SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)

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

         For the quarterly period ended June 30, 2001

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ---------- to ----------


                        Commission File Number 333-24001


                           Packard BioScience Company
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Delaware                                         06-0676652
------------------------------------------                  -------------------
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                        Identification No.)


800 Research Parkway, Meriden, Connecticut                         06450
------------------------------------------                  -------------------
 (Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:             203-238-2351
                                                            -------------------


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 [  ]


Shares of Common Stock Outstanding at August 9, 2001:  68,694,155



<PAGE>



                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

                                      INDEX



PART I.    FINANCIAL INFORMATION                                            Page
                                                                            ----
Item 1.    Financial Statements

           Condensed Consolidated Balance Sheets as of  June 30, 2001
           and December 31, 2000                                              2

           Condensed Consolidated Statements of Income (Loss) for the
           Three and Six Months Ended June 30, 2001 and 2000                  3

           Condensed Consolidated Statements of Cash Flows for the
           Six Months Ended June 30, 2001 and 2000                            4

           Notes to Condensed Consolidated Financial Statements               5

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                         11

Item 3.    Quantitative and Qualitative Disclosures About Market Risk        18


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                 19

Item 6.    Exhibits and Reports on Form 8-K                                  19



<PAGE>
<TABLE>
<CAPTION>



                         PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                  PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                   AS OF JUNE 30, 2001 and DECEMBER 31, 2000
                                 (In thousands)

ASSETS                                                            June 30, 2001           December 31, 2000
                                                                  -------------           -----------------
<S>                                                          <C>                      <C>
CURRENT ASSETS:
      Cash and cash equivalents                                      $ 84,220                  $ 13,294
      Accounts receivable, net                                         38,324                    32,578
      Inventories, net                                                 27,600                    22,129
      Deferred income taxes                                             4,058                    15,089
      Net current assets of discontinued operations                        --                    31,868
      Other current assets                                              5,320                     6,700
                                                                     --------                  --------
                 Total current assets                                 159,522                   121,658
                                                                     --------                  --------
PROPERTY, PLANT AND EQUIPMENT, at cost                                 34,221                    27,560
      Less:  Accumulated depreciation                                 (14,869)                  (13,208)
                                                                     --------                  --------
                                                                       19,352                    14,352
                                                                     --------                  --------
OTHER ASSETS:
      Goodwill, net                                                   114,889                   115,010
      Deferred financing costs, net                                     3,468                     4,196
      Net noncurrent assets of discontinued operations                     --                    36,709
      Deferred income taxes                                             4,570                     3,828
      Other                                                            13,168                    10,339
                                                                     --------                  --------
                                                                      136,095                   170,082
                                                                     --------                  --------
TOTAL ASSETS                                                         $314,969                  $306,092
                                                                     ========                  ========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Notes payable                                                  $    837                  $  1,884
      Current portion of long-term obligations                          1,087                     1,183
      Accounts payable and accrued liabilities                         29,232                    36,125
      Income taxes payable                                             16,485                     1,622
      Deferred income                                                  11,825                     9,485
                                                                     --------                  --------
                 Total current liabilities                             59,466                    50,299
                                                                     --------                  --------
LONG-TERM OBLIGATIONS, net of current portion                         118,233                   169,344
                                                                     --------                  --------
OTHER NONCURRENT LIABILITIES                                            2,879                     3,176
                                                                     --------                  --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (Note 3):
       Common stock                                                       164                       164
       Paid-in capital                                                174,464                   168,562
       Retained earnings (accumulated deficit)                         28,304                   (22,469)
       Accumulated other comprehensive income
         (cumulative translation adjustment)                           (3,499)                       65
                                                                     --------                  --------
                                                                      199,433                   146,322
       Less: Treasury stock, at cost                                  (64,521)                  (62,718)
                 Deferred compensation                                   (521)                     (331)
                                                                     --------                  --------
                     Total stockholders' equity                       134,391                    83,273
                                                                     --------                  --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $314,969                  $306,092
                                                                     ========                  ========

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                    (In thousands, except per share amounts)

                                                         Three Months Ended            Six Months Ended
                                                               June 30,                     June 30,
                                                         2001           2000           2001          2000
                                                       --------       --------       --------      --------
<S>                                                <C>            <C>            <C>           <C>

REVENUES                                               $ 48,995       $ 38,572       $100,450      $ 78,417

COST OF SALES                                            22,150         16,477         44,612        33,848
                                                       --------       --------       --------      --------
GROSS PROFIT                                             26,845         22,095         55,838        44,569

RESEARCH AND DEVELOPMENT EXPENSES                         6,884          7,048         15,461        13,276

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES (Notes 6 and 9)                               15,403         11,191         28,939        26,868

GOODWILL AMORTIZATION                                     1,473            259          2,939           499
                                                       --------       --------       --------      --------
INCOME FROM OPERATIONS                                    3,085          3,597          8,499         3,926

INTEREST EXPENSE, NET                                    (2,316)        (3,974)        (6,021)       (9,945)
                                                       --------       --------       --------      --------
INCOME (LOSS) FROM CONTINUING
  OPERATIONS BEFORE INCOME TAXES                            769           (377)         2,478        (6,019)

(PROVISION FOR) BENEFIT FROM
  INCOME TAXES                                             (236)           132           (768)        2,107
                                                       --------       --------       --------      --------
INCOME (LOSS) FROM CONTINUING
  OPERATIONS                                                533           (245)          1,710       (3,912)

INCOME (LOSS) FROM DISCONTINUED
  OPERATIONS, NET OF INCOME
  TAXES (Note 7)                                             --          1,663           1,172         (860)

GAIN ON SALE OF DISCONTINUED
  OPERATIONS, NET OF INCOME TAXES (Note 7)                  730             --          47,893           --

EXTRAORDINARY ITEMS, NET OF INCOME
  TAXES (Note 8)                                             --            567              --          567
                                                       --------       --------       --------      --------
NET INCOME (LOSS)                                      $  1,263       $  1,985        $ 50,775    ($  4,205)
                                                       ========       ========        ========     ========

BASIC PER SHARE INFORMATION:
  Income (loss) from continuing operations, net        $   0.01       $   0.00        $   0.03    ($   0.07)
  Income (loss) from discontinued operations, net            --           0.02            0.02    (    0.02)
  Gain on sale of discontinued operations, net             0.01             --            0.70           --
  Extraordinary items, net                                   --           0.01              --         0.01
                                                       --------       --------        --------     --------
  Net income (loss)                                    $   0.02       $   0.03        $   0.75    ($   0.08)
                                                       ========       ========        ========     ========

DILUTED PER SHARE INFORMATION:
  Income (loss) from continuing operations, net        $   0.01       $   0.00        $   0.02    ($   0.07)
  Income (loss) from discontinued operations, net          0.00           0.02            0.02    (    0.02)
  Gain on sale of discontinued operations, net             0.01             --            0.68           --
  Extraordinary items, net                                   --           0.01              --         0.01
                                                       --------       --------        --------     --------
  Net income (loss)                                    $   0.02       $   0.03        $   0.72    ($   0.08)
                                                       ========       ========        ========     ========

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                 (In thousands)
                                                                                   For the Six Months Ended
                                                                                           June 30,
                                                                                   2001                2000
                                                                                 --------            --------
<S>                                                                         <C>                 <C>

OPERATING ACTIVITIES:
       Net income (loss)                                                         $ 50,775           ($  4,205)
       (Income) loss from discontinued operations, net                             (1,172)                860
       Gain on sale of discontinued operations, net                               (47,893)                 --
                                                                                 --------            --------
           Income (loss) from continuing operations                                 1,710              (3,345)
       Adjustments to reconcile income (loss) from continuing
         operations to net cash provided by (used for) operating
         activities:
           Non-cash stock compensation charges (Note 6)                                --               4,724
           Non-cash deferred financing costs write-off (Note 8)                        --               1,437
           Amortization of acquired inventory step-up (Note 4)                        350                  --
           Depreciation and amortization of intangibles                             5,857               3,553
           Amortization of deferred financing costs                                   371                 718
           Other, net                                                                (468)               (287)
           Changes in operating assets and liabilities                            (10,663)             (4,449)
                                                                                 --------            --------
               Net cash provided by (used for) operating activities                (2,843)              2,351
                                                                                 --------            --------

INVESTING ACTIVITIES:
        Acquisitions of businesses, net of cash acquired                           (8,604)             (6,939)
        Net proceeds from sale of discontinued operations,
          excluding cash sold                                                     155,174                  --
        Capital expenditures, net                                                 (10,168)             (2,327)
        Product lines, patent rights and licenses acquired                           (500)               (770)
                                                                                 --------            --------
            Net cash provided by (used for) investing activities                  135,902             (10,036)
                                                                                 --------            --------

FINANCING ACTIVITIES:
        Borrowings under long-term obligations                                     45,011              30,937
        Repayments of long-term obligations                                       (97,165)           (100,695)
        Purchase of treasury stock                                                (12,373)               (124)
        Proceeds from exercise of stock options                                     5,752               4,354
        Proceeds from sale of common stock, net of expenses                            --             110,293
                                                                                 --------            --------
            Net cash (used for) provided by financing activities                  (58,775)             44,765
                                                                                 --------            --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                            (3,358)               (980)
                                                                                 --------            --------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                          70,926              36,100
CASH AND CASH EQUIVALENTS, beginning of period                                     13,294               4,432
                                                                                 --------            --------
CASH AND CASH EQUIVALENTS, end of period                                         $ 84,220            $ 40,532
                                                                                 ========            ========


              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

</TABLE>
<PAGE>

                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



The condensed  consolidated  financial  statements  and related  notes  included
herein have been prepared by Packard  BioScience Company (the "Company") without
audit, except for the December 31, 2000,  condensed  consolidated  balance sheet
which was derived from the Company's Annual Report on Form 10-K, as amended, for
the year ended December 31, 2000 (the "Company's  2000 Form 10-K"),  pursuant to
the rules and  regulations of the Securities  and Exchange  Commission.  Certain
information  and  footnote   disclosures  which  normally  accompany   financial
statements prepared in accordance with accounting  principles generally accepted
in  the  United  States  have  been  omitted  from  the  accompanying  condensed
consolidated  financial statements,  as permitted by the Securities and Exchange
Commission's  rules and regulations.  The Company believes that the accompanying
disclosures  and  notes  are  adequate  to make  the  financial  statements  not
misleading.  Such financial  statements reflect all adjustments which are normal
and  recurring  and,  in  the  opinion  of  management,  necessary  for  a  fair
presentation of the results of operations and financial  position of the Company
for the periods reported herein.  These financial  statements  should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Company's 2000 Form 10-K.


Note 1.  Basis of  Presentation and Significant Accounting Policies:

General --

The accompanying  financial statements have been prepared in accordance with the
accounting policies described in Note 1 to the consolidated financial statements
included in the Company's 2000 Form 10-K. The Company's practices of recognizing
assets, liabilities,  revenues, expenses and other transactions which impact the
accompanying financial information are consistent with such note.

On July 16, 2001, the Company  entered into an agreement and plan of merger with
PerkinElmer,  Inc.  (see  Note  10).  The  accompanying  condensed  consolidated
financial statements do not reflect any effects of this agreement.

On February 27, 2001,  the Company sold its Canberra  division (see Note 7). The
accompanying  condensed consolidated financial statements have been reclassified
to reflect  the net  assets and  operating  results  of the  Canberra  operating
segment  as a  discontinued  operation.  The gain on the  sale,  net of  related
expenses  and  income  taxes,   was  $47.9  million  and  is  reflected  in  the
accompanying  financial  statements.  The  amounts  below  relate  only  to  the
Company's continuing operations unless otherwise noted.

New Accounting Standards --

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standard ("SFAS") No. 133,  "Accounting for Derivative
Instruments  and Hedging  Activities"  ("SFAS No. 133"),  which  establishes the
accounting and reporting  standards for derivative  instruments  and for hedging
activities.  The Company  purchases  forward contracts to cover foreign exchange
fluctuation  risks on  intercompany  sales to certain of its foreign  operations
which are not designated as hedging  instruments under SFAS No. 133, as amended.
Effective  January 1, 2001, the Company  reflects such forward  contracts in its
consolidated  financial statements at their current market values based upon the
actual  exchange  rates in effect as compared to the forward  contracted  rates.
Resulting gains and losses are reflected in the Company's condensed consolidated
statements  of income  (loss).  The effect of adopting  this  statement  of $0.2
million as of January 1, 2001,  is  included  in cost of sales.  The  cumulative
effect of adopting  SFAS No. 133 has not been  classified  separately  since the
amount is not material.

In July 2001, the FASB issued SFAS No. 141, "Business  Combinations"  ("SFAS No.
141") which will  eliminate  the pooling of interest  method of  accounting  for
acquisitions.  SFAS No. 141 is effective for all  acquisitions  initiated  after
June 30, 2001.

In July 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets."  Upon the  adoption of SFAS No. 142,  goodwill is no longer  subject to
amortization over its estimated useful life. Instead, SFAS No. 142 requires that
goodwill  be  evaluated  at  least   annually  for   impairment  by  applying  a
fair-value-based test and, if impairment occurs, the amount of impaired goodwill
must be written off immediately.  SFAS No. 142 will become effective  January 1,
2002 for the  Company.  Upon the  adoption of SFAS No. 142,  the Company will no
longer record  amortization  of goodwill.  During the three and six months ended
June 30, 2001, the Company recorded $0.5 million and $2.9 million, respectively,
of  amortization  related to  goodwill.  The  Company is  required  to apply the
initial fair value test by June 30, 2002.  The Company  currently  believes that
the  initial  fair  value test of the  goodwill  reflected  in the  accompanying
condensed consolidated balance sheet will not result in any impairment charges.

In July 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations."  SFAS No. 143  requires the Company to  recognize  material  asset
retirement  obligations.  The Company has not yet  determined the impact of this
statement on the Company's results of operations or financial condition.


Note 2.  Inventories:

Inventories  consisted of the following at June 30, 2001,  and December 31, 2000
(in thousands):

                                           June 30, 2001       December 31, 2000
                                           -------------       -----------------

     Raw materials and parts                  $14,588               $11,330
     Work in process                              897                 1,022
     Finished goods                            14,741                12,427
                                              -------               -------
                                               30,226                24,779
     Excess and obsolete reserves              (2,626)               (2,650)
                                              -------               -------
                                              $27,600               $22,129
                                              =======               =======


Note 3.  Stockholders' Equity:

Below is a summary of the changes in selected components of stockholders' equity
for the six months ended June 30, 2001 (in thousands):

                                                Paid-In             Treasury
                                                Capital               Stock
                                               ---------            --------

     Balance, December 31, 2000                 $168,562           ($ 62,718)
     Compensation expense recognized in
        connection with stock option
        modifications                             10,091                  --
     Purchases of treasury stock                      --             (12,373)
     Exercises of stock options                   (4,037)             10,083
     Restricted stock grants, net of
        forfeitures and amortization                (152)                487
                                                --------            --------
     Balance, June 30, 2001                     $174,464           ($ 64,521)
                                                ========            ========


In December 2000, the Company's  board of directors  approved a modification  to
the Company's existing employee stock option plans extending the period Canberra
employees  have to exercise their  outstanding  stock options from 30 to 90 days
immediately following the closing of the sale. This modification generated a new
measurement  date and a  compensation  charge for all  outstanding  options  for
Canberra employees when the employees separated from the Company on February 27,
2001.  The charge is based on the  difference  between the closing  price of the
Company's  common  stock on the date that the board of  directors  approved  the
modification  and the  exercise  prices  of the  outstanding  Canberra  employee
options  as of  February  27,  2001,  and is  reduced  by  compensation  expense
previously recognized on such options.

In connection with this modification, Canberra optionholders elected to exercise
their options  resulting in the Company issuing 1,271,650 shares of common stock
out of treasury stock at an average price of $4.37 per share.  In lieu of a cash
payment of the exercise price and related taxes,  the  optionholders  elected to
sell back  630,660  shares of common  stock to the  Company  at a fair  value of
$10.75 per share,  which was recorded as an increase in treasury stock.  Lastly,
on the same date, an additional 520,018 shares of common stock were sold back to
the Company and accounted  for as an increase in treasury  stock at a fair value
of $10.75 per share.


Note 4.  Acquisitions:

In March 2000,  the Company  acquired a 51% equity  interest in Carl  Consumable
Products, LLC ("CCP") for an initial cash payment of $510,000, with an option to
acquire the  remaining  49% equity  interest for (a) a cash payment of $490,000,
plus (b) earn-out  payments equal to 25% of the operating  profit (as defined in
the purchase  agreement) of CCP in excess of $530,000 which is generated in each
calendar year occurring during the four-year  period  following  exercise of the
option (unless the option is exercised prior to March 6, 2001, in which case the
applicable  earn-out  percentage  will be increased from 25% to 35%). As of June
30,  2001,  the option had not been  exercised.  CCP  designs  and  manufactures
sophisticated  pipettes used in the liquid dispensing  process of drug discovery
and genomics research.

In April 2000,  the Company  acquired  certain net operating  assets,  primarily
intangibles, of Cambridge Imaging Limited ("CIL"), effective March 31, 2000. The
Company paid $1.25 million initially with additional  contingent payments, up to
$4.0  million,  that may be made through April 2005,  subject to the  operations
achieving  certain  post-acquisition  performance  levels through  calendar year
2004. As of June 30, 2001, no  contingent  earn-out  payments had been earned or
accrued.  The assets and technology acquired are used to develop and manufacture
biomedical imaging technology and devices.

Effective  October 1,  2000, the Company  acquired the net operating assets of a
division of GSI Lumonics, Inc.  ("GSLI") (now operating as a division of Packard
BioChip Technologies,  LLC, a wholly-owned subsidiary of the Company). The total
amount paid  consisted  of  approximately  $40 million  in cash and  4.5 million
shares of Company  common  stock  valued for  financial  reporting  purposes  at
$65.2 million.  GSLI is a leading provider of imaging  equipment for biochip and
microarray applications

Effective May 1, 2001,  the Company  purchased  100% of the  outstanding  common
stock of  Canberra-Packard  Canada Ltd. ("C-P Canada").  C-P Canada,  located in
Ontario,  Canada, has operated as a distributor of the Company's  products.  The
Company paid  approximately  $2.5 million,  including  related fees, and assumed
approximately  $0.9 million of indebtedness in connection with the  acquisition.
The  acquisition  resulted in a charge of $0.4 million in the second  quarter of
2001 to  expense  the  step-up  of  inventory  to  fair  value  recorded  at the
acquisition date.

All of the above  acquisitions have been accounted for using the purchase method
of accounting and,  accordingly,  the purchase prices have been allocated to the
assets  purchased and the  liabilities  assumed  based upon the  estimated  fair
values at the dates of  acquisition.  The excess of the purchase prices over the
fair values of the net assets  acquired  has been  reflected  as goodwill in the
accompanying  condensed  consolidated balance sheets. As contingent payments are
earned, the related goodwill will increase.  The goodwill  associated with these
acquisitions is being amortized on a straight-line  basis over 20 years from the
initial  acquisition  dates. The operating results of all acquisitions have been
reflected in the accompanying condensed consolidated statements of income (loss)
since their dates of acquisition.

The following  unaudited  consolidated  information  is presented on a pro forma
basis, as if the GSLI and C-P Canada  acquisitions had occurred as of January 1,
2000.  In the opinion of  management,  the pro forma  information  reflects  all
adjustments  necessary  for a  fair  presentation.  The  pro  forma  adjustments
include:   (1) amortization   of  goodwill  associated  with  the  acquisitions;
(2) adjustments to reflect additional interest expense relating to the financing
of the  GSLI  acquisition;  (3)  removal  of the  nonrecurring  charge  taken in
connection  with the C-P Canada  acquisition to expense the step-up of inventory
to fair value recorded at the acquisition date; and  (4) adjustments  to reflect
the related income tax effects of the above. The pro forma impact of the CCP and
CIL  acquisitions  is immaterial to the Company's  historical  actual results of
operations  and  therefore,  no pro  forma  adjustments  have been made for such
acquisitions.

<PAGE>
<TABLE>
<CAPTION>

                     (In thousands, except per share amount)

                                                           Three Months Ended           Six Months Ended
                                                                 June 30,                   June 30,
                                                           2001          2000          2001          2000
                                                         --------      --------      --------      --------
<S>                                                  <C>           <C>           <C>           <C>

     Revenues                                            $ 49,356      $ 44,224      $101,892      $ 88,465
     Income from operations                                 3,443         2,498         8,888         1,372
     Income (loss) from continuing operations before
        extraordinary items, net                              887       (1,406)         2,083       (6,465)
     Basic income (loss) per share from continuing
        operations before extraordinary items, net       $   0.01     ($  0.02)      $   0.03     ($  0.11)

</TABLE>


Note 5.  Earnings Per Share:

Basic  earnings  per share is computed  based upon the weighted  average  shares
outstanding during each of the periods presented.  Diluted earnings per share is
computed based upon the weighted average shares  outstanding  during each of the
periods presented, including the impact of outstanding options, determined under
the treasury stock method, to the extent their inclusion is dilutive.  Basic and
diluted  weighted  average  shares  outstanding  during the three and six months
ended June 30, 2001 and 2000, are as follows (in thousands):

<TABLE>
<CAPTION>

                                                            Three Months Ended       Six Months Ended
                                                                 June 30,                June 30,
                                                             2001        2000        2001        2000
                                                            ------      ------      ------      ------
<S>                                                     <C>         <C>         <C>         <C>

      Basic weighted average shares outstanding             68,378      58,049      68,088      53,055
      Dilutive effect of outstanding stock options           2,290          --       2,607          --
                                                            ------      ------      ------      ------
      Diluted weighted average shares outstanding           70,668      58,049      70,695      53,055
                                                            ======      ======      ======      ======
</TABLE>


For the three and six  months  ended June 30,  2000,  4,049,000  and  4,432,000,
respectively,  common stock  equivalents  were  excluded  from diluted  weighted
average shares outstanding as their effect was antidilutive.


Note 6.  Stock Compensation Charges:

In December 1999, the Company granted options to employees  which, in accordance
with  financial  reporting   guidelines,   required  the  Company  to  recognize
compensation expense over the vesting period of such options. On March 20, 2000,
the Company's Board of Directors approved the acceleration of the vesting of all
outstanding unvested stock options, making them 100% vested, effective March 17,
2000. This resulted in the recognition of a non-cash compensation charge of $4.1
million  during the three  months  ended  March 31,  2000,  associated  with the
options granted in December 1999.

In March 2000, certain members of the Company's  management  transferred by gift
shares of their own Company common stock to  substantially  all of the Company's
employees who did not own shares or options to purchase  shares of the Company's
common  stock  on  the  date  of  the  gifting.  This  resulted  in  a  non-cash
compensation  charge of $0.6  million  during the three  months  ended March 31,
2000.

Both of the  charges  discussed  above are  included  in  selling,  general  and
administrative expenses in the accompanying condensed consolidated statements of
income (loss).


Note 7.  Discontinued Operations:

On February 27, 2001, the Company sold its Canberra operating segment for $180.5
million, including the final net asset adjustment of approximately $10.5 million
received by the Company in June 2001.  The amount  received  exceeded the amount
estimated by approximately $500,000. Such amount, along with other miscellaneous
sale related  adjustments,  was included in the $730,000 net gain on the sale of
discontinued  operations  during the three months  ended June 30, 2001.  Amounts
previously  reported  for  Canberra  have been  reclassified  and  presented  as
discontinued  operations in the accompanying  condensed  consolidated  financial
statements. Summary information of the discontinued operations is as follows (in
thousands):

<TABLE>
<CAPTION>

                                                      Period from     Three Months      Six Months
                                                    January 1, 2001       Ended            Ended
                                                    to February 27,      June 30,         June 30,
                                                         2001              2000             2000
                                                       --------          --------         --------
<S>                                                <C>               <C>              <C>

    Revenues                                           $ 14,746          $ 21,899         $ 44,539

    Total costs and expenses                            (13,204)          (19,928)         (45,828)

    (Provision for) benefit from income taxes              (370)             (308)             429
                                                       --------          --------         --------
    Income (loss) from discontinued operations         $  1,172          $  1,663        ($    860)
                                                       ========          ========         ========
</TABLE>

For  purposes  of  presenting  operating  results  of the  Company's  continuing
operations,  all corporate interest expense and interest income has been charged
or credited to continuing operations. Corporate interest expense consists of all
interest  associated  with  the  subordinated  notes,  term  loan  facility  and
revolving credit facility. Corporate interest income represents income earned on
corporate  invested  funds.  None of this  interest  expense  or income has been
allocated to discontinued operations.  Discontinued operations includes interest
expense on local borrowings related to the applicable foreign subsidiaries.


Note 8.  Extraordinary Items:

In April 2000, the Company utilized $68.2 million of the proceeds  received from
its initial public offering to pay off the outstanding  balance on its term loan
facility  and the  U.S.  dollar  denominated  balance  on its  revolving  credit
facility.  In May 2000, the Company  repurchased  approximately $22.5 million of
its senior  subordinated notes in the open market. The repurchase  resulted in a
gain as the  senior  subordinated  notes were  repurchased  at a  discount.  The
Company also wrote-off the remaining  unamortized  balance of deferred financing
costs  associated  with the term loan as well as that portion  applicable to the
senior  subordinated  notes  that  were  repurchased.   The  gain  on  the  note
repurchases  ($2.3  million)  is  reflected  as an  extraordinary  item  in  the
accompanying  condensed  consolidated  statements of income  (loss),  net of the
extraordinary  expense  associated  with the deferred  financing costs write-off
($1.4 million) and income taxes ($0.3 million).


Note 9. Registration Statement:

In February 2001, the Company filed a registration statement on Form S-1 for the
sale by certain selling stockholders and the Company of 10,000,000 shares of the
Company's  common stock.  In April 2001, the Company  withdrew the  registration
statement  due to  unfavorable  market  conditions.  As a  result,  the  Company
wrote-off  costs  previously  deferred  related  to the  registration  statement
totaling  approximately  $0.7  million.  These  costs are  included  in selling,
general and administrative  expenses in the accompanying  condensed consolidated
statements of income (loss).


Note 10.  Merger Agreement:

On July 16, 2001,  the Company and  PerkinElmer,  Inc.  announced  that they had
entered into an  agreement  and plan of merger,  dated as of July 13, 2001.  The
transaction is valued at approximately $650 million, including net indebtedness,
and  is  structured  to be a  tax-free,  all-stock  merger.  If  the  merger  is
completed,  the Company will become a  wholly-owned  subsidiary of  PerkinElmer,
Inc.,  and  holders of the  Company's  common  stock will be entitled to receive
0.311 of a share of  PerkinElmer,  Inc. common stock for each of their shares of
the Company's  common stock. The merger,  which is subject to customary  closing
conditions and regulatory approvals,  as well as the approval of both companies'
shareholders,  is  expected  to close  during  the fourth  quarter  of 2001.  In
connection with the merger,  some of the Company's  stockholders that represent,
in the aggregate,  a majority of the Company's  outstanding  shares have entered
into a stockholder's  and voting  agreements with  PerkinElmer,  Inc.  generally
agreeing to vote their shares in favor of such merger.


<PAGE>


       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


The following  discussion and analysis  should be read in  conjunction  with our
condensed  consolidated  financial  statements and  accompanying  notes included
elsewhere in this Form 10-Q.

This  report  contains   forward-looking   statements   within  the  meaning  of
Section 27A  of the Securities  Act and  Section 21E of the Securities  Exchange
Act.  These  statements   relate  to  future  events  or  our  future  financial
performance.  We  have  attempted  to  identify  forward-looking  statements  by
terminology   including  "can,"  "continue,"  "could,"   "estimate,"   "expect,"
"intend," "may," "plan," "predict,"  "should" or "will" or the negative of these
terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks,  uncertainties and other factors, including the
following:

-    intense competition in the markets we target;

-    our  inability to  successfully  introduce new products and platforms or to
     expand the application range for our current products;

-    our inability to effectively protect our intellectual property;

-    the possibility that our products may infringe on the intellectual property
     rights of others;

-    a decline in the use of radioisotopic processes and instruments;

-    our failure to maintain,  enhance or establish technology  partnerships and
     academic arrangements;

-    our inability to pursue strategic acquisitions;

-    costs associated with strategic acquisitions we may effect;

-    a decrease in capital spending by our customers or in government funding;

-    exchange rate and other risks affecting our foreign operations;

-    competition in the technology labor market;

-    fluctuations in our operating results;

-    conflict with the interests of our controlling stockholder;

-    our declared intention not to pay cash dividends; and

-    the large number of shares eligible for future sale.


Overview
--------

Packard BioScience Company ("Packard" or the "Company") and its subsidiaries are
global  developers,  manufacturers  and  marketers  of  instruments  and related
consumables  and  services  for use in drug  discovery  and other life  sciences
research.

Packard's   revenues  are  derived  primarily  from  sales  of  instruments  and
consumables  with  additional  sales from  services.  Packard is  marketing  its
instruments  as parts of  integrated  platforms,  which it expects will generate
increasing  instrument  and  consumable  sales at higher gross  margins than its
services business.

The Company's profitability varies among the sources of revenues,  consisting of
sales of  instruments,  services  and  consumables.  The major  reasons for such
variances are:

-    technological  differences  between  Packard's  products  and  those of its
     competitors;

-    maturity of product life cycles;

-    competitive environment and supply of services and consumables; and

-    Packard's  market  position  and  differences  in the  markets  within  the
     geographic areas it operates.

Packard's  operating  results  also vary  among  geographic  territories.  Major
reasons for such variances are:

-    effects  of  foreign  exchange  rate  fluctuations  in  countries  where it
     conducts  business  in  currencies  other than the U.S.  dollar,  primarily
     England (British Pound), Euro-based countries and Japan (Japanese Yen);

-    Packard's  market  position and mix of products  sold affect the margins in
     each geographic area; and

-    to the extent that Packard's  operating  results reflect special charges or
     credits,  and such can be  designated  to specific  geographic  operations,
     operating results will vary.

On February 27, 2001, the Company sold its Canberra division to COGEMA, S.A. for
$180.5 million,  including the final net asset adjustment of approximately $10.5
million  received by the Company in June 2001.  The Company used  $71 million of
the  proceeds  to repay  the  outstanding  balance  on its  credit  facility  on
February 28,  2001. In addition,  the Company used approximately $9.3 million of
the proceeds to repurchase  options held by Canberra  employees.  As of June 30,
2001, the Company has paid sale-related  expenses of approximately  $6.8 million
and made  estimated  income tax  payments of  approximately  $9.2  million.  The
Company  intends to use the  remainder  of the net  proceeds  to pay other fees,
expenses  and taxes  associated  with the  sale,  totaling  approximately  $12.9
million  at June 30,  2001,  as well as to  increase  spending  associated  with
research  and  development,  new product  development,  enhancement  of existing
products and strategic partnerships and acquisitions,  and for general corporate
purposes.

The  condensed  consolidated  financial  statements  have been  reclassified  to
reflect the net assets and operating  results of the Canberra  operating segment
as a  discontinued  operation.  The  amounts  below  relate  only to  continuing
operations unless otherwise noted.

<TABLE>
<CAPTION>

Results of Operations (dollars in millions)
---------------------
                                                     Three Months Ended             Six Months Ended
                                                          June 30,                      June 30,
                                                                      % Inc.                          % Inc.
                                                   2001     2000      (Dec.)     2001       2000      (Dec.)
                                                  ------   ------     ------    ------     ------     ------
<S>                                            <C>      <C>       <C>        <C>        <C>       <C>

  Revenues                                        $ 49.0   $ 38.6      26.9%    $100.5     $ 78.4      28.2%
  Gross profit                                      26.9     22.1      21.7%      55.8       44.6      25.1%
  Operating expenses:
    Research and development                         6.9      7.0      (1.4%)     15.5       13.3      16.5%
    Selling, general and administrative
      (including goodwill amortization)             16.9     11.5      47.0%      31.8       27.4      16.1%
                                                  ------   ------               ------     ------
  Income from operations                             3.1      3.6     (13.9%)      8.5        3.9     217.9%
  Interest expense, net                             (2.3)    (4.0)    (42.5%)     (6.0)      (9.9)    (39.4%)
                                                  ------   ------               ------     ------
  Income (loss) from continuing
    operations before income taxes                   0.8     (0.4)      N/A        2.5       (6.0)      N/A
  (Provision for) benefit from income taxes         (0.2)     0.1       N/A       (0.8)       2.1       N/A
                                                  ------   ------               ------     ------
  Income (loss) from continuing operations           0.6     (0.3)      N/A        1.7       (3.9)      N/A

  Income (loss) from discontinued
    operations, net                                  0.0      1.7       N/A        1.2       (0.9)      N/A
  Gain on sale of discontinued operations, net       0.7      0.0       N/A       47.9        0.0       N/A
  Extraordinary items, net                           0.0      0.6       N/A        0.0        0.6       N/A
                                                  ------   ------               ------     ------
     Net income (loss)                            $  1.3   $  2.0       N/A     $ 50.8    ($  4.2)      N/A

</TABLE>

Revenues
--------

During the three months ended June 30, 2001,  revenues  increased $10.4 million,
or 26.9%,  to $49.0 million as compared to $38.6 million in the comparable  2000
period.  During the six months ended June 30,  2001,  revenues  increased  $22.1
million,  or 28.2%,  to $100.5  million  as  compared  to $78.4  million  in the
comparable 2000 period. The following items need to be considered when comparing
the changes between the periods presented;

-    Both of the 2001 periods  include  revenues  generated by the life sciences
     division of GSI  Lumonics,  Inc.  (now  operating  as a division of Packard
     BioChip  Technologies,  LLC) ("Packard BioChip") which the Company acquired
     effective  October 1, 2000.  During the three and six month  periods  ended
     June 30, 2001, Packard BioChip generated revenues totaling $2.2 million and
     $7.0 million, respectively.  During the three and six months ended June 30,
     2000,  this  business  generated  revenues  totaling  $4.6 million and $8.0
     million,   respectively.   The  2000  amounts  are  not  reflected  in  the
     accompanying  condensed  consolidated  statements  of income  (loss) as the
     periods are prior to the Company's acquisition of the business.

-    Effective May 1, 2001, the Company purchased 100% of the outstanding common
     stock of Canberra-Packard  Canada Ltd. ("C-P Canada").  C-P Canada, located
     in  Ontario,  Canada,  has  operated  as a  distributor  of  the  Company's
     products. As a result of the acquisition, the Company will benefit from the
     additional  sales  margin  that C-P  Canada  realizes  upon the sale of the
     Company's  products to end-user  customers  ("incremental  sales  margin").
     During  the two months  ended June 30,  2001,  since its  acquisition,  C-P
     Canada has  contributed  approximately  $0.6 million in  incremental  sales
     margin to the Company's  operating  results.  During the one and four month
     periods ended April 30, 2001, the incremental sales margin generated by C-P
     Canada  totaled $0.4  million and $1.4  million,  respectively.  During the
     three and six months  ended June 30,  2000,  the  incremental  sales margin
     generated  by C-P Canada was $1.0 million and $2.0  million,  respectively.
     Amounts prior to the acquisition date are not reflected in the accompanying
     condensed consolidated statements of income (loss).

-    Foreign currency exchange rates continued to have an unfavorable  effect on
     the Company during the 2001 periods presented.  Had exchange rates remained
     the same  during the three and six months  ended June 30,  2001,  as in the
     comparable  2000  periods,  revenues  would have been $1.8 million and $3.4
     million higher, respectively. The Japanese Yen, British Pound and Euro were
     13%, 7% and 9% weaker,  respectively,  than the U.S.  dollar during the six
     months  ended June 30,  2001,  as compared to the six months ended June 30,
     2000.

On a pro forma basis,  including the revenues  generated by Packard  BioChip and
incremental sales margin generated by C-P Canada during pre-acquisition periods,
and excluding the effect of foreign currency  fluctuations,  revenues during the
three and six months  ended June 30,  2001,  would have been $51.1  million  and
$105.3 million, respectively, or 15.6% and 19.1% higher, respectively,  than the
$44.2 million and $88.4  million  generated in the pro forma three and six month
periods  ended June 30,  2000,  respectively.  The current  year  increases  are
primarily  due to growth in our  instrumentation  sales within our major product
lines,  particularly  our  automated  liquid  handling  and  sample  preparation
instruments  where revenues  increased $8.7 million,  or 41.2%, to $29.8 million
during  the six months  ended  June 30,  2001,  from  $21.1  million  during the
comparable 2000 period, excluding the effect of foreign currency fluctuations.

Service  revenues  increased $0.5 million during the three months ended June 30,
2001, and decreased $0.2 million during the six months ended June 30, 2001, when
compared to the prior year periods.  The year-to-date  decrease is primarily the
result of the 2000 period benefiting from software upgrade services performed to
make our products Y2K compliant, which continued subsequent to January 1, 2000.

Gross Profit
------------

Gross profit increased $4.8 million, or 21.7%, to $26.9 million during the three
months ended June 30, 2001,  from $22.1 million in the  comparable  2000 period.
During the six months ended June 30, 2001, gross profit increased $11.2 million,
or 25.1%, to $55.8 million from $44.6 million during the comparable 2000 period.
The increase in gross  margins is partially  due to the  inclusion of C-P Canada
during a portion of the 2001 periods,  since its effective date of  acquisition,
May 1, 2001. In addition,  the acquisition of C-P Canada resulted in a charge to
cost of sales of $0.4  million  during the three  months  ended  June 30,  2001,
representing  the write-off of the step-up of acquired  inventory to fair market
value at the date of acquisition. The growth in gross profit dollars is a direct
result of the increased revenues discussed above.

Operating Expenses
------------------

Research and  Development.  Research and  development  spending  decreased  $0.1
million and  increased  $2.2 million  during the three and six months ended June
30, 2001,  respectively,  representing a 1.4% decrease and a 16.5% increase over
the  respective  prior year periods.  As a percentage  of revenue,  research and
development  spending is 15.4%  during the six months  ended June 30,  2001,  as
compared to 17.0% in the prior year  period.  The  overall  increase in spending
dollars  is  attributable  primarily  to the  Company's  acquisition  of Packard
BioChip in October 2000. During the six months ended June 30, 2001, research and
development  spending  by this  business  was $4.0  million.  Excluding  Packard
BioChip's spending,  research and development  spending decreased  approximately
$1.8 million during the six months ended June 30, 2001, as compared to the prior
year period.  This  decrease is  attributable  to several  specific  development
projects  which were in process  during  the 2000  period  that are no longer in
development or that have been placed in production.

Selling, General and Administrative (including Goodwill Amortization).  Selling,
general and  administrative  expenses  increased  $5.4  million and $4.4 million
during the three and six months ended June 30, 2001, respectively,  representing
47.0% and 16.1% increases over the corresponding  prior year periods.  The three
and six months ended June 30, 2001,  include a $0.7 million  charge to write-off
costs incurred in connection  with the  preparation  of a Form S-1  registration
statement which the Company withdrew in April 2001 and therefore,  wrote-off the
costs  incurred.  The six months ended June 30, 2000,  includes  non-cash  stock
compensation  charges totaling $4.7 million  associated with the Company's April
2000 initial public  offering of its common stock.  Excluding these charges from
both years, selling, general and administrative expenses increased $8.4 million,
or 37.0%,  in the first half of 2001  compared  to the first half of 2000.  This
increase  is  due  to the  inclusion  of the  Packard  BioChip  and  C-P  Canada
businesses in 2001, as well as a $2.4 million increase in goodwill  amortization
due primarily to the goodwill  resulting from the Packard  BioChip  acquisition.
The  stronger  U.S.  dollar  helped  to  partially  offset  the  above-mentioned
increases in selling, general and administrative costs.

Interest Expense, Net
---------------------

Interest expense, net, decreased from $4.0 million during the three months ended
June 30, 2000, to $2.3 million  during the comparable  2001 period.  For the six
months ended June 30, 2001,  interest  expense,  net, is $3.9 million lower than
the comparable prior year period. These decreases are a direct result of the net
proceeds  received  by the  Company in  connection  with the April 2000  initial
public  offering as well as the net  proceeds  received in  connection  with the
February 2001 sale of Canberra.  The Company used a portion of the proceeds from
these transactions to reduce indebtedness, thereby reducing interest expense. In
addition,  the average invested cash balance was higher during the first half of
2001 as  compared to the first half of 2000,  resulting  in  increased  interest
income earned on invested funds. Based upon the invested cash balance on hand at
June 30,  2001,  and known  significant  net cash  requirements  throughout  the
remainder of 2001, the Company expects that quarterly net interest  expense will
average  approximately  $2.0 million  through the  remainder  of 2001.  However,
events or market  conditions  could  arise  during  this period that could cause
actual  net  interest  expense  to differ  materially  from this  estimate.  The
majority  of  the  Company's   interest   expense  is  incurred  on  fixed  rate
subordinated  notes  whereas  the  interest  earned  on  short-term   investment
instruments  fluctuates with market conditions  which,  during the first half of
2001, experienced declining interest earning rates.

Effective Tax Rate
------------------

The Company's  effective tax rate was 31% during the first half of 2001 compared
to 35% in the comparable  2000 period.  The 2000 rate  represents a benefit on a
pre-tax loss. The reduction in the effective rate between the periods  presented
is due primarily to an increase in the estimated  research and  development  tax
credit the Company will  generate and utilize in 2001 as a result of the planned
increase in research and development spending.

Discontinued Operations
-----------------------

Income (loss) from discontinued operations, net of income taxes, consists of the
following (in thousands):

<TABLE>
<CAPTION>

                                            Period from        For the Thre       For the Six
                                          January 1, 2001      Months Ended       Months Ended
                                          to February 27,        June 30,           June 30,
                                               2001                2000               2000
                                             --------            --------           --------
<S>                                       <C>                 <C>               <C>

    Revenues                                 $ 14,746            $ 21,899           $ 44,539
    Total costs and expenses                  (13,204)            (19,928)           (45,828)
    (Provision for) benefit from
       income taxes                              (370)               (308)               429
                                             --------            --------           --------
    Income (loss) from discontinued
       operations, net of income taxes       $  1,172            $  1,663          ($    860)
                                             ========            ========           ========
</TABLE>

For purposes of  presenting  operating  results of  continuing  operations,  all
corporate  interest expense has been charged,  and all corporate interest income
has been credited,  to continuing  operations.  Discontinued  operations for six
months  ended  June 30,  2000,  included  non-cash  stock  compensation  charges
totaling $3.5 million and a  restructuring  charge at  Canberra's  manufacturing
operation in England totaling $2.4 million.

The gain  recognized  in  connection  with the sale of  Canberra  totaled  $47.9
million, net of related expenses, costs and income taxes.

Extraordinary Items, Net
------------------------

In April 2000, the Company utilized $68.2 million of the proceeds  received from
its initial public offering to pay off the outstanding  balance on its term loan
facility  and the  U.S.  dollar  denominated  balance  on its  revolving  credit
facility.  In May 2000, the Company  repurchased  approximately $22.5 million of
its senior  subordinated notes in the open market. The repurchase  resulted in a
gain as the  senior  subordinated  notes were  repurchased  at a  discount.  The
Company also wrote-off the remaining  unamortized  balance of deferred financing
fees  associated  with the term loan as well as that portion  applicable  to the
senior  subordinated  notes  that  were  repurchased.   The  gain  on  the  note
repurchases  ($2.3  million)  is  reflected  as an  extraordinary  item  in  the
accompanying  condensed  consolidated  statements of income  (loss),  net of the
extraordinary  expense  associated  with the deferred  financing  fees write-off
($1.4 million) and income taxes ($0.3 million).

Liquidity and Financial Resources
---------------------------------

The Company's  liquidity  requirements arise from operational  needs,  including
research  and  development   expenditures,   interest  payments  on  outstanding
indebtedness,  capital  expenditures  and  funding  of  acquisitions  and  other
collaborations.  Our 2001  cash  requirements  have been met  through  available
invested cash,  proceeds from the Canberra sale,  borrowings under our revolving
credit facility and overseas bank facilities,  and proceeds from the exercise of
stock  options.  Our 2000  cash  requirements  were met  primarily  through  net
proceeds  received in connection  with the Company's  April 2000 initial  public
offering,  borrowings on our credit  facilities  and proceeds  received from the
exercise of stock options.

Approximately  half of our revenues are generated from foreign sources,  most of
which are denominated in currencies other than the U.S. dollar. As a result, our
reported earnings and financial  position are affected by changes in the foreign
currency  exchange  rates.  A  strengthening  U.S.  dollar  against  the foreign
currencies  through  which we conduct our  business has had, and may continue to
have, a negative impact on our U.S. dollar  denominated  operating  results.  To
manage the exposure of foreign  currency  exchange  rates,  we engage in hedging
strategies. We purchase various foreign currency forward contracts, at specified
levels of  coverage,  generally  for the  purpose of hedging  firm  intercompany
inventory purchase commitments.

Net cash used by continuing  operating  activities was $2.8 million in the first
half of 2001 compared to $2.4 million of net cash generated in the first half of
2000. The increased use of cash for operating activities was due primarily to an
increase  in  customer  accounts  receivable  during  2001  associated  with the
significant  increase in revenues as compared to the 2000 period. This increased
use of cash was partially  offset by a reduction in cash interest  payments made
in the first half of 2001, as compared to the prior year period,  resulting from
the Company's  repurchase of  approximately  $32 million of senior  subordinated
notes  in May,  August  and  December  of  2000,  as  well  as a  lower  average
outstanding  balance on the Company's  revolving credit facility during the 2001
period as compared to 2000.

Net cash provided by investing  activities  was $135.9  million during the first
half of 2001 compared to a use of $10.0 million of cash in the  comparable  2000
period. The sale of Canberra generated net cash proceeds of approximately $155.2
million in the first half of 2001,  consisting  of the sale  proceeds  of $180.5
million,  less $6.8 million of related fees, $9.3 million to repurchase  options
held by Canberra  employees  and cash income  taxes of $9.2 million paid through
June 30, 2001. There will be additional fees of approximately  $2.4 million,  as
well as income taxes of approximately  $10.5 million,  net of the utilization of
certain tax credit  carryforwards  from prior  years,  paid from the proceeds in
future periods.  Other investing cash use during the first half of 2001 included
$8.6 million of acquisition  related  activity,  primarily payment of contingent
earn-outs  accrued  as of  December  31,  2000,  the  acquisition  of CP  Canada
effective  May 1,  2001,  and  capital  expenditures  and  technology  purchases
totaling $10.7 million.  During the first half of 2000, the Company's  investing
use of cash consisted of $6.9 million of acquisition related activity, including
payment of contingent  earn-outs,  and $3.1 million of capital  expenditures and
technology   purchases.   The  increase  in  the  first  half  of  2001  capital
expenditures,  as compared to the 2000 period, is due primarily to the Company's
purchase  of a new  facility  for Packard  BioChip and the  purchase of services
related  to  a  significant  information  systems  initiative  the  Company  has
currently under development.

Net cash used for financing  activities  during the first half of 2001 consisted
of a net reduction in outstanding  indebtedness of $52.2 million through the use
of a portion of the proceeds  received in connection  with the Canberra sale. In
addition,  the 2001 period  includes $6.6 million of net cash used to repurchase
options.  The first half of 2000 financing activities consisted primarily of the
receipt of net proceeds of $110.3  million from the initial public  offering,  a
portion  of which was used to  reduce  net  indebtedness  by $69.8  million.  In
addition,  the Company  received  $4.2  million in net cash upon the exercise of
stock options.

Backlog
-------

As of June 30, 2001 and 2000,  the Company's  instrument and  consumables  order
backlog was  approximately  $20.6 million and $22.9 million,  respectively.  The
Company  expects that  substantially  all of the June 30, 2001,  backlog will be
filled by December 31, 2001.  The Company  includes in backlog only those orders
for which it has received purchase orders and does not include in backlog orders
for  service.  The  Company's  backlog  as of any  particular  date  may  not be
representative of actual sales for any succeeding period.

New Accounting Standards
------------------------

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standard ("SFAS") No. 133,  "Accounting for Derivative
Instruments  and Hedging  Activities"  ("SFAS No. 133"),  which  establishes the
accounting and reporting  standards for derivative  instruments  and for hedging
activities.  The Company  purchases  forward contracts to cover foreign exchange
fluctuation  risks on  intercompany  sales to certain of its foreign  operations
which are not designated as hedging  instruments under SFAS No. 133, as amended.
Effective  January 1, 2001, the Company  reflects such forward  contracts in its
consolidated  financial statements at their current market values based upon the
actual  exchange  rates in effect as compared to the forward  contracted  rates.
Resulting gains and losses are reflected in the Company's condensed consolidated
statements  of income  (loss).  The effect of adopting  this  statement  of $0.2
million as of January 1, 2001,  is  included  in cost of sales.  The  cumulative
effect of adopting  SFAS No. 133 has not been  classified  separately  since the
amount is not material.

In July 2001, the FASB issued SFAS No. 141, "Business  Combinations"  ("SFAS No.
141") which will  eliminate  the pooling of interest  method of  accounting  for
acquisitions.  SFAS No. 141 is effective for all  acquisitions  initiated  after
June 30, 2001.

In July 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets."  Upon the  adoption of SFAS No. 142,  goodwill is no longer  subject to
amortization over its estimated useful life. Instead, SFAS No. 142 requires that
goodwill  be  evaluated  at  least   annually  for   impairment  by  applying  a
fair-value-based test and, if impairment occurs, the amount of impaired goodwill
must be written off immediately.  SFAS No. 142 will become effective  January 1,
2002 for the  Company.  Upon the  adoption of SFAS No. 142,  the Company will no
longer record  amortization  of goodwill.  During the three and six months ended
June 30, 2001, the Company recorded $0.5 million and $2.9 million, respectively,
of  amortization  related to  goodwill.  The  Company is  required  to apply the
initial fair value test by June 30, 2002.  The Company  currently  believes that
the  initial  fair  value test of the  goodwill  reflected  in the  accompanying
condensed consolidated balance sheet will not result in any impairment charges.

In July 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations."  SFAS No. 143  requires the Company to  recognize  material  asset
retirement  obligations.  The Company has not yet  determined the impact of this
statement on the Company's results of operations or financial condition.

Merger Agreement -- Subsequent Event
------------------------------------

On July 16, 2001,  the Company and  PerkinElmer,  Inc.  announced  that they had
entered into an  agreement  and plan of merger,  dated as of July 13, 2001.  The
transaction is valued at approximately $650 million, including net indebtedness,
and is structured as a tax-free,  all-stock  merger. If the merger is completed,
the Company will become a  wholly-owned  subsidiary of  PerkinElmer,  Inc.,  and
holders of the  Company's  common  stock will be entitled to receive  0.311 of a
share  of  PerkinElmer,  Inc.  common  stock  for each of  their  shares  of the
Company's  common  stock.  The  merger,  which is subject to  customary  closing
conditions and regulatory approvals,  as well as the approval of both companies'
shareholders,  is  expected  to close  during  the fourth  quarter  of 2001.  In
connection with the merger,  some of the Company's  stockholders that represent,
in the aggregate,  a majority of the Company's  outstanding  shares have entered
into a stockholder's  and voting  agreements with  PerkinElmer,  Inc.  generally
agreeing to vote in favor of such merger.


<PAGE>


       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


There  has been no  significant  change in this  area  since  the  filing of the
Company's 2000 Form 10-K.


<PAGE>


                           PART II. OTHER INFORMATION

                           PACKARD BIOSCIENCE COMPANY


Item 1.  Legal Proceedings

There  has been no  significant  change in this  area  since  the  filing of the
Company's 2000 Form 10-K.


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              None.

         (b)  Reports on Form 8-K:

              A report on Form 8-K dated July 13, 2001, was filed on
              July 16, 2001.


<PAGE>


                                   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,  in the  City  of  Meriden,  State  of
Connecticut, on August 9, 2001.

                                           PACKARD BIOSCIENCE COMPANY


                        By:                  /s/ Emery G. Olcott
                           -----------------------------------------------------
                                                 Emery G. Olcott
                                            Chairman of the Board and
                                             Chief Executive Officer


                        By:                  /s/ Ben D. Kaplan
                           -------------------------------------------------
                                                 Ben D. Kaplan
                                            Vice President and Chief
                                               Financial Officer


                        By:                  /s/ David M. Dean
                           -----------------------------------------------------
                                                 David M. Dean
                                               Vice President and
                                              Corporate Controller