EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS

    We  consent to the reference to our  firm under the caption "Experts" in the
Joint Proxy  Statement/Prospectus of  Nellcor Incorporated  and  Puritan-Bennett
Corporation  which is  made part  of the Registration  Statement on  Form S-4 of
Nellcor Incorporated for the  registration of shares of  its common stock to  be
issued   to  the  stockholders  of   Puritan-Bennett  Corporation,  and  to  the
incorporation by reference  therein of  our reports  dated March  6, 1995,  with
respect  to the consolidated financial statements of Puritan-Bennett Corporation
and subsidiaries incorporated by reference in its Annual Report (Form 10-K)  for
the year ended January 31, 1995, and April 25, 1995, with respect to the related
financial  statement schedule  included therein,  filed with  the Securities and
Exchange Commission.

                                                               ERNST & YOUNG LLP

Kansas City, Missouri
July 19, 1995