112.5 
                               =========   ========  =========        
                        

Operating earnings (loss)
  Human healthcare             $   67.4$   $  68.4   $  135.8
  Specialty chemicals               5.5        6.0       11.5
  Animal health                     (.1)       9.6        9.5
  Corporate                        (6.6)      (7.4)     (14.0)
                               ---------   --------  ---------  
                                   66.2       76.6      142.8
Interest and other
  nonoperating income, net          4.5        6.4       10.9
Interest expense                  (13.9)     (11.8)     (25.7)
                                --------    -------  ---------
Earnings from 
  continuing operations 
  before income taxes              56.8       71.2      128.0
Income tax provision               21.0       26.0       47.0 
                               ---------    -------  ---------
Earnings from 
  continuing operations            35.8       45.2       81.0
Discontinued operations             (.4)      (1.7)      (2.1)
                               ---------    -------  ---------
Net earnings                       35.4       43.5       78.9
Preferred stock dividends           (.1)       (.1)       (.2)
                               ---------   --------  --------- 
Available for common
  shareholders                 $   35.3    $  43.4   $   78.7 
                               =========   ========  =========

Earnings per common share
  Continuing operations        $    .47    $   .59   $   1.07
  Discontinued operations                     (.02)      (.03)
                               ---------   --------  ---------
Net earnings                   $    .47    $   .57   $   1.04 
                               =========   ========  =========

Average common shares              75.5       75.8       75.6    

        See accompanying notes for additional information.
MALLINCKRODT INC.
                     CONSOLIDATED SALES AND EARNINGS
                (in millions, except per share amounts)
Year Ended June 30    
                         ----------------------------------------------------
1996(3)     1995      1994(4)    1993(5)    1992(6)
                         ---------  --------   --------  ----------  ---------
Net sales
  Human healthcare       $1,422.7   $1,336.8   $1,193.2    $1,047.6   $  854.4
  Specialty chemicals       332.0      251.8      155.9       130.9      133.9
  Animal health             455.8      454.9      429.5       448.6      469.6
  Divested operations(2)                                                  27.5
  Intersegment sales          (.3)       (.3)       (.7)        (.3)       (.1)
                          --------  ---------   ---------  ---------- --------- 

Consolidated             $2,210.2   $2,043.2   $1,777.9    $1,626.8   $1,485.3 
                         =========  ========   =========  ==========  =========

Operating earnings(loss)
  Human healthcare       $  309.0   $  276.0   $  178.1    $  216.9   $  166.8  
  Specialty chemicals        27.9       20.6       12.5       (50.2)       7.5
  Animal health              34.9       28.7        1.0      (276.6)      29.8
  Divested operations(2)                                                   4.8
  Corporate                 (41.4)     (28.8)     (30.2)      (35.6)     (30.6)
  Eliminations                (.3)        .2         .1                    (.5)
                         ---------  ---------   --------   ----------  --------
                            330.1      296.7      161.5      (145.5)     177.8
Interest and other
  nonoperating income
  (expense), net              (.3)      (4.2)       (.4)        2.6       15.3
Interest expense            (56.2)     (55.5)     (40.0)      (37.4)     (39.9)
                         ---------  ---------   --------   ----------  --------
Earnings (loss) from 
  continuing operations 
  before income taxes       273.6      237.0      121.1      (180.3)     153.2
Income tax provision
 (benefit)                  101.0       88.8       44.6       (36.6)      55.9 
                         ---------  ---------   --------   ----------  --------
Earnings (loss) from 
  continuing operations     172.6      148.2       76.5      (143.7)      97.3
Discontinued operations      39.3       32.1       27.3        23.9       30.2 
                        ---------   --------   --------   ----------  --------       
Earnings (loss) before
  cumulative effect of
  accounting changes        211.9      180.3      103.8      (119.8)     127.5
Cumulative effect of
  accounting changes                                          (80.6)
                         --------  ---------   ---------   ---------   -------  
Net earnings (loss)         211.9      180.3      103.8      (200.4)     127.5
Preferred stock dividends     (.4)       (.4)       (.4)        (.4)       (.4)
                         --------  ---------   ---------   ---------   -------
Available for common     
  shareholders           $  211.5   $  179.9   $  103.4    $ (200.8)   $ 127.1 
                         ========   ========   =========   =========   =======

Earnings (loss) per 
  common share
Continuing operations    $   2.26   $   1.91    $   .98    $  (1.86)   $  1.24
Discontinued operations       .51        .41        .35         .30        .39 
                         --------   --------    -------    ---------   -------      

Earnings (loss) before  
  cumulative effect of
  accounting changes         2.77       2.32       1.33      (1.56)       1.63
Cumulative effect of
  accounting changes                                         (1.04)           
                         ---------  ---------   --------   ---------   --------
Net earnings (loss)      $   2.77   $   2.32    $  1.33    $ (2.60)    $  1.63 
                         =========  =========   ========   =========   ========
Average common shares        76.3       77.5       77.6       77.4        77.8
See accompanying notes for additional information.
MALLINCKRODT INC.
                        CONSOLIDATED SALES AND EARNINGS
                                 FISCAL 1996
                   (in millions, except per share amounts)
Quarter
                              -------------------------------------
First    Second(3)    Third     Fourth      Year  
                         ---------  ---------   -------   ---------   ---------
Net sales
  Human healthcare       $  316.1   $  331.9    $ 374.3   $ 400.4    $1,422.7
  Specialty chemicals        75.1       80.3       86.1      90.5       332.0
  Animal health             101.0      116.0      112.4     126.4       455.8
  Intersegment sales          (.1)                  (.2)                  (.3)
                         ---------  ---------   --------  ---------   --------- 
Consolidated             $  492.1   $  528.2    $ 572.6   $  617.3   $2,210.2 
                         =========  =========   ========  =========   =========

Operating earnings  
  Human healthcare       $   62.0   $   68.4    $  81.6   $   97.0   $  309.0
  Specialty chemicals         4.6        5.5        7.4       10.4       27.9
  Animal health               5.0        4.2        7.6       18.1       34.9
  Corporate                  (7.5)      (7.1)      (8.6)     (18.2)     (41.4)
  Eliminations                (.1)       (.2)                             (.3)
                         ---------  ---------   --------   --------   ---------
                             64.0       70.8       88.0      107.3      330.1

Interest and other
  nonoperating income
  (expense), net              (.4)       (.5)       (.7)       1.3        (.3)
Interest expense            (13.9)     (14.7)     (14.9)     (12.7)     (56.2)
                         ---------  ---------   --------   --------   ---------
Earnings from 
  continuing operations 
  before income taxes        49.7       55.6       72.4       95.9      273.6
Income tax provision         18.6       20.9       26.8       34.7      101.0 
                         ---------  ---------   --------   --------   ---------
Earnings from 
  continuing operations      31.1       34.7       45.6       61.2      172.6
Discontinued operations       8.1       22.6        2.8        5.8       39.3
                         ---------  ---------   --------   --------   ---------
Net earnings                 39.2       57.3       48.4       67.0      211.9
Preferred stock dividends     (.1)       (.1)       (.1)       (.1)       (.4)
                         ---------  ---------   --------   --------   ---------
Available for common
  shareholders           $   39.1   $   57.2    $  48.3    $  66.9    $ 211.5 
                         =========  =========   ========   ========   =========

Earnings per common share
  Continuing operations  $    .40   $    .45    $   .60    $   .81    $  2.26
  Discontinued operations     .10        .30        .04        .08        .51 
                         ---------  ---------   --------   ---------  ---------
Net earnings             $    .50   $    .75    $   .64    $   .89    $  2.77 
                         =========  =========   ========   =========  =========

Average common shares        77.9       76.4       75.5       75.4       76.3
Earnings per share for the four quarters of fiscal 1996 are more than full year
per share results by $.01 from a decrease in common shares outstanding.

See accompanying notes for additional information.
MALLINCKRODT INC.
                 CONSOLIDATED OPERATING COSTS AND EXPENSES
                                   FISCAL 1997
                                  (in millions)

                                     Quarter
                              -------------------
                                                  
                                                     Year to
                               First(1)    Second      Date 
                              ---------    -------   --------- 

Net sales                       $541.4     $571.1    $1,112.5  
                              =========    =======   =========
Operating costs and 
  expenses:
  Cost of goods sold            $296.3     $307.9      $604.2
  Selling, administrative
    and general expenses         146.4      151.4       297.8
  Research and development 
    expenses                      36.0       34.2        70.2
  Other operating (income)
    expense, net                  (3.5)       1.0        (2.5)
                              ---------    -------   ---------                  
         
Total operating costs and
  expenses                       475.2      494.5       969.7 
                              ---------    -------   ---------

Operating earnings              $ 66.2     $ 76.6    $  142.8 
                              =========    =======   =========

        See accompanying notes for additional information.
MALLINCKRODT INC.
                  CONSOLIDATED OPERATING COSTS AND EXPENSES
                                (in millions)
Year Ended June 30    
                           ----------------------------------------------------
1996(3)     1995      1994(4)   1993(5)    1992(6)
                           ---------   ---------  ---------  --------  -------- 
   

Net sales                  $2,210.2    $2,043.2   $1,777.9  $1,626.8   $1,485.3
                           ========   =========   ========  ========   ========

Operating costs and 
  expenses:
  Cost of goods sold       $1,192.8    $1,102.8   $  931.9  $  861.6  $  785.0
  Selling, administrative
    and general expenses      584.9       552.8      496.7     487.1     446.0
  Research and development 
    expenses                  116.2        97.8       95.3      95.4      85.1
  Restructuring charge                                93.9     334.1
  Other operating income, net (13.8)       (6.9)      (1.4)     (5.9)     (8.6)
                           ---------   ---------  ---------  --------  --------
Total operating costs and
  expenses                  1,880.1     1,746.5    1,616.4   1,772.3   1,307.5
                           ---------   ---------  ---------  --------  --------

Operating earnings (loss)  $  330.1    $  296.7   $  161.5   $(145.5)  $ 177.8 
                           =========   =========  =========  ========  ========
See accompanying notes for additional information.
MALLINCKRODT INC.
                 CONSOLIDATED OPERATING COSTS AND EXPENSES
                                 FISCAL 1996
                                (in millions)
Quarter
                              -----------------------------------------
First   Second(3)    Third    Fourth      Year  
                             -------  ---------   --------  -------  --------- 
Net sales                     $492.1    $528.2     $572.6   $617.3   $2,210.2
                             =======  =========   ========  =======  ========= 

Operating costs and 
  expenses:
  Cost of goods sold          $268.3    $289.1     $311.0   $324.4   $1,192.8
  Selling, administrative
    and general expenses       138.9     141.0      146.7    158.3      584.9
  Research and development 
    expenses                    24.1      31.5       28.9     31.7      116.2
  Other operating income, net   (3.2)     (4.2)      (2.0)    (4.4)     (13.8)
                             -------- ---------   --------  -------  ---------
Total operating costs and
  expenses                     428.1     457.4      484.6    510.0    1,880.1 
                             -------- ---------   --------  -------   --------

Operating Earnings           $  64.0    $ 70.8     $ 88.0  $ 107.3    $ 330.1 
                             ======== =========   ======== ========   ========
See accompanying notes for additional information.

                                MALLINCKRODT INC.
     NOTES TO CONSOLIDATED SALES AND EARNINGS & OPERATING COSTS AND EXPENSES

(1) Results for 1997 included a one-time research and development charge of     
    $6.0 million, $3.8 million after taxes, or $.05 per share resulting from a 
    strategic alliance to develop new magnetic resonance imaging technology    
    during the first quarter.

    Also during the third quarter of 1997, the Company's Board of Directors    
    approved a formal plan to divest Fries & Fries, Inc., a wholly owned       
    subsidiary which owns a fifty percent interest in Tastemaker, the Company's
    flavor joint venture with Hercules, Inc.  Fries & Fries, Inc.'s $510       
    million of short-term debt which is outstanding as of January 29, 1997 will
    be assumed as part of the divestiture.  Results for Fries & Fries, Inc.     
    have been accounted for as a discontinued operation, and accordingly, prior 
    period results have been restated.

(2) Divested operations relates primarily to the divested cosmetic and          
    electronic chemicals businesses.

(3) Results for 1996 included a noncash charge for write-off of purchased       
    research and development of $3.7 million, $2.3 million after taxes, or $.03 
    per share, relating to the animal health acquisition of Syntro Corporation  
    during the second quarter.

    Also during the second quarter of 1996, the animal feed ingredients         
    business was sold.  Results for the feed ingredients business have been     
    accounted for as a discontinued operation, and accordingly, prior period    
    results have been restated.  Other principal factors affecting discontinued 
    operations were an after tax gain of $35.4 million on the sale of the feed  
    ingredients business and an after tax provision for additional              
    environmental costs of $15.6 million.

(4) Results for 1994 included restructuring charges of $93.9 million, $58.8     
    million after taxes, or $.76 per share.  Pre-tax charges included in human  
    healthcare and animal health were $73.9 million and $20.0 million,          
    respectively.

    Results for 1994 also included favorable tax adjustments of $3.0 million,   
    or $.04 per share, resulting from U.S. and foreign tax law changes.

(5) Results for 1993 included restructuring charges of $334.1 million, $242.2   
    million after taxes, or $3.13 per share. Pre-tax charges included in human  
    healthcare, specialty chemicals and animal health were $3.4 million, $47.9  
    million and $282.8 million, respectively.

    Results for 1993 also included corporate expense charges of $5.5 million,   
    $3.4 million after taxes, or $.04 per share, from executive resignations.

(6) Results for 1992 included charges of $4.8 million, $3.0 million after       
    taxes, or $.04 per share, related to technical manufacturing control       
    problems at a Kansas City, Kansas, animal health manufacturing facility.    
    These charges were more than offset by gains totaling $10.7 million, $6.7   
    million after taxes, or $.08 per share, from sales of investments.

                                    # # # 

Mallinckrodt Inc.

By:  ROGER A. KELLER
------------------------
Roger A. Keller      
Vice President, Secretary
and General Counsel

February 5, 1997