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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 PE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                       06-1534213
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                      Identification Number)

                                 761 MAIN AVENUE
                         NORWALK, CONNECTICUT 06859-0001
          (Address of Principal Executive Offices, including Zip Code)

                                   ----------

                                 PE CORPORATION
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                   ----------

                                WILLIAM B. SAWCH
              Senior Vice President, General Counsel and Secretary
                                 PE CORPORATION
                                 761 Main Avenue
                         Norwalk, Connecticut 06859-0001
                                 (203) 762-1000
           (Name, Address, and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed
                                                                      Maximum              Proposed Maximum
                                             Amount to be        Offering Price Per        Aggregate Offering        Amount of
Title of Securities to be Registered          Registered              Share(1)                  Price(1)         Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                    <C>                   <C>
   PE Corporation - PE Biosystems Group
Common Stock, par value $.01 per share (2)     1,000,000              $80.0313               $80,031,300           $21,129
------------------------------------------------------------------------------------------------------------------------------------
   PE Corporation - Celera Genomics Group
Common Stock, par value $.01 per share (3)      600,000               $48.50                 $29,100,000           $ 7,683
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed maximum offering
     price per share and the registration fee are based upon the reported
     average of the high and low prices for the PE Corporation - PE Biosystems
     Group Common Stock (the "PE Biosytems Stock") and the PE Corporation -
     Celera Genomics Group Common Stock (the "Celera Stock" and, together with
     the PE Biosystems Stock, the "Common Stock") on the New York Stock Exchange
     on November 24, 1999 and November 22, 1999, respectively. The maximum
     offering price per share is estimated solely for purposes of calculating
     the registration fee.

2.   This Registration Statement also pertains to rights to purchase Series A
     Participating Junior Preferred Stock, par value $.01 per share, of the
     Registrant (the "Series A Rights"). Until the occurrence of certain
     prescribed events, the Series A Rights are not exercisable, are evidenced
     by the certificates for PE Biosystems Stock, and will be transferred along
     with and only with such securities. Thereafter, separate rights
     certificates will be issued representing one Series A Right for each share
     of PE Biosystems Stock held, subject to adjustment pursuant to
     anti-dilution provisions.

3.   This Registration Statement also pertains to rights to purchase Series B
     Participating Junior Preferred Stock, par value $.01 per share, of the
     Registrant (the "Series B Rights" and, together with the Series A Rights,
     the "Rights")). Until the occurrence of certain prescribed events, the
     Series B Rights are not exercisable, are evidenced by the certificates for
     Celera Stock, and will be transferred along with and only with such
     securities. Thereafter, separate rights certificates will be issued
     representing one Series B Right for each share of Celera Stock held,
     subject to adjustment pursuant to anti-dilution provisions.

================================================================================
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by PE Corporation (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated in
this Registration Statement by reference:

              (1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999.

              (2) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.

              (3) The descriptions of the Company's Common Stock and Rights
contained in the Company's Registration Statements filed pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), including
any amendment or report filed for the purpose of updating such descriptions.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act in
each year during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's Annual Report on
Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.

         Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

<PAGE>

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Legal matters in connection with the shares of Common Stock subject to
issuance pursuant to the PE Corporation 1999 Employee Stock Purchase Plan have
been passed upon by Thomas P. Livingston, Esq., Assistant Secretary of the
Company. Mr. Livingston is an officer of the Company and a holder of shares (and
options to purchase shares) of Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits the Company's board of directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection with any
threatened, pending, or completed action (except settlements or judgments in
derivative suits), suit, or proceeding in which such person is made a party by
reason of his or her being or having been a director, officer, employee, or
agent of the Company, in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act"). The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.

         The Company's certificate of incorporation and by-laws provide for
indemnification of its directors and officers to the fullest extent permitted by
law.

         As permitted by Sections 102 and 145 of the DGCL, the Company's
certificate of incorporation eliminates a director's personal liability for
monetary damages to the Company and its stockholders arising from a breach or
alleged breach of a director's fiduciary duty except for liability under Section
174 of the DGCL, for liability for any breach of the director's duty of loyalty
to the Company or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or for any
transaction from which the director derived an improper personal benefit.

         The directors and officers of the Company are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act which might be incurred by them in
such capabilities and against which they cannot be indemnified by the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

<PAGE>

Item 8.  Exhibits.

         Exhibit 4(1)      -        Certificate of Incorporation of PE
                                    Corporation (incorporated by reference to
                                    Annex II to the Proxy Statement and
                                    Prospectus included in the Company's
                                    Registration Statement on Form S-4 (No.
                                    333-67797)).

         Exhibit  4(2)     -        By-laws of PE Corporation (incorporated by
                                    reference to Exhibit 3.2 to the Company's
                                    Registration Statement on Form S-4
                                    (No. 333-67797)).

         Exhibit 4(3)      -        Rights Agreement between PE Corporation and
                                    BankBoston, N.A. (incorporated by reference
                                    to Exhibit 4.1 to the Company's Registration
                                    Statement on Form S-4 (No. 333-67797)).

         Exhibit 5         -        Opinion of Thomas P. Livingston, Esq.
                                    (including Consent).

         Exhibit 23(1)     -        Consent of PricewaterhouseCoopers LLP.

         Exhibit 23(2)     -        Consent of Thomas P. Livingston, Esq.
                                    (included in Exhibit 5).

         Exhibit 24        -        Power of Attorney (contained on the
                                    signature pages hereof).


Item 9.  Undertakings.

         (a)  The Company 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 of 1933 (the "1933 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; 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Company pursuant to Section

<PAGE>

13 or Section 15(d) of the 1934 Act that are incorporated by reference in the
registration statement;

         (2) That, for the purpose of determining any liability under the 1933
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; and

         (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.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 City of Norwalk, State of Connecticut, on November 30, 1999.


                                            PE CORPORATION

                                            By: /s/ William B. Sawch
                                               ---------------------------------
                                               William B. Sawch
                                               Senior Vice President, General
                                               Counsel and Secretary


<PAGE>


                                POWER OF ATTORNEY

         We, the undersigned directors and officers of the Company, do hereby
constitute and appoint Dennis L. Winger and William B. Sawch, or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and on our behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933 and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S>                                         <C>                                 <C>

      /s/ Tony L. White                     Chairman of the Board,              November 30, 1999
-----------------------------               President and Chief
Tony L. White                               Executive Officer
                                            (Principal Executive Officer)

      /s/ Dennis L. Winger                  Senior Vice President and           November 30, 1999
-----------------------------               Chief Financial Officer
Dennis L. Winger                            (Principal Financial Officer)

      /s/ Vikram Jog                        Corporate Controller                November 30, 1999
-----------------------------               (Principal Accounting
Vikram Jog                                  Officer)

      /s/ Richard H. Ayers                  Director                            November 30, 1999
-----------------------------
Richard H. Ayers

      /s/ Jean-Luc Belingard                Director                            November 30, 1999
-----------------------------
Jean-Luc Belingard

                                            Director                                       , 1999
-----------------------------
Robert H. Hayes
<PAGE>

                                            Director                                       , 1999
-------------------------------------
Arnold J. Levine

      /s/ Theodore E. Martin                Director                            November 30, 1999
-------------------------------------
Theodore E. Martin

      /s/ Georges C. St. Laurent, Jr.       Director                            November 30, 1999
-------------------------------------
Georges C. St. Laurent, Jr.


      /s/ Carolyn W. Slayman                Director                            November 30, 1999
-------------------------------------
Carolyn W. Slayman

      /s/ Orin R. Smith                     Director                            November 30, 1999
-------------------------------------
Orin R. Smith

      /s/ James R. Tobin                    Director                            November 30, 1999
-------------------------------------
James R. Tobin

</TABLE>

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                                Exhibit
-----------                                -------

      5                    Opinion of Thomas P. Livingston, Esq.

    23(1)                  Consent of PricewaterhouseCoopers LLP
[{"type": "S-8", "sequence": "1", "description": "1999 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 20360}]
{"company-data": {"conformed-name": "PE CORP", "cik": "0000077551", "assigned-sic": "3826", "irs-number": "061534213", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91771", "film-number": "99766440"}, "business-address": {"street1": "761 MAIN AVE", "city": "NORWALK", "state": "CT", "zip": "06859-0001", "phone": "2037621000"}, "mail-address": {"street1": "761 MAIN AVENUE", "city": "NORWALK", "state": "CT", "zip": "06859-0001"}, "former-company": {"former-conformed-name": "PERKIN ELMER CORP", "date-changed": "19930601"}}
Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 PE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                       06-1534213
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                      Identification Number)

                                 761 MAIN AVENUE
                         NORWALK, CONNECTICUT 06859-0001
          (Address of Principal Executive Offices, including Zip Code)

                                   ----------

                                 PE CORPORATION
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                   ----------

                                WILLIAM B. SAWCH
              Senior Vice President, General Counsel and Secretary
                                 PE CORPORATION
                                 761 Main Avenue
                         Norwalk, Connecticut 06859-0001
                                 (203) 762-1000
           (Name, Address, and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed
                                                                      Maximum              Proposed Maximum
                                             Amount to be        Offering Price Per        Aggregate Offering        Amount of
Title of Securities to be Registered          Registered              Share(1)                  Price(1)         Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
PE Corporation - PE Biosystems Group
Common Stock, par value $.01 per share (2)     1,000,000              $80.0313               $80,031,300           $21,129
------------------------------------------------------------------------------------------------------------------------------------
   PE Corporation - Celera Genomics Group
Common Stock, par value $.01 per share (3)      600,000               $48.50                 $29,100,000           $ 7,683
------------------------------------------------------------------------------------------------------------------------------------
1.   Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed maximum offering
     price per share and the registration fee are based upon the reported
     average of the high and low prices for the PE Corporation - PE Biosystems
     Group Common Stock (the "PE Biosytems Stock") and the PE Corporation -
     Celera Genomics Group Common Stock (the "Celera Stock" and, together with
     the PE Biosystems Stock, the "Common Stock") on the New York Stock Exchange
     on November 24, 1999 and November 22, 1999, respectively. The maximum
     offering price per share is estimated solely for purposes of calculating
     the registration fee.

2.   This Registration Statement also pertains to rights to purchase Series A
     Participating Junior Preferred Stock, par value $.01 per share, of the
     Registrant (the "Series A Rights"). Until the occurrence of certain
     prescribed events, the Series A Rights are not exercisable, are evidenced
     by the certificates for PE Biosystems Stock, and will be transferred along
     with and only with such securities. Thereafter, separate rights
     certificates will be issued representing one Series A Right for each share
     of PE Biosystems Stock held, subject to adjustment pursuant to
     anti-dilution provisions.

3.   This Registration Statement also pertains to rights to purchase Series B
     Participating Junior Preferred Stock, par value $.01 per share, of the
     Registrant (the "Series B Rights" and, together with the Series A Rights,
     the "Rights")). Until the occurrence of certain prescribed events, the
     Series B Rights are not exercisable, are evidenced by the certificates for
     Celera Stock, and will be transferred along with and only with such
     securities. Thereafter, separate rights certificates will be issued
     representing one Series B Right for each share of Celera Stock held,
     subject to adjustment pursuant to anti-dilution provisions.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by PE Corporation (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated in
this Registration Statement by reference:

              (1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999.

              (2) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.

              (3) The descriptions of the Company's Common Stock and Rights
contained in the Company's Registration Statements filed pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), including
any amendment or report filed for the purpose of updating such descriptions.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act in
each year during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's Annual Report on
Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.

         Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such 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.

Item 5.  Interests of Named Experts and Counsel.

         Legal matters in connection with the shares of Common Stock subject to
issuance pursuant to the PE Corporation 1999 Employee Stock Purchase Plan have
been passed upon by Thomas P. Livingston, Esq., Assistant Secretary of the
Company. Mr. Livingston is an officer of the Company and a holder of shares (and
options to purchase shares) of Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits the Company's board of directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection with any
threatened, pending, or completed action (except settlements or judgments in
derivative suits), suit, or proceeding in which such person is made a party by
reason of his or her being or having been a director, officer, employee, or
agent of the Company, in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act"). The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.

         The Company's certificate of incorporation and by-laws provide for
indemnification of its directors and officers to the fullest extent permitted by
law.

         As permitted by Sections 102 and 145 of the DGCL, the Company's
certificate of incorporation eliminates a director's personal liability for
monetary damages to the Company and its stockholders arising from a breach or
alleged breach of a director's fiduciary duty except for liability under Section
174 of the DGCL, for liability for any breach of the director's duty of loyalty
to the Company or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or for any
transaction from which the director derived an improper personal benefit.

         The directors and officers of the Company are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act which might be incurred by them in
such capabilities and against which they cannot be indemnified by the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.
Item 8.  Exhibits.

         Exhibit 4(1)      -        Certificate of Incorporation of PE
                                    Corporation (incorporated by reference to
                                    Annex II to the Proxy Statement and
                                    Prospectus included in the Company's
                                    Registration Statement on Form S-4 (No.
                                    333-67797)).

         Exhibit  4(2)     -        By-laws of PE Corporation (incorporated by
                                    reference to Exhibit 3.2 to the Company's
                                    Registration Statement on Form S-4
                                    (No. 333-67797)).

         Exhibit 4(3)      -        Rights Agreement between PE Corporation and
                                    BankBoston, N.A. (incorporated by reference
                                    to Exhibit 4.1 to the Company's Registration
                                    Statement on Form S-4 (No. 333-67797)).

         Exhibit 5         -        Opinion of Thomas P. Livingston, Esq.
                                    (including Consent).

         Exhibit 23(1)     -        Consent of PricewaterhouseCoopers LLP.

         Exhibit 23(2)     -        Consent of Thomas P. Livingston, Esq.
                                    (included in Exhibit 5).

         Exhibit 24        -        Power of Attorney (contained on the
                                    signature pages hereof).

Item 9.  Undertakings.

         (a)  The Company 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 of 1933 (the "1933 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; 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Company pursuant to Section
13 or Section 15(d) of the 1934 Act that are incorporated by reference in the
registration statement;

         (2) That, for the purpose of determining any liability under the 1933
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; and

         (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.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 City of Norwalk, State of Connecticut, on November 30, 1999.

                                            PE CORPORATION

                                            By: /s/ William B. Sawch
                                               ---------------------------------
                                               William B. Sawch
                                               Senior Vice President, General
                                               Counsel and Secretary
POWER OF ATTORNEY

         We, the undersigned directors and officers of the Company, do hereby
constitute and appoint Dennis L. Winger and William B. Sawch, or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and on our behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933 and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Tony L. White                     Chairman of the Board,              November 30, 1999
-----------------------------               President and Chief
Tony L. White                               Executive Officer
                                            (Principal Executive Officer)

      /s/ Dennis L. Winger                  Senior Vice President and           November 30, 1999
-----------------------------               Chief Financial Officer
Dennis L. Winger                            (Principal Financial Officer)

      /s/ Vikram Jog                        Corporate Controller                November 30, 1999
-----------------------------               (Principal Accounting
Vikram Jog                                  Officer)

      /s/ Richard H. Ayers                  Director                            November 30, 1999
-----------------------------
Richard H. Ayers

      /s/ Jean-Luc Belingard                Director                            November 30, 1999
-----------------------------
Jean-Luc Belingard

                                            Director                                       , 1999
-----------------------------
Robert H. Hayes
Director                                       , 1999
-------------------------------------
Arnold J. Levine

      /s/ Theodore E. Martin                Director                            November 30, 1999
-------------------------------------
Theodore E. Martin

      /s/ Georges C. St. Laurent, Jr.       Director                            November 30, 1999
-------------------------------------
Georges C. St. Laurent, Jr.

      /s/ Carolyn W. Slayman                Director                            November 30, 1999
-------------------------------------
Carolyn W. Slayman

      /s/ Orin R. Smith                     Director                            November 30, 1999
-------------------------------------
Orin R. Smith

      /s/ James R. Tobin                    Director                            November 30, 1999
-------------------------------------
James R. Tobin
EXHIBIT INDEX

Exhibit No.                                Exhibit
-----------                                -------

      5                    Opinion of Thomas P. Livingston, Esq.

    23(1)                  Consent of PricewaterhouseCoopers LLP