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 Amendment No. 1 to 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.
    

   
                                          /s/ ERNST & YOUNG LLP
    

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                                          Ernst & Young LLP
    

Kansas City, Missouri
July 19, 1995