[PACKARD BIOSCIENCE COMPANY LETTERHEAD]



                                 April 27, 2001


VIA EDGAR
- ---------
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0405
Attention: Abby L. Adams, Esq.

      Re:   Packard BioScience Company -
            Application for Withdrawal of Registration Statement
            ----------------------------------------------------

Dear Ms. Adams:

           Packard BioScience Company (the "Company") hereby applies for
withdrawal under Rule 477 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), 17 C.F.R. ss. 230.477, of the Company's
Registration Statement on Form S-1 (Reg. No. 333-55258) (as amended, the
"Registration Statement") in its entirety. No securities have been sold in
connection with the offering covered by the Registration Statement.

            The Company filed the Registration Statement with the Securities and
Exchange Commission (the "Commission") on February 9, 2001 and amended it on
March 29, 2001. At the time of the March 29 amendment, the Company publicly
announced that the selling stockholders and the Company would postpone the
offering and continue to monitor market conditions to determine the appropriate
time for proceeding with the offering, subject to completion of Commission
review and effectiveness of the Registration Statement. The Company and the
selling stockholders have now determined that, because market conditions have
not improved, it would not be desirable to continue the current registration
process and therefore the Company believes that withdrawal of the Registration
Statement is consistent with the public interest and the protection of
investors.





Securities and Exchange Commission
Abby L. Adams, Esq.
page 2



            The Company understands that pursuant to Rule 447(b), this
application will be deemed granted on April 27, 2001, the date this application
was filed with the Commission, unless the Commission notifies the Company within
15 calendar days that the Company's application will not be granted. For any
such notification, or if you have any questions or comments relating to this
application, please contact Timothy O. White, Jr., Esq., the Company's Vice
President, Secretary and General Counsel, at (203) 639-2481, or Lorenzo Borgogni
of Wachtell, Lipton, Rosen & Katz, special counsel to the Company, at (212)
403-1390.


                                    Very truly yours,


                                    PACKARD BIOSCIENCE COMPANY


                                    By:  /s/ Timothy O. White, Jr.
                                        ----------------------------------
                                        Name:   Timothy O. White, Jr.
                                        Title:  Vice President, Secretary
                                                and General Counsel



cc:   Andrew R. Brownstein
      Lorenzo Borgogni
         Wachtell, Lipton, Rosen & Katz

      Rohan S. Weerasinghe
         Shearman & Sterling