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                                                                EXHIBIT 10.14



           AMENDMENT ADOPTED ON NOVEMBER 6, 1994 TO PURITAN-BENNETT
                       1988 EMPLOYEE STOCK BENEFIT PLAN


        THIS AMENDMENT of the Puritan-Bennett 1988 Stock Benefit Plan (the
"Plan") is made by the Puritan-Bennett Corporation (which, together with its
subsidiaries and affiliates, shall be referred to herein as the "Corporation"),
effective as of the 7th day of November, 1994.

        WHEREAS, as part of the Plan, the Corporation reserved the right, at
any time, by action of its Board of Directors, to modify or amend, in whole or
in part, any or all provisions of the Plan; and

        WHEREAS, the Corporation now desires to amend the Plan.

        NOW, THEREFORE, the Plan is hereby amended to include the following
language at the end of Section 9:

        At the sole discretion of the Committee, and on such terms and
        conditions as it deems appropriate, the Committee may provide either by
        the terms of an option granted under the Plan or by a resolution
        adopted prior to the occurrence of an event described in clauses (x),
        (y) or (z) above, that upon such event, such option shall be assumed by
        the successor corporation, or a parent or subsidiary thereof, or shall
        be substituted for by a similar option, covering the stock of the
        successor corporation, or a parent or subsidiary thereof, with
        appropriate adjustments as to the number and kind of shares and
        exercise prices.  In the event that the Committee provides for such
        assumption or substitution of options, the assumed or substituted
        options shall continue to be subject to their original vesting
        schedules notwithstanding the provision for acceleration of vesting set
        forth above.


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

                                            PURITAN-BENNETT CORPORATION


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


ATTEST:


By: /s/ Daniel C. Weary                   

Title:  Secretary