UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  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
                                      OR
        ---   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF
                   THE SECURITIES EXCHANGE ACT OF 1934

                       Commission file number 1-483
                      ______________________________

                             MALLINCKRODT INC.
         (Exact name of registrant as specified in its charter)

                                                                      
            New York                                 36-1263901
  (State or other jurisdiction of                (I.R.S. Employer
   incorporation or organization)                 Identification No.) 
       
       7733 Forsyth Boulevard
        St. Louis, Missouri                           63105-1820     
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  314-854-5200

                     ______________________________

     Indicate by check mark 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 the preceding 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.

             Applicable Only To Issuers Involved In Bankruptcy
               Proceedings During The Preceding Five Years:

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  Yes  . 
No  .

                   Applicable Only To Corporate Issuers:
     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date. 
73,371,989 shares excluding 13,744,300 treasury shares as of April
30, 1997.

<PAGE>

PART I.  FINANCIAL INFORMATION

Item  1.   Financial Statements (Unaudited).

The accompanying interim condensed consolidated financial statements
of Mallinckrodt Inc. (the Company or Mallinckrodt) do not include all
disclosures normally provided in annual financial statements.  These
financial statements, which should be read in conjunction with the
consolidated financial statements contained in Mallinckrodt's 1996
Annual Report to Shareholders, are unaudited but include all
adjustments which Mallinckrodt's management considers necessary for a
fair presentation.  These adjustments consist of normal recurring
accruals except as discussed in Notes 1 and 2 of the Notes to
Condensed Consolidated Financial Statements.  Certain
reclassifications have been made to prior year financial statements
in order to conform with fiscal 1997 presentation.  Interim results
are not necessarily indicative of the results for the fiscal year. 
All references to years are to fiscal years ended June 30 unless
otherwise stated.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share amounts) 

<TABLE>
<CAPTION>                                                                       
                                 Quarter Ended       Nine Months Ended          
                                  March 31,              March 31,              
                               ------------------  ---------------------

<S>                            <C>       <C>       <C>         <C> 
                                1997      1996       1997       1996
                               --------  --------  ---------  ---------  
Net sales                      $ 469.7   $ 460.3   $1,364.8   $1,263.6

Operating costs and expenses:
  Cost of goods sold             257.9     253.0      748.7      694.9
  Selling, administrative
   and general expenses          104.9     106.5      319.7      305.8
  Research and development
   expenses                       26.8      22.0       82.7       61.3
  Other operating income, net     (3.4)     (1.6)      (3.2)      (4.4)
                               --------  --------  ---------  ---------
Total operating costs and
 expenses                        386.2     379.9    1,147.9    1,057.6
                               --------  --------  ---------  --------- 
Operating earnings                83.5      80.4      216.9      206.0
Interest income and other
 nonoperating income
 (expense), net                    4.6       (.7)      15.4       (1.6)
Interest expense                 (11.9)    (15.6)     (36.5)     (39.1)
                               --------  --------  ---------  ---------
Earnings from continuing 
 operations before income
 taxes                            76.2      64.1      195.8      165.3
Income tax provision              26.6      23.7       70.5       61.7 
                               --------  --------  ---------  ---------  
Earnings from continuing
 operations                       49.6      40.4      125.3      103.6
Discontinued operations           (1.0)      8.0        2.2       41.3
                               --------  --------  ---------  ---------
Net earnings                      48.6      48.4      127.5      144.9
Preferred stock dividends          (.1)      (.1)       (.3)       (.3)
                               --------  --------  ---------  ---------
Available for common
 shareholders                  $  48.5   $  48.3   $  127.2   $  144.6 
                               ========  ========  =========  =========


Earnings per common share:
  Continuing operations          $.66      $.53      $1.66      $1.35
  Discontinued operations        (.01)      .11        .03        .54           
                              --------  --------  ---------  ---------  
Net earnings                     $.65      $.64      $1.69      $1.89
                              ========  ========  =========  =========


(See Notes to Condensed Consolidated Financial Statements
  on pages 5, 6 and 7.)
</TABLE>

<PAGE>


CONDENSED CONSOLIDATED BALANCE SHEET
(In millions, except share and per share amounts)
<TABLE>
<CAPTION>                                                                       
                                           March  31,     June 30,              
                                             1997          1996
                                          ----------    ----------
<S>                                        <C>           <C>
Assets
Current assets:
  Cash and cash equivalents                $  437.7      $  496.1
  Trade receivables, less allowances
   of $10.1 at March 31 and $9.7 at
   June 30                                    323.3         336.8
  Inventories                                 330.5         341.6
  Deferred income taxes                        42.0          38.6
  Other current assets                         51.0          39.4
                                           ---------    ----------                                           
Total current assets                        1,184.5       1,252.5
Investments and long-term receivables,
  less allowances of $11.1 at March 31
  and $5.6 at June 30                         123.8          36.1
Property, plant and equipment, net            819.1         824.7
Intangible assets                             426.3         441.7 
Net noncurrent assets of discontinued
  operations                                  362.3         532.3
Deferred income taxes                           1.3           1.1
                                           ---------    ----------
Total assets                               $2,917.3      $3,088.4
                                           =========    ==========



Liabilities and Shareholders' Equity
Current liabilities:
  Short-term debt                          $   12.2       $ 109.4
  Accounts payable                            140.3         147.0
  Accrued liabilities                         279.0         263.3
  Income taxes payable                         90.7          38.5
  Net current liabilities of and loss
   relating to discontinued operations         36.7         335.0
  Deferred income taxes                          .2            .2 
                                           ----------    ----------  
Total current liabilities                     559.1         893.4 
Long-term debt, less current maturities       550.3         558.0
Deferred income taxes                         256.9         129.4
Postretirement benefits                       161.9         154.0
Other noncurrent liabilities and
  deferred credits                            133.0         121.4
                                           ----------    ----------
Total liabilities                           1,661.2       1,856.2
                                           ----------    ----------
Shareholders' equity:                                                
  4 Percent cumulative preferred stock         11.0          11.0
  Common stock, par value $1, authorized 
   300,000,000 shares; issued 87,116,289 
   shares as of March 31 and June 30           87.1          87.1
  Capital in excess of par value              299.9         283.5
  Reinvested earnings                       1,242.1       1,150.7
  Foreign currency translation                (37.6)        (15.3)
  Treasury stock, at cost                    (346.4)       (284.8)
                                           ----------    ----------
Total shareholders' equity                  1,256.1       1,232.2
                                           ----------    ----------
Total liabilities and shareholders'
 equity                                    $2,917.3      $3,088.4
                                           ==========    ==========


(See Notes to Condensed Consolidated Financial Statements on
  pages 5, 6 and 7.)
</TABLE>

<PAGE>


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)

<TABLE>
<CAPTION>
                                                     Nine Months Ended
                                                          March 31,
                                                  --------------------
                                                    1997        1996
                                                  --------    --------
<S>                                               <C>         <C>
Cash Flows - Operating Activities
Net earnings                                      $ 127.5     $ 144.9
Adjustments to reconcile net earnings
 to net cash provided by operating activities:
  Depreciation and amortization                     117.5       107.2
  Postretirement benefits                             8.3         8.4
  Undistributed equity in earnings of joint
   venture                                          (17.0)      (16.1)
  Deferred income taxes                             128.0        20.4
  Gains on disposals of assets                     (162.0)      (53.4)
                                                  --------    --------
                                                    202.3       211.4
Changes in operating assets and liabilities:
  Trade receivables                                 (13.4)      (39.3)
  Inventories                                          .3       (63.8)
  Other current assets                              (15.7)       (3.3)
  Accounts payable, accrued liabilities
    and income taxes payable, net                    11.8        (1.0)
  Net current liabilities of discontinued
    operations                                        1.3        19.7
  Other noncurrent liabilities and deferred
    credits                                           6.2        44.3
  Other, net                                         21.8        (8.1)
                                                 --------    --------
Net cash provided by operating activities           214.6       159.9
                                                 --------    --------           
                      

Cash Flows - Investing Activities
Capital expenditures                                (87.6)     (124.4)
Acquisition spending                                (16.9)     (152.9)
Proceeds from asset disposals                        35.0       118.9
Other, net                                           (3.7)       25.9 
                                                  --------    --------     
Net cash used by investing activities               (73.2)     (132.5)
                                                  --------    --------

Cash Flows - Financing Activities
Increase (decrease) in short-term debt              (87.5)       46.1 
Proceeds from long-term debt                          2.0       199.6
Payments on long-term debt                          (11.0)     (107.1)
Issuance of Mallinckrodt common stock                30.1        24.1
Acquisition of treasury stock                       (97.3)     (130.5)
Dividends paid                                      (36.1)      (34.1)
                                                  --------    -------- 
Net cash used by financing activities              (199.8)       (1.9) 
                                                  --------    --------
Increase (decrease) in cash and cash equivalents    (58.4)       25.5 
Cash and cash equivalents at beginning of period    496.1        60.9
                                                  --------    --------

Cash and cash equivalents at end of period        $ 437.7     $  86.4
                                                  ========    ========


(See Notes to Condensed Consolidated Financial Statements
  on pages 5, 6 and 7.)

</TABLE>

<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY
(In millions, except per share amounts)

<TABLE>
<CAPTION>

                              
                                                  1997         1996
                                                ---------     --------  

<S>                                             <C>          <C>
4 Percent cumulative preferred stock:
  Balance at June 30 and  March 31              $   11.0     $   11.0


Common stock:
  Balance at June 30 and March 31                   87.1         87.1

Capital in excess of par value:
  Balance at June 30                               283.5        274.1
  Issuance of stock related to an acquisition       10.0
  Stock options exercised                            6.4          6.6
                                                ---------     -------- 
  Balance at March 31                              299.9        280.7
                                                ---------     --------
  
Reinvested earnings:
  Balance at June 30                             1,150.7        984.5
  Net earnings                                     127.5        144.9
  Dividends:
   4 Percent cumulative preferred stock
    ($3.00 per share)                                (.3)         (.3)
   Common stock ($.485 per share in 1997
    and $.45 per share in 1996)                    (35.8)       (33.8)
                                                ---------    ---------
  Balance at March 31                            1,242.1      1,095.3
                                                ---------    ---------

Foreign currency translation:
  Balance at June 30                               (15.3)        (9.3) 
  Translation adjustment                           (22.3)       (11.7)
                                                ---------    --------- 
  Balance at March 31                              (37.6)       (21.0)
                                                ---------    ---------

Treasury stock:
  Balance at June 30                              (284.8)      (175.9)
  Purchase of common stock                         (97.3)      (130.5)
  Stock options exercised                           23.7         17.5
  Issuance of stock related to an acquisition       12.0     
                                                ---------    --------- 
  Balance at March 31                             (346.4)      (288.9)
                                                ---------    ---------

Total shareholders' equity                      $1,256.1     $1,164.2
                                                =========    =========



(See Notes to Condensed Consolidated Financial Statements
  on pages 5, 6 and 7.)
</TABLE>

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  On March 31, 1997, the Company disposed of Fries & Fries, Inc., a 
    wholly owned subsidiary which owned the Company's 50% interest in 
    Tastemaker, which was the flavors joint venture with Hercules     
    Incorporated.  The intended divestiture was announced on February 
    5, 1997, and the operating results of Fries & Fries, Inc. were    
    reclassified to discontinued operations in conjunction with the   
    Company's Form 10-Q for the quarterly period ended December 31,   
    1996.  The Company recorded a gain on divestiture of $429.5       
    million less applicable income taxes of $158.9 million, which are 
    included in discontinued operations.  In addition, Fries & Fries, 
    Inc.'s net after tax earnings of $.5 million and net after tax    
    loss of $.3 million for the quarter and nine months ended March   
    31, 1997, respectively, and net after tax earnings of $5.1        
    million and $13.3 million for the quarter and nine months ended   
    March 31, 1996, respectively, have been reclassified as           
    discontinued operations.  The disposition included the assumption 
    of $510 million of debt of Fries & Fries, Inc. by the buyer.      
    Interest expense related to the assumed debt, net of tax, of $4.8 
    million and $14.3 million for the quarter and nine months ended   
    March 31, 1997, respectively, is included in the above Fries &    
    Fries, Inc. net after tax results reclassified as discontinued    
    operations.

    On May 15, 1997, the Company's Board of Directors approved the    
    divestiture of the animal health segment for cash plus the        
    assumption of certain liabilities, consistent with the Company's  
    previously announced plan to pursue the divestiture of the animal 
    health segment.  The Company recorded as of March 31, 1997 an     
    estimated loss on divestiture of $268.3 million plus applicable   
    income taxes of $7.0 million, which are included in discontinued  
    operations.  The Company will retain various parcels of idle real 
    property, and efforts are underway to divest these assets.  In    
    addition, environmental liabilities and certain liabilities for   
    employee benefits, including postretirement benefits, will be     
    retained by the Company.  The animal health segment net after tax 
    earnings of $3.9 million and $9.2 million for the quarter and     
    nine months ended March 31, 1997, respectively, and net after tax 
    earnings of $5.2 million and $7.7 million for the quarter and     
    nine months ended March 31, 1996, respectively, have also been    
    reclassified as discontinued operations.  The divestiture is      
    expected to be completed by July 31, 1997.

    Included in discontinued operations is a loss of $1.2 million,    
    net of taxes, and earnings of $4.3 million, net of taxes, from    
    the divested feed ingredients business for the quarter and nine   
    months ended March 31, 1996, respectively.  Other principal       
    factors affecting discontinued operations for the nine months     
    ended March 31, 1996, were an after tax gain of $34.2 million on  
    the disposition of the feed ingredients business and an after tax 
    provision for additional environmental costs of $15.6 million.

    The following schedule summarizes the components, net of tax, of  
    discontinued operations presented on the Condensed Consolidated   
    Statement of Operations.
    (In millions)           

<TABLE>
<CAPTION>                                                             
                                    Quarter Ended       Nine Months Ended       
                                       March 31,              March 31,         
                                 -------------------   -------------------
                                   1997       1996       1997       1996
                                 --------    --------  --------    -------
<S>                              <C>         <C>       <C>         <C> 
Fries & Fries, Inc.
  Gain on divestiture            $ 270.6               $ 270.6 
  Earnings (loss) from
   operations                         .5     $ 5.1         (.3)    $ 13.3
Animal health segment
  Estimated loss on divestiture   (275.3)               (275.3)  
  Earnings from operations           3.9       5.2         9.2        7.7
Feed ingredients business
  Gain on divestiture                          (.2)                  34.2
  Earnings (loss) from operations             (1.2)                   4.3
Environmental costs                                                 (15.6)
Other                                (.7)      (.9)       (2.0)      (2.6)
                                 --------    --------  --------    -------   
Discontinued operations          $  (1.0)    $ 8.0     $   2.2     $ 41.3 
                                 ========    ========  ========    =======
</TABLE>


2.  Included in earnings from continuing operations for the nine      
    months ended March 31, 1997, is a one-time research and           
    development expense of $6.0 million, $3.8 million after taxes or  
    5 cents per share, resulting from a strategic alliance to develop 
    new magnetic resonance imaging technology. 

3.  Provisions for income taxes were based on estimated annual        
    effective tax rates for each fiscal year.  The Company's          
    effective tax rate for the first nine months was 36.0 percent,    
    compared to last year's 37.3 percent.  This decrease reflects an  
    earnings mix toward lower statutory tax rate jurisdictions and    
    the utilization of certain foreign net operating losses.

4.  The Company is subject to various investigations, claims and      
    legal proceedings covering a wide range of matters that arise in  
    the ordinary course of its business activities.  In addition, in  
    connection with laws and regulations pertaining to the protection 
    of the environment, the Company is a party to several             
    environmental remediation investigations and clean-ups and, along 
    with other companies, has been named a "potentially responsible   
    party" for certain waste disposal sites.  Each of these matters   
    is subject to various uncertainties, and it is possible that some 
    of these matters will be decided unfavorably against the Company. 
    The Company has established accruals for matters that are in its  
    view probable and reasonably estimable.  Based on information     
    presently available, management believes that existing            
    accruals are sufficient to satisfy any known environmental        
    liabilities.  Further, any additional liability that may          
    ultimately result from the resolution of these matters is not     
    expected to have a material effect on Mallinckrodt's business,    
    financial condition or results of operations.

5.  Earnings per common share were based on the weighted average      
    number of common and common equivalent shares outstanding         
    (75,416,391 and 76,670,336 for the nine months ended March 31,    
    1997 and 1996, and 75,178,523 and 75,525,393 for the quarters     
    ended March 31, 1997 and 1996, respectively).

    In February 1997, the Financial Accounting Standards Board issued 
    Statement No. 128, Earnings per Share, which is required to be    
    adopted on December 31, 1997.  At that time, the Company will be  
    required to change the method currently used to compute earnings  
    per share and to restate all prior periods.  Under the new        
    requirements for calculating primary earnings per share, the      
    dilutive effect of stock options will be excluded.  The impact is 
    expected  to result in an increase in primary earnings per share  
    on net earnings for the quarter and nine months ended March 31,   
    1997 of 1 cent and 3 cents per share, respectively, and an        
    increase of 1 cent and 3 cents in primary earnings per share      
    on net earnings for the quarter and nine months ended March 31,   
    1996, respectively.  The impact of Statement No. 128 on the       
    calculation of fully diluted earnings per share for these periods 
    is not expected to be material.

6.  The components of inventory included the following as of March    
    31, 1997:
    (In millions)
    Raw materials and supplies        $115.3
    Work in process                     62.9
    Finished goods                     152.3
                                      ------ 
                                      $330.5
                                      ======


7.  As of March 31, 1997, the Company has authorized and issued       
    100,000 shares, par value $100, 4 Percent cumulative preferred    
    stock of which 98,330 shares are outstanding.  Mallinckrodt also  
    has authorized 1,400,000 shares, par value $1, of Series          
    preferred stock, none of which is outstanding.

    Shares included in treasury stock were:
                                                                      
                                             March 31,     June 30,   
                                               1997          1996
                                            ----------    ----------
    Common stock                            13,609,945    12,835,721
    4 Percent cumulative preferred stock         1,670         1,670

8.  At March 31, 1997, common shares
    reserved were:

    Exercise of common stock purchase rights              82,417,733
    Exercise of stock options and granting
      of stock awards                                      8,911,349
                                                           --------- 
    Total                                                 91,329,082
                                                          ==========



9.  Supplemental cash flow information for the nine months ended      
    March 31 included:
    (In millions)
<TABLE>
<CAPTIONS>

    <S>                                                 <C>       <C>
                                                          1997      1996
                                                         ------    ------ 
    Interest paid                                         $60.1     $35.6
    Income taxes paid                                     $47.2     $54.6
    Non-cash investing and financing activities:
     Issuance of stock related to an acquisition          $22.0
     Assumption of liabilities related to acquisitions     $3.2     $21.7
     Preferred stock received related to a divestiture    $88.9
     Principal amount of debt assumed by buyer
      related to a divestiture                           $510.0

</TABLE>

Item 2. Management's Discussion and Analysis of Financial Condition   
        and Results of Operations. (1)

Results of Operations

General
-------
Earnings from continuing operations for the third quarter ended March
31, 1997 were  $49.6 million, or 66 cents per share.  This represents
a 25 percent increase in per share earnings from continuing
operations compared with $40.4 million, or 53 cents per share, during
the same period a year ago.  Net sales for the quarter were up 2
percent to $469.7 million, compared to $460.3 million a year earlier. 
Net earnings for the third quarter were $48.6 million, or 65 cents
per share, compared with $48.4 million, or 64 cents per share, during
the same period a year ago.  On March 31, 1997, the Company disposed
of Fries & Fries, Inc., a wholly owned subsidiary which owned the
Company's 50% interest in Tastemaker, which was the flavors joint
venture with Hercules Incorporated.  The disposition of Fries &
Fries, Inc. resulted in an after tax gain of $270.6 million included
in discontinued operations.  Results for Fries & Fries, Inc. have
been reclassified as a discontinued operation and, accordingly, prior
year results have been reclassified.  On May 15, 1997, the Company's
Board of Directors approved the divestiture of the animal health
segment for cash plus the assumption of certain liabilities.  The
Company recorded an estimated after tax loss on divestiture of $275.3
million included in discontinued operations.  The divestiture is
expected to be completed by July 31, 1997.  Net sales for the animal
health segment were $108.3 million and $112.4 million for the
quarters ended March 31, 1997 and March 31, 1996, respectively. 
Results for the animal health segment have been reclassified as a
discontinued operation and, accordingly, prior year results have been
reclassified.  The divestitures of Fries & Fries, Inc. and the animal
health segment complete the two divestiture initiatives discussed in
the Form 10-K for the fiscal year ended June 30, 1996.

For the nine months, earnings from continuing operations were $125.3
million, or $1.66 per share, compared to $103.6  million, or $1.35
per share during the same period a year ago.  Current year results
reflect a one-time research and development expense of $6.0 million,
$3.8 million after taxes, or 5 cents per share, resulting from a
strategic alliance to develop new magnetic resonance imaging
technology.  Net sales for the nine months were up 8 percent to $1.4
billion, compared to $1.3 billion a year ago.  Net earnings for the
nine months were $127.5 million or $1.69 per share, compared with
$144.9 million or $1.89 per share for the same prior year period. 
Current year net earnings include the previously discussed after tax
gain of $270.6 million on the disposition of Fries & Fries, Inc. and
the after tax loss of $275.3 million on the planned disposition of
the animal health segment.  Net sales for the animal health segment
were $325.8 million and $329.4 million for the nine months ended
March 31, 1997 and March 31, 1996, respectively.  Prior year net
earnings included a $34.2 million discontinued operations after tax
gain resulting from the disposition of the feed ingredients business
in the second quarter, partially offset by a second quarter $15.6
million after tax adjustment of provisions for environmental costs
related to discontinued operations.  Also included in prior year net
earnings are earnings from the divested feed ingredients business of
$4.3 million, net of taxes.
___________________________________
(1) The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking statements, so long as those
statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that
could cause actual results to differ materially from those discussed
in the forward-looking statements.  Certain statements contained
herein are forward-looking, particularly the statements appearing
under Part I. Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Part II. Item 1,
"Legal Proceedings."  

Factors that could cause actual results to differ materially from
those expressed or implied by the forward-looking statements include
but are not limited to the following: the effect of business and
economic conditions; constraints on supplies and/or changes in the
cost of raw materials used in the manufacturing of certain of the
Company's products; capacity limiting the production of certain
products; difficulties or delays in the development, production,
testing, and marketing of products; difficulties or delays in
receiving required governmental or regulatory approvals; market
acceptance issues, including the failure of products to generate
anticipated sales levels; the effects of, and changes in, trade,
monetary and fiscal policies, laws and regulations; risks associated
with investments and operations in foreign jurisdictions, including
those related to foreign regulatory requirements, exchange rate
fluctuations, and local political, social, and economic factors;
changes in governmental laws and regulations affecting environmental
compliance, taxes, and other matters impacting the Company; the costs
and effects of legal and administrative proceedings, including the
environmental proceedings involving the Company; the ability of the
Company to develop and execute effective marketing and sales
strategies for its products; the potential erosion of prices for
certain of the Company's products as a result of increased
competition in its markets; and the risk factors reported from time
to time in the Company's SEC reports.

<PAGE>
A comparison of sales and operating earnings follows:
(In millions)                                                         
                           Quarter Ended        Nine Months Ended
                              March 31,              March 31,
                        -------------------     -----------------
                           1997      1996        1997      1996
                          ------    ------      ------    ------  
Sales
----- 
  Human healthcare       $ 387.2   $ 374.3     $1,121.3   $1,022.3  
  Specialty chemicals       82.6      86.1        243.7      241.5
  Intersegment sales         (.1)      (.1)         (.2)       (.2)
                         --------  -------     ---------  --------- 
                         $ 469.7   $ 460.3     $1,364.8   $1,263.6  
                         ========  =======     =========  =========


Operating Earnings
------------------
  Human healthcare       $  80.6   $  81.6     $  216.4   $  212.0
  Specialty chemicals        8.4       7.4         19.9       17.5
  Corporate                 (5.5)     (8.6)       (19.4)     (23.2)
  Eliminations                                                 (.3)
                         --------  --------    ---------  ---------   
                         $  83.5   $  80.4     $  216.9   $  206.0
                         ========  ========    =========  =========

<TABLE>
<CAPTION>

Business Segments
-----------------
Human Healthcare
Net Sales                      Quarter Ended            Nine Months Ended
(In millions)                    March 31,                   March 31,
                           -------------------          ------------------ 
<S>                           <C>        <C>            <C>        <C>
                              1997       1996           1997       1996
                             ------     ------        --------    --------  
  
Imaging agents               $190.1     $183.5        $  589.9    $  511.1
Critical care products         78.2       86.7           235.0       242.8
Pharmaceutical specialties    118.9      104.1           296.4       268.4
                             ------     ------        --------    --------
                             $387.2     $374.3        $1,121.3    $1,022.3
                             ======     ======        ========    ========

</TABLE>

Human healthcare's operating earnings for the current quarter were 1
percent below the prior year's third quarter at $80.6 million. 
Operating earnings for the nine months were $216.4 million, or 2
percent greater than the corresponding prior year results.  Net sales
increased 3 percent and 10 percent compared to the corresponding
prior year quarter and nine months, respectively.

Imaging agent sales increased 4 percent and 15 percent above the
quarter and first nine months of the prior year, respectively. 
Iodinated contrast media market share increases in the U.S. and the
acquisition of Liebel-Flarsheim in January 1996 were the major sales
growth contributors.  The increased sales volume was partially offset
by lower contrast media selling prices.

Critical care products experienced increased demand for
anesthesiology products, respiratory therapy products and HemoCue
blood hemoglobin and glucose analysis systems in both the three month
and nine month periods of the current year as compared with the
corresponding periods in the prior year.  These sales gains were more
than offset by lower prices of existing products and lost revenue
associated with the blood gas and electrolyte business which was sold
as of September 30, 1996.

Sales of pharmaceutical specialties grew 14 percent and 10 percent
compared to the three month and nine month periods of the prior year,
respectively.  The sales growth, which occurred in the narcotics and
peptides product lines, was principally the result of volume
increases.

In November 1996, the Company acquired D.M. Graham Laboratories,
Inc., a contract manufacturer of dosage pharmaceuticals licensed to
produce a variety of medicinal narcotics.  This acquisition is a key
step in the continuing growth of the Company's  pharmaceutical
specialties business.  In December 1996, the Company acquired
expanded sales and marketing rights for Molecular Biosystems, Inc.'s
FS069 (second-generation ultrasound imaging agent).  As a result of
this and earlier agreements, Mallinckrodt has marketing rights for
Albunex and FS069 throughout the world except Japan, South Korea and
Taiwan.


Specialty Chemicals
Net Sales                  Quarter Ended        Nine Months Ended
(In millions)                 March 31,              March 31,
                        -------------------     ------------------ 
                         1997        1996        1997       1996
                        -------     -------     -------    -------  
                        $ 82.6      $ 86.1      $243.7     $241.5
                        =======     =======     =======    =======
                       

Specialty chemicals' operating earnings were $8.4 million and $19.9
million for the third quarter and nine months ended March 31, 1997,
respectively, representing increases of 14 percent over the same
prior year periods.  Compared with corresponding prior year periods,
sales were relatively flat for the third quarter and the first nine
months.  The third quarter and nine month period revenues were
negatively impacted by lower volume of laboratory chemicals, while
the nine month period benefited from increased plastic additive sales
in the first half of the year.

Corporate Matters
-----------------
Corporate expense was $5.5 million and $19.4 million for the third
quarter and nine months, respectively, representing a 36 percent and
16 percent decrease from the same prior year periods.  The Company's
effective tax rate for the nine months was 36.0 percent, compared to
last year's 37.3 percent.  This rate decrease reflects an earnings
mix toward lower statutory rate jurisdictions and the utilization of
certain foreign net operating losses.

Financial  Condition

The Company's financial resources are expected to continue to be
adequate to support existing businesses and fund new opportunities. 
Since June 30, 1996, cash and cash equivalents decreased $58.4
million.  Operations provided $214.6 million of cash, while
acquisition and capital spending totaled $104.5 million.  The Company
received $35.0 million in proceeds from asset disposals, primarily
from the blood gas and electrolyte business.  The Company's current
ratio at March 31, 1997, was 2.1:1.  Debt as a percentage of invested
capital was 31 percent. 

The Company's Board of Directors previously authorized repurchase of
a total of 42 million shares of its common stock.  Thirty-five
million shares have been repurchased under this authorization, 2.3
million during the nine months ended March 31, 1997.

In September 1995 and November 1995, the Company issued $100 million
of 6.75 percent notes due September 15, 2005, and $100 million of 6.5
percent notes due November 15, 2007, respectively, from the $250
million shelf registration statement filed in February of 1995.  As
of March 31, 1997, $50 million of securities under this shelf and $50
million of securities under a shelf registration statement filed with
the SEC in 1992 remain unissued.

The Company has a $550 million private-placement commercial paper
program.  This program is backed by $550 million of U.S. lines of
credit, available until May 2001.  At March 31, 1997, no amounts were
outstanding under the commercial paper program or the credit
agreement.  Non-U.S. lines of credit totaling $181.7 million were
also available and borrowings under these lines amounted to $14.1
million at March 31, 1997.  The non-U.S. lines are cancelable at any
time.

Fries & Fries, Inc., a wholly-owned subsidiary which was disposed of
on March 31, 1997, had a $600 million committed line of credit
available until May 1997, which was guaranteed by the Company. 
Borrowings under the credit agreement were $510 million on March 31,
1997.  The borrowing was assumed by the buyer of Fries & Fries, Inc.
and therefore the Company has been released from all liabilities and
obligations with respect to the line of credit and related
borrowings.

Estimated capital spending for the year ending June 30, 1997, is
approximately $140 million.

PART II.  OTHER INFORMATION  
                                                          
Item 1.  Legal Proceedings.

The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the
ordinary course of its business activities.  In addition, in
connection with laws and regulations pertaining to the protection of
the environment, the Company is a party to several environmental
remediation investigations and clean-ups and, along with other
companies, has been named a "potentially responsible party" for
certain waste disposal sites.  Each of these matters is subject to
various uncertainties, and it is possible that some of these matters
will be decided unfavorably against the Company.  The Company has
established accruals for matters that are in its view probable and
reasonably estimable.  Based on information presently available,
management believes that existing accruals are sufficient to satisfy
any known environmental liabilities.  Further, any additional
liability that may ultimately result from the resolution of these
matters is not expected to have a material effect on the Company's
business, financial condition or results of operations.

Previously Reported Matters
---------------------------

The following is a discussion of material developments in proceedings
previously reported in the Company's Form 10-K for its fiscal year
ended June 30, 1996, as amended by the Company's reports on Form 10-Q
for its fiscal quarters ended September 30, 1996 and December 31,
1996:

Auburn Hills, MI -- As previously reported, the Company filed a
third-party complaint against approximately 110 parties that sent
drums to this former drum reconditioning facility located in Auburn
Hills, Michigan, seeking contribution for damages that might be
assessed against the Company.  The court held a status conference in
February 1997.  The parties agreed to determine if settlement is
possible.  The court has scheduled another status conference for June
1997.  The Company has submitted a remedial action plan to the State
of Michigan for this site and is meeting with the State to address
comments.

St. Louis, MO/CT Decommissioning -- The Company is developing a
Decommissioning and Decontamination Plan to submit to the Nuclear
Regulatory Commission for this site.  This plan will propose the
Company's remedial plan for the site.

Springville, Utah-- The Company and Ensign-Bickford Industries, Inc.
(EBI) have entered into an interim allocation agreement with two
additional parties to address funding remedial activities at this
site.  As previously reported, a resident with property bordering the
site filed suit against EBI for nuisance and trespass for
contamination that allegedly migrated onto the resident's property. 
The Company has now also been sued by this plaintiff.  The Company
and EBI have also been sued by certain other residents near the plant
alleging injuries and property damage which they claim to have
suffered as a result of contamination of their drinking water by
chemicals emanating from the plant.  Various pretrial motions are
pending in both of these cases.

Pierce County, Washington -- As previously reported, the Company and
Olin Corporation were named "potentially responsible parties" for
this site by the Washington Department of Ecology.  The Company, Olin
and the Department of Ecology have entered into an Agreed Order that
will govern remedial activities at the site.  The Department of
Ecology has issued the Agreed Order for public comment.

Item 2.  Changes in Securities.

Not applicable.

Item 3.  Defaults Upon Senior Securities.

Not applicable.

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

See Mallinckrodt's Form 10-Q for the three months ended September 30,
1996, for information about the Annual Meeting of Shareholders on
October 16, 1996.

Item 5.  Other Information.

Not applicable.

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

(a)  Exhibits

                                           Incorporated   Filed with
                                              Herein      Electronic
Exhibit             Description          by Reference to  Submission
------- -------------------------------  ---------------  ----------- 
   
2.1       Agreement dated February 4,1997  Exhibit 2.1 to             
          among Mallinckrodt, Hercules     Form 8-K, dated            
          Incorporated, Roche Holdings,    March 31, 1997
          Inc.and Givaudan-Roure
          (International) SA.

2.2       First Amendment to Agreement     Exhibit 2.2 to
          dated March 28, 1997 among       Form 8-K, dated
          Mallinckrodt, Hercules           March 31, 1997
          Incorporated, Roche Holdings, 
          Inc. and Givaudan-Roure
          (International) SA.
                                                 
2.3       Contribution Agreement dated     Exhibit 2.3 to
          February 4, 1997 among           Form 8-K, dated
          Mallinckrodt, Roche Holdings,    March 31, 1997
          Inc. and Givaudan-Roure 
          (United States) Inc.

10.17(f)  Amendment dated February 20,                         X   
          1997 to Consulting Agreement
          with Ronald G.Evens,  M.D.,
          extending Agreement through
          December 31, 1997.*

10.18-A   Amendment No. 1 to Credit                            X
          Agreement, dated as of January
          24, 1997 among Mallinckrodt,
          the Banks listed therein, 
          Morgan Guaranty Trust Company
          of New York, as Administrative
          Agent and Citibank, N.A., as
          Documentation Agent.

10.19-A   Amendment No. 1 to Credit                            X
          Agreement, dated as of January
          24, 1997 among Fries & Fries,
          Inc. as Borrower, Mallinckrodt 
          as Guarantor, the Banks listed
          therein, Morgan Guaranty Trust
          Company of New York, as
          Administrative Agent and
          Citibank, N.A., as Documentation
          Agent.

10.19-B   Consent and Waiver dated as of                       X
          March 21, 1997, to the Credit
          Agreement dated as of May 22,
          1996, among Fries & Fries, Inc.
          as Borrower, Mallinckrodt as
          Guarantor, the Banks listed
          therein, Morgan Guaranty Trust
          Company of New York, as
          Administrative Agent, and
          Citibank, N.A. as Documentation
          Agent.

10.27(a)  Credit Agreement dated as of                         X
          January 24, 1997, among
          Tastemaker as Borrower, Fries &
          Fries, Inc. and Mallinckrodt as
          Guarantors, the Banks listed
          therein, Morgan Guaranty Trust
          Company of New York, as
          Administrative Agent, and 
          Citibank, N.A. as Documentation
          Agent.

10.27(b)  Agreement dated as of March 21,                      X
          1997, comprising, inter alia,
          an Amendment and Waiver to the
          Credit Agreement dated as of
          January 24, 1997 among
          Tastemaker as Borrower, Fries &
          Fries, Inc. and Mallinckrodt
          as Guarantors, the Banks listed
          therein, Morgan Guaranty Trust
          Company of New York as
          Administrative Agent, and
          Citibank, N.A. as Documentation
          Agent.

11.1      Primary earnings per share                           X
          computation for the nine months
          ended March 31, 1997 and 1996.

11.2      Fully diluted earnings per share                     X
          computation for the nine months
          ended March 31, 1997 and 1996.

11.3      Primary earnings per share                           X
          computation for the quarters
          ended March 31, 1997 and 1996.

11.4      Fully diluted earnings per share                     X
          computation for the quarters
          ended March 31, 1997 and 1996.

27        Financial Data Schedule.                             X     
-------------------------
*  Management contract or compensatory plan required to be filed
pursuant to Item 601 of Regulation S-K.                               
                           
(b)  Reports on Form 8-K.

     During the quarter and through the date of this report, the      
     following reports on Form 8-K were filed.
              
     -  Report dated February 6, 1997, under Item 5 regarding         
        divestiture of Tastemaker, the Company's flavors joint
        venture.
               
     -  Report dated February 12, 1997, under Item 5 regarding        
        Mallinckrodt to supply radiopharmaceuticals to Premier,
        Inc.

     -  Report dated February 25, 1997, under Item 5 regarding FDA    
        Advisory Panel's recommendation of clearance of Albunex       
        ultrasound imaging agent for use in diagnosing fallopian tube 
        patency.

     -  Report dated March 6, 1997, under Item 5 regarding            
        Mallinckrodt and Molecular Biosystems, Inc. filing for
        marketing clearance of ultrasound imaging agent, FS069, in    
        European union.
 
     -  Report dated March 24, 1997, under Item 5 regarding           
        Mallinckrodt adding three more supply agreements to its
        relationship with Premier, Inc.

     -  Report dated March 31, 1997, under Item 5 regarding marketing 
        authorization application acceptance for ultrasound imaging   
        agent, FS069, in the European union.

     -  Report dated March 31, 1997, under Item 2 regarding           
        divestiture of Fries & Fries, Inc. and its interest in
        Tastemaker.

     -  Report dated April 23, 1997,  under Item 5 regarding          
        Mallinckrodt believes ultrasound imaging agent FS069 meets
        the requirement for FDA review as a medical device.

             
                            ***************



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

   Mallinckrodt Inc.
------------------------
   Registrant


By: MICHAEL A. ROCCA                 By:     TERRY D. MEIER
   --------------------------           -------------------------- 
    Michael A. Rocca                         Terry D. Meier
    Senior Vice President and                Vice President and       
    Chief Financial Officer                  Controller


Date:  May 19, 1997