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                                                                    EXHIBIT 23.4
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We hereby consent to the incorporation by reference in the Proxy
Statement/Prospectus constituting part of this Registration Statement on Form
S-4 of Nellcor Puritan Bennett Incorporated of our report dated July 31, 1996,
which appears on page 47 of the Nellcor Puritan Bennett Incorporated 1996 Annual
Report to Stockholders, which is incorporated by reference in its Annual Report
on Form 10-K for the year ended July 7, 1996. We also consent to the reference
to us under the heading "Experts" in such Proxy Statement/Prospectus.
 
PRICE WATERHOUSE LLP
 
San Francisco, California
October 23, 1996