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

                                    FORM 10-Q

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

                For the Quarterly Period Ended September 29, 1996

                                       OR

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


                          Commission File Number 1-5075

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

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

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

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

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


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


                                                     Yes     X         No
                                                        ------           ------



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


              Class                      Outstanding at October 27, 1996
              -----                      -------------------------------

     Common Stock, $1 par value                   47,337,000
                                           (Excluding treasury shares)

                                        1





                          PART I. FINANCIAL INFORMATION

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

                           EG&G, INC. AND SUBSIDIARIES

                                    
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   
   For the Three and Nine Months Ended September 29, 1996 and October 1, 1995

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


                                                         (In Thousands Except Per Share Data)
                                                          ----------------------------------
                                                     Three Months Ended           Nine Months Ended
                                                 --------------------------    ------------------------     
                                                                                    
                                                    SEP 29,        OCT 1,        SEP 29,        OCT 1,
                                                     1996           1995          1996           1995
                                                 -----------    -----------    ----------    ----------
Sales:
  Products ...................................      $215,328       $186,197    $  639,550    $  589,877
  Services ...................................       139,419        175,405       417,895       452,206
                                                 -----------    -----------    ----------    ----------
Total Sales ..................................       354,747        361,602     1,057,445     1,042,083
                                                 -----------    -----------    ----------    ----------

Costs and Expenses:
  Cost of sales:
    Products .................................       136,471        116,975       406,108       381,567
    Services .................................       126,374        156,973       373,198       397,051
                                                 -----------    -----------    ----------    ----------
  Total cost of sales ........................       262,845        273,948       779,306       778,618
  Research and development expenses ..........         8,756         10,238        31,131        30,599
  Selling, general and administrative expenses        59,945         58,330       182,468       177,672
                                                 -----------    -----------    ----------    ----------
Total Costs and Expenses .....................       331,546        342,516       992,905       986,889
                                                 -----------    -----------    ----------    ----------

Operating Income From Continuing Operations ..        23,201         19,086        64,540        55,194

Other Income (Expense), Net (Note 2) .........        (2,255)         1,218        (5,209)          851
                                                 -----------    -----------    ----------    ----------
Income From Continuing Operations
  Before Income Taxes ........................        20,946         20,304        59,331        56,045
Provision for Income Taxes ...................         6,745          6,635        19,105        20,681
                                                 -----------    -----------    ----------    ----------
Income From Continuing Operations ............        14,201         13,669        40,226        35,364
Income From Discontinued Operations, Net of
  Income Taxes (Note 3) ......................         1,436          2,309         3,832        10,679
                                                 -----------    -----------    ----------    ----------
Net Income ...................................      $ 15,637       $ 15,978    $   44,058    $   46,043
                                                 ===========    ===========    ==========    ==========

Earnings Per Share:
Continuing Operations .........                        $ .30          $ .27         $ .85         $ .67
Discontinued Operations .......                          .03            .05           .08           .20
                                                       -----          -----         -----         -----
Net Income ....................                        $ .33          $ .32         $ .93         $ .87
                                                       =====          =====         =====         =====

Cash Dividends Per Common Share .......                $ .14          $ .14         $ .42         $ .42
                                                       =====          =====         =====         =====

Weighted Average Shares of Common Stock
  Outstanding .........................               47,316         50,138        47,457        52,666


The  accompanying  unaudited  notes are an integral  part of these  consolidated
financial statements.


                                        2





                           EG&G, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET


                 As of September 29, 1996 and December 31, 1995

                  (Dollars in Thousands Except Per Share Data)
                   ------------------------------------------


                                                                            
                                                             SEP 29,      DEC 31,
                                                              1996         1995
                                                            --------     --------
                                                           (Unaudited)
                                                            ---------
Current assets:
  Cash and cash equivalents ............................    $ 68,252     $ 76,204
  Accounts receivable (Note 4) .........................     218,447      211,903
  Inventories (Note 5) .................................     123,213      114,199
  Other (Note 7) .......................................      66,825       66,380
                                                            --------     --------
Total Current Assets ...................................     476,737      468,686
                                                            --------     --------
Property, Plant and Equipment:
  At cost (Note 6) .....................................     466,183      417,566
  Accumulated depreciation and amortization ............    (284,473)    (270,026)
                                                            --------     --------
Net Property, Plant and Equipment ......................     181,710      147,540
                                                            --------     --------
Investments (Note 7) ...................................      12,712       16,072
Intangible Assets (Note 8) .............................     114,054      123,421
Other Assets ...........................................      51,836       48,196
                                                            --------     --------
Total Assets ...........................................    $837,049     $803,915
                                                            ========     ========

Current Liabilities:
  Short-term debt ......................................    $ 26,990     $  5,275
  Accounts payable .....................................      73,632       72,759
  Accrued expenses (Note 9) ............................     167,358      168,671
  Net liabilities of discontinued operations (Note 3) ..       5,386        3,746
                                                            --------     --------
Total Current Liabilities ..............................     273,366      250,451
                                                            --------     --------
Long-Term Debt .........................................     114,935      115,222
Long-Term Liabilities ..................................      70,960       71,296
Contingencies
Stockholders' Equity:
  Preferred stock - $1 par value, authorized
    1,000,000 shares; none outstanding .................          --           --
  Common stock - $1 par value, authorized
    100,000,000 shares; issued 60,102,000 shares .......      60,102       60,102
  Retained earnings ....................................     522,148      498,181
  Cumulative translation adjustments ...................      22,870       28,679
  Net unrealized gain on marketable investments (Note 7)         426          244
  Cost of shares held in treasury;
    12,765,000 shares at September 29, 1996 and
    12,492,000 shares at December 31, 1995 .............    (227,758)    (220,260)
                                                            --------     --------
Total Stockholders' Equity .............................     377,788      366,946
                                                            --------     --------
Total Liabilities and Stockholders' Equity .............    $837,049     $803,915
                                                            ========     ========

The  accompanying  unaudited  notes are an integral  part of these  consolidated
financial statements.


                                                         3





                          EG&G, INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENT OF CASH FLOWS


        For the Nine Months Ended September 29, 1996 and October 1, 1995

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


                                                                 (In Thousands)
                                                                  ------------
                                                               Nine Months Ended
                                                             --------------------
                                                                    
                                                             SEP 29,      OCT 1,
                                                              1996         1995
                                                            --------     --------
Cash Flows Provided by Operating Activities:
     Net income ........................................    $ 44,058     $ 46,043
     Deduct net income from discontinued operations ....      (3,832)     (10,679)
                                                            --------     --------
     Income from continuing operations .................      40,226       35,364
     Adjustments to reconcile income from continuing
       operations to net cash provided by continuing
       operations:
         Depreciation and amortization .................      29,794       28,097
         Changes in assets and liabilities:
              Decrease (increase) in accounts receivable      (7,571)      20,066
              Decrease (increase) in inventories .......     (10,110)      15,154
              Increase in accounts payable .............       1,295        8,721
              Change in prepaid and deferred taxes .....      (1,472)        (444)
              Decrease in accrued expenses .............        (359)      (2,874)
              Change in prepaid expenses and other .....      (5,895)      (9,633)
                                                            --------     --------
Net Cash Provided by Continuing Operations .............      45,908       94,451
Net Cash Provided by Discontinued Operations ...........       5,472       25,726
                                                            --------     --------
Net Cash Provided by Operating Activities ..............      51,380      120,177
                                                            --------     --------

Cash Flows Used in Investing Activities:
     Capital expenditures ..............................     (62,787)     (42,331)
     Proceeds from sales of investment securities ......       8,784        6,010
     Other .............................................       2,221        1,404
                                                            --------     --------
Net Cash Used in Investing Activities ..................     (51,782)     (34,917)
                                                            --------     --------

Cash Flows Used in Financing Activities:
     Increase in commercial paper ......................      21,940       61,276
     Other debt payments ...............................        (630)      (4,247)
     Proceeds from issuance of common stock ............       4,395        1,015
     Purchases of common stock .........................     (12,032)    (123,691)
     Cash dividends ....................................     (19,952)     (22,550)
     Other .............................................          95         (550)
                                                            --------     --------
Net Cash Used in Financing Activities ..................      (6,184)     (88,747)
                                                            --------     --------

Effect of Exchange Rate Changes on Cash
  and Cash Equivalents .................................      (1,366)       1,351
                                                            --------     --------
Net Decrease in Cash and Cash Equivalents ..............      (7,952)      (2,136)

Cash and cash equivalents at beginning of period .......      76,204       66,424
                                                            --------     --------
Cash and cash equivalents at end of period .............    $ 68,252     $ 64,288
                                                            ========     ========

The  accompanying  unaudited  notes are an integral  part of these  consolidated
financial statements.


                                        4





                           EG&G, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(1)  Basis of Presentation
- --------------------------
The consolidated  financial statements included herein have been prepared by the
Company,  without audit, pursuant to the rules and regulations of the Securities
and Exchange  Commission.  It is  suggested  that these  consolidated  financial
statements be read in  conjunction  with the financial  statements and the notes
thereto included in the Company's latest annual report on Form 10-K. The balance
sheet  amounts as of December  31, 1995 in this report were  extracted  from the
Company's audited 1995 financial statements included in the latest annual report
on Form 10-K. In the opinion of management, the unaudited consolidated financial
statements  included herein contain all  adjustments,  consisting only of normal
recurring  accruals,  necessary to present  fairly the financial  position as of
September 29, 1996 and the results of  operations  for the three and nine months
ended  September  29,  1996 and  October 1, 1995 and the cash flows for the nine
months  then  ended.  The  results  of  operations  are  not  necessarily  to be
considered indicative of the results for the entire year.

Effective  January 1, 1996,  the company  adopted the provisions of statement of
financial  accounting  standards  (sfas) no. 123,  "Accounting  for  stock-based
compensation." Sfas no. 123 Requires companies to account for the grant of stock
options  and other  stock-based  compensation  at fair value or to  continue  to
account for them at intrinsic  value in accordance  with  accounting  principles
board  (apb)  opinion  no. 25 With  disclosure  of the effects of the fair value
accounting  on  compensation  expense,  net income and  earnings  per share on a
proforma basis. The company has elected to continue to apply APB Opinion No. 25.

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


                                         (In Thousands)
                                          ------------
                            Three Months Ended     Nine Months Ended
                            ------------------    ------------------
                             SEP 29,    OCT 1,     SEP 29,    OCT 1,
                              1996       1995       1996       1995
                            -------    -------    -------    -------
Interest income .........   $ 1,148    $ 1,167    $ 2,923    $ 3,302
Interest expense ........    (3,335)    (1,677)    (9,751)    (5,237)
Gains on investments, net       392        108      1,309        853
Other ...................      (460)     1,620        310      1,933
                            -------    -------    -------    -------
                            $(2,255)   $ 1,218    $(5,209)   $   851
                            =======    =======    =======    =======


                                        5





                           EG&G, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(3) Discontinued Operations
- ---------------------------
The former  Department  of Energy  (DOE)  Support  segment,  which has  provided
services under management and operations contracts, is presented as discontinued
operations in accordance with APB Opinion No. 30.

Summary operating results of the discontinued operations were as follows:

                                               (In Thousands)
                                                ------------
                                   Three Months Ended     Nine Months Ended
                                  -------------------   -------------------
                                   SEP 29,    OCT 1,     SEP 29,    OCT 1,
                                    1996       1995       1996       1995
                                  --------   --------   --------   --------
     Sales ....................   $ 38,236   $ 82,968   $ 99,315   $606,259
     Costs and expenses .......     36,026     79,416     93,419    589,830
                                  --------   --------   --------   --------
     Income from discontinued
       operations before
       income taxes ...........      2,210      3,552      5,896     16,429
     Provision for income taxes        774      1,243      2,064      5,750
                                  --------   --------   --------   --------
     Income from discontinued
       operations, net of
       income taxes ...........   $  1,436   $  2,309   $  3,832   $ 10,679
                                  ========   ========   ========   ========

Sales and income from discontinued  operations decreased in 1996, reflecting the
expiration of the Rocky Flats and Nevada Test Site contracts in 1995.

Net assets (liabilities) of discontinued operations consisted of the following:

                                    (In Thousands)
                                  ------------------
                                   SEP 29,   DEC 31,
                                    1996      1995
                                  -------    -------
     Accounts receivable,
       primarily unbilled         $ 2,494    $ 7,575
     Operating current
       liabilities ......          (7,880)   (11,439)
     Other ..............              --        118
                                  -------    -------
                                  $(5,386)   $(3,746)
                                  ========   =======

(4)  Accounts Receivable
- ------------------------
Accounts  receivable  as of September  29, 1996 and  December 31, 1995  included
unbilled  receivables of $46 million and $44 million,  respectively,  which were
due primarily from U.S.  Government  agencies.  Accounts  receivable were net of
reserves for doubtful  accounts of $4.8 million and $4.4 million as of September
29, 1996 and December 31, 1995, respectively.

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

                                  (In Thousands)
                                   ------------
                                SEP 29,     DEC 31,
                                 1996        1995
                               --------    -------- 
     Finished goods            $ 30,174    $ 28,540
     Work in process             30,753      28,613
     Raw materials .             62,286      57,046
                               --------    --------
                               $123,213    $114,199
                               ========    ========

                                        6





                           EG&G, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

                                               (In Thousands)
                                                ------------
                                             SEP 29,    DEC 31,
                                              1996       1995
                                            --------   --------
     Land ...............................   $ 11,746   $ 12,003
     Buildings and leasehold improvements    116,285    108,254
     Machinery and equipment ............    338,152    297,309
                                            --------   --------
                                            $466,183   $417,566
                                            ========   ========

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

                                              (In Thousands)
                                              --------------
                                            SEP 29,     DEC 31,
                                             1996        1995
                                           --------    --------
     Marketable investments ....           $  8,809    $  9,547
     Other investments .........                955       1,396
     Joint venture investments .              3,623       7,349
                                           --------    --------
                                             13,387      18,292
     Less investments classified
       as other current assets .               (675)     (2,220)
                                           --------    --------
                                           $ 12,712    $ 16,072
                                           ========    ========

At September 29, 1996, marketable  investments,  all classified as available for
sale, had an aggregate market value of $8.8 million and gross unrealized holding
gains of $0.7 million. Gross unrealized holding gains, net of deferred taxes, of
$0.4 million were reported as a separate  component of  stockholders'  equity at
September 29, 1996.  $0.2 million of marketable  investments and $0.5 million of
other investments were classified as other current assets at September 29, 1996.

(8)  Intangible Assets
- ----------------------
The  decrease  in  intangible  assets  resulted   primarily  from  current  year
amortization and the effect of translating goodwill denominated in non-U.S.
currencies at current exchange rates.

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

                                              (In Thousands)
                                               ------------
                                            SEP 29,    DEC 31,
                                             1996       1995
                                           --------   -------- 
  Payroll and incentives ...............   $ 24,228   $ 28,660
  Employee benefits ....................     47,260     40,178
  Federal, non-U.S. & state income taxes     32,423     33,153
  Other ................................     63,447     66,680
                                           --------   --------
                                           $167,358   $168,671
                                           ========   ========


                                        7






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

                           EG&G, INC. AND SUBSIDIARIES


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

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


                                                    (In Thousands)
                                                     ------------
                               Three Months Ended                     Nine Months Ended
                        --------------------------------    ------------------------------------
                                                                       
                         SEP 29,     OCT 1,     Increase      SEP 29,       OCT 1,      Increase
                          1996        1995     (Decrease)      1996          1995      (Decrease)
                        --------    --------    --------    ----------    ----------    --------
Instruments  
   Sales ............   $ 78,543    $ 70,088    $  8,455    $  230,900    $  211,263    $ 19,637
   Operating Income .      9,095       5,000       4,095        25,360        11,095      14,265

Mechanical Components
   Sales ............   $ 67,122    $ 61,585    $  5,537    $  204,903    $  184,892    $ 20,011
   Operating Income .      7,940       5,961       1,979        23,297        19,098       4,199

Optoelectronics
   Sales ............   $ 69,663    $ 68,345    $  1,318    $  203,747    $  193,722    $ 10,025
   Operating Income .      4,924       5,850        (926)        9,903        14,484      (4,581)

Technical Services
   Sales ............   $139,419    $161,584    $(22,165)   $  417,895    $  452,206    $(34,311)
   Operating Income .      6,584       9,037      (2,453)       24,147        31,573      (7,426)

General Corporate
   Expenses .........   $ (5,342)   $ (6,762)   $  1,420    $  (18,167)   $  (21,056)   $  2,889

Continuing Operations
   Sales ............   $354,747    $361,602    $ (6,855)   $1,057,445    $1,042,083    $ 15,362                        
   Operating Income .     23,201      19,086       4,115        64,540        55,194       9,346


The  discussion  that  follows  is a summary  analysis  of the major  changes in
operating  results by  industry  segment  that  occurred  for the three and nine
months  ended  September  29, 1996  compared to the three and nine months  ended
October 1, 1995.

Overview
- --------
Sales from  continuing  operations  decreased  2% for the third  quarter of 1996
compared to 1995; the three products  segments'  sales were up 8%, and Technical
Services' sales were down 14%. Sales for the first nine months of 1996 increased
1% over 1995;  the three  products  segments'  sales  were up 8%, and  Technical
Services'  sales  were down 8%.  Operating  income  from  continuing  operations
increased 22% for the third  quarter of 1996  compared to 1995,  and 17% for the
first  nine  months  of  1996  compared  to  the  same  period  last  year.  The
improvements  reflected  the  impact  of  higher  sales in the  Instruments  and
Mechanical  Components  segments and lower costs  resulting  from the  Company's
restructuring plan. Partially offsetting these increases in operating income

                                        8





                           EG&G, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)


were decreases in Optoelectronics,  caused by continuing significant operational
problems  resulting  in a  loss  in  the  micromachined  sensors  business,  and
decreases in Technical  Services,  caused by lower automotive  operations sales.
Cost savings under the restructuring plan totaled $7 million for the quarter and
$19 million for the first nine months of 1996.  This  represents  a $2.8 million
increase for the quarter and an $8.8  million  increase for the nine months over
the savings achieved for the comparable periods in 1995.

Instruments  
- -----------  
Third  Quarter  
- --------------  
The  $8.5  million  sales  increase  resulted  mainly  from  strong  demand  for
explosives  detection  systems  from  airports and  government  agencies and for
diagnostic products. These increases were partially offset by lower sales due to
the effect of changes in foreign  exchange rates.  The $4.1 million  increase in
operating  income resulted  primarily from improved  margins on higher sales and
lower costs from the restructuring plan. 
Nine Months 
- ----------- 
The $19.6  million  sales  increase  resulted  mainly  from  higher  demand  for
explosives  detection  systems and  diagnostic  products.  These  increases were
partially  offset  by a $4.4  million  decrease  due to the  divestiture  of two
product  lines in 1995 and lower  sales due to the  effect of changes in foreign
exchange rates. Operating income increased $14.3 million primarily from improved
margins on higher sales, as well as lower costs resulting from the restructuring
plan,  income from the expiration of a grant  liability in the second quarter of
1996 and the favorable impact on export shipment margins caused by the weakening
of the Finnish markka.

Mechanical Components
- ---------------------
Third Quarter
- -------------
The  continued   recovery  of  the  aerospace   market  and  higher  demand  for
electromechanical  products  resulted in a $5.5 million sales  increase.  The $2
million  increase in operating  income resulted mainly from the margin on higher
sales. 
Nine Months 
- ----------- 
Higher demand for aerospace,  electromechanical  and industrial  process sealing
products resulted in a $20 million sales increase.  The $4.2 million increase in
operating  income  resulted from the margin on higher sales and lower costs from
the  restructuring  plan,  partially  offset by projected  excess contract costs
incurred mainly in the second quarter of 1996.

                                        9





                           EG&G, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)


Optoelectronics
- ---------------
Third Quarter
- -------------
Sales  increased 2% compared to 1995.  Operating  income  decreased $0.9 million
primarily due to continuing significant operational problems resulting in a loss
in the micromachined sensor business and, to a lesser extent, lower sales in the
power  supplies  business.  Corrective  actions are being taken,  and management
expects the  micromachined  sensor business to return to  profitability in 1997.
Partially  offsetting  these  decreases  were  the  margin  on  sales  increases
experienced by some operations and lower costs from the restructuring plan. 
Nine Months
- -----------
Sales increased $10 million due to higher demand for  micromachined  sensors for
the medical market,  accelerometers for the automotive market and detectors, and
sales  of new  imaging  products.  These  increases  were  partially  offset  by
decreases  caused by lower power supplies sales and the divestiture of a product
line in 1995.  Operating  income  decreased  $4.6  million  as a  result  of the
operational  problems,  inventory reserve provisions and fixed asset adjustments
in the  micromachined  sensor business and, to a lesser extent,  lower sales and
projected  excess  contract  costs in the  power  supplies  business.  Partially
offsetting  these  decreases  were the margin on higher sales of  detectors  and
imaging products and lower costs resulting from the restructuring plan.

Technical Services
- ------------------
Third Quarter
- -------------
The $22.2  million  sales  reduction  was mainly  the result of a  communication
systems development contract billing in 1995; the follow-on order is expected to
be  shipped in 1997.  Also  contributing  to the  reduction  was a  decrease  in
automotive  operations,  primarily due to continuing lower demand for stationary
testing  services  caused by customers'  budget  constraints  and mature testing
specifications, and completion of a lubricant testing contract at the end of the
first quarter of 1996.  Automotive operations income was down due to lower sales
and was the primary contributor to the $2.5 million decrease in the segment. The
environmental  technology  initiative  continued  to  incur  losses  and  is not
performing  to  management's  expectations.  
Nine Months 
- ----------- 
The $34.3  million  sales  decrease  was mainly  the result of the 1995  systems
development billing,  lower automotive  operations sales and the completion of a
contract in 1995. The $7.4 million  operating income reduction was the result of
the sales reductions, primarily in automotive operations, partially offset by an
estimated provision for a legal judgment recorded in 1995.

                                       10





                           EG&G, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)


General Corporate Expenses
- --------------------------
The  decreases for the quarter and nine months were due primarily to lower costs
as a result of the restructuring plan.

Other
- -----
The net increases in other expense,  $3.5 million for the third quarter and $6.1
million for nine months,  were due to higher  interest  expense  reflecting  the
issuance of $115 million of ten-year  notes in October 1995.  Lower gains on the
disposition of operating assets also contributed to the third-quarter  increase.
The effective tax rate of 32.2% for the first nine months of 1996 was lower than
the 36.9% rate in 1995 primarily due to lower anticipated repatriation costs and
changes in the geographical  distribution of income.  The effective tax rate for
the third quarter of 1996 was 32.2%,  approximately  the same as 1995.  The 1995
third-quarter  rate  reflected a reduction in the annual rate from the rate used
for the first six months of 1995.

Discontinued Operations
- -----------------------
Decreased  income from  discontinued  operations,  net of income taxes,  for the
quarter and nine months,  reflected the expiration of the Rocky Flats and Nevada
Test  Site  contracts  in 1995.  The Mound  contract,  the  Company's  remaining
management and operations  contract with the DOE, has been extended to March 31,
1997 under  existing  terms and  conditions  and could be extended  for up to an
additional  six months.  Sales and income from the Mound  contract are dependent
upon the work scope and fee pools that are negotiated annually.

                               Financial Condition
                               -------------------

The Company's cash and cash  equivalents  decreased $8 million in the first nine
months of 1996 while short-term debt increased $21.9 million,  mainly due to the
higher level of capital expenditures.

Net cash provided by continuing operations was $45.9 million in 1996 compared to
$94.5 million in 1995. The change in net cash resulted  primarily from increases
in accounts  receivable  and  inventories in 1996 compared to decreases in 1995.
The  accounts  receivable  increase  was  mainly  caused by higher  sales in the
products segments and timing of payments under government  contracts.  Inventory
levels were increased primarily for anticipated sales. Although further progress
was not  achieved in the first nine  months of 1996,  the  Company's  program to
reduce receivables and inventories remains a management priority.


                                       11





                           EG&G, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)


Discontinued  operations generated cash of $5.5 million in the first nine months
of 1996  compared to $25.7  million in 1995,  reflecting  the  expiration of the
Rocky Flats and Nevada Test Site contracts during 1995.

Capital  expenditures  were $62.8  million in the first nine months of 1996,  an
increase  of $20.5  million  over  the same  period  in 1995.  In 1996,  capital
expenditures are expected to exceed the 1995 level by  approximately  50%. These
increases  support  new  product  development   initiatives   primarily  in  the
Optoelectronics segment.

During the first six months of 1996, the Company purchased 531,000 shares of its
common  stock  through  periodic  purchases  on the open market at a cost of $12
million.  There were no  purchases  during the third  quarter,  and the  Company
resumed making  purchases  during the fourth quarter.  As of September 29, 1996,
the Company had  authorization to purchase 5.1 million  additional  shares.  The
pace of  future  purchases  will  depend  on  operational  cash  flows  and cash
utilization alternatives.

In March 1996, the Company  renegotiated its credit  facilities with the signing
of two revolving  credit  agreements  totaling $200  million.  These  agreements
consist  of a $100  million,  364-day  facility  and a $100  million,  five-year
facility,  which  expires in March 2001.  These  agreements  serve  primarily as
backup facilities for the Company's commercial paper borrowing program.



                                       12





                                    Exhibits
                                    --------

                           EG&G, INC. AND SUBSIDIARIES


Exhibit 27 - Financial data schedule









                                       13





                           PART II. OTHER INFORMATION

                           EG&G, INC. AND SUBSIDIARIES


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

(a)  Exhibits incorporated by reference from Part I herein

     Exhibit 27 - Financial data schedule (submitted in electronic format only)

(b)  Reports on Form 8-K

     There were no reports on Form 8-K filed for the three months ended
     September 29, 1996.




                                       14





                           EG&G, INC. AND SUBSIDIARIES


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


EG&G, Inc.


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


Date November 8, 1996
     ----------------






























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