================================================================================


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A


                             AMENDMENT N0. 1 TO THE
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                      For the Quarter Ended October 3, 1998


                           Commission File No. 1-8045


                            ------------------------


                                  GenRad, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Massachusetts                                          04-1360950
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)


7 Technology Park Drive, Westford, Massachusetts                01886-0033
------------------------------------------------                ----------
   (Address of principal executive offices)                     (Zip Code)


       Registrant's telephone number, including area code: (978) 589-7000


    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 [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


29,008,593 shares of the Common Stock, $1 par value, were outstanding on
November 10, 1998.


================================================================================


<PAGE>


Restatement of Financial Statements and Changes to Certain Information

The undersigned registrant hereby amends in its entirety Part I of its Quarterly
Report on Form 10-Q for the quarterly period ended October 3, 1998.

In April 1998, GenRad, Inc. ("the Company") acquired Industrial Computer
Corporation ("ICC") for approximately $38.2 million in a business combination
accounted for as a purchase. The Company allocated $21.7 million of the purchase
price to acquired in-process research and development. The Company believed the
original purchase price allocation and related acquired in-process research and
development charges applicable to its acquisition of ICC to be in accordance
with then widely recognized appraisal practices and generally accepted
accounting principles. Subsequent to the acquisition, in a letter dated
September 9, 1998 to the American Institute of Certified Public Accountants, the
Chief Accountant of the Securities and Exchange Commission ("the SEC")
reiterated the views of the staff of the SEC ("the Staff") on certain appraisal
practices employed in the determination of the fair value of acquired in-process
research and development and other intangible assets resulting from purchase
business combinations.

The Company has had discussions with the Staff concerning the valuation of
acquired in-process research and development and other intangible assets
resulting from its acquisition of ICC, and as a result of these discussions, the
Company has implemented a valuation methodology suggested by the SEC. The
Company has restated its previously issued results to reflect the discussions
with the Staff and to apply the appropriate guidance and policies. The purchase
price of ICC has been allocated by the Company based upon the application of the
recent guidance and, accordingly, the financial statements in this Quarterly
Report on Form 10-Q/A have been restated. After applying the appropriate
guidance and policy, the allocation of the ICC purchase price was changed for
acquired in-process research and development from $21.7 million to $8.4 million
and for developed technology from $4.9 million to $11.4 million, resulting in a
change to goodwill from $10.2 million to $17.0 million. As a result of these
changes, the net loss for the quarter ended October 3, 1998 increased to $3.9
million from $3.5 million and basic and diluted net loss per share for the
quarter ended October 3, 1998 increased to $(0.14) per share from $(0.12) per
share. Amortization of intangible assets increased by $0.4 million, or $0.01 per
share for the quarter ended October 3, 1998


<PAGE>



                          GENRAD, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                 Page
                                                                                 ----
<S>                                                                             <C>
Part I.  Financial Information:

         Consolidated Statement of Operations .................................       1

         Consolidated Balance Sheet ...........................................       2
 
         Consolidated Statement of Cash Flows .................................       3

         Notes to Consolidated Financial Statements ...........................  4 -  9

         Management's Discussion and Analysis of
             Financial Condition and Results of Operation ..................... 10 - 16


Part II. Other Information:

         Items 1 and 6.........................................................      17

         Signatures ...........................................................      18

</TABLE>

<PAGE>


                          PART I. FINANCIAL INFORMATION
                          GENRAD, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
               (In thousands, except share and per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                    Three Months Ended                            Nine Months Ended
                                            ------------------------------------         --------------------------------
                                             October 3,            September 27,          October 3,        September 27,
                                                1998                   1997                  1998               1997
                                            ------------           -------------         ------------       -------------
<S>                                         <C>                    <C>                   <C>                <C>
Sales:
      Sales of products                     $    43,039            $    44,523           $   119,791        $   130,223
      Sales of services                          17,511                 14,347                48,771             42,197
                                            ------------           ------------          ------------       ------------
           Total sales                           60,550                 58,870               168,562            172,420
                                            ------------           ------------          ------------       ------------

Cost of sales:
      Cost of products sold                      26,562                 18,368                62,018             58,204
      Cost of services sold                       9,521                  7,671                28,288             22,833
                                            ------------           ------------          ------------       ------------
           Total cost of sales                   36,083                 26,039                90,306             81,037
                                            ------------           ------------          ------------       ------------

Gross profit                                     24,467                 32,831                78,256             91,383

Selling, general and administrative              17,294                 16,813                53,183             50,327
Research and development                          4,265                  4,938                14,628             14,183
Acquired in-process research and development         --                     --                10,097                 --
Restructuring charges                             5,490                     --                 8,753                 --
Loss from impairment of intangible assets            --                     --                 4,906                 --
                                            ------------           ------------          ------------       ------------
           Total operating expenses              27,049                 21,751                91,567             64,510
                                            ------------           ------------          ------------       ------------

Operating (loss) income                          (2,582)                11,080               (13,311)            26,873

Other expense:
      Interest, net                                (285)                  (181)                 (567)              (189)
      Other, net                                   (302)                  (231)                 (402)              (287)
                                            ------------           ------------          ------------       ------------
           Total other expense                     (587)                  (412)                 (969)              (476)
                                            ------------           ------------          ------------       ------------

(Loss) income before income taxes                (3,169)                10,668               (14,280)            26,397
Income tax provision (benefit)                      750                  1,063                (7,332)            (2,846)
                                            ------------           ------------          ------------       ------------
Net (loss) income                           $    (3,919)           $     9,605           $    (6,948)       $    29,243
                                            ============           ============          ============       ============

Net (loss) income per common and
      common equivalent shares:
           Basic                            $     (0.14)           $      0.36           $     (0.25)       $      1.10
                                            ============           ============          ============       ============
           Diluted                          $     (0.14)           $      0.33           $     (0.25)       $      1.05
                                            ============           ============          ============       ============

Weighted average common and common 
      equivalent shares used in computing
      per share amounts:
           Basic                             28,289,000             26,992,000            28,028,000         26,636,000
                                            ============           ============          ============       ============
           Diluted                           28,289,000             29,212,000            28,028,000         27,951,000
                                            ============           ============          ============       ============
</TABLE>



              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.


                                       1

<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
               (In thousands, except share and per share amounts)


<TABLE>
<CAPTION>

                                                              October 3,               January 3,
                                                                 1998                     1998
                                                              -----------              ----------
                                                              (Unaudited)
<S>                                                           <C>                      <C>
Assets
Current Assets:
    Cash and equivalents                                      $   7,985                $ 21,883
    Accounts receivable, net                                     69,602                  73,006
    Inventories                                                  32,133                  29,896
    Other current assets                                          4,132                   4,194
                                                              ----------               ---------
           Total current assets                                 113,852                 128,979
                                                              ----------               ---------

Property, plant and equipment, net                               38,008                  33,479
Deferred tax asset                                               15,368                   7,868
Intangible assets, net                                           34,815                   7,107
Other assets                                                      1,080                   1,524
                                                              ----------               ---------
                                                              $ 203,123                $178,957
                                                              ==========               =========

Liabilities and Stockholders' Equity
Current Liabilities:
    Trade accounts payable                                    $   9,123                $ 12,730
    Accrued liabilities                                          20,347                  12,445
    Accrued compensation and employee benefits                    5,585                   6,884
    Income taxes payable                                            552                   1,029
    Current portion of long-term debt                             2,460                   2,434
                                                              ----------               ---------
           Total current liabilities                             38,067                  35,522
                                                              ----------               ---------

Long-term Liabilities:
    Long-term debt                                                6,764                   8,519
    Accrued pensions and benefits                                11,421                  11,239
    Future lease costs of unused facilities                       3,810                   4,106
    Other long-term liabilities                                   5,797                   4,558
                                                              ----------               ---------
           Total long-term liabilities                           27,792                  28,422
                                                              ----------               ---------

Stockholders' Equity:
    Common stock, $1 par value, 60,000,000 shares
      authorized; 28,976,000 and 27,349,000 issued and
      outstanding in 1998 and 1997, respectively                 28,976                  27,349
    Treasury stock, 773,000 and 0 shares held
      in 1998 and 1997, respectively                            (10,856)                     --
    Additional paid-in capital                                  211,230                 172,026
    Accumulated deficit                                         (89,440)                (82,492)
    Cumulative translation adjustment                            (2,646)                 (1,870)
                                                              ----------               ---------
           Total stockholders' equity                           137,264                 115,013
                                                              ----------               ---------
                                                              $ 203,123                $178,957
                                                              ==========               =========
</TABLE>


              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.


                                       2

<PAGE>



                          GENRAD, INC. AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows
                                 (In thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                          Nine Months Ended
                                                                  ----------------------------------
                                                                  October 3,           September 27,
                                                                     1998                  1997
                                                                  ----------           -------------
<S>                                                                <C>                   <C>
Operating activities:
Net (loss) income                                                  $ (6,948)             $ 29,243
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                     9,461                 5,934
    Loss on disposition of property, plant and equipment              1,256                   265
    Reserve for future lease costs of unused facilities              (1,024)               (1,374)
    Non-recurring charges                                            19,711                    --
Increase (decrease) resulting from changes in 
  operating assets and liabilities:
    Accounts receivable                                               6,627               (16,212)
    Inventories                                                      (6,786)               (4,610)
    Other current assets                                                164                  (437)
    Deferred tax asset                                               (7,500)               (5,394)
    Trade accounts payable                                           (4,177)                4,623
    Accrued liabilities                                               7,234                (4,063)
    Accrued compensation and employee benefits                       (1,428)                   83
    Accrued income taxes                                               (692)                1,907
    Other, net                                                         (927)                 (208)
                                                                   ---------             ----------
         Net cash provided by operating activities                   14,971                 9,757
                                                                   ---------             ----------

Investing activities:
Purchases of property, plant and equipment                          (12,330)              (17,586)
Purchase of subsidiaries                                             (3,093)                   --
Proceeds from sale of property, plant and equipment                      --                   133
Investment in intangible assets                                      (3,378)                 (341)
                                                                   ---------             ---------
         Net cash used in investing activities                      (18,801)              (17,794)
                                                                   ---------             ----------

Financing activities:
Proceeds from issuance of debt                                           --                11,654
Repayment of debt                                                    (1,827)                 (728)
Proceeds from employee stock option exercises                         4,235                 8,154
Purchase of treasury stock                                          (10,856)                   --
                                                                   ---------             ---------
         Net cash (used in) provided by financing activities         (8,448)               19,080
                                                                   ---------             ----------

Effects of exchange rates on cash                                    (1,620)                1,017
                                                                   ---------             ---------
(Decrease) increase in cash equivalents                             (13,898)               12,060
Cash and equivalents at beginning of period                          21,883                10,557
                                                                   ---------             ---------
Cash and equivalents at end of period                              $  7,985              $ 22,617
                                                                   =========             ==========
</TABLE>


              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.


                                       3

<PAGE>



                          GENRAD, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


Note 1: Accounting Comments

Reference is made to the Company's 1997 Annual Report and Form 10-K which
contains, at pages 13 through 38, financial statements and the notes thereto,
including a summary of significant accounting policies.

With respect to the financial information for the interim periods included in
this report, which is unaudited, the management of the Company believes that all
adjustments necessary for a fair presentation of the results for such interim
periods have been included. All adjustments are of a normal and recurring
nature.

The results of any interim period are not necessarily indicative of the results
for the entire year.

Note 2: Reclassifications

Certain reclassifications were made to the 1997 consolidated financial
statements to conform to the 1998 presentation.

Note 3: Details of Financial Statement Components (in thousands)


<TABLE>
<CAPTION>

                                                        October 3,        January 3,
                                                           1998              1998
                                                        -----------       ----------
                                                        (unaudited)
<S>                                                      <C>               <C>
Inventories:
  Raw materials                                          $  11,692          $ 18,378
  Work in process                                           11,941             8,355
  Finished goods                                             8,500             3,163
                                                         ---------         ---------
                                                          $ 32,133          $ 29,896
                                                         =========         =========

Property, Plant and Equipment:
  Leasehold improvements                                 $ 13,927          $ 14,612
  Machinery and equipment                                  47,707            56,259
  Service parts                                            13,879            12,757
                                                         ---------         ---------
                                                           75,513            83,628
  Accumulated depreciation                                (37,505)          (50,149)
                                                         ---------         ---------
                                                         $ 38,008          $ 33,479
                                                         =========         =========

Intangible Assets:
  Goodwill                                               $ 18,106          $  6,029
  Capitalized and purchased computer software               4,961             2,374
  Other intangible assets                                  15,694             1,534
                                                         ---------         ---------
                                                           38,761             9,937
  Accumulated amortization                                 (3,946)           (2,830)
                                                         ---------         ---------
                                                         $ 34,815          $  7,107
                                                         =========         =========
Accrued Liabilities:
  Customer prepayments                                   $  7,174          $  6,059
  Other accrued liabilities                                 6,800             5,071
  Accrued restructuring charges                             6,264                --
  Lease costs of unused facilities                            109             1,315
                                                         ---------         ---------
                                                         $ 20,347          $ 12,445
                                                         =========         =========
</TABLE>


                                       4

<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


Note 4: Acquisitions

Industrial Computer Corporation
On April 7, 1998, GenRad acquired all of the then outstanding common shares of
Industrial Computer Corporation ("ICC"), a software company providing real-time
manufacturing execution systems to electronics manufacturers. ICC was
established in 1980 and is located in Atlanta, Georgia. The transaction was
accounted for as a purchase, and accordingly, the purchase price was allocated
to the assets acquired and liabilities assumed based on their respective fair
values. In connection with the acquisition of ICC, 1,237,917 shares of GenRad's
common stock were issued for all of the then outstanding shares of ICC in a
tax-free reorganization. Consideration for the acquisition of ICC totaled
approximately $36.6 million. Direct costs of the acquisition totaled
approximately $1.6 million and consisted primarily of legal fees, accounting
fees and broker fees. The results of ICC are included in the 1998 financial
statements beginning from the date of purchase.

The purchase price was allocated to the tangible and intangible assets of ICC as
follows:

<TABLE>
<S>                                                                    <C>
    Acquired in-process research and development                        $    8,420
    Goodwill                                                                16,982
    Developed technology                                                    11,370
    Assembled workforce                                                      1,280
    Tradename                                                                  408
    Assets, primarily accounts receivable and property and equipment         3,954
    Liabilities assumed                                                     (4,215)
                                                                        ----------
                                                                        $   38,199
                                                                        ==========
</TABLE>

The Securities and Exchange Commission ("SEC") has recently issued guidance
related to the valuation of acquired in-process research and development as set
forth in its letter dated September 9, 1998 from the Chief Accountant of the SEC
to the American Institute of Certified Public Accountants. The Company has
corresponded with the staff of the SEC ("the Staff") concerning the valuation of
the incomplete technology and other intangible assets and has implemented the
methodology. As a result of the application of the valuation methodology, the
purchase price was allocated to acquired in-process research and development,
developed technology, assembled workforce and tradename.

The valuation of acquired in-process research and development was based on
management's projections of the after tax net cash flows attributable to the
acquired in-process research and development. Specifically, the valuation
considers the following: (i) a fair market value premise; (ii) comprehensive due
diligence concerning all potential intangible assets including trademarks and
tradenames, patents, copyrights, non-compete agreements, assembled workforce and
customer relationships and sales channel relationships; (iii) the value
contribution of core technology to the acquired in-process technology, with a
view toward ensuring the relative allocations to core technology and acquired
in-process research and development were consistent with the relative
contributions of each to the final product; and (iv) the calculation used to
determine the value allocated to acquired in-process research and development
considered only the efforts completed as of the transaction date and only the
cash flow associated with the product development efforts in-process at the
acquisition date. The one time charge for acquired in-process research and
development relates to one development project in process at the date of the
acquisition that had not reached technological feasibility, had no alternative
future use, and for which ultimate successful development was uncertain. The
conclusion that the development efforts in-process, or any material
sub-component, had no alternative future use was reached in consultation with
engineering personnel from ICC as well as the Company's valuation advisors.

The in-process project consists of the development of ICC's existing UNIX based
product using an object oriented design and standard programming language which
will provide users of the product the ability to


                                       5


<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 4: Acquisitions (continued)

use ICC's Shop Floor Data Manager (TM) ("SFDM") product on varied operating
platforms. The primary project tasks open at the time of acquisition included
completion of the design of certain modules, or objects, which will house the
program code, completion of program code written in the new language and
preliminary quality assurance and testing of the product. At the time of
acquisition, additional development remained on all tasks (management estimated
that the project was approximately 69% complete) and costs to complete were
estimated to total approximately $928,000. At the time of the acquisition,
management believed that the product being developed would become available for
sale late in fiscal 1999. GenRad will begin to benefit from the acquired
in-process research and development once completed product is sold. Failure to
reach successful completion of this project may result in impairment of the
associated capitalized intangible assets, i.e. goodwill and developed
technology, and/or may require the Company to accelerate the time period over
which the intangibles are being amortized, which may have a material adverse
effect on the Company's results of operations and financial condition.

Significant assumptions used to determine the value of the acquired in-process
research and development included several factors. The first was a forecast of
net cash flows that were expected to result from the in-process development
effort using projections prepared by ICC management, portions of which (1998 and
1999) were provided to GenRad's Board of Directors. Net cash flow projections
included projected revenue growth and trends in profit margins and selling,
general and administrative expenses that were consistent with recent historical
trends prior to the acquisition. Second, a percentage complete of 69% for the
project estimated by considering the costs invested to date relative to the
expected total cost of the development effort, supported by the amount of
technological progress completed as of the transaction date relative to the
overall technological achievements required to achieve the intended
functionality of the eventual product. The technological issues were addressed
primarily by engineering representatives from ICC along with the Company's
independent valuation advisors. Third, a 24% discount rate, which represents a
rate equivalent to that which would be employed in a fair value analysis, i.e.,
one that considers all cash flows associated with the project and resulting
product, and therefore represents a blended rate of all the risks associated
with the product. Lastly, a core technology charge reflected as one-third of
after tax net income related to the in-process project was utilized. This rate
represents an amount that the Company would be required to pay in royalties
assuming it had licensed the products expected to be derived from the acquired
in-process development efforts.

As of October 3, 1998, the technological feasibility of the project had not yet
been reached and no significant departures from the assumptions included in the
valuation analysis have occurred.

The following unaudited pro forma financial information presents the combined
results of operations of GenRad and ICC as if the acquisition had occurred at
the beginning of 1998 and 1997, respectively, after giving effect to the
amortization of goodwill and other intangible assets but excluding the effects
of the charge for acquired in-process research and development. The per share
impact of the acquired in-process research and development charge totals $(0.30)
per share for the nine months ended October 3, 1998 and September 27, 1997. This
unaudited pro forma financial information is presented for illustrative purposes
only and is not necessarily indicative of the results of operations that
actually would have been realized had the Company and ICC been a combined
company during the specified periods. Additionally, they are not indicative of
the results of future combined operations.

<TABLE>
<CAPTION>
                                                    (in thousands)
                                                  Nine months ended
                                            October 3,       September 27,
                                               1998              1997
<S>                                           <C>                <C>     
          Total sales                         $171,410           $179,787

          Net income (loss)                       $452            $26,079

          Earnings per share:
             Basic                               $0.02              $0.94
             Diluted                             $0.02              $0.89
</TABLE>


                                       6


<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 4: Acquisitions (continued)

Manufacturing Execution Systems Business
On April 9, 1998, GenRad acquired certain assets of the Manufacturing Execution
Systems ("MES") business of Valstar Systems Limited ("Valstar") located in
Aberdeen, Scotland. Valstar's MES component provides integration services and
support and distribution in Europe for ICC's Shop Floor Data Manager Software.

Total consideration paid for Valstar's MES business totaled $3.2 million in
cash, including acquisition costs, funded through internally generated funds. As
part of the acquisition, the Company entered into a two-year consulting and
services agreement with Valstar that includes securing certain Valstar personnel
and other resources to transition the business to GenRad. Of the $3.0 million
purchase price, $2.0 million was paid on April 9, 1998 and $1.0 million was
released from escrow on October 7, 1998 as certain contingencies were achieved.
Direct costs of the acquisition totaled approximately $0.2 million and consisted
primarily of legal and accounting fees.

The transaction was accounted for as a purchase, and accordingly, the purchase
price was allocated to the intangible assets acquired based on their respective
fair values. The purchase price was allocated to the intangible assets of
Valstar's MES business as follows (in thousands):

<TABLE>
<S>                                                    <C>   
              Goodwill                                 $2,100
              Customer lists                              900
              Employment contracts                        200
                                                   -----------

                                                       $3,200
                                                   ===========
</TABLE>


                                       7


<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 5: Restructuring, Impairment and Other Non-Recurring Charges

In the second and third quarters ended July 4, 1998 and October 3, 1998,
respectively, the Company recorded non-recurring charges of $18.2 and $10.4
million, respectively, composed of the following items (in millions):

<TABLE>
<CAPTION>
                                                         Q2 1998                 Q3 1998                Total
                                                      -------------  -------------------------------  ---------
                                                                                       Non-recurring     Year
                                                      Non-recurring  Non-recurring       Cost of          to
                                                         Charges        Charges        Products Sold     Date
                                                      -------------  -------------     -------------  ---------
<S>                                                  <C>             <C>               <C>            <C>
(1) Purchased in-process technology related to the
      acquisition of Industrial Computer Corporation      $  8.4        $   --            $   --         $  8.4
(2) Impairment of goodwill and purchased software            4.9            --                --            4.9
(3) Purchase of in-process diagnostic software               1.7            --                --            1.7
(4) Severance costs, equipment & facility
      termination fees and fixed asset write offs            3.2           3.6                --            6.8
(5) Shut down of manufacturing in the Manchester,
      UK facility                                             --           0.5               3.5            4.0
(6) Exit from the Vision product line                         --           1.4               1.4            2.8
                                                          ------        ------            ------         ------
                                                          $ 18.2        $  5.5            $  4.9         $ 28.6
                                                          ======        ======            ======         ======
</TABLE>

The impact on the Company's cash flow of these non-recurring charges is as
follows (in millions):

<TABLE>
<CAPTION>
 Summary of Non-recurring Charges                      Timing of Cash Payments
-----------------------------------      ----------------------------------------------------------
                                         Actual      Actual       Forecast      Forecast
        Non                                Q2          Q3            Q4          Fiscal
 *     Cash      Cash      Total          1998        1998          1998          1999        Total
-----  ----      ----      -----         ------      ------       --------      --------      -----
<S>    <C>       <C>       <C>           <C>         <C>          <C>           <C>           <C>
(1)    $ 8.4    $   --     $  8.4        $   --      $   --        $   --        $   --       $  --
(2)      4.9        --        4.9            --          --            --            --          --
(3)       --       1.7        1.7           1.1          --            --           0.6         1.7
(4)      0.1       6.7        6.8           0.6         0.9           2.7           2.5         6.7
(5)      3.7       0.3        4.0            --          --           0.3            --         0.3
(6)      2.6       0.2        2.8            --         0.1           0.1            --         0.2
       -----    ------     ------        ------      ------         -----         -----       -----
       $19.7    $  8.9     $ 28.6        $  1.7      $  1.0         $ 3.1         $ 3.1       $ 8.9
       =====    ======     ======        ======      ======         =====         =====       =====
</TABLE>
*See description of non-recurring charges above.

(1)  On April 7, 1998, the Company acquired Industrial Computer Corporation, as
     is more fully disclosed in Note 4. An independent third-party appraisal
     company conducted a valuation of the intangible assets acquired and
     determined that $8.4 million of the purchase price represented purchased
     in-process technology that had not yet reached technological feasibility
     and had no alternative future use. Accordingly, an unusual charge of $8.4
     million was recorded in the second quarter of 1998.

(2)  In fiscal 1996, the Company purchased Test Technology Associates, Inc. and
     Testware, Inc. These companies provide custom test programming, test
     fixture integration and other value-added services to manufacturers and
     users of electronic products. Additionally, GenRad acquired certain assets
     of Field Oriented Engineering, AG in fiscal 1996, consisting primarily of
     the software program known as Tracs III(R), which is sold to electronic
     manufacturing systems customers. The excess purchase price over the net
     assets acquired for these acquisitions was recorded as long-term
     intangibles, primarily goodwill.

                                       8


<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 5: Restructuring, Impairment and Other Non-Recurring Charges (continued)

     The historical financial performance of these entities has continued to be
     less than anticipated and the businesses have been negatively impacted by
     the recent decline in the in-circuit test market. Due to these factors as
     well as certain management changes during the second quarter of 1998, the
     Company prepared revised projections of future net cash flows relating to
     these businesses, which indicated that the businesses would not generate
     sufficient net cash flows to realize the carrying value of the intangible
     assets. This analysis was performed in accordance with the provisions of
     SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets," and as
     a result, a $4.9 million non-recurring charge was recorded in the second
     quarter of 1998.

(3)  On July 2, 1998, the Company acquired the rights to certain diagnostic
     software for which technological feasibility had not been established. The
     software technology will be used in the diagnosis of increasingly complex
     mechatronic systems, in particular, in vehicle systems. The purchase price
     of $1.7 million was recorded as a non-recurring charge in the second
     quarter of 1998.

(4)  During the second and third quarters of 1998, the Company restructured its
     operations, which resulted in a workforce reduction of approximately 230
     employees or 15% of the Company's workforce. In accordance with EITF 94-3,
     "Liability Recognition for Certain Employee Termination Benefits and Other
     Costs to Exit an Activity", the Company will incur approximately $6.8
     million for severance costs, post-employment benefits, write-offs of
     certain fixed assets and for the termination fees of certain equipment and
     real estate leases.

(5)  In the third quarter of 1998, the Company shut down manufacturing at the
     Manchester, UK facility. Inventory totaling $3.5 million was written off to
     cost of product, which related to the discontinuance of certain Automotive
     Diagnostic Solutions ("ADS") products that were uneconomic to produce as
     well as the shut down of the ADS contract manufacturing business. The
     remainder of the unusual charge ($0.5 million) related to a workforce
     reduction of approximately 20 people and the write off of certain fixed
     assets used in ADS manufacturing.

(6)  The Company completed an in depth analysis of the hardware portion of the
     Vision product line in the third quarter of 1998. The decision to shut down
     this business was based upon the following: (i) the market for Vision
     equipment in PCB manufacturing is not as large as had been previously
     estimated, and (ii) the continued research and development investment
     required for the existing Vision product was not warranted given the
     resizing of the Vision market. The shut down of the Vision hardware product
     line resulted in non-recurring charges ($1.4 million) related to fixed
     asset write-offs. Additionally, non-recurring cost of products sold ($1.4
     million) were incurred related to the write-offs of inventory on hand,
     inventory purchase order cancellation charges and the write-off of prepaid
     royalties.

Note 6:  1997 Non-Qualified Employee Stock Option Plan

The Company has a 1997 Non-Qualified Employee Stock Option Plan for key
employees excluding directors and officers. On April 3, 1998 and October 23,
1998, respectively, the Board of Directors approved 1,250,000 and 250,000
additional shares for this plan. On October 23, 1998, there were 2,000,000
shares authorized for issuance under this plan. Options under this plan
generally vest over a four-year period and have a term of ten years.


                                       9

<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 7:  Contingencies

On April 28, 1998, the Company and James F. Lyons, President and Chief Executive
Officer were served with a lawsuit purported to be a class action suit on behalf
of persons who purchased Company stock in the open market over a specified
period of time. The lawsuit is entitled Duck Enterprises, LPV GenRad and James
F. Lyons, CA No. 98-10706-PBS, and was filed in the United States District Court
for the District of Massachusetts. The complaint seeks unspecified damages, as
well as costs and attorney's fees. The Company has reviewed the complaint and
believes that the allegations are without merit. The Company intends to
vigorously defend the suit and has notified its insurance carrier of the claim.
Due to the preliminary nature of the action, it is not possible at this time to
assess the outcome of the suit.

On May 27, 1998, William E. Gaines, William E. Masskaker, Frank B. Wingate and
Heritage Investment Limited Partnership ("the plaintiffs") filed a Demand for
Arbitration with the American Arbitration Association in Boston (No. 11 168
00247 98) against the Company, James F. Lyons and Paul Pronsky, Jr. The claims
arise out of the merger transaction between GenRad and ICC. The plaintiffs are
seeking damages of $13.6 million, plus interest charges and legal fees, based
upon the decline in the market price of GenRad's common stock subsequent to the
merger. The Company denies the allegations made in the Demand for Arbitration.
The Company intends to vigorously defend the claim and has notified its
insurance carrier. Due to the preliminary nature of the action, it is not
possible at this time to assess the outcome of the claim.

Note 8:  Line of Credit

The Company has a credit facility under which there were no borrowings
outstanding on October 3, 1998. The Company increased its credit facility to $50
million on July 16, 1998. Borrowings under the revised credit facility, which
expires on July 16, 2001, are subject to compliance with specified financial and
operating covenants. Interest is payable at the lesser of (i) the prime interest
rate, or (ii) under a LIBOR option, with borrowing spreads of LIBOR plus 0.75%
to LIBOR plus 1.50%. The unused commitment fee ranges from 0.25% to 0.50% based
upon the Company's financial performance.

Note 9:  Treasury Stock

On June 11, 1998, the Company announced that its Board of Directors had
authorized the Company to repurchase up to 2,500,000 shares of its common stock,
which represents approximately 8% of the then issued and outstanding shares of
common stock of the Corporation. At October 3, 1998, the Company had repurchased
approximately 773,000 shares of common stock for $10.9 million. The Company
accounts for its treasury stock utilizing the cost method.

Note 10: Impact of Recently Issued Accounting Pronouncement

In the first quarter of 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". This Statement
requires disclosure of comprehensive income and its components in interim and
annual reports. Total comprehensive income components included in stockholder's
equity include any changes in equity during a period that are not the result of
transactions with owners, including cumulative translation adjustments,
unrealized gains and losses on available-for-sale securities and minimum pension
liabilities. For the nine months ended October 3, 1998 and September 27, 1997,
comprehensive income items included in stockholders' equity consisted of
translation adjustments of ($0.8) million for each period.


                                       10


<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


Operating Results

Orders for the Company's products and services were $59.9 million and $166.8
million for the three months and nine months ended October 3, 1998,
respectively, as compared to $59.6 million and $177.8 million for the comparable
periods in 1997. The decrease in year to date 1998 orders occurred primarily in
Electronic Manufacturing Systems' ("EMS") GENEVA(R) product group and Automotive
Diagnostic Solutions ("ADS"); both product lines had unusually large multiple
orders in 1997 as compared to 1998. GR Software orders increased in the 1998
periods due to the acquisition of ICC in the second quarter of 1998 as well as a
$1.7 million software order recorded in the third quarter of 1998. Orders for
the 1998 periods increased in North America and decreased in both Europe and
Asia as compared to 1997.

Backlog at the end of the 1998 third quarter decreased to $23.1 million compared
to $24.9 million at year-end 1997 and $30.0 million at the end of the 1997 third
quarter. The Company believes that a substantial portion of the 1998 third
quarter backlog will be shipped prior to the end of fiscal 1998. Backlog
decreased in the third quarter of 1998 from the comparable 1997 quarter
primarily due to decreased orders in ADS and EMS (GENEVA), which was partially
offset by increased orders in GR Software. Third quarter 1998 backlog decreased
in both North America and Europe and increased in Asia as compared to the 1997
third quarter.

Net product and service sales increased to $60.6 million in the third quarter of
1998 from $58.9 million in the comparable 1997 period. Sales increased primarily
as a result of the acquisition of ICC in the second quarter of 1998. For the
nine months ended October 3, 1998, sales decreased to $168.6 million from $172.4
million in the comparable 1997 period. Sales declined in ADS, while increasing
in both EMS and GR Software. Sales increased in North America, which was more
than offset by decreases in both Europe and Asia.

Sales from international markets increased to 51.5% of total sales for the three
months ended October 3, 1998 from 45.8% of total sales in the comparable 1997
period due to increased international EMS and GR Software sales. Sales from
international markets remained constant at 52.7% of total sales for the nine
months ended October 3, 1998 and September 27, 1997. A decrease in European ADS
sales offset increased European EMS sales. Product and service revenues from
international markets are subject to the risk of currency fluctuations.

Product margins including unusual product costs were 38.3% and 48.2% for the
three months and nine months ended October 3, 1998, respectively, as compared to
58.7% and 55.3% for the comparable periods in 1997. Product margins excluding
unusual charges were 49.7% and 52.3% for the three and nine months ended October
3, 1998. The unusual product costs of $4.9 million recorded in the three months
ended October 3, 1998 related to the discontinuance of certain ADS product
offerings ($3.5 million) and the exit from the hardware portion of the Company's
Vision product line ($1.4 million). A greater proportion of sales from EMS
products and the inclusion of the sales of ICC favorably impacted product
margins, excluding unusual items, which typically have higher margins than ADS
sales. This was more than offset by lower than planned manufacturing levels,
which resulted in under absorption of manufacturing overhead. Management has
taken steps to eliminate the excess capacity in manufacturing by downsizing the
headcount to improve future product margins.

Service margins decreased to 45.6% and 42.0% for the three months and nine
months ended October 3, 1998, respectively, from 46.5% and 45.9% in the
comparable 1997 periods. The decrease in margins in the 1998 periods as compared
to 1997 is primarily due to service margin declines in ADS as a result of lower
margin contracts. This was partially offset by increased utilization in the EMS
service organization, primarily Board Test, and the favorable inclusion of ICC
margins commencing in the second quarter of 1998.

Selling, general and administrative expenses increased in the three and nine
month periods ended October 3, 1998 to $17.3 million and $53.2 million,
respectively, from $16.8 million and $50.3 million in the comparable periods in
1997. Expenses increased for the three and nine month periods in 1998 as
compared to 1997 due primarily to the inclusion of costs of ICC which was
acquired in the second quarter of 1998 as well as increased global selling and
support infrastructure costs. Marketing and overhead costs decreased in the 1998
periods as compared to 1997 due to the restructuring measures taken by the
Company in the second and third quarters of 1998. Management believes that the
full impact of these changes will be realized commencing in fiscal 1999.


                                       11
<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


Operating Results (continued)

Research and development expenses for the three and nine month periods ended
October 3, 1998 were $4.3 million and $14.6 million, respectively, as compared
to $4.9 million and $14.2 million in the comparable periods in 1997. As a
percentage of product and service sales, research and development expenses were
7.0% and 8.7% for the three and nine month periods ended October 3, 1998,
respectively, as compared to 8.4% and 8.2% in the comparable periods of 1997.
Including capitalized software development costs, research and development
expenses as a percentage of product and service sales were 9.9% and 10.9% for
the three and nine month periods ended October 3, 1998, respectively, as
compared to 8.6% and 8.3% in the comparable periods in 1997. The Company
continues to invest in new product development and enhancements to existing
products.

Net interest expense was $0.3 million and $0.6 million for the three and nine
month periods ended October 3, 1998, respectively, as compared to $0.2 million
in each of the comparable periods in 1997. The 1998 interest expense primarily
relates to the five year term loan entered into on June 26, 1997 that provided
approximately $12 million for the purchase of furniture and fixtures for the
Company's new corporate headquarters and manufacturing facilities in Westford,
Massachusetts.

A net income tax benefit of $7.5 million was recorded in the first quarter of
1998 as compared to $5.4 million in the comparable period in 1997. The tax
benefit represents a reduction in the Company's valuation allowance for deferred
taxes and was recorded due to management's expectations of future income and
expected utilization of the Company's domestic net operating loss carryforwards.

Income tax expense decreased to $0.8 million for the three months ended October
3, 1998 from $1.1 million in the comparable period in 1997. Excluding the
deferred tax benefits, the income tax provision was $0.2 million for the nine
months ended October 3, 1998 as compared to $2.6 million for the comparable
period in 1997. Income taxes decreased year to date 1998 as compared to 1997 due
to lower pre-tax income levels.

Acquisition of Industrial Computer Corporation
On April 7, 1998, GenRad acquired all of the then outstanding common shares of
Industrial Computer Corporation ("ICC"), a software company providing real-time
manufacturing execution systems to electronics manufacturers. ICC was
established in 1980 and is located in Atlanta, Georgia. The transaction was
accounted for as a purchase, and accordingly, the purchase price was allocated
to the assets acquired and liabilities assumed based on their respective fair
values. In connection with the acquisition of ICC, 1,237,917 shares of GenRad's
common stock were issued for all of the then outstanding shares of ICC in a
tax-free reorganization. Consideration for the acquisition of ICC totaled
approximately $36.6 million. Direct costs of the acquisition totaled
approximately $1.6 million and consisted primarily of legal fees, accounting
fees and broker fees. The results of ICC are included in the 1998 financial
statements beginning from the date of purchase.

The Securities and Exchange Commission ("SEC") has recently issued guidance
related to the valuation of acquired in-process research and development as set
forth in its letter dated September 9, 1998 from the Chief Accountant of the SEC
to the American Institute of Certified Public Accountants. The Company has
corresponded with the staff of the SEC ("the Staff") concerning the valuation of
the incomplete technology and other intangible assets and has implemented the
methodology. As a result of the application of the valuation methodology, the
purchase price was allocated to acquired in-process research and development,
developed technology, assembled workforce and tradename.

The valuation of acquired in-process research and development was based on
management's projections of the after tax net cash flows attributable to the
acquired in-process research and development. Specifically, the valuation
considers the following: (i) a fair market value premise; (ii) comprehensive due
diligence concerning all potential intangible assets including trademarks and
tradenames, patents, copyrights, non-compete agreements, assembled workforce and
customer relationships and sales channel relationships; (iii) the value
contribution of core technology to the acquired in-process technology, with a
view toward ensuring the relative allocations to core technology and acquired
in-process research and development were consistent with the relative
contributions of each to the final product; and (iv) the calculation used to
determine the value allocated to acquired in-process research and development
considered only the efforts completed as of the transaction date and only the
cash flow associated with the product development efforts in-process at the
acquisition date. The one time charge for acquired in-process research and
development relates to one development project in process at the date of the
acquisition that had not reached technological feasibility, had no alternative
future use, and for which ultimate successful development was uncertain. The
conclusion that the development efforts in-process, or any material
sub-component, had no alternative future use was reached in consultation with
engineering personnel from ICC as well as the Company's valuation advisors.

The in-process project consists of the development of ICC's existing UNIX based
product using an object oriented design and standard programming language which
will provide users of the product the ability to

                                       12
<PAGE>



                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Operating Results (continued)


use ICC's Shop Floor Data Manager (TM) ("SFDM") product on varied operating
platforms. The primary project tasks open at the time of acquisition included
completion of the design of certain modules, or objects, which will house the
program code, completion of program code written in the new language and
preliminary quality assurance and testing of the product. At the time of
acquisition, additional development remained on all tasks (management estimated
that the project was approximately 69% complete) and costs to complete were
estimated to total approximately $928,000. At the time of the acquisition,
management believed that the product being developed would become available for
sale late in fiscal 1999. GenRad will begin to benefit from the acquired
in-process research and development once completed product is sold. Failure to
reach successful completion of this project may result in impairment of the
associated capitalized intangible assets, i.e. goodwill and developed
technology, and/or may require the Company to accelerate the time period over
which the intangibles are being amortized, which may have a material adverse
effect on the Company's results of operations and financial condition.

Significant assumptions used to determine the value of the acquired in-process
research and development included several factors. The first was a forecast of
net cash flows that were expected to result from the in-process development
effort using projections prepared by ICC management, portions of which (1998 and
1999) were provided to GenRad's Board of Directors. Net cash flow projections
included projected revenue growth and trends in profit margins and selling,
general and administrative expenses that were consistent with recent historical
trends prior to the acquisition. Second, a percentage complete of 69% for the
project estimated by considering the costs invested to date relative to the
expected total cost of the development effort, supported by the amount of
technological progress completed as of the transaction date relative to the
overall technological achievements required to achieve the intended
functionality of the eventual product. The technological issues were addressed
primarily by engineering representatives from ICC along with the Company's
independent valuation advisors. Third, a 24% discount rate, which represents a
rate equivalent to that which would be employed in a fair value analysis, i.e.,
one that considers all cash flows associated with the project and resulting
product, and therefore represents a blended rate of all the risks associated
with the product. Lastly, a core technology charge reflected as one-third of
after tax net income related to the in-process project was utilized. This rate
represents an amount that the Company would be required to pay in royalties
assuming it had licensed the products expected to be derived from the acquired
in-process development efforts.

As of October 3, 1998, the technological feasibility of the project had not yet
been reached and no significant departures from the assumptions included in the
valuation analysis have occurred.


                                       13


<PAGE>



                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Acquisition of Manufacturing Execution Systems Business of Valstar Systems
   Limited
On April 9, 1998, GenRad acquired certain assets of the Manufacturing Execution
Systems ("MES") business of Valstar Systems Limited ("Valstar") located in
Aberdeen, Scotland. Valstar's MES component provides integration services and
support and distribution in Europe for ICC's Shop Floor Data Manager Software.

Total consideration paid for Valstar's MES business totaled $3.2 million in
cash, including acquisition costs, funded through internally generated funds. As
part of the acquisition, the Company entered into a two-year consulting and
services agreement with Valstar that includes securing certain Valstar personnel
and other resources to transition the business to GenRad. Of the $3.0 million
purchase price, $2.0 million was paid on April 9, 1998 and $1.0 million was
released from escrow on October 7, 1998 as certain contingencies were achieved.
Direct costs of the acquisition totaled approximately $0.2 million and consisted
primarily of legal and accounting fees.


                                       14


<PAGE>



                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Impairment loss
In fiscal 1996, the Company purchased TTA and Testware. These companies provide
custom test programming, test fixture integration and other value-added services
to manufacturers and users of electronic products. Additionally, GenRad acquired
certain assets of Field Oriented Engineering, AG in fiscal 1996, consisting
primarily of the software program known as TRACS (R) III, which is sold to
electronic manufacturing systems customers. The excess purchase price over the
net assets acquired for these acquisitions was recorded as long-term
intangibles, primarily goodwill.

The historical financial performance of these entities has continued to be less
than anticipated and the businesses have been negatively impacted by the recent
decline in the in-circuit test market. Due to these factors as well as certain
management changes during the second quarter of 1998, the Company prepared
revised projections of future net cash flows relating to these businesses, which
indicated that the businesses would not generate sufficient net cash flows to
realize the carrying value of the intangible assets. This analysis was performed
in accordance with the provisions of Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Assets to
be Disposed Of." As a result, a $4.9 million impairment loss, representing the
net book value of goodwill, was recorded during the second quarter of 1998 and
is included in the accompanying statement of operations for the nine months
ended October 3, 1998.

Acquired in-process diagnostic software
On July 2, 1998, the Company acquired the rights to certain diagnostic software
for which technological feasibility had not been established. The Company plans
to use acquired technology in the development and diagnosis of increasingly
complex mechatronic systems, particularly in vehicle systems. At the time of the
acquisition, the acquired technology had not yet reached technological
feasability, had no alternative future uses and, accordingly, the entire
purchase price was expensed. The total of $1.7 million is included in acquired
in-process research and development in the accompanying consolidated financial
statements for the nine months ended October 3, 1998.

Restructuring and other non-recurring charges

During the second and third quarters of 1998, the Company restructured its
operations, which resulted in a workforce reduction of approximately 230
employees or 15% of the Company's workforce. In accordance with EITF 94-3,
"Liability Recognition for Certain Employee Termination Benefits, and Other
Costs to Exit an Activity," the Company recorded a charge for restructuring
totaling approximately $6.8 (total of $3.2 million was recorded in the second
quarter) million for severance costs, post-employment benefits, write-offs of
certain fixed assets which will no longer be utilized and for the termination
fees of certain equipment and real estate leases.

During the third quarter of 1998, the Company ceased its manufacturing
operations at its Manchester, UK facility. Inventory related to the manufacture
of certain ADS products and the cessation of ADS' contract manufacturing
business totaling $3.5 million was charged to cost of products. In addition,
restructuring charges totaling approximately $0.5 million were recorded related
to a workforce reduction of


                                       15


<PAGE>



                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Restructuring and other non-recurring charges (continued)

approximately 20 people and certain fixed assets which will no longer be
utilized and will be disposed of in 1999.

During the third quarter, the Company completed an in depth analysis of the
hardware portion of the Vision product line resulting in a decision to exit this
business. This decision was based upon the following: (i) the market for Vision
equipment in PCB manufacturing was not as large as had been previously
estimated, and (ii) the continued research and development investment required
for the existing Vision product was not warranted given the resizing of the
Vision market. Exiting the Vision hardware product line resulted in charges
totaling $2.8 million related to fixed assets which will no longer be utilized
and were disposed of in 1998 and certain excess inventory, inventory purchase
commitments and prepaid royalties. Of the total of $2.8 million, $1.4 million is
recorded in costs of products and $1.4 million is recorded as restructuring
charges in the accompanying consolidated financial statements for the three and
nine months ended October 3, 1998.

As of October 3, 1998, the Company had made cash payments totaling approximately
$2.7 million related to restructuring charges recorded in 1998. The Company
expects to make cash payments totaling approximately $3.1 million in the fourth
quarter of 1998 and approximately $3.1 million in fiscal 1999.

As a result of the above, the Company reported a net loss of $3.9 million for
three months and $6.9 million for the nine months ended October 3, 1998, as
compared to net income of $9.6 million and $29.2 million, respectively, for the
comparable periods in 1997.

Liquidity and Sources of Capital

Cash and equivalents at the end of the third quarter of 1998 totaled $8.0
million as compared to $21.9 million at year-end 1997 and $22.6 million at the
end of the 1997 third quarter. The Company's current ratio decreased to 3.0 at
the end of the third quarter of 1998, as compared to 3.6 at year-end 1997 and
3.5 at the end of the 1997 third quarter. Excluding the accrued unusual charge
of $6.3 million, the current ratio was 3.6 at the end of the 1998 third quarter.

Cash provided by operating activities was $15.0 million in the third quarter of
1998. The net loss of $6.9 million for the nine months ended October 3, 1998
included a $7.5 million non-cash benefit resulting from the deferred tax asset
that was recorded in the first quarter of 1998 and $19.7 million of
non-recurring non-cash charges. The decrease in accounts receivable provided
cash of $6.6 million as a result of significant collections during 1998.
Increases in inventory used cash of $6.8 million primarily as a result of work
in process for the Ford WDS project. Accrued liabilities increased $7.2 million
due primarily from the accrued unusual charges of $6.3 million related to the
1998 restructuring efforts. The remaining other current liabilities decreased
$7.2 million as a result of the timing of payments to employees and vendors.

During the nine months ended October 3, 1998, $12.3 million of cash was used for
the purchase of property, plant and equipment. Capital expenditures were
primarily for equipment used in manufacturing and in research and development as
well as the implementation of the Company's new business system. The purchase of
ICC and MES in the second quarter of 1998 used cash of $3.1 million. Investments
in intangible assets of $3.4 million were primarily for capitalized software.


                                       16

<PAGE>



                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


Liquidity and Sources of Capital (continued)

The issuance of stock under the Company's employee stock plans provided cash of
$4.2 million for the nine months ended October 3, 1998, while the purchase of
treasury stock used $10.9 million of cash.

The Company's primary source of liquidity is internally generated funds. The
Company also has an existing unsecured line of credit up to $50 million, against
which there were no borrowings outstanding on October 3, 1998. Borrowings under
the credit facility are subject to compliance with specified financial and
operating covenants. The credit facility expires on July 16, 2001. The Company
also has a five year term loan which provided approximately $12 million for the
purchase of furniture and fixtures for the Company's new corporate headquarters
and manufacturing facilities in Westford, Massachusetts. The principal of the
loan is repayable in twenty equal quarterly payments of $0.6 million to be paid
through the second quarter of 2002. Interest is payable quarterly in arrears at
LIBOR plus 1.25%.

The Company anticipates that for the remainder of fiscal 1998 it will fund its
working capital and capital expenditure requirements and meet its cash
obligations from internally generated funds and from the available credit
facility. The Company expects to make cash payments of approximately $3.1
million in the fourth quarter of fiscal 1998 and $3.1 million in fiscal 1999 in
connection with the unusual charges, previously described. The Company also
plans to continue its stock repurchase plan.

The Company buys and sells foreign currencies using forward contracts intended
to hedge payables and receivables denominated in foreign currencies. The Company
primarily operates in U.S. dollars and European currencies. At October 3, 1998,
the Company had forward exchange contracts to sell approximately $34.5 million
of foreign currencies.

Inflation during the periods presented did not have a significant effect on the
operations of the Company. The Company attempts to mitigate inflationary cost
increases by continuously improving manufacturing methods and technologies.


Forward-Looking Statements

This Quarterly Report contains certain forward-looking statements, as such,
these statements are subject to risks and uncertainties. The Company's actual
results of operations and future financial conditions may differ materially from
those expressed in any such forward-looking statements as a result of many
factors that may be beyond the Company's control. Factors that might cause such
differences are identified in this Quarterly Report and include, but are not
limited to, those discussed below. Factors that may cause results to differ
materially from those projected are also discussed in the Company's 1997 Annual
Report on Form 10K for the fiscal year ended January 3, 1998.


Factors That May Affect Future Results

While the Company's sales cycle varies substantially from customer to customer,
a high percentage of the Company's revenues are expected to be realized in the
third month of each fiscal quarter. The Company's backlog at the beginning of a
quarter will not generally be large enough to assure that it will meet its
revenue targets for any particular quarter. In addition, the Company's operating
expenses are based on expected future revenue and are relatively fixed for the
short term. Accordingly, the Company's quarterly results may be difficult to
predict until late in the quarter and a shortfall in shipments or contract
orders at the end of any particular quarter may cause the results for that
quarter to fall short of anticipated levels.


                                       17

<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


Factors That May Affect Future Results (continued)

The market for the Company's products is characterized by rapid technological
change, an increased demand for specific feature requests by customers, evolving
industry standards, and frequent new product introductions. The introduction of
products embodying new technology or the emergence of new industry standards or
practices could render the Company's existing products obsolete or otherwise
unmarketable. Future operating results are dependent upon the Company's ability
to develop, design, manufacture and market technologically innovative products
that meet customer needs.

Competition in the markets where the Company operates is intense. The Company
continues to invest in manufacturing productivity to try to minimize the impact
of competitive pricing pressures, fluctuations within the Company's product mix,
potential inventory obsolescence exposure and start-up manufacturing costs for
new product introductions.

The Company is dependent upon a number of suppliers for several key components
of its products. The loss of certain of the Company's suppliers, supply
shortages or increases in the costs of key raw materials could have a material
adverse effect on the Company.

The Company is subject to various legal proceedings and claims related to
products, contracts, employees and other matters that arise in the ordinary
course of business. An adverse result beyond the Company's current insurance
coverage could have a material adverse effect on the Company's financial
condition, results of operations and liquidity.

Other factors which could impact future results are past and future
acquisitions, strategic alliances, patent or product liability claims in excess
of available insurance coverage, changes in the Company's effective tax rates,
new regulatory requirements, political and economic changes, tariffs, trade
restrictions, transportation delays, foreign currency fluctuations and
inflation.

The Company disclaims any intent or obligation to update any forward-looking
statements that may be included in this report. Additionally, there can be no
assurance that other factors, not included above, could impact future results.


Factor That May Affect Future Results:  The Year 2000 Issue

Many computer systems and other equipment with embedded chips or processors use
only two digits to represent the year. Consequently, they may be unable to
process accurately certain dates before, during and after the year 2000. As a
result, entities are at risk for possible miscalculations or system failures
causing disruptions in their operations. GenRad has and continues to evaluate
its operations to assess modifications needed for this issue. A full time
project manager position was established in 1998 to address the Year 2000 issue.

GenRad has a comprehensive worldwide program that is intended to identify and
remediate potential material problems related to the Year 2000 in its products,
information systems, infrastructure and manufacturing facilities. The work plan
established involves the following phases:

o    Inventory GenRad products, assets, facilities and manufacturing and
     business processes.

o    Assess the risk associated with that inventory.

o    Remediate business systems impacted by Year 2000 issues.

o    Identify and communicate to customers those products (a) that will be Year
     2000 compliant, (b) that have a remediation path to make those products
     Year 2000 compliant and (c) that have no remediation path and will not be
     Year 2000 compliant.

o    Test and document all of the above that must be or are represented to be
     compliant.


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<PAGE>


                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


Factor That May Affect Future Results:  Year 2000 Issue (continued)

A number of inventory reviews have been completed and will continue to be
updated in the future. Software and hardware, as well as tools to test, age and
evaluate data, have been acquired, are being installed and are being utilized
for the Year 2000 compliance work plan. Test plans for items identified as
critical are either being deployed or currently being developed.

Prior to addressing the Year 2000 issue, GenRad had decided to replace all of
its business system software. GenRad is replacing its worldwide business systems
with systems that use programs primarily from SAP America, Inc. ("SAP"). SAP has
advised GenRad that its programs are Year 2000 compliant. The SAP costs will be
capitalized in accordance with SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". The financial system
replacement is scheduled for completion in the first quarter of 1999, while the
manufacturing, materials, order entry and service portions are scheduled for
completion in the third quarter of 1999. As a contingency, the existing business
systems have been remediated and are in the process of being tested.

With respect to GenRad products, the Company is in the process of designing and
executing scripted tests that will determine the impact of the Year 2000 on each
currently manufactured GenRad product. GenRad will treat any Year 2000 issue
discovered during this process, if any, as an important product maintenance
issue and shall make reasonable efforts to provide available fixes to all
worldwide GenRad customers. The status in regards to the Year 2000 compliance
issue of each product manufactured by GenRad is posted on the Company's home
page at the following web address: http://www.genrad.com.

GenRad has initiated formal communications with all significant external
interfaces and suppliers to determine the extent to which GenRad is vulnerable
to third party failures to remediate their own potential Year 2000 problems. A
failure of these parties to adequately address their Year 2000 issues could
adversely affect the Company's operations. This process is scheduled for
completion by July of 1999 and will be evaluated in the context of GenRad's
contingency plans.

Costs incurred to date for the Year 2000 issue were approximately $200,000 with
estimated future costs of $300,000. The costs were and will continue to be
funded through internally generated resources and expensed as incurred in
accordance with EITF 96-14, "Accounting For the Costs Associated with Modifying
Computer Software for the Year 2000". Management believes that Year 2000 issues
will be addressed in a manner that will prevent such issues from having a
material adverse effect on GenRad results of operations, liquidity or financial
condition. There can be no assurance that management will be successful in
addressing all Year 2000 issues. If management is not, the Company's operating
results and financial condition could be materially and adversely impacted. Year
2000 contingency plans, as necessary, are scheduled to be incorporated into the
previously established Year 2000 Plan during fiscal 1999.


Impact of Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board issued Statement No. 131, "Disclosure
about Segments of an Enterprise and Related Information". This Statement
requires an enterprise to report financial and descriptive information about its
reportable operating income. Operating segments are components that are
evaluated regularly by chief operating decision makers in deciding how to
allocate resources and in assessing performance. This Statement requires a
business enterprise to report a measure of segment profit or loss, certain
specific revenue and expense items (including interest, depreciation, and income
taxes), and segment assets. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
The Financial Accounting Standards Board issued Statement No. 132,


                                       19

<PAGE>



                          GENRAD, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


Impact of Recently Issued Accounting Pronouncements (continued)

"Employers' Disclosure about Pensions and Other Post-retirement Benefits". This
statement revises employer's disclosures about pensions and other
post-retirement plans. The Statement does not change the measurement or
recognition of those types of plans. These Statements are required to be adopted
in the Company's fiscal year-end 1998. These statements will not affect the
Company's consolidated financial position or results of operations as they
impact disclosure only.

On June 15, 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This Statement is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999 (January 1, 2000 for
the Company) and requires that all derivative instruments be recorded on the
balance sheet at their fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, the type of hedge transaction. The Company is currently
determining the impact that the adoption of this Statement will have on its
earnings or statement of financial position.



                                       20

<PAGE>



                           PART II. OTHER INFORMATION

Item 1. Legal Proceeding

On April 28, 1998, the Company and James F. Lyons, President and Chief Executive
Officer were served with a lawsuit purported to be a class action suit on behalf
of persons who purchased Company stock in the open market over a specified
period of time. The lawsuit is entitled Duck Enterprises, LPV GenRad and James
                                        --------------------------------------
F. Lyons, CA No. 98-10706-PBS, and was filed in the United States District Court
--------
for the District of Massachusetts. The complaint seeks unspecified damages, as
well as costs and attorney's fees. The Company has reviewed the complaint and
believes that the allegations are without merit. The Company intends to
vigorously defend the suit and has notified its insurance carrier of the claim.
Due to the preliminary nature of the action, it is not possible at this time to
assess the outcome of the suit.

On May 27, 1998, William E. Gaines, William E. Masskaker, Frank B. Wingate and
Heritage Investment Limited Partnership ("the plaintiffs") filed a Demand for
Arbitration with the American Arbitration Association in Boston (No. 11 168
00247 98) against the Company, James F. Lyons and Paul Pronsky, Jr. The claims
arise out of the merger transaction between GenRad and ICC. The plaintiffs are
seeking damages of $13.6 million, plus interest charges and legal fees, based
upon the decline in the market price of GenRad's common stock subsequent to the
merger. The Company denies the allegations made in the Demand for Arbitration.
The Company intends to vigorously defend the claim and has notified its
insurance carrier. Due to the preliminary nature of the action, it is not
possible at this time to assess the outcome of the claim.

Item 6. Exhibits and Reports on Form 8-K

(a)(3)  The following Exhibits are filed:

          10.  Amended and restated revolving credit agreement dated July 16,
               1998 between GenRad, Inc. and BankBoston, N.A., incorporated
               by reference to Exhibit 10 to the Company's report on Form 10-Q
               for the quarter ended July 4, 1998.

          10.1 Agreement and Plan of Merger dated April 7, 1998 by and among
               GenRad, Inc., Industrial Computer Corporation, Frank B. Wingate,
               William E. Massaker, William E. Gaines and Heritage Investment
               Limited Partnership, incorporated by reference to the Company's
               Registrations Statement on Form S-3 (File No. 333-57251).

          11.  Statement re: Computation of Earnings Per Share.

          27.  Financial Data Schedule.

(b) There were no reports on Form 8-K filed during the quarter ended October 3,
    1998.



                                       21

<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.



                                   GenRad, Inc.


                                   By: /s/ Walter A. Shephard
                                       -------------------------------------
                                           Walter A. Shephard
                                           Vice President,
                                           Chief Financial Officer and Secretary




Date:  November 16, 1998




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