EXHIBIT 10.1

                    EIGHTH AMENDMENT TO CREDIT AGREEMENT



           EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),  dated
  as of October 16, 1998, among  DADE BEHRING HOLDINGS, INC.  ("Holdings"),
  DADE BEHRING INC. (the "Borrower"),  the financial institutions party  to
  the Credit Agreement referred  to below (the  "Banks") and BANKERS  TRUST
  COMPANY, as Agent  (the "Agent") for  the Banks.   All capitalized  terms
  used herein and not otherwise defined shall have the respective  meanings
  provided such terms in the Credit Agreement. 


                            W I T N E S S E T H :
 
            WHEREAS, Holdings, the  Borrower, the Banks  and the Agent  are
  parties to a Credit Agreement,  dated as of May  7, 1996 and amended  and
  restated as  of  April  29,  1997  (as  amended,  modified,  restated  or
  supplemented to the date hereof, the "Credit Agreement"); and

            WHEREAS, the Banks  wish to grant  the consent provided  below,
  and the  parties hereto  wish to  amend the  Credit Agreement  as  herein
  provided;

            NOW, THEREFORE, it is agreed:


  I.   Amendments  and Consents to Credit Agreement.
 
            1.   Notwithstanding anything  to  the  contrary  contained  in
  Sections 7.11 and 8.16 of the Credit Agreement, in the Pledge  Agreement,
  in the  First Amendment,  in the  Second Amendment  to Credit  Agreement,
  dated as  of December  12, 1997,  or  in the  Fifth Amendment  to  Credit
  Agreement, dated  as of  April  30, 1998,  the  Banks hereby  agree  that
  Holdings and  its  Subsidiaries shall  not  (subject to  the  immediately
  succeeding proviso) be required to pledge to the Pledgee under the Pledge
  Agreement the capital stock of any of the Foreign Subsidiaries listed  on
  Annex I hereto (each, an "Excluded Pledge Subsidiary"); provided however,
  that if, at the time of the delivery of the financial statements provided
  in Section 7.01(c) of the Credit  Agreement, the aggregate book value  of
  the gross assets, or the aggregate net revenues for the last four  fiscal
  quarters, of the Excluded Pledge Subsidiaries exceeds at any time 3.0% of
  the book value of consolidated gross assets or consolidated net revenues,
  as the  case may  be, of  Holdings and  its Subsidiaries,  then upon  the
  request of the Administrative  Agent or the  Required Banks, Holdings  or
  the relevant Subsidiary  shall, within  90 days  following such  request,
  pledge the capital stock of such  of the Excluded Pledge Subsidiaries  as
  the Borrower  may  select in  its  discretion  (at which  time  any  such
  Excluded Pledge Subsidiary the stock of  which is so pledged shall  cease
  to constitute an "Excluded Pledge Subsidiary" and Annex I hereto shall be
  deemed modified to reflect such change) as may be required to ensure that
  the aggregate  book value  of  the gross  assets,  or the  aggregate  net
  revenues for the last four fiscal  quarters, of the then Excluded  Pledge
  Subsidiaries does not exceed 3.0% of the book value of consolidated gross
  assets or consolidated net revenues, as the case may be, of Holdings  and
  its Subsidiaries, with any such pledge of capital stock required pursuant
  to this proviso to be made  in accordance with the relevant  requirements
  of the Pledge Agreement and the Credit Agreement.
<PAGE>
            2.   Notwithstanding anything  to  the  contrary  contained  in
  Sections 7.11  and  8.16  of  the  Credit  Agreement  or  in  the  Pledge
  Agreement, the Banks  hereby agree that  Dade Finance Inc.  shall not  be
  required to pledge to the Pledgee  under the Pledge Agreement any of  the
  capital stock of Dade Behring Grundstucks GmbH.

            3.   The definition of "Consolidated EBIT" appearing in Section
  10 of the Credit Agreement is  hereby amended by inserting the  following
  text immediately after clause (viii) appearing in said definition:

            ",  (ix)   any   one-time  charge   deducted   in   determining
  Consolidated Net  Income  for such  period  and relating  to  the  Vendor
  Financing Program, provided  that the aggregate  amount of charges  added

  back pursuant  to this  clause  (ix) for  all  periods shall  not  exceed
  $4,500,000 and (x)  non-recurring costs  arising in  connection with  the
  implementation by Holdings and its Subsidiaries of the Year 2000 and Euro
  conversions, provided  that  the aggregate  amount  of costs  added  back
  pursuant  to  this  clause   (x)  for  all   periods  shall  not   exceed
  $35,000,000".

  II.  Miscellaneous Provisions.

            1.   In order to induce the Banks to enter into this Amendment,
  the Borrower hereby represents and warrants that:

            (a)  no Default or  Event of Default  exists as  of the  Eighth
       Amendment Effective Date,  both before  and after  giving effect  to
       this Amendment; and

            (b)  all of the representations and warranties contained in the
       Credit Agreement or the other Credit Documents are true and  correct
       in all material respects on and as of the Eighth Amendment Effective
       Date, both before and  after giving effect  to this Amendment,  with
       the same effect  as though such  representations and warranties  had
       been made on and as of the Eighth Amendment Effective Date (it being
       understood that any representation or warranty made as of a specific
       date shall be true and correct  in all material respects as of  such
       specific date).

            2.   This Amendment  is  limited  as specified  and  shall  not
  constitute a modification, acceptance or waiver of any other provision of
  the Credit Agreement or any other Credit Document.

            3.   This  Amendment  may   be  executed  in   any  number   of
  counterparts  and   by  the   different   parties  hereto   on   separate
  counterparts, each  of which  counterparts  when executed  and  delivered
  shall be an original, but all of which shall together constitute one  and
  the same instrument.  A complete set of counterparts shall be lodged with
  the Borrower and the Agent.

            4.   THIS AMENDMENT  AND  THE  RIGHTS AND  OBLIGATIONS  OF  THE
  PARTIES HEREUNDER SHALL BE CONSTRUED IN  ACCORDANCE WITH AND GOVERNED  BY
  THE LAW OF THE STATE OF NEW YORK.
<PAGE>
            5.   This Amendment  shall become  effective on  the date  (the
  "Eighth Amendment Effective  Date") when each  of Holdings, the  Borrower
  and the Required Banks  shall have signed  a counterpart hereof  (whether
  the same or different counterparts) and  shall  have delivered (including
  by way  of facsimile transmission)  the same to  the  Agent at its Notice
  Office.

            6.   From and after  the Eighth Amendment  Effective Date,  all
  references in the Credit Agreement and each of the other Credit Documents
  to the Credit Agreement  shall be deemed to  be references to the  Credit
  Agreement as amended hereby.

                            *         *         *

<PAGE>


            (i) Dade Behring Diagnostics San Bhd (Malaysia);

            (ii) PT Behrindonusa Perkasa (Indonesia);

            (iii) Dade Behring Diagnostics, Inc. (Philippines);

            (iv) Dade Behring Diagnostics Ltd. (Thailand);

            (v) Dade Behring Diagnostics Asia Pte. Ltd (Singapore);

            (vi) Dade Behring Diagnostics S.A.E. (Egypt);

            (vii) Dade Behring Diagnostics Ltda (Brazil);

            (viii) Dade Behring Diagnostics Ltd (UK);

            (ix) Behring Diagnostics AG (Switzerland); and

            (x) Behring Diagnostika Tibbi  Tani Arac ve Gerecleri  Ticaret
                Ltd Sirketi (Turkey)


<PAGE>

       IN WITNESS  WHEREOF,  the  parties hereto  have  caused  their  duly
  authorized officers to execute and deliver this Amendment as of the  date
  first above written.

                                DADE BEHRING HOLDINGS, INC.

                                By
                                  /s/
                                  -------------------------------------
                                  Name:  Nancy A. Krejsa
                                  Title:  Vice President & Treasurer

                                DADE BEHRING INC.

                                By
                                  /s/
                                  -------------------------------------
                                  Name:  Nancy A. Krejsa
                                  Title:  Vice President & Treasurer


                                BANKERS TRUST COMPANY,
                                  Individually, as Agent
                                  and as Collateral Agent

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:  Mary K. Coyle
                                  Title:  Managing Director


                                THE BANK OF NOVA SCOTIA

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:  M.D. Smith
                                  Title:  Agent Operations


                                BANK OF TOKYO-MITSUBISHI
                                TRUST COMPANY

                                By
                                /s/                                       
                                  -------------------------------------
                                  Name:  Paul Malecki
                                  Title:  Vice President
<PAGE>

                                BANKBOSTON, N. A.

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:  Christopher J. Wickle
                                  Title:  Vice President


                                GENERAL ELECTRIC CAPITAL CORPORATION

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:  Holly Kaczmarczyk
                                  Title:  Duly Authorized Signatory


                                SANWA BUSINESS CREDIT CORPORATION

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:  Lawrence J. Placek
                                  Title:  Vice President


                                ABN AMRO BANK N.V., Chicago Branch

                                By
                                  /s/
                                  -------------------------------------
                                  Name:  Joann L. Holman
                                  Title:  Vice President

                                By
                                  /s/  
                                  -------------------------------------

                                  Name:  Darin P. Fischer
                                  Title:  Assistant Vice President


                                AG CAPITAL FUNDING PARTNERS, L.P.
                                  By: Angelo, Gordon & Co., L.P., as
                                  Investment
                                  Advisor

                                By
                                  /s/
                                  -------------------------------------
                                  Name:  Jeffrey H. Aronson
                                  Title:  Managing Director

<PAGE>

                                CITIBANK, N.A.

                                By
                                  /s/
                                  -------------------------------------
                                  Name:
                                  Title:


                                CITY NATIONAL BANK

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:
                                  Title:


                                CREDIT AGRICOLE INDOSUEZ

                                By
                                  /s/  
                                  -------------------------------------
                                  Name:  David Bouhl, F.V.P.
                                  Title: Head of Corporate Banking - Chicago

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:  Dean Balice
                                  Title: Senior Vice President Branch Manager


                                CRESCENT/MACH I PARTNERS, L.P.
                                  By TCW Asset Management Company,
                                  its Investment Manager

                                By/s/ 
                                  -------------------------------------
                                  Name:
                                  Title:


                                DAI-ICHI KANGYO BANK LTD.

                                By/s/
                                  -------------------------------------
                                  Name:
                                  Title:

<PAGE>
                                DELANO COMPANY
                                  By Pacific Investment Management Company,
                                  as its Investment Advisor

                                By/s/
                                  -------------------------------------
                                  Name:
                                  Title:


                                FIRST NATIONAL BANK OF CHICAGO

                                By
                                  /s/ 
                                  -------------------------------------  
                                  Name:  Christopher Cavaiani
                                  Title:  Vice President


                                THE FUJI BANK, LIMITED

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:
                                  Title:


                                IMPERIAL BANK

                                By
                                  /s/                                    
                                  -------------------------------------
                                  Name:
                                  Title:


                                KEYPORT LIFE INSURANCE COMPANY
                                  By:  Stein, Roe & Farnham, as Investment
                                  Advisor

                                By
                                  /s/
                                  -------------------------------------
                                  Name:  Brian W. Good
                                  Title: Vice President & Portfolio Manager

<PAGE>
                                MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
                                  By: Merrill Lynch Asset Management L.P.,
                                  as Investment advisor

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:
                                  Title:


                                MERRILL LYNCH PRIME RATE PORTFOLIO
                                  By:  Merrill Lynch Asset Management L.P.,
                                  as Investment Advisor

                                By
                                  /s/
                                  -------------------------------------
                                  Name:
                                  Title:


                                MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:
                                  Title:


                                OCTAGON LOAN TRUST,
                                  By: Octagon Credit Investors, its Manager

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:
                                  Title:


                                PILGRIM AMERICA PRIME RATE TRUST
                                By: PILGRIM AMERICA INVESTMENTS, INC., as
                                  its Investment Manager

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:  Charles E. LeMieux, CFA
                                  Title:  Assistant Vice President

<PAGE>
                                MORGAN STANLEY DEAN WITTER PRIME
                                INCOME TRUST

                                By
                                  /s/
                                  -------------------------------------
                                  Name
                                  Title:


                                SAKURA BANK LTD.

                                By
                                  /s/
                                  -------------------------------------
                                  Name: :  Masayuki Kobayashi
                                  Title: Joint General Manager


                                SOCIETE GENERALE

                                By
                                  /s/
                                  -------------------------------------
                                  Name:  Jose Gutierrez
                                  Title:  Vice President


                                SOUTHERN PACIFIC BANK

                                By
                                  /s/ 
                                  -------------------------------------
                                  Name:  Charles D. Martorano
                                  Title:  Senior Vice President


                                CAPTIVA FINANCE LTD.

                                By
                                /s/ 
                                  -------------------------------------
                                  Name:
                                  Title: