MALLINCKRODT INC /MO
SC 13G, 1999-02-16
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*

                               Mallinckrodt Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    561232109
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement / /. (A 
fee is not required only if the filing person: (1) has a previous statement 
on file reporting beneficial ownership of more than five percent of the class 
of securities described in Item 1; and (2) has filed no amendment subsequent 
thereto reporting beneficial ownership of five percent or less of such 
class.) (See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior page.

The information required in the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities 
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that 
section of the Act but shall be subject to all other provisions of the Act 
(however, see the Notes).


                        (Continued on following page(s))

                                     Page 1


<PAGE>

CUSIP No. 561232109                 13G                                 Page 2

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS.
    OF ABOVE PERSONS
         Barclays Global Investors. N.A.,  943112180

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a)
                                     (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         U.S.A.

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 3,778,738
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        233
                                            (7) SOLE DISPOSITIVE POWER
                                                   4,170,393
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         4,170,393

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         5.9%

(12) TYPE OF REPORTING PERSON*
         BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!


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CUSIP No. 561232109                 13G                                 Page 2A

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS.
    OF ABOVE PERSONS
         Barclays Global Fund Advisors

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a)
                                     (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         U.S.A.

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 277,235
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   277,235
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         277,235

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         0.4%

(12) TYPE OF REPORTING PERSON*
         BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 561232109                 13G                                 Page 2B

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS.
    OF ABOVE PERSONS
         Barclays Bank PLC

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a)
                                     (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         United Kingdom

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 110,300
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   110,300
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         110,300

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         0.2%

(12) TYPE OF REPORTING PERSON*
         BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 561232109                 13G                                 Page 2C

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS.
    OF ABOVE PERSONS
         Barclays Funds Limited

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a)
                                     (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         United Kingdom

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 15,900
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   15,900
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         15,900

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         0.0%

(12) TYPE OF REPORTING PERSON*
         BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 561232109                 13G                                 Page 2D

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS.
    OF ABOVE PERSONS
         Barclays Global Investors, LTD.

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a)
                                     (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         United Kingdom

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 217,415
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   229,215
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         229,215

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         0.3%

(12) TYPE OF REPORTING PERSON*
         BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 561232109                 13G                                 Page 2E

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS.
    OF ABOVE PERSONS
         Barclays Trust and Banking Company (Japan) Ltd.

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a)
                                     (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         Japan

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 14,853
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   14,853
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         14,853

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         0.0%

(12) TYPE OF REPORTING PERSON*
         BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

                                                                        Page 3

ITEM 1(A). NAME OF ISSUER
                    Mallinckrodt Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    7733 Forsyth Blvd
                    St. Louis, MO 63105-1820
ITEM 2(A). NAME OF PERSON(S) FILING
                    Barclays Global Investors, N.A.

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    45 Fremont Street
                    San Francisco, CA 94105
ITEM 2(C). CITIZENSHIP
                    U.S.A

ITEM 2(D). TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E). CUSIP NUMBER
                    561232109

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b)/X/ Bank as defined in section 3(a)(6) of the Act

(c) // Insurance Company as defined in section 3(a)(19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
        (Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

<PAGE>

                                                                        Page 3A

ITEM 1(A). NAME OF ISSUER
                    Mallinckrodt Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    7733 Forsyth Blvd
                    St. Louis, MO 63105-1820
ITEM 2(A). NAME OF PERSON(S) FILING
                    Barclays Global Fund Advisors

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    45 Fremont Street
                    San Francisco, CA 94105
ITEM 2(C). CITIZENSHIP
                    U.S.A

ITEM 2(D). TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E). CUSIP NUMBER
                    561232109

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b)/X/ Bank as defined in section 3(a)(6) of the Act

(c) // Insurance Company as defined in section 3(a)(19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
        (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

<PAGE>

                                                                        Page 3B
ITEM 1(A). NAME OF ISSUER
                    Mallinckrodt Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    7733 Forsyth Blvd
                    St. Louis, MO 63105-1820
ITEM 2(A). NAME OF PERSON(S) FILING
                    Barclays Bank PLC

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    54 Lombard Street
                    London England EC3P 3AH
ITEM 2(C). CITIZENSHIP
                    United Kingdom

ITEM 2(D). TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E). CUSIP NUMBER
                    561232109

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b)/X/ Bank as defined in section 3(a)(6) of the Act

(c) // Insurance Company as defined in section 3(a)(19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
        (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

<PAGE>

                                                                        Page 3C
ITEM 1(A). NAME OF ISSUER
                    Mallinckrodt Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    7733 Forsyth Blvd
                    St. Louis, MO 63105-1820
ITEM 2(A). NAME OF PERSON(S) FILING
                    Barclays Fund Limited

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    Fleetway House, 25 Farringdon Street
                    London, England EC4A 4JA

ITEM 2(C). CITIZENSHIP
                    United Kingdom

ITEM 2(D). TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E). CUSIP NUMBER
                    561232109

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b)/X/ Bank as defined in section 3(a)(6) of the Act

(c) // Insurance Company as defined in section 3(a)(19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
        (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

<PAGE>

                                                                        Page 3D
ITEM 1(A). NAME OF ISSUER
                    Mallinckrodt Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    7733 Forsyth Blvd
                    St. Louis, MO 63105-1820
ITEM 2(A). NAME OF PERSON(S) FILING
                    Barclays Global Investors, LTD

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    1 Swan Lane
                    London, England EC4R 3UD
ITEM 2(C). CITIZENSHIP
                    United Kingdom

ITEM 2(D). TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E). CUSIP NUMBER
                    561232109

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b)/X/ Bank as defined in section 3(a)(6) of the Act

(c) // Insurance Company as defined in section 3(a)(19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
        (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

<PAGE>

                                                                        Page 3E

ITEM 1(A). NAME OF ISSUER
                    Mallinckrodt Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    7733 Forsyth Blvd
                    St. Louis, MO 63105-1820
ITEM 2(A). NAME OF PERSON(S) FILING
                    Barclays Trust and Banking Company (Japan) Ltd.

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    2-2 Otemachi 2-Chome
                    Tokyo Japan 100
ITEM 2(C). CITIZENSHIP
                    Japan

ITEM 2(D). TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E). CUSIP NUMBER
                    561232109

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b)/X/ Bank as defined in section 3(a)(6) of the Act

(c) // Insurance Company as defined in section 3(a)(19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
        (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

<PAGE>

                                                                        Page 4

ITEM 4.    OWNERSHIP
         (a) Amount Beneficially Owned:                         4,817,896

         (b) Percent of Class:                                  6.8%

         (c) Number of shares as to which such person has:
               (i)   sole power to vote or to direct the vote
                       4,414,441
               (ii)  shared power to vote or to direct the vote
                       233
               (iii) sole power to dispose or to direct the disposition of
                       4,817,896
               (iv)  shared power to dispose or to direct the disposition of
                       0

ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
           if this statement is being filed to report the fact that as of the
           date hereof the reporting person has ceased to be the beneficial
           owner of more than five percent of the class of securities, check the
           following. //
                    Not applicable

ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
                    The shares reported are held by the company in trust
                    accounts for the economic benefit of the beneficiaries of
                    those accounts. See also Items 2(a) above.

ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
           THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
                    Not applicable


ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
                    Not applicable

ITEM 9.    NOTICE OF DISSOLUTION OF GROUP
                    Not applicable

<PAGE>
                                                                        Page 5
ITEM 10.   CERTIFICATION
           By signing below I certify that, to the best of my knowledge and
           belief, the securities referred to above were acquired in the
           ordinary course of business and were not acquired for the purpose
           of and do not have the effect of changing or influencing the
           control of the issuer of such securities and were not acquired in
           connection with or as a participant in any transaction having
           such purposes or effect.

           SIGNATURE

           After reasonable inquiry and to the best of my knowledge and
           belief, I certify that the information set forth in this
           statement is true, complete and correct.


                                                     February 12, 1999



                                                     Wendy Beller
                                                     Manager of Compliance




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