NELLCOR-R-                                            NEWS RELEASE

                                                      Contact:  Susan Freschi
                                                                510/463-4000


             NELLCOR, PURITAN-BENNETT STOCKHOLDERS APPROVE MERGER


PLEASANTON, CA AND OVERLAND PARK, KS - August 24, 1995 - Nellcor Incorporated
(Nasdaq:NELL) and Puritan-Bennett Corporation (Nasdaq:PBEN) announced that the
stockholders of both companies at special meetings today have approved the
merger of Puritan-Bennett Corporation into a wholly-owned subsidiary of
Nellcor Incorporated. The transaction is expected to close tomorrow, August 25.

Nellcor Puritan Bennett Incorporated will continue to trade on the Nasdaq
National Market System under the symbol NELL. The company, headquartered in
Pleasanton, has combined revenue of over $600 million and 4,000 employees
worldwide.

"The formation of Nellcor Puritan Bennett combines market leaders in patient
safety monitoring and respiratory therapy to create the world's preeminent
respiratory products company," said C. Raymond Larkin, Jr., president and
chief executive officer, and Burton A. Dole, Jr., chairman. "Our company
combines the market and technology leadership with the significant financial
resources required to compete in today's changing health care environment. We
look forward to the opportunity to create significant value for our customers
and stockholders."

Since the merger was originally announced May 22, 1995, the companies have
been working together through 20 integration teams to develop the
organizational structure of the new company and plan the steps necessary to
combine operations of the two








NELLCOR, PURITAN-BENNETT STOCKHOLDERS APPROVE MERGER
PAGE TWO


companies. Implementation of these plans will begin upon closing of the
transaction and will continue over the next several months.

"We expect the merger to create significant opportunities for growth in
revenue and earnings as a result of broader market access and product
offerings, new product development and cost savings from consolidation," Mr.
Larkin stated. "Excluding integration and transaction charges which will be
taken in the first quarter and are currently estimated to be between $50 -
$70 million, we expect earnings accretion in the first year. Charges relating
to goodwill arising from the companies' prior acquisitions may also be taken
in the first quarter as a result of the merger."

Under the terms of the merger agreement, 0.88 shares of Nellcor common stock
will be issued for each share of Puritan-Bennett stock outstanding at the
time of close. The merger is intended to qualify as a tax-free reorganization
and a pooling-of-interests for accounting and financial reporting purposes.
On the date of close, Nellcor Puritan Bennett Incorporated will have a total
market valuation of approximately $1.5 billion.

Nellcor Puritan Bennett Incorporated is the worldwide leader in monitoring,
diagnosing and treating the respiratory-impaired patient across the worldwide
continuum of care.








NELLCOR
PURITAN
BENNETT                                               NEWS RELEASE

                                                      Contact:  Susan Freschi
                                                                510/463-4000


                   NELLCOR PURITAN BENNETT COMPLETES MERGER


PLEASANTON, CA - August 28, 1995 - Nellcor Puritan Bennett Incorporated
(Nasdaq:NELL) today announced that the merger of Puritan-Bennett Corporation
into a wholly-owned subsidiary of Nellcor Incorporated was completed as
scheduled on Friday, August 25, 1995.

Nellcor Puritan Bennett Incorporated is the worldwide leader in monitoring,
diagnosing and treating the respiratory-impaired patient across the worldwide
continuum of care.