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 September 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 November 4, 1999:
         9,159,704




<PAGE>



                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
                                      INDEX



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

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

           Condensed Consolidated Statements of Income (Loss)
           for the Three and Nine Months Ended September 30,
           1999 and 1998                                                      3

           Condensed Consolidated Statements of Comprehensive
           Income (Loss) for the Three and Nine Months Ended
           September 30, 1999 and 1998                                        4

           Condensed Consolidated Statements of Cash Flows for
           the Nine Months Ended September 30, 1999 and 1998                  5

           Notes to Condensed Consolidated Financial Statements               6

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

Item 3.    Quantitative and Qualitative Disclosures About
           Market Risk                                                       17


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                 18

Item 6.    Exhibits and Reports on Form 8-K                                  18




<PAGE>





                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 1999 and DECEMBER 31, 1998
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                       ASSETS                             September 30, 1999         December 31, 1998
                       ------                             ------------------         -----------------
<S>                                                       <C>                        <C>
CURRENT ASSETS:
      Cash and cash equivalents                                 $  6,178                  $  7,929
      Accounts receivable, net                                    54,968                    48,218
      Inventories, net                                            39,501                    30,633
      Deferred income taxes                                        4,825                     4,423
      Other current assets                                         6,341                     6,268
                                                                --------                  --------
                 Total current assets                            111,813                    97,471
                                                                --------                  --------
PROPERTY, PLANT AND EQUIPMENT, at cost                            50,053                    43,469
      Less - accumulated depreciation                            (20,805)                  (17,902)
                                                                --------                  --------
                                                                  29,248                    25,567
                                                                --------                  --------
OTHER ASSETS:
      Goodwill, net                                               35,094                    24,030
      Deferred financing costs, net                                7,187                     8,346
      Other                                                       12,904                    13,720
                                                                --------                  --------
                                                                  55,185                    46,096
                                                                --------                  --------
TOTAL ASSETS                                                    $196,246                  $169,134
                                                                ========                  ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES:
      Notes payable                                             $  3,119                  $  3,221
      Current portion of long-term obligations                     2,158                     3,496
      Accounts payable and accrued liabilities                    39,859                    53,635
      Deferred income                                             13,525                    12,372
                                                                --------                  --------
                 Total current liabilities                        58,661                    72,724
                                                                --------                  --------
LONG-TERM OBLIGATIONS, net of current portion:
      Notes and other long-term obligations                        5,261                     9,564
      Term loan and credit facility                               81,737                    37,365
      Senior subordinated notes                                  150,000                   150,000
                                                                --------                  --------
                 Total long-term obligations, net                236,998                   196,929
                                                                --------                  --------
DEFERRED INCOME TAXES                                              5,031                     5,489
                                                                --------                  --------
COMMITMENTS AND CONTINGENCIES (Note 6)
MINORITY INTEREST IN EQUITY OF SUBSIDIARY                          2,339                     2,555
                                                                --------                  --------
STOCKHOLDERS' DEFICIT:
       Cumulative translation adjustment                           1,017                     1,448
                                                                --------                  --------
             Accumulated other comprehensive income                1,017                     1,448
       Common stock                                                  137                       137
       Accumulated deficit                                        (7,569)                  (10,012)
                                                                --------                  --------
                                                                  (6,415)                   (8,427)
       Less: Treasury stock, at cost                             (99,726)                  (99,341)
             Deferred compensation                                  (642)                     (795)
                                                                --------                  --------
                     Total stockholders' deficit                (106,783)                 (108,563)
                                                                --------                  --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $196,246                  $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 (LOSS)
                FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,
                   1999 AND 1998 (Dollars in thousands, except
                               per share amounts)
<TABLE>
<CAPTION>
                                                        Three Months Ended Sept. 30,        Nine Months Ended Sept. 30,
                                                            1999            1998               1999            1998
                                                        ---------------------------         --------------------------
<S>                                                    <C>             <C>                <C>             <C>
NET SALES                                                 $64,017         $54,069            $185,198        $156,618

COST OF SALES                                              36,815          25,987              98,204          74,840

AMORTIZATION OF ACQUIRED INVENTORY
   STEP-UP (Note 3)                                            --             500               1,000           1,500
                                                          -------         -------            --------        --------
GROSS PROFIT                                               27,202          27,582              85,994          80,278

RESEARCH AND DEVELOPMENT EXPENSES                           7,579           7,480              22,388          20,033

SELLING, GENERAL AND
   ADMINISTRATIVE EXPENSES                                 14,891          12,626              44,082          36,808

LITIGATION SETTLEMENT (Note 6)                                 --          10,370                  --          10,997

ACQUIRED IN-PROCESS RESEARCH AND
   DEVELOPMENT CHARGE (Note 3)                                 --           3,440                  --           6,120
                                                          -------         -------            --------        --------
OPERATING PROFIT (LOSS)                                     4,732          (6,334)             19,524           6,320

INTEREST EXPENSE, NET                                      (5,405)         (4,929)            (16,007)        (14,780)

TRANSLATION GAINS, NET (Note 7)                               457              40               1,248             275

REALIZED INVESTMENT GAINS (Note 8)                             --              --                  --           3,133
                                                          -------         -------            --------        --------
INCOME (LOSS) BEFORE INCOME TAXES
   AND MINORITY INTEREST                                     (216)        (11,223)              4,765          (5,052)

PROVISION FOR  INCOME TAXES                                   645             888               2,471           2,812

MINORITY INTEREST                                             (87)             --                (216)             --
                                                          -------        --------            --------        --------
NET INCOME (LOSS)                                         $  (774)       $(12,111)           $  2,510        $ (7,864)
                                                          ========       ========            ========        ========
WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING, EXCLUDING COMMON
   SHARE EQUIVALENTS (Note 4)                           9,154,743       9,157,478           9,151,862       9,106,408
                                                        =========       =========           =========       =========
BASIC EARNINGS (LOSS) PER SHARE                         $   (0.08)      $   (1.32)          $    0.27       $   (0.86)
                                                        =========       =========           =========       =========
DILUTED EARNINGS (LOSS) PER SHARE
   (Note 4)                                             $   (0.08)      $   (1.32)          $    0.26       $   (0.86)
                                                        =========       =========           =========       =========
</TABLE>

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


<PAGE>



                   PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                           Three Months Ended Sept. 30,        Nine Months Ended Sept. 30,
                                                               1999           1998                1999            1998
                                                           ---------------------------         --------------------------
<S>                                                      <C>            <C>                  <C>            <C>
Net income (loss)                                           $   (774)      $(12,111)            $  2,510       $ (7,864)
Other comprehensive income (loss):
   Unrealized investment loss, net                                --             (4)                  --           (988)
   Reclassification adjustment, net                               --             --                   --         (1,880)
   Foreign currency translation adjustments                    2,113            508                 (431)           615
                                                            --------       --------             --------       --------
Other comprehensive income (loss)                              2,113            504                 (431)        (2,253)
                                                            --------       --------             --------       --------
COMPREHENSIVE INCOME (LOSS)                                 $  1,339       $(11,607)            $  2,079       $(10,117)
                                                            ========       ========             ========       ========

</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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                              For the Nine Months Ended
                                                                                    September 30,
                                                                            1999                     1998
                                                                          ---------------------------------
<S>                                                                    <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income (loss)                                                  $ 2,510                  $(7,864)
       Adjustments to reconcile net income (loss) to net
         cash used for operating activities:
           Depreciation and amortization of intangibles                     6,937                    5,841
           Amortization of deferred financing costs                         1,159                    1,159
           Acquired in-process research and development
             charges                                                           --                    6,120
           Amortization of acquired inventory step-up                       1,000                    1,500
           Realized investment gains                                           --                   (3,133)
           Minority interest in net loss of subsidiary                       (216)                      --
           Other non-cash charges, net                                       (304)                      29
           Changes in operating assets and liabilities                    (17,926)                  (5,664)
                                                                          -------                  -------
               Net cash used for operating activities                      (6,840)                  (2,012)
                                                                          -------                  -------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Acquisitions of businesses, net of cash acquired                  (28,539)                 (11,595)
        Investments in equity securities and ventures                          --                     (487)
        Proceeds from sale of investments                                      --                    4,137
        Capital expenditures, net                                          (7,314)                  (4,789)
        Product lines, patent rights and licenses acquired                   (290)                  (1,830)
                                                                          -------                  -------
            Net cash used for investing activities                        (36,143)                 (14,564)
                                                                          -------                  -------
CASH FLOWS FROM FINANCING ACTIVITIES:
         Borrowings under long-term obligations                            52,342                   35,704
         Repayments of long-term obligations                               (9,666)                 (19,878)
         Purchase of treasury stock                                          (120)                     (54)
         Proceeds from exercise of stock options                               62                       40
         Sale of stock                                                         42                      461
                                                                          -------                  -------
             Net cash from investing activities                            42,660                   16,273
                                                                          -------                  -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                    (1,428)                     647
                                                                          -------                  -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                  (1,751)                     344
CASH AND CASH EQUIVALENTS, beginning of period                              7,929                   10,575
                                                                          -------                  -------
CASH AND CASH EQUIVALENTS, end of period                                  $ 6,178                  $10,919
                                                                          =======                  =======
</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 upon adoption.


Note 2.  Inventories:

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

                                        September 30, 1999     December 31, 1998
                                        ------------------     -----------------

   Raw materials and parts                    $18,352               $15,963
   Work in process                              4,258                 4,189
   Finished goods                              21,764                14,210
                                              -------               -------
                                               44,374                34,362
      Excess and obsolete reserves             (4,873)               (3,729)
                                              -------               -------
                                              $39,501               $30,633
                                              =======               =======




<PAGE>


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  writeoff of 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 $37.0 million as of September 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  September 30, 1999,  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.



<PAGE>


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 Nine Months
                                                   Ended September 30,                 Ended September 30,
                                                 1999              1998              1999              1998
                                               --------------------------          --------------------------
<S>                                         <C>               <C>               <C>               <C>
   Net sales                                   $ 64,017          $ 59,484          $188,502          $178,515

   Operating profit                            $  4,732          $  7,888          $ 21,175          $ 26,349

   Net income (loss)                           $   (774)         $ (8,619)         $  3,165          $    135*

   Basic earnings (loss) per share             $  (0.08)         $  (0.93)         $   0.35          $   0.01

</TABLE>

*Includes realized investment gain of $3,133 during the nine-month period ended
September 30, 1998.


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 nine
months ended September 30, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                                   Three Months Ended              Nine Months Ended
                                                                      September 30,                   September 30,
                                                                  1999            1998            1999            1998
                                                                -------------------------       -------------------------
<S>                                                          <C>             <C>             <C>             <C>
   Basic weighted average shares outstanding                    9,154,743       9,157,478       9,151,862       9,106,408

   Dilutive effect of outstanding stock options                      N/A*            N/A*         423,917            N/A*
                                                                ---------       ---------       ---------       ---------
   Diluted weighted average shares outstanding                  9,154,743       9,157,478       9,575,779       9,106,408
                                                                =========       =========       =========       =========
</TABLE>

*Anti-dilutive  since  net loss  was  incurred  during  periods  specified.  The
dilutive effect of outstanding stock options would have been 420,437 and 312,540
during the three months ended  September  30, 1999 and 1998,  respectively,  and
314,170 during the nine months ended September 30, 1998.


<PAGE>


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

                                    September 30, 1999       December 31, 1998
                                    ------------------       -----------------

     Packard                              $98,273                $100,214

     Canberra                              97,973                  68,920
                                         --------                ---------
          Total                          $196,246                $169,134
                                         ========                ========


Note 6.  Litigation Settlement:

On November 2, 1998, the Company  settled a lawsuit  brought  against it by EG&G
Instruments, Inc., a subsidiary of EG&G, Inc. The total settlement was for $10.0
million plus legal fees.  Refer to the  Company's  1998 Form 10-K for a detailed
description of the settlement.

Note 7.  Translation Gains, Net:

From time to time,  the  Company  enters  into  forward  exchange  contracts  in
anticipation of future  movements in certain foreign exchange rates and to hedge
against foreign currency  fluctuations  associated with intercompany  purchasing
activities.  Realized and  unrealized  gains and losses on these  contracts  are
included  in net  income,  except  that gains and losses on  contracts  to hedge
specific  intercompany  foreign currency  commitments are deferred and accounted
for as part of the underlying transaction.

During the nine months  ended  September  30, 1999,  the Company has  recognized
foreign currency  translation  gains totaling $1.3 million  associated with debt
incurred by Harwell  which is  denominated  in Euros.  The debt was  incurred in
connection  with  the  acquisition.  Generally  accepted  accounting  principles
require  that   translation   gains  or  losses  incurred  on  debt  instruments
denominated  in a  currency  other  than  a  company's  functional  currency  be
recognized in the income statement currently.

Note 8.  Investment Gains:

During the nine months ended  September  30, 1998,  the Company  realized  gains
totalling $3.1 million from the sale of stock held in a publicly-traded company.

Note 9. Credit Facility Amendment:

Subsequent to September 30, 1999, the Company  obtained an amendment to its $115
million  revolving  credit and term loan  facility,  which was  effective  as of
September 30, 1999. Among other changes to the prior terms of the facility,  the
amendment  modified  certain of the  financial  covenants.  The change  included
increasing the Company's maximum consolidated  leverage ratio (as defined in the
revolving  credit and term loan  facility)  from  5.50:1.00 to 5.85:1.00 for the
reporting  period ended  September 30, 1999. The Company was in compliance  with
the amended  financial  covenants  for the  compliance  reporting  period  ended
September 30, 1999.

Note 10.  Reclassifications:

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




<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 supplies analytical
instruments and services 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                   Nine Months Ended
                                                       September 30,                       September 30,
                                                                       % Inc.                              % Inc.
                                               1999        1998        (Dec.)     1999         1998        (Dec.)
                                              -------------------------------    --------------------------------
<S>                                        <C>         <C>          <C>       <C>          <C>        <C>
Total revenues:
   Packard                                    $36.9       $36.5          1.1%    $112.4       $101.8        10.4%
   Canberra                                    27.1        17.6         54.0%      72.8         54.8        32.8%
                                              -----       -----                  ------       ------
                                               64.0        54.1         18.3%     185.2        156.6        18.3%
                                              =====       =====                  ======       ======
Gross profit:
   Packard                                     18.1        19.3        (6.2)%      58.5         53.6         9.1%
   Canberra                                     9.1         8.3          9.6%      27.5         26.7         3.0%
                                              -----       -----                  ------       ------
                                               27.2        27.6        (1.4)%      86.0         80.3         7.1%
                                              =====       =====                  ======       ======
Operating expenses:
   Research and development                     7.6         7.5          1.3%      22.4         20.0        12.0%
   Selling, general and administrative         14.9        12.6         18.3%      44.1         36.8        19.8%
   Other charges                                0.0        13.8           N/A       0.0         17.2          N/A
                                              -----       -----                  ------       ------
Operating profit (loss)                         4.7        (6.3)          N/A      19.5          6.3          N/A
Interest expense, net                          (5.4)       (4.9)        10.2%     (15.9)       (14.8)        7.4%
Translation gains, net                          0.5         0.0           N/A       1.2          0.3          N/A
Realized investment gains                       0.0         0.0           N/A       0.0          3.1          N/A
                                              -----       -----                  ------       ------
Income (loss) before income
   taxes and minority interest                 (0.2)      (11.2)      (98.2)%       4.8         (5.1)    (194.1)%
Provision for income taxes                      0.7         0.9       (22.2)%       2.5          2.8      (10.7)%
Minority interest                              (0.1)        0.0           N/A      (0.2)         0.0          N/A
                                              -----      ------                  ------       ------
Net income (loss)                             $(0.8)     $(12.1)      (93.4)%    $  2.5       $ (7.9)      131.6%
                                              =====      ======                  ======       ======
</TABLE>

Excluding the impact of changes in foreign currency exchange rates, consolidated
total revenues would have been $0.2 million higher during the three months ended
September  30,  1999,  and $0.4  million  lower  during  the nine  months  ended
September 30, 1999. 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 $0.4 million and $10.6 million in the
three  and  nine  months  ended  September  30,  1999,  in  comparison  with the
prior-year  period.  The  increase  was  due to (1)  the  inclusion  of CCS  and
BioSignal  for all of 1999,  contributing  total  sales of $15.6  million,  on a
combined basis,  during the nine months ended September 30, 1999, as compared to
$8.0 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 nine months ended September 30,
1999, to be $0.2 million and $1.0 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  primarily  to the  inclusion of
Harwell and Tennelec in 1999, as well as growth in the domestic  instrumentation
business.  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  $0.6 million during the nine months ended
September 30, 1999, due primarily to the U.S. dollar  strengthening  against the
British pound sterling.

The  Company's  gross  profit  decreased  1.4%  during  the three  months  ended
September 30, 1999,  as compared to the  corresponding  1998 period.  During the
nine months ended September 30, 1999, the Company's gross profit  increased 7.1%
as  compared  to the  comparable  1998  period.  The  quarterly  decline  is due
primarily to the mix of Packard  products sold in the 1999 period as compared to
the 1998 period.  The nine-month  increase is due primarily to acquisitions  and
sales growth discussed  above.  The nine-month  increase was partially offset by
Mobile  Characterization  Services, LLC ("MCS"), which has generated very little
revenue,  yet still  incurred  certain fixed  operating  costs.  During the nine
months ended  September 30, 1999, the Company  recognized a $1 million charge to
writeoff the step-up in inventory  acquired  from  Tennelec.  A similar  charge,
totaling $1.5 million, was recognized during the nine months ended September 30,
1998, in connection with the CCS and BioSignal acquisitions.

Research and development  spending, as a percentage of net sales, was relatively
consistent   between  the  nine  months  ended   September  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.  Research and development
during the nine months ended  September 30, 1999,  included  approximately  $0.7
million of costs to make certain  modifications  to an existing Company product.
Research  and  development  during the nine months  ended  September  30,  1998,
included  approximately  $2.3 million of costs related to canceling projects and
collaborative arrangements during such period.

Selling,  general and  administrative  expenses increased during the nine months
ended  September  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 (24%).

During the nine months  ended  September  30,  1998,  the Company  recorded  the
following charges to operating profit:

-        $6.12 million  associated with the writeoff of in-process  research and
         development  ("R&D") acquired in connection with the Company's purchase
         of CCS and BioSignal.
-        $11.0 million associated with the settlement of litigation.

Consolidated  operating  profit of $4.7 million and $19.5  million for the three
and nine  months  ended  September  30,  1999,  respectively,  compares  with an
operating loss of ($6.3) million and operating profit of $6.3 million during the
corresponding  1998  periods.  Excluding  the  effects of the  one-time  charges
associated   with  the  writeoff  of   in-process   research  and   development,
amortization of inventory  step-up and litigation  settlement  discussed  above,
operating  profit  decreased  approximately  $4.4 million during the nine months
ended September 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.
         .........
Net interest expense  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.

From time to time,  the  Company  enters  into  forward  exchange  contracts  in
anticipation of future  movements in certain foreign exchange rates and to hedge
against foreign currency  fluctuations  associated with intercompany  purchasing
activities.  Realized and  unrealized  gains and losses on these  contracts  are
included  in net  income,  except  that gains and losses on  contracts  to hedge
specific  intercompany  foreign currency  commitments are deferred and accounted
for as part of the underlying transaction.

During the nine months  ended  September  30, 1999,  the Company has  recognized
foreign currency  translation  gains totaling $1.3 million  associated with debt
incurred by Harwell  which is  denominated  in Euros.  The debt was  incurred in
connection  with  the  acquisition.  Generally  accepted  accounting  principles
require  that  currency  gains  or  losses  incurred  on  financial  instruments
denominated  in a  currency  other  than  a  company's  functional  currency  be
recognized in the income statement as incurred.

During the nine months ended  September  30, 1998,  the Company  realized  gains
totaling $3.1 million from the sale of marketable equity securities.

The  Company's  consolidated  effective  tax rate was 51.9% and 55.8% during the
nine months  ending  September  30, 1999 and 1998,  respectively.  The 1998 rate
represents a provision on a  consolidated  pre-tax loss.  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 51.9% rate in effect during the first nine months
of 1999 was due primarily to (1) 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;  and (2) no benefit  provided  on losses
incurred at certain  overseas  locations as  realization of such benefits is not
assured.  The 1998  effective  rate was due to (1) taxable  income  generated in
lower tax rate  countries;  (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; and (3) no tax benefit provided on the writeoff
of acquired R&D and inventory step-up amortization.

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 $6.8  million of cash during the nine  months  ended
September 30, 1999, compared to $2.0 million of cash used in the comparable 1998
period. The use of cash during the first nine months of 1999 is due primarily to
a significant amount of accrued  obligations as of December 31, 1998, being paid
out in 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 nine months of 1998 included
(1) 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;  and (2) the July
1, 1998,  acquisition  of  BioSignal  which was  effected in  exchange  for $8.6
million in cash and Company  stock with an aggregate  value of  $100,000.  These
acquisitions  were funded through the use of the revolving credit  facility.  In
addition,  during  the  first  nine  months 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 nine months ended September 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  nine  months  of 1998  were used
primarily in connection with the CCS and BioSignal  acquisitions and to fund the
semi-annual senior subordinated notes interest payment. Repayments of borrowings
during the first nine months 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 September 30, 1999 and 1998, the Company's gross third-party order backlog
was  approximately  $50.0 million and $45.3 million,  respectively.  The Company
includes in backlog only those orders for which it has received  purchase orders
and does not include in backlog orders for service or its services business. The
Company's  backlog as of any particular date may not be representative of actual
sales for any succeeding period.





<PAGE>


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 -

To assess the Y2K issue as it affects the Company's  products and services,  the
Company has divided its efforts  between its major business  segments,  Canberra
and Packard. Certain management personnel within each segment have been assigned
primary responsibility to perform Y2K product and services 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.  Certain  "inactive"  products
will not be tested,  and may not be Y2K  compliant.  For many of these  inactive
products,  customers have been offered the  opportunity to purchase  replacement
products from the Company's active product group.

Both  Canberra and Packard have  developed  and tested  upgrades for each of its
active products in which Y2K issues were  identified.  The Company believes that
these upgrades will remedy known Y2K problems.  The Company is in the process of
completing  the  installation  of upgrade  kits  ordered by its  customers on or
before  October  31,  1999.  The  Company   expects  to  have  completed   these
installations  by December  31,  1999.  While it is the  Company's  objective to
install upgrades ordered after October 31, 1999, by December 31, 1999, there can
be no assurance that the Company will accomplish this objective.

The Company has  implemented  a policy of notifying  all of its customers of the
Y2K status of the products  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 pages 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.



<PAGE>


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 their potential
non-compliance  poses to the Company.  To date, no significant issues with third
parties'  systems  have been  identified.  The Company does not believe that its
critical  vendors/suppliers  will be prevented from providing  mission  critical
services and supplies to the Company due to the Y2K issue.  However, the Company
has not received complete responses from all of its vendors/suppliers, and there
can be no assurance that the responses it has received are accurate or complete.
If the third  parties  on which the  Company or its  subsidiaries  rely 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.

Contingency  plans are being  implemented  in order to  mitigate  the  potential
effects  of  Y2K  problems  with  the  Company's  vendors  or  suppliers.   Such
contingency plans include  identification of acceptable,  alternative  suppliers
and vendors where such Y2K exposures appear not to exist,  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 to arise,  and
identification  of alternative  methods and  procedures for completing  critical
activities.  However,  there can be no assurances that the Company's contingency
plans  will be  effective  in  addressing  Y2K  issues  that  may  arise,  or in
mitigating the impact of such issues on the Company's business and operations.

Administration -

The Company has completed an internal audit of all hardware and system  software
utilized   internally   by  the  Company  and  by  each  of  the  Company's  key
subsidiaries.  The Company  believes it has identified all hardware and software
that is not Y2K  compliant,  and has  replaced  or upgraded  such  non-compliant
hardware  and  software  where deemed  appropriate.  Substantially  all required
modifications  and  conversions  of existing  software  and certain  hardware at
Canberra and Packard were  completed on or before  October 31, 1999. The Company
believes that the Y2K issue will not pose significant operational issues for its
internal  systems.  All other  administrative  systems  are  expected  to be Y2K
compliant by December 31, 1999.  The Company has  completed  its  assessment  of
other Y2K  administrative  implications such as facility security systems,  HVAC
requirements,  production  machinery and power needs, etc. Many of the Y2K risks
associated with the Company's administrative technology can be addressed through
manual versus automated means or other acceptable  contingency  plans.  However,
there can be no assurance  that the Company has  identified  all Y2K issues,  or
that its remedial  steps will be effective.  To mitigate the risks posed by this
uncertainty,  the Company is  implementing  contingency  plans to  minimize  the
potential disruption caused by unanticipated Y2K problems. Failure to adequately
address these issues could have a material impact on the consolidated  financial
position or results of operations of the Company.

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 December 1, 1999. To date, the Company has
not identified any material Y2K problems at its  subsidiaries.  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.



<PAGE>


Costs -

The Company  estimates the total cost associated with required  modifications to
become Y2K compliant to be approximately $2.2 million. The total amount expended
through September 30, 1999, was approximately $2.0 million. The estimated future
cost of  completing  the  Company's  Y2K  compliance  efforts is  expected to be
approximately  $0.2 million.  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 the  Company's  Y2K program will be effective or that its
contingency plans will be sufficient to address unanticipated Y2K problems.

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  periods ended March
31, 1999, and June 30, 1999, as well as in the Company's  1998 Form 10-K.  Since
the June 30,  1999,  Form 10-Q,  the Company  settled  one of the two  unrelated
lawsuits  brought against the Company by former  employees,  as disclosed in the
Company's  1998 Form 10-K.  The  settlement of the claim did not have a material
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
     ----------        -----------------------------------------------------
        4.9            Third Amendment, dated as of October 8, 1999, to the
                       Credit Agreement (the Credit Agreement has been filed
                       previously)

         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 November 4, 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>