Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549


                                      FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                              THE SECURITIES ACT OF 1933


                              THE PERKIN-ELMER CORPORATION
                      (Exact Name of Registrant as Specified in Its Charter)

                New York                               06-0490270
     (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)                 Identification Number)


                                761 MAIN AVENUE
                        NORWALK, CONNECTICUT  06859-0001
                (Address of Principal Executive Offices, including Zip Code)


                          THE PERKIN-ELMER CORPORATION
                            1997 STOCK INCENTIVE PLAN
                             (Full Title of the Plan)


                              WILLIAM B. SAWCH
                Senior Vice President, General Counsel and Secretary
                        THE PERKIN-ELMER CORPORATION
                             761 Main Avenue
                       Norwalk, Connecticut 06859-0001
                             (203) 762-1000
              (Name, Address, and Telephone Number of Agent for Service)




                         CALCULATION OF REGISTRATION FEE

                                    Proposed   Proposed
                                    Maximum    Maximum
                                    Offering   Aggregate     Amount of
Title of Securities  Amount to be   Price Per  Offering     Registration
to be Registered      Registered    Share (1)  Price (1)         Fee

Common Stock, $1.00
Par Value (2)          2,000,000    $ 67.1563  $134,312,600  $40,700.79



1. Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed maximum offering
price per share and the registration fee are based upon the reported
average of the high and low prices for the common stock of the Registrant
(the "Common Stock") on the New York Stock Exchange on October 23, 1997.
The maximum offering price per share is estimated solely for purposes of
calculating the registration fee.
2. This Registration Statement also pertains to rights to purchase
Participating Preferred Stock of the Registrant (the "Rights"). Until the
occurrence of certain prescribed events, the Rights are not exercisable,
are evidenced by the certificates for Common Stock, and will be
transferred along with and only with such securities.  Thereafter,
separate Rights certificates will be issued representing one Right for
each share of Common Stock held, subject to adjustment pursuant to anti-
dilution provisions.




<PAGE>


                        PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.


Item 2. Registrant Information and Employee Plan Annual Information.


                        PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

 The following documents filed by The Perkin-Elmer Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:

  (1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997.

(2) The Company's Current Report on Form 8-K dated August 23,
1997 and filed on August 26, 1997.

  (3) The descriptions of the Company's Common Stock and the
rights to purchase the Company's Participating Preferred Stock, par value
$1.00 per share, contained in the Company's Registration Statements filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended,
(the "1934 Act"), including any amendment or report filed for the purpose of
updating such descriptions.

 All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act in each year during which the offering made by this Registration
Statement is in effect prior to the filing with the Commission of the Company's
Annual Report on Form 10-K covering such year shall not be Incorporated


                        -1-

<PAGE>

Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report
on Form 10-K.


 Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

 Not applicable.


Item 5. Interests of Named Experts and Counsel.

 Legal matters in connection with the shares of Common Stock subject to
issuance pursuant to The Perkin-Elmer Corporation 1997 Stock Incentive Plan
have been passed upon by William B. Sawch, Esq., Senior Vice President, General
Counsel and Secretary of the Company.  Mr. Sawch owns Common Stock of the
Company and options to purchase Common Stock of the Company with an aggregate
value in excess of $50,000.


Item 6. Indemnification of Directors and Officers.

 The New York Business Corporation Law (the "NYBCL") authorizes a New
York corporation to indemnify any person who is, or is threatened to be made,
a party in any civil or criminal proceeding (other than an action by or in the
right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another entity, against judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) actually and necessarily
incurred by such person as a result of such action or proceeding or any appeal
therein.  With respect to actions by or in the right of the corporation, the
NYBCL authorizes indemnification of such person against reasonable expenses
including attorneys' fees and amounts paid in settlement.  To be entitled to
indemnification, a person must have acted in good faith, for a purpose which
he or she reasonably believed to be in, or in the case of service for another
organization, not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, in addition, had no reasonable
cause to believe his or her conduct was unlawful.  Court approval is required
as a prerequisite to indemnification of expenses in respect of any claim as to
which a person has been adjudged liable to the corporation.

 The NYBCL requires indemnification against expenses actually and
reasonably incurred by any director, officer, employee or agent
in connection with a proceeding against such person


                        -2-

<PAGE>


for action in such capacity to the extent that the person has been
successful on the merits or otherwise. Advancement of expenses (i.e.,
payment prior to a determination on the merits) is permitted, but not
required, by the NYBCL, which further requires that any director or
officer must undertake to repay such expenses if it is ultimately
determined that he or she is not entitled to indemnification.
The disinterested members of the board of directors (or independent
legal counsel or the shareholders) must determine, in each instance
where indemnification is not required by the NYBCL, that such director,
officer, employee or agent isentitled to indemnification.  The NYBCL provides
that the indemnification provided by statute is not exclusive.

 The Company's By-Laws provide that, except to the extent expressly
prohibited by the NYBCL, the Company shall indemnify each person made or
threatened to be made a party to, or called as a witness or asked to submit
information in, any action or proceeding by reason of the fact that such
person or such person's testator or intestate is or was a director or officer
of the Company, or serves or served at the request of the Company any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, penalties, amounts paid
in settlement and reasonable expenses, including attorneys' fees, incurred in
connection with such action or proceeding, or any appeal therein, provided
that no such indemnification shall be made if a judgment or other final
adjudication adverse to such person establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of the action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled, and provided further that no such
indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the Company has given its prior consent to such settlement or other
disposition.  Reference to an action or proceeding in these By-Laws includes,
without limitation, any pending or threatened action, proceeding, hearing or
investigation, whether civil or criminal, whether judicial, administrative or
legislative in nature and whether or not in the nature of a direct or a
shareholders' derivative action brought by or on behalf of the Company or any
other corporation or enterprise which the director or officer of the
corporation serves at the Company's request.

 The Company's By-Laws further provide that the Company shall advance or
promptly reimburse upon request any person entitled to indemnification
hereunder for all expenses, including attorneys' fees, reasonably incurred in
defending any action or proceeding in advance of the final disposition thereof
upon receipt of an undertaking by or on behalf of such person to repay such
amount if such person is ultimately found not to be entitled to
indemnification or, where indemnification is granted, to the extent the
expenses so advanced or reimbursed exceed the amount to which such person is
entitled, provided, however, that such person shall cooperate in good faith
with any request by the Company that common counsel be utilized by the parties
to an action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or among
such parties.  The Company shall also promptly pay or reimburse such person
for all expenses, including fees and expenses of counsel, reasonably incurred
by such person in successfully enforcing his or her rights pursuant to the By-
Law provisions described above.


                        -3-

<PAGE>


Item 7. Exemption from Registration Claimed.

  Not applicable



Item 8. Exhibits.

      Exhibit 4(1)      -  Three Year Credit Agreement dated June 1,
                           1994 among Morgan Guaranty Trust Company,
                           certain banks named in such Agreement, and the
                           Company, as amended July 20, 1995
                           (Incorporated by reference to Exhibit 4(1) to
                           the Company's Annual Report on Form 10-K for the
                           fiscal year ended June 30, 1995 (Commission file
                           number 1-4389)).

      Exhibit 4(2)      -  Amendment dated as of March 31, 1996 to
                           the Three Year Credit Agreement dated as of June
                           1, 1994 among Morgan Guaranty Trust Company,
                           certain banks named in such Agreement, and the
                           Company, as amended July 20, 1995
                           (Incorporated by reference to
                           Exhibit 4(2) to the Company's Annual Report on
                           Form 10-K for the fiscal year ended June 30,
                           1997 (Commission file number 1-4389)).

      Exhibit 4(3)      -  Shareholder Protection Rights Agreement
                           dated April 30, 1989 between the Company and The
                           First National Bank of Boston (Incorporated by
                           reference to Exhibit 4 to the Company's Current
                           Report on Form 8-K dated April 20, 1989
                           (Commission file number 1-4389)).

      Exhibit 5         -  Opinion of William B. Sawch, Esq.
                           (including Consent).

      Exhibit 23(1)     -  Consent of Price Waterhouse LLP.

      Exhibit 23(2)     -  Consent of William B. Sawch, Esq.
                           (included in Exhibit 5).

      Exhibit 24        -  Power of Attorney (contained on the
                           signature pages hereof).

      Exhibit 99        -  The Perkin-Elmer Corporation 1997 Stock
                           Incentive Plan.


Item 9. Undertakings.

      (a)  The Company hereby undertakes:


                        -4-

<PAGE>


      (1)  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 of 1933 (the "1933 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)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement;

(2)  That, for the purpose of determining any liability under the 1933
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; and

(3)  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.

(b)  The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the 1934 Act) 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 that time shall be deemed to be the initial bona fide offering
thereof.

(c)  Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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


                        -5-

<PAGE>


Company 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 1933 Act and will be governed by the
final adjudication of such issue.

                        -6-

<PAGE>

                                SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, the Company
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 Norwalk, State of Connecticut, on October 24, 1997.

                                     THE PERKIN-ELMER CORPORATION


                                      By:/s/   William B. Sawch
                                               William B. Sawch
                                               Senior Vice President, General
                                               Counsel and Secretary


                                POWER OF ATTORNEY


 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Dennis L. Winger and William B. Sawch,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents of any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

 Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<S>                                      <C>                           <C>
/s/   Tony L. White                       Chairman of the Board,        October  24, 1997
Tony L. White                             President and Chief
                                          Executive Officer
                                          (Principal Executive Officer)
</TABLE>

                        -7-

<PAGE>


<TABLE>
<S>                                      <C>                           <C>
/s/   Dennis L. Winger                    Senior Vice President,        October  24, 1997
Dennis L. Winger                          Chief Financial Officer
                                          and Treasurer (Principal
                                          Financial Officer)


/s/   Ugo D. DeBlasi                      Corporate Controller          October  24, 1997
Ugo D. DeBlasi                            (Principal Accounting
                                          Officer)


/s/   Joseph F. Abely, Jr.                Director                      October  24, 1997
Joseph F. Abely, Jr.


/s/   Richard H. Ayers                    Director                      October  24, 1997
Richard H. Ayers


/s/   Jean-Luc Belingard                  Director                      October  24, 1997
Jean-Luc Belingard


/s/   Robert H. Hayes                     Director                      October  24, 1997
Robert H. Hayes


/s/   Georges C. St. Laurent, Jr.         Director                      October  24, 1997
Georges C. St. Laurent, Jr.


/s/   Carolyn W. Slayman                  Director                      October  24, 1997
Carolyn W. Slayman


/s/   Orin R. Smith                       Director                      October  24, 1997
Orin R. Smith

</TABLE>
                        -8-


<PAGE>


                        EXHIBIT INDEX


Exhibit No.                           Exhibit


     5                Opinion of William B. Sawch, Esq.

    23(1)             Consent of Price Waterhouse

    99                The Perkin-Elmer Corporation 1997
                       Stock Incentive Plan
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Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                      FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                              THE SECURITIES ACT OF 1933

                              THE PERKIN-ELMER CORPORATION
                      (Exact Name of Registrant as Specified in Its Charter)

                New York                               06-0490270
     (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)                 Identification Number)

                                761 MAIN AVENUE
                        NORWALK, CONNECTICUT  06859-0001
                (Address of Principal Executive Offices, including Zip Code)

                          THE PERKIN-ELMER CORPORATION
                            1997 STOCK INCENTIVE PLAN
                             (Full Title of the Plan)

                              WILLIAM B. SAWCH
                Senior Vice President, General Counsel and Secretary
                        THE PERKIN-ELMER CORPORATION
                             761 Main Avenue
                       Norwalk, Connecticut 06859-0001
                             (203) 762-1000
              (Name, Address, and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                                    Proposed   Proposed
                                    Maximum    Maximum
                                    Offering   Aggregate     Amount of
Title of Securities  Amount to be   Price Per  Offering     Registration
to be Registered      Registered    Share (1)  Price (1)         Fee

Common Stock, $1.00
Par Value (2)          2,000,000    $ 67.1563  $134,312,600  $40,700.79

1. Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed maximum offering
price per share and the registration fee are based upon the reported
average of the high and low prices for the common stock of the Registrant
(the "Common Stock") on the New York Stock Exchange on October 23, 1997.
The maximum offering price per share is estimated solely for purposes of
calculating the registration fee.
2. This Registration Statement also pertains to rights to purchase
Participating Preferred Stock of the Registrant (the "Rights"). Until the
occurrence of certain prescribed events, the Rights are not exercisable,
are evidenced by the certificates for Common Stock, and will be
transferred along with and only with such securities.  Thereafter,
separate Rights certificates will be issued representing one Right for
each share of Common Stock held, subject to adjustment pursuant to anti-
dilution provisions.
PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Item 2. Registrant Information and Employee Plan Annual Information.

                        PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

 The following documents filed by The Perkin-Elmer Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:

  (1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997.

(2) The Company's Current Report on Form 8-K dated August 23,
1997 and filed on August 26, 1997.

  (3) The descriptions of the Company's Common Stock and the
rights to purchase the Company's Participating Preferred Stock, par value
$1.00 per share, contained in the Company's Registration Statements filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended,
(the "1934 Act"), including any amendment or report filed for the purpose of
updating such descriptions.

 All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act in each year during which the offering made by this Registration
Statement is in effect prior to the filing with the Commission of the Company's
Annual Report on Form 10-K covering such year shall not be Incorporated

                        -1-
Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report
on Form 10-K.

 Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

 Not applicable.

Item 5. Interests of Named Experts and Counsel.

 Legal matters in connection with the shares of Common Stock subject to
issuance pursuant to The Perkin-Elmer Corporation 1997 Stock Incentive Plan
have been passed upon by William B. Sawch, Esq., Senior Vice President, General
Counsel and Secretary of the Company.  Mr. Sawch owns Common Stock of the
Company and options to purchase Common Stock of the Company with an aggregate
value in excess of $50,000.

Item 6. Indemnification of Directors and Officers.

 The New York Business Corporation Law (the "NYBCL") authorizes a New
York corporation to indemnify any person who is, or is threatened to be made,
a party in any civil or criminal proceeding (other than an action by or in the
right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another entity, against judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) actually and necessarily
incurred by such person as a result of such action or proceeding or any appeal
therein.  With respect to actions by or in the right of the corporation, the
NYBCL authorizes indemnification of such person against reasonable expenses
including attorneys' fees and amounts paid in settlement.  To be entitled to
indemnification, a person must have acted in good faith, for a purpose which
he or she reasonably believed to be in, or in the case of service for another
organization, not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, in addition, had no reasonable
cause to believe his or her conduct was unlawful.  Court approval is required
as a prerequisite to indemnification of expenses in respect of any claim as to
which a person has been adjudged liable to the corporation.

 The NYBCL requires indemnification against expenses actually and
reasonably incurred by any director, officer, employee or agent
in connection with a proceeding against such person

                        -2-
for action in such capacity to the extent that the person has been
successful on the merits or otherwise. Advancement of expenses (i.e.,
payment prior to a determination on the merits) is permitted, but not
required, by the NYBCL, which further requires that any director or
officer must undertake to repay such expenses if it is ultimately
determined that he or she is not entitled to indemnification.
The disinterested members of the board of directors (or independent
legal counsel or the shareholders) must determine, in each instance
where indemnification is not required by the NYBCL, that such director,
officer, employee or agent isentitled to indemnification.  The NYBCL provides
that the indemnification provided by statute is not exclusive.

 The Company's By-Laws provide that, except to the extent expressly
prohibited by the NYBCL, the Company shall indemnify each person made or
threatened to be made a party to, or called as a witness or asked to submit
information in, any action or proceeding by reason of the fact that such
person or such person's testator or intestate is or was a director or officer
of the Company, or serves or served at the request of the Company any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, penalties, amounts paid
in settlement and reasonable expenses, including attorneys' fees, incurred in
connection with such action or proceeding, or any appeal therein, provided
that no such indemnification shall be made if a judgment or other final
adjudication adverse to such person establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of the action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled, and provided further that no such
indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the Company has given its prior consent to such settlement or other
disposition.  Reference to an action or proceeding in these By-Laws includes,
without limitation, any pending or threatened action, proceeding, hearing or
investigation, whether civil or criminal, whether judicial, administrative or
legislative in nature and whether or not in the nature of a direct or a
shareholders' derivative action brought by or on behalf of the Company or any
other corporation or enterprise which the director or officer of the
corporation serves at the Company's request.

 The Company's By-Laws further provide that the Company shall advance or
promptly reimburse upon request any person entitled to indemnification
hereunder for all expenses, including attorneys' fees, reasonably incurred in
defending any action or proceeding in advance of the final disposition thereof
upon receipt of an undertaking by or on behalf of such person to repay such
amount if such person is ultimately found not to be entitled to
indemnification or, where indemnification is granted, to the extent the
expenses so advanced or reimbursed exceed the amount to which such person is
entitled, provided, however, that such person shall cooperate in good faith
with any request by the Company that common counsel be utilized by the parties
to an action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or among
such parties.  The Company shall also promptly pay or reimburse such person
for all expenses, including fees and expenses of counsel, reasonably incurred
by such person in successfully enforcing his or her rights pursuant to the By-
Law provisions described above.

                        -3-
Item 7. Exemption from Registration Claimed.

  Not applicable

Item 8. Exhibits.

      Exhibit 4(1)      -  Three Year Credit Agreement dated June 1,
                           1994 among Morgan Guaranty Trust Company,
                           certain banks named in such Agreement, and the
                           Company, as amended July 20, 1995
                           (Incorporated by reference to Exhibit 4(1) to
                           the Company's Annual Report on Form 10-K for the
                           fiscal year ended June 30, 1995 (Commission file
                           number 1-4389)).

      Exhibit 4(2)      -  Amendment dated as of March 31, 1996 to
                           the Three Year Credit Agreement dated as of June
                           1, 1994 among Morgan Guaranty Trust Company,
                           certain banks named in such Agreement, and the
                           Company, as amended July 20, 1995
                           (Incorporated by reference to
                           Exhibit 4(2) to the Company's Annual Report on
                           Form 10-K for the fiscal year ended June 30,
                           1997 (Commission file number 1-4389)).

      Exhibit 4(3)      -  Shareholder Protection Rights Agreement
                           dated April 30, 1989 between the Company and The
                           First National Bank of Boston (Incorporated by
                           reference to Exhibit 4 to the Company's Current
                           Report on Form 8-K dated April 20, 1989
                           (Commission file number 1-4389)).

      Exhibit 5         -  Opinion of William B. Sawch, Esq.
                           (including Consent).

      Exhibit 23(1)     -  Consent of Price Waterhouse LLP.

      Exhibit 23(2)     -  Consent of William B. Sawch, Esq.
                           (included in Exhibit 5).

      Exhibit 24        -  Power of Attorney (contained on the
                           signature pages hereof).

      Exhibit 99        -  The Perkin-Elmer Corporation 1997 Stock
                           Incentive Plan.

Item 9. Undertakings.

      (a)  The Company hereby undertakes:

                        -4-
(1)  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 of 1933 (the "1933 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)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement;

(2)  That, for the purpose of determining any liability under the 1933
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; and

(3)  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.

(b)  The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the 1934 Act) 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 that time shall be deemed to be the initial bona fide offering
thereof.

(c)  Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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

                        -5-
Company 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 1933 Act and will be governed by the
final adjudication of such issue.

                        -6-
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Company
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 Norwalk, State of Connecticut, on October 24, 1997.

                                     THE PERKIN-ELMER CORPORATION

                                      By:/s/   William B. Sawch
                                               William B. Sawch
                                               Senior Vice President, General
                                               Counsel and Secretary

                                POWER OF ATTORNEY

 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Dennis L. Winger and William B. Sawch,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents of any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

 Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/   Tony L. White                       Chairman of the Board,        October  24, 1997
Tony L. White                             President and Chief
                                          Executive Officer
                                          (Principal Executive Officer)
-7-
/s/   Dennis L. Winger                    Senior Vice President,        October  24, 1997
Dennis L. Winger                          Chief Financial Officer
                                          and Treasurer (Principal
                                          Financial Officer)

/s/   Ugo D. DeBlasi                      Corporate Controller          October  24, 1997
Ugo D. DeBlasi                            (Principal Accounting
                                          Officer)

/s/   Joseph F. Abely, Jr.                Director                      October  24, 1997
Joseph F. Abely, Jr.

/s/   Richard H. Ayers                    Director                      October  24, 1997
Richard H. Ayers

/s/   Jean-Luc Belingard                  Director                      October  24, 1997
Jean-Luc Belingard

/s/   Robert H. Hayes                     Director                      October  24, 1997
Robert H. Hayes

/s/   Georges C. St. Laurent, Jr.         Director                      October  24, 1997
Georges C. St. Laurent, Jr.

/s/   Carolyn W. Slayman                  Director                      October  24, 1997
Carolyn W. Slayman

/s/   Orin R. Smith                       Director                      October  24, 1997
Orin R. Smith
-8-
EXHIBIT INDEX

Exhibit No.                           Exhibit

     5                Opinion of William B. Sawch, Esq.

    23(1)             Consent of Price Waterhouse

    99                The Perkin-Elmer Corporation 1997
                       Stock Incentive Plan