EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

    We  hereby  consent to  the incorporation  by reference  in the  Joint Proxy
Statement/Prospectus constituting part  of this Registration  Statement on  Form
S-4  of Nellcor Incorporated and Puritan-Bennett Corporation of our report dated
July 27, 1994, which  appears on page 35  of Nellcor Incorporated's 1994  Annual
Report  to Stockholders, which is incorporated by reference in its Annual Report
on Form  10-K  for  the  year  ended  July 3,  1994.  We  also  consent  to  the
incorporation  by reference of our report  on the Financial Statement Schedules,
which appears on page S-1 of such Annual Report on Form 10-K. We also consent to
the  reference  to  us  under  the   heading  "Experts"  in  such  Joint   Proxy
Statement/Prospectus.

PRICE WATERHOUSE LLP
San Francisco, California
July 18, 1995