<PAGE>
            AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
               SEPTEMBER 8, 1995.  REGISTRATION NO. 33-_________
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      NELLCOR PURITAN BENNETT INCORPORATED
             (Exact name of registrant as specified in its charter)

                 DELAWARE                            94-2789249
       (State or other jurisdiction              (I.R.S. Employer
      of incorporation or organization)          Identification No.)

     4280 HACIENDA DRIVE, PLEASANTON, CA                94588
  (Address of Principal Executive Offices)           (Zip Code)

              NELLCOR INCORPORATED 1995 MERGER STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 LAUREEN DEBUONO
           EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES, GENERAL COUNSEL
                                  AND SECRETARY
                      NELLCOR PURITAN BENNETT INCORPORATED
                   4280 HACIENDA DRIVE, PLEASANTON, CA  94588
                     (Name and address of agent for service)

                                  510-463-4000
                     (Telephone number, including area code,
                              of agent for service)
                          _____________________________
                         Calculation of Registration Fee
________________________________________________________________________________
                                 Proposed   Proposed
Title of          Number         Maximum    Maximum         Amount of
Securities        of shares      Offering   Aggregate       Regis-
to be             to be          Price Per  Offering        tration
Registered        Registered     Share      Price           Fee
________________________________________________________________________________

Common Stock      550,000        $51.125*   $28,118,750     $9,696.12**

________________________________________________________________________________

*    Estimate based on the average of the high and low sales prices of the
     Company's Common Stock on August 31, 1995, as reported by the Nasdaq
     National Market.

**   Calculated pursuant to paragraphs (h)(1) and (c) of SEC Rule 457.

<PAGE>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents are incorporated by reference herein:

          (a)  The Company's annual report on Form 10-K for the fiscal year
               ended July 3, 1994, filed pursuant to Section 13(a) of the
               Securities Exchange Act of 1934, as amended (the
               "Exchange Act").

          (b)  All other reports filed by the Company since July 3, 1994 with
               the Securities and Exchange Commission pursuant to Section 13(a)
               or 15(d) of the Exchange Act.

          (c)  The description of the Company's Common Stock contained in the
               registration statement filed on Form 8-A with the Securities and
               Exchange Commission under the Exchange Act on September 15, 1986,
               including any amendments and reports filed for the purpose of
               updating such description.

          (d)  All documents subsequently filed by the Company pursuant to
               Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
               the filing of a post-effective amendment which indicates that all
               securities offered hereby have been sold or which deregisters all
               such securities then remaining unsold, shall be deemed to be
               incorporated by reference herein and to be part hereof from the
               date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.





                                      II-1

<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company, a Delaware corporation, is empowered by Section 145 of
the Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in the defense of any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his or her being or having been a director or officer of the Company.
The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

          The Company's Bylaws provide that the Company shall indemnify its
directors, and may indemnify its officers, to the full extent permitted by law.
The Company has entered into agreements with each of its directors and executive
officers, and with certain other employees, providing that the Company will
indemnify those persons to the full extent permitted by law against claims
arising out of their actions as agents of the Company and will advance expenses
of defending against such claims. The Company believes that indemnification
under its Bylaws or under such contracts covers at least negligence and gross
negligence by such directors, executive officers and other employees, and
requires the Company to advance litigation expenses in the case of stockholder
derivative or other actions against an undertaking by the indemnitee to repay
such advances if it is ultimately determined that the indemnitee is not entitled
to indemnification. The Company may enter into similar indemnification
agreements with other officers, employees or directors in the future.

          The Company is also empowered by Section 102(b) of the DGCL to include
a provision in its certificate of incorporation to limit a director's liability
to the Company or its stockholders for monetary damages for breaches of
fiduciary duty as a director. Article Tenth of the Restated Certificate of
Incorporation of the Company provides that the personal liability of the
directors of the Company is eliminated to the fullest extent permitted by the
DGCL.

          The Company presently maintains directors and officers liability
insurance coverage.

                                      II-2

<PAGE>

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

                                  EXHIBIT INDEX

Exh. No.       Description
--------       -----------

   4.1         Restated Certificate of Incorporation (incorporated by reference
               to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
               the year ended July 7, 1991).

   4.2         Certificate of Amendment to Restated Certificate of
               Incorporation.

   4.3         Certificate of Determination of Preferences of Series A Junior
               Participating Preferred Stock of the Registrant (incorporated by
               reference to Exhibit 3.2 to the Registrant's Annual Report on
               Form 10-K for the year ended July 7, 1991).

   4.4         Bylaws (filed as Exhibit 3.3 to the Registrant's Annual Report on
               Form 10-K for the year ended July 3, 1994 and incorporated herein
               by reference).

   4.5         Nellcor Incorporated 1995 Merger Stock Incentive Plan.

   5           Opinion of Morrison & Foerster.

  23.1         Consent of Price Waterhouse LLP.

  23.2         Consent of Morrison & Foerster (included in Exhibit 5).

  24           Manually executed Powers of Attorney (located on signature pages
               hereof).

                                      II-3

<PAGE>

ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

          (a)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

          (b)  That, for the purpose of determining any liability under the
               Securities Act of 1933 (the "Act"), each post-effective amendment
               referred to in undertaking (a) above shall be deemed to be a new
               registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof;

          (c)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering;

          (d)  That, for purposes of determining any liability under the Act,
               each filing of the registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               that is incorporated by reference in the registration statement
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof;

          (e)  That, insofar as indemnification for liabilities arising under
               the Act may be permitted to directors, officers and controlling
               persons of the registrant pursuant to the foregoing provisions,
               or otherwise, the registrant has been advised that in the opinion
               of the Securities and Exchange Commission such indemnification is
               against public policy as expressed in the Act and is, therefore,
               unenforceable.  In the event that a

                                      II-4

<PAGE>

               claim for indemnification against such liability (other than the
               payment by the registrant of expenses incurred or paid by a
               director, officer or controlling person of the registrant in the
               successful defense of any action, suit or proceeding) is asserted
               by such director, officer or controlling person in connection
               with the securities being registered, the registrant will, unless
               in the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it is
               against public policy as expressed in the Act and will be
               governed by the final adjudication of such issue.



                                      II-5

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, State of California on September 8,
1995.

                                             NELLCOR PURITAN BENNETT
                                             INCORPORATED



                                             By: /s/ C. RAYMOND LARKIN, JR.
                                                --------------------------------
                                                 C. Raymond Larkin, Jr.
                                                 President and Chief
                                                 Executive Officer

                   POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

          KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
persons hereby constitutes and appoints C. Raymond Larkin, Jr., Michael P.
Downey and Laureen DeBuono, and each of them, whether acting individually or
jointly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he might or could do in person, hereby ratifying and confirming all
that said attorneys-in- fact and agents, or their substitutes, may lawfully do
and cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



        Signature                         Title                    Date
--------------------------     --------------------------     -----------------

/s/ C. RAYMOND LARKIN, JR.     President, Chief Executive     September 8, 1995
--------------------------      Officer and Director
  C. Raymond Larkin, Jr.          (principal executive
                                     officer)


                                      II-6

<PAGE>

   /s/ MICHAEL P. DOWNEY       Executive Vice President and   September 8, 1995
----------------------------       Chief Financial Officer
     Michael P. Downey             (principal financial
                                   and accounting officer)

  /s/ BURTON A. DOLE, JR.        Director                     September 8, 1995
----------------------------
    Burton A. Dole, Jr.


 /s/ ROBERT J. GLASER, M.D.      Director                     September 8, 1995
----------------------------
   Robert J. Glaser, M.D.


 /s/ FREDERICK M. GRAFTON        Director                     September 8, 1995
----------------------------
   Frederick M. Grafton


   /s/ DONALD L. HAMMOND         Director                     September 8, 1995
----------------------------
     Donald L. Hammond


  /s/ THOMAS A. McDONNELL        Director                     September 8, 1995
----------------------------
    Thomas A. McDonnell


   /s/ WALTER J. McNERNEY        Director                     September 8, 1995
----------------------------
     Walter J. McNerney


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15236}]
{"company-data": {"conformed-name": "NELLCOR INC /DE/", "cik": "0000799290", "assigned-sic": "3845", "irs-number": "942789249", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62465", "film-number": "95572278"}, "business-address": {"street1": "4280 HACIENDA DRIVE", "city": "PLEASANTON", "state": "CA", "zip": "94588", "phone": "4158875858"}, "mail-address": {"street1": "4280 HACIENDA DRIVE", "city": "PLEASANTON", "state": "CA", "zip": "94588"}, "former-company": {"former-conformed-name": "NELLCOR DELAWARE INC", "date-changed": "19860929"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
               SEPTEMBER 8, 1995.  REGISTRATION NO. 33-_________
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      NELLCOR PURITAN BENNETT INCORPORATED
             (Exact name of registrant as specified in its charter)

                 DELAWARE                            94-2789249
       (State or other jurisdiction              (I.R.S. Employer
      of incorporation or organization)          Identification No.)

     4280 HACIENDA DRIVE, PLEASANTON, CA                94588
  (Address of Principal Executive Offices)           (Zip Code)

              NELLCOR INCORPORATED 1995 MERGER STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 LAUREEN DEBUONO
           EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES, GENERAL COUNSEL
                                  AND SECRETARY
                      NELLCOR PURITAN BENNETT INCORPORATED
                   4280 HACIENDA DRIVE, PLEASANTON, CA  94588
                     (Name and address of agent for service)

                                  510-463-4000
                     (Telephone number, including area code,
                              of agent for service)
                          _____________________________
                         Calculation of Registration Fee
________________________________________________________________________________
                                 Proposed   Proposed
Title of          Number         Maximum    Maximum         Amount of
Securities        of shares      Offering   Aggregate       Regis-
to be             to be          Price Per  Offering        tration
Registered        Registered     Share      Price           Fee
________________________________________________________________________________

Common Stock      550,000        $51.125*   $28,118,750     $9,696.12**

________________________________________________________________________________

*    Estimate based on the average of the high and low sales prices of the
     Company's Common Stock on August 31, 1995, as reported by the Nasdaq
     National Market.

**   Calculated pursuant to paragraphs (h)(1) and (c) of SEC Rule 457.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents are incorporated by reference herein:

          (a)  The Company's annual report on Form 10-K for the fiscal year
               ended July 3, 1994, filed pursuant to Section 13(a) of the
               Securities Exchange Act of 1934, as amended (the
               "Exchange Act").

          (b)  All other reports filed by the Company since July 3, 1994 with
               the Securities and Exchange Commission pursuant to Section 13(a)
               or 15(d) of the Exchange Act.

          (c)  The description of the Company's Common Stock contained in the
               registration statement filed on Form 8-A with the Securities and
               Exchange Commission under the Exchange Act on September 15, 1986,
               including any amendments and reports filed for the purpose of
               updating such description.

          (d)  All documents subsequently filed by the Company pursuant to
               Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
               the filing of a post-effective amendment which indicates that all
               securities offered hereby have been sold or which deregisters all
               such securities then remaining unsold, shall be deemed to be
               incorporated by reference herein and to be part hereof from the
               date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                      II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company, a Delaware corporation, is empowered by Section 145 of
the Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in the defense of any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his or her being or having been a director or officer of the Company.
The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

          The Company's Bylaws provide that the Company shall indemnify its
directors, and may indemnify its officers, to the full extent permitted by law.
The Company has entered into agreements with each of its directors and executive
officers, and with certain other employees, providing that the Company will
indemnify those persons to the full extent permitted by law against claims
arising out of their actions as agents of the Company and will advance expenses
of defending against such claims. The Company believes that indemnification
under its Bylaws or under such contracts covers at least negligence and gross
negligence by such directors, executive officers and other employees, and
requires the Company to advance litigation expenses in the case of stockholder
derivative or other actions against an undertaking by the indemnitee to repay
such advances if it is ultimately determined that the indemnitee is not entitled
to indemnification. The Company may enter into similar indemnification
agreements with other officers, employees or directors in the future.

          The Company is also empowered by Section 102(b) of the DGCL to include
a provision in its certificate of incorporation to limit a director's liability
to the Company or its stockholders for monetary damages for breaches of
fiduciary duty as a director. Article Tenth of the Restated Certificate of
Incorporation of the Company provides that the personal liability of the
directors of the Company is eliminated to the fullest extent permitted by the
DGCL.

          The Company presently maintains directors and officers liability
insurance coverage.

                                      II-2
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

                                  EXHIBIT INDEX

Exh. No.       Description
--------       -----------

   4.1         Restated Certificate of Incorporation (incorporated by reference
               to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
               the year ended July 7, 1991).

   4.2         Certificate of Amendment to Restated Certificate of
               Incorporation.

   4.3         Certificate of Determination of Preferences of Series A Junior
               Participating Preferred Stock of the Registrant (incorporated by
               reference to Exhibit 3.2 to the Registrant's Annual Report on
               Form 10-K for the year ended July 7, 1991).

   4.4         Bylaws (filed as Exhibit 3.3 to the Registrant's Annual Report on
               Form 10-K for the year ended July 3, 1994 and incorporated herein
               by reference).

   4.5         Nellcor Incorporated 1995 Merger Stock Incentive Plan.

   5           Opinion of Morrison & Foerster.

  23.1         Consent of Price Waterhouse LLP.

  23.2         Consent of Morrison & Foerster (included in Exhibit 5).

  24           Manually executed Powers of Attorney (located on signature pages
               hereof).

                                      II-3
ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

          (a)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

          (b)  That, for the purpose of determining any liability under the
               Securities Act of 1933 (the "Act"), each post-effective amendment
               referred to in undertaking (a) above shall be deemed to be a new
               registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof;

          (c)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering;

          (d)  That, for purposes of determining any liability under the Act,
               each filing of the registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               that is incorporated by reference in the registration statement
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof;

          (e)  That, insofar as indemnification for liabilities arising under
               the Act may be permitted to directors, officers and controlling
               persons of the registrant pursuant to the foregoing provisions,
               or otherwise, the registrant has been advised that in the opinion
               of the Securities and Exchange Commission such indemnification is
               against public policy as expressed in the Act and is, therefore,
               unenforceable.  In the event that a

                                      II-4
claim for indemnification against such liability (other than the
               payment by the registrant of expenses incurred or paid by a
               director, officer or controlling person of the registrant in the
               successful defense of any action, suit or proceeding) is asserted
               by such director, officer or controlling person in connection
               with the securities being registered, the registrant will, unless
               in the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it is
               against public policy as expressed in the Act and will be
               governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, State of California on September 8,
1995.

                                             NELLCOR PURITAN BENNETT
                                             INCORPORATED

                                             By: /s/ C. RAYMOND LARKIN, JR.
                                                --------------------------------
                                                 C. Raymond Larkin, Jr.
                                                 President and Chief
                                                 Executive Officer

                   POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

          KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
persons hereby constitutes and appoints C. Raymond Larkin, Jr., Michael P.
Downey and Laureen DeBuono, and each of them, whether acting individually or
jointly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he might or could do in person, hereby ratifying and confirming all
that said attorneys-in- fact and agents, or their substitutes, may lawfully do
and cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

        Signature                         Title                    Date
--------------------------     --------------------------     -----------------

/s/ C. RAYMOND LARKIN, JR.     President, Chief Executive     September 8, 1995
--------------------------      Officer and Director
  C. Raymond Larkin, Jr.          (principal executive
                                     officer)

                                      II-6
/s/ MICHAEL P. DOWNEY       Executive Vice President and   September 8, 1995
----------------------------       Chief Financial Officer
     Michael P. Downey             (principal financial
                                   and accounting officer)

  /s/ BURTON A. DOLE, JR.        Director                     September 8, 1995
----------------------------
    Burton A. Dole, Jr.

 /s/ ROBERT J. GLASER, M.D.      Director                     September 8, 1995
----------------------------
   Robert J. Glaser, M.D.

 /s/ FREDERICK M. GRAFTON        Director                     September 8, 1995
----------------------------
   Frederick M. Grafton

   /s/ DONALD L. HAMMOND         Director                     September 8, 1995
----------------------------
     Donald L. Hammond

  /s/ THOMAS A. McDONNELL        Director                     September 8, 1995
----------------------------
    Thomas A. McDonnell

   /s/ WALTER J. McNERNEY        Director                     September 8, 1995
----------------------------
     Walter J. McNerney

                                      II-7