EG&G, INC.
45 William Street
Wellesley, Massachusetts 02181
February 9, 1995
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: EG&G, Inc.
Registration Statement on Form 8-A
Request for Acceleration
Gentlemen:
The undersigned on behalf of EG&G, Inc. (the "Company")
hereby requests that the Registration Statement on Form 8-A
of the Company relating to the Common Stock Purchase Rights
(the "Rights") to be issued by the Company as a dividend to its
holders of record of Common Stock on February 8, 1995 be
declared effective as soon as possible following the receipt of
this filing.
EG&G, INC.
By:
Murray Gross
Vice President, General
Counsel and Clerk
cc: Earl Sanderson, Esq.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-A/A
AMENDMENT NO. 1 TO REGISTRATION STATEMENT FILED
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EG&G, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2052042
- ------------------------------- ------------------
(State of incorporation (IRS Employer
or organization) Identification No.)
45 William Street
Wellesley, Massachusetts 02181
- ---------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------------ ------------------------------------------
Preferred Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
-----------------------------------------
(Title of Class)
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: February , 1995 EG&G, INC.
/s/ Murray Gross
Murray Gross
Vice President, General
Counsel and Clerk
