March 7, 1995



Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Dear Sir or Madam:

Re:  EG&G, Inc., 1995 Definitive Proxy Statement
       EG&G, Inc. File 01-5075;  Reg. CIK No. 00000 31791

Pursuant to Rule 14a-6 of the Securities Exchange Act of 1934,
attached by electronic submission is a definitive copy of EG&G's
1995 proxy material.  This consists of a Notice of Annual Meeting,
a Proxy Statement, and a Proxy Card, all of which pertain to the
Annual Meeting of Stockholders to be held on Tuesday, April 25,
1995.  Distribution of the proxy materials to EG&G, Inc.
stockholders commenced today.  The requisite filing fee of $125
was previously paid upon the filing of EG&G's preliminary proxy
material on February 13, 1995.

Five (5) definitive sets of the proxy material with a copy of this
letter have been sent to the New York Stock Exchange, Inc.

Please do not hesitate to contact me if you should have any
questions.

                                   Very truly yours,



                                   Donna W. Economou
                                   Senior Attorney

DWE/jp

Enclosures

<PAGE>
           SCHEDULE 14A INFORMATION
                           
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by Registrant  [x]
Filed by a Party other than the Registrant[] 
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

               EG&G, Inc.
...............................................................................
   (Name of Registrant as Specified In Its Charter)


               Murray Gross, Vice President & General Counsel
................................................................................
   (Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

     1) Title of each class of securities to which transaction
applies:
     
     ..........................................................................
     2) Aggregate number of securities to which transaction
applies:
             
     ...........................................................................

     3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: 1

     ............................................................

     4) Proposed maximum aggregate value of transaction:

     ............................................................

<PAGE>
1. Set forth the amount on which the filing fee is calculated and
state how it was determined.

[x] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously.  Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.

1) Amount Previously Paid:

     $125
..................................................................

2) Form, Schedule, or Registration Statement No.:

     Schedule 14A

..................................................................

3) Filing Party:

     EG&G, Inc.

..................................................................

4) Date Filed:


     February 13, 1995
..................................................................

<PAGE>

               NOTICE OF ANNUAL MEETING

To the Stockholders of EG&G, Inc.:

     The Annual Meeting of the Stockholders of EG&G, Inc., will
be held at the Sheraton Needham Hotel, 100 Cabot Street, Needham,
Massachusetts, on Tuesday, April 25, 1995, at 10:30 a.m., to
consider and act upon the following:

1.   A proposal to fix the number of Directors at ten and to
elect two nominees for Director for terms of three years each; and

2.   A proposal to amend the Articles of Organization of the
Company to provide for the declassification of the Board of
Directors, such declassification to commence with the Annual
Meeting of Stockholders in 1996; and

3.   Such other matters, including one stockholder proposal, as
may properly come before the Meeting or any adjournment thereof.

     The Board of Directors has no knowledge of any other
business to be transacted at the Meeting.

     The Board of Directors has fixed the close of business on
February 24, 1995, as the record date for the determination of
stockholders entitled to receive this notice and to vote at the
Meeting.

     All stockholders are cordially invited to attend the
Meeting.

                    By Order of the Board of Directors


                    MURRAY GROSS, Clerk

M
arch 7, 1995

- -------------------------------------------------------------------------------

                   RETURN ENCLOSED PROXY CARD

Whether or not you expect to attend this Meeting, I urge you to
complete, date, and sign the enclosed proxy card and to mail it
promptly in the enclosed envelope.  No postage is required if
mailed in the United States.  Prompt response is important and
your cooperation will be appreciated.  If the envelope is lost,
return the card to The First National Bank of Boston, Shareholder
Services Division, Post Office Box 1459, Boston, Massachusetts 
02104-9904.
<PAGE>









                       NOTICE OF ANNUAL MEETING   

                                  AND

                         PROXY STATEMENT 1995























EG&G, INC., CORPORATE OFFICES, 45 WILLIAM STREET, WELLESLEY,
MASSACHUSETTS  02181


<PAGE>
                       PROXY STATEMENT

     This Proxy Statement has been prepared to provide the
stockholders of EG&G, Inc. with information pertaining to the
matters to be voted on at the EG&G, Inc., Annual Meeting of
Stockholders to be held on Tuesday,  April 25, 1995 at 10:30 a.m.,
at the Sheraton Needham Hotel, 100 Cabot Street, Needham,
Massachusetts, and at any adjournment of that Meeting.  The date
of this Proxy Statement is March 7, 1995, the approximate date on
which the Proxy Statement and form of Proxy were first sent or
given to stockholders.  EG&G, Inc. is sometimes referred to in
this Proxy Statement as "EG&G" or the "Company."  EG&G, Inc.
Common Stock, $1 par value (the only outstanding EG&G security
with voting power), is referred to as the "Common Stock."

     This proxy is solicited on behalf of the Board of Directors
of EG&G.  You are requested to sign and return your proxy card
promptly.  You have the right to revoke your proxy and change your
vote at any time prior to its exercise at the Meeting by filing
written notice with the Clerk of EG&G or by signing and delivering
a new proxy card bearing a later date.  It is important to sign
and return your proxy card.  It helps to establish a quorum so
that the Meeting may be held, and it permits your votes to be cast
in accordance with your directions.

     The expenses connected with soliciting proxies will be borne
by EG&G.  The Company expects to pay brokers, nominees,
fiduciaries, and other custodians their reasonable expenses for
forwarding proxy materials and annual reports to principals and
obtaining their voting instructions.  Due to the limited time
available for the solicitation of proxies, the Company has engaged
Kissel-Blake Inc., of New York City, to assist in soliciting
proxies from brokers, nominees, fiduciaries, and custodians and
has agreed to pay Kissel-Blake Inc., $6,500 and out-of-pocket
expenses for such efforts.  In addition to the use of the mails,
certain Directors, officers, and employees may solicit proxies in
person or by use of communications media.  

     The stock transfer books of EG&G will not be closed;
however, the Board of Directors has fixed the close of business on
February 24, 1995, as the record date for determining the
stockholders entitled to receive notice and to vote their shares
at the Annual Meeting.  On the record date, there were 54,716,870
shares of Common Stock outstanding and entitled to vote.  Each
share of Common Stock carries with it the right to cast one vote,
with no cumulative voting.  A majority of issued and outstanding
shares constitutes a quorum.  

     The three items to be acted upon by the stockholders are set
forth on your proxy card and each of them is discussed in detail
on the following pages.  Shares represented by proxy will be voted
at the Meeting in accordance with your instructions, as indicated
on the proxy card.

<PAGE>
     The first item on the proxy card is a proposal to fix the
number of Directors at ten and to elect two Directors for terms of
three years each.  You are provided the opportunity to vote your
shares for granting, or withholding, authority to fix the number
of Directors at ten and to elect the two nominees as a group by
marking the interior of the appropriate box on the proxy card. 
Should you desire to withhold authority to vote for specific
nominees, please identify the exceptions in the appropriate space
provided on the proxy card.  Your shares will be voted as you
indicate.  If you sign and return your proxy card and make no
indication concerning Item No. 1 on the proxy card, your shares
will be voted "For" fixing the number of Directors at ten and
electing the nominees named in this Proxy Statement.

     The second item is a proposal to amend Article 6 of the
Company's Articles of Organization to provide for the
declassification of the Board of Directors, such declassification
to commence with the Annual Meeting of Stockholders in 1996.

     The third item is a stockholder proposal to recommend that
all future non-employee Directors not be granted pension benefits
and that current non-employee Directors voluntarily relinquish
their pension benefits.   

     With respect to Item Nos. 2 and 3, you are provided the
opportunity to vote for or against adopting the proposals or to
abstain from voting.  Your shares will be voted as you indicate,
or not voted if you elect to abstain.  If you do not make an
indication concerning these items, your shares will be voted "For"
I
tem No. 2 and "Against" Item No. 3. 

     Management does not anticipate a vote on any other proposal
at the Annual Meeting.  In the event, however, that another
proposal is properly brought before the Meeting, your shares will
be voted in accordance with management's discretion.

     EG&G's Annual Report to Stockholders for 1994 has already
been mailed to its stockholders or is enclosed herewith.  It
should not be considered either as part of this Proxy Statement or
as incorporated herein by reference.

<PAGE>
                         Votes Required

     The affirmative vote of the holders of a plurality of the
votes cast at the Meeting is required for the election of
Directors.  The affirmative vote of the holders of two-thirds of
the shares of Common Stock issued and outstanding and entitled to
vote is required for the proposal to declassify the Board of
Directors. The affirmative vote of the holders of a majority of
the shares of Common Stock present or represented at the Meeting
is required for the approval of the stockholder proposal to be
voted upon. 

     Shares of Common Stock represented by executed proxies
received by the Company will be counted for purposes of
establishing a quorum at the Meeting, regardless of how or whether
such shares are voted on any specific proposal.  With respect to
the required vote on any particular matter, abstentions and votes
withheld by nominee recordholders who did not receive specific
instructions from the beneficial owners of such shares will not be
treated as votes cast or as shares present or represented and
voting.

 
                       ITEM NO. 1

                   ELECTION OF DIRECTORS

     The Articles of Organization and By-Laws of EG&G provide
that the number of Directors, not less than three nor more than
thirteen, shall be fixed by the stockholders and that
approximately one-third of the Directors shall be elected each
year for terms of three years each.  There are, at present, eleven
Directors of the Company.  The terms of three of the Directors
expire at this year's Annual Meeting; the terms of five other
Directors expire at the Annual Meeting in 1996; and the terms of
the remaining three Directors expire at the Annual Meeting in
1997. Mr. Dean Freed has announced that he will retire from the
Board following the expiration of his term at this year's Annual
Meeting. Mr. Joseph Turley has announced that he will retire from
the Board in June 1995.  

     The Board of Directors has declared it advisable that the
number of Directors be fixed at ten and has nominated the
following persons, both of whom are currently serving as Directors
of the Company, for election as Directors for three-year terms
expiring at the Annual Meeting in 1998:  

                    John M. Kucharski
                    John B. Gray
                    
                   
T
HE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" FIXING THE NUMBER
OF DIRECTORS AT TEN AND FOR ELECTING THE TWO NOMINEES NAMED ABOVE
FOR TERMS OF THREE YEARS EACH.

<PAGE>
     It is intended that the shares represented by proxies will
be voted to fix the number of Directors at ten and for the
election of the two nominees (unless one or more of the nominees
is unwilling or unable to serve) for terms of three years each,
unless a contrary vote is indicated on the proxy cards.  The Board
of Directors knows of no reason why any nominee should be unable
or unwilling to serve, but if such should be the case, the persons
named as proxies in the Proxy may vote for the election of a
substitute. In no event will shares represented by proxies be
voted for more than two nominees.  To apprise you of the
qualifications of the Directors, we are including information
concerning the nominees and the eight incumbent Directors whose
terms of office expire in 1996 or 1997.

<PAGE>
Nominees for Director for a three-year term expiring in 1998

JOHN M. KUCHARSKI:  Age 59; Principal Occupation:  Chairman of the
Board, President and Chief Executive Officer of EG&G.  Member of
the Board of Directors of EG&G since 1986.  Member of the
Executive Committee of the Board of Directors.

John M. Kucharski is Chairman of the Board, President, and Chief
Executive Officer of EG&G.  Mr. Kucharski joined the Company in
1972 when Challenger Research, Inc., a firm he co-founded in 1965,
specializing in research and analysis studies for the U.S. Navy,
was acquired by Hydrospace Research Corporation, an EG&G
subsidiary.  Mr. Kucharski was subsequently named General Manager
of the newly merged company and later assumed responsibility for
EG&G's Wolf Research and Development Corporation, as well.  In
1975, the three companies were combined into a new corporation, 
EG&G Washington Analytical Services Center, Inc., and Mr.
Kucharski was appointed President and General Manager.  He was
promoted to the position of Vice President of EG&G in 1979, and in
1982 was elected a Senior Vice President, assuming responsibility
for all of EG&G's government operations.  He held this position
until his appointment as Executive Vice President in 1985.  He was
promoted to the position of President and Chief Operating Officer
in 1986, was named to the position of Chief Executive Officer in
1987, and elected Chairman of the Board in 1988.  Mr. Kucharski
received a BS degree in electrical engineering from Marquette
University in 1958 and a JD degree from George Washington
University in 1965.  He is a Director of Nashua Corporation, New
England Electric System, State Street Boston Corporation and Eagle
Industry Co., Ltd. Mr. Kucharski serves on the Board of Trustees
of Marquette University and George Washington University. 

JOHN B. GRAY: Age 67; Principal Occupation:  Former President and
Director of Dennison Manufacturing Company, a subsidiary of Avery
Dennison Corporation, a diversified manufacturer serving worldwide
markets for office products, industrial systems, packaging, and
pressure-sensitive base materials.  Member of the Board of
Directors of EG&G since 1983.  Chairman of the Benefit Plans
Investment Committee and a member of the Executive Committee and
the Audit Committee of the Board of Directors.

<PAGE>
John B. Gray is a former President and Director of Dennison
Manufacturing Company.  He joined Dennison Manufacturing Company
in 1951 and, after working in a number of production and general
management positions, was elected a Vice President in 1968. He was
elected Senior Vice President of that Company in 1972 and in 1979
was appointed Executive Vice President, a position he held until
his appointment as President in 1986.  Mr. Gray retired from
Dennison Manufacturing Company in 1991.  He served as a Director
of Dennison Manufacturing Company from 1968 to 1991. Mr. Gray
received an AB degree from Harvard University in 1949 and an MBA
degree from Harvard Business School in 1951.  He also serves as a
Director of the Liberty Mutual Insurance Companies, the Stackpole
Corporation, and the New England Shelter for Homeless Veterans and
is Board Chairman of the Executive Service Corps of New England. 
Mr. Gray is a Trustee of Wentworth Institute of Technology and the
New England Aquarium as well as an Incorporator of the
Massachusetts General Hospital.


<PAGE>
               Directors whose terms expire in 1996

SAMUEL RUBINOVITZ:  Age 65; Principal Occupation:  Retired
Executive Vice President of EG&G.  Mr. Rubinovitz served as
Executive Vice President of EG&G from 1989 until his retirement
from the Company in January of 1994.  He was Senior Vice President
of EG&G in charge of the Company's commercial operations from 1986
to 1989, and Vice President, Electron Devices Group from 1979 to
1986.  Mr. Rubinovitz joined EG&G, Inc. in 1963 as Marketing
Manager for the Electron Products Division and served as General
Manager of the Electro-Optics Division for the period 1970 through
1978.  He was voted a Member of the Board of Directors in 1989 and
is a Member of the Executive Committee and the Corporate
Governance Committee.  He is a Director of Richardson Electronics
Ltd., Chicago, Illinois; Kronos, Inc., Waltham, Massachusetts; KLA
Instruments Corporation, Santa Clara, California; and LTX
Corporation, Westwood, Massachusetts.

WILLIAM F. POUNDS:  Age 67; Principal Occupation:  Professor,
Sloan School of Management, Massachusetts Institute of Technology,
Cambridge, Massachusetts, since 1961.  Dr. Pounds has been a
Member of the EG&G Board of Directors continuously since 1969 and
is a Member of the Compensation and Stock Option Committee and
Chairman of the Corporate Governance Committee of the Board of
Directors.  He is a Member of the American Academy of Arts and
Sciences.  Dr. Pounds also serves as a Director of the Putnam
Funds; the Sun Company, Inc.; M/A COM, Inc.;  Idexx Laboratories,
Inc.; and Perseptive Biosystems, Inc.  He is a Trustee of the
Museum of Fine Arts of Boston and an Overseer of WGBH Educational
Foundation.

ROBERT F. GOLDHAMMER:  Age 64; Principal Occupation:  Principal
shareholder of Concord International Partners, a merchant banking
firm.  He has been a Member of EG&G Board of Directors
continuously since 1981 and is Chairman of the Audit Committee and
a Member of the Benefit Plans Investment Committee of the Board of
Directors.  Mr. Goldhammer served as a Vice President and Vice
Chairman of the Management Committee of Kidder, Peabody & Co.,
Inc. from 1982 to 1986.  Mr. Goldhammer is a Director of Esterline
Technologies and serves as Board Chairman of ImClone Systems
Incorporated.

G. ROBERT TOD:  Age 55; Principal Occupation:  President and Chief
Operating Officer and Director of the CML Group, Inc., a specialty
marketing company.  He was elected a Member of the EG&G Board of
Directors in 1984 and is Chairman of the Compensation and Stock
Option Committee and a Member of the Nominating Committee of the
Board of Directors.  Mr. Tod is co-founder of the CML Group, Inc.
and has served as its President and Chief Operating Officer from
1969 to the present.  Mr. Tod is a Director of SCI Systems, Inc.,
and is a Trustee of Rensselaer Polytechnic Institute and of
Emerson Hospital.

<PAGE>
GRETA E. MARSHALL, CFA:  Age 57; Principal Occupation:  Principal
and founder in 1988 of The Marshall Plan, a financial investment
company with offices in Boston, Massachusetts and Incline Village,
Nevada.  She was elected a Member of the Board of Directors of
EG&G in 1990 and is a Member of the Compensation and Stock Option
Committee and the Benefit Plans Investment Committee of the Board
of Directors.  Ms. Marshall was Director, Investments, Deere &
Company, Moline, Illinois, from 1974 to 1984.  She was President
of Baybanks Investment Management, Boston, Massachusetts, in 1984
and 1985 and Investment Manager of the California Public Employees
Retirement System from 1985 to 1988.  Ms. Marshall  is a Member of
the Editorial Board of CFA Digest and is a Trustee of the AIMR
Investment Management Workshop.

<PAGE>
               Directors whose terms expire in 1997

JOSEPH F. TURLEY:  Age 69; Principal Occupation:  Retired
President and Chief Operating Officer, the Gillette Company. He
has been a Member of the EG&G Board of Directors continuously
since 1977 and is a Member of the Compensation and Stock Option
Committee and the Benefit Plans Investment Committee of the Board
of Directors.  Mr. Turley is a member of the Boards of Directors
of The Gillette Company, 16 investment companies sponsored by New
England Mutual Life Insurance Company, and Copley Properties,
Inc., Boston, Massachusetts.  Active in civic affairs, Mr. Turley
serves on the Board of Directors of the South Boston Neighborhood
House. 
    
KENT F. HANSEN:  Age 63; Principal Occupation:  Professor of
Nuclear Engineering at the Massachusetts Institute of Technology,
Cambridge, Massachusetts. He has been a Member of the EG&G Board
of Directors continuously since 1979 and is a Member of the Audit
Committee, the Nominating Committee, and the Corporate Governance
Committee of the Board of Directors.  As a teacher, author, and
consultant, Dr. Hansen has been active in the areas of nuclear
fuel management, nuclear reactor physics, and reactor safety
analysis.  Dr. Hansen is a Director of Stone & Webster, Inc.  He
is also a Member of the National Academy of Engineering. 

JOHN LARKIN THOMPSON:  Age 64; Principal Occupation:  Of Counsel
to Nutter, McClennen & Fish, a Boston, Massachusetts law firm. 
Mr. Thompson became a Member of the EG&G Board of Directors in
1986 and is Chairman of the Nominating Committee and a Member of
the Corporate Governance Committee of the Board of Directors. Mr.
Thompson is a Director of American Medical Response, Inc.  He is a
Trustee and former Chairman of the New England Aquarium, Chairman
of the Artery Business Committee, Trustee of the Boston Plan for
Excellence, and Trustee of Emmanuel College.  He also served as
Chairman of the United Way of Massachusetts Bay and Chairman of
the Massachusetts Port Authority.  He currently serves as a
Director of several other civic and charitable organizations.
<PAGE>
        
           INFORMATION RELATIVE TO THE BOARD OF DIRECTORS
                   AND CERTAIN OF ITS COMMITTEES

     A formal Audit Committee of the Board of Directors was
created in 1971.  The present Committee, which met five times in
1994, is composed of three Directors - Messrs. Goldhammer
(Chairman), Gray and Hansen, none of whom is an employee of the
Company. 

     The responsibilities of the Audit Committee are (1) to
recommend the particular persons or firm to be employed by the
Company as its independent auditor; (2) to consult with the
persons so chosen to be the independent auditor with regard to the
plan of audit; (3) to review, in consultation with the independent
auditor, its report of audit or proposed report of audit, and the
accompanying management letter, if any; and (4) to consult
periodically with the independent auditor with regard to the
adequacy of internal controls and, if the Committee so chooses, to
consult with the internal auditors, the Chief Financial Officer,
the Corporate Controller, the Treasurer and other officers and
employees as the Committee may deem appropriate.

     The Compensation and Stock Option Committee of the Board of
Directors, which met three times in 1994, is composed of four
Directors - Messrs. Tod (Chairman), Turley and Pounds and Ms.
Marshall.  The Committee reviews and approves the salaries and
incentive compensation of the Chairman of the Board, the Chief
Executive Officer, the President, and the Executive and Senior
Vice Presidents.  The Committee also reviews and approves the
Management Incentive Plans of the Company and its subsidiaries,
administers the stock option plans adopted by the Company, and
reviews and approves such other employment and compensation
matters as it deems necessary and proper.

     The Corporate Governance Committee of the Board of
Directors, which met one time in 1994, is composed of five
Directors - Messrs. Pounds (Chairman), Rubinovitz, Freed, Hansen
and Thompson.  The Committee examines and defines the Board of
Directors' role in corporate governance, formulates policy to deal
with and be responsive to shareholder concerns, and formulates
guidance, for management action, to deal with evolving social
issues, both internal and external to the organization.

<PAGE>
     A Nominating Committee of the Board of Directors was created
in 1991.  The present Committee, which met four times in 1994, is
composed of three Directors -  Messrs. Thompson (Chairman), Tod
and Hansen. The Committee establishes criteria for nomination or
renomination as a Director, develops procedures for the nomination
or renomination process, and identifies and recommends candidates
for nomination to the Board of Directors. Any stockholder desiring
to submit a candidate for consideration by the Nominating
Committee should send sufficient biographical data and background
information concerning the candidate to enable a proper judgment
as to the candidate's qualifications, together with any other
relevant information, to:  Chairman of the Nominating Committee,
c/o EG&G, Inc., 45 William Street, Wellesley, MA 02181.

     A Benefit Plans Investment Committee of the Board of
Directors was created in October of 1991.  The present Committee,
which met one time in 1994, is composed of four Directors -
Messrs. Gray (Chairman), Turley and Goldhammer and Ms. Marshall. 
The Committee reviews the investment of funds held in the
Company's employee benefit plans.

     The Board of Directors also has an Executive Committee
composed of three Directors - Messrs. Kucharski, Rubinovitz and
Gray.   The Committee, which acts as needed during intervals
between Board meetings, has been delegated with all the powers of
the Board except those powers which by law, the Articles of
Organization or the By-Laws of the Company, the Board of Directors
is prohibited from delegating.

Meetings

     The Board of Directors met eight times in 1994.  All
Directors attended at least 75 percent of the aggregate number of
meetings of the Board of Directors and the committees of the Board
on which they respectively served.

Director Compensation

     Directors who are employees of the Company receive no
additional compensation for their services as Directors. 
Directors who are not employees of the Company are paid an annual
retainer fee of $12,000 and $1,000 for each meeting of the Board
that they attend.  Additionally, the Chairmen of the Audit,
Compensation and Stock Option, Corporate Governance, Nominating,
and Benefit Plans Investment Committees receive $4,000 per year
and the other non-employee members of these Committees receive
$3,000 per year.  All non-employee members of these Committees
receive $1,000 for each Committee meeting that they attend unless
the Committee meeting is held on the same day as a Board of
Directors' meeting, in which case, the Committee member receives
$500.

     The Board of Directors approved and adopted the EG&G, Inc.
1990 Director Stock Plan on January 24, 1990 and the stockholders
of EG&G approved the Director Stock Plan at the Annual Meeting of
Stockholders on April 24, 1990.  The Director Stock Plan provides
that on each January 31, non-employee Directors who served for the
preceding calendar year shall receive 800 shares of Common Stock. 
If a Director fails to attend at least 75 percent of the aggregate
number of meetings of the Board and the committees on which the
Director served during the preceding year, the number of shares of
Common Stock will be reduced to 400 shares and no shares will be
issued if a Director fails to attend 50 percent of such meetings. 
In accordance with the Director Stock Plan, in February of 1995,
each of the ten non-employee Directors who served as Directors for
the 1994 calendar year received 800 shares of Common Stock, with a
fair market value to each such Director at that time of $11,150. 

     In addition to the foregoing, the Company has a Deferred
Compensation Plan for non-employee Directors.  The Plan provides
for an annual payment to be made by the Company to the eligible
Director or his estate in an amount equal to 100 percent of the
Director's annual retainer fee in effect at the time the
Director's service on the Board ceases due to death, retirement,
or resignation.  The annual payments will be made for the greater
of five years or the number of years the Director served on the
Board.

     The Company also has established the EG&G, Inc. Directors
Charitable Contribution Program for certain outside Directors.  To
be eligible under the program, the Director must be an outside
director with no previous employment with the Company and have
either been a member of the Company's Board of Directors as of
January 1, 1992 or have otherwise completed five years of service
on the Board.  Under this program, the Company will contribute,
upon the death of an eligible Director, a total of $1,000,000 to
one or more qualifying charitable organizations named by the
Director.  The program is funded through a life insurance policy
on each such eligible Director, with the life insurance proceeds
payable to EG&G.
 

<PAGE>

           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table identifies the only persons known to the
Company to be beneficial owners of five percent or more of the
outstanding shares of Common Stock.  The information in this table
and the footnotes is taken from a Schedule 13G dated February 10,
1995, filed by INVESCO PLC, a Schedule 13G dated January 10, 1995,
filed by The Regents of the University of California, and a
Schedule 13G dated February 13, 1995, filed by FMR Corp. with the
Securities and Exchange Commission.  


<TABLE>
N
ame and Address      Amount and Nature Percent of
of Beneficial         of Beneficial     Class
Owner                 Ownership (1)     
_______________       _________________ ___________
<S>                   <C>               <C>
INVESCO PLC (2)       4,620,550  (2)    8.4%

INVESCO North American
Group, Ltd. (2)

INVESCO, Inc. (2)

INVESCO North American
Holdings, Inc. (2)

INVESCO Capital
Management, Inc. (2)
c/o 11 Devonshire Square
London EC2M 4YR
England

The Regents of the    
University  of California
300 Lakeside Drive
Office of the Treasurer
Oakland, CA   94612   3,343,000   (3)   6.06%

FMR Corp.             
82 Devonshire Street
Boston, MA 02109      4,079,909   (4)   7.40%

</TABLE>


                             NOTES  

(1)  There are no shares included with respect to which such
persons have a right to acquire beneficial ownership.

<PAGE>
(2)  The Schedule 13G filed by INVESCO PLC on behalf of itself, as
the parent holding company, and its subsidiaries, INVESCO North
American Group, Ltd., INVESCO Group Services, Inc., INVESCO, Inc.,
INVESCO North American Holdings, Inc., and INVESCO Capital
Management, Inc. (the "Reporting Persons") states that each of the
foregoing Reporting Persons is the beneficial owner of the same
4,620,550 shares and that each of the Reporting Persons has shared
voting power and shared dispositive power over those 4,620,550
shares.  Each of the Reporting Persons declares that the filing of
the Schedule 13G shall not be deemed as an admission that it is
the beneficial owner of the securities covered by the Schedule.

(3)  The Schedule 13G filed by The Regents of the University of
California states that it has sole voting power and sole
dispositive power over 3,343,000 shares.

(4)  The Schedule 13G filed by FMR Corp. states that FMR Corp. has
sole dispositive power with respect to 4,067,284 shares held by
various investment companies to which FMR Corp. acts as investment
adviser (including 3,170,000 shares which are held by Fidelity
Puritan Fund) and has sole voting power and sole dispositive power
with respect to 12,625 shares held by a subsidiary of FMR Corp.

<PAGE>

                 SECURITY OWNERSHIP OF MANAGEMENT
                           
     The following table shows the number of shares of Common
Stock owned of record or beneficially (including unexercised stock
options) on February 1, 1995, (i) by each of the Directors and
nominees for Director individually, (ii) by each of the executive
officers named in the Summary Compensation Table,  and (iii) by
all of the executive officers, Directors, and nominees for
D
irector as a group.  No Director, nominee for Director, or
executive officer of the Company owned any equity securities of
the Company other than Common Stock on that date.


<TABLE>
                              Amount and Nature of        Percent 
Name                          Beneficial Ownership        of Class       
_____________________         ____________________        _________
<S>                           <C>                         <C>
John M. Kucharski(1)(2)              433,162               *    
Fred B. Parks(1)                      93,461               *
Edward H. Snow(1)(2)                 125,985               *
Charles M. Williams(1)(2)            122,184               *
James O. Zane(1)(2)                  111,597               *
Samuel Rubinovitz(1)(2)              116,108               *
Dean W. Freed(1)                      44,024               *
William F. Pounds                     15,200               *
Joseph F. Turley                      15,600               *
Kent F. Hansen                         4,000               *
Robert F. Goldhammer                  14,000               *
John B. Gray                          11,800               *
G. Robert Tod                          9,000               *        
John Larkin Thompson                   6,800               *  
Greta E. Marshall                      3,800               *


All executive officers, Directors, nominees for 
Director, of the Company as a Group, 33 in number, 
including those listed above (1)(2) 

                                     1,968,171             3.5%
                      
*Less than 1%


                       NOTES 

1)  The amounts shown as beneficially owned by Messrs. Kucharski,
Parks, Snow, Williams, Zane, Rubinovitz, and Freed, and by all
executive officers,  Directors, and nominees for Director as a
group, include 374,000, 87,600, 68,700, 91,900, 103,300, 99,000,
14,824, and $1,652,324 shares, respectively, which are obtainable
only upon exercise of, and payment for, outstanding, unexercised
stock options.
<PAGE>
(2)  Owners of all shares shown have sole voting and investment
power except Messrs. Kucharski, Snow, Williams, Zane, and
Rubinovitz and certain executive officers of EG&G, not identified
by name in the above Table, as a group, who share investment
and/or voting power over 24,962 shares, 54,986 shares, 20,684
shares, 8,297 shares, 5,940 shares, and 22,057 shares,
respectively.  The number of shares stated as being owned
beneficially includes shares held beneficially by spouses, minor
children, and certain trusts; the inclusion of such shares in the
Proxy Statement, however, does not constitute an admission that
the executive officers, Directors, or nominees for Director are
direct or indirect beneficial owners of such shares.

<PAGE>
          BOARD COMPENSATION COMMITTEE REPORT
               ON EXECUTIVE COMPENSATION


     The Compensation and Stock Option Committee (Committee) of
the Board of Directors is composed of four independent outside
Directors.  The Committee's report on executive compensation
follows. 

Overall Philosophy

     The Company's overall executive compensation philosophy is
based on the premise that compensation should be aligned with and
support the Company's business strategy and long-term initiatives,
enhance shareholder value and be competitive with that offered by
comparable companies.  Under the guidance of the Committee,
compensation policies have been designed which link executive
compensation to the attainment of the Company's specific goals.  
These policies also allow the Company to attract and retain those
senior executives critical to the long-term success of a highly
diversified organization by providing a competitive compensation
package and recognizing and rewarding individual contributions. 
The key elements of the Company's executive compensation are base
salary, annual incentive awards, and stock options.

     Section 162(m) of the Internal Revenue Code which became
effective January 1, 1994 generally limits the deductibility of
annual compensation for certain officers to $1 million. It is the
general intention of the Committee to assure that officer
compensation will meet the Section 162(m) requirements for
deductibility.  However, the Committee reserves the right to use
its judgment to authorize compensation payments which may be in
excess of the limit when the Committee believes such payment is
appropriate, after taking into consideration changing business
conditions or the officer's performance, and is in the best
interest of the shareholders.  The Committee will review its
policy concerning Section 162(m) on a year by year basis.
             
Base Salary

     Each year, the Committee reviews and establishes the base
salary of the Chief Executive Officer based on the Company's
performance, as measured by a combination of factors consisting
principally of sales, earnings per share growth, return on equity,
and on a comparison to executive compensation in other companies
as revealed by the surveys referred to below.  The Committee also
reviews, approves or modifies, as deemed appropriate by the
Committee, a salary plan recommended by the Chief Executive
Officer and the Vice President of Human Resources for the
positions of President, Executive Vice President and Senior Vice
President.  This plan, developed by the Human Resources staff, is
based on the performance of each such Officer while taking into
consideration the Company's performance as measured by the factors
described above.  
<PAGE>
     Two national surveys are used to provide general overall
guidance with respect to compensation levels.  A special study is
also conducted that contains compensation data on approximately 20
companies in the S&P High Technology Composite Index. The S&P High
Technology Composite Index was chosen because it is comprised of
companies in businesses similar to that of the Company and is one
of the indices with which the Company's cumulative total
shareholder return is compared in this Proxy Statement. The
special compensation study was performed by a major consulting
firm utilizing the compensation data contained in their
compensation data bank.  The report shows the average base and
average total compensation for selected officer positions for
companies comparable in size to EG&G, Inc. Generally, the
compensation levels of EG&G officers are comparable with those for
similar positions within the companies included in the above-mentioned surveys.

     In view of uncertain economic conditions in the U.S. and
throughout the world, the base salaries of all officers, upon
recommendation of the Chief Executive Officer and the approval of
the Committee, were frozen from December, 1990 through the end of
1993.  Officers who were promoted or whose salaries were found to
be significantly below comparable data were eligible for salary
adjustments. The salary freeze was discontinued at the end of
1993.  In accordance with the Company's policy to pay competitive
salaries, the base salary of most officers was increased in
January 1994.  Mr. Kucharski's base salary was increased to
$650,000 per year in January 1994.  

Annual Incentive Plan

     Each year, the Committee reviews, approves or modifies as
deemed appropriate, incentive plans based on performance goals
established for each operating unit.  Incentive awards are
normally paid in cash upon the completion of the annual audit. 
The performance goals for Headquarters executives are earnings per
share growth and return on equity.  The performance goals for each
operating unit are normally one, or a combination of, the
following measurements: sales growth, profit growth , the
operating profit to sales ratio, return on net investment, and
cash flow.  The incentive pool earned  by any operating unit may
be decreased  by up to 50% in the event the Company does not
attain its earnings per share growth goal.  Individual incentive
awards are made on the basis of responsibility and contribution to
the operating unit's performance.

     Because 1994 earnings per share did not meet the established
goal for 1994, Mr. Kucharski was not eligible to receive a 1994
incentive award.


<PAGE>
Stock Options

     Many studies indicate a correlation between stock ownership
and performance.  Under the Company's Stock Option Plans, stock
options are granted to the Company's senior executives following
guidelines established by the Committee.  These guidelines are
based primarily on competitive industrial practice as revealed by
a long-term executive compensation survey covering a large number
of public companies in a variety of industries in which the
Company participates.  The survey data show that the normal stock
option award is a multiple of base salary.  Beginning in 1991, the
Committee began to use the Black-Scholes option pricing method as
the basis for determining the value of the option grants.  This
method takes into consideration a number of factors including the
stock's volatility, dividend rate, option term, and interest rates
to estimate the option's present value.  Mr. Kucharski was granted
an option on 75,000 shares in 1994 based on the survey data and
the application of the Black-Scholes option pricing method.

     Stock options are classified as long-term incentives and are
intended to link the long-term interests of the executive with
those of the stockholder.  Stock options will provide value to the
optionee only when the price of EG&G stock increases above the
option price.  All options are granted with an exercise price
equal to the fair market value on the date of the grant.

Compensation and Stock Option Committee

G. Robert Tod (Chairman)                Joseph F. Turley
William F. Pounds                       Greta E. Marshall



<PAGE>
                  STOCK PERFORMANCE GRAPH

     Set forth below is a line graph comparing the cumulative
total shareholder return on the Company's Common Stock against the
cumulative total return of the S&P Composite-500 Stock Index and
the S&P High Technology Composite Index for the period of five
fiscal years commencing January 1, 1990 and ended January 1, 1995.

          Comparison of Five-Year Cumulative Total Return*
          EG&G, Inc. Common Stock, S&P Composite-500 and 
          S&P High Technology Composite Indices



</TABLE>


<TABLE>
                              Indexed Returns
                              Year Ending

<S>                   <C>   <C>     <C>     <C>     <C>     <C>
Company/Index         Dec.  Dec.    Dec.    Dec.    Dec.    Dec.
                      1989  1990    1991    1992    1993    1994

S&P 500 Index         100    96.90  126.42  136.05  149.76  151.74
EG&G, Inc.            100    93.15  152.76  123.14  118.28   94.10
High Tech Composite   100   102.12  116.50  121.31  149.22  173.92
</TABLE>


* Assumes that the value of the investment in EG&G, Inc. Common
Stock and each index was $100 on December 31, 1989 and that all
dividends were reinvested.

<PAGE>
     The following table sets forth information concerning the
annual and long-term compensation for services to the Company for
the 1992, 1993, and 1994 fiscal years, of those persons who were,
at January 1, 1995 (i) the chief executive officer, and (ii) the
other four most highly compensated executive officers of the
Company.


<TABLE>

               SUMMARY COMPENSATION TABLE
Annual Compensation
<S>                   <C>       <C>      <C>      <C>         <C>
                                                  Other 
                                                  Annual
                                                  Compen-
Name and                        Salary   Bonus    sation(1)
Principal Position    Year      ($)      ($)      ($)               

John M. Kucharski     1994      647,885         0
Chairman of the       1993      540,020         0
Board, President,     1992      540,020   230,000
and  Chief
Executive Officer

Fred B. Parks         1994      333,350         0
Senior Vice           1993      241,438    70,000
President             1992      222,012   120,000

Edward H. Snow        1994      220,329    88,200
Vice President        1994      190,320         0
                      1992      190,320    75,000

C. Michael Williams   1994      249,439    37,300
Vice President        1993      220,012    70,000
                      1992      220,012    85,500

James O. Zane         1994      274,476         0
Senior Vice           1993      250,016         0
President             1992      210,000   150,000


<PAGE>
           SUMMARY COMPENSATION TABLE (CONT.)
Long-Term Compensation
                               Awards                     Payouts
                                                               All
                              Restricted  Securities           Other
                              Stock       Underlying   LTIP    Compen
Name and                      Award(s)    Options      Payouts sation(2)
Principal Position    Year       ($)        (#)        ($)     ($)

John M. Kucharski     1994                 75,000                33,434
Chairman of the       1993                 60,000                36,249
Board, President,     1992                 50,000                39,746
and  Chief
Executive Officer

Fred B. Parks         1994                 35,000                 3,300
Senior Vice           1993                 20,000                 7,099
 President            1992                 20,000                 4,437

Edward H. Snow        1994                 17,500                17,412
Vice President        1994                 12,000                19,560
                      1992                 10,000                21,882

C. Michael Williams   1994                 19,000                15,026
Vice President        1993                 12,600                17,400
                      1992                 12,600                18,555

James O. Zane         1994                 12,500                17,288
Senior Vice           1993                 22,500                19,692
 President            1992                 25,000                25,660
</TABLE>

                                                   NOTES

(1) Perquisities and other personal benefits did not in the
aggregate reach the lesser of $50,000 for any named executive
officer or 10 percent of the total of annual salary and bonus
reported in this table for such executive.

(2) This column includes the actuarial benefit to the named
executive officer of the split-dollar life insurance policy
established in 1991 and the Company's contribution to the EG&G,
Inc. Savings Plan.  The actuarial benefit of the split-dollar life
insurance to Messrs. Kucharski, Parks, Snow, Williams, and Zane is
$28,484, $0, $12,462, $10,076, and $12,338, respectively.  The
Company makes no contribution to the term life portion of the
split-dollar life insurance premium.  The named executive officer
contributes an amount each year to the split-dollar life insurance
policy equal to the cost of the term life insurance under the
policy. The amount reported in the column for 1994 for Messrs.
Kucharski, Parks, Snow, Williams, and Zane includes $4,950,
$3,300, $4,950, $4,950, and $4,950, respectively, as the Company's
contribution to the EG&G, Inc. Savings Plan for the aforementioned
executives.
<PAGE>
                        PENSION PLANS

Employees Retirement Plan

     The Company and its subsidiaries maintain several basic
retirement plans for the benefit of their employees, including
officers.  With four exceptions, all of the executive officers,
including all of the five highest compensated executive officers,
participate in the EG&G, Inc. Employees Retirement Plan (the
"Retirement Plan"), the principal features of which are as
follows.  

     Subject to maximum benefit limitations prescribed by law, a
participant will be entitled to receive an annual payment equal to
the sum of 0.85 percent of the participant's Final Average
Earnings (the average of the employee's base salary for the five
consecutive highest-salaried years out of the last ten years of
credited service with the Company) multiplied by the number of
years of credited service with the Company plus 0.75 percent of
the excess of such earnings over the Social Security Tax Base
multiplied by the number of years of credited service (not in
excess of 35) with the Company.  All of the employees of EG&G,
Inc. who participate in the Retirement Plan are required to either
complete five years of service or reach their normal retirement
date before they have a vested interest in the Retirement Plan.

     The following table sets forth information with respect to
estimated annual benefits under the Retirement Plan, payable upon
retirement to persons in the specified ranges of compensation and
years of service.


<PAGE>
                   PENSION PLAN TABLE
               ANNUAL ESTIMATED BENEFITS
 UNDER THE EG&G, INC. EMPLOYEES RETIREMENT PLAN(1)(2)


                    Years of Service

<TABLE>
Final
Average
Earnings     15 Years  20 Years  25 Years  30 Years 35 Years
<S>          <C>       <C>       <C>       <C>      <C>
$500,000     $117,233  $118,800  $118,800  $118,800  $118,800
 475,000      111,233   118,800   118,800   118,800   118,800
 450,000      105,233   118,800   118,800   118,800   118,800
 400,000       93,233   118,800   118,800   118,800   118,800
 375,000       87,233   116,310   118,800   118,800   118,800
 350,000       81,233   108,310   118,800   118,800   118,800
 325,000       75,233   100,310   118,800   118,800   118,800
 300,000       69,233    92,310   115,388   118,800   118,800
 275,000       63,233    84,310   105,388   118,800   118,800
 250,000       57,233    76,310    95,388   114,465   118,800
 225,000       51,233    68,310    85,388   102,465   118,800
 200,000       45,233    60,310    75,388    90,465   105,543
 175,000       39,233    52,310    65,388    78,465    91,543
 150,000       33,233    44,310    55,388    66,465    77,543
 125,000       27,233    36,310    45,388    54,465    63,543
 100,000       21,233    36,310    35,388    42,465    49,543
  75,000       15,233    20,310    25,388    30,465    35,543
  50,000        9,233    12,310    15,388    18,465    21,543
</TABLE>

                           NOTES 

(1)For the purpose of calculating the amounts shown in the above
table, it is assumed that the participants in the specified ranges
retired on December 31, 1994, and at age 65, and that all payments
were made on a straight life annuity basis.  These payments are
not subject to any deduction for Social Security benefits.
  
(2)Messrs. Kucharski, Parks, Snow, Williams, and Zane have
respectively 29, 18, 6, 29, and 2 years of credited service under
the EG&G, Inc. Employees Retirement Plan; and $150,000 of the 1994
compensation of each of Messrs. Kucharski, Parks, Snow, Williams,
and Zane is covered by the Retirement Plan.  The reasons for the
difference between the amounts shown in the Summary Compensation
Table and the amounts disclosed above are that  compensation in
excess of $150,000 and all incentive payments and deferred
compensation amounts, other than amounts deferred under savings
plans, are excluded in determining the compensation covered by the
Retirement Plan.

<PAGE>
Supplemental Executive Retirement Plan

      In addition to the basic benefit plan outlined in the table
above, the Company has created the EG&G, Inc. Supplemental
Executive Retirement Plan (the "Supplemental Plan"), which
provides additional benefits for executive officers.  Officers at
the Vice Presidential level and above, the General Counsel, the
Corporate Controller, the Treasurer, the Assistant Treasurer, the
Assistant Clerk, and others designated by the Board of Directors
are eligible to receive benefits under the Supplemental Plan when
they have reached 55 years of age and completed five years of
service.  In the event of a change of control as defined in the
Supplemental Plan, however, participants in the Supplemental Plan
are eligible to receive benefits regardless of age or years of
service.  If a participant dies prior to attaining age 55, but
after the completion of five years of service, the participant's
eligible spouse is entitled to receive a benefit in the form of a
50 percent surviving spouse option commencing on the date the
participant would have attained age 55.  

      During 1994, the Company charged $1,477,067 as an expense
for the Supplemental Plan and made payments to retired officers
and beneficiaries in the amount of $343,552.  While the Company is
not required to fund the Supplemental Plan, effective April 6,
1989, the EG&G, Inc. Non-Qualified Benefit Trust Agreement (the
"Trust") was established by and between EG&G, Inc. and The Boston
Safe Deposit and Trust Company.  As of December 31, 1994, the
Trust had a balance of $6,022,104.  The purpose of the Trust is to
provide greater assurance of the receipt of Supplemental Plan
benefits.  Amounts held in the Trust are subject to the claims of
the Company's general creditors in the event of the Company's
insolvency or bankruptcy.

      The Supplemental Plan is administered by the Compensation
and Stock Option Committee of the Board of Directors.  The Board
of Directors may amend or terminate the Supplemental Plan at any
time; however, such amendment or termination shall not reduce or
eliminate the benefit payments currently being made or the accrued
plan benefit of any participant.  

      The Supplemental Plan provides an annual benefit payable at
retirement equal to:

(a) 0.85 percent of average total compensation (as defined below)
for each year of credited service, plus 0.75 percent of average
total compensation in excess of the Social Security Tax Base, less
(b),

(b) 100 percent of the participant's benefit accrued at date of
termination and payable at normal retirement age under any
Company-funded retirement plan, plus (c),

<PAGE>
(c) The reduction, if any, to the early retirement benefit payable
from any Company-funded retirement plan due to the limitations as
set forth in Section 415(b) of the Internal Revenue Code of 1986.
 
      The benefit payable under the Supplemental Plan, however,
shall in no event be less than (c) above.

      Years of service after age 65 are not counted in determining
benefits under the Supplemental Plan, nor is any actuarial
adjustment made as a result of retirement before or after age 65. 
Average total compensation is the average of a participant's total
cash compensation for the highest-compensated consecutive five
years of credited service out of his last ten years of credited
service prior to age 65 (or his age at earlier termination of
employment).

      Messrs. Kucharski, Snow, Williams, and Zane have reached the
minimum age of eligibility for retirement under the Supplemental
Plan.  In combination with the amounts payable under the EG&G,
Inc. Employees Retirement Plan, Messrs. Kucharski, Snow, and
Williams would receive $259,900, $16,573, and $103,386,
respectively, assuming they retired on the last day of 1994 and
received benefits in the form of a lifetime income.  In
combination with the amounts payable under the EG&G, Inc.
Employees Retirement Plan and the Idaho National Engineering
Laboratory Employee Retirement Plan, Mr. Zane would receive
$144,121, assuming he retired on the last day of 1994 and received
benefits in the form of a lifetime income. 

Employment and Other Agreements

      Compensation in the form of salary to Mr. Kucharski is paid
pursuant to a three-year employment agreement with the Company
dated November 1, 1993, automatically renewable for successive 3-year 
intervals, which provided for a minimum annual payment in
1994 of $650,000.  Compensation in the form of salary to Messrs.
Parks, Snow, Williams, and Zane is paid pursuant to one-year
employment agreements with the Company dated November 1, 1993,
automatically renewable for successive 1-year intervals, which
provided for minimum annual payments in 1994 of $334,984,
$220,532, $250,016, and $274,976, respectively.

      All of the employment agreements with the named executive
officers contain provisions that provide that in the event of a
change in control of the Company, the employment term shall be
extended for a period of five (5) years from the date of the
change of control.  Following a change in control, if the named
executive is terminated without "cause" or resigns for "good
reason" (each as defined in the agreement), the named executive is
entitled to receive a severance payment equivalent to five (5)
years of base salary plus bonuses and continuation of certain
benefits for five (5) years from the date of termination. 

<PAGE>
      Generally, a change in control will be deemed to have
occurred in any of the following circumstances:

1)    the acquisition of 30% or more of the outstanding voting
stock of the Company by any person or entity;

2)    during any period of two consecutive years, persons serving
as Directors of the Company and those replacements or additions
approved by a two-thirds vote of the Board, cease for any reason
to constitute a majority of the Board;

3)    the stockholders of the Company approve a merger or
consolidation in which the voting securities of the Company
outstanding immediately prior thereto would end up representing
50% or less of the voting power of the surviving entity; or

4)    a plan for the complete liquidation or an agreement for the
sale or disposition of all or substantially all of the assets of
the Company is approved by the stockholders of the
Company. 

All of the employment agreements with the named executive
officers, with the exception of Mr. Kucharski's employment
agreement, contain provisions that provide that upon termination
initiated by the Company without cause, apart from a change in
control situation, each executive would be entitled to
continuation of his or her salary, bonus, and employee benefits
for one (1) year from the date of termination.  Mr. Kucharski's
employment agreement provides that he would be entitled to the
continuation of his salary, bonus, and employee benefits for three
(3) years from the date of termination. 

      In July 1994, the Company entered into an agreement with Mr.
Richard Delio in connection with Mr. Delio's resignation as the
Company's Senior Vice President and Chief Financial Officer.  In
accordance with the agreement, the Company paid Mr. Delio a lump
sum severance payment of $562,510.  

      In May and August 1994, respectively, the Company entered
into agreements with Mr. Louis Williams and Mr. Elmar Illek, then
Company Vice Presidents, relating to the terms of their separation
from the Company.  Pursuant to the agreements, the Company paid to
Mr. Williams and Mr. Illek lump sum severance payments of $272,646
and $664,000, respectively.

      The Company has a renewable one-year consulting agreement,
dated January 1, 1994, with Mr. Samuel Rubinovitz, a Director and
former Executive Vice President of the Company.  The Company paid
Mr. Rubinovitz $13,425 in 1994 for services rendered pursuant to
the consulting agreement. 

<PAGE>
OPTION GRANTS
      
      The following table sets forth information on grants of
stock options pursuant to the EG&G, Inc. 1992 Stock Option Plan
during the fiscal year ended January 1, 1995, to the officers
identified in the Summary Compensation Table.  No stock
appreciation rights were granted under that Plan during the last
fiscal year.


<TABLE>
              OPTION GRANTS TABLE
            OPTION GRANTS IN LAST FISCAL YEAR (1)
                                           GRANT
                                           DATE
     INDIVIDUAL GRANTS                     VALUE (2)
<CAPTION>
_______________________________________________________________________
                 NUMBER OF   % OF TOTAL
                 SECURITIES  OPTIONS    EXERCISE              GRANT
                 UNDERLYING  GRANTED TO  OR BASE              DATE
                  OPTIONS    EMPLOYEES  PRICE PER             PRESENT
                  GRANTED    IN FISCAL  SHARE(3)  EXPIRATION  VALUE(2)
NAME                (#)       YEAR      ($)       DATE        ($)
_______________________________________________________________________
<S>                 <C>       <C>      <C>        <C>         <C>
John M. Kucharski   75,000    10.2     14.2500    12/20/04    401,250
Fred B. Parks       35,000     4.7     14.2500    12/20/04    187,250
Edward H. Snow      17,500     2.4     14.2500    12/20/04     93,625
Charles M. Williams 19,000     2.6     14.2500    12/20/04    101,650
James O. Zane       12,500     1.7     14.2500    12/20/04     66,875
</TABLE>


                             NOTES

(1)  All options granted by the Company in 1994 to the officers
identified above are non-statutory options and vest in 20%
increments over a period of five (5) years.  The options become
fully vested and immediately exercisable upon the death of the
optionee while in the employ of the Company; upon termination of
the optionee's employment due to permanent and total disability or
upon retirement at a Company-recognized retirement age; or upon a
change in control of the Company.

(2)  The Black-Scholes option pricing model was chosen to estimate
the grant date present value of the options set forth in this
table.  The assumptions used at the time of grant in December of
1994 included expected market volatility of 27%, a 6 1/4% risk-free 
rate of return, a 2.3% dividend yield, and a 10-year exercise
period.

(3)  The exercise or base price is equal to the fair market value
of the Common Stock as determined by the closing price on the New
York Stock Exchange-Composite Transactions on December 20, 1994,
the date of grant.
<PAGE>
Option Exercises and Fiscal Year-End Values

     The following table sets forth information with respect to
option exercises during the 1994 fiscal year and the number and
value of unexercised options to purchase the Company's Common
Stock held by the officers named in the Summary Compensation Table
at the end of the 1994 fiscal year.


<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL         
             YEAR-END OPTION VALUE TABLE
<CAPTION>
__________________________________________________________________
                                        Number of        
                                        Securities        Value of
                                        Underlying        Unexercised
                                        Unexercised       In-The-Money
                  Shares                Options at        Options at    
                  Acquired     Value    FY-End            FY-End
                  on Exercise  Realized   (#)              ($)
Name                    (#)    ($)      Exercisable/      Exercisable/
                                        Unexercisable     Unexercisable(1)
__________________________________________________________________
<S>                     <C>    <C>      <C>               <C>
John M. Kucharski           0       0   299,000/75,000    0/0
Fred B. Parks               0       0    52,600/35,000    0/0
Edward H. Snow            800   3,300    51,200/17,500    0/0
C. Michael Williams     3,500   9,625    72,900/19,000    0/0
James O. Zane           2,200   7,425    90,800/12,500    0/0

</TABLE>


(1) Based on the fair market value (determined by averaging the
high and the low selling price) on the New York Stock
Exchange-Composite Transactions of the Company's Common Stock on
December 30, 1994 ($14.25).

<PAGE>
 
                      ITEM NO. 2


AMENDMENT OF THE COMPANY'S ARTICLES OF ORGANIZATION TO PROVIDE FOR
THE DECLASSIFICATION OF THE BOARD OF DIRECTORS, SUCH
DECLASSIFICATION TO COMMENCE WITH THE ANNUAL MEETING OF
STOCKHOLDERS IN 1996.

Item 6 of the Company's Articles of Organization at present
provides for the division of the Board of Directors into three
classes, each class consisting as nearly as possible of one-third
of the total number of Directors, with each class of Directors
having a separate or staggered three-year term of office. 
Pursuant to a review undertaken by the Corporate Governance
Committee of the Board of Directors, the Board has determined that
eliminating the classified Board and instead having all of EG&G's
Directors elected annually would best serve the interests of the
Company and its stockholders.  The Board has determined that this
change should be implemented on a prospective basis, commencing
with the Annual Meeting of Stockholders in 1996, so as not to
shorten the term for which any incumbent Director already has been
elected to serve.  Thus, as proposed to be amended, the revised
Articles of Organization would provide that at each Annual Meeting
of Stockholders, commencing with the Annual Meeting of
Stockholders in 1996, the successors of the Directors whose terms
expire in that year shall be elected for a one-year term. 
Accordingly, upon the expiration in 1998 of the terms of the
Directors elected at this year's Annual Meeting, all Directors
will be elected to hold office for a one-year term.Accordingly,
Management will present to the Meeting a proposal that the
Company's Articles of Organization be amended to declassify the
Board of Directors as discussed above by deleting Item 6 of the
Company's Articles of Organization and substituting therefor a
revised Item 6 as set forth in Exhibit A to this Proxy Statement.

T
HE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF ORGANIZATION TO
DECLASSIFY THE BOARD OF DIRECTORS.



                       ITEM NO. 3


STOCKHOLDER PROPOSAL TO RECOMMEND THAT ALL FUTURE NON-EMPLOYEE
DIRECTORS NOT BE GRANTED PENSION BENEFITS AND THAT CURRENT NON-EMPLOYEE
DIRECTORS VOLUNTARILY RELINQUISH THEIR PENSION BENEFITS. 

     Management has been advised that a stockholder (name and
address and Common Stock holdings of proponent will be supplied
upon oral or written request to the Clerk of the Corporation)
intends to introduce a proposal at the Annual Meeting which
recommends that all future non-employee Directors not be granted
pension benefits and that current non-employee Directors
voluntarily relinquish their pension benefits.
<PAGE>
THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO ITEM NO. 3


The Company has a Deferred Compensation Plan for non-employee
Directors.  The Plan provides for the payment of an annual benefit
to the Director or his or her estate in an amount equal to the
Director's annual retainer fee in effect at the time the
Director's service on the Board ceases due to death, retirement,
or resignation.  The payments are made for the greater of five
years or the number of years the Director served on the Board.
<PAGE>
Management believes that it is in the best interests of the
Company and its stockholders to have capable and experienced
individuals serving on the Company's Board of Directors.  In order
for the Company to be able to attract and to motivate such
individuals, it is necessary for the Company to provide a benefits
package competitive with that of other major corporations.  The
benefits offered by EG&G, including the Deferred Compensation
Plan, are representative of those offered by other large
corporations to their outside directors.

With the increased recognition of the link between corporate
governance and the long-term strategic success of a corporation,
the demands on the time, commitment and expertise of individuals
serving as directors of a major public corporation have risen to
new levels.  Accompanying these increased demands, has been a
commensurate increase in director liability and accountability. 
The Company believes that it is necessary to compensate its
Directors for their time and expertise.  It strongly disagrees
with the proponent that the providing of benefits to the Company's
outside Directors such as the Deferred Compensation Plan will
cause the Company's Directors to compromise their fiduciary
responsibilities to the stockholders and, in effect, "rubber-stamp"
management policies and initiatives to serve their own
self-interest.  The Company believes that its compensation package
to outside directors not only helps to align the interests of its
Directors with those of the Company but also provides for involved
and motivated outside Board members with the capability and
expertise to help create and insure the long-term growth and
success of the Company. 
 

                TEXT OF STOCKHOLDER PROPOSAL
                                    
     "RESOLVED, that the shareholders assembled in person and by
proxy, recommend (i) that all future non-employee directors not be
granted pension benefits and (ii) current non-employee directors
voluntarily relinquish their pension benefits."

             SUPPORTING STATEMENT OF STOCKHOLDER

     "Aside from the usual reasons, presented in the past,
regarding "double dipping", that is outside (non-employee)
directors who are in almost all cases amply rewarded with their
pension at their primary place of employment, and in many
instances serving as outside pensioned directors with other
companies, there are other more cogent reasons that render this
policy as unacceptable.

<PAGE>
     "Traditionally, pensions have been granted in both the
private and public sectors for long term service.  The service
component usually represents a significant number of hours per
week.  The practice of offering pensions for consultants is a
rarity.  Outside directors' service could logically fit the
definition of consultants and pensions for this type of service is
an abuse of the term.

     "But more importantly, outside directors, although retained
by corporate management, namely the C.E.O., are in reality
representatives of shareholders.  Their purpose is to serve as an
impartial group to which management is accountable. Although
outside directors are certainly entitled to compensation for their
time and expertise, pensions have the pernicious effect of
compromising their impartiality.  In essence, pensions are
management's grants to outside directors to insure their
unquestioning loyalty and acquiescence to whatever policy
management initiates, and at times, serving their own self
interests.  Thus, pensions become another device to enhance and
entrench management's controls over corporate policies while being
accountable only to themselves.  As a founding member of the
Investors Rights Association of America I feel this practice
perpetuates a culture of corporate management "cronyism" that can
easily be at odds with shareholder and company interest.
<PAGE>
     "A final note in rebuttal to management's contention that
many companies offer their outside directors pensions, so they can
attract and retain persons of the highest quality.  Since there
are also companies that do not offer their outside directors
pensions, can management demonstrate that those companies that
offer pensions have a better performance record than their non-pensioned 
peers?  In addition, do we have any evidence of a significant improvement
in corporate profitability with the advent of pensions for outside directors?

     "I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION."


     ________________________________________________



T
HE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.



OTHER MATTERS

     The Board of Directors knows of no other business which will
be presented for consideration at the Meeting other than that
described above.  However, if any other business should come
before the Meeting, it is the intention of the persons named in
the Proxy to vote, or otherwise act, in accordance with their best
judgement on such matters.               


                 SELECTION OF AUDITORS

     On January 25, 1995, the Board of Directors selected the
firm of Arthur Andersen LLP, independent public accountants, to
act as the Company's auditors and to audit the books of the
Company and its subsidiaries for 1995.  Arthur Andersen LLP is
currently performing these duties and has done so continuously
since 1968.

     Representatives of Arthur Andersen LLP have been invited to
the Annual Meeting and are expected to be present and will have an
opportunity to make a statement if they so desire.  They are also
expected to be available to respond to appropriate questions from
stockholders.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
                        1934.

<PAGE>
     Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and Directors to file initial
reports of ownership and reports of changes in ownership with the
S
ecurities and Exchange Commission and the New York Stock
Exchange.  The Company has a program in place to assist its
officers and Directors in complying with the filing requirements
of Section 16(a).  Executive officers and Directors are required
by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.  Based on a review of the copies of
such forms furnished to the Company and written representations
from the Company's executive officers and Directors, the Company
believes that during the preceding year its executive officers and
Directors have complied with all Section 16 filing requirements.


<PAGE>
                STOCKHOLDER PROPOSALS

     In order to be considered for addition to the agenda for the
1996 Annual Meeting of Stockholders and to be included in the
Proxy Statement and form of proxy, stockholder proposals should be
addressed to the Clerk of the Company and must be received at the
Corporate Offices of EG&G no later than November 7, 1995.

                        By Order of the Board of Directors



                        MURRAY GROSS, Clerk


Wellesley, Massachusetts
March 7, 1995


<PAGE>
                       EXHIBIT A                                           


     Article 6 of the Articles of Organization of EG&G, Inc. is
amended by deleting Article 6 in its entirety and replacing it
with the following:

     Meetings of Stockholders may be held within the Commonwealth
     of Massachusetts or elsewhere in the United States of
     America to the extent permitted by the By-Laws of the
     Corporation.

     The Directors may make, amend, or repeal the By-Laws of the
     Corporation in whole or in part at any meeting of the
     Directors by vote of a majority of the Directors then in
     office, except that the provisions thereof fixing the place
     of the meetings of Stockholders, designating the number
     necessary to constitute a quorum at meetings of the
     Stockholders, governing procedure with respect to the
     removal of Directors, and affording indemnification to
     Directors or officers may be made, amended, or repealed only 
     by the Stockholders.

     The number of Directors which shall constitute the whole
     Board of Directors shall be such number, not less than three
     nor more than thirteen, as shall be fixed by vote of the
     Stockholders or the Board of Directors.  During the time
     periods specified in this Article 6, the Board of Directors
     shall be divided into three classes in respect of term of
     office, each class to contain, as nearly as possible, one-
     third of the whole number of the Board.  Of the Board of
     Directors elected at the Annual Meeting of Stockholders in
     1975, the members of one class shall serve until the Annual
     Meeting of Stockholders held in the year following their
     election, the members of the second class shall serve until
     the Annual Meeting of Stockholders held two years following
     their election, and the members of the third class shall
     serve until the Annual Meeting of Stockholders held three
     years following their election; provided, however, that in
     each case Directors shall serve until their successors shall
     be elected and qualified.  At each Annual Meeting of
     Stockholders, commencing with the Annual Meeting in 1976
     through and including the Annual Meeting in 1995, the
     successors of the Directors of the class whose terms expire
     in that year shall be elected to serve until the Annual
     Meeting of Stockholders held three years next following (and
     until their successors shall be duly elected and qualified),
     so that the term of one class of Directors shall expire in
     each year.  At each Annual Meeting of Stockholders,
     commencing with the Annual Meeting in 1996, the successors
     of the Directors whose terms expire in that year shall be
     elected to serve until the Annual Meeting of Stockholders
     held in the following year (and until their successors shall
     be duly elected and qualified), so that, upon the expiration
     in 1998 of the terms of the Directors elected at the Annual

<PAGE>
     Meeting in 1995, all Directors shall be elected to hold
     office for a one-year term.  A vacancy in the Board of
     Directors, however occurring, unless and until filled by the
     Stockholders, may be filled by the Directors.  The number of
     the Board of Directors may be increased or decreased and one
     or more additional Directors elected at any special meeting
     of the Stockholders or by a vote of the Directors then in
     office. For so long as the Directors are divided into
     classes in accordance with the terms of this Article 6,
     Directors who are elected to fill vacancies, whether or not
     created by an enlargement of the Board, shall be apportioned
     among the classes so as to make all classes as nearly equal
     in number as possible.  Directors who are elected to fill
     vacancies, whether or not created by an enlargement of the
     Board, shall serve until the expiration of the term of his
     or her predecessor and until his or her successor is duly
     elected and qualified.  No decrease in the number of the
     Board of Directors shall shorten the term of any incumbent
     Directors.

     A Director may be removed from office (a) with or 
     without cause, by vote of two-thirds of the stock
     outstanding and entitled to vote in the election of
     Directors, provided that the Directors of a class elected by
     a particular class of stockholders may be removed only by
     the vote of two-thirds of the shares of such class which are
     outstanding and entitled to vote or (b) for cause by vote of
     a majority of the Directors then in office.  A Director may
     be removed for cause only after reasonable notice and
     opportunity to be heard before the body proposing to remove him.

     To the fullest extent permitted by Chapter 156B of the
     Massachusetts General Laws, as it exists or may be amended,
     a Director of this Corporation shall not be personally
     liable to the Corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a Director,
     notwithstanding any provision of law imposing such liability.

<PAGE>
                            APPENDIX
EG&G LOGO

P
R
O
X
Y
                        EG&G, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
   For Annual Meeting of Stockholders April 25, 1995


        The undersigned hereby appoints John M. Kucharski, and Murray
Gross, and each of them, proxies with power of substitution to
vote, as indicated below, for and on behalf of the undersigned at
the Annual Meeting of Stockholders of EG&G, Inc., to be held at
the Sheraton Needham Hotel, 100 Cabot Street, Needham,
Massachusetts on Tuesday, April 25, 1995, at 10:30 a.m., and at
any adjournment thereof, hereby granting full power and authority
to act on behalf of the undersigned at said Meeting:

        
1.      ELECTION OF DIRECTORS    Authority to fix the number of
                                 Directors at ten and to elect John
                                 M. Kucharski and John B. Gray  for
                                 terms of three years each.

        SEE REVERSE SIDE.  If you wish to vote in accordance with the
        Board of Directors' recommendations, just sign on the reverse
        side.  You need not mark any boxes.
        
                                 SEE REVERSE
                                 SIDE

<PAGE>
Please mark
votes as in
this example.


This Proxy when executed will be voted in the manner directed
herein.  If no direction is made, this Proxy will be voted FOR
fixing the number of Directors at ten and the election of
Directors, FOR the declassification of the Board of Directors, and
AGAINST Proposal 3.

The Board of Directors recommends a vote FOR Proposal 1.

(1)     Election of Directors (See Reverse).

                         FOR              WITHHELD

        FOR, except vote withheld from the following nominee(s):

        ____________________  ___________________  ______________

The Board of Directors recommends a vote FOR Proposal 2.


(2)     Declassification of the Board of Directors commencing with
1996 Annual Meeting of Stockholders.

                         FOR              AGAINST   ABSTAIN

The Board of Directors recommends a vote AGAINST Proposal 3.

(3)     Stockholder Proposal regarding not granting pension benefits
to non-employee Directors.

                         FOR              AGAINST   ABSTAIN


                                           Mark Here
                                           for Address
                                           Change and
                                           Note Change
                                            At Left
Please sign exactly as your name appears
hereon.  Joint owners should each sign.  
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.


Signature_____________________Date



Signature_____________________Date