UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                        ______________________________

                                FORM 10-Q/A  No. 1

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

                For the quarterly period ended September 30, 1997

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

                         Commission file number 1-483
                        ______________________________

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

                                                                      
            New York                                 36-1263901       
(State or other jurisdiction of                  (I.R.S. Employer     
 incorporation or organization)                   Identification No.) 
       
                                                                      
          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. 
72,934,630 shares excluding 14,181,659 treasury shares as of October
31, 1997.
<PAGE>

Pursuant to Rule 12b-15 of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), this Form 10-Q/A No. 1 is hereby
filed with respect to that certain Quarterly Report on Form 10-Q for
the three months ended September 30, 1997 of Mallinckrodt Inc. filed
with the Securities and Exchange Commission on November 12, 1997 (the
"Form 10-Q").  In accordance therewith, Part I "Financial
Information" of the Form 10-Q is hereby restated in its entirety to
provide additional disclosure as follows.

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 1997
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, 2, 3 and 4 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) 
                                                                      
                                                                      
                                            Three Months Ended
                                               September 30,
                                            -------------------- 
                                              1997        1996
                                            --------    --------

Net sales                                   $ 498.1     $ 442.0

Operating costs and expenses:
  Cost of goods sold                          309.0       242.0
  Selling, administrative and
   general expenses                           125.3       105.8
  Purchased research and development          398.3
  Research and development expenses            29.5        28.8
  Other operating income, net                  (1.7)        (.9)
                                            --------    --------  
Total operating costs and expenses            860.4       375.7  
                                            --------    --------
Operating earnings (loss)                    (362.3)       66.3

Interest income and other
 nonoperating income, net                       9.2         4.5
Interest expense                              (18.4)      (12.7) 
                                            --------    --------
Earnings (loss) from continuing
 operations before income taxes              (371.5)       58.1
Income tax provision                            9.9        21.5
                                            --------    --------   
Earnings (loss) from continuing
 operations                                  (381.4)       36.6
Discontinued operations                                    (1.2)
                                            --------    --------
Net earnings (loss)                          (381.4)       35.4
Preferred stock dividends                       (.1)        (.1) 
                                            --------    --------      
Available for common shareholders           $(381.5)    $  35.3
                                            ========    ======== 


Earnings (loss) per common share:
  Continuing operations                     $ (5.21)    $   .48
  Discontinued operations                                  (.01)
                                            --------    --------
  Net earnings                              $ (5.21)    $   .47 
                                            ========    ========

(See Notes to Condensed Consolidated Financial Statements on pages 5  
 through 8.)

<PAGE>

CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts)
<TABLE>
<CAPTION>

                                            September 30,     June 30, 
                                                1997            1997
                                            -------------   ------------
<S>                                         <C>             <C>
Assets
Current assets:
  Cash and cash equivalents                  $  125.1         $  808.5
  Trade receivables, less allowances
   of $14.7 at September 30 and $8.4
   at June 30                                   474.2            356.0
  Inventories                                   568.9            315.9
  Deferred income taxes                          58.3             36.8
  Other current assets                           82.4             99.6
                                             ---------        ---------          
Total current assets                          1,308.9          1,616.8
Investments and long-term receivables,
  less allowances of $9.6 at September 30
  and $14.1 at June 30                          172.5            145.1
Property, plant and equipment, net              984.7            827.9
Goodwill, net                                   896.4            226.2
Technology, net                                 396.5             24.2
Other intangible assets, net                    295.2            146.7
Deferred income taxes                            23.5               .8
                                             ---------        ---------
Total assets                                 $4,077.7         $2,987.7
                                             =========        =========


Liabilities and Shareholders' Equity
Current liabilities:
  Short-term debt                            $1,126.5         $   11.7
  Accounts payable                              192.7            169.3
  Accrued liabilities                           456.8            396.1
  Income taxes payable                           57.4             76.4
  Deferred income taxes                          21.7               .2
                                             ---------        ---------
Total current liabilities                     1,855.1            653.7
Long-term debt, less current maturities         550.6            545.2
Deferred income taxes                           468.1            248.7
Postretirement benefits                         165.2            161.9
Other noncurrent liabilities and
 deferred credits                               164.6            127.0
                                             ---------        ---------  
Total liabilities                             3,203.6          1,736.5
                                             ---------        ---------
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                                        87.1             87.1
  Capital in excess of par value                312.8            305.9
  Reinvested earnings                           899.1          1,292.6
  Foreign currency translation                  (53.5)           (49.9)
  Treasury stock, at cost                      (382.4)          (395.5)
                                             ---------        ---------
Total shareholders' equity                      874.1          1,251.2
                                             ---------        ---------
Total liabilities and shareholders' equity   $4,077.7         $2,987.7
                                             =========        =========

(See Notes to Condensed Consolidated Financial Statements on pages 5
 through 8.)
</TABLE>

<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
                                            Three Months Ended
                                               September 30,          
                                           ------------------------ 
                                               1997         1996
                                           ----------    ---------- 
Cash Flows - Operating Activities
Net earnings (loss)                         $ (381.4)     $  35.4
Adjustments to reconcile net earnings
 to net cash provided by operating
 activities:
  Depreciation and amortization                 38.8         39.1
  Postretirement benefits                        3.3          2.8
  Undistributed equity in earnings of
   joint venture                                             (5.6)
  Losses on disposals of assets                   .1
  Deferred income taxes                         (4.8)        (3.7)
  Write-off of purchased research and
   development                                 398.3
  Sale of inventory stepped up to fair
   value at acquisition                         18.8
                                           ----------    ----------   
                                                73.1         68.0

  Changes in operating assets and
   liabilities:
     Trade receivables                          33.8         15.5 
     Inventories                               (17.4)       ( 7.4)
     Other current assets                       43.0          (.2)
     Accounts payable, accrued liabilities 
       and income taxes payable, net          (172.6)       (21.8)
     Net current liabilities of
       discontinued operations                                (.3)
     Other noncurrent liabilities and
       deferred credits                         18.4        (16.8)
     Other, net                                  1.1         21.3
                                           ----------    ----------
Net cash provided (used) by operating
 activities                                    (20.6)        58.3
                                           ----------    ---------- 

Cash Flows - Investing Activities
Capital expenditures                           (30.3)       (22.9)
Acquisition spending                        (1,734.6)        (4.1)
Proceeds from asset disposals                    1.3         33.6
Other, net                                        .7          1.9
                                           ----------    ----------
Net cash provided (used) by investing
 activities                                 (1,762.9)         8.5 
                                           ----------    ----------


Cash Flows - Financing Activities
Increase in short-term debt                  1,091.8           .4
Proceeds from long-term debt                      .4          1.6 
Payments on long-term debt                                   (1.9)
Issuance of Mallinckrodt common stock           29.7          9.5
Acquisition of treasury stock                   (9.7)       (22.5)
Dividends paid                                 (12.1)       (11.7)
                                           ----------    ----------
Net cash provided (used) by financing
 activities                                  1,100.1        (24.6)
                                           ----------    ----------

Increase (decrease) in cash and cash
 equivalents                                  (683.4)        42.2
Cash and cash equivalents at beginning
 of period                                     808.5        496.1
                                           ----------    ----------
Cash and cash equivalents at end
 of period                                  $  125.1      $ 538.3
                                           ==========    ==========

(See Notes to Condensed Consolidated Financial Statements on pages 5  
 through 8.)

<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In millions, except per share amounts)

                                             1997          1996
                                          ----------    ----------    
                                        
4 Percent cumulative preferred stock:
  Balance at June 30 and September 30     $   11.0       $    11.0

Common stock:
  Balance at June 30 and September 30         87.1            87.1


Capital in excess of par value:
  Balance at June 30                         305.9           283.5
  Stock option exercises                       6.9             1.9
                                          ----------      ---------
  Balance at September 30                    312.8           285.4 
                                          ----------      --------- 

Reinvested earnings:
  Balance at June 30                       1,292.6         1,150.7
  Net earnings (loss)                       (381.4)           35.4
  Dividends
   4 Percent cumulative preferred
    stock ($1.00 per share)                    (.1)            (.1)
   Common stock ($.165 per share in
    fiscal 1998 and $.155 per share
    in fiscal 1997)                          (12.0)          (11.6)
                                          ---------       ---------
  Balance at September 30                    899.1         1,174.4 
                                          ---------       ---------


Foreign currency translation: 
  Balance at June 30                         (49.9)          (15.3)
  Translation adjustment                      (3.6)            2.8  
                                          ---------       ---------
  Balance at September 30                    (53.5)          (12.5)
                                          ---------       --------- 


Treasury stock:
  Balance at June 30                        (395.5)         (284.8)
  Acquisition of treasury stock              ( 9.7)          (22.5)
  Stock option exercises                       8.7             7.6
  Investment plan match                        7.3
  Restricted stock award                       6.8
                                          ---------       --------- 
  Balance at September 30                   (382.4)         (299.7)
                                          ---------       ---------
Total shareholders' equity                $  874.1        $1,245.7
                                          =========       =========

(See Notes to Condensed Consolidated Financial Statements on pages 5  
 through 8.)

<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 for $28.50 
     per share.  The aggregate purchase price of the Nellcor          
     acquisition was approximately $1.9 billion.  Nellcor, based in   
     Pleasanton, California, is a developer and manufacturer of       
     products to diagnose, monitor and treat respiratory impaired     
     patients in all healthcare settings.  The acquisition has been   
     accounted for by the purchase method and accordingly, the        
     results of Nellcor have been included in the Company's           
     consolidated statements from September 1, 1997.

     The purchase price has been allocated based upon the estimated   
     fair value of the assets acquired.  Identifiable intangible      
     assets are purchased research and development, technology,       
     trademarks and trade names, and the assembled work force.  The   
     purchased research and development of $398.3 million, which      
     represents the value of medical devices still in the development 
     stage and not considered to have reached technical feasibility,  
     was written off in the first quarter of fiscal 1998.  See Note 2 
     for additional information.  Technology, also referred to as     
     core or base technology and which represents that portion of the 
     existing technology that provides a basis for future generation  
     products as well as existing products, was recorded at $374.2    
     million and is being amortized on a straight-line basis over 15  
     years.  Other intangible assets of $152.9 million are being      
     amortized on a straight-line basis over 10 to 25 years (weighted 
     average life of 24 years).  Goodwill, which represents the       
     excess of acquisition costs over the fair value of the net       
     assets acquired, was $674.6 million at September 30, 1997 and is 
     being amortized on a straight-line basis over 30 years.  The     
     amortization of identifiable intangible assets and goodwill      
     directly associated with the Nellcor acquisition was $5.7        
     million for the quarter ended September 30, 1997.  Since the     
     results of Nellcor have only been included in the Company's      
     consolidated results since September, the year-to-date           
     amortization represents only one month of activity.  The Company 
     has also recorded a deferred tax liability of approximately      
     $234.6 million, representing the tax effect of timing            
     differences recorded as part of the acquisition.

     Immediately after the acquisition was consummated, management of 
     the combined Company began to formulate an integration plan to   
     combine Mallinckrodt and Nellcor into one successful company.    
     The objectives of the integration effort were to sustain and     
     nurture the current sales base, develop revenue enhancement      
     opportunities, and identify and implement profit improvements    
     with the impact of these actions to be substantially realized in 
     fiscal 1999.  Management is evaluating numerous alternative      
     courses of action, but additional analysis is required to        
     determine the actions to select and the methods of               
     implementation.  No assurances can be made as to the amount of   
     profit improvements that will actually be realized; however,     
     substantial management resources will be applied to achieve      
     operating efficiencies from integrating the two companies.  The  
     Company expects the integration plan to be completed during      
     fiscal 1998.

     Upon the approval of exit plans, the resulting costs, which will 
     include involuntary severance of Nellcor employees as a result   
     of work force reduction, relocation of Nellcor employees, and    
     the elimination of contractual obligations of Nellcor which      
     will have no future economic benefit when the plan is complete,  
     will be recognized as a liability assumed as of the acquisition  
     date.  The contractual obligations include facility leases and   
     consulting arrangements which are no longer required for         
     software implementation and other projects that may be stopped.  
     Termination and relocation arrangements will be communicated in  
     sufficient detail for the affected Nellcor employee groups to    
     determine the types and amounts of benefits they will receive if 
     terminated or relocated.  At September 30, 1997, costs of these  
     exit activities are expected to be significant but are not       
     estimable.  No accruals for Nellcor integration actions were     
     recorded during the first quarter.  As these accruals are        
     recorded, there will be a corresponding increase in goodwill.

     Allocations of the purchase price have been determined based     
     upon preliminary estimates of value, and therefore, are subject  
     to change.  As refinements are made, goodwill will be adjusted   
     accordingly.  The most significant refinement of the purchase    
     price allocation will result from the integration plan being     
     formulated by management.  Based upon information currently      
     available regarding actions under consideration, the differences 
     between the preliminary and final allocations are not expected   
     to have a material impact on either the results of operations or 
     financial position.

     The integration plan will also identify exit activities related  
     to the operations of Mallinckrodt prior to the acquisition of    
     Nellcor.  Costs of these exit activities will include severance  
     of Mallinckrodt employees.  A liability for these costs will be  
     recognized at the time management commits to the plan and        
     communicates termination arrangements in sufficient detail for   
     the affected Mallinckrodt employee groups to determine the types 
     and amounts of benefits they will receive if terminated.  In     
     addition, integration costs of the combined Company, such as     
     transition bonuses and consulting costs, will generally be       
     expensed as incurred.  At September 30, 1997, cost of exit       
     activities related to the operations of Mallinckrodt prior to    
     the acquisition of Nellcor plus integration costs of the         
     combined Company, which will be a nonrecurring charge to fiscal  
     1998 operating results, are expected to be material but are not  
     estimable.  During the first quarter, no accruals or expenses    
     were recorded.

     The following unaudited pro forma financial information presents 
     the combined results of operations of Mallinckrodt and Nellcor   
     as if the acquisition had occurred as of the beginning of fiscal 
     1997, after giving effect to certain adjustments, including      
     amortization of goodwill, additional depreciation expense,       
     increased interest payments on debt related to the acquisition,  
     reduced interest income from cash utilized to complete the       
     acquisition and the related tax effects.  The pro forma          
     financial information does not necessarily reflect the results   
     of operations that would have occurred had Mallinckrodt and      
     Nellcor operated as a combined entity during such periods.

                                                                      
                                                 Three Months Ended
                                                    September 30,
                                                 ------------------   

     (In millions, except per share amounts)                          
                                                   1997       1996  
                                                 -------    -------
     Net sales                                   $599.2     $612.9
     Net income                                  $  5.9     $ 25.3
     Net income per share                        $  .08     $  .33

     The pro forma financial information presented above does not     
     include noncash charges for purchased research and development   
     and the sale of inventory stepped up to fair value at date of    
     acquisition.  These charges are included in the actual results   
     of operations for the quarter ended September 30, 1997.  See     
     Note 2 for additional information.

     The Company utilized cash and cash equivalents and borrowed      
     funds to complete the acquisition of Nellcor.  The borrowing     
     was obtained through a $2.0 billion credit facility established  
     in July 1997, and amended and restated in September 1997.  The   
     credit facility consists of a $400 million term loan and a $1.6  
     billion five-year revolving credit facility.  Under this         
     agreement, interest rates on borrowing are based on the London   
     Interbank Offered Rate (LIBOR) plus a margin dependent on the    
     Company's senior debt rating.

2.   Included in operating earnings for the three months ended        
     September 30, 1997 are one-time noncash acquisition-related      
     costs of $398.3 million for the write-off of Nellcor purchased   
     research and development.  Of this amount, $396.3 million        
     relates to the healthcare segment and $2.0 million relates to    
     the specialty chemicals segment.  The purchased research and     
     development represents the value of numerous new medical devices 
     and other products/technologies in all major product lines       
     (e.g., sensors, monitors and ventilators) that are in various    
     stages of development and have significant technological hurdles 
     remaining as of the transaction date.  Medical devices are       
     subjected to significant clinical analysis and screening to      
     validate their safety and efficacy as well as determine their    
     commercial viability.  Accordingly, medical devices are          
     considered technologically feasible upon FDA (or international   
     regulatory body) market approval.  The steps required to         
     introduce these products include both research and development   
     and clinical and regulatory costs and efforts to be expended     
     over the next one to four years.  Clinical and regulatory costs  
     and efforts relate primarily to the costs and efforts associated 
     with receiving FDA approval (and/or international regulatory     
     body approval, where applicable), specifically costs and efforts 
     incurred for clinical trials and preparation of FDA submission   
     and interaction with the FDA (and international regulatory       
     bodies, where applicable).  None of these medical devices or     
     products had received FDA (or international regulatory body)     
     market approval as of the acquisition date, and therefore all    
     were identified as in-process research and development that had  
     not reached technological feasibility.  No alternative future    
     uses were identified prior to reaching technological feasibility 
     because of the uniqueness of the projects.  Additionally, no     
     identifiable alternate markets were established for projects     
     that were in such early stages of development.  The same         
     methodology (income approach) was utilized to evaluate purchased 
     research and development as was utilized to evaluate the other   
     Nellcor identifiable intangible assets acquired, except the cost 
     approach was utilized to evaluate the assembled work force.
     The sale of Nellcor inventories, which were stepped up to fair   
     value in connection with allocation of purchase price, decreased 
     earnings by $18.8 million, $11.7 million net of taxes, for the   
     month of September 1997.  A similar inventory-related charge     
     will impact results for the next three months based upon current 
     expectations for sales of the acquired inventory.

3.   Included in earnings from continuing operations for the three    
     months ended September 30, 1996 is a one-time research and       
     development expense of $6.0 million, $3.8 million after taxes,   
     resulting from a strategic alliance to develop new magnetic      
     resonance imaging technology.

4.   Included in discontinued operations are the results of the       
     animal health segment which was divested June 30, 1997 and the   
     results of Fries & Fries, Inc., a wholly owned subsidiary which  
     owned the Company's 50% interest in Tastemaker, the flavors      
     joint venture with Hercules Incorporated, and which was divested 
     March 31, 1997.

5.   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 (5) models of its convective warming  
     blankets infringes certain claims of one or more of its 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 probable that the    
     jury verdict and the trial court injunction will be overturned   
     on appeal.  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 claim by Augustine against the 
     Company.

6.   Provisions for income taxes were based on estimated annual       
     effective tax rates for each fiscal year.  Excluding the one-    
     time $398.3 million write-off of purchased research and          
     development discussed in Notes 1 and 2, the Company's effective  
     tax rate for the first three months was 36.9 percent, compared   
     to last year's 37.0 percent. 

7.   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 investigation or             
     remediation of alleged or acknowledged contamination at          
     currently or previously owned or operated sites and at off-site  
     locations where its waste was taken for treatment or disposal.

     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 for matters that are in its 
     view probable and estimable.  Based upon information currently   
     available, management believes that existing accruals are        
     sufficient 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 financial position and results of     
     operations.

8.   Earnings per common share were based on the weighted average     
     number of common and common equivalent shares outstanding        
     (73,166,456 and 75,501,070 for the three months ended
     September 30, 1997 and 1996, respectively).

     In February 1997, the Financial Accounting Standards Board       
     issued Statement No. 128, Earnings per Share, which is required  
     to be adopted on December 31, 1997.  At that time, the Company   
     will be required to change the method currently used to compute  
     earnings per share and to restate all prior periods.  Under the  
     new requirements for calculating primary earnings per share, the 
     dilutive effect of stock options will be excluded.  The impact   
     of Statement No. 128 on the calculation of primary and fully     
     diluted earnings is not material for the quarters ended          
     September 30, 1997 and 1996.

9.   The components of inventory included the following as of         
     September 30, 1997:
     (In millions)
     Raw materials and supplies       $192.6
     Work in process                    68.9
     Finished goods                    307.4
                                      ------                          
                                      $568.9
                                      ======

10.  As of September 30, 1997, the Company has authorized and issued  
     100,000 shares, par value $100, 4 Percent cumulative preferred   
     stock of which 98,330 shares are outstanding.  Mallinckrodt also 
     has authorized 1,400,000 shares, par value $1, of Series         
     preferred stock, none of which is outstanding.

     Shares included in treasury stock were:

                                   September 30,        June 30,
                                       1997               1997 
                                  --------------     --------------
     Common stock                   14,236,673         14,843,847
     4 Percent cumulative
      preferred stock                    1,670              1,670

11.  At September 30, 1997, common shares reserved were:

     Exercise of common stock purchase rights          81,971,675
     Exercise of stock options and granting
      of stock awards                                   9,092,049
                                                     --------------  
     Total                                             91,063,724
                                                     ==============   

12.  Supplemental cash flow information for the three months ended    
     September 30 included:
     (In millions)
                                               1997         1996
                                             --------     --------
     Interest paid                             $12.7        $22.2
     Income taxes paid                          $4.8         $6.4
     Noncash investing and financing
      activities:
       Assumption of liabilities related
        to an acquisition                     $488.5


Item 2.   Management's Discussion and Analysis of Financial Condition 
          and Results of Operations. [1]

Results of Operations

General
-------
The Company recorded a loss from continuing operations and a net loss
of $381.4 million, or $5.21 loss per share for the quarter ended
September 30, 1997.  The loss includes certain noncash charges
related to the acquisition of Nellcor which was completed at the end
of August 1997.  The acquisition-related charges are a one-time
$398.3 million write-off of purchased research and development, which
had no offsetting tax benefits, and a cost of goods sold charge of
$18.8 million, $11.7 million net of taxes, related to the sale of
inventories stepped up to fair value.  Excluding the noncash charges
related to the acquisition, the Company had earnings from continuing
operations of $28.6 million, or 39 cents per share.  Earnings from
continuing operations for the first quarter of last year were $36.6
million, or 48 cents per share.  Net earnings for the same quarter
last year were $35.4 million, or 47 cents per share, and included a
loss of $1.2 million from discontinued operations.

Net sales for the quarter were $498.1 million, up 13 percent from the
$442.0 million in the same period last year.  The first quarter
results of operations include one month of sales of Nellcor, which
were $70.7 million.  Excluding the sales of Nellcor, the Company's
net sales would have been 3 percent below the corresponding period of
last year.

A comparison of sales and operating earnings follows:

(In millions)                                 Three Months Ended    
                                                 September 30,
                                             --------------------
                                               1997        1996    
                                             --------     -------
Sales
-----
  Healthcare                                 $411.1       $361.7
  Specialty chemicals                          87.0         80.5
  Intersegment sales                                         (.2)
                                             --------     -------
                                             $498.1       $442.0
                                             ========     ======= 

Operating earnings (loss)
-------------------------
  Healthcare                                 $(361.8)     $ 67.4
  Specialty chemicals                            5.0         5.5
  Corporate                                     (5.5)       (6.6)
                                             --------     -------
                                             $(362.3)     $ 66.3
                                             ========     =======  

Business Segments
-----------------
Healthcare                                    Three Months Ended
Net Sales                                        September 30,
                                             --------------------     
(In millions)                                  1997        1996
                                             -------     -------    

Imaging agents                               $177.3      $198.6
Respiratory care                              141.8        77.3
Pharmaceutical specialties                     92.0        85.8
                                             -------     -------
                                             $411.1      $361.7
                                             =======     ======= 

Healthcare reported an operating loss for the quarter of $361.8
million which includes Nellcor's results for one month.  These
results of operations include a $396.3 million write-off of purchased
research and development, and an $18.6 million fair value step-up
charge related to the sale of inventories.  Excluding the impact of
Nellcor noncash acquisition-related charges, healthcare operating
earnings would have been $53.1 million, which is 21 percent below the
$67.4 million reported for the same period last fiscal year.

--------------------------------------------                          
                          
[1]  "Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995:  With the exception of historical information,
the matters discussed in this report to stockholders are forward-
looking statements that involve risks and uncertainties, and actual
results could differ materially from those discussed.  Among the
factors that could cause actual results to differ materially are the
following:  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; and the risk factors reported from time to
time in the Company's SEC reports.
<PAGE>

Global efforts toward healthcare cost containment continue to exert
pressure on product pricing.  The demand for price discounts from
customer buying groups has adversely impacted earnings.  This
industry trend is expected to continue.  In response to these market
changes, the Company has entered into a seven-year contract with
Premier, Inc. (Premier), the largest healthcare purchasing group in
the U.S., to supply x-ray contrast media, tracheostomy tubes,
temperature monitoring systems, and radiopharmaceuticals and related
products.  Effective July 1, 1997, Premier named Mallinckrodt a
corporate partner, and Mallinckrodt's products will be used
preferentially by Premier's 1,650 member hospitals. The seven-year
agreement with Premier aligns the Company with the largest healthcare
purchasing group in the U.S., representing approximately thirty
percent of all x-ray contrast media purchased.  The Premier agreement
is believed to be the largest contract ever written for contrast
media products.

Net sales for the first quarter were $411.1 million, an increase of
14 percent over the $361.7 million reported for the same quarter last
year.  Excluding Nellcor, healthcare sales were $344.5 million.  This
represents a decline of $17.2 million or 5 percent from the prior
year.  Imaging agent sales were $177.3 million, which is $21.3
million or 11 percent below the corresponding period last year.  This
sales decline is primarily attributable to pricing pressures which
are expected to continue.  Price declines in iodinated contrast media
reduced net sales by $33 million and were partially offset by sales
volume increases of $12 million.  Excluding Nellcor sales for one
month, respiratory care had sales of $75.2 million, which is $2.1
million or 3 percent below prior year.  The strong U.S. dollar and
the lack of sales of the blood gas and electrolyte business divested
on September 30, 1996 have negatively affected the year-to-year
comparison of respiratory care sales by $5 million and $5.4 million,
respectively, partially offset by respiratory therapy and
anesthesiology products volume increases of $9 million. 
Pharmaceutical specialties sales were $92.0 million, a $6.2 million
or 7 percent increase over the prior year.  This sales increase is
attributable to $3 million in acetaminophen (APAP) volume and price
improvements and the remainder is associated with dosage narcotics
and the Company's acquisition of D.M. Graham Laboratories, Inc. in
November 1996.

Specialty Chemicals                           Three Months Ended   
Net Sales                                        September 30,
                                             -------------------
(In millions)                                 1997         1996
                                             ------       ------    
                                             $ 87.0       $ 80.5
                                             ======       ====== 

Specialty chemicals operating earnings for the quarter declined 9
percent to $5.0 million from $5.5 million for the same period last
year.  The current year results of operations include one month of
results of Aero Systems, which is part of Nellcor.  Excluding Aero
Systems' acquisition-related charges, the specialty chemicals segment
had operating earnings of $7.2 million or 31 percent above last year
primarily as a result of benefits derived from cost containment
programs in effect.  Net sales for the quarter were up 8 percent. 
After excluding sales of Aero Systems, specialty chemicals sales
improved $2.3 million or 3 percent primarily the result of a $3
million volume increase in microelectronics.

Corporate Matters
-----------------

Corporate expenses were $5.5 million, or 17 percent below the $6.6
million reported for the same period last year.  The Company's
effective tax rate was negatively impacted by the non-deductible
write-off of purchased research and development and goodwill
amortization directly associated with the August 28, 1997 acquisition
of Nellcor.                

Financial  Condition

The Company's financial resources are expected to continue to be
adequate to support existing businesses.  Since June 30, 1997, cash
and cash equivalents decreased $683.4 million, primarily as a result
of the acquisition of Nellcor common shares outstanding.  Operations
utilized $20.6 million of cash, while acquisition and capital
spending totaled $1,764.9 million.  The Company's current ratio at
September 30, 1997 was .7:1.  Debt as a percentage of invested
capital was 65.7 percent.

The current ratio has declined to its current level as a result of a
reduction in cash and cash equivalents and increase in short-term
borrowings to acquire the outstanding shares of common stock of
Nellcor.  The Company plans to restructure its debt in the near
future in order to reduce its reliance on short-term borrowing
facilities.

On August 28, 1997, the Company acquired Nellcor through an agreement
to purchase for cash all the outstanding shares of common stock of
Nellcor for $28.50 per share.  The aggregate purchase price of the
Nellcor acquisition was approximately $1.9 billion.  The acquisition
was completed utilizing cash and cash equivalents and borrowed funds. 
The borrowing of approximately $1.1 billion, reported as a current
liability, was obtained through a $2.0 billion credit facility
established in July 1997, and amended and restated in September 1997. 
The credit facility consists of a $400 million term loan and a $1.6
billion five-year revolving credit facility.  Under this agreement,
interest rates on borrowings are based upon the London Interbank
Offered Rate, plus a margin dependent on the Company's senior debt
rating.

At September 30, 1997, the Company has a $550 million private
placement commercial paper program.  The program is backed by the
$1.6 billion five-year U.S. revolving credit facility available until
September 2002.  At September 30, 1997, no commercial paper
borrowings were outstanding.  There was $705 million of borrowing
outstanding under the U.S. lines of credit at September 30, 1997. 
Non-U.S. lines of credit totaling $147.7 million were also available
and borrowings under these lines amounted to $15.6 million at
September 30, 1997.  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 have totaled
36.8 million shares, including 240 thousand shares during the three
months ended September 30, 1997.

Estimated capital spending for the year ending June 30, 1998 is
approximately $200 million.

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

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

Date:   June 12, 1998