As filed with the Securities and Exchange Commission on June 14, 1994
Registration No. 33-43582
SEC File No. 1-5075
_____________________________________________________________________
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
EG&G, INC.
(Exact name of issuer as specified in its charter)
Massachusetts 04-2052042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 William Street, Wellesley, MA 02181
(Address of Principal Executive Offices) (Zip Code)
EG&G, INC., 1981 EMPLOYEES STOCK PURCHASE PLAN
(Full title of the plan)
Murray Gross, Esq., Vice President and General Counsel
EG&G, INC.
45 William Street
Wellesley, MA 02181
(Name and address of agent for service)
(617) 237-5100
(Telephone number, including area code, of agent for service)
Pursuant to a Registration Statement on Form S-8 (file no. 33-
43582), EG&G, Inc. (the "Company") registered under the Securities Act
of 1993, as amended (the "Securities Act"), 2,400,000 shares of Common
Stock, $1 par value per share, of the Company, which shares were to be
issued pursuant to the EG&G, Inc., 1981 Employees Stock Purchase Plan
of the Company (the "Plan"). This Post-Effective Amendment No. 1 to
the Registration Statement is being filed for the purpose of
deregistering 656,480 of such shares of Common Stock of the Company
which remain unissued following the termination of the Plan.
Pursuant to Rule 478 promulgated under the Securities Act, the
registrant has duly caused this Post-Effective Amendment No. 1 to be
signed on its behalf by the undersigned, thereto duly authorized, in
the Town of Wellesley, Massachusetts, on this 14th day of June, 1994.
EG&G, INC.
By: ___________________________
Murray Gross, Esq.
Vice President and
General Counsel
