SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                          
                                          
                                          
                                      FORM 8-K
                                          
                                          
                                   CURRENT REPORT
    
    
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
    
    
    Date of Report (date of earliest event reported) February 14, 1997 
    
    
    
    
    
    
                                    Tracor, Inc.
               (Exact name of registrant as specified in its charter)
    
    
    
    
    
    
       Delaware                     0-20227                  74-2618088
    (State or other               (Commission              (I.R.S. Employer
     jurisdiction of               File Number)             Identification No.)
     incorporation or 
     organization)
    
    
    
    
    
    
                                    Tracor, Inc.
                                  6500 Tracor Lane
                                Austin, Texas 78725
                                    512/926-2800
                       (Name, address, and telephone number,
                including area code, of principal executive offices)
    
<PAGE>
    Item 5.  Other Events
    
    Attached hereto as Exhibit 99.1 is a press release issued February 14, 1997 
    by Tracor, Inc. (the "Company") concerning the commencement of a tender 
    offer by the Company to purchase all $115.9 million aggregate principal 
    amount of its outstanding 10 7/8% Senior Subordinated Notes due 2001 along 
    with a solicitation of consents to modify or delete certain provisions in 
    the indentures governing such notes.
    
    The press release also announced the Company's intention to enter into a 
    new $200 million revolving credit facility and to undertake a new $200 
    million senior subordinate note financing.
    
    Item 7.  Financial Statements and Exhibits
    
      (a)  Exhibits
    
         99.1 Press Release
    
                                     SIGNATURES
    
    Pursuant to the requirements of the Securities Exchange Act of 1934, 
    Registrant has duly caused this report to be signed on its behalf by the 
    undersigned hereunto duly authorized.
    
                                  TRACOR, INC.
    
    
    Date: February 14, 1997       By:  /s/ Woody Endsley            
                                       -----------------
                                       Woody Endsley
                                       Vice President and
                                         Treasurer
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{"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": "97535643"}, "business-address": {"street1": "6500 TRACOR LANE", "city": "AUSTIN", "state": "TX", "zip": "78725-2000", "phone": "5129294680"}, "mail-address": {"street1": "6500 TRACOR LANE", "city": "AUSTIN", "state": "TX", "zip": "78725"}}
SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                          
                                          
                                          
                                      FORM 8-K
                                          
                                          
                                   CURRENT REPORT
    
    
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
    
    
    Date of Report (date of earliest event reported) February 14, 1997 
    
    
    
    
    
    
                                    Tracor, Inc.
               (Exact name of registrant as specified in its charter)
    
    
    
    
    
    
       Delaware                     0-20227                  74-2618088
    (State or other               (Commission              (I.R.S. Employer
     jurisdiction of               File Number)             Identification No.)
     incorporation or 
     organization)
    
    
    
    
    
    
                                    Tracor, Inc.
                                  6500 Tracor Lane
                                Austin, Texas 78725
                                    512/926-2800
                       (Name, address, and telephone number,
                including area code, of principal executive offices)
Item 5.  Other Events
    
    Attached hereto as Exhibit 99.1 is a press release issued February 14, 1997 
    by Tracor, Inc. (the "Company") concerning the commencement of a tender 
    offer by the Company to purchase all $115.9 million aggregate principal 
    amount of its outstanding 10 7/8% Senior Subordinated Notes due 2001 along 
    with a solicitation of consents to modify or delete certain provisions in 
    the indentures governing such notes.
    
    The press release also announced the Company's intention to enter into a 
    new $200 million revolving credit facility and to undertake a new $200 
    million senior subordinate note financing.
    
    Item 7.  Financial Statements and Exhibits
    
      (a)  Exhibits
    
         99.1 Press Release
    
                                     SIGNATURES
    
    Pursuant to the requirements of the Securities Exchange Act of 1934, 
    Registrant has duly caused this report to be signed on its behalf by the 
    undersigned hereunto duly authorized.
    
                                  TRACOR, INC.
    
    
    Date: February 14, 1997       By:  /s/ Woody Endsley            
                                       -----------------
                                       Woody Endsley
                                       Vice President and
                                         Treasurer