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                                                                    EXHIBIT 14


                           FORM OF AMENDMENT TO THE
                RESTATED PURITAN-BENNETT RETIREMENT SAVINGS &
                             STOCK OWNERSHIP PLAN



         THIS AMENDMENT is made is this ______ day of ____________, 1994 by
Puritan-Bennett Corporation (the "Company") as plan sponsor of the Restated
Puritan-Bennett Retirement Savings & Stock Ownership Plan (the "Plan").

         WHEREAS, the Plan was established effective January 1, 1984, and
restated effective January 1, 1989; and

         WHEREAS, pursuant to Section 14 of the Plan, the Board of Directors
reserved the right to amend, modify, or terminate the Plan at any time; and

         WHEREAS, the Board of Directors now desire to amend the Plan to permit
each Participants under the Plan to direct the Trustee with respect to a tender
offer for common stock of the Company allocated to such Participants' Accounts;

         IT IS NOW THEREFORE RESOLVED, that a new Section 15.13 is added to
read in its entirety as follows: 

         15.13 Tender Offers for Company Common Stock.  Each Participant shall
         have the right to direct the Trustee as to the manner in which to
         respond to a tender offer, exchange offer or any other offer to
         purchase common stock of the Company allocated to the Participant's
         Accounts invested in the Stock Fund, irrespective of whether the
         Participant is fully vested in such Accounts.  The Trustee or its
         designee will solicit such instructions from Participants by
         distributing to each Participant such information as is distributed to
         shareholders of the Company generally in connection with any such
         offer, and any additional information the Trustee deems appropriate in
         order for each Participant to give instructions.  A reasonable
         deadline for the return of such material may be specified.

                 Shares of common stock of the Company will be tendered,
         exchanged or sold as instructed by the Participants, in response to a
         tender offer, exchange offer or other offer to purchase.  Fractional
         shares will be aggregated for purposes of tendering, exchanging or
         selling shares, to the extent possible, to reflect the instructions of
         the Participants.  Failure of any Participant to timely instruct the
         Trustee pursuant hereto shall be treated as an instruction that the
         common stock allocated to such Participant's Accounts shall not be
         tendered, exchanged or sold.
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                 For purposes of receiving, tabulating and transmitting
         instructions, the Trustee will establish a procedure to ensure that
         instructions received from individual Participants regarding the a
         tender offer, exchange offer, or any other offer are held in
         confidence, and are not divulged, released or otherwise utilized in a
         manner that, in the Trustee's reasonable judgment, might influence the
         Participant's free exercise of the rights set forth in this Section
         15.13.


         IN WITNESS WHEREOF, this Amendment is effective as of the date first
written above.



                                      Puritan-Bennett Corporation
Attest:                               "Company"
                                  
By:                                                                             
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                                      IDS Trust, A Division of IDS
                                      Bank & Trust
Attest:                               "Trustee"
                                  
By:                                                                             
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