As filed with the Securities and Exchange Commission on December ___, 1996
  
                                                  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, Austin, Texas                        78725-2000
      (Address of Principal                              (Zip Code)
       Executive Offices)                                     
                
                                  
                  Tracor Deferred Compensation Plan
                      (Full title of the 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 be   Proposed    Proposed    Amount of
  to be registered    registered1    maximum     maximum     registration
                                     offering    aggregate   Fee   
                                     price per   offering    
                                     share2      price2      
                                                          
  Common Stock par           
  value $.01 per share   200,000     $22.00      $4,400,000  $1,517

1  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
   registration statement also covers an indeterminate amount of interests to 
   be offered or sold pursuant to the employee benefit plan described herein.
  
2  The registration fee has been calculated pursuant to Rule 457(h).
  
                                      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"):
  
    a) The Corporation's Annual Report on Form 10-K for the year ending 
       December 31, 1995;
    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 to be offered are registered under Section 12 of the Exchange 
  Act.  
  
  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 $10,000,000.
  
  Item 7.   Exemption from Registration Claimed
  
  Not applicable.
  
  Item 8.   Exhibits
  
  3.(i)   Restated Certificate of Incorporation of Tracor, Inc.

  3.(ii)  Bylaws of the Company, as amended and restated June 13, 1996.

  4.1   Tracor Deferred Compensation 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 ____ day of December, 
  1996.
  
                                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 
  ____ day of December, 1996.
  
  
                                     /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
  
<PAGE>
The Plan.  Pursuant to the requirments 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 December 5, 1996.

                                  Tracor Deferred Compensation Plan



                                  By:  /s/Robert K. Floyd
                                       -----------------------
                                       Robert K. Floyd
                                       Plan Committee Chairman
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16178}]
{"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": "333-17409", "film-number": "96677086"}, "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"}}
As filed with the Securities and Exchange Commission on December ___, 1996
  
                                                  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, Austin, Texas                        78725-2000
      (Address of Principal                              (Zip Code)
       Executive Offices)                                     
                
                                  
                  Tracor Deferred Compensation Plan
                      (Full title of the 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 be   Proposed    Proposed    Amount of
  to be registered    registered1    maximum     maximum     registration
                                     offering    aggregate   Fee   
                                     price per   offering    
                                     share2      price2      
                                                          
  Common Stock par           
  value $.01 per share   200,000     $22.00      $4,400,000  $1,517

1  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
   registration statement also covers an indeterminate amount of interests to 
   be offered or sold pursuant to the employee benefit plan described herein.
  
2  The registration fee has been calculated pursuant to Rule 457(h).
  
                                      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"):
  
    a) The Corporation's Annual Report on Form 10-K for the year ending 
       December 31, 1995;
    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 to be offered are registered under Section 12 of the Exchange 
  Act.  
  
  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 $10,000,000.
  
  Item 7.   Exemption from Registration Claimed
  
  Not applicable.
  
  Item 8.   Exhibits
  
  3.(i)   Restated Certificate of Incorporation of Tracor, Inc.

  3.(ii)  Bylaws of the Company, as amended and restated June 13, 1996.

  4.1   Tracor Deferred Compensation 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 ____ day of December, 
  1996.
  
                                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 
  ____ day of December, 1996.
  
  
                                     /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 requirments 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 December 5, 1996.

                                  Tracor Deferred Compensation Plan

                                  By:  /s/Robert K. Floyd
                                       -----------------------
                                       Robert K. Floyd
                                       Plan Committee Chairman