1
                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Nellcor Puritan Bennett Incorporated (the Company) of
our report dated July 26, 1995, except as to Note 11, which is dated as of
August 24, 1995, which appears on page 39 of the 1995 Annual Report on Form
10-K for the fiscal year ended July 2, 1995.  We also consent to the
incorporation by reference of our reports dated July 26, 1995, except as to
Note 17, which is as of August 24, 1995, appearing in the Company's Reports on
Form 8-K dated April 3, 1996 and May 31,1996.

/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP

San Francisco, California
July 26, 1996


                                  Exhibit 23.2

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