<PAGE>   1
      As filed with the Securities and Exchange Commission on June 12, 1997

                                                Registration No. 333-_________
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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


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


                           PACIFIC SCIENTIFIC COMPANY
             (Exact name of registrant as specified in its charter)

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

             California                                  94-0744970
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

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


                             620 Newport Beach Drive
                         Newport Beach, California 92660
          (Address, including zip code, of Principal Executive Offices)

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


         PACIFIC SCIENTIFIC COMPANY 1992 KEY EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)


<TABLE>
<S>                                                       <C>
                   Richard V. Plat                                       Copies to:
        Executive Vice President & Secretary                       Stephen D. Cooke, Esq.
             Pacific Scientific Company                    Paul, Hastings, Janofsky & Walker LLP
              620 Newport Center Drive                             695 Town Center Drive
                      Suite 700                                      Seventeenth Floor
           Newport Beach, California 92660                      Costa Mesa, California 92626
                   (714) 720-1714                                      (714) 668-6200
  (Name, address, including zip code, and telephone
 number, including area code, of agent for service)
</TABLE>



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


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
                                                                   Proposed               Proposed                                 
                                                                    Maximum                Maximum                                 
                    Title of                  Amount to be      Offering Price            Aggregate             Amount of          
           Securities to be Registered         Registered        Per Share (1)       Offering Price (1)     Registration Fee       
----------------------------------------------------------------------------------------------------------------------------       
                                                                                                                                   
<S>                                            <C>                 <C>                  <C>                     <C>                
Common Stock, par value $1.00 per share        637,574(2)          $13.875              $8,846,340               $2,681            

============================================================================================================================
</TABLE>


(1) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457 under the Securities Act of
    1933, as amended (the "Securities Act"). The proposed maximum aggregate
    offering price is based on the average of the high and low prices on the New
    York Stock Exchange Composite Transactions Report on June 9, 1997, of
    $13.875 per share with respect to the 637,574 shares issuable under the
    Pacific Scientific Company 1992 Key Employee Stock Option Plan.

(2) This Registration Statement covers, in addition to such number of shares
    issuable upon exercise of the options to be granted under the 1992 Key
    Employee Stock Option Plan, an indeterminate number of additional shares
    which may become subject to options as a result of the adjustment provisions
    of the plan. The registration fee is calculated only on the stated number 
    of shares.



<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 and the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:

         (a)      The Annual Report on Form 10-K of Pacific Scientific Company
                  (the "Company") for the fiscal year ended December 27, 1996,
                  filed with the Securities and Exchange Commission (the
                  "Commission") pursuant to the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act");

         (b)      The Quarterly Report on Form 10-Q of the Company for the
                  quarter ended March 28, 1997, filed with the Commission
                  pursuant to the Exchange Act;

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Company's Annual Report on Form 10-K referred to in (a)
                  above;

         (d)      The description of the Common Stock contained in the Company's
                  Form 8-A filed with the Commission on November 12, 1979; and

         (e)      The description of the rights to purchase Series A Junior
                  Participating Preferred Stock contained in the Company's Form
                  8-A filed with the Commission on November 22, 1988, as amended
                  by


                                        1

<PAGE>   3



                  the Company's Form 8 filed with the Commission on December 21,
                  1990.

         In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 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, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of the filing of such documents with the Commission.


ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article 6 of the Restated Articles of Incorporation of the Company
filed with the Secretary of State of California on May 4, 1988, eliminates the
personal liability of the directors of the corporation for monetary damages to
the fullest extent permissible under California law as the same exists and to
such greater extent as California law may thereafter permit.

         Additionally, pursuant to Article 7 of the Restated Articles of
Incorporation of the Company filed with the Secretary of State of California on
May 4, 1988, the corporation is authorized to indemnify any agent (as defined
therein) to the maximum and broadest extent permitted by California law, as the
same exists and to such greater extent as California law may thereafter permit,
if and to the extent such agent becomes entitled to indemnification by bylaw,
agreement, vote of shareholders or disinterested directors or otherwise. This
authorization includes, without limitation, the authority to indemnify any agent
in excess of that otherwise expressly permitted by Section 317 of the California
Corporations Code as to action in an official capacity and as to action in
another capacity while holding such office for breach of duty to the corporation
and its shareholders, provided, however, that the corporation is not authorized
to indemnify any agent for any acts or omissions from which a director may not
be relieved of liability as set forth in the exceptions to Paragraph (10) of
Section 204(a) of the California Corporations Code or as to circumstances in
which


                                        2

<PAGE>   4



indemnity is expressly prohibited by Section 317 of the California Corporations
Code. When used in Article 7 of the Restated Articles of Incorporation, "agent"
shall have the meaning assigned to this term in Section 317 of the California
Corporations Code. Each reference herein to a provision of the California
Corporations Code shall mean that provision as the same may be amended from time
to time, but only to the extent that such amendment would broaden or increase
the scope or magnitude of permissible indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The exhibits filed as part of this Registration Statement are as
follows:

         Exhibits
         --------

         4.1    Pacific Scientific Company 1992 Key Employee Stock Option Plan.*

         5.     Opinion of Paul, Hastings, Janofsky & Walker LLP.

         23.1   Consent of Deloitte & Touche LLP.

         23.2   Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
                Exhibit 5).


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

* Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1992, filed with the
Commission.


                                        3

<PAGE>   5



ITEM 9.  UNDERTAKINGS

(1)      The Company 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;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this 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 this Registration Statement;

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

                  provided, however, that the undertakings set forth in
                  paragraphs (a)(i) and (a)(ii) above 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 Exchange Act
                  that are incorporated by reference in this Registration
                  Statement.

         (b)      That, for the purpose of determining any liability under the
                  Securities Act, each post-effective amendment to this
                  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)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered that remain
                  unsold at the termination of the offering.

(2)      The Company hereby undertakes that, for purposes of determining any
         liability under the Securities Act, each filing of the Company's annual
         report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in this Registration Statement shall
         be deemed to be a new registration statement relating to the


                                        4

<PAGE>   6
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

(3)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the 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 Securities
         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 Securities Act and will be governed
         by the final adjudication of such issue.




                                        5

<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 City of Newport Beach, State of California, on June 12, 1997.


                                    PACIFIC SCIENTIFIC COMPANY



                                    By:  /s/ Richard V. Plat
                                         --------------------------------------
                                         Richard V. Plat
                                         Executive Vice President and Secretary




                                        6

<PAGE>   8




         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 date indicated.

<TABLE>
<CAPTION>
            Signature                            Title                                      Date
            ---------                            -----                                      ----

<S>                                         <C>                                        <C> 
/s/ Lester Hill                             Chairman of the Board,                     June 12, 1997
---------------------------------           Chief Executive Officer
Lester "Buck" Hill                          and President (Principal
                                            Executive Officer), Director

/s/ Richard V. Plat                         Executive Vice President                   June 12, 1997
---------------------------------           and Secretary (Principal
Richard V. Plat                             Financial Officer)


/s/ William H. Amadon                       Controller (Principal                      June 12, 1997
---------------------------------           Accounting Officer)
William H. Amadon


/s/ Walter F. Beran                         Director                                   June 12, 1997
---------------------------------
 Walter F. Beran


/s/ Ralph O. Briscoe                        Director                                   June 12, 1997
---------------------------------
 Ralph O. Briscoe


/s/ Ralph D. Ketchum                        Director                                   June 12, 1997
---------------------------------
 Ralph D. Ketchum


/s/ William A. Preston                      Director                                   June 12, 1997
---------------------------------
 William A. Preston


/s/ Millard H. Pryor, Jr.                   Director                                   June 12, 1997
---------------------------------
 Millard H. Pryor, Jr.
</TABLE>




                                        7

<PAGE>   9


                                  EXHIBIT INDEX

              Exhibits
              --------
                4.1       Pacific Scientific Company 1992 Key Employee
                          Stock Option Plan*

                5.        Opinion of Paul, Hastings, Janofsky & Walker
                          LLP

               23.1       Consent of Deloitte & Touche LLP

               23.2       Consent of Paul, Hastings, Janofsky & Walker
                          LLP (contained in Exhibit 5)





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

* Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1992, filed with the
Commission.



                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 1992 KEY EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 18445}]
{"company-data": {"conformed-name": "PACIFIC SCIENTIFIC CO", "cik": "0000075608", "assigned-sic": "3621", "irs-number": "940744970", "state-of-incorporation": "CA", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29165", "film-number": "97623681"}, "business-address": {"street1": "620 NEWPORT CENTER DR STE 700", "city": "NEWPORT BEACH", "state": "CA", "zip": "92658", "phone": "7147201714"}, "mail-address": {"street1": "620 NEWPORT CENTER DRIVE STE 700", "city": "NEWPORT BEACH", "state": "CA", "zip": "92658"}}
1
      As filed with the Securities and Exchange Commission on June 12, 1997

                                                Registration No. 333-_________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           PACIFIC SCIENTIFIC COMPANY
             (Exact name of registrant as specified in its charter)

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

             California                                  94-0744970
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

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

                             620 Newport Beach Drive
                         Newport Beach, California 92660
          (Address, including zip code, of Principal Executive Offices)

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

         PACIFIC SCIENTIFIC COMPANY 1992 KEY EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)
Richard V. Plat                                       Copies to:
        Executive Vice President & Secretary                       Stephen D. Cooke, Esq.
             Pacific Scientific Company                    Paul, Hastings, Janofsky & Walker LLP
              620 Newport Center Drive                             695 Town Center Drive
                      Suite 700                                      Seventeenth Floor
           Newport Beach, California 92660                      Costa Mesa, California 92626
                   (714) 720-1714                                      (714) 668-6200
  (Name, address, including zip code, and telephone
 number, including area code, of agent for service)
------------------

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                   Proposed               Proposed                                 
                                                                    Maximum                Maximum                                 
                    Title of                  Amount to be      Offering Price            Aggregate             Amount of          
           Securities to be Registered         Registered        Per Share (1)       Offering Price (1)     Registration Fee       
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share        637,574(2)          $13.875              $8,846,340               $2,681            

============================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457 under the Securities Act of
    1933, as amended (the "Securities Act"). The proposed maximum aggregate
    offering price is based on the average of the high and low prices on the New
    York Stock Exchange Composite Transactions Report on June 9, 1997, of
    $13.875 per share with respect to the 637,574 shares issuable under the
    Pacific Scientific Company 1992 Key Employee Stock Option Plan.

(2) This Registration Statement covers, in addition to such number of shares
    issuable upon exercise of the options to be granted under the 1992 Key
    Employee Stock Option Plan, an indeterminate number of additional shares
    which may become subject to options as a result of the adjustment provisions
    of the plan. The registration fee is calculated only on the stated number 
    of shares.
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 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:

         (a)      The Annual Report on Form 10-K of Pacific Scientific Company
                  (the "Company") for the fiscal year ended December 27, 1996,
                  filed with the Securities and Exchange Commission (the
                  "Commission") pursuant to the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act");

         (b)      The Quarterly Report on Form 10-Q of the Company for the
                  quarter ended March 28, 1997, filed with the Commission
                  pursuant to the Exchange Act;

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Company's Annual Report on Form 10-K referred to in (a)
                  above;

         (d)      The description of the Common Stock contained in the Company's
                  Form 8-A filed with the Commission on November 12, 1979; and

         (e)      The description of the rights to purchase Series A Junior
                  Participating Preferred Stock contained in the Company's Form
                  8-A filed with the Commission on November 22, 1988, as amended
                  by

                                        1
3

                  the Company's Form 8 filed with the Commission on December 21,
                  1990.

         In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 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, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of the filing of such documents with the Commission.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article 6 of the Restated Articles of Incorporation of the Company
filed with the Secretary of State of California on May 4, 1988, eliminates the
personal liability of the directors of the corporation for monetary damages to
the fullest extent permissible under California law as the same exists and to
such greater extent as California law may thereafter permit.

         Additionally, pursuant to Article 7 of the Restated Articles of
Incorporation of the Company filed with the Secretary of State of California on
May 4, 1988, the corporation is authorized to indemnify any agent (as defined
therein) to the maximum and broadest extent permitted by California law, as the
same exists and to such greater extent as California law may thereafter permit,
if and to the extent such agent becomes entitled to indemnification by bylaw,
agreement, vote of shareholders or disinterested directors or otherwise. This
authorization includes, without limitation, the authority to indemnify any agent
in excess of that otherwise expressly permitted by Section 317 of the California
Corporations Code as to action in an official capacity and as to action in
another capacity while holding such office for breach of duty to the corporation
and its shareholders, provided, however, that the corporation is not authorized
to indemnify any agent for any acts or omissions from which a director may not
be relieved of liability as set forth in the exceptions to Paragraph (10) of
Section 204(a) of the California Corporations Code or as to circumstances in
which

                                        2
4

indemnity is expressly prohibited by Section 317 of the California Corporations
Code. When used in Article 7 of the Restated Articles of Incorporation, "agent"
shall have the meaning assigned to this term in Section 317 of the California
Corporations Code. Each reference herein to a provision of the California
Corporations Code shall mean that provision as the same may be amended from time
to time, but only to the extent that such amendment would broaden or increase
the scope or magnitude of permissible indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The exhibits filed as part of this Registration Statement are as
follows:

         Exhibits
         --------

         4.1    Pacific Scientific Company 1992 Key Employee Stock Option Plan.*

         5.     Opinion of Paul, Hastings, Janofsky & Walker LLP.

         23.1   Consent of Deloitte & Touche LLP.

         23.2   Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
                Exhibit 5).

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

* Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1992, filed with the
Commission.

                                        3
5

ITEM 9.  UNDERTAKINGS

(1)      The Company 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;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this 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 this Registration Statement;

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

                  provided, however, that the undertakings set forth in
                  paragraphs (a)(i) and (a)(ii) above 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 Exchange Act
                  that are incorporated by reference in this Registration
                  Statement.

         (b)      That, for the purpose of determining any liability under the
                  Securities Act, each post-effective amendment to this
                  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)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered that remain
                  unsold at the termination of the offering.

(2)      The Company hereby undertakes that, for purposes of determining any
         liability under the Securities Act, each filing of the Company's annual
         report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in this Registration Statement shall
         be deemed to be a new registration statement relating to the

                                        4
6
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

(3)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the 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 Securities
         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 Securities Act and will be governed
         by the final adjudication of such issue.

                                        5
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 City of Newport Beach, State of California, on June 12, 1997.

                                    PACIFIC SCIENTIFIC COMPANY

                                    By:  /s/ Richard V. Plat
                                         --------------------------------------
                                         Richard V. Plat
                                         Executive Vice President and Secretary

                                        6
8

         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 date indicated.
Signature                            Title                                      Date
            ---------                            -----                                      ----
/s/ Lester Hill                             Chairman of the Board,                     June 12, 1997
---------------------------------           Chief Executive Officer
Lester "Buck" Hill                          and President (Principal
                                            Executive Officer), Director

/s/ Richard V. Plat                         Executive Vice President                   June 12, 1997
---------------------------------           and Secretary (Principal
Richard V. Plat                             Financial Officer)

/s/ William H. Amadon                       Controller (Principal                      June 12, 1997
---------------------------------           Accounting Officer)
William H. Amadon

/s/ Walter F. Beran                         Director                                   June 12, 1997
---------------------------------
 Walter F. Beran

/s/ Ralph O. Briscoe                        Director                                   June 12, 1997
---------------------------------
 Ralph O. Briscoe

/s/ Ralph D. Ketchum                        Director                                   June 12, 1997
---------------------------------
 Ralph D. Ketchum

/s/ William A. Preston                      Director                                   June 12, 1997
---------------------------------
 William A. Preston

/s/ Millard H. Pryor, Jr.                   Director                                   June 12, 1997
---------------------------------
 Millard H. Pryor, Jr.
7
9

                                  EXHIBIT INDEX

              Exhibits
              --------
                4.1       Pacific Scientific Company 1992 Key Employee
                          Stock Option Plan*

                5.        Opinion of Paul, Hastings, Janofsky & Walker
                          LLP

               23.1       Consent of Deloitte & Touche LLP

               23.2       Consent of Paul, Hastings, Janofsky & Walker
                          LLP (contained in Exhibit 5)

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

* Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1992, filed with the
Commission.

                                        8