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REPORT OF INDEPENDENT AUDITORS                                     Exhibit 99.1

Board of Directors
Puritan-Bennett Corporation

        We have audited the accompanying consolidated balance sheets of
Puritan-Bennett Corporation and subsidiaries as of January 31, 1995 and 1994,
and the related consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended January 31, 1995.
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 audits.
        We conducted our audits 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 audits provide a reasonable basis for our 
opinion.
       In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Puritan-Bennett Corporation and subsidiaries at January 31, 1995 and 1994, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended January 31, 1995, in conformity with
generally accepted accounting principles.
        As discussed in Note 1 to the consolidated financial statements, during
the year ended January 31, 1994, the Company changed its method of accounting
for income taxes, postretirement benefits and postemployment benefits.

                                                          Ernst & Young LLP
Kansas City, Missouri 
March 6, 1995

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