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 September 30, 1996
                                      OR
        ___    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
   
                         Commission file number 1-483
                        ______________________________

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

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

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

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X. No .

            Applicable Only To Issuers Involved In Bankruptcy
              Proceedings During The Preceding Five Years:
     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  Yes. 
No.
                 Applicable Only To Corporate Issuers:
     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date. 
73,942,271 shares excluding 13,174,018 treasury shares as of October
31, 1996.
<PAGE>

PART  I.  FINANCIAL INFORMATION

Item  1.   Financial Statements (Unaudited).

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

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share amounts)
                                                                     
                                                 Three Months Ended   
                                                    September 30,
                                                  ------------------ 
                                                    1996     1995 
                                                    ----     ----

Net sales                                          $541.4   $492.1

Operating costs and expenses:
  Cost of goods sold                                296.3    268.3
  Selling, administrative and general expenses      146.4    138.9
  Research and development expenses                  36.0     24.1
  Other operating income, net                        (3.5)    (3.2)
                                                   -------  -------
Total operating costs and expenses                  475.2    428.1
                                                   -------  -------
Operating earnings                                   66.2     64.0

Equity in pre-tax earnings of joint venture           7.9      7.3
Interest income and other nonoperating income
 (expense), net                                       4.5      (.4)
Interest expense                                    (21.3)   (13.8)
                                                   -------  ------- 
Earnings from continuing operations before
 income taxes                                        57.3     57.1
Income tax provision                                 21.2     21.4
                                                   -------  ------- 
Earnings from continuing operations                  36.1     35.7
Discontinued operations                               (.7)     3.5
                                                   -------  -------
Net earnings                                         35.4     39.2
Preferred stock dividends                             (.1)     (.1)
                                                   -------  -------
Available for common shareholders                  $ 35.3   $ 39.1
                                                   =======  =======   
                                          
Earnings per common share:
  Continuing operations                              $.48     $.46
  Discontinued operations                            (.01)     .04
                                                   -------  ------- 
  Net earnings                                       $.47     $.50
                                                   =======  =======

(See Notes to Condensed Consolidated Financial Statements on pages 5
and 6.)
<PAGE>

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

                                           September 30,   June 30,  
                                               1996          1996
                                           -------------   --------
Assets
Current assets:
  Cash and cash equivalents                   $ 566.1       $ 546.2
  Trade receivables, less allowances
   of $14.2 at September 30 and $12.8
   at June 30                                   431.2         453.9
  Inventories                                   474.0         470.2
  Deferred income taxes                          41.7          42.9
  Other current assets                           57.7          57.7
                                             --------      -------- 
Total current assets                          1,570.7       1,570.9
Investments and long-term receivables,
  less allowances of $9.2 at September 30
  and $8.1 at June 30                           154.6         150.0
Property, plant and equipment, net            1,026.7       1,036.4
Intangible assets                               628.9         647.5 
Deferred income taxes                             1.1           1.1
                                             --------      --------
Total assets                                 $3,382.0      $3,405.9
                                             ========      ========

Liabilities and Shareholders' Equity
Current liabilities:
  Short-term debt                             $ 622.5       $ 622.2
  Accounts payable                              163.4         194.6
  Accrued liabilities                           310.8         314.8
  Income taxes payable                           55.6          38.5
  Net current liabilities of
   discontinued operations                       38.1          38.4
  Deferred income taxes                           3.4           3.3 
                                             --------      --------
Total current liabilities                     1,193.8       1,211.8
Long-term debt, less current maturities         575.6         575.8
Deferred income taxes                            92.8          97.9
Postretirement benefits                         158.8         156.0
Other noncurrent liabilities and
  deferred credits                              115.3         132.2
                                             --------      --------
Total liabilities                             2,136.3       2,173.7
Shareholders' equity:
  4 Percent cumulative preferred stock           11.0          11.0
  Common stock, par value $1, authorized 
   300,000,000 shares; issued 87,116,289 
   shares as of September 30 and June 30         87.1          87.1
  Capital in excess of par value                285.4         283.5
  Reinvested earnings                         1,174.4       1,150.7
  Foreign currency translation                  (12.5)        (15.3)
  Treasury stock, at cost                      (299.7)       (284.8)
                                             ---------     ---------  
Total shareholders' equity                    1,245.7       1,232.2
                                             ---------     --------- 
Total liabilities and shareholders' equity   $3,382.0      $3,405.9
                                             ========      ========


(See Notes to Condensed Consolidated Financial Statements on pages 5
and 6.)
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
 
                                                Three Months Ended
                                                   September 30,
                                                ------------------
                                                 1996        1995 
                                                 ----        ----
Cash Flows - Operating Activities
Net earnings                                    $ 35.4     $ 39.2
Adjustments to reconcile net earnings to
 net cash provided by operating activities:
  Depreciation and amortization                   39.1       34.4
  Postretirement benefits                          2.8        2.2
  Undistributed equity in earnings of
   joint venture                                  (5.6)      (5.6)
  Deferred income taxes                           (3.7)      (4.6)
  Gains on disposals of assets                                (.4) 
                                                -------    -------
                                                  68.0       65.2
  Changes in operating assets and liabilities:
    Trade receivables                             15.5       23.9 
    Inventories                                   (7.4)     (38.3)
    Other current assets                           (.2)       (.8)
    Accounts payable, accrued liabilities 
      and income taxes payable, net              (21.8)      (5.2)
    Net current liabilities of discontinued
      operations                                   (.3)     (13.1)
    Other noncurrent liabilities and deferred
      credits                                    (16.8)       3.4
    Other, net                                    (1.1)     (12.5)
                                                -------    -------
Net cash provided by operating activities         35.9       22.6


Cash Flows - Investing Activities
Capital expenditures                             (22.9)     (36.8)
Acquisition spending                              (4.1)      (2.1)
Proceeds from asset disposals                     33.6         .6
Other, net                                         2.0       (7.9)
                                                -------    -------
Net cash provided (used) by investing activities   8.6      (46.2)


Cash Flows - Financing Activities
Increase in short-term debt                         .4       76.7
Proceeds from long-term debt                       1.6       98.8 
Payments on long-term debt                        (1.9)    (101.5)
Issuance of Mallinckrodt common stock              9.5        8.1
Acquisition of treasury stock                    (22.5)     (20.0)
Dividends paid                                   (11.7)     (10.9)
                                                -------    -------
Net cash provided (used) by financing 
  activities                                     (24.6)      51.2 
                                                -------    -------
Increase in cash and cash equivalents             19.9       27.6 
Cash and cash equivalents at beginning
  of period                                      546.2       60.6
                                                -------    -------

Cash and cash equivalents at end of period     $ 566.1     $ 88.2
                                               ========    =======

(See Notes to Condensed Consolidated Financial Statements on pages 5
and 6.)
<PAGE>

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

                                                  1996        1995
                                                  ----        ----

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                             283.5       274.1
  Stock options exercised                          1.9         2.8
                                                ------      ------
  Balance at September 30                        285.4       276.9


Reinvested earnings:
  Balance at June 30                           1,150.7       984.5
  Net earnings                                    35.4        39.2
  Dividends
    4 Percent cumulative preferred stock
    ($1.00 per share)                              (.1)        (.1)
    Common stock ($.155 per share in 1996
      and $.14 per share in 1995)                (11.6)       10.8)
                                               --------    --------
  Balance at September 30                      1,174.4     1,012.8


Foreign currency translation:
  Balance at June 30                             (15.3)       (9.3)
  Translation adjustment                           2.8        (4.4)
                                               --------    --------
  Balance at September 30                        (12.5)      (13.7)


Treasury stock:
  Balance at June 30                            (284.8)     (175.9)
  Purchase of common stock                       (22.5)      (20.0)
  Stock options exercised                          7.6         5.3
                                               --------    --------
  Balance at September 30                       (299.7)     (190.6)
                                               --------    --------

Total shareholders' equity                    $1,245.7    $1,183.5
                                              ========    =========



(See Notes to Condensed Consolidated Financial Statements on pages 5
and 6.)
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  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 or 
    $.05 per share resulting from a strategic alliance to develop new 
    magnetic resonance imaging technology.

2.  Included in discontinued operations for the three months ended
    September 30, 1995, are earnings, net of taxes, from the divested 
    Feed Ingredients business of $4.4 million.

3.  Provisions for income taxes were based on estimated annual 
    effective tax rates for each fiscal year.  The Company's 
    effective tax rate for the first three months was 37.0 percent, 
    compared to last year's 37.5 percent.  This decrease reflects an 
    earnings mix toward lower statutory tax rate jurisdictions and 
    the utilization of certain foreign net operating losses.

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

5.  Earnings per common share were based on the weighted average 
    number of common and common equivalent shares outstanding 
    (75,501,070 and 77,924,740 for the three months ended September   
    30, 1996 and 1995, respectively).

6.  The components of inventory include the following as of September 
    30,1996:
    (In millions)
    Raw materials and supplies        $ 152.8
    Work in process                     103.5
    Finished goods                      217.7
                                      -------
                                      $ 474.0
                                      =======

7.  The Company adopted the provisions of Statement of Financial
    Accounting Standards No. 121, "Accounting for the Impairment of 
    Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" 
    effective July 1, 1996.  The Company regularly assesses all of 
    its long-lived assets for impairment.  No material adverse effect 
    on its results of operations or financial position occurred upon 
    adoption.

8.  As of September 30, 1996, 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,
                                            1996          1996
                                        -------------  ----------
    Common stock                          13,056,760   12,835,721
    4 Percent cumulative preferred stock       1,670        1,670


<PAGE>
9.  At September 30, 1996, common shares reserved were:

    Exercise of common stock purchase
    rights                                             83,629,897
    Exercise of stock options and
    granting of stock awards                            9,570,368
                                                       ---------- 
    Total                                              93,200,265
                                                       ==========

10.  Supplemental cash flow information for the three months ended
     September 30 included:
     (In millions)
                                        1996      1995
                                        ----      ----
     Interest paid                     $22.2     $10.6
     Income taxes paid                 $ 6.4      $4.9 


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

Results of Operations

General
-------
Earnings from continuing operations for the first quarter ended
September 30, 1996 were $36.1 million, or 48 cents per share.  This
represents a 4 percent increase in per-share earnings from continuing
operations compared with $35.7 million, or 46 cents per share, during
the same period a year ago.  These earnings reflect a one-time,
pretax research and development expense of $6.0 million incurred in
conjunction with a strategic alliance with METASYN, Inc., to develop
new magnetic resonance imaging technology.  Without this expense,
earnings from continuing operations would have been 53 cents per
share, a 15 percent increase over the prior year.  Net sales for the
quarter were up 10 percent to $541.4 million, compared to $492.1
million a year earlier. Net earnings for the first quarter were $35.4
million, or 47 cents per share, compared with $39.2 million, or 50
cents per share, during the same period a year ago.  Prior year net
earnings include results from the divested animal feed ingredients
business.                        
                          

-----------------
                                                     

[1] The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking statements, so long as those
statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that
could cause actual results to differ materially from those discussed
in the forward-looking statements.  Certain statements contained
herein are forward-looking, particularly the statements appearing
under Part I. Item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Part II. Item 1,
"Legal Proceedings."  

Factors that could cause actual results to differ materially from
those expressed or implied by the forward-looking statements include
but are not limited to the following: the effect of business and
economic conditions; constraints on supplies and/or changes in the
cost of raw materials used in the manufacturing of certain of the
Company's products; capacity limiting the production of certain
products; difficulties or delays in the development, production,
testing, and marketing of products; difficulties or delays in
receiving required governmental or regulatory approvals; market
acceptance issues, including the failure of products to generate
anticipated sales levels; the effects of, and changes in, trade,
monetary and fiscal policies, laws and regulations; risks associated
with investments and operations in foreign jurisdictions, including
those related to foreign regulatory requirements, exchange rate
fluctuations, and local political, social, and economic factors;
changes in governmental laws and regulations affecting environmental
compliance, taxes, and other matters impacting the Company; the costs
and effects of legal and administrative proceedings, including the
environmental proceedings involving the Company; the ability of the
Company to develop and execute effective marketing and sales
strategies for its products; the potential erosion of prices for
certain of the Company's products as a result of increased
competition in its markets; and the risk factors reported from time
to time in the Company's SEC reports.
<PAGE>
A comparison of sales and operating earnings follows:
(In millions)                                                         
                                                                      
                                               Three Months Ended     
                                                  September 30,
                                               ------------------
                                                1996        1995 
                                                ----        ---- 
Sales
-----
  Human healthcare                            $ 361.7     $ 316.1
  Specialty chemicals                            80.5        75.1
  Animal health                                  99.4       101.0
  Intersegment sales                              (.2)        (.1)
                                              --------    --------
                                              $ 541.4     $ 492.1
                                              ========    ========

Operating earnings
------------------
  Human healthcare                            $  67.4     $  62.0
  Specialty chemicals                             5.5         4.6
  Animal health                                   (.1)        5.0
  Corporate                                      (6.6)       (7.5)
  Eliminations                                                (.1)
                                              --------    --------
                                              $  66.2     $  64.0
                                              ========    ========

Business Segments
-----------------
Human Healthcare      
Net Sales                                      Three Months Ended
(In millions)                                     September 30,
                                               ------------------ 
                                                1996        1995
                                                ----        ---- 
Imaging agents                                $ 198.6     $ 161.2
Critical care products                           77.3        76.9
Pharmaceutical specialties                       85.8        78.0
                                              -------     ------- 
                                              $ 361.7     $ 316.1
                                              =======     =======

Human healthcare's operating earnings for the quarter increased to
$67.4 million, up 9 percent compared to the first quarter of last
year. These operating earnings reflect a one-time research and
development expense of $6.0 million incurred in conjunction with a
strategic alliance with METASYN, Inc., to develop new magnetic
resonance imaging technology. Without this expense, human
healthcare's operating earnings would have been $73.4 million, an 18%
increase over the prior year first quarter. Net sales for the first
quarter improved 14 percent over the prior year first quarter.  A
major contributor to the sales growth was strong demand for imaging
agents.  Sales for imaging agents were up 23 percent, primarily from
increased market share in the U.S. and the acquisition of
Liebel-Flarsheim in January 1996.  Critical care products sales
were up 1 percent, primarily on sales gains in respiratory products,
partially offset by lower sales of instruments and systems to analyze
blood gases and electrolytes.  The blood gas and electrolyte business
was divested as of September 30, 1996.  Pharmaceutical specialties
sales increased 10 percent primarily due to increased volume.

Specialty Chemicals  
Net Sales                                      Three Months Ended
(In millions)                                     September 30,
                                               ------------------
                                                1996        1995
                                                ----        ---- 
                                               $ 80.5      $ 75.1
                                               ======      ======

Specialty chemicals' operating earnings for the quarter increased to
$5.5 million, up 20% compared to the first quarter of last year. 
Improved plant performance and cost containment initiatives
contributed to the increased earnings.  Net sales for the quarter
improved 7% over the prior year first quarter, primarily as a result
of volume increases in plastic additives.

Animal Health
Net Sales                                      Three Months Ended
(In millions)                                      September 30,
                                               ------------------
                                                 1996        1995
                                                 ----        ---- 
                                               $ 99.4     $ 101.0
                                               ======     =======

Animal health had an operating loss of $.1 million, compared with
$5.0 million of operating earnings for the first quarter of last
year. Declining sales margins and higher research and development
expenses were primary causes of the lower year to year results. 
Lower volumes in North America and Europe were the primary reasons
for the quarter net sales decline of 2% as compared to the prior year
first quarter.  The sales decline in Europe is due to BSE, or "mad
cow disease"  in the United Kingdom.  Mallinckrodt has concluded that
the animal health business will have greater potential and be more
successful through alignment with a company that possesses core
technology more directly related to the development of animal health
products.  Therefore, on August 29, 1996, the Company announced that
it has decided to explore all strategic options related to this
business.  

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

Earnings for Tastemaker, the Company's flavor joint venture, were
$7.9 million for the quarter, up 8% compared to the first quarter of
last year.  On August 29, 1996, Mallinckrodt announced that it is
prepared to sell its interest in Tastemaker in cooperation with its
joint venture partner, Hercules, Inc., if an acceptable offer is
received.  The Company's effective tax rate for the first quarter was
37.0 percent, compared to last year's 37.5 percent.  This rate
decrease reflects an earnings mix toward lower statutory tax rate
jurisdictions and the utilization of certain foreign net operating
losses.
 
Financial Condition

The Company's financial resources are expected to continue to be
adequate to support existing businesses and fund new opportunities. 
Since June 30, 1996, cash and cash equivalents increased $19.9
million. Operations provided $35.9 million of cash, while acquisition
and capital spending totaled $27.0 million.  The Company received
$33.6 million in proceeds from asset disposals, primarily from the
blood gas and electrolyte business.  The Company's current ratio at
September 30, 1996, was 1.3:1.  Debt as a percentage of invested
capital was 49 percent.  Net of cash and cash equivalents, this
percentage would have been 34 percent.

The Company's Board of Directors previously authorized repurchase of
a total of 42 million shares of its common stock.  Thirty three and a
half million shares have been repurchased under this authorization,
 .6 million during the quarter ended September 30, 1996.  

In September 1995 and November 1995, the Company issued $100 million
of 6.75% notes due September 15, 2005, and $100 million of 6.5% notes
due November 15, 2007, respectively, from the $250 million shelf
registration statement filed in February of 1995.  As of September
30,1996, $50 million of securities under this shelf and $50 million
of securities under a shelf registration statement filed with the SEC
in 1992 remain unissued.

The Company has a $550 million private-placement commercial paper
program.  This program is backed by $550 million of U.S. lines of
credit, available until May 2001.  At September 30, 1996, no amounts
were outstanding under the commercial paper program or the credit
agreement.  In addition, Fries & Fries, Inc., a wholly-owned
subsidiary, has a $600 million committed line of credit available
until May 1997, which is unconditionally guaranteed by the Company. 
Borrowings under the credit agreement were $600 million at September
30, 1996. Non-U.S. lines of credit totaling $213.9 million were also
available and borrowings under these lines amounted to $18.6 million
at September 30, 1996.  The non-U.S. lines are cancelable at any
time.

Estimated capital spending for the year ending June 30, 1997, is
approximately $190 million.


PART II.  OTHER INFORMATION  
                                                          
Item 1.  Legal Proceedings.

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

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

The following is a discussion of material developments in proceedings
previously reported in the Company's Form 10-K for its fiscal year
ended June 30, 1996:

Springville, Utah -- The Company and Ensign-Bickford Industries, Inc.
(EBI) have identified two additional parties who could possibly share
in remediation costs.  The Company, EBI and the other parties are
currently negotiating an interim allocation to address remedial
activities at this site.

Pierce County, Washington -- The Company, Olin Corporation, Boeing
Company, and Centrum Properties, Inc. negotiated a settlement and the
lawsuit has been dismissed.  Centrum did not recover its past costs,
but Mallinckrodt and Olin agreed to take over future remedial actions
at the site.  Since the Company and Olin have been named "potentially
responsible parties" for this site by the Washington Department of
Ecology, the Company and Olin are negotiating an order that would
govern remedial activities at the site with the Department of
Ecology.

Item 2. Changes in Securities.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

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

On October 16, 1996, the Company held its Annual Meeting of
Stockholders in St. Louis, Missouri, for the purposes of: (a)
electing four directors for terms expiring in 1999; (b) ratifying the
appointment of independent auditors for fiscal 1997; (c) acting upon
an amendment to Article First of the Company's Restated Certificate
of Incorporation to change the name of the Company from Mallinckrodt
Group Inc. to Mallinckrodt Inc.; and (d) transacting such other
business as may have properly come before the meeting or any
adjournment thereof.

The following table sets forth the directors elected at the Annual
Meeting and the number of votes cast for and withheld from each
director:

Director                   For           Withheld
--------                   ---           --------
Raymond F. Bentele      62,342,400       1,022,944
Gareth C. C. Chang      61,412,342       1,953,002
Dr. Ronald G. Evens     62,378,644         986,700
Mack G. Nichols         61,490,798       1,874,546

The following directors continued in office after the Annual Meeting,
having been previously elected:

William L. Davis, III
C. Ray Holman
Roberta S. Karmel
Claudine B. Malone
Morton Moskin
Brian M. Rushton, Ph.D.
Daniel R. Toll
Anthony Viscusi

The appointment of Ernst & Young, LLP as independent auditors for
fiscal 1997 was ratified at the Annual Meeting.  The following table
sets forth the number of votes for and against, as well as
abstentions, on this matter:

        For.......................63,200,779
        Against.......................70,336
        Abstentions...................94,229

The amendment to Article First of the Company's Restated Certificate
of Incorporation to change the name of the Company from Mallinckrodt
Group Inc. to Mallinckrodt Inc. was approved at the Annual Meeting. 
The following table sets forth the number of votes for and against,
as well as abstentions, on this matter:

        For.......................63,047,352
        Against......................104,560
        Abstentions..................213,412

No other matters were voted upon at the meeting.

Item 5. Other Information.

Not applicable.

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

(a)    Exhibits

       3.1  Restated Certificate of Incorporation of Mallinckrodt,    
            dated June 22, 1994.

       3.3  Certificate of Amendment of the Certificate of            
            Incorporation of Mallinckrodt, dated October 16, 1996.

      11.1  Primary earnings per share computation for the three      
            months ended September 30, 1996 and 1995.

      11.2  Fully diluted earnings per share computation for the      
            three months ended September 30, 1996 and 1995.

      27    Financial Data Schedule.

(b)   Reports on Form 8-K.

During the quarter and through the date of this report, the following
reports on Form 8-K were filed.

      Report dated August 29, 1996, under Item 5 regarding seeking a  
      buyer for the Tastemaker flavors business, and exploring all    
      strategic options for the animal health division.

      Report dated October 16, 1996, under Item 5 regarding name      
      change from Mallinckrodt Group Inc. to Mallinckrodt Inc.

      Report dated October 17, 1996, under Item 5 regarding increased
      quarterly dividend and the election of four directors at the
      Company's Annual Meeting.

      Report dated October 24, 1996, under Item 5 regarding Molecular
      Biosystems, Inc. and Mallinckrodt Inc. joint announcement to   
      file for PMA for next generation ultrasound imaging agent.

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



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.



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




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

Date:  November 12, 1996