[CONFORMED COPY]

                        AMENDMENT NO. 2 TO CREDIT AGREEMENT

AMENDMENT dated as of March 31, 1996 (this "Amendment") to
the Three-Year Credit Agreement dated as of June 1, 1994, as
heretofore  amended  (the  "Agreement")  among  THE  PERKIN-ELMER
CORPORATION (the "Borrower"), the BANKS party thereto (the "Banks")
and  MORGAN  GUARANTY  TRUST  COMPANY OF NEW  YORK,  as Agent  (the
"Agent").

               W I T N E S S E T H :

WHEREAS,  the undersigned parties desire to amend the
definition of "Consolidated EBIT" in Section 1.01 of the Agreement to
eliminate the effect of any separately identified non-recurring non-
cash gains or losses;

NOW, THEREFORE, the undersigned parties agree as follows:

SECTION 1.  Definitions; References.  Unless otherwise
specifically defined herein, each term used herein which is defined in
the Agreement has the meaning assigned to such term in the Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement"
and each other similar reference contained in the Agreement  shall
from  and  after  the  date  hereof  refer  to  the Agreement as
amended hereby.

SECTION  2.    Definition  of  Consolidated  EBIT.    The
definition of "Consolidated EBIT" in Section 1.01 of the Agreement is
amended to read as follows:

"Consolidated  EBIT"  means,  for  any  period,  the  sum
(without duplication) of (i) net operating income for such period
plus (ii) interest income for such period plus (iii) to the
extent deducted in determining such net operating income, any
non-recurring non-cash losses separately identified on the
Borrower's consolidated statement of operations minus (iv) to the
extent included in determining such net operating income, any
non-recurring non-cash gains separately identified on the
Borrower's   consolidated   statement   of   operations,   all
determined on a consolidated basis for the Borrower and its
Consolidated Subsidiaries.

SECTION 3.   Governing Law.   This Amendment  shall  be
governed by and construed in accordance with the laws of the State of
New York.

SECTION 4.  Counterparts; Effectiveness.  This Amendment may
be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.  This Amendment shall become effective
as of the date hereof when the Agent shall have received duly executed
counterparts hereof signed by the Borrower and all


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the Banks (or,  in the  case  of any such party as to which  an
executed counterpart shall not have been received, the Agent
shall have received facsimile or other written confirmation from
such party of execution of a counterpart hereof by such party).

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.

                                    THE PERKIN-ELMER CORPORATION


                                    By /s/ Steven 0. Jaeger
                                    Title: Vice President, Chief
                                    Financial Officer


                                    MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK


                                    By /s/ Penelope J.B. Cox
                                    Title: Vice President


                                    CITIBANK, N.A.


                                    By /s/ James Walsh
                                    Title: Attorney-in-fact


                                    CREDIT SUISSE


                                    By /s/ Lynn Allegaert
                                    Title: Member of Senior Management


                                    By /s/ Robert B. Potter
                                    Title: Member of Senior Management


                                    BANQUE NATIONAL DE PARIS


                                    By /s/ Richard L. Sted
                                    Title: Senior Vice President


                                    By /s/ Sophie Revillard Kaufman
                                    Title: Vice President


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                                    CHEMICAL BANK


                                    By /s/ Ann B. Kerns
                                    Title: Vice President


                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED


                                    By /s/ John V. Veltri
                                    Title: Senior Vice President


                                    WACHOVIA BANK OF GEORGIA, N.A.


                                    By /s/ M. Euqene Wood, III
                                    Title: Vice President




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