PROXY                                                               EXHIBIT 99.1

                              NELLCOR INCORPORATED
              PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
           FOR THE SPECIAL MEETING OF STOCKHOLDERS -- AUGUST 24, 1995

    C. Raymond Larkin, Jr. and Laureen DeBuono, or either of them, each with the
power  of substitution  and revocation, are  hereby authorized  to represent the
undersigned, with all powers which  the undersigned would possess if  personally
present,  to vote the Common Stock of  the undersigned at the Special Meeting of
Stockholders of  NELLCOR  INCORPORATED  ("Nellcor"), to  be  held  at  Nellcor's
offices  at 4280 Hacienda  Drive, Pleasanton, California 94588  at 10:00 a.m. on
Thursday, August 24, 1995,  or any adjournment or  postponement thereof, as  set
forth on the reverse side.

    THE  BOARD OF  DIRECTORS RECOMMENDS  A VOTE  "FOR" APPROVAL  OF EACH  OF THE
PROPOSALS LISTED ON THE REVERSE SIDE.

    THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL BE
VOTED "FOR" APPROVAL OF EACH OF THE PROPOSALS LISTED ON THE REVERSE SIDE.

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE
                                SEE REVERSE SIDE

    /X/ Please mark votes as in this example.

    THIS PROXY ALSO GRANTS TO THE PROXYHOLDERS THE AUTHORITY TO VOTE THE  SHARES
IN THEIR DISCRETION ON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL
MEETING.


        
1.         To approve the issuance of Nellcor
           Common Stock in connection with the
           Agreement and Plan of Merger, dated as
           of May 21, 1995, as amended, among
           Nellcor, Puma Merger Corporation, a
           wholly-owned subsidiary of Nellcor
           ("Sub"), and Puritan-Bennett Corporation
           ("P-B"), pursuant to which Sub will be
           merged with and into P-B, and P-B will
           become a wholly-owned subsidiary of
           Nellcor.
           FOR  / / AGAINST  / / ABSTAIN  / /
2.         To approve an amendment to the Restated
           Certificate of Incorporation of Nellcor
           to change Nellcor's corporate name to
           Nellcor Puritan Bennett Incorporated.
           FOR  / / AGAINST  / / ABSTAIN  / /
3.         To approve the adoption of Nellcor's
           1995 Merger Stock Incentive Plan.
           FOR  / / AGAINST  / / ABSTAIN  / /
4.         To approve the adoption of an amendment
           to Nellcor's 1994 Equity Incentive Plan
           to increase the number of shares of
           Nellcor Common Stock authorized for
           issuance under the Plan from 1,500,000
           shares to 2,500,000 shares.
           FOR  / / AGAINST  / / ABSTAIN  / /


    PLEASE  MARK,  SIGN, DATE  AND  RETURN THIS  PROXY  CARD PROMPTLY  USING THE
ENCLOSED POSTAGE PREPAID ENVELOPE.

SIGNATURE: ___________________________________________  DATE ___________________

SIGNATURE: ___________________________________________  DATE ___________________

    Please  sign   exactly   as   signer's  name   appears   above.   Executors,
administrators,  trustees, guardians, attorneys-in-fact,  etc. should give their
full titles. If  signer is a  corporation, please give  full corporate name  and
have  a duly  authorized officer sign,  stating title. If  a partnership, please
sign in partnership  name by authorized  person. If stock  is registered in  two
names, both should sign.