U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1995

                          Commission file number 0-7438


                              DYNATECH CORPORATION
             (Exact name of registrant as specified in its charter)


     MASSACHUSETTS                                              04-2258582
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                          3 New England Executive Park
                      Burlington, Massachusetts 01803-5087
               (Address of principal executive offices)(Zip code)

       Registrant's telephone number, including area code: (617) 272-6100



Indicate by check  mark  whether  the  registrant:  (1) has  filed  all  reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
   1934  during the  preceding  12 months (or for such  shorter  period that the
   registrant  was required to file such  reports),  and (2) has been subject to
   such filing requirements for the past 90 days. Yes X No .


At  January  15,  1996  there  were  18,330,207  shares of  common  stock of the
registrant outstanding.

<PAGE>


                          PART I. FINANCIAL INFORMATION

                          Item I. Financial Statements
<TABLE>
<CAPTION>

                              DYNATECH CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands except per share data)
                                   (Unaudited)

                                                   Three Months Ended         Nine Months Ended
                                                      December 31                December 31
                                                 ----------------------     ----------------------

                                                   1995          1994        1995         1994
                                                   ----          ----        ----         ----

<S>                                              <C>          <C>          <C>          <C>    
Sales ........................................   $ 126,764    $ 127,242    $ 359,055    $ 366,391
Cost of sales ................................      56,783       60,003      162,815      174,301
                                                 ---------    ---------    ---------    ---------
Gross profit .................................      69,981       67,239      196,240      192,090
Selling, general and administrative expense ..      40,835       42,179      119,316      120,607
Product development expense ..................      14,549       12,888       43,380       38,331
Purchased incomplete technology ..............        --           --         16,852         --
Business restructuring activities ............        --           --            800         --
Amortization of intangibles ..................       1,978        2,041        5,623        6,405
                                                 ---------    ---------    ---------    ---------
Operating income .............................      12,619       10,131       10,269       26,747
Interest expense .............................        (506)        (922)      (1,537)      (3,328)
Interest income ..............................         526          301        1,644          895
Other income .................................         509          253        1,052          774
                                                 ---------    ---------    ---------    ---------
Income from continuing operations before
   income taxes ..............................      13,148        9,763       11,428       25,088
Provision for income taxes ...................       5,341        4,155        4,636       10,736
                                                 ---------    ---------    ---------    ---------
Income from continuing operations ............       7,807        5,608        6,792       14,352
Reversal of disposition loss from discontinued
   operations, net of taxes ..................        --           --            647         --
                                                 ---------    ---------    ---------    ---------
Net income ...................................   $   7,807    $   5,608    $   7,439    $  14,352
                                                 ---------    ---------    ---------    ---------

Income per common share
Continuing operations ........................   $    0.43    $    0.32    $    0.37    $    0.80
Discontinued operations ......................        --           --      $    0.04         --
                                                 ---------    ---------    ---------    ---------
                                                 $    0.43    $    0.32    $    0.41    $    0.80
                                                 ---------    ---------    ---------    ---------

Weighted average number of common shares .....      18,336       17,469       17,930       17,945
                                                 ---------    ---------    ---------    ---------

See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                              DYNATECH CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                           December 31     March 31
                                                              1995          1995
                                                              ----          ----
                                                           (Unaudited)

<S>                                                         <C>          <C>   
ASSETS                                                  
Current assets:
    Cash and cash equivalents ...........................   $  34,427    $  27,795
    Accounts receivable, net ............................      81,740       72,152
    Inventories:
         Raw materials ..................................      24,476       26,752
         Work in process ................................      12,406       14,168
         Finished goods .................................      18,730       19,560
                                                            ---------    ---------
                                                               55,612       60,480
    Other current assets ................................      19,658       24,251
                                                            ---------    ---------
         Total current assets ...........................     191,437      184,678
Property and equipment, net .............................      32,310       34,791
Intangible assets, net ..................................      30,649       29,104
Other assets ............................................      11,846        7,819
                                                            ---------    ---------
                                                            $ 266,242    $ 256,392
                                                            ---------    ---------
LIABILITIES

Current liabilities:
    Notes payable and current portion of long-term debt .       4,441        4,374
    Accounts payable ....................................      16,539       19,651
    Streamlining and restructuring accrual ..............       8,024       22,556
    Other accrued expenses ..............................      48,994       46,584
                                                            ---------    ---------
         Total current liabilities ......................      77,998       93,165
Long-term debt ..........................................      14,815        7,915
Deferred income taxes ...................................         630          992
Deferred compensation ...................................         678         --

SHAREHOLDERS' EQUITY

Common stock ............................................       3,721        3,721
Additional paid-in capital ..............................      11,549        7,432
Retained earnings .......................................     158,853      151,414
Cumulative foreign currency adjustments .................         977        2,659
Treasury stock ..........................................      (2,979)     (10,906)
                                                            ---------    ---------
    Total shareholders' equity ..........................     172,121      154,320
                                                            ---------    ---------
                                                            $ 266,242    $ 256,392
                                                            ---------    ---------
See notes to condensed consolidated financial statements 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                              DYNATECH CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
                                                                  Nine Months Ended
                                                                     December 31
                                                                  -----------------
                                                                   1995       1994
                                                                   ----       ----
<S>                                                             <C>         <C> 
Operating activities:
   Income from continuing operations ........................   $  6,792    $ 14,352
   Adjustments for noncash items included in net income:
       Depreciation .........................................     11,073      10,800
       Amortization of intangibles ..........................      5,623       6,405
       Purchased incomplete technology ......................     16,852        --
       Increase (decrease) in deferred taxes ................     (3,995)      3,273
       Other ................................................        134          96
   Change in operating assets and liabilities, net of effects
       of purchase acquisitions and divestitures ............    (26,042)     (9,097)
                                                                --------    --------
   Net cash flows provided by continuing operations .........     10,437      25,829
   Net cash flows used in discontinued operations ...........       --        (3,250)
                                                                --------    --------
   Net cash flows provided by operating activities ..........     10,437      22,579
                                                                --------    --------
Investing activities:
   Purchases of property and equipment ......................     (9,910)    (11,351)
   Disposals of property and equipment ......................        157         403
   Proceeds from sale of businesses .........................      5,901      24,654
   Business acquired in purchase transaction ................    (12,322)     (1,056)
   Other ....................................................      4,131        (387)
                                                                --------    --------
   Net cash flows provided by (used in) investing activities     (12,043)     12,263
                                                                --------    --------

Financing activities:
   Debt borrowings ..........................................      7,857         612
   Repayment of debt ........................................       (462)     (3,291)
   Proceeds from exercise of stock options ..................        586         720
   Purchases of treasury stock ..............................       --       (12,576)
                                                                --------    --------
   Net cash flows provided by (used in) financing activities       7,981     (14,535)
                                                                --------    --------
Effect of exchange rate on cash .............................        257       1,655
                                                                --------    --------
Increase in cash and cash equivalents .......................      6,632      21,962
Cash and cash equivalents at beginning of year ..............     27,795      23,101
                                                                --------    --------
Cash and cash equivalents at end of period ..................   $ 34,427    $ 45,063
                                                                --------    --------

Supplemental data:
   Cash paid during the period for interest .................   $  1,498    $  4,323
   Cash paid during the period for income taxes .............   $  8,611    $  5,118
   Tax benefit of disqualifying dispositions of stock options   $    126    $     84
   Stock issued for acquisition of Tele-Path Industries .....   $ 13,700        --

See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A.    Condensed Consolidated Financial Statements
      In the opinion of management, the unaudited condensed consolidated balance
      sheet at December 31, 1995, and the unaudited  consolidated  statements of
      income and unaudited  consolidated  condensed statements of cash flows for
      the  interim  periods  ended  December  31,  1995  and  1994  include  all
      adjustments  (including normal recurring adjustments) necessary to present
      fairly these financial statements.

      Certain  information  and  footnote   disclosures   normally  included  in
      financial  statements  prepared  in  accordance  with  generally  accepted
      accounting principles have been condensed or omitted. The year-end balance
      sheet data was derived from  audited  financial  statements,  but does not
      include disclosures required by generally accepted accounting  principles.
      It is suggested  that these  condensed  statements be read in  conjunction
      with the Corporation's most recent Form 10-K and Annual Report as of March
      31, 1995.

B.   Acquisition and Divestments
      On September 1, 1995 Dynatech  acquired  substantially all of the business
      and assets of Virginia Tele-Path Industries, Inc. (TPI) of Salem, Virginia
      for  approximately   $12.6  million  in  cash  including  a  $2.6  million
      contingent  adjustment  for the stock  price,  and  688,096  shares of the
      Corporation's   common  stock.   TPI   manufactures   communication   test
      instruments   used  by  regional  Bell   operating   companies  and  other
      communication  service  providers to test North  American ISDN  technology
      standards.  Acquired  complete  technology and other intangible  assets of
      approximately $6.7 million are being amortized over five years.

      Incident  to  this  acquisition,  the  Company  purchased  the  incomplete
      technology activities of TPI, resulting in a one-time pretax charge in the
      second quarter of approximately  $16.9 million,  or ($.56) per share. This
      purchased  incomplete   technology  that  had  not  reached  technological
      feasibility  and which had no  alternative  future use was valued  using a
      risk  adjusted cash flow model,  under which future cash flows  associated
      with in-process research and development were discounted considering risks
      and  uncertainties  related to the viability of and  potential  changes in
      future  target  markets and to the  completion  of the products  that will
      ultimately be marketed by the Company.

C.   Business Restructuring Activities
      In the quarter  ended  September 30, 1995  Management  decided to exit the
      graphics  portion of its video  equipment  business  in order to achieve a
      more  focused  product   strategy  on  signal   transmission  and  routing
      switchers.  The Corporation  recorded a $3.3 million  provision to reflect
      the revaluation of assets related to  discontinued  imaging  products.  In
      addition, as a result of completing the sale of businesses announced under
      the  corporate-wide  restructuring  plan in April  1994,  the  Corporation
      reversed  $3.6  million  of the  streamlining  and  restructuring  charges
      recorded  against  operations  in fiscal  1994 of which  $2.5  million  is
      reflected  as income  from  continuing  operations  and $1.1  million,  or
      $647,000 net of tax, is reflected  as a reversal of the  disposition  loss
      from discontinued operations.

<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

RESULTS OF OPERATIONS
Consolidated  sales for the three and nine  months  ended  December  31, 1995 as
compared to the  equivalent  periods ended December 31, 1994 are reported in two
business segments; Information Support Products and Diversified Instrumentation,
as summarized below:

<TABLE>
<CAPTION>
                                Sales by Segment
                                 (In thousands)

                                       Three Months Ended      Nine Months Ended
                                          December 31,            December 31,
                                        1995        1994       1995       1994
                                        ----        ----       ----       ----
<S>                                    <C>        <C>        <C>        <C>
Information support products .......   $111,877   $ 98,329   $303,977   $272,234
Diversified Instrumentation:
     Medical and diag. prod ........     14,821     14,790     46,904     46,214
                                       --------   --------   --------   --------
Subtotal - ongoing businesses ......   $126,698   $113,119   $350,881   $318,448
     Divested businesses ...........         66     14,123      8,174     47,943
                                       --------   --------   --------   --------
                                       $126,764   $127,242   $359,055   $366,391
                                       --------   --------   --------   --------
</TABLE>

Sales from  operations not divested in fiscal 1995 or 1996 (ongoing  operations)
increased  12% and 10% for the three and nine  months  ended  December  31, 1995
compared to the  equivalent  prior year periods.  Sales  declined  $14.1 million
(11%) and $39.8  million (11%) for the  comparable  three and nine month periods
due to business divestments which included the sale of fourteen businesses. This
results in a  consolidated  sales decline of .4% for the three months and 2% for
the nine months ended  December 31, 1995 compared to the  respective  prior year
periods. Information Products segment sales increased 14% in the quarter and 12%
in the nine months led by strong test and industrial connectivity product growth
and solid performance from the recently  acquired  Tele-Path  Industries,  Inc.,
partially offset by continued poor performance in the video products area. Sales
of medical and diagnostic  products in the Diversified  Instrumentation  segment
were flat for the quarter  and up slightly  for the nine  months.  Backlog  from
ongoing  operations  was $67.7  million at December 31, 1995  reflecting a small
increase for the quarter.

Consolidated  gross profit for the current quarter and nine months was 55.2% and
54.7% of  sales,  respectively,  compared  to 52.8%  and  52.4%  for each of the
respective  prior year periods.  The improvement in rate was primarily driven by
operating efficiencies from business restructuring and divestitures. Information
Support  Products gross margin  declined  slightly in the current nine months to
56.4% compared to 56.7% in the first nine months of the prior year.  Medical and
diagnostic product margins in the Diversified  Instrumentation  segment declined
to 49.9%,  primarily due to introduction of raw material  specification changes,
compared to 50.8% in the first nine months of the prior year.  Selling,  general
and  administrative  expenses  declined  as a  percent  of sales in the  current
quarter resulting from prior restructuring  actions but were higher as a percent
of sales for the first nine months as compared to the comparable  periods in the
prior  year.  Product  development  expense was 11.5% and 12.1% of sales for the
current three and nine months, respectively,  compared to 10.1% and 10.5% in the
first three and nine months of the prior year. The increase  reflects  increased
investment in the  communication  test and display  businesses.  Amortization of
intangibles,  was $3 million in the first  nine  months of fiscal  1996 and $3.3
million in the first  nine  months of the prior  year.  The  decline  was due to
business  divestments  and  discontinuance  of product lines.  Interest  expense

<PAGE>

declined for the current nine months as compared with the prior year as a result
of repayment of loan debt from operating cash flow.  Interest  income  increased
due to higher  investment  rates and  earnings on notes  acquired in  divestment
activities. The effective tax rate declined to 40.6% for the current nine months
compared  to  42.8%  in  the  prior  year  resulting  from  lower  nondeductible
amortization charges.

Net income for the  current  quarter  increased  39% to $7.8  million  from $5.6
million for the third quarter of the prior year,  resulting in a 34% increase in
earings per share for the comparative period. The increase reflects higher gross
margins and lower  selling  general and  administrative  expenses  and tax rate,
offset partially by higher product development  investment.  For the nine months
ended  December  31, 1995,  excluding  one-time  charges  recorded in the second
quarter,  earnings  per  share  of $.96  were 20%  higher  than the $.80 for the
comparable period in the prior year.

CAPITAL RESOURCES AND LIQUIDITY
The  Company's  funded debt was 10% of total  capital at December 31, 1995.  The
working  capital ratio  improved to 2.4 to 1 at December 31, 1995 from 2 to 1 at
March 31, 1995. The Company has begun the process of selling the majority of its
medical  and  diagnostic  operations  as part of  plans  to  focus  on its  core
communications  business.  Dynatech  believes  it has  sufficient  resources  to
finance its cash  requirements  over the next year and that the current  capital
structure provides  sufficient  financial  flexibility to pursue future business
opportunities.


                            PART I. OTHER INFORMATION

ITEM 6.  (A)  EXHIBITS

            Exhibit 27  Financial Data Schedule

                           PART II. OTHER INFORMATION

ITEM 6.  REPORTS ON FORM 8-K

           (a)  Exhibit  4 -  Revolving  Credit  and Term Loan  Agreement  dated
                October 27, 1995 between Dynatech and the First National Bank of
                Boston, ABN AMRO Bank N.V., and Mellon Bank is filed herewith.

           (b) No  current  reports  on Form  8-K were  filed by the  Registrant
during the quarter ended December 31, 1995.

                                   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.


                                      DYNATECH CORPORATION
                                      -------------------------------------




Date     January 23, 1996             ROBERT H. HERTZ
         --------------------         -------------------------------------
                                      Chief Financial Officer and Treasurer