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(j)(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:

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

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

  [] 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:

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

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

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

  3) Filing Party:

  .................................................................
  4) Date Filed:

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

<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 Hilton Hotel at Dedham Place, 95 Dedham Place, Dedham,
  Massachusetts, on Tuesday, April 26, 1994, at 10:30 a.m., to consider
  and act upon the following:

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

  2.   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
  25, 1994, 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

 
 March 17, 1994

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

                     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 1994























  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 on April 26, 1994, and
  at any adjournment of that Meeting.  The date of this Proxy Statement is
  March 17, 1994, 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., $5,500 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 25, 1994,
  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 55,823,147 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.   
<PAGE>
 








       The two 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.
     
       The first item on the  proxy card is a proposal to fix the number of
  Directors  at  eleven and  to elect  three 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
  eleven  and to  elect  the  three 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  eleven
  and electing the nominees named in this Proxy Statement.

       The second  item is a  stockholder proposal to request  the Board of
  Directors to  commission  a  subcommittee  to develop  criteria  for  the
  acceptance and execution of military contracts.  With respect  to Item  No. 
  2, you are provided  the opportunity  to vote for  or against  adopting 
  the  proposal 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 this item,  your shares will be voted "Against" 
 
 Item No. 2. 

       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 1993  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.




  EG&G, Inc., Corporate Offices
  45 William Street, Wellesley, Massachusetts  02181
  (617)237-5100

<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 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,  twelve Directors  of the Company.   The terms  of
  four of the Directors expire at this year's  Annual Meeting; the terms of
  three other  Directors expire  at the  Annual Meeting  in  1995; and  the
  terms of  the remaining five  Directors expire at  the Annual Meeting  in
  1996.   Ms.  Gail Deegan  has announced  her  intention not  to seek  re-
  election to  the EG&G Board of Directors  following the expiration of her
  term at this year's Annual Meeting.

       The Board of Directors has  declared it advisable that the number of
  Directors be fixed  at eleven and  has nominated  the following  persons,
  each of  whom is  currently serving  as a  Director of  the Company,  for
  election  as  Directors  for three-year  terms  expiring  at  the  Annual
  Meeting in 1997:  

                      Joseph F. Turley
                      Kent F. Hansen
                      John Larkin Thompson

 
   THE  BOARD OF DIRECTORS  RECOMMENDS A VOTE  "FOR" FIXING  THE NUMBER OF
  DIRECTORS AT  ELEVEN AND FOR ELECTING THE THREE  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 eleven and  for the  election of the
  three  nominees  (unless one  or  more of  the nominees are  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  the for  the election  of a  substitute.  In no  event will  shares
  represented  by  proxies be  voted  for  more than  three  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 1995 or 1996.

  Nominees for Director for a three-year term expiring in 1997

  JOSEPH  F. TURLEY:  Age 68; Principal  Occupation:  Retired President and
  Chief  Operating  Officer, The  Gillette  Company.      Director of  EG&G
  continuously since 1977.   Member of  the Compensation  and Stock  Option
  Committee and  the Benefit  Plans Investment  Committee of  the Board  of
  Directors.  

  Joseph F. Turley  was elected President  and Chief  Operating Officer  of
  The Gillette Company  and a member of its Board of Directors in 1980.  He
  retired from Gillette  in April of 1988.   Mr. Turley joined  Gillette in
  1960  as  special advisor  on  public  affairs  and  subsequently held  a
  variety of staff  and operational posts.  In 1966, he was assigned to the
  Gillette subsidiary in Spain,  where he later became General Manager.  He
  was  named President  of Gillette  Canada  in 1969  and  returned to  the
  United States  as President of  the Safety Razor  Division in 1971.   Mr.
  Turley was elected Executive Vice  President in charge of  Gillette North
  America in 1976,  a post he  held until  his election as  President.   He
  received a Bachelor of Arts  Degree in economics from  Harvard University
  in 1950  and  a  Master's  Degree in  business  and  economics  from  the
  University of  Minnesota in 1950.  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.   In
  addition,  he  is a  Member  of  the  Corporation of  Brigham  &  Women's
  Hospital, Inc.   


  KENT F.  HANSEN:  Age  62; Principal  Occupation:   Professor of  Nuclear
  Engineering  at  the Massachusetts  Institute  of Technology,  Cambridge,
  Massachusetts.  Director of EG&G continuously since  1979.  Member of the
  Audit Committee, the  Nominating Committee, and the  Corporate Governance
  Committee of the Board of Directors. 
<PAGE>
  








  Kent F. Hansen, a Professor  of Nuclear Engineering at  the Massachusetts
  Institute of Technology,  first joined the M.I.T. faculty as an Assistant
  Professor in  1961.   He is  a former  research scholar  of M.I.T.,  from
  which he graduated  in 1953 with a  degree in physics.   Dr. Hansen  also
  received his Sc.D.  degree in nuclear engineering from  that institution.
  An authority  in the  field of  nuclear reactor  physics, reactor  safety
  analysis, and nuclear fuel management,  Dr. Hansen is the author of  many
  scientific and  technical  publications and  the  co-author  of a    book
  entitled "Numerical Methods of Reactor  Analysis."  A former  director of
  the American  Nuclear Society,  Dr. Hansen  has served  as consultant  to
  several  electric utilities  and nuclear  reactor  manufacturers, to  the
  Department of  Energy, and  to the  Nuclear Regulatory  Commission.   Dr.
  Hansen was nominated by  former President  Carter in 1977  to serve as  a
  Commissioner of the Nuclear Regulatory  Commission.  In 1978,  Dr. Hansen
  received the  American Nuclear  Society's Arthur Holly  Compton Award for
  outstanding contributions to  education in the fields  of nuclear science
  and engineering.   Dr. Hansen is a Director of Stone  & Webster, Inc.  He
  is also a Member of the National Academy of Engineering. 


  JOHN LARKIN  THOMPSON:   Age  63;  Principal  Occupation: Of  Counsel  to
  Nutter, McClennen & Fish, a  Boston, Massachusetts law firm.  Director of
  EG&G continuously since 1986.   Chairman of the Nominating  Committee and
  a  member  of   the  Corporate  Governance  Committee  of  the  Board  of
  Directors.

  Mr. Thompson  served as  President and  Chief Executive  Officer of  Blue
  Cross  &  Blue   Shield  of  Massachusetts,  Inc.  from  1988  until  his
  retirement  in  1992.    He  served  as  President   of  Blue  Shield  of
  Massachusetts, Inc. and Blue Cross  of Massachusetts, Inc. from  1970 and
  1987,  respectively, until  December 30,  1988 when  those  two companies
  merged.   Prior  to his  service with  Blue  Cross and  Blue Shield,  Mr.
  Thompson was an  associate and then partner  with the Boston law  firm of
  Palmer & Dodge.   He holds  a Bachelor of  Science degree from  Villanova
  University, a Master  of Science degree from Columbia University Graduate
  School  of  Business,   and  a  Juris  Doctor  (cum  laude)  from  Boston
  University School of Law and is a Member of the Massachusetts and  Boston
  Bar Associations.   Mr.  Thompson retired  from the  United States  Naval
  Reserve in 1976 as a  Commander.  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>









                 Directors whose terms expire in 1995

  JOHN  M.  KUCHARSKI:   Age  58; Principal  Occupation:   Chairman  of the
  Board, President, and  Chief Executive Officer  of EG&G.   Mr.  Kucharski
  has been a  Director of the  Company since  1986 and is  a member of  the
  Executive Committee of the  Board of Directors.  He joined the Company in
  1972 when Challenger  Research, Inc., a firm  he co-founded in 1965,  was
  acquired by  EG&G.   Mr. Kucharski was  elected a  Vice President of  the
  Company in 1979,  a Senior  Vice President  in 1982,  and 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.
  He is  a Director  of Nashua  Corporation, New  England Electric  System,
  State Street  Boston Corporation,  and Eagle  Industry Co.,  Ltd.   He is
  also a Director  of the Massachusetts  High Technology  Council, Inc.  He
  serves  on  the  Boards  of  Trustees  of  Marquette  University,  George
  Washington University, and the National Security Industrial Association.


  DEAN  W. FREED:   Age  70;  Principal Occupation:   Retired  Chairman and
  Chief Executive Officer of EG&G.  He has been a Member of the
  Board  of  Directors  continuously since  1970  and is  a  member  of the
  Corporate  Governance Committee.   Mr.  Freed served  as Chief  Executive
  Officer of  EG&G  from 1983  to 1987  and  as Chairman  of  the Board  of
  Directors  of EG&G from  1985 to 1988. He  was Vice Chairman  of the EG&G
  Board  of Directors from 1988  to 1989.   He is a member  of the Board of
  Trustees of  Eastern Enterprises.   He  is Chairman  of  the New  England
  Aquarium, an  Overseer of the Museum of Fine  Arts of Boston, an Overseer
  of  WGBH  Educational  Foundation,  a  Trustee  of  the  Boston  Symphony
  Orchestra, and a Trustee of the Boston Ballet.  Mr.  Freed also served as
  Chairman  and  is now  a  member of  the  Board of  Directors  of Emerson
  Hospital.


  JOHN B.  GRAY:   Age  66; 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.  Mr.  Gray has been  a member of  the
  Board of Directors  of EG&G since 1983  and is a member of  the Executive
  Committee  and the  Audit  Committee and  Chairman  of the  Benefit Plans
  Investment Committee.    He also  serves  as a  Director of  the  Liberty
  Mutual  Insurance Companies,  the  Stackpole  Corporation, 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 64;  Principal  Occupation:   Retired Executive
  Vice President of EG&G.   Mr. Samuel Rubinovitz served as  Executive Vice
  President of EG&G from  1989 until his recent 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 EG&G
  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; and KLA Instruments Corporation, Santa Clara, California.


  WILLIAM  F. POUNDS:    Age 66;  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  63;  Principal  Occupation:    Principal
  shareholder of Concord  International Partners, a merchant  banking firm.
  He has been  a Member of the  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  54;  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 

<PAGE>









  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.
      

  GRETA E. MARSHALL,  CFA:   Age 56; 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.  



           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 three times in 1993, is  composed
  of four Directors - Messrs.  Goldhammer (Chairman), Gray, and  Hansen and
  Ms. Deegan, 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 four  times in 1993, 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  
<PAGE>
  








  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 two times in  1993, 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.

       A Nominating  Committee of  the Board  of Directors  was created  in
  1991.  The  present Committee, which met  two times in 1993,  is composed
  of four Directors -  Messrs. Thompson (Chairman),  Tod and Hansen and Ms.
  Deegan.     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 

<PAGE>









  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 two times
  in 1993, 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  seven times  in 1993.    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.

<PAGE>









       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 1994,  the  ten  non-employee  Directors  who served  as
  Directors for  the  1993 calendar  year  received  800 shares  of  Common
  Stock, with  a fair market value  to each such  Director at that  time of
  $15,050.  

       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 Jan.  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.



             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,  1994,
  filed by  INVESCO PLC, a Schedule  13G dated February   7, 1994, filed by
  The  Regents of the  University of  California, and a  Schedule 13G dated
  February  11, 1994, filed by  FMR Corp. with  the Securities and Exchange 
 
 Commission.   
<PAGE>
 









<TABLE>
<CAPTION>
  Name and Address            Amount and Nature     Percent of
  of Beneficial               of Beneficial         Class
  Owner                       Ownership (1)
  ________________            _________________     ___________
 <S>                         <C>                   <C> 
  INVESCO PLC (2)             5,961,450 (2)         10.4%        

  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          3,343,000 (3)         5.84%          
  University  of California
  300 Lakeside Drive
  Office of the Treasurer
  Oakland, CA   94612

  FMR Corp.                   3,535,909             6.18%
  82 Devonshire Street
  Boston, MA 02109

<FN>

                               NOTES  

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

  (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, 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  5,961,450 shares and that each  of the Reporting Persons has shared
  voting power and  shared dispositive  power over those  5,961,450 shares.
  Each  of the Reporting Persons  declares that the  filing of the Schedule 
<PAGE>
 








  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 it has sole voting
  power over 111,625 shares and sole dispositive power over 3,535,909 shares.
</TABLE>

     
<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, 1994,  by each of  the Directors  and nominees  for Director
  individually, by  each of  the executive  officers named  in the  Summary
  Compensation Table,   and by all  of the  executive officers,  Directors,
  and  nominees  for  Director  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>
<CAPTION>
 
                        Amount and Nature of     Percent 
  Name                   Beneficial Ownership     of Class        
  _____________________  ____________________    _________
 <S>                             <C>              <C>
  John M. Kucharski(1)(2)         356,154                                                    *       
  James R. Dubay (1)               22,000          *       
  Fred B. Parks(1)(2)              58,461          *       
  Samuel Rubinovitz(1)(2)         115,945          *                      
  C. Michael Williams(1)(2)       106,092          *                      
  Dean W. Freed(1)                 43,224          *       
  William F. Pounds                14,400          *       
  Joseph F. Turley                 14,800          *       
  Kent F. Hansen                    3,200          *       
  Robert F. Goldhammer             13,200          *       
  John B. Gray                     11,000          *       
  G. Robert Tod                     8,200          *       
  John Larkin Thompson              6,000          *       
  Greta E. Marshall                 3,000          *       
  Gail Deegan(2)                    3,200          *       

  All executive officers, Directors, 
  nominees for Director, of the 
  Company as a Group, 30 in
  number, including those listed  
  above  (1)(2)                  1,712,477      2.9%                      
          
  *Less than 1%                                                    








    

<PAGE>







<FN>

                         NOTES 

  1)  The amounts shown as beneficially owned by Messrs. Kucharski,  Dubay,
  Parks, Rubinovitz, Williams,  and Freed, and by  all executive  officers,
  Directors,  and  nominees  for Director  as  a  group,  include  299,000,
  22,000,  52,600,   99,000,   76,400,   14,824,  and   1,331,224   shares,
  respectively,  which are obtainable  only upon  exercise of,  and payment
  for, outstanding, unexercised stock options.

  (2)  Owners of  all shares  shown have sole  voting and investment  power
  except Messrs. Kucharski,  Rubinovitz, and  Williams and  Ms. Deegan  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 24,954
  shares,  5,940  shares, 20,092  shares,  200  shares, and  84,621  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.
</TABLE>


                    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  will 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.

<PAGE>









  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
  growth, earnings per share growth, return on  equity, and on a comparison
  to executive  compensation in  other  companies as  revealed by  industry
  surveys.   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.
  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 25   companies  in the  S&P
  High Tech Composite Index.

       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 Committee, were  frozen from
  December, 1990 through the end of 1993.   During the freeze, Officers who
  were promoted  or  whose salaries  were  found  to be  significantly  below
  comparable date  were eligible for  salary adjustments.   Pursuant to this
  policy, Mr. Kucharski's base salary was not increased in 1993.


  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 1993 earnings  per share did  not exceed  1992 earnings  per
  share, Mr. Kucharski was not eligible to receive a 1993 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 in which the  Company participates.  The  survey data
  shows 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 60,000 shares in  1993 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 at 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
  stockholder  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 2, 1989 and ended January 2, 1994.


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


                                          Indexed \ Cumulative Returns                           
  
                            Base 
                           Period   Return   Return   Return   Return   Return
 Company \ Index Name       1988     1989     1990     1991     1992     1993
 --------------------      ------   ------   ------   ------   ------   ------
<S>                          <C>   <C>      <C>      <C>      <C>      <C> 
 EG&G INC                     100   120.75   112.48   184.46   148.70   142.82
 HIGH TECH COMPOSITE          100    98.63   100.72   114.90   119.64   147.17
 S&P 500 INDEX                100   131.69   127.60   166.47   179.15   197.21

<FN>
          * Assumes that  the value  of the investment  in EG&G, Inc.  Common
          Stock and  each index  was $100  on January  1, 1989  and that  all
          dividends were reinvested.
</TABLE>


               The  following  table sets  forth  information  concerning the
          annual and long-term  compensation for services to the  Company for
          the  1991, 1992, and 1993 fiscal years,  of those persons who were,
          at January  2, 1994 (i) the  chief executive officer, and  (ii) the
          other  four  most  highly compensated  executive  officers  of  the
          Company. 
<PAGE>
 







<TABLE>
<CAPTION>

                               SUMMARY COMPENSATION TABLE

                                                                                             Long-Term Compensation
                            Annual                                                           ------------------------   
                         Compensation                                                        Awards          Payouts
_____________________________________________________________________________________________________________________
                                                     Other    
                                                     Annual     Restricted   Securities                All Other 
                                                     Compen-      Stock      Underlying       LTIP      Compen-                 
Name and                      Salary      Bonus      sation      Award(s)      Options       Payouts    sation (2)                  
Principal Position   Year       ($)        ($)         ($)         ($)           (#)            ($)        ($)     
_____________________________________________________________________________________________________________________
<S>                 <C>      <C>       <C>                                    <C>                      <C>            
 John M. Kucharski   1993     540,020         0                                60,000                   36,249     
 Chairman of the     1992     540,020   230,000                                50,000                   39,736
 and Chief           1991     540,020   351,000                                50,000                   42,198
 Executive Officer

 James R. Dubay      1993     189,280   136,000                                     0                   15,536
 Vice President      1992     189,280    66,250                                     0                   18,433
                     1991     189,280   126,000                                 9,000                   10,600 

 Fred B. Parks       1993     241,938    70,000                                20,000                    7,099
 Senior Vice         1992     220,012   120,000                                20,000                    4,437
 President           1991     220,012   125,000                                12,600                    3,990

 Samuel Rubinovitz   1993     301,964         0                                25,000                   25,319
 Executive Vice      1992     301,964   128,000                                27,000                   27,615 
 President           1991     301,964   196,000                                27,000                   29,261

 C. Michael          1993     220,012    70,000                                          12,600                   17,400
 Williams            1992     220,012    85,500                                12,600                   18,555
 Vice President      1991     220,012   150,000                                12,600                   18,776
                                        
<FN>                                       
                                     NOTES 

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

          (2)  This column includes the actuarial benefit of the split
          dollar life insurance policy established in 1991  and the Company's
          contribution to the EG&G,  Inc. Savings Plan.  The  amount reported
          in the  column  for  1993  for  Messrs.  Kucharski,  Dubay,  Parks, 
<PAGE>
 








          Rubinovitz,  and Williams  includes 29,174, 8,461, 24, 18,244,  and
          10,325, respectively, as the actuarial benefit of the split  dollar
          life insurance policy for the  aforementioned executives and 7,075,
          7,075,  7,075, 7,075,  and 7,075,  respectively,  as the  Company's
          contribution to the EG&G, Inc. Savings  Plan for the aforementioned
          executives.
</TABLE>

            
<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  four 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>
 

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


                     Years of Service
    Final Average ___________________________________________________
    Earnings      15 Years   20 Years   25 Years   30 Years   35 Years
    ________      ________   ________   ________   ________   _______
   <S>            <C>        <C>        <C>        <C>       <C>
    $500,000       115,641    115,641    115,641    115,641   115,641
     475,000       111,300    115,641    115,641    115,641   115,641 
     450,000       105,300    115,641    115,641    115,641   115,641
     400,000        93,300    115,641    115,641    115,641   115,641            
     375,000        87,300    115,641    115,641    115,641   115,641            
     350,000        81,300    108,400    115,641    115,641   115,641 
     325,000        75,300    100,400    115,641    115,641   115,641            
     300,000        69,300     92,400    115,500    115,641   115,641            
     275,000        63,300     84,400    105,500    115,641   115,641
     250,000        57,300     76,400     95,500    114,600   115,641
     225,000        51,300     68,400     85,500    102,600   115,641 
     200,000        45,300     60,400     75,500     90,600   105,700
     175,000        39,300     52,400     65,500     78,600    91,700
     150,000        33,300     44,400     55,500     66,600    77,700
     125,000        27,300     36,400     45,500     54,600    63,700
     100,000        21,300     28,400     35,500     42,600    49,700
      75,000        15,300     20,400     25,500     30,600    35,700
    $ 50,000         9,300     12,400     15,500     18,600    21,700

<FN>
                              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, 1993, 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, Rubinovitz,  and Williams have  respectively
   28,  17,  30, and  28  years  of  credited service  under  the EG&G,  Inc.
   Employees Retirement Plan;  and $235,840 of the 1993 compensation  of each
   of  Messrs. Kucharski,  Parks, and  Rubinovitz, and  $220,012 of  the 1993
   compensation  of  Mr. Williams  is covered  by the  Retirement Plan.   Mr.
   Dubay,  a participant in the EG&G  Florida, Inc.  Retirement  Plan and the
   Idaho  National Engineering  Laboratory Employee  Retirement Plan,  has 11
   years of credited service  under each of those plans, and $189,280  of his
   1993 compensation  is covered by the  Florida 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 $235,840 
   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. 
</TABLE>


<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 1993,  the Company  charged $1,008,923 as an  expense for  the
   Supplemental Plan and made payments to retired  officers and beneficiaries
   in the amount of $262,127.   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,
   1993, the Trust had a balance of $4,694,873.   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.  

        Effective November 15,  1990, the  Supplemental Plan  was amended  to
   provide that the annual benefit payable at retirement shall equal:

   (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 Social Security benefit, less (c),

   (c) 100  percent of  the participant's  benefit  under any  Company-funded
   retirement plan, plus (d), 
<PAGE>
  








   (d) 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 (d) 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,  Dubay, Rubinovitz, and Williams  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, Rubinovitz, and Williams would receive
   $229,249, $162,816,  and $79,697,  respectively, assuming  they retired on
   the  last day  of 1993  and received  benefits in the  form of  a lifetime
   income.   In combination with  the amounts payable under the EG&G Florida,
   Inc.  Employees  Retirement   Plan  and  the  Idaho  National  Engineering
   Laboratory  Employee Retirement  Plan,  Mr. Dubay  would  receive $62,845,
   assuming he retired on the  last day of 1993 and received  benefits in the
   form of a lifetime income. 


   Employment 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  1993 of $540,020.  Compensation
   in the form of salary to Messrs. Dubay, Parks, Rubinovitz, and Williams 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 1993 of $189,280,  $250,016,
   301,964, and $220,012, 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 

<PAGE>









   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  years  of  base  salary  plus  bonuses  and
   continuation  of certain  benefits for  five (5)  years  from the  date of
   termination. 

        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, the executives would be entitled
   to continuation of  his 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.



   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  2,  1994,  to  the  officers  identified  in  the  Summary
   Compensation Table.  No stock appreciation rights were granted under  that
   Plan during the last fiscal year. 
<PAGE>
   




<TABLE>
<CAPTION>
                    OPTION GRANTS TABLE
               OPTION GRANTS IN LAST FISCAL YEAR

                                                                                                                                   
                                                                                                                                    
             
                                                                                                 GRANT                            
                                        INDIVIDUAL  GRANTS                                       DATE VALUE (1)                
    ___________________________________________________________________________________________________________

                            Number of      % of Total   
                            Securities     Options                                                 Grant      
                            Underlying     Granted to        Exercise or                           Date                        
                            Options        Employees in      Base Price        Expiration          Present    
                            Granted        Fiscal Year       per Share (2)            Date             Value (1)  
    Name                      (#)            ($)                ($)      
    __________________________________________________________________________________________________________ 
   <S>                     <C>            <C>               <C>               <C>                  <C> 
    John M. Kucharski       60,000         8.2               21.6250           01/27/03             525,000                      
    James R. Dubay               0           0                                                            0
    Fred B. Parks           20,000         2.7               21.6250           01/27/03             175,000
    Samuel Rubinovitz       25,000         3.4               21.6250           01/27/03             218,750
    C. Michael Williams     12,600         1.7               21.6250           01/27/03             110,250

<FN>

                               NOTES

   (1)   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 January of 1993 included expected
   market volatility of 25%, an 8% risk-free rate of  return, a 1.9% dividend
   yield, and a 10-year exercise period.

   (2)   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 the date of grant.
</TABLE>


   Option Exercises and Fiscal Year-End Values

        The following  table sets  forth information  with respect  to option
   exercises  during  the  1993  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 1993
   fiscal year. 
<PAGE>
  

<TABLE>
<CAPTION>
                        AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL            
                                           YEAR-END OPTION VALUE TABLE

    ____________________________________________________________________________________________                   
                                                         Securities Underlying      Value of      
                                                             Unexercised           Unexercised 
                                                              Options at           In-the-Money
                                                                FY-End              Options at  
                     Shares Acquired                              (#)               FY-End (1)  
                       on Exercise      Value Realized                                          
    Name                    (#)              ($)             Exercisable           Exercisable 
    ___________________________________________________________________________________________
   <S>                   <C>               <C>                <C>                  <C>                 
    John M. Kucharski     45,000            349,222            299,000              162,125                    
    James R. Dubay         7,400             45,959             22,000               13,750
    Fred B. Parks         32,400            193,207             52,600                    0
    Samuel Rubinovitz     20,000            123,750             99,000               20,000 
    C. Michael Williams    2,800             18,725             76,400               56,850

<FN>
                                           
   (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   31,  1993
   ($18.0625).
</TABLE>

                      ____________________


 
                            ITEM NO. 2 
   STOCKHOLDER PROPOSAL  TO  REQUEST  BOARD  OF  DIRECTORS  TO  COMMISSION  A
   SUBCOMMITTEE TO DEVELOP CRITERIA FOR ACCEPTANCE AND EXECUTION  OF MILITARY
                               CONTRACTS
                           
        Management has been advised that a number of religious groups  (names
   and addresses  and Common  Stock holdings of proponents  will be  supplied
   upon oral  or written request  to the Clerk of the  Corporation) intend to
   introduce  a  proposal  at  the  Annual  Meeting  which  requests  that  a
   subcommittee be commissioned by the Board of Directors to develop criteria
   for the acceptance and execution of military contracts.


   THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO ITEM NO. 2

 
       The Board of Directors recommends a vote AGAINST  this proposal.  The
   Board believes that there is no need for the creation of a subcommittee to 
   develop criteria for the acceptance and execution of "military contracts".
   Many of the criteria outlined in Proponents' statement in support of their
   proposal are  in large part already  a part of  EG&G's business philosophy
   and form an integral part of its  
<PAGE>
 








   business  practices and policies.   These practices and  policies apply to
   all  business  activities  of  the Company,  and  not  just  to  so-called
   "military contracts".

        The  Board of Directors and the management of EG&G are concerned with
   the issues  identified by the  Proponents on an ongoing basis  and many of
   the issues raised  are inherent  in the conduct  of a  successful business
   enterprise.   Since  the focus  of  the Board  of  Directors and  the EG&G
   management is already oriented toward ensuring that EG&G continues to be a
   responsible  and law-abiding corporate  citizen, it is the  opinion of the
   EG&G Board  of Directors that the proposed resolution is unnecessary.  The
   Board of Directors recommends a vote against it.

                   TEXT OF STOCKHOLDER PROPOSAL
                                       
        "WHEREAS,  the  proponents  of  this  resolution  believe  that  EG&G
   Corporation should establish  criteria to guide management in  bidding for
   and executing military  contracts, we propose the following for  Board and
   management study.

        "RESOLVED, that the  shareholders request the Board  of Directors  to
   commission a subcommittee to develop criteria for acceptance and execution
   of military  contracts and  to report  these criteria  at the  1995 annual
   meeting.  Proprietary information  may be  omitted and cost  limited to  a
   reasonable amount." 

                SUPPORTING STATEMENT OF STOCKHOLDER

        "The  proponents  of this  resolution believe  all  human  beings are
   called to establish justice and peace by  our responsible stewardship.  We
   believe corporate  social responsibility  in a  successful free enterprise
   society  demands  that business  conduct  be  ethically  correct, socially
   supportive  and economically  useful  as well  as  financially profitable.
   Therefor, we recommend the criteria include:

   -  Basic canons of ethical business practice
   -  Long-term environmental impact and waste management    
   -  Stability of employment, including descriptions of conversion  
        plans and funding sources; strategies identifying community
        needs; employees' ideas and market opportunities; membership
        in state and/or local government economic conversion task forces  
   -  Lobbying and marketing practices, including costs    
   -  Limits on military contracts measured by a percentage of sales 
   -  Competitive bidding
   -  Sale of weapons, weapons parts and dual-use technology to     
<PAGE>
 








      foreign governments, other companies and individuals
   -  Contracts for nuclear, biological and chemical weapons, parts and
      technologies

        "Global security is not just security of territory, it is security of
   people.  It is  not just security through weapons, it is  security through
   jobs, human development, environmental sustainability.

        "We believe decisions to spend huge sums of money  to produce weapons
   designed  to destroy  large numbers  of people  and their  environment are
   morally wrong.   So, too, is the decision  to lobby for military contracts
   to gain markets in developing countries.

        "Decisions to devote  employee creativity, technology and other human
   and financial resources  in this manner also have strong  implications for
   U.S.  workers,  and  indeed, all  of  U.S.  society, during  this  time of
   accelerated down-sizing of our workforce.   We believe the end of the Cold
   War  is  providing opportunities  to  convert  to  more  stable commercial
   production  in environmental  and  other socially  beneficial technologies
   with the goal of sustainable development.

        "A YES vote recommends these criteria for consideration by the
   Board."
                         ____________


        THE 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  26, 1994, the  Board of  Directors selected  the firm  of
   Arthur Andersen  & Co.,  independent  public accountants,  to act  as  its
   auditors  and to audit the books  of the Company and  its subsidiaries for
   1994.  Arthur Andersen &  Co. is currently performing these duties and has
   done so continuously since 1968.

<PAGE>









        Representatives of Arthur Andersen & Co. 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.

        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  Securities 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, with one exception.  Mr.
   Valente did not reflect in his reported holdings on Form 4, 408 shares  of
   Common  Stock held  by his  wife and  with respect  to  which Mr.  Valente
   disclaims  beneficial  ownership.    A  Form 4  was  filed  correcting the
   inadvertent omission in Mr. Valente's reported holdings.


 
                    STOCKHOLDER PROPOSALS

        In order  to be considered  for addition  to the agenda  for the 1995
   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 17, 1994.


                                   By Order of the Board of Directors


                                   MURRAY GROSS, Clerk




   Wellesley, Massachusetts
   March 17, 1994

<PAGE>