March 7, 1995



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

Dear Sir or Madam:

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

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

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

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

                                   Very truly yours,



                                   Donna W. Economou
                                   Senior Attorney

DWE/jp

Enclosures

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

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

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


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


Payment of Filing Fee (Check the appropriate box):

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

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

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

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

     4) Proposed maximum aggregate value of transaction:

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

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

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

1) Amount Previously Paid:

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

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

     Schedule 14A

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

3) Filing Party:

     EG&G, Inc.

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

4) Date Filed:


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

               NOTICE OF ANNUAL MEETING

To the Stockholders of EG&G, Inc.:

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

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

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

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

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

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

     All stockholders are cordially invited to attend the
Meeting.

                    By Order of the Board of Directors


                    MURRAY GROSS, Clerk

March 7, 1995

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

                   RETURN ENCLOSED PROXY CARD

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








                       NOTICE OF ANNUAL MEETING   

                                  AND

                         PROXY STATEMENT 1995























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


                       PROXY STATEMENT

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

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

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

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

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

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

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

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

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

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

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

                         Votes Required

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

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

                        ITEM NO. 1

                   ELECTION OF DIRECTORS

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

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

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

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

Nominees for Director for a three-year term expiring in 1998

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

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

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

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


               Directors whose terms expire in 1996

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

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

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

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

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

               Directors whose terms expire in 1997

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

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

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

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

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

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

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

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

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

Meetings

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

Director Compensation

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

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

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

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

           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

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


Name and Address      Amount and Nature Percent of
of Beneficial         of Beneficial     Class
Owner                 Ownership (1)     
_______________       _________________ ___________
                                  
INVESCO PLC (2)       4,620,550  (2)    8.4%

INVESCO North American
Group, Ltd. (2)

INVESCO, Inc. (2)

INVESCO North American
Holdings, Inc. (2)

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

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

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

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 Group Services, Inc., INVESCO, Inc., INVESCO North American Holdings, Inc., and INVESCO Capital Management, Inc. (the "Reporting Persons") states that each of the foregoing Reporting Persons is the beneficial owner of the same 4,620,550 shares and that each of the Reporting Persons has shared voting power and shared dispositive power over those 4,620,550 shares. Each of the Reporting Persons declares that the filing of the Schedule 13G shall not be deemed as an admission that it is the beneficial owner of the securities covered by the Schedule. (3) The Schedule 13G filed by The Regents of the University of California states that it has sole voting power and sole dispositive power over 3,343,000 shares. (4) The Schedule 13G filed by FMR Corp. states that FMR Corp. has sole dispositive power with respect to 4,067,284 shares held by various investment companies to which FMR Corp. acts as investment adviser (including 3,170,000 shares which are held by Fidelity Puritan Fund) and has sole voting power and sole dispositive power with respect to 12,625 shares held by a subsidiary of FMR Corp. SECURITY OWNERSHIP OF MANAGEMENT The following table shows the number of shares of Common Stock owned of record or beneficially (including unexercised stock options) on February 1, 1995, (i) by each of the Directors and nominees for Director individually, (ii) by each of the executive officers named in the Summary Compensation Table, and (iii) by all of the executive officers, Directors, and nominees for 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. Amount and Nature of Percent Name Beneficial Ownership of Class _____________________ ____________________ _________ John M. Kucharski(1)(2) 433,162 * Fred B. Parks(1) 93,461 * Edward H. Snow(1)(2) 125,985 * Charles M. Williams(1)(2) 122,184 * James O. Zane(1)(2) 111,597 * Samuel Rubinovitz(1)(2) 116,108 * Dean W. Freed(1) 44,024 * William F. Pounds 15,200 * Joseph F. Turley 15,600 * Kent F. Hansen 4,000 * Robert F. Goldhammer 14,000 * John B. Gray 11,800 * G. Robert Tod 9,000 * John Larkin Thompson 6,800 * Greta E. Marshall 3,800 * All executive officers, Directors, nominees for Director, of the Company as a Group, 33 in number, including those listed above (1)(2) 1,968,171 3.5% *Less than 1% NOTES 1) The amounts shown as beneficially owned by Messrs. Kucharski, Parks, Snow, Williams, Zane, Rubinovitz, and Freed, and by all executive officers, Directors, and nominees for Director as a group, include 374,000, 87,600, 68,700, 91,900, 103,300, 99,000, 14,824, and $1,652,324 shares, respectively, which are obtainable only upon exercise of, and payment for, outstanding, unexercised stock options. (2) Owners of all shares shown have sole voting and investment power except Messrs. Kucharski, Snow, Williams, Zane, and Rubinovitz and certain executive officers of EG&G, not identified by name in the above Table, as a group, who share investment and/or voting power over 24,962 shares, 54,986 shares, 20,684 shares, 8,297 shares, 5,940 shares, and 22,057 shares, respectively. The number of shares stated as being owned beneficially includes shares held beneficially by spouses, minor children, and certain trusts; the inclusion of such shares in the Proxy Statement, however, does not constitute an admission that the executive officers, Directors, or nominees for Director are direct or indirect beneficial owners of such shares. BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation and Stock Option Committee (Committee) of the Board of Directors is composed of four independent outside Directors. The Committee's report on executive compensation follows. Overall Philosophy The Company's overall executive compensation philosophy is based on the premise that compensation should be aligned with and support the Company's business strategy and long-term initiatives, enhance shareholder value and be competitive with that offered by comparable companies. Under the guidance of the Committee, compensation policies have been designed which link executive compensation to the attainment of the Company's specific goals. These policies also allow the Company to attract and retain those senior executives critical to the long-term success of a highly diversified organization by providing a competitive compensation package and recognizing and rewarding individual contributions. The key elements of the Company's executive compensation are base salary, annual incentive awards, and stock options. Section 162(m) of the Internal Revenue Code which became effective January 1, 1994 generally limits the deductibility of annual compensation for certain officers to $1 million. It is the general intention of the Committee to assure that officer compensation will meet the Section 162(m) requirements for deductibility. However, the Committee reserves the right to use its judgment to authorize compensation payments which may be in excess of the limit when the Committee believes such payment is appropriate, after taking into consideration changing business conditions or the officer's performance, and is in the best interest of the shareholders. The Committee will review its policy concerning Section 162(m) on a year by year basis. Base Salary Each year, the Committee reviews and establishes the base salary of the Chief Executive Officer based on the Company's performance, as measured by a combination of factors consisting principally of sales, earnings per share growth, return on equity, and on a comparison to executive compensation in other companies as revealed by the surveys referred to below. The Committee also reviews, approves or modifies, as deemed appropriate by the Committee, a salary plan recommended by the Chief Executive Officer and the Vice President of Human Resources for the positions of President, Executive Vice President and Senior Vice President. This plan, developed by the Human Resources staff, is based on the performance of each such Officer while taking into consideration the Company's performance as measured by the factors described above. Two national surveys are used to provide general overall guidance with respect to compensation levels. A special study is also conducted that contains compensation data on approximately 20 companies in the S&P High Technology Composite Index. The S&P High Technology Composite Index was chosen because it is comprised of companies in businesses similar to that of the Company and is one of the indices with which the Company's cumulative total shareholder return is compared in this Proxy Statement. The special compensation study was performed by a major consulting firm utilizing the compensation data contained in their compensation data bank. The report shows the average base and average total compensation for selected officer positions for companies comparable in size to EG&G, Inc. Generally, the compensation levels of EG&G officers are comparable with those for similar positions within the companies included in the above-mentioned surveys. In view of uncertain economic conditions in the U.S. and throughout the world, the base salaries of all officers, upon recommendation of the Chief Executive Officer and the approval of the Committee, were frozen from December, 1990 through the end of 1993. Officers who were promoted or whose salaries were found to be significantly below comparable data were eligible for salary adjustments. The salary freeze was discontinued at the end of 1993. In accordance with the Company's policy to pay competitive salaries, the base salary of most officers was increased in January 1994. Mr. Kucharski's base salary was increased to $650,000 per year in January 1994. Annual Incentive Plan Each year, the Committee reviews, approves or modifies as deemed appropriate, incentive plans based on performance goals established for each operating unit. Incentive awards are normally paid in cash upon the completion of the annual audit. The performance goals for Headquarters executives are earnings per share growth and return on equity. The performance goals for each operating unit are normally one, or a combination of, the following measurements: sales growth, profit growth , the operating profit to sales ratio, return on net investment, and cash flow. The incentive pool earned by any operating unit may be decreased by up to 50% in the event the Company does not attain its earnings per share growth goal. Individual incentive awards are made on the basis of responsibility and contribution to the operating unit's performance. Because 1994 earnings per share did not meet the established goal for 1994, Mr. Kucharski was not eligible to receive a 1994 incentive award. Stock Options Many studies indicate a correlation between stock ownership and performance. Under the Company's Stock Option Plans, stock options are granted to the Company's senior executives following guidelines established by the Committee. These guidelines are based primarily on competitive industrial practice as revealed by a long-term executive compensation survey covering a large number of public companies in a variety of industries in which the Company participates. The survey data show that the normal stock option award is a multiple of base salary. Beginning in 1991, the Committee began to use the Black-Scholes option pricing method as the basis for determining the value of the option grants. This method takes into consideration a number of factors including the stock's volatility, dividend rate, option term, and interest rates to estimate the option's present value. Mr. Kucharski was granted an option on 75,000 shares in 1994 based on the survey data and the application of the Black-Scholes option pricing method. Stock options are classified as long-term incentives and are intended to link the long-term interests of the executive with those of the stockholder. Stock options will provide value to the optionee only when the price of EG&G stock increases above the option price. All options are granted with an exercise price equal to the fair market value on the date of the grant. Compensation and Stock Option Committee G. Robert Tod (Chairman) Joseph F. Turley William F. Pounds Greta E. Marshall STOCK PERFORMANCE GRAPH Set forth below is a line graph comparing the cumulative total shareholder return on the Company's Common Stock against the cumulative total return of the S&P Composite-500 Stock Index and the S&P High Technology Composite Index for the period of five fiscal years commencing January 1, 1990 and ended January 1, 1995. Comparison of Five-Year Cumulative Total Return* EG&G, Inc. Common Stock, S&P Composite-500 and S&P High Technology Composite Indices
Indexed Returns Year Ending Company/Index Dec. Dec. Dec. Dec. Dec. Dec. 1989 1990 1991 1992 1993 1994 S&P 500 Index 100 96.90 126.42 136.05 149.76 151.74 EG&G, Inc. 100 93.15 152.76 123.14 118.28 94.10 High Tech Composite 100 102.12 116.50 121.31 149.22 173.92
* Assumes that the value of the investment in EG&G, Inc. Common Stock and each index was $100 on December 31, 1989 and that all dividends were reinvested. The following table sets forth information concerning the annual and long-term compensation for services to the Company for the 1992, 1993, and 1994 fiscal years, of those persons who were, at January 1, 1995 (i) the chief executive officer, and (ii) the other four most highly compensated executive officers of the Company. SUMMARY COMPENSATION TABLE Annual Compensation Other Annual Compen- Name and Salary Bonus sation(1) Principal Position Year ($) ($) ($) John M. Kucharski 1994 647,885 0 Chairman of the 1993 540,020 0 Board, President, 1992 540,020 230,000 and Chief Executive Officer Fred B. Parks 1994 333,350 0 Senior Vice 1993 241,438 70,000 President 1992 222,012 120,000 Edward H. Snow 1994 220,329 88,200 Vice President 1994 190,320 0 1992 190,320 75,000 C. Michael Williams 1994 249,439 37,300 Vice President 1993 220,012 70,000 1992 220,012 85,500 James O. Zane 1994 274,476 0 Senior Vice 1993 250,016 0 President 1992 210,000 150,000 SUMMARY COMPENSATION TABLE (CONT.) Long-Term Compensation Awards Payouts All Restricted Securities Other Stock Underlying LTIP Compen Name and Award(s) Options Payouts sation(2) Principal Position Year ($) (#) ($) ($) John M. Kucharski 1994 75,000 33,434 Chairman of the 1993 60,000 36,249 Board, President, 1992 50,000 39,746 and Chief Executive Officer Fred B. Parks 1994 35,000 3,300 Senior Vice 1993 20,000 7,099 President 1992 20,000 4,437 Edward H. Snow 1994 17,500 17,412 Vice President 1994 12,000 19,560 1992 10,000 21,882 C. Michael Williams 1994 19,000 15,026 Vice President 1993 12,600 17,400 1992 12,600 18,555 James O. Zane 1994 12,500 17,288 Senior Vice 1993 22,500 19,692 President 1992 25,000 25,660
NOTES (1) Perquisities and other personal benefits did not in the aggregate reach the lesser of $50,000 for any named executive officer or 10 percent of the total of annual salary and bonus reported in this table for such executive. (2) This column includes the actuarial benefit to the named executive officer of the split-dollar life insurance policy established in 1991 and the Company's contribution to the EG&G, Inc. Savings Plan. The actuarial benefit of the split-dollar life insurance to Messrs. Kucharski, Parks, Snow, Williams, and Zane is $28,484, $0, $12,462, $10,076, and $12,338, respectively. The Company makes no contribution to the term life portion of the split-dollar life insurance premium. The named executive officer contributes an amount each year to the split-dollar life insurance policy equal to the cost of the term life insurance under the policy. The amount reported in the column for 1994 for Messrs. Kucharski, Parks, Snow, Williams, and Zane includes $4,950, $3,300, $4,950, $4,950, and $4,950, respectively, as the Company's contribution to the EG&G, Inc. Savings Plan for the aforementioned executives. PENSION PLANS Employees Retirement Plan The Company and its subsidiaries maintain several basic retirement plans for the benefit of their employees, including officers. With four exceptions, all of the executive officers, including all of the five highest compensated executive officers, participate in the EG&G, Inc. Employees Retirement Plan (the "Retirement Plan"), the principal features of which are as follows. Subject to maximum benefit limitations prescribed by law, a participant will be entitled to receive an annual payment equal to the sum of 0.85 percent of the participant's Final Average Earnings (the average of the employee's base salary for the five consecutive highest-salaried years out of the last ten years of credited service with the Company) multiplied by the number of years of credited service with the Company plus 0.75 percent of the excess of such earnings over the Social Security Tax Base multiplied by the number of years of credited service (not in excess of 35) with the Company. All of the employees of EG&G, Inc. who participate in the Retirement Plan are required to either complete five years of service or reach their normal retirement date before they have a vested interest in the Retirement Plan. The following table sets forth information with respect to estimated annual benefits under the Retirement Plan, payable upon retirement to persons in the specified ranges of compensation and years of service. 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 $500,000 $117,233 $118,800 $118,800 $118,800 $118,800 475,000 111,233 118,800 118,800 118,800 118,800 450,000 105,233 118,800 118,800 118,800 118,800 400,000 93,233 118,800 118,800 118,800 118,800 375,000 87,233 116,310 118,800 118,800 118,800 350,000 81,233 108,310 118,800 118,800 118,800 325,000 75,233 100,310 118,800 118,800 118,800 300,000 69,233 92,310 115,388 118,800 118,800 275,000 63,233 84,310 105,388 118,800 118,800 250,000 57,233 76,310 95,388 114,465 118,800 225,000 51,233 68,310 85,388 102,465 118,800 200,000 45,233 60,310 75,388 90,465 105,543 175,000 39,233 52,310 65,388 78,465 91,543 150,000 33,233 44,310 55,388 66,465 77,543 125,000 27,233 36,310 45,388 54,465 63,543 100,000 21,233 36,310 35,388 42,465 49,543 75,000 15,233 20,310 25,388 30,465 35,543 50,000 9,233 12,310 15,388 18,465 21,543
NOTES (1)For the purpose of calculating the amounts shown in the above table, it is assumed that the participants in the specified ranges retired on December 31, 1994, and at age 65, and that all payments were made on a straight life annuity basis. These payments are not subject to any deduction for Social Security benefits. (2)Messrs. Kucharski, Parks, Snow, Williams, and Zane have respectively 29, 18, 6, 29, and 2 years of credited service under the EG&G, Inc. Employees Retirement Plan; and $150,000 of the 1994 compensation of each of Messrs. Kucharski, Parks, Snow, Williams, and Zane is covered by the Retirement Plan. The reasons for the difference between the amounts shown in the Summary Compensation Table and the amounts disclosed above are that compensation in excess of $150,000 and all incentive payments and deferred compensation amounts, other than amounts deferred under savings plans, are excluded in determining the compensation covered by the Retirement Plan. Supplemental Executive Retirement Plan In addition to the basic benefit plan outlined in the table above, the Company has created the EG&G, Inc. Supplemental Executive Retirement Plan (the "Supplemental Plan"), which provides additional benefits for executive officers. Officers at the Vice Presidential level and above, the General Counsel, the Corporate Controller, the Treasurer, the Assistant Treasurer, the Assistant Clerk, and others designated by the Board of Directors are eligible to receive benefits under the Supplemental Plan when they have reached 55 years of age and completed five years of service. In the event of a change of control as defined in the Supplemental Plan, however, participants in the Supplemental Plan are eligible to receive benefits regardless of age or years of service. If a participant dies prior to attaining age 55, but after the completion of five years of service, the participant's eligible spouse is entitled to receive a benefit in the form of a 50 percent surviving spouse option commencing on the date the participant would have attained age 55. During 1994, the Company charged $1,477,067 as an expense for the Supplemental Plan and made payments to retired officers and beneficiaries in the amount of $343,552. While the Company is not required to fund the Supplemental Plan, effective April 6, 1989, the EG&G, Inc. Non-Qualified Benefit Trust Agreement (the "Trust") was established by and between EG&G, Inc. and The Boston Safe Deposit and Trust Company. As of December 31, 1994, the Trust had a balance of $6,022,104. The purpose of the Trust is to provide greater assurance of the receipt of Supplemental Plan benefits. Amounts held in the Trust are subject to the claims of the Company's general creditors in the event of the Company's insolvency or bankruptcy. The Supplemental Plan is administered by the Compensation and Stock Option Committee of the Board of Directors. The Board of Directors may amend or terminate the Supplemental Plan at any time; however, such amendment or termination shall not reduce or eliminate the benefit payments currently being made or the accrued plan benefit of any participant. The Supplemental Plan provides an annual benefit payable at retirement equal to: (a) 0.85 percent of average total compensation (as defined below) for each year of credited service, plus 0.75 percent of average total compensation in excess of the Social Security Tax Base, less (b), (b) 100 percent of the participant's benefit accrued at date of termination and payable at normal retirement age under any Company-funded retirement plan, plus (c), (c) The reduction, if any, to the early retirement benefit payable from any Company-funded retirement plan due to the limitations as set forth in Section 415(b) of the Internal Revenue Code of 1986. The benefit payable under the Supplemental Plan, however, shall in no event be less than (c) above. Years of service after age 65 are not counted in determining benefits under the Supplemental Plan, nor is any actuarial adjustment made as a result of retirement before or after age 65. Average total compensation is the average of a participant's total cash compensation for the highest-compensated consecutive five years of credited service out of his last ten years of credited service prior to age 65 (or his age at earlier termination of employment). Messrs. Kucharski, Snow, Williams, and Zane have reached the minimum age of eligibility for retirement under the Supplemental Plan. In combination with the amounts payable under the EG&G, Inc. Employees Retirement Plan, Messrs. Kucharski, Snow, and Williams would receive $259,900, $16,573, and $103,386, respectively, assuming they retired on the last day of 1994 and received benefits in the form of a lifetime income. In combination with the amounts payable under the EG&G, Inc. Employees Retirement Plan and the Idaho National Engineering Laboratory Employee Retirement Plan, Mr. Zane would receive $144,121, assuming he retired on the last day of 1994 and received benefits in the form of a lifetime income. Employment and Other Agreements Compensation in the form of salary to Mr. Kucharski is paid pursuant to a three-year employment agreement with the Company dated November 1, 1993, automatically renewable for successive 3-year intervals, which provided for a minimum annual payment in 1994 of $650,000. Compensation in the form of salary to Messrs. Parks, Snow, Williams, and Zane is paid pursuant to one-year employment agreements with the Company dated November 1, 1993, automatically renewable for successive 1-year intervals, which provided for minimum annual payments in 1994 of $334,984, $220,532, $250,016, and $274,976, respectively. All of the employment agreements with the named executive officers contain provisions that provide that in the event of a change in control of the Company, the employment term shall be extended for a period of five (5) years from the date of the change of control. Following a change in control, if the named executive is terminated without "cause" or resigns for "good reason" (each as defined in the agreement), the named executive is entitled to receive a severance payment equivalent to five (5) years of base salary plus bonuses and continuation of certain benefits for five (5) years from the date of termination. Generally, a change in control will be deemed to have occurred in any of the following circumstances: 1) the acquisition of 30% or more of the outstanding voting stock of the Company by any person or entity; 2) during any period of two consecutive years, persons serving as Directors of the Company and those replacements or additions approved by a two-thirds vote of the Board, cease for any reason to constitute a majority of the Board; 3) the stockholders of the Company approve a merger or consolidation in which the voting securities of the Company outstanding immediately prior thereto would end up representing 50% or less of the voting power of the surviving entity; or 4) a plan for the complete liquidation or an agreement for the sale or disposition of all or substantially all of the assets of the Company is approved by the stockholders of the Company. All of the employment agreements with the named executive officers, with the exception of Mr. Kucharski's employment agreement, contain provisions that provide that upon termination initiated by the Company without cause, apart from a change in control situation, each executive would be entitled to continuation of his or her salary, bonus, and employee benefits for one (1) year from the date of termination. Mr. Kucharski's employment agreement provides that he would be entitled to the continuation of his salary, bonus, and employee benefits for three (3) years from the date of termination. In July 1994, the Company entered into an agreement with Mr. Richard Delio in connection with Mr. Delio's resignation as the Company's Senior Vice President and Chief Financial Officer. In accordance with the agreement, the Company paid Mr. Delio a lump sum severance payment of $562,510. In May and August 1994, respectively, the Company entered into agreements with Mr. Louis Williams and Mr. Elmar Illek, then Company Vice Presidents, relating to the terms of their separation from the Company. Pursuant to the agreements, the Company paid to Mr. Williams and Mr. Illek lump sum severance payments of $272,646 and $664,000, respectively. The Company has a renewable one-year consulting agreement, dated January 1, 1994, with Mr. Samuel Rubinovitz, a Director and former Executive Vice President of the Company. The Company paid Mr. Rubinovitz $13,425 in 1994 for services rendered pursuant to the consulting agreement. OPTION GRANTS The following table sets forth information on grants of stock options pursuant to the EG&G, Inc. 1992 Stock Option Plan during the fiscal year ended January 1, 1995, to the officers identified in the Summary Compensation Table. No stock appreciation rights were granted under that Plan during the last fiscal year. OPTION GRANTS TABLE OPTION GRANTS IN LAST FISCAL YEAR (1) GRANT DATE INDIVIDUAL GRANTS VALUE (2)
_______________________________________________________________________ NUMBER OF % OF TOTAL SECURITIES OPTIONS EXERCISE GRANT UNDERLYING GRANTED TO OR BASE DATE OPTIONS EMPLOYEES PRICE PER PRESENT GRANTED IN FISCAL SHARE(3) EXPIRATION VALUE(2) NAME (#) YEAR ($) DATE ($) _______________________________________________________________________ John M. Kucharski 75,000 10.2 14.2500 12/20/04 401,250 Fred B. Parks 35,000 4.7 14.2500 12/20/04 187,250 Edward H. Snow 17,500 2.4 14.2500 12/20/04 93,625 Charles M. Williams 19,000 2.6 14.2500 12/20/04 101,650 James O. Zane 12,500 1.7 14.2500 12/20/04 66,875
NOTES (1) All options granted by the Company in 1994 to the officers identified above are non-statutory options and vest in 20% increments over a period of five (5) years. The options become fully vested and immediately exercisable upon the death of the optionee while in the employ of the Company; upon termination of the optionee's employment due to permanent and total disability or upon retirement at a Company-recognized retirement age; or upon a change in control of the Company. (2) The Black-Scholes option pricing model was chosen to estimate the grant date present value of the options set forth in this table. The assumptions used at the time of grant in December of 1994 included expected market volatility of 27%, a 6 1/4% risk-free rate of return, a 2.3% dividend yield, and a 10-year exercise period. (3) The exercise or base price is equal to the fair market value of the Common Stock as determined by the closing price on the New York Stock Exchange-Composite Transactions on December 20, 1994, the date of grant. Option Exercises and Fiscal Year-End Values The following table sets forth information with respect to option exercises during the 1994 fiscal year and the number and value of unexercised options to purchase the Company's Common Stock held by the officers named in the Summary Compensation Table at the end of the 1994 fiscal year. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE TABLE
__________________________________________________________________ Number of Securities Value of Underlying Unexercised Unexercised In-The-Money Shares Options at Options at Acquired Value FY-End FY-End on Exercise Realized (#) ($) Name (#) ($) Exercisable/ Exercisable/ Unexercisable Unexercisable(1) __________________________________________________________________ John M. Kucharski 0 0 299,000/75,000 0/0 Fred B. Parks 0 0 52,600/35,000 0/0 Edward H. Snow 800 3,300 51,200/17,500 0/0 C. Michael Williams 3,500 9,625 72,900/19,000 0/0 James O. Zane 2,200 7,425 90,800/12,500 0/0
(1) Based on the fair market value (determined by averaging the high and the low selling price) on the New York Stock Exchange-Composite Transactions of the Company's Common Stock on December 30, 1994 ($14.25). ITEM NO. 2 AMENDMENT OF THE COMPANY'S ARTICLES OF ORGANIZATION TO PROVIDE FOR THE DECLASSIFICATION OF THE BOARD OF DIRECTORS, SUCH DECLASSIFICATION TO COMMENCE WITH THE ANNUAL MEETING OF STOCKHOLDERS IN 1996. Item 6 of the Company's Articles of Organization at present provides for the division of the Board of Directors into three classes, each class consisting as nearly as possible of one-third of the total number of Directors, with each class of Directors having a separate or staggered three-year term of office. Pursuant to a review undertaken by the Corporate Governance Committee of the Board of Directors, the Board has determined that eliminating the classified Board and instead having all of EG&G's Directors elected annually would best serve the interests of the Company and its stockholders. The Board has determined that this change should be implemented on a prospective basis, commencing with the Annual Meeting of Stockholders in 1996, so as not to shorten the term for which any incumbent Director already has been elected to serve. Thus, as proposed to be amended, the revised Articles of Organization would provide that at each Annual Meeting of Stockholders, commencing with the Annual Meeting of Stockholders in 1996, the successors of the Directors whose terms expire in that year shall be elected for a one-year term. Accordingly, upon the expiration in 1998 of the terms of the Directors elected at this year's Annual Meeting, all Directors will be elected to hold office for a one-year term.Accordingly, Management will present to the Meeting a proposal that the Company's Articles of Organization be amended to declassify the Board of Directors as discussed above by deleting Item 6 of the Company's Articles of Organization and substituting therefor a revised Item 6 as set forth in Exhibit A to this Proxy Statement. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF ORGANIZATION TO DECLASSIFY THE BOARD OF DIRECTORS. ITEM NO. 3 STOCKHOLDER PROPOSAL TO RECOMMEND THAT ALL FUTURE NON-EMPLOYEE DIRECTORS NOT BE GRANTED PENSION BENEFITS AND THAT CURRENT NON-EMPLOYEE DIRECTORS VOLUNTARILY RELINQUISH THEIR PENSION BENEFITS. Management has been advised that a stockholder (name and address and Common Stock holdings of proponent will be supplied upon oral or written request to the Clerk of the Corporation) intends to introduce a proposal at the Annual Meeting which recommends that all future non-employee Directors not be granted pension benefits and that current non-employee Directors voluntarily relinquish their pension benefits. THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO ITEM NO. 3 The Company has a Deferred Compensation Plan for non-employee Directors. The Plan provides for the payment of an annual benefit to the Director or his or her estate in an amount equal to the Director's annual retainer fee in effect at the time the Director's service on the Board ceases due to death, retirement, or resignation. The payments are made for the greater of five years or the number of years the Director served on the Board. Management believes that it is in the best interests of the Company and its stockholders to have capable and experienced individuals serving on the Company's Board of Directors. In order for the Company to be able to attract and to motivate such individuals, it is necessary for the Company to provide a benefits package competitive with that of other major corporations. The benefits offered by EG&G, including the Deferred Compensation Plan, are representative of those offered by other large corporations to their outside directors. With the increased recognition of the link between corporate governance and the long-term strategic success of a corporation, the demands on the time, commitment and expertise of individuals serving as directors of a major public corporation have risen to new levels. Accompanying these increased demands, has been a commensurate increase in director liability and accountability. The Company believes that it is necessary to compensate its Directors for their time and expertise. It strongly disagrees with the proponent that the providing of benefits to the Company's outside Directors such as the Deferred Compensation Plan will cause the Company's Directors to compromise their fiduciary responsibilities to the stockholders and, in effect, "rubber-stamp" management policies and initiatives to serve their own self-interest. The Company believes that its compensation package to outside directors not only helps to align the interests of its Directors with those of the Company but also provides for involved and motivated outside Board members with the capability and expertise to help create and insure the long-term growth and success of the Company. TEXT OF STOCKHOLDER PROPOSAL "RESOLVED, that the shareholders assembled in person and by proxy, recommend (i) that all future non-employee directors not be granted pension benefits and (ii) current non-employee directors voluntarily relinquish their pension benefits." SUPPORTING STATEMENT OF STOCKHOLDER "Aside from the usual reasons, presented in the past, regarding "double dipping", that is outside (non-employee) directors who are in almost all cases amply rewarded with their pension at their primary place of employment, and in many instances serving as outside pensioned directors with other companies, there are other more cogent reasons that render this policy as unacceptable. "Traditionally, pensions have been granted in both the private and public sectors for long term service. The service component usually represents a significant number of hours per week. The practice of offering pensions for consultants is a rarity. Outside directors' service could logically fit the definition of consultants and pensions for this type of service is an abuse of the term. "But more importantly, outside directors, although retained by corporate management, namely the C.E.O., are in reality representatives of shareholders. Their purpose is to serve as an impartial group to which management is accountable. Although outside directors are certainly entitled to compensation for their time and expertise, pensions have the pernicious effect of compromising their impartiality. In essence, pensions are management's grants to outside directors to insure their unquestioning loyalty and acquiescence to whatever policy management initiates, and at times, serving their own self interests. Thus, pensions become another device to enhance and entrench management's controls over corporate policies while being accountable only to themselves. As a founding member of the Investors Rights Association of America I feel this practice perpetuates a culture of corporate management "cronyism" that can easily be at odds with shareholder and company interest. "A final note in rebuttal to management's contention that many companies offer their outside directors pensions, so they can attract and retain persons of the highest quality. Since there are also companies that do not offer their outside directors pensions, can management demonstrate that those companies that offer pensions have a better performance record than their non-pensioned peers? In addition, do we have any evidence of a significant improvement in corporate profitability with the advent of pensions for outside directors? "I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION." ________________________________________________ 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 25, 1995, the Board of Directors selected the firm of Arthur Andersen LLP, independent public accountants, to act as the Company's auditors and to audit the books of the Company and its subsidiaries for 1995. Arthur Andersen LLP is currently performing these duties and has done so continuously since 1968. Representatives of Arthur Andersen LLP have been invited to the Annual Meeting and are expected to be present and will have an opportunity to make a statement if they so desire. They are also expected to be available to respond to appropriate questions from stockholders. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934. 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. STOCKHOLDER PROPOSALS In order to be considered for addition to the agenda for the 1996 Annual Meeting of Stockholders and to be included in the Proxy Statement and form of proxy, stockholder proposals should be addressed to the Clerk of the Company and must be received at the Corporate Offices of EG&G no later than November 7, 1995. By Order of the Board of Directors MURRAY GROSS, Clerk Wellesley, Massachusetts March 7, 1995 EXHIBIT A Article 6 of the Articles of Organization of EG&G, Inc. is amended by deleting Article 6 in its entirety and replacing it with the following: Meetings of Stockholders may be held within the Commonwealth of Massachusetts or elsewhere in the United States of America to the extent permitted by the By-Laws of the Corporation. The Directors may make, amend, or repeal the By-Laws of the Corporation in whole or in part at any meeting of the Directors by vote of a majority of the Directors then in office, except that the provisions thereof fixing the place of the meetings of Stockholders, designating the number necessary to constitute a quorum at meetings of the Stockholders, governing procedure with respect to the removal of Directors, and affording indemnification to Directors or officers may be made, amended, or repealed only by the Stockholders. The number of Directors which shall constitute the whole Board of Directors shall be such number, not less than three nor more than thirteen, as shall be fixed by vote of the Stockholders or the Board of Directors. During the time periods specified in this Article 6, the Board of Directors shall be divided into three classes in respect of term of office, each class to contain, as nearly as possible, one- third of the whole number of the Board. Of the Board of Directors elected at the Annual Meeting of Stockholders in 1975, the members of one class shall serve until the Annual Meeting of Stockholders held in the year following their election, the members of the second class shall serve until the Annual Meeting of Stockholders held two years following their election, and the members of the third class shall serve until the Annual Meeting of Stockholders held three years following their election; provided, however, that in each case Directors shall serve until their successors shall be elected and qualified. At each Annual Meeting of Stockholders, commencing with the Annual Meeting in 1976 through and including the Annual Meeting in 1995, the successors of the Directors of the class whose terms expire in that year shall be elected to serve until the Annual Meeting of Stockholders held three years next following (and until their successors shall be duly elected and qualified), so that the term of one class of Directors shall expire in each year. At each Annual Meeting of Stockholders, commencing with the Annual Meeting in 1996, the successors of the Directors whose terms expire in that year shall be elected to serve until the Annual Meeting of Stockholders held in the following year (and until their successors shall be duly elected and qualified), so that, upon the expiration in 1998 of the terms of the Directors elected at the Annual Meeting in 1995, all Directors shall be elected to hold office for a one-year term. A vacancy in the Board of Directors, however occurring, unless and until filled by the Stockholders, may be filled by the Directors. The number of the Board of Directors may be increased or decreased and one or more additional Directors elected at any special meeting of the Stockholders or by a vote of the Directors then in office. For so long as the Directors are divided into classes in accordance with the terms of this Article 6, Directors who are elected to fill vacancies, whether or not created by an enlargement of the Board, shall be apportioned among the classes so as to make all classes as nearly equal in number as possible. Directors who are elected to fill vacancies, whether or not created by an enlargement of the Board, shall serve until the expiration of the term of his or her predecessor and until his or her successor is duly elected and qualified. No decrease in the number of the Board of Directors shall shorten the term of any incumbent Directors. A Director may be removed from office (a) with or without cause, by vote of two-thirds of the stock outstanding and entitled to vote in the election of Directors, provided that the Directors of a class elected by a particular class of stockholders may be removed only by the vote of two-thirds of the shares of such class which are outstanding and entitled to vote or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him. To the fullest extent permitted by Chapter 156B of the Massachusetts General Laws, as it exists or may be amended, a Director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, notwithstanding any provision of law imposing such liability. APPENDIX EG&G LOGO P R O X Y EG&G, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS For Annual Meeting of Stockholders April 25, 1995 The undersigned hereby appoints John M. Kucharski, and Murray Gross, and each of them, proxies with power of substitution to vote, as indicated below, for and on behalf of the undersigned at the Annual Meeting of Stockholders of EG&G, Inc., to be held at the Sheraton Needham Hotel, 100 Cabot Street, Needham, Massachusetts on Tuesday, April 25, 1995, at 10:30 a.m., and at any adjournment thereof, hereby granting full power and authority to act on behalf of the undersigned at said Meeting: 1. ELECTION OF DIRECTORS Authority to fix the number of Directors at ten and to elect John M. Kucharski and John B. Gray for terms of three years each. SEE REVERSE SIDE. If you wish to vote in accordance with the Board of Directors' recommendations, just sign on the reverse side. You need not mark any boxes. SEE REVERSE SIDE Please mark votes as in this example. This Proxy when executed will be voted in the manner directed herein. If no direction is made, this Proxy will be voted FOR fixing the number of Directors at ten and the election of Directors, FOR the declassification of the Board of Directors, and AGAINST Proposal 3. The Board of Directors recommends a vote FOR Proposal 1. (1) Election of Directors (See Reverse). FOR WITHHELD FOR, except vote withheld from the following nominee(s): ____________________ ___________________ ______________ The Board of Directors recommends a vote FOR Proposal 2. (2) Declassification of the Board of Directors commencing with 1996 Annual Meeting of Stockholders. FOR AGAINST ABSTAIN The Board of Directors recommends a vote AGAINST Proposal 3. (3) Stockholder Proposal regarding not granting pension benefits to non-employee Directors. FOR AGAINST ABSTAIN Mark Here for Address Change and Note Change At Left Please sign exactly as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Signature_____________________Date Signature_____________________Date