Registration No. 333-


                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549


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



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


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


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



                      THE PERKIN-ELMER CORPORATION
                       DEFERRED COMPENSATION PLAN
                        (Full Title of the Plan)


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




                    CALCULATION OF REGISTRATION FEE


                                     Proposed    Proposed
                                     Maximum     Maximum
                                     Offering    Aggregate
Title of Securities   Amount to be   Price Per   Offering    Amount of
to be Registered      Registered     Share       Price (1)   Registration Fee
Deferred Compensation
Obligations (2)       $2,000,000      100%      $2,000,000     $590.00

1. Estimated solely for purposes of determining the registration
fee.

2. The Deferred Compensation Obligations are unsecured
obligations of The Perkin-Elmer Corporation to pay deferred
compensation in the future in accordance with the terms of The
Perkin-Elmer Corporation Deferred Compensation Plan.



<PAGE>

                                 PART I

          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.

 Not required to be filed with this Registration Statement.


Item 2. Registrant Information and Employee Plan Annual
Information.

 Not required to be filed with this Registration Statement.



                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

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

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

        (2) The Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1997.

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

        (4) The Company's Current Report on Form 8-K dated
January 22, 1998 and filed on January 23, 1998.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from their respective
dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"); provided,

                                  -1-

<PAGE>

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.


Item 4. Description of Securities.

 The securities being registered under this Registration
Statement consist of obligations (the "Obligations") of the
Company to pay compensation deferred by eligible employees under
the terms of The Perkin-Elmer Corporation Deferred Compensation
Plan (the "Plan").  Subject to the terms of the Plan, an eligible
employee (a "Participant") may enter into an agreement with the
Company providing for the deferral of the payment of a specified
portion or amount of compensation payable by the Company to the
Participant.  A Participant's deferrals are credited to a record
keeping account maintained by the Company in the name of the
Participant.  Each Participant account will be periodically
adjusted to reflect the investment experience of one or more
investment benchmarks designated under the Plan and selected by
the Participant.  A Participant will be at all times fully vested
in the amounts credited to his or her account.  The amounts
credited to a Participant's account will be paid upon the
earliest of (i) a pre-retirement distribution date designated by
the Participant in accordance with the Plan, (ii) termination of
the Participant's employment, or (iii) the Participant's
retirement or death.  Payment of such amounts may be made in a
lump sum or in monthly installments over a period of up to 15
years, depending on the applicable terms of the Plan and the
Participant's payment election.  The Company reserves the right
to accelerate the payment of any Participant's account balance in
the event of a termination of the Plan.  In addition, the Company
may delay the payment of a Participant's account balance under
certain circumstances, such as when the payment of such amounts
would exceed certain limitations imposed by tax law.  A
Participant's rights to and under the Obligations cannot be
assigned, alienated, sold, transferred, pledged or encumbered,
except by way of transfer to the employee's beneficiary or estate
upon the Participant's death, pursuant to the terms of the Plan.

 The Obligations are general unsecured obligations of the
Company which rank pari passu with other unsecured and
unsubordinated indebtedness of the Company that may be
outstanding from time to time.  No sinking fund has or will
be established with respect to the Obligations.  The
Obligations are not subject to redemption, in whole or in
part, prior to the payment dates applicable under the Plan,
and the Obligations are not convertible into any other
security of the Company.  The Company reserves the right to
amend or terminate the Plan at any time.  In the

                                  -2-

<PAGE>

event the Plan is terminated prior to a Change in Control
(as defined in the Plan), the Company has the right, in its
sole discretion, and notwithstanding any elections made by a
Participant, to pay the Obligations in a lump sum or in
monthly installments over a period of up to 15 years.  After
a Change in Control, the Company is required to pay the
Obligations in a lump sum.

 Except as stated above, the Obligations do not enjoy the
benefit of any affirmative or negative pledges or covenants by
the Company.  The Company shall establish a grantor trust to fund
the payment of the Obligations, but the Company retains
discretion to determine the amount and timing of any
contributions to the trust.  The assets of the trust will remain
subject to the claims of the Company's creditors.  The trustee of
the trust will be required to administer the trust in accordance
with its terms, but the trustee's obligations and authority are
limited to the amounts which may be held in the trust from time
to time and the trustee may be subject to the direction of the
Company with respect to the payment of Obligations.  Accordingly,
the trustee of the trust does not have any independent obligation
or authority to act on behalf of any Participant or beneficiary
and each Participant and beneficiary will be responsible for
acting on his or her own behalf with respect to, among other
things, the giving of notices, responding to requests for
consents, waivers or amendments, enforcing covenants and taking
action upon default.


Item 5. Interests of Named Experts and Counsel.

 The legality of the Obligations offered pursuant to this Registration
Statement has been passed upon by Thomas P. Livingston, Esq., Assistant
Secretary of the Company.  Mr. Livingston is eligible to participate in
the Plan and owns shares of common stock of the Company and options to
purchase shares of common stock of the Company with an aggregate value
in excess of $50,000.


Item 6. Indemnification of Directors and Officers.

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


                                  -3-

<PAGE>

of expenses in respect of any claim as to which a person has
been adjudged liable to the corporation.


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

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

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

                                  -4-

<PAGE>


actual or potential differing interests between or among such parties.
The Company shall also promptly pay or reimburse such person for all
expenses, including fees and expenses of counsel, reasonably incurred
by such person in successfully enforcing his or her rights pursuant to
the By- Law provisions described above.


Item 7. Exemption from Registration Claimed.

            Not applicable.


Item 8. Exhibits.

        Exhibit 4           -   The Perkin-Elmer Corporation
                                Deferred Compensation Plan.

        Exhibit 5           -   Opinion of Thomas P. Livingston,
                                Esq. (including Consent).

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

        Exhibit 23(2)       -   Consent of Thomas P. Livingston, Esq.
                                (included in Exhibit 5).

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


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; and

                                  -5-

<PAGE>

                (iii)  To include any material information with respect
        to the plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in



periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement;

        (2)  That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and

        (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

        (b)  The Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the 1934 Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

                                  -6-

<PAGE>

                               SIGNATURES


 Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Norwalk, State of Connecticut, on January 29, 1998.

                                   THE PERKIN-ELMER CORPORATION


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


                           POWER OF ATTORNEY


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

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

<TABLE>

<S>                                <C>                            <C>
 /s/ Tony L. White                  Chairman of the Board,         January 29, 1998
     Tony L. White                  President and Chief
                                    Executive Officer
                                    (Principal Executive Officer)

</TABLE>

                                  -7-

<PAGE>


<TABLE>

<S>                                <C>                            <C>
/s/ Dennis L. Winger                Senior Vice President,         January 29, 1998
    Dennis L. Winger                Chief Financial Officer
                                    and Treasurer (Principal
                                    Financial Officer)

 /s/ Ugo D. DeBlasi                 Corporate Controller           January 29, 1998
     Ugo D. DeBlasi                 (Principal Accounting
                                    Officer)


/s/ Joseph F. Abely, Jr.            Director                       January 29, 1998
    Joseph F. Abely, Jr.


/s/ Richard H. Ayers                Director                       January 29, 1998
    Richard H. Ayers


/s/ Jean-Luc Belingard              Director                       January 29, 1998
    Jean-Luc Belingard


/s/ Robert H. Hayes                 Director                       January 29, 1998
    Robert H. Hayes


                                    Director                       January   , 1998
    Georges C. St. Laurent, Jr.


/s/ Carolyn W. Slayman              Director                       January 29, 1998
    Carolyn W. Slayman


/s/ Orin R. Smith                   Director                       January 29 , 1998
    Orin R. Smith

</TABLE>

                                  -8-

<PAGE>




                             EXHIBIT INDEX


        Exhibit No.                               Exhibit


        4                               The Perkin-Elmer Corporation Deferred
                                        Compensation Plan.

        5                               Opinion of Thomas P. Livingston, Esq.
                                        (including Consent).

        23(1)                           Consent of Price Waterhouse LLP.
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Registration No. 333-

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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

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

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

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

                      THE PERKIN-ELMER CORPORATION
                       DEFERRED COMPENSATION PLAN
                        (Full Title of the Plan)

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

                    CALCULATION OF REGISTRATION FEE

                                     Proposed    Proposed
                                     Maximum     Maximum
                                     Offering    Aggregate
Title of Securities   Amount to be   Price Per   Offering    Amount of
to be Registered      Registered     Share       Price (1)   Registration Fee
Deferred Compensation
Obligations (2)       $2,000,000      100%      $2,000,000     $590.00

1. Estimated solely for purposes of determining the registration
fee.

2. The Deferred Compensation Obligations are unsecured
obligations of The Perkin-Elmer Corporation to pay deferred
compensation in the future in accordance with the terms of The
Perkin-Elmer Corporation Deferred Compensation Plan.
PART I

          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

 Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual
Information.

 Not required to be filed with this Registration Statement.

                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

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

        (2) The Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1997.

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

        (4) The Company's Current Report on Form 8-K dated
January 22, 1998 and filed on January 23, 1998.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from their respective
dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"); provided,

                                  -1-
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.

Item 4. Description of Securities.

 The securities being registered under this Registration
Statement consist of obligations (the "Obligations") of the
Company to pay compensation deferred by eligible employees under
the terms of The Perkin-Elmer Corporation Deferred Compensation
Plan (the "Plan").  Subject to the terms of the Plan, an eligible
employee (a "Participant") may enter into an agreement with the
Company providing for the deferral of the payment of a specified
portion or amount of compensation payable by the Company to the
Participant.  A Participant's deferrals are credited to a record
keeping account maintained by the Company in the name of the
Participant.  Each Participant account will be periodically
adjusted to reflect the investment experience of one or more
investment benchmarks designated under the Plan and selected by
the Participant.  A Participant will be at all times fully vested
in the amounts credited to his or her account.  The amounts
credited to a Participant's account will be paid upon the
earliest of (i) a pre-retirement distribution date designated by
the Participant in accordance with the Plan, (ii) termination of
the Participant's employment, or (iii) the Participant's
retirement or death.  Payment of such amounts may be made in a
lump sum or in monthly installments over a period of up to 15
years, depending on the applicable terms of the Plan and the
Participant's payment election.  The Company reserves the right
to accelerate the payment of any Participant's account balance in
the event of a termination of the Plan.  In addition, the Company
may delay the payment of a Participant's account balance under
certain circumstances, such as when the payment of such amounts
would exceed certain limitations imposed by tax law.  A
Participant's rights to and under the Obligations cannot be
assigned, alienated, sold, transferred, pledged or encumbered,
except by way of transfer to the employee's beneficiary or estate
upon the Participant's death, pursuant to the terms of the Plan.

 The Obligations are general unsecured obligations of the
Company which rank pari passu with other unsecured and
unsubordinated indebtedness of the Company that may be
outstanding from time to time.  No sinking fund has or will
be established with respect to the Obligations.  The
Obligations are not subject to redemption, in whole or in
part, prior to the payment dates applicable under the Plan,
and the Obligations are not convertible into any other
security of the Company.  The Company reserves the right to
amend or terminate the Plan at any time.  In the

                                  -2-
event the Plan is terminated prior to a Change in Control
(as defined in the Plan), the Company has the right, in its
sole discretion, and notwithstanding any elections made by a
Participant, to pay the Obligations in a lump sum or in
monthly installments over a period of up to 15 years.  After
a Change in Control, the Company is required to pay the
Obligations in a lump sum.

 Except as stated above, the Obligations do not enjoy the
benefit of any affirmative or negative pledges or covenants by
the Company.  The Company shall establish a grantor trust to fund
the payment of the Obligations, but the Company retains
discretion to determine the amount and timing of any
contributions to the trust.  The assets of the trust will remain
subject to the claims of the Company's creditors.  The trustee of
the trust will be required to administer the trust in accordance
with its terms, but the trustee's obligations and authority are
limited to the amounts which may be held in the trust from time
to time and the trustee may be subject to the direction of the
Company with respect to the payment of Obligations.  Accordingly,
the trustee of the trust does not have any independent obligation
or authority to act on behalf of any Participant or beneficiary
and each Participant and beneficiary will be responsible for
acting on his or her own behalf with respect to, among other
things, the giving of notices, responding to requests for
consents, waivers or amendments, enforcing covenants and taking
action upon default.

Item 5. Interests of Named Experts and Counsel.

 The legality of the Obligations offered pursuant to this Registration
Statement has been passed upon by Thomas P. Livingston, Esq., Assistant
Secretary of the Company.  Mr. Livingston is eligible to participate in
the Plan and owns shares of common stock of the Company and options to
purchase shares of common stock of the Company with an aggregate value
in excess of $50,000.

Item 6. Indemnification of Directors and Officers.

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

                                  -3-
of expenses in respect of any claim as to which a person has
been adjudged liable to the corporation.

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

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

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

                                  -4-
actual or potential differing interests between or among such parties.
The Company shall also promptly pay or reimburse such person for all
expenses, including fees and expenses of counsel, reasonably incurred
by such person in successfully enforcing his or her rights pursuant to
the By- Law provisions described above.

Item 7. Exemption from Registration Claimed.

            Not applicable.

Item 8. Exhibits.

        Exhibit 4           -   The Perkin-Elmer Corporation
                                Deferred Compensation Plan.

        Exhibit 5           -   Opinion of Thomas P. Livingston,
                                Esq. (including Consent).

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

        Exhibit 23(2)       -   Consent of Thomas P. Livingston, Esq.
                                (included in Exhibit 5).

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

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; and

                                  -5-
(iii)  To include any material information with respect
        to the plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in

periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement;

        (2)  That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and

        (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

        (b)  The Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the 1934 Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

                                  -6-
SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Norwalk, State of Connecticut, on January 29, 1998.

                                   THE PERKIN-ELMER CORPORATION

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

                           POWER OF ATTORNEY

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

 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
/s/ Tony L. White                  Chairman of the Board,         January 29, 1998
     Tony L. White                  President and Chief
                                    Executive Officer
                                    (Principal Executive Officer)
-7-
/s/ Dennis L. Winger                Senior Vice President,         January 29, 1998
    Dennis L. Winger                Chief Financial Officer
                                    and Treasurer (Principal
                                    Financial Officer)

 /s/ Ugo D. DeBlasi                 Corporate Controller           January 29, 1998
     Ugo D. DeBlasi                 (Principal Accounting
                                    Officer)

/s/ Joseph F. Abely, Jr.            Director                       January 29, 1998
    Joseph F. Abely, Jr.

/s/ Richard H. Ayers                Director                       January 29, 1998
    Richard H. Ayers

/s/ Jean-Luc Belingard              Director                       January 29, 1998
    Jean-Luc Belingard

/s/ Robert H. Hayes                 Director                       January 29, 1998
    Robert H. Hayes

                                    Director                       January   , 1998
    Georges C. St. Laurent, Jr.

/s/ Carolyn W. Slayman              Director                       January 29, 1998
    Carolyn W. Slayman

/s/ Orin R. Smith                   Director                       January 29 , 1998
    Orin R. Smith
-8-
EXHIBIT INDEX

        Exhibit No.                               Exhibit

        4                               The Perkin-Elmer Corporation Deferred
                                        Compensation Plan.

        5                               Opinion of Thomas P. Livingston, Esq.
                                        (including Consent).

        23(1)                           Consent of Price Waterhouse LLP.