Registration No. 33-

               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
                1996 EMPLOYEE STOCK PURCHASE PLAN
                    (Full Title of the Plan)


                        WILLIAM B. SAWCH
          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
Title of Securities to              Maximum    Maximum    Amount of
     be Registered       Amount     Offering   Aggregate  Registration
                         to be      Price Per  Offering   Fee
                         Registered Share (1)  Price (1)


Common Stock, $1.00 Par  600,000     $53.75   $32,250,000  $9,772.73
       Value (2)

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 29, 1996.  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, 1996.

           (2)   The  description of the Company's  Common  Stock
contained  in the Company's Registration Statement  on  Form  10-
12B/A  dated October 27, 1993, including any amendment or  report
filed for the purpose of updating such description.

      All  documents  filed by the Company  with  the  Commission
pursuant  to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (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 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.

                            -1-

<PAGE>


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 1996
Employee Stock Purchase Plan have been passed upon by William B.
Sawch, 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.

     Article Twelfth of the Restated Certificate of Incorporation
of the Company states:

          TWELFTH:  No director of the Corporation shall  be
     personally   liable   to   the   Corporation   or   its
     shareholders for damages for any breach of  duty  as  a
     director  unless  the  elimination  or  limitation   of
     liability  is  expressly prohibited  by  the  New  York
     Business Corporation Law as currently in effect  or  as
     it  may  be  amended.  No amendment,  modification,  or
     repeal of this Article shall adversely affect any right
     or  protection of any director that exists at the  time
     of such change.

      Article  52  of the By-laws of the Company, as amended  and
restated, states:

          Indemnification.   Except to the extent  expressly
     prohibited  by  the New York Business Corporation  Law,
     the  Corporation 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 Corporation, or  serves  or
     served  at  the  request of the Corporation  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 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


                            -2-

<PAGE>

     unless the Corporation has given  its  prior
     consent  to  such settlement or other disposition.   In
     this  by-law,  reference  to an  action  or  proceeding
     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 Corporation or any other
     corporation or enterprise which the director or officer
     of the corporation serves at the Corporation's request.

          The   Corporation   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 Corporation  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   Corporation  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 this by-law.

          Nothing herein shall limit or affect any right  of
     any  person otherwise than hereunder to indemnification
     or  expenses,  including  attorneys'  fees,  under  any
     statute, rule, regulation certificate of incorporation,
     by-law, insurance policy, contract or otherwise.

          Anything   in   these  by-laws  to  the   contrary
     notwithstanding, no elimination of this by-law, and  no
     amendment of this by-law adversely affecting the  right
     of  any  person  to indemnification or  advancement  of
     expenses  hereunder shall be effective until  the  60th
     day following notice to such person of such action, and
     no  elimination  of or amendment to this  by-law  shall
     deprive  any  person  of his or  her  rights  hereunder
     arising  out of alleged or actual occurrences, acts  or
     failures to act prior to such 60th day.

          The  Corporation shall not, except by  elimination
     or amendment of this by-law in a manner consistent with
     the  preceding paragraph, take any corporate action  or
     enter  into any agreement which prohibits, or otherwise
     limits the rights of any person to, indemnification  in
     accordance  with  the provisions of this  by-law.   The
     indemnification of any person provided by  this  by-law
     shall  continue after such person has ceased  to  be  a
     director or officer of the Corporation and shall  inure
     to  the  benefit  of  such person's  heirs,  executors,
     administrators and legal representatives.


                            -3-

<PAGE>

          The   Corporation  is  authorized  to  enter  into
     agreements  with  any  of  its  directors  or  officers
     extending rights to indemnification and advancement  of
     expenses to such person to the fullest extent permitted
     by  applicable law, but the failure to enter  into  any
     such agreement shall not affect or limit the rights  of
     such person pursuant to this by-law, it being expressly
     recognized  hereby that all directors and  officers  of
     the  Corporation, by serving as such after the adoption
     hereof,  are  acting in reliance hereon  and  that  the
     Corporation is estopped to contend otherwise.

          In  case  any  provision in this by-law  shall  be
     determined  at  any  time to be  unenforceable  in  any
     respect, the other provisions shall not in any  way  be
     affected   or   impaired  thereby,  and  the   affected
     provision   shall   be  given  the   fullest   possible
     enforcement   in  the  circumstances,  it   being   the
     intention  of the Corporation to afford indemnification
     and  advancement  of  expenses  to  its  directors  and
     officers,  acting in such capacities or  in  the  other
     capacities  mentioned  herein, to  the  fullest  extent
     permitted by law.

          For purposes of this by-law, the Corporation shall
     be  deemed  to  have  requested a person  to  serve  an
     employee  benefit  plan where the performance  by  such
     person  of  his  or her duties to the Corporation  also
     imposes  duties on, or otherwise involves services  by,
     such   person   to   the   plan  or   participants   or
     beneficiaries of the plan, and excise taxes assessed on
     a  person  with  respect  to an employee  benefit  plan
     pursuant   to   applicable  law  shall  be   considered
     indemnifiable expenses.  For purposes of  this  by-law,
     the   term   "Corporation"  shall  include  any   legal
     successor to the Corporation, including any corporation
     which  acquires all or substantially all of the  assets
     of the Corporation in one or more transactions.

          A person who has been successful, on the merits or
     otherwise, in the defense of a civil or criminal action
     or  proceeding of the character described in the  first
     paragraph   of  this  by-law  shall  be   entitled   to
     indemnification   as  authorized  in  such   paragraph.
     Except as provided in the preceding sentence and unless
     ordered by a court, any indemnification under this  by-
     law  shall be made by the Corporation if, and only  if,
     authorized in the specific case:

     (1)  By  the  Board  of Directors acting  by  a  quorum
          consisting  of  directors who are not  parties  to
          such action or proceeding upon a finding that  the
          director, officer or employee has met the standard
          of  conduct  set forth in the first  paragraph  of
          this by-law, or

     (2)  If  such  a quorum is not obtainable or,  even  if
          obtainable, a quorum of disinterested directors so
          directs:


                            -4-

<PAGE>

          (a)  By the Board of Directors upon the opinion in
               writing  of  independent legal  counsel  that
               indemnification    is    proper    in     the
               circumstances because the standard of conduct
               set  forth in the first paragraph of this by-
               law,  has been met by such director,  officer
               or employee, or

          (b)  By  the shareholders upon a finding that  the
               director,  officer or employee  has  met  the
               applicable standard of conduct set  forth  in
               such paragraph.

          If  any action with respect to indemnification  of
     directors and officers is taken by way of amendment  of
     these   by-laws,   resolution  of  directors,   or   by
     agreement,  the Corporation shall, not later  than  the
     next   annual  meeting  of  shareholders,  unless  such
     meeting  is held within three months from the  date  of
     such  action  and, in any event, within fifteen  months
     from  the date of such action, mail to its shareholders
     of record at the time entitled to vote for the election
     of directors a statement specifying the action taken.

      Sections 721 through 726 of the Business Corporation Law of
the  State  of  New York permit indemnification of directors  and
officers pursuant to such By-law provision.  The statute  further
permits the Company to insure itself for such indemnification.

       The   Company   maintains  liability  and  indemnification
insurance  policies covering all officers and  directors  of  the
Company.


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 Corporation,  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)       -      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)).



                            -5-

<PAGE>

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

     Exhibit 23(1)     -      Consent of Price Waterhouse.

     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
                    1996 Employee Stock Purchase Plan.


Item 9.   Undertakings.

     (a)  The Company hereby undertakes:

     (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.  Notwithstanding the foregoing,  any
     increase or decrease in volume of securities offered (if the
     total  dollar value of securities offered would  not  exceed
     that which was registered) and any deviation from the low or
     high  end  of  the estimated maximum offering range  may  be
     reflected  in  the  form  of  prospectus  filed   with   the
     Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes  in  volume and price represent no more than  a  20%
     change in the maximum aggregate offering price set forth  in
     the "Calculation of Registration Fee" table in the effective
     registration statement;

          (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 registration statement is on Form S-3, Form S-8
or Form F-3 and 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;


                            -6-

<PAGE>

     (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 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.



                            -7-

<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  30  , 1996.

                              THE PERKIN-ELMER CORPORATION



                              By:/s/   William B. Sawch
                                    William B. Sawch
                                    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  Stephen
O.  Jaeger 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 30, 1996
Tony L. White                            President and Chief
                                         Executive Officer
                                         (Principal Executive Officer)

</TABLE>

                             -8-

<PAGE>

<TABLE>
<S>                                     <C>                             <C>
/s/  Stephen O. Jaeger                   Vice    President,              October 30, 1996
Stephen O. Jaeger                        Chief Financial Officer
                                         and Treasurer (Principal
                                         Financial Officer)


/s/ John B. McBennett                    Corporate Controller            October 30, 1996
John B. McBennett                        (Principal Accounting
                                         Officer)


/s/ Joseph F. Abely,Jr.                  Director                        October 30, 1996
Joseph F. Abely, Jr.


/s/ Richard H. Ayers                     Director                        October 30, 1996
Richard H. Ayers


/s/ Jean-Luc Belingard                   Director                        October 30, 1996
Jean-Luc Belingard


/s/ Robert H. Hayes                      Director                        October 30, 1996
Robert H. Hayes


/s/ Donald R. Melville                   Director                        October 30, 1996
Donald R. Melville


/s/ Burnell R. Roberts                   Director                        October 30, 1996
Burnell R. Roberts


/s/ Georges C. St. Laurent, Jr.          Director                        October 30, 1996
Georges C. St. Laurent, Jr.


/s/ Carolyn W. Slayman                   Director                        October 30, 1996
Carolyn W. Slayman


/s/ Orin R. Smith                        Director                        October 30, 1996
Orin R. Smith


/s/ Richard F. Tucker                    Director                        October 30, 1996
Richard F. Tucker

</TABLE>
                             -9-

<PAGE>
                              EXHIBIT INDEX


Exhibit No.                       Exhibit


     5                Opinion of William B. Sawch, Esq.

    23(1)             Consent of Price Waterhouse

    99                The Perkin-Elmer Corporation 1996
                       Employee Stock Purchase Plan
[{"type": "S-8", "sequence": "1", "description": "1996 STOCK PURCHASE PLAN", "secsgml_size_bytes": 27296}]
{"company-data": {"conformed-name": "PERKIN ELMER CORP", "cik": "0000077551", "assigned-sic": "3826", "irs-number": "060490270", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15259", "film-number": "96651485"}, "business-address": {"street1": "761 MAIN AVE", "city": "NORWALK", "state": "CT", "zip": "06859-0001", "phone": "2037621000"}, "mail-address": {"street1": "761 MAIN AVENUE", "city": "NORWALK", "state": "CT", "zip": "06859-0001"}}
Registration No. 33-

               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
                1996 EMPLOYEE STOCK PURCHASE PLAN
                    (Full Title of the Plan)

                        WILLIAM B. SAWCH
          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
Title of Securities to              Maximum    Maximum    Amount of
     be Registered       Amount     Offering   Aggregate  Registration
                         to be      Price Per  Offering   Fee
                         Registered Share (1)  Price (1)

Common Stock, $1.00 Par  600,000     $53.75   $32,250,000  $9,772.73
       Value (2)

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 29, 1996.  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, 1996.

           (2)   The  description of the Company's  Common  Stock
contained  in the Company's Registration Statement  on  Form  10-
12B/A  dated October 27, 1993, including any amendment or  report
filed for the purpose of updating such description.

      All  documents  filed by the Company  with  the  Commission
pursuant  to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (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 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.

                            -1-
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 1996
Employee Stock Purchase Plan have been passed upon by William B.
Sawch, 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.

     Article Twelfth of the Restated Certificate of Incorporation
of the Company states:

          TWELFTH:  No director of the Corporation shall  be
     personally   liable   to   the   Corporation   or   its
     shareholders for damages for any breach of  duty  as  a
     director  unless  the  elimination  or  limitation   of
     liability  is  expressly prohibited  by  the  New  York
     Business Corporation Law as currently in effect  or  as
     it  may  be  amended.  No amendment,  modification,  or
     repeal of this Article shall adversely affect any right
     or  protection of any director that exists at the  time
     of such change.

      Article  52  of the By-laws of the Company, as amended  and
restated, states:

          Indemnification.   Except to the extent  expressly
     prohibited  by  the New York Business Corporation  Law,
     the  Corporation 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 Corporation, or  serves  or
     served  at  the  request of the Corporation  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 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

                            -2-
unless the Corporation has given  its  prior
     consent  to  such settlement or other disposition.   In
     this  by-law,  reference  to an  action  or  proceeding
     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 Corporation or any other
     corporation or enterprise which the director or officer
     of the corporation serves at the Corporation's request.

          The   Corporation   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 Corporation  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   Corporation  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 this by-law.

          Nothing herein shall limit or affect any right  of
     any  person otherwise than hereunder to indemnification
     or  expenses,  including  attorneys'  fees,  under  any
     statute, rule, regulation certificate of incorporation,
     by-law, insurance policy, contract or otherwise.

          Anything   in   these  by-laws  to  the   contrary
     notwithstanding, no elimination of this by-law, and  no
     amendment of this by-law adversely affecting the  right
     of  any  person  to indemnification or  advancement  of
     expenses  hereunder shall be effective until  the  60th
     day following notice to such person of such action, and
     no  elimination  of or amendment to this  by-law  shall
     deprive  any  person  of his or  her  rights  hereunder
     arising  out of alleged or actual occurrences, acts  or
     failures to act prior to such 60th day.

          The  Corporation shall not, except by  elimination
     or amendment of this by-law in a manner consistent with
     the  preceding paragraph, take any corporate action  or
     enter  into any agreement which prohibits, or otherwise
     limits the rights of any person to, indemnification  in
     accordance  with  the provisions of this  by-law.   The
     indemnification of any person provided by  this  by-law
     shall  continue after such person has ceased  to  be  a
     director or officer of the Corporation and shall  inure
     to  the  benefit  of  such person's  heirs,  executors,
     administrators and legal representatives.

                            -3-
The   Corporation  is  authorized  to  enter  into
     agreements  with  any  of  its  directors  or  officers
     extending rights to indemnification and advancement  of
     expenses to such person to the fullest extent permitted
     by  applicable law, but the failure to enter  into  any
     such agreement shall not affect or limit the rights  of
     such person pursuant to this by-law, it being expressly
     recognized  hereby that all directors and  officers  of
     the  Corporation, by serving as such after the adoption
     hereof,  are  acting in reliance hereon  and  that  the
     Corporation is estopped to contend otherwise.

          In  case  any  provision in this by-law  shall  be
     determined  at  any  time to be  unenforceable  in  any
     respect, the other provisions shall not in any  way  be
     affected   or   impaired  thereby,  and  the   affected
     provision   shall   be  given  the   fullest   possible
     enforcement   in  the  circumstances,  it   being   the
     intention  of the Corporation to afford indemnification
     and  advancement  of  expenses  to  its  directors  and
     officers,  acting in such capacities or  in  the  other
     capacities  mentioned  herein, to  the  fullest  extent
     permitted by law.

          For purposes of this by-law, the Corporation shall
     be  deemed  to  have  requested a person  to  serve  an
     employee  benefit  plan where the performance  by  such
     person  of  his  or her duties to the Corporation  also
     imposes  duties on, or otherwise involves services  by,
     such   person   to   the   plan  or   participants   or
     beneficiaries of the plan, and excise taxes assessed on
     a  person  with  respect  to an employee  benefit  plan
     pursuant   to   applicable  law  shall  be   considered
     indemnifiable expenses.  For purposes of  this  by-law,
     the   term   "Corporation"  shall  include  any   legal
     successor to the Corporation, including any corporation
     which  acquires all or substantially all of the  assets
     of the Corporation in one or more transactions.

          A person who has been successful, on the merits or
     otherwise, in the defense of a civil or criminal action
     or  proceeding of the character described in the  first
     paragraph   of  this  by-law  shall  be   entitled   to
     indemnification   as  authorized  in  such   paragraph.
     Except as provided in the preceding sentence and unless
     ordered by a court, any indemnification under this  by-
     law  shall be made by the Corporation if, and only  if,
     authorized in the specific case:

     (1)  By  the  Board  of Directors acting  by  a  quorum
          consisting  of  directors who are not  parties  to
          such action or proceeding upon a finding that  the
          director, officer or employee has met the standard
          of  conduct  set forth in the first  paragraph  of
          this by-law, or

     (2)  If  such  a quorum is not obtainable or,  even  if
          obtainable, a quorum of disinterested directors so
          directs:

                            -4-
(a)  By the Board of Directors upon the opinion in
               writing  of  independent legal  counsel  that
               indemnification    is    proper    in     the
               circumstances because the standard of conduct
               set  forth in the first paragraph of this by-
               law,  has been met by such director,  officer
               or employee, or

          (b)  By  the shareholders upon a finding that  the
               director,  officer or employee  has  met  the
               applicable standard of conduct set  forth  in
               such paragraph.

          If  any action with respect to indemnification  of
     directors and officers is taken by way of amendment  of
     these   by-laws,   resolution  of  directors,   or   by
     agreement,  the Corporation shall, not later  than  the
     next   annual  meeting  of  shareholders,  unless  such
     meeting  is held within three months from the  date  of
     such  action  and, in any event, within fifteen  months
     from  the date of such action, mail to its shareholders
     of record at the time entitled to vote for the election
     of directors a statement specifying the action taken.

      Sections 721 through 726 of the Business Corporation Law of
the  State  of  New York permit indemnification of directors  and
officers pursuant to such By-law provision.  The statute  further
permits the Company to insure itself for such indemnification.

       The   Company   maintains  liability  and  indemnification
insurance  policies covering all officers and  directors  of  the
Company.

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 Corporation,  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)       -      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)).

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

     Exhibit 23(1)     -      Consent of Price Waterhouse.

     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
                    1996 Employee Stock Purchase Plan.

Item 9.   Undertakings.

     (a)  The Company hereby undertakes:

     (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.  Notwithstanding the foregoing,  any
     increase or decrease in volume of securities offered (if the
     total  dollar value of securities offered would  not  exceed
     that which was registered) and any deviation from the low or
     high  end  of  the estimated maximum offering range  may  be
     reflected  in  the  form  of  prospectus  filed   with   the
     Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes  in  volume and price represent no more than  a  20%
     change in the maximum aggregate offering price set forth  in
     the "Calculation of Registration Fee" table in the effective
     registration statement;

          (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 registration statement is on Form S-3, Form S-8
or Form F-3 and 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;

                            -6-
(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 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.

                            -7-
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  30  , 1996.

                              THE PERKIN-ELMER CORPORATION

                              By:/s/   William B. Sawch
                                    William B. Sawch
                                    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  Stephen
O.  Jaeger 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 30, 1996
Tony L. White                            President and Chief
                                         Executive Officer
                                         (Principal Executive Officer)
-8-
/s/  Stephen O. Jaeger                   Vice    President,              October 30, 1996
Stephen O. Jaeger                        Chief Financial Officer
                                         and Treasurer (Principal
                                         Financial Officer)

/s/ John B. McBennett                    Corporate Controller            October 30, 1996
John B. McBennett                        (Principal Accounting
                                         Officer)

/s/ Joseph F. Abely,Jr.                  Director                        October 30, 1996
Joseph F. Abely, Jr.

/s/ Richard H. Ayers                     Director                        October 30, 1996
Richard H. Ayers

/s/ Jean-Luc Belingard                   Director                        October 30, 1996
Jean-Luc Belingard

/s/ Robert H. Hayes                      Director                        October 30, 1996
Robert H. Hayes

/s/ Donald R. Melville                   Director                        October 30, 1996
Donald R. Melville

/s/ Burnell R. Roberts                   Director                        October 30, 1996
Burnell R. Roberts

/s/ Georges C. St. Laurent, Jr.          Director                        October 30, 1996
Georges C. St. Laurent, Jr.

/s/ Carolyn W. Slayman                   Director                        October 30, 1996
Carolyn W. Slayman

/s/ Orin R. Smith                        Director                        October 30, 1996
Orin R. Smith

/s/ Richard F. Tucker                    Director                        October 30, 1996
Richard F. Tucker
-9-
EXHIBIT INDEX

Exhibit No.                       Exhibit

     5                Opinion of William B. Sawch, Esq.

    23(1)             Consent of Price Waterhouse

    99                The Perkin-Elmer Corporation 1996
                       Employee Stock Purchase Plan