BECKMAN INSTRUMENTS INC
10-Q, 1995-04-26
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, 1995
   
        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 20, 
1995:  28,950,176 shares. 


<PAGE>
                                PART I
                          FINANCIAL INFORMATION

Item 1.   Financial Statements                                Page

          Condensed Consolidated Statements of Earnings
          for the three month periods ended March 31,
          1995 and 1994                                        3

          Condensed Consolidated Balance Sheets
          as of March 31, 1995 and December 31, 1994           4

          Condensed Consolidated Statements of Cash Flows
          for the three month periods ended March 31, 1995
          and 1994                                             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                                    13

Item 5.   Other Information                                   13

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



<PAGE>
                                PART I

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

<TABLE>

<CAPTION> 
                                                  Three Months Ended
                                                       March 31,     
                                                     1995     1994
                                                    ------   ------
<S>                                                 <C>      <C>
Sales                                               $205.0   $198.6

Operating costs and expenses:
     Cost of sales                                    97.2     95.1
     Marketing, administrative and general            65.2     63.4
     Research, development and engineering            22.1     21.6
     Restructuring charge                              3.1      1.2
                                                     -----    ----- 
                                                     187.6    181.3
                                                     -----    ----- 
Operating income                                      17.4     17.3

Nonoperating income (expense):
     Interest income                                   1.3      1.1
     Interest expense                                 (2.8)    (2.7)
     Other, net                                       (0.3)    (0.7)
                                                     ------   ------ 
                                                      (1.8)    (2.3)
                                                     ------   ------ 
Earnings before income taxes                          15.6     15.0
Income tax provision                                   5.3      5.2 
                                                     ------   ------ 

Net earnings before cumulative effect of
 change in accounting principles                      10.3      9.8
                                                     ------   ------ 
Cumulative effect of change in accounting principles:
     Accounting for postemployment benefits
      (net of tax benefit of $3.0)                       -     (5.1)
                                                     ------   ------ 
Net earnings                                        $ 10.3   $  4.7      
                                                    =======   ======
Weighted average common shares and common
 share equivalents-(thousands)                      28,825   27,917

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

Cumulative effect of change in accounting principles:
     Accounting for postemployment benefits
     (net of tax benefit of $3.0)                        -    (0.18)
                                                     ------   ------ 
Net earnings per share                              $ 0.36   $ 0.17      
                                                    =======   ======

</TABLE>

See accompanying notes to condensed consolidated financial statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                                 March 31, December 31,
                                                    1995     1994    
<S>                                                <C>      <C>
Assets
Current assets:                                        
     Cash and equivalents                          $ 23.7   $ 44.2
     Short-term investments                           4.1      0.7
     Trade receivables                              257.0    265.9
     Inventories                                    162.3    150.7
     Deferred income taxes                           38.4     37.8
     Other current assets                            13.2     12.7
                                                   ------   ------
          Total current assets                      498.7    512.0

Property, plant and equipment, net                  235.7    232.6
Deferred income taxes                                56.8     56.6      
Other assets                                         35.1     27.9
                                                   ------   ------
          Total assets                             $826.3   $829.1
                                                   ======   ======
Liabilities and Stockholders' Equity
                                                      
Current liabilities:
     Notes payable                                 $ 20.4   $ 12.2
     Accounts payable and accrued expenses          189.7    202.9
     Income taxes                                    56.3     53.7
                                                   ------   ------
        Total current liabilities                   266.4    268.8

Long-term debt, less current maturities             117.3    117.3
Other liabilities                                   114.8    126.0
                                                   ------   ------
        Total liabilities                           498.5    512.1
                                                   ------   ------
Stockholders' equity                                327.8    317.0
                                                   ------   ------
        Total liabilities and stockholders' equity $826.3   $829.1
                                                   ======   ======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
                                                            

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

<TABLE>
<CAPTION>
                                                  Three Months Ended
                                                       March 31,
                                                     1995     1994
                                                   -------  -------
<S>                                                <C>      <C>
Cash Flows From Operating Activities
     Net earnings                                  $ 10.3   $  4.7     
     Adjustments to reconcile net earnings to net
     cash provided (used) by operating activities:
          Depreciation and amortization              18.6     16.5
          Deferred income taxes                      (0.6)    (1.8)     
     Changes in assets and liabilities:
          Trade receivables                          11.3     (1.4)     
          Inventories                               (10.6)       -     
          Accounts payable and accrued expenses      (9.5)    (6.7)     
          Restructuring reserve                      (4.5)    (9.5)     
          Accrued income taxes                        2.6      2.6
          Other                                     (19.3)    17.7      
                                                   -------  -------
             Net cash provided (used) 
             by operating activities                 (1.7)    22.1      
                                                   -------  -------
Cash Flows from Investing Activities
     Additions to property, plant and equipment     (24.2)   (19.5)     
     Net disposals of property, plant and equipment   3.3      3.4     
     Sale (Purchase) of short-term investments       (3.4)    (3.3)       
                                                   -------  -------
             Net cash used by investing activities  (24.3)   (19.4)     
                                                   -------  -------
Cash Flows from Financing Activities
     Dividends to stockholders                       (3.1)    (2.8)     
     Proceeds from issuance of stock                  4.4      2.4     
     Purchase of treasury stock                      (2.1)       -     
     Notes payable borrowings                        10.4      6.7     
     Notes payable reductions                        (3.0)   (11.7)     
     Long-term debt borrowings                          -      4.7     
     Long-term debt reductions                       (0.5)   (11.7)     
     Other                                           (0.5)    (0.3)          
                                                   -------  -------
             Net cash provided (used) 
             by financing activities                  5.6    (12.7)     
                                                   -------  -------
     Effect of exchange rates on cash and 
      equivalents                                    (0.1)     0.1      
                                                   -------  -------
     Decrease in cash and equivalents               (20.5)    (9.9)     

     Cash and equivalents -- beginning of period     44.2     24.2      
                                                   -------  -------
     Cash and equivalents -- end of period         $ 23.7   $ 14.3      
                                                   =======  =======
Supplemental Disclosures of Cash Flow Information
     Cash paid during the period for:
          Interest                                   $1.8      $1.4     
          Income taxes                               $3.4      $1.1          

</TABLE>

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 1994 which is on file with the 
Securities and Exchange Commission. 

The results of operations for the three months ended March 31, 1995 
are not necessarily indicative of the results to be expected for the 
year ending December 31, 1995. 

2     Earnings per share

In 1995, earnings per share is computed including common share 
equivalents.  Common share equivalents represent the dilutive effect 
of outstanding stock options.  Common share equivalents were excluded 
in previous periods as they were less than three percent dilutive.  
Primary earnings per share approximates fully diluted earnings per 
share.  Earnings per share are calculated as follows: 

<TABLE>
<CAPTION>
                                             Quarter ended           Quarter ended
                                             March 31, 1995          March 31, 1994
                                                      Earnings                 Earnings
(In thousands, except amounts per share)   Shares     Per Share     Shares     Per Share
                                           ------      -------      ------      ------
<S>                                        <C>         <C>          <C>          <C>
Weighted average shares of
  common stock outstanding                 28,083      $ 0.37       27,917       $0.17
Common share equivalents                      742       (0.01)           *           * 
Weighted average common and
  common share equivalents                 28,825      $ 0.36       27,917       $0.17
                                           ======      =======      ======       =====
*  Less than 3% dilutive
</TABLE>

3     Inventories
Inventories are comprised of the following:

<TABLE>
<CAPTION>
                                     March 31,          December 31,
                                       1995                 1994     
                                      ------               ------
<S>                                   <C>                  <C>
Finished products                     $110.0               $104.1
Raw materials, parts
  and assemblies                        44.2                 41.3
Work in-process                          8.1                  5.3
                                      $162.3               $150.7
                                      ======               ======
</TABLE>

4     Investments

In March 1995, the Company formed a marketing and service alliance 
with BioSepra Inc. ("BioSepra"), a biochromatography systems 
manufacturer, to offer systems for high speed, high resolution 
separation of biomolecules.  The Company paid $3.0 million for the 
exclusive rights to market and sell certain of BioSepra's products. 

Also in March 1995, the Company made a $5.0 million investment in 
Sepracor Inc. ("Sepracor"), receiving exchangeable preferred stock and 
certain rights in regard to the disposition of Sepracor's shares of 
its subsidiary, BioSepra. 


5     Change 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. 


6     Contingencies  

Environmental

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 is obligated to 
contribute to any resolution of that action pursuant to its 1990 
settlement agreement with the original purchaser. 

During 1994 the County formally acknowledged completion of remediation 
of a major portion of the soil, although there remain some areas of 
soil contamination that may require further remediation.  The Company 
continues to operate a groundwater treatment system at the property 
and expects to do so for the foreseeable future.  The Company believes 
it has established adequate reserves to complete the remediation of 
any remaining soil contamination, operation and maintenance of the 
groundwater treatment system and any necessary additional groundwater 
investigations. 

     
In September 1994, one of the tenants of the apartment houses built on 
the above-mentioned property filed a lawsuit against the original 
purchaser and a number of other defendants, not including the Company.  
The lawsuit alleges damages caused by the pollution of the property.  
Although the Company is not a named defendant at this time, the 
Company is obligated to contribute to any resolution of this lawsuit. 
     
Investigations on the property are continuing and there can be no 
assurance that further investigation 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 
and 1994 lawsuits, if any, beyond those already provided will not have 
a material adverse effect on the Company's operations or financial 
position. 


Litigation

Local authorities in Palermo (Sicily), Italy are investigating the 
activities of officials at a local government hospital and laboratory.  
In addition to staff members in charge of the laboratory for the 
Palermo hospital, a number of representatives of the principal 
worldwide companies marketing diagnostic equipment in Italy were taken 
into temporary custody as part of the investigation.  Included were 
three employees of the Company's Italian subsidiary (the 
"Subsidiary").  The investigation, which is still underway, also 
obtained documents from the Subsidiary and from other major diagnostic 
companies.  The inquiry of the Subsidiary focuses on past leasing 
practices for placement of diagnostic equipment which were common 
industrywide practices throughout Italy, but now are alleged to be 
improper.  Recently, new inquiries to the Subsidiary have been 
initiated by prosecutors from some other regions of Italy.  At the 
present time the Company does not expect this matter to have a 
material adverse effect on its operations or financial position. 


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

Operations

Sales for the three month period ended March 1995 were $205.0 million, 
an increase of $6.4 million from the prior year.  The impact of 
changes in foreign currency exchange rates increased reported sales by 
$4.9 million compared to last year.  Sales, excluding the effect of 
foreign currency fluctuations, increased approximately 1.0% versus the 
prior year.  Sales for the North American diagnostic and bioresearch 
businesses increased 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.  The weakness in the international 
markets, particularly in Europe, is expected to continue. 

Operating income for the first quarter of 1995, before restructuring 
charges of $3.1 million and $1.2 million in 1995 and 1994, 
respectively, increased by $2.0 million to $20.5 million.  The 
increase in operating income resulted from an increase in sales and an 
improvement in the gross profit margin to 52.6% in 1995 from 52.1% in 
1994.  Marketing, administrative and general expenses in the first 
quarter of 1995 increased, compared to the same period last year, 
primarily as a result of foreign currency fluctuations.  Research, 
development and engineering expenses of $22.1 million were slightly 
higher than the first quarter of last year but are comparable as a 
percentage of sales, reflecting the Company's continued commitment to 
future products. After giving effect to its 1995 restructuring 
charges, the Company reported operating income of $17.4 million for 
the first quarter. 

The reorganization and restructuring plan announced in the fourth 
quarter of 1993 has resulted in first quarter 1995 savings of about 
$10.0 million which are mainly attributable to the reduction of 
approximately 1,100 employees from 1993. The Company anticipates 
savings from the restructuring program to be $45 million in 1995, but 
not incremental to earnings due to certain transition costs, general 
salary and cost increases, as well as fluctuating foreign currencies. 

Nonoperating expenses of $1.8 million in 1995 decreased by $0.5 
million from the prior year. 

Earnings before income taxes for the first quarter 1995, excluding the 
restructuring charge, increased by $2.5 million to $18.7 million.  
Including the restructuring charge, the earnings before taxes were 
$15.6 million.  The effective tax rate decreased to 34% from 35% as a 
result of increased income in lower tax rate jurisdictions.  Net 
earnings for the first three months of 1995 before restructuring 
charges and change in accounting principles increased to $12.3 
million, or $0.43 per share ($0.44 before the dilutive effect of 
common share equivalents), compared to $10.6 million, or $0.38 per 
share for the prior year's first quarter. 

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 after tax charge of $5.1 million in the first quarter of 
1994.  

Net earnings for the first quarter of 1995 were $10.3 million, or 
$0.36 ($0.37 before the dilutive effect of common share 
equivalents)per share compared to $4.7 million, or $0.17 per share in 
1994.    

The following table summarizes the impact of the dilutive effect of 
common share equivalents, 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, 1995 and 1994. 


<TABLE>
<CAPTION>
                                               1995                         1994         
                                     ------------------------     ------------------------- 
                                                        Per                          Per
                                     Shares     Amt     Share     Shares     Amt     Share 
                                     ------    -----    -----     ------    -----    ------
<S>                                  <C>       <C>      <C>       <C>       <C>      <C>
Net earnings before restructuring
charge and cumulative effect of
change in accounting principles      28,083    $12.3    $0.44     27,917    $10.6    $0.38     
                       
Common share equivalents                742     12.3    (0.01)         *        -        -  
                                     ------             ------    ------             ------             
Net earnings before restructuring
charge and cumulative effect of
change in accounting principles      28,825     12.3     0.43     27,917     10.6     0.38     
                       
Restructuring charge, net of tax
benefit                              28,825     (2.0)   (0.07)    27,917     (0.8)   (0.03)

Cumulative effect of change in
accounting principles                     -        -        -     27,917     (5.1)   (0.18)     
                                               ------   ------              ------   ------             
Net earnings                         28,825    $10.3    $0.36     27,917    $ 4.7    $0.17      
                                     ======    ======   ======    ======    ======   ======
*  Less than 3% dilutive

</TABLE>


Financial Condition

For the three months ended March 31, 1995, the Company had negative 
cash flow from operating and investing activities of $26.0 million.  
This represents a decrease of $28.7 million from the same 1994 period.  
Contributing to the decrease was increased pension plan funding, 
incentive compensation payments and investments compared to 1994. 

The ratio of debt to capitalization at March 31, 1995 was 29.6% 
compared to 29.0% at December 31, 1994.  The ratio of current assets 
to current liabilities at March 31, 1995 of 1.87 has decreased from 
1.90 at December 31, 1994.  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 2, 1995, the Company paid a quarterly cash dividend of $0.11 
per share of common stock for a total of $3.1 million.  On April 6, 
1995, the Board of Directors declared a $0.11 per share dividend 
payable on June 1, 1995 to shareholders of record on May 12, 1995. 
     

<PAGE>

                                PART II
                           OTHER INFORMATION

Item 1.   Legal Proceedings

          As previously reported, the Company is obligated to 
          contribute to any resolution of a lawsuit filed by Forest 
          City Properties Corporation and FC Irvine, Inc. 
          (collectively, "Forest City") against The Prudential 
          Insurance Company of America ("Prudential") in 1991 
          concerning property in Irvine, California formerly owned by 
          the Company.  The Company's obligation arises from its 1990 
          settlement of earlier litigation between the Company and 
          Prudential concerning the same property.  Although the trial 
          of the Forest City lawsuit was scheduled to begin February 
          14, 1995, the case has been waiting for an available 
          courtroom since that date and is expected to begin as soon 
          as one is available.  The trial is expected to continue for 
          approximately two months. 

          As previously reported, since 1992 four toxic tort lawsuits 
          have been filed in Maricopa County Superior Court, Arizona 
          by a number of residents of the Phoenix/Scottsdale area 
          against the Company and a number of other defendants, 
          including Motorola, Inc., Siemens Corporation, the cities of 
          Phoenix and Scottsdale, and others.  The Company has 
          received a joint settlement offer from the plaintiffs in all 
          four cases who also contacted most of the other defendants 
          to discuss settlement.  These discussions are in a very 
          early stage and there can be no assurance that a settlement 
          will be reached.  The Court has set a tentative trial date 
          of September 9, 1996 for the three cases which have been 
          consolidated (Lofgren, Betancourt and Ford).  The Company is 
          indemnified by SmithKline Beecham p.l.c., the successor of 
          its former controlling stockholder, for any costs incurred 
          in these matters in excess of applicable insurance, and thus 
          the outcome of these litigations, even if unfavorable to the 
          Company, should have no effect on the Company's earnings or 
          financial position.  


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 April 6, 1995.  Four members 
          of the Board of Directors whose terms expired at the 1995 
          Annual Meeting were elected to new terms expiring at the 
          1998 Annual Meeting, with the number of shares voting as 
          follows: 

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

          Carolyne K. Davis        24,613,471        217,620
          Dennis C. Fill           24,619,862        211,229
          William N. Kelley        24,621,089        210,002
          Henry Wendt              24,578,497        252,594

          The remaining members of the Board of Directors who will 
          continue in office and the year in which their terms expire 
          are:  Term expiring in 1996:  Francis P. Lucier, David S. 
          Tappan, Jr., John P. Wareham and Betty Woods; Term expiring 
          in 1997:  Earnest H. Clark, Jr., Gavin S. Herbert, C. 
          Roderick O'Neil, and Louis T. Rosso. 

Item 5.   Other Information

          None.


Item 6.   Exhibits and Reports on Form 8-K

          a)   Exhibits

               15. Independent Accountants' Review Report, 
                    April 21, 1995
               27. Financial Data Schedule

          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 21, 1995        by WILLIAM H. MAY           
                                William H. May
                                Vice President, General
                                Counsel and Secretary



Date:  April 21, 1994        by D. K. WILSON
                                Dennis K. Wilson
                                Vice President, Finance
                                and Chief Financial Officer

<PAGE>
EXHIBIT INDEX
FORM 10-Q, FIRST QUARTER, 1995


Exhibit
Number               Description
- -------               -----------


15.          Independent Accountants' Review Report, April 21, 1995          

27.          Financial Data Schedule



                                                           Exhibit 15

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

     Independent Accountants' Review 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, 1995, and the 
related condensed consolidated statements of earnings and cash flows 
for the three-month periods ended March 31, 1995 and 1994.  These 
condensed consolidated financial statements are the responsibility of 
the Company's management. 

We conducted our review in accordance with standards established by 
the American Institute of Certified Public Accountants.  A review of 
interim financial information consists principally of 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 conducted 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, 1994, and the 
related consolidated statements of operations and cash flows for the 
year then ended (not presented herein); and in our report dated 
January 19, 1995, 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, 1994, is fairly stated, in all material respects, in 
relation to the consolidated balance sheet from which it has been 
derived. 

As discussed in Note 5 to the condensed consolidated financial 
statements, the Company changed its method of accounting for 
postemployment benefits in 1994. 

                                           (KPMG Peat Marwick LLP)

Orange County, California
April 21, 1995



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND THE CONDENSED CONSOLIDATED
STATEMENT OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.

(DOLLARS IN MILLIONS, EXCEPT AMOUNTS PER SHARE)
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                              24
<SECURITIES>                                         4
<RECEIVABLES>                                      266
<ALLOWANCES>                                         9
<INVENTORY>                                        162
<CURRENT-ASSETS>                                   499
<PP&E>                                             591
<DEPRECIATION>                                     355
<TOTAL-ASSETS>                                     826
<CURRENT-LIABILITIES>                              266
<BONDS>                                            117
<COMMON>                                             3
                                0
                                          0
<OTHER-SE>                                         325
<TOTAL-LIABILITY-AND-EQUITY>                       826
<SALES>                                            169
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