<PAGE>
               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:  JANUARY 9, 1998

                            PCD INC.
 (Exact name of registrant as specified in its charter)

MASSACHUSETTS                0-27744         04-2604950
(Sate or other jurisdiction  (Commission    (IRS Employer
of incorporation)            file number)    Identification
                                             No.)

2 TECHNOLOGY DRIVE, CENTENNIAL PARK, PEABODY, MA  01960-7977
(Address of principal executive offices)          (ZIP Code)


Registrant's telephone number, including area code: (978) 532-
8800

<PAGE>

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

           On December 26, 1997, PCD Inc. ("PCD") acquired from 
          UL America, Inc. all of the outstanding capital stock 
          of Wells Electronics, Inc. ("Wells") pursuant to a 
          Share Purchase Agreement dated as of November 17, 1997 
          (the "Share Purchase Agreement") for an aggregate 
          purchase price of $130,000,000 (subject to adjustment 
          as provided in the Share Purchase Agreement).  The 
          sources of funds used for the purchase price were: 
          (i) $83 million from a loan to PCD under a Loan 
          Agreement with Fleet National Bank as agent for itself 
          and certain other financial institutions; 
          (ii) $25 million from a loan to PCD under a 
          Subordinated Debenture and Warrant Purchase Agreement 
          with Emerson Electric Co.; and (iii) $22 million from 
          PCD's cash reserves.

          Wells, a manufacturer of burn-in and test sockets for 
          the global semi-conductor industry, is headquartered in 
          South Bend, Indiana and has manufacturing facilities 
          located in Swatara, Pennsylvania and sales offices in 
          San Jose, California, Northhampton, England and Seoul, 
          Korea.  Wells also operates two principal subsidiaries 
          in Yokohama, Japan and Singapore.

          In determining the amount of consideration to be paid 
          for the stock of Wells, PCD considered, among other 
          things, the following factors with respect to Wells:  
          historical and projected financial results, the quality 
          and performance of management, and the projected 
          financial performance of Wells and PCD on a combined 
          basis.

          Before December 26, 1997, there was no material 
          relationship between PCD and Wells or any of their 
          respective officers, directors or stockholders, other 
          than the Share Purchase Agreement and related 
          agreements.

ITEM 5.   OTHER EVENTS.

          On December 26, 1997, PCD entered into a Loan Agreement 
          (the "Loan Agreement") with Fleet National Bank, as 
          agent for itself and certain other financial 
          institutions.  The Loan Agreement provides for a 
          $30,000,000 Secured Term Loan A, a $40,000,000 Secured 
          Term Loan B and a $20,000,000 Secured Revolving Credit 
          Loan to PCD.  The loans to PCD under the Loan Agreement 
          are secured by a pledge of all of the assets of PCD, 
          including the stock and assets of all subsidiaries of 
          PCD (including Wells and its subsidiaries).

          On December 26, 1997, PCD entered into a Subordinated 
          Debenture and Warrant Purchase Agreement 
          (the "Purchase Agreement") with Emerson Electric Co. 
          ("Emerson").  Pursuant to the Purchase Agreement, PCD 
          has issued to Emerson a $25,000,000 Subordinated 
<PAGE>
          Debenture (the "Debenture") and a Common Stock 
          Purchase Warrant (the "Warrant") for the purchase of 
          up to 525,000 shares of  common stock of PCD at an 
          exercise price of $1.00 per share.  The unpaid 
          principal and accrued interest under the Debenture is 
          convertible into common stock of PCD upon the 
          occurrence of certain events of default thereunder, at 
          a conversion price equal to the lesser of $17.00 per 
          share or 70% of the average daily closing price of PCD common 
          stock for the 90 days preceding such default as 
          reported by The Nasdaq Stock Market, Inc.  Both the 
          shares issuable upon such a conversion of the Debenture 
          and upon exercise of the Warrant are subject to certain 
          registration rights granted pursuant to a Registration 
          Rights Agreement of even date with the Purchase 
          Agreement.

ITEM 7         FINANCIAL STATEMENTS AND EXHIBITS

     (a)       FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

               It is impracticable at this time to provide
               the financial statements of Wells for the 
               periods specified in Rule 3-05(b) of 
               Regulation S-X.  These financial statements 
               will be filed by amendment hereto within 60 
               days of the date this Report on Form 8-K is 
               required to be filed.

     (b)       PRO FORMA FINANCIAL INFORMATION
               It is impracticable at this time to provide 
               the pro forma information required by Article 
               11 of Regulation S-X.  This pro forma 
               information will be filed by amendment hereto 
               within 60 days of the date this Report on  
               Form 8-K is required to be filed.

     (c)       EXHIBITS

          EXHIBIT NUMBER

               2.1   Share Purchase Agreement among UL 
                     America, Inc., Wells Electronics, Inc. and 
                     PCD Inc. dated as of November 17, 1997.

               2.2   Undertaking to Furnish Copies of 
                     Omitted Schedules to Share Purchase 
                     Agreement dated as of November 17, 1997.

               10.1  Loan Agreement between PCD Inc. and 
                     Fleet National Bank dated as of December 26, 
                     1997.

               10.2  Unlimited Guaranty from Wells Electronics,
                     Inc. to Fleet National Bank dated as of
                     December 26, 1997.

               10.3  Security Agreement between PCD Inc. and 
                     Fleet National Bank dated as of December 26, 
                     1997.

<PAGE>
               10.4  Security Agreement between Wells 
                     Electronics, Inc. and Fleet National Bank 
                     dated as of December 26, 1997.

               10.5  Stock Pledge Agreement between PCD Inc. 
                     and Fleet National bank dated as of December 
                     26, 1997.

               10.6  Stock Pledge Agreement between Wells 
                     Electronics, Inc. and Fleet National Bank 
                     dated as of December 26, 1997.

               10.7  Conditional Patent Assignment from PCD 
                     Inc. to Fleet National Bank dated as of 
                     December 26, 1997.

               10.8  Conditional Patent Assignment from Wells 
                     Electronics, Inc. to Fleet National 
                     Bank dated as of December 26, 1997.

               10.9  Conditional Patent Assignment from 
                     Wells Japan Kabushiki Kaisha to Fleet 
                     National Bank dated as of December 26, 1997.

               10.10 Conditional Trademark Collateral Assignment 
                     from PCD Inc. to Fleet National Bank dated 
                     December 26, 1997.

               10.11 Conditional Trademark Collateral Assignment 
                     from Wells Electronics, Inc. to Fleet
                     National Bank dated as of December 26, 1997.

               10.12 Collateral Assignment of Contracts, Leases, 
                     Licenses and Permits from PCD Inc. to Fleet 
                     National Bank dated as of December 26, 1997.

               10.13 Collateral Assignment of Contracts, Leases, 
                     Licenses and Permits from Wells Electronics, 
                     Inc. to Fleet National Bank dated as of 
                     December 26, 1997.

               10.14 Undertaking to Furnish Copies of Omitted 
                     Exhibits and Schedules to Loan Agreement and 
                     Related Documents dated as of December 26,
                     1997.

               10.15 Subordinated Debenture and Warrant Purchase 
                     Agreement between PCD Inc. and Emerson
                     Electric Co. dated as of December 26, 1997.

               10.16 Subordinated Debenture issued to Emerson 
                     Electric Co. dated December 26, 1997.

               10.17 Common Stock Purchase Warrant issued to 
                     Emerson Electric Co. dated December 26, 
                     1997.

<PAGE>
               10.18 Registration Rights Agreement between PCD 
                     Inc. and Emerson Electric Co. dated as of 
                     December 26, 1997.

               10.19 Subordination Agreement among PCD Inc., 
                     Emerson Electric Co. and Fleet National Bank 
                     dated as of December 26, 1997.

               10.20 Undertaking to Furnish Copies of Omitted 
                     Exhibits to Subordinated Debenture and 
                     Warrant Purchase Agreement dated as of 
                     December 26, 1997.

               99.1  Press Release of PCD Inc. dated December 29, 
                     1997.



                          SIGNATURES

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

                                PCD INC.
                                --------
                                Registrant

DATED: January 9, 1998          By:  /s/ John L. Dwight, Jr.
                                   -----------------------
                                   John L. Dwight, Jr.
                                   Chairman of the Board,
                                   President and Chief 
                                   Executive Officer
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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:  JANUARY 9, 1998

                            PCD INC.
 (Exact name of registrant as specified in its charter)

MASSACHUSETTS                0-27744         04-2604950
(Sate or other jurisdiction  (Commission    (IRS Employer
of incorporation)            file number)    Identification
                                             No.)

2 TECHNOLOGY DRIVE, CENTENNIAL PARK, PEABODY, MA  01960-7977
(Address of principal executive offices)          (ZIP Code)

Registrant's telephone number, including area code: (978) 532-
8800
ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

           On December 26, 1997, PCD Inc. ("PCD") acquired from 
          UL America, Inc. all of the outstanding capital stock 
          of Wells Electronics, Inc. ("Wells") pursuant to a 
          Share Purchase Agreement dated as of November 17, 1997 
          (the "Share Purchase Agreement") for an aggregate 
          purchase price of $130,000,000 (subject to adjustment 
          as provided in the Share Purchase Agreement).  The 
          sources of funds used for the purchase price were: 
          (i) $83 million from a loan to PCD under a Loan 
          Agreement with Fleet National Bank as agent for itself 
          and certain other financial institutions; 
          (ii) $25 million from a loan to PCD under a 
          Subordinated Debenture and Warrant Purchase Agreement 
          with Emerson Electric Co.; and (iii) $22 million from 
          PCD's cash reserves.

          Wells, a manufacturer of burn-in and test sockets for 
          the global semi-conductor industry, is headquartered in 
          South Bend, Indiana and has manufacturing facilities 
          located in Swatara, Pennsylvania and sales offices in 
          San Jose, California, Northhampton, England and Seoul, 
          Korea.  Wells also operates two principal subsidiaries 
          in Yokohama, Japan and Singapore.

          In determining the amount of consideration to be paid 
          for the stock of Wells, PCD considered, among other 
          things, the following factors with respect to Wells:  
          historical and projected financial results, the quality 
          and performance of management, and the projected 
          financial performance of Wells and PCD on a combined 
          basis.

          Before December 26, 1997, there was no material 
          relationship between PCD and Wells or any of their 
          respective officers, directors or stockholders, other 
          than the Share Purchase Agreement and related 
          agreements.

ITEM 5.   OTHER EVENTS.

          On December 26, 1997, PCD entered into a Loan Agreement 
          (the "Loan Agreement") with Fleet National Bank, as 
          agent for itself and certain other financial 
          institutions.  The Loan Agreement provides for a 
          $30,000,000 Secured Term Loan A, a $40,000,000 Secured 
          Term Loan B and a $20,000,000 Secured Revolving Credit 
          Loan to PCD.  The loans to PCD under the Loan Agreement 
          are secured by a pledge of all of the assets of PCD, 
          including the stock and assets of all subsidiaries of 
          PCD (including Wells and its subsidiaries).

          On December 26, 1997, PCD entered into a Subordinated 
          Debenture and Warrant Purchase Agreement 
          (the "Purchase Agreement") with Emerson Electric Co. 
          ("Emerson").  Pursuant to the Purchase Agreement, PCD 
          has issued to Emerson a $25,000,000 Subordinated
Debenture (the "Debenture") and a Common Stock 
          Purchase Warrant (the "Warrant") for the purchase of 
          up to 525,000 shares of  common stock of PCD at an 
          exercise price of $1.00 per share.  The unpaid 
          principal and accrued interest under the Debenture is 
          convertible into common stock of PCD upon the 
          occurrence of certain events of default thereunder, at 
          a conversion price equal to the lesser of $17.00 per 
          share or 70% of the average daily closing price of PCD common 
          stock for the 90 days preceding such default as 
          reported by The Nasdaq Stock Market, Inc.  Both the 
          shares issuable upon such a conversion of the Debenture 
          and upon exercise of the Warrant are subject to certain 
          registration rights granted pursuant to a Registration 
          Rights Agreement of even date with the Purchase 
          Agreement.

ITEM 7         FINANCIAL STATEMENTS AND EXHIBITS

     (a)       FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

               It is impracticable at this time to provide
               the financial statements of Wells for the 
               periods specified in Rule 3-05(b) of 
               Regulation S-X.  These financial statements 
               will be filed by amendment hereto within 60 
               days of the date this Report on Form 8-K is 
               required to be filed.

     (b)       PRO FORMA FINANCIAL INFORMATION
               It is impracticable at this time to provide 
               the pro forma information required by Article 
               11 of Regulation S-X.  This pro forma 
               information will be filed by amendment hereto 
               within 60 days of the date this Report on  
               Form 8-K is required to be filed.

     (c)       EXHIBITS

          EXHIBIT NUMBER

               2.1   Share Purchase Agreement among UL 
                     America, Inc., Wells Electronics, Inc. and 
                     PCD Inc. dated as of November 17, 1997.

               2.2   Undertaking to Furnish Copies of 
                     Omitted Schedules to Share Purchase 
                     Agreement dated as of November 17, 1997.

               10.1  Loan Agreement between PCD Inc. and 
                     Fleet National Bank dated as of December 26, 
                     1997.

               10.2  Unlimited Guaranty from Wells Electronics,
                     Inc. to Fleet National Bank dated as of
                     December 26, 1997.

               10.3  Security Agreement between PCD Inc. and 
                     Fleet National Bank dated as of December 26, 
                     1997.
10.4  Security Agreement between Wells 
                     Electronics, Inc. and Fleet National Bank 
                     dated as of December 26, 1997.

               10.5  Stock Pledge Agreement between PCD Inc. 
                     and Fleet National bank dated as of December 
                     26, 1997.

               10.6  Stock Pledge Agreement between Wells 
                     Electronics, Inc. and Fleet National Bank 
                     dated as of December 26, 1997.

               10.7  Conditional Patent Assignment from PCD 
                     Inc. to Fleet National Bank dated as of 
                     December 26, 1997.

               10.8  Conditional Patent Assignment from Wells 
                     Electronics, Inc. to Fleet National 
                     Bank dated as of December 26, 1997.

               10.9  Conditional Patent Assignment from 
                     Wells Japan Kabushiki Kaisha to Fleet 
                     National Bank dated as of December 26, 1997.

               10.10 Conditional Trademark Collateral Assignment 
                     from PCD Inc. to Fleet National Bank dated 
                     December 26, 1997.

               10.11 Conditional Trademark Collateral Assignment 
                     from Wells Electronics, Inc. to Fleet
                     National Bank dated as of December 26, 1997.

               10.12 Collateral Assignment of Contracts, Leases, 
                     Licenses and Permits from PCD Inc. to Fleet 
                     National Bank dated as of December 26, 1997.

               10.13 Collateral Assignment of Contracts, Leases, 
                     Licenses and Permits from Wells Electronics, 
                     Inc. to Fleet National Bank dated as of 
                     December 26, 1997.

               10.14 Undertaking to Furnish Copies of Omitted 
                     Exhibits and Schedules to Loan Agreement and 
                     Related Documents dated as of December 26,
                     1997.

               10.15 Subordinated Debenture and Warrant Purchase 
                     Agreement between PCD Inc. and Emerson
                     Electric Co. dated as of December 26, 1997.

               10.16 Subordinated Debenture issued to Emerson 
                     Electric Co. dated December 26, 1997.

               10.17 Common Stock Purchase Warrant issued to 
                     Emerson Electric Co. dated December 26, 
                     1997.
10.18 Registration Rights Agreement between PCD 
                     Inc. and Emerson Electric Co. dated as of 
                     December 26, 1997.

               10.19 Subordination Agreement among PCD Inc., 
                     Emerson Electric Co. and Fleet National Bank 
                     dated as of December 26, 1997.

               10.20 Undertaking to Furnish Copies of Omitted 
                     Exhibits to Subordinated Debenture and 
                     Warrant Purchase Agreement dated as of 
                     December 26, 1997.

               99.1  Press Release of PCD Inc. dated December 29, 
                     1997.

                          SIGNATURES

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

                                PCD INC.
                                --------
                                Registrant

DATED: January 9, 1998          By:  /s/ John L. Dwight, Jr.
                                   -----------------------
                                   John L. Dwight, Jr.
                                   Chairman of the Board,
                                   President and Chief 
                                   Executive Officer