<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)


                                   04-2052042
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)


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


                          Stock Restriction Agreement
--------------------------------------------------------------------------------
                           (Full Title of the Plan)

                 MURRAY GROSS, ESQ., 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(1)    Price(1)         Fee
--------------------------------------------------------------------------------
<S>                        <C>           <C>            <C>            <C>
Common Stock
$1 Par Value               15,000       $25.7188       $385,782       $107.25 
================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee. This
     fee is based on the average of the high and low sales prices for a share of
     EG&G, Inc. Common Stock on December 16, 1998 as reported on the New York
     Stock Exchange Composite Transaction Tape in accordance with Rules 457(c)
     and 457(h) of the Securities Act of 1933, as amended.



<PAGE>   2

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

     The information required by Part I of Form S-8 is included in documents
sent or given to the recipient of the Restricted Stock Agreement of EG&G, Inc.
("EG&G, the "Company" or the "Registrant") 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 following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

     a.   The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act, that contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed.

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

     c.   The description of the Company's Common Stock as contained in Form 
10, dated April 29, 1965, as amended by Form 8, dated June 5, 1990, and 
including any amendment or report filed for the purpose of updating such 
description.

     All reports and other documents subsequently filed by the Company 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 securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and 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.

Item 4.   DESCRIPTION OF SECURITIES

     Not Applicable     

                                       -2-


<PAGE>   3


Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     LEGAL OPINION - The validity of the shares of Common Stock to be offered
hereunder has been passed upon for EG&G by Murray Gross, Senior Vice President,
General Counsel and Clerk of the Company.

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 EG&G's By-Laws, to which reference is hereby made,
contain provisions authorizing indemnification by EG&G of directors, officers,
employees or agents against certain liabilities and expenses which they may
incur as directors, officers, employees or agents of EG&G 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 by-law 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 by-laws, 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 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 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



                                       -4-


<PAGE>   4


(1) one or more officers or employees of the corporation whom the director,
officer or incorporator reasonably believes to be reliable and competent in the
matters presented, or (2) counsel, public accountants or other persons as to
matters which the director, officer or incorporator reasonably believes to be
within such a person's professional expert competence, or (3) in the case of a
director, a duly constituted committee of the board 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 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 Section 61 or
62 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 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 stockholders 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 By-laws of the Registrant contains provisions
relating to the indemnification of directors and officers of the Registrant
which are consistent with Section 67 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



                                       -5-


<PAGE>   5


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 of the Massachusetts Business Corporation Law also contains
provisions authorizing a corporation to obtain insurance on behalf of any
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 By-Laws.

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:

     (a)  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 of 1933;

          (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



                                       -6-


<PAGE>   6


          (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;

provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and 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 Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

     (b)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

     (c)  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.

     (d)  If the registrant is a foreign private issuer, to file a 
post-effective amendment to the registration statement to include any financial 
statements required by Rule 3-19 of this chapter at the start of any delayed 
offering or throughout a continuous offering. Financial statements and 
information otherwise required by Section 10(a)(3) of the Act need not be 
furnished, provided, that the registrant includes in the prospectus, by means 
of a post-effective amendment, financial statements required pursuant to this 
paragraph (a)(4) and other information necessary to ensure that all other 
information in the prospectus is at least as current as the date of those 
financial statements. Notwithstanding the foregoing, with respect to 
registration statements on Form F-3, a post-effective amendment need not be 
filed to include financial statements and information required by Section 
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements 
and information are contained in periodic reports filed with or furnished to 
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in the Form 
F-3. 

2.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by a final adjudication of
such issue.





                                       -7-


<PAGE>   7


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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, Commonwealth of Massachusetts, on the 16th
day of December, 1998.


                                   EG&G, INC.



                                   By: /s/ John M. Kucharski
                                       ----------------------------------------
                                       John M. Kucharski, Chairman of the Board
                                       and Chief Executive Officer






                                       -8-


<PAGE>   8


                                POWER OF ATTORNEY

     We, the undersigned officers and directors of EG&G, Inc., hereby severally
constitute John M. Kucharski and Murray Gross, 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 filed herewith and any amendments to said Registration Statement, and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable EG&G, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

     Witness our hands and common seals on the date set forth below.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.


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


/s/ John M. Kucharski           Chairman of the               December 16, 1998
-----------------------------   Board and Chief
John M. Kucharski               Executive Officer
                                (Principal Executive
                                Officer)

/s/ John F. Alexander, II       Senior Vice President         December 16, 1998
-----------------------------   and Chief Financial          
John F. Alexander, II           Officer (Principal           
                                Financial Officer)           
                                                             
                                                             
/s/ Gregory D. Perry            Corporate Controller          December 16, 1998
-----------------------------   (Principal Accounting        
Gregory D. Perry                Officer)                     
                                                             
                                                             
/s/ John M. Kucharski           Director                      December 16, 1998
-----------------------------                                
John M. Kucharski                                            
                                                             



                                       -9-
<PAGE>   9



/s/ Tamara J. Erickson          Director                    December 16, 1998
-----------------------------
Tamara J. Erickson


/s/ John B. Gray                Director                    December 16, 1998
-----------------------------                           
John B. Gray                                            
                                                        
                                                        
/s/ Kent F. Hansen              Director                    December 16, 1998
-----------------------------                           
Kent F. Hansen                                          
                                                        
                                                        
/s/ John F. Keane               Director                    December 16, 1998
-----------------------------                           
John F. Keane                                           
                                                        
                                                        
/s/ Nicholas A. Lopardo         Director                    December 16, 1998
-----------------------------                           
Nicholas A. Lopardo                                     
                                                        
                                                        
/s/ Greta E. Marshall           Director                    December 16, 1998
-----------------------------                           
Greta E. Marshall                                       
                                                        
                                                        
/s/ Michael C. Ruettgers        Director                    December 16, 1998
-----------------------------                           
Michael C. Ruettgers                                    
                                                        
                                                        
/s/ Gregory L. Summe            Director                    December 16, 1998
-----------------------------                           
Gregory L. Summe                                        
                                                        
                                                        
/s/ John Larkin Thompson        Director                    December 16, 1998
-----------------------------                           
John Larkin Thompson                                    
                                                        
                                                        
/s/ G. Robert Tod               Director                    December 16, 1998
-----------------------------                           
G. Robert Tod                                           
                                                        
                                                        

                                       -10-
<PAGE>   10
                                  EXHIBIT INDEX


EXHIBIT
NUMBER             EXHIBIT
------             -------

 4.       (i)      EG&G's Restated Articles of Organization, filed with the 
                   Massachusetts Secretary of the Commonwealth on July 31, 1995
                   were filed as an Exhibit to EG&G's Registration Statement on
                   Form S-8, File No. 33-62805 and are herein incorporated by
                   reference

         (ii)      EG&G's By-laws as amended and restated on December 17, 1997 
                   were filed as an Exhibit 3.2 to EG&G's Annual Report on Form
                   10-K, File No. 1-05075 for the fiscal year ending December 
                   28, 1997 and are herein incorporated by reference

        (iii)      The form of certificate used to evidence ownership of EG&G 
                   Common Stock, $1 par value, was filed as Exhibit 4(a) to
                   EG&G's Registration Statement on Form S-3, File No. 2-69642
                   and is herein incorporated by reference

         (iv)      The Rights Agreement, dated as of January 25, 1995 between 
                   EG&G, Inc. and The First National Bank of Boston was filed as
                   Exhibit 4.1 to the Company's Form 8-K dated January 25, 1995
                   and is herein incorporated by reference

 5.                Opinion of Murray Gross, Esquire, Senior Vice President,
                   General Counsel and Clerk to EG&G, Inc.

23.                Consent of Experts and Counsel

          (i)      Consent of Arthur Andersen LLP

         (ii)      Consent of Murray Gross, Esquire, is included in his Opinion 
                   filed as Exhibit 5
                   
24.                Power of Attorney is included on the signature page of this
                   Registration Statement






                                      -11-
[{"type": "S-8", "sequence": "1", "description": "EG&G, INC.", "secsgml_size_bytes": 27341}]
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1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-2052042
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

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

                          Stock Restriction Agreement
--------------------------------------------------------------------------------
                           (Full Title of the Plan)

                 MURRAY GROSS, ESQ., 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(1)    Price(1)         Fee
--------------------------------------------------------------------------------
Common Stock
$1 Par Value               15,000       $25.7188       $385,782       $107.25 
================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee. This
     fee is based on the average of the high and low sales prices for a share of
     EG&G, Inc. Common Stock on December 16, 1998 as reported on the New York
     Stock Exchange Composite Transaction Tape in accordance with Rules 457(c)
     and 457(h) of the Securities Act of 1933, as amended.
2

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

     The information required by Part I of Form S-8 is included in documents
sent or given to the recipient of the Restricted Stock Agreement of EG&G, Inc.
("EG&G, the "Company" or the "Registrant") 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 following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

     a.   The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act, that contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed.

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

     c.   The description of the Company's Common Stock as contained in Form 
10, dated April 29, 1965, as amended by Form 8, dated June 5, 1990, and 
including any amendment or report filed for the purpose of updating such 
description.

     All reports and other documents subsequently filed by the Company 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 securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and 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.

Item 4.   DESCRIPTION OF SECURITIES

     Not Applicable     

                                       -2-
3

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     LEGAL OPINION - The validity of the shares of Common Stock to be offered
hereunder has been passed upon for EG&G by Murray Gross, Senior Vice President,
General Counsel and Clerk of the Company.

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 EG&G's By-Laws, to which reference is hereby made,
contain provisions authorizing indemnification by EG&G of directors, officers,
employees or agents against certain liabilities and expenses which they may
incur as directors, officers, employees or agents of EG&G 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 by-law 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 by-laws, 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 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 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

                                       -4-
4

(1) one or more officers or employees of the corporation whom the director,
officer or incorporator reasonably believes to be reliable and competent in the
matters presented, or (2) counsel, public accountants or other persons as to
matters which the director, officer or incorporator reasonably believes to be
within such a person's professional expert competence, or (3) in the case of a
director, a duly constituted committee of the board 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 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 Section 61 or
62 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 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 stockholders 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 By-laws of the Registrant contains provisions
relating to the indemnification of directors and officers of the Registrant
which are consistent with Section 67 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

                                       -5-
5

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 of the Massachusetts Business Corporation Law also contains
provisions authorizing a corporation to obtain insurance on behalf of any
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 By-Laws.

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:

     (a)  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 of 1933;

          (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

                                       -6-
6

          (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;

provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and 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 Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

     (b)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

     (c)  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.

     (d)  If the registrant is a foreign private issuer, to file a 
post-effective amendment to the registration statement to include any financial 
statements required by Rule 3-19 of this chapter at the start of any delayed 
offering or throughout a continuous offering. Financial statements and 
information otherwise required by Section 10(a)(3) of the Act need not be 
furnished, provided, that the registrant includes in the prospectus, by means 
of a post-effective amendment, financial statements required pursuant to this 
paragraph (a)(4) and other information necessary to ensure that all other 
information in the prospectus is at least as current as the date of those 
financial statements. Notwithstanding the foregoing, with respect to 
registration statements on Form F-3, a post-effective amendment need not be 
filed to include financial statements and information required by Section 
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements 
and information are contained in periodic reports filed with or furnished to 
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in the Form 
F-3. 

2.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by a final adjudication of
such issue.

                                       -7-
7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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, Commonwealth of Massachusetts, on the 16th
day of December, 1998.

                                   EG&G, INC.

                                   By: /s/ John M. Kucharski
                                       ----------------------------------------
                                       John M. Kucharski, Chairman of the Board
                                       and Chief Executive Officer

                                       -8-
8

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of EG&G, Inc., hereby severally
constitute John M. Kucharski and Murray Gross, 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 filed herewith and any amendments to said Registration Statement, and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable EG&G, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

     Witness our hands and common seals on the date set forth below.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

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

/s/ John M. Kucharski           Chairman of the               December 16, 1998
-----------------------------   Board and Chief
John M. Kucharski               Executive Officer
                                (Principal Executive
                                Officer)

/s/ John F. Alexander, II       Senior Vice President         December 16, 1998
-----------------------------   and Chief Financial          
John F. Alexander, II           Officer (Principal           
                                Financial Officer)           
                                                             
                                                             
/s/ Gregory D. Perry            Corporate Controller          December 16, 1998
-----------------------------   (Principal Accounting        
Gregory D. Perry                Officer)                     
                                                             
                                                             
/s/ John M. Kucharski           Director                      December 16, 1998
-----------------------------                                
John M. Kucharski                                            
                                                             

                                       -9-
9

/s/ Tamara J. Erickson          Director                    December 16, 1998
-----------------------------
Tamara J. Erickson

/s/ John B. Gray                Director                    December 16, 1998
-----------------------------                           
John B. Gray                                            
                                                        
                                                        
/s/ Kent F. Hansen              Director                    December 16, 1998
-----------------------------                           
Kent F. Hansen                                          
                                                        
                                                        
/s/ John F. Keane               Director                    December 16, 1998
-----------------------------                           
John F. Keane                                           
                                                        
                                                        
/s/ Nicholas A. Lopardo         Director                    December 16, 1998
-----------------------------                           
Nicholas A. Lopardo                                     
                                                        
                                                        
/s/ Greta E. Marshall           Director                    December 16, 1998
-----------------------------                           
Greta E. Marshall                                       
                                                        
                                                        
/s/ Michael C. Ruettgers        Director                    December 16, 1998
-----------------------------                           
Michael C. Ruettgers                                    
                                                        
                                                        
/s/ Gregory L. Summe            Director                    December 16, 1998
-----------------------------                           
Gregory L. Summe                                        
                                                        
                                                        
/s/ John Larkin Thompson        Director                    December 16, 1998
-----------------------------                           
John Larkin Thompson                                    
                                                        
                                                        
/s/ G. Robert Tod               Director                    December 16, 1998
-----------------------------                           
G. Robert Tod                                           
                                                        
                                                        

                                       -10-
10
                                  EXHIBIT INDEX

EXHIBIT
NUMBER             EXHIBIT
------             -------

 4.       (i)      EG&G's Restated Articles of Organization, filed with the 
                   Massachusetts Secretary of the Commonwealth on July 31, 1995
                   were filed as an Exhibit to EG&G's Registration Statement on
                   Form S-8, File No. 33-62805 and are herein incorporated by
                   reference

         (ii)      EG&G's By-laws as amended and restated on December 17, 1997 
                   were filed as an Exhibit 3.2 to EG&G's Annual Report on Form
                   10-K, File No. 1-05075 for the fiscal year ending December 
                   28, 1997 and are herein incorporated by reference

        (iii)      The form of certificate used to evidence ownership of EG&G 
                   Common Stock, $1 par value, was filed as Exhibit 4(a) to
                   EG&G's Registration Statement on Form S-3, File No. 2-69642
                   and is herein incorporated by reference

         (iv)      The Rights Agreement, dated as of January 25, 1995 between 
                   EG&G, Inc. and The First National Bank of Boston was filed as
                   Exhibit 4.1 to the Company's Form 8-K dated January 25, 1995
                   and is herein incorporated by reference

 5.                Opinion of Murray Gross, Esquire, Senior Vice President,
                   General Counsel and Clerk to EG&G, Inc.

23.                Consent of Experts and Counsel

          (i)      Consent of Arthur Andersen LLP

         (ii)      Consent of Murray Gross, Esquire, is included in his Opinion 
                   filed as Exhibit 5
                   
24.                Power of Attorney is included on the signature page of this
                   Registration Statement

                                      -11-