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                                                                EXHIBIT 99.a




                        REPORT OF INDEPENDENT AUDITORS



Board of Directors
Puritan-Bennett Corporation

We have audited the consolidated statements of operations, stockholders' equity
and cash flows of Puritan-Bennett Corporation and subsidiaries for the year
ended January 31, 1995 (not presented separately herein). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements of Puritan-Bennett Corporation and
subsidiaries referred to above present fairly, in all material respects, the
consolidated results of their operations and their cash flows for the year
ended January 31, 1995, in conformity with generally accepted accounting
principles.


                                                /s/ Ernst & Young LLP


Kansas City, Missouri
March 6, 1995