As filed with the Securities and Exchange Commission on June 30, 1997
   
                                                          Reg. No. 33-______   
   
                   SECURITIES AND EXCHANGE COMMISSION   
                         Washington, D.C. 20549   
                                FORM S-8   
                         Registration Statement   
                                  Under   
                       the Securities Act of 1933   
   
                              Tracor, Inc.   
         (Exact name of registrant as specified in its charter)   
   
                   Delaware                           74-2618088 
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)               Identification No.)
                                          

                                          
                                          

   6500 Tracor Lane                                 78725-2000
   Austin, Texas                                    (Zip Code)
   (Address of Principal Executive Offices)
                                       
                        Outside Directors' Fee Plan   
   
                             Robert K. Floyd   
               Vice President and Chief Financial Officer   
                              Tracor, Inc.   
                            6500 Tracor Lane   
                           Austin, Texas 78725   
                              512/929-4680   
                  (Name, address, and telephone number,   
               including area code, of agent for service)   
   
                                Copy to:   
   
                           Russell E. Painton   
                   Vice President and General Counsel   
                              Tracor, Inc.   
                            6500 Tracor Lane   
                           Austin, Texas 78725   
                              512/929-2230   
   
                     Calculation of Registration Fee   
                     -------------------------------
   Title of securities    Amount to      Proposed    Proposed    Amount
   be registered          be registered  maximum     maximum     of registration
                                         offering    aggregate   on fee
                                         price per   offering    
                                         share1      price1      
                                                              
   Outside Directors'        $500,000    100%        $500,000    $172
   Fee Plan Interests2                                                 
                                                    
   1   Estimated solely for the purposes of calculating the 
       registration fee pursuant to Rule 457(o).
   2   The Outside Directors' Fee Plan Interests are unsecured 
       interests of Tracor, Inc. to pay deferred compensation in the 
       future in accordance with the terms of the Outside Directors' 
       Fee Plan.

<PAGE>

   PART I   
   
   INFORMATION NOT REQUIRED   
   IN THE REGISTRATION STATEMENT   
   
   PART II   
   
   INFORMATION REQUIRED   
   IN THE REGISTRATION STATEMENT   
   
   Item 3.  Incorporation of Documents by Reference   
   
   Tracor, Inc. (the "Corporation") hereby incorporates by reference 
   in this Registration Statement the following documents previously 
   filed with the Securities and Exchange Commission (the "SEC" or 
   "Commission"):   
   
   (a) The Corporation's Annual Report on Form 10-K for the year 
       ending December 31, 1996 files on (File No. 0-20227) filed on 
       March 28, 1997.
   
   (b) A description of Tracor's common stock, the class of 
       securities to be offered, is contained in the Corporation's 
       Registration Statement on Form 10, as amended, (File No. 
       0-20227) filed on July 17, 1992.
   
   (c) All other reports filed by the Registrant pursuant to Section 
       13(a) of 15(d) of the Securities Exchange Act of 1934 since 
       December 31, 1995.
   
   All documents filed by Tracor 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 the 
   securities offered hereby have been sold or which deregisters all 
   securities then remaining unsold shall be deemed to be 
   incorporated herein by reference and to be a part hereof from the 
   date of the filing of such documents with the Commission.   
   
   Item 4.  Description of Securities   
   
   The securities registered hereunder are interests in the Outside 
   Directors' Fee Plan.   
   
   Item 5.  Interests of Named Experts and Counsel   
   
   Russell E. Painton, Vice-President, Corporate Secretary and 
   General Counsel of Tracor, Inc., has given an opinion as to the 
   legality of the shares being registered.  Mr. Painton owns stock 
   in the Company and holds options to acquire additional shares of 
   stock in the Company, the total fair market value of which exceeds 
   $50,000.   
   
   Item 6.  Indemnification of Directors and Officers   
   
   Section 145 of the Delaware General Corporation Law empowers a 
   Delaware corporation to indemnify any person who was or is a party 
   or is threatened to be made a party to any threatened, pending, or 
   completed action, suit, or proceeding, whether civil, criminal, 
   administrative, or investigative (other than an action by or in 
   the right or such corporation) by reason of the fact that such 
   person is or was a director, officer, employee, or agent of such 
   corporation, or is or was serving at the request of such 
   corporation as a director, officer, employee, or agent of another 
   corporation or enterprise.  A corporation may indemnify such 
   person against expenses (including attorneys' fees), judgments, 
   fines, and amounts paid in settlement actually and reasonably 
   incurred by such person in connection with such action, suit, or 
   proceeding if he acted in good faith and in a manner he reasonably 
   believed to be in or not opposed to the best interests of the 
   corporation, and, with respect to any criminal action or 
   proceeding, had no reasonable cause to believe his conduct was 
   unlawful.  A Delaware corporation may indemnify officers and 
   directors in an action by or in the right of the corporation to 
   procure a judgment in its favor under the same conditions, except 
   that no indemnification is permitted without judicial approval if 
   the officer or director is adjudged to be liable to the 
   corporation.  Where an officer or director is successful on the 
   merits or otherwise in the defense of any action referred to 
   above, the corporation must indemnify him against the expenses 
   (including attorneys' fees) which he actually and reasonably 
   incurred in connection therewith.  The indemnification provided is 
   not deemed to be exclusive of any other rights to which an officer 
   or director may be entitled under any corporation's bylaw, 
   agreement, vote, or otherwise.   
   
   In accordance with Section 145 of the Delaware General Corporation 
   Law, the Certificate of Incorporation of Tracor provides in 
   Article VIII for the following indemnification:   
   
   The corporation shall, to the fullest extent permitted by Section 
   145 of the General Corporation Law of the State of Delaware, as 
   the same may be amended and supplemented, indemnify any and all 
   persons whom it shall have power to indemnify under said section 
   from and against any and all of the expenses, liabilities, or 
   other matters referred to in or covered by said section, and the 
   indemnification provided for herein shall not be deemed exclusive 
   of any other rights to which those indemnified may be entitled 
   under any bylaw, agreement, vote of stockholders or disinterested 
   directors, or otherwise, both as to action in his official 
   capacity and as to action in another capacity while holding such 
   office, and shall continue as to a person who has ceased to be a 
   director, officer, employee, or agent and shall inure to the 
   benefit of the heirs, executors, and administrators of such 
   person.  No amendment, modification, or repeal of this Article 
   VIII shall affect or impair in any way the rights of any director 
   or officer of the Corporation to indemnification under the 
   provisions hereof with respect to any action, suit, or proceeding 
   arising out of, or relating to, any actions, transactions, or 
   facts occurring prior to the final adoption of such amendment, 
   termination, or repeal.   
   
   In addition, Section 6. of Article VIII of Tracor's bylaws provide 
   that the corporation shall indemnify its directors, officers, 
   employees, and agents to the fullest extent permitted by the 
   General Corporation Law of the State of Delaware and its 
   Certificate of Incorporation.   
   
   Tracor maintains director and officer liability insurance in the 
   aggregate amount of $25,000,000.   
   
   Item 7.  Exemption from Registration Claimed   
   
   Not applicable.   
   
   Item 8.  Exhibits   
   
   3.1     Restated Certificate of Incorporation, as amended  (incorporated
           by reference to the Company's Registration  Statement Number
           333-03330 filed with the Securities and  Exchange Commission
           on April 10, 1996).
           

   3.2     Bylaws of the Company, as amended and restated (incorporated
           by reference to the Company's Registration Statement Number
           333-03330 filed with the Securities and Exchange Commission
           on  April 10, 1996).
           

   4.1     Outside Directors' Fee Plan
           

   4.2    Specimen Certificate representing Common Stock of Tracor (incorporated
          by reference to Exhibit 4.6 of Tracor's  Registration Statement
          on Form 10, as amended, dated July 17,  1992 (File No. 0-20227)).
           

   5.1     Opinion of Russell E. Painton, General Counsel to Tracor, Inc.
           as to the legality of the shares being registered.
           

   23.1    Consent of Ernst & Young, LLP, Independent Auditors.
  
   Item 9.  Undertakings.   
   
   1.  Tracor 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 the 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 the Registration Statement;  and
          
          (iii)  to include any material information with respect to 
                 the plan of distribution not previously disclosed in 
                 the Registration Statement or any material change to 
                 such information in the Registration Statement;
          
       provided, however, that paragraphs (a)(i) and (a)(ii) do not 
       apply if the information required to be included in the 
       post-effective amendment by those paragraphs is contained in 
       periodic reports filed by Tracor pursuant to Section 13 or 
       15(d) of the Exchange Act that are incorporated by reference 
       in the Registration Statement.
   
       (b)  that, for the purpose of determining any liability under 
       the Securities Act, each such post-effective amendment 
       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 which 
       remain unsold at the termination of the offering.
   
   2.  The undersigned registrant hereby undertakes that, for 
       purposes of determining any liability under the Securities 
       Act of 1933, each filing of the registrant's annual report 
       pursuant to section 13(a) or section 15(d) of the Securities 
       Exchange Act of 1934 (and, where applicable, each filing of 
       an employee benefit plan's annual report pursuant to section 
       15(d) of the Securities Exchange Act of 1934) that is 
       incorporated by reference in the registration statement shall 
       be deemed to be a new registration statement relating to the 
       securities offered therein, and the offering of such 
       securities at the time shall be deemed to be the initial bona 
       fide offering thereof.
   
   3.  Insofar as indemnification for liabilities arising under the 
       Securities Act of 1934 may be permitted to directors, 
       officers and controlling persons of the registrant pursuant 
       to the foregoing provisions, or otherwise, the registrant has 
       been advised that in the opinion of the Securities and 
       Exchange Commission such indemnification is against public 
       policy as expressed in the Act and is, therefore, 
       unenforceable.  In the event that a claim for indemnification 
       against such liabilities (other than the payment by the 
       registrant of expenses incurred or paid by a director, 
       officer or controlling person of the registrant 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 
       registrant 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 Act and will be governed by the final adjudication of 
       such issue.
   
                               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 
   Austin, State of Texas on the 30th day of June, 1997.   
   
                    Tracor, Inc.   
   
      
                    By:  /s/ James B. Skaggs   
                         -------------------
                         James B. Skaggs   
                         President   
   
   
   Pursuant to the requirements of the Securities Exchange Act of 
   1933, this Registration Statement has been signed by Directors of 
   the corporation on the 30th day of June, 1997.   
   
   
                         /s/ William E. Conway   
                         William E. Conway   
   
   
                         /s/ Julian Davidson   
                         Julian Davidson   
   
   
                         /s/ Anthony Grillo   
                         Anthony Grillo   
   
   
                         /s/ Bob Marbut   
                         Bob Marbut   
   
   
                         /s/ Elvis Mason   
                         Elvis Mason   
   
   
                         /s/ James B. Skaggs   
                         James B. Skaggs   
   
   
                         /s/ Thomas P. Stafford   
                         Lt. Gen. Thomas P. Stafford   
   

   The Plan.  Pursuant to the requirements of the Securities Act of 
   1933, the trustees (or other persons who administer the employee 
   benefit plan) have duly caused this registration statement to be 
   signed on its behalf by the undersigned, thereunto duly 
   authorized, in the City of Austin, State of Texas, on June 30, 
   1997.   
   
                         Outside Directors' Fee Plan   
   
      
                         By:  /s/ Robert K. Floyd   
                              -------------------
                              Robert K. Floyd   
                              Plan Committee Chairman
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FILING", "secsgml_size_bytes": 16614}]
{"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": "S-8", "act": "33", "file-number": "333-30363", "film-number": "97632970"}, "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"}}
As filed with the Securities and Exchange Commission on June 30, 1997
   
                                                          Reg. No. 33-______   
   
                   SECURITIES AND EXCHANGE COMMISSION   
                         Washington, D.C. 20549   
                                FORM S-8   
                         Registration Statement   
                                  Under   
                       the Securities Act of 1933   
   
                              Tracor, Inc.   
         (Exact name of registrant as specified in its charter)   
   
                   Delaware                           74-2618088 
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)               Identification No.)
                                          

                                          
                                          

   6500 Tracor Lane                                 78725-2000
   Austin, Texas                                    (Zip Code)
   (Address of Principal Executive Offices)
                                       
                        Outside Directors' Fee Plan   
   
                             Robert K. Floyd   
               Vice President and Chief Financial Officer   
                              Tracor, Inc.   
                            6500 Tracor Lane   
                           Austin, Texas 78725   
                              512/929-4680   
                  (Name, address, and telephone number,   
               including area code, of agent for service)   
   
                                Copy to:   
   
                           Russell E. Painton   
                   Vice President and General Counsel   
                              Tracor, Inc.   
                            6500 Tracor Lane   
                           Austin, Texas 78725   
                              512/929-2230   
   
                     Calculation of Registration Fee   
                     -------------------------------
   Title of securities    Amount to      Proposed    Proposed    Amount
   be registered          be registered  maximum     maximum     of registration
                                         offering    aggregate   on fee
                                         price per   offering    
                                         share1      price1      
                                                              
   Outside Directors'        $500,000    100%        $500,000    $172
   Fee Plan Interests2                                                 
                                                    
   1   Estimated solely for the purposes of calculating the 
       registration fee pursuant to Rule 457(o).
   2   The Outside Directors' Fee Plan Interests are unsecured 
       interests of Tracor, Inc. to pay deferred compensation in the 
       future in accordance with the terms of the Outside Directors' 
       Fee Plan.
PART I   
   
   INFORMATION NOT REQUIRED   
   IN THE REGISTRATION STATEMENT   
   
   PART II   
   
   INFORMATION REQUIRED   
   IN THE REGISTRATION STATEMENT   
   
   Item 3.  Incorporation of Documents by Reference   
   
   Tracor, Inc. (the "Corporation") hereby incorporates by reference 
   in this Registration Statement the following documents previously 
   filed with the Securities and Exchange Commission (the "SEC" or 
   "Commission"):   
   
   (a) The Corporation's Annual Report on Form 10-K for the year 
       ending December 31, 1996 files on (File No. 0-20227) filed on 
       March 28, 1997.
   
   (b) A description of Tracor's common stock, the class of 
       securities to be offered, is contained in the Corporation's 
       Registration Statement on Form 10, as amended, (File No. 
       0-20227) filed on July 17, 1992.
   
   (c) All other reports filed by the Registrant pursuant to Section 
       13(a) of 15(d) of the Securities Exchange Act of 1934 since 
       December 31, 1995.
   
   All documents filed by Tracor 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 the 
   securities offered hereby have been sold or which deregisters all 
   securities then remaining unsold shall be deemed to be 
   incorporated herein by reference and to be a part hereof from the 
   date of the filing of such documents with the Commission.   
   
   Item 4.  Description of Securities   
   
   The securities registered hereunder are interests in the Outside 
   Directors' Fee Plan.   
   
   Item 5.  Interests of Named Experts and Counsel   
   
   Russell E. Painton, Vice-President, Corporate Secretary and 
   General Counsel of Tracor, Inc., has given an opinion as to the 
   legality of the shares being registered.  Mr. Painton owns stock 
   in the Company and holds options to acquire additional shares of 
   stock in the Company, the total fair market value of which exceeds 
   $50,000.   
   
   Item 6.  Indemnification of Directors and Officers   
   
   Section 145 of the Delaware General Corporation Law empowers a 
   Delaware corporation to indemnify any person who was or is a party 
   or is threatened to be made a party to any threatened, pending, or 
   completed action, suit, or proceeding, whether civil, criminal, 
   administrative, or investigative (other than an action by or in 
   the right or such corporation) by reason of the fact that such 
   person is or was a director, officer, employee, or agent of such 
   corporation, or is or was serving at the request of such 
   corporation as a director, officer, employee, or agent of another 
   corporation or enterprise.  A corporation may indemnify such 
   person against expenses (including attorneys' fees), judgments, 
   fines, and amounts paid in settlement actually and reasonably 
   incurred by such person in connection with such action, suit, or 
   proceeding if he acted in good faith and in a manner he reasonably 
   believed to be in or not opposed to the best interests of the 
   corporation, and, with respect to any criminal action or 
   proceeding, had no reasonable cause to believe his conduct was 
   unlawful.  A Delaware corporation may indemnify officers and 
   directors in an action by or in the right of the corporation to 
   procure a judgment in its favor under the same conditions, except 
   that no indemnification is permitted without judicial approval if 
   the officer or director is adjudged to be liable to the 
   corporation.  Where an officer or director is successful on the 
   merits or otherwise in the defense of any action referred to 
   above, the corporation must indemnify him against the expenses 
   (including attorneys' fees) which he actually and reasonably 
   incurred in connection therewith.  The indemnification provided is 
   not deemed to be exclusive of any other rights to which an officer 
   or director may be entitled under any corporation's bylaw, 
   agreement, vote, or otherwise.   
   
   In accordance with Section 145 of the Delaware General Corporation 
   Law, the Certificate of Incorporation of Tracor provides in 
   Article VIII for the following indemnification:   
   
   The corporation shall, to the fullest extent permitted by Section 
   145 of the General Corporation Law of the State of Delaware, as 
   the same may be amended and supplemented, indemnify any and all 
   persons whom it shall have power to indemnify under said section 
   from and against any and all of the expenses, liabilities, or 
   other matters referred to in or covered by said section, and the 
   indemnification provided for herein shall not be deemed exclusive 
   of any other rights to which those indemnified may be entitled 
   under any bylaw, agreement, vote of stockholders or disinterested 
   directors, or otherwise, both as to action in his official 
   capacity and as to action in another capacity while holding such 
   office, and shall continue as to a person who has ceased to be a 
   director, officer, employee, or agent and shall inure to the 
   benefit of the heirs, executors, and administrators of such 
   person.  No amendment, modification, or repeal of this Article 
   VIII shall affect or impair in any way the rights of any director 
   or officer of the Corporation to indemnification under the 
   provisions hereof with respect to any action, suit, or proceeding 
   arising out of, or relating to, any actions, transactions, or 
   facts occurring prior to the final adoption of such amendment, 
   termination, or repeal.   
   
   In addition, Section 6. of Article VIII of Tracor's bylaws provide 
   that the corporation shall indemnify its directors, officers, 
   employees, and agents to the fullest extent permitted by the 
   General Corporation Law of the State of Delaware and its 
   Certificate of Incorporation.   
   
   Tracor maintains director and officer liability insurance in the 
   aggregate amount of $25,000,000.   
   
   Item 7.  Exemption from Registration Claimed   
   
   Not applicable.   
   
   Item 8.  Exhibits   
   
   3.1     Restated Certificate of Incorporation, as amended  (incorporated
           by reference to the Company's Registration  Statement Number
           333-03330 filed with the Securities and  Exchange Commission
           on April 10, 1996).
           

   3.2     Bylaws of the Company, as amended and restated (incorporated
           by reference to the Company's Registration Statement Number
           333-03330 filed with the Securities and Exchange Commission
           on  April 10, 1996).
           

   4.1     Outside Directors' Fee Plan
           

   4.2    Specimen Certificate representing Common Stock of Tracor (incorporated
          by reference to Exhibit 4.6 of Tracor's  Registration Statement
          on Form 10, as amended, dated July 17,  1992 (File No. 0-20227)).
           

   5.1     Opinion of Russell E. Painton, General Counsel to Tracor, Inc.
           as to the legality of the shares being registered.
           

   23.1    Consent of Ernst & Young, LLP, Independent Auditors.
  
   Item 9.  Undertakings.   
   
   1.  Tracor 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 the 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 the Registration Statement;  and
          
          (iii)  to include any material information with respect to 
                 the plan of distribution not previously disclosed in 
                 the Registration Statement or any material change to 
                 such information in the Registration Statement;
          
       provided, however, that paragraphs (a)(i) and (a)(ii) do not 
       apply if the information required to be included in the 
       post-effective amendment by those paragraphs is contained in 
       periodic reports filed by Tracor pursuant to Section 13 or 
       15(d) of the Exchange Act that are incorporated by reference 
       in the Registration Statement.
   
       (b)  that, for the purpose of determining any liability under 
       the Securities Act, each such post-effective amendment 
       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 which 
       remain unsold at the termination of the offering.
   
   2.  The undersigned registrant hereby undertakes that, for 
       purposes of determining any liability under the Securities 
       Act of 1933, each filing of the registrant's annual report 
       pursuant to section 13(a) or section 15(d) of the Securities 
       Exchange Act of 1934 (and, where applicable, each filing of 
       an employee benefit plan's annual report pursuant to section 
       15(d) of the Securities Exchange Act of 1934) that is 
       incorporated by reference in the registration statement shall 
       be deemed to be a new registration statement relating to the 
       securities offered therein, and the offering of such 
       securities at the time shall be deemed to be the initial bona 
       fide offering thereof.
   
   3.  Insofar as indemnification for liabilities arising under the 
       Securities Act of 1934 may be permitted to directors, 
       officers and controlling persons of the registrant pursuant 
       to the foregoing provisions, or otherwise, the registrant has 
       been advised that in the opinion of the Securities and 
       Exchange Commission such indemnification is against public 
       policy as expressed in the Act and is, therefore, 
       unenforceable.  In the event that a claim for indemnification 
       against such liabilities (other than the payment by the 
       registrant of expenses incurred or paid by a director, 
       officer or controlling person of the registrant 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 
       registrant 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 Act and will be governed by the final adjudication of 
       such issue.
   
                               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 
   Austin, State of Texas on the 30th day of June, 1997.   
   
                    Tracor, Inc.   
   
      
                    By:  /s/ James B. Skaggs   
                         -------------------
                         James B. Skaggs   
                         President   
   
   
   Pursuant to the requirements of the Securities Exchange Act of 
   1933, this Registration Statement has been signed by Directors of 
   the corporation on the 30th day of June, 1997.   
   
   
                         /s/ William E. Conway   
                         William E. Conway   
   
   
                         /s/ Julian Davidson   
                         Julian Davidson   
   
   
                         /s/ Anthony Grillo   
                         Anthony Grillo   
   
   
                         /s/ Bob Marbut   
                         Bob Marbut   
   
   
                         /s/ Elvis Mason   
                         Elvis Mason   
   
   
                         /s/ James B. Skaggs   
                         James B. Skaggs   
   
   
                         /s/ Thomas P. Stafford   
                         Lt. Gen. Thomas P. Stafford   
   

   The Plan.  Pursuant to the requirements of the Securities Act of 
   1933, the trustees (or other persons who administer the employee 
   benefit plan) have duly caused this registration statement to be 
   signed on its behalf by the undersigned, thereunto duly 
   authorized, in the City of Austin, State of Texas, on June 30, 
   1997.   
   
                         Outside Directors' Fee Plan   
   
      
                         By:  /s/ Robert K. Floyd   
                              -------------------
                              Robert K. Floyd   
                              Plan Committee Chairman