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

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 2, 1999 Commission File No. 1-8045

GenRad, Inc.
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(Exact name of registrant as specified in its charter)

Massachusetts 04-1360950
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

7 Technology Park Drive, Westford, Massachusetts 01886-0033
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (978) 589-7000

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

Title of each class Name of each exchange on which registered
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Common Stock, $1.00 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

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 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. [ ]

The aggregate market value of shares of Common Stock held by non-affiliates of
the registrant as of April 14, 1999 was $425,481,000, 29,334,651 shares of the
Common Stock of GenRad, Inc., $1.00 par value, were outstanding on April 14,
1999.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement of GenRad, Inc. for the Annual Meeting of
Shareholders to be held on May 13, 1999 (the "1999 Proxy Statement"), which
will be filed with the Securities and Exchange Commission within 120 days
after the close of the Company's fiscal year ended January 2, 1999, are
incorporated by reference into Part III.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, Item 14 of Part IV, of the Registrant's Annual Report on Form 10-K for
the year ended January 2, 1999 ("the 1998 10-K") is hereby amended and restated
to read in its entirety as follows:

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(2) The following schedules to the Consolidated Financial Statements of
GenRad, Inc. and Subsidiaries are filed as part of this report:

A. Schedule II - Valuation and Qualifying Accounts

Report of Independent Accountants on
Financial Statement Schedules

To the Board of Directors of GenRad, Inc.:

Our audits of the consolidated financial statements referred to in our report
dated January 24, 1999, except for Notes 2 and 12 which are as of April 7, 1999,
appearing in this Form 10-K also included an audit of the Financial Statement
Schedule listed in Item 14 (a)(2) of this Form 10-K. In our opinion, this
Financial Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
January 24, 1999

All other schedules not listed above are inapplicable or are not required under
Securities and Exchange Commission regulations and therefore have been omitted.

(a)(3) The following Exhibits are filed as part of this report:

10 -- Lease agreement dated July 26, 1996 between GenRad, Inc. and
Michelson Farm-Westford Technology Park Trust, incorporated by reference
to Exhibit 10 to the Company's report on Form 10-Q for the quarter ended
June 29, 1996.

10.1 -- Facility agreement dated June 26, 1997 between GenRad Limited and
BankBoston, N.A. London Branch, incorporated by reference to Exhibit 10.1
to the Company's report on Form 10-Q for the quarter ended June 28, 1997.

10.2 -- Amended and restated revolving credit agreement dated May 6, 1997
between GenRad, Inc. and BankBoston, N.A., incorporated by reference to
Exhibit 10.2 to the Company's report on Form 10-Q for the quarter ended
June 28, 1997.

10.3 -- Severance Agreement between GenRad, Inc. and Kevin R. Cloutier
effective as of May 9, 1997, incorporated by reference to Exhibit 10.3 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.

10.4 -- Severance Agreement between GenRad, Inc. and Paul Geere effective
as of May 9, 1997, incorporated by reference to Exhibit 10.4 to the
Company's report on Form 10-Q for the quarter ended September 27, 1997.

10.5 -- Severance Agreement between GenRad, Inc. and Lori B. Hannay
effective as of May 9, 1997, incorporated by reference to Exhibit 10.5 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.

10.6 -- Severance Agreement between GenRad, Inc. and Sarah H. Lucas
effective as of May 9, 1997, incorporated by reference to Exhibit 10.6 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.

10.7 -- Severance Agreement between GenRad, Inc. and James F. Lyons
effective as of May 8, 1997, incorporated by reference to Exhibit 10.7 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.

10.8 -- Severance Agreement between GenRad, Inc. and Paul Pronsky, Jr.
effective as of May 9, 1997, incorporated by reference to Exhibit 10.8 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.

10.9 -- Severance Agreement between GenRad, Inc. and Michael W. Schraeder
effective as of May 9, 1997, incorporated by reference to Exhibit 10.9 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.

10.10 -- Severance Agreement between GenRad, Inc. and Walter A. Shephard
effective as of October 24, 1997, incorporated by reference to Exhibit
10.10 to the Company's report on Form 10-K for the year ended January 3,
1998.

10.11 -- Severance Agreement between GenRad, Inc. and Gary H. Mueller
effective as of October 24, 1997, incorporated by reference to Exhibit
10.11 to the Company's report on Form 10-K for the year ended January 3,
1998.

10.12 -- Agreement dated February 12, 1997 between GenRad Limited and and
Ford Motor Company, attached.*

10.13 -- Settlement agreement and Mutual General Release dated April 7,
1999 between William E. Gaines, William E. Massaker, Frank B. Wingate and
Heritage Investment Limited Partnership and GenRad, Inc., James F.
Lyons and Paul Pronsky, Jr., filed as Exhibit 10.13 to the 1998 10-K.

11 -- Computation of Per Share Earnings, filed as Exhibit 11 to the
1998 10-K.

21 -- List of Subsidiaries, filed as Exhibit 21 to the 1998 10-K.

23 -- Consent of PricewaterhouseCoopers LLP, filed as Exhibit 23 to the
1998 10-K.

27 -- Financial Data Schedule, filed as Exhibit 27 to the 1998 10-K.

(b) None

(d) See Item 14(a)(1) and (2) above.

* The Company has requested confidential treatment of the redacted
portions of this exhibit pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended, and has separately filed a complete
copy of this exhibit with the Securities and Exchange Commission.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

GenRad, Inc.
(REGISTRANT)

By: /s/ JAMES F. LYONS
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James F. Lyons
President, Chief
Executive Officer and Director

Date: November 19, 1999

GENRAD, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND
QUALIFYING ACCOUNTS

(In Thousands)

Additions
Balance Charged to Balance
Beginning Costs and at End
of Period Expenses Deductions of Period

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Year ended January 2, 1999
Deducted from asset accounts:
Allowance for doubtful accounts $1,127 $1,170 $759 $1,538
Inventory reserve $6,013 $8,787 $ 7,678 $7,122
Deferred tax asset valuation allowance $53,162 $-- $10,818 $42.344

Year ended January 3, 1998
Deducted from asset accounts:
Allowance for doubtful accounts $1,431 $26 $330 $1,127
Inventory reserve $8,836 $1,406 $4,229 $6,013
Deferred tax asset valuation allowance $66,678 $-- $13,516 $53,162

Year ended December 28, 1996
Deducted from asset accounts:
Allowance for doubtful accounts $801 $963 $333 $1,431
Inventory reserve $10,238 $3,483 $4,885 $8,836
Deferred tax asset valuation allowance $76,710 $-- $10,032 $66,678