<PAGE>
Physio-Control Corporation
11811 Willows Road Northeast
Post Office Box 97006
Redmond, WA 98073-9705 USA
Telephone: 208.867.4000
Fax: 206-881-2405
- ------------------------------------------------------------------------------
LIFESAVING TOOLS FOR LIFESAVING TEAMS
VIA ELECTRONIC SUBMISSION [LOGO]
-------------------------
April 30, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Physio-Control Corporation
Dear Sir or Madam:
On behalf of Physio-Control Corporation, a Delaware corporation (the
"Company"), transmitted herewith for filing pursuant to Rule 14a-6(b) under
the Securities Exchange Act of 1934, as amended, and Regulation S-T, are
soliciting materials related to the Proxy Statement filed as with respect to
the annual meeting of stockholders of the Company to be held on May 1, 1997.
Such materials are anticipated to be sent or given to certain stockholders no
sooner than the date hereof. No additional fee is required in connection with
this filing because a fee was paid upon filing of the proxy materials.
We appreciate your attention to this filing. Please call the undersigned at
(206) 867-4204 or C. Kent Carlson, Preston Gates & Ellis (206) 623-7580, if
you have any questions.
Very truly yours,
PHYSIO-CONTROL CORPORATION
/s/ V. Marc Droppert
V. Marc Droppert
Executive Vice President
Enclosure
cc: OFICS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, Virginia 22312-2413