<PAGE> 1
Page 1 of 6 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
PACIFIC RESEARCH & ENGINEERING CORPORATION
____________________________________________
(Name of Issuer)
Common stock, No Par Value
____________________________
(Title of Class of Securities)
333-858-LA
____________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
<PAGE> 2
Page 2 of 6 Pages
CUSIP No. 333-858-LA 13G
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
JACK K. WILLIAMS, # ###-##-####
______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S. CITIZEN
______________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 1,054,000 COMMON STOCK, NO PAR
OWNED BY EACH ______________________________________________
REPORTING
PERSON WITH 6. SHARED VOTING POWER
2,500 COMMON STOCK, NO PAR
______________________________________________
7. SOLE DISPOSITIVE POWER
1,054,000 COMMON STOCK, NO PAR
______________________________________________
8. SHARED DISPOSITIVE POWER
2,500 COMMON STOCK, NO PAR
<PAGE> 3
Page 3 of 6 Pages
______________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,500 COMMON STOCK, NO PAR
______________________________________________________________________________
10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
__________
______________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.83%
______________________________________________________________________________
12. TYPE OF REPORTING PERSON*
INDIVIDUAL
______________________________________________________________________________
<PAGE> 4
Page 4 of 6 Pages
Item 1(a) Name of Issuer:
PACIFIC RESEARCH & ENGINEERING CORPORATION
Item 1(b) Address of Issuer's Principal Executive Offices:
2070 LAS PALMAS DRIVE, CARLSBAD, CA 92009
Item 2(a) Name of Person Filing:
JACK K. WILLIAMS
Item 2(b) Address of Principal Business Office
2070 LAS PALMAS DRIVE, CARLSBAD, CA 92009
Item 2(c) Citizenship:
UNITED STATES CITIZEN
Item 2(d) Title of Class of Securities:
COMMON STOCK
Item 2(e) CUSIP Number:
333-858-LA
Item 3 Type of Person:
INDIVIDUAL - EXECUTIVE OFFICER, PRESIDENT/CEO
Item 4 Ownership (at December 31, 1997):
(a) Amount Beneficially Owned:
1,056,500 COMMON STOCK
(b) Percent of Class:
45.83%
<PAGE> 5
Page 5 of 6 Pages
(c) Number of shares as to which such Person has:
(i) Sole power to vote or to direct the vote:
1,054,000 COMMON STOCK
(ii) Shared power to vote or to direct the vote:
1,056,500 COMMON STOCK
(iii) Sole power to dispose or to direct the disposition of:
1,054,000 COMMON STOCK
(iv) Shared power to dispose or direct the disposition of:
1,056,500 COMMON STOCK
Item 5 Ownership of Five Percent or Less of a Class:
NOT APPLICABLE
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
NOT APPLICABLE
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
NOT APPLICABLE
Item 8 Identification and Classification of Members of the Group:
NOT APPLICABLE
Item 9 Notice of Dissolution of Group:
NOT APPLICABLE
Item 10 Certification:
<PAGE> 6
Page 6 of 6 Pages
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes
or effect.
SIGNATURE
____________________________
After reasonable inquire and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 10, 1998 Signature: /s/ LARRY E EYLER
___________________ ___________________
Name/Title: Larry E. Eyler
Chief Financial Officer
