As filed with the Securities and Exchange Commission on July 27, 1994
                                                 SEC File No. 1-5075
                                                 Registration No. 

   __________________________________________________________________________
   __________________________________________________________________________

        S E C U R I T I E S  A N D  E X C H A N G E  C O M M I S S I O N

                                 F O R M  S - 8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  EG&G, INC.                                 
                 (Exact name of issuer as specified in its charter)

          MASSACHUSETTS                                    04-2052042        
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    Identification No.)

   45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS                02181          
   (Address of Principal Executive Offices)                  (zip code)


                       EG&G, INC. 1992 STOCK OPTION PLAN
                            (Full Title of the plan)


                MURRAY GROSS, ESQ., GENERAL COUNSEL, EG&G, INC.
               45 William Street, Wellesley, Massachusetts 02181
                              (617) 237-5100                                 
           (Name, address and telephone number of agent for service)
                              ____________________








<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE               

                                  Proposed        Proposed
    Title of                      Maximum         Maximum
   Securities       Amount (2)    Offering        Aggregate       Amount of
     to be           to be          Price         Offering       Registration
   Registered      Registered    Per Share (1)    Price (1)          Fee     
  <S>             <C>           <C>              <C>            <C>
   Common Stock    847,542       $15.1875         $12,872,044    $4,438.28
   $1 par value    shares                                                    
<FN>
   (1)  Estimated solely for the purpose of calculating the registration fee.
   This estimated fee is based on the average of the high ($15.25) and low 
   ($15.125)  prices paid for a share of EG&G,  Inc. Common Stock on July 22,
   1994,  as reported on the  New York Stock  Exchange Composite Transactions
   Tape.

   (2) The prospectus covering  securities registered under this Registration
   Statement relates  also to Registration Statements  Nos. 2-61241, 2-98168,
   33-36082,  33-49898, and  35-57606  and  is  intended  to  be  the  common
   prospectus referred  to in Rule 429  under the Securities Act  of 1933 for
   such Registration Statements.
</TABLE>
                        This Document contains 14 pages. <PAGE>
 





                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.   Incorporation of Documents by Reference

         The following documents,  which are on file with  the Securities
    and  Exchange  Commission,  are  incorporated  in  this  Registration
    Statement by reference:

         a.   EG&G, Inc.'s  ("EG&G", the  "Company" or  the "Registrant")
    latest annual report filed pursuant to Section 13 (a) or 15(d) of the
    Securities  Exchange Act of 1934  (the "Exchange Act")  or the latest
    prospectus filed pursuant  to Rule 424(b)  under the Securities  Act,
    that contains  audited financial statements for  the Company's latest
    fiscal  year  for  which such  statements  have  been  filed, or  the
    Company's  effective registration  statement  on Form  10 and  10-SB,
    20-F,  or  40-F  filed  under the  Exchange  Act  containing  audited
    financial statements for the Company's latest fiscal year.

         b.   All other  reports filed by the Company pursuant to Section
    13 (a) or 15(d) of the Exchange Act since  the end of the fiscal year
    covered by the documents referred to in (a) above.

         c.   The Company's  definitive  proxy statement  or  information
    statement,  if any, filed pursuant to Section  14 of the Exchange Act
    in connection with the latest annual meeting of its stockholders, and
    any definitive proxy or information statements so filed in connection
    with any subsequent special meetings of its stockholders.

         d.   The description of the  Company's Common Stock is contained
    in Form 10, dated April 29, 1965, as amended by Form 8, dated June 5,
    1990, and including any amendment or report  filed for the purpose of
    updating such description.

         All  reports  and  other  documents subsequently  filed  by  the
    Company  pursuant to  Sections  13(a), 13(c),  14  and 15(d)  of  the
    Exchange Act, prior to the filing of a post-effective amendment which
    indicates  that all securities offered hereby have been sold or which
    deregisters all  securities remaining unsold,  shall be deemed  to be
    incorporated by  reference herein and  to be a  part hereof from  the
    date of the filing of such reports and documents.

    Item 4.   DESCRIPTION OF SECURITIES

         Not Applicable.






   Exhibit Index - P. 5
   S-8 Page 2 of 14
<PAGE>






    Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Accountants  - The  financial  statements  incorporated in  this
    Registration  Statement  by reference  to the  EG&G Annual  Report to
    Stockholders  on Form 10-K  for the year ended  January 2, 1994, have
    been so  incorporated in reliance on the  report of Arthur Andersen &
    Co.,  independent accountants, given on the authority of said firm as
    experts in auditing and accounting.

         Legal Opinion - The validity of the shares of Common Stock to be
    offered hereunder has been passed upon for EG&G by Murray Gross, Vice
    President, General Counsel and Clerk of the Company.

    Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 67, Chapter 156B of the General Laws of the Commonwealth
    of   Massachusetts,   as   amended,  (the   "Massachusetts   Business
    Corporation Law") and Article V, Section 9 of EG&G's By-Laws filed on
    April 9, 1991 as an amendment to the Company's Annual  Report on Form
    10-K for the fiscal year ending December 30, 1990, under the Exchange
    Act,  to   which  reference   is  hereby  made,   contain  provisions
    authorizing indemnification by EG&G of directors, officers, employees
    or agents  against certain liabilities  and expenses  which they  may
    incur  as  directors, officers,  employees or  agents  of EG&G  or of
    certain  other   entities.     Section  67,   Chapter  156B  of   the
    Massachusetts   Business   Corporation    Law   provides   that   the
    indemnification of directors, officers,  employees, and other  agents
    of a corporation and  persons who serve at the  corporation's request
    as  directors,  officers,  employees,  and other  agents  of  another
    organization may be provided to whatever extent as shall be specified
    by (i)  the articles  of organization  of the  corporation or  (ii) a
    by-law adopted by  the stockholders or  (iii) a  vote adopted by  the
    holders of a majority of the shares of  stock entitled to vote on the
    election  of directors.  Unless otherwise provided in the articles of
    organization  or  the by-laws,  the  indemnification  of any  persons
    described  above  who are  not directors  of  the corporation  may be
    provided  by  the  corporation  to  the  extent  authorized  by   the
    directors.     Any  indemnification   may  include  payment   by  the
    corporation of  expenses incurred  in defending  a civil  or criminal
    action or proceeding prior to the final disposition of such action or
    proceeding,  upon receipt  of  an undertaking  by the  indemnified to
    repay such payment if he  shall be adjudicated to be not  entitled to
    indemnification  under  Section  67  of  the  Massachusetts  Business
    Corporation Law.   Any indemnification  may be provided  although the
    person  to be indemnified is no longer an officer, director, employee
    or   agent  of   the  corporation  or   of  any   such  organization.
    Indemnification  may not be provided  for any person  with respect to
    any matter  as to which that person shall have been determined to not
    have acted in good faith in the reasonable belief that his action was
    in the best interest of the corporation.  

   Exhibit Index - P. 5
   S-8 Page 3 of 14
<PAGE>






         Section  65  of  the   Massachusetts  Business  Corporation  Law
    provides a  limitation on  the imposition  of  liability under  other
    sections of the  Massachusetts Business Corporation Law.   Under this
    Section, a director, officer  or incorporator of a corporation  is to
    perform his  duties  in good  faith  and in  a manner  he  reasonably
    believes to  be in the best interest of the corporation and with such
    care as  an ordinarily prudent  person in a  like position would  use
    under similar circumstances.   Such director, officer or incorporator
    is  entitled to rely  on information,  opinions, reports  or records,
    including financial statements, books of accounts and other financial
    records  which are  prepared  by or  presented  by  (1) one  or  more
    officers or employees  of the corporation whom  the director, officer
    or incorporator reasonably believes  to be reliable and  competent in
    the matters  presented, or (2)  counsel, public accountants  or other
    persons as  to matters  which the director,  officer or  incorporator
    reasonably believes to  be within such a person's professional expert
    competence,  or (3)  in the case  of a  director, a  duly constituted
    committee of  the board upon which  he does not serve,  as to matters
    within  its  delegated   authority,  which  committee  the   director
    reasonably believes to merit  confidence.  If a director,  officer or
    incorporator  performs his  duties in  the manner  that is  set forth
    above,  that fact shall be an  absolute defense to any claim asserted
    against him except as expressly provided by statute.

         Section   13  of  the  Massachusetts  Business  Corporation  Law
    provides  that the  articles  of organization  of  a corporation  may
    contain a provision eliminating or limiting the personal liability of
    a  director to  the  corporation  or  its stockholders  for  monetary
    damages  for breach of a fiduciary duty as a director notwithstanding
    any provision of law imposing such liability; provided, however, that
    such  provision shall  not  eliminate or  limit  the liability  of  a
    director (i) for any breach of  the director's duty of loyalty to the
    corporation  or its stockholders, (ii)  for acts or  omissions not in
    good  faith  or which  involve  intentional misconduct  or  a knowing
    violation of  law (iii) under Section  61 or 62  of the Massachusetts
    Business Corporation  Law  or (iv)  any  transaction from  which  the
    director  derived an improper personal  benefit.  Article  Six of the
    Restated  Articles  of  Organization  of the  Registrant  contains  a
    provision consistent  with Section  13 of the  Massachusetts Business
    Corporation  Law and provides that to the fullest extent permitted by
    the  Massachusetts  Business  Corporation  Law,  a  director  of  the
    Registrant  shall not be personally  liable to the  Registrant or its
    stockholders for monetary damages  for breach of fiduciary duty  as a
    director  notwithstanding   any  provision  of   laws  imposing  such
    liability.

         Section 9 of Article V of the By-laws of the Registrant contains
    provisions relating to the  indemnification of directors and officers
    of  the corporation  which  are consistent  with  Section 67  of  the
    Massachusetts Business Corporation Law.  The By-laws provide  that no

   Exhibit Index - P. 5
   S-8 Page 4 of 14
<PAGE>






    indemnification will be provided  for any person with respect  to any
    matter as to which such person shall have been determined not to have
    acted in good faith in  the reasonable belief that his action  was in
    the best interest  of the corporation;  nor shall indemnification  be
    provided  where the  corporation  is required  or  has undertaken  to
    submit to  a court the question of  whether or not indemnification by
    it is against public  policy and it has been  finally determined that
    such  indemnification is  against  public  policy; provided,  however
    that,  prior  to  such   final  determination,  the  corporation  may
    compromise  and settle any such  claims and liabilities  and pay such
    expenses,  if such  settlement or  payment, or  both, appears  in the
    judgment of a majority of those members of the board of directors who
    are  not directly  involved  in  such matters,  to  be for  the  best
    interest  of the  corporation as  evidenced by  a resolution  to that
    effect  adopted after receipt by the corporation of a written opinion
    of counsel for the  corporation that, based upon the  facts available
    to such  counsel such  person has  not acted in  a manner  that would
    prohibit indemnification.

         Section 67  of the  Massachusetts Business Corporation  Law also
    contains provisions authorizing a  corporation to obtain insurance on
    behalf of any director, officer, employee or agent of the corporation
    against liabilities,  whether or not  the corporation would  have the
    power  to  indemnify  against   such  liabilities.    The  Registrant
    maintains  directors and officers liability and company reimbursement
    liability insurance.  Subject  to certain deductibles, such insurance
    will pay up to $50,000,000 per year on claims or errors and omissions
    against the  Registrant's directors  and officers and  will reimburse
    the Registrant for amounts  paid to indemnify directors and  officers
    against  the  costs  of  such claims  pursuant  to  the  Registrant's
    By-Laws.


    Item 7.   EXEMPTION FROM REGISTRATION CLAIMED 

              Not Applicable

    Item 8.   EXHIBITS 

               The following exhibits are filed  herewith or incorporated
    herein by reference:

                                                                 SEQUENTIALLY
    EXHIBIT                                                        NUMBERED
    NUMBER           EXHIBIT                                        PAGE    

    4. (i)         EG&G's Restated Articles of Organization,
                   as of February 19, 1988, were filed on 
                   July 16, 1992 as an exhibit to EG&G's 
                   Form 8 amending EG&G's Annual Report on 

   Exhibit Index - P. 5
   S-8 Page 5 of 14
<PAGE>






                   Form 10-K for the fiscal year ended 
                   December 29, 1991 and are herein in-
                   corporated by reference                           N/A

       (ii)        EG&G's By-Laws as amended on January 
                   22, 1992 were filed as an exhibit to 
                   EG&G's Annual Report on Form 10-K for 
                   the fiscal year ended December 29, 
                   1991 and are herein incorporated by 
                   reference                                         N/A

        (iii)      The form of certificate used to evidence
                   ownership of EG&G Common Stock, $1 par
                   value, was filed as Exhibit 4(a) to EG&G's
                   Registration Statement on Form S-3, 
                   File No. 2-69642 and is herein incor-
                   porated by reference                              N/A

       (iv)        The Rights Agreement dated as of 
                   January 28, 1987 between EG&G, Inc.
                   and The First National Bank of Boston
                   was filed as Exhibit 1 to the Company's
                   Form 8-K dated February 3, 1987 and
                   is herein incorporated by reference               N/A

         (v)       The EG&G, Inc. 1992 Stock Option Plan             N/A
                   was filed as Exhibit 4(v) to EG&G's
                   Registration Statement on Form S-8,
                   File No. 33-49898 and is herein
                   incorporated by reference

         (vi)      The EG&G, Inc. 1982 Incentive Stock               N/A
                   Option Plan, as amended and restated
                   as of April 24, 1990, was filed as
                   Exhibit 4(v) to EG&G's Registration
                   Statement on Form S-8, File No. 33-
                   36082 and is herein incorporated
                   by reference

         (vii)     The EG&G, Inc. 1978 Non-Qualified                 N/A
                   Stock Option Plan, as amended through
                   January 26, 1988, was filed as Exhibit
                   4(vii) to EG&G's Registration Statement
                   on Form S-8, File No. 33-36082 and is
                   herein incorporated by reference

    5.             Opinion of Murray Gross, Esquire,
                   Vice President, General Counsel and
                   Clerk to EG&G, Inc.                               12


   Exhibit Index - P. 5
   S-8 Page 6 of 14
<PAGE>






    23.            Consent of Experts and Counsel

                   (i)  Consent of Arthur Andersen & Co.             14

                   (ii) Consent of Murray Gross, Esquire,            N/A
                        is contained in his Opinion filed
                        as Exhibit 5

    24.            Power of Attorney                                  9

    Item 9.        UNDERTAKINGS

          EG&G hereby undertakes:

          (1)   To file during any period in which offers or sales are being
    made, post-effective amendment(s) to this Registration Statement;

          (i)   To  include  any  prospectus  required   by  Section
    10(a)(3) of the Securities Act;

          (ii)  To  reflect in  the prospectus  any facts  or events
    arising after the  effective date of  the Registration Statement  (or
    the most recent post-effective amendment thereof) which, individually
    or  in  the   aggregate,  represent  a  fundamental  change   in  the
    information set forth in the Registration Statement;

          (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 (1)(i) and  (1)(ii) do
    not apply if the Registration  Statement is on Form S-3 or  Form S-8,
    and  the  information required  to  be included  in  a post-effective
    amendment by those paragraphs is  contained in periodic reports filed
    by the  Registrant pursuant  to Section  13 or  Section 15(d) of  the
    Exchange Act  that are incorporated by reference  in the Registration
    Statement.

         (2)  That, for  the purpose  of determining any  liability under
    the  Securities  Act, each  such  post-effective  amendment shall  be
    deemed  to be a new registration statement relating to the securities
    offered  therein and  the offering  of such  securities at  that time
    shall be deemed to be the initial bona fide offering thereof.

         (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 Plan.



   Exhibit Index - P. 5
   S-8 Page 7 of 14
<PAGE>






         (4)  That, for  purposes of determining any  liability under the
    Securities  Act,  each  filing  of  the  Registrant's  annual  report
    pursuant  to Section 13(a) or Section 15(d)  of the Exchange 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.

         (5)  Insofar  as indemnification  for liabilities  arising under
    the  Securities Act of 1933  may be permitted  to directors, officers
    and controlling persons of  the Registrant pursuant to the  foregoing
    provisions, or otherwise, the Registrant has been advised that in the
    opinion   of    the   Securities   and   Exchange   Commission   such
    indemnification  is against public policy as expressed in the Act and
    is,  therefore, unenforceable.    In  the  event  that  a  claim  for
    indemnification against  such liabilities (other than  the payment by
    the Registrant of expenses incurred or paid by a director, officer or
    controlling person of the Registrant in the successful defense of any
    action,  suit or proceeding) is asserted by such director, officer or
    controlling   person  in   connection  with   the   securities  being
    registered, the Registrant will, unless in the opinion of its counsel
    the matter has  been settled  by controlling precedent,  submit to  a
    court  of   appropriate  jurisdiction  the   question  whether   such
    indemnification  by it is against  public policy as  expressed in the
    Act and will be governed by a final adjudication of such issue.

                                      
                                  SIGNATURES

              Pursuant  to the  requirements of  the Securities  Act, EG&G
    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  Town of Wellesley, Commonwealth of
    Massachusetts, on the 27th day of July, 1994.


                                       EG&G, Inc.


                                       By:/s/ John M. Kucharski
                                          --------------------------
                                       John M. Kucharski, Chairman of
                                       the Board, Chief Executive
                                         Officer and President






   Exhibit Index - P. 5
   S-8 Page 8 of 14 <PAGE>
 





                               POWER OF ATTORNEY

              We, the  undersigned officers  and directors of  EG&G, Inc.,
    hereby severally constitute  John M. Kucharski  and Murray Gross,  and
    each of them singly, our true  and lawful attorneys with full power to
    them, and each of them singly, to sign for us and in our names, in the
    capacities indicated below, the Registration Statement  filed herewith
    and any amendments to said Registration Statement, and generally to do
    all such things in our  name and behalf in our capacities  as officers
    and directors to  enable EG&G, Inc. to  comply with the provisions  of
    the Securities  Act of 1933  as amended, and  all requirements  of the
    Securities and Exchange  Commission, hereby  ratifying and  confirming
    our signatures as they may be signed by our said attorneys, or  any of
    them, to  said  Registration  Statement  and any  and  all  amendments
    thereto.

         Witness our hands and common seals on the date set forth below.

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



         Signature                     Title                 Date

    (i)    Principal Executive Officer 

         /s/ John M. Kucharski
         _____________________        Chairman of the        July 27, 1994
         John M. Kucharski            Board, Chief 
                                      Executive Officer,
                                      and President


    (ii)   Principal Financial Officer

         /s/ Thomas J. Sauser
         _____________________        Senior Vice President  July 27, 1994
         Thomas J. Sauser             and Chief Financial
                                      Officer


    (iii)  Principal Accounting Officer

         /s/ John F. Alexander II
         _________________            Corporate Controller   July 27, 1994
         John F. Alexander, II              
              


   Exhibit Index - P. 5
   S-8 Page 9 of 14 <PAGE>
 





    (iv)   A majority of the Board of
           Directors

    /s/ John M. Kucharski
    _____________________             Director               July 27, 1994
    John M. Kucharski


    /s/ Samuel Rubinovitz
    _____________________             Director               July 27, 1994
    Samuel Rubinovitz


    /s/ Robert F. Goldhammer
    _____________________             Director               July 27, 1994
    Robert F. Goldhammer


    /s/ John B. Gray
    _____________________             Director               July 27, 1994
    John B. Gray


    /s/ William F. Pounds
    _____________________             Director               July 27, 1994
    William F. Pounds


    /s/ Dean W. Freed
    _____________________             Director               July 27, 1994
    Dean W. Freed


    /s/ Kent F. Hansen
    _____________________             Director               July 27, 1994
    Kent F. Hansen


    /s/ Joseph F. Turley
    _____________________             Director               July 27, 1994
    Joseph F. Turley


    /s/ G. Robert Tod
    _____________________             Director               July 27, 1994
    G. Robert Tod





   Exhibit Index - P. 5
   S-8 Page 10 of 14
<PAGE>





    /s/ John Larkin Thompson
    _____________________             Director               July 27, 1994
     
    John Larkin Thompson


    /s/ Greta E. Marshall
    _____________________             Director               July 27, 1994
    Greta E. Marshall











































   Exhibit Index - P. 5
   S-8 Page 11 of 14
<PAGE>














                                   EXHIBIT V




                                      July 27, 1994


    EG&G, Inc.
    45 William Street
    Wellesley, Massachusetts   02181

    Gentlemen:

         I  have been requested  to furnish you  my opinion as  to certain
    matters in connection with  the filing of a Registration  Statement on
    Form  S-8 (the "Registration Statement"), which Registration Statement
    is to be filed with the Securities and Exchange Commission on or about
    July 27, 1994, relating to  the registration of 851,584 shares of  the
    Common  Stock, $1 Par Value,  of EG&G, Inc.  (the "Company"), issuable
    upon  the exercise of stock options granted and to be granted pursuant
    to the stock option plans described in the Registration Statement.

         I have been associated with the Company  for 23 years, and during
    that time I have served as an Attorney, Assistant General Counsel, and
    since  April  24, 1990,  as  General Counsel  of  EG&G, Inc.    I have
    examined  the Restated Articles of Organization of the Company and all
    amendments  thereto on  file in  the office  of the  Secretary  of the
    Commonwealth  of   Massachusetts,  all  resolutions   adopted  by  the
    directors and  stockholders of the  Company relating to  the aforesaid
    stock  option plans,  the aforesaid  Registration Statement  and stock
    option  plans, and  such other  documents as I  deem material  for the
    purposes of this opinion.

         Based upon the foregoing, I am of the following opinion:

         1.   The  Company  is  a  duly  organized  and  validly  existing
    corporation under  the laws of the Commonwealth  of Massachusetts with
    corporate powers adequate for the conduct of its business as presently
    conducted.



   Exhibit Index - P. 5
   S-8 Page 12 of 14
<PAGE>






    EG&G, Inc.
    July 27, 1994
    Page 2



         2.  The authorized capital stock of the Company consists of:  (a)
    1,000,000 shares of  Preferred Stock, $1 par value per share, of which
    no  shares are now outstanding,  and (b) 100,000,000  shares of Common
    Stock, $1 par value  per share of which 56,131,078 shares  were issued
    and outstanding on January 2, 1994.

         3.  The issuance of up to 4,237,142 shares of EG&G's Common Stock
    upon exercise of  options then  outstanding and options  which may  be
    granted  in the future under  the plans described  in the Registration
    Statement  has  been  duly authorized  by  the  Company.   The  shares
    issuable upon exercise  of said options,  when issued and paid  for in
    accordance with  the terms of  said options and  the plan pursuant  to
    which said options were or are to be granted, will  be validly issued,
    fully paid and non-assessable.

         I hereby  consent to the filing  of this opinion as  Exhibit 5 to
    the Registration Statement.

                                       Very truly yours,

                                       /s/ Murray Gross
                                       ___________________
                                       Murray Gross
                                       Vice President and
                                         General Counsel

    MG:lah


















   Exhibit Index - P. 5
   S-8 Page 13 of 14
<PAGE>







                                  EXHIBIT 23


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



              As independent public accountants, we hereby consent to
         the   incorporation  by   reference  in   this  registration

         statement,  to be  filed  with the  Securities and  Exchange
         Commission,  on or about July 27, 1994, of our reports dated

         January 24, 1994, included (or incorporated by reference) in
         EG&G,  Inc.'s Form 10-K for  the year ended  January 2, 1994

         and  to  all  references  to  our  Firm   included  in  this
         registration statement.




                                       /s/ Arthur Anderson & Co.
                                       _______________________
                                       ARTHUR ANDERSEN & CO.





         Boston, Massachusetts
         July 27, 1994     

















   Exhibit Index - P. 5
   S-8 Page 14 of 14
<PAGE>
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As filed with the Securities and Exchange Commission on July 27, 1994
                                                 SEC File No. 1-5075
                                                 Registration No. 

   __________________________________________________________________________
   __________________________________________________________________________

        S E C U R I T I E S  A N D  E X C H A N G E  C O M M I S S I O N

                                 F O R M  S - 8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  EG&G, INC.                                 
                 (Exact name of issuer as specified in its charter)

          MASSACHUSETTS                                    04-2052042        
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    Identification No.)

   45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS                02181          
   (Address of Principal Executive Offices)                  (zip code)

                       EG&G, INC. 1992 STOCK OPTION PLAN
                            (Full Title of the plan)

                MURRAY GROSS, ESQ., GENERAL COUNSEL, EG&G, INC.
               45 William Street, Wellesley, Massachusetts 02181
                              (617) 237-5100                                 
           (Name, address and telephone number of agent for service)
                              ____________________
CALCULATION OF REGISTRATION FEE               

                                  Proposed        Proposed
    Title of                      Maximum         Maximum
   Securities       Amount (2)    Offering        Aggregate       Amount of
     to be           to be          Price         Offering       Registration
   Registered      Registered    Per Share (1)    Price (1)          Fee
Common Stock    847,542       $15.1875         $12,872,044    $4,438.28
   $1 par value    shares
(1)  Estimated solely for the purpose of calculating the registration fee.
   This estimated fee is based on the average of the high ($15.25) and low 
   ($15.125)  prices paid for a share of EG&G,  Inc. Common Stock on July 22,
   1994,  as reported on the  New York Stock  Exchange Composite Transactions
   Tape.

   (2) The prospectus covering  securities registered under this Registration
   Statement relates  also to Registration Statements  Nos. 2-61241, 2-98168,
   33-36082,  33-49898, and  35-57606  and  is  intended  to  be  the  common
   prospectus referred  to in Rule 429  under the Securities Act  of 1933 for
   such Registration Statements.
This Document contains 14 pages.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.   Incorporation of Documents by Reference

         The following documents,  which are on file with  the Securities
    and  Exchange  Commission,  are  incorporated  in  this  Registration
    Statement by reference:

         a.   EG&G, Inc.'s  ("EG&G", the  "Company" or  the "Registrant")
    latest annual report filed pursuant to Section 13 (a) or 15(d) of the
    Securities  Exchange Act of 1934  (the "Exchange Act")  or the latest
    prospectus filed pursuant  to Rule 424(b)  under the Securities  Act,
    that contains  audited financial statements for  the Company's latest
    fiscal  year  for  which such  statements  have  been  filed, or  the
    Company's  effective registration  statement  on Form  10 and  10-SB,
    20-F,  or  40-F  filed  under the  Exchange  Act  containing  audited
    financial statements for the Company's latest fiscal year.

         b.   All other  reports filed by the Company pursuant to Section
    13 (a) or 15(d) of the Exchange Act since  the end of the fiscal year
    covered by the documents referred to in (a) above.

         c.   The Company's  definitive  proxy statement  or  information
    statement,  if any, filed pursuant to Section  14 of the Exchange Act
    in connection with the latest annual meeting of its stockholders, and
    any definitive proxy or information statements so filed in connection
    with any subsequent special meetings of its stockholders.

         d.   The description of the  Company's Common Stock is contained
    in Form 10, dated April 29, 1965, as amended by Form 8, dated June 5,
    1990, and including any amendment or report  filed for the purpose of
    updating such description.

         All  reports  and  other  documents subsequently  filed  by  the
    Company  pursuant to  Sections  13(a), 13(c),  14  and 15(d)  of  the
    Exchange Act, prior to the filing of a post-effective amendment which
    indicates  that all securities offered hereby have been sold or which
    deregisters all  securities remaining unsold,  shall be deemed  to be
    incorporated by  reference herein and  to be a  part hereof from  the
    date of the filing of such reports and documents.

    Item 4.   DESCRIPTION OF SECURITIES

         Not Applicable.

   Exhibit Index - P. 5
   S-8 Page 2 of 14
Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Accountants  - The  financial  statements  incorporated in  this
    Registration  Statement  by reference  to the  EG&G Annual  Report to
    Stockholders  on Form 10-K  for the year ended  January 2, 1994, have
    been so  incorporated in reliance on the  report of Arthur Andersen &
    Co.,  independent accountants, given on the authority of said firm as
    experts in auditing and accounting.

         Legal Opinion - The validity of the shares of Common Stock to be
    offered hereunder has been passed upon for EG&G by Murray Gross, Vice
    President, General Counsel and Clerk of the Company.

    Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 67, Chapter 156B of the General Laws of the Commonwealth
    of   Massachusetts,   as   amended,  (the   "Massachusetts   Business
    Corporation Law") and Article V, Section 9 of EG&G's By-Laws filed on
    April 9, 1991 as an amendment to the Company's Annual  Report on Form
    10-K for the fiscal year ending December 30, 1990, under the Exchange
    Act,  to   which  reference   is  hereby  made,   contain  provisions
    authorizing indemnification by EG&G of directors, officers, employees
    or agents  against certain liabilities  and expenses  which they  may
    incur  as  directors, officers,  employees or  agents  of EG&G  or of
    certain  other   entities.     Section  67,   Chapter  156B  of   the
    Massachusetts   Business   Corporation    Law   provides   that   the
    indemnification of directors, officers,  employees, and other  agents
    of a corporation and  persons who serve at the  corporation's request
    as  directors,  officers,  employees,  and other  agents  of  another
    organization may be provided to whatever extent as shall be specified
    by (i)  the articles  of organization  of the  corporation or  (ii) a
    by-law adopted by  the stockholders or  (iii) a  vote adopted by  the
    holders of a majority of the shares of  stock entitled to vote on the
    election  of directors.  Unless otherwise provided in the articles of
    organization  or  the by-laws,  the  indemnification  of any  persons
    described  above  who are  not directors  of  the corporation  may be
    provided  by  the  corporation  to  the  extent  authorized  by   the
    directors.     Any  indemnification   may  include  payment   by  the
    corporation of  expenses incurred  in defending  a civil  or criminal
    action or proceeding prior to the final disposition of such action or
    proceeding,  upon receipt  of  an undertaking  by the  indemnified to
    repay such payment if he  shall be adjudicated to be not  entitled to
    indemnification  under  Section  67  of  the  Massachusetts  Business
    Corporation Law.   Any indemnification  may be provided  although the
    person  to be indemnified is no longer an officer, director, employee
    or   agent  of   the  corporation  or   of  any   such  organization.
    Indemnification  may not be provided  for any person  with respect to
    any matter  as to which that person shall have been determined to not
    have acted in good faith in the reasonable belief that his action was
    in the best interest of the corporation.  

   Exhibit Index - P. 5
   S-8 Page 3 of 14
Section  65  of  the   Massachusetts  Business  Corporation  Law
    provides a  limitation on  the imposition  of  liability under  other
    sections of the  Massachusetts Business Corporation Law.   Under this
    Section, a director, officer  or incorporator of a corporation  is to
    perform his  duties  in good  faith  and in  a manner  he  reasonably
    believes to  be in the best interest of the corporation and with such
    care as  an ordinarily prudent  person in a  like position would  use
    under similar circumstances.   Such director, officer or incorporator
    is  entitled to rely  on information,  opinions, reports  or records,
    including financial statements, books of accounts and other financial
    records  which are  prepared  by or  presented  by  (1) one  or  more
    officers or employees  of the corporation whom  the director, officer
    or incorporator reasonably believes  to be reliable and  competent in
    the matters  presented, or (2)  counsel, public accountants  or other
    persons as  to matters  which the director,  officer or  incorporator
    reasonably believes to  be within such a person's professional expert
    competence,  or (3)  in the case  of a  director, a  duly constituted
    committee of  the board upon which  he does not serve,  as to matters
    within  its  delegated   authority,  which  committee  the   director
    reasonably believes to merit  confidence.  If a director,  officer or
    incorporator  performs his  duties in  the manner  that is  set forth
    above,  that fact shall be an  absolute defense to any claim asserted
    against him except as expressly provided by statute.

         Section   13  of  the  Massachusetts  Business  Corporation  Law
    provides  that the  articles  of organization  of  a corporation  may
    contain a provision eliminating or limiting the personal liability of
    a  director to  the  corporation  or  its stockholders  for  monetary
    damages  for breach of a fiduciary duty as a director notwithstanding
    any provision of law imposing such liability; provided, however, that
    such  provision shall  not  eliminate or  limit  the liability  of  a
    director (i) for any breach of  the director's duty of loyalty to the
    corporation  or its stockholders, (ii)  for acts or  omissions not in
    good  faith  or which  involve  intentional misconduct  or  a knowing
    violation of  law (iii) under Section  61 or 62  of the Massachusetts
    Business Corporation  Law  or (iv)  any  transaction from  which  the
    director  derived an improper personal  benefit.  Article  Six of the
    Restated  Articles  of  Organization  of the  Registrant  contains  a
    provision consistent  with Section  13 of the  Massachusetts Business
    Corporation  Law and provides that to the fullest extent permitted by
    the  Massachusetts  Business  Corporation  Law,  a  director  of  the
    Registrant  shall not be personally  liable to the  Registrant or its
    stockholders for monetary damages  for breach of fiduciary duty  as a
    director  notwithstanding   any  provision  of   laws  imposing  such
    liability.

         Section 9 of Article V of the By-laws of the Registrant contains
    provisions relating to the  indemnification of directors and officers
    of  the corporation  which  are consistent  with  Section 67  of  the
    Massachusetts Business Corporation Law.  The By-laws provide  that no

   Exhibit Index - P. 5
   S-8 Page 4 of 14
indemnification will be provided  for any person with respect  to any
    matter as to which such person shall have been determined not to have
    acted in good faith in  the reasonable belief that his action  was in
    the best interest  of the corporation;  nor shall indemnification  be
    provided  where the  corporation  is required  or  has undertaken  to
    submit to  a court the question of  whether or not indemnification by
    it is against public  policy and it has been  finally determined that
    such  indemnification is  against  public  policy; provided,  however
    that,  prior  to  such   final  determination,  the  corporation  may
    compromise  and settle any such  claims and liabilities  and pay such
    expenses,  if such  settlement or  payment, or  both, appears  in the
    judgment of a majority of those members of the board of directors who
    are  not directly  involved  in  such matters,  to  be for  the  best
    interest  of the  corporation as  evidenced by  a resolution  to that
    effect  adopted after receipt by the corporation of a written opinion
    of counsel for the  corporation that, based upon the  facts available
    to such  counsel such  person has  not acted in  a manner  that would
    prohibit indemnification.

         Section 67  of the  Massachusetts Business Corporation  Law also
    contains provisions authorizing a  corporation to obtain insurance on
    behalf of any director, officer, employee or agent of the corporation
    against liabilities,  whether or not  the corporation would  have the
    power  to  indemnify  against   such  liabilities.    The  Registrant
    maintains  directors and officers liability and company reimbursement
    liability insurance.  Subject  to certain deductibles, such insurance
    will pay up to $50,000,000 per year on claims or errors and omissions
    against the  Registrant's directors  and officers and  will reimburse
    the Registrant for amounts  paid to indemnify directors and  officers
    against  the  costs  of  such claims  pursuant  to  the  Registrant's
    By-Laws.

    Item 7.   EXEMPTION FROM REGISTRATION CLAIMED 

              Not Applicable

    Item 8.   EXHIBITS 

               The following exhibits are filed  herewith or incorporated
    herein by reference:

                                                                 SEQUENTIALLY
    EXHIBIT                                                        NUMBERED
    NUMBER           EXHIBIT                                        PAGE    

    4. (i)         EG&G's Restated Articles of Organization,
                   as of February 19, 1988, were filed on 
                   July 16, 1992 as an exhibit to EG&G's 
                   Form 8 amending EG&G's Annual Report on 

   Exhibit Index - P. 5
   S-8 Page 5 of 14
Form 10-K for the fiscal year ended 
                   December 29, 1991 and are herein in-
                   corporated by reference                           N/A

       (ii)        EG&G's By-Laws as amended on January 
                   22, 1992 were filed as an exhibit to 
                   EG&G's Annual Report on Form 10-K for 
                   the fiscal year ended December 29, 
                   1991 and are herein incorporated by 
                   reference                                         N/A

        (iii)      The form of certificate used to evidence
                   ownership of EG&G Common Stock, $1 par
                   value, was filed as Exhibit 4(a) to EG&G's
                   Registration Statement on Form S-3, 
                   File No. 2-69642 and is herein incor-
                   porated by reference                              N/A

       (iv)        The Rights Agreement dated as of 
                   January 28, 1987 between EG&G, Inc.
                   and The First National Bank of Boston
                   was filed as Exhibit 1 to the Company's
                   Form 8-K dated February 3, 1987 and
                   is herein incorporated by reference               N/A

         (v)       The EG&G, Inc. 1992 Stock Option Plan             N/A
                   was filed as Exhibit 4(v) to EG&G's
                   Registration Statement on Form S-8,
                   File No. 33-49898 and is herein
                   incorporated by reference

         (vi)      The EG&G, Inc. 1982 Incentive Stock               N/A
                   Option Plan, as amended and restated
                   as of April 24, 1990, was filed as
                   Exhibit 4(v) to EG&G's Registration
                   Statement on Form S-8, File No. 33-
                   36082 and is herein incorporated
                   by reference

         (vii)     The EG&G, Inc. 1978 Non-Qualified                 N/A
                   Stock Option Plan, as amended through
                   January 26, 1988, was filed as Exhibit
                   4(vii) to EG&G's Registration Statement
                   on Form S-8, File No. 33-36082 and is
                   herein incorporated by reference

    5.             Opinion of Murray Gross, Esquire,
                   Vice President, General Counsel and
                   Clerk to EG&G, Inc.                               12

   Exhibit Index - P. 5
   S-8 Page 6 of 14
23.            Consent of Experts and Counsel

                   (i)  Consent of Arthur Andersen & Co.             14

                   (ii) Consent of Murray Gross, Esquire,            N/A
                        is contained in his Opinion filed
                        as Exhibit 5

    24.            Power of Attorney                                  9

    Item 9.        UNDERTAKINGS

          EG&G hereby undertakes:

          (1)   To file during any period in which offers or sales are being
    made, post-effective amendment(s) to this Registration Statement;

          (i)   To  include  any  prospectus  required   by  Section
    10(a)(3) of the Securities Act;

          (ii)  To  reflect in  the prospectus  any facts  or events
    arising after the  effective date of  the Registration Statement  (or
    the most recent post-effective amendment thereof) which, individually
    or  in  the   aggregate,  represent  a  fundamental  change   in  the
    information set forth in the Registration Statement;

          (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 (1)(i) and  (1)(ii) do
    not apply if the Registration  Statement is on Form S-3 or  Form S-8,
    and  the  information required  to  be included  in  a post-effective
    amendment by those paragraphs is  contained in periodic reports filed
    by the  Registrant pursuant  to Section  13 or  Section 15(d) of  the
    Exchange Act  that are incorporated by reference  in the Registration
    Statement.

         (2)  That, for  the purpose  of determining any  liability under
    the  Securities  Act, each  such  post-effective  amendment shall  be
    deemed  to be a new registration statement relating to the securities
    offered  therein and  the offering  of such  securities at  that time
    shall be deemed to be the initial bona fide offering thereof.

         (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 Plan.

   Exhibit Index - P. 5
   S-8 Page 7 of 14
(4)  That, for  purposes of determining any  liability under the
    Securities  Act,  each  filing  of  the  Registrant's  annual  report
    pursuant  to Section 13(a) or Section 15(d)  of the Exchange 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.

         (5)  Insofar  as indemnification  for liabilities  arising under
    the  Securities Act of 1933  may be permitted  to directors, officers
    and controlling persons of  the Registrant pursuant to the  foregoing
    provisions, or otherwise, the Registrant has been advised that in the
    opinion   of    the   Securities   and   Exchange   Commission   such
    indemnification  is against public policy as expressed in the Act and
    is,  therefore, unenforceable.    In  the  event  that  a  claim  for
    indemnification against  such liabilities (other than  the payment by
    the Registrant of expenses incurred or paid by a director, officer or
    controlling person of the Registrant in the successful defense of any
    action,  suit or proceeding) is asserted by such director, officer or
    controlling   person  in   connection  with   the   securities  being
    registered, the Registrant will, unless in the opinion of its counsel
    the matter has  been settled  by controlling precedent,  submit to  a
    court  of   appropriate  jurisdiction  the   question  whether   such
    indemnification  by it is against  public policy as  expressed in the
    Act and will be governed by a final adjudication of such issue.

                                      
                                  SIGNATURES

              Pursuant  to the  requirements of  the Securities  Act, EG&G
    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  Town of Wellesley, Commonwealth of
    Massachusetts, on the 27th day of July, 1994.

                                       EG&G, Inc.

                                       By:/s/ John M. Kucharski
                                          --------------------------
                                       John M. Kucharski, Chairman of
                                       the Board, Chief Executive
                                         Officer and President

   Exhibit Index - P. 5
   S-8 Page 8 of 14
POWER OF ATTORNEY

              We, the  undersigned officers  and directors of  EG&G, Inc.,
    hereby severally constitute  John M. Kucharski  and Murray Gross,  and
    each of them singly, our true  and lawful attorneys with full power to
    them, and each of them singly, to sign for us and in our names, in the
    capacities indicated below, the Registration Statement  filed herewith
    and any amendments to said Registration Statement, and generally to do
    all such things in our  name and behalf in our capacities  as officers
    and directors to  enable EG&G, Inc. to  comply with the provisions  of
    the Securities  Act of 1933  as amended, and  all requirements  of the
    Securities and Exchange  Commission, hereby  ratifying and  confirming
    our signatures as they may be signed by our said attorneys, or  any of
    them, to  said  Registration  Statement  and any  and  all  amendments
    thereto.

         Witness our hands and common seals on the date set forth below.

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

         Signature                     Title                 Date

    (i)    Principal Executive Officer 

         /s/ John M. Kucharski
         _____________________        Chairman of the        July 27, 1994
         John M. Kucharski            Board, Chief 
                                      Executive Officer,
                                      and President

    (ii)   Principal Financial Officer

         /s/ Thomas J. Sauser
         _____________________        Senior Vice President  July 27, 1994
         Thomas J. Sauser             and Chief Financial
                                      Officer

    (iii)  Principal Accounting Officer

         /s/ John F. Alexander II
         _________________            Corporate Controller   July 27, 1994
         John F. Alexander, II              
              

   Exhibit Index - P. 5
   S-8 Page 9 of 14
(iv)   A majority of the Board of
           Directors

    /s/ John M. Kucharski
    _____________________             Director               July 27, 1994
    John M. Kucharski

    /s/ Samuel Rubinovitz
    _____________________             Director               July 27, 1994
    Samuel Rubinovitz

    /s/ Robert F. Goldhammer
    _____________________             Director               July 27, 1994
    Robert F. Goldhammer

    /s/ John B. Gray
    _____________________             Director               July 27, 1994
    John B. Gray

    /s/ William F. Pounds
    _____________________             Director               July 27, 1994
    William F. Pounds

    /s/ Dean W. Freed
    _____________________             Director               July 27, 1994
    Dean W. Freed

    /s/ Kent F. Hansen
    _____________________             Director               July 27, 1994
    Kent F. Hansen

    /s/ Joseph F. Turley
    _____________________             Director               July 27, 1994
    Joseph F. Turley

    /s/ G. Robert Tod
    _____________________             Director               July 27, 1994
    G. Robert Tod

   Exhibit Index - P. 5
   S-8 Page 10 of 14
/s/ John Larkin Thompson
    _____________________             Director               July 27, 1994
     
    John Larkin Thompson

    /s/ Greta E. Marshall
    _____________________             Director               July 27, 1994
    Greta E. Marshall

   Exhibit Index - P. 5
   S-8 Page 11 of 14
EXHIBIT V

                                      July 27, 1994

    EG&G, Inc.
    45 William Street
    Wellesley, Massachusetts   02181

    Gentlemen:

         I  have been requested  to furnish you  my opinion as  to certain
    matters in connection with  the filing of a Registration  Statement on
    Form  S-8 (the "Registration Statement"), which Registration Statement
    is to be filed with the Securities and Exchange Commission on or about
    July 27, 1994, relating to  the registration of 851,584 shares of  the
    Common  Stock, $1 Par Value,  of EG&G, Inc.  (the "Company"), issuable
    upon  the exercise of stock options granted and to be granted pursuant
    to the stock option plans described in the Registration Statement.

         I have been associated with the Company  for 23 years, and during
    that time I have served as an Attorney, Assistant General Counsel, and
    since  April  24, 1990,  as  General Counsel  of  EG&G, Inc.    I have
    examined  the Restated Articles of Organization of the Company and all
    amendments  thereto on  file in  the office  of the  Secretary  of the
    Commonwealth  of   Massachusetts,  all  resolutions   adopted  by  the
    directors and  stockholders of the  Company relating to  the aforesaid
    stock  option plans,  the aforesaid  Registration Statement  and stock
    option  plans, and  such other  documents as I  deem material  for the
    purposes of this opinion.

         Based upon the foregoing, I am of the following opinion:

         1.   The  Company  is  a  duly  organized  and  validly  existing
    corporation under  the laws of the Commonwealth  of Massachusetts with
    corporate powers adequate for the conduct of its business as presently
    conducted.

   Exhibit Index - P. 5
   S-8 Page 12 of 14
EG&G, Inc.
    July 27, 1994
    Page 2

         2.  The authorized capital stock of the Company consists of:  (a)
    1,000,000 shares of  Preferred Stock, $1 par value per share, of which
    no  shares are now outstanding,  and (b) 100,000,000  shares of Common
    Stock, $1 par value  per share of which 56,131,078 shares  were issued
    and outstanding on January 2, 1994.

         3.  The issuance of up to 4,237,142 shares of EG&G's Common Stock
    upon exercise of  options then  outstanding and options  which may  be
    granted  in the future under  the plans described  in the Registration
    Statement  has  been  duly authorized  by  the  Company.   The  shares
    issuable upon exercise  of said options,  when issued and paid  for in
    accordance with  the terms of  said options and  the plan pursuant  to
    which said options were or are to be granted, will  be validly issued,
    fully paid and non-assessable.

         I hereby  consent to the filing  of this opinion as  Exhibit 5 to
    the Registration Statement.

                                       Very truly yours,

                                       /s/ Murray Gross
                                       ___________________
                                       Murray Gross
                                       Vice President and
                                         General Counsel

    MG:lah

   Exhibit Index - P. 5
   S-8 Page 13 of 14
EXHIBIT 23

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

              As independent public accountants, we hereby consent to
         the   incorporation  by   reference  in   this  registration

         statement,  to be  filed  with the  Securities and  Exchange
         Commission,  on or about July 27, 1994, of our reports dated

         January 24, 1994, included (or incorporated by reference) in
         EG&G,  Inc.'s Form 10-K for  the year ended  January 2, 1994

         and  to  all  references  to  our  Firm   included  in  this
         registration statement.

                                       /s/ Arthur Anderson & Co.
                                       _______________________
                                       ARTHUR ANDERSEN & CO.

         Boston, Massachusetts
         July 27, 1994     

   Exhibit Index - P. 5
   S-8 Page 14 of 14