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



                                    March 23, 1998




                                   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.)
   


 675 McDonnell Boulevard, St. Louis, MO                      63134
(Address of principal executive offices)                  (ZIP Code)


Registrant's telephone number,                       (314) 654-2000
    including area code

<PAGE>

Item 5.  Other Events
This document provides pro forma financial information for the six
months ended December 31, 1997 for the benefit of our investors.      
                                                                      
                                    
                            Mallinckrodt Inc.
  Unaudited Pro Forma Condensed Consolidated Statement of Operations

On August 28, 1997, Mallinckrodt Inc. (Mallinckrodt) acquired Nellcor
Puritan Bennett Incorporated (Nellcor) through an agreement to
purchase for cash all the outstanding shares of common stock of
Nellcor for $28.50 per share.  The aggregate purchase price of the
Nellcor acquisition was approximately $1.9 billion.

The acquisition was accounted for using the purchase method of
accounting.  Allocations of the purchase price have been determined
based upon preliminary estimates of fair value, and therefore, are
subject to change.  Adjustments will be recorded during the
allocation period based upon the planned future use of assets
acquired in the combined Company and the adequacy of reserves for
environmental, warranty and product liability.  The final assessments
are expected to be completed during fiscal 1998, but no later than
August 1998. 

With the consummation of the acquisition of Nellcor completed in
August 1997, management of the combined Company began to formulate
plans regarding the activities of Nellcor to be exited.  Some actions
are in the implementation stage while others will require additional
time to assess.  However, the exit plan will be finalized within the
first year following the date of acquisition and will be carried out
as quickly as possible.  The issues under discussion primarily
concern how and where the Company will perform key business
activities.  The size and diversity of Nellcor make the development
and implementation of integration efforts complex.

Upon the approval of exit plans, the resulting costs, which will
include exiting certain activities of Nellcor, involuntary severance
as a result of work force reduction, personnel relocation, and the
elimination of contractual obligations of Nellcor which will have no
future economic benefit when the plan is complete, will be recognized
as a liability assumed as of the consummation date.  As of December
31, 1997, $26.9 million has been accrued and included in the
acquisition cost allocation, and $1.6 million has been paid and
charged against this accrual.  The primary component of this balance
relates to severance agreements in place prior to the acquisition
date which provide certain employees with specified benefits in the
event that their employment with Nellcor is terminated or there is an
adverse change, based upon the employee's judgment, in the employee's
status, title, position or responsibilities.

The integration plan will also identify exit activities related to
the operations of Mallinckrodt prior to the acquisition of Nellcor. 
Costs of these exit activities, which are expected to be material but
are not yet estimable, will be charged to operating results.  These
costs will include severance and relocation which will be recognized
as a liability at the time management commits to the plan.  In
addition, integration costs of the combined Company, such as
transition bonuses and consulting costs, will generally be expensed
as incurred.  During the first half of fiscal 1998, the actions taken
have resulted in a pre-tax charge to operations of $6.8 million,
consisting of $3.8 million for integration bonuses, $1.5 million for
involuntary severance, and $1.5 million for other integration costs. 
As of December 31, 1997, payments made and charged against the above
accruals totaled $0.1 million for involuntary severance and $1.5
million for other integration costs.  Anticipated cost savings and
related liabilities from the integration of the two companies have
not been reflected in this presentation. 

The following Unaudited Pro Forma Condensed Consolidated Statement of
Operations is based upon the historical financial statements of
Mallinckrodt and Nellcor, and has been prepared under the assumptions
set forth in the accompanying Notes to Unaudited Pro Forma Condensed
Consolidated Statement of Operations.  The Unaudited Pro Forma
Condensed Consolidated Statement of Operations for the six months
ended December 31, 1997 has been prepared as if the purchase
transaction and the related financing had occurred at the beginning
of fiscal 1997.  The pro forma adjustments are based upon available
information and certain assumptions that management believes are
reasonable.
 
The Unaudited Condensed Consolidated Balance Sheet as of December 31,
1997 is presented in the Mallinckrodt Inc. Form 10-Q for the period
ended December 31, 1997 filed on February 12, 1998.

The Unaudited Pro Forma Condensed Consolidated Statement of
Operations does not purport to represent what Mallinckrodt's results
of operations would have been if consummation of the acquisition had
occurred at the beginning of fiscal 1997 or which may be achieved in
the future.  

The Unaudited Pro Forma Condensed Consolidated Statement of
Operations should be read in conjunction with the historical
financial statements and accompanying notes for Mallinckrodt.  

<PAGE>

                            Mallinckrodt Inc.
 Unaudited Pro Forma Condensed Consolidated Statement of Operations
                  Six Months Ended December 31, 1997


(In millions, except per share amounts)
<TABLE>
<CAPTION>
                              
                                                         Pro Forma 
                           Mallinckrodt(A)  Nellcor(A)  Adjustments  Combined
                            ---------------  ----------  -----------  --------
<S>                           <C>             <C>        <C>         <C>
Net sales.................    $1,154.3        $101.1                 $1,255.4
Operating costs and
 expenses:
  Cost of goods sold......       664.4          61.0     $  (.3)(B)     725.1
  Selling, administrative
   and general expenses...       308.5          37.4        7.5 (B)     353.4
  Research and development
   expenses...............        67.7           9.3                     77.0 
  Restructuring charges...                       2.4                      2.4
  Other operating
   income, net............       (18.4)                                 (18.4)
                              ---------       -------     ------     ---------  
Total operating costs
 and expenses.............     1,022.2         110.1       7.2        1,139.5
                              ---------       -------     ------     ---------

Operating earnings
 (loss)...................       132.1          (9.0)      (7.2)        115.9
Interest income and other
 nonoperating income
 (expense), net...........        11.5                     (6.9)(C)       4.6 
Interest expense..........       (47.4)          (.1)     (11.5)(D)     (59.0)
                              ---------       -------     ------     --------- 

Earnings (loss) before
 income taxes.............        96.2          (9.1)     (25.6)         61.5
Income tax provision
 (benefit)................        37.3          (2.9)      (9.4)(E)      25.0
                              ---------       -------     ------     ---------

Net earnings (loss).......        58.9          (6.2)     (16.2)         36.5
Preferred stock
 dividends................         (.2)                                   (.2)
                              ---------       -------    -------     --------- 

Available for common
 shareholders.............    $   58.7        $ (6.2)    $(16.2)     $   36.3
                              =========       =======    =======     =========
Earnings per common share (F)
 Basic....................    $    .81                               $    .50
                              =========                              =========  
 Assuming dilution........    $    .80                               $    .49 
                              =========                              =========


The accompanying Notes are an integral part of the Unaudited Pro Forma
Condensed Consolidated Statement of Operations.
</TABLE>

<PAGE>
                             Mallinckrodt Inc.
                  Notes to Unaudited Pro Forma Condensed
                    Consolidated Statement of Operations
                     Six Months Ended December 31, 1997
  

(A)  The acquisition of Nellcor occurred on August 28, 1997.  The     
     Nellcor results represent July and August activity.  The results 
     of Nellcor subsequent to acquisition are included with           
     Mallinckrodt.  The Mallinckrodt results exclude the $75.4        
     million step-up of Nellcor's inventory to fair value at date of  
     acquisition and the $398.3 million purchased research and        
     development, which were charged to operations during the first   
     half of fiscal 1998, as well as the $28.7 million tax benefit    
     related to the write-off of the stepped-up inventory.

(B)  Intangible and goodwill amortization expense related to the      
     acquisition, less amortization expense previously recorded by    
     Nellcor.  Intangibles and goodwill are amortized on a straight-  
     line basis over 10 to 30 years (weighted average life of 22      
     years).  The amortization expense is based on preliminary        
     allocation and further adjustments, which may be significant and 
     will include integration accruals, are expected during the       
     allocation period.

(C)  Elimination of Mallinckrodt domestic interest income related to  
     cash on hand used to pay for a portion of the acquisition, plus  
     $0.1 million amortization of debt issuance cost.

(D)  Interest at 6.0 percent on the borrowing of approximately $1.1   
     billion to complete the acquisition.  The interest rate is based 
     on the London Interbank Offered Rate plus a margin dependent     
     upon the Company's senior debt ratings.

(E)  Income taxes have been provided for the adjustments referred to  
     in (B), (C) and (D).  The effective tax rate is adversely        
     impacted by goodwill amortization expense which is not tax       
     effected.

(F)  The earnings per common share amounts have been restated to      
     conform with the Financial Accounting Standards Board Statement  
     No. 128, Earnings Per Share.  Statement 128 replaced the         
     previously reported primary and fully diluted earnings per share 
     with basic and diluted earnings per share.  Unlike primary       
     earnings per share, basic earnings per share excludes any        
     dilutive effects of options, warrants and convertible            
     securities.  Diluted earnings per share is very similar to the   
     previously reported fully diluted earnings per share.

     Earnings per common share were based upon the weighted average   
     number of shares of common stock for basic (72,716,625 shares)   
     and common and common stock equivalents for diluted (73,446,360  
     shares) outstanding for the six-month period ended December 31,  
     1997.

                                 ********      

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 thereunder duly authorized.

Mallinckrodt Inc.



ROGER A. KELLER
Vice President, Secretary
and General Counsel

Date:  March 23, 1998
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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

                                    March 23, 1998

                                   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.)
   

 675 McDonnell Boulevard, St. Louis, MO                      63134
(Address of principal executive offices)                  (ZIP Code)

Registrant's telephone number,                       (314) 654-2000
    including area code
Item 5.  Other Events
This document provides pro forma financial information for the six
months ended December 31, 1997 for the benefit of our investors.      
                                                                      
                                    
                            Mallinckrodt Inc.
  Unaudited Pro Forma Condensed Consolidated Statement of Operations

On August 28, 1997, Mallinckrodt Inc. (Mallinckrodt) acquired Nellcor
Puritan Bennett Incorporated (Nellcor) through an agreement to
purchase for cash all the outstanding shares of common stock of
Nellcor for $28.50 per share.  The aggregate purchase price of the
Nellcor acquisition was approximately $1.9 billion.

The acquisition was accounted for using the purchase method of
accounting.  Allocations of the purchase price have been determined
based upon preliminary estimates of fair value, and therefore, are
subject to change.  Adjustments will be recorded during the
allocation period based upon the planned future use of assets
acquired in the combined Company and the adequacy of reserves for
environmental, warranty and product liability.  The final assessments
are expected to be completed during fiscal 1998, but no later than
August 1998. 

With the consummation of the acquisition of Nellcor completed in
August 1997, management of the combined Company began to formulate
plans regarding the activities of Nellcor to be exited.  Some actions
are in the implementation stage while others will require additional
time to assess.  However, the exit plan will be finalized within the
first year following the date of acquisition and will be carried out
as quickly as possible.  The issues under discussion primarily
concern how and where the Company will perform key business
activities.  The size and diversity of Nellcor make the development
and implementation of integration efforts complex.

Upon the approval of exit plans, the resulting costs, which will
include exiting certain activities of Nellcor, involuntary severance
as a result of work force reduction, personnel relocation, and the
elimination of contractual obligations of Nellcor which will have no
future economic benefit when the plan is complete, will be recognized
as a liability assumed as of the consummation date.  As of December
31, 1997, $26.9 million has been accrued and included in the
acquisition cost allocation, and $1.6 million has been paid and
charged against this accrual.  The primary component of this balance
relates to severance agreements in place prior to the acquisition
date which provide certain employees with specified benefits in the
event that their employment with Nellcor is terminated or there is an
adverse change, based upon the employee's judgment, in the employee's
status, title, position or responsibilities.

The integration plan will also identify exit activities related to
the operations of Mallinckrodt prior to the acquisition of Nellcor. 
Costs of these exit activities, which are expected to be material but
are not yet estimable, will be charged to operating results.  These
costs will include severance and relocation which will be recognized
as a liability at the time management commits to the plan.  In
addition, integration costs of the combined Company, such as
transition bonuses and consulting costs, will generally be expensed
as incurred.  During the first half of fiscal 1998, the actions taken
have resulted in a pre-tax charge to operations of $6.8 million,
consisting of $3.8 million for integration bonuses, $1.5 million for
involuntary severance, and $1.5 million for other integration costs. 
As of December 31, 1997, payments made and charged against the above
accruals totaled $0.1 million for involuntary severance and $1.5
million for other integration costs.  Anticipated cost savings and
related liabilities from the integration of the two companies have
not been reflected in this presentation. 

The following Unaudited Pro Forma Condensed Consolidated Statement of
Operations is based upon the historical financial statements of
Mallinckrodt and Nellcor, and has been prepared under the assumptions
set forth in the accompanying Notes to Unaudited Pro Forma Condensed
Consolidated Statement of Operations.  The Unaudited Pro Forma
Condensed Consolidated Statement of Operations for the six months
ended December 31, 1997 has been prepared as if the purchase
transaction and the related financing had occurred at the beginning
of fiscal 1997.  The pro forma adjustments are based upon available
information and certain assumptions that management believes are
reasonable.
 
The Unaudited Condensed Consolidated Balance Sheet as of December 31,
1997 is presented in the Mallinckrodt Inc. Form 10-Q for the period
ended December 31, 1997 filed on February 12, 1998.

The Unaudited Pro Forma Condensed Consolidated Statement of
Operations does not purport to represent what Mallinckrodt's results
of operations would have been if consummation of the acquisition had
occurred at the beginning of fiscal 1997 or which may be achieved in
the future.  

The Unaudited Pro Forma Condensed Consolidated Statement of
Operations should be read in conjunction with the historical
financial statements and accompanying notes for Mallinckrodt.
Mallinckrodt Inc.
 Unaudited Pro Forma Condensed Consolidated Statement of Operations
                  Six Months Ended December 31, 1997

(In millions, except per share amounts)
Pro Forma 
                           Mallinckrodt(A)  Nellcor(A)  Adjustments  Combined
                            ---------------  ----------  -----------  --------
Net sales.................    $1,154.3        $101.1                 $1,255.4
Operating costs and
 expenses:
  Cost of goods sold......       664.4          61.0     $  (.3)(B)     725.1
  Selling, administrative
   and general expenses...       308.5          37.4        7.5 (B)     353.4
  Research and development
   expenses...............        67.7           9.3                     77.0 
  Restructuring charges...                       2.4                      2.4
  Other operating
   income, net............       (18.4)                                 (18.4)
                              ---------       -------     ------     ---------  
Total operating costs
 and expenses.............     1,022.2         110.1       7.2        1,139.5
                              ---------       -------     ------     ---------

Operating earnings
 (loss)...................       132.1          (9.0)      (7.2)        115.9
Interest income and other
 nonoperating income
 (expense), net...........        11.5                     (6.9)(C)       4.6 
Interest expense..........       (47.4)          (.1)     (11.5)(D)     (59.0)
                              ---------       -------     ------     --------- 

Earnings (loss) before
 income taxes.............        96.2          (9.1)     (25.6)         61.5
Income tax provision
 (benefit)................        37.3          (2.9)      (9.4)(E)      25.0
                              ---------       -------     ------     ---------

Net earnings (loss).......        58.9          (6.2)     (16.2)         36.5
Preferred stock
 dividends................         (.2)                                   (.2)
                              ---------       -------    -------     --------- 

Available for common
 shareholders.............    $   58.7        $ (6.2)    $(16.2)     $   36.3
                              =========       =======    =======     =========
Earnings per common share (F)
 Basic....................    $    .81                               $    .50
                              =========                              =========  
 Assuming dilution........    $    .80                               $    .49 
                              =========                              =========

The accompanying Notes are an integral part of the Unaudited Pro Forma
Condensed Consolidated Statement of Operations.
Mallinckrodt Inc.
                  Notes to Unaudited Pro Forma Condensed
                    Consolidated Statement of Operations
                     Six Months Ended December 31, 1997
  

(A)  The acquisition of Nellcor occurred on August 28, 1997.  The     
     Nellcor results represent July and August activity.  The results 
     of Nellcor subsequent to acquisition are included with           
     Mallinckrodt.  The Mallinckrodt results exclude the $75.4        
     million step-up of Nellcor's inventory to fair value at date of  
     acquisition and the $398.3 million purchased research and        
     development, which were charged to operations during the first   
     half of fiscal 1998, as well as the $28.7 million tax benefit    
     related to the write-off of the stepped-up inventory.

(B)  Intangible and goodwill amortization expense related to the      
     acquisition, less amortization expense previously recorded by    
     Nellcor.  Intangibles and goodwill are amortized on a straight-  
     line basis over 10 to 30 years (weighted average life of 22      
     years).  The amortization expense is based on preliminary        
     allocation and further adjustments, which may be significant and 
     will include integration accruals, are expected during the       
     allocation period.

(C)  Elimination of Mallinckrodt domestic interest income related to  
     cash on hand used to pay for a portion of the acquisition, plus  
     $0.1 million amortization of debt issuance cost.

(D)  Interest at 6.0 percent on the borrowing of approximately $1.1   
     billion to complete the acquisition.  The interest rate is based 
     on the London Interbank Offered Rate plus a margin dependent     
     upon the Company's senior debt ratings.

(E)  Income taxes have been provided for the adjustments referred to  
     in (B), (C) and (D).  The effective tax rate is adversely        
     impacted by goodwill amortization expense which is not tax       
     effected.

(F)  The earnings per common share amounts have been restated to      
     conform with the Financial Accounting Standards Board Statement  
     No. 128, Earnings Per Share.  Statement 128 replaced the         
     previously reported primary and fully diluted earnings per share 
     with basic and diluted earnings per share.  Unlike primary       
     earnings per share, basic earnings per share excludes any        
     dilutive effects of options, warrants and convertible            
     securities.  Diluted earnings per share is very similar to the   
     previously reported fully diluted earnings per share.

     Earnings per common share were based upon the weighted average   
     number of shares of common stock for basic (72,716,625 shares)   
     and common and common stock equivalents for diluted (73,446,360  
     shares) outstanding for the six-month period ended December 31,  
     1997.

                                 ********      

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 thereunder duly authorized.

Mallinckrodt Inc.

ROGER A. KELLER
Vice President, Secretary
and General Counsel

Date:  March 23, 1998