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 September 30, 1998
     
       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 BEHRING 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 Office)                 (Zip Code)
     
                              847-267-5300
            (Registrant's Telephone Number, Including Area Code)
     
     
  Indicate by check  X  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 past 90 days
     
                      Yes    X       No   _________
     
  The number of shares of the registrant's Common Stock, $.01 par value per 
  share, outstanding as of November 13, 1998, the latest practicable  date, 
  was 1,000 shares.
     
     
<PAGE>
     
<TABLE>
PART I.   FINANCIAL INFORMATION
     
Item 1.  Financial Statements.
     
  Dade Behring Inc.
  Consolidated Balance Sheets
     
                                              December 31,   September 30,
  (Dollars in millions, except                    1997           1998
   share-related data)                                        (Unaudited)
  ----------------------------------------------------------------------- 
  <S>                                           <C>            <C>
  Assets
  Current assets:
      Cash and cash equivalents                 $    20.5      $    36.4 
      Restricted cash                                 3.7            4.8 
      Accounts receivable, net                      359.6          414.7 
      Inventories                                   272.5          271.5 
      Prepaid expenses and other current assets      11.9           23.1 
      Deferred income taxes                          97.0           96.6
  ----------------------------------------------------------------------- 
  Total current assets                              765.2          847.1
     
  Property, plant and equipment, net                214.5          248.0 
  Debt issuance costs, net                           37.0           32.7 
  Goodwill, net                                     135.6          131.3 
  Deferred income taxes                             286.1          257.0 
  Other assets                                       72.0           88.5 
  ----------------------------------------------------------------------- 
  Total Assets                                  $ 1,510.4      $ 1,604.6
                                                 ========       ========
<PAGE>
  Liabilities and Stockholder's Equity 
  Current liabilities:
      Current portion of long-term debt         $     3.7      $     6.5 
      Short-term debt                                54.4           98.2 
      Accounts payable                               89.2           81.9 
      Accrued liabilities                           283.9          306.5
  ----------------------------------------------------------------------- 
  Total current liabilities                         431.2          493.1
     
  Revolving credit facility                             -              - 
  Long-term debt, less current portion              416.9          361.4 
  Senior subordinated notes                         350.0          350.0 
  Other liabilities                                 108.2          141.9 
  ----------------------------------------------------------------------- 
  Total Liabilities                               1,306.3        1,346.4
     
  Commitments and contingencies                         -              - 
  Stockholder's equity:
      Common stock, $.01 par value, 1,000 shares
           authorized, issued and outstanding           -              -
      Additional paid-in capital                    468.4          477.6 
      Notes receivable on capital contributions      (0.7)          (0.7) 
      Accumulated deficit                          (252.9)        (213.5) 
      Unrealized loss on marketable equity
           securities                                (0.1)          (0.5)
      Cumulative translation adjustment             (10.6)          (4.7)
  ----------------------------------------------------------------------- 
  Total Stockholder's Equity                        204.1          258.2 
  ----------------------------------------------------------------------- 
  Total Liabilities and Stockholder's Equity    $ 1,510.4      $ 1,604.6
                                                 ========       ========
  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
  Dade Behring Inc.
  Consolidated Statements of Operations
     
     
     
                                        Three Months Ended   Nine Months Ended
                                           September 30,        September 30,
(Dollars in millions)                     1997      1998      1997      1998 
------------------------------------------------------------------------------
                                            (Unaudited)         (Unaudited)
<S>                                     <C>       <C>       <C>       <C>
Net sales                               $ 204.1   $ 306.2   $ 612.2   $ 950.9 
------------------------------------------------------------------------------
     
Operating costs and expenses:
  Cost of goods sold                      105.8     126.1     307.4     385.1 
  Marketing and administrative expenses    64.5     119.7     197.9     373.7 
  Research and development expenses        11.1      22.4      34.7      66.9 
  Goodwill amortization expense             1.4       1.8       4.1       4.5
------------------------------------------------------------------------------
Income from operations                     21.3      36.2      68.1     120.7 
------------------------------------------------------------------------------
Other income (expense)
  Interest expense, net                   (22.8)    (20.6)    (66.0)    (61.4) 
  Other                                    10.4       3.5      10.3       3.2
------------------------------------------------------------------------------
Income  before income taxes                 8.9      19.1      12.4      62.5
     
Income tax expense                          3.3       7.0       4.6      23.1 
------------------------------------------------------------------------------
Net income                              $   5.6   $  12.1   $   7.8   $  39.4 
------------------------------------------------------------------------------
     
  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
  Dade Behring Inc.
  Consolidated Statements of Cash Flows
     
                                                    Nine Months Ended
                                                      September 30,
  (Dollars in millions)                              1997       1998
                                                       (Unaudited)
  ------------------------------------------------------------------- 
  <S>                                               <C>        <C> 
  Operating Activities:
  Net income                                        $  7.8     $ 39.4
     
  Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation and amortization expense           44.8       40.6 
      Deferred income taxes                            4.6       29.5 
      Stock based compensation expense                   -        9.0
      Changes in balance sheet items:
        Accounts receivable, net                       4.5      (49.9)
        Inventories                                  (17.6)     (15.6) 
        Prepaid expenses and other current assets      1.2      (12.3) 
        Accounts payable                             (11.3)      (7.3) 
        Accrued liabilities                          (18.4)      22.6 
        Long-term notes receivable                       -       (3.9) 
        Other, net                                    (1.1)     (10.3)
  ------------------------------------------------------------------- 
  Net cash flow provided by operating activities      14.5       41.8 
  ------------------------------------------------------------------- 
  Investing Activities:
  Acquisitions, net of acquired cash                  (1.3)         - 
  Proceeds for purchase price adjustment                 -       32.5 
  Proceeds from sales of assets                        0.7       24.4 
  Capital expenditures                               (32.6)     (74.1) 
  ------------------------------------------------------------------- 
  Net cash flow utilized by investing activities     (33.2)     (17.2) 
  ------------------------------------------------------------------- 
  Financing Activities:
  Proceeds from short-term debt, net of repayments     4.6       43.8 
  Deferred financing fees                             (0.5)         - 
  Proceeds from borrowings under bank credit
    agreement, net of repayments                      17.7      (52.3)
  ------------------------------------------------------------------- 
  Net cash flow provided (utilized) by financing      21.8       (8.5)
    activities
  -------------------------------------------------------------------
     
  Effect of foreign exchange rates on cash            (0.3)      (0.2) 
  ------------------------------------------------------------------- 
  Net increase in cash and cash equivalents            2.8       15.9
     
  Cash and Cash Equivalents:
  Beginning of Period                                  3.7       20.5 
  ------------------------------------------------------------------- 
  End of Period                                     $  6.5     $ 36.4 
  -------------------------------------------------------------------
     
  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
     
                              DADE BEHRING INC.
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in millions)
     
     
  Note 1.    Organization and Business
     
  Dade Behring Inc.,  formerly Dade  International  Inc.,  (the  "Company") 
  was incorporated in Delaware in 1994 and is a wholly owned subsidiary  of 
  Dade  Behring   Holdings,  Inc.,   formerly  Diagnostics   Holding   Inc. 
  ("Holdings").  Bain   Capital,   Inc.,  GS  Capital  Partners,  L.P.,  an 
  affiliate  of  Goldman  Sachs  Group,  L.P.,  their  respective   related 
  investors, Hoechst A.G. and certain of its affiliates ("Hoechst") and the 
  management of the Company own substantially  all of the capital stock  of 
  Holdings.  The  Company  develops,  manufactures  and  markets  in  vitro 
  diagnostic  equipment,   reagents,  consumable   supplies  and   services 
  worldwide.
     
  Effective  December   16,  1994,   the   Company   acquired  (the   "Dade 
  Acquisition") the  worldwide in vitro diagnostics products  manufacturing 
  and services businesses and  net assets of  Baxter Diagnostics, Inc.  and 
  certain of  its  affiliates,  from  Baxter  International  Inc.  and  its 
  affiliates  ("Baxter").    The Dade Acquisition  was  accounted for as  a 
  purchase.
     
  Effective  May   1,   1996,   the  Company   acquired   (the   "Chemistry 
  Acquisition")  the  worldwide  in  vitro   diagnostics  business  ( "Dade 
  Chemistry" ) of E.I.  du Pont  de Nemours and  Company.    The  operating 
  results and  acquired assets  and assumed  liabilities of  the  Chemistry 
  Acquisition, which was accounted for as  a purchase, have been  reflected 
  in the Company's consolidated financial statements since May 1, 1996.
     
  Effective October 1,  1997, Holdings  acquired the  stock and  beneficial 
  interests of various subsidiaries of Hoechst that operated its  worldwide 
  in vitro  diagnostic business  ("Behring").    The  stock and  beneficial 
  interest was contributed to the Company effective October 1, 1997.    The 
  results of  operations  of  Behring and  the  preliminary  allocation  of 
  purchase price  to  the acquired  assets  and assumed  liabilities  after 
  giving effect  to  certain  contractual purchase  price  adjustments,  as 
  determined in accordance  with the  purchase method  of accounting,  have 
  been reflected in the  Company's consolidated financial statements  since 
  October 1, 1997.
     
  Note 2.   Inventories
     
  Inventories of the Company consist of the following (in millions):
     
                             December 31,    September 30,
                                 1997             1998
                             -------------   -------------
                                               (unaudited)
    Raw materials               $ 59.5            $ 52.8 
    Work-in-process               64.0              55.5 
    Finished products            149.0             163.2
                               -------            ------
    Total inventories           $272.5            $271.5
                                ======            ======     
<PAGE>
     
  Note 3.  Comprehensive Income
     
  Comprehensive income of the Company consists of the following (in 
  millions):
     
                                             Nine months ended
                                               September 30,
                                             1997         1998
                                          -----------------------
                                                (Unaudited)
    Net income                             $  7.8        $39.4 
    Other comprehensive income (loss)       (11.0)         5.5
                                           -------       -----
    Total comprehensive income (loss)      $ (3.2)       $44.9
                                           =======       =====
     
  Comprehensive income represents the sum of net income, the change in  the 
  cumulative translation adjustment and  the unrealized loss on  marketable 
  securities.
     
  Note 4.Sales of Product Lines
  During the quarter  ended September 30,  1998, the  Company sold  certain 
  assets  of  its  nonproprietary  controls,  Analyst  clinical   chemistry 
  analyzer and Chlamydia product lines to separate buyers.   Aggregate  net 
  sales proceeds  in  cash  and  notes totaled    $36.4  million  from  the 
  transactions, resulting in a net pre-tax gain of $5.1 million.
     
     
     
  Item 2.   Management's Discussion and Analysis of Financial Condition and 
  Results of Operations
     
  The Company's  1997  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, 1997.    The 
  following  management's  discussion  and  analysis  focuses  on  material 
  changes since that time and should  be read in conjunction with the  1997 
  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,  estimated Year  2000 
  expenditures,  and  cash  flow  and  liquidity.    Such   forward-looking 
  statements are based on management'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 discussed  in some  detail 
  below as  well  as in  other  documents filed  by  the Company  with  the 
  Securities and Exchange Commission.
     
  Comparability
  Because of the inclusion of  Behring operations, the Company's  unaudited 
  statements of  operations  and  cash flows  for  the  nine  months  ended 
  September 30, 1998 are not comparable with the prior year period.
<PAGE>
  Results of Operations
     
  Net Sales
  Net sales for the  three months ended September  30, 1998 totaled  $306.2 
  million, an  increase of  $102.1 million  or  50.0% from  the  comparable 
  period a year ago.  This increase  was primarily due to the inclusion  of 
  Behring sales in the current period.   Adverse foreign currency  exchange 
  rates reduced sales in the current quarter by $5.1 million.
     
  Net sales  for the  nine  months ended  September  30, 1998  were  $950.9 
  million, an  increase of  $338.7 million  or  55.3% over  the  comparable 
  period of 1997.  This increase was due to the inclusion of nine months of 
  sales from Behring operations in the  current period offset partially  by 
  the adverse impact of foreign exchange rates of $24.3 million.
     
  Gross Profit
  Gross profit for  the three months  ended September 30,  1998 was  $180.1 
  million as compared to $98.3 million reported in the comparable period of 
  the prior  year.   The $81.8  million  increase in  gross profit  in  the 
  current quarter was primarily attributable to  the increase in net  sales 
  discussed above  and improved  margins.   Gross margins  for the  current 
  quarter increased to 58.8% as compared  to 48.2% in the third quarter  of 
  1997.  The increase in gross margins is attributable to improved  product 
  mix and the realization of cost reductions resulting from the integration 
  of Behring operations.
     
  Gross profit for the nine months ended September 30, 1998 totaled  $565.8 
  million as compared to $304.8 million for the first nine months of  1997. 
  The $261.0 million increase in gross profit over the comparable period in 
  the prior year was due to the  inclusion of nine months of Behring  sales 
  during 1998, improved margins resulting from improved product mix and the 
  realization of cost reductions resulting from the integration of  Behring 
  operations.   Gross margins for the nine months ended September 30,  1998 
  increased to 59.5%  as compared  to 49.8%  for the  comparable period  in 
  1997.
     
  Marketing and Administrative Expense
  Marketing and  administrative  expense  for the  quarter  totaled  $119.7 
  million, as compared to $64.5 million for the comparable period of  1997. 
  The increase for  the three  month period  ended September  30, 1998  was 
  primarily   attributable   to   the   Behring   acquisition,    including 
  approximately $3.8 million of nonrecurring integration costs incurred  to 
  integrate the Behring  operations into  the Company.   Additionally,  the 
  Company recorded  $3.0  million  of  non-cash,  stock-based  compensation 
  expense in the quarter.
     
  Marketing and administrative expense for the nine months ended  September 
  30, 1998 totaled  $373.7 million as  compared to $197.9  million for  the 
  first nine months  of 1997.   The $175.8 million  increase was  primarily 
  attributable to the  Behring acquisition,  including approximately  $16.4 
  million of nonrecurring  integration costs and  $9.0 million of  non-cash 
  stock-based compensation expense.
     
  Research and Development Expense
  Research and development expense for the quarter ended September 30, 1998 
  was $22.4 million, an $11.3 million increase from  the comparable  period 
  of 1997.
<PAGE>
  For the  first  nine  months  ended  September  30,  1998,  research  and 
  development expenses totaled $66.9 million  as compared to $34.7  million
  for the first nine months of 1997.
     
  The increase  in  research and  development  expense for  the  comparable 
  quarter and nine month year over year periods is due to the inclusion  of 
  Behring research and development activities and higher investment in  the 
  core product lines.
     
  Operating Income
  Income from operations for the quarter  ended September 30, 1998  totaled 
  $36.2 million as compared to $21.3 million for the same period last year. 
  The increase is due to higher sales volumes resulting from the  inclusion 
  of Behring  operations, improved  margins  and cost  synergies  partially 
  offset by nonrecurring integration costs of $3.8 million and $3.0 million 
  of non-cash stock-based compensation expense.
     
  Income from  operations for  the nine  months  ended September  30,  1998 
  totaled $120.7 million as compared to  $68.1 million for the same  period 
  last year.   The increase is  due to higher  sales volume resulting  from 
  inclusion of  Behring operations,  improved  margins and  cost  synergies 
  partially offset by nonrecurring integration  costs of $16.4 million  and 
  $9.0 million of non-cash, stock-based compensation expense.
     
  Other Income (Expense)
  For the three month period ended September 30, 1998, net interest expense 
  was $20.6 million,  a $2.2 million  decrease over the  same period  1997. 
  For the nine month period ended September 30, 1998, net interest  expense 
  was $61.4 million, a $4.6 million decrease over the same period 1997.
     
  The decrease in net interest expense for the quarter and the nine  months 
  ended September  30, 1998  is attributable  to  lower overall  levels  of 
  borrowing and lower interest rates on the Company's long-term debt.
     
  During the quarter  ended September 30,  1998, the  Company sold  certain 
  assets  of  its  nonproprietary  controls,  Analyst  clinical   chemistry 
  analyzer and Chlamydia product lines to separate buyers.   The net pretax 
  gain of $5.1 million from the sales was included in Other Income.
     
  Income Taxes
  The effective tax rate  for the quarter and  nine months ended  September 
  30, 1998 was approximately 37%, which  was consistent with the  effective 
  rate of  37%  recorded for  the  quarter  and nine  month  periods  ended 
  September 30, 1997.
     
  Net Income
  Net income for the  three months ended September  30, 1998 totaled  $12.1 
  million as compared to $5.6 million for the three months ended  September 
  30, 1997. The  increase was primarily  attributable to  the inclusion  of 
  three months of  Behring operating  results and  cost synergies  realized 
  from the integration of  Behring operations into  the Company, offset  by 
  after-tax nonrecurring integration costs of $2.4 million and an after-tax 
  charge of $1.9 million for non-cash, stock-based compensation expense.
<PAGE>
  Net income for  the nine months  ended September 30,  1998 totaled  $39.4 
  million as compared to $7.8 for the nine months ended September 30, 1997. 
  The increase was primarily attributed to the inclusion of nine months  of 
  Behring operations and  cost synergies realized  from the integration  of 
  the Behring operations into the Company, offset by after-tax nonrecurring 
  integration costs  of  $10.3 million  and  an after-tax  charge  of  $5.7 
  million for non-cash, stock-based compensation expense.
     
     
  Liquidity and Capital Resources
     
  During the third quarter of 1998, working capital decreased $12.7 million 
  to $354.0  million.    The decrease  in  working  capital  was  primarily 
  attributable to the repayment of $30.0  million of long-term debt,  which 
  reduced the level of cash and cash equivalents.
     
  During  the  nine  months  ended  September  30,  1998,  working  capital 
  increased $20.0 million.  This increase was primarily due to higher  cash 
  levels and an increase in trade receivables in Spain, principally because 
  Spain trade  receivables  were not  acquired in the  Behring acquisition.
  Offsetting these increases in current assets were increases in short-term
  debt and accrued expenses, which were primarily timing related.
     
  Capital expenditures of the Company during the third quarter of 1998 were 
  $22.1 million as compared to $8.5  million in the comparable period  last 
  year.  The increase is attributable  to three months of Behring  activity 
  included in the  current quarter along  with integration related  capital 
  spending of  $1.2 million.   On  a current  year to  date basis,  capital 
  expenditures totaled  $74.1 million  compared to  $32.6 million  for  the 
  similar period in 1997.  The year over year increase of $41.5 million  is 
  primarily attributable  to  the  inclusion  of  nine  months  of  Behring 
  operations along  with  integration  related  capital  spending  of  $6.8 
  million.
     
  Certain information systems  in use today  may not be  able to  interpret 
  dates after December 31, 1999 because such systems allow only two  digits 
  to indicate the year in a  date.  As a  result, such systems are  unable, 
  for example, to distinguish January 1,  2000 from January 1, 1900.   Such 
  inability to  properly  distinguish  between  dates  could  have  adverse 
  consequences on  the  operations  of a  business  and  the  integrity  of 
  information processing.  This potential  problem is commonly referred  to 
  as the "Year 2000" or "Y2K" issue.
     
  The Company has completed  a thorough review  of its information  systems 
  and product offerings  for Year 2000  issues.  The  scope of this  review 
  included  information  technology  infrastructure  components  (such   as 
  hardware,  operating  systems  and  communication  equipment),   business 
  application  software,  production  and  research  equipment,  laboratory 
  products and associated  applications, building  and facilities  systems, 
  personal computers,  and  the status  of  all key  suppliers'  Year  2000 
  remediation efforts.
     
  Based on the results of the review, a formal plan has been established by 
  the Company to address Year 2000 issues.  Although the identification and 
  successful remediation of  all Year 2000  issues cannot  be assured  with 
  absolute certainty, the  Company expects  a successful  execution of  the 
  Year 2000 plan.   The inability of the Company or third parties on  which 
  it relies  to resolve  Year 2000  issues could  have a  material  adverse 
  effect on the Company's results of operations and financial condition.
<PAGE>
  The plan, which provides a process  for periodic progress reporting on  a 
  site and region basis, prioritizes mission critical and urgent Year  2000 
  issues.  Progress  against the  plan is  meeting interim  mileposts.   To 
  date, approximately 40% of the testing of modified applications has  been 
  executed.  The majority of mission  critical and urgent Year 2000  issues 
  are planned to be remedied by the end of the second quarter of 1999,  and 
  all are  expected to  be resolved  no later  than the  end of  the  third 
  quarter of  1999.     Contingency  plans,  as necessary,  will  be  fully 
  established beginning  in the  first quarter  of 1999  for all  remaining 
  mission critical and urgent Year 2000 issues.  To date, contingency plans 
  for approximately 15% of issues have been developed.
     
  In connection  with  the resolution  of  Year 2000  issues,  the  Company 
  expects to  incur expenses  during 1998  and 1999  of approximately  $5.7 
  million and  $25.6 million,  respectively.    However,  there can  be  no 
  assurance that these costs will not be greater than anticipated.
     
  Management believes cash flows  from operating activities, together  with 
  available short-term and  revolving credit borrowing  capacity under  the 
  Company's existing  credit  agreements,  are  sufficient  to  permit  the 
  Company to  meet  its  foreseeable 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 6.  Exhibits and Reports on Form 8-K.
     
  (a)  Exhibits.
     
       See Index to Exhibits, page X-1.
     
  (b) Reports on Form 8-K.
     
       None.
     
<PAGE>
                                  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 BEHRING INC.
                                  (Registrant)
     
  Date:   November 16, 1998       By: /s/ James W. P. Reid-Anderson
                                  James W. P. Reid-Anderson
                                  Executive Vice President,
                                  Chief Administrative Officer
                                  and Chief Financial Officer
                                  (Duly authorized Officer of Registrant)
     
<PAGE>
     
     
                             Index to Exhibits
     
10.1  Eighth Amendment to Credit Agreement dated as of October 16, 1998
      among Dade Behring Holdings, Inc., Dade Behring Inc., various
      lending institutions and Bankers Trust Company, as Agent.