<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)

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

          NONSTATUTORY STOCK OPTION AGREEMENT DATED FEBRUARY 18, 1997,
            BETWEEN PACIFIC SCIENTIFIC COMPANY AND LESTER "BUCK" HILL
                            (Full title of the plan)

<TABLE>
<CAPTION>
        Richard V. Plat                                        Copies to:
<S>                                               <C>
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>                      <C> 
Common Stock, par value $1.00 per share      250,000(2)          $12.625             $3,156,250               $957
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Calculated 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 actual price at which options may be
    exercised under the Nonstatutory Stock Option Agreement dated February 18,
    1997, between Pacific Scientific Company and Lester "Buck" Hill.

(2) This Registration Statement covers, in addition to such number of shares
    issuable upon exercise of the options granted under the Nonstatutory Stock
    Option Agreement dated February 18, 1997, between Pacific Scientific Company
    and Lester "Buck" Hill, an indeterminate number of additional shares which
    may become subject to options as a result of the adjustment provisions of
    the agreement. 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
                               the Company's Form 8 filed with the Commission on
                               December 21, 1990.


                                       -1-
<PAGE>   3

                      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

                                       -2-
<PAGE>   4
Section 204(a) of the California Corporations Code or as to circumstances in
which 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          Nonstatutory Stock Option Agreement dated February
                            18, 1997, between Pacific Scientific Company and
                            Lester "Buck" Hill. (Incorporated by reference to
                            Exhibit 10.2 to the Company's Quarterly Report on
                            Form 10-Q for the quarter ended March 28, 1997.)

               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).


                                       -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       Nonstatutory Stock Option Agreement dated February 18,
                          1997, between Pacific Scientific Company and Lester
                          "Buck" Hill. (Incorporated by reference to Exhibit
                          10.2 to the Company's Quarterly Report on Form 10-Q
                          for the quarter ended March 28, 1997.)

                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)

                                       -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 NONSTATUTORY STOCK OPTION AGREEMENT", "secsgml_size_bytes": 19231}]
{"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": "333-29075", "film-number": "97623217"}, "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)

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

          NONSTATUTORY STOCK OPTION AGREEMENT DATED FEBRUARY 18, 1997,
            BETWEEN PACIFIC SCIENTIFIC COMPANY AND LESTER "BUCK" HILL
                            (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      250,000(2)          $12.625             $3,156,250               $957
-----------------------------------------------------------------------------------------------------------------------
(1) Calculated 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 actual price at which options may be
    exercised under the Nonstatutory Stock Option Agreement dated February 18,
    1997, between Pacific Scientific Company and Lester "Buck" Hill.

(2) This Registration Statement covers, in addition to such number of shares
    issuable upon exercise of the options granted under the Nonstatutory Stock
    Option Agreement dated February 18, 1997, between Pacific Scientific Company
    and Lester "Buck" Hill, an indeterminate number of additional shares which
    may become subject to options as a result of the adjustment provisions of
    the agreement. 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
                               the Company's Form 8 filed with the Commission on
                               December 21, 1990.

                                       -1-
3

                      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

                                       -2-
4
Section 204(a) of the California Corporations Code or as to circumstances in
which 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          Nonstatutory Stock Option Agreement dated February
                            18, 1997, between Pacific Scientific Company and
                            Lester "Buck" Hill. (Incorporated by reference to
                            Exhibit 10.2 to the Company's Quarterly Report on
                            Form 10-Q for the quarter ended March 28, 1997.)

               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).

                                       -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       Nonstatutory Stock Option Agreement dated February 18,
                          1997, between Pacific Scientific Company and Lester
                          "Buck" Hill. (Incorporated by reference to Exhibit
                          10.2 to the Company's Quarterly Report on Form 10-Q
                          for the quarter ended March 28, 1997.)

                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)

                                       -8-