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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 COMMISSION FILE NO. 1-8045

GENRAD, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

300 BAKER AVENUE, CONCORD, MASSACHUSETTS 01742-2174
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 287-7000

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------

Common Stock, $1 par value New York Stock Exchange
7-1/4% Convertible Subordinated New York Stock Exchange
Debentures due 2011

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 held by non-affiliates of the
registrant as of March 14, 1995 was $98,529,314. 19,599,701 shares of the
Common Stock of GenRad, Inc., $1 par value, were outstanding on March 14, 1995.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the Proxy Statement of GenRad, Inc. for the Annual
Meeting of Shareholders to be held on May 11, 1995 (the "1995 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 December 31, 1994, are incorporated by reference into
Part III.

2. Portions of the Annual Report to Shareholders for the year ended
December 31, 1994 (the "1994 Annual Report"), are incorporated by
reference into Part II and Part IV.

Exhibit Index on page 7

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PART I

ITEM 1. BUSINESS

GenRad, Inc. (the "Company" or "GenRad") commenced operations as a
corporation in June 1915. The Company designs, develops, manufactures and
sells integrated software and test and measurement systems to manufacturers,
users and servicers of electronic and mechanical products. The Company has two
product lines: Electronic Manufacturing Test ("Concord Products"), and
Advanced Diagnostic Solutions. Prior to 1994, the Company had two additional
product lines which were Design Automation Products ("DAP") and Structural Test
Products ("STP"). DAP and STP were designated discontinued product lines in
the third quarter of 1993 as part of the Company's restructuring, as more fully
described in Management's Discussion and Analysis of Financial Condition and
Operating Results.

Concord Products products and services accounted for 81.4% of
consolidated revenues in the fiscal year ended December 31, 1994 ("fiscal
1994"), 73.6% in the fiscal year ended January 1, 1994 ("fiscal 1993"), and
76.1% in the fiscal year ended January 2, 1993 ("fiscal 1992"). Advanced
Diagnostic Solutions products and services accounted for 18.6% of consolidated
revenue in fiscal 1994, 22.2% in fiscal 1993, and 9.6% in fiscal 1992.

CONCORD PRODUCTS

Concord Products is comprised of the following products, each of which
is developed and manufactured at the Company's Concord, Massachusetts facility.

AUTOMATIC TEST EQUIPMENT (ATE)

The core ATE products include the GR228X product families and are used
to test printed-circuit boards, which are used in virtually all electronic
products, during their manufacturing process. These systems sell for prices
ranging from under $100,000 to over $500,000.

Major competitors include Hewlett-Packard, Teradyne and Schlumberger.
The Company sells its ATE products through a direct sales force in the United
States, the United Kingdom, Germany, France, Switzerland and Italy. Sales
elsewhere are made through these offices or independent representatives to whom
GenRad provides technical and administrative assistance.

GENEVA[TRADEMARK] TEST AND MEASUREMENT SYSTEMS

GenRad's Extended VXI Architecture ("GENEVA") is a combined hardware
and software test and measurement system that uses the industry standard VXIbus
for instrument control. GenRad's extension adds a scanner bus above the
instruments to solve the signal interconnect problems not addressed by VXI.
The Company has a patent for this VXIScan[trademark] architectural extension.
The GENEVA architecture is capable of addressing the needs of a wide range of
test and measurement system applications.

The GR9000 is the first announced product based on the GENEVA
architecture. The GR9000 is an end-of-line telecommunications compliance test
and measurement system. The GR9000 can be used by telecommunications companies
to run a full range of CCITT tests at high throughput and accuracy. The major
competitors thus far are Schlumberger and Hewlett-Packard.

The GENEVA Test & Measurement Systems GR1000 and GR5000 are an open
configurable VXI-based test and measurement system for functional test
applications. Such applications range from engineering verifications to
manufacturing verification and calibration to field service and repair at the
PC board, modular system level. Pricing of product varies based on customer
specifications.

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ADVANCED DIAGNOSTIC SOLUTIONS

Advanced Diagnostic Solutions (ADS), previously referred to as
Automotive Test Products, develops and produces test systems for diagnostics of
electrical and electronic failures on cars and other products. ADS designs,
manufactures and provides worldwide service and support for all products.
Applications support is provided to write test programs specific to customer
requirements. Hewlett-Packard is ADS's most significant competitor. Pricing
of product, including software, varies based on customer specifications.

PRINCIPAL MARKETS

GenRad's principal customers are electronics manufacturers in the
following industries: computers and computer peripherals, telecommunications,
aerospace, automotive, process controls, medical equipment, transportation,
consumer products, office automation/information processing,
government/military equipment and contract manufacturing. GenRad has
government contracts which are generally subject to termination at the
convenience of the government. Sales to agencies of the United States
Government amounted to 5% of consolidated revenues in 1994, 12% in 1993 and 4%
in 1992. Sales to Ford of Europe amounted to 16% of consolidated revenues in
1994, 16% in 1993 and 7% in 1992.

SALES, SERVICE AND DISTRIBUTION

GenRad sells and services its products primarily through its own sales
and service organizations consisting of sales offices and service centers
located in the United States, the United Kingdom, Germany, France, Switzerland,
Italy and Singapore. Sales or service elsewhere is made through these offices
or through independent representatives to whom GenRad provides technical and
administrative assistance.

FOREIGN OPERATIONS

GenRad's operations abroad consist of selling, marketing, distributing
and servicing products, providing other types of customer support services such
as software development and manufacturing of Advanced Diagnostic Solutions
products. GenRad Manchester, located in Manchester, England, is a division of
GenRad Limited and is the base of GenRad's Advanced Diagnostic Solutions
business unit.

GenRad is subject to the usual risks of international trade, including
unfavorable economic conditions, political instability, restrictive trade
policies, controls on funds transfers and foreign currency fluctuations.

During fiscal year 1994, sales in foreign countries were $78,692,000 or
55% of GenRad's total sales, compared with $88,839,000, or 56%, during fiscal
year 1993, and $83,220,000, or 58%, during fiscal year 1992. Additional
information regarding GenRad's foreign operations is contained in the
Consolidated Financial Statements incorporated in Item 8 of this report.

BACKLOG

Backlog at the end of 1994 was approximately $31.7 million as compared
to approximately $19.0 million at the end of 1993. Backlog relating to the
U.S. Marine Corps order as of the end of 1994 totaled $9.1 million compared to
$2.4 million at the end of 1993. Backlog for 1994 excluded orders related to
discontinued products. Most orders are filled within three months of receipt.
It is expected that substantially all of the orders on hand on December 31,
1994, will be filled during the current fiscal year. Although orders are
subject to cancellation by purchasers, GenRad's experience has been that
cancellations are not material.

COMPETITIVE CONDITIONS

Competition, from both U.S. and foreign competitors, is strong and
active. Some of these competitors are substantially larger companies with
greater resources. Typically, GenRad meets competition by carefully selecting
its markets and by developing its products to meet the needs of each group of
customers. Primary competitive factors are product performance, customer

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support services and pricing. The electronic manufacturing test industry is
subject to rapid change and success is dependent on the development of new
technologies and new product introductions. A key competitive advantage for
GenRad is the Company's broad and integrated product family and its extensive
software capabilities.

RESEARCH AND DEVELOPMENT

GenRad's expenditures for the development of new products and services,
and the improvement of existing products and services, were $13,716,000 in
fiscal 1994, $15,342,000 in fiscal 1993, and $20,278,000 in fiscal 1992. The
1994 expenditures were primarily for staffing and related expenses for the
development of electronic manufacturing test and of advanced diagnostic
solutions systems and software products.

PATENTS AND TRADEMARKS

GenRad seeks patents in the United States and appropriate foreign
countries for significant technological inventions. GenRad also owns patents,
copyrights, trademarks and proprietary information, some of which are
considered to be valuable assets. In the opinion of management, no individual
patent, copyright, trademark or proprietary information is material to the
business as a whole.

SUPPLIERS

Materials and components used by GenRad in manufacturing its products
are available primarily from domestic sources. Where possible, GenRad buys
from multiple sources to avoid dependence on any single supplier. However,
certain microcomputers, microprocessors, general-purpose digital computers and
custom semiconductor devices are only available from a limited number of
suppliers.

ENVIRONMENT

GenRad's manufacturing facilities are subject to numerous laws and
regulations designed to protect the environment. GenRad does not anticipate
that compliance with such laws or regulations presently in effect will
adversely affect its capital expenditures, earnings or competitive position.
GenRad does not expect to make any material expenditures for environmental
control facilities in the current fiscal year.

EMPLOYEES

GenRad had 1,096 employees, including contract employees, on December
31, 1994, and 1,184 employees on January 1, 1994. None of GenRad's employees
are covered by collective bargaining agreements, and GenRad believes relations
with its employees are good.

EXECUTIVE OFFICERS OF GENRAD

NAME AGE OFFICE
---- --- ------

James F. Lyons 60 President and Chief Executive Officer
Sarah H. Lucas 35 Vice President, Strategic Planning and Analysis
George A. O'Brien 50 Vice President, Chief Financial Officer, Clerk and Secretary
John C. Washburn 65 Vice President, General Manager Concord Operations

The President, Treasurer and Clerk are elected and all other officers
are appointed by the Board of Directors (the "Directors"). Elected officers
hold office until the first meeting of the Directors following the Annual
Meeting of Shareholders (the "Annual Meeting") and thereafter until a successor
is chosen and qualified. All appointed officers hold office until the first
meeting of the Directors following the Annual Meeting, unless a different term
is specified in the vote choosing or appointing them. There are no family
relationships among the officers and/or directors.

Mr. Lyons joined the Company as President and Chief Executive Officer
in July 1993. From January 1992 until July 1993, Mr. Lyons served as President
and Chief Executive Officer of Harry Gray Associates, a management consulting
and investment company located in Farmington, Connecticut. From 1989 to
January 1992, he was President and Chief Operating Officer of American Medical
International, Dallas, Texas.

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Ms. Lucas was appointed Vice President, Strategic Planning and Analysis
of GenRad in January 1994. From July 1990 to January 1994, Ms. Lucas served as
an Associate Consultant within McKinsey & Company. From September 1988 through
June 1990, she attended the MBA program at Harvard Business School where she
graduated as a Baker Scholar in 1990.

Mr. O'Brien joined the Company as Vice President and Chief Financial
Officer in September 1994, and was additionally elected Clerk and Secretary in
November 1994. From February 1991 until September 1994, Mr. O'Brien was head
of his own financial consulting firm, George A. O'Brien Associates, Dallas,
Texas. From January 1990 through January 1991, he was President and Chief
Executive Officer at The Remington Companies, Inc., Dallas, Texas, a privately
owned company that invested in under-valued properties.

Mr. Washburn was appointed GenRad's Vice President, General Manager
Concord Operations in December 1994. From the time Mr. Washburn joined the
Company in April 1994 until December 1994, he served as Vice President,
Manufacturing Operations. From 1985 to April 1994, Mr. Washburn was the
Executive Vice President and Chief Operating Officer of Mott Metallurgical
Corporation, a manufacturer of precision porous metal products located in
Farmington, Connecticut.

ITEM 2. PROPERTIES

GenRad's executive offices are located in Concord, Massachusetts, where
the Company owns a 450,000 square foot building on 77 acres of land. On
January 16, 1995, GenRad sold a 254,000 square foot manufacturing facility on
85 acres of land in Bolton, Massachusetts. All operations performed in the
Bolton facility were relocated to the Concord facility.

In addition, GenRad engages in research, design, manufacturing or
marketing operations in leased facilities in five states in the United States
and in six foreign countries. In the opinion of management, all of GenRad's
properties are well maintained.

ITEM 3. LEGAL PROCEEDINGS

On October 19, 1993, Hewlett-Packard Company ("H-P") brought an action
in the United States District Court in Colorado against GenRad for infringement
of one or more claims of H-P's U.S. Patents Nos. 5,124,660 and 5,254,953
directed to the use of capacitive coupling for detecting open component pins on
circuit boards. On October 19, 1993, GenRad brought an action in the United
States District Court in Massachusetts against H-P to obtain a judgment
declaring those patents invalid and not infringed. H-P has amended its
complaint to eliminate the former of these patents from the lawsuit, but it is
still charging GenRad with infringement of the latter. On April 7, 1994, the
location of the proceedings was determined to be in the United States District
Court in Massachusetts. On June 2, 1994, H-P filed a motion for injunctive
relief. On February 10, 1995, the motion for injunctive relief was denied.

In the opinion of management, reserves at December 31, 1994 are
adequate to cover the legal costs and liability, if any, related to the
eventual outcome of this litigation. An adverse result in this litigation
could have a material adverse effect on the Company's financial condition,
results of operations or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

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PART II

ITEM 5. MARKET FOR REGISTRANTS' COMMON STOCK AND RELATED SHAREHOLDER MATTERS

The information set forth in Exhibit 13, under the captions
"Supplementary Information" and "Investors' Reference Guide," which is the same
as the information set forth on pages 42 and 44 of GenRad's 1994 Annual Report,
is incorporated by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information set forth in Exhibit 13, under the caption "Selected
Financial Data, Five Year Summary," which is the same as the information set
forth under that caption on page 21 of GenRad's 1994 Annual Report, is
incorporated by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information set forth in Exhibit 13, under the caption
"Management's Discussion and Analysis of Financial Condition and Operating
Results," which is the same as the information set forth under that caption on
pages 22 through 25 of GenRad's 1994 Annual Report, is incorporated by
reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information set forth in the Consolidated Financial Statements and
the Supplementary Information in Exhibit 13, which is the same information set
forth in the Consolidated Financial Statements and the Supplementary
Information on pages 27 through 42 of GenRad's 1994 Annual Report, is
incorporated by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under "Executive Officers of GenRad, Inc." on
pages 3 and 4 in Part I of this report and in Item 1 of the 1995 Proxy
Statement, is hereby incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under "Compensation of Executives and
Directors" in the 1995 Proxy Statement, is hereby incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under "Certain Shareholders" and "Election of
Directors" in the 1995 Proxy Statement, is hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under "Compensation of Directors" in the 1995
Proxy Statement, is hereby incorporated by reference.

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) The following Consolidated Financial Statements of GenRad, Inc. and
Subsidiaries, which are the same as the Consolidated Financial
Statements in GenRad's 1994 Annual Report, are incorporated by
reference to Exhibit 13:

A. Consolidated Statement of Operations.
B. Consolidated Balance Sheet.
C. Consolidated Statement of Stockholders' Equity (Deficit).
D. Consolidated Statement of Cash Flows.
E. Notes to Consolidated Financial Statements.

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

A. Report of Independent Public Accountants on Schedule II
B. Schedule II - Valuation and Qualifying Accounts

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:

*10.01 -- Employment Agreement between GenRad, Inc. and Executive
Officer, Sarah H. Lucas, effective date January 17, 1994,
attached.

*10.02 -- Termination Agreement between GenRad, Inc. and Executive
Officer, Robert C. Aldworth, effective December 31, 1994,
attached.

*10.03 -- GenRad, Inc. Director Restricted Stock Plan, incorporated by
reference to GenRad's Registration Statement on Form S-8
(File No. 33-53867) filed May 27, 1994, attached.

13 -- GenRad, Inc. portions of Annual Report to Shareholders for
fiscal year ended December 31, 1994, attached.

21 -- List of Subsidiaries, attached.

23 -- Consent of Arthur Andersen LLP, attached.

27 -- Financial Data Schedule, attached.

(b) None

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

--------------------

*Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this form pursuant to Item 14 (a) and (c) of this Report.

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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 DULY AUTHORIZED.

GenRad, Inc.
(REGISTRANT)

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

Date: March 30, 1995

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
--------- ----- ----

(1) Principal executive officer

/s/ JAMES F. LYONS President and Chief Executive Officer March 30, 1995
---------------------------
James F. Lyons

(2) Principal financial officer:

/s/ GEORGE A. O'BRIEN Vice President, Chief Financial March 30, 1995
--------------------------- Officer, Clerk and Secretary
George A. O'Brien

(3) Principal accounting officer:

/s/ GEORGE A. O'BRIEN Vice President, Chief Financial March 30, 1995
--------------------------- Officer, Clerk and Secretary
George A. O'Brien

(4) A majority of the Board of Directors:

/s/ RUSSELL A. GULLOTTI Director March 30, 1995
---------------------------
Russell A. Gullotti

/s/ JAMES F. LYONS Director March 30, 1995
---------------------------
James F. Lyons

/s/ EDWIN M. MARTIN, JR. Director March 30, 1995
---------------------------
Edwin M. Martin, Jr.

/s/ PAUL PENFIELD, JR. Director March 30, 1995
---------------------------
Paul Penfield, Jr.

/s/ WILLIAM G. SCHEERER Director March 30, 1995
---------------------------
William G. Scheerer

/s/ ADRIANA STADECKER Director March 30, 1995
---------------------------
Adriana Stadecker

/s/ JAMES H. WRIGHT Director March 30, 1995
---------------------------
James H. Wright

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ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

Stockholders and Board of Directors of
GenRad, Inc.:

We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in GenRad, Inc.'s
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 8, 1995. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the accompanying index is the responsibility of the
Company's management and is presented for the purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states, in all material respects, the financial data required
to be set forth therein in relation to the basic financial statements taken as
a whole.

/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP

Boston, Massachusetts
February 8, 1995

GENRAD, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFIYING ACCOUNTS
(IN THOUSANDS)

====================================================================================================
Col. A Col. B Col. C Col. D Col. E
----------------------------------------------------------------------------------------------------
Additions
Balance at Charged to Balance
Beginning Costs and Deductions at End
Description of Period Expenses (a) of Period
====================================================================================================

Year ended December 31, 1994
Deducted from asset accounts:
Allowance for doubtful accounts $1,462 $516 $662 $1,316

Year ended January 1, 1994
Deducted from asset accounts:
Allowance for doubtful accounts $1,251 $368 $157 $1,462

Year ended January 2, 1993
Deducted from asset accounts:
Allowance for doubtful accounts $ 929 $650 $328 $1,251

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<FN>
(a) Uncollectable accounts written off, net of recoveries.