Exhibit 10.23

                  ELECTROMAGNETIC SCIENCES, INC.
                    1992 STOCK INCENTIVE PLAN

                AMENDMENT TO RESTRICTED STOCK AWARD
                      RESTRICTION AGREEMENT
                     DATED JANUARY 27, 1995

     This Amendment is to the Restricted Stock Award Restriction
Agreement, dated January 27, 1995 (the "Agreement"), between
Electromagnetic Sciences, Inc. (the "Company"), and the
undersigned employee, and is authorized effective April 21, 1995,
by action taken on that date by the Committee identified in the
Agreement.

     Section 7 of the Agreement is hereby amended by adding an
additional paragraph as follows:

          Notwithstanding the foregoing, at your election the     
foregoing withholding taxes, together with additional amounts     
not exceeding the actual additional taxes to be owed by you     
with respect to income resulting from such lapse or other     
taxable event, may be paid by you by tendering to the Company     
whole shares of the Company's common stock owned by you and     
duly endorsed for transfer, or by authorizing the Company to     
withhold and cancel a portion of the Shares otherwise      
deliverable to you, in either case in that number of shares      
having a Fair Market Value (as defined in the Company's 1992     
Stock Incentive Plan) on the date that taxable income is     
recognized equal to the amount of such taxes thereby being     
paid.  Such election shall be made on or before such date,     
shall be irrevocable, and shall be submitted in writing to     
the Treasurer of the Company.

     IN WITNESS WHEREOF, the Company, acting through the
Committee, has caused this amendment to be duly executed and you
have hereunto set your hand and seal, all as of April 21, 1995

                         ELECTROMAGNETIC SCIENCES, INC.


                         By:
                              Thomas E. Sharon, President and CEO
Accepted and agreed:

Typed or printed name

                    ELECTROMAGNETIC SCIENCES, INC.
                              AMENDMENT TO
                         RESTRICTED STOCK AWARD
                         RESTRICTION AGREEMENT


     The Restricted Stock Award Restriction Agreement between
Electromagnetic Sciences, Inc. and the undersigned Employee,
dated January 27, 1995 (the "Agreement"), is hereby amended by
modifying clause (a) of Section 3 to specify February 9, 1996 as
the date on which the restrictions specified in the Agreement
shall lapse and have no further force or effect.

     IN WITNESS WHEREOF, the Employee has executed this Amendment
and Electromagnetic Sciences, Inc., acting through the Committee
identified in the Agreement, has caused this Amendment to be duly
executed, all as of January 26, 1996.

                              ELECTROMAGNETIC SCIENCES, INC.

_______________________       By _________________________
                                 Thomas E. Sharon
______________________           President and Chief Executive
Typed or printed name            Officer