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 March 31, 1999

                                       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. 
70,997,744 shares excluding 16,127,029 treasury shares as of
April 30, 1999.

<PAGE>

(*) Indicates registered trademark

PART  I.  FINANCIAL INFORMATION

Item  1.  Financial Statements (Unaudited).

The accompanying interim condensed consolidated financial statements
of Mallinckrodt Inc. (the Company or Mallinckrodt) do not include all
disclosures normally provided in annual financial statements.  These
financial statements, which should be read in conjunction with the
consolidated financial statements contained in Mallinckrodt's Annual
Report on Form 10-K/A No. 1 for the year ended June 30, 1998, are
unaudited but include all adjustments which Mallinckrodt's management
considers necessary for a fair presentation.  These adjustments
consist of normal recurring accruals except as discussed in Notes 1,
2 and 3 of the Notes to Condensed Consolidated Financial Statements. 
Interim results are not necessarily indicative of the results for the
fiscal year.  All references to years are to fiscal years ended June
30 unless otherwise stated.

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

<TABLE>
<CAPTION>
 
                                  Quarter Ended          Nine Months Ended
                                     March 31,                March 31,
                               ---------------------    ---------------------
                                 1999        1998         1999        1998
                               ---------   ---------    ---------   --------- 

<S>                            <C>         <C>          <C>         <C>
Net sales                      $ 675.0     $ 649.8      $1,902.9    $1,711.7

Operating costs and expenses:
  Cost of goods sold             359.1       344.6       1,025.1     1,016.2
  Selling, administrative and
   general expenses              176.1       190.5         530.7       486.6
  Purchased research and
   development                                                         306.3
  Research and development
   expenses                       38.1        42.3         109.4       106.7
  Other operating (income)
   expense, net                     .1        (5.2)         (5.2)       (7.5)
                               --------    --------     ---------   ---------
Total operating costs and
 expenses                        573.4       572.2       1,660.0     1,908.3
                               --------    --------     ---------   ---------

Operating earnings (loss)        101.6        77.6         242.9      (196.6)
Interest and other 
  nonoperating income
  (expense), net                   (.5)        1.6            .2        13.1
Interest expense                 (21.4)      (28.3)        (64.5)      (75.6)
                               --------    --------     ---------   ---------

Earnings (loss) from
  continuing operations
  before income taxes             79.7        50.9         178.6      (259.1)
Income tax provision              25.6        19.0          57.7        19.3
                               --------    --------     ---------   ---------

Earnings (loss) from
  continuing operations           54.1        31.9         120.9      (278.4)
Discontinued operations                       (4.0)         22.6        10.5
                               --------    --------     ---------   ---------

Earnings (loss) before
  cumulative effect of
  accounting change               54.1        27.9         143.5      (267.9)
Cumulative effect of
  accounting change                                                     (8.4)
                               --------    --------     ---------   --------- 

Net earnings (loss)               54.1        27.9         143.5      (276.3)
Preferred stock dividends          (.1)        (.1)          (.3)        (.3)
                               --------    --------     ---------   ---------  
Available for common
  shareholders                 $  54.0     $  27.8      $  143.2    $ (276.6)
                               ========    ========     =========   =========

Basic earnings per common
 share:
  Earnings (loss) from
   continuing operations       $   .76     $   .44      $   1.68    $  (3.83)
  Discontinued operations                     (.06)          .31         .14
  Cumulative effect of
   accounting change                                                    (.11)
                               --------    --------     ---------   ---------
  Net earnings (loss)          $   .76     $   .38      $   1.99    $  (3.80)
                               ========    ========     =========   =========
Diluted earnings per common
 share:
  Earnings (loss) from
   continuing operations       $   .75     $   .43      $   1.68    $  (3.83)
  Discontinued operations                     (.05)          .31         .14
  Cumulative effect of
   accounting change                                                    (.11)
                               --------    --------     ---------   ---------
  Net earnings (loss)          $   .75     $   .38      $   1.99    $  (3.80)
                               ========    ========     =========   =========

(See Notes to Condensed Consolidated Financial Statements on pages 4 through 7.)
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                 
                                                    March 31,     June 30,
                                                      1999          1998
                                                   ----------    ----------
<S>                                                <C>           <C>
Assets
Current assets:
  Cash and cash equivalents                         $   59.7      $   55.5
  Trade receivables, less allowances of
   $22.7 at March 31 and $16.7 at June 30              493.3         486.3
  Inventories                                          527.8         470.0
  Deferred income taxes                                110.1          95.2
  Other current assets                                  60.7          61.5
  Net current assets of discontinued operations                        4.8
                                                    ---------     --------- 
Total current assets                                 1,251.6       1,173.3

Investments and other noncurrent assets, less
  allowances of $8.4 at March 31 and $5.8
  at June 30                                            65.3         154.5
Property, plant and equipment, net                     878.6         894.9
Goodwill, net                                          955.6         987.0
Technology, net                                        343.1         364.3
Other intangible assets, net                           268.3         282.1
Net noncurrent assets of discontinued operations                      12.4
Deferred income taxes                                    4.4           4.6
                                                    ---------     ---------
Total assets                                        $3,766.9      $3,873.1
                                                    =========     =========

Liabilities and Shareholders' Equity
Current liabilities:
  Short-term debt                                   $  310.3      $  311.4
  Accounts payable                                     185.7         215.0
  Accrued liabilities                                  444.8         532.0
  Income taxes payable                                  85.0         122.3
  Deferred income taxes                                  1.2           1.4
                                                    ---------     --------- 
Total current liabilities                            1,027.0       1,182.1

Long-term debt, less current maturities                944.1         944.5
Deferred income taxes                                  403.0         396.2
Postretirement benefits                                169.3         169.2
Other noncurrent liabilities and deferred credits      180.0         175.2
                                                    ---------     --------- 
Total liabilities                                    2,723.4       2,867.2
                                                    ---------     ---------

Shareholders' equity:
  4 Percent cumulative preferred stock                  11.0          11.0
  Common stock, par value $1, authorized
   300,000,000 shares; issued 87,124,773 shares         87.1          87.1
  Capital in excess of par value                       314.1         315.2
  Reinvested earnings                                1,147.6       1,039.7
  Accumulated other comprehensive expense              (91.6)        (72.6)
  Treasury stock, at cost                             (424.7)       (374.5)
                                                    ---------     ---------    
Total shareholders' equity                           1,043.5       1,005.9
                                                    ---------     ---------
Total liabilities and shareholders' equity          $3,766.9      $3,873.1
                                                    =========     =========   

(See Notes to Condensed Consolidated Financial Statements on pages 4 through 7.)
</TABLE>

<PAGE>


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)


                                               Nine Months Ended
                                                   March 31,
                                              ---------------------   
                                                1999         1998
                                              ---------   ---------
Cash Flows - Operating Activities
Net earnings (loss)                            $143.5      $(276.3)
Adjustments to reconcile net earnings
  (loss) to net cash provided (used)
  by operating activities:
   Depreciation                                  93.4         91.9
   Amortization                                  63.5         57.9
   Postretirement benefits                         .1          6.0
   Gains on asset disposals                     (39.8)       (15.8)
   Deferred income taxes                         (3.1)       (30.5)
   Write-off of purchased research
    and development                                          308.3
   Sale of inventory stepped up to fair
    value at acquisition                                      75.4
   Write-off of pre-operating costs                           12.5
                                              ---------   ---------
                                                257.6        229.4
   Changes in operating assets and
    liabilities:
     Trade receivables                           (7.3)         3.7
     Inventories                                (59.5)       (26.8)
     Other current assets                         5.9         53.9
     Accounts payable, accrued liabilities
      and income taxes payable, net            (158.5)      (153.0)
     Other noncurrent liabilities and
      deferred credits                            5.2         26.9
     Other, net                                 (13.6)       (14.6)
                                              ---------   --------- 
Net cash provided by operating activities        29.8        119.5
                                              ---------   ---------

Cash Flows - Investing Activities
Capital expenditures                            (83.0)      (110.3)
Acquisition spending                             (3.5)    (1,790.3)
Proceeds from asset disposals                    72.9         29.6
Proceeds from redemption of investments          86.1          5.0
                                              ---------   --------- 
Net cash provided (used) by investing
  activities                                     72.5     (1,866.0)
                                              ---------   ---------

Cash Flows - Financing Activities
Increase in short-term debt                       3.1        616.4
Proceeds from long-term debt                                 404.7
Payments on long-term debt                       (8.0)        (3.9)
Issuance of Mallinckrodt common stock             2.5         17.0
Acquisition of treasury stock                   (60.0)        (9.7)
Dividends paid                                  (32.1)       (36.3)
Redemption of common stock purchase rights       (3.6)
                                              ---------   ---------   
Net cash provided (used) by financing
  activities                                    (98.1)       988.2
                                              ---------   ---------   
           
Increase (decrease) in cash and cash
  equivalents                                     4.2       (758.3)
Cash and cash equivalents at beginning
  of period                                      55.5        808.3
                                              ---------   ---------
Cash and cash equivalents at end of period     $ 59.7      $  50.0
                                              =========   =========

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

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

    The sale of Nellcor inventories, which were stepped up to fair    
    value in connection with the allocation of purchase price,        
    resulted in charges of $75.4 million, $46.7 million net of taxes  
    for the nine months ended March 31, 1998.  Of the pre-tax amount, 
    $74.4 million related to ongoing operations and the remainder     
    related to operations classified as discontinued operations.  In  
    addition, results for the quarter and nine months ended March 31, 
    1998 included Nellcor integration charges of $12.5 million, $8.3  
    million net of taxes, and $19.2 million, $12.6 million net of     
    taxes, respectively.

    During 1998, in connection with management's plan to integrate    
    Mallinckrodt and Nellcor into one company, the Company recorded   
    additional purchase liabilities of $50.1 million, $30.8 million   
    net of related tax benefit, which were included in the            
    acquisition cost allocation and related goodwill.  The principal  
    actions of the plan included Nellcor employee severance of $37.2  
    million, Nellcor employee relocation costs of $3.8 million and    
    the elimination of contractual obligations of Nellcor, which had  
    no future economic benefit, of $9.1 million.  Approximately $40.6 
    million of cash expenditures have been incurred through March 31, 
    1999 and liabilities of $9.5 million related to the Nellcor       
    integration plan remained in accrued liabilities at March 31,     
    1999.  The majority of the remaining cash expenditures are        
    expected to occur in 1999.  Any reductions in the estimated       
    liability for these integration activities would be offset        
    against the related goodwill.

    During 1998, the Company recorded a pretax charge of $19.1        
    million associated with exiting certain activities related to     
    Mallinckrodt operations that were identified in the Nellcor       
    integration plan.  The charge included $17.1 million related to   
    Mallinckrodt employee severance costs and facility exit costs of  
    $2.0 million.  Approximately $11.0 million of cash expenditures   
    have been incurred through March 31, 1999.  The majority of the   
    remaining cash expenditures are expected to occur in 1999 and no  
    material adjustments to the original reserve are anticipated.
 
2.  The Company sold certain chemical additive product lines in the   
    second quarter of 1998.  In the fourth quarter of 1998, the       
    Company sold its catalyst business and Aero Systems division.  In 
    June 1998, the Company committed to the sale of the remaining     
    chemical additives business of the catalysts and chemical         
    additives division, and closing of the sale occurred on July 31,  
    1998.  The transaction resulted in a $37.0 million gain on sale,  
    $22.6 million net of taxes, which was included in discontinued    
    operations for the nine months ended March 31, 1999.  Earnings    
    from operations were zero for the one month of operations.        
    Included in discontinued operations for the nine months ended     
    March 31, 1998 are the earnings from operations of the catalysts  
    and chemical additives and Aero Systems divisions, which included 
    $12.1 million of after-tax earnings from operations, $2.6 million 
    of after-tax acquisition accounting charges, and a gain of $8.9   
    million after taxes resulting from the sale of chemical additive  
    product lines, offset by a one-time, after-tax charge of $7.9     
    million related to settlement costs from the June 30, 1997 sale   
    of the animal health segment.

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

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

    The liability phase of the case was tried to a jury in August     
    1997 and the verdict was that the Company's blankets infringe     
    certain Augustine patents under the doctrine of equivalents, but  
    do not literally infringe the patents.  There was also a finding  
    of no willful infringement.  On September 22, 1997, the jury      
    awarded damages in the amount of $16.8 million for the period     
    ended September 30, 1997 and the judge put in place an injunction 
    which stopped the Company from manufacturing and selling blankets 
    in the United States.  The Company appealed the jury verdicts of  
    liability and damages to the Court of Appeals for the Federal     
    Circuit (a special court for patent appeals that does not involve 
    a jury).  The Court of Appeals has stayed the injunction pending  
    the outcome of the Company's appeal, and the Company continues to 
    sell and manufacture blankets in the United States.  With the     
    advice of outside counsel, the Company believes there was         
    insufficient evidence of equivalents presented and, consequently, 
    for this and other reasons the verdicts were in error.  The       
    Company has worked vigorously in the Appeals Court to overturn    
    the verdicts and believes that it has strong arguments that its   
    blankets do not infringe Augustine's patents.  Based on all the   
    facts available to management, the Company believes that it is    
    reasonably possible but not probable that the jury verdict and    
    the trial court injunction will be upheld on appeal.  If damages  
    were assessed in the same manner as determined by the jury for    
    sales subsequent to September 30, 1997 plus interest on the       
    estimated total, the total liability would approximate $30.3      
    million at March 31, 1999.  The Company has not recorded an       
    accrual for payment of the damages, because an unfavorable        
    outcome in this litigation is, in management's opinion,           
    reasonably possible but not probable.  See Part II, Item 1 "Legal 
    Proceedings" for additional information about this and related    
    claims by Augustine against the Company.

5.  The Company is subject to various investigations, claims and      
    legal proceedings covering a wide range of matters that arise in  
    the ordinary course of its business activities.  In addition, the 
    Company is in varying stages of active investigation or           
    remediation of alleged or acknowledged contamination at 23        
    currently or previously owned or operated sites and at 15 off-    
    site locations where its waste was taken for treatment or         
    disposal.  See Part II, Item 1 "Legal Proceedings" for additional 
    information about legal proceedings involving the Company.

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

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

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

<TABLE>
<CAPTION>

  
                                  Quarter Ended           Nine Months Ended     
                                      March 31,                  March 31,
                               ---------------------     ---------------------
                                 1999         1998         1999         1998
                               --------     --------     --------     --------  
    <S>                        <C>          <C>          <C>          <C>
    Numerator:
     Earnings (loss)
      from continuing
      operations               $ 54.1       $ 31.9       $120.9       $(278.4)
     Preferred stock
      dividends                   (.1)         (.1)         (.3)          (.3)
                               --------     --------     --------     --------
     Numerator for basic
      and diluted earnings
      (loss) per share--
      income (loss)
      available to common
      shareholders             $ 54.0       $ 31.8       $120.6       $(278.7)
                               ========     ========     ========     ========

    Denominator:
     Denominator for
      basic earnings (loss)
      per share--weighted-
      average shares       71,301,412   73,080,647   71,858,140    72,837,966
     Potential dilutive
      common shares--
      employee stock
      options                 296,611      695,921      204,136
                           ----------   ----------   ----------    ----------   
     Denominator for
      diluted earnings
      (loss) per share--
      adjusted weighted-
      average shares       71,598,023   73,776,568   72,062,276    72,837,966
                           ==========   ==========   ==========    ==========

    Basic earnings (loss)
     from continuing
     operations per common
     share                      $ .76        $ .44       $ 1.68       $ (3.83)
                                =====        =====       ======       ======== 
    Diluted earnings (loss)
     from continuing
     operations per common
     share                      $ .75        $ .43       $ 1.68       $ (3.83)
                                =====        =====       ======       ========
</TABLE>

    The diluted share base for the nine months ended March 31, 1998   
    excluded incremental shares related to employee stock options of  
    719,496.  These shares were excluded due to their antidilutive    
    effect as a result of the Company's loss from continuing          
    operations during this period.

7.  The components of inventory included the following as of
    March 31, 1999:
    (In millions)

    Raw materials and supplies               $244.6
    Work in process                            55.4
    Finished goods                            227.8
                                             ------
                                             $527.8
                                             ====== 

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

                                              March 31,    June 30,
                                                1999         1998
                                             ----------   ----------  
     Common stock                            16,164,451   13,941,638
     4 Percent cumulative preferred stock         1,670        1,670

9.  In February 1999, the Board of Directors of the Company approved  
    the redemption of the Company's non-voting common stock purchase  
    rights at the redemption price of five cents per right effective  
    March 15, 1999.

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

                                                     1999      1998
                                                    ------    ------  
    Interest paid                                   $ 71.8    $ 65.3
    Income taxes paid                                113.8      67.8
    Noncash investing and financing activities:
      Issuance of stock for investment plan match      6.0       9.8
      Restricted stock and directors' plan awards       .1      10.1
      Assumption of liabilities related to an
        acquisition                                     .5     452.5
      Principal amount of debt assumed by buyer
        related to a divestiture                                 1.0

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

<TABLE>
<CAPTION>


  
                                  Quarter Ended           Nine Months Ended     
                                      March 31,                  March 31,
                               ---------------------     ---------------------
                                 1999         1998          1999        1998
                               --------     --------     ---------    --------  
    <S>                        <C>          <C>          <C>          <C>
    Net Earnings (loss)        $ 54.1       $ 27.9       $143.5       $(276.3)
    Other comprehensive
     income/(expense):
      Currency translation
       adjustment               (28.0)       (10.3)       (15.3)        (26.1)
      Net unrealized gain
       (loss) on investment
       securities                 (.5)         1.5         (5.9)           .1
      Tax benefit related to
       items of other
       comprehensive income        .2                       2.2
                               -------      -------     --------      --------
    Other comprehensive
     expense, net of tax        (28.3)        (8.8)       (19.0)        (26.0)
                               -------      -------     --------      --------
    Total comprehensive
     income (loss)             $ 25.8       $ 19.1      $ 124.5       $(302.3)
                               =======      =======     ========      ========
</TABLE>

As of March 31, 1999, the cumulative balances for currency
translation adjustment loss and the unrealized loss on investment
securities were $86.4 million and $5.2 million, respectively.

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

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

Results of Operations

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

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

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

<PAGE>

General
-------
The Company recorded earnings from continuing operations and net
earnings of $54.1 million, or 75 cents per share for the quarter
ended March 31, 1999.  Earnings from continuing operations for the
same quarter last year were $40.2 million, or 54 cents per share,
before charges related to the integration of Nellcor.  With those
charges, the Company recorded earnings from continuing operations in
the third quarter of 1998 of $31.9 million, or 43 cents per share. 
Integration charges for the quarter ended March 31, 1998 were $12.5
million, $8.3 million net of taxes.  Net earnings for the third
quarter of 1998 were $27.9 million, or 38 cents per share.  Net
earnings for the third quarter in 1998 included a loss from
discontinued operations of $4.0 million, or 5 cents per share
representing a one-time, after-tax charge of $7.9 million related to
settlement costs from the June 30, 1997 sale of the animal health
segment and a $1.2 million charge related to the sale of chemical
additive product lines in the second quarter of 1998, offset by $5.1
million of after-tax earnings from operations of the catalysts and
chemical additives and Aero Systems divisions which were reclassified
to discontinued operations in 1998.  Net sales for the quarter ended
March 31, 1999 were $675.0 million or 4 percent greater as compared
to $649.8 million for the same period a year earlier.

For the nine months ended March 31, 1999, the Company recorded
earnings from continuing operations of $120.9 million, or $1.68 per
share.  For the same period of 1998, the Company recorded a loss from
continuing operations of $278.4 million, or a loss of $3.83 per
share.  The loss included pretax acquisition and integration charges
of $399.9 million associated with the Nellcor acquisition.  These
charges included a one-time charge of $306.3 million for the write-
off of purchased research and development at the date of acquisition,
which had no offsetting tax benefit, a cost of goods sold charge of
$74.4 million, $46.1 million net of taxes recognized during the first
and second quarters related to the sale of inventories stepped up to
fair value, and a charge related to integration activities of $19.2
million, $12.6 million net of taxes.  Excluding the acquisition and
integration charges, earnings from continuing operations for the
first nine months of 1998 were $86.6 million, or $1.17 per share.

Net earnings for the first nine months of 1999 were $143.5 million,
or $1.99 per share.  This result included a gain of $22.6 million, or
31 cents per share, on the sale of the remaining chemical additives
business of the catalysts and chemical additives division, which was
reclassified to discontinued operations in 1998.  For the first nine
months of 1998, the Company recorded a net loss of $276.3 million, or
$3.80 per share.  In addition to the loss from continuing operations
in 1998 discussed above, the Company recorded earnings from
discontinued operations of $10.5 million, or 14 cents per share,
representing the earnings from operations of the catalysts and
chemical additives and Aero Systems divisions, which included $12.1
million of after-tax earnings from operations, $2.6 million of after-
tax acquisition accounting charges, and a gain of $8.9 million after
taxes resulting from the sale of chemical additive product lines,
offset by a one-time, after-tax charge of $7.9 million related to
settlement costs from the June 30, 1997 sale of the animal health
segment.  In addition, the net loss for the period ended
March 31, 1998 included an after-tax charge of $8.4 million, or 11
cents per share related to the cumulative effect of an accounting
change discussed in Note 3 of the Notes to Condensed Consolidated
Financial Statements.

Net sales for the first nine months of 1999 were $1.9 billion, up 11
percent from the $1.7 billion in the same period last year, which
included only seven months of operations of Nellcor.  Sales to
customers outside the United States during the nine months ended
March 31, 1999 were $616 million, or 32 percent of total sales.

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

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

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

<TABLE>
<CAPTION>
                                   Quarter Ended         Nine Months Ended     
                                     March 31,                March 31,
                               --------------------     ---------------------    
                                 1999        1998         1999        1998     
                               --------    --------     ---------   ---------
<S>                            <C>         <C>          <C>         <C>
Net Sales
  Respiratory                  $ 302.5     $ 286.0      $  849.0    $  703.6 
  Imaging                        190.7       190.9         568.8       557.3
  Pharmaceuticals                181.8       172.9         485.1       450.8
                               --------    --------     ---------   ---------
                               $ 675.0     $ 649.8      $1,902.9    $1,711.7
                               ========    ========     =========   =========

Operating earnings (loss)
  Respiratory                  $  41.0     $  26.1      $   97.7    $   77.3
  Imaging                         31.1        38.9          90.6        88.0
  Pharmaceuticals                 35.5        30.7          73.1        56.2
                               --------    --------     ---------   ---------
                                 107.6        95.7         261.4       221.5
  Corporate expense               (6.0)       (5.6)        (18.5)      (18.2)
                               --------    --------     ---------   ---------
                                 101.6        90.1         242.9       203.3
  Acquisition and integration
   charges                                   (12.5)                   (399.9)
                               --------    --------     ---------   ---------
                               $ 101.6     $  77.6      $  242.9    $ (196.6)
                               ========    ========     =========   =========

</TABLE>

Operating earnings for the quarter ended March 31, 1999 were $101.6
million, which is a 13 percent improvement over the $90.1 million
recorded in the same period of last year before the inclusion of
integration charges associated with the acquisition of Nellcor which
were discussed previously.  Operating earnings for the first nine
months of 1999 were $242.9 million, or 19 percent greater than those
reported for the first nine months of 1998 before acquisition and
integration charges.

The Respiratory Group, of which Nellcor is now a part, had sales for
the quarter ended March 31, 1999 of $302.5 million, or 6 percent
greater than the sales recorded for the same period last year.  The
year-to-year sales improvement was attributable to volume growth of 4
percent or $10 million, and pricing and exchange rate changes each
added one percent.  The volume growth of pulse oximetry, ventilation,
service, blood analysis, and anesthesiology and respiratory
disposables as a group exceeded 9 percent.  Sleep, portable
ventilation and other product lines had a volume decline primarily
due to delayed product introductions and competitive pressures
associated with cost reimbursement on existing products in these
businesses.  These pressures will continue until the new products are
introduced over the next several quarters.  Operating earnings of
this Group for the third quarter were $41.0 million, or 57 percent
greater than the $26.1 million reported in the comparable period of
1998.  The year-to-year operating earnings improvement is primarily
attributable to the higher sales volumes which occurred in those
product lines generating the highest margins, and lower expenses.

For the first nine months of 1999, Respiratory Group sales increased
21 percent over the same period of last year.  The prior year
included only seven months of Nellcor sales and operating results. 
The Group's sales increase of $145.4 million was attributable to
volume growth of 21 percent, of which 14 percent was due to the
inclusion of only seven months of Nellcor revenue in 1998 and 12
percent was due to volume growth for pulse oximetry, ventilation,
service, blood analysis, and anesthesiology and respiratory
disposables as a group, partially offset by price declines and lower
volumes in sleep, portable ventilation and other product lines for
the reasons discussed above.  Operating earnings for the Respiratory
Group for the first nine months of 1999 were $97.7 million, or 26
percent above the prior year-to-date results of operations. 

The Imaging Group had sales for the quarter ended March 31, 1999 of
$190.7 million, compared with $190.9 million for the comparable prior
year period.  Sales increases attributable to volume increases in all
product lines of 5 percent or $10 million were more than offset by
the decline in x-ray contrast media selling prices.  Operating
earnings for the three-month period ended March 31, 1999 were $31.1
million, or 20 percent below the comparable prior year period
primarily as a result of selling price reductions in x-ray contrast
media.

The Imaging Group's year-to-date sales were $568.8 million, or 2
percent above the sales for the same nine-month period last year. 
The sales growth is primarily attributable to a $22 million increase
in sales of nuclear medicine products.  All major product lines
contributed to a year-to-date sales volume increase of 6 percent,
which was partially offset by price erosion in x-ray contrast media. 
Although price declines in the x-ray contrast media portion of the
business were a less significant factor in the Group's results for
the six months ended December 31, 1998 as compared to the comparable
prior year period, x-ray contrast media price declines for the three
months ended March 31, 1999 were 14 percent as compared to prior year
results, and this trend will continue in the fourth quarter of 1999
and into next year. Operating earnings for the first nine months of
1999 were $90.6 million, which is a 3 percent improvement as compared
to the same period in the prior year.  

The Pharmaceuticals Group's sales for the quarter ended March 31,
1999 were $181.8 million, or 5 percent above sales in the comparable
prior year period of $172.9 million.  The sales increase of $8.9
million was primarily attributable to volume increases in dosage
narcotics of $8 million.  Operating earnings for this Group were
$35.5 million, or 16 percent greater than those recorded in the
comparable period last year.  The operating earnings improvement was
primarily attributable to increased sales volumes of higher margin
narcotic products.

The Pharmaceuticals Group's sales for the nine-month period ended
March 31, 1999 were $485.1 million, or 8 percent above the revenues
generated during the comparable period last year.  The sales increase
of $34.3 million was primarily attributable to volume increases in
narcotics of $32 million, which is an increase of 24 percent.  Sales
volumes of acetaminophen and laboratory and microelectronic chemicals
declined 6 percent and 5 percent, respectively.  The decline in
acetaminophen sales is due to a late flu season in the U.S., while
the decline in laboratory and microelectronic chemicals is primarily
attributable to the weakness in the microchip industry.  Price
generated a 2 percent increase in sales for the Group when compared
with the first nine months of last year.  Operating earnings for the
first nine months of 1999 were $73.1 million, or 30 percent above the
comparable prior year results of operations primarily as a result of
increased sales.

Corporate Matters

Corporate expense was up 7 percent and 2 percent for the quarter ended
March 31, 1999 and first nine months of the year compared to the
respective prior year periods.

Interest and other nonoperating income, net was $.2 million for the
first nine months of 1999, and $13.1 million for the same period last
year.  In the prior year, the Company generated interest income on
cash proceeds from 1997 divestitures invested in interest bearing
securities.  These cash equivalents were utilized to acquire Nellcor
at the end of August 1997.

The Company's effective tax rates were 32.1 percent and 37.3 percent
for the three-month periods ended March 31, 1999 and 1998,
respectively.  The Company's effective tax rate for the first nine
months of 1999 was 32.3 percent.  For the first nine months of the
prior year, the Company had a loss from continuing operations of
$278.4 million including the one-time noncash write-off of purchased
research and development of $306.3 million, which had no tax benefit.

Financial  Condition

The Company's financial resources are expected to continue to be
adequate to support existing businesses.  Since June 30, 1998, cash
and cash equivalents increased $4.2 million.  Operations provided
$29.8 million of cash, while capital spending totaled $83.0 million. 
The Company received $72.9 million in proceeds from asset disposals
and $86.1 million in proceeds from redemption of investments.  The
Company's current ratio at March 31, 1999 was 1.2:1.  Debt as a
percentage of invested capital was 54.6 percent.

In December 1997, the Company filed a $500 million shelf debt
registration statement which was been declared effective on May 4,
1999.

At March 31, 1999, the Company has a $1.0 billion private placement
commercial paper program.  The program is backed by a $1.0 billion
revolving credit facility expiring September 12, 2002.  The revolving
credit facility was reduced from $1.6 billion to $1.0 billion in
September 1998.  There was no borrowing outstanding under the
revolving credit facility at March 31, 1999.  Commercial paper
borrowings under this program were $290.2 million as of March 31,
1999.  Non-U.S. lines of credit totaling $171.3 million were also
available, and borrowings under these lines amounted to $16.7 million
at March 31, 1999.  The non-U.S. lines are cancelable at any time.

The Company's Board of Directors previously authorized repurchase of
47 million shares of common stock and additional repurchases not to
exceed cash outlays of $250 million.  Share repurchases under these
authorizations have totaled 39.4 million shares, including 2.6
million shares during the nine months ended March 31, 1999.

Estimated capital spending for the year ending June 30, 1999 is
approximately $135 million.

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

Mallinckrodt has developed and is implementing a comprehensive
program to address the Year 2000 issue.  The program has four major
focus areas:  information technology systems; non-information
technology systems; products; and key supplier and business partners. 
Overall, the Company has completed its assessment in the above
described areas, and has substantially completed required
modifications, replacements or conversions.

Information technology systems are hardware and software which
support business applications.  Year 2000 compliance for these
systems included modification and testing of existing systems and
replacement of certain systems with new technologies.  Required
modifications and replacements and testing thereof are substantially
completed.

Non-information technology systems (embedded systems) are used in
research and development, manufacturing processes and facility
management systems.  All remediation decisions for critical items are
complete and implementation of modifications and replacements deemed
appropriate are complete.

Compliance status and applicable remediation steps for currently and
previously marketed products have been communicated via the Internet
using a dedicated web page.  Modifications necessary to achieve
remediation for such products are available to customers in
accordance with the above communicated remediation steps.

The Company is also assessing the readiness of its key suppliers and
business partners to be Year 2000 compliant.  Information requests
have been distributed and responses received from virtually all those
queried.  To augment these evaluations, more detailed reviews of
certain key suppliers and business partners are being conducted. 
This part of the program is over 90 percent complete and, to date, no
matters have been identified from the replies received that would
appear to materially affect the operations of the Company's
businesses.

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

The program to address Year 2000 has been underway since February
1997.  Both internal and external resources are being used to assess
and modify or replace non-compliant technologies, and to
appropriately test Year 2000 modifications and replacements.  The
program is being funded through operating cash flows.  The pretax
costs incurred for this effort were approximately $7 million and $1
million in 1998 and 1997, respectively.  The Company anticipates
expenses of approximately $10 million will be incurred in 1999 to
substantially complete the effort.  In 2000, the Company anticipates
an additional $2 million in pretax costs for program management and
to complete monitoring and evaluations of key suppliers and business
partners, program verification and contingency planning.

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

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

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

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

The Company's European sales offices and various manufacturing and
distribution facilities affected by the euro conversion have
established plans to address the systems issues raised by the euro
currency conversion.  The Company's legacy currency systems, which
have multi-currency functionality, were modified at minimal expense
to enable them to process euro transactions effective January 1,
1999.  The Company believes the cost of converting the information
technology and other systems to the euro will not be significant, and
that such conversions will be completed on a timely basis prior to
any anticipated negative impact on the Company's operations.  The
Company is cognizant of the potential business implications of
converting to a common currency; however, it is unable to determine,
at this time, the ultimate financial impact of the conversion on its
operations, if any, given that the impact will be dependent upon the
competitive situations which exist in the various regional markets in
which the Company participates and the potential actions which may or
may not be taken by the Company's competitors and suppliers.

Mallinckrodt believes converting to the euro will have no material
impact on the Company's currency exchange cost and/or risk exposure,
continuity of contracts or taxation.

Item  3.  Quantitative and Qualitative Disclosures About Market Risk.

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

PART II.  OTHER INFORMATION

Item  1.   Legal Proceedings.

The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the
ordinary course of its business activities.  In addition, in
connection with laws and regulations pertaining to the protection of
the environment, the Company is actively involved in the
investigation or remediation of alleged or acknowledged contamination
at 23 currently or previously owned or operated sites and at 15 off-
site locations where its waste was taken for treatment or disposal. 
These actions are in various stages of development and generally
include demands for reimbursement of previously incurred costs, or
costs for future investigation and/or for remedial actions.  In many
instances, the dollar amount of the claim is not specified.  For some
sites, other potentially responsible parties may be jointly and
severally responsible, along with the Company, to pay for any past
remediation and other related expenses.  For other sites, the Company
may be solely responsible for remediation and related costs.  The
Company anticipates that a portion of these costs will be covered by
insurance or third party indemnities.  A number of the currently
pending matters relate to historic and formerly owned operations of
the Company.  Each of these matters is subject to various
uncertainties, and it is possible that some of these matters will be
decided unfavorably against the Company.

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

The following is a brief discussion of material developments in
proceedings previously reported in the Company's Annual Report on
Form 10-K for the year ended June 30, 1998, as amended by the
Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1998 and December 31, 1998.

Previously Reported Environmental Matters
-----------------------------------------
Animal Health Business Properties - The Company transferred several
facilities to Schering-Plough Corporation (S-P) as part of the sale
of the Company's animal health business in June 1997, including
facilities in the following South American locations:  Buenos Aires,
Argentina; Cotia, Brazil; Itu, Brazil; Cali, Colombia; and Luque,
Paraguay.  During the baseline study performed in connection with the
sale, chemical constituents were identified at these sites.  Based on
the information obtained upon completion of the baseline study, S-P
determined that it needed to further delineate the extent of any
potential contamination.  S-P provided copies of proposed
investigations to the Company in late March 1999.  The Company has
hired outside consultants to assist it in evaluating the
environmental requirements of the various countries to determine if
additional investigation and/or remediation is necessary or required. 
The Company does not necessarily agree that additional delineation
and/or investigation is necessary.  The Company is reviewing the
delineation proposals made by S-P and plans to provide comments.

Springville, UT - Approval of the Revised Resource Conservation
Recovery Act Facility Investigation Work Plan for this site, which
was submitted to the Utah Department of Environmental Quality in
December 1998, has been delayed.

The trial date for the case styled Don Henrichsen, et al v. The
                                   ----------------------------  
Ensign Bickford Company, et al, which is pending in the U.S. District 
------------------------------
Court for the District of Utah, has been reset for December 1999. 
The trial was previously scheduled to begin in August 1999.

Ensign-Bickford Industries, Inc. and The Ensign Bickford Company
(jointly called, EBI) and the Company have received three additional
complaints by nearby residents alleging personal property and
property damage from migration of contaminants from facility
operations.  All of the lawsuits have been filed in the U.S. District
Court for the District of Utah.  The lawsuits are styled as follows: 
Howard Ruff and Kay Ruff v. Ensign-Bickford Industries, Inc., et al
--------------------------------------------------------------------
(filed February 26, 1999);  Charles Bates and Ellen Bates v. Ensign-
                            ----------------------------------------
Bickford Industries, Inc., et al (filed March 9, 1999); and Rodney
--------------------------------                            ------
Petersen and Marilyn Petersen v. Ensign-Bickford Industries, Inc. 
-----------------------------------------------------------------
(filed April 15, 1999).  These suits allege that the Company and
EBI's actions in operating the facility caused injury.  Answers are
due in the Ruff, Bates, and Petersen complaints in early May 1999.  
           ----- ------     -------- 
The Company and EBI are jointly defending these actions.

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

     Sonus Litigation - The United States Patent Office reexamination 
     proceedings have concluded with the Patent Office confirming     
     patentability of some of the claims in the Sonus                 
     Pharmaceuticals, Inc. patents under reexamination.  The District 
     Court has now lifted the stay and pretrial discovery has         
     resumed.  Trial is scheduled for February 2000.  The Company     
     will continue to challenge validity of the Sonus patents in this 
     litigation.

     DuPont/ImaRx Litigation -  Molecular Biosystems, Inc. (MBI), and 
     its marketing partner, Mallinckrodt, were charged with patent    
     infringement of U.S. Patent No. 5,547,656 by ImaRx               
     Pharmaceutical Corp. (ImaRx) and its marketing partner, DuPont   
     Pharmaceuticals (DuPont), for selling OPTISON(*) ultrasound      
     contrast agent, in a suit filed on May 3, 1999 in the U.S.       
     District Court for the District of Delaware.  As previously      
     reported, Mallinckrodt and MBI filed an action against ImaRx and 
     DuPont to declare this patent invalid or not infringed in the    
     U.S. District Court for the District of Columbia in July 1997,   
     but that action was dismissed on jurisdictional grounds. Since   
     that time, the patent has undergone reexamination in the United  
     States Patent Office with the Patent Office recently confirming  
     patentability of the claims of the patent.  MBI and Mallinckrodt 
     will vigorously defend on the grounds of invalidity and non-     
     infringement.

Augustine Medical, Inc. -

     Europe - Trial of the action filed by Augustine Medical, Inc. in 
     the District Court of The Hague, the Netherlands occurred on     
     December 4, 1998.  A decision by the Court that the Company did  
     not infringe Augustine's patents was announced in February 1999.

     United States - The Company continues to expect a decision by    
     the Court of Appeals for the Federal Circuit in the second       
     quarter of calendar year 1999.

Item  2.  Changes in Securities and Use of Proceeds.

On February 17, 1999, the Company announced the redemption of the
rights granted under the Rights Agreement, dated February 19, 1996,
as amended as of September 2, 1998, between the Company and the First
National Bank of Chicago, as Rights Agent.  Each outstanding share of
Mallinckrodt common stock represented one right.  Shareholders of
record on March 15, 1999 were paid five cents per right on March 31,
1999.  As of the date hereof, no rights are issued and outstanding.

Item  3.  Defaults Upon Senior Securities.

Not applicable.

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

Not applicable.

Item  5.  Other Information.

Not applicable.

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

(a)  Exhibits

Exhibit
Number                          Description
-------   ----------------------------------------------------------  
                   
4.2 (c)   Form 8-A/A filed on February 17, 1999 pursuant to Section   
          12(b) of the Securities Exchange Act of 1934, reflecting    
          the redemption of the rights granted under the Rights       
          Agreement, dated as of February 19, 1996, as amended as of  
          September 2, 1998, between Mallinckrodt and the First       
          National Bank of Chicago, as Rights Agent (incorporated     
          herein by reference to Amendment to Registration Statement  
          on Form 8-A/A dated February 17, 1999).

27        Financial data schedule for the quarter ended March 31,     
          1999 (filed with this electronic submission)

(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 February 17, 1999 under Item 5 regarding the          
   redemption of the common stock rights plan.

-  Report dated April 29, 1999 under Item 5 regarding the transfer of 
   the manufacture of OPTISON(*) from Molecular Biosystems, Inc.      
   (MBI) to Mallinckrodt, and the extension of Mallinckrodt's         
   responsibility for funding clinical trials.

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

SIGNATURES

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


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

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

DATE: May 7, 1999