Exhibit 10.1(f)(ii)
September 20, 1994

MICHAEL A. ROCCA

Dear Mike:

This letter serves to amend your Gross-Up Agreement with Mallinckrodt
Group Inc. dated May 9, 1994.  The amendment is necessary due to the
recent increase in your compensation and executive benefits.

Effective upon your acceptance of this amendment, the last sentence of
the opening paragraph of your Gross-Up Agreement is amended as
follows:

     "Notwithstanding the foregoing, your Gross-Up Payment,
     if any, may not exceed $1,318,955."

Except as modified hereby, all other terms and provisions of your
Gross-Up Agreement with the Company will remain in full force and
effect.

Please indicate your acceptance of the amendment to your Gross-Up
Agreement dated May 9, 1994, by signing the attached copy of this
letter and returning it to my attention.

Very truly yours,


  BEVERLY L. HAYES
-------------------------
  Beverly L. Hayes
  Vice President
  Organization & Human Resources

I have read this letter and
understand and accept its terms.

  MICHAEL A. ROCCA
-------------------------
  Michael A. Rocca

Dated this 27 day of October, 1994.