ITEM 5 Other events. 

On April 21, 1998, the Registrant entered into an Agreement and Plan of Merger,
dated as of that date, which contemplates  the acquisition by a wholly-owned
subsidiary of the General Electric  Company, plc a public limited company
organized under the laws of England and Wales("GEC"), of all the issued and
outstanding common stock, par value $.01 per share, of Registrant in exchange
for the cash payment of $40 per share, by way of a cash tender offer.  It is
expected that the offer will commence within five days from April 21, 1998.
The tender offer is subject GEC obtaining at least 51% of such shares, and the
required clearances of government regulatory agencies.  For a more complete
description of the terms of the acquisition see Exhibit 10.

                                    SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

                                            Tracor, Inc.

April 27, 1998

                                            By: /s/ James B. Skaggs
                                               --------------------------------
                                               President and Chief Executive
                                               Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit 10.0 -- Agreement and Plan of Merger
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 1457}]
{"company-data": {"conformed-name": "TRACOR INC /DE", "cik": "0000829221", "assigned-sic": "3812", "irs-number": "742618088", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20227", "film-number": "98601255"}, "business-address": {"street1": "6500 TRACOR LANE", "city": "AUSTIN", "state": "TX", "zip": "78725-2000", "phone": "5129262800"}, "mail-address": {"street1": "6500 TRACOR LANE", "city": "AUSTIN", "state": "TX", "zip": "78725"}}
ITEM 5 Other events. 

On April 21, 1998, the Registrant entered into an Agreement and Plan of Merger,
dated as of that date, which contemplates  the acquisition by a wholly-owned
subsidiary of the General Electric  Company, plc a public limited company
organized under the laws of England and Wales("GEC"), of all the issued and
outstanding common stock, par value $.01 per share, of Registrant in exchange
for the cash payment of $40 per share, by way of a cash tender offer.  It is
expected that the offer will commence within five days from April 21, 1998.
The tender offer is subject GEC obtaining at least 51% of such shares, and the
required clearances of government regulatory agencies.  For a more complete
description of the terms of the acquisition see Exhibit 10.

                                    SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

                                            Tracor, Inc.

April 27, 1998

                                            By: /s/ James B. Skaggs
                                               --------------------------------
                                               President and Chief Executive
                                               Officer
EXHIBIT INDEX

Exhibit 10.0 -- Agreement and Plan of Merger