<EXHIBIT>                                                   EXHIBIT 2.2
      Undertaking to Furnish Copies of Omitted Schedules to
     Share Purchase Agreement dated as of November 17, 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 
schedules to the Share Purchase Agreement dated as of November 
17, 1997 among UL America, Inc., Wells Electronics, Inc. and the 
Registrant, which Agreement is filed as Exhibit 2.1 thereto.

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


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