PACIFIC SCIENTIFIC CO
8-K, 1996-07-12
MOTORS & GENERATORS
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     ______________________


                            --------
                            FORM 8-K
                            --------


                         CURRENT REPORT
               PURSUANT TO SECTION 13 OF 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934


                          JULY 2, 1996
               -----------------------------------
                         Date of Report
                (Date of earliest event reported)


                             1-7744
                      ---------------------
                    (Commission File Number)


                   PACIFIC SCIENTIFIC COMPANY
       --------------------------------------------------
       (Exact name of registrant as specified in charter)


                           CALIFORNIA
         ----------------------------------------------
         (State or other jurisdiction of incorporation)


                           94-0744970
                    ------------------------
                    (IRS Employer ID Number)


 620 Newport Center Drive, Suite 700, Newport Beach, California
 --------------------------------------------------------------
            (Address of principal executive offices)


                              92660
                           ----------
                           (Zip Code)


                         (714) 720-1714
      ----------------------------------------------------
      (Registrant's telephone number, including area code)

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ITEM 5)  OTHER EVENTS
- ---------------------

On July 2, 1996, Pacific Scientific Company (the "Company")
announced a restructuring of its Solium subsidiary.  The charge
for restructuring and other related charges will be approximately
$7.5 millon ($4.5 million after taxes, or approximately 36 cents
per share).  The charge will be recognized in the Company's
second quarter of the current fiscal year, ended June 28, 1996.  

Revenues from the Company's base business, excluding Solium
products, are approximately $72 million in the second quarter,
ended June 28, 1996, and the Company expects net income to be
approximately 18 to 20 cents per share.  Solium losses and the
restructuring charges will approximate 15 cents and to 36 cents
per share, respectively, for an anticipated quarterly net loss of
approximately 32 cents per share.  

Attached hereto and incorporated herein is a copy of the
Company's press release dated July 2, 1996 regarding the
restructuring of the Company's Solium subsidiary.


ITEM 7)   FINANCIAL STATEMENTS, PRO FORMA
          FINANCIAL INFORMATION AND EXHIBITS
- --------------------------------------------

(a)    Financial Statements of Business Acquired.   None.

(b)    Pro Forma Financial Information.   None.

(c)    Exhibits.

       The following exhibit is filed with this report:

           20    Press Release


SIGNATURES
- ----------

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

PACIFIC SCIENTIFIC COMPANY,
a California corporation


By:         //s// Richard V. Plat
   ----------------------------------------
   Richard V. Plat, Secretary

Dated:     July 12, 1996
      -----------------------

                              - 2 -
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                             PACIFIC SCIENTIFIC COMPANY
                         620 Newport Center Drive, Suite 700
                           Newport Beach, California 92660
                                 TEL: (714) 720-1714
                                 FAX: (714) 720-1714


                                    PRESS RELEASE
                              ------------------------
                              FOR RELEASE JULY 2, 1996


                              Contact:  Richard V. Plat


                             PACIFIC SCIENTIFIC COMPANY
                         RESTRUCTURES ITS SOLIUM SUBSIDIARY

NEWPORT BEACH, CALIFORNIA - July 2, 1996 - Pacific Scientific
Company (NYSE-PSX) announced today a restructuring of its Solium
subsidiary.  The charge for restructuring and other related charges
will be approximately $7.5 million ($4.5 million after tax, or
approximately 36 cents per share).  This charge will be recognized
in the second quarter, ended June 28, 1996.  Solium was established
in 1994 to provide fully featured electronic ballasts and lighting
controls.  The first Solium products were shipped in the fall of
1995.

Chairman, President and CEO Edgar S. Brower stated that the Solium
subsidiary attempted to bring out too many products, and to
establish high volume production capability too rapidly.  The
resulting products demonstrated the Solium unique features but, in
general, did not meet cost targets and certain required
specifications by OEM customers.  However, Mr. Brower stated that
the Solium product line, with certain changes now planned or
underway, should have future value to the Company and its
shareholders.  That value derives primarily from certain unique
Solium features, for which patents are now pending.

As a result of the decision to restructure the Solium subsidiary,
certain existing products will continue to be sold in limited
quantities and the main effort will be to focus on reengineering
several core products to achieve all performance and cost
objectives.  The products to be reengineered will maintain the
original dimming and Sense-a-Volt concepts which are unique to
Solium.  The reengineering effort will require at least several
months to complete and it is expected that the Solium subsidiary
will continue to report losses for the remainder of 1996 and into
1997.  During this period, engineering capabilities of the Solium
subsidiary will be expanded under the management of Ken Owens who
was appointed President of Solium on May 22, 1996.

The restructuring and other charges include asset write downs and
other related charges.  For the reasons discussed above and as
previously reported, Solium sales volume has been significantly
less than expected.  In the just completed second quarter, Solium
subsidiary sales were approximately $650,000.

Revenues from Pacific Scientific's base business, excluding Solium
products, are approximately $72 million in the second quarter,
ended June 28, 1996, and net income is expected to be approximately
18 to 20 cents per share.  Solium losses and the restructuring
charges will approximate 15 cents and 36 cents per share,
respectively, for an anticipated quarterly net loss of
approximately 32 cents per share.

Pacific Scientific Company designs, manufactures and markets
electrical equipment and safety equipment.


PSC-349
07/02/96
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