SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.   20549


                                FORM 10-Q

      (Mark One)
      [X]         QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended July 3, 1994

                                   OR

      [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                                                  
                      Commission File Number 1-5075

                               EG&G, Inc.
         (Exact name of registrant as specified in its charter)

        Massachusetts                     04-2052042
(State or other jurisdiction of     (I.R.S. employer identification no.)
 incorporation or organization)

             45 William Street, Wellesley, Massachusetts  02181
             (Address of principal executive offices)(Zip Code)

                               (617) 237-5100
            (Registrant's telephone number, including area code)

                                    NONE
           (Former name, former address and former fiscal year, 
                       if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.


                                          Yes     X         No        




Number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

          Class                           Outstanding at July 31, 1994


Common Stock, $1 par value                        55,121,000

                                          (Excluding treasury shares)


<PAGE>

                           PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements
         --------------------

                             EG&G, INC. AND SUBSIDIARIES

                          CONSOLIDATED STATEMENT OF INCOME

          For the Three and Six Months Ended July 3, 1994 and July 4, 1993

                                     (Unaudited)
                                      --------- 

<TABLE>
<CAPTION>
                                                         (In Thousands Except Per Share Data)
                                                          ----------------------------------
                                                      Three Months Ended       Six Months Ended 
                                                      ------------------       ----------------
                                                      July 3,    July 4,      July 3,     July 4, 
                                                       1994       1993         1994        1993  
                                                      -------    -------      -------     ------- 
<S>                                                  <C>        <C>        <C>         <C>
   Sales:
     Products                                        $353,531   $388,073   $  734,844  $  765,984 
     Services                                         292,466    273,980      587,639     544,995
                                                     --------   --------   ----------  ---------- 
       Total Sales                                    645,997    662,053    1,322,483   1,310,979
                                                     --------   --------   ----------  ---------- 
   Costs and Expenses:
     Cost of sales:
       Products                                       290,583    326,721      614,832     647,930 
       Services                                       267,034    245,358      538,459     486,582
                                                     --------   --------   ----------  ----------
     Total cost of sales                              557,617    572,079    1,153,291   1,134,512 
     Selling, general and administrative expenses      62,873     58,621      121,751     115,732
                                                     --------   --------   ----------  ---------- 
   Total Costs and Expenses                           620,490    630,700    1,275,042   1,250,244
                                                     --------   --------   ----------  ---------- 
       Income From Operations                          25,507     31,353       47,441      60,735 

   Other income (expense), net (Note 2)                  (433)       328         (454)       (322)
                                                     --------   --------   ----------  ----------
   Income Before Income Taxes                          25,074     31,681       46,987      60,413 
   Provision for Federal and non-U.S. income taxes      8,651     10,613       16,211      20,238
                                                     --------   --------   ----------  ---------- 
       Income Before Cumulative Effect of
         Accounting Changes                            16,423     21,068       30,776      40,175 

   Cumulative Effect of Accounting Changes:
     Income taxes (Note 3)                                  -          -            -      (7,300)
     Postretirement benefits other than
       pensions (Note 4)                                     
                                                            -          -            -     (13,200)
                                                     --------   --------   ----------  ----------
       Net Income                                    $ 16,423   $ 21,068   $   30,776  $   19,675 
                                                     ========   ========   ==========  ==========     
</TABLE>


<PAGE>
                         EG&G, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF INCOME

  For the Three and Six Months Ended July 3, 1994 and July 4, 1993 (Continued)


<TABLE>
<S>                                                      <C>        <C>          <C>        <C>                               
   Earnings Per Share:
       Income Before Cumulative Effect of
         Accounting Changes                              $.30       $.37         $.56       $ .71 
     Cumulative Effect of Accounting Changes:
       Income taxes                                         -          -            -        (.13)
       Postretirement benefits other than pensions          -          -            -        (.23)
                                                         ----       ----         ----       -----
       Net Income                                        $.30       $.37         $.56       $ .35
                                                         ====       ====         ====       ===== 

   Cash Dividends Per Common Share                       $.14       $.13         $.28       $ .26
                                                         ====       ====         ====       ===== 

   Weighted Average Shares of Common Stock
    Outstanding                                        55,121     56,489       55,421      56,606 

   The accompanying unaudited notes are an integral part of these consolidated financial
   statements.
</TABLE>


<PAGE>
                                      EG&G, INC. AND SUBSIDIARIES

                                      CONSOLIDATED BALANCE SHEET

                                As of July 3, 1994 and January 2, 1994

                                        (Dollars in Thousands)
                                         --------------------

<TABLE>
<CAPTION>
                                                                        July 3,    January 2, 
                                                                         1994         1994  
                                                                        -------    ----------  
                                                                     (Unaudited)
<S>                                                                    <C>           <C>                                            
        Current assets:
          Cash and cash equivalents                                    $ 55,518      $ 72,185 
          Accounts receivable (including unbilled
            receivables of $65,700 as of July 3, 1994
            and $67,800 as of January 2, 1994), less reserves           236,224       237,609 
          Inventories (Note 5)                                          129,312       121,581 
          Other                                                          42,251        33,657
                                                                       --------      --------    
        Total Current Assets                                            463,305       465,032 
                                                                       --------      --------      
        Property, Plant and Equipment:
          At cost (Note 6)                                              350,227       327,416 
          Less - Accumulated depreciation and amortization              234,613       221,320 
                                                                       --------      --------
        Net Property, Plant and Equipment                               115,614       106,096
                                                                       --------      -------- 
        Investments (Note 7)                                             29,465        25,920
                                                                       --------      -------- 
        Intangible and Other Assets (Note 8)                            186,214       171,760
                                                                       --------      -------- 
            Total Assets                                               $794,598      $768,808
                                                                       ========      ========
</TABLE>


<PAGE>
                                         EG&G, INC. AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEET (Continued)

                                   As of July 3, 1994 and January 2, 1994
 

<TABLE>
<S>                                                                    <C>           <C>   
        Current Liabilities:
          Short-term debt                                              $ 55,131      $ 43,589 
          Accounts payable                                               60,241        60,794 
          Accrued expenses (Note 9)                                     130,347       132,714
                                                                       --------      -------- 
        Total Current Liabilities                                       245,719       237,097
                                                                       --------      -------- 
        Long-Term Liabilities                                            57,792        54,177 
        Contingencies                                                         -             - 
        Stockholders' Equity:
          Preferred stock - $1 par value, authorized
            1,000,000 shares; none outstanding                                -             - 
          Common stock - $1 par value, authorized
            100,000,000 shares; issued 60,102,000 shares                 60,102        60,102 
          Capital in excess of par value                                      -             - 
          Retained earnings                                             511,596       496,063 
          Cumulative translation adjustments                              3,986        (8,287)
          Unrealized gain on marketable investments (Note 7)              4,053             -
                                                                       --------      --------              
                                                                        579,737       547,878 
          Less - Cost of shares held in treasury;
            4,981,000 shares at July 3, 1994 and
            3,970,000 shares at January 2, 1994                          88,650        70,344 
                                                                       --------      --------
        Total Stockholders' Equity                                      491,087       477,534 
                                                                       --------      --------
            Total Liabilities and Stockholders' Equity                 $794,598      $768,808
                                                                       ========      ======== 

The accompanying unaudited notes are an integral part of these consolidated
financial statements.
</TABLE>


<PAGE>
                                      EG&G, INC. AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENT OF CASH FLOWS

                         For the Six Months Ended July 3, 1994 and July 4, 1993

                                              (Unaudited)

<TABLE>
<CAPTION>
                                                       
                                                                         (In Thousands)
                                                                          ------------
                                                                        Six Months Ended
                                                                     ----------------------    
                                                                     July 3,        July 4, 
                                                                      1994           1993  
                                                                     -------        -------     
<S>                                                                 <C>            <C>                                              
        Cash Flows From Operating Activities:
           Net income                                               $ 30,776       $ 19,675 
           Adjustments to reconcile net income to net
             cash provided by operating activities:
              Cumulative effect of accounting changes                      -         20,500 
              Depreciation and amortization                           17,737         19,008 
              Changes in assets and liabilities, net of effects
                from companies purchased:
                 Decrease in accounts receivable                       4,439         10,064 
                 Increase in inventories                              (5,704)        (1,342)
                 Decrease in accounts payable and accrued expenses    (5,534)        (7,620)
                 Other                                               (18,972)       (17,060)
                                                                    --------       --------
              Net Cash Provided by Operating Activities               22,742         43,225
                                                                    --------       -------- 
        Cash Flows From Investing Activities:
           Capital expenditures                                      (21,253)       (12,335)
           Cost of acquisitions, net of cash 
             and cash equivalents acquired                                 -        (33,548)
           Other                                                       3,217         (1,722)
                                                                    --------       --------
              Net Cash Used in Investing Activities                  (18,036)       (47,605)
                                                                    --------       --------
        Cash Flows From Financing Activities:
           Changes in commercial paper                                 9,967         29,984 
           Other changes in debt                                         759         (2,694)
           Proceeds from issuing common stock                          1,166          6,453 
           Purchases of common stock                                 (19,139)       (17,292)
           Cash dividends                                            (15,576)       (14,747)
                                                                    --------       --------
              Net Cash Provided by (Used in) Financing Activities    (22,823)         1,704
                                                                    --------       -------- 
        Effect of exchange rate changes on cash
          and cash equivalents                                         1,450         (1,197)
                                                                    --------       --------
              Net Decrease in Cash and Cash Equivalents              (16,667)        (3,873)

        Cash and cash equivalents at beginning of period              72,185         69,752
                                                                    --------       -------- 
        Cash and cash equivalents at end of period                  $ 55,518       $ 65,879
                                                                    ========       ======== 
The accompanying unaudited notes are an integral part of these consolidated
financial statements.
</TABLE>


<PAGE>
                                   EG&G, INC. AND SUBSIDIARIES


                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                           (Unaudited)

(1)  Principles of Consolidation
- - --------------------------------
The consolidated financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations.  The
Company believes, however, that the disclosures are adequate to make the
information presented not misleading.  It is suggested that these
consolidated financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's
latest annual report on Form 10-K.  The balance sheet amounts as of
January 2, 1994 in this report were extracted from the Company's audited
1993 financial statements included in the latest annual report on 
Form 10-K.

In the opinion of management, the unaudited consolidated financial
statements included herein contain all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the financial
position as of July 3, 1994 and the results of operations for the three
and six months ended July 3, 1994 and July 4, 1993 and the cash flows
for the six months then ended.  The results of operations are not
necessarily to be considered indicative of the results for the entire
year.

Effective January 3, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 112 on accounting for postemployment
benefits.  This new standard requires that benefits paid for former or
inactive employees after employment but prior to retirement must be
accrued if certain criteria are met.  Adoption of the statement did not
have a material impact on the Company's financial position or results of
operations.

(2)  Other Income (Expense), Net
- - --------------------------------
Other income (expense), net, consisted of the following:

<TABLE>
<CAPTION>
                                         (In Thousands)
                                          ------------
                            Three Months Ended   Six Months Ended
                            ------------------   ----------------  
                            July 3,    July 4,  July 3,    July 4, 
                             1994       1993     1994       1993  
                            -------    -------  -------    ------- 
<S>                         <C>        <C>      <C>        <C> 
     Interest and
       dividend income      $   614    $   832  $ 1,453    $ 1,686 
     Interest expense        (1,145)    (1,582)  (2,110)    (3,083)
     Other                       98      1,078      203      1,075
                            -------    -------  -------    -------
                            $  (433)   $   328  $  (454)   $  (322)
                            =======    =======  =======    =======
</TABLE>


<PAGE>
                             EG&G, INC. AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                               
                                        (Unaudited)

(3)  Accounting for Income Taxes
- - --------------------------------
Effective January 4, 1993, the Company adopted SFAS No. 109 on
accounting for income taxes.  As part of adopting the new standard,
the Company recorded a one-time, non-cash charge against earnings of
$7.3 million ($.13 per share) in the first quarter of 1993.
 
(4)  Postretirement Benefits Other Than Pensions
- - ------------------------------------------------
Effective January 4, 1993, the Company adopted SFAS No. 106 on
accounting for postretirement benefits other than pensions for its U.S.
retiree health benefits.  As part of adopting the new standard, the
Company recorded a one-time, non-cash charge against earnings of 
$20 million before taxes, or $13.2 million after income taxes ($.23
per share), in the first quarter of 1993.    

(5)  Inventories
- - ----------------
Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                (In Thousands)
                                                 ------------
                                              July 3,  January 2,
                                               1994       1994   
                                              -------  ----------
<S>                                          <C>         <C>
     Finished goods                          $ 34,579    $ 30,864
     Work in process                           32,929      30,393
     Raw materials                             61,804      60,324
                                             --------    --------
                                             $129,312    $121,581
                                             ========    ========
</TABLE>

(6)  Property, Plant and Equipment, at Cost
- - -------------------------------------------
Property, plant and equipment consisted of the following:

<TABLE>
<CAPTION>
                                                (In Thousands)
                                                 ------------ 
                                              July 3,  January 2,
                                               1994       1994   
                                              -------  ----------
<S>                                          <C>         <C>
     Land                                    $ 17,303    $ 14,327
     Buildings and leasehold improvements      97,266      91,280
     Machinery and equipment                  235,658     221,809
                                             --------    --------
                                             $350,227    $327,416
                                             ========    ========

<PAGE>
                             EG&G, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                   (Unaudited)

(7)  Investments
- - ----------------
Investments consisted of the following:

</TABLE>


<TABLE>
<CAPTION>
                                                (In Thousands)
                                                 ------------
                                              July 3,  January 2,
                                               1994       1994   
                                              -------  ----------
<S>                                           <C>         <C>
     Marketable investments                   $12,881     $ 6,838
     Other investments                         11,801      13,426
     Joint venture investments                  4,783       5,656
                                              -------     -------
                                              $29,465     $25,920
                                              =======     =======
</TABLE>

Effective January 3, 1994, the Company adopted SFAS No. 115 on accounting
for certain investments in debt and equity securities.  This new standard
requires that available-for-sale investments in equity securities that
have readily determinable fair values be measured at fair value in the
balance sheet and that unrealized holding gains and losses for these
investments be reported in a separate component of stockholders' equity
until realized.  At July 3, 1994, marketable investments classified as
available-for-sale had an aggregate market value of $12.9 million and
gross unrealized holding gains of $6.3 million.  At July 3, 1994, 
$4.1 million was reported as a separate component of stockholders'
equity, representing the unrealized holding gains, net of deferred
federal income taxes.  

(8)  Intangible and Other Assets
- - --------------------------------
Intangible and other assets consisted of the following:

<TABLE>
<CAPTION>
                                                (In Thousands)
                                                 ------------
                                              July 3,  January 2,
                                               1994       1994   
                                             --------  ----------
<S>                                          <C>         <C>
     Intangible assets                       $143,922    $139,205
     Other assets                              42,292      32,555
                                             --------    --------
                                             $186,214    $171,760
                                             ========    ========
</TABLE>

The majority of the increase in other assets was due to an increase in
prepaid pension expense.


<PAGE>
                             EG&G, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                      (Unaudited)

(9)  Accrued Expenses
- - ---------------------
Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
                                                (In Thousands)
                                                 ------------
                                              July 3,  January 2,
                                               1994       1994   
                                              -------  ----------
<S>                                          <C>         <C>
     Payroll                                 $ 13,032    $ 13,375
     Employee benefits                         47,624      46,121
     Federal, non-U.S. and state 
       income taxes                            21,150      26,119
     Other                                     48,541      47,099
                                             --------    --------
                                             $130,347    $132,714
                                             ========    ========
</TABLE>


<PAGE>
 

I
tem 2.  Management's Discussion and Analysis of Financial Condition and 
         --------------------------------------------------------------- 
         Results of Operations
         ---------------------

                       EG&G, INC. AND SUBSIDIARIES

                          Results of Operations
                          ---------------------

The following industry segment information is presented as an aid to a
better understanding of the operating results:

<TABLE>
<CAPTION>
                                                        (In Thousands)
                                                         ------------
                                        Three Months Ended              Six Months Ended     
                                    --------------------------     ---------------------------  
                                    July 3,  July 4,  Increase    July 3,    July 4,  Increase 
                                     1994     1993   (Decrease)    1994       1993   (Decrease)
                                    -------  -------  --------    -------    -------  --------
<S>                                <C>      <C>       <C>      <C>        <C>         <C>
    Sales: 
      Technical Services           $149,253 $161,176  $(11,923)$  305,674 $  319,267  $(13,593)
      DOE Support                   316,117  334,705   (18,588)   666,856    664,067     2,789 
      Instruments                    71,074   55,449    15,625    133,929    102,671    31,258 
      Mechanical Components          58,386   62,644    (4,258)   114,425    126,285   (11,860)
      Optoelectronics                51,167   48,079     3,088    101,599     98,689     2,910
                                   -------- --------  -------- ---------- ----------  --------  
            Total                  $645,997 $662,053  $(16,056)$1,322,483 $1,310,979  $ 11,504 
                                   ======== ========  ======== ========== ==========  ======== 

    Income from Operations:
      Technical Services           $ 11,798 $ 17,409  $ (5,611)$   23,639 $   33,360  $ (9,721)
      DOE Support                    11,455   12,723    (1,268)    21,516     26,974    (5,458)
      Instruments                     2,448    1,300     1,148      2,935      2,245       690 
      Mechanical Components           4,126    5,554    (1,428)     7,478     10,047    (2,569)
      Optoelectronics                 3,786      984     2,802      7,194      1,760     5,434 
      General Corporate Expenses     (8,106)  (6,617)   (1,489)   (15,321)   (13,651)   (1,670)
                                   -------- --------  -------- ---------- ----------  -------- 
            Total                  $ 25,507 $ 31,353  $ (5,846)$   47,441 $   60,735  $(13,294)
                                   ======== ========  ======== ========== ==========  ========
</TABLE>

The discussion that follows is a summary analysis of the major changes in
operating results by industry segment that occurred for the three and six
months ended July 3, 1994 compared to the three and six months ended
July 4, 1993.

                                                

<PAGE>
                             EG&G, INC. AND SUBSIDIARIES

                  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

Second Quarter 1994 Compared to Second Quarter 1993

Sales

Sales for the second quarter of 1994 of $646 million were $16 million
below 1993 levels.  Lower sales in Technical Services resulted primarily
from a $12 million reduction in program expenditures under the new base
operations contract at the Kennedy Space Center.  In addition, sales
returned to more normal levels in the automotive testing business
following increases in 1993 caused by the introduction of new industry
testing protocols.  Department of Energy (DOE) Support sales levels
declined primarily as a result of reduced program expenditures under the
Rocky Flats contract. The increase in Instruments sales was due primarily
to the acquisition of Wallac late in the second quarter of 1993 and, to a
lesser extent, several large shipments of security instruments.  In
Mechanical Components, the decrease resulted primarily from the sale of
an operation in late 1993.  In Optoelectronics, the increase was caused
by a higher level of shipments for flash products.

Income from Operations

Income from operations in 1994 was $25.5 million, $5.8 million less than
1993. In Technical Services, lower sales in the automotive testing
business resulted in reduced income.  The decrease also reflected the
reduction in available fee under the new base operations contract at the 
Kennedy Space Center. The 1993 results of this segment included favorable
contract adjustments negotiated in the second quarter.

In DOE Support, the reduction was due to lower performance grades earned
under the Idaho and Rocky Flats contracts. Uncertainty continues to exist
in the DOE Support segment. The Idaho contract is scheduled to expire
October 1, 1994.  The Company is participating as the majority interest
in a joint venture that has submitted a proposal for increased work scope
at the facility.  The DOE has not awarded the contract as of the date of
this filing.  The terms of the joint venture's proposal could result in a
reduction of income to the Company. 

The DOE is proceeding with a contract reform initiative and has recently
announced that five DOE sites will be competitively bid at the expiration
of the current contracts. In addition to Idaho, the list of sites
includes the Nevada Test Site and Rocky Flats where the Company's
contracts with the DOE expire late in 1995.  The contract reform
initiative also provides for increased contractor liability.  The Company  
is reviewing and evaluating the recently issued request for proposal for
the Rocky Flats contract.

The decrease in Mechanical Components was due to increased start up costs
for the transportation element of the electromechanical business and the
impact of lower sales in the industrial seal business. The

                                                

<PAGE>
                             EG&G, INC. AND SUBSIDIARIES

                  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

Optoelectronics increase was due to a higher level of shipments of flash
products and the continued benefit of cost reductions implemented in
1993.

In Instruments, the income contributed by the Wallac sales was offset by
costs associated with delays in new diagnostic product introductions and
continued price erosion in the security instruments business.

Several operating elements, particularly in the Instruments segment,
continue to underperform against key measures of profitability and return
on investment.  Management has intensified the ongoing review and is
focusing on the development of alternative programs to achieve business
goals. This review may result in a charge to operating income if the
Company determines that restructuring is advantageous or if it is unable
to realize the value of any associated assets, including goodwill.   

The increase in general corporate expenses was due to separation costs
and general cost increases.  The change in other income (expense) was due
primarily to foreign exchange losses.

Six Months 1994 Compared to Six Months 1993

Sales

Sales for the six months of 1994 of $1.3 billion were slightly ahead of
1993.  Technical Services sales declined $13.6 million primarily from a
$21 million reduction in program costs at the Kennedy Space Center,
partially offset by an increase in sales at the Tooele chemical
demilitarization facility which is preparing for operational start-up. 
Instruments sales increased $31.3 million in 1994 primarily due to the
acquisition of Wallac late in the second quarter of 1993.  The 
$11.9 million decrease in Mechanical Components is primarily due to the
divestiture of an operation late in 1993.  Lower sales in our industrial
seal and valve businesses also contributed to the decrease.

Income from Operations

Income from operations of $47.4 million declined $13.3 million in 1994.
The $9.7 million decrease in Technical Services reflects the reduction in
available fee at the Kennedy Space Center and the impact of lower sales
in the automotive testing business. In addition, the 1993 results of
Technical Services included adjustments from favorable contract
negotiations. The decrease in DOE Support operating income is the result
of lower performance grades at Rocky Flats and Idaho. In Instruments, the
income contributed by the Wallac acquisition was offset by costs
associated with delays in new diagnostic product introductions and price

<PAGE>
 
                             EG&G, INC. AND SUBSIDIARIES

                  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

erosion in security instruments.  The Mechanical Components decrease
resulted from lower sales and inventory adjustments in the industrial
seal business and costs associated with new programs.  In
Optoelectronics, the increase resulted from higher levels of shipments
and improved margins resulting from cost reductions.  The increase in
general corporate expenses was due to separation costs and general cost
increases.

                     Liquidity and Capital Resources
                     -------------------------------

The Company's cash and cash equivalents decreased $16.7 million in the
first six months of 1994 while total debt increased $11.2 million.  Net
cash provided by operating activities totaled $22.7 million during the
period.  The Company invested $21.3 million in physical plant and
equipment during the first half of 1994.  The $8.9 million increase in
capital expenditures over 1993 was due primarily to a higher level of
investment to support new product development initiatives in the
Optoelectronics segment.

In the fourth quarter of 1993, the Board of Directors authorized the
purchase of up to a total of 5.5 million shares of the Company's common
stock through periodic purchases on the open market.  The Company has
purchased 2.2 million shares under this program to date, including
1.1 million shares purchased in the first quarter of 1994.  No shares
were purchased under the program in the second quarter pending an
evaluation of investment opportunities.

Effective March 21, 1994, the Company concluded the restructuring of its
credit facilities with the signing of two revolving credit agreements
totaling $250 million.  These agreements consist of a $175 million
364-day facility and a $75 million three-year facility and serve as
backup facilities for the commercial paper borrowing. 



<PAGE>

 
                      PART II.  OTHER INFORMATION

                       EG&G, INC. AND SUBSIDIARIES


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(b)      Reports on Form 8-K - There were no reports on Form 8-K filed
         for the three months ended July 3, 1994.


<PAGE>
                       EG&G, INC. AND SUBSIDIARIES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       EG&G, Inc.


                                       By /s/ Thomas J. Sauser
                                          ---------------------
                                          Senior Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)
                                                       
                  
Date  August 1, 1994