SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

         For the quarterly period ended June 30, 1999

                                       OR

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

         For the transition period from              to

                        Commission File Number 333-24001


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


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

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

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


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


Shares of Common Stock Outstanding at August 13, 1999:
         9,152,632




<PAGE>



                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
                                      INDEX



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

           Condensed Consolidated Balance Sheets as of
           June 30, 1999 and December 31, 1998                               2

           Condensed Consolidated Statements of Income and
           Comprehensive Income for the Three and Six Months
           Ended June 30, 1999 and 1998                                      3

           Condensed Consolidated Statements of Cash Flows
           for the Six Months Ended June 30, 1999 and 1998                   4

           Notes to Condensed Consolidated Financial Statements              5

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                               8

Item 3.    Quantitative and Qualitative Disclosures About
           Market Risk                                                      14


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                15

Item 6.    Exhibits and Reports on Form 8-K                                 15




<PAGE>





                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    AS OF JUNE 30, 1999 and DECEMBER 31, 1998
                             (Dollars in thousands)
<TABLE>
<CAPTION>

              ASSETS                                         June 30, 1999           December 31, 1998
              ------                                         -------------           -----------------
<S>                                                          <C>                     <C>

CURRENT ASSETS:
      Cash and cash equivalents                                 $ 11,813                  $  7,929
      Accounts receivable, net                                    49,031                    48,218
      Inventories, net                                            40,113                    30,633
      Deferred income taxes                                        4,697                     4,423
      Other current assets                                         6,340                     6,268
                                                                --------                  --------
                 Total current assets                            111,994                    97,471
                                                                --------                  --------
PROPERTY, PLANT AND EQUIPMENT, at cost                            47,670                    43,469
      Less - accumulated depreciation                            (19,688)                  (17,902)
                                                                --------                  --------
                                                                  27,982                    25,567
                                                                --------                  --------
OTHER ASSETS:
      Goodwill, net                                               33,859                    24,030
      Deferred financing costs, net                                7,573                     8,346
      Other                                                       13,508                    13,720
                                                                --------                  --------
                                                                  54,940                    46,096
                                                                --------                  --------
TOTAL ASSETS                                                    $194,916                  $169,134
                                                                ========                  ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
      Notes payable                                             $  3,464                  $  3,221
      Current portion of long-term obligations                     2,001                     3,496
      Accounts payable and accrued liabilities                    41,986                    53,635
      Deferred income                                             12,987                    12,372
                                                                --------                  --------
                 Total current liabilities                        60,438                    72,724
                                                                --------                  --------
LONG-TERM OBLIGATIONS, net of current portion:
      Notes and other long-term obligations                        5,578                     9,564
      Term loan and credit facility                               79,146                    37,365
      Senior subordinated notes                                  150,000                   150,000
                                                                --------                  --------
                 Total long-term obligations, net                234,724                   196,929
                                                                --------                  --------
DEFERRED INCOME TAXES                                              5,090                     5,489
                                                                --------                  --------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN EQUITY OF SUBSIDIARY                          2,427                     2,555
                                                                --------                  --------
STOCKHOLDERS' DEFICIT:
       Cumulative translation adjustment                            (665)                    1,448
                                                                --------                  --------
           Accumulated other comprehensive income                   (665)                    1,448
       Common stock                                                  137                       137
       Accumulated deficit                                        (6,632)                  (10,012)
                                                                --------                  --------
                                                                  (7,160)                   (8,427)
       Less: Treasury stock, at cost                             (99,880)                  (99,341)
             Deferred compensation                                  (723)                     (795)
                                                                --------                  --------
                     Total stockholders' deficit                (107,763)                 (108,563)
                                                                --------                  --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $194,916                  $169,134
                                                                ========                  ========
</TABLE>

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


<PAGE>



                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                           Three Months Ended June 30,      Six Months Ended June 30,
                                                           ---------------------------      -------------------------
                                                              1999            1998             1999            1998
                                                              ----            ----             ----            ----
<S>                                                      <C>             <C>              <C>             <C>

NET SALES                                                   $ 62,479        $ 53,995         $121,180        $102,551
                                                            --------        --------         --------        --------

COST OF SALES                                                 32,058          25,778           61,698          48,620

AMORTIZATION OF ACQUIRED
   INVENTORY STEP-UP (Note 3)                                  1,000           1,000            1,000           1,000
                                                            --------        --------         --------        --------

GROSS PROFIT                                                  29,421          27,217           58,482          52,931

RESEARCH AND DEVELOPMENT EXPENSES                              7,534           5,659           14,809          12,554

SELLING, GENERAL AND
   ADMINISTRATIVE EXPENSES                                    14,658          13,412           29,191          24,802

ACQUIRED IN-PROCESS RESEARCH AND
   DEVELOPMENT CHARGE (Note 3)                                    --              --               --           2,680
                                                            --------        --------         --------        --------

OPERATING PROFIT                                               7,229           8,146           14,482          12,895

INTEREST EXPENSE, NET                                         (4,233)         (4,928)          (9,500)         (9,855)

REALIZED INVESTMENT GAINS                                         --             960               --           3,133
                                                            --------        --------         --------        --------

INCOME BEFORE INCOME TAXES AND
   MINORITY INTEREST                                           2,996           4,178            4,982           6,173

PROVISION FOR INCOME TAXES                                       764           1,150            1,827           1,923

MINORITY INTEREST                                                121              --             (128)             --
                                                            --------        --------         --------        --------

NET INCOME                                                  $  2,111        $  3,028         $  3,283        $  4,250
                                                            ========        ========         ========        ========

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING, EXCLUDING COMMON
   SHARE EQUIVALENTS (SEE NOTE 4)                          9,150,223       9,137,887        9,150,382       9,082,439
                                                           =========       =========        =========       =========
BASIC EARNINGS PER SHARE                                   $    0.23       $    0.33        $    0.36       $    0.47
                                                           =========       =========        =========       =========
DILUTED EARNINGS PER SHARE                                 $    0.22       $    0.32        $    0.34       $    0.45
                                                           =========       =========        =========       =========
Net income                                                 $   2,111       $   3,028        $   3,283       $   4,250
Other comprehensive loss:
   Unrealized investment loss, net                                --            (470)              --          (1,018)
   Foreign currency translation adjustments                   (1,372)             42           (2,113)           (435)
                                                           ---------       ---------        ---------       ---------
Other comprehensive loss                                      (1,372)        (   428)          (2,113)         (1,453)
                                                           ---------       ---------        ---------       ---------
COMPREHENSIVE INCOME                                       $     739       $   2,600        $   1,170       $   2,797
                                                           =========       =========        =========       =========
</TABLE>

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


<PAGE>



                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                           For the Six Months Ended
                                                                                   June 30,
                                                                     -----------------------------------
                                                                          1999                1998
                                                                          ----                ----
<S>                                                                 <C>                 <C>

CASH FLOWS (USED FOR) FROM OPERATING ACTIVITIES:
       Net income                                                      $  3,283            $  4,250
       Adjustments to reconcile net income to net cash
         from (used for) operating activities:
           Depreciation and amortization of intangibles                   4,672               4,079
           Amortization of deferred financing costs                         773                 773
           Acquired in-process research and development charges              --               2,680
           Amortization of acquired inventory step-up                     1,000               1,000
           Realized investment gains                                         --              (3,133)
           Minority interest in net loss of subsidiary                     (128)                 --
           Other non-cash charges, net                                     (269)               (194)
           Changes in operating assets and liabilities                  (10,622)             (3,544)
                                                                       --------            --------
               Net cash (used for) from operating activities             (1,291)              5,911
                                                                       --------            --------

CASH FLOWS (USED FOR) FROM INVESTING ACTIVITIES:
        Acquisitions of businesses, net of cash acquired                (28,198)             (4,505)
        Investments in equity securities and ventures                        --                (487)
        Proceeds from sale of investments                                    --               4,137
        Capital expenditures, net                                        (4,912)             (2,390)
        Product lines, patent rights and licenses acquired                 (267)             (3,041)
                                                                       --------            --------
            Net cash used for investing activities                      (33,377)             (6,286)
                                                                       --------            --------

CASH FLOWS (USED FOR) FROM FINANCING ACTIVITIES:
         Borrowings under long-term obligations                          44,687              16,500
         Repayments of long-term obligations                             (3,366)            (15,747)
         Purchase of treasury stock                                        (120)                (11)
         Proceeds from exercise of stock options                             13
                                                                                                 35
         Sale of stock                                                       42                 461
                                                                       --------            --------
             Net cash from investing activities                          41,256               1,238
                                                                       --------            --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  (2,704)               (364)
                                                                       --------            --------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 3,884                 499
CASH AND CASH EQUIVALENTS, beginning of period                            7,929              10,575
                                                                       --------            --------
CASH AND CASH EQUIVALENTS, end of period                               $ 11,813            $ 11,074
                                                                       ========            ========
</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, 1998,  condensed  consolidated  balance sheet
which was derived  from the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 1998 (the "Company's 1998 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 1998 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 1998 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 Standard -

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.


Note 2.  Inventories:

Inventories  consisted of the following at June 30, 1999,  and December 31, 1998
(in thousands):

<TABLE>
<CAPTION>

                                         June 30, 1999       December 31, 1998
                                         -------------       -----------------
<S>                                      <C>                 <C>
     Raw materials and parts                $18,060               $15,963
     Work in process                          5,154                 4,189
     Finished goods                          21,705                14,210
                                            -------               -------
                                             44,919                34,362
     Excess and obsolete reserves            (4,806)               (3,729)
                                            -------               -------
                                            $40,113               $30,633
                                            =======               =======
</TABLE>


Note 3.  Acquisitions:

On March 31, 1998, the Company  acquired all of the outstanding  common stock of
Carl  Creative  Systems,  Inc.  (now  known as CCS  Packard,  Inc.)  ("CCS"),  a
developer,  manufacturer  and  distributor of high  throughput  liquid  handling
systems used in the life science,  in-vitro  diagnostics and pharmaceutical drug
discovery  markets.  The Company  issued  108,883  common  shares of the Company
(valued  at $13.96 per share)  and paid $6.3  million in cash,  including  costs
incurred in  connection  with the  acquisition.  The  acquisition  resulted in a
charge of $2.68  million  during  the three  months  ended  March 31,  1998,  to
writeoff the value  assigned to acquired  in-process  research  and  development
which had not reached technological  feasibility and had no probable alternative
future uses. In addition,  the acquisition resulted in a one-time charge of $1.0
million  during  the three  months  ended  June 30,  1998,  associated  with the
writeoff of the step-up in acquired  inventory  which was recorded at fair value
at the date of acquisition.  Additional  contingent payments, up to a maximum of
$18.7 million, may be made through the year 2002,  contingent upon CCS achieving
certain  post-acquisition  operating  performance  levels through calendar 2001.
During the period since  acquisition  through  December 31, 1998,  an additional
$4.5 million of such  contingent  payments have been earned and reflected in the
accompanying condensed consolidated financial statements.

On July 7, 1998, the Company  acquired 100% of the  outstanding  common stock of
BioSignal, Inc. ("BioSignal"),  a biotechnology company located in Canada. Prior
to the July  acquisition,  the Company  owned a 19% interest in  BioSignal.  The
Company  acquired the remaining 81% ownership  interest for  approximately  $8.6
million  in cash and  7,163  shares  of the  Company's  common  stock  valued at
$100,000. In connection with the acquisition, the Company recognized a charge of
$3.44 million in July 1998 to writeoff the value assigned to acquired in-process
research  and  development.   In  addition,  the  acquisition  resulted  in  the
recognition of a $0.5 million writeoff,  during the three months ended September
30, 1998,  associated with the step-up in inventory  acquired which was recorded
at fair value at the date of acquisition.

On  January  7,  1999,  the  Company  acquired  Harwell   Instruments  from  AEA
Technologies plc, located in the United Kingdom. A new subsidiary called Harwell
Instruments,  Ltd.  ("Harwell") was formed to execute the  acquisition.  Harwell
manufactures  and  distributes  nuclear  instrumentation  used in  waste  assay,
safeguards,  and  decommissioning  and  decontamination.  The  Company  paid 6.0
million  British  pounds  sterling   (approximately  $10.0  million,   including
acquisition  costs,  based  upon  foreign  exchange  rates in  effect at time of
acquisition) to acquire Harwell.

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.

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,  in the
aggregate, over the fair values of the net assets acquired has been reflected as
goodwill  in the  accompanying  condensed  consolidated  balance  sheets.  Gross
goodwill  totals  approximately  $35.4  million as of June 30,  1999,  including
goodwill  resulting from the Company's 1997 acquisitions of Aquila  Technologies
Group,  Inc. and the minority  ownership in the Company's  Japanese  subsidiary,
Packard  Japan KK. The  goodwill  amount  includes  contingent  payments  earned
through  December 31, 1998,  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 CCS,  BioSignal,  Harwell  and  Tennelec  have  been
reflected in the accompanying condensed consolidated  statements of income since
their 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  in-process  research  and
development  costs and 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.

<TABLE>
<CAPTION>

                                                     (Dollars in thousands, except per share amounts)
                                                For the Three Months                  For the Six Months
                                                   Ended June 30,                       Ended June 30,
                                             --------------------------           --------------------------
                                               1999              1998               1999              1998
                                               ----              ----               ----              ----
<S>                                       <C>               <C>                <C>               <C>

 Net sales                                   $62,479           $60,423            $124,484          $119,031

 Operating profit                            $ 8,353           $ 9,420            $ 16,507          $ 18,696

 Net income                                  $ 2,792           $ 4,126*           $  4,247          $  8,754*

 Basic earnings per share                    $  0.31           $  0.45            $   0.46          $   0.96

</TABLE>

*Includes  realized  investment gain of $960 and $3,133 during the three and six
month periods ended June 30, 1998, respectively.


Note 4.  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 not  anti-dilutive.
Basic and diluted weighted average shares  outstanding  during the three and six
months ended June 30, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                                 Three Months Ended               Six Months Ended
                                                                      June 30,                        June 30,
                                                             --------------------------     ---------------------------
                                                                1999            1998            1999            1998
                                                                ----            ----            ----            ----
<S>                                                       <C>             <C>             <C>             <C>

Basic weighted average shares outstanding                    9,150,223       9,137,887       9,150,382       9,082,439

Dilutive effect of outstanding stock options                   424,582         314,574         426,100         314,881
                                                             ---------       ---------       ---------       ---------

Diluted weighted average shares outstanding                  9,574,805       9,452,461       9,576,482       9,397,320
                                                             =========       =========       =========       =========
</TABLE>


Note 5.  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 and six months  ended June 30,  1999.  The
Company's total identifiable  assets, by industry segment,  as of June 30, 1999,
and December 31, 1998, are as follows:

<TABLE>
<CAPTION>
                                      June 30, 1999          December 31, 1998
                                      -------------          -----------------

<S>                                   <C>                    <C>
     Packard                             $100,271                $100,214

     Canberra                              94,645                  68,920
                                         --------                --------

          Total                          $194,916                $169,134
                                         ========                ========
</TABLE>




<PAGE>


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


This report contains  statements which constitute  "forward-looking"  statements
and  are  prospective.   In  addition,   the  Company  may   occasionally   make
forward-looking  statements and estimates  such as forecasts and  projections of
the  Company's  future  performance  and  statements of  managements'  plans and
objectives.  These  forward-looking  statements may be contained in, among other
things,  filings with the Securities and Exchange  Commission and press releases
made by the  Company,  and oral and written  statements  made by officers of the
Company. Many factors could cause actual results to differ materially from these
statements.  These factors  include,  but are not limited to, (1) loss of market
share  through  competition;  (2)  dependence  on  customers'  capital  spending
policies and government  funding;  (3) limited supply of key raw materials;  (4)
reliance on, and ability to protect, key patents and intellectual  property; (5)
complexity and  technological  feasibility of research and  development  and new
product  introductions;  (6) decline in utilization of products and  technology;
(7) stability of economies  overseas and  fluctuating  foreign  currencies;  (8)
changes in environmental laws and regulations;  (9) loss of key employees;  (10)
the factors  incorporated under the subheading "Year 2000" below; and (11) other
factors which might be described from time to time in the Company's filings with
the Securities and Exchange Commission.  As a result, there can be no assurances
that the forward-looking statements will be achieved.

General
-------

The Company is a leading  developer,  manufacturer  and  marketer of  analytical
instruments and related  products and services for use in the drug discovery and
molecular  biology  segments  of the  life  sciences  industry  and  in  nuclear
research, safeguarding and environmental remediation. Through Packard Instrument
Company,  Inc.  and  several  other  wholly  owned  subsidiaries  (collectively,
"Packard"),  the  Company  supplies  bioanalytical   instruments,   and  related
biochemical supplies and services, to the drug discovery, genomics and molecular
biology  markets,  and through certain  divisions and wholly owned  subsidiaries
comprising Canberra Industries ("Canberra"), the Company manufactures analytical
instruments used to detect,  identify and quantify radioactive materials for the
nuclear industry and related markets.

Results of Operations (dollars in millions)

<TABLE>
<CAPTION>

                                                      Three Months Ended                   Six Months Ended
                                                            June 30,                            June 30,
                                                 ------------------------------       ---------------------------
<S>                                           <C>        <C>          <C>          <C>        <C>       <C>
                                                                         % Inc.                            % Inc.
                                                  1999       1998        (Dec.)        1999       1998     (Dec.)
                                                  ----       ----        ------        ----       ----     ------
Total revenues:
  Packard                                        $37.3      $35.6          4.8%       $75.5      $65.3      15.6%
  Canberra                                        25.2       18.4         37.0%        45.7       37.3      22.5%
                                                 -----      -----         -----       -----      -----      -----
                                                  62.5       54.0         15.7%       121.2      102.6      18.1%
                                                 -----      -----         -----       -----      -----      -----
Gross profit:
  Packard                                         19.6       18.3          7.1%        40.4       34.5      17.1%
  Canberra                                         9.8        8.9         10.1%        18.1       18.4      (1.6%)
                                                 -----      -----         -----       -----      -----      -----
                                                  29.4       27.2          8.1%        58.5       52.9      10.6%
                                                 -----      -----         -----       -----      -----      -----
Operating expenses:
  Research and development                         7.5        5.7         31.6%        14.8       12.5      18.4%
  Selling, general and administrative             14.7       13.4          9.7%        29.2       24.8      17.7%
  In-process research and development              0.0        0.0          N/A          0.0        2.7       N/A
                                                 -----      -----         -----       -----      -----      -----
Operating profit                                   7.2        8.1        (11.1%)       14.5       12.9      12.4%
Interest expense, net                             (4.2)      (4.9)       (14.3%)       (9.5)      (9.9)     (4.0%)
Realized investment gains                          0.0        1.0          N/A          0.0        3.1       N/A
                                                 -----      -----         -----       -----      -----      -----
Income before income taxes and
  minority interest                                3.0        4.2        (28.6%)        5.0        6.1     (18.0%)
Provision for income taxes                         0.8        1.2        (33.3%)        1.8        1.9      (5.3%)
Minority interest                                  0.1        0.0          N/A         (0.1)       0.0       N/A
                                                 -----      -----         -----       -----      -----      -----
Net income                                       $ 2.1      $ 3.0        (30.0%)      $ 3.3      $ 4.2     (21.4%)
                                                 -----      -----         -----       -----      -----      -----
</TABLE>


Excluding the impact of changes in foreign currency exchange rates, consolidated
total  revenues  would have been $0.1 million and $0.7 million  lower during the
three and six months ended June 30, 1999, respectively. The accompanying results
of operations reflect the Company's  acquisitions during 1999 and 1998 since the
dates such companies were acquired. The acquired companies and their acquisition
dates are as follows:  Carl  Creative  Systems,  Inc. (now known as CCS Packard,
Inc.) ("CCS") - March 31, 1998;  BioSignal  Inc.  ("BioSignal")  - July 1, 1998;
Harwell  Instruments,  Ltd.  ("Harwell") - January 1, 1999;  and Tennelec,  Inc.
("Tennelec")  - April 1,  1999.  Refer to Note 3 to the  accompanying  condensed
consolidated  financial  statements  included  in Item 1 of this  Form  10-Q for
pro-forma results reflecting the above-mentioned acquisitions.

Packard's revenues increased approximately $1.7 million and $10.2 million in the
three and six months  ended June 30, 1999,  in  comparison  with the  prior-year
period.  The increase was due to (1) the inclusion of CCS and BioSignal in 1999,
contributing  total sales of $7.3 million,  on a combined basis,  during the six
months ended June 30, 1999, as compared to $4.5 million in the  comparable  1998
period;  and (2)  increased  sales  at most  overseas  distribution  operations,
particularly  Japan and France. The U.S. dollar caused Packard's revenues during
the three and six  months  ended  June 30,  1999,  to be $0.3  million  and $0.8
million higher, respectively,  than they would have been had exchange rates been
the same as the comparable 1998 periods.

Canberra's  increased  revenues in 1999 are due to the  inclusion of Harwell and
Tennelec  in 1999 which  added  approximately  $8.7  million in  revenues to the
six-month  period ended June 30, 1999.  Such increases were partially  offset by
reduced  revenues from  Canberra's U.S.  detectors  operations and the Company's
subsidiary,   Aquila   Technologies  Group,  Inc.   ("Aquila").   Exchange  rate
fluctuations served to reduce Canberra's net sales by approximately $0.2 million
during the six months ended June 30,  1999,  due  primarily  to the U.S.  dollar
strengthening against the British pound sterling.

The  Company's  gross profit  increased  8.1% and 10.6% during the three and six
months ended June 30, 1999, respectively,  as compared to the corresponding 1998
periods.  These increases are  attributable  primarily to the  acquisitions  and
sales growth  discussed  above.  These  increases were  partially  offset by the
Company's  mobile  characterization  business  which has  generated  very little
revenue,  yet still incurred  certain fixed  operating  costs.  During the three
months  ended June 30,  1999,  the  Company  recognized  a $1 million  charge to
writeoff the step-up in inventory acquired from Tennelec. A similar charge, also
totaling $1.0  million,  was  recognized  during the three months ended June 30,
1998, in connection with the CCS acquisition.

Research and development  spending, as a percentage of net sales, was relatively
consistent  between the six months  ended June 30, 1999 and 1998  (approximately
12%).  Research  and  development  spending,  in  terms of  total  dollars,  has
increased in 1999 in comparison with 1998,  reflecting the Company's  commitment
to new product development and enhancement of its existing product lines as well
as the acquisitions referred to above.

Selling,  general and  administrative  expenses  increased during the six months
ended June 30, 1999, as compared to the comparable 1998 period, due primarily to
the inclusion of the above-mentioned acquisitions. As a percentage of net sales,
such expenses are comparable between the periods presented.

During the first quarter of 1998,  the Company  recorded a $2.68 million  charge
associated  with the writeoff of  in-process  research and  development  ("R&D")
acquired in connection with the Company's purchase of CCS. The charge represents
that  portion of the  purchase  price  which was  assigned to the  acquired  R&D
through purchase  accounting as determined  utilizing  guidance put forth by the
Securities and Exchange Commission.

Consolidated  operating  profit of $7.2 million and $14.5  million for the three
and six months ended June 30, 1999, respectively, compares with $8.1 million and
$12.9 million during the  corresponding  1998 periods.  Excluding the effects of
the one-time  charges  associated  with the writeoff of in-process  research and
development and inventory  step-up  discussed above,  operating profit decreased
approximately  $1.1  million  during the six months  ended June 30,  1999,  when
compared  to  the  corresponding   1998  period.  The  operating  profit  growth
attributable  to the  acquisitions  discussed  above was  offset by  unfavorable
performances by certain Canberra operations,  particularly Aquila and the mobile
characterization  business,  as  well as the  Company's  increased  spending  on
research and development.
         .........
The decrease in net interest  expense  during 1999 is due to a foreign  currency
translation  gain realized in connection with the repayment of debt  denominated
in Euros during the three months ended June 30, 1999. The debt repayment,  which
was incurred in connection with the Company's  acquisition of Harwell,  resulted
in a gain of  approximately  $1.1  million  which is reflected as a reduction in
interest expense in the accompanying condensed consolidated statements of income
and comprehensive  income.  Excluding this gain, net interest expense would have
increased   during  1999,  as  compared  to  1998,  as  a  result  of  increased
indebtedness associated with the Company's 1998 and 1999 acquisitions, including
contingent earnout payments, mentioned above.

During the three and six months ended June 30, 1998, the Company  realized gains
totaling  $1.0  million  and  $3.1  million,  respectively,  from  the  sale  of
marketable equity securities.

The Company's consolidated effective tax rate was 35.8% and 31.2% during the six
months  ending  June 30,  1999 and 1998,  respectively.  The  Company's  average
statutory  effective rate (consisting of federal,  state and foreign components)
would be  approximately  42.5%,  assuming  certain  profit levels at the various
worldwide  locations  and  considering  the tax rates in  effect at the  various
foreign  locations  which the Company  operates.  As  compared  to this  average
statutory  effective  rate, the 35.8% rate in effect during the first six months
of 1999 was due  primarily to the  incurrence  of a  year-to-date  domestic loss
which is  tax-effected  at a rate  higher  than  statutory  due to the effect of
non-deductible  goodwill  amortization.  The 1998  effective rate was due to (1)
taxable income  generated in lower tax rate countries;  and (2) no provision for
income taxes being provided on domestically-generated taxable income in light of
the Company's net operating loss position generated in 1997.

Financial Condition - Liquidity and Capital Resources
-----------------------------------------------------

General -

The Company  expects to generate  adequate cash from  operations to meet most of
its working  capital  needs as well as to provide  for  necessary  debt  service
requirements  during the next  several  years.  The  Company can and will borrow
monies from the revolving credit facility in order to meet temporary or seasonal
shortfalls which may arise in the level of cash generated from operations and to
fund  the   contingent   payments   existing  under  certain  of  the  Company's
acquisitions.  The  Company  expects  that,  should  the  generation  of  excess
available  operating  cash  flow be  insufficient,  it  will  also  utilize  the
revolving  credit  facility  to  fund a  significant  portion  of its  strategic
acquisition  program  and  new  product  development  initiatives,  as well as a
portion  of  capital   expenditures   for  machinery,   equipment  and  facility
expansions, and the litigation settlement discussed below.

Operating Activities -

Operating  activities used $1.3 million of cash during the six months ended June
30, 1999,  compared to $5.9 million of cash  generated  in the  comparable  1998
period.  The use of cash during the first half of 1999,  as compared to the cash
generated in the  comparable  1998  period,  is due  primarily to a  significant
amount of accrued  obligations  as of December 31,  1998,  being paid out in the
first half of 1999, including $3 million associated with a litigation settlement
(refer to the  Company's  1998 Form 10-K),  as well as cash required to fund the
working capital requirements of Harwell.

Investing Activities -

In January  1999,  the Company  acquired  Harwell.  The Company paid 6.0 million
British pounds  sterling  (approximately  $10.0 million,  including  acquisition
costs,  based  upon  the  foreign  exchange  rates  in  effect  at the  time  of
acquisition) for the acquisition, all of which was funded through the use of the
Company's available revolving credit facility.

During the first  quarter  of 1999,  the  Company  paid out  amounts  owed under
contingent payment arrangements  associated with the CCS and Aquila acquisitions
which were  consummated in 1998 and 1997,  respectively  (refer to the Company's
1998 Form 10-K).  The amount paid was $7.3  million  which was funded  through a
combination  of  available  cash  and  use of  the  revolving  credit  facility.
Contingent  payments  made in  connection  with  acquisitions  are  reflected as
additional goodwill in the accompanying condensed consolidated balance sheets.

On April 1, 1999,  the Company  acquired the net  operating  assets of Tennelec,
paying approximately $10.7 million,  including  acquisition-related  costs. This
acquisition was funded through use of the Company's revolving credit facility.

Significant  investing  activities  during the first half of 1998  included  the
March 31,  1998,  acquisition  of CCS which was  effected in  exchange  for $6.3
million in cash and 108,883 common shares of the Company.  This  acquisition was
funded through the use of the revolving credit facility. In addition, during the
first  half  of  1998,  the  Company  sold  equity   securities  it  held  in  a
publicly-traded  company,  realizing gross proceeds  totaling $4.1 million and a
pre-tax gain of $3.1 million.

Financing Activities -

During the six months  ended  June 30,  1999,  the  Company  borrowed  under its
revolving credit facility primarily for the following  reasons:  (1) to fund the
acquisitions  of Harwell and Tennelec;  (2) payment of the  contingent  payments
required in connection with the CCS and Aquila acquisitions discussed above; (3)
payment of the semi-annual  interest due on the $150 million senior subordinated
notes; and (4) to fund operations as needed, including the $3 million litigation
settlement payment made in January 1999 (refer to the Company's 1998 Form 10-K).

The Company's borrowings during the first quarter of 1998 were used primarily in
connection  with  the  CCS  acquisition  and  to  fund  the  semi-annual  senior
subordinated  notes interest payment.  Repayments of borrowings during the first
half of 1998 were funded through cash flow generated from  operations as well as
proceeds from the sale of equity securities discussed above.

Backlog -

As of June 30, 1999 and 1998, the Company's gross  third-party order backlog was
approximately  $47.8  million  and  $40.6  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.  The Company's backlog as of
any particular date may not be representative of actual sales for any succeeding
period.

Year 2000
---------

The Company has been engaged in a concerted effort to ready its business systems
and products in  anticipation  of the year 2000 ("Y2K")  issue as it affects the
Company's  business  operations.  The term  "Y2K  issue" is used to refer to all
difficulties  the turn of the century may  introduce to users of  computers  and
other electronic equipment. In general terms, the Y2K issue arises from the fact
that  many   existing   computer   systems   and  other   equipment   containing
date-sensitive   embedded  technology  (including   non-information   technology
equipment and systems) use only two digits to identify a year in the date field,
with the assumption that the first two digits of the year are always "19." This,
as well as certain other common  date-related  programming errors, may result in
miscalculations,  other malfunctions or the total failure of such systems.  Some
of the Company's products contain date-sensitive  technology,  and the Company's
business  operations  are  dependent  upon the proper  functioning  of  computer
systems and other equipment containing  date-sensitive  technology. A failure of
such  products,  systems or equipment to be Y2K compliant  could have a material
adverse effect on the Company. If not remedied, potential risks include business
interruption or shutdown,  loss of customers,  harm to the Company's reputation,
financial loss and legal liability.

The  Company's  assessment  of the Y2K issue is  organized  to address the three
major affected areas: 1) products and services which the Company provides to its
customers;  2)  supplier  implications;  and 3)  administrative  and  management
information  systems used by the Company.  The assessment  and resulting  action
plans are in various stages of completion. Areas which require corrective action
have been identified as a result of the work performed to date and a significant
amount of such  corrective  action  has  already  been  successfully  completed.
However,  additional assessments need to be performed by the Company in order to
minimize  the risks and  exposures  associated  with Y2K.  The  following  is an
overview of the Company's  current state of readiness as it relates to Y2K along
with a summary of the process the Company plans to follow to address Y2K issues,
including the related potential risks and costs:

Products and Services -

Within the  products and  services  area,  the Company has been divided into its
major business  segments,  Canberra and Packard.  Certain  management  personnel
within each segment have been assigned primary responsibility to perform the Y2K
product  assessments,  and Y2K  committees  have been  formed to  supervise  and
coordinate  the Company's Y2K efforts.  Both Canberra and Packard have completed
testing of all of their active products to identify  Y2K-related  problems,  and
each has  disclosed  the results of those tests on the  Company's  internet  web
pages. Ad hoc reviews have been, and will continue to be,  performed on inactive
product  lines to  assess  the  likelihood  of Y2K  problems  occurring  and the
corrective  action, if any, that will be taken. The Company is in the process of
completing its evaluation of the Y2K status of products and services  offered by
the Company's subsidiaries.

Both  Canberra and Packard have  developed  and tested  upgrades for each of its
active products.  The Company believes that these upgrades will remedy known Y2K
problems.

The Company has  implemented  a policy of notifying  all of its customers of the
Y2K status of the product  purchased by such  customers,  either  through direct
mailing or through direct telephone contact with the customer. Current customers
of the Company are asked to review the Company's  internet web page for the most
up-to-date  information with respect to the Company's products.  While it is the
Company's  objective to notify all of its customers of potential Y2K issues, and
to implement corrective actions in a timely manner where feasible,  there can be
no  assurance  that the Company will  accomplish  this  objective or  adequately
address all Y2K issues or problems which may arise.

Vendors/Suppliers -

The Company has gathered  information about the significant  vendors and service
providers  for Packard and  Canberra to  determine  whether the  vendors/service
providers have remediated  their own Y2K issues,  and what risks  non-compliance
poses to the Company. The Company continues to monitor the Y2K compliance status
of such third  parties,  and no significant  issues with third parties'  systems
have  been  identified  to date.  However,  there can be no  assurance  that Y2K
problems  will be identified in a timely  fashion or that,  if  identified,  the
Company  will  have  viable  alternatives.  The  Company  is in the  process  of
evaluating  the Y2K status of vendors  and  service  providers  utilized  by its
subsidiaries in order to assess what impact those vendors and service  providers
may have on the  business of the  Company.  If the third  parties with which the
Company or its  subsidiaries  interact  have Y2K problems that are not remedied,
resulting  problems could include,  among other things,  the inability to obtain
crucial  supplies or services,  the loss of  telecommunications  and  electrical
service,  the receipt of inaccurate  financial and billing-related  information,
and the disruption of capital flow  potentially  resulting in liquidity  stress.
These  could have a material  impact on the  financial  position  and results of
operations of the Company.

As part of the assessment in this area, contingency plans are being developed in
order to minimize the effect of Y2K  considerations.  Such contingency plans may
include  identification of acceptable,  alternative  suppliers and vendors where
such Y2K  exposures  appear  not to  exist or  advance  purchasing  of  required
supplies or materials at levels necessary to sustain business  operations for an
extended period of time if a Y2K problem were expected to arise. However,  there
can be no assurances that the Company's contingency plans will be effective.

Administration -

The Company has completed an internal audit of all hardware and system  software
utilized internally by the Company, and is in the process of completing an audit
of hardware and system software utilized by each of the Company's  subsidiaries.
The Company believes it has identified all hardware and software that is not Y2K
compliant,  and is in the process of replacing such  non-compliant  hardware and
software where deemed appropriate. All required modifications and conversions of
existing  software and certain  hardware at Canberra and Packard are expected to
be completed by August 31, 1999.  The Company  believes  that,  with  relatively
minor modifications and conversions of existing systems,  the Y2K issue will not
pose significant  operational  issues for its internal systems.  Testing will be
on-going as items are replaced. All other administrative systems are expected to
be Y2K compliant by the end of the third  quarter of 1999.  The Company does not
expect  this  portion  of the  Y2K  compliance  program  to be  material  to the
consolidated financial position or results of operations.

The Company is continuing to assess other Y2K  administrative  implications such
as facility security systems, HVAC requirements,  production machinery and power
needs,  etc. The Company  expects to complete such  assessments by September 30,
1999.  Many of the  Y2K  exposures  identified  associated  with  administrative
technology  can be addressed  through  manual  versus  automated  means or other
acceptable  contingency  plans.  As  part  of  management's   assessment,   such
contingency plans are being identified.

Subsidiaries -

The Company is in the process of completing  its evaluation of the Y2K status of
each of its wholly-owned  subsidiaries,  including an assessment of the internal
systems,  products and services,  and suppliers and vendors. The Company expects
to have  completed  this  assessment by September 30, 1999. The Company does not
believe  that Y2K  issues at any one  subsidiary  will have a  material  adverse
effect  on  the  Company's   consolidated   financial  position  or  results  of
operations.  However, if a number of the Company's subsidiaries have significant
Y2K issues which are not  remediated  effectively,  such Y2K issues could have a
material impact on the consolidated  financial position or results of operations
of the Company.

Costs -

The Company  estimates the total cost associated with required  modifications to
become Y2K compliant to be $2.2 million.  The total amount expended through June
30, 1999, was approximately  $1.9 million,  of which $0.2 million related to the
cost  to  repair  or  replace  software  and  related  hardware  problems,   and
approximately  $1.7  million  related  to the cost of  replacing,  upgrading  or
remediating   non-compliant   product  and  to  the  cost  of  identifying   and
communicating with customers and other third parties.  The estimated future cost
of  completing  the  Company's  Y2K   compliance   efforts  is  expected  to  be
approximately $0.3 million,  of which $0.1 million relates to the cost to repair
or replace software and related hardware  problems,  approximately  $0.2 million
relates  to the  cost  of  replacing,  upgrading  or  remediating  non-compliant
product,  and an immaterial amount associated with identifying and communicating
with customers and other third parties.  The Company has funded,  and expects to
continue to fund, the costs of its Y2K efforts through  operating cash flow, and
to expense such costs as incurred.

Risk -

This  description  of matters  relating to the Y2K problem  contains a number of
forward-looking  statements.  The  Company's  assessment of the costs of its Y2K
program and the  timetable  for  completing  its Y2K  preparations  are based on
current  estimates,  which reflect  numerous  assumptions  about future  events,
including  the  continued  availability  of  certain  resources,  the timing and
effectiveness of third-party  remediation  plans and other factors.  The Company
can give no assurance that these estimates will be achieved,  and actual results
could differ materially from those currently anticipated. In addition, there can
be no  assurance  that he  Company's  Y2K program  will be effective or that its
contingency plans will be sufficient. Specific factors that might cause material
differences  include,  but are not  limited  to,  the  availability  and cost of
personnel  trained in this area,  the  ability  to locate and  correct  relevant
computer  software  codes and embedded  technology,  the results of internal and
external  testing,  the timeliness and  effectiveness of remediation  efforts of
third  parties,  and the ability of the Company to complete  its  assessment  of
known Y2K risks both internally, among its subsidiaries, and among third parties
on which the company depends.

Due to the general  uncertainty  in the Y2K problem,  resulting in part from the
uncertainty as to the Y2K readiness of third-party suppliers and customers,  the
Company is unable to  determine  at this time  whether the  consequences  of Y2K
failures  will have a material  impact on the Company's  results of  operations,
liquidity or financial condition.  The Company believes that with the completion
of its Y2K  compliance  plans  as  scheduled,  the  possibility  of  significant
interruptions of normal operations should be reduced.

The information  contained herein  constitutes a Year 2000 Readiness  Disclosure
under the Year 2000 Information and Readiness Disclosure Act.



<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 1998 Form 10-K.



<PAGE>


                           PART II. OTHER INFORMATION

                           PACKARD BIOSCIENCE COMPANY


Item 1.  Legal Proceedings

Certain  legal  proceedings  and  related  developments  were  disclosed  in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1999,  as well as in the Company's  1998 Form 10-K.  There have been no material
developments  or changes with respect to these matters since the March 31, 1999,
Form 10-Q.

The  Company  has  received a Demand for  Arbitration  filed by  Instrumentation
Development, Inc. ("IDI") with the American Arbitration Association in Hartford,
Connecticut.  The Demand alleges breach of contract, and requests damages in the
range of $1 to $3  million.  The  Company is in the  process of  evaluating  the
merits of the claim,  if any,  and intends to  vigorously  defend  this  action.
Management  believes that this matter will not have a material adverse effect on
the consolidated results of operations or financial position of the Company.


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 August 13, 1999.

                                           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>