SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549

                               FORM 10-Q

     X     QUARTERLY REPORT  PURSUANT  TO SECTION  13  OR 15(d)  OF  THE
SECURITIES EXCHANGE ACT OF 1934
                               
              For the quarterly period ended March 31, 1997

          TRANSITION REPORT  PURSUANT  TO SECTION  13  OR 15(d)  OF  THE
SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to __________

                    Commission file number 333-13523

                        DADE INTERNATIONAL INC.   

         (Exact name of Registrant as Specified in its Charter)

          Delaware                               36-3949533    
(State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
Incorporation or Organization)

            1717 Deerfield Road        
            Deerfield, Illinois                   60015-0778      
(Address of Principal Executive Officer)          (Zip Code)


                                847-267-5300      
           (Registrant's Telephone Number, Including Area Code)


Indicate by  check whether  the registrant  (1)  has filed  all  reports
required to be filed by Section  13 or 15(d) of the Securities  Exchange
Act of 1934 during proceeding 12 months (or for such shorter period that
the registrant was  required to  file such  reports), and  (2) has  been
subject to such filing requirements for the last 90 days.

               Yes           X                    No______________
                                                                  
The number of shares  of the registrant's Common  Stock, $.01 par  value
per share, outstanding as of May  1, 1997, the latest practicable  date,
was 1,000 shares.
<PAGE>
<TABLE>
Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Dade International Inc. 
Consolidated Balance Sheet
                                                  December 31,   March 31,
(Dollars in millions, except share-related data)      1996          1997
                                                                (Unaudited)
<S>                                                 <C>         <C>
Assets            
Current assets:
     Cash and cash equivalents                       $   3.7     $    6.0
     Accounts receivable, net                          183.8        175.9
     Inventories                                       155.0        164.8
     Prepaid expenses and other current assets           9.6          9.7
     Deferred income taxes                              45.5         45.5
Total current assets                                   397.6        401.9
            
Property, plant and equipment, net                     187.0        180.6
Debt issuance costs, net                                42.4         40.9
Goodwill, net                                          135.3        134.1
Patents and trademarks, net                             30.0         29.2
Deferred income taxes                                  171.9        169.5
Prepaid pension asset                                   26.0         26.0
Other assets                                            18.6         22.0

Total Assets                                        $1,008.8     $1,004.2
            
Liabilities and Stockholder's Equity (Deficit)

Current liabilities:
     Current portion of long-term debt              $    3.4     $    3.4
     Short-term debt                                    15.8         15.1
     Accounts payable                                   60.2         42.3
     Accrued liabilities                               146.5        142.7

Total current liabilities                              225.9        203.5

     Revolving credit facility                           -           25.0
     Long-term debt, less current portion              436.6        435.7
     Senior subordinated notes                         350.0        350.0
     Other liabilities                                  21.3         21.4
      
Total Liabilities                                    1,033.8      1,035.6
            
Commitments and contingencies                            -            -
Common stock, $.01 par value, 1000 shares
     authorized, issued and outstanding                  -            -
Additional paid-in-capital                              87.2         87.2
Accumulated deficit                                   (110.3)      (109.3)
Unrealized gain on marketable equity securities          0.1          0.1
Cumulative translation adjustment                       (2.0)        (9.4)

Total Stockholder's Equity (Deficit)                   (25.0)       (31.4)
                                                             
Total Liabilities and Stockholder's   
     Equity (Deficit)                               $1,008.8     $1,004.2
                                                   
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Dade International Inc.
Consolidated Statements of Operations

                                                         (Unaudited)
                                                     Three Months Ended
                                                          March 31,
(Dollars in millions)                                1996          1997
<S>                                                 <C>          <C>        
Net Sales                                           $ 158.5      $ 200.6

Operating Costs and Expenses
      Cost of goods                                    82.1         97.3
      Marketing and administrative expenses            52.4         68.1
      Research and development expenses                 6.6         11.5
      Goodwill amortization expense (credit)           (0.1)         1.3
                                                      
Income from operations                                 17.5         22.4

Other Income (Expense)
      Interest expense, net                            (7.1)       (21.4)
      Other                                             0.8          0.6

Income before income taxes                             11.2          1.6

Income tax expense                                      4.1          0.6


Net Income                                          $   7.1      $   1.0

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Dade International Inc.
Consolidated Statements of Cash Flows
(Unaudited)
                                                      Three Months Ended
                                                           March 31,
(Dollars in millions)                                 1996          1997
<S>                                                 <C>            <C>
Operating Activities:
Net income                                          $   7.1       $   1.0

Adjustments to reconcile net income to 
  net cash utilized by operating activities:

      Depreciation and amortization expense             3.2          15.0

      Deferred income taxes                             3.3           2.4
      Changes in balance sheet items:
          Accounts receivable, net                     17.3           1.4
          Inventories                                  (5.9)        (12.9)
          Accounts payable                            (12.8)        (16.5)
          Accrued liabilities                         (17.8)         (2.2)
          Other                                        (2.0)         (3.0)

Net cash flow utilized by operating activities         (7.6)        (14.8)

Investing Activities:

Capital expenditures                                  (11.6)         (7.6)
Proceeds from Baxter International
  Inc. for purchase price adjustments                   9.7            -
Net cash flow utilized by investing activities         (1.9)         (7.6)

Financing Activities:

Proceeds from short-term debt, net of repayment         9.6           0.8
Proceeds from revolving credit facility, net 
  of repayment                                           -           25.0
Repayment of borrowings under long-term loans         (10.5)         (0.9)
Proceeds from sale of net assets held for sale         10.7            -

Net cash flow provided by financing activities          9.8          24.9

Effect of foreign exchange rates on cash                0.1          (0.2)

Net increase in cash and cash equivalents               0.4           2.3

Cash and Cash Equivalents:
Beginning of Period                                    27.9           3.7

End of Period                                       $  28.3       $   6.0

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
                        DADE INTERNATIONAL INC.
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                         (Dollars in millions)

Note 1.   Organization, Business and Interim Financial Information

Dade International Inc. (the ``Company''), was incorporated in Delaware
in 1994 to effect the  acquisition (the ``Dade Acquisition'') of the in
vitro diagnostics  products  manufacturing and  services  businesses  of
Baxter  Diagnostics   Inc.,   a  wholly-owned   subsidiary   of   Baxter
International Inc. (``Baxter'').  The Company develops, manufactures and
markets diagnostic equipment, reagents, consumable supplies and services
worldwide.

The Company is  a wholly-owned subsidiary  of Diagnostics Holding,  Inc.
(``Holdings'').  Bain  Capital, Inc. and  GS Capital Partners,  L.P., an
affiliate of the  Goldman Sachs  Group, L.P.,  their respective  related
investors and the management of the Company own substantially all of the
voting capital stock of Holdings.

The Company  acquired effective  May 1,  1996, the  world-wide in  vitro
diagnostics business (``Chemistry'' or ``Chemistry Acquisition'') of E.I.
du Pont de Nemours and Company (``DuPont'').  As a result, the unaudited
consolidated financial statements as of and  for the three months  ended
March 31, 1997 are not  comparable to those for  the same period in  the
prior year.

The unaudited  interim financial  statements of  the Company  have  been
prepared pursuant to the  rules and  regulations  of the Securities  and
Exchange Commission.    Accordingly, certain  information  and  footnote
disclosures have been  condensed or  omitted.   These unaudited  interim
consolidated financial statements should be read in conjunction with the
consolidated  financial  statements  and  the  notes  included  in   the
Company's Annual Report  on Form 10-K  for the year  ended December  31,
1996.

In  the  opinion  of  management,  the  unaudited  interim  consolidated
financial statements reflect all adjustments (which include only  normal
and recurring  adjustments) necessary  for a  fair presentation  of  the
interim periods.  The results of operations for the interim periods  are
not necessarily indicative of the results of operations expected for the
full year.  The  results reported for the  three months ended March  31,
1997 reflect management's preliminary  allocation of the purchase  price
necessary  to  record  the  Chemistry  Acquisition.    This  preliminary
allocation is subject to further refinement and adjustment.

Certain prior period balances have been reclassified to conform with the
current presentation.

Note 2.   Change in International Reporting Period

Prior to 1996, the  Company's operations outside  the United States  and
Puerto   Rico    (collectively   ``International   Operations'')   were
consolidated on  a one-month  delay  (i.e. international  December  1995
results were  reported  as January  1996  results) in  the  consolidated
financial statements of  the Company.   Effective  with 1996  reporting,
this one month lag  for International Operations was  eliminated.  As  a
consequence, operating results  for the three-month  period ended  March
31, 1996 include four months of  International Operations.  The  Company
has designated  the month  of December  1995  as the  ``lag month'' for
purposes of comparability to  future periods.  International  Operations
<PAGE>
during the lag month produced net  sales of approximately $12.3  million
and  net  income   of  approximately  $1.3   million,  thus   increasing
consolidated net sales and consolidated  net income by these  respective
amounts for the three months ended March 31, 1996.

Note 3.   Inventories

Inventories of the Company consist of the following (in millions):

                                         December 31    March 31
                                            1996          1997
                                                       (unaudited)
  
  Raw materials                            $ 33.1        $ 35.0
  Work-in-process                            39.9          38.7
  Finished products                          82.0          91.1
  Total inventories                        $155.0        $164.8


Note 4.   Behring Diagnostics Merger

On March 12, 1997, the Company  announced that it had reached  agreement
in principle to merge  with Behring Diagnostics, a  unit of Hoechst  AG.
The planned  stock transaction  is expected  to  be consummated  in  the
second half of 1997.

Item 2.   Management's Discussion  and Analysis  of Financial  Condition
and Results of Operations

The Company's  1996 Annual  Report on  Form 10-K  contains  management's
discussion and analysis of the Company's financial condition and results
of  operations  as  of  and  for  the  year  ended  December  31,  1996.
Management's Discussion and Analysis  which follows focuses on  material
changes since that time and should be read in conjunction with the  1996
Annual Report on Form 10-K.  Relevant trends that are reasonably  likely
to be of a material nature are discussed to the extent known.

Certain statements included in  this document are forward-looking,  such
as statements relating to estimates of operating and capital expenditure
requirements, future revenue  and operating  income, and  cash flow  and
liquidity.  Such forward-looking statements  are based on the  Company's
current  expectations  and  are  subject  to  a  number  of  risks   and
uncertainties that could cause  actual results in  the future to  differ
significantly from results expressed  or implied in any  forward-looking
statements made by,  or on  behalf of   the  Company.   These risks  and
uncertainties include, but are not limited to, uncertainties relating to
economic and business conditions, governmental and regulatory  policies,
and the competitive environment  in which the  Company operates.   These
and other risks are detailed below  as well as in other documents  filed
by the Company with Securities and Exchange Commission.

Overview and Comparability

For comparative purposes, the  Company's unaudited consolidated  balance
sheet and statements of operations  have been significantly impacted  by
the Chemistry Acquisition which was consummated May 1, 1996.
<PAGE>
Results of Operations

Net Sales
Net sales for  the three  months ended  March 31,  1997 increased  $42.1
million or  27%  as  compared  to  the  respective  prior  year  period.
Excluding the $12.3 million impact of the change in the reporting period
for the Company's international operations during the prior year  period
and adverse foreign exchange rate impacts of approximately $5.7 million,
sales increased $60.1 million  or 41% during the  current quarter.   The
increase in  net  sales  is  primarily  attributable  to  the  Chemistry
Acquisition, offset by decreases in the Company's non-core product lines
primarily due to volume declines and a competitive pricing  environment.
As a result of the Chemistry  Acquisition, the Paramax and Stratus  non-
cardiac product lines were  designated as non-core  due to product  line
overlap and  to  better  position and  leverage  the  Company's  product
offerings in the cardiac market.  These mature product lines declined by
$13.2 million versus the first quarter of 1996.

Gross Profit
Gross profit increased $26.9 million or  35% to $103.3 million over  the
prior year period.  The increase in  gross profit was mainly due to  the
Chemistry Acquisition, offset  by decreased gross  profit from  non-core
product lines.  Gross  margins increased 3.3% to  51.5%, in the  current
quarter, reflecting  the continuing  realization of  manufacturing  cost
reduction initiatives and shifts in product mix during the quarter.

Research and Development Expense
Research and development expense  for the three  months ended March  31,
1997 increased $4.9 million to $11.5  million over the comparable  prior
year period.  Research and development expenses increased to 5.7% of net
sales for the current period as compared to 4.2% in the same period last
year, as a result of additional  research and development personnel  and
facilities in  connection with  the  Chemistry Acquisition.    Increased
research and  development  expenditures are  supporting  initiatives  to
expand  test  menus,  to  develop  the  next  generation  Dimension  RxL
instrument and to develop a new cardiac platform.

Marketing and Administrative Expense
Marketing and administrative  expense for the  three months ended  March
31, 1997 increased $15.7  million to $68.1 million  from the prior  year
period.  The increase for the  period was primarily attributable to  the
Chemistry  Acquisition.    As  a  percentage  of  sales,  marketing  and
administrative expense  remained relatively  constant from  the  current
quarter versus  the  same period  last  year, in  spite  of  incremental
duplicative expenses in  the areas of  finance, information systems  and
human resources associated with  the establishment of  the Company as  a
stand-alone entity in preparation for the termination of its  transition
service agreements with  DuPont.   Offsetting these  increases were  the
realized impacts of cost reduction initiatives implemented during 1996.

Operating Income
Income from operations increased  $4.9 million over  the same period  of
the prior year to $22.4 million.  After taking into effect the impact of
the change  in  the reporting  period  for the  Company's  International
Operations, the increase was  $7.3 million.  As  a percentage of  sales,
operating income  was 11.2%  in the  current quarter,  up slightly  from
11.0% for the same period last year.  The increase was driven  primarily
by the impact of the Chemistry Acquisition.
<PAGE>
Income Taxes
For the three months  ended March 31, 1997,  the Company recorded a  tax
provision at  an effective  rate of  approximately 37%,  similar to  the
effective rate recorded in the year earlier quarter.  At March 31,  1997
the Company has a net deferred  tax asset of $215.0 million as  compared
to $217.4 million at December 31, 1996.  Management continues to believe
that realization  of the  net deferred  tax asset  is not  dependent  on
material improvement over  the Company's forecast  of current levels  of
consolidated  pre-tax   income,   material  changes   in   the   present
relationship between  income reported  for financial  and tax  purposes,
material asset sales or other non-routine transactions.
                                   
Other Income (Expense)
The Company's  debt  levels  increased as  a  result  of  the  Chemistry
Acquisition.  Although  offset partially by  lower rates  on the  senior
subordinated notes issued in connection with that acquisition,  interest
expense for  the  three months  ended  March 31,  1997  increased  $14.3
million over the prior year period.

Net Income
Net  Income for the three months ended March 31, 1997 was $1.0  million,
a decrease of $6.1 million from the comparable prior year period.  After
taking into effect the impact of the change in the reporting period  for
the Company's international operations and adverse foreign exchange rate
impacts, the decrease was $2.8 million.  This decrease in net income was
substantially attributable to  higher interest  expense associated  with
the Company's debt levels resulting from the Chemistry Acquisition.

Liquidity and Capital Resources

The Company's principal liquidity requirements are for working  capital,
capital expenditures, debt  service and restructuring  activities.   The
Company has historically funded its  liquidity needs with a  combination
of cash flows from operations and borrowings under its revolving  credit
facility.

During the first quarter of 1997 working capital increased $26.7 million
to $198.4 million.  The increase in working capital is primarily due  to
decreased accounts payable  resulting from  the timing  of payments  and
increased inventory levels  as the  Company rebuilt  stocks depleted  by
strong fourth quarter 1996 shipments.   The increase in working  capital
during the  first quarter  of 1997  was funded  primarily by  borrowings
under the revolving credit facility.

Capital expenditures  of  the Company  decreased  $4.0 million  to  $7.6
million compared to  the same  period in prior  year.   The decrease  is
generally due to strong instruments placements  in the first quarter  of
1996 and  to an  increase in  instruments  being financed  by  customers
through the  Company's third  party capital  lease program  (in which  a
third party purchases the instrument from the Company and in turn leases
the instrument to the customer via a capital lease.)

Management believes cash flows from operating activities, together  with
available revolving credit borrowing capacity under the existing  credit
agreements, are sufficient to permit the  Company to meet its  financial
obligations and fund its operations and planned investments.
<PAGE>
PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company is involved in a  number of legal proceedings none of  which
is expected to have a material adverse effect on the Company's  business
or financial condition.

Item 4.  Submission of Matters to a Vote of Security Holders.

Effective March 19,  1997, the  Company's sole  shareholder, by  written
consent, re-elected the board of directors in its entirety.

Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits are listed on the Exhibit Index hereto.

(b)  Reports on Form 8-K.

     On March 13, 1997, the Company  filed a Current Report on Form  8-K
     reporting its March 12, 1997, press release concerning its proposed
     merger with the Behring Diagnostics business of Hoechst A.G.
     
                                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 thereunto duly authorized.

                                DADE INTERNATIONAL INC.
                                     (Registrant)

Date:  May 13, 1997            By:  /S/ James W.P. Reid-Anderson
                                    James W.P. Reid-Anderson
                                    Executive Vice President and
                                    Chief Financial Officer
                                    (Principal Financial Officer
                                    and duly authorized Officer
                                    of Registrant)
<PAGE>      
                               Exhibit Index


 Number                  Description

  10.1   1997 Executive Stock Purchase and Option Plan.

  10.2   Form of Agreement under 1997 Executive Stock 
         Purchase and Option Plan.

  10.3   1997 Management Stock Option Plan.

  10.4   Form of  Agreement  under  1997  Management
         Stock Option Plan.

  10.5   Amended and Restated Credit Agreement dated
         as of  April  29, 1997  among  Diagnostics
         Holding,  Inc.,  Dade  International  Inc.,
         various lending  institutions  and  Bankers
         Trust Company, as Agent.