UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT




                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of Earliest Event Reported) April 21, 1998
                                                          --------------





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






      Massachusetts               1-5075                 04-2052042
      -------------               ------                 ----------    
    (State or other      (Commission File Number)    (IRS Employer
     jurisdiction of                                 Identification No.)
     incorporation)



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




                              (781) 237-5100
                              --------------
           (Registrant's telephone number, including area code)


Item 5.  Other Events

On April 21, 1998, the Company issued a press release reporting on its financial
results for the first quarter of 1998 (see attached press release).


                                    SIGNATURE

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


  
                                        EG&G, Inc.


                                        By /s/ John F. Alexander, II
                                           ----------------------------
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)


Date: April 23, 1998
      ----------------

                                  EXHIBIT INDEX

Exhibit Number                              Exhibit Description
- --------------                              -------------------

(99)                                        Press Release dated April 21, 1998






FOR IMMEDIATE RELEASE
21 April 1998





                    EG&G ANNOUNCES FIRST-QUARTER 1998 RESULTS
               Earnings Per Share Increased 19% Over Previous Year

Wellesley,  Massachusetts......EG&G,  Inc. today  announced  first-quarter  1998
income,  excluding gains and restructuring  charges,  of $11.3 million, or $0.25
basic earnings per share,  compared with earnings from continuing  operations of
$9.6 million,  or $0.21 per share, for the comparable period in 1997.  Including
the gains and restructuring  charges,  EG&G reported income of $34.5 million, or
$0.76 basic earnings per share, for the first quarter of 1998.

Chairman John M. Kucharski  stated,  "We are very pleased with our first-quarter
performance and the progress that President and Chief Operating  Officer Gregory
L. Summe has made thus far. I expect Greg to initiate  additional  actions  that
will lead to further improvements in operations and earnings."

Summe  added,  "Our goal first and  foremost is to deliver  consistent  earnings
performance and demonstrable growth. We will continue to assess opportunities to
streamline our cost structure  while focusing on growing the  organization  both
organically and through acquisitions."

First-quarter highlights include:
- ---------------------------------
      First-quarter   1998  earnings  included  a  $67.5  million  pretax  gain,
     primarily from the sale of EG&G's Rotron division,  which contributed $1.00
     per  share.  Partially  offsetting  this  gain was a $31.4  million  pretax
     restructuring   charge,   or  $0.49  per  share.   Including  these  items,
     first-quarter  1998  earnings  were  $34.5  million,  or $0.76  per  share.
     Excluding the gains and restructuring charges,  first-quarter 1998 earnings
     were  $11.3  million,  or $0.25 per share.  This  compares  to income  from
     continuing  operations  of $9.6  million,  or  $0.21  earnings  per  share,
     reported for the same period last year.

      Sales  increased 3% to $355.9  million,  compared to $347.0 million in the
     first quarter of 1997. On a base  operations  basis (which  excludes gains,
     restructuring  charges and results of  operations  divested in 1997 and the
     first quarter of 1998), sales increased 9% in the first quarter of 1998.

      The Instruments segment first-quarter sales increased 7% to $76.9 million.
     Income from operations increased 14% before restructuring  charges and 1997
     gains.  This  increase is due to strong  operating  performance  across the
     segment.   On  a  base  operations  basis,   first-quarter  1998  sales  in
     Instruments increased 12% and income from operations increased 24% compared
     with the same period last year.

                                     -more-



EG&G REPORTS FIRST QUARTER RESULTS
21 April 1998
Page 2 of 5


      Base operations of the Mechanical  Components  segment,  Sealol Industrial
     Seals and Aerospace  and  Engineered  Products,  reported a 12% increase in
     sales and a 40% increase in income,  compared to 1997 first-quarter levels.
     Before  restructuring  charges  and gains,  first-quarter  1998 income from
     operations  decreased  15%,  while  1998  sales  in  Mechanical  Components
     decreased 17% to $59.9 million  compared with the same period in 1997. This
     decrease is due to sales contribution from the divested Rotron and Birtcher
     divisions, and was partially offset by increases at the aerospace business.
     Sealol  Industrial Seals was divested  subsequent to the end of the quarter
     and contributed $0.04 earnings per share.

      For the first  quarter,  Optoelectronics  sales grew 8% to $63.7  million.
     Income from  operations  before  restructuring  charges  was $2.3  million,
     compared with $0.3 million in the same period in 1997.  The sales  increase
     resulted from higher sales of thermopile components.  Income benefited from
     the higher sales level,  operating  improvements at Heimann  Components,  a
     lower loss at IC Sensors,  and the  correction  of  contamination  problems
     which affected 1997 results.  This segment is reported on a base operations
     basis, since there were no divestitures in this segment.

      The Technical Services segment posted a first-quarter sales increase of 8%
     to $155.5 million compared with 1997 levels.  Sales increases were achieved
     in  spite  of  the  absence  of a  communications  systems  contract  which
     concluded last year. Higher grades at Defense Materials and increased sales
     from  Automotive,  Services  and  the  Defense  Logistics  Agency  contract
     contributed  to a 46% increase in income  before  restructuring  charges to
     $12.2 million, compared to $8.3 million in 1997.

Recent events included:

      January  9:  EG&G  completed  the  sale  of  its  Rotron  division,  which
     manufactures  fans,  blowers and motors, to AMETEK,  Inc. for approximately
     $103 million. In 1997 Rotron contributed $70 million in sales.

      January  13:  Gregory  L.  Summe,  formerly  president  of  AlliedSignal's
     Automotive  Product  Group,  was appointed  President  and Chief  Operating
     Officer of EG&G and elected to the Company's Board of Directors.

      January 21:  EG&G  reported  sales from  continuing  operations  of $386.8
     million and earnings from continuing  operations of $0.45 per share for the
     fourth quarter of 1997. For the year,  EG&G reported sales from  continuing
     operations of $1.5 billion.  Before a non-cash  impairment  charge of $28.2
     million, 1997 earnings from continuing operations were $1.18 per share.

      February  26:  EG&G  Wallac  acquired   Ohio-based  Isolab,   Inc.,  which
     specializes in instrument systems for clinical diagnostic screening. Isolab
     reported sales of $8.0 million in 1997. Isolab joins EG&G Wallac as part of
     EG&G's Life Science Research and Diagnostics Division.

      March 11:  EG&G  Astrophysics  announced  that it received an order for 12
     Z-Scan(R) automatic  explosives and contraband  detection systems that will
     be installed at San Francisco International Airport.

                                     -more-




EG&G REPORTS FIRST QUARTER RESULTS
21 April 1998
Page 3 of 5

      April 1: EG&G completed its purchase of the Belfab Division of John Crane,
     Inc., the Daytona Beach unit of the TI Group,  London,  UK, for $45 million
     and the sale of the EG&G Sealol  Industrial  Seals  Division to TI for $100
     million.  The Belfab purchase  complements  EG&G's existing seal technology
     for the semiconductor  market and positions EG&G as a major supplier to the
     semiconductor manufacturing industry.

      April 6: EG&G  announced  that it  appointed  Retired  Air  Force  General
     Hansford T.  Johnson as  President of EG&G's  Technical  Services  business
     segment and elected him a Vice President of the Corporation.

Forward-Looking Information
All  statements  contained  herein  that refer to a time after  March 29,  1998,
including the words will, will be,  estimated to be, could be, expect,  believe,
will  continue,  expected to, and plan,  or statements  referring to goals,  the
future or future actions,  continuing actions, trends, strategies,  initiatives,
challenges or opportunities,  or which otherwise are not purely historical,  are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995 and involve risks and  uncertainties.  There are a
number of important factors that could cause actual results to differ materially
from those indicated by such forward-looking  statements,  including the factors
set forth below.

Factors Affecting Future Performance
In the Instruments, Mechanical Components and Optoelectronics industry segments,
future performance will be highly dependent on the technological success, market
acceptance,  competitive  position of our  businesses,  product  performance and
ability  to  reach  cost  targets  of new and  continuing  program  initiatives.
Improved  operational  efficiency  will be required to offset  increasing  price
pressure in many of the  Company's  product  offerings.  Other  factors that may
impact  future  earnings  performance  include the ability to replace  sales and
earnings lost through  divestitures,  potential  issues  related to economic and
financial difficulties arising in Asia, unanticipated issues associated with the
Year 2000 dating  problem,  and  difficulty  in  attracting  and  retaining  key
personnel in certain areas.  The future results of the  Optoelectronics  segment
are also dependent on  management's  ability to restore IC Sensors to break-even
in the near term, the successful  introduction  of new products,  improvement in
manufacturing  yields  and  implementation  of cost  reductions,  including  the
successful transfer of assembly activities to lower-cost geographic locations.

In the Technical Services segment,  the Company operates in a highly competitive
procurement  environment  in the  automotive  testing  and  government  services
businesses.  The  income  generated  by  many  of our  government  contracts  is
dependent on meeting certain performance criteria. In accordance with government
regulations,   all  of  the  Company's   government  contracts  are  subject  to
termination for the  convenience of the government.  NASA and the Air Force have
decided to  consolidate  and  recompete  the base  operations  contracts  at the
Kennedy  Space  Center,  Cape  Canaveral  Air Station and certain  functions  at
Patrick Air Force Base in an effort to eliminate  duplication  and reduce costs.
It is  anticipated  that any resultant  contract  would be effective  October 1,
1998. The Company is participating in the recompetition for the new contract.

Movements in foreign  exchange rates could affect operating  results.  Effective
tax  rates in the  future  could be  affected  by  changes  in the  geographical
distribution   of  income,   utilization   of  non-U.S.   net   operating   loss
carry-forwards,  repatriation costs,  resolution of outstanding tax audit issues
and changes in the portfolio of businesses.

EG&G, Inc. is a global technology  company that provides  complete  systems,  as
well as components to  automotive,  medical,  aerospace,  photography  and other
industries,  and delivers  skilled support services to government and industrial
customers.  Based in Wellesley,  Massachusetts,  EG&G,  Inc. has annual sales of
$1.5 billion and more than 13,000 employees.

For further information contact:        Deborah S. Lorenz, EG&G, Inc.
                                        Tel. (781) 431-4306

                                     -more-





                      CONSOLIDATED STATEMENT OF OPERATIONS
                           EG&G, Inc. and Subsidiaries
First Quarter Ended ------------------- Mar. 29, Mar. 30, (In thousands except per share data) 1998 1997 - ------------------------------------ ---- ---- Sales ....................................... $355,936 $347,006 Cost of Sales ............................... 264,760 259,639 Research and Development Expenses ........... 11,042 11,154 Selling, General and Administrative Expenses.............................. 61,315 59,658 Restructuring Charges ....................... 31,400 -- Gains on Dispositions ....................... (67,478) -- -------- -------- Operating Income From Continuing Operations ................ 54,897 16,555 Other Income (Expense), Net ................. (1,202) (2,058) -------- -------- Income From Continuing Operations Before Income Taxes ....... 53,695 14,497 Provision for Income Taxes .................. 19,212 4,929 -------- -------- Income From Continuing Operations ........... 34,483 9,568 Income From Discontinued Operations, Net of Income Taxes ................. -- 458 -------- -------- Net Income .................................. $ 34,483 $ 10,026 ======== ======== Basic Earnings Per Share: Continuing Operations ....................... $ .76 $ .21 Discontinued Operations ..................... -- .01 -------- -------- Net Income .................................. $ .76 $ .22 ======== ======== Diluted Earnings Per Share: Continuing Operations ....................... $ .75 $ .21 Discontinued Operations ..................... -- .01 -------- -------- Net Income .................................. $ .75 $ .22 ======== ======== Weighted Average Shares of Common Stock Outstanding: Basic ............................ 45,262 46,220 Diluted .......................... 45,766 46,437
OTHER FINANCIAL INFORMATION EG&G, Inc. and Subsidiaries
First Quarter Ended ------------------- Mar. 29, Mar. 30, (In thousands) 1998 1997 - -------------- -------- -------- Purchases of Common Stock: Number of shares ...................... 447 532 Cost of shares ........................ $ 11,446 $ 11,551 Cash and Cash Equivalents $102,895 $ 42,381 Total Debt .................................. $114,838 $156,570
All figures shown are subject to year-end audit. Page 4 of 5 SALES AND OPERATING INCOME FROM CONTINUING OPERATIONS BY INDUSTRY SEGMENT EG&G, Inc. and Subsidiaries
First Quarter 1997 First Quarter Ended ------------------ ------------------- Results Mar. 29, Mar. 30, of Divested Base (In thousands) 1998 1997 Operations Operations(a) - -------------- ---- ---- ---------- ---------- Instruments Sales .................................... $ 76,882 $ 71,674 $ 2,898 $ 68,776 Operating Income Before Nonrecurring Items 5,822 5,111 409 4,702 7.6% 7.1% 14.1% 6.8% Restructuring Charges .................... (7,100) -- 1997 Gains, Net of Integration Costs ..... -- 1,024 Operating Income (Loss) .................. (1,278) 6,135 Mechanical Components Sales .................................... $ 59,855 $ 71,734 $ 18,311 $ 53,423 Operating Income Before Nonrecurring Items 6,470 7,615 3,009 4,606 10.8% 10.6% 16.4% 8.6% Restructuring Charges .................... (8,500) -- Gains on Dispositions .................... 67,478 -- Operating Income ......................... 65,448 7,615 Optoelectronics Sales .................................... $ 63,665 $ 59,105 Operating Income Before Nonrecurring Items 2,307 291 3.6% 0.5% Restructuring Charges .................... (8,600) -- Operating Income (Loss) ................. (6,293) 291 Technical Services Sales .................................... $155,534 $144,493 Operating Income Before Nonrecurring Items 12,164 8,321 7.8% 5.8% Restructuring Charges .................... (4,200) -- Operating Income ......................... 7,964 8,321 General Corporate Expenses Before Nonrecurring Items ................ $ (7,944) $ (5,807) Restructuring Charges .................... (3,000) -- General Corporate Expenses ............... (10,944) (5,807) Continuing Operations Sales .................................... $355,936 $347,006 $ 21,209 $325,797 Operating Income Before Nonrecurring Items 18,819 15,531 3,418 12,113 5.3% 4.5% 16.1% 3.7% Restructuring Charges .................... (31,400) -- Gains on Dispositions .................... 67,478 -- 1997 Gains, Net of Integration Costs ..... -- 1,024 Operating Income ......................... 54,897 16,555
(a) Excludes gains and results of operations divested in 1997 and first quarter 1998. All figures shown are subject to year-end audit. Page 5 of 5