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, 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 May 14, 2001:  68,229,753




<PAGE>




                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES

                                      INDEX



PART I.    FINANCIAL INFORMATION                                            Page
                                                                            ----

Item 1.    Financial Statements

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

           Condensed Consolidated Statements of Income (Loss) for the
           Three Months Ended March 31, 2001 and 2000                         3

           Condensed Consolidated Statements of Cash Flows for the
           Three Months Ended March 31, 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                                         10

Item 3.    Quantitative and Qualitative Disclosures About Market Risk        16


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                 17

Item 6.    Exhibits and Reports on Form 8-K                                  17




<PAGE>
<TABLE>
<CAPTION>



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

ASSETS                                                            March 31, 2001          December 31, 2000
------                                                            --------------          -----------------
<S>                                                              <C>                      <C>
CURRENT ASSETS:
   Cash and cash equivalents                                         $ 91,296                  $ 13,294
   Accounts receivable, net                                            34,941                    32,578
   Inventories, net                                                    23,190                    22,129
   Deferred income taxes                                                4,040                    15,089
   Net current assets of discontinued operations                           --                    31,868
   Due from COGEMA, S.A. (Note 7)                                      11,000                        --
   Other current assets                                                 5,966                     6,700
                                                                     --------                  --------
      Total current assets                                            170,433                   121,658
                                                                     --------                  --------
PROPERTY, PLANT AND EQUIPMENT, at cost                                 31,250                    27,560
   Less:  Accumulated depreciation                                    (13,914)                  (13,208)
                                                                     --------                  --------
                                                                       17,336                    14,352
                                                                     --------                  --------
OTHER ASSETS:
   Goodwill, net                                                      113,210                   115,010
   Deferred financing costs, net                                        3,712                     4,196
   Net noncurrent assets of discontinued operations                        --                    36,709
   Deferred income taxes                                                4,506                     3,828
   Other                                                               10,766                    10,339
                                                                     --------                  --------
                                                                      132,194                   170,082
                                                                     --------                  --------
TOTAL ASSETS                                                         $319,963                  $306,092
                                                                     ========                  ========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Notes payable                                                     $  1,681                  $  1,884
   Current portion of long-term obligations                             1,073                     1,183
   Accounts payable and accrued liabilities                            27,312                    36,125
   Income taxes payable                                                25,456                     1,622
   Deferred income                                                     11,862                     9,485
                                                                     --------                  --------
      Total current liabilities                                        67,384                    50,299
                                                                     --------                  --------
LONG-TERM OBLIGATIONS, net of current portion                         118,218                   169,344
                                                                     --------                  --------
OTHER NONCURRENT LIABILITIES                                            2,950                     3,176
                                                                     --------                  --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (Note 3):
   Common stock                                                           164                       164
   Paid in capital                                                    175,605                   168,562
   Retained earnings (accumulated deficit)                             27,041                   (22,469)
   Accumulated other comprehensive income
     (cumulative translation adjustment)                               (3,464)                       65
                                                                     --------                  --------
                                                                      199,346                   146,322
   Less: Treasury stock, at cost                                      (67,329)                  (62,718)
         Deferred compensation                                           (606)                     (331)
                                                                     --------                  --------
            Total stockholders' equity                                131,411                    83,273
                                                                     --------                  --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $319,963                  $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 MONTHS ENDED MARCH 31, 2001 AND 2000
                                 (In thousands)

                                                                       Three Months Ended
                                                                             March 31,
                                                                 2001                       2000
                                                                 ----                       ----
<S>                                                        <C>                        <C>
REVENUES                                                       $51,455                    $39,845

COST OF SALES                                                   22,462                     17,371
                                                               -------                    -------

GROSS PROFIT                                                    28,993                     22,474

RESEARCH AND DEVELOPMENT EXPENSES                                8,577                      6,228

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES (Note 6)                                             13,536                     15,917

GOODWILL AMORTIZATION                                            1,466                        240
                                                               -------                    -------

INCOME FROM OPERATIONS                                           5,414                        329

INTEREST EXPENSE, NET                                           (3,704)                    (5,979)
                                                               -------                    -------

INCOME (LOSS) FROM CONTINUING
  OPERATIONS BEFORE INCOME TAXES                                 1,710                     (5,650)

(PROVISION FOR) BENEFIT FROM
  INCOME TAXES                                                    (530)                     1,980
                                                               -------                    -------

INCOME (LOSS) FROM CONTINUING
  OPERATIONS                                                     1,180                     (3,670)

INCOME (LOSS) FROM DISCONTINUED
  OPERATIONS, NET OF INCOME
  TAXES (Note 7)                                                 1,172                     (2,520)

GAIN ON SALE OF DISCONTINUED
  OPERATIONS, NET OF INCOME TAXES (Note 7)                      47,161                         --
                                                               -------                    -------

NET INCOME (LOSS)                                              $49,513                   ($ 6,190)
                                                               =======                    =======
BASIC PER SHARE INFORMATION:
  Income (loss) from continuing operations, net                $  0.02                   ($  0.08)
  Income (loss) from discontinued operations, net                 0.02                   (   0.05)
  Gain on sale of discontinued operations, net                    0.69                         --
                                                               -------                    -------
  Net income (loss)                                            $  0.73                   ($  0.13)
                                                               =======                    =======

DILUTED PER SHARE INFORMATION:
  Income (loss) from continuing operations, net                $  0.02                   ($  0.08)
  Income (loss) from discontinued operations, net                 0.02                   (   0.05)
  Gain on sale of discontinued operations, net                    0.66                         --
                                                               -------                    -------
  Net income (loss)                                            $  0.70                   ($  0.13)
                                                               =======                    =======

         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 THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                 (In thousands)

                                                                   For the Three Months Ended
                                                                             March 31,
                                                                      2001             2000
                                                                      ----             ----
<S>                                                             <C>             <C>
OPERATING ACTIVITIES:
   Net income (loss)                                                $ 49,513        ($  6,190)
   (Income) loss from discontinued operations, net                    (1,172)           2,520
   Gain on sale of discontinued operations, net                      (47,161)              --
                                                                    --------         --------
      Income (loss) from continuing operations                         1,180           (3,670)

   Adjustments to reconcile income (loss) from continuing
    operations to net cash used for operating activities:
      Non-cash stock compensation charges (Note 6)                        --            4,724
      Depreciation and amortization of intangibles                     2,908            1,546
      Amortization of deferred financing costs                           128              386
      Other, net                                                        (456)            (413)
      Changes in operating assets and liabilities                     (7,704)          (5,069)
                                                                    --------         --------
         Net cash used for operating activities                       (3,944)          (2,496)
                                                                    --------         --------

INVESTING ACTIVITIES:
   Acquisitions of businesses, net of cash acquired                   (5,452)          (5,488)
   Net proceeds from sale of discontinued operations,
    excluding cash sold                                              154,178               --
   Capital expenditures, net                                          (3,859)            (723)
   Product lines, patent rights and licenses acquired                   (250)            (500)
                                                                    --------         --------
      Net cash provided by (used for) investing activities           144,617           (6,711)
                                                                    --------         --------

FINANCING ACTIVITIES:
   Borrowings under long-term obligations                             45,000           24,300
   Repayments of long-term obligations                               (96,322)          (3,062)
   Purchase of treasury stock                                        (12,373)            (124)
   Proceeds from exercise of stock options                             4,350            3,302
   Proceeds from sale of common stock, net of expenses                    --              264
                                                                    --------         --------
      Net cash (used for) provided by financing activities           (59,345)          24,680
                                                                    --------         --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                               (3,326)          (1,012)
                                                                    --------         --------

NET INCREASE IN CASH AND CASH EQUIVALENTS                             78,002           14,461
CASH AND CASH EQUIVALENTS, beginning of period                        13,294            4,432
                                                                    --------         --------

CASH AND CASH EQUIVALENTS, end of period                            $ 91,296         $ 18,893
                                                                    ========         ========


         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 February 27, 2001,  the Company sold its Canberra  division (see Note 7). The
accompanying condensed consolidated financial statements as of and for the three
months ended March 31, 2000,  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
$47.2 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 Standard -
-----------------------

In June 1998, the Financial Accounting Standards Board ("FASB") 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  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 for the three months
ended March 31, 2001.  The  cumulative  effect of adopting  SFAS No. 133 has not
been classified separately since the amount is not material.

<PAGE>


Note 2.  Inventories:
--------------------

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

                                          March 31, 2001       December 31, 2000
                                          --------------       -----------------

     Raw materials and parts                  $12,160               $11,330
     Work in process                              845                 1,022
     Finished goods                            12,724                12,427
                                              -------               -------
                                               25,729                24,779
        Excess and obsolete reserves           (2,539)               (2,650)
                                              -------               -------
                                              $23,190               $22,129
                                              =======               =======


Note 3.  Stockholders' Equity:
-----------------------------

Below is a summary of the changes in selected components of stockholders' equity
for the three-month period ended March 31, 2000 (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                    (2,925)                7,275
     Restricted stock grants, net of
      forfeitures and amortization                   (123)                  487
                                                 --------              --------
        Balance, March 31, 2001                  $175,605              ($67,329)
                                                 ========              ========

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,  the 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.


<PAGE>


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 March
31,  2001,  the option had not been  exercised.  CCP  designs  and  manufactures
sophisticated  pipettes used in the liquid dispensing  process of drug discovery
and genomic 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 March 31, 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.  The acquisition  resulted in a charge in October 2000
totaling  $12.1 million to write-off the value  assigned to acquired  in-process
research and development which had not yet reached technological feasibility.

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 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  acquisition  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  acquisition;  (2) adjustments to
reflect   additional   interest   expense  relating  to  the  financing  of  the
acquisition;  and (3)  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.

                     (In thousands, except per share amount)
                                                              Three Months Ended
                                                                March 31, 2000
                                                              ------------------

     Revenues                                                       $43,223
     Loss from operations                                            (1,261)
     Loss from continuing operations                                 (5,159)
     Basic and diluted loss per share
       from continuing operations                                  ($  0.09)



<PAGE>


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, 2001 and 2000 are as follows (in thousands):

                                                           Three Months Ended
                                                                March 31,
                                                          2001            2000
                                                          ----            ----

     Basic weighted average shares outstanding           67,803          46,815
     Dilutive effect of outstanding stock options         3,112              --
                                                         ------          ------
     Diluted weighted average shares outstanding         70,915          46,815
                                                         ======          ======


For the three months ended March 31, 2000,  3,829,000  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  certain  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  gifted 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 $170
million.  Under the terms of the sale,  there will be an  adjustment to the $170
million  sales price based upon the net asset value at February  27,  2001.  The
Company has  quantified  the net asset  adjustment and has recorded the sale and
related gain based upon its estimate of the ultimate sales price,  including the
receivable  related to the net asset  adjustment.  The Company  does not believe
that  the  ultimate  amount  received  for  the  net  asset  adjustment  will be
materially  different from the amount estimated.  The Company expects to receive
the cash related to the net asset  adjustment in the second quarter of 2001. Any
difference  between  the  amount  estimated  and  the  amount  received  will be
reflected as a change in the gain on disposition in the second quarter of 2001.


<PAGE>


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>
                                                          Two Months Ended          Three Months Ended
                                                          February 28, 2001           March 31, 2000
                                                          -----------------         ------------------
<S>                                                       <C>                       <C>
     Net sales                                                 $14,746                    $22,640

     Total costs and expenses                                  (13,204)                   (25,893)

     (Provision for) benefit from income taxes                    (370)                       733
                                                               -------                    -------
     Income (loss) from discontinued operations                $ 1,172                    ($2,520)
                                                               =======                    =======
</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.  Registration Statement - Subsequent Event:
--------------------------------------------------

In  February  2001,  the  Company  filed a  registration  statement  on Form S-1
relating to an offering of 10 million  shares of the  Company's  common stock by
selling stockholders and the Company. In light of current market conditions,  on
April 27,  2001,  the  Company  filed an  application  with the  Securities  and
Exchange Commission to withdraw the Form S-1 registration statement.



<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
leading  global  developers,  manufacturers  and  marketers of  instruments  and
related  consumables  and  services  for use in drug  discovery  and other  life
sciences  research.  Packard  is a  leader  in  laboratory  automation  and  has
developed  scalable   platforms  built  on  its  worldwide   leadership  in  the
manufacturing  and marketing of  bioanalytical  instruments  for use in the life
sciences research industry.

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
service 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
$170 million. In addition, in the second quarter of 2001, the Company expects to
receive  additional sale proceeds in excess of $10 million through the net asset
adjustment  provisions associated with the sale. The Company used $71 million of
the proceeds to repay the outstanding balance on its credit facility on February
28,  2001.  In addition,  in March 2001,  the Company  used  approximately  $9.3
million of the proceeds to  repurchase  options held by Canberra  employees  and
paid  sale-related  expenses of $6.5 million through March 31, 2001. The Company
intends to use the remainder of the net proceeds to pay other fees, expenses and
taxes associated with the sale,  totaling  approximately $45 million, 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 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
                                                                              March 31,
                                                                                                 % Inc.
                                                               2001              2000             (Dec.)
                                                               ----              ----            -------
<S>                                                       <C>               <C>               <C>
     Total revenues                                           $ 51.5            $ 39.8            29.4%
     Gross profit                                               29.0              22.5            28.9%
     Operating expenses:
        Research and development                                 8.6               6.2            38.7%
        Selling, general and administrative                     15.0              16.0              N/A
                                                              ------            ------
     Income from operations                                      5.4               0.3
     Interest expense, net                                      (3.7)             (6.0)          (38.3%)
                                                              ------            ------
     Income (loss) from continuing operations
        before income taxes                                      1.7              (5.7)             N/A
     Provision for (benefit from) income taxes                   0.5              (2.0)             N/A
                                                              ------            ------
     Income (loss) from continuing operations                    1.2              (3.7)             N/A
     Income (loss) from discontinued operations, net             1.2              (2.5)             N/A
     Gain on sale of discontinued operations, net               47.1                --              N/A
                                                              ------            ------
        Net income (loss)                                     $ 49.5            $ (6.2)
                                                              ======            ======

</TABLE>
<PAGE>


Revenues
--------

Revenues  increased  $11.7  million,  or 29.4%,  to $51.5  million  in the first
quarter  of 2001 from $39.8  million in the  comparable  2000  period.  The 2001
period includes  revenues of  approximately  $4.7 million from the life sciences
division of GSI Lumonics, Inc. (now known as Packard BioChip Technologies,  LLC)
("Packard BioChip") which the Company acquired effective October 1, 2000. During
the first  quarter of 2000,  this  business  generated  revenues  totaling  $3.4
million, which are not reflected in the accompanying financial statements.  On a
pro forma  basis,  including  Packard  BioChip's  2000 first  quarter  revenues,
revenues increased $8.3 million, or 19.2%, between the periods reported. Foreign
currency  exchange rates continued to have an unfavorable  effect on the Company
during the first quarter of 2001.  Had exchange  rates  remained the same during
the first quarter of 2001, as in the 2000 period,  revenues would have been $1.6
million  higher.  The Japanese Yen,  British Pound and Euro were 10%, 10% and 7%
weaker,  respectively,  than the U.S. dollar during the first quarter of 2001 as
compared to the first quarter of 2000.  Excluding the effect of foreign currency
fluctuations,  and  including  the pro forma  prior  year  revenues  of  Packard
BioChip, revenues increased $9.9 million, or 22.9%, in the first quarter of 2001
as compared to the 2000 period.  The current year  increase is 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 $4.6 million,  or 48.5%, to $14.7 million in 2001 from $9.9 million in
2000,  excluding the effect of foreign  currency  fluctuations.  Offsetting this
growth was an  expected  decline in  revenues  produced  from our  bioanalytical
scintillation  instruments,  referred to as our legacy products,  where revenues
declined $1.4 million,  or 11.3%,  excluding the effect of foreign exchange rate
fluctuations.

Service revenues  decreased $0.8 million,  or 9.5%, to $7.6 million in the first
quarter of 2001 from $8.4 million in the comparable  2000 period.  This decrease
is primarily the result of the 2000 period  benefiting from services,  primarily
software upgrade services  performed to make some of our products Y2K compliant,
which  continued  subsequent  to the passage of January 1, 2000.  The 2000 first
quarter was the last period to significantly benefit from such services.

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

Gross profit  increased  $6.5 million,  or 28.9%,  to $29.0 million in the first
quarter of 2001 from $22.5 million in the first quarter of 2000. Gross profit as
a percentage of revenues remained relatively the same between the two periods at
approximately  56%. 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  increased  $2.4
million,  or 38.7%,  from $6.2  million  in the  first  quarter  of 2000 to $8.6
million in the 2001 first  quarter.  As a percentage  of revenues,  research and
development  expenses represented 16.7% in the first quarter of 2001 compared to
15.6% in the 2000  period.  The  increase in spending  is due  primarily  to the
Company's  October 2000  acquisition  of the Packard  BioChip.  During the first
quarter of 2001,  research and  development  spending by this  business was $2.3
million.  The prior year amount does not include any amount associated with this
business as it had not been acquired.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  decreased  $1.0  million,  or 6.3%,  from  $16.0  million in the first
quarter of 2000 to $15.0 million in the first quarter of 2001.  This decrease is
due solely to the 2000 period  including  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,  selling,  general and
administrative  expenses increased $3.7 million,  or 32.7%, in the first quarter
of 2001  compared  to the first  quarter of 2000.  This  increase  is due to the
inclusion  of the Packard  BioChip  business in 2001,  as well as a $1.2 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.


<PAGE>


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

Interest expense, net, decreased from $6.0 million during the first three months
of 2000 to $3.7 million  during the comparable  2001 period.  This decrease is 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  quarter  of 2001 as  compared  to the first  quarter of 2000,
resulting in increased  interest income earned on invested funds. Based upon the
invested cash balance on hand at March 31, 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
quarter of 2001, experienced declining interest earning rates.

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

The  Company's  effective  tax rate was 31%  during  the first  quarter  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):

                                                    For the Three Months Ended
                                                             March 31,
                                                     2001               2000
                                                     ----               ----

     Revenues                                      $14,746            $22,640
     Total costs and expenses                      (13,204)           (25,893)
     (Provision for) benefit from
       income taxes                                   (370)               733
                                                   -------            -------
     Income (loss) from discontinued
       operations, net of income taxes             $ 1,172           ($ 2,520)
                                                   =======            =======


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 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  $47.2
million, net of related expenses, costs and income taxes.

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
partnerships.  Our  first  quarter  2001  cash  requirements  were  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 first quarter 2000 cash  requirements  were met
primarily through 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 $3.9 million in the first
quarter  of 2001  compared  to $2.5  million in the first  quarter of 2000.  The
increased use of cash for operating  activities was due primarily to an increase
in the first  quarter 2001  customer  accounts  receivable  associated  with the
significant  increase in revenues as compared to the first quarter of 2000. This
increased  use of cash was  partially  offset by a  reduction  in cash  interest
payments  made in the first  quarter  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 $144.6  million during the first
quarter of 2001 compared to a use of $6.7 million of cash in the comparable 2000
period. The sale of Canberra generated net cash proceeds of approximately $154.2
million in the first quarter of 2001,  consisting of the initial sales  proceeds
of $170  million,  less $6.5  million  of fees  paid  through  March  31,  2001,
associated with the  transaction and net of cash sold.  There will be additional
fees of  approximately  $3.0 million,  as well as income taxes of  approximately
$36.0  million,  paid from the  proceeds  in future  periods.  In  addition,  in
accordance with the purchase and sale agreement  associated with the sale, there
will be a net asset  settlement  which will effect the final purchase price paid
by COGEMA, S.A., the company which acquired Canberra.  The Company has estimated
this  settlement  to be in excess of $10  million  which it  expects  to receive
before June 30, 2001.  Other investing cash use during the first quarter of 2001
included $5.5 million of  acquisition  related  activity,  primarily  payment of
contingent  earn-outs accrued as of December 31, 2000, and capital  expenditures
and  technology  purchases  totaling $4.1  million.  During the first quarter of
2000,  the  Company's  investing  use of  cash  consisted  of  $5.5  million  of
acquisition  related activity,  including payment of contingent  earn-outs,  and
$1.2 million of capital expenditures and technology  purchases.  The increase in
the first quarter 2001 capital expenditures,  as compared to the 2000 period, is
due primarily to the Company's  purchase of a new facility which Packard BioChip
will occupy at some point during the second quarter of 2001.

Net cash  used  for  financing  activities  during  the  first  quarter  of 2001
consisted  of a net  reduction in  outstanding  indebtedness  of $51.3  million,
consisting  primarily of the  February  28,  2001,  repayment of the $71 million
outstanding  revolving  credit  balance  discussed  above,  offset by additional
borrowings  incurred to service cash needs such as scheduled  interest  payments
and contingent  earn-out payments made during the first three months of 2001. In
addition,  the 2001 period  includes $9.3 million of net cash used to repurchase
options held by Canberra  employees.  The first quarter of 2000 cash provided by
financing  activities was primarily used to fund scheduled interest payments and
contingent earn-out payments made during the first three months of 2000, as well
as to fund operational  requirements,  as needed.  Both periods reflect proceeds
received from employees upon the exercise of stock options.

Backlog
-------

As of both March 31, 2001 and 2000,  the Company's  instrument  and  consumables
order  backlog  was  approximately  $22.4  million.  The  Company  expects  that
substantially all of the March 31, 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.


<PAGE>


New Accounting Standard
-----------------------

In June 1998, the Financial Accounting Standards Board ("FASB") 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  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 for the three months
ended March 31, 2001.  The  cumulative  effect of adopting  SFAS No. 133 has not
been classfied separately since the amount is not material.

Registration Statement - Subsequent Event
-----------------------------------------

In  February  2001,  the  Company  filed a  registration  statement  on Form S-1
relating to an offering of 10 million  shares of the  Company's  common stock by
selling stockholders and the Company. In light of current market conditions,  on
April 27,  2001,  the  Company  filed an  application  with the  Securities  and
Exchange Commission to withdraw the Form S-1 registration statement.



<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 February 27, 2001, was filed on
              March 13, 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 May 14, 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
                                                  Corporate Controller