<PAGE>   1
  As filed with the Securities and Exchange Commission on December 19, 1995

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


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                            ---------------------


                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933


                            ---------------------


                          BECKMAN INSTRUMENTS, INC.
            (Exact name of registrant as specified in its charter)


               Delaware                                  95-104-600
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization                   Identification No.)



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


           BECKMAN INSTRUMENTS, INC. EMPLOYEES' STOCK PURCHASE PLAN
                           (Full title of the Plan)


                             William H. May, Esq.
                          Beckman Instruments, Inc.
                            2500 Harbor Boulevard
                         Fullerton, California 92634
                   (Name and address of agent for service)


  Telephone number, including area code, of agent for service:  (714) 871-4848


                            ---------------------


                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
     Title of                                                       Proposed
    Securities                          Proposed                    maximum             Amount of
      to be         Amount to be    maximum offering               aggregate          registration
    Registered       registered      price per unit*             offering price*           fee
- --------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                      <C>                  <C>
Common Stock          600,000            $34.75                   $20,850,000          $7,189.50
  $.10 par value
- --------------------------------------------------------------------------------------------------
</TABLE>

* Estimated solely for purposes of determining the registration fee      
  pursuant to Rule 457(h).  Pursuant to this Rule (with reference to      
  Rule 457(c)) the maximum offering price was calculated to be            
  $20,850,000 upon the basis of the average of the high and low prices  
  of the Common Stock reported on the New York Exchange as of December    
  14, 1995, as reported on the Composite Tape.                           

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


<PAGE>   2
                                    PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*


ITEM 1.  PLAN INFORMATION.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.


* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from the registration statement in accordance with Rule 428 under
  the Securities Act of 1933 and the Note to Part I of Form S-8.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities Exchange Commission
(the "Commission") by the registrant are incorporated by reference in this
Registration Statement and are parts hereof from their respective dates of
filing:

         (a)     The registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1994, filed with the  Commission
                 pursuant to Section 13 of the Securities Exchange Act of 1934,
                 as amended (the "Exchange Act"), which contains audited
                 financial statements of the Company for the year ended
                 December 31, 1994;

         (b)     All other reports filed by the registrant pursuant to Section
                 13(a) or 15(d) of the Exchange Act since December 31, 1994;

         (c)     The registrant's Registration Statement on Form 8-A, filed
                 with the Commission on or about April 25, 1989, together with
                 the amendment thereto filed on July 2, 1992;

         (d)     All documents filed by the registrant pursuant to Sections
                 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
                 the date of this Registration Statement and 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.


                                       -2-

<PAGE>   3
ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the original issuance of the Common Stock registered
hereby is passed on for the registrant by William H. May, Vice President,
General Counsel and Secretary of the registrant.  Mr. May is compensated by the
registrant as an employee, is eligible to participate in the Plan, and is the
beneficial owner of an aggregate of 52,047 shares of Common Stock, which
aggregate amount includes 206 shares held by Mr. May as custodian for his
children, 3661 shares allocated under the Company's Savings and Investment Plan
as of December 6, 1995, and options exercisable within 60 days for the purchase
of 42,930 shares.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The registrant's Third Restated Certificate of Incorporation provides
that 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, except (i) for any breach of the director's duty of loyalty
to the registrant 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 174 of the Delaware General Corporation Law (the "DGCL"),
or (iv) for any transaction from which the director derived an improper
personal benefit.

         The registrant's Third Restated Certificate of Incorporation and Bylaws
provide generally that each person who is or was a director or officer of the
registrant shall be indemnified and held harmless by the registrant to the
fullest extent authorized by the DGCL.  Section 145 of the DGCL permits a
corporation, subject to certain limitations, to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or was
serving in any of such capacities for another entity at the request of the
corporation, against expenses (including attorneys' fees), judgments, fines and
certain settlements actually and reasonably incurred by such person.

         The registrant maintains directors' and officers' liability insurance
which covers certain liabilities and expenses of officers and directors of the
registrant and covers the registrant for reimbursement of payments to directors
and officers in respect of such liabilities and expenses.


                                       -3-



<PAGE>   4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.


ITEM 8.  EXHIBITS.

         See Index to Exhibits on page 9.


ITEM 9.  UNDERTAKINGS.

         (a)   The undersigned registrant hereby undertakes:

               (1)      To file, during any period in which offers or sales  
       are being made, a post-effective amendment to this registration       
       statement:                                                            
                                                                             
                        (i)     To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933 (the "Securities Act");
                                                                             
                        (ii)    To reflect in the prospectus any facts or    
               events arising after the effective date of the registration   
               statement (or the most recent post-effective amendment        
               thereon) which, individually or in the aggregate, represent a 
               fundamental change in the information set forth in the        
               registration statement;                                       
                                                                             
                        (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 by the registrant pursuant
               to Section 13 or Section 15(d) of the Exchange Act that are   
               incorporated by reference in the registration statement.      
                                                                             
               (2)      That, for the purpose of determining any liability   
       under the Securities Act, each such post-effective amendment shall be 
       deemed to be a new registration statement relating to the securities  
       offered therein, and the offering of such securities at that time     
       shall be deemed to be the initial bona fide offering thereof.         
                                                                             
               (3)      To remove from registration by means of a            
       post-effective amendment any of the securities being registered which 
       remain unsold at the termination of the offering.                     




                                       -4-


<PAGE>   5
         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and each filing of the annual report of the Plan pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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





                                       -5-

<PAGE>   6
                                   SIGNATURES



        The Registrant.  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 City of Fullerton, State of California, on
December 7, 1995.


                                           BECKMAN INSTRUMENTS, INC.


                                           By: /s/ LOUIS T. ROSSO
                                              ----------------------------
                                                   Louis T. Rosso
                                                   President and Chief
                                                   Executive Officer



                               POWER OF ATTORNEY

        Each of the undersigned directors and officers of Beckman Instruments,
Inc. constitutes and appoints Louis T. Rosso, John P. Wareham and Dennis K.
Wilson, and each of them, his or her true and lawful attorneys-in-fact and
agents with full power to do any and all things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Beckman Instruments, Inc. to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof in connection with this
Registration Statement to the same extent that he or she could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned directors and
officers in the capacities indicated below on any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits to, and other documents in connection with, this Registration
Statement with the Securities and Exchange Commission.




                                       -6-


<PAGE>   7
        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>
<CAPTION>

      SIGNATURE                           TITLE                                   DATE
      ---------                           -----                                   ----
<S>                               <C>                                        <C>
/s/ LOUIS T. ROSSO                Chairman of the Board,                     December 7, 1995
- -----------------------------     Chief Executive Officer
    Louis T. Rosso                (Principal Executive
                                  Officer)


/s/ JOHN P. WAREHAM               President, Chief                           December 7, 1995
- -----------------------------     Operating Officer and
    John P. Wareham               Director



/s/ DENNIS K. WILSON              Vice President, Finance,                   December 7, 1995
- -----------------------------     and Chief Financial                                                           
    Dennis K. Wilson              Officer (Principal
                                  Financial Officer)


/s/ JAMES T. GLOVER               Vice President and                         December 7, 1995
- -----------------------------     Controller (Principal
    James T. Glover               Accounting Officer)



/s/ EARNEST H. CLARK, JR.         Director                                   December 7, 1995
- -----------------------------                                                                
    Earnest H. Clark, Jr.


                                  Director                                   December  , 1995
- -----------------------------                                                                
    Carolyne K. Davis, Ph.D.

   
                                  Director                                   December  , 1995
- -----------------------------                                                                
    Dennis C. Fill
</TABLE>









<PAGE>   8


<TABLE>

<S>                               <C>                                        <C>
/s/ GAVIN S. HERBERT              Director                                   December 7, 1995
- -----------------------------                                                                
    Gavin S. Herbert


                                  Director                                   December  , 1995
- -----------------------------                                                                
    William N. Kelley, Ph.D.


/s/ FRANCIS P. LUCIER             Director                                   December 7, 1995
- -----------------------------                                                                
    Francis P. Lucier


/s/ C. RODERICK O'NEIL            Director                                   December 7, 1995
- -----------------------------                                                                
    C. Roderick O'Neil


/s/ DAVID S. TAPPAN, JR.          Director                                   December 7, 1995
- -----------------------------                                                                
    David S. Tappan, Jr.


                                  Director                                   December  , 1995
- -----------------------------                                                                
    Henry Wendt


                                  Director                                   December  , 1995
- -----------------------------                                                                
    Betty Woods
</TABLE>





<PAGE>   9

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>

Exhibit                                                        Sequentially
Number         Description                                     Numbered Page
- ------         -----------                                     -------------
<S>            <C>                                             <C>
4.1            Beckman Instruments, Inc. Employees' 
               Stock Purchase Plan..........................        10
                                                                               
4.2            Rights Agreement, dated as of March 28,                         
               1989, between Beckman Instruments, Inc.                         
               and Morgan Shareholder Services Trust                           
               Company, as Rights Agent, filed as                              
               Exhibit 4 to Registrant's Form 8-K dated                        
               April 13, 1989, and incorporated herein                         
               by this reference............................        --
                                                                               
4.3            First Amendment to Rights Agreement, dated                      
               as of June 24, 1992, between Beckman                            
               Instruments, Inc. and First Chicago Trust                       
               Company of New York (formerly Morgan                            
               Shareholder Services Trust Company), filed                      
               as Exhibit 1 to Registrant's Form 8-K                           
               dated July 1, 1992, and incorporated                            
               herein by this reference.....................        --
                                                                               
5.1            Opinion of William H. May, Esq...............        18
                                                                               
23.1           The consent of William H. May, Esq.                             
               is contained in the opinion filed                               
               as Exhibit 5.1...............................        --
                                                                               
23.2           Consent of KPMG Peat Marwick LLP.............        19
                                                                               
24             Powers of Attorney (included 
               on signature page)...........................        --
</TABLE>






                                       -9-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21284}]
{"company-data": {"conformed-name": "BECKMAN INSTRUMENTS INC", "cik": "0000840467", "assigned-sic": "3826", "irs-number": "951040600", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65155", "film-number": "95602679"}, "business-address": {"street1": "2500 HARBOR BLVD", "city": "FULLERTON", "state": "CA", "zip": "92634", "phone": "7148714848"}}
1
  As filed with the Securities and Exchange Commission on December 19, 1995

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ---------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                            ---------------------

                          BECKMAN INSTRUMENTS, INC.
            (Exact name of registrant as specified in its charter)

               Delaware                                  95-104-600
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization                   Identification No.)

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

           BECKMAN INSTRUMENTS, INC. EMPLOYEES' STOCK PURCHASE PLAN
                           (Full title of the Plan)

                             William H. May, Esq.
                          Beckman Instruments, Inc.
                            2500 Harbor Boulevard
                         Fullerton, California 92634
                   (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (714) 871-4848

                            ---------------------

                       CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
     Title of                                                       Proposed
    Securities                          Proposed                    maximum             Amount of
      to be         Amount to be    maximum offering               aggregate          registration
    Registered       registered      price per unit*             offering price*           fee
- --------------------------------------------------------------------------------------------------
Common Stock          600,000            $34.75                   $20,850,000          $7,189.50
  $.10 par value
- --------------------------------------------------------------------------------------------------
* Estimated solely for purposes of determining the registration fee      
  pursuant to Rule 457(h).  Pursuant to this Rule (with reference to      
  Rule 457(c)) the maximum offering price was calculated to be            
  $20,850,000 upon the basis of the average of the high and low prices  
  of the Common Stock reported on the New York Exchange as of December    
  14, 1995, as reported on the Composite Tape.                           

================================================================================
2
                                    PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*

ITEM 1.  PLAN INFORMATION.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from the registration statement in accordance with Rule 428 under
  the Securities Act of 1933 and the Note to Part I of Form S-8.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities Exchange Commission
(the "Commission") by the registrant are incorporated by reference in this
Registration Statement and are parts hereof from their respective dates of
filing:

         (a)     The registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1994, filed with the  Commission
                 pursuant to Section 13 of the Securities Exchange Act of 1934,
                 as amended (the "Exchange Act"), which contains audited
                 financial statements of the Company for the year ended
                 December 31, 1994;

         (b)     All other reports filed by the registrant pursuant to Section
                 13(a) or 15(d) of the Exchange Act since December 31, 1994;

         (c)     The registrant's Registration Statement on Form 8-A, filed
                 with the Commission on or about April 25, 1989, together with
                 the amendment thereto filed on July 2, 1992;

         (d)     All documents filed by the registrant pursuant to Sections
                 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
                 the date of this Registration Statement and 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.

                                       -2-
3
ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the original issuance of the Common Stock registered
hereby is passed on for the registrant by William H. May, Vice President,
General Counsel and Secretary of the registrant.  Mr. May is compensated by the
registrant as an employee, is eligible to participate in the Plan, and is the
beneficial owner of an aggregate of 52,047 shares of Common Stock, which
aggregate amount includes 206 shares held by Mr. May as custodian for his
children, 3661 shares allocated under the Company's Savings and Investment Plan
as of December 6, 1995, and options exercisable within 60 days for the purchase
of 42,930 shares.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The registrant's Third Restated Certificate of Incorporation provides
that 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, except (i) for any breach of the director's duty of loyalty
to the registrant 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 174 of the Delaware General Corporation Law (the "DGCL"),
or (iv) for any transaction from which the director derived an improper
personal benefit.

         The registrant's Third Restated Certificate of Incorporation and Bylaws
provide generally that each person who is or was a director or officer of the
registrant shall be indemnified and held harmless by the registrant to the
fullest extent authorized by the DGCL.  Section 145 of the DGCL permits a
corporation, subject to certain limitations, to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or was
serving in any of such capacities for another entity at the request of the
corporation, against expenses (including attorneys' fees), judgments, fines and
certain settlements actually and reasonably incurred by such person.

         The registrant maintains directors' and officers' liability insurance
which covers certain liabilities and expenses of officers and directors of the
registrant and covers the registrant for reimbursement of payments to directors
and officers in respect of such liabilities and expenses.

                                       -3-
4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.

ITEM 8.  EXHIBITS.

         See Index to Exhibits on page 9.

ITEM 9.  UNDERTAKINGS.

         (a)   The undersigned registrant hereby undertakes:

               (1)      To file, during any period in which offers or sales  
       are being made, a post-effective amendment to this registration       
       statement:                                                            
                                                                             
                        (i)     To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933 (the "Securities Act");
                                                                             
                        (ii)    To reflect in the prospectus any facts or    
               events arising after the effective date of the registration   
               statement (or the most recent post-effective amendment        
               thereon) which, individually or in the aggregate, represent a 
               fundamental change in the information set forth in the        
               registration statement;                                       
                                                                             
                        (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 by the registrant pursuant
               to Section 13 or Section 15(d) of the Exchange Act that are   
               incorporated by reference in the registration statement.      
                                                                             
               (2)      That, for the purpose of determining any liability   
       under the Securities Act, each such post-effective amendment shall be 
       deemed to be a new registration statement relating to the securities  
       offered therein, and the offering of such securities at that time     
       shall be deemed to be the initial bona fide offering thereof.         
                                                                             
               (3)      To remove from registration by means of a            
       post-effective amendment any of the securities being registered which 
       remain unsold at the termination of the offering.                     

                                       -4-
5
         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and each filing of the annual report of the Plan pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       -5-
6
                                   SIGNATURES

        The Registrant.  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 City of Fullerton, State of California, on
December 7, 1995.

                                           BECKMAN INSTRUMENTS, INC.

                                           By: /s/ LOUIS T. ROSSO
                                              ----------------------------
                                                   Louis T. Rosso
                                                   President and Chief
                                                   Executive Officer

                               POWER OF ATTORNEY

        Each of the undersigned directors and officers of Beckman Instruments,
Inc. constitutes and appoints Louis T. Rosso, John P. Wareham and Dennis K.
Wilson, and each of them, his or her true and lawful attorneys-in-fact and
agents with full power to do any and all things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Beckman Instruments, Inc. to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof in connection with this
Registration Statement to the same extent that he or she could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned directors and
officers in the capacities indicated below on any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits to, and other documents in connection with, this Registration
Statement with the Securities and Exchange Commission.

                                       -6-
7
        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.
SIGNATURE                           TITLE                                   DATE
      ---------                           -----                                   ----
/s/ LOUIS T. ROSSO                Chairman of the Board,                     December 7, 1995
- -----------------------------     Chief Executive Officer
    Louis T. Rosso                (Principal Executive
                                  Officer)

/s/ JOHN P. WAREHAM               President, Chief                           December 7, 1995
- -----------------------------     Operating Officer and
    John P. Wareham               Director

/s/ DENNIS K. WILSON              Vice President, Finance,                   December 7, 1995
- -----------------------------     and Chief Financial                                                           
    Dennis K. Wilson              Officer (Principal
                                  Financial Officer)

/s/ JAMES T. GLOVER               Vice President and                         December 7, 1995
- -----------------------------     Controller (Principal
    James T. Glover               Accounting Officer)

/s/ EARNEST H. CLARK, JR.         Director                                   December 7, 1995
- -----------------------------                                                                
    Earnest H. Clark, Jr.

                                  Director                                   December  , 1995
- -----------------------------                                                                
    Carolyne K. Davis, Ph.D.

   
                                  Director                                   December  , 1995
- -----------------------------                                                                
    Dennis C. Fill
8
/s/ GAVIN S. HERBERT              Director                                   December 7, 1995
- -----------------------------                                                                
    Gavin S. Herbert

                                  Director                                   December  , 1995
- -----------------------------                                                                
    William N. Kelley, Ph.D.

/s/ FRANCIS P. LUCIER             Director                                   December 7, 1995
- -----------------------------                                                                
    Francis P. Lucier

/s/ C. RODERICK O'NEIL            Director                                   December 7, 1995
- -----------------------------                                                                
    C. Roderick O'Neil

/s/ DAVID S. TAPPAN, JR.          Director                                   December 7, 1995
- -----------------------------                                                                
    David S. Tappan, Jr.

                                  Director                                   December  , 1995
- -----------------------------                                                                
    Henry Wendt

                                  Director                                   December  , 1995
- -----------------------------                                                                
    Betty Woods
9

                                 EXHIBIT INDEX
Exhibit                                                        Sequentially
Number         Description                                     Numbered Page
- ------         -----------                                     -------------
4.1            Beckman Instruments, Inc. Employees' 
               Stock Purchase Plan..........................        10
                                                                               
4.2            Rights Agreement, dated as of March 28,                         
               1989, between Beckman Instruments, Inc.                         
               and Morgan Shareholder Services Trust                           
               Company, as Rights Agent, filed as                              
               Exhibit 4 to Registrant's Form 8-K dated                        
               April 13, 1989, and incorporated herein                         
               by this reference............................        --
                                                                               
4.3            First Amendment to Rights Agreement, dated                      
               as of June 24, 1992, between Beckman                            
               Instruments, Inc. and First Chicago Trust                       
               Company of New York (formerly Morgan                            
               Shareholder Services Trust Company), filed                      
               as Exhibit 1 to Registrant's Form 8-K                           
               dated July 1, 1992, and incorporated                            
               herein by this reference.....................        --
                                                                               
5.1            Opinion of William H. May, Esq...............        18
                                                                               
23.1           The consent of William H. May, Esq.                             
               is contained in the opinion filed                               
               as Exhibit 5.1...............................        --
                                                                               
23.2           Consent of KPMG Peat Marwick LLP.............        19
                                                                               
24             Powers of Attorney (included 
               on signature page)...........................        --
-9-