<PAGE>   1
     As filed with the Securities and Exchange Commission on June 28, 1999

                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                                   EG&G, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         MASSACHUSETTS                                          04-2052042
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS                        02481
  (Address of Principal Executive Offices)                       (Zip Code)


                               1999 INCENTIVE PLAN
                            (Full Title of the Plan)


                               TERRANCE L. CARLSON
                            SENIOR VICE PRESIDENT AND
                                 GENERAL COUNSEL
                                   EG&G, INC.
                                45 WILLIAM STREET
                         WELLESLEY, MASSACHUSETTS 02481
                     (Name and Address of Agent for Service)

                                 (781) 237-5100
          (Telephone Number, Including Area Code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================
                                     Proposed         Proposed
  Title of                            Maximum         Maximum
 Securities           Amount         Offering        Aggregate       Amount of
   to be              to be            Price          Offering      Registration
 Registered         Registered       Per Share         Price            Fee
--------------------------------------------------------------------------------
<S>                 <C>              <C>           <C>               <C>

Common Stock,       3,500,000        $31.19(1)     $109,165,000(1)   $30,347.87
$1.00 par value       shares
================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, and
     based on the average of the high and low prices of the Common Stock on the
     New York Stock Exchange on June 22, 1999 in accordance with Rules 457(c)
     and 457(h) under the Securities Act of 1933.

================================================================================



<PAGE>   2
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Registrant's 1999 Incentive Plan, pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

                  (1)      The Registrant's latest annual report filed pursuant
         to Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
         filed pursuant to Rule 424(b) under the Securities Act that contains
         audited financial statements for the Registrant's latest fiscal year
         for which such statements have been filed.

                  (2)      All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the document referred to in (1) above.

                  (3)      The description of the common stock of the
         Registrant, $1.00 par value per share (the "Common Stock"), contained
         in a registration statement filed under the Exchange Act, including any
         amendment or report filed for the purpose of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.




                                      II-1


<PAGE>   3


         ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.


         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The legality of the Common Stock being offered hereby will be
passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts.


         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 67, Chapter 156B of the General Laws of the
Commonwealth of Massachusetts, as amended (the "Massachusetts Business
Corporation Law"), and Article V, Section 9 of the Registrant's Bylaws, to which
reference is hereby made, contain provisions authorizing indemnification by the
Registrant of directors, officers, employees or agents against certain
liabilities and expenses, which they may incur as directors, officers, employees
or agents of the Registrant or of certain other entities. Section 67, Chapter
156B of the Massachusetts Business Corporation Law provides that the
indemnification of directors, officers, employees and agents of a corporation
and persons who serve at the corporation's request as directors, officers,
employees and other agents of another organization may be provided to whatever
extent as shall be specified by (i) the articles of organization of the
corporation or (ii) a bylaw adopted by the stockholders or (iii) a vote adopted
by the holders of a majority of the shares of stock entitled to vote on the
election of directors. Unless otherwise provided in the articles of organization
or the bylaws, the indemnification of any persons described above who are not
directors of the corporation may be provided by the corporation to the extent
authorized by the directors. Such indemnification may include payment by the
corporation of expenses incurred in defending a civil or criminal action or
proceeding prior to the final disposition of such action or proceeding, upon
receipt of an undertaking by the indemnified person to repay such payment if he
shall be adjudicated to be not entitled to indemnification under Section 67,
Chapter 156B of the Massachusetts Business Corporation Law. Any indemnification
may be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization.
Indemnification may not be provided for any person with respect to any matter as
to which that person shall have been adjudicated in any proceeding to not have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation.

                  Section 65, Chapter 156B of the Massachusetts Business
Corporation Law provides a limitation on the imposition of liability under other
sections of the Massachusetts Business Corporation Law. Under this Section, a
director, officer or incorporator of a corporation is to perform his duties in
good faith and in a manner he reasonably believes to be in the best interests of
the corporation and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. Such director, officer or
incorporator is entitled to rely on information, opinions, reports or records,
including financial statements, books of accounts and other financial records,
which are prepared by or presented by or under the supervision of (i) one or
more


                                      II-2


<PAGE>   4


officers or employees of the corporation whom the director, officer or
incorporator reasonably believes to be reliable and competent in the matters
presented, or (ii) counsel, public accountants or other persons as to matters
that the director, officer or incorporator reasonably believes to be within such
a person's professional expert competence, or (iii) in the case of a director, a
duly constituted committee of the Board of Directors upon which he does not
serve, as to matters within its delegated authority, which committee the
director reasonably believes to merit confidence. If a director, officer or
incorporator performs his duties in the manner that is set forth above, that
fact shall be an absolute defense to any claim asserted against him except as
expressly provided by statute.

                  Section 13, Chapter 156B of the Massachusetts Business
Corporation Law provides that the articles of organization of a corporation may
contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of a
fiduciary duty as a director notwithstanding any provision of law imposing such
liability; provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Sections 61 or 62, Chapter 156B of the Massachusetts Business
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. Article Six of the Restated Articles of Organization
of the Registrant contains a provision consistent with Section 13, Chapter 156B
of the Massachusetts Business Corporation Law and provides that to the fullest
extent permitted by the Massachusetts Business Corporation Law, a director of
the Registrant shall not be personally liable to the Registrant or its
stockholder for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability.

                  Section 9 of Article V of the Bylaws of the Registrant
contains provisions relating to the indemnification of directors and officers of
the Registrant, which are consistent with Section 67, Chapter 156B of the
Massachusetts Business Corporation Law. This Section provides that no
indemnification will be provided to any person who was or is a director or
officer with respect to any matter as to which such person shall have been
finally adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the corporation;
nor shall indemnification be provided where the corporation is required or has
undertaken to submit to a court the question of whether or not indemnification
by it is against public policy and it has been finally determined that such
indemnification is against public policy; provided, however, that, prior to such
final adjudication, the corporation may compromise and settle any such claims
and liabilities and pay such expenses, if such settlement or payment, or both,
appears, in the judgment of a majority of those members of the Board of
Directors who are not directly involved in such matters, to be for the best
interest of the corporation as evidenced by a resolution to that effect adopted
after receipt by the corporation of a written opinion of counsel for the
corporation that, based upon the facts available to such counsel such person has
not acted in a manner that would prohibit indemnification.

                  Section 67, Chapter 156B of the Massachusetts Business
Corporation Law also contains provisions authorizing a corporation to obtain
insurance on behalf of any



                                      II-3


<PAGE>   5
director, officer, employee or agent of the corporation against liabilities,
whether or not the corporation would have the power to indemnify against such
liabilities. The Registrant maintains directors' and officers' liability and
company reimbursement liability insurance. Subject to certain deductibles, such
insurance will pay up to $50,000,000 per year on claims or errors and omissions
against the Registrant's directors and officers and will reimburse the
Registrant for amounts paid to indemnify directors and officers against the
costs of such claims pursuant to the Registrant's Bylaws.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

         ITEM 8.  EXHIBITS

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

         ITEM 9.  UNDERTAKINGS

                  1.       The undersigned Registrant hereby undertakes:

                           (1) To file, during any period in which offers or
         sales are being made, a post-effective amendment to this Registration
         Statement:

                                    (i)      To include any prospectus required
                  by Section 10(a)(3) of the Securities Act;

                                    (ii)     To reflect in the prospectus any
                  facts or events arising after the effective date of the
                  Registration Statement (or the most recent post-effective
                  amendment thereof) which, individually or in the aggregate,
                  represent a fundamental change in the information set forth in
                  the Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

                                    (iii)    To include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the Registration Statement or any material change
                  to such information in the Registration Statement;




                                      II-4


<PAGE>   6

                  provided, however, that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the Registrant
                  pursuant to Section 13 or 15(d) of the Exchange Act that are
                  incorporated by reference in the Registration Statement.

                           (2)      That, for the purpose of determining any
         liability under the Securities Act, each such post-effective amendment
         shall be deemed to be a new Registration Statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                           (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

                  2.       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  3.       Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





                                      II-5


<PAGE>   7

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Wellesley, Massachusetts on June 28, 1999.


                                        EG&G, INC.


                                        By: /s/ Gregory L. Summe
                                            -----------------------------------
                                            Gregory L. Summe
                                            President, Chief Executive Officer
                                            and Chairman of the Board



                                POWER OF ATTORNEY

         We, the undersigned officers and directors of EG&G, Inc. hereby
severally constitute Gregory L. Summe, Robert F. Friel, Terrance L. Carlson and
David E. Redlick, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable EG&G, Inc. to comply with all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


      Signature                      Title                            Date
      ---------                      -----                            ----


/s/ Gregory L. Summe        President, Chief Executive Officer    June 28, 1999
-------------------------   and Chairman of the Board of
Gregory L. Summe            Directors (Principal Executive
                            Officer)


/s/ Robert F. Friel         Senior Vice President                 June 28, 1999
-------------------------   and Chief Financial
Robert F. Friel             Officer (Principal
                            Financial Officer)




                                      II-6


<PAGE>   8


/s/ Gregory D. Perry
------------------------------       Corporate Controller        June 28, 1999
Gregory D. Perry                     (Principal Accounting
                                     Officer)

/s/ Tamara J. Erickson               Director                    June 28, 1999
------------------------------
Tamara J. Erickson


                                     Director                    June 28, 1999
------------------------------
Kent F. Hansen


/s/ John F. Keane                    Director                    June 28, 1999
------------------------------
John F. Keane


/s/ Nicholas A. Lopardo              Director                    June 28, 1999
------------------------------
Nicholas A. Lopardo


                                     Director                    June 28, 1999
------------------------------
Greta E. Marshall


/s/ Michael C. Ruettgers             Director                    June 28, 1999
------------------------------
Michael C. Ruettgers


/s/ Gabriel Schmergel                Director                    June 28, 1999
------------------------------
Gabriel Schmergel


/s/ John Larkin Thompson             Director                    June 28, 1999
------------------------------
John Larkin Thompson


                                     Director                    June 28, 1999
------------------------------
G. Robert Tod




                                      II-7


<PAGE>   9
                                  EXHIBIT INDEX


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

   4.1      Restated Articles of Organization of the Registrant filed with the
            Securities and Exchange Commission on March 30, 1999 as Exhibit 3.1
            to the Registrant's Annual Report on Form 10-K and incorporated
            herein by reference.

   4.2      Bylaws of the Registrant filed with the Securities and Exchange
            Commission on March 24, 1998 as Exhibit 3.2 to the Registrant's
            Annual Report on Form 10-K and incorporated herein by reference.

   4.3      The Rights Agreement dated as of January 25, 1995 between the
            Registrant and the First National Bank of Boston filed with the
            Securities and Exchange Commission on January 27, 1995 as Exhibit
            4.1 to the Registrant's Current Report on Form 8-K and incorporated
            herein by reference.

   4.4      Specimen Certificate of Common Stock, $1.00 par value per share, of
            the Registrant is incorporated herein by reference from Exhibit 4(a)
            to the Registrant's Registration Statement on Form S-3 (File No.
            2-69642).

  #5.1      Opinion of Hale and Dorr LLP.

 #23.1      Consent of Hale and Dorr LLP (included in Exhibit 5.1).

 #23.2      Consent of Arthur Andersen LLP, Boston.

 #23.3      Consent of Arthur Andersen LLP, San Jose.

 #23.4      Consent of PricewaterhouseCoopers LLP.

  24.1      Power of Attorney (included on pages II-6 and II-7 of this
            Registration Statement).

 #99.1      1999 Incentive Plan of the Registrant, as amended.

----------
# Filed herewith





                                      II-8
[{"type": "S-8", "sequence": "1", "description": "EG&G, INC.", "secsgml_size_bytes": 24548}]
{"company-data": {"conformed-name": "EG&G INC", "cik": "0000031791", "assigned-sic": "8711", "irs-number": "042052042", "state-of-incorporation": "MA", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81759", "film-number": "99654016"}, "business-address": {"street1": "45 WILLIAM ST", "city": "WELLESLEY", "state": "MA", "zip": "02481", "phone": "7812375100"}, "mail-address": {"street1": "45 WILLIAM ST", "city": "WELLESLEY", "state": "MA", "zip": "02481"}, "former-company": {"former-conformed-name": "EDGERTON GERMESHAUSEN & GRIER INC", "date-changed": "19670626"}}
1
     As filed with the Securities and Exchange Commission on June 28, 1999

                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   EG&G, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         MASSACHUSETTS                                          04-2052042
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS                        02481
  (Address of Principal Executive Offices)                       (Zip Code)

                               1999 INCENTIVE PLAN
                            (Full Title of the Plan)

                               TERRANCE L. CARLSON
                            SENIOR VICE PRESIDENT AND
                                 GENERAL COUNSEL
                                   EG&G, INC.
                                45 WILLIAM STREET
                         WELLESLEY, MASSACHUSETTS 02481
                     (Name and Address of Agent for Service)

                                 (781) 237-5100
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed         Proposed
  Title of                            Maximum         Maximum
 Securities           Amount         Offering        Aggregate       Amount of
   to be              to be            Price          Offering      Registration
 Registered         Registered       Per Share         Price            Fee
--------------------------------------------------------------------------------
Common Stock,       3,500,000        $31.19(1)     $109,165,000(1)   $30,347.87
$1.00 par value       shares
================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based on the average of the high and low prices of the Common Stock on the
     New York Stock Exchange on June 22, 1999 in accordance with Rules 457(c)
     and 457(h) under the Securities Act of 1933.

================================================================================
2
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Registrant's 1999 Incentive Plan, pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

                  (1)      The Registrant's latest annual report filed pursuant
         to Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
         filed pursuant to Rule 424(b) under the Securities Act that contains
         audited financial statements for the Registrant's latest fiscal year
         for which such statements have been filed.

                  (2)      All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the document referred to in (1) above.

                  (3)      The description of the common stock of the
         Registrant, $1.00 par value per share (the "Common Stock"), contained
         in a registration statement filed under the Exchange Act, including any
         amendment or report filed for the purpose of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

                                      II-1
3

         ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The legality of the Common Stock being offered hereby will be
passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 67, Chapter 156B of the General Laws of the
Commonwealth of Massachusetts, as amended (the "Massachusetts Business
Corporation Law"), and Article V, Section 9 of the Registrant's Bylaws, to which
reference is hereby made, contain provisions authorizing indemnification by the
Registrant of directors, officers, employees or agents against certain
liabilities and expenses, which they may incur as directors, officers, employees
or agents of the Registrant or of certain other entities. Section 67, Chapter
156B of the Massachusetts Business Corporation Law provides that the
indemnification of directors, officers, employees and agents of a corporation
and persons who serve at the corporation's request as directors, officers,
employees and other agents of another organization may be provided to whatever
extent as shall be specified by (i) the articles of organization of the
corporation or (ii) a bylaw adopted by the stockholders or (iii) a vote adopted
by the holders of a majority of the shares of stock entitled to vote on the
election of directors. Unless otherwise provided in the articles of organization
or the bylaws, the indemnification of any persons described above who are not
directors of the corporation may be provided by the corporation to the extent
authorized by the directors. Such indemnification may include payment by the
corporation of expenses incurred in defending a civil or criminal action or
proceeding prior to the final disposition of such action or proceeding, upon
receipt of an undertaking by the indemnified person to repay such payment if he
shall be adjudicated to be not entitled to indemnification under Section 67,
Chapter 156B of the Massachusetts Business Corporation Law. Any indemnification
may be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization.
Indemnification may not be provided for any person with respect to any matter as
to which that person shall have been adjudicated in any proceeding to not have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation.

                  Section 65, Chapter 156B of the Massachusetts Business
Corporation Law provides a limitation on the imposition of liability under other
sections of the Massachusetts Business Corporation Law. Under this Section, a
director, officer or incorporator of a corporation is to perform his duties in
good faith and in a manner he reasonably believes to be in the best interests of
the corporation and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. Such director, officer or
incorporator is entitled to rely on information, opinions, reports or records,
including financial statements, books of accounts and other financial records,
which are prepared by or presented by or under the supervision of (i) one or
more

                                      II-2
4

officers or employees of the corporation whom the director, officer or
incorporator reasonably believes to be reliable and competent in the matters
presented, or (ii) counsel, public accountants or other persons as to matters
that the director, officer or incorporator reasonably believes to be within such
a person's professional expert competence, or (iii) in the case of a director, a
duly constituted committee of the Board of Directors upon which he does not
serve, as to matters within its delegated authority, which committee the
director reasonably believes to merit confidence. If a director, officer or
incorporator performs his duties in the manner that is set forth above, that
fact shall be an absolute defense to any claim asserted against him except as
expressly provided by statute.

                  Section 13, Chapter 156B of the Massachusetts Business
Corporation Law provides that the articles of organization of a corporation may
contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of a
fiduciary duty as a director notwithstanding any provision of law imposing such
liability; provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Sections 61 or 62, Chapter 156B of the Massachusetts Business
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. Article Six of the Restated Articles of Organization
of the Registrant contains a provision consistent with Section 13, Chapter 156B
of the Massachusetts Business Corporation Law and provides that to the fullest
extent permitted by the Massachusetts Business Corporation Law, a director of
the Registrant shall not be personally liable to the Registrant or its
stockholder for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability.

                  Section 9 of Article V of the Bylaws of the Registrant
contains provisions relating to the indemnification of directors and officers of
the Registrant, which are consistent with Section 67, Chapter 156B of the
Massachusetts Business Corporation Law. This Section provides that no
indemnification will be provided to any person who was or is a director or
officer with respect to any matter as to which such person shall have been
finally adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the corporation;
nor shall indemnification be provided where the corporation is required or has
undertaken to submit to a court the question of whether or not indemnification
by it is against public policy and it has been finally determined that such
indemnification is against public policy; provided, however, that, prior to such
final adjudication, the corporation may compromise and settle any such claims
and liabilities and pay such expenses, if such settlement or payment, or both,
appears, in the judgment of a majority of those members of the Board of
Directors who are not directly involved in such matters, to be for the best
interest of the corporation as evidenced by a resolution to that effect adopted
after receipt by the corporation of a written opinion of counsel for the
corporation that, based upon the facts available to such counsel such person has
not acted in a manner that would prohibit indemnification.

                  Section 67, Chapter 156B of the Massachusetts Business
Corporation Law also contains provisions authorizing a corporation to obtain
insurance on behalf of any

                                      II-3
5
director, officer, employee or agent of the corporation against liabilities,
whether or not the corporation would have the power to indemnify against such
liabilities. The Registrant maintains directors' and officers' liability and
company reimbursement liability insurance. Subject to certain deductibles, such
insurance will pay up to $50,000,000 per year on claims or errors and omissions
against the Registrant's directors and officers and will reimburse the
Registrant for amounts paid to indemnify directors and officers against the
costs of such claims pursuant to the Registrant's Bylaws.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

         ITEM 8.  EXHIBITS

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

         ITEM 9.  UNDERTAKINGS

                  1.       The undersigned Registrant hereby undertakes:

                           (1) To file, during any period in which offers or
         sales are being made, a post-effective amendment to this Registration
         Statement:

                                    (i)      To include any prospectus required
                  by Section 10(a)(3) of the Securities Act;

                                    (ii)     To reflect in the prospectus any
                  facts or events arising after the effective date of the
                  Registration Statement (or the most recent post-effective
                  amendment thereof) which, individually or in the aggregate,
                  represent a fundamental change in the information set forth in
                  the Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

                                    (iii)    To include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the Registration Statement or any material change
                  to such information in the Registration Statement;

                                      II-4
6

                  provided, however, that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the Registrant
                  pursuant to Section 13 or 15(d) of the Exchange Act that are
                  incorporated by reference in the Registration Statement.

                           (2)      That, for the purpose of determining any
         liability under the Securities Act, each such post-effective amendment
         shall be deemed to be a new Registration Statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                           (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

                  2.       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  3.       Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Wellesley, Massachusetts on June 28, 1999.

                                        EG&G, INC.

                                        By: /s/ Gregory L. Summe
                                            -----------------------------------
                                            Gregory L. Summe
                                            President, Chief Executive Officer
                                            and Chairman of the Board

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of EG&G, Inc. hereby
severally constitute Gregory L. Summe, Robert F. Friel, Terrance L. Carlson and
David E. Redlick, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable EG&G, Inc. to comply with all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

      Signature                      Title                            Date
      ---------                      -----                            ----

/s/ Gregory L. Summe        President, Chief Executive Officer    June 28, 1999
-------------------------   and Chairman of the Board of
Gregory L. Summe            Directors (Principal Executive
                            Officer)

/s/ Robert F. Friel         Senior Vice President                 June 28, 1999
-------------------------   and Chief Financial
Robert F. Friel             Officer (Principal
                            Financial Officer)

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/s/ Gregory D. Perry
------------------------------       Corporate Controller        June 28, 1999
Gregory D. Perry                     (Principal Accounting
                                     Officer)

/s/ Tamara J. Erickson               Director                    June 28, 1999
------------------------------
Tamara J. Erickson

                                     Director                    June 28, 1999
------------------------------
Kent F. Hansen

/s/ John F. Keane                    Director                    June 28, 1999
------------------------------
John F. Keane

/s/ Nicholas A. Lopardo              Director                    June 28, 1999
------------------------------
Nicholas A. Lopardo

                                     Director                    June 28, 1999
------------------------------
Greta E. Marshall

/s/ Michael C. Ruettgers             Director                    June 28, 1999
------------------------------
Michael C. Ruettgers

/s/ Gabriel Schmergel                Director                    June 28, 1999
------------------------------
Gabriel Schmergel

/s/ John Larkin Thompson             Director                    June 28, 1999
------------------------------
John Larkin Thompson

                                     Director                    June 28, 1999
------------------------------
G. Robert Tod

                                      II-7
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                                  EXHIBIT INDEX

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

   4.1      Restated Articles of Organization of the Registrant filed with the
            Securities and Exchange Commission on March 30, 1999 as Exhibit 3.1
            to the Registrant's Annual Report on Form 10-K and incorporated
            herein by reference.

   4.2      Bylaws of the Registrant filed with the Securities and Exchange
            Commission on March 24, 1998 as Exhibit 3.2 to the Registrant's
            Annual Report on Form 10-K and incorporated herein by reference.

   4.3      The Rights Agreement dated as of January 25, 1995 between the
            Registrant and the First National Bank of Boston filed with the
            Securities and Exchange Commission on January 27, 1995 as Exhibit
            4.1 to the Registrant's Current Report on Form 8-K and incorporated
            herein by reference.

   4.4      Specimen Certificate of Common Stock, $1.00 par value per share, of
            the Registrant is incorporated herein by reference from Exhibit 4(a)
            to the Registrant's Registration Statement on Form S-3 (File No.
            2-69642).

  #5.1      Opinion of Hale and Dorr LLP.

 #23.1      Consent of Hale and Dorr LLP (included in Exhibit 5.1).

 #23.2      Consent of Arthur Andersen LLP, Boston.

 #23.3      Consent of Arthur Andersen LLP, San Jose.

 #23.4      Consent of PricewaterhouseCoopers LLP.

  24.1      Power of Attorney (included on pages II-6 and II-7 of this
            Registration Statement).

 #99.1      1999 Incentive Plan of the Registrant, as amended.

----------
# Filed herewith

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