As filed with the Securities and Exchange Commission on June 14, 1994

                                                 Registration No. 33-43582
                                                       SEC File No. 1-5075
     _____________________________________________________________________
       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

                             Washington, D.C. 20549

                         Post-Effective Amendment No. 1

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1993

                                   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, MA                          02181
     (Address of Principal Executive Offices)                    (Zip Code)

                 EG&G, INC., 1981 EMPLOYEES STOCK PURCHASE PLAN
                             (Full title of the plan)

             Murray Gross, Esq., Vice President and General Counsel
                                   EG&G, INC.
                                45 William Street
                               Wellesley, MA 02181
                     (Name and address of agent for service)

                                 (617) 237-5100
          (Telephone number, including area code, of agent for service) 
 







          Pursuant to a Registration Statement on Form S-8 (file no. 33-
     43582), EG&G, Inc. (the "Company") registered under the Securities Act
     of 1993, as amended (the "Securities Act"), 2,400,000 shares of Common
     Stock, $1 par value per share, of the Company, which shares were to be
     issued pursuant to the EG&G, Inc., 1981 Employees Stock Purchase Plan
     of the Company (the "Plan").  This Post-Effective Amendment No. 1 to
     the Registration Statement is being filed for the purpose of
     deregistering 656,480 of such shares of Common Stock of the Company
     which remain unissued following the termination of the Plan.

          Pursuant to Rule 478 promulgated under the Securities Act, the
     registrant has duly caused this Post-Effective Amendment No. 1 to be
     signed on its behalf by the undersigned, thereto duly authorized, in
     the Town of Wellesley, Massachusetts, on this 14th day of June, 1994.

                                      EG&G, INC.


                                      By: ___________________________
                                          Murray Gross, Esq.
                                          Vice President and 
                                            General Counsel