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                                                                  EXHIBIT 10.12


                                THIRD AMENDMENT
                          PURITAN-BENNETT CORPORATION
                      SUPPLEMENTAL RETIREMENT BENEFIT PLAN


        THIS AMENDMENT to the Puritan-Bennett Corporation Supplemental
Retirement Benefit Plan (the "Plan") is made this 7th day of November, 1994 by
Puritan-Bennett Corporation, a Delaware corporation (hereinafter referred to as
the "Corporation").

        WHEREAS, the Corporation has adopted the Plan effective as of September
1, 1985, which provides benefits that supplement benefits provided under the
Restated Puritan-Bennett Pension Plan (the "Qualified Plan"); and

        WHEREAS, the Plan was heretofore amended by a First Amendment thereto
effective on or about September 1, 1993 and a Second Amendment thereto
effective January 1, 1994; and

        WHEREAS, the Corporation and the Members of the Plan have agreed to the
further amendment of the Plan in the manner set forth below.

        NOW, THEREFORE, the Plan, as heretofore amended, is amended effective
October 1, 1994 as follows:

        A.       Section 4.01(a)(i) is amended to read in its entirety as
follows:

                 Section 4.01(a)(i).  The amount payable shall be reduced by
        one hundred  percent (100%) of the monthly income or Pension benefits
        payable or which would be payable to the Member under the Qualified
        Plan in the form of a single life annuity commencing as of the the
        Member's Benefit Commencement Date.

        B.       Section 8.05 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
        Member or beneficiary had become entitled pursuant to this Plan prior
        to the date of such amendment or termination without the express
        written consent of said Member or beneficiary.


        C.       A new Section 10 is added to read in its entirety as follows:

        Section 10.01 - 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 November 7, 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.





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        IN WITNESS WHEREOF, this Third Amendment is adopted as of the date set
forth above.

                                              PURITAN-BENNETT CORPORATION


                                              /s/ Lee A. Robbins 
                                              By:    Lee A. Robbins 
                                              Title:  Vice President


ATTEST:


By: /s/ Daniel C. Weary                   

Title:  Secretary                             





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