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, 1998

                                  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.)
         

                                                                      
      675 McDonnell Boulevard
        St. Louis, Missouri                              63134
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:   314-654-2000

                   ------------------------------   
     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. 
71,285,133 shares excluding 15,839,640 treasury shares as of
January 31, 1999.

<PAGE>

(*) Indicates registered trademark

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 Annual
Report on Form 10-K/A No. 1 for the year ended June 30, 1998 and the
condensed consolidated financial statements contained in
Mallinckrodt's Quarterly Report on Form 10-Q/A No. 1 for the three
months ended September 30, 1998, 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, 2 and 3 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.

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

<TABLE>
<CAPTION>

                                     Quarter Ended        Six Months Ended
                                      December 31,           December 31,
                                   -------------------   -------------------
                                     1998       1997       1998       1997  
                                   ---------  ---------  ---------  ---------
<S>                                <C>        <C>        <C>        <C>
Net sales                           $ 636.7   $  607.3   $1,227.9   $1,061.9
Operating costs and expenses:
  Cost of goods sold                  347.7      395.8      666.0      671.6
  Selling, administrative and
   general expenses                   182.2      177.1      354.6      296.1
  Purchased research and
   development                                                         306.3
  Research and development expenses    37.4       36.7       71.3       64.4
  Other operating income, net          (5.3)       (.8)      (5.3)      (2.3)
                                     -------  ---------  ---------  --------- 
Total operating costs and expenses    562.0      608.8    1,086.6    1,336.1
                                     -------  ---------  ---------  --------- 
Operating earnings (loss)              74.7       (1.5)     141.3     (274.2)
Interest and other nonoperating
 income (expense), net                  (.2)       2.3         .7       11.5
Interest expense                      (22.5)     (29.0)     (43.1)     (47.3)
                                     -------  ---------  ---------  --------- 

Earnings (loss) from continuing
 operations before income taxes        52.0      (28.2)      98.9     (310.0)
Income tax provision (benefit)         16.9       (8.8)      32.1         .3 
                                     -------  ---------  ---------  ---------  
Earnings (loss) from continuing
 operations                            35.1      (19.4)      66.8     (310.3)
Discontinued operations                           14.5       22.6       14.5
                                    --------  ---------  ---------  --------- 

Earnings (loss) before cumulative
 effect of accounting change           35.1       (4.9)      89.4     (295.8)
Cumulative effect of accounting
 change                                                                 (8.4)
                                    --------  ---------  ---------  ---------

Net earnings (loss)                    35.1       (4.9)      89.4     (304.2)
Preferred stock dividends               (.1)       (.1)       (.2)       (.2)
                                    --------  ---------  ---------  --------- 
Available for common shareholders   $  35.0   $   (5.0)  $   89.2   $ (304.4)
                                    ========  =========  =========  =========
Basic earnings per common share:
  Earnings (loss) from continuing
   operations                       $   .49       (.27)  $    .93   $  (4.28)
  Discontinued operations                          .20        .31        .20
  Cumulative effect of accounting
   change                                                               (.11)
                                    --------  ---------  ---------  ---------
  Net earnings (loss)               $   .49   $   (.07)  $   1.24   $  (4.19)
                                    ========  =========  =========  =========

Diluted earnings per common share:
  Earnings (loss) from continuing
   operations                       $   .49   $   (.27)  $    .92   $  (4.28)
  Discontinued operations                          .20        .31        .20
  Cumulative effect of accounting
   change                                                               (.11)
                                    --------  ---------  ---------  ---------  
Net earnings (loss)                 $   .49   $   (.07)  $   1.23   $  (4.19)
                                    ========  =========  =========  =========

</TABLE>

(See Notes to Condensed Consolidated Financial Statements on pages 4  
 through 7.)

<PAGE>

CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts)

                                          December 31,     June 30, 
                                              1998           1998
                                          -------------   ----------
Assets
Current assets:
  Cash and cash equivalents                 $   57.2       $   55.5
  Trade receivables, less allowances
   of $19.4 at December 31 and $16.7
   at June 30                                  482.9          486.3
  Inventories                                  521.6          470.0
  Deferred income taxes                        110.4           95.2
  Other current assets                          65.9           61.5
  Net current assets of discontinued
   operations                                                   4.8
                                            ---------      ---------
Total current assets                         1,238.0        1,173.3

Investments and other noncurrent
 assets, less allowances of $8.0 at
 December 31 and $5.8 at June 30               151.1          154.5
Property, plant and equipment, net             899.7          894.9
Goodwill, net                                  967.5          987.0
Technology, net                                349.7          364.3
Other intangible assets, net                   270.5          282.1
Net noncurrent assets of discontinued
 operations                                                    12.4
Deferred income taxes                            4.8            4.6
                                            ---------      --------- 
Total assets                                $3,881.3       $3,873.1
                                            =========      ========= 


Liabilities and Shareholders' Equity
Current liabilities:
  Short-term debt                           $  415.8       $  311.4
  Accounts payable                             190.8          215.0
  Accrued liabilities                          458.8          532.0
  Income taxes payable                          67.0          122.3
  Deferred income taxes                          3.6            1.4
                                            ---------      ---------
Total current liabilities                    1,136.0        1,182.1

Long-term debt, less current maturities        944.3          944.5
Deferred income taxes                          405.8          396.2
Postretirement benefits                        172.8          169.2
Other noncurrent liabilities and deferred
 credits                                       181.7          175.2
                                            ---------      ---------
Total liabilities                            2,840.6        2,867.2
                                            ---------      ---------
Shareholders' equity:
  4 Percent cumulative preferred stock          11.0           11.0
  Common stock, par value $1, authorized
   300,000,000 shares; issued 87,124,773
   shares                                       87.1           87.1
  Capital in excess of par value               314.8          315.2
  Reinvested earnings                        1,105.3        1,039.7
  Accumulated other comprehensive expense      (63.3)         (72.6)
  Treasury stock, at cost                     (414.2)        (374.5)
                                            ---------      ---------
Total shareholders' equity                   1,040.7        1,005.9
                                            ---------      ---------  
Total liabilities and shareholders' equity  $3,881.3       $3,873.1
                                            =========      ========= 


(See Notes to Condensed Consolidated Financial Statements on pages 4  
 through 7.)

<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)


                                                Six Months Ended
                                                   December 31,
                                              ---------------------   
                                                1998         1997
                                              ---------   ---------
Cash Flows - Operating Activities
Net earnings (loss)                           $   89.4    $ (304.2)
Adjustments to reconcile net earnings
 (loss) to net cash provided (used)
  by operating activities:
   Depreciation                                   58.9        58.8
   Amortization                                   42.2        35.2
   Postretirement benefits                         3.6         6.1
   Gains on asset disposals                      (40.1)      (15.9)
   Deferred income taxes                          (3.1)      (25.8)
   Write-off of purchased research and
    development                                              308.3
   Sale of inventory stepped up to fair
    value at acquisition                                      75.4
   Write-off of pre-operating costs                           12.5
                                              ---------   ---------
                                                 150.9       150.4

   Changes in operating assets and
    liabilities:
     Trade receivables                            13.3        27.2
     Inventories                                 (49.3)      (25.8)
     Other current assets                          2.6        47.7
     Accounts payable, accrued liabilities
      and income taxes payable, net             (162.6)     (193.6)
     Other noncurrent liabilities and
      deferred credits                             4.5        23.0
     Other, net                                   (1.9)       (1.4)
                                              ---------   ---------
Net cash provided (used) by operating
 activities                                      (42.5)       27.5
                                              ---------   ---------

Cash Flows - Investing Activities
Capital expenditures                             (56.2)      (70.0)
Proceeds from asset disposals                     70.7        29.5
Acquisition spending                                      (1,786.4)
Other, net                                                     2.7
                                              ---------   ---------
Net cash provided (used) by investing
 activities                                       14.5    (1,824.2)
                                              ---------   ---------
Cash Flows - Financing Activities
Increase in short-term debt                      107.5     1,121.1
Payments on long-term debt                        (7.8)       (1.2)
Issuance of Mallinckrodt common stock               .6        13.1
Acquisition of treasury stock                    (46.8)       (9.7)
Dividends paid                                   (23.8)      (24.2)
                                              ---------   ---------
Net cash provided by financing activities         29.7     1,099.1
                                              ---------   --------- 
Increase (decrease) in cash and cash
 equivalents                                       1.7      (697.6)
Cash and cash equivalents at beginning
 of period                                        55.5       808.3
                                              ---------   ---------
Cash and cash equivalents at end of period    $   57.2    $  110.7
                                              =========   =========  


(See Notes to Condensed Consolidated Financial Statements on pages 4  
 through 7.)

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  On August 28, 1997, the Company acquired Nellcor Puritan Bennett  
    Incorporated (Nellcor) through an agreement to purchase for cash  
    all the outstanding shares of common stock of Nellcor.  The       
    aggregate purchase price of the Nellcor acquisition was           
    approximately $1.9 billion.  The acquisition was accounted for    
    under the purchase method of accounting and, accordingly, the     
    results of operations of Nellcor have been included in the        
    Company's consolidated financial statements since September 1,    
    1997.  The purchase price of the acquisition was allocated to the 
    assets acquired and liabilities assumed based upon generally      
    accepted accounting principles and estimated fair values at the   
    date of acquisition.

    In connection with the Company's filing of a shelf registration   
    for debt securities in December 1997, Mallinckrodt was engaged in 
    discussions with the staff of the Securities and Exchange         
    Commission (SEC) regarding the purchase price allocation related  
    to the acquisition of Nellcor.  On January 26, 1999, the Company  
    concluded these discussions with the SEC and, as a result, has    
    agreed to recalculate and restate the amount of purchase price    
    allocated to purchased research and development under a           
    methodology preferred by the SEC as articulated publicly in an    
    SEC letter to the American Institute of Certified Public          
    Accountants (AICPA) in September 1998.  The amount of             
    purchased research and development charged to operations in the   
    first quarter of 1998 of $398.3 million has been reduced by $90   
    million to $308.3 million.  Of this amount, $306.3 million        
    related to ongoing operations and $2.0 million related to         
    operations classified as discontinued operations.  This one-time  
    noncash acquisition-related cost had no tax benefit.  A           
    corresponding $90 million increase in goodwill is being amortized 
    on a straight-line basis over the previously established 30-year  
    amortization period beginning in September 1997.

    The sale of Nellcor inventories, which were stepped up to fair    
    value in connection with the allocation of purchase price,        
    resulted in charges of $56.6 million, $35.0 million net of taxes  
    and $75.4 million, $46.7 million net of taxes for the quarter and 
    six months ended December 31, 1997, respectively.  Of the pre-tax 
    amounts, $55.8 million and $74.4 million related to ongoing       
    operations for the quarter and six months ended December 31,      
    1997, respectively, and the remainder related to operations       
    classified as discontinued operations.  In addition, results for  
    the quarter ended December 31, 1997 included Nellcor integration  
    charges of $6.7 million, $4.3 million net of taxes.

    During 1998, in connection with management's plan to integrate    
    Mallinckrodt and Nellcor into one company, the Company recorded   
    additional purchase liabilities of $50.1 million, $30.8 million   
    net of related tax benefit, which were included in the            
    acquisition cost allocation and related goodwill.  The principal  
    actions of the plan included Nellcor employee severance of $37.2  
    million, Nellcor employee relocation costs of $3.8 million and    
    the elimination of contractual obligations of Nellcor, which had  
    no future economic benefit, of $9.1 million.  Approximately $34.9 
    million of cash expenditures have been incurred through
    December 31, 1998 and liabilities of $15.2 million related to the 
    Nellcor integration plan remained in accrued liabilities at       
    December 31, 1998.  The majority of the remaining cash            
    expenditures will occur in 1999 and, although none are expected,  
    reductions in the estimated liability for these integration       
    activities will be offset against the related goodwill.
 
    During 1998, the Company recorded a pretax charge of $19.1        
    million associated with exiting certain activities related to     
    Mallinckrodt operations that were identified in the Nellcor       
    integration plan.  The charge included $17.1 million related to   
    Mallinckrodt employee severance costs and facility exit costs of  
    $2.0 million.  Approximately $6.9 million of cash expenditures    
    have been incurred through December 31, 1998.  The majority of    
    the remaining cash expenditures will occur in 1999 and no         
    material adjustments to the original reserve are anticipated.

2.  The Company sold certain chemical additive product lines in the   
    second quarter of 1998.  In the fourth quarter of 1998, the       
    Company sold its catalyst business and Aero Systems division.  In 
    June 1998, the Company committed to the sale of the remaining     
    chemical additives business of the catalysts and chemical         
    additives division, and closing of the sale occurred on July 31,  
    1998.  The transaction resulted in a $37.0 million gain on sale,  
    $22.6 million net of taxes, which was included in discontinued    
    operations for the six months ended December 31, 1998.  Earnings  
    from operations were zero for the one month of operations.        
    Included in prior year discontinued operations are the earnings   
    from operations of the catalysts and chemical additives and Aero  
    Systems divisions, which included $6.9 million of after-tax       
    earnings from operations, $2.6 million of after-tax acquisition   
    accounting charges, and a gain of $10.2 million after taxes       
    resulting from the sale of chemical additive product lines.

3.  The Company elected to early adopt the provisions of the American 
    Institute of Certified Public Accountants SOP 98-5, "Reporting on 
    the Costs of Start-Up Activities" (SOP 98-5), in its financial    
    statements for the year ended June 30, 1998.  The effect of       
    adoption of SOP 98-5 was to record a charge of $8.4 million, net  
    of taxes, for the cumulative effect of an accounting change to    
    expense costs that had previously been capitalized prior to
    July 1, 1997.

4.  On October 6, 1994, Augustine Medical, Inc. (Augustine) commenced 
    a patent infringement litigation against Mallinckrodt Inc. and    
    its wholly owned subsidiary, Mallinckrodt Medical, Inc.           
    (collectively, the Company) in the U.S. District Court for the    
    District of Minnesota.  Specifically, Augustine alleged that the  
    Company's sale of all five models of its convective warming       
    blankets infringes certain claims of one or more of Augustine's   
    patents.  The Company filed counterclaims against Augustine in    
    connection with the above actions alleging unfair competition,    
    antitrust violations, and invalidity of the asserted patents,     
    among other things.

    The liability phase of the case was tried to a jury in August     
    1997 and the verdict was that the Company's blankets infringe     
    certain Augustine patents under the doctrine of equivalents, but  
    do not literally infringe the patents.  There was also a finding  
    of no willful infringement.  On September 22, 1997, the jury      
    awarded damages in the amount of $16.8 million for the period     
    ended September 30, 1997 and the judge put in place an injunction 
    which stopped the Company from manufacturing and selling blankets 
    in the United States.  The Company appealed the jury verdicts of  
    liability and damages to the Court of Appeals for the Federal     
    Circuit (a special court for patent appeals that does not involve 
    a jury).  The Court of Appeals has stayed the injunction pending  
    the outcome of the Company's appeal, and the Company continues to 
    sell and manufacture blankets in the United States.  With the     
    advice of outside counsel, the Company believes there was         
    insufficient evidence of equivalents presented and, consequently, 
    for this and other reasons the verdicts were in error.  The       
    Company is working vigorously in the Appeals Court to overturn    
    the verdicts and believes that it has strong arguments that its   
    blankets do not infringe Augustine's patents.  Based on all the   
    facts available to management, the Company believes that it is    
    reasonably possible but not probable that the jury verdict and    
    the trial court injunction will be upheld on appeal.  If damages  
    were assessed in the same manner as determined by the jury for    
    sales subsequent to September 30, 1997 plus interest on the       
    estimated total, the total liability would approximate $27.5      
    million at December 31, 1998.  The Company has not recorded an    
    accrual for payment of the damages, because an unfavorable        
    outcome in this litigation is, in management's opinion,           
    reasonably possible but not probable.  See Part II, Item 1 "Legal 
    Proceedings" for additional information about this and related    
    claims by Augustine against the Company. 

5.  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, the 
    Company is in varying stages of active investigation or           
    remediation of alleged or acknowledged contamination at 23        
    currently or previously owned or operated sites and at 15 off-    
    site locations where its waste was taken for treatment or         
    disposal.  See Part II, Item 1 "Legal Proceedings" for additional 
    information about legal proceedings involving the Company.

    Once the Company becomes aware of its potential environmental     
    liability at a particular site, the measurement of the related    
    environmental liabilities to be recorded is based on an           
    evaluation of currently available facts such as the extent and    
    types of hazardous substances at a site, the range of             
    technologies that can be used for remediation, evolving standards 
    of what constitutes acceptable remediation, presently enacted     
    laws and regulations, engineers and environmental specialists'    
    estimates of the range of expected clean-up costs that may be     
    incurred, prior experience in remediation of contaminated sites,  
    and the progress to date on remediation in process.  While the    
    current law potentially imposes joint and several liability upon  
    each party at a Superfund site, the Company's contribution to     
    clean up these sites is expected to be limited, given the number  
    of other companies which have also been named as potentially      
    responsible parties and the volumes of waste involved.  A         
    reasonable basis for apportionment of costs among responsible     
    parties is determined and the likelihood of contribution by other 
    parties is established.  If it is considered probable that the    
    Company will only have to pay its expected share of the total     
    clean-up, the recorded liability reflects the Company's expected  
    share.  In determining the probability of contribution, the       
    Company considers the solvency of the parties, whether            
    responsibility is disputed, existence of an allocation agreement, 
    status of current action, and experience to date regarding        
    similar matters.  Current information and developments are        
    regularly assessed by the Company, and accruals are adjusted on a 
    quarterly basis, as required, to provide for the expected impact  
    of these environmental matters.

    The Company has established accruals only for those matters that  
    are in its view probable and estimable.  Based upon information   
    currently available, management believes that existing accruals   
    are sufficient to satisfy any known environmental liabilities,    
    and that it is not reasonably possible at this time that any      
    additional liabilities will result from the resolution of these   
    matters that would have a material adverse effect on the          
    Company's consolidated results of operations or financial         
    position.

6.  The following table sets forth the computation of basic and       
    diluted earnings (loss) from continuing operations per common     
    share (in millions, except shares and per share amounts).

<TABLE>
<CAPTION>
                                 Quarter Ended             Six Months Ended    
                                  December 31,               December 31,
                              ---------------------     ---------------------
                               1998         1997          1998        1997
                              --------     --------     --------     --------  
    <S>                       <C>          <C>          <C>          <C>
    Numerator:
     Earnings (loss) from
      continuing operations   $  35.1      $  (19.4)    $  66.8     $(310.3)
     Preferred stock
      dividends                   (.1)          (.1)        (.2)        (.2)
                              ---------    ---------    ---------   -------- 
     Numerator for basic
      and diluted earnings
      (loss) per share--
      income (loss)
      available to common
      shareholders            $  35.0      $  (19.5)    $  66.6     $(310.5)
                              =========    =========    =========   ========
     Denominator:
      Denominator for basic
       earnings (loss) per
       share--weighted-
       average shares       71,349,208   72,957,721   72,133,170   72,716,625
      Potential dilutive
       common shares--
       employee stock options  229,031                   157,899
                            ----------   ----------   ----------   ----------  
              
    Denominator for diluted
     earnings (loss) per
     share--adjusted
     weighted-average
     shares                 71,578,239   72,957,721   72,291,069   72,716,625
                            ==========   ==========   ==========   ==========

    Basic earnings (loss)
     from continuing
     operations per common
     share                    $    .49     $   (.27)    $    .93    $  (4.28)
                              ========     =========    ========    =========
    
    Diluted earnings (loss)
     from continuing
     operations per common
     share                    $    .49     $   (.27)    $    .92    $  (4.28)
                              ========     =========    ========    =========
</TABLE>
 
    The diluted share bases for the quarter and six months ended      
    December 31, 1997 excluded incremental shares related to employee 
    stock options of 777,875 and 734,493, respectively.  These shares 
    were excluded due to their antidilutive effect as a result of the 
    Company's loss from continuing operations during these periods.

7.  The components of inventory included the following as of
    December 31, 1998:
    (In millions)

    Raw materials and supplies                             $ 231.4
    Work in process                                           51.0
    Finished goods                                           239.2
                                                           -------- 
                                                           $ 521.6
                                                           ======== 

8.  The Company has authorized and issued 100,000 shares, 98,330      
    outstanding at December 31, 1998, of par value $100, 4 percent    
    cumulative preferred stock.  The Company has authorized           
    1,400,000 shares, par value $1, of series preferred stock, none   
    of which was outstanding during 1999 and 1998.  Shares included   
    in treasury stock were:

                                           December 31,    June 30,
                                              1998           1998
                                           ------------   ---------- 
    Common stock                           15,787,427     13,941,638
    4 Percent cumulative preferred stock        1,670          1,670

9.  Common shares reserved at December 31, 1998 consisted of the      
    following:

    Exercise of common stock purchase rights              82,090,855
    Exercise of stock options and granting
     of stock awards                                      10,753,509
                                                          ----------
                                                          92,844,364
                                                          ==========

10. Supplemental cash flow information for the six months ended       
    December 31 included:
    (In millions)

                                                     1998     1997
                                                    ------   ------  
    Interest paid                                   $ 42.8   $ 39.2
    Income taxes paid                                106.0     57.8 
    Noncash investing and financing activities:
     Assumption of liabilities related
      to an acquisition                                       458.1
     Issuance of stock for investment plan match       6.0      9.8
     Restricted stock and directors' plan awards        .1     10.1

11. Effective July 1, 1998, the Company adopted Financial Accounting  
    Standards Board Statement No. 130, "Reporting Comprehensive       
    Income" (SFAS 130).  SFAS 130 establishes new rules for the       
    reporting and display of comprehensive income and its components. 
    Comprehensive income includes net income and other comprehensive  
    income/(expense).  Other comprehensive income/(expense) includes  
    foreign currency translation adjustments and unrealized gains and 
    losses on investments which prior to adoption were reported       
    separately in shareholders' equity.  A comparison of              
    comprehensive income and its components follows:
    (In millions)

<TABLE>
<CAPTION>

                                  Quarter Ended            Six Months Ended    
                                   December 31,              December 31,
                               ---------------------    ---------------------
                                 1998        1997         1998         1997
                               --------    --------     --------     --------  
    <S>                        <C>         <C>          <C>          <C>
    Net earnings (loss)        $  35.1     $  (4.9)     $  89.4      $(304.2)
    Other comprehensive
     income/(expense):
      Currency translation
       adjustment                 (8.5)       (8.8)        12.7        (15.8)
      Net unrealized loss on
       investment securities      (1.7)       (4.8)        (5.4)        (1.4)
      Tax benefit related to
       items of other
       comprehensive income         .6                      2.0
                               --------    --------     --------     --------  
    Other comprehensive income
    (expense), net of tax         (9.6)      (13.6)         9.3        (17.2)
                               --------    --------     --------     --------
    Total comprehensive income
     (loss)                    $  25.5     $ (18.5)     $  98.7      $(321.4)
                               ========    ========     ========     ========

</TABLE>


    As of December 31, 1998, the cumulative balances for currency     
    translation adjustment loss and the unrealized loss on investment 
    securities were $58.4 million and $4.9 million, respectively.

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

All references to years are to fiscal years ended June 30 unless
otherwise stated.  Certain amounts in the prior year have been
reclassified to conform to the current year presentation.  All
earnings per share amounts are calculated on a diluted basis unless
otherwise stated.

Results of Operations

Overview
--------
As disclosed in previous filings, in connection with the Company's
filing of a shelf registration for debt securities, Mallinckrodt was
engaged in discussions with the staff of the SEC regarding the
purchase price allocation related to the acquisition of Nellcor.  The
Company has concluded these discussions with the SEC and, as a
result, has agreed to recalculate and restate the amount of purchase
price allocated to purchased research and development under a
methodology preferred by the SEC as articulated publicly in an SEC
letter to the AICPA in September 1998.  The amount of purchased
research and development charged to operations in the first quarter
of 1998 of $398.3 million has been reduced by $90 million to $308.3
million.  A corresponding $90 million increase in goodwill is being
amortized on a straight-line basis over the previously established
30-year amortization period beginning in September 1997.  The effects
of this change on previously reported consolidated financial
statements are shown in the Company's Annual Report on Form 10-K/A
No. 1 for the year ended June 30, 1998, and the effects of this
change on previously reported condensed consolidated financial
statements are shown in the Company's Quarterly Report on Form 10-Q/A
No. 1 for the three months ended September 30, 1998.  Management's
Discussion and Analysis of Financial Condition and Results of
Operations reflects these adjustments in all the periods of 1999 and
1998 presented and discussed below.

                 
-----------------------------------
(1)  CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995:  Our discussion and analysis in this quarterly
report contain some forward-looking statements.  Forward-looking
statements do not relate strictly to historical or current facts, but
rather give our current expectations or forecasts of future events. 
Forward-looking statements may be identified by their use of words
such as "plans," "expects," "will," "anticipates," "believes," and
other words of similar meaning.  Such statements may address, among
other things, the Company's strategy for growth, product development,
regulatory approvals, the outcome of contingencies such as legal
proceedings, market position, expenditures, and financial results.   

Forward-looking statements are based on current expectations of
future events.  Such statements involve risks and uncertainties and
actual results could differ materially from those discussed.  Among
the factors that could cause actual results to differ materially from
those projected in any such forward-looking statements are as
follows:  the effect of business and economic conditions; the impact
of competitive products and continued pressure on prices realized by
the Company for its products; constraints on supplies of raw
materials used in manufacturing certain of the Company's products;
capacity constraints 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; difficulties in rationalizing acquired businesses and in
realizing related cost savings and other benefits; the effects of and
changes in trade, monetary, and fiscal policies, laws, and
regulations; foreign exchange rates and fluctuations in those rates;
the costs and effects of legal and administrative proceedings,
including environmental proceedings and patent disputes involving the
Company; difficulties or delays in addressing "Year 2000" problems in
the Company's operations, or the inability of a major supplier or
customer to continue operations due to such problems (as discussed in
Item 2, Management's Discussion and Analysis of Financial Condition
and Results of Operations); and the risk factors reported from time
to time in the Company's SEC reports.  The Company undertakes no
obligation to update any forward-looking statements as a result of
future events or developments.

<PAGE>

General
-------
The Company recorded earnings from continuing operations of $35.1
million, or 49 cents per share for the quarter ended December 31,
1998.  Earnings from continuing operations for the same quarter last
year were $19.5 million, or 26 cents per share, before charges
related to the acquisition and integration of Nellcor.  With these
charges, the Company recorded a loss from continuing operations in
the second quarter of 1998 of $19.4 million, or 27 cents per share. 
Acquisition and integration charges for the quarter ended December
31, 1997 were composed of a cost of goods sold charge of $55.8
million, $34.6 million net of taxes, related to the sale of
inventories stepped up to fair value, and a charge for integration
activities of $6.7 million, $4.3 million net of taxes.

The acquisition of Nellcor was accounted for under the purchase
method of accounting and, accordingly, the results of operations of
Nellcor have been included in the Company's consolidated financial
statements since September 1, 1997.  The purchase price of the
acquisition was allocated to the assets acquired and liabilities
assumed based upon generally accepted accounting principles and
estimated fair values at the date of acquisition.

Actual revenues of some significant acquired in-process projects have
experienced shortfalls when compared to revenue estimates developed
as of the acquisition date.  These shortfalls are primarily
attributable to delays in receiving regulatory clearance to market
and/or problems with production ramp up activities which often occur
at the early stages of manufacturing a new product.  Such revenue
shortfalls experienced to date are not indicative of any expected
inability of these products to meet customer needs or their long-term
revenue expectations.  These delays/problems can have an impact on
sales for the first several quarters versus the plan established at
the date of acquisition because of the typically steep increase in
sales which occurs with the introduction of a new product; however,
such delays are usually inconsequential over the life of the product. 
Thus, management believes the delays/problems experienced to date of
some significant products will not reduce the expected long-term
revenues of these products, but only the timing of the receipt of
these revenues.

Net earnings for the second quarter of 1999 were $35.1 million, or 49
cents per share as compared to a net loss of $4.9 million, or 7 cents
per share for the same period of 1998.  The net loss for the second
quarter in 1998 included earnings from discontinued operations of
$14.5 million, or 20 cents per share representing a gain on the sale
of a chemical additives business and after-tax earnings from
operations for the period associated with the catalysts and chemical
additives and Aero Systems divisions which were reclassified to
discontinued operations in 1998.  Net sales for the quarter ended
December 31, 1998 were $636.7 million or 5 percent greater as
compared to $607.3 million for the same period a year earlier.  

For the six months ended December 31, 1998, the Company recorded
earnings from continuing operations of $66.8 million, or 92 cents per
share.  For the same period of 1998, the Company recorded a loss from
continuing operations of $310.3 million, or a loss of $4.28 per
share.  The loss included pretax acquisition and integration charges
of $387.4 million associated with the Nellcor acquisition.  These
charges included a one-time charge of $306.3 million for the write-
off of purchased research and development at the date of acquisition,
which had no offsetting tax benefit, a cost of goods sold charge of
$74.4 million, $46.1 million net of taxes recognized during the first
and second quarters related to the sale of inventories stepped up to
fair value, and a charge related to integration activities of $6.7
million, $4.3 million net of taxes recorded in the second quarter. 
Excluding the acquisition and integration charges, earnings from
continuing operations for the first half of 1998 were $46.4 million,
or 63 cents per share.

Net earnings for the first six months of 1999 were $89.4 million, or
$1.23 per share.  This result included a gain of $22.6 million, or 31
cents per share, on the sale of the remaining chemical additives
business of the catalysts and chemical additives division which was
reclassified to discontinued operations in 1998.  For the first half
of 1998, the Company recorded a net loss of $304.2 million, or $4.19
per share.  In addition to the loss from continuing operations in
1998 discussed above, the Company recorded earnings from discontinued
operations of $14.5 million, or 20 cents per share, representing a
gain on the sale of a chemical additives business and after-tax
earnings from operations associated with the catalysts and chemical
additives and Aero Systems divisions which were reclassified to
discontinued operations.  In addition, the net loss for the period
ended December 31, 1997 included an after-tax charge of $8.4 million,
or 11 cents per share related to the cumulative effect of an
accounting change discussed in Note 3 of the Notes to Condensed
Consolidated Financial Statements.

Net sales for the first half of 1999 were $1.23 billion, up 16
percent from the $1.06 billion in the same period last year, which
included only four months of operations of Nellcor.  Sales to
customers outside the United States during the six months ended
December 31, 1998 were $395 million, or 32 percent of total sales.

A comparison of sales and operating earnings follows:
(In millions)

<TABLE>
<CAPTION>

                                 Quarter Ended             Six Months Ended    
                                  December 31,               December 31,
                              ---------------------     ---------------------
                               1998         1997          1998       1997
                              ---------    ---------    ---------   ---------  
<S>                          <C>          <C>          <C>          <C>
Net sales
  Respiratory                 $  290.3     $  275.7     $ 546.5     $  417.6
  Imaging                        195.2        189.1       378.1        366.4
  Pharmaceuticals                151.2        142.5       303.3        277.9
                              ---------    ---------    ---------   ---------
                              $  636.7     $  607.3     $1,227.9    $1,061.9
                              =========    =========    =========   =========

Operating earnings (loss)
  Respiratory                 $   34.3     $   29.0     $   56.7    $   51.2
  Imaging                         28.8         26.0         59.5        49.1
  Pharmaceuticals                 17.1         13.1         37.6        25.5
                              ---------    ---------    ---------   ---------
                                  80.2         68.1        153.8       125.8
  Corporate expense               (5.5)        (7.1)       (12.5)      (12.6)
                              ---------    ---------    ---------   ---------
                                  74.7         61.0        141.3       113.2
  Acquisition and integration
   charges                                    (62.5)                  (387.4)
                              ---------    ---------    ---------   ---------
                              $   74.7     $   (1.5)    $   141.3   $ (274.2)
                              =========    =========    =========   =========

</TABLE>

Operating earnings for the quarter ended December 31, 1998 were $74.7
million, which is a 22 percent improvement over the $61.0 million
recorded in the same period of last year before the inclusion of
acquisition and integration charges associated with the acquisition
of Nellcor which were discussed previously.  Operating earnings for
the first half of 1999 were $141.3 million, or 25 percent greater
than those reported for the first half of 1998 before acquisition and
integration charges.

The Respiratory Group, of which Nellcor is now a part, had sales for
the quarter ended December 31, 1998 of $290.3 million, or 5 percent
greater than the sales recorded for the same period last year.  The
year-to-year sales improvement was attributable to volume growth of 6
percent or $18 million offset by price erosion of one percent.  The
volume growth of pulse oximetry, ventilation, service, blood
analysis, and anesthesiology and respiratory disposables as a group
exceeded 12 percent.  Oxygen therapy, sleep, portable ventilation and
other product lines had a volume decline primarily due to delayed
product introductions and competitive pressures associated with cost
reimbursement on existing products in these businesses.  These
pressures will continue until the new products are introduced over
the next several quarters.  Operating earnings of this Group for the
second quarter were $34.3 million, or 18 percent greater than the
$29.0 million reported in the comparable period of 1998.  The year-
to-year improvement is primarily attributable to the higher sales
volumes which occurred in those product lines generating the highest
margins.

For the first six months of 1999, Respiratory Group sales increased
31 percent over the same period of last year.  The prior year
included only four months of Nellcor sales and operating results. 
The Group's sales increase of $128.9 million was attributable to
volume growth of 33 percent, of which 24 percent was due to the
inclusion of only four months of Nellcor revenue in 1998 and 14
percent was due to volume growth for pulse oximetry, ventilation,
service, blood analysis, and anesthesiology and respiratory
disposables as group, partially offset by price declines and lower
volumes in sleep, portable ventilation and other product lines for
the reasons discussed above.  Operating earnings for the Respiratory
Group for the first half of 1999 were $56.7 million, or 11 percent
above the comparable prior year period.  In spite of the benefits of
increased sales, the earnings comparison with prior year was
negatively impacted by two months of additional expenses, including
additional amortization of intangibles and goodwill of $8.4 million.

The Imaging Group had sales for the second quarter of $195.2 million,
3 percent or $6.1 million above the comparable prior year results. 
The sales improvement was primarily attributable to a $9.3 million
increase in sales of nuclear medicine products, which more than
offset the decline in x-ray contrast media revenues.  Operating
earnings for the three-month period ended December 31, 1998 were
$28.8 million, or 11 percent above the comparable prior year period
which is primarily attributable to volume growth and increased
manufacturing efficiencies, partially offset by higher rebates.

The Imaging Group's year-to-date sales were $378.1 million, or 3
percent above the sales for the same six-month period last year.  The
growth is primarily attributable to increased sales of nuclear
medicine products ($16 million).  Operating earnings for the same
period were $59.5 million, which is a 21 percent improvement as
compared to the prior year.  The operating earnings improvement over
prior year is driven by the same factors noted for the second
quarter.  Although price declines in the x-ray contrast media portion
of the business were a less significant factor in the Group's results
for the first half as compared to price declines experienced in 1998
and 1997, it is probable that this will be a factor having a greater
impact on results in the third and fourth quarters of 1999.  The
demand for price discounts is expected to increase and reduce
profitability in 1999, but at a lower rate than was experienced in
1998 and 1997.

The Pharmaceuticals Group's sales for the quarter ended December 31,
1998 were $151.2 million, or 6 percent above sales in the comparable
prior year period of $142.5 million.  The sales increase of $8.7
million was primarily attributable to volume increases in narcotics
and drug chemicals of $7.3 million and $2.1 million, respectively,
offset by volume declines in acetaminophen.  Price increases
generated 3 percent, or one half of the sales growth.  Operating
earnings for this Group were $17.1 million, or 31 percent greater
than those recorded in the comparable period last year.  The
operating earnings improvement was primarily attributable to
increased sales volumes of higher margin narcotic products and price
increases.

The Pharmaceuticals Group's sales for the six-month period ended
December 31, 1998 were $303.3 million, or 9 percent above the
revenues generated during the comparable period last year.  The sales
increase of $25.4 million was primarily attributable to volume
increases in narcotics and drug chemicals of $28.5 million, which is
an increase of 23 percent.  Sales volumes of acetaminophen and
laboratory and microelectronic chemicals declined 10 percent and 4
percent, respectively.  The decline in acetaminophen sales is due to
a late flu season in the U.S.  Price increases generated a 3 percent
increase in sales for the Group when compared with the first half of
last year.

Corporate Matters

Corporate expense is down 23 percent and 1 percent for the second
quarter and first half of the year compared to the respective prior
year periods.

Interest and other nonoperating income, net was $.7 million for the
first six months of 1999, and $11.5 million for the same period last
year.  In the prior year, the Company generated interest income on
cash proceeds from 1997 divestitures invested in interest bearing
securities.  These cash equivalents were utilized to acquire Nellcor
at the end of August 1997.

The Company's effective tax rates were 32.5 percent and 31.2 percent
for the three-month periods ended December 31, 1998 and 1997,
respectively.  The Company's effective tax rate for the first half of
1999 was 32.5 percent.  For the first six months of the prior year,
the Company had a loss from continuing operations of $310.3 million
including the one-time noncash write-off of purchased research and
development of $306.3 million, which had no tax benefit. 

Financial  Condition

The Company's financial resources are expected to continue to be
adequate to support existing businesses.  Since June 30, 1998, cash
and cash equivalents increased $1.7 million.  Operations utilized
$42.5 million of cash, while capital spending totaled $56.2 million. 
The Company received $70.7 million in proceeds from asset disposals. 
The Company's current ratio at December 31, 1998 was 1.1:1.  Debt as
a percentage of invested capital was 56.7 percent.

In December 1997, the Company filed a $500 million shelf debt
registration statement which has not, as yet, been declared
effective. 

At December 31, 1998, the Company has a $1.0 billion private
placement commercial paper program.  The program is backed by a $1.0
billion revolving credit facility expiring September 12, 2002.  The
revolving credit facility was reduced from $1.6 billion to $1.0
billion in September 1998.  There was no borrowing outstanding under
the revolving credit facility at December 31, 1998.  Commercial paper
borrowings under this program were $390.5 million as of December 31,
1998.  Non-U.S. lines of credit totaling $154.1 million were also
available, and borrowings under these lines amounted to $20.4 million
at December 31, 1998.  The non-U.S. lines are cancelable at any time.

The Company's Board of Directors previously authorized repurchase of
47 million shares of common stock and additional repurchases not to
exceed cash outlays of $250 million.  Share repurchases under these
authorizations have totaled 38.9 million shares, including 2.1
million shares during the six months ended December 31, 1998.

Estimated capital spending for the year ending June 30, 1999 is
approximately $140 million.

Year 2000 Update
----------------
The Year 2000 issue is the result of date-sensitive devices, systems
and computer programs that were deployed using two digits rather than
four to define the applicable year.  Any such technologies may
recognize a year containing "00" as the year 1900 rather than the
year 2000.  If left unaddressed, this could result in a system
failure or miscalculations causing disruptions of operations
including, among other things, a temporary inability to process
transactions or engage in similar normal business activities.

The Company has completed its assessment of its information systems
which support business applications and is in the final stages of
modifying or replacing and testing those portions of the software
that are required.  The assessment of products sold to customers has
also been completed.  Compliance status and applicable remediation
steps for known currently and previously marketed products have been
communicated via the Internet using a dedicated web page. 
Development and testing of modifications necessary to achieve
remediation for such products are substantially complete, and such
modifications are available to customers in accordance with the above
communicated remediation steps.  Assessment and remediation of
research and development, manufacturing process and facility
management systems are well underway.  All of these modification,
replacement or conversion efforts should be substantially complete
during the first quarter of calendar 1999, which is prior to any
anticipated significant impact on Mallinckrodt's operations.

The Company is also assessing the readiness of its key suppliers and
business partners to be Year 2000 compliant.  Information requests
have been distributed and replies are being evaluated.  To supplement
these evaluations, the Company plans to perform more detailed reviews
of certain of its key suppliers and business partners.  To date, no
matters have been identified from the replies received that would
appear to materially affect the operations of the Company's
businesses.

To further recognize potential adverse impact, the Company is
developing operating contingency plans to address unanticipated
interruptions that could occur in processes, systems and devices that
have been assessed, remediated and considered Year 2000 ready by
Mallinckrodt and its key suppliers and business partners.  Such
operating contingency plans are expected to be substantially complete
before June 30, 1999.

Both internal and external resources are being used to reprogram or
replace non-compliant technologies, and to appropriately test Year
2000 modifications.  Such modifications are being funded through
operating cash flows.  The project to address Year 2000 has been
underway since February 1997.  The pretax costs incurred for this
effort were approximately $7 million and $1 million in 1998 and 1997,
respectively.  The Company anticipates expenses of approximately $13
million will be incurred in 1999 to substantially complete the
effort.   

The cost of the project and the date on which the Company believes it
will substantially complete Year 2000 modifications are based on
management's best estimates.  Such estimates were derived using
software surveys and programs to evaluate calendar date exposures and
numerous assumptions of future events, including the continued
availability of certain resources and other factors.  Because none of
these estimates can be guaranteed, actual results could differ
materially from those anticipated.  Specific factors that might cause
such differences include, but are not limited to, the availability
and cost of personnel trained in this area, the ability to locate and
correct all relevant computer codes, and similar uncertainties.

If the modifications and conversions are not made or are not
completed timely and operating contingency plans developed do not
work as anticipated, the result could be an interruption, or a
failure, of certain normal business activities or operations.  Such
failures could materially impact and adversely affect the Company's
results of operations, liquidity and financial condition.

Readers are cautioned that forward looking statements contained in
this Year 2000 Update should be read in conjunction with the
Company's disclosures under the heading "CAUTIONARY STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995" on page 7.   

European Monetary Union (EMU)
-----------------------------
The euro was introduced on January 1, 1999, at which time the eleven
participating EMU member countries established fixed conversion rates
between their existing currencies (legacy currencies) and the euro. 
The legacy currencies will continue to be valid as legal tender
through June 30, 2002; thereafter, the legacy currencies will be
canceled and euro bills and coins will be used for cash transactions
in the participating countries.

The Company's European sales offices and various manufacturing and
distribution facilities affected by the euro conversion have
established plans to address the systems issues raised by the euro
currency conversion.  The Company is cognizant of the potential
business implications of converting to a common currency; however, it
is unable to determine, at this time, the ultimate financial impact
of the conversion on its operations, if any, given that the impact
will be dependent upon the competitive situations which exist in the
various regional markets in which the Company participates and the
potential actions which may or may not be taken by the Company's
competitors and suppliers.

Item  3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company has determined that its market risk exposures, which
arise primarily from exposures to fluctuations in interest rates and
foreign currency rates, are not material to its future earnings, fair
value and cash flows.

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 actively involved in the
investigation or remediation of alleged or acknowledged contamination
at 23 currently or previously owned or operated sites and at 15 off-
site locations where its waste was taken for treatment or disposal. 
These actions are in various stages of development and generally
include demands for reimbursement of previously incurred costs, or
costs for future investigation and/or for remedial actions.  In many
instances, the dollar amount of the claim is not specified.  For some
sites, other potentially responsible parties may be jointly and
severally responsible, along with the Company, to pay for any past
remediation and other related expenses.  For other sites, the Company
may be solely responsible for remediation and related costs.  The
Company anticipates that a portion of these costs will be covered by
insurance or third party indemnities.  A number of the currently
pending matters relate to historic and formerly owned operations of
the Company.   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.

Previously Reported Matters
---------------------------
The following is a brief discussion of material developments in
proceedings previously reported in the Company's Annual Report on
Form 10-K for the year ended June 30, 1998, as amended by the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.

Environmental Matters
---------------------
Animal Health Business Properties - Schering-Plough Corporation has
notified the Company that it intends to pursue investigations at the
South American facilities that were transferred as part of the sale
of the Company's animal health business.  The Company is currently
evaluating whether any investigations are necessary. 

Orrington, ME  -  The Company has completed additional supplemental
work which was required before submitting the final Site
Investigation Plan to the EPA and the State of Maine.  The Company
submitted the supplemental Site Investigation Plan on December 29,
1998 to the EPA and the State of Maine.

St. Louis, MO/CT Decommissioning  -  The Company met with the Nuclear
Regulatory Commission (NRC) in December 1998 to discuss the Phase I
Decommissioning and Decontamination Plan (Phase I Plan).  The NRC
published notice in the Federal Register regarding the Company's
submission of the Phase I Plan.  The Company expects any comments on
the Phase I Plan in February.  The Company requested an extension of
time to submit the Phase II Decommissioning and Decontamination Plan
(Phase II Plan) to the NRC.  This Phase II Plan is now due in June
2000.  The NRC asked the Company to submit a financial assurance plan
for the Phase I Plan and the Phase II Plan.  The financial assurance
plan is due April 1999.

Raleigh, NC  -  The Company has worked with federal and state
agencies to complete the Resource Conservation Recovery Act Facility
Investigation (RFI) and identified certain Solid Waste Management
Units (SWMUs).  Final approval of the RFI was granted and field work
has been completed.  The Company's Phase I RFI report will be
submitted to the North Carolina Department of Environment, Health and
Natural Resources in mid-February 1999.

Springville, UT  -  The parties met with the Utah Department of
Environmental Quality (DEQ) in January 1998 to update DEQ on the
progress of the off-site remedial activities and the progress of RCRA
Corrective Action activities at the site.  The Ensign-Bickford
Company submitted the Revised RFI Work Plan (Plan) to the DEQ in
December 1998.  This Plan is undergoing review by the DEQ.  Approval
is anticipated in late February 1999.

The allocation consultant hired by the parties has been reviewing
documents in connection with historic practices at the site in order
to assist the parties in developing a final allocation.  The
allocation consultant is going to prepare company profiles for all
parties at the site.  These profiles will be used by the parties to
negotiate a final allocation.

In October 1996, a resident with property bordering the Springville
site filed suit against Ensign Bickford Industries (EBI) in the U.S.
District Court for the District of Utah (Don Henrichsen, et al v. The
                                         ----------------------------
Ensign-Bickford Company, et al) alleging nuisance and trespass for 
------------------------------
contamination that allegedly migrated onto the resident's property. 
On January 31, 1997, the Company was added as a defendant. 
Depositions are being completed and expert reports have been
generated.  Plaintiffs have made settlement overtures, but the
Company has rejected such proposals.  A trial date has been set for
this matter in August 1999.

The Ensign-Bickford Company (EBCo) and the Company received notice of
a threatened lawsuit in this matter by Howard and Kay Ruff.  EBCo and
the Company received a draft complaint which alleged property damage
and personal injury from using allegedly contaminated water for
irrigation purposes.  EBCo, the Company and the plaintiffs have
entered into a tolling agreement and are discussing these potential
claims.  The lawsuit has not been filed to date.

The Company has also received another letter in connection with this
matter from the children of David Nemelka and Kent Stephens who had
previously settled a lawsuit with the Company and EBCo.  In this
letter, counsel for the children of these individuals has made a
demand for payment to address various illnesses alleged to have been
caused by contaminants originating at the Springville, Utah plant
site.  The Company and EBCo are currently evaluating these claims.

Other Litigation
----------------
OPTISON(*) Patent Litigation - 

    Sonus Litigation - The Company anticipates that reexamination     
    proceedings in the United States Patent Office will conclude      
    shortly with the confirmation of patentability of some of the     
    claims in the two Sonus Pharmaceuticals, Inc. patents under       
    reexamination.  Thus, the District Court has been asked to lift   
    the previously granted stay so that pretrial discovery can        
    resume.  The Company will continue to challenge the validity of   
    the Sonus patents in this litigation.

    Nycomed Litigation - On October 13, 1998, Mallinckrodt Medical    
    B.V., through counsel, appeared in court in response to the legal 
    action filed by Nycomed Imaging AS in the District Court of The   
    Hague, the Netherlands.  The other named defendants, Mallinckrodt 
    Medical GmbH, Mallinckrodt Medizintechnik GmbH, Mallinckrodt      
    Chemical GmbH, Mallinckrodt Medical Holdings GmbH, Mallinckrodt   
    Chemical Holdings GmbH, and Molecular Biosystems Inc., were not   
    as yet served and did not appear.  For Nycomed to proceed with    
    the action, it must formally serve the six unserved defendants    
    outside the Netherlands under The Hague Convention.

Augustine Medical, Inc. - 

    United States - A hearing before the Court of Appeals for the     
    Federal Circuit was held on December 9, 1998.  A decision by the  
    Court of Appeals is expected in the second quarter of calendar    
    year 1999.

    Europe - Trial of this action before the District Court of The    
    Hague occurred on December 4, 1998.  A decision by the Court is   
    expected in February 1999.

Item  2.  Changes in Securities and Use of Proceeds.

Not applicable.

Item  3.  Defaults Upon Senior Securities.

Not applicable.

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

The following matters were voted upon at the Annual Meeting of
Shareholders held on October 21, 1998, and received the votes set
forth below:

1.  All of the following persons nominated were elected to serve as   
    directors and received the number of votes set opposite  their    
    names:

    For 3-year Terms         Votes For      Votes Withheld
    ----------------         ----------     -------------- 
    Roberta S. Karmel        58,948,380         82,693
    William L. Davis         58,951,954         79,119
    Brian M. Rushton         58,947,638         83,435

    For a 1-year Term
    -----------------
    Daniel R. Toll           58,945,767         85,306

    In addition, the holders of 869,149 shares withheld authority to  
    vote for all of the above-named nominees.

2.  A proposal to ratify the appointment of independent public        
    accountants received 59,640,182 votes FOR and 162,938 votes       
    AGAINST, with 97,102 abstentions.

3.  A proposal to amend the Restated Certificate of Incorporation and 
    By-Laws of the Company to reduce the minimum required number of   
    directors from 10 to 8 received 55,529,023 votes FOR and          
    4,220,526 AGAINST, with 150,673 abstentions.

Item  5.  Other Information.

Not applicable.

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

(a)  Exhibits

Exhibit
Number                           Description
-------   ----------------------------------------------------------  
3.1 (a)   Restated Certificate of Incorporation of Mallinckrodt,      
          dated June 22, 1994 (filed with this electronic submission)

3.1 (b)   Certificate of Amendment of the Certificate of              
          Incorporation of Mallinckrodt, dated October 16, 1996       
          (filed with this electronic submission)

3.1 (c)   Certificate of Amendment of the Certificate of              
          Incorporation of Mallinckrodt, dated October 30, 1998       
          (filed with this electronic submission)

3.2       By-Laws of Mallinckrodt as amended through October 21, 1998 
          (filed with this electronic submission)

10.30     Agreement, dated November 9, 1998, between Mallinckrodt and 
          Mack G. Nichols (filed with this electronic submission) (1)

27        Financial data schedule for the quarter ended December 31,  
          1998 (filed with this electronic submission)

----------------------
(1)  Management contract or compensatory plan required to be filed    
     pursuant to Item 601 of Regulation S-K.

(b)  Reports on Form 8-K.

Not applicable.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


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




By: s/s MICHAEL A. ROCCA           By:  /s/ DOUGLAS A. MCKINNEY
    -------------------------           --------------------------    
        Michael A. Rocca                    Douglas A. McKinney
    Senior Vice President and         Vice President and Controller
     Chief Financial Officer

Date:  February 15, 1999