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

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

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


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


  Payment of Filing Fee (Check the appropriate box):

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

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






       2) Aggregate number of securities to which transaction 
  applies:

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

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

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

       4) Proposed maximum aggregate value of transaction:

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

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

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

  1) Amount Previously Paid:

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

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

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

  3) Filing Party:

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

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










                       NOTICE OF ANNUAL MEETING

  To the Stockholders of EG&G, Inc.:

       The Annual Meeting of the Stockholders of EG&G, Inc., will be held
  at the Hilton Hotel at Dedham Place, 95 Dedham Place, Dedham,
  Massachusetts, on Tuesday, April 26, 1994, at 10:30 a.m., to consider
  and act upon the following:

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

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

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

       The Board of Directors has fixed the close of business on February
  25, 1994, as the record date for the determination of stockholders
  entitled to receive this notice and to vote at the Meeting.

        All stockholders are cordially invited to attend the Meeting.

                                 By Order of the Board of Directors


                                 MURRAY GROSS, Clerk

  March 17, 1994

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

                     RETURN ENCLOSED PROXY CARD

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



















                         NOTICE OF ANNUAL MEETING

                                    AND

                           PROXY STATEMENT 1994























  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 on April 26, 1994, and
  at any adjournment of that Meeting.  The date of this Proxy Statement is
  March 17, 1994, the approximate date on which the Proxy Statement and
  form of Proxy were first sent or given to stockholders.  EG&G, Inc. is
  sometimes referred to in this Proxy Statement as "EG&G" or the
  "Company."  EG&G, Inc. Common Stock, $1 par value (the only outstanding
  EG&G security with voting power), is referred to as the "Common Stock."

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

       The expenses connected with soliciting proxies will be borne by
  EG&G.  The Company expects to pay brokers, nominees, fiduciaries, and
  other custodians their reasonable expenses for forwarding proxy
  materials and annual reports to principals and obtaining their voting
  instructions.  Due to the limited time available for the solicitation of
  proxies, the Company has engaged Kissel-Blake Inc., of New York City, to
  assist in soliciting proxies from brokers, nominees, fiduciaries, and
  custodians and has agreed to pay Kissel-Blake Inc., $5,500 and
  out-of-pocket expenses for such efforts.  In addition to the use of the
  mails, certain Directors, officers, and employees may solicit proxies in
  person or by use of communications media.  

       The stock transfer books of EG&G will not be closed; however, the
  Board of Directors has fixed the close of business on February 25, 1994,
  as the record date for determining the stockholders entitled to receive
  notice and to vote their shares at the Annual Meeting.  On the record
  date, there were 55,823,147 shares of Common Stock outstanding and
  entitled to vote.  Each share of Common Stock carries with it the right
  to cast one vote, with no cumulative voting.  A majority of issued and
  outstanding shares constitutes a quorum.   
 








       The two items to be acted upon by the  stockholders are set forth on
  your proxy card and each of them is discussed in detail on the  following
  pages.   Shares represented  by proxy  will be  voted at  the Meeting  in
  accordance with your instructions, as indicated on the proxy card.
     
       The first item on the  proxy card is a proposal to fix the number of
  Directors  at  eleven and  to elect  three Directors  for terms  of three
  years each.   You are  provided the opportunity  to vote your shares  for
  granting, or withholding,  authority to fix  the number  of Directors  at
  eleven  and to  elect  the  three nominees  as  a  group by  marking  the
  interior of the appropriate box on  the proxy card.  Should you desire to
  withhold authority  to vote for  specific nominees,  please identify  the
  exceptions in  the appropriate  space provided on  the proxy card.   Your
  shares will be voted as you indicate.  If  you sign and return your proxy
  card and make  no indication  concerning Item No.  1 on  the proxy  card,
  your shares will be voted "For" fixing the number of Directors at  eleven
  and electing the nominees named in this Proxy Statement.

       The second  item is a  stockholder proposal to request  the Board of
  Directors to  commission  a  subcommittee  to develop  criteria  for  the
  acceptance and execution of military contracts.  With respect  to Item  No. 
  2, you are provided  the opportunity  to vote for  or against  adopting 
  the  proposal or  to abstain from  voting.  Your shares will be voted as  
  you indicate; or not voted if you elect  to abstain.   If you do  not make 
  an  indication concerning this item,  your shares will be voted "Against" 
  Item No. 2. 

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

       EG&G's  Annual  Report to  Stockholders  for 1993  has  already been
  mailed to  its stockholders or  is enclosed herewith.   It should not  be
  considered either  as part  of this  Proxy Statement  or as  incorporated
  herein by reference.




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










                           Votes Required

       The affirmative  vote of  the holders  of a  plurality of  the votes
  cast at  the Meeting  is required  for the  election of  directors.   The
  affirmative vote  of the holders  of a majority  of the shares of  Common
  Stock present or represented at the Meeting  is required for the approval
  of the stockholder proposal to be voted upon. 

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

                          Item No. 1
                     ELECTION OF DIRECTORS

       The Articles  of Organization and  By-Laws of EG&G  provide that the
  number of Directors, not  less than three nor  more than thirteen,  shall
  be fixed  by the  stockholders and  that approximately  one-third of  the
  Directors shall  be  elected each  year for  terms of  three years  each.
  There are, at present,  twelve Directors  of the Company.   The terms  of
  four of the Directors expire at this year's  Annual Meeting; the terms of
  three other  Directors expire  at the  Annual Meeting  in  1995; and  the
  terms of  the remaining five  Directors expire at  the Annual Meeting  in
  1996.   Ms.  Gail Deegan  has announced  her  intention not  to seek  re-
  election to  the EG&G Board of Directors  following the expiration of her
  term at this year's Annual Meeting.

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

                      Joseph F. Turley
                      Kent F. Hansen
                      John Larkin Thompson

    THE  BOARD OF DIRECTORS  RECOMMENDS A VOTE  "FOR" FIXING  THE NUMBER OF
  DIRECTORS AT  ELEVEN AND FOR ELECTING THE THREE  NOMINEES NAMED ABOVE FOR
  TERMS OF THREE YEARS EACH.










       It is intended that the shares represented  by proxies will be voted
  to  fix the number  of Directors  at eleven and  for the  election of the
  three  nominees  (unless one  or  more of  the nominees are  unwilling or
  unable to serve)  for terms of three  years each, unless a  contrary vote
  is indicated on  the proxy cards.   The  Board of Directors  knows of  no
  reason  why any nominee  should be unable or  unwilling to  serve, but if
  such should  be the case, the  persons named as proxies  in the Proxy may
  vote  the for  the election  of a  substitute.  In no  event will  shares
  represented  by  proxies be  voted  for  more than  three  nominees.   To
  apprise you  of the  qualifications of  the Directors,  we are  including
  information concerning  the nominees  and the  eight incumbent  Directors
  whose terms of office expire in 1995 or 1996.

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

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

  Joseph F. Turley  was elected President  and Chief  Operating Officer  of
  The Gillette Company  and a member of its Board of Directors in 1980.  He
  retired from Gillette  in April of 1988.   Mr. Turley joined  Gillette in
  1960  as  special advisor  on  public  affairs  and  subsequently held  a
  variety of staff  and operational posts.  In 1966, he was assigned to the
  Gillette subsidiary in Spain,  where he later became General Manager.  He
  was  named President  of Gillette  Canada  in 1969  and  returned to  the
  United States  as President of  the Safety Razor  Division in 1971.   Mr.
  Turley was elected Executive Vice  President in charge of  Gillette North
  America in 1976,  a post he  held until  his election as  President.   He
  received a Bachelor of Arts  Degree in economics from  Harvard University
  in 1950  and  a  Master's  Degree in  business  and  economics  from  the
  University of  Minnesota in 1950.  Mr.  Turley is a member  of the Boards
  of Directors of The Gillette  Company, 16 investment companies  sponsored
  by  New England  Mutual Life  Insurance Company,  and Copley  Properties,
  Inc., Boston, Massachusetts.   Active in civic affairs, Mr. Turley serves
  on the  Board of Directors  of the South  Boston Neighborhood House.   In
  addition,  he  is a  Member  of  the  Corporation of  Brigham  &  Women's
  Hospital, Inc.   


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








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


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

  Mr. Thompson  served as  President and  Chief Executive  Officer of  Blue
  Cross  &  Blue   Shield  of  Massachusetts,  Inc.  from  1988  until  his
  retirement  in  1992.    He  served  as  President   of  Blue  Shield  of
  Massachusetts, Inc. and Blue Cross  of Massachusetts, Inc. from  1970 and
  1987,  respectively, until  December 30,  1988 when  those  two companies
  merged.   Prior  to his  service with  Blue  Cross and  Blue Shield,  Mr.
  Thompson was an  associate and then partner  with the Boston law  firm of
  Palmer & Dodge.   He holds  a Bachelor of  Science degree from  Villanova
  University, a Master  of Science degree from Columbia University Graduate
  School  of  Business,   and  a  Juris  Doctor  (cum  laude)  from  Boston
  University School of Law and is a Member of the Massachusetts and  Boston
  Bar Associations.   Mr.  Thompson retired  from the  United States  Naval
  Reserve in 1976 as a  Commander.  Mr. Thompson is a  Director of American
  Medical Response, Inc.   He is a  Trustee and former Chairman of  the New
  England Aquarium, Chairman  of the Artery Business Committee,  Trustee of
  the Boston Plan  for Excellence,  and Trustee  of Emmanuel  College.   He
  also  served  as Chairman  of  the United  Way  of Massachusetts  Bay and
  Chairman of  the Massachusetts Port Authority.  He  currently serves as a
  Director of several other civic and charitable organizations. 










                 Directors whose terms expire in 1995

  JOHN  M.  KUCHARSKI:   Age  58; Principal  Occupation:   Chairman  of the
  Board, President, and  Chief Executive Officer  of EG&G.   Mr.  Kucharski
  has been a  Director of the  Company since  1986 and is  a member of  the
  Executive Committee of the  Board of Directors.  He joined the Company in
  1972 when Challenger  Research, Inc., a firm  he co-founded in 1965,  was
  acquired by  EG&G.   Mr. Kucharski was  elected a  Vice President of  the
  Company in 1979,  a Senior  Vice President  in 1982,  and Executive  Vice
  President  in 1985.   He was  promoted to  the position of  President and
  Chief Operating   Officer  in 1986, was  named to  the position of  Chief
  Executive Officer  in 1987, and  elected Chairman of  the Board in  1988.
  He is  a Director  of Nashua  Corporation, New  England Electric  System,
  State Street  Boston Corporation,  and Eagle  Industry Co.,  Ltd.   He is
  also a Director  of the Massachusetts  High Technology  Council, Inc.  He
  serves  on  the  Boards  of  Trustees  of  Marquette  University,  George
  Washington University, and the National Security Industrial Association.


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


  JOHN B.  GRAY:   Age  66; Principal  Occupation:   Former  President  and
  Director  of  Dennison  Manufacturing  Company,  a  subsidiary  of  Avery
  Dennison  Corporation,   a  diversified  manufacturer  serving  worldwide
  markets  for   office  products,  industrial   systems,  packaging,   and
  pressure-sensitive base  materials.  Mr.  Gray has been  a member of  the
  Board of Directors  of EG&G since 1983  and is a member of  the Executive
  Committee  and the  Audit  Committee and  Chairman  of the  Benefit Plans
  Investment Committee.    He also  serves  as a  Director of  the  Liberty
  Mutual  Insurance Companies,  the  Stackpole  Corporation, and  is  Board
  Chairman of the Executive Service  Corps of New England.   Mr. Gray is  a
  Trustee  of  Wentworth  Institute  of  Technology  and  the  New  England
  Aquarium  as  well  as  an  Incorporator  of  the  Massachusetts  General
  Hospital. 
  








                 Directors whose terms expire in 1996

  SAMUEL  RUBINOVITZ:   Age 64;  Principal  Occupation:   Retired Executive
  Vice President of EG&G.   Mr. Samuel Rubinovitz served as  Executive Vice
  President of EG&G from  1989 until his recent retirement from the Company
  in January of 1994.   He was Senior Vice  President of EG&G in  charge of
  the   Company's  commercial  operations  from  1986  to  1989,  and  Vice
  President, Electron  Devices Group  from 1979  to 1986.   Mr.  Rubinovitz
  joined  EG&G, Inc. in 1963 as Marketing Manager for the Electron Products
  Division  and served  as General  Manager of  the Electro-Optics Division
  for the  period 1970  through 1978.   He was voted  a Member of  the EG&G
  Board  of Directors in  1989 and is a  member of  the Executive Committee
  and  the Corporate Governance Committee.   He is a Director of Richardson
  Electronics   Ltd.,    Chicago,   Illinois;   Kronos,    Inc.,   Waltham,
  Massachusetts; and KLA Instruments Corporation, Santa Clara, California.


  WILLIAM  F. POUNDS:    Age 66;  Principal  Occupation:   Professor, Sloan
  School of  Management, Massachusetts Institute of  Technology, Cambridge,
  Massachusetts, since  1961.   Dr. Pounds has  been a  Member of the  EG&G
  Board  of Directors  continuously  since 1969  and  is  a member  of  the
  Compensation and  Stock Option  Committee and Chairman  of the  Corporate
  Governance Committee of the  Board of Directors.   He is a member  of the
  American Academy  of Arts  and Sciences.   Dr.  Pounds also  serves as  a
  Director of  the Putnam  Funds;  the Sun  Company, Inc.;  M/A COM,  Inc.;
  Idexx Laboratories,  Inc.;  and Perseptive  Biosystems,  Inc.   He  is  a
  Trustee of  the Museum of  Fine Arts  of Boston and  an Overseer of  WGBH
  Educational Foundation.                        

  ROBERT  F.   GOLDHAMMER:    Age  63;  Principal  Occupation:    Principal
  shareholder of Concord  International Partners, a merchant  banking firm.
  He has been  a Member of the  EG&G Board of Directors  continuously since
  1981  and is Chairman of the Audit  Committee and a member of the Benefit
  Plans Investment Committee  of the Board  of Directors.   Mr.  Goldhammer
  served as a Vice President and Vice Chairman of  the Management Committee
  of Kidder, Peabody  & Co., Inc. from  1982 to 1986.  Mr.  Goldhammer is a
  Director  of  Esterline  Technologies and  serves  as  Board Chairman  of
  ImClone Systems Incorporated.


  G.  ROBERT  TOD: Age  54;  Principal  Occupation:    President and  Chief
  Operating Officer  and  Director of  the  CML  Group, Inc.,  a  specialty
  marketing  company.   He  was  elected a  Member  of  the EG&G  Board  of
  Directors in 1984 and  is Chairman of the  Compensation and Stock  Option
  Committee and a member of the 










  Nominating Committee  of the Board of  Directors.  Mr. Tod  is co-founder
  of  the CML  Group,  Inc.  and has  served  as  its President  and  Chief
  Operating Officer  from 1969 to  the present.   Mr. Tod is  a Director of
  SCI Systems, Inc., and is  a Trustee of Rensselaer  Polytechnic Institute
  and of Emerson Hospital.
      

  GRETA E. MARSHALL,  CFA:   Age 56; Principal  Occupation:  Principal  and
  founder in  1988 of  The Marshall  Plan, a  financial investment  company
  with offices in Boston, Massachusetts  and Incline Village, Nevada.   She
  was elected a Member  of the Board of Directors of EG&G  in 1990 and is a
  Member of the  Compensation and Stock  Option Committee  and the  Benefit
  Plans  Investment Committee of the Board  of Directors.  Ms. Marshall was
  Director, Investments,  Deere & Company,  Moline, Illinois, from 1974  to
  1984.   She  was President  of  Baybanks Investment  Management,  Boston,
  Massachusetts, in 1984  and 1985 and Investment Manager of the California
  Public Employees Retirement System from 1985 to 1988.  



           INFORMATION RELATIVE TO THE BOARD OF DIRECTORS
                  AND CERTAIN OF ITS COMMITTEES

       A  formal Audit Committee  of the Board of  Directors was created in
  1971.  The present Committee, which met three times in 1993, is  composed
  of four Directors - Messrs.  Goldhammer (Chairman), Gray, and  Hansen and
  Ms. Deegan, none of whom is an employee of the Company. 

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

       The  Compensation  and  Stock  Option  Committee  of  the  Board  of
  Directors, which met four  times in 1993, is composed of four Directors -
  Messrs. Tod  (Chairman),  Turley  and  Pounds  and  Ms.  Marshall.    The
  Committee reviews  and approves the  salaries and incentive  compensation
  of  the  Chairman   of  the  Board,  the  Chief  Executive  Officer,  the
  President, and the Executive and  Senior Vice Presidents.   The Committee
  also reviews and approves the  
  








  Management  Incentive  Plans   of  the  Company  and   its  subsidiaries,
  administers the  stock option plans  adopted by the  Company, and reviews
  and approves such other employment  and compensation matters as  it deems
  necessary and proper.

       The Corporate Governance Committee of the Board of  Directors, which
  met two times in  1993, is  composed of five  Directors - Messrs.  Pounds
  (Chairman),  Rubinovitz,  Freed,  Hansen and  Thompson.    The  Committee
  examines  and  defines   the  Board  of  Directors'  role   in  corporate
  governance,  formulates  policy  to  deal  with  and   be  responsive  to
  shareholder concerns, and formulates guidance,  for management action, to
  deal  with evolving  social  issues, both  internal  and external  to the
  organization.

       A Nominating  Committee of  the Board  of Directors  was created  in
  1991.  The  present Committee, which met  two times in 1993,  is composed
  of four Directors -  Messrs. Thompson (Chairman),  Tod and Hansen and Ms.
  Deegan.     The  Committee   establishes  criteria   for  nomination   or
  renomination  as a  Director, develops  procedures for  the nomination or
  renomination  process,  and  identifies  and  recommends  candidates  for
  nomination to the  Board of Directors. Any stockholder desiring to submit
  a candidate  for consideration  by the Nominating  Committee should  send
  sufficient biographical 










  data  and  background information  concerning the  candidate to  enable a
  proper judgment  as to the candidate's  qualifications, together with any
  other  relevant information, to:   Chairman of  the Nominating Committee,
  c/o EG&G, Inc., 45 William Street, Wellesley, MA 02181.

       A Benefit Plans Investment Committee  of the Board of  Directors was
  created in  October of 1991.  The present  Committee, which met two times
  in 1993, is composed of four Directors - Messrs. Gray  (Chairman), Turley
  and Goldhammer  and Ms. Marshall.   The Committee  reviews the investment
  of funds held in the Company's employee benefit plans.

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


  Meetings

       The  Board of  Directors met  seven times  in 1993.    All Directors
  attended at least 75  percent of the aggregate number of  meetings of the
  Board  of  Directors  and  the committees  of  the  Board  on which  they
  respectively served.


  Director Compensation

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










       The Board  of Directors  approved and  adopted the  EG&G, Inc.  1990
  Director Stock  Plan on  January 24,  1990 and  the stockholders of  EG&G
  approved the  Director Stock Plan  at the Annual  Meeting of Stockholders
  on  April  24, 1990.    The Director  Stock  Plan provides  that  on each
  January 31, non-employee Directors who served  for the preceding calendar
  year  shall receive 800 shares  of Common Stock.  If  a Director fails to
  attend at least 75  percent of  the aggregate number  of meetings of  the
  Board and  the  committees  on  which  the  Director  served  during  the
  preceding year, the number of shares  of Common Stock will be reduced  to
  400 shares and no shares will be  issued if a Director fails to attend 50
  percent of such meetings.   In accordance with  the Director Stock  Plan,
  in  February  of 1994,  the  ten  non-employee  Directors  who served  as
  Directors for  the  1993 calendar  year  received  800 shares  of  Common
  Stock, with  a fair market value  to each such  Director at that  time of
  $15,050.  

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

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


             SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

       The  following  table  identifies  the  only persons  known  to  the
  Company  to  be  beneficial  owners  of  five  percent  or  more  of  the
  outstanding shares of Common  Stock.  The information  in this table  and
  the  footnotes is  taken from  a Schedule  13G dated  February 10,  1994,
  filed by  INVESCO PLC, a Schedule  13G dated February   7, 1994, filed by
  The  Regents of the  University of  California, and a  Schedule 13G dated
  February  11, 1994, filed by  FMR Corp. with  the Securities and Exchange 
  Commission.   
 








Name and Address Amount and Nature Percent of of Beneficial of Beneficial Class Owner Ownership (1) ________________ _________________ ___________ INVESCO PLC (2) 5,961,450 (2) 10.4% INVESCO North American Group, Ltd. (2) INVESCO, Inc. (2) INVESCO North American Holdings, Inc. (2) INVESCO Capital Management, Inc. (2) c/o 11 Devonshire Square London EC2M 4YR England The Regents of the 3,343,000 (3) 5.84% University of California 300 Lakeside Drive Office of the Treasurer Oakland, CA 94612 FMR Corp. 3,535,909 6.18% 82 Devonshire Street Boston, MA 02109 NOTES (1) There are no shares included with respect to which such persons have a right to acquire beneficial ownership. (2) The Schedule 13G filed by INVESCO PLC on behalf of itself, as the parent holding company, and its subsidiaries, INVESCO North American Group, Ltd., INVESCO, Inc., INVESCO North American Holdings, Inc., and INVESCO Capital Management, Inc. (the "Reporting Persons") states that each of the foregoing Reporting Persons is the beneficial owner of the same 5,961,450 shares and that each of the Reporting Persons has shared voting power and shared dispositive power over those 5,961,450 shares. Each of the Reporting Persons declares that the filing of the Schedule 13G shall not be deemed as an admission that it is the beneficial owner of the securities covered by the Schedule. (3) The Schedule 13G filed by The Regents of the University of California states that it has sole voting power and sole dispositive power over 3,343,000 shares. (4) The Schedule 13G filed by FMR Corp. states that it has sole voting power over 111,625 shares and sole dispositive power over 3,535,909 shares.
SECURITY OWNERSHIP OF MANAGEMENT The following table shows the number of shares of Common Stock owned of record or beneficially (including unexercised stock options) on February 1, 1994, by each of the Directors and nominees for Director individually, by each of the executive officers named in the Summary Compensation Table, and by all of the executive officers, Directors, and nominees for Director as a group. No Director, nominee for Director, or executive officer of the Company owned any equity securities of the Company other than Common Stock on that date.
Amount and Nature of Percent Name Beneficial Ownership of Class _____________________ ____________________ _________ John M. Kucharski(1)(2) 356,154 * James R. Dubay (1) 22,000 * Fred B. Parks(1)(2) 58,461 * Samuel Rubinovitz(1)(2) 115,945 * C. Michael Williams(1)(2) 106,092 * Dean W. Freed(1) 43,224 * William F. Pounds 14,400 * Joseph F. Turley 14,800 * Kent F. Hansen 3,200 * Robert F. Goldhammer 13,200 * John B. Gray 11,000 * G. Robert Tod 8,200 * John Larkin Thompson 6,000 * Greta E. Marshall 3,000 * Gail Deegan(2) 3,200 * All executive officers, Directors, nominees for Director, of the Company as a Group, 30 in number, including those listed above (1)(2) 1,712,477 2.9% *Less than 1% NOTES 1) The amounts shown as beneficially owned by Messrs. Kucharski, Dubay, Parks, Rubinovitz, Williams, and Freed, and by all executive officers, Directors, and nominees for Director as a group, include 299,000, 22,000, 52,600, 99,000, 76,400, 14,824, and 1,331,224 shares, respectively, which are obtainable only upon exercise of, and payment for, outstanding, unexercised stock options. (2) Owners of all shares shown have sole voting and investment power except Messrs. Kucharski, Rubinovitz, and Williams and Ms. Deegan and certain executive officers of EG&G, not identified by name in the above Table, as a group, who share investment and/or voting power over 24,954 shares, 5,940 shares, 20,092 shares, 200 shares, and 84,621 shares, respectively. The number of shares stated as being owned beneficially includes shares held beneficially by spouses, minor children, and certain trusts; the inclusion of such shares in the Proxy Statement, however, does not constitute an admission that the executive officers, Directors, or nominees for Director are direct or indirect beneficial owners of such shares.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation and Stock Option Committee (Committee) of the Board of Directors is composed of four independent outside Directors. The Committee's report on executive compensation follows. Overall Philosophy The Company's overall executive compensation philosophy is based on the premise that compensation should be aligned with and support the Company's business strategy and long-term initiatives, enhance shareholder value and be competitive with that offered by comparable companies. Under the guidance of the Committee, compensation policies have been designed which link executive compensation to the attainment of the Company's specific goals. These policies also will allow the Company to attract and retain those senior executives critical to the long-term success of a highly diversified organization by providing a competitive compensation package and recognizing and rewarding individual contributions. The key elements of the Company's executive compensation are base salary, annual incentive awards, and stock options. Base Salary Each year, the Committee reviews and establishes the base salary of the Chief Executive Officer based on the Company's performance, as measured by a combination of factors consisting principally of sales growth, earnings per share growth, return on equity, and on a comparison to executive compensation in other companies as revealed by industry surveys. The Committee also reviews, approves or modifies, as deemed appropriate by the Committee, a salary plan recommended by the Chief Executive Officer and the Vice President of Human Resources for the positions of President, Executive Vice President, and Senior Vice President. This plan, developed by the Human Resources staff, is based on the performance of each such Officer while taking into consideration the Company's performance as measured by the factors described above. Two national surveys are used to provide general overall guidance with respect to compensation levels. A special study is also conducted that contains compensation data on approximately 25 companies in the S&P High Tech Composite Index. In view of uncertain economic conditions in the U.S. and throughout the world, the base salaries of all Officers, upon recommendation of the Chief Executive Officer and the approval of Committee, were frozen from December, 1990 through the end of 1993. During the freeze, Officers who were promoted or whose salaries were found to be significantly below comparable date were eligible for salary adjustments. Pursuant to this policy, Mr. Kucharski's base salary was not increased in 1993. Annual Incentive Plan Each year, the Committee reviews, approves or modifies as deemed appropriate, incentive plans based on performance goals established for each operating unit. Incentive awards are normally paid in cash upon the completion of the annual audit. The performance goals for Headquarters executives are earnings per share growth and return on equity. The performance goals for each operating unit are normally one, or a combination of, the following measurements: sales growth, profit growth, the operating profit to sales ratio, return on net investment, and cash flow. The incentive pool earned by any operating unit may be decreased by up to 50% in the event the Company does not attain its earnings per share growth goal. Individual incentive awards are made on the basis of responsibility and contribution to the operating unit's performance. Because 1993 earnings per share did not exceed 1992 earnings per share, Mr. Kucharski was not eligible to receive a 1993 incentive award. Stock Options Many studies indicate a correlation between stock ownership and performance. Under the Company's Stock Option Plans, stock options are granted to the Company's senior executives following guidelines established by the Committee. These guidelines are based primarily on competitive industrial practice as revealed by a long-term executive compensation survey in which the Company participates. The survey data shows that the normal stock option award is a multiple of base salary. Beginning in 1991, the Committee began to use the Black-Scholes option pricing method as the basis for determining the value of the option grants. This method takes into consideration a number of factors including the stock's volatility, dividend rate, option term, and interest rates to estimate the option's present value. Mr. Kucharski was granted an option on 60,000 shares in 1993 based on the survey data and the application of the Black-Scholes option pricing method. Stock options are classified as long-term incentives and are intended to link the long-term interests of the executive with those of the stockholder. Stock options will provide value to the optionee only when the price of EG&G stock increases above the option price. All options are granted at fair market value on the date of the grant. Compensation and Stock Option Committee G. Robert Tod (Chairman) Joseph F. Turley William F. Pounds Greta E. Marshall STOCK PERFORMANCE GRAPH Set forth below is a line graph comparing the cumulative total stockholder return on the Company's Common Stock against the cumulative total return of the S&P Composite-500 Stock Index and the S&P High Technology Composite Index for the period of five fiscal years commencing January 2, 1989 and ended January 2, 1994.
Comparison of Five-Year Cumulative Total Return* EG&G, Inc. Common Stock, S&P Composite-500 and S&P High Technology Composite Indices Indexed \ Cumulative Returns Base Period Return Return Return Return Return Company \ Index Name 1988 1989 1990 1991 1992 1993 -------------------- ------ ------ ------ ------ ------ ------ EG&G INC 100 120.75 112.48 184.46 148.70 142.82 HIGH TECH COMPOSITE 100 98.63 100.72 114.90 119.64 147.17 S&P 500 INDEX 100 131.69 127.60 166.47 179.15 197.21 * Assumes that the value of the investment in EG&G, Inc. Common Stock and each index was $100 on January 1, 1989 and that all dividends were reinvested.
The following table sets forth information concerning the annual and long-term compensation for services to the Company for the 1991, 1992, and 1993 fiscal years, of those persons who were, at January 2, 1994 (i) the chief executive officer, and (ii) the other four most highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE Long-Term Compensation Annual ------------------------ Compensation Awards Payouts _____________________________________________________________________________________________________________________ Other Annual Restricted Securities All Other Compen- Stock Underlying LTIP Compen- Name and Salary Bonus sation Award(s) Options Payouts sation (2) Principal Position Year ($) ($) ($) ($) (#) ($) ($) _____________________________________________________________________________________________________________________ John M. Kucharski 1993 540,020 0 60,000 36,249 Chairman of the 1992 540,020 230,000 50,000 39,736 and Chief 1991 540,020 351,000 50,000 42,198 Executive Officer James R. Dubay 1993 189,280 136,000 0 15,536 Vice President 1992 189,280 66,250 0 18,433 1991 189,280 126,000 9,000 10,600 Fred B. Parks 1993 241,938 70,000 20,000 7,099 Senior Vice 1992 220,012 120,000 20,000 4,437 President 1991 220,012 125,000 12,600 3,990 Samuel Rubinovitz 1993 301,964 0 25,000 25,319 Executive Vice 1992 301,964 128,000 27,000 27,615 President 1991 301,964 196,000 27,000 29,261 C. Michael 1993 220,012 70,000 12,600 17,400 Williams 1992 220,012 85,500 12,600 18,555 Vice President 1991 220,012 150,000 12,600 18,776 NOTES (1) Perquisites and other personal benefits did not in the aggregate reach the lesser of $50,000 for any named individual or 10 percent of the total of annual salary and bonus reported in this table for such person. (2) This column includes the actuarial benefit of the split dollar life insurance policy established in 1991 and the Company's contribution to the EG&G, Inc. Savings Plan. The amount reported in the column for 1993 for Messrs. Kucharski, Dubay, Parks, Rubinovitz, and Williams includes 29,174, 8,461, 24, 18,244, and 10,325, respectively, as the actuarial benefit of the split dollar life insurance policy for the aforementioned executives and 7,075, 7,075, 7,075, 7,075, and 7,075, respectively, as the Company's contribution to the EG&G, Inc. Savings Plan for the aforementioned executives.
PENSION PLANS Employees Retirement Plan The Company and its subsidiaries maintain several basic retirement plans for the benefit of their employees, including officers. With four exceptions, all of the executive officers, including four of the five highest compensated executive officers, participate in the EG&G, Inc. Employees Retirement Plan (the "Retirement Plan"), the principal features of which are as follows. Subject to maximum benefit limitations prescribed by law, a participant will be entitled to receive an annual payment equal to the sum of 0.85 percent of the participant's Final Average Earnings (the average of the employee's base salary for the five consecutive highest-salaried years out of the last ten years of credited service with the Company) multiplied by the number of years of credited service with the Company plus 0.75 percent of the excess of such earnings over the Social Security Tax Base multiplied by the number of years of credited service (not in excess of 35) with the Company. All of the employees of EG&G, Inc. who participate in the Retirement Plan are required to either complete five years of service or reach their normal retirement date before they have a vested interest in the Retirement Plan. The following table sets forth information with respect to estimated annual benefits under the Retirement Plan, payable upon retirement to persons in the specified ranges of compensation and years of service.
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 ________ ________ ________ ________ ________ _______ $500,000 115,641 115,641 115,641 115,641 115,641 475,000 111,300 115,641 115,641 115,641 115,641 450,000 105,300 115,641 115,641 115,641 115,641 400,000 93,300 115,641 115,641 115,641 115,641 375,000 87,300 115,641 115,641 115,641 115,641 350,000 81,300 108,400 115,641 115,641 115,641 325,000 75,300 100,400 115,641 115,641 115,641 300,000 69,300 92,400 115,500 115,641 115,641 275,000 63,300 84,400 105,500 115,641 115,641 250,000 57,300 76,400 95,500 114,600 115,641 225,000 51,300 68,400 85,500 102,600 115,641 200,000 45,300 60,400 75,500 90,600 105,700 175,000 39,300 52,400 65,500 78,600 91,700 150,000 33,300 44,400 55,500 66,600 77,700 125,000 27,300 36,400 45,500 54,600 63,700 100,000 21,300 28,400 35,500 42,600 49,700 75,000 15,300 20,400 25,500 30,600 35,700 $ 50,000 9,300 12,400 15,500 18,600 21,700 NOTES (1)For the purpose of calculating the amounts shown in the above table, it is assumed that the participants in the specified ranges retired on December 31, 1993, and at age 65, and that all payments were made on a straight life annuity basis. These payments are not subject to any deduction for Social Security benefits. (2)Messrs. Kucharski, Parks, Rubinovitz, and Williams have respectively 28, 17, 30, and 28 years of credited service under the EG&G, Inc. Employees Retirement Plan; and $235,840 of the 1993 compensation of each of Messrs. Kucharski, Parks, and Rubinovitz, and $220,012 of the 1993 compensation of Mr. Williams is covered by the Retirement Plan. Mr. Dubay, a participant in the EG&G Florida, Inc. Retirement Plan and the Idaho National Engineering Laboratory Employee Retirement Plan, has 11 years of credited service under each of those plans, and $189,280 of his 1993 compensation is covered by the Florida Plan. The reasons for the difference between the amounts shown in the Summary Compensation Table and the amounts disclosed above are that compensation in excess of $235,840 and all incentive payments and deferred compensation amounts, other than amounts deferred under savings plans, are excluded in determining the compensation covered by the Retirement Plan.
Supplemental Executive Retirement Plan In addition to the basic benefit plan outlined in the table above, the Company has created the EG&G, Inc. Supplemental Executive Retirement Plan (the "Supplemental Plan"), which provides additional benefits for executive officers. Officers at the Vice Presidential level and above, the General Counsel, the Corporate Controller, the Treasurer, the Assistant Treasurer, the Assistant Clerk, and others designated by the Board of Directors are eligible to receive benefits under the Supplemental Plan when they have reached 55 years of age and completed five years of service. In the event of a change of control as defined in the Supplemental Plan, however, participants in the Supplemental Plan are eligible to receive benefits regardless of age or years of service. If a participant dies prior to attaining age 55, but after the completion of five years of service, the participant's eligible spouse is entitled to receive a benefit in the form of a 50 percent surviving spouse option commencing on the date the participant would have attained age 55. During 1993, the Company charged $1,008,923 as an expense for the Supplemental Plan and made payments to retired officers and beneficiaries in the amount of $262,127. While the Company is not required to fund the Supplemental Plan, effective April 6, 1989, the EG&G, Inc. Non-Qualified Benefit Trust Agreement (the "Trust") was established by and between EG&G, Inc. and The Boston Safe Deposit and Trust Company. As of December 31, 1993, the Trust had a balance of $4,694,873. The purpose of the Trust is to provide greater assurance of the receipt of Supplemental Plan benefits. Amounts held in the Trust are subject to the claims of the Company's general creditors in the event of the Company's insolvency or bankruptcy. The Supplemental Plan is administered by the Compensation and Stock Option Committee of the Board of Directors. The Board of Directors may amend or terminate the Supplemental Plan at any time; however, such amendment or termination shall not reduce or eliminate the benefit payments currently being made or the accrued plan benefit of any participant. Effective November 15, 1990, the Supplemental Plan was amended to provide that the annual benefit payable at retirement shall equal: (a) 0.85 percent of average total compensation (as defined below) for each year of credited service, plus 0.75 percent of average total compensation in excess of the Social Security Tax Base, less (b), (b) 100 percent of the participant's Social Security benefit, less (c), (c) 100 percent of the participant's benefit under any Company-funded retirement plan, plus (d), (d) The reduction, if any, to the early retirement benefit payable from any Company-funded retirement plan due to the limitations as set forth in Section 415(b) of the Internal Revenue Code of 1986. The benefit payable under the Supplemental Plan, however, shall in no event be less than (d) above. Years of service after age 65 are not counted in determining benefits under the Supplemental Plan, nor is any actuarial adjustment made as a result of retirement before or after age 65. Average total compensation is the average of a participant's total cash compensation for the highest-compensated consecutive five years of credited service out of his last ten years of credited service prior to age 65 (or his age at earlier termination of employment). Messrs. Kucharski, Dubay, Rubinovitz, and Williams have reached the minimum age of eligibility for retirement under the Supplemental Plan. In combination with the amounts payable under the EG&G, Inc. Employees Retirement Plan, Messrs. Kucharski, Rubinovitz, and Williams would receive $229,249, $162,816, and $79,697, respectively, assuming they retired on the last day of 1993 and received benefits in the form of a lifetime income. In combination with the amounts payable under the EG&G Florida, Inc. Employees Retirement Plan and the Idaho National Engineering Laboratory Employee Retirement Plan, Mr. Dubay would receive $62,845, assuming he retired on the last day of 1993 and received benefits in the form of a lifetime income. Employment Agreements Compensation in the form of salary to Mr. Kucharski is paid pursuant to a three-year employment agreement with the Company dated November 1, 1993, automatically renewable for successive 3- year intervals, which provided for a minimum annual payment in 1993 of $540,020. Compensation in the form of salary to Messrs. Dubay, Parks, Rubinovitz, and Williams is paid pursuant to one-year employment agreements with the Company dated November 1, 1993, automatically renewable for successive 1-year intervals, which provided for minimum annual payments in 1993 of $189,280, $250,016, 301,964, and $220,012, respectively. All of the employment agreements with the named executive officers contain provisions that provide that in the event of a change in control of the Company, the employment term shall be extended for a period of five (5) years from the date of the change of control. Following a change in control, if the named executive is terminated without "cause" or resigns for "good reason" (each as defined in the agreement), the named executive is entitled to receive a severance payment equivalent to five years of base salary plus bonuses and continuation of certain benefits for five (5) years from the date of termination. Generally, a change in control will be deemed to have occurred in any of the following circumstances: 1) the acquisition of 30% or more of the outstanding voting stock of the Company by any person or entity; 2) during any period of two consecutive years, persons serving as directors of the Company and those replacements or additions approved by a two-thirds vote of the Board, cease for any reason to constitute a majority of the Board; 3) the stockholders of the Company approve a merger or consolidation in which the voting securities of the Company outstanding immediately prior thereto would end up representing 50% or less of the voting power of the surviving entity; or 4) a plan for the complete liquidation or an agreement for the sale or disposition of all or substantially all of the assets of the Company is approved by the stockholders of the Company. All of the employment agreements with the named executive officers, with the exception of Mr. Kucharski's employment agreement, contain provisions that provide that upon termination initiated by the Company without cause, apart from a change in control situation, the executives would be entitled to continuation of his salary, bonus, and employee benefits for one (1) year from the date of termination. Mr. Kucharski's employment agreement provides that he would be entitled to the continuation of his salary, bonus, and employee benefits for three (3) years from the date of termination. OPTION GRANTS The following table sets forth information on grants of stock options pursuant to the EG&G, Inc. 1992 Stock Option Plan during the fiscal year ended January 2, 1994, to the officers identified in the Summary Compensation Table. No stock appreciation rights were granted under that Plan during the last fiscal year.
OPTION GRANTS TABLE OPTION GRANTS IN LAST FISCAL YEAR GRANT INDIVIDUAL GRANTS DATE VALUE (1) ___________________________________________________________________________________________________________ Number of % of Total Securities Options Grant Underlying Granted to Exercise or Date Options Employees in Base Price Expiration Present Granted Fiscal Year per Share (2) Date Value (1) Name (#) ($) ($) __________________________________________________________________________________________________________ John M. Kucharski 60,000 8.2 21.6250 01/27/03 525,000 James R. Dubay 0 0 0 Fred B. Parks 20,000 2.7 21.6250 01/27/03 175,000 Samuel Rubinovitz 25,000 3.4 21.6250 01/27/03 218,750 C. Michael Williams 12,600 1.7 21.6250 01/27/03 110,250 NOTES (1) The Black-Scholes option pricing model was chosen to estimate the grant date present value of the options set forth in this table. The assumptions used at the time of grant in January of 1993 included expected market volatility of 25%, an 8% risk-free rate of return, a 1.9% dividend yield, and a 10-year exercise period. (2) The exercise or base price is equal to the fair market value of the Common Stock as determined by the closing price on the New York Stock Exchange-Composite Transactions on the date of grant.
Option Exercises and Fiscal Year-End Values The following table sets forth information with respect to option exercises during the 1993 fiscal year and the number and value of unexercised options to purchase the Company's Common Stock held by the officers named in the Summary Compensation Table at the end of the 1993 fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE TABLE ____________________________________________________________________________________________ Securities Underlying Value of Unexercised Unexercised Options at In-the-Money FY-End Options at Shares Acquired (#) FY-End (1) on Exercise Value Realized Name (#) ($) Exercisable Exercisable ___________________________________________________________________________________________ John M. Kucharski 45,000 349,222 299,000 162,125 James R. Dubay 7,400 45,959 22,000 13,750 Fred B. Parks 32,400 193,207 52,600 0 Samuel Rubinovitz 20,000 123,750 99,000 20,000 C. Michael Williams 2,800 18,725 76,400 56,850 (1) Based on the fair market value (determined by averaging the high and the low selling price) on the New York Stock Exchange-Composite Transactions of the Company's Common Stock on December 31, 1993 ($18.0625).
____________________ ITEM NO. 2 STOCKHOLDER PROPOSAL TO REQUEST BOARD OF DIRECTORS TO COMMISSION A SUBCOMMITTEE TO DEVELOP CRITERIA FOR ACCEPTANCE AND EXECUTION OF MILITARY CONTRACTS Management has been advised that a number of religious groups (names and addresses and Common Stock holdings of proponents will be supplied upon oral or written request to the Clerk of the Corporation) intend to introduce a proposal at the Annual Meeting which requests that a subcommittee be commissioned by the Board of Directors to develop criteria for the acceptance and execution of military contracts. THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO ITEM NO. 2 The Board of Directors recommends a vote AGAINST this proposal. The Board believes that there is no need for the creation of a subcommittee to develop criteria for the acceptance and execution of "military contracts". Many of the criteria outlined in Proponents' statement in support of their proposal are in large part already a part of EG&G's business philosophy and form an integral part of its business practices and policies. These practices and policies apply to all business activities of the Company, and not just to so-called "military contracts". The Board of Directors and the management of EG&G are concerned with the issues identified by the Proponents on an ongoing basis and many of the issues raised are inherent in the conduct of a successful business enterprise. Since the focus of the Board of Directors and the EG&G management is already oriented toward ensuring that EG&G continues to be a responsible and law-abiding corporate citizen, it is the opinion of the EG&G Board of Directors that the proposed resolution is unnecessary. The Board of Directors recommends a vote against it. TEXT OF STOCKHOLDER PROPOSAL "WHEREAS, the proponents of this resolution believe that EG&G Corporation should establish criteria to guide management in bidding for and executing military contracts, we propose the following for Board and management study. "RESOLVED, that the shareholders request the Board of Directors to commission a subcommittee to develop criteria for acceptance and execution of military contracts and to report these criteria at the 1995 annual meeting. Proprietary information may be omitted and cost limited to a reasonable amount." SUPPORTING STATEMENT OF STOCKHOLDER "The proponents of this resolution believe all human beings are called to establish justice and peace by our responsible stewardship. We believe corporate social responsibility in a successful free enterprise society demands that business conduct be ethically correct, socially supportive and economically useful as well as financially profitable. Therefor, we recommend the criteria include: - Basic canons of ethical business practice - Long-term environmental impact and waste management - Stability of employment, including descriptions of conversion plans and funding sources; strategies identifying community needs; employees' ideas and market opportunities; membership in state and/or local government economic conversion task forces - Lobbying and marketing practices, including costs - Limits on military contracts measured by a percentage of sales - Competitive bidding - Sale of weapons, weapons parts and dual-use technology to foreign governments, other companies and individuals - Contracts for nuclear, biological and chemical weapons, parts and technologies "Global security is not just security of territory, it is security of people. It is not just security through weapons, it is security through jobs, human development, environmental sustainability. "We believe decisions to spend huge sums of money to produce weapons designed to destroy large numbers of people and their environment are morally wrong. So, too, is the decision to lobby for military contracts to gain markets in developing countries. "Decisions to devote employee creativity, technology and other human and financial resources in this manner also have strong implications for U.S. workers, and indeed, all of U.S. society, during this time of accelerated down-sizing of our workforce. We believe the end of the Cold War is providing opportunities to convert to more stable commercial production in environmental and other socially beneficial technologies with the goal of sustainable development. "A YES vote recommends these criteria for consideration by the Board." ____________ THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL. OTHER MATTERS The Board of Directors knows of no other business which will be presented for consideration at the Meeting other than that described above. However, if any other business should come before the Meeting, it is the intention of the persons named in the Proxy to vote, or otherwise act, in accordance with their best judgement on such matters. SELECTION OF AUDITORS On January 26, 1994, the Board of Directors selected the firm of Arthur Andersen & Co., independent public accountants, to act as its auditors and to audit the books of the Company and its subsidiaries for 1994. Arthur Andersen & Co. is currently performing these duties and has done so continuously since 1968. Representatives of Arthur Andersen & Co. have been invited to the Annual Meeting and are expected to be present and will have an opportunity to make a statement if they so desire. They are also expected to be available to respond to appropriate questions from stockholders. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934. Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. The Company has a program in place to assist its officers and directors in complying with the filing requirements of Section 16(a). Executive officers and directors are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based on a review of the copies of such forms furnished to the Company and written representations from the Company's executive officers and directors, the Company believes that during the preceding year its executive officers and directors have complied with all Section 16 filing requirements, with one exception. Mr. Valente did not reflect in his reported holdings on Form 4, 408 shares of Common Stock held by his wife and with respect to which Mr. Valente disclaims beneficial ownership. A Form 4 was filed correcting the inadvertent omission in Mr. Valente's reported holdings. STOCKHOLDER PROPOSALS In order to be considered for addition to the agenda for the 1995 Annual Meeting of Stockholders and to be included in the Proxy Statement and form of proxy, stockholder proposals should be addressed to the Clerk of the Company and must be received at the Corporate Offices of EG&G no later than November 17, 1994. By Order of the Board of Directors MURRAY GROSS, Clerk Wellesley, Massachusetts March 17, 1994