SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____ to ____
Commission file number ____
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Tracor, Inc. 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Tracor, Inc.
6500 Tracor Lane
Austin, TX 78725
(512)926-2800
<PAGE>
REPORT OF INDEPENDENT AUDITORS
401(k) Savings Plan Committee
Tracor, Inc.
Austin, Texas
We have audited the accompanying statements of assets available
for benefits of the Tracor, Inc. 401(k) Savings Plan (the
"Plan") as of December 31, 1996 and 1995, and the related
statement of changes in assets available for benefits for the
year ended December 31, 1996. These financial statements and
the supplemental schedules are the responsibility of the
Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion the financial statements referred to above
present fairly, in all material respects, the assets available
for benefits of the Plan at December 31, 1996 and 1995, and
the changes in its assets available for benefits for the year
ended December 31, 1996, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion
on the financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes
as of December 31, 1996, and reportable transactions for the
year then ended, are presented for purposes of complying with
the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security
Act of 1974, and are not a required part of the financial
statements. The supplemental schedules have been subjected
to the auditing procedures applied in our audits of the
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the financial statements
taken as a whole.
June 23, 1997 /s/ Ernst & Young, LLP
<PAGE>
Tracor, Inc. 401(k) Savings Plan
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
December 31, 1996 and 1995
<TABLE>
1996 1995
ASSETS ---- ----
<S> <C> <C>
Cash and cash equivalents $ 124,185 $ -
Norwest funds:
Income Fund 53,750,784 39,134,424
Growth Equity Fund 78,541,786 54,350,516
Small Cap Opportunities Fund 1,986,637 -
Conservative Balanced Fund - 20,554,918
Growth Balanced Fund - 34,894,915
International Equity Fund - 266,361
Vanguard funds:
Wellington Fund 42,529,078 -
Institutional Index Fund 15,435,125 -
International Growth Fund 2,440,065 -
T. Rowe Price Spectrum Income Fund 27,316,690 -
Fidelity Contrafund 4,612,040 -
Tracor Stock Fund 2,345,278 687,962
------------ ------------
229,081,668 149,889,096
Loans receivable from participants 7,610,485 5,122,748
Contributions receivable - 801,983
Interest income receivable 100,054 130,120
------------ ------------
Total assets available for benefits $236,792,207 $155,943,947
============ ============
</TABLE>
See notes to financial statements.
Tracor, Inc. 401(k) Savings Plan
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1996
<TABLE>
Growth SmallCap Conservative Growth
Income Equity Opportunities Balanced Balanced
Total Fund Fund Fund Fund Fund
ADDITIONS ------------ ------------ ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Contributions, net of forfeitures $ 24,086,058 $ 6,473,485 $ 8,830,292 $ 35,562 $2,105,379 $ 3,978,530
Interest and dividend income 4,496,785 2,088,797 511,200 - 72,058 156,364
Net realized and unrealized
gain on investments 19,116,651 427,094 11,027,424 53,871 944,862 3,346,317
Contributions receivable,
net change (801,983) - - - - -
Interest income receivable,
net change (30,066) - - - - -
------------ ----------- ----------- -------- ---------- -----------
Total additions 46,867,445 8,989,376 20,368,916 89,433 3,122,299 7,481,211
DEDUCTIONS
Distributions to participants 14,025,548 3,998,556 4,797,497 3,800 1,790,240 2,318,800
Administrative expenses 82,560 49,127 7,189 157 5,317 5,499
------------ ----------- ----------- -------- ---------- -----------
Total deductions 14,108,108 4,047,683 4,804,686 3,957 1,795,557 2,324,299
Net borrowings by participants - (237,526) (365,755) (29,118) (153,506) (192,304)
Net transfers into (out of) fund - (2,463,143) (7,607,850) 1,905,291 (21,728,154) (39,859,523)
Transfer of funds due to plan merger 48,088,923 12,578,070 16,709,058 - - -
------------ ----------- ---------- ---------- ----------- -------------
Net increase in fund 80,848,260 14,819,094 24,299,683 1,961,649 (20,554,918) (34,894,915)
Net assets available for benefits
at beginning of year 155,943,947 39,134,424 54,350,516 - 20,554,918 34,894,915
------------ ----------- ----------- ----------- ---------- -------------
Net assets available for benefits
at end of year $236,792,207 $53,953,518 $78,650,199 $1,961,649 $ - $ -
============ =========== =========== ========== =========== =============
</TABLE>
See notes to financial statements.
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS (continued)
<TABLE>
Loans
International International Institutional Spectrum Tracor Receivable
Equity Wellington Growth Index Income Stock From
Fund Fund Fund Fund Fund Contrafund Fund Participants Other
-------- ---------- --------- -------- --------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$118,875 $1,233,924 $ 66,286 $ 199,254 $ 715,719 $ 102,890 $225,862 $ - $ -
26 701,890 26,483 148,981 278,889 - 9,010 503,087 -
55,112 1,955,779 56,850 603,082 191,272 32,216 422,772 - -
- - - - - - - - (801,983)
- - - - - - - - (30,066)
--------- ----------- --------- --------- ---------- --------- -------- --------- ---------
174,013 3,891,593 149,619 951,317 1,185,880 135,106 657,644 503,087 (832,049)
6,886 262,236 3,189 190,767 307,329 3,691 23,914 318,643 -
- 7,083 7 1,028 6,655 451 47 - -
--------- ----------- --------- --------- ---------- --------- -------- --------- ----------
6,886 269,319 3,196 191,795 313,984 4,142 23,961 318,643 -
(3,846) 30,976 (5,316) (16,836) 36,101 (7,690) (15,047) 959,867 -
(429,642) 38,658,482 2,290,945 5,916,842 19,430,979 2,718,463 1,167,310 - -
- - - 8,599,072 6,997,522 1,861,775 - 1,343,426 -
--------- ----------- ---------- ---------- ----------- ---------- --------- --------- ----------
(266,361) 42,311,732 2,432,052 15,258,600 27,336,498 4,703,512 1,785,946 2,487,737 (832,049)
266,361 - - - - - 687,962 5,122,748 932,103
--------- ----------- ---------- ---------- ----------- ---------- --------- --------- ----------
$ - $42,311,732 $2,432,052 $15,258,600 $27,336,498 $4,703,512 $2,473,908 $7,610,485 $ 100,054
========= =========== ========== =========== =========== ========== ========== ========== ==========
</TABLE>
Tracor, Inc. 401(k) Savings Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
Note A -- Description of the Plan
The following description of the Tracor, Inc. 401(k) Savings
Plan (Plan) provides general information only.Reference should
be made to the Summary Plan Description or the Plan document
for more complete information.
Plan Sponsor
The Plan has been adopted by Tracor, Inc. (Plan Sponsor) and
certain of its domestic subsidiaries (Participating Employers).
The Plan is a contributory defined contribution plan, optional
to all eligible employees. The Plan is administered by the
trustee, Norwest Bank, under the direction of employees of the
Plan Sponsor and Participating Employers (the Committee) who
may also be Plan participants. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
Plan Amendments
Effective October 1, 1996, the AEL Retirement Savings Plan (AEL
Plan) was merged into the Plan and assets totaling
approximately $48,089,000 were transferred from T. Rowe Price,
AEL Plan trustee, to Norwest Bank. Active participants in the
AEL Plan prior to October 1, 1996, became fully vested in
employer matching and profit sharing contributions at the time
of the merger.
Participants
Substantially all employees of the Plan Sponsor and
Participating Employers are eligible to participate in the Plan
upon their date of hire. Enrollment in the Plan is generally
the first day of any month.
Contributions
Participants may elect to contribute from 1% to 20% of their
compensation, as defined by the Plan, limited to $9,500 for
1996. Highly compensated participants, as defined by the
Internal Revenue Service (IRS), may be subject to more
restrictive maximum limits. Participants are immediately
vested in their contributions, as well as Plan earnings.
Participant contributions and Plan earnings are not taxable to
the participants as income until they are withdrawn from the
Plan.
The Plan Sponsor and Participating Employers contribute to
participant accounts as follows:
AEL Industries, Inc. (AEL) 50% of the participant's
contributions, limited to 6% of
participant's base salary and
discretionary profit sharing
contributions
Vitro Services Corporation Up to 50% of the participant's
contributions, limited to
5% of participant's base salary or
a profit sharing contribution
Vitro Technical
Services, Inc 4% of the participant's base salary
All other Participating
Employers 25% of the participant's contributions,
limited to 6% of participant's base salary
Vesting for Plan Sponsor and Participating Employer matching
contributions occurs over two to four years for Vitro
Corporation and Vitro Services Corporation participants.
Employees of AEL who enroll as participants after September 30,
1996, vest immediately in company matching contributions and
vest 100% in profit sharing contributions after completing five
years of service. Vesting for all other participants occurs
immediately. Plan Sponsor and Participating Employer
contributions totaled $3,761,300 in 1996 and are net of
forfeitures of $275,200.
Investment Options
Contributions made by the participants and by the Plan Sponsor
or a Participating Employer may be directed by the participant
to any of the nine investment options:
Income Fund -- Invests in the Norwest Stable Return Fund,
which invests in fixed income securities, insurance pooled
accounts, and individual guaranteed investment contracts
(GICs).
Norwest Growth Equity Fund -- Invests in large company
growth stocks, small company stocks and international
stocks.
Norwest Small Cap Opportunities Fund -- Invests all assets
in the Schroder U.S. Smaller Companies Portfolio, a series
of Schroder Capital Funds, itself a registered open-end
management investment company.
Vanguard Wellington Fund -- Invests 60-70% of assets in
equity securities and 30-40% in fixed income securities.
(Replaced the Norwest Growth Balanced Fund.)
Vanguard Institutional Index Fund -- Invests in equity
securities of companies in the Standard & Poor's 500
Composite Stock Price Index. The fund holds all of the 500
underlying securities in proportion to their weighting in
the Index.
Vanguard International Growth Fund -- Invests in stocks of
companies based outside the United States that have above-
average growth potential. 60-70% of the fund is invested
in small- to medium-sized companies, and the remainder is
invested in liquid, large capitalization stocks. (Replaced
the Norwest International Equity Fund.)
T. Rowe Price Spectrum Income Fund -- Invests primarily in
domestic bond funds and in a foreign bond fund. Up to 25%
of fund assets may be allocated to a stock fund. (Replaced
the Norwest Conservative Balanced Fund.)
Fidelity Contrafund -- Invests in equity securities of
companies that are undervalued or out-of-favor.
Tracor Stock Fund -- Invests in Tracor, Inc. common stock.
Distributions
Participants are entitled to receive a distribution of their
accounts upon reaching age 59-1/2, termination of employment,
disability, death, or in the event of a financial hardship.
Distributions may be made in a lump-sum or in periodic
installments and are taxable to the participant when received.
Distributions prior to age 59-1/2 may subject the participant
to a 10% federal tax penalty.
Participants may borrow from their Plan account in accordance
with provisions of the Plan.
Termination
Although it has not expressed any intent to do so, the Plan
Sponsor has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to
the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
Administrative Costs
Administrative costs of the Plan of approximately $332,000 were
paid by the Plan Sponsor and Participating Employers in 1996.
Note B -- Significant Accounting Policies
Investments
All pooled account, collective fund, and common stock
investments are valued at the net asset value quoted in an
active market as of the last business day of the year. The
insurance investment contracts are recorded at contract value,
which represents cost plus accrued income, and loans receivable
from participants are valued at cost which approximates fair
value.
Distributions
Distributions to participants are recorded by the Plan when
actual payments are made.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires Plan
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities. Actual results
could differ from those estimates.
Note C -- Federal Income Taxes
The Plan obtained its latest determination letter, dated
October 8, 1996, in which the Internal Revenue Service stated
that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The Plan
has been amended since filing for the determination letter.
However, the plan administrator believes the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code, and that the Plan
was qualified and the related trust was tax-exempt as of the
financial statement date. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
Note D -- Investments
The Plan's investments are held by a trust fund and are
presented in the following table. Investments that represent
5 percent or more of the Plan's assets are separately
identified.
<TABLE>
December 31,
1996 1995
----------- ------------
Investments at fair value as determined
by quoted market price:
<S><C> <C> <C>
Norwest Stable Return Fund $ 24,330,752 $ 4,467,223
Norwest Growth Equity Fund 78,541,786 54,350,516
Norwest Conservative Balanced Fund - 20,554,918
Norwest Growth Balanced Fund - 34,894,915
Vanguard Wellington Fund 42,529,078 -
Vanguard Institutional Index Fund 15,435,125 -
T. Rowe Price Spectrum Income Fund 27,316,690 -
Other 11,508,205 1,008,429
------------ ------------
199,661,636 115,276,001
Investments at cost (estimated fair value):
Participant loans 7,610,485 5,122,748
Investments at contract value:
Bankers Trust Pyramid GIC Fund 19,216,476 18,153,549
Guaranteed investment contracts 10,203,556 16,459,546
------------ ------------
$236,692,153 $155,011,844
============ ============
</TABLE>
At December 31, 1996 and 1995, the Plan's assets include five
and six guaranteed investment contracts (GICs), respectively.
Interest crediting rates on the GICs are determined at the time
of purchase except for the Bankers Trust Pyramid GIC Fund, a
pooled account with no stated interest rate. At December 31,
1996 and 1995, the interest crediting rates on the other GICs
ranged from 8.46% to 8.75% and 8.41% to 8.75%, respectively.
The average yield approximates the interest crediting rates
because there has been no change in the interest crediting
rates. The average yield on the Bankers Trust Pyramid GIC Fund
for 1996 and 1995 was 5.85% and 6.03%, respectively.
The fair value of investments in GICs was estimated by
discounting the expected future cash flows using contractual
maturities and current market rates. The estimated fair value
of guaranteed investment contracts held at December 31, 1996,
is as follows:
<TABLE>
Carrying Estimated
Guaranteed Investment Contract Amount Fair Value
- ------------------------------ ----------- -----------
<S> <C> <C>
Bankers Trust Pyramid GIC Fund $19,216,476 $19,216,476
Confederation Life Insurance
GIC (also see Note E) 3,959,524 3,959,524
Canada Life Assurance GAC 3,025,121 3,026,270
Peoples Security Life GIC 2,607,275 2,634,623
Security Life of Denver GIC 611,636 612,228
</TABLE>
Amounts invested in the GICs are subject to certain
restrictions and penalties if the contracts are terminated or
if assets are withdrawn for reasons other than for participant
retirement or termination benefits, transfers to other
investment funds, or loan withdrawals.
Note E -- Confederation Life Contract
The Income Fund has a GIC of approximately $4,000,000 with
Confederation Life Insurance Company (Confederation Life) and
the Bankers Trust Pyramid GIC Fund has a $250,000 Confederation
Life GIC, together representing approximately 8% of the Income
Fund value at December 31, 1996.
On August 12, 1994, U.S. insurance authorities placed the U.S.
branch of Confederation Life into a plan of rehabilitation due
to the seizure of its parent, Confederation Life of Canada, by
federal regulators. Interest accruals were frozen as of August
11, 1994.
Effective June 30, 1995, the Committee segregated that portion
of the Income Fund invested in the Confederation Life contract.
Since that time, the contracts have been recorded at 100% of
the contract values as of August 11, 1994 (including accrued
interest earned through such date). Subsequent to June 30,
1995, additional funds have not been invested in the
Confederation Life contract and transfers out of the
Confederation Life contract have not been permitted.
Subsequent to December 31, 1996, a settlement agreement was
reached between Confederation Life and the contract holders,
resulting in payments to the Plan totaling $4,238,700 for the
Confederation Life contract. As of May 27, 1997, participants
with investments in the Confederation Life contract were
notified of the settlement, the transfer of the former
Confederation Life investments to the Income Fund, and that
these amounts were available for transfers to other investment
options and for benefit payments.
Note F -- Subsequent Event
Effective January 1, 1997, the QSI Profit Sharing/401(k) Plan
(QSI Plan), the GDE Systems, Inc. Partners in Retirement
Savings Plan (GDE Plan), and the Cordant, Inc. Retirement
Savings Plan (Cordant Plan) were merged into the Plan. Assets
totaling approximately $110 million were transferred from each
plan's trustee to Norwest Bank. Concurrent with the mergers,
several new investment options were added to the Plan.
<PAGE>
Tracor, Inc. 401(k) Savings Plan
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
<TABLE>
Fair
Identity of Issue Description of Investment Cost Value
- ----------------- ------------------------- ---- -----
<S> <C> <C> <C>
* Norwest Bank Cash and cash equivalents $ 124,185 $ 124,185
Mutual funds:
* Norwest Stable 1,031,839 shares, mutual
Return Fund fund, share value $23.58 23,869,622 24,330,752
* Norwest Growth 2,638,286 shares, mutual
Equity Fund fund, share value $29.77 65,935,815 78,541,786
* Norwest Small Cap 110,369 shares, mutual
Opportunities Fund fund,share value $18.00 1,936,289 1,986,637
Vanguard Wellington 1,626,351 shares, mutual
Fund fund, share value $26.15 42,355,429 42,529,078
Vanguard Institutional 224,152 shares, mutual
Index Fund fund, share value $68.86 15,026,912 15,435,125
Vanguard International 148,242 shares, mutual
Growth Fund fund, share value $16.46 2,460,561 2,440,065
T. Rowe Price Spectrum 2,438,990 shares, mutual
Income Fund fund, share value $11.20 27,155,290 27,316,690
Fidelity Contrafund 109,420 shares, mutual
fund, share value $42.15 4,584,121 4,612,040
------------ ------------
Total mutual funds $183,324,039 $197,192,173
------------ ------------
Fair
Identity of Issue Description of Investment Cost Value
- ----------------- ------------------------- ---------- --------------
<S> <C> <C> <C>
* Tracor, Inc. 110,366 shares, common
stock, share value $21.25 $ 2,043,743 $ 2,345,278
Guaranteed investment contracts:
Bankers Trust Pyramid GIC, pooled account,
GIC Fund matures 4/1/99 19,216,476 19,216,476
Confederation Life Insurance GIC, 8.5%, matures 1/9/96 3,959,524 3,959,524
Canada Life Assurance GAC, 8.75%, matures 1/15/98 3,025,121 3,025,121
Peoples Security Life GIC, 8.46%, matures 4/30/98 2,607,275 2,607,275
Security Life of Denver GIC, 8.73%, matures 4/30/01 611,636 611,636
------------ ------------
Total guaranteed investment contracts 29,420,032 29,420,032
------------ ------------
* Participant loans Various maturities and
interest rates: 7 to 11.5% - 7,610,485
------------ ------------
Total assets held for investment $214,911,999 $236,692,153
============ ============
</TABLE>
* Indicates party-in-interest to the Plan
Tracor, Inc. 401(k) Savings Plan
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1996
<TABLE>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Asset Price Price Asset Date Gain
-------------- --------------------- -------- -------- -------- ------------ ------
Category (i)
- ------------
<S> <C> <C> <C> <C> <C> <C>
Norwest Bank Commingled trust fund -
Stable Return Fund $12,578,070 $12,578,070 $12,578,070
Norwest Bank Commingled trust fund -
Growth Equity Fund 16,709,058 16,709,058 16,709,058
Norwest Bank Commingled trust fund -
Conservative Balanced Fund $20,496,432 18,471,154 20,496,432 $2,025,278
Norwest Bank Commingled trust fund -
Growth Balanced Fund 39,902,425 32,464,961 39,902,425 7,437,464
The Vanguard Group Commingled trust fund -
Wellington Fund 39,894,617 39,894,617 39,894,617
The Vanguard Group Commingled trust fund -
Institutional Index Fund 8,599,072 8,599,072 8,599,072
T. Rowe Price Commingled trust fund -
Spectrum Income Fund 20,500,357 20,500,357 20,500,357
Category (iii)
- --------------
Norwest Bank Commingled trust fund -
Stable Return Fund 26,889,765 26,889,765 26,889,765
Norwest Bank Commingled trust fund -
Stable Return Fund 7,551,058 7,318,644 7,551,058 $ 232,414
Norwest Bank Commingled trust fund -
Growth Equity Fund 29,617,498 29,617,498 29,617,498
Norwest Bank Commingled trust fund -
Growth Equity Fund 13,092,712 10,947,106 13,092,712 2,145,606
Norwest Bank Commingled trust fund -
Conservative Balanced Fund 2,444,014 2,444,014 2,444,014
Norwest Bank Commingled trust fund -
Conservative Balanced Fund 23,942,709 21,638,836 23,942,709 2,303,873
Norwest Bank Commingled trust fund -
Growth Balanced Fund 5,431,307 5,431,307 5,431,307
Norwest Bank Commingled trust fund -
Growth Balanced Fund 43,669,889 35,603,958 43,669,889 8,065,931
The Vanguard Group Commingled trust fund -
Institutional Index Fund 15,087,665 15,087,665 15,087,655
The Vanguard Group Commingled trust fund -
Institutional Index Fund 64,075 60,753 64,075 3,322
The Vanguard Group Commingled trust fund -
Wellington Fund 43,960,086 43,960,086 43,960,086
The Vanguard Group Commingled trust fund -
Wellington Fund 1,693,095 1,604,657 1,693,095 88,438
T. Rowe Price Commingled trust fund -
Spectrum Income Fund 26,929,278 26,929,278 26,929,278
T. Rowe Price Commingled trust fund -
Spectrum Income Fund 1,512,310 1,482,437 1,512,310 29,873
</TABLE>
There were no category (ii) or (iv) reportable transactions
during the year ended December 31, 1996.
TRACOR, INC. 401(k) SAVINGS PLAN
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Tracor, Inc. 401(k) Savings Plan
Committee
Date: June 30, 1997 By: /s/ Robert K. Floyd
-----------------------
Name: Robert K. Floyd
Title: Chairman
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statements (No. 33-55624, No. 33-93186, No.
33-96474, No. 333-17409 and No. 333-27601, all
on Form S-8) pertaining to various benefit plans sponsored by
Tracor, Inc. of our report dated June 23, 1997, with respect
to the financial statements and schedules of the Tracor, Inc.
401(k) Savings Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 1996.
/s/ Ernst & Young, LLP
Austin, Texas
June 27, 1997
