Exhibit 3.1(c)
 

                       CERTIFICATE OF AMENDMENT

                                OF THE

                     CERTIFICATE OF INCORPORATION

                                  OF

                           MALLINCKRODT INC.

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

          Under Section 805 of the Business Corporation Law

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


     Pursuant to Section 805 of the Business Corporation Law, the
undersigned, C. Ray Holman, Chairman of the Board and Chief Executive
Officer, and Roger A. Keller, Vice President and Secretary, hereby
certify as follows:

       I.  The name of the Corporation is Mallinckrodt Inc.

      II.  The Certificate of Incorporation of the Corporation (under
the name of International Agricultural Corporation) was originally
filed by the Department of State, Albany, New York, on the 14th day
of June, 1909.

     III.  The Certificate of Incorporation of the Corporation shall
be amended to reduce the minimum required number of directors of the
Corporation from ten to eight, and to effect such change, ARTICLE
NINTH of the certificate of incorporation shall be amended by
revising the first four sentences to read as follows, with the
balance of the article remaining unchanged:

      The number of directors of the Corporation, exclusive of        
      directors, if any, to be elected by the holders of 4%           
      Cumulative Preferred Stock or the holders of one or more series 
      of Series Preferred Stock pursuant to the provisions of         
      Paragraph 2 of Section (a) or Paragraph 3 of Section (b) ,      
      respectively, of ARTICLE THIRD herein, shall be not less than   
      eight nor more than sixteen.  Subject to such limitation, such  
      number may be fixed by the By-Laws, or by action of the         
      stockholders or of the Board under the specific provisions of a 
      By-Law adopted by the stockholders.  The directors of the       
      Corporation shall be divided into three classes as nearly equal 
      in number as possible.  There shall be at least two directors   
      in each class.

      IV.  This amendment to Article Ninth was authorized by the
unanimous affirmative vote of the Board of Directors of the
Corporation, followed by the affirmative vote of the holders of more
than two-thirds of the outstanding shares of the Corporation's 4%
Cumulative Preferred Stock and Common Stock voting as one class
entitled to vote thereon at the annual meeting of the stockholders of
the Corporation held on October 21, 1998.

     IN WITNESS WHEREOF, we have made and subscribed the Certificate
of Amendment this 30 day of October, 1998, and the Chairman of the
Board and Chief Executive Officer of the Corporation has also
verified this Certificate.

                              MALLINCKRODT INC.

(CORPORATE SEAL)

                              /s/  C. RAY HOLMAN
                              ------------------------------------    
                              C. Ray Holman, Chairman of the Board
                                and Chief Executive Officer



                              /s/  ROGER A. KELLER
                              ------------------------------------
                              Roger A. Keller, Vice President
                                and Secretary




STATE OF MISSOURI    )
                     ) ss
COUNTY OF ST. LOUIS  )

     C. Ray Holman, being duly sworn, deposes and says that he is
Chairman of the Board and Chief Executive Officer of Mallinckrodt
Inc., the corporation named and described in the foregoing
Certificate of Amendment; that he has read the foregoing Certificate
of Amendment and knows the contents thereof; and that the same are
true of his own knowledge, except as to the matters therein stated to
be alleged upon information and belief, and as to those matters he
believes them to be true.



                              /s/  C. RAY HOLMAN
                              ------------------------------------
                              C. Ray Holman, Chairman of the Board
                                and Chief Executive Officer

Sworn to before me this
30 day of October, 1998


---------------------------
      Notary Public

My commission expires: