SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                             


                                   FORM 8-K/A
                                (AMENDMENT NO. 2)
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


    Date of Report (Date of earliest event reported):  December 22, 1997


                          Pacific Scientific Company                     
             (Exact name of registrant as specified in its charter)


                                  California                             
                 (State or other jurisdiction of incorporation)


            1-7744                                94-0744970          
    Commission File Number            (IRS Employer Identification No.)

       620 Newport Center Drive, Suite 700
       Newport Beach, California                                92660    
    (Address of principal executive offices)                   (Zip Code)


                                  (714) 720-1714       
                         Registrant's Telephone Number






         Item 5.  Other Events.

                   This amendment amends and supplements the
         Registration Statement on Form 8-K, as filed with the
         Securities and Exchange Commission on December 22, 1997, with
         respect to the rights (the "Rights") issued pursuant to the
         Preferred Share Purchase Rights Agreement (the "Rights
         Agreement"), by and between the Company and ChaseMellon
         Shareholder Services, L.L.C. as rights agent (the "Rights
         Agent"), dated as of December 21, 1997 (the "Rights
         Agreement").  

                   The Company has determined and announced that the
         record date relating to the Rights to be distributed to
         holders of Common Stock pursuant to the Rights Agreement will
         be December 29, 1997.  A letter agreement between the Company
         the Rights Agent, and a press release relating to such matter
         are attached hereto as Exhibits 3 and 4 and are incorporated
         herein by reference.


         Item 7.  Exhibits.

                   Item 7 is hereby amended and supplemented by adding
         thereto the following:

         Exhibit 3.     Letter agreement, dated as of December 22,
                        1997, by and between the Company and the
                        Rights Agent.

         Exhibit 4.     Press Release issued by the Company on
                        December 22, 1997 with respect to the record
                        date for the Rights.





                                   SIGNATURE



                   Pursuant to the requirements of Section 12 of the
         Securities Exchange Act of 1934, the registrant has duly
         caused this report to be signed on its behalf by the under-
         signed, thereunto duly authorized.


         Dated:  December 23, 1997

                                      PACIFIC SCIENTIFIC COMPANY



                                      By: /s/ Lester Hill                     
                                          Name: Lester Hill
                                          Title:Chairman and Chief
                                                Executive Officer





                                  EXHIBIT LIST




         Exhibit 3.    Letter agreement, dated as of December 22,
                       1997, by and between the Company and the Rights
                       Agent.

         Exhibit 4.    Press Release issued by the Company on December
                       22, 1997 with respect to the record date for
                       the Rights.