Exhibit 10.9(b)
                                                                    

                             AMENDMENT NO. 1 TO THE
                                 MALLINCKRODT INC.
                      LONG-TERM INCENTIVE COMPENSATION PLAN

     The Mallinckrodt Inc. Long-Term Incentive Compensation Plan (the
"Plan") is hereby amended, effective as of April 16, 1997, as set
forth below:

     1.   The second sentence of Section 5(a) of the Plan is hereby
amended to read in its entirety as follows:

     Within the 90-day period immediately following the beginning of
each Performance Cycle, the Committee will establish, in writing, the
objective performance goals applicable to each Participant or class
of Participants for the Performance Cycle.

     2.   Section 6 of the Plan is hereby amended by deleting the
last sentence of such Section.

     3.   Section 7(b) of the Plan is hereby amended to read in its
entirety as follows:

     (b)  For purposes of this Plan, a "change in control" of the     
     Corporation means the occurrences of any one of the              
    following events:

          (i)    any "person" (as such term is defined in Section     
     3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange    
     Act") and as used in Sections 13(d)(3) and 14(d)(2) of the       
     Exchange Act) is or becomes a "beneficial owner" (as defined     
     in Rule 13d-3 under the Exchange Act), directly or indirectly,   
     of securities of the Corporation representing 20% or more of     
     the combined voting power of the Corporation's then              
     outstanding securities eligible to vote for the election of      
     the Board (the "Corporation Voting Securities"); provided,
                                                      -------- 
     however, that the event described in this paragraph (i) shall 
     -------
     not be deemed to be a Change in Control by virtue of any of the  
     following acquisitions: (A) by the Corporation or any Subsidiary 
     of the Corporation, (B) by any employee benefit plan sponsored   
     or maintained by the Corporation or any Subsidiary of the        
     Corporation, (C) by any underwriter temporarily holding          
     securities pursuant to an offering of such securities, (D)       
     pursuant to a NonControl Transaction (as defined in paragraph    
     (iii)), (E) with respect to a Participant pursuant to any        
     acquisition by the Participant or any group of persons including 
     the Participant; or (F) except as provided in (iii) below, in    
     which Corporation Voting Securities are acquired from the        
     Corporation, if a resolution providing expressly that the        
     acquisition pursuant to this clause (F) does not constitute a    
     Change in Control under this paragraph (I) is approved by a vote 
     of at least a majority of the directors comprising the Incumbent 
     Board (as hereinafter defined);

          (ii)   individuals who, on April 16, 1997, constitute the   
     Board (the "Incumbent Board") cease for any reason to constitute 
     at least a majority thereof, provided that any person becoming a 
     director subsequent to April 16, 1997, whose election, or        
     nomination for election, by the Corporation's stockholders was   
     approved by a vote of at least a majority of the directors       
     comprising the Incumbent Board (either by a specific vote or by  
     approval of the proxy statement of the Corporation in which such 
     person is named as a nominee for director, without objection to  
     such nomination) shall be, for purposes of this paragraph (ii),  
     considered as though such person were a member of the Incumbent  
     Board; provided, however, that no individual initially elected 
            --------  ------- 
     or nominated as a director of the Corporation as a result of an  
     actual or threatened election contest with respect to directors  
     or any other actual or threatened solicitation of proxies or     
     consents by or on behalf of any person other than the Board      
     shall be deemed to be a member of the Incumbent Board;

          (iii)  the consummation of a merger, consolidation, share   
     exchange or similar form of corporate reorganization of the      
     Corporation or any such type of transaction requiring the        
     approval of the Corporation's stockholders (whether for such     
     transaction or the issuance of securities in the transaction or  
     otherwise), or the consummation of the direct or indirect sale   
     or other disposition of all or substantially all of the assets,  
     of the Corporation (a "Business Combination"), unless            
     immediately following such Business Combination: (A) more than   
     50% of the total voting power of the publicly-traded corporation 
     resulting from such Business Combination (including, without     
     limitation, any corporation which directly or indirectly has     
     beneficial ownership of 100% of the Corporation Voting           
     Securities or all or substantially all of the Corporation's      
     assets) eligible to elect directors of such corporation is       
     represented by shares that were Corporation Voting Securities    
     immediately prior to such Business Combination (either by        
     remaining outstanding or being converted), and such voting power 
     is in substantially the same proportion as the voting power of   
     such Corporation Voting Securities immediately prior to the      
     Business Combination, (B) no person (other than any publicly-    
     traded holding company resulting from such Business Combination, 
     any employee benefit plan sponsored or maintained by the         
     Corporation (or the corporation resulting from such Business     
     Combination), or any person which beneficially owned,            
     immediately prior to such Business Combination, directly or      
     indirectly, 20% or more of the Corporation Voting Securities (a  
     "Corporation 20% Stockholder")) becomes the beneficial owner,    
     directly or indirectly, of 20% or more of the total voting power 
     of the outstanding voting securities eligible to elect directors 
     of the corporation resulting from such Business Combination and  
     no Corporation 20% Stockholder increases its percentage of such  
     total voting power, and (C) at least a majority of the members   
     of the board of directors of the corporation resulting from such 
     Business Combination were members of the Incumbent Board at the  
     time of the approval of the Board of the execution of the        
     initial agreement providing for such Business Combination (a     
     "Non-Control Transaction"); or

          (iv)   the stockholders of the Corporation approve a plan   
     of complete liquidation or dissolution of the Corporation.

Notwithstanding the foregoing, a Change in Control of the Corporation
shall not be deemed to occur solely because any person acquires
beneficial ownership of more than 20% of the Corporation Voting
Securities as a result of the acquisition of Corporation Voting
Securities by the Corporation which, by reducing the number of
Corporation Voting Securities outstanding, increases the percentage
of shares beneficially owned by such person; provided, that if a
                                             --------  ---- 
Change in Control of the Corporation would occur as a result of such
an acquisition by the Corporation (if not for the operation of this
sentence), and after the Corporation's acquisition such person
becomes the beneficial owner of additional Corporation Voting
Securities that increases the percentage of outstanding Corporation
Voting Securities beneficially owned by such person, then a Change in
Control of the Corporation shall occur. Notwithstanding anything in
this Plan to the contrary, if a Participant's employment is
terminated prior to a Change in Control, and the Participant
reasonably demonstrates that such termination was at the request of a
third party who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control and who effectuates a Change
in Control, then for all purposes of this Plan with respect to such
Participant, the date of a Change in Control shall mean the date
immediately prior to the date of such termination of employment.