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  Amendment No. 1 to  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.
    

   
                                          /s/ PRICE WATERHOUSE LLP
    

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                                          Price Waterhouse LLP
    

San Francisco, California
   
July 20, 1995