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                                                                     EXHIBIT 24

                              SMITH BARNEY INC.
                         1345 Avenue Of The Americas
                              New York, NY 10105
                                 


November 6, 1994




The Board of Directors
Puritan-Bennett Corporation
9401 Indian Creek Parkway
Overland Park, Kansas 66225


Gentlemen:

You have requested our opinion as to the adequacy, from a financial point of
view, to the holders (other than Thermo Electron Corporation ("Thermo
Electron") and its affiliates) of the outstanding shares of Common Stock, par
value $1.00 per share (including the associated Common Stock Purchase Rights)
(the "Shares"), of Puritan-Bennett Corporation (the "Company") of the $24.50
net per Share in cash (the "Consideration") being offered to such holders
pursuant to the terms and conditions set forth in PB Acquisition Corp.'s (a
wholly owned subsidiary of Thermo Electron) (the "Purchaser") Offer to
Purchase, dated October 25, 1994 (the "Offer").

In arriving at our opinion, we reviewed the Tender Offer Statement on Schedule
14D-1 filed by the Purchaser and Thermo Electron with the Securities
Exchange Commission on October 25, 1994 (the "Statement") and held discussions
with certain senior officers, directors and other representatives and advisors
of the Company concerning the business, operations and prospects of the
Company.  We examined certain publicly available business and financial
information relating to the Company as well as certain financial forecasts and
other data for the Company which were provided to us by the senior management
of the Company.  We reviewed the financial terms of the Offer as set forth in
the Statement in relation to, among other things: current and historical market
prices and trading volumes of the Shares; the Company's historical and
projected earnings; and the capitalization and financial condition of the
Company.  We also considered, to the extent publicly available, the financial
terms of certain other similar transactions recently effected which we
considered comparable to the Offer
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and analyzed certain financial, stock market and other publicly
available information relating to the businesses of other companies whose
operations we considered comparable to those of the Company.  In addition to
the foregoing, we conducted such other analyses and examinations and considered
such other financial, economic and market criteria as we deemed necessary to
arrive at our opinion.

In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other
information publicly available or furnished to or otherwise discussed with us.
With respect to financial forecasts and other information provided to or
otherwise discussed with us, we assumed that such forecasts and other
information were reasonably prepared on bases reflecting the best currently
available estimates and judgments of the management of the Company as to the
expected future financial performance of the Company.  We have not made or been
provided with an independent evaluation or appraisal of the assets or
liabilities (contingent or otherwise) of the Company nor have we made any
physical inspection of the properties or assets of the Company.  Our opinion is
necessarily based upon financial, stock market and other conditions and
circumstances existing and disclosed to us as of the date hereof.

Smith Barney Inc. has been engaged to render financial advisory services to the
Company in connection with the Offer and will receive a fee for our services.
We also will receive a fee upon the delivery of this opinion.  In the ordinary
course of our business, we and our affiliates may actively trade the equity and
debt securities of the Company for our own account or for the account of our
customers and, accordingly, may at any time hold a long or short position in
such securities.

Our advisory services and the opinion expressed herein are provided solely for
the use of the Board of Directors of the Company in its evaluation of the
proposed Offer.  Our opinion may not be published or otherwise used or referred
to, in whole or in part, nor shall any public reference to Smith Barney Inc. be
made, without our prior written consent.

Based upon and subject to the foregoing, our experience as investment bankers,
our work as described above and other factors we deemed relevant, we are of the
opinion that, as of the date hereof, the Consideration is grossly inadequate,
from a financial point of view, to the holders of the Shares (other than Thermo
Electron and its affiliates).

Very truly yours,

/s/ Smith Barney Inc.

SMITH BARNEY INC.