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

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

                             FORM 10-Q/A No. 1

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

             For the quarterly period ended September 30, 1998

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

                       Commission file number 1-483
                       
                     --------------------------------                 
     

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

                                                                      
           New York                                  36-1263901       
(State or other jurisdiction of                   (I.R.S. Employer    
 incorporation or organization)                  Identification No.)  


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

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

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

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

           Applicable Only To Issuers Involved In Bankruptcy
              Proceedings During The Preceding Five Years:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.  Yes  .  No  .

                  Applicable Only To Corporate Issuers:
     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date. 
71,341,966 shares excluding 15,774,323 treasury shares as of
October 31, 1998.

<PAGE>

This Form 10-Q/A No. 1 is hereby filed with respect to that certain
Quarterly Report on Form 10-Q for the three months ended September
30, 1998 of Mallinckrodt Inc. filed with the Securities and Exchange
Commission on November 10, 1998 (the Form 10-Q).  Part I, Items 1 and
2 "Financial Information" and Part II, Item 6 "Exhibits and Reports
on Form 8-K" of the Form 10-Q are hereby amended and restated in
their entirety due to the change in the amount of the purchase price
of Nellcor Puritan Bennett Incorporated that was allocated to
purchased research and development and to provide additional
disclosures as follows.

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited).

The accompanying interim condensed consolidated financial statements
of Mallinckrodt Inc. (the Company or Mallinckrodt) do not include all
disclosures normally provided in annual financial statements.  These
financial statements, which should be read in conjunction with the
consolidated financial statements contained in Mallinckrodt's 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)                               
                                                                      
                                               Three Months Ended
                                                  September 30,
                                              ---------------------   
                                                1998         1997
                                              --------     --------
Net sales                                     $ 591.2      $ 454.6
Operating costs and expenses:
  Cost of goods sold                            318.3        275.8
  Selling, administrative and
   general expenses                             172.4        119.0
  Purchased research and development                         306.3
  Research and development expenses              33.9         27.7
  Other operating income, net                                 (1.5)
                                              --------     --------
Total operating costs and expenses              524.6        727.3
                                              --------     --------
Operating earnings (loss)                        66.6       (272.7)
Interest and other nonoperating
 income, net                                       .9          9.2
Interest expense                                (20.6)       (18.3)
                                              --------     --------
Earnings (loss) from continuing
 operations before income taxes                  46.9       (281.8)
Income tax provision                             15.2          9.1
                                              --------     --------
Earnings (loss) from continuing operations       31.7       (290.9)
Discontinued operations                          22.6
                                              --------     --------
Earnings (loss) before cumulative effect
 of accounting change                            54.3       (290.9)
Cumulative effect of accounting change                        (8.4)
                                              --------     --------
Net earnings (loss)                              54.3       (299.3)
Preferred stock dividends                         (.1)         (.1)
                                              --------     --------
Available for common shareholders             $  54.2      $(299.4)
                                              ========     ========

Basic earnings per common share:
  Earnings (loss) from continuing
   operations                                 $   .43      $ (4.02)
  Discontinued operations                         .31
  Cumulative effect of accounting change                      (.11)
                                              --------     --------
  Net earnings (loss)                         $   .74      $ (4.13)
                                              ========     ========

Diluted earnings per common share:
  Earnings (loss) from continuing
   operations                                 $   .43      $ (4.02)
  Discontinued operations                         .31
  Cumulative effect of accounting change                      (.11)
                                              --------     --------
  Net earnings (loss)                         $   .74      $ (4.13)
                                              ========     ========

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

<PAGE>

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

                                          September 30,    June 30, 
                                              1998           1998
                                          -------------   ----------
Assets

Current assets:
  Cash and cash equivalent                   $   58.1      $   55.5
  Trade receivables, less allowances
   of $18.3 at September 30 and $16.7
   at June 30                                   452.1         486.3
  Inventories                                   505.6         470.0
  Deferred income taxes                         108.9          95.2
  Other current assets                           69.3          61.5
  Net current assets of discontinued
   operations                                                   4.8
                                             ---------     --------- 
Total current assets                          1,194.0       1,173.3
Investments and other noncurrent assets,
 less allowances of $6.2 at September 30
 and $5.8 at June 30                            154.7         154.5
Property, plant and equipment, net              903.3         894.9
Goodwill, net                                   980.3         987.0
Technology, net                                 351.1         364.3
Other intangible assets, net                    284.5         282.1
Net noncurrent assets of discontinued
 operations                                                    12.4
Deferred income taxes                             4.8           4.6
                                             ---------     ---------
Total assets                                 $3,872.7      $3,873.1
                                             =========     =========


Liabilities and Shareholders' Equity
Current liabilities:
  Short-term debt                            $  373.1      $  311.4
  Accounts payable                              181.1         215.0
  Accrued liabilities                           468.9         532.0
  Income taxes payable                          114.5         122.3
  Deferred income taxes                           4.0           1.4
                                             ---------     ---------
Total current liabilities                     1,141.6       1,182.1


Long-term debt, less current maturities         944.4         944.5
Deferred income taxes                           401.8         396.2
Postretirement benefits                         170.8         169.2
Other noncurrent liabilities
 and deferred credits                           183.2         175.2
                                             ---------     ---------
Total liabilities                             2,841.8       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 87,116,289
   shares                                        87.1          87.1
  Capital in excess of par value                314.9         315.2
  Reinvested earnings                         1,082.0       1,039.7
  Accumulated other comprehensive expense       (53.7)        (72.6)
  Treasury stock, at cost                      (410.4)       (374.5)
                                             ---------     ---------
Total shareholders' equity                    1,030.9       1,005.9
                                             ---------     ---------
Total liabilities and shareholders' equity   $3,872.7      $3,873.1
                                             =========     =========

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

<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

                                               Three Months Ended
                                                  September 30,
                                              ---------------------   
                                                1998         1997
                                              --------    ---------
Cash Flows - Operating Activities
Net earnings (loss)                           $  54.3     $  (299.3)
Adjustments to reconcile net earnings
 (loss) to net cash provided (used)
  by operating activities:
   Depreciation                                  28.8          25.5
   Amortization                                  20.9          12.6
   Postretirement benefits                        1.7           3.3
   (Gains)/losses on asset disposals            (37.4)           .1
   Deferred income taxes                         (7.4)         (8.7)
   Write-off of purchased research
    and development                                           308.3
   Sale of inventory stepped up to
    fair value at acquisition                                  18.8
   Write-off of pre-operating costs                            12.5
                                              --------    ----------  
                                                 60.9          73.1

   Changes in operating assets and
    liabilities:
     Trade receivables                           41.5          33.8
     Inventories                                (33.5)        (17.4)
     Other current assets                         (.8)         43.0
     Accounts payable, accrued liabilities
      and income taxes payable, net            (112.1)       (152.9)
     Other noncurrent liabilities and
      deferred credits                            6.0          18.4
     Other, net                                   6.7           2.0
                                              --------    ---------- 
Net cash provided (used) by operating
 activities                                     (31.3)           .0
                                              --------    ----------

Cash Flows - Investing Activities
Capital expenditures                            (27.3)        (30.3)
Acquisition spending                                       (1,734.6)
                                              --------    ----------
Proceeds from asset disposals                    55.1           1.3
Net cash provided (used) by investing
 activities                                      27.8      (1,763.6)
                                              --------    ----------
Cash Flows - Financing Activities
Increase in short-term debt                      60.5       1,091.8
Proceeds from long-term debt                       .2            .4
Payments on long-term debt                        (.4)
Issuance of Mallinckrodt common stock              .3          10.0
Acquisition of treasury stock                   (42.5)         (9.7)
Dividends paid                                  (12.0)        (12.1)
                                              --------    ----------
Net cash provided by financing activities         6.1       1,080.4
                                              --------    ----------

Increase (decrease) in cash and cash
 equivalents                                      2.6        (683.2)
Cash and cash equivalents at beginning 
 of period                                       55.5         808.3
                                              --------    ----------  
Cash and cash equivalents at end of period    $  58.1     $   125.1
                                              ========    ========== 

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

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

<TABLE>
<CAPTION>

                                         Three Months Ended September 30,
                                    -----------------------------------------
(In millions, except per                    1998                  1997
 share amounts                      -----------------------------------------
                                       As                    As
                                    Reported   Restated   Reported   Restated
                                    --------   --------   --------   --------
<S>                                  <C>        <C>        <C>        <C>
Condensed Consolidated Statements
 of Operations
  Selling, administrative and
   general expenses                  $ 171.7   $  172.4   $  118.8   $  119.0
  Purchased research and development                         396.3      306.3
  Total operating costs and expenses   523.9      524.6      817.1      727.3
  Operating earnings (loss)             67.3       66.6     (362.5)    (272.7)
  Earnings (loss) from continuing 
   operations before income taxes       47.6       46.9     (371.6)    (281.8)
  Earnings (loss) from continuing
   operations                           32.4       31.7     (380.7)    (290.9)
  Earnings (loss) before cumulative
   effect of accounting change          55.0       54.3     (380.7)    (290.9)
  Net earnings (loss)                   55.0       54.3     (389.1)    (299.3)
  Available for common shareholders  $  54.9   $   54.2   $ (389.2)  $ (299.4)

  Basic earnings per common share:
   Earnings (loss) from continuing
    operations                       $   .44   $    .43   $  (5.26)  $  (4.02)
   Net earnings (loss)               $   .75   $    .74   $  (5.37)  $  (4.13)

  Diluted earnings per common share:
   Earnings (loss) from continuing
    operations                       $   .44   $    .43   $  (5.26)  $  (4.02)
  Net earnings (loss)                $   .75   $    .74   $  (5.37)     (4.13)


                                     September 30, 1998       June 30, 1998
                                    -------------------   -------------------
                                       As                    As
                                    Reported   Restated   Reported   Restated
                                    --------   --------   --------   --------

Condensed Consolidated Balance
 Sheets
  Goodwill, net                     $  893.5   $  980.3   $  899.5   $  987.0
  Total assets                       3,785.9    3,872.7    3,785.6    3,873.1
  Reinvested earnings                  995.2    1,082.0      952.2    1,039.7
  Total shareholders' equity           944.1    1,030.9      918.4    1,005.9
  Total liabilities and
   shareholders' equity              3,785.9    3,872.7    3,785.6    3,873.1

(/TABLE>

    The sale of Nellcor inventories, which were stepped up to fair    
    value in connection with the allocation of purchase price,        
    resulted in charges of $18.8 million, $11.7 million net of taxes  
    for the quarter ended September 30, 1997.  Of this pretax amount, 
    $18.6 million related to ongoing operations and $.2 million       
    related to operations classified as discontinued operations.

    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 $32.1 
    million of cash expenditures have been incurred through
    September 30, 1998 and liabilities of $18.0 million related to    
    the Nellcor integration plan remained in accrued liabilities at   
    September 30, 1998.  The majority of the remaining cash           
    expenditures will occur in 1999 and, although none are expected,  
    reductions in the estimated liability for these integration       
    activities will be offset against the related goodwill. 

    During 1998, the Company recorded a pretax charge of $19.1        
    million associated with exiting certain activities related to     
    Mallinckrodt operations that were identified in the Nellcor       
    integration plan.  The charge included $17.1 million related to   
    Mallinckrodt employee severance costs and facility exit costs of  
    $2.0 million.  Approximately $6.0 million of cash expenditures    
    have been incurred through September 30, 1998.  The majority of   
    the remaining cash expenditures will occur in 1999 and no         
    material adjustments to the original reserve are anticipated.

2.  The Company sold certain chemical additive product lines in the   
    second quarter of 1998.  In the fourth quarter of 1998, the       
    Company sold its catalyst business and Aero Systems division.  In 
    June 1998, the Company committed to the sale of the remaining     
    chemical additives business of the catalysts and chemical         
    additives division, and closing of the sale occurred on July 31,  
    1998.  The transaction resulted in a $37.0 million gain on sale,  
    $22.6 million net of taxes, which was included in discontinued    
    operations for the quarter ended September 30, 1998.  Earnings    
    from operations were zero for the one month of operations.        
    Included in prior year first quarter discontinued operations are  
    the earnings from operations of the catalysts and chemical        
    additives and Aero Systems divisions, which included $2.2 million 
    of after-tax earnings from operations and a $2.2 million after-   
    tax acquisition accounting charge. 

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

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

    The liability phase of the case was tried to a jury in August     
    1997 and the verdict was that the Company's blankets infringe     
    certain Augustine patents under the doctrine of equivalents, but  
    do not literally infringe the patents.  There was also a finding  
    of no willful infringement.  On September 22, 1997, the jury      
    awarded damages in the amount of $16.8 million for the period     
    ended September 30, 1997 and the judge put in place an injunction 
    which stopped the Company from manufacturing and selling blankets 
    in the United States.  The Company appealed the jury verdicts of  
    liability and damages to the Court of Appeals for the Federal     
    Circuit (a special court for patent appeals that does not involve 
    a jury).  The Court of Appeals has stayed the injunction pending  
    the outcome of the Company's appeal, and the Company continues to 
    sell and manufacture blankets in the United States.  With the     
    advice of outside counsel, the Company believes there was         
    insufficient evidence of equivalents presented and, consequently, 
    for this and other reasons the verdicts were in error.  The       
    Company is working vigorously in the Appeals Court to overturn    
    the verdicts and believes that it has strong arguments that its   
    blankets do not infringe Augustine's patents.  Based on all the   
    facts available to management, the Company believes that it is    
    reasonably possible but not probable that the jury verdict and    
    the trial court injunction will be upheld on appeal.  If damages  
    were assessed in the same manner as determined by the jury for    
    sales subsequent to September 30, 1997 plus interest on the       
    estimated total, the total liability would approximate $25.1      
    million at September 30, 1998.  The Company has not recorded an   
    accrual for payment of the damages, because an unfavorable        
    outcome in this litigation is, in management's opinion,           
    reasonably possible but not probable.  See Part II, Item 1 "Legal 
    Proceedings" for additional information about this and related    
    claims by Augustine against the Company. 

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

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

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

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

                                                Three Months Ended
                                                   September 30,
                                              ----------------------  
                                                1998         1997
                                              --------     ---------
    Numerator:
      Earnings (loss) from continuing
       operations                             $  31.7      $(290.9)
      Preferred stock dividends                   (.1)         (.1)
                                              --------     ---------
      Numerator for basic and diluted
       earnings (loss) per share--income
      (loss) available to common
       shareholders                           $  31.6      $ (291.0)
                                              ========     =========

    Denominator:
      Denominator for basic earnings (loss)
       per share--weighted-average shares    72,917,133   72,475,530
      Potential dilutive common shares--
       employee stock option                     86,766
                                             ----------   ----------  
      Denominator for diluted earnings
       (loss) per share--adjusted
       weighted-average shares               73,003,899   72,475,530
                                             ==========   ==========

    Basic earnings (loss) from continuing
     operations per common share              $   .43      $  (4.02)
                                              =======      =========
    Diluted earnings (loss) from continuing
     operations per common share              $   .43      $  (4.02)
                                              =======      =========

    The diluted share base for the three months ended September 30,   
    1997 excluded incremental shares of 681,423 related to employee   
    stock options.  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          
    September 30, 1998:
    (In millions)

    Raw materials and supplies                             $  206.6
    Work in process                                            47.2
    Finished goods                                            251.8
                                                           --------
                                                           $  505.6
                                                           ========
 
8.  The Company has authorized and issued 100,000 shares, 98,330      
    outstanding at September 30, 1998, of par value $100, 4 percent   
    cumulative preferred stock.  The Company has authorized 1,400,000 
    shares, par value $1, of series preferred stock, none of which    
    was outstanding during 1999 and 1998.

    Shares included in treasury stock were:

                                          September 30,    June 30,   
                                               1998          1998
                                          -------------   ----------
    Common stock                           15,597,215     13,941,638
    4 Percent cumulative preferred stock        1,670          1,670

9.  Common shares reserved at September 30, 1998 consisted of the     
    following:

    Exercise of common stock purchase rights              82,360,270
    Exercise of stock options and granting
     of stock awards                                      10,841,196
                                                          ----------
                                                          93,201,466
                                                          ==========

10. Supplemental cash flow information for the three months ended     
    September 30 included:
    (In millions)

                                                1998         1997
                                              --------     --------
    Interest paid                              $ 27.7       $ 12.7
    Income taxes paid                            43.3          4.8
    Noncash investing and financing
     activities:
      Assumption of liabilities related
       to an acquisition                                     488.5
      Issuance of stock for investment
       plan match                                 6.0          9.7
      Restricted stock award                                  10.0

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.  Total comprehensive income   
    for the three months ended September 30 was as follows:    
    (In millions)


                                                1998         1997
                                              --------     --------
    Net earnings (loss)                        $ 54.3      $(299.3)
    Other comprehensive income/(expense):
     Currency translation adjustment             21.2         (7.0)
     Net unrealized gain (loss) on
      investment securities                      (3.7)         3.4
     Tax benefit related to items of other
      comprehensive income                        1.4
                                              --------     --------
    Other comprehensive income (expense),
     net of tax                                  18.9         (3.6)
                                              --------     --------
    Total comprehensive income (loss)          $ 73.2      $(302.9)
                                              ========     ========

As of September 30, 1998, the cumulative balances for currency
translation adjustment loss and the unrealized loss on investment
securities were $49.9 million and $3.8 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.

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

Results of Operations

General
-------
The Company recorded earnings from continuing operations of $31.7
million, or 43 cents per share for the quarter ended September 30,
1998.  Earnings from continuing operations for the same quarter last
year, before including $317.8 million of noncash charges related to
the acquisition of Nellcor, were $26.9 million, or 37 cents per
share.

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

Actual revenues of some significant acquired in-process projects have
experienced shortfalls when compared to revenue estimates developed
as of the acquisition date.  These shortfalls are primarily
attributable to delays in receiving regulatory clearance to market
and/or problems with production ramp up activities which often occur
at the early stages of manufacturing a new product.  The Company
believes that such revenue shortfalls experienced to date do not
indicate that these products will not 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.

-----------------------------                                         
(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
(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>

Net earnings for the first quarter of 1999 were $54.3 million, or 74
cents per share as compared to a net loss of $299.3 million, or $4.13
loss per share for the same period last year.  Net earnings for the
first quarter of 1999 included a gain of $22.6 million, or 31 cents
per share on the sale of a chemical additives business, which related
to a division reclassified to discontinued operations in 1998.  The
net loss for the same quarter of 1998 included a 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 condensed consolidated
financial statements.

Net sales for the quarter were $591.2 million, up 30 percent from the
$454.6 million in the same period last year.  Sales to customers
outside the United States were $181 million or 31 percent of total
sales for the first quarter of 1999.

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

                                               Three Months Ended
                                                  September 30,
                                              ---------------------   
                                                1998         1997
                                              --------     --------
Net sales
  Respiratory                                 $ 256.2      $ 141.9
  Imaging                                       182.9        177.3
  Pharmaceuticals                               152.1        135.4
                                              --------     -------- 
                                              $ 591.2      $ 454.6
                                              ========     ========

Operating earnings (loss)
  Respiratory                                 $  22.4      $  22.2
  Imaging                                        30.7         23.1
  Pharmaceuticals                                20.5         12.4
                                              --------     --------
                                                 73.6         57.7
  Corporate expense                              (7.0)        (5.5)
                                              --------     --------
                                                 66.6         52.2
  Acquisition charges                                       (324.9)
                                              --------     -------- 
                                              $  66.6      $(272.7)
                                              ========     ========

Operating earnings for the quarter ended September 30, 1998 were
$66.6 million, which is a 28 percent improvement over the same period
of fiscal 1998 before acquisition-related charges.  In the first
quarter of last year, the Company recorded an operating loss of
$272.7 million, which included noncash charges of $306.3 million for
the write-off of purchased research and development and $18.6 million
related to the sale of Nellcor inventories which were stepped up to
fair value in connection with the Nellcor acquisition.

The Respiratory Group, of which Nellcor is now a part, had sales of
$256.2 million or 81 percent greater than the sales recorded for the
same period last year.  The prior year results included only one
month of Nellcor sales and operating results.  The Group's sales
increase of $114.3 million was attributable to volume growth of 85
percent, of which 72 percent was due to the inclusion of only one
month of Nellcor revenue in 1998, partially offset by price declines
primarily involving anesthesia and respiratory devices.  Operating
earnings for the Group for the quarter were $22.4 million or 1
percent above the prior year.  In spite of the benefits of the
increased sales, the earnings comparison with prior year was
negatively impacted by two months of additional expenses, which
included additional amortization of intangibles and goodwill of $8.4
million.

The Imaging Group had sales of $182.9 million or 3 percent above the
prior year period of $177.3 million.  The sales improvement was
attributable to a $7.8 million increase in nuclear medicine product
volume which offset the $2.2 million decline in the other product
lines comprising the Group.  Operating earnings for the Group were
$30.7 million or 33 percent above the $23.1 million recorded for the
same period last year.  The operating earnings improvement was
attributable to volume growth, lower rebates, expense control and
increased manufacturing efficiencies.  Although price declines in the
x-ray contrast media portion of the business were not a major factor
in the year to year comparison of results for the first quarter, it
is probable that this will be a factor impacting subsequent quarters
of this fiscal year.  The demand for price discounts is expected to
increase and reduce profitability in 1999, but at a lower rate of
decline than was experienced in 1998 and 1997.

The Pharmaceuticals Group sales for the quarter ended September 30,
1998 were $152.1 million or 12 percent greater than in the same
period last year.  The sales increase of $16.7 million was primarily
attributable to volume increases in narcotics and drug chemicals of
$15 million and $4 million, respectively, offset by volume declines
in acetaminophen and lab and microelectronics.  Price increases
generated 3 percent of the year over year sales increase.  Operating
earnings for the Group were $20.5 million or 65 percent greater than
the $12.4 million recorded in the comparable period last year.  The
operating earnings improvement was primarily attributable to
increased sales of higher margin bulk and dosage narcotics and to
improved operating rates at manufacturing facilities.

Corporate Matters

Corporate expenses were $7.0 million, or 27 percent above the level
reported for the same period last year.  Interest and other
nonoperating income, net was $.9 million for the quarter as compared
with $9.2 million for the same period last year.  In 1998, 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 rate was 32.4 percent for the quarter
ended September 30, 1998.  The tax rate for the same period last
year, after excluding the one-time noncash write-off of purchased
research and development of $306.3 million which had no tax benefit,
was 37.1 percent.  The improvement in 1999 was primarily attributable
to changes in earnings mix between higher tax rate and lower tax rate
entities associated with the acquisition of Nellcor.  

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 $2.6 million.  Operations utilized
$31.3 million of cash, while capital spending totaled $27.3 million. 
The Company received $55.1 million in proceeds from asset disposals. 
The Company's current ratio at September 30, 1998 was 1.0:1.  Debt as
a percentage of invested capital was 56.1 percent.

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

At September 30, 1998, the Company has a $1.0 billion private
placement commercial paper program.  The program is backed by a $1.0
billion revolving credit facility expiring September 12, 2002.  The
revolving credit facility was reduced from $1.6 billion to $1.0
billion in September 1998.  There was no borrowing outstanding under
the revolving credit facility at September 30, 1998.  Commercial
paper borrowings under this program were $345.0 million as of
September 30, 1998.  Non-U.S. lines of credit totaling $127.8 million
were also available, and borrowings under these lines amounted to
$19.2 million at September 30, 1998.  The non-U.S. lines are
cancelable at any time.

The Company's Board of Directors previously authorized repurchase of
47 million shares of common stock and additional repurchases not to
exceed cash outlays of $250 million.  Share repurchases under these
authorizations have totaled 38.7 million shares, including 1.9
million shares during the three months ended September 30, 1998.

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

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

The Company has completed its assessment of its information systems
which support business applications and is in the late stages of
modifying or replacing those portions of the software that are
required.  The assessment of products sold to customers has also been
completed and necessary remediation is being accomplished. 
Assessment and remediation of research and development, manufacturing
processes and facility management systems are underway.  The Company
is also assessing the readiness of its key suppliers and business
partners to be Year 2000 compliant.  Information requests have been
distributed and replies are being evaluated.  If the risk is deemed
material, the Company is prepared to perform on-site visits to those
businesses to verify the adequacy of the information received.  All
of these modification, replacement or conversion efforts should be
substantially complete during the first quarter of calendar 1999,
which is prior to any anticipated significant impact on
Mallinckrodt's operations.  

Based upon the accomplishments to date, no modification or conversion
contingency plans are expected to be needed and therefore none have
been developed.  Because of substantial progress to date and plans
that contemplate being substantially complete in the first quarter of
calendar 1999, we believe adequate time will be available to insure
modification alternatives could be developed, assessed and
implemented prior to a Year 2000 issue having a material negative
impact on the operations of the Company.  To further recognize
potential adverse impact, the Company is developing operating
contingency plans to address unanticipated interruptions that could
occur in processes, systems and devices that have been assessed,
remediated and considered Year 2000 ready by Mallinckrodt and its key
suppliers and business partners.  Such operating contingency plans
are expected to be substantially complete before June 30, 1999. 

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

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

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

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

European Monetary Union (EMU)
-----------------------------
The euro is scheduled to be introduced on January 1, 1999, at which
time the eleven participating EMU member countries will establish
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 and are cognizant of the potential business
implications of converting to a common currency.  The Company is
unable to determine 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.

PART II.  OTHER INFORMATION  
                                                          
Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits

Exhibit
Number                          Description
-------   --------------------------------------------------------   
10.29     Executive Incentive Compensation Plan for Fiscal 1999       
          (incorporated herein by reference to Exhibit 10.29 to       
          September 30, 1998 Form 10-Q)

27        Financial data schedule for the quarter ended September 30, 
          1998 (filed with this electronic submission)

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

(b)  Reports on Form 8-K.

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

-  Report dated July 6, 1998 under Item 5 regarding the closure of    
   Nellcor Puritan Bennett Incorporated facilities in Lenexa, Kansas. 
               

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

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 Controller
    Chief Financial Officer


Date:  February 16, 1999

</TABLE>