BECKMAN INSTRUMENTS INC
10-Q, 1994-04-22
LABORATORY ANALYTICAL INSTRUMENTS
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                                  FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D. C. 20549
     
     (Mark One)
     (X)   Quarterly Report Pursuant to Section 13 or 15(d) of the

                       Securities Exchange Act of 1934

                For the quarterly period ended March 31, 1994

                                      OR

     ( )   Transition Report Pursuant to Section 13 or 15(d) of the

                       Securities Exchange Act of 1934

           For the transition period from __________ to __________
                  
                      Commission File Number  001-10109


                          BECKMAN INSTRUMENTS, INC.
            (Exact name of registrant as specified in its charter)
                                                
     Delaware                                     95-104-0600
(State of Incorporation)                        (I.R.S. Employer
                                              Identification No.)

             2500 Harbor Boulevard, Fullerton, California  92634
           (Address of principal executive offices)  (Zip Code)

                                (714) 871-4848
             (Registrant's telephone number including area code)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes (X) No ( ).


                    APPLICABLE ONLY TO CORPORATE ISSUERS:

Outstanding shares of common stock, $0.10 par value, as of April 12,
1994:  29,050,918 shares.


<PAGE>
                                    PART I

                            FINANCIAL INFORMATION


Item 1.    Financial Statements                                 Page

           Condensed Consolidated Statements of Earnings
           for the three months ended March 31, 1994 and
           1993                                                    3

           Condensed Consolidated Balance Sheets
           as of March 31, 1994 and December 31, 1993              4

           Condensed Consolidated Statements of Cash Flows
           for the three months ended March 31, 1994 and
           1993                                                    5

           Notes to Condensed Consolidated Financial Statements    6


Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                     9



                                   PART II

                              OTHER INFORMATION


Item 1.    Legal Proceedings                                      12

Item 2.    Changes In Securities                                  12

Item 3.    Defaults Upon Senior Securities                        12

Item 4.    Submission of Matters to a Vote of Security-Holders    12

Item 5.    Other Information                                      12

Item 6.    Exhibits and Reports on Form 8-K                       13

<PAGE>

                         BECKMAN INSTRUMENTS, INC.
                           FIRST QUARTER REPORT
               CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
              (Dollars in Millions, Except Amounts Per Share)
                                 Unaudited


                                                  Three Months Ended     
                                                       March 31    
                                                 -------------------
                                                  1994        1993    
                                                 ------      ------
Sales                                            $198.6      $201.7  

Operating costs and expenses:
  Cost of sales                                    95.1        97.1   
  Marketing, administrative and general            63.4        63.3   
  Research, development and engineering            21.6        22.4   
  Restructuring charge                              1.2           -
                                                  ------      ------
                                                  181.3       182.8  
                                                  ------      ------
  
Operating income                                   17.3        18.9  

Nonoperating income (expense):
  Interest income                                   1.1         0.9  
  Interest expense                                 (2.7)       (3.1) 
  Other, net                                       (0.7)       (0.7) 
                                                  ------      ------
                                                   (2.3)       (2.9) 
                                                  ------      ------

Earnings before income taxes                       15.0        16.0  
Provision for income taxes                          5.2         5.8  

Net earnings before cumulative effect of
 changes in accounting principles                   9.8        10.2  

Cumulative effect of changes in 
accounting principles:
  Accounting for income taxes                         -        26.2
  Accounting for postretirement benefits
   other than pensions (net of tax 
   benefit of $17.0)                                  -       (30.2)
  Accounting for postemployment benefits
   (net of tax benefit of $3.0)                    (5.1)          -
                                                  ------      ------
Net earnings                                      $ 4.7       $ 6.2  
                                                  ======      ======

Average number of shares 
 outstanding (thousands)                         27,917      28,211  

Net earnings per share before cumulative effect
 of changes in accounting principles               $0.35       $0.36

Cumulative effect of changes in 
accounting principles:
  Accounting for income taxes                         -         0.93         
  Accounting for postretirement benefits
   other than pensions                                -        (1.07) 
  Accounting for postemployment benefits           (0.18)          -
                                                  ------      ------
Net earnings per share                            $ 0.17      $ 0.22  
                                                  ======      ======

See accompanying notes to condensed consolidated financial statements.

<PAGE>
                         BECKMAN INSTRUMENTS,INC.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                           (Dollars in Millions)
                                 Unaudited



                                                March 31   December 31
                                                  1994        1993    
                                                --------    --------
Assets

Current assets:
 Cash and equivalents                            $ 14.3      $ 24.2
 Short-term investments                            25.2        21.9
 Trade receivables                                254.9       252.1
 Inventories                                      164.4       163.9
 Deferred income taxes                             72.1        70.6
 Other current assets                              13.2        11.8
                                                  ------      ------
  Total current assets                            544.1       544.5
                                                  
Property, plant and equipment, net                217.5       216.8
Deferred income taxes                              30.7        30.3
Other assets                                       27.2        28.4
                                                  ------      ------
  Total assets                                   $819.5      $820.0
                                                  ======      ======
Liabilities and Stockholders' Equity

Current liabilities:
 Notes payable                                   $ 27.7      $ 31.7
 Accounts payable and accrued expenses            229.8       242.7
 Income taxes                                      51.5        48.9
                                                  ------      ------
  Total current liabilities                       309.0       323.3

Long-term debt                                    106.9       113.7
Other liabilities                                 125.6       107.5
                                                  ------      ------
  Total liabilities                               541.5       544.5
                                                  ------      ------
Stockholders' equity                              278.0       275.5
                                                  ------      ------
  Total liabilities and stockholders' equity     $819.5      $820.0
                                                  ======      ======

See accompanying notes to condensed consolidated financial statements.

<PAGE>
                            BECKMAN INSTRUMENTS,INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Millions)
                                   Unaudited

                                                   Three Months Ended
                                                         March 31    
                                                   ------------------
                                                     1994      1993
                                                   -------   --------
Cash Flows From Operating Activities
 Net earnings. . . . . . . . . . . . . . . . . . .  $ 4.7     $ 6.2
 Adjustments to reconcile net earnings to net
 cash provided by operating activities:
  Depreciation and amortization. . . . . . . . . .   16.5      15.6
  Changes in assets and liabilities:
   Trade receivables . . . . . . . . . . . . . . .   (1.4)      6.2
   Inventories . . . . . . . . . . . . . . . . . .     -       (9.4)
   Deferred income taxes . . . . . . . . . . . . .   (1.8)    (37.2)
   Accounts payable and accrued expenses . . . . .   (6.7)    (20.5)
   Restructure reserve . . . . . . . . . . . . . .   (9.5)       -
   Income taxes. . . . . . . . . . . . . . . . . .    2.6       2.6
   Other . . . . . . . . . . . . . . . . . . . . .   17.7       5.0
                                                    ------    ------
     Net cash provided (used) by 
      operating activities . . . . . . . . . . . .   22.1     (31.5)
                                                    ------    ------
Cash Flows from Investing Activities
 Additions to property, plant and equipment. . . .  (19.5)    (18.2)
 Disposal of property, plant and equipment . . . .    3.4       3.7
 Net (purchase)of investments. . . . . . . . . . .   (3.3)       -
                                                    ------    ------
     Net cash used by investing activities . . . .  (19.4)    (14.5)
                                                    ------    ------
Cash Flows from Financing Activities
 Dividends to stockholders . . . . . . . . . . . .   (2.8)     (2.4)
 Proceeds from issuance of stock . . . . . . . . .    2.4       3.3
 Treasury stock repurchase . . . . . . . . . . . .     -      (15.9)
 Notes payable borrowing . . . . . . . . . . . . .    6.7       9.2
 Notes payable reductions. . . . . . . . . . . . .  (11.7)     (5.6)
 Long-term debt borrowing. . . . . . . . . . . . .    4.7      67.0
 Long-term debt reductions . . . . . . . . . . . .  (11.7)    (27.3)
 Other . . . . . . . . . . . . . . . . . . . . . .   (0.3)       -
                                                    ------    ------
    Net cash provided (used) by financing 
     activities. . . . . . . . . . . . . . . . . .  (12.7)     28.3
                                                    ------    ------
 Effect of exchange rates on cash 
  and equivalents. . . . . . . . . . . . . . . . .    0.1      (0.5)
                                                    ------    ------
 Decrease in cash and equivalents. . . . . . . . .   (9.9)    (18.2)

 Cash and equivalents -- beginning of period . . .   24.2      25.9
                                                    ------    ------
 Cash and equivalents -- end of period . . . . . .  $14.3     $ 7.7
                                                    ======    ======

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for:
  Interest . . . . . . . . . . . . . . . . . . . .  $ 1.4     $ 3.4
  Income taxes . . . . . . . . . . . . . . . . . .  $ 1.1     $  -

See accompanying notes to condensed consolidated financial statements.

<PAGE>
                         BECKMAN INSTRUMENTS, INC.
                                     
                                 Notes To
                Condensed Consolidated Financial Statements


1      Report by Management
In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments,
consisting only of normal recurring accruals, necessary for a fair
presentation of the results for the periods.  The statements are
prepared in accordance with the requirements of Form 10-Q and do not
include all disclosures required by generally accepted accounting
principles or those made in the annual Form 10-K for 1993 which is
on file with the Securities and Exchange Commission.

The results of operations for the three months ended March 31, 1994
are not necessarily indicative of the results to be expected for the
year ending December 31, 1994.

2      Inventories
Inventories are comprised of the following:

                             March 31          December 31
                               1994                1993   
                             ----------        -----------
       Finished products     $ 109.9             $ 110.2
       Raw materials, parts
         and assemblies         43.7                42.0
       Work in-process          10.8                11.7
                             -------             -------
                             $ 164.4             $ 163.9
                             =======             =======

3 Changes in Accounting Principles

Postemployment benefits
Effective January 1, 1994 the Company adopted Statement of Financial
Accounting Standards No. 112 ("SFAS 112") "Employers' Accounting for
Postemployment Benefits".  This statement requires the Company to
recognize an obligation for postemployment benefits provided to
former or inactive employees, their beneficiaries and covered
dependents after employment but before retirement.  Accordingly, the
Company recognized a transition obligation of $8.1 million and a net
expense of $5.1 million (net of tax benefit of $3.0) as the
cumulative effect of the accounting change.  Adoption of SFAS 112
will not have a material impact on operating results of the Company
for 1994.

Income Taxes
Effective January 1, 1993 the Company adopted Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes".  Accordingly, the Company recognized deferred tax assets
reflecting the benefit expected to be realized from net deductible
temporary differences.  The recognition resulted in the Company
recording income and a tax deferred asset equal to the cumulative
effect of the accounting change of $26.2 million (net of a valuation
allowance of $10.1 million).

Postretirement Benefits Other Than Pension
Effective January 1, 1993 the Company adopted SFAS 106 "Employers
Accounting for Postretirement Benefits Other Than Pensions" and
immediately recognized its obligation for prior years' service cost. 
Accordingly, the Company recorded a transition obligation of $47.2
million and a net expense of $30.2 (net of tax benefits of $17.0)
as the cumulative effect of the accounting change.

4      Contingencies  
The Company is involved in the investigation and remediation of soil
and groundwater contamination for property it sold in 1984.  In 1990
the Company entered into an agreement with the purchaser for
settlement of a 1988 lawsuit and for sharing current and future
costs of investigation, remediation and other claims.  In 1991 a
lawsuit was filed against the 1984 purchaser by a third party that
had subsequently purchased a portion of the above property, alleging
damages caused by the pollution of the property.  Although the
Company is not a named defendant in the action, the Company may be
obligated to contribute to any resolution of that action pursuant
to its 1990 settlement agreement with the original purchaser.  In
1993 the Company increased its existing reserves for soil and
groundwater remediation and for resolution of the 1991 lawsuit by
$12.5 million.  

During 1993 the Company made substantial progress in soil
remediation on the site, although there remains some areas of soil
contamination that may require further remediation.  The Company
also operated a groundwater treatment system throughout most of 1993
and in the fourth quarter expanded the capacity of the system.  The
expanded system is believed to be adequate to remediate the
groundwater based upon available information.  A series of test
wells were drilled on the property which provided additional
information concerning the area of groundwater contamination.  The
Company believes it has established adequate reserves to complete
the remediation of any remaining soil contamination, operation and
maintenance of the expanded groundwater treatment system and any
additional groundwater investigations. 

Investigations on the property are continuing and there can be no
assurance that further investigations will not reveal additional
contamination or result in additional costs.  The Company believes
additional remediation costs for the contamination discovered by the
current investigations and liability for the resolution of the 1991
lawsuit, if any, beyond those already provided will not have a
material adverse effect on the Company's operations or financial
position.   

<PAGE>
Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations

Operations

Sales for the three month period ended March 1994 were $198.6
million, a decrease of $3.1 million from the prior year.  The impact
of changes in foreign currency exchange rates reduced reported sales
by $4.5 million compared to last year.  On a constant currency
basis, sales increased 1% versus the prior year.  Sales for the
North American diagnostic business have grown significantly over the
prior year.  The international diagnostic and bioresearch markets
continue to be impacted by the European recession and cost
containment initiatives in several European health care systems. 
These factors, as well as currency exchange rates, have resulted in
a decrease in reported international sales of more than 5% compared
to the prior year.  The weakness in the international markets,
particularly in Europe, is expected to continue. 

Operating profit of $18.5 million for the first three months of
1994, before the restructuring charge of $1.2 million, is $0.4
million below last year's operating profit.  The decline in
operating profit resulted from a decline in the sales, although
restructuring efforts led to a slight improvement in the gross
profit margin to 52.1% in 1994 from 51.9% in 1993.   Selling,
general and administrative expenses for the first quarter of 1994
have remained at levels consistent with the prior year.  Research
and development expenses of $21.6 million are slightly less than the
first quarter of last year but are over 10% of sales, reflecting the
Company's continued commitment to future products.  After giving
effect to its 1994 restructuring expenses, the Company reported
operating profit for the first quarter of 1994 of $17.3 million.  


The reorganization and restructuring plan announced in the fourth
quarter of 1993 resulted in first quarter 1994 savings attributable
to the Company's voluntary separation program, which resulted in
personnel reductions of approximately 300 through March.  Reduced
sales volume and certain transition costs have mitigated the benefit
of these savings.  As the restructuring implementation gains
momentum, these savings are expected to increase and the benefits
will exceed the transition costs.  The Company anticipates savings
from the restructuring program to be $25 million in 1994.  Not all
of these savings will be incremental to earnings during this time
of company transition, constrained markets and flat sales.

During the first quarter of 1994, the Company began consolidation
of certain European administrative and financial functions in its
facility in Switzerland.  The Company has created a new subsidiary,
Beckman Eurocenter S.A., to perform the finance and administration
functions currently performed at subsidiaries throughout Europe. 

Nonoperating expenses of $2.3 million in 1994 decreased by $0.6
million from the prior year.  The decrease is attributable to lower
net interest expense as the Company has lower levels of both short-
term and long-term debt.

Earnings before income taxes for the first quarter 1994, excluding
the restructuring charge, increased by $0.2 million to $16.2
million.  Including the restructuring charge, the earnings before
taxes was $15.0 million.  The effective tax rate was reduced to 35%
from 36% as a result of increased income in lower tax rate
jurisdictions.  Net earnings for the first three months of 1994
before restructuring charges and changes in accounting principles 
increased to $10.6 million, or $0.38 per share, compared to $10.2
million, or $0.36 per share.  Including the restructuring charge,
net earnings before the cumulative effect of changes in accounting
principles for the first quarter of 1994 decreased to $9.8 million,
or $0.35 per share.  

In the first quarter of 1994, the Company adopted Statement of
Financial Accounting Standard No. 112 ("SFAS 112") "Employers'
Accounting for Postemployment Benefits".  This statement requires
the Company to recognize a prior service obligation resulting from
the Company's commitment to provide benefits to former or inactive
employees, their beneficiaries and covered dependents after
employment but before retirement.   Adoption of SFAS 112 resulted
in the Company recording an aftertax charge of $5.1 million in the
first quarter.  

Net earnings for the first quarter of 1994 were $4.7 million, or
$0.17 per share compared to $6.2 million, or $0.22 per share in
1993.    

The following table summarizes the impact of restructuring charges
and the cumulative effect of changes in accounting principles on net
earnings and earnings per share for the three months ended March 31,
1994 and 1993.

                                                                       
                                           1994           1993   
                                      ------------   -----------
                                             Per           Per
                                        Amt  Share     Amt Share 
                                      -----  -----   ----- -----
Net earnings before restructuring
charge and cumulative effect of
changes in accounting principles      $10.6  $0.38   $10.2 $0.36
                       
Restructuring charge, net of taxes     (0.8) (0.03)      -    -

Cumulative effect of changes in
accounting principles                  (5.1) (0.18)   (4.0)(0.14)
                                      -----  -----   ----- -----
Net earnings                          $ 4.7  $0.17    $6.2 $0.22 
                                      -----  -----   ----- -----


Financial Condition

For the three months ended March 31, 1994, the Company had positive
cash flow from operating and investing activities of $2.7 million. 
This represents an increase of $48.7 million from the same 1993
period.  Contributing to the increase was lower pension plan funding
and smaller incentive compensation payments compared to 1993.  

The ratio of debt to capitalization at March 31, 1994 was 32.6%
compared to 34.5% at December 31, 1993.  The ratio of current assets
to current liabilities at March 31, 1994 of 1.76 has increased from
1.68 at December 31, 1993.  The Company believes it has adequate
financial resources to meet expected cash flow requirements for the
foreseeable future, including the negative short-term impact
associated with the Company's reorganization and restructuring plan. 
In 1995 and beyond, the Company's restructuring plan will have a
positive impact on cash flow.

On March 3, 1994, the Company paid a quarterly cash dividend of $0.10
per share of common stock for a total of $2.8 million.  On March 30,
1994, the Board of Directors declared a $0.10 per share dividend
payable on June 2, 1994 to shareholders of record on May 13, 1994. 
                                      
<PAGE>
                                   PART II

                              OTHER INFORMATION


Item 1.    Legal Proceedings

           None.


Item 2.    Changes In Securities

           None.


Item 3.    Defaults Upon Senior Securities

           None.


Item 4.    Submission of Matters to a Vote of Security-Holders

           The Annual Meeting of the Stockholders of the Company (the
           "Annual Meeting") was held on March 30, 1994.  Four members
           of the Board of Directors whose terms expired at the 1994
           Annual Meeting were elected to new terms expiring at the
           1997 Annual Meeting, with the number of shares voting as
           follows:

                    NAME                 VOTES FOR    VOTES WITHHELD
                    ----                 ---------    --------------

                Earnest H. Clark, Jr.    25,167,969      140,420
                Gavin S. Herbert         25,159,066      149,323
                C. Roderick O'Neil       25,165,959      142,430
                Louis T. Rosso           25,162,377      146,012.  

           The remaining members of the Board of Directors who will
           continue in office and the year in which their terms expire
           are:  Carolyne K. Davis, Ph.D. (1995), Dennis C. Fill
           (1995), William N. Kelley, M.D. (1995), Henry Wendt (1995),
           Francis P. Lucier (1996), David S. Tappan, Jr. (1996) and
           John P. Wareham (1996).


Item 5.    Other Information

           None.


Item 6.    Exhibits and Reports on Form 8-K
           a)   Exhibits

                 4.  Amendment 1993-1 to the Company's Savings and
                     Investment Plan, adopted November 3, 1993, filed
                     in connection with the Form S-8 Registration
                     Statement filed with the Securities and Exchange
                     Commission on September 1, 1992, File
                     No. 33-51506.

                15.  Independent Accountants' Report, April 15, 1994

           b)   Reports on Form 8-K

                None.


                                  Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                     BECKMAN INSTRUMENTS, INC.
                           (Registrant)



Date:  April 20, 1994                  by WILLIAM H. MAY
                                          William H. May
                                          Vice President, General
                                           Counsel and Secretary



Date:  April 20, 1994                 by DENNIS K. WILSON
                                         Dennis K. Wilson
                                         Vice President, Finance
                                          and Chief Financial Officer

<PAGE>
                                EXHIBIT INDEX


Exhibit
Number               Description


 4.           Amendment 1993-1 to the Company's Savings and
              Investment Plan, adopted November 3, 1993, filed in
              connection with the Form S-8 Registration Statement
              filed with the Securities and Exchange Commission on
              September 1, 1992, File No. 33-51506

15.           Independent Accountants' Report, April 15, 1994           





                                                                  EXHIBIT 4

                             AMENDMENT 1993-1

                         BECKMAN INSTRUMENTS, INC.
                        SAVINGS AND INVESTMENT PLAN



          WHEREAS, Beckman Instruments, Inc. ("Company") maintains
the Beckman Instruments, Inc. Savings and Investment Plan ("Plan");
and

          WHEREAS, the Company has the right to amend the Plan; and

          WHEREAS, the Company desires to amend the Plan to allow
for the election provided in Treasury Regulation Section 1.414(q)-
1T, Q&A 14(b), concerning the definition of "highly compensated
employee," to modify the definition of Plan Compensation to conform
to administrative practices and legal changes and to add the
legally-required provisions for "direct rollovers",

          NOW, THEREFORE, the following Amendment 1993-1 is hereby
adopted, effective January 1, 1993, except as otherwise set forth
below.

          1.  Subsection (e) of the definition of "Highly
Compensated Employee" contained in Section 1.2 of the Plan is hereby
amended to read as follows:

     "(e)  For this purpose, if the Committee so elects, the
     'determination year' shall be the Plan Year, and the
     'look-back year' shall be the calendar year ending with
     or within the Plan Year.  Accordingly, since the Plan
     Year is the same as the calendar year, the
     'determination year' and the 'look-back year' shall be
     the same period, as permitted by Regulation Section
     1.414(q)-1T, Q&A 14(b).  This election shall also apply
     to all plans, entities and arrangements of the Company
     which require a determination of highly compensated
     employees under Internal Revenue Code Section 414(q)."

          2.  Effective August 1, 1989, the second sentence of the
definition of "Plan Compensation" contained in Section 1.2 is hereby
amended to read as follows:

     "Plan Compensation also includes any amounts contributed
     to a plan qualifying under Sections 401(k) or 125 of the
     Code as salary reduction contributions."

          3.  Effective January 1, 1994, the following is hereby
added to the end of the definition of "Plan Compensation" contained
in Section 1.2:

     "Effective January 1, 1994, '$200,000' when used above
     shall be replaced by '$150,000.'  The $150,000
     limitation shall be indexed in increments of $10,000."

          4.  The following new Section 6.11 is hereby added to the
Plan:

     "6.11    Direct Rollovers.

          (a) This Section 6.11 applies to distributions
     made on or after January 1, 1993.  Notwithstanding any
     provision of the Plan to the contrary that would
     otherwise limit a Distributee's election under this
     Section 6.11, a Distributee may elect, at the time and
     in the manner prescribed by the Committee, to have any
     portion of an Eligible Rollover Distribution paid
     directly to an Eligible Retirement Plan specified by the
     Distributee in a Direct Rollover.

          (b) Eligible Rollover Distributions:  for purposes
     of this Section 6.11, an "Eligible Rollover
     Distribution: is any distribution of all or any portion
     of the balance to the credit of the Distributee, except
     that an Eligible Rollover Distribution does not include:

              (1)    any distribution to the extent such
          distribution is required under Section 401(a)(9) of
          the Code; and

              (2)    the portion of any distribution that is
          not includable in gross income (determined without
          regard to the exclusion for net unrealized
          appreciation with respect to employer securities).

          (c) Eligible Retirement Plan:  For purposes of
     this Section 6.11, "Eligible Retirement Plan" is an
     individual retirement account described in Section
     408(a) of the Code, an individual retirement annuity
     described in Section 408(b) of the Code, an annuity plan
     described in Section 403(a) of the Code, or a qualified
     trust described in Section 401(a) of the Code, that
     accepts the Distributee's Eligible Rollover
     Distribution.  However, in the case of an Eligible
     Rollover Distribution to the surviving spouse, an
     Eligible Retirement Plan is an individual retirement
     account or individual retirement annuity.

          (d) Distributee:  For purposes of this Section
     6.11, a "Distributee" includes an Employee or former
     Employee.  In addition, the Employee's or former
     Employee's surviving spouse and the Employee's or former
     Employee' spouse or former spouse who is the alternate
     payee under a qualified domestic relations order, as
     defined in Section 414(p) of the Code, are Distributees
     with regard to the interest of the spouse or former spouse.

          (e) Direct Rollover:  For purposes of this Section
     6.11, a "Direct Rollover" is a payment by the Plan to
     the Eligible Retirement Plan specified by the
     Distributee."

          IN WITNESS WHEREOF, this Amendment 1993-1 is hereby
adopted this 3rd day of November, 1993.

                                       BECKMAN INSTRUMENTS, INC.


                                       By:  RICHARD K. SEARS
                                            Richard K. Sears

                                       Its: Vice President - 
                                            Human Resources



KPMG Peat Marwick                                          EXHIBIT 15
     Certified Public Accountants
     Orange County Office
     Center Tower
     650 Town Center Drive
     Costa Mesa, CA 92626

                      Independent Accountants' Report

The Stockholders and Board of Directors
Beckman Instruments, Inc:

We have reviewed the condensed consolidated balance sheet of Beckman
Instruments, Inc. and subsidiaries as of March 31, 1994, and the
related condensed consolidated statements of earnings and cash flows
for the three-month periods ended March 31, 1994 and 1993 in
accordance with standards established by the American Institute of
Certified Public Accountants.

A review of interim financial information consists principally of
obtaining an understanding of the system for the preparation of
interim financial information, applying analytical review procedures
to financial data, and making inquiries of persons responsible for
financial and accounting matters.  It is substantially less in scope
than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the condensed consolidated financial
statements referred to above for them to be in conformity with
generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Beckman
Instruments, Inc. and subsidiaries as of December 31, 1993, and the
related consolidated statements of operations and cash flows for the
year then ended (not presented herein); and in our report dated
January 20, 1994, we expressed an unqualified opinion on those
consolidated financial statements.  In our opinion, the information
set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1993, is fairly presented, in all material
respects, in relation to the consolidated balance sheet from which
it has been derived.

As discussed in Note 3 to the condensed consolidated financial
statements, the Company changed its method of accounting for
postemployment benefits in 1994 and income taxes and postretirement
benefits other than pensions in 1993.

                                               KPMG PEAT MARWICK

Orange County, California
April 15, 1994




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