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 March 31, 2000

                                       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 May 12, 2000:  61,835,085



<PAGE>



                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
                                      INDEX



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

           Condensed Consolidated Balance Sheets as of March 31, 2000
           and December 31, 1999                                              2

           Condensed Consolidated Statements of Income (Loss) for the
           Three Months Ended March 31, 2000 and 1999                         3

           Condensed Consolidated Statements of Cash Flows for the
           Three Months Ended March 31, 2000 and 1999                         4

           Notes to Condensed Consolidated Financial Statements               5

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                         10

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 MARCH 31, 2000 and DECEMBER 31, 1999
                                 (In thousands)


ASSETS                                                    March 31, 2000           December 31, 1999
------                                                    --------------           -----------------
<S>                                                      <C>                      <C>
CURRENT ASSETS:
   Cash and cash equivalents                                 $ 22,755                  $  7,576
   Accounts receivable, net                                    52,532                    63,350
   Inventories, net                                            33,129                    34,191
   Deferred income taxes                                        5,024                     4,795
   Other current assets                                         6,317                     6,271
                                                             --------                  --------
      Total current assets                                    119,757                   116,183
                                                             --------                  --------
PROPERTY, PLANT AND EQUIPMENT, at cost                         53,252                    51,329
   Less - accumulated depreciation                            (22,228)                  (21,215)
                                                             --------                  --------
                                                               31,024                    30,114
                                                             --------                  --------
OTHER ASSETS:
   Goodwill, net                                               41,677                    41,919
   Deferred financing costs, net                                6,414                     6,801
   Other                                                       11,080                    10,978
                                                             --------                  --------
                                                               59,171                    59,698
                                                             --------                  --------
TOTAL ASSETS                                                 $209,952                  $205,995
                                                             ========                  ========

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

CURRENT LIABILITIES:
   Notes payable                                             $  2,952                  $  3,197
   Current portion of long-term obligations                     1,951                     2,113
   Accounts payable and accrued liabilities                    33,700                    58,004
   Deferred income                                             15,470                    14,304
                                                             --------                  --------
      Total current liabilities                                54,073                    77,618
                                                             --------                  --------
LONG-TERM OBLIGATIONS, net of current portion                 247,090                   225,731
                                                             --------                  --------
DEFERRED INCOME TAXES                                           4,836                     4,807
                                                             --------                  --------
OTHER NONCURRENT LIABILITIES                                    3,437                     3,428
                                                             --------                  --------
COMMITMENTS AND CONTINGENCIES (Note 9)
MINORITY INTEREST IN EQUITY OF SUBSIDIARIES                     2,382                     2,301
                                                             --------                  --------
STOCKHOLDERS' DEFICIT (Note 3):
   Common stock                                                   137                       137
   Paid in capital                                              8,273                     1,827
   Accumulated deficit                                        (21,878)                  (12,895)
   Accumulated other comprehensive income
      (cumulative translation adjustment)                         995                       527
                                                             --------                  --------
                                                              (12,473)                  (10,404)
   Less: Treasury stock, at cost                              (88,857)                  (96,920)
         Deferred compensation                                   (536)                     (566)
                                                             --------                  --------
            Total stockholders' deficit                      (101,866)                 (107,890)
                                                             --------                  --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $209,952                  $205,995
                                                             ========                  ========
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>



                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                    (In thousands, except per share amounts)


                                                       Three Months Ended
                                                            March 31,
                                                     2000              1999
                                                   -------           -------
<S>                                             <C>               <C>
NET SALES                                          $62,485           $58,705

COST OF SALES                                       30,342            29,385
                                                   -------           -------
GROSS PROFIT                                        32,143            29,320

RESEARCH AND DEVELOPMENT EXPENSES                    8,435             7,275

SELLING, GENERAL AND ADMINISTRATIVE
   EXPENSES (Note 7)                                24,481            14,535

RESTRUCTURING CHARGE (Note 8)                        2,372                --
                                                   -------           -------
INCOME (LOSS) FROM OPERATIONS                       (3,145)            7,510

INTEREST EXPENSE, NET                               (5,956)           (5,266)

FOREIGN EXCHANGE TRANSACTION GAINS
   (LOSSES), NET                                       282              (257)
                                                   -------           -------
INCOME (LOSS) BEFORE INCOME TAXES AND
   MINORITY INTEREST                                (8,819)            1,987

PROVISION FOR (BENEFIT FROM) INCOME TAXES           (2,710)            1,063

MINORITY INTEREST IN (INCOME) LOSS OF
   SUBSIDIARIES                                        (81)              250
                                                   -------           -------
NET INCOME (LOSS)                                  ($6,190)          $ 1,174
                                                   =======           =======

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING, EXCLUDING COMMON SHARE
   EQUIVALENTS (Note 5)                             46,815            45,754

BASIC EARNINGS (LOSS) PER SHARE                    ($ 0.13)          $  0.03

DILUTED EARNINGS (LOSS) PER SHARE                  ($ 0.13)          $  0.02

</TABLE>

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



<PAGE>
<TABLE>
<CAPTION>



                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                 (In thousands)


                                                                   For the Three Months Ended
                                                                            March 31,
                                                                     2000              1999
                                                                   -------           -------
<S>                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                              ($ 6,190)          $ 1,174
   Adjustments to reconcile net income (loss) to net
   cash used for operating activities:
      Non-cash stock compensation charges (Note 7)                   8,273                --
      Depreciation and amortization of intangibles                   2,469             2,450
      Amortization of deferred financing costs                         386               386
      Minority interest in net income (loss) of subsidiares             81              (250)
      Other non-cash credits, net                                     (221)              (53)
      Changes in operating assets and liabilities                   (5,260)           (6,725)
                                                                   -------           -------
         Net cash used for operating activities                       (462)           (3,018)
                                                                   -------           -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisitions of businesses, net of cash acquired                 (6,656)          (17,310)
   Capital expenditures, net                                        (2,412)           (2,458)
   Product lines, patent rights and licenses acquired                 (500)              (54)
                                                                   -------           -------
      Net cash used for investing activities                        (9,568)          (19,822)
                                                                   -------           -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under long-term obligations                           25,500            33,250
   Repayments of long-term obligations                              (3,062)           (2,097)
   Purchase of treasury stock                                         (124)               --
   Proceeds from exercise of stock options                           3,302                13
   Proceeds from sale of common stock                                  264                --
                                                                   -------           -------
      Net cash from investing activities                            25,880            31,166
                                                                   -------           -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                               (671)             (959)
                                                                   -------           -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                           15,179             7,367
CASH AND CASH EQUIVALENTS, beginning of period                       7,576             7,929
                                                                   -------           -------
CASH AND CASH EQUIVALENTS, end of period                           $22,755           $15,296
                                                                   =======           =======
</TABLE>

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



<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, 1999,  condensed  consolidated  balance sheet
which was derived  from the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 1999 (the "Company's 1999 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 generally  accepted  accounting  principles 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 1999 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 1999 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.

New Accounting Standards -

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standard 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.  Such  contracts
qualify as foreign  currency  cash flow hedges  under SFAS No. 133 and, as such,
require  that gains and losses on such  contracts be presented as a component of
comprehensive  income.  The  effective  date of SFAS No. 133 (which was deferred
through the issuance of SFAS No. 137) is the Company's  calendar year commencing
January 1, 2001. This statement is not expected to have a material effect on the
Company's consolidated operating results or financial position upon adoption.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
No.  101").  SAB No.  101,  among  other  things,  provides  guidance on revenue
recognition  when customer  acceptance and  installation  provisions  exist. The
Company is required to adopt SAB No. 101, effective January 1, 2000, by June 30,
2000. The Company has not yet  quantified the cumulative  effect of adopting SAB
No.  101,  as of  January  1,  2000,  which  may or may not be  material  to the
Company's consolidated operating results or financial position.

Stock Split -

On March 20, 2000, the Company's Board of Directors  approved a 5-for-1 split of
the Company's common stock. All share and per share information  included in the
accompanying  condensed consolidated financial statements and notes thereto have
been restated to reflect the effect of the split.



<PAGE>



Reclassifications -

Certain reclassifications have been made to prior period information in order to
make it consistent with the current period presentation.


Note 2.  Inventories:

Inventories  consisted of the following at March 31, 2000, and December 31, 1999
(in thousands):

<TABLE>
<CAPTION>
                                               March 31, 2000          December 31, 1999
                                               --------------          -----------------
<S>                                             <C>                      <C>

     Raw materials and parts                       $19,050                  $19,028
     Work in process                                 3,357                    3,031
     Finished goods                                 15,865                   17,394
                                                   -------                  -------
                                                    38,272                   39,453
        Excess and obsolete reserves                (5,143)                  (5,262)
                                                   -------                  -------
                                                   $33,129                  $34,191
                                                   =======                  =======
</TABLE>


Note 3.  Stockholders' Deficit:

Below is a summary  of the  changes  in  selected  components  of  stockholders'
deficit for the three-month period ended March 31, 2000 (dollars in thousands):

<TABLE>
<CAPTION>
                                                  Paid-In           Accumulated         Treasury
                                                  Capital             Deficit             Stock
                                                  -------           -----------         --------
<S>                                            <C>                <C>                <C>
     Balance, December 31, 1999                   $1,827             ($12,895)          ($96,920)
     Net loss                                         --               (6,190)                --
     Sale of stock, net                           (1,827)              (2,793)             8,063
     Non-cash stock compensation
        charges                                    8,273                   --                 --
                                                  ------              -------            -------
     Balance, March 31, 2000                      $8,273             ($21,878)          ($88,857)
                                                  ======              =======            =======
</TABLE>

Sale of stock, net includes  proceeds from the exercise of stock options as well
as sales and purchases of treasury stock.


Note 4.  Acquisitions:

On  April  1,  1999,   the  Company   acquired  the  net  operating   assets  of
Tennelec/Nucleus,  Inc. and formed a new subsidiary, Tennelec, Inc. ("Tennelec")
to  effect  the  purchase.   Tennelec   manufactures  and  distributes   nuclear
instrumentation   and   high-purity   germanium   crystals.   The  Company  paid
approximately $10.7 million,  including acquisition costs, for the net operating
assets  received.  The acquisition  resulted in a $1.0 million charge during the
three months ended June 30, 1999, to writeoff the step-up in inventory  acquired
which was recorded at fair value at the date of acquisition.

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%). CCP is a new
company  formed to design and  manufacture  sophisticated  pipettes  used in the
liquid dispensing process of drug discovery and genomic research.



<PAGE>



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,  in the
aggregate, over the fair values of the net assets acquired has been reflected as
goodwill in the accompanying condensed consolidated balance sheets. Net goodwill
totals  approximately  $41.7 million as of March 31, 2000.  The goodwill  amount
includes contingent payments earned through March 31, 2000, and will increase to
the  extent  future  contingent  payments  are  earned.  The  goodwill  is being
amortized  on a  straight-line  basis  over  20 to 40  years  from  the  initial
acquisition dates.

The  operating   results  of  Tennelec  and  CCP  have  been  reflected  in  the
accompanying  condensed  consolidated  statements  of income  (loss) since their
respective   dates  of  acquisition.   The  following   unaudited   consolidated
information  is  presented  on a pro forma  basis,  as if the  acquisitions  had
occurred  as of the  beginning  of the  periods  presented.  In the  opinion  of
management,  the pro forma information reflects all adjustments  necessary for a
fair  presentation.  The pro forma adjustments  primarily consist of: addback of
nonrecurring  charges taken in connection with the acquisitions  associated with
acquired  inventory step-up writeoff,  amortization of goodwill  associated with
the acquisitions,  adjustments to certain historical  compensation and personnel
levels to be more indicative of post-acquisition levels,  adjustments to reflect
additional  interest expense relating to the financing of the acquisitions,  and
adjustments to reflect the related income tax effects, if any, of the above. The
1999 results do not remove those  products that the Company has removed from the
market.  There are no pro forma  adjustments  related to CCP as it is a start-up
operation.

                (Dollars in thousands, except per share amounts)

                                                          For the Three Months
                                                             Ended March 31,
                                                         2000             1999
                                                       -------          -------

          Net sales                                    $62,485          $62,009

          Income (loss) from operations               ($ 3,145)         $ 8,154

          Net income (loss)                           ($ 6,190)         $ 1,455

          Basic earnings (loss) per share             ($  0.13)         $  0.03



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 months ended March
31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                           March 31,
                                                                   2000                  1999
                                                                ----------            ----------
<S>                                                          <C>                   <C>
     Basic weighted average shares outstanding                  46,814,649            45,753,975

     Dilutive effect of outstanding stock options                       --             2,138,780
                                                                ----------            ----------
     Diluted weighted average shares outstanding                46,814,649            47,892,755
                                                                ==========            ==========
</TABLE>

For the 2000 period,  3,829,152  common stock  equivalents  were  excluded  from
diluted weighted average shares outstanding as their effect was anti-dilutive.



<PAGE>



Note 6.  Segment Information:

Refer to Management's Discussion and Analysis of Financial Condition and Results
of Operations  included in Item 2. of this Form 10-Q for a discussion of segment
operating  performance  for the three months ended March 31, 2000. The Company's
total assets, by industry  segment,  as of March 31, 2000 and December 31, 1999,
are as follows:

                                          March 31, 2000       December 31, 1999
                                          --------------       -----------------

          Packard                            $119,507               $118,532

          Canberra                             90,445                 87,463
                                             --------               --------
               Total                         $209,952               $205,995
                                             ========               ========


Note 7.  Stock Compensation Charges:

In December 1999, the Company  granted  certain  options to employees  which, in
accordance  with  financial  reporting  guidelines,   requires  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 $7.3  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 gifted 107,400 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 $1.0 million in 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 8.  Restructuring Charge:

The Company will terminate  certain  product lines  associated  with its Harwell
acquisition.  Harwell will  eliminate  certain  positions  and  facilities.  The
estimated costs associated with this restructuring,  approximately $2.4 million,
have been  accrued  for as of March 31,  2000.  Included  in this amount is $1.8
million of  severance  related  costs and $0.6  million of facility  closing and
relocation  related  costs.  Approximately  seven (7)  employees,  consisting of
manufacturing,  sales, service and administrative  positions will be terminated.
No severance payments had been made as of March 31, 2000.


Note 9.  Subsequent Events:

On April 19, 2000,  the Company  completed  the  registration  of the  Company's
common stock for public sale (the "Offering"). The Offering raised approximately
$110 million,  including  the  over-allotment  option,  after  consideration  of
expenses of $12  million  associated  with the  Offering.  The Company  plans to
utilize some of the proceeds to increase  spending  associated with research and
development,   new  product  development,   enhancement  of  existing  products,
strategic  collaborations and acquisitions,  and potentially  repurchase some of
its 9 3/8% senior  subordinated notes in the open market. In addition,  in April
2000,  the  Company  utilized  $68.2  million  of the  proceeds  to pay  off the
remaining term facility ($37.3 million) and the U.S. dollar denominated  balance
of the revolving credit facility ($30.9 million).



<PAGE>



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.  The assets  acquired will be used to develop and  manufacture  biomedical
imaging technology and devices.

In May 2000, the Company settled a Demand for  Arbitration  (the "Demand") filed
by  Instrumentation  Development,  Inc.  ("IDI") with the  American  Arbitration
Association  in  Hartford,  Connecticut,  on July 28, 1999.  The Demand  alleged
breach of  contract  and  requested  damages  in the range of $1  million  to $3
million.  The settlement calls for the Company to make a payment to IDI totaling
$1.325 million for an assignment of the  technology  that was the subject of the
contract and to settle the dispute.



<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 statements which, to the extent they are not recitations of
historical facts, constitute  "forward-looking"  statements.  Many factors could
cause actual results to differ  materially from these  estimates.  These factors
include, but are not limited to, the following:

-  intense competition in the markets we target;
-  our ability to successfully introduce new products and expand the range of
   applications for our current products;
-  our ability to effectively protect our intellectual property from
   infringement;
-  potential infringement of intellectual property rights of others;
-  customers may face risks in the industries they serve, such as pharmaceutical
   and biotechnology industries;
-  decline in the use of processes and instruments that represent a significant
   portion of our revenues;
-  our ability to maintain and enhance collaborative and academic arrangements
   and to establish additional relationships;
-  our dependence on capital spending policies of our customers and governmental
   funding;
-  availability of nuclear waste repositories;
-  changes in environmental regulations;
-  economic, political and other risks associated with international sales and
   operations;
-  limited source supply of key raw materials;
-  our ability to attract and retain key employees; and
-  our ability to meet financial expectations of securities analysts and
   investors.


OVERVIEW

Packard  BioScience  Company  (the  "Company")  is a leading  global  developer,
manufacturer  and marketer of instruments  and related  consumables and services
for use in the life sciences research and nuclear industries. Packard Instrument
is a leader in laboratory  automation and has developed scalable platforms built
on our worldwide  leadership in the manufacturing and marketing of bioanalytical
instruments for use in the life sciences research industry.  Canberra Industries
is the worldwide  leader in  analytical  instruments  used to detect,  identify,
quantify and monitor radioactive  materials for the nuclear industry and related
markets.

Packard's  revenues  are  derived  primarily  from  sales  of  instruments  with
additional sales from services.  While outsourcing and support services continue
to be an  important  part of  Packard's  revenue  stream,  the Company is moving
towards marketing Packard's instruments as parts of integrated platforms,  which
the Company expects will generate  increasing  instrument  sales at higher gross
margins than our services business.

Canberra  has  experienced  significant  growth  in its  base  service  business
resulting  from the  Company's  strategic  focus  on this  area.  Like  Packard,
Canberra is moving  towards  marketing  its  instruments  as parts of integrated
systems. In addition,  Canberra is focusing on increasing revenues from emerging
applications   such  as   environmental   restoration   and  waste   management,
environmental monitoring and nuclear weapons stewardship.



<PAGE>
<TABLE>
<CAPTION>


RESULTS OF OPERATIONS (dollars in millions)

                                                                  Three Months Ended
                                                                      March 31,
                                                                                        % Inc.
                                                        2000             1999           (Dec.)
                                                       ------           ------          ------
<S>                                                 <C>              <C>             <C>
     Total revenues:
        Packard                                        $ 39.9           $ 38.2            4.5%
        Canberra                                         22.6             20.5           10.2%
                                                       ------           ------           -----
                                                         62.5             58.7            6.5%
                                                       ------           ------           -----
     Gross profit:
        Packard                                          22.4             21.0            6.7%
        Canberra                                          9.7              8.3           16.9%
                                                       ------           ------           -----
                                                         32.1             29.3            9.6%
                                                       ------           ------           -----
     Operating expenses:
        Research and development                          8.4              7.3           15.1%
        Selling, general and administrative              24.4             14.5           68.3%
        Restructuring charge                              2.4               --             N/A
                                                       ------           ------           -----
     Income (loss) from operations                       (3.1)             7.5             N/A
     Interest expense, net                               (6.0)            (5.3)          13.2%
     Foreign exchange transaction
        gains (losses), net                               0.3             (0.3)            N/A
                                                       ------           ------           -----
     Income (loss) before income taxes
        and minority interest                            (8.8)             1.9             N/A
     Provision for (benefit from)
        income taxes                                     (2.7)             1.0             N/A
     Minority interest in (income) loss
        of subsidiaries                                  (0.1)             0.3             N/A
                                                       ------           ------           -----
     Net income (loss)                                 ($ 6.2)          $  1.2             N/A
                                                       ======           ======           =====
</TABLE>


INITIAL PUBLIC OFFERING

On April 19, 2000,  the Company  completed  the  registration  of the  Company's
common stock for public sale (the "Offering"). The Offering raised approximately
$110 million, including the underwriters' over-allotment, after consideration of
expenses of $12 million associated with the Offering. The following management's
discussion  and analysis of the Company's  results of  operations  and financial
condition  includes an  historical  discussion  covering the  reporting  periods
included  within  this  Form  10-Q,  as well as a  discussion  of the use of the
proceeds of the Offering and how this is expected to affect the Company's future
operating results and financial condition.


RESULTS OF OPERATIONS

Revenues
--------

Overall -

Consolidated  revenues  increased  6.5% during the three  months ended March 31,
2000, as compared to the prior year period, from $58.7 million to $62.5 million.
The 1999 amount includes  approximately $3.1 million of revenues associated with
certain  Packard  product  lines  that  were  either  sold  or  terminated  and,
therefore,  did not contribute to revenues in the 2000 period.  Excluding  these
revenues from the first quarter of 1999,  revenues  increased 12.4% in the first
quarter of 2000 as compared with the prior year period.



<PAGE>



Fluctuations  in foreign  currency  exchange  rates  between  reporting  periods
impacts the Company's  operating  results,  including  reported  revenues,  as a
significant amount of the Company's  operations are conducted in countries other
than the United States, in currencies other than the U.S. dollar.  Excluding the
impact of foreign currency  exchange rate  fluctuations,  consolidated  revenues
would have been  approximately $1.5 million higher in the first quarter of 2000.
The U.S. dollar  strengthened  against the currencies of most countries in which
the Company  operates,  including Euro  participating  countries,  with the main
exception being Japan where the U.S.  dollar  weakened  against the Japanese yen
during the 2000 period as compared to the 1999 period.

The growth in revenues,  quarter to quarter,  is  attributable  to volume growth
experienced by CCS Packard,  Inc. ("CCS  Packard"),  Canberra's  U.S.  Detectors
operation,  Packard  Japan KK ("PJKK") and several other  overseas  distribution
operations.  Service revenues increased in the first quarter of 2000 as compared
to the 1999 period,  from $12.3 million to $15.7 million, or 27.6%. This was due
primarily to growth in Canberra's  services  operations within the Department of
Energy complex and certain service revenues related to Y2K issues.

Packard -

Packard's revenues increased from $38.2 million to $39.9 million  representing a
4.5% increase.  Excluding the sold and terminated product lines discussed above,
the 2000 first quarter  revenues would represent a 13.7% increase over the prior
year period. Packard's service revenues increased from $7.2 million in the first
quarter of 1999 to $8.4 million in the first quarter of 2000, a 16.7%  increase.
As mentioned  above,  this increase  consists  principally of Y2K services which
will not continue at the same level over the  remainder of 2000.  The  increased
revenues is also attributable to increased sales of CCS Packard  products.  Such
sales were $6.3 million in the first quarter of 2000 compared to $4.0 million in
the  comparable  1999 period.  In addition,  PJKK's  revenues  increased by $1.9
million,  from $3.9  million to $5.8  million,  between  the  reporting  periods
presented, representing a 49.6% increase.

A portion of the Offering proceeds will be used to increase  Packard's  spending
associated with research and development,  new product development,  enhancement
of existing products and strategic collaborations and acquisitions.  The Company
has identified  several key strategic products lines and other areas in which it
has begun to increase  spending in order to  accelerate  development  and market
introduction. Assuming that Packard is successful in these areas, it is expected
that incremental revenues will be generated as a result;  however,  there can be
no  guarantee  that such  efforts  will be  successful  or  result in  increased
revenues.

Canberra -

Canberra's  revenues  increased  from $20.5 million to $22.6 million  during the
first  quarter of 2000 as compared to the 1999  period,  a 10.2%  increase.  The
majority  of  this  increase  was  attributable  to  Canberra's  U.S.  Detectors
operation  as well as  increased  service  revenue.  Canberra's  U.S.  Detectors
operation's  third-party revenues increased from $1.6 million in the 1999 period
to $3.2 million in the 2000  period,  doubling  over the  periods.  In addition,
Canberra's service business increased significantly,  generating $7.3 million in
revenues in the first  quarter of 2000 as compared to $5.2  million in the first
quarter of 1999,  representing  a 40.4%  increase.  A portion of this  increased
service revenues is attributable to Canberra's Mobile Characterization Services,
LLC ("MCS")  operation as well as the recently  started  Canberra Oak Ridge, LLC
operation. In addition, the Company's acquisition of Tennelec effective April 1,
1999, contributed approximately $0.8 million of revenues to the first quarter of
2000. These increases were partially offset by lower product sales by Canberra's
U.S.  instrumentation  business as well as at Aquila  Technologies  Group,  Inc.
("Aquila").

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

Overall -

Consolidated gross profit was $32.1 million for the three months ended March 31,
2000,  compared to $29.3  million in the 1999 period,  an increase of 9.6%.  The
1999 amount included  approximately $1.0 million of gross profit associated with
sales of sold or terminated product lines discussed above.  Excluding this gross
profit,  the amount for the 2000 period  increased by 13.4%.  As a percentage of
revenues, the first quarter 2000 gross profit was 51.4% versus 49.9% in the 1999
period.  The improvement is primarily  attributable  to increased  higher margin
sales by certain overseas distribution  operations as well as the discontinuance
of lower margin sales on the product lines that were sold or  terminated.  Gross
profit on service revenues increased from $2.9 million during the 1999 period to
$4.4  million  during the first  quarter  of 2000.  As a  percentage  of service
revenues, the margin increased from 23.7% to 27.9%.



<PAGE>



Packard -

Packard's  gross profit  increased  from $21.0 million during the 1999 period to
$22.4 million during the first quarter of 2000, a 6.7%  increase.  Excluding the
gross  profit  included in the 1999 margin  associated  with sold or  terminated
products  discussed  above,  the 2000  amount  increased  12.0% over 1999.  As a
percentage  of  revenues,  the 2000 gross  margin is 56.3% versus 55.0% in 1999.
This improvement is attributable to the items described above.

Canberra -

Canberra's  gross profit  increased  from $8.3 million during the 1999 period to
$9.7 million during the 2000 period, a 16.9% increase.  Canberra's service gross
profit more than  doubled  over the  periods,  from $1.0 million in 1999 to $2.1
million in 2000. As a percentage of revenues,  Canberra's gross margin was 42.7%
during the 1999 period  versus 40.5% in the 2000  period.  This  improvement  in
margin  percentage  is primarily a result of  increased  margin  percentages  on
service revenues, particularly those of Aquila and MCS.


OPERATING EXPENSES

Research and Development
------------------------

Overall -

Consolidated  research and  development  expenses were $8.4 million in the first
quarter of 2000 versus $7.3 million in the comparable 1999 period,  representing
a 15.1% increase in spending. The majority of research and development spending,
as well as the current year increase,  is by Packard in the areas of new product
development and enhancement.  In connection with the Offering, the Company plans
to utilize a portion of the Offering  proceeds to increase  funding of Packard's
research and  development  in order to  accelerate  the  development  and market
introduction of key strategic products and drug research platforms. In addition,
a portion of the  proceeds  are planned to be utilized  to  aggressively  pursue
strategic  collaborations  and  potential  acquisition  targets.  The  increased
spending  in the  first  quarter  of 2000  is a  reflection  of  this  strategic
initiative in the area of research and development.

Packard -

Packard's first quarter 2000 research and development  spending was $6.1 million
compared  to $5.3  million in the first  quarter of 1999,  representing  a 15.1%
increase.  The increase in spending is a direct  result of the  strategic  focus
described  above.  Packard  intends to continue to spend at an increased  level,
when compared to the prior year, in the area of research and development through
the remainder of 2000.

Canberra -

Canberra's  first  quarter 2000  research  and  development  expenses  were $2.2
million, up 10.0% from its 1999 first quarter amount of $2.0 million.

Selling, General and Administrative
-----------------------------------

Overall -

Consolidated selling,  general and administrative expenses totaled $24.4 million
in the first quarter of 2000 as compared to $14.5 million in the comparable 1999
period.  Included  in the 2000  amount  is a $7.3  million  compensation  charge
associated with certain stock options granted to employees in December 1999, and
a $1.0 million compensation charge associated with stock that certain members of
Company  management  gifted to  employees in March 2000.  Both of these  charges
represent non-cash,  non-recurring charges to the Company.  Excluding these 2000
charges,  selling,  general and  administrative  expenses  increased  11.0% on a
period to period basis;  however,  as a percentage  of revenues,  such costs are
relatively flat at approximately 26%.



<PAGE>



Packard -

Packard's first quarter selling, general and administrative expenses,  excluding
Packard's  portion  of  the  non-cash   compensation  charges  discussed  above,
increased from $9.4 million in 1999 to $10.8 million in 2000.  This represents a
15.3% increase; however, as a percentage of revenues, the spending is relatively
constant at  approximately  26%. The percentage  increase in 2000 as compared to
the 1999 period also reflects additional  marketing spending associated with the
Company's enhanced growth efforts discussed above.

Canberra -

Canberra's first quarter selling, general and administrative expenses, excluding
Canberra's  portion  of  the  non-cash  compensation  charges  discussed  above,
increased from $5.2 million in 1999 to $5.4 million in 2000, a 3.8% increase. As
a percentage  of  revenues,  the 2000  spending  level,  excluding  the non-cash
compensation charges, represents a decrease of 1% to approximately 24%.

Restructuring Charge
--------------------

The Company will terminate  certain  product lines  associated  with its Harwell
acquisition.   Harwell  will  eliminate  certain  positions  and  facilities  in
connection   with  this  plan.  The  estimated   costs   associated   with  this
restructuring is approximately $2.4 million including severance and other costs.

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

Interest  expense,  net was $6.0 million during the three months ended March 31,
2000,  as  compared to $5.3  million  during the  comparable  1999  period.  The
increase is due to higher  interest  rates charged on the Company's  outstanding
borrowings under its revolving credit and term loan facilities  during the first
quarter of 2000 as compared to the first quarter of 1999  (approximately  100 to
150 basis points higher), and increased borrowings under the Company's revolving
credit  facility  during the first  quarter of 2000 versus 1999.  The  increased
borrowings  are a result of the funding of earnout  payments  made in March 2000
associated  with certain  acquisitions,  as well as to fund the scheduled  March
2000  semi-annual   interest   payment  due  under  the  Company's   outstanding
subordinated indebtedness.

In  connection  with the  Offering,  the  Company is  utilizing a portion of the
Offering  proceeds to paydown  the  outstanding  term loan  balance as well as a
portion of the revolving  credit  facility.  In connection with the repayment of
the  term  facility  in  April  2000,  the  Company  will  recognize  a  pre-tax
extraordinary charge of $0.8 million to write-off unamortized deferred financing
fees associated with the term facility.

Foreign Currency Transaction Gains (Losses), Net
------------------------------------------------

Foreign currency transaction gains (losses),  net was a net gain of $0.3 million
in the first quarter of 2000 versus a net loss of $0.3 million in the prior year
quarter. Such gains or losses are partially a result of foreign currency forward
contracts  that the Company  periodically  purchases to hedge firm  intercompany
purchase  commitments.  In  addition,  to  the  extent  the  Company  has  loans
outstanding  at certain of its foreign  subsidiaries  which are  denominated  in
currencies other than such subsidiaries' functional currencies,  resulting gains
and losses  attributable to foreign  currency  fluctuations are reflected in the
Company's operating results while such loans are outstanding.



<PAGE>



Effective Tax Rates
-------------------

During the first quarter of 2000, the Company's effective tax rate was a benefit
of 30.4%  compared to a provision of 47.5% in the  comparable  1999 period.  The
effective tax rate of both periods reflect the effect of nondeductible  goodwill
amortization  and  taxable  income  generated  in  higher  tax  rate  countries,
particularly  Japan. In addition,  the 2000 period reflects  nondeductible stock
compensation associated with the March 2000 stock gift.

Minority Interest in (Income) Loss of Subsidiaries
--------------------------------------------------

Minority  interest in (income)  loss of  subsidiaries  represents  the  minority
shareholders'  interest in subsidiaries which the Company does not own 100%. The
first  quarter of 2000  includes  the  minority  interests of 45% and 49% in the
Company's   subsidiaries,   MCS  and  Carl  Consumable  Products,  LLC  ("CCP"),
respectively.  CCP is a start-up  company acquired by the Company in March 2000.
CCP was  formed to design and  manufacture  sophisticated  pipettes  used in the
liquid dispensing process of drug discovery and genomic research.

The 1999 amount represents the minority shareholders' portion of MCS' net losses
incurred during such period.

Net Income (Loss)
-----------------

A net loss of $6.2  million  was  incurred  during the first  quarter of 2000 as
compared to net income of $1.2 million in the comparable 1999 quarter.  The 2000
net loss is due to the  non-recurring  charges for compensation  associated with
stock options granted in December 1999 and stock gifted to certain  employees in
March 2000 (totaling $8.3 million  before income taxes),  and the  restructuring
charge  recorded at Harwell ($2.4 million before income taxes).  Excluding these
charges,  and their related tax effects, net income would have been $1.1 million
during the first quarter of 2000, or $0.02 per share on both a basic and diluted
earnings per share basis.


LIQUIDITY AND FINANCIAL RESOURCES

The  Company's  liquidity  requirements  arise  from  cash  used in  operations,
including research and development expenditures, principal and interest payments
on   outstanding   indebtedness   and   funding   of   acquisitions   and  other
collaborations. The Company's 2000 and 1999 first quarter cash requirements have
been met primarily through cash generated from operations and borrowings through
the Company's revolving credit facility and overseas bank facilities.

As mentioned above, the Company completed its Offering in April 2000,  resulting
in net proceeds to the Company of approximately $110 million, after the exercise
of the  underwriters'  over-allotment  option and expenses.  As indicated in the
Form S-1  Registration  Statement and  prospectus  filed with the Securities and
Exchange  Commission ("SEC") in connection with the Offering,  the Company plans
to use a portion of the  Offering  proceeds  to increase  spending in  Packard's
research and development initiatives as well as to pay down certain indebtedness
outstanding prior to the closing of the Offering. On April 27, 2000, the Company
paid off the remaining term facility balance ($37.3 million) and the U.S. dollar
denominated balance of the revolving credit facility ($30.9 million).

Approximately half of the Company's revenues are generated from foreign sources,
most of which are denominated in currencies other than the U.S. dollar. As such,
the Company's  reported earnings and financial  position are affected by changes
in foreign  currency  exchange  rates. A  strengthening  U.S. dollar against the
currencies  through which the Company  conducts its business may have a negative
impact on U.S. dollar denominated  operating results.  To manage the exposure of
foreign  currency  exchange rates, the Company employs hedging  strategies.  The
Company  purchases  various foreign  currency  forward  contracts,  at specified
levels of coverage, generally for the purpose of hedging firm inventory purchase
commitments.



<PAGE>



Net cash used by operating  activities was $0.5 million during the first quarter
of  2000 as  compared  to $3.0  million  in the  comparable  1999  period.  Cash
generated by current  operations  ($4.9  million),  combined  with first quarter
accounts receivable  collections ($10.8 million) and borrowings on the Company's
revolving credit facility, provided the necessary cash to fund current operating
costs and related  obligations.  Included in the uses of the Company's operating
cash in the first  quarter of 2000 was the final $3.0  million  payment  made to
PerkinElmer, Inc. in connection with the 1998 settlement of litigation. The 1999
first  quarter net cash used by  operating  activities  reflected a similar $3.0
million use of cash. The increase in operating cash flow between the two periods
is primarily due to stronger accounts receivable collection in 2000 as well as a
greater  reduction in inventories in such period,  as compared to the prior year
period.

Net cash used for  investing  purposes  during the three  months ended March 31,
2000,  consisted  primarily  of amounts  paid to acquire a 51%  interest  in CCP
($0.51  million) and the payment of contingent  earnouts,  earned for the period
ended December 31, 1999, associated with the Aquila and CCS Packard acquisitions
($6.2 million). In addition,  approximately $2.4 million was expended on capital
equipment  and  improvements.  During the three  months  ended  March 31,  1999,
investing activities consisted of the acquisition of Harwell ($10.0 million) and
the payment of earnouts associated with the Aquila and CCS Packard  acquisitions
($7.3 million). In addition, during that period, there were capital expenditures
of $2.5 million.

Financing  activities  during the first quarter of 2000  consisted  primarily of
additional  borrowings  under  the  Company's  revolving  credit  facility  used
primarily to fund the payment of the  contingent  earnout  payments  referred to
above,  as well as to fund the March 2000  semi-annual  interest  payment  ($7.0
million)  associated with the Company's  outstanding  Senior  Subordinated Notes
("Notes"). The borrowings were also utilized to fund operating requirements,  as
needed.  In addition,  proceeds from the exercise of stock options  totaled $3.3
million  during the first  quarter of 2000.  During  the  comparable  prior year
period,  financing  activities  consisted  primarily  of  borrowings  under  the
revolving credit facility to fund the acquisition of Harwell, as well as to fund
contingent  earnout  payments   associated  with  the  Aquila  and  CCS  Packard
acquisitions.  In addition,  borrowings during that period were utilized to make
the   semi-annual   interest   payment  on  the  Notes  and  to  fund  operating
requirements, as needed.

As indicated in the Company's  Form S-1  Registration  Statement  filed in March
2000, as amended,  and associated  prospectus,  the Company may use a portion of
the Offering  proceeds to make  open-market  purchases  from time to time of the
Company's  outstanding  subordinated  notes.  There is currently $150 million of
such  Notes  outstanding.  As of May 12,  2000,  the  Company  has not  made any
purchases of the Notes.


BACKLOG

As of March 31, 2000 and 1999, the Company's gross third-party order backlog was
approximately  $49.3  million  and  $46.7  million,  respectively.  The  Company
includes in backlog only those orders for which it has received  purchase orders
and does not include in backlog orders for service or its services business. 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 issued  Statement of
Financial  Accounting Standard 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.  Such  contracts
qualify as foreign  currency  cash flow hedges  under SFAS No. 133 and, as such,
require  that gains and losses on such  contracts be presented as a component of
comprehensive  income.  The  effective  date of SFAS No. 133 (which was deferred
through the issuance of SFAS No. 137) is the Company's  calendar year commencing
January 1, 2001. This statement is not expected to have a material effect on the
Company's consolidated operating results or financial position upon adoption.



<PAGE>



In December 1999,  the SEC issued Staff  Accounting  Bulletin No. 101,  "Revenue
Recognition in Financial  Statements"  ("SAB No. 101"). SAB No. 101, among other
things,  provides guidance on revenue  recognition when customer  acceptance and
installation  provisions  exist.  The  Company is required to adopt SAB No. 101,
effective  January 1, 2000, by June 30, 2000. The Company has not yet quantified
the cumulative  effect of adopting SAB No. 101, as of January 1, 2000, which may
or may not be  material  to the  Company's  consolidated  operating  results  or
financial position.


SUBSEQUENT EVENTS

In April 2000,  the Company  acquired  certain net operating  assets,  primarily
consisting of intangibles,  of Cambridge  Imaging  Limited,  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 division  ("CIL")  achieving  certain  post-acquisition  performance  levels
through   calendar  year  2004.  CIL  develops,   manufactures  and  distributes
biomedical imaging technology and devices.

In May 2000, the Company settled a Demand for  Arbitration  (the "Demand") filed
by  Instrumentation  Development,  Inc.  ("IDI") with the  American  Arbitration
Association  in  Hartford,  Connecticut,  on July 28, 1999.  The Demand  alleged
breach of  contract  and  requested  damages  in the range of $1  million  to $3
million.  The settlement calls for the Company to make a payment to IDI totaling
$1.325 million for an assignment of the  technology  that was the subject of the
contract and to settle the dispute.



<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 1999 Form 10-K.



<PAGE>



                           PART II. OTHER INFORMATION

                           PACKARD BIOSCIENCE COMPANY


Item 1.  Legal Proceedings

In May 2000, the Company settled a Demand for  Arbitration  (the "Demand") filed
by  Instrumentation  Development,  Inc.  ("IDI") with the  American  Arbitration
Association  in  Hartford,  Connecticut,  on July 28, 1999.  The Demand  alleged
breach of  contract  and  requested  damages  in the range of $1  million  to $3
million.  The settlement calls for the Company to make a payment to IDI totaling
$1.325 million for an assignment of the  technology  that was the subject of the
contract and to settle the dispute.


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              Exhibit No.      Description
              -----------      -----------

                  27           Financial data schedule pursuant to Article 5
                               of Regulation S-X

         (b)  Reports on Form 8-K:

              None.



<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 May 12, 2000.


                                              PACKARD BIOSCIENCE COMPANY


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



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



                           By:                    /s/ David M. Dean
                                     -------------------------------------------
                                                      David M. Dean
                                                  Corporate Controller



<PAGE>