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                                                                   EXHIBIT 12

                                   FORM OF
               FIRST AMENDMENT TO THE PURITAN-BENNETT CORPORATION
                          PENSION BENEFIT MAKE UP PLAN

         THIS AMENDMENT to the Puritan-Bennett Corporation Pension Benefit Make
Up Plan (the "Plan") is made by the Puritan-Bennett Corporation (the
"Corporation"), effective as of the ____ day of ___________, 1994.

         WHEREAS, the Corporation reserved the right to amend the Plan at any
time and from time to time; and

         WHEREAS, the Corporation now desires to amend the Plan as of the date
first written above.

         NOW, THEREFORE, the Plan is amended as follows:

1.       Section 5.01 of Article V is amended to include the following sentence
         at the end of the first paragraph:

                 Notwithstanding any provision herein to the contrary, no
                 amendment or termination of this Plan which is made on or
                 after the occurrence of a "Change in Control," as such term is
                 defined in Section 1.1 of the Trust Agreement, shall affect
                 any rights or benefits to which any Participant or beneficiary
                 had become entitled pursuant to this Plan prior to the date of
                 such amendment or termination without the express written
                 consent of such Participant or beneficiary.

2.       A new Article VI is added to read in its entirety as follows:

                                   ARTICLE VI
                                   TRUST FUND

         The Corporation has established a trust fund pursuant to an agreement
         with Wachovia Bank of North Carolina, N.A., as trustee (the
         "Trustee"), dated _________________, 1994 (the "Trust Agreement").
         Any payments to a Participant from such trust fund shall, to the
         extent thereof, discharge the Corporation's obligations pursuant to
         this Plan.


         IN WITNESS WHEREOF, the Corporation has executed this Amendment,
effective as of the date first written above.

                                        PURITAN-BENNETT CORPORATION


                                        By:_____________________________________
                                        Title:__________________________________
                                        Date:___________________________________
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ATTEST:


By:________________________________________
Title:_____________________________________
Date:______________________________________





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