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

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                              FORM 10-K/A
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      (X)   Annual Report Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934
            For the Fiscal Year Ended December 30, 1994
                                  OR
      ( )   Transition Report Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934 
            For the transition period from ------ to -------

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                      Commission File No. 1-7744
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                      PACIFIC SCIENTIFIC COMPANY
        (Exact name of registrant as specified in its charter)

              CALIFORNIA                                94-0744970     
     (State or other jurisdiction                    (I.R.S. Employer  
   of incorporation or organization)                Identification No.)

   620 Newport Center Drive, Suite 700
       Newport Beach, California                           92660       
(Address of Principal Executive Offices)                 (Zip Code)    

   Registrant's Telephone Number, Including Area Code:  714/720-1714

      Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of Each Exchange 
          Title of Each Class                     on Which Registered  
          -------------------                   -----------------------
Common Stock, par value $1.00 per share         New York Stock Exchange
7-3/4% Convertible Subordinated Debentures      New York Stock Exchange
          due June 15, 2003

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     
                                        -----        -----

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)

The aggregate market value of the voting stock held by
nonaffiliates of the registrant, computed on the basis of $19.625
per share, which was the last sale price on the New York Stock
Exchange on March 3, 1995, was $215,528,736.

As of the latest practicable date, there were 10,982,356 shares of
registrant's common stock outstanding.


                  DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Stockholders for the fiscal year ended December
30, 1994 (only specific portions of which are incorporated by
reference in Parts I and II); definitive Proxy Statement to be
filed pursuant to Regulation 14A relating to the 1995 Annual
Meeting of Stockholders (incorporated by reference in Part III).


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