PURITAN BENNETT CORP
15-12G, 1995-08-25
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                     FORM 15


          Certification and Notice of Termination of Registration under
        Section 12(g) of the Securities Exchange Act of 1934 or Suspension
               of Duty to File Reports Under Sections 13 and 15(d)
                     of the Securities Exchange Act of 1934.

                             COMMISSION FILE NUMBER    0-3717
                                                       ------

                           PURITAN-BENNETT CORPORATION
                           ---------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            4280 HACIENDA DRIVE, PLEASANTON, CA 94588 (510) 463-4000
            --------------------------------------------------------
       (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
               CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

            COMMON STOCK AND ASSOCIATED COMMON STOCK PURCHASE RIGHTS
            --------------------------------------------------------
            (TITLE OF EACH CLASS OF SECURITIES COVERED BY THIS FORM)

                                      NONE
                                      ----
   (TITLE OF ALL OTHER CLASSES OF SECURITIES FOR WHICH A DUTY TO FILE REPORTS
                      UNDER SECTION 13(a) OR 15(d) REMAINS)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)      /X/       Rule 12h-3(b)(1)(ii)     / /
     Rule 12g-4(a)(1)(ii)     / /       Rule 12h-3(b)(2)(i)      / /
     Rule 12g-4(a)(2)(i)      / /       Rule 12h-3(b)(2)(ii)     / /
     Rule 12g-4(a)(2)(ii)     / /       Rule 15d-6               / /
     Rule 12h-3(b)(1)(i)      / /

 Approximate number of holders of record as of the certification or notice date:

                                        1

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Puritan-Bennett Corporation has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

DATE: August 25, 1995        BY:..............................................
                                             Burton A. Dole, Jr.
                                           Chairman, President and
                                           Chief Executive Officer



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