<EXHIBIT>                                                 EXHIBIT 10.20

       Undertaking to Furnish Copies of Omitted Exhibits to
      Subordinated Debenture and Warrant Purchase Agreement
                  dated as of December 26, 1997.



     PCD Inc. (the "Registrant") is not filing as exhibits to its 
Current Report on Form 8-K dated January 9, 1998, copies of the 
exhibits to the Subordinated Debenture and Warrant Purchase 
Agreement dated as of December 26, 1997 between the Registrant 
and Emerson Electric Co., which Agreement is filed as Exhibit 
10.15 thereto.

     The Registrant undertakes to furnish to the Securities and 
Exchange Commission, upon request, copies of such omitted 
exhibits.


Dated:  January 9, 1998

                                           PCD INC. (Registrant)

                                           By:  /s/ John L. Dwight, Jr.
                                                -----------------------
                                                John L. Dwight, Jr.
                                                Chairman of the Board,
                                                President and Chief
                                                Executive Officer