<PAGE>
                  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 December 31, 1995
                                        OR
                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           ---
                         THE SECURITIES EXCHANGE ACT OF 1934

                            Commission file number 1-483
                              ------------------------
                               MALLINCKRODT GROUP 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.  74,184,899 shares excluding
12,931,390 treasury shares as of January 31, 1996.

<PAGE>
PART  I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED).

The accompanying interim condensed consolidated financial statements of
Mallinckrodt Group 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 1995 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.  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.
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions except per share amounts) 
<CAPTION>
                                        Quarter Ended           Six Months Ended
                                         December 31,             December 31,
                                      ------------------       ------------------
                                       1995        1994         1995        1994
                                      -------     -------      ---------  -------
<S>                                   <C>         <C>          <C>        <C>
Net sales                             $528.2      $471.5       $1,020.3   $920.1

Operating costs and expenses:
  Cost of goods sold                   289.1       250.0          557.4    498.3
  Selling, administrative and
    general expenses                   141.0       133.8          279.9    257.5
  Research and development expenses     31.5        24.5           55.6     47.7
  Other operating income, net           (4.2)       (1.8)          (7.4)    (3.9)
                                      -------     -------      ---------  -------
Total operating costs and expenses     457.4       406.5          885.5    799.6
                                      -------     -------      ---------  -------
Operating earnings                      70.8        65.0          134.8    120.5

Equity in pre-tax earnings of joint 
  venture                                5.9         4.1           13.2     10.2
Interest and other nonoperating 
  expense, net                           (.5)        (.5)           (.9)     (.8)
Interest expense                       (14.9)      (11.8)         (28.7)   (23.8)
                                      -------     -------      ---------  -------
Earnings from continuing 
  operations before income taxes        61.3        56.8          118.4    106.1
Income tax provision                    23.0        21.5           44.4     40.3
                                      -------     -------      ---------  -------
Earnings from continuing operations     38.3        35.3           74.0     65.8
Discontinued operations                 19.0         4.5           22.5      7.9
                                      -------     -------      ---------  -------
Net earnings                            57.3        39.8           96.5     73.7
Preferred stock dividends                (.1)        (.1)           (.2)     (.2)
                                      -------     -------      ---------  -------
Available for common shareholders     $ 57.2      $ 39.7       $   96.3   $ 73.5
                                      =======     =======      =========  =======

Earnings per common share:
  Continuing operations               $.50        $.45         $ .96      $.85
  Discontinued operations              .25         .06           .29       .10
                                      ----        ----         -----      ----
  Net earnings                        $.75        $.51         $1.25      $.95
                                      ====        ====         =====      ====
</TABLE>
(See Notes to Condensed Consolidated Financial Statements on page 5.)
                                 1
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions except share and per share amounts)
<CAPTION>
                                                    December 31,      June 30,
                                                       1995             1995
                                                    ------------    ------------
<S>                                                 <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                          $   76.3       $   60.9
  Trade receivables, less allowances of $12.7
    at December 31 and $13.5 at June 30                 376.6          392.5
  Inventories                                           459.7          415.5
  Net current assets of discontinued operations                         15.8
  Deferred income taxes                                  53.4           53.1
  Other current assets                                   98.6           56.9
                                                     ---------      ---------
Total current assets                                  1,064.6          994.7
Investments and long-term receivables,
  less allowances of $13.1 at December 31
  and $17.0 at June 30                                  148.4          165.5
Property, plant and equipment, net                    1,001.6          978.0
Intangible assets                                       596.3          527.6 
Net noncurrent assets of discontinued operations                        26.6
Deferred income taxes                                      .8             .7
                                                     ---------      ---------
Total assets                                         $2,811.7       $2,693.1
                                                     =========      =========



LIABILITIES AND SHAREHOLDERS' EQUITY    
Current liabilities:
  Short-term debt                                    $  140.2       $  197.5
  Accounts payable                                      157.7          182.8
  Accrued liabilities                                   365.4          332.1
  Income taxes payable                                   46.3            7.7
  Deferred income taxes                                   2.0            2.7
                                                     ---------      ---------
Total current liabilities                               711.6          722.8 
Long-term debt, less current maturities                 595.4          501.5
Deferred income taxes                                    82.8           76.9
Postretirement benefits                                 148.7          142.7
Other noncurrent liabilities and deferred credits       120.3           77.7
                                                     ---------      ---------
Total liabilities                                     1,658.8        1,521.6
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 December 31 and June 30                 87.1           87.1
  Capital in excess of par value                        277.1          274.1
  Reinvested earnings                                 1,058.4          984.5
  Foreign currency translation                          (20.2)          (9.3)
  Treasury stock, at cost                              (260.5)        (175.9)
                                                     ---------      ---------
Total shareholders' equity                            1,152.9        1,171.5
                                                     ---------      ---------
Total liabilities and shareholders' equity           $2,811.7       $2,693.1
                                                     =========      =========

</TABLE>
(See Notes to Condensed Consolidated Financial Statements on page 5.)
                                2
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
<CAPTION>
                                                       Six Months Ended
                                                           December 31,
                                                      1995           1994 
                                                     -------        -------
<S>                                                  <C>            <C>
CASH FLOW - OPERATING ACTIVITIES
Net earnings                                         $ 96.5         $ 73.7
Adjustments to reconcile net earnings
  to net cash provided by operating activities:
    Depreciation and amortization                      68.2           56.9
    Postretirement benefits                             6.0            5.7
    Undistributed equity in earnings of joint venture  (9.5)          (6.8)
    Deferred income taxes                               5.1           12.3
    Gains on disposals of assets                      (53.7)          (1.3)
    Other, net                                         32.6          (15.4)
                                                     -------        -------
                                                      145.2          125.1
    Changes in non-cash operating working capital:
      Accounts receivable                             (36.7)          (1.8)
      Inventories                                     (49.2)         (30.5)
      Accounts payable, accrued 
        liabilities and income taxes, net              33.8          (19.3)
      Other, net                                        1.9           (1.7)
                                                     -------        -------
Net cash provided by operating activities              95.0           71.8


CASH FLOW - INVESTING ACTIVITIES
Capital expenditures                                  (77.6)         (75.6)
Acquisition spending                                  (81.0)          (4.1)
Proceeds from asset disposals                         118.8           16.3
Other, net                                             27.6           (1.8)
                                                     -------        -------
Net cash used by investing activities                 (12.2)         (65.2)


CASH FLOW - FINANCING ACTIVITIES
Increase (decrease) in short-term debt                (56.4)          24.1
Proceeds from long-term debt                          196.5            2.4
Payments on long-term debt                           (103.3)          (3.5)
Issuance of Mallinckrodt common stock                   9.3            1.4
Acquisition of treasury stock                         (90.9)         (14.7)
Dividends paid                                        (22.6)         (20.5)
                                                     -------        -------
Net cash used by financing activities                 (67.4)         (10.8)
                                                     -------        -------
Increase (decrease) in cash and cash equivalents       15.4           (4.2)
Cash and cash equivalents at beginning of period       60.9           86.2
                                                     -------        -------
Cash and cash equivalents at end of period           $ 76.3         $ 82.0
                                                     =======        =======
</TABLE>

(See Notes to Condensed Consolidated Financial Statements on page 5.)
                                3
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In millions except per share amounts)
<CAPTION>
                                                             1995         1994
                                                           ---------    ---------
<S>                                                        <C>          <C>
4 Percent cumulative preferred stock:
  Balance at June 30 and December 31                       $   11.0     $   11.0


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


Capital in excess of par value:
  Balance at June 30                                          274.1         268.2
  Stock options exercised                                       3.0            .3
                                                           --------      ---------
  Balance at December 31                                      277.1         268.5


Reinvested earnings:
  Balance at June 30                                          984.5         846.4
  Net earnings                                                 96.5          73.7
  Dividends:
    4 Percent cumulative preferred stock ($2.00 per share)      (.2)          (.2)
    Common stock ($.295 per share in 1995
      and $.265 per share in 1994)                            (22.4)        (20.3)
                                                           ---------     ---------
  Balance at December 31                                    1,058.4         899.6


Foreign currency translation:
  Balance at June 30                                           (9.3)        (34.2)
  Translation adjustment                                      (10.9)          5.5
                                                           ---------     ---------
  Balance at December 31                                      (20.2)        (28.7)


Treasury stock:
  Balance at June 30                                         (175.9)       (162.6)
  Purchase of common stock                                    (90.9)        (14.7)
  Stock options exercised                                       6.3           1.1
  Restricted stock awards                                                    (4.2)
                                                           ---------     ---------
  Balance at December 31                                     (260.5)       (180.4)
                                                           ---------     ---------

Total shareholders' equity                                 $1,152.9      $1,057.1
                                                           ========      ========

</TABLE>
(See Notes to Condensed Consolidated Financial Statements on page 5.)
                                 4
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  Results for the quarter and six months ended December 31, 1995
    included a non-cash charge for write-off of purchased research and
    development of $3.7 million, $2.3 million after taxes, or 3 cents
    per share, relating to Mallinckrodt Veterinary's acquisition of
    Syntro Corporation.  The charge was recorded as research and
    development expenses.

2.  Included in discontinued operations are earnings, net of taxes,
    from the divested feed ingredients business of $1.0 million and
    $5.5 million for the quarter and through October 16, 1995, the date
    of sale, respectively.  Corresponding amounts were $5.4 million and
    $9.5 million for the quarter and six months ended December 31,
    1994, respectively.  Fiscal 1996 feed ingredients net sales were
    $5.8 million and $43.0 million for the quarter and through 
    October 16, 1995, respectively.  Sales for the quarter and six
    months ended December 31, 1994 were $44.7 million and $83.8 million,
    respectively.  Other principal factors affecting discontinued
    operations were an after tax gain of $34.4 million on the sale of
    the feed ingredients business and an after tax provision for additional
    environmental costs of $15.6 million.

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 six months was 37.5 percent, compared to
    last year's 38.0 percent.  This decrease reflects an earnings mix
    toward lower statutory tax rate jurisdictions and the utilization
    of certain 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 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 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 or financial condition as a whole.

5.  Earnings per common share were based on the weighted average number
    of common and common equivalent shares (77,161,246 and 77,403,148
    for the six months ended December 31, 1995 and 1994, and 76,397,750
    and 77,249,318 for the quarters ended December 31, 1995 and 1994,
    respectively).

6.  The components of inventory include the following as of December 31, 1995:
    (In millions)
    Raw materials and supplies              $146.6
    Work in process                          102.2
    Finished goods                           210.9
                                            ------
                                            $459.7
                                            ======

7.  As of December 31, 1995, 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:
                                                December 31,     June 30,
                                                   1995            1995
                                                ------------    ----------
    Common stock                                 12,539,789     10,365,203
    4 Percent cumulative preferred stock              1,670          1,670

                                5
<PAGE>
8.  At December 31, 1995 common shares reserved were:

    Exercise of common stock purchase rights                    85,177,351
    Exercise of stock options and granting of stock awards      10,600,851
                                                                ----------
    Total                                                       95,778,202
                                                                ==========

9.  Supplemental cash flow information for the six months ended December 31
    included:
    (In millions)
                                                           1995       1994
                                                          -----      -----
    Interest paid                                         $21.4      $21.4
    Income taxes paid                                     $30.2      $22.7
    Non-cash investing and financing activities:
      Assumption of liabilities related to acquisitions    $6.2



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
         AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

General
-------
Although the strategic change initiative announced in December, 1995 is
affecting the structure of Mallinckrodt Group, results for the quarter
ended December 31, 1995 continue to be reported in the previous format.

Earnings from continuing operations for the second quarter ended December 31,
1995 were $38 million, or 50 cents per share.  This represents an 11 percent
increase in per-share earnings from continuing operations compared with $35
million, or 45 cents per share, during the same period a year ago.  These
results reflect a non-cash charge of $3.7 million, $2.3 million after taxes,
or 3 cents per share, associated with the acquisition of Syntro Corporation. 
Excluding this charge, earnings from continuing operations would have been 53
cents per share, an 18 percent increase over the prior year.  Net sales for
the quarter were up 12 percent to $528 million, compared to $471 million a
year ago.  Net earnings for the second quarter were $57 million, or 75
cents per share, compared with $40 million, or 51 cents per share, during the
same period a year ago.  Net earnings include the gain resulting from the
sale of the feed ingredients business in the second quarter of fiscal 1996,
partially offset by a second quarter adjustment of provisions for
environmental costs related to discontinued operations.

For the six months, earnings from continuing operations were $74 million, or
96 cents per share.  Excluding the charge related to the Syntro acquisition,
per-share earnings increased 16 percent over the comparable $66 million, or
85 cents per share in the prior year.  Net sales for the first half were up
11 percent to $1.0 billion, compared to $920 million last year.  Net earnings
for the six months were $97 million, or $1.25 per share, compared with $74
million, or 95 cents per share last year.

<TABLE>
A comparison of sales and operating earnings follows:
(In millions)
<CAPTION>
                                             Quarter Ended       Six Months Ended
                                              December 31,         December 31,
                                             -------------      -----------------
                                             1995     1994       1995        1994
                                             ----     ----      ------      -----
<S>                                          <C>      <C>       <C>         <C>
Sales
-----
  Mallinckrodt Chemical                      $166     $121      $  319      $232
  Mallinckrodt Medical                        246      240         484       470
  Mallinckrodt Veterinary                     116      110         217       218
                                             -----    -----     -------     -----
                                             $528     $471      $1,020      $920
                                             =====    =====     =======     =====

                                6
<PAGE>
Operating earnings
------------------
  Mallinckrodt Chemical                      $ 16     $ 15      $ 24        $ 22
  Mallinckrodt Medical                         59       51       117         102
  Mallinckrodt Veterinary                       4        6         9          10
  Corporate                                    (8)      (7)      (15)        (13)
                                             -----    -----     -----       -----
                                             $ 71     $ 65      $135        $121
                                             =====    =====     =====       =====
</TABLE>

Business Segments
-----------------
<TABLE>
MALLINCKRODT CHEMICAL
<CAPTION>
Net Sales                                    Quarter Ended       Six Months Ended
(In millions)                                 December 31,          December 31,
                                             -------------       ----------------
                                             1995     1994       1995        1994
                                             ----     ----       ----        ----
<S>                                          <C>      <C>        <C>         <C>
Catalyst, Performance & Lab Chemicals        $102     $ 64       $198        $119
Pharmaceutical Specialties                     64       57        121         113
                                             ----     ----       ----        ----
                                             $166     $121       $319        $232
                                             ====     ====       ====        ====
</TABLE>

Mallinckrodt Chemical's earnings were $21.4 million and $36.9 million for the
second quarter and six months, respectively, representing increases of 11
percent and 15 percent over the same prior year periods.  These results
include the equity in the earnings of Tastemaker, the flavors joint venture,
of $5.9 million and $13.2 million for the quarter and six months, 
respectively.  Net sales increased 37 percent and 38 percent compared
to the corresponding prior year quarter and six months, respectively. 
Catalyst, performance and lab chemicals sales increased 58 percent for the
quarter and 66 percent for the first half, primarily from the acquisition of
J.T. Baker completed in the third quarter of fiscal 1995.  Pharmaceutical
specialties sales increased by 13 percent and 7 percent for the quarter and 
six months, respectively.  Second quarter improvement in acetaminophen (APAP) 
volumes outside the U.S. and continued strength in sales of medicinal narcotics
were the main contributors to the increases.

<TABLE>
MALLINCKRODT MEDICAL
<CAPTION>
Net Sales                                    Quarter Ended       Six Months Ended
(In millions)                                 December 31,          December 31,
                                             -------------       ----------------
                                             1995     1994       1995        1994

                                             ----    ----        ----        ----
<S>                                          <C>     <C>         <C>         <C>
Imaging                                      $167    $164        $328        $324
Anesthesiology & Critical Care                 79      76         156         146
                                             ----    ----        ----        ----
                                             $246    $240        $484        $470
                                             ====    ====        ====        ====
</TABLE>

Mallinckrodt Medical's operating earnings increased 14 percent for both the
quarter and six months, to $58.8 million and $116.6 million, respectively.
Net sales improved 2 percent for the quarter and 3 percent for the six months
compared to the same periods last year.  Imaging sales for both periods were
1 percent higher than the corresponding prior year quarter and six months. 
Higher nuclear medicine sales volume was the primary factor for the
increases, as improved X-ray contrast media sales volume was offset by
competitive pricing.  Anesthesiology and critical care sales for the quarter
and first half increased 4 percent and 7 percent, respectively, largely from
improved sales volumes of respiratory therapy products.  Improved plant 
operations and spending controls also benefitted earnings growth.

<TABLE>
Mallinckrodt Veterinary
<CAPTION>
Net Sales                                    Quarter Ended       Six Months Ended
(In million                                   December 31,          December 31,
                                             -------------       ----------------
                                             1995     1994       1995        1994
                                             ----     ----       ----        ----
<S>                                          <C>      <C>        <C>         <C>
Animal Health                                $116     $110       $217        $218
                                             ====     ====       ====        ====
</TABLE>

                                7
<PAGE>
Mallinckrodt Veterinary's operating earnings decreased 28 percent for the
quarter and 8 percent for the six months, to $4.2 million and $9.2 million,
respectively.  These results reflect a non-cash pre-tax charge of $3.7
million for write-off of purchased research and development associated with
the acquisition of Syntro Corporation.  Excluding this charge, operating
earnings improved 36 percent and 29 percent for the quarter and first half,
respectively.  Net sales increased 6 percent for the second quarter and were
flat for the six months compared to the corresponding prior year periods. The
improvements in second quarter sales occurred primarily in Europe due to new
product launches and in North America.  Sales for both comparative periods
also reflect the exit of certain Latin American distributorships last fiscal
year.  An improved sales mix toward higher margin products and lower expenses
as a percentage of sales augmented the improved earnings performance.


Corporate Matters
-----------------
Corporate expense increased $.1 million for the quarter and $.8 million for
the six months compared to last year.  The effective tax rate for the six
months was 37.5 percent, compared to last year's 38.0 percent. This decrease
reflects an earnings mix toward lower statutory tax rate jurisdictions and
the utilization of certain 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, 1995,
cash and cash equivalents increased $15 million.  Operations provided $95
million of cash, while acquisition and capital spending totaled $159 million. 
The Company's current ratio at December 31, 1995, was 1.5:1.  Debt as a
percentage of invested capital was 39 percent.

The Company's Board of Directors previously authorized repurchase of a total
of 42 million shares of its common stock.  Thirty-two million shares have
been repurchased under this authorization, 2.5 million during the six months
ended December 31, 1995.

In September 1995 and November 1995, the Company issued $100 million of 6.75%
notes due September 15, 2005, and $100 million of 6.5% notes due November 15,
2007, respectively, from the $250 million shelf registration statement filed
in February of 1995.  As of December 31, 1995, $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 $450 million private-placement commercial paper program. 
This program is backed by $650 million of U.S. lines of credit, $100 million
available until March 1996 and $550 million available until November 1999. 
At December 31, 1995, commercial paper borrowings amounted to $80 million. 
There were no outstanding borrowings under the U.S. lines of credit at
December 31, 1995.  At December 31, 1995, non-U.S. lines of credit totaling
$233 million were also available and borrowings under these lines amounted to
$40 million.  The non-U.S. lines are cancelable at any time.  

Estimated capital spending for the year ending June 30, 1996, is
approximately $200 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 
                                8
<PAGE>
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 or financial condition taken as a whole.


Previously Disclosed Matters
----------------------------
The following is a brief discussion of material developments in proceedings
disclosed in the Company's Form 10-K for its fiscal year ended June 30,
1995, as amended by the Company's report on Form 10-Q for its fiscal
quarter ended September 30, 1995:

Auburn Hills, Michigan -- In this previously reported matter involving a drum
recycling facility in Auburn Hills, Michigan, the State announced on November
7, 1995 that its proposed remedial action plan for the site would not be
adopted in its present form and that additional site evaluation would be
conducted.  The litigation regarding this site, which is pending in the U.S.
District Court for the Eastern District of Michigan, remains dormant.  

Ashtabula County, Ohio -- This previously reported matter involves claims
pending in the U.S. District Court for the Northern District of Ohio
regarding the contamination of a stream near Ashtabula, Ohio, where the
Company had operated a chloralkalai plant for approximately eight years 
until 1982.  The Fields Brook Remedial Action Group, a group of 
potentially responsible parties (PRPs) that has been negotiating with 
the U.S. Environmental Protection Agency (USEPA), has offered the 
Company a buy-out settlement for $1,271,967.  Approximately $385,000 
of this amount has already been paid by the Company for its share of 
Phase I costs and Phase II assessments.  The Company has accepted the 
buy-out offer and expects to execute settlement papers and obtain court
approval of the settlement by March 31, 1996.  The settlement extends to
certain defined "Covered Matters," including all Phase I study and 
investigation costs, Phase II remedial costs for the sediment and certain
floodplains, and government oversight costs.  It does not include the
Company's possible liability for natural resource damages, remediation of the
Ashtabula River, and remediation of certain upper-brook floodplain areas.
While USEPA is not a party to the settlement, the PRPs do not
expect USEPA will object to the settlement.

Pierce County, Washington -- This previously reported matter, which is
pending in the U. S. District Court for the Western District of Washington,
concerns groundwater contamination allegedly caused by the operation of an
explosives manufacturing facility operated by Olin Corporation between 1935
and 1963 and by the Company between 1963 and 1976.  In December 1995, the
Company filed a third-party complaint against the Boeing Company, the current
site owner, seeking contribution. The plaintiff (Centrum Properties, Inc.),
Boeing, Olin, and the Company are currently discussing possible ways of
resolving the dispute and allocating the clean-up costs.  The court has set
the case for final pretrial in December 1996.  

Additional Proceedings
----------------------
Springville, Utah -- The Company currently is negotiating an interim
settlement agreement with Ensign-Bickford Industries, Inc. ("EBI") to share
certain costs of remediating groundwater that allegedly has been impacted by
nitrates and explosives compounds emanating from EBI's Springville, Utah
explosives plant.  The plant, under a series of owners, has been
manufacturing explosives at the mouth of the Spanish Fork Canyon in Utah
since the 1940s.  Corporate predecessors of the Company acquired the plant in
1967, and the Company sold the plant and related assets to the Trojan
Corporation in 1982.  EBI acquired the Trojan Corporation in 1986 and has
operated the plant since that time.  Pursuant to a 1991 stipulation and
consent order with the State of Utah, EBI is preparing a feasibility study of
alternatives for remediating impacted off-site groundwater.  EBI also is
conducting a corrective action study under a 1995 consent order with Utah. 
EBI and the Company are investigating whether additional parties should share
in possible remediation costs.  EBI has notified the Company that some
residents near the plant have threatened to sue EBI for bodily 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.  The State also has advised EBI that it is investigating a natural
resource damages claim.  The Company's insurers have been notified of the
potential claims.  
                                9
<PAGE>
Avon Settlement -- In December 1995, the Company entered into an
agreement with Avon Products, Inc. to settle litigation the Company filed in
1988 to enforce indemnity claims included in Avon's agreement to sell
Mallinckrodt Inc. to the Company in 1986.  The settlement covers all
outstanding indemnity issues related to Avon's sale of Mallinckrodt,
including environmental clean-up claims and the 1988 settlement of a DuPont
patent claim.  The Company used a portion of the settlement proceeds to fund
reserves for probable costs and related liabilities for claims which the
Company is, as a result of the settlement, responsible.  The following is
a brief discussion of certain claims assumed by the Company as a result 
of the settlement which the Company believes, based on currently 
available information, are the more significant:

     St. Louis, Missouri/FUSRAP.  The Company owns a manufacturing facility 
     in St. Louis, Missouri.  This site has been used for chemical 
     manufacturing since the late 1800s.  During the late 1940s through 
     the early 1960s, the Company processed uranium under contract with the 
     U.S. government.  When the processing ceased, the site was 
     decommissioned to remove radioactive residue to appropriate standards, 
     however since then, the clean-up standards have become more stringent.
     Therefore, the radioactive residues remaining on site must be 
     remediated to current standards.  The U.S. government established a 
     program to remediate sites formerly used for uranium manufacturing.  
     This program is called the Formerly Utilized Sites Remedial Action 
     Program (FUSRAP).  The Department of Energy (DOE) is required to 
     implement and fund the remedial activities under FUSRAP.  DOE is
     working with the Company to remediate certain areas.  The DOE is
     responsible for remediating these residues, not the Company.

     St. Louis, Missouri/CT Decommissioning.  The Company also processed 
     certain ores, columbium and tantalum, under license with the Nuclear 
     Regulatory Commission (NRC) in the 1960s through 1986.  The Company 
     is required to complete decommissioning of the processing areas, 
     buildings and soil on the site where manufacturing occurred pursuant 
     to NRC regulations.  The Company submitted a Phase I Characterization 
     Plan to NRC and has implemented the characterization plan.  The 
     Company will submit a Phase II Characterization plan based upon the 
     results of the first plan. 

     Raleigh, North Carolina.  The Company owns a bulk pharmaceutical 
     facility which has been operating since the mid-1960s.  The facility 
     has a Resource Conservation Recovery Act (RCRA) Part B permit which
     requires the facility to undergo corrective action.  There are 
     several phases to the corrective action process.  The Company has 
     worked with Federal and State agencies to complete the Remedial 
     Feasibility Investigation ("RFI") and identified certain Solid
     Waste Management Units (SWMUs).  The Company received its permit 
     and recently submitted a Remedial Investigation Work Plan to the 
     North Carolina Department of Environmental Protection proposing the 
     work plan to investigate the SWMUs.  The Company has not received a 
     response to this Remedial Investigation. 


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, 1995,
for information about the Annual Meeting of Shareholders on October 18, 1995.

ITEM 5.  OTHER INFORMATION. 

Not applicable.
                                10
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

     10.1  Consulting Agreement with Herve M. Pinet for the period 
           December 1, 1995 to November 30, 1996.*

     10.2  Amendment dated January 10, 1996 to Consulting Agreement with 
           Ronald G. Evens, M.D. extending agreement through 
           December 31, 1996.*

     11.1  Primary earnings per share computation for the six months ended
           December 31, 1995 and 1994.

     11.2  Fully diluted earnings per share computation for the six months 
           ended December 31, 1995 and 1994.
 
     11.3  Primary earnings per share computation for the quarters ended
           December 31, 1995 and 1994.

     11.4  Fully diluted earnings per share computation for the quarters 
           ended December 31, 1995 and 1994.

     27    Financial Data Schedule.
     _____________
         * Management Contract or compensatory plan required to be filed 
           pursuant to Item 601.

(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 October 17, 1995, under Item 5 regarding the completion
        of the sale of the feed ingredients business, increased quarterly
        dividend and plans for increased share repurchases.

     -  Report dated November 22, 1995, under Item 5 regarding fiscal 1995
        and 1994 income statements as restated for the sale of the feed
        ingredients business.

     -  Report dated December 18, 1995, under Item 5 regarding the
        appointment of Mack G. Nichols to Chief Operating Officer and the
        appointment of two other officers.

                             ***************
                                
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 Group Inc.
      ____________________________
              Registrant



By:    MICHAEL A. ROCCA                   By:    WILLIAM B. STONE
   _________________________                 _________________________
        Michael A. Rocca                         William B. Stone
   Senior Vice President and                 Vice President and Controller
    Chief Financial Officer


Date:   February 12, 1996

                                11