As filed with the Securities and Exchange Commission on September 21, 1995
                                                        SEC File No. 1-5075
                                                        Registration No. 
---------------------------------------------------------------------------
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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)437-5100)
 -------------------------------------------------------------
   (Name, address and telephone number of agent for service)

<TABLE>                               
                CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
  <S>           <C>        <C>           <C>               <C>  
                           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      $19.1875 $16,262,212.12        $5607.66     
  $1 par value      shares       
---------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. 
This estimated fee is based on the average of the high ($19.25) and low
($19.125) prices paid for a share of EG&G, Inc. Common Stock on September
15, 1995 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, 35-57606, and 33-54785 and is intended to be the common
prospectus referred to in Rule 429 under the Securities Act of 1933 for
such Registration Statements.

Exhibit Index P. 5<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.
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

   Accountants - The financial statements and schedules of the Company
included in the Company's Annual Report on Form 10K for the year ended
January 1, 1995 and incorporated by reference herein have been audited by
Arthur Anderson LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports. 
Reference is made to said report with respect the Company's financial
statements, which includes an explanatory paragraph with respect to the
change in the methods of accounting for postretirement benefits other than
pensions and for income taxes in 1993 and the method of accounting for
marketable investments in 1994. 

   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, 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 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. Such 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 person 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 such other organization.  Indemnification may not be
provided for any person with respect to any matter as to which that person
shall have been adjudicated in any proceeding to not have acted in good
faith in the reasonable belief that his action was in the best interest of
the corporation.  

   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 interests 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 or under the
supervision of (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
<PAGE>
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) for 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
law 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
Registrant which are consistent with Section 67 of the Massachusetts
Business Corporation Law.  This Section provides that no indemnification
will be provided to any person who was or is a director or officer with
respect to any matter as to which such person shall have been finally
adjudicated in any proceeding 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 adjudication, 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.     
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED 
   
        Not Applicable

Item 8. EXHIBITS 
   
         The following exhibits are filed herewith or incorporated
herein by reference:
<TABLE>
<S>      <C>                                                <C>
                                                            SEQUENTIALLY
EXHIBIT                                                     NUMBERED
NUMBER   EXHIBIT                                            PAGE
-------  --------                                           ------------
4. (i)   EG&G's Restated Articles of Organization, filed
         with the Massachusetts Secretary of the
         Commonwealth on July 31, 1995.                     11

   (ii)  EG&G's By-Laws as amended on May 3, 1995           50

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

   (iv)  The Rights Agreement dated as of January 25,
         1995 between EG&G, Inc. and The First National
         Bank of Boston was filed as Exhibit 4.1 to the
         Company's Form 8-K dated January 25, 1995 and 
         is herein incorporated by reference                N/A

   (v)   The EG&G, Inc. 1992 Stock Option Plan 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                          N/A

   (vi)  The EG&G, Inc. 1982 Incentive Stock 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                   N/A

  (vii)  The EG&G, Inc. 1978 Non-Qualified Stock Option
         Plan, as amended through January 26, 1988, was
         directors of the corporation may be provided by
         the corporation to the Statement on Form S-8, 
         File No. 33-36082 and is herein incorporated 
         by reference                                       N/A

5.       Opinion of Murray Gross, Esquire, Vice
         President, General Counsel and Clerk to EG&G,
         Inc.                                               67

24.      Consent of Experts and Counsel

   (i)   Consent of Arthur Andersen LLP                     69

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

25.      Power of Attorney                                  9
</TABLE>
<PAGE>
 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; and

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

        Provided, however, that paragraphs (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.

   (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 Securities 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 Securities Act and will be governed
by a final adjudication of such issue.<PAGE>
                           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 26th day of July
1995.

                                                                 
                                          EG&G, Inc.


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


<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.
<TABLE>
<S>                               <C>                   <C>
Signature                         Title                 Date
---------                         ------                -----

(i)   Principal Executive Officer 

/s/ John M. Kucharski             Chairman of the       July 26, 1995
--------------------------        Board, President      -------------
John M. Kucharski                 and Chief Executive 
                                  Officer


(ii)  Principal Financial Officer

/s/ Thomas J. Sauser              Senior Vice President July 26, 1995
--------------------------        and Chief Financial   -------------
Thomas J. Sauser                  Officer             



(iii) Principal Accounting Officer


/s/ John F. Alexander, II         Vice President and    July 26, 1995
--------------------------        Corporate Controller  -------------
John F. Alexander, II                               
</TABLE>

<PAGE>
<TABLE>
(iv)   A majority of the Board of Directors
<CAPTION>
<S>                             <C>                 <C>
/s/ John M. Kucharski           Director            July 26, 1995 
--------------------------                          -------------
John M. Kucharski

/s/ Samuel Rubinovitz           Director            July 26, 1995
--------------------------                          -------------
Samuel Rubinovitz


/s/ Robert F. Goldhammer        Director            July 26, 1995
--------------------------                          -------------
Robert F. Goldhammer

s/ John B. Gray                 Director            July 26, 1995
--------------------------                          -------------
John B. Gray


/s/ William F. Pounds           Director            July 26, 1995
--------------------------                          -------------
William F. Pounds


/s/ Kent F. Hansen              Director            July 26, 1995
--------------------------                          -------------
Kent F. Hansen


/s/ G. Robert Tod               Director            July 26, 1995
--------------------------                          -------------
G. Robert Tod  


/s/ John Larkin Thompson        Director            July 26, 1995
--------------------------                          -------------
John Larkin Thompson


/s/ Greta E. Marshall           Director            July 26, 1995
--------------------------                          -------------
Greta E. Marshall
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24206}]
{"company-data": {"conformed-name": "EG&G INC", "cik": "0000031791", "assigned-sic": "8711", "irs-number": "042052042", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62805", "film-number": "95575265"}, "business-address": {"street1": "45 WILLIAM ST", "city": "WELLESLEY", "state": "MA", "zip": "02181-4078", "phone": "6172375100"}, "mail-address": {"street1": "45 WILLIAM ST", "city": "WELLESLEY", "state": "MA", "zip": "02181"}, "former-company": {"former-conformed-name": "EDGERTON GERMESHAUSEN & GRIER INC", "date-changed": "19670626"}}
As filed with the Securities and Exchange Commission on September 21, 1995
                                                        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)437-5100)
 -------------------------------------------------------------
   (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      $19.1875 $16,262,212.12        $5607.66     
  $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 ($19.25) and low
($19.125) prices paid for a share of EG&G, Inc. Common Stock on September
15, 1995 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, 35-57606, and 33-54785 and is intended to be the common
prospectus referred to in Rule 429 under the Securities Act of 1933 for
such Registration Statements.

Exhibit Index P. 5
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.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

   Accountants - The financial statements and schedules of the Company
included in the Company's Annual Report on Form 10K for the year ended
January 1, 1995 and incorporated by reference herein have been audited by
Arthur Anderson LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports. 
Reference is made to said report with respect the Company's financial
statements, which includes an explanatory paragraph with respect to the
change in the methods of accounting for postretirement benefits other than
pensions and for income taxes in 1993 and the method of accounting for
marketable investments in 1994. 

   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, 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 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. Such 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 person 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 such other organization.  Indemnification may not be
provided for any person with respect to any matter as to which that person
shall have been adjudicated in any proceeding to not have acted in good
faith in the reasonable belief that his action was in the best interest of
the corporation.  

   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 interests 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 or under the
supervision of (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) for 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
law 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
Registrant which are consistent with Section 67 of the Massachusetts
Business Corporation Law.  This Section provides that no indemnification
will be provided to any person who was or is a director or officer with
respect to any matter as to which such person shall have been finally
adjudicated in any proceeding 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 adjudication, 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, filed
         with the Massachusetts Secretary of the
         Commonwealth on July 31, 1995.                     11

   (ii)  EG&G's By-Laws as amended on May 3, 1995           50

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

   (iv)  The Rights Agreement dated as of January 25,
         1995 between EG&G, Inc. and The First National
         Bank of Boston was filed as Exhibit 4.1 to the
         Company's Form 8-K dated January 25, 1995 and 
         is herein incorporated by reference                N/A

   (v)   The EG&G, Inc. 1992 Stock Option Plan 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                          N/A

   (vi)  The EG&G, Inc. 1982 Incentive Stock 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                   N/A

  (vii)  The EG&G, Inc. 1978 Non-Qualified Stock Option
         Plan, as amended through January 26, 1988, was
         directors of the corporation may be provided by
         the corporation to the Statement on Form S-8, 
         File No. 33-36082 and is herein incorporated 
         by reference                                       N/A

5.       Opinion of Murray Gross, Esquire, Vice
         President, General Counsel and Clerk to EG&G,
         Inc.                                               67

24.      Consent of Experts and Counsel

   (i)   Consent of Arthur Andersen LLP                     69

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

25.      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; and

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

        Provided, however, that paragraphs (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.

   (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 Securities 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 Securities 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 26th day of July
1995.

                                                                 
                                          EG&G, Inc.

                                                                 
                                          By: /s/ John M. Kucharski
                                          John M. Kucharski,
                                          Chairman of the Board, President and
                                          Chief Executive Officer
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 26, 1995
--------------------------        Board, President      -------------
John M. Kucharski                 and Chief Executive 
                                  Officer

(ii)  Principal Financial Officer

/s/ Thomas J. Sauser              Senior Vice President July 26, 1995
--------------------------        and Chief Financial   -------------
Thomas J. Sauser                  Officer             

(iii) Principal Accounting Officer

/s/ John F. Alexander, II         Vice President and    July 26, 1995
--------------------------        Corporate Controller  -------------
John F. Alexander, II
(iv)   A majority of the Board of Directors
/s/ John M. Kucharski           Director            July 26, 1995 
--------------------------                          -------------
John M. Kucharski

/s/ Samuel Rubinovitz           Director            July 26, 1995
--------------------------                          -------------
Samuel Rubinovitz

/s/ Robert F. Goldhammer        Director            July 26, 1995
--------------------------                          -------------
Robert F. Goldhammer

s/ John B. Gray                 Director            July 26, 1995
--------------------------                          -------------
John B. Gray

/s/ William F. Pounds           Director            July 26, 1995
--------------------------                          -------------
William F. Pounds

/s/ Kent F. Hansen              Director            July 26, 1995
--------------------------                          -------------
Kent F. Hansen

/s/ G. Robert Tod               Director            July 26, 1995
--------------------------                          -------------
G. Robert Tod  

/s/ John Larkin Thompson        Director            July 26, 1995
--------------------------                          -------------
John Larkin Thompson

/s/ Greta E. Marshall           Director            July 26, 1995
--------------------------                          -------------
Greta E. Marshall