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) July 21, 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.
    
    Tracor, Inc. (the "Company"), or its executive officers and 
    directors or other representatives on behalf of the Company, may 
    from time to time make "forward-looking written or oral 
    statements" within the meaning of the Securities Act of 1933 and 
    the Securities Exchange Act of 1934 (collectively, the "Acts" ).  
    The Company is filing this Current Report on Form 8-K to avail 
    itself of the safe harbor provided in the Act with respect to any 
    such forward-looking statements that may be contained in the 
    Company's  reports as well as documents filed with the Securities 
    Exchange Commission ("SEC") under Section 13 or 15(d) of the 
    Securities Exchange Act of 1934, and oral forward-looking 
    statements made by the Company's  executive officers and 
    directors or other representatives on behalf of the Company to 
    the press, potential investors, securities analysts, and others.  
    Such forward-looking statements could involve, among other 
    things, statements regarding the Company's  intent, belief, or 
    expectation with respect to (i) the Company's results of 
    operations and financial condition;  (ii) the consummation of 
    acquisition and financing transactions and the effect thereof on 
    the Company's business;  and (iii) the Company's plans and 
    objectives for future operations and expansion.  Any such 
    forward-looking statements would be subject to the risks and 
    uncertainties that could cause actual results of operations, 
    financial condition, acquisitions, financing transactions, 
    operations, expansion, and other events to differ materially from 
    those expressed or implied in such forward-looking statements.  
    Any such forward-looking statements would be subject to a number 
    of assumptions regarding, among other things, future economic, 
    competitive, and market conditions generally.  Such assumptions 
    would be based on facts and conditions as they exist at the time 
    such statements are made as well as predictions as to future 
    facts and conditions, the accurate prediction of which may be 
    difficult and involve the assessment of events beyond the 
    Company's control.  Further, the Company's business is subject to 
    a number of risks that would affect any such forward-looking 
    statements and such risks include, among others, the following:
    
    Competitive Nature of Government Contracting Industry.
    
       Declining defense budgets and increasing pressures for cost 
       reductions have precipitated a major consolidation in the 
       defense industry.  This consolidation has resulted in program 
       cancellations, scope reductions, delays in contract funding or 
       awards, and significant predatory pricing pressures associated 
       with increased competition and reduced funding.  Because some 
       of the Company's current and potential future competitors may 
       have significantly greater resources than the Company, the 
       Company's ability to compete effectively in the consolidating 
       defense industry could be adversely impacted.
    
    Risks of Reductions or Changes in Military Expenditures.
    
       The primary customers of the Company are the U.S. Navy, Air 
       Force, Army, and other agencies of the Department of Defense 
       (DOD).   The U.S. defense budget has declined in real terms 
       since the mid-1980s, resulting in some delays in new program 
       starts, program stretch-outs, and program cancellations. A 
       major portion of the Company's DOD business is funded by the 
       operations and maintenance segment of the defense budget, 
       which has declined less than any other segment and is expected 
       to comprise approximately one-third of the defense budget over 
       the next decade.  A significant decline in U.S. military 
       expenditures, particularly in the operations and maintenance 
       segment of the defense budget, or a reapportioning of such 
       expenditures reducing the operations and maintenance segment, 
       might materially and adversely affect the Company's sales and 
       earnings.  The loss or significant curtailment of the 
       Company's material U.S. military contracts would materially 
       and adversely affect the Company's future sales and earnings.
    
    Uncertainty Associated with Government Contracts.
    
       The Company's contracts with the U.S. government and its prime 
       contractors are subject to termination either upon default by 
       the Company or at the convenience of the U.S. government.  
       Termination for convenience provisions generally entitle the 
       Company to recover costs incurred, settlement expenses, and 
       profit on work completed prior to termination.  In addition to 
       the right of the U.S. government to terminate, U.S. government 
       contracts are conditioned upon the continuing availability of 
       congressional appropriations.  Congress usually appropriates 
       funds for a given program on a fiscal year basis even though 
       contract performance may take more than one year. 
       Consequently, at the outset of a major program, the contract 
       is usually partially funded, and additional monies are 
       normally, incrementally, committed to the contract by the 
       procuring agency from appropriations made by Congress for 
       future years.
    
       The Company in the ordinary course of its business 
       occasionally performs under contracts for which funding 
       authorization from the U.S. government has either expired or 
       not been obtained.  No assurance can be given that the Company 
       will realize revenue expected from performing under such 
       contracts.
    
       Because the Company contracts to supply goods and services to 
       the U.S. government, it is also subject to other risks, 
       including contract suspensions, protests by disappointed 
       bidders of contract awards which can result in the reopening 
       of the bidding process, and changes in government policies or 
       regulations.
    
    Restrictions Imposed by Terms of the Company's Indebtedness.
    
       The indenture issued in connection with the Company's 
       subordinated indebtedness restricts, among other things, the 
       Company's ability to incur additional indebtedness, incur 
       liens, pay dividends, or make certain other restricted 
       payments, consummate certain assets sales, enter into certain 
       transactions with affiliates, incur indebtedness that is 
       subordinate in right of payment to any senior indebtedness, as 
       the case may be, imposes restrictions on the ability of a 
       subsidiary to pay dividends or make certain payments to the 
       Company, merge or consolidate with any other person, or sell, 
       assign, transfer, lease, convey, or otherwise dispose of all 
       or substantially all of the assets of the Company.  In 
       addition, the Company's bank credit facility contains other 
       and more restrictive covenants and prohibits the Company from 
       prepaying its other indebtedness.  The bank credit facility 
       also requires the Company to maintain specified financial 
       ratios and satisfy certain financial condition tests.  The 
       Company's ability to meet those financial ratios and tests can 
       be affected by events beyond its control, and there can be no 
       assurance that the Company will continue to meet those tests.
    
                                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: July 21, 1997      By:  /s/ James B. Skaggs
                                  _____________________
                                  James B. Skaggs
                                  President
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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) July 21, 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.
    
    Tracor, Inc. (the "Company"), or its executive officers and 
    directors or other representatives on behalf of the Company, may 
    from time to time make "forward-looking written or oral 
    statements" within the meaning of the Securities Act of 1933 and 
    the Securities Exchange Act of 1934 (collectively, the "Acts" ).  
    The Company is filing this Current Report on Form 8-K to avail 
    itself of the safe harbor provided in the Act with respect to any 
    such forward-looking statements that may be contained in the 
    Company's  reports as well as documents filed with the Securities 
    Exchange Commission ("SEC") under Section 13 or 15(d) of the 
    Securities Exchange Act of 1934, and oral forward-looking 
    statements made by the Company's  executive officers and 
    directors or other representatives on behalf of the Company to 
    the press, potential investors, securities analysts, and others.  
    Such forward-looking statements could involve, among other 
    things, statements regarding the Company's  intent, belief, or 
    expectation with respect to (i) the Company's results of 
    operations and financial condition;  (ii) the consummation of 
    acquisition and financing transactions and the effect thereof on 
    the Company's business;  and (iii) the Company's plans and 
    objectives for future operations and expansion.  Any such 
    forward-looking statements would be subject to the risks and 
    uncertainties that could cause actual results of operations, 
    financial condition, acquisitions, financing transactions, 
    operations, expansion, and other events to differ materially from 
    those expressed or implied in such forward-looking statements.  
    Any such forward-looking statements would be subject to a number 
    of assumptions regarding, among other things, future economic, 
    competitive, and market conditions generally.  Such assumptions 
    would be based on facts and conditions as they exist at the time 
    such statements are made as well as predictions as to future 
    facts and conditions, the accurate prediction of which may be 
    difficult and involve the assessment of events beyond the 
    Company's control.  Further, the Company's business is subject to 
    a number of risks that would affect any such forward-looking 
    statements and such risks include, among others, the following:
    
    Competitive Nature of Government Contracting Industry.
    
       Declining defense budgets and increasing pressures for cost 
       reductions have precipitated a major consolidation in the 
       defense industry.  This consolidation has resulted in program 
       cancellations, scope reductions, delays in contract funding or 
       awards, and significant predatory pricing pressures associated 
       with increased competition and reduced funding.  Because some 
       of the Company's current and potential future competitors may 
       have significantly greater resources than the Company, the 
       Company's ability to compete effectively in the consolidating 
       defense industry could be adversely impacted.
    
    Risks of Reductions or Changes in Military Expenditures.
    
       The primary customers of the Company are the U.S. Navy, Air 
       Force, Army, and other agencies of the Department of Defense 
       (DOD).   The U.S. defense budget has declined in real terms 
       since the mid-1980s, resulting in some delays in new program 
       starts, program stretch-outs, and program cancellations. A 
       major portion of the Company's DOD business is funded by the 
       operations and maintenance segment of the defense budget, 
       which has declined less than any other segment and is expected 
       to comprise approximately one-third of the defense budget over 
       the next decade.  A significant decline in U.S. military 
       expenditures, particularly in the operations and maintenance 
       segment of the defense budget, or a reapportioning of such 
       expenditures reducing the operations and maintenance segment, 
       might materially and adversely affect the Company's sales and 
       earnings.  The loss or significant curtailment of the 
       Company's material U.S. military contracts would materially 
       and adversely affect the Company's future sales and earnings.
    
    Uncertainty Associated with Government Contracts.
    
       The Company's contracts with the U.S. government and its prime 
       contractors are subject to termination either upon default by 
       the Company or at the convenience of the U.S. government.  
       Termination for convenience provisions generally entitle the 
       Company to recover costs incurred, settlement expenses, and 
       profit on work completed prior to termination.  In addition to 
       the right of the U.S. government to terminate, U.S. government 
       contracts are conditioned upon the continuing availability of 
       congressional appropriations.  Congress usually appropriates 
       funds for a given program on a fiscal year basis even though 
       contract performance may take more than one year. 
       Consequently, at the outset of a major program, the contract 
       is usually partially funded, and additional monies are 
       normally, incrementally, committed to the contract by the 
       procuring agency from appropriations made by Congress for 
       future years.
    
       The Company in the ordinary course of its business 
       occasionally performs under contracts for which funding 
       authorization from the U.S. government has either expired or 
       not been obtained.  No assurance can be given that the Company 
       will realize revenue expected from performing under such 
       contracts.
    
       Because the Company contracts to supply goods and services to 
       the U.S. government, it is also subject to other risks, 
       including contract suspensions, protests by disappointed 
       bidders of contract awards which can result in the reopening 
       of the bidding process, and changes in government policies or 
       regulations.
    
    Restrictions Imposed by Terms of the Company's Indebtedness.
    
       The indenture issued in connection with the Company's 
       subordinated indebtedness restricts, among other things, the 
       Company's ability to incur additional indebtedness, incur 
       liens, pay dividends, or make certain other restricted 
       payments, consummate certain assets sales, enter into certain 
       transactions with affiliates, incur indebtedness that is 
       subordinate in right of payment to any senior indebtedness, as 
       the case may be, imposes restrictions on the ability of a 
       subsidiary to pay dividends or make certain payments to the 
       Company, merge or consolidate with any other person, or sell, 
       assign, transfer, lease, convey, or otherwise dispose of all 
       or substantially all of the assets of the Company.  In 
       addition, the Company's bank credit facility contains other 
       and more restrictive covenants and prohibits the Company from 
       prepaying its other indebtedness.  The bank credit facility 
       also requires the Company to maintain specified financial 
       ratios and satisfy certain financial condition tests.  The 
       Company's ability to meet those financial ratios and tests can 
       be affected by events beyond its control, and there can be no 
       assurance that the Company will continue to meet those tests.
    
                                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: July 21, 1997      By:  /s/ James B. Skaggs
                                  _____________________
                                  James B. Skaggs
                                  President