<PAGE>
          UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
----------------------------------------------------------------
                               FORM 10-Q

  /X/   Quarterly Report Pursuant to Section 13 or 15(d) of the
        Securities Exchange Act of 1934

        For the quarterly period ended June 27, 1997, 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 1-7744
                     -----------------------------

                      PACIFIC SCIENTIFIC COMPANY
        (Exact name of Registrant as specified in its charter)

                              94-0744970
                       (IRS Employer ID Number)

                               CALIFORNIA
  (State or other jurisdiction of incorporation or organization)

                  620 Newport Center Drive, Suite 700
                       Newport Beach, California
               (Address of principal executive offices)

                                 92660
                              (Zip Code)

                             714/720-1714
         (Registrant's telephone number, including area code)

                            NOT APPLICABLE
                (Former name, address and fiscal year,
                     if changed since last report)

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 outstanding of the Registrant's common stock
                         as of June 27, 1997
                              12,220,417

                                 CLASS
                     Common Stock, $1.00 par value
---------------------------------------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

PACIFIC SCIENTIFIC COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands)
--------------------------------------------------------------------------
                                             JUNE 27,         DECEMBER 27,
                                               1997              1996
                                           -------------     -------------
                                            (unaudited)

ASSETS
------
CURRENT ASSETS:
    Cash...................................   $  3,526          $  2,986
    Trade receivables (less allowance
      for doubtful accounts of $1,189
      and $1,095, respectively) ...........     51,651            52,971
    Inventories, lower of cost
      (principally average) or market:
        Finished goods ....................      8,304             7,599
        Work-in-progress ..................     17,797            16,658
        Raw materials and purchased parts .     28,500            25,125
    Deferred income taxes .................      9,986             7,023
    Net assets held for disposition .......      1,522             9,856
    Other current assets ..................      3,053             1,081
                                             -----------       -----------
      Total Current Assets ................    124,339           123,299
                                             -----------       -----------
PROPERTY AT COST:
    Land and buildings ....................     17,889            17,612
    Machinery and equipment ...............    103,747            99,726
                                             -----------       -----------
      Total Property ......................    121,636           117,338
    Less accumulated depreciation .........     71,483            67,931
                                             -----------       -----------
      Net Property ........................     50,153            49,407
                                             -----------       -----------
RESTRICTED CASH ...........................          0             6,171
NOTES, PATENTS AND OTHER ..................      9,959            10,097
EXCESS OF COST OVER NET ASSETS ACQUIRED ...     37,467            38,354
                                             -----------       -----------
    TOTAL ASSETS ..........................   $221,918          $227,328
                                             ===========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
    Accounts payable ......................   $ 19,559          $ 18,318
    Accrued employee compensation & benefits     5,344             5,406
    Reserve for discontinued Solium operation    8,639                 0
    Other current liabilities .............      7,064             8,061
                                             -----------       -----------
      Total Current Liabilities ...........     40,606            31,785
                                             -----------       -----------
BANK BORROWING ............................     59,648            60,509
CONVERTIBLE SUBORDINATED DEBENTURES .......     16,974            16,974
INDUSTRIAL DEVELOPMENT BONDS ..............          0             5,625
OTHER LONG-TERM LIABILITIES ...............      5,767             5,625
                                             -----------       -----------
STOCKHOLDERS' EQUITY:
    Common stock, $1 par value ............     12,220            12,195
    Additional paid-in-capital ............      4,560             4,394
    Currency translation adjustment .......        130              (282)
    Retained earnings .....................     82,013            90,503
                                             -----------       -----------
      Total Stockholders' Equity ..........     98,923           106,810
                                             -----------       -----------
    TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY ..................   $221,918          $227,328
                                             ===========       ===========


--------------------------------------------------------------------------
The accompanying notes to consolidated financial statements are an
integral part of this statement.


                              - 2 -
<PAGE>
PART I (Continued)

ITEM 1.   FINANCIAL STATEMENTS

PACIFIC SCIENTIFIC COMPANY
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(in thousands, except per share amounts)
--------------------------------------------------------------------------

                                  QUARTER ENDED          SIX MONTHS ENDED 
                              --------------------    --------------------
                               JUNE 27,   JUNE 28,     JUNE 27,   JUNE 28,
                                 1997       1996         1997       1996
                              ---------  ---------    ---------  ---------

SALES:
  Electrical Equipment ......  $61,067    $55,411     $117,615   $110,537
  Safety Equipment...........   17,536     16,763       33,452     35,679
                              ---------  ---------    ---------  ---------
    Total Sales .............   78,603     72,174      151,067    146,216
COST OF SALES ...............   52,838     48,202      102,124     98,126
                              ---------  ---------    ---------  ---------
  Gross Profit ..............   25,765     23,972       48,943     48,090
                              ---------  ---------    ---------  ---------
EXPENSES:
  Selling and administration    16,411     15,642       31,673     30,437
  Research and development ..    3,628      3,748        6,885      7,265
                              ---------  ---------    ---------  ---------
    Total Expenses ..........   20,039     19,390       38,558     37,702
                              ---------  ---------    ---------  ---------
OPERATING INCOME ............    5,726      4,582       10,385     10,388

INTEREST AND OTHER (Net) ....     (663)      (654)      (1,202)    (1,468)
                              ---------  ---------    ---------  ---------
INCOME BEFORE INCOME TAXES ..    5,063      3,928        9,183      8,920

INCOME TAXES ................   (1,975)    (1,522)      (3,377)    (3,419)
                              ---------  ---------    ---------  ---------
  INCOME FROM
  CONTINUING OPERATIONS .....    3,088      2,406        5,806      5,501

LOSS FROM
DISCONTINUED OPERATION ......        0     (6,144)     (13,563)    (7,348)

  NET INCOME (LOSS) .........  $ 3,088    ($3,738)     ($7,757)   ($1,847)
                              =========  =========    =========  =========

EARNINGS (LOSS) PER SHARE
    Continued Operations ....    $0.25      $0.19        $0.47      $0.44
    Discontinued Operations .        0      (0.49)       (1.09)     (0.59)
                              ---------  ---------    ---------  ---------
      Total .................    $0.25     ($0.30)      ($0.62)    ($0.15)
                              =========  =========    =========  =========

CASH DIVIDENDS
PER COMMON SHARE ............    $0.03      $0.03        $0.06      $0.06 
                              =========  =========    =========  =========

COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING   12,428     12,527       12,407     12,558

--------------------------------------------------------------------------
The accompanying notes to consolidated financial statements are an
integral part of this statement.

                                - 3 -
<PAGE>
PART I (Continued)

ITEM 1.  FINANCIAL STATEMENTS

PACIFIC SCIENTIFIC COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
--------------------------------------------------------------------------

                                                 SIX MONTHS ENDED
                                         --------------------------------
                                           JUNE 27,           JUNE 28,   
                                             1997               1996
                                         -------------      -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss) ........................      ($7,757)           ($1,847)
    Adjustments to reconcile net income
    to net cash provided (used) by
    continuing operations:
      Depreciation and amortization ...        6,021              5,328
      Gain on disposal of equipment ...            0                157
    Deferred income taxes .............       (2,963)                 0
    Changes in assets and liabilities:
      Receivables .....................        1,320              3,789 
      Inventories .....................       (5,219)               344 
      Net assets held for disposition .        8,334               (482)
      Other assets ....................         (947)               370
      Accounts payable and
        accrued liabilities ...........        1,179             (3,344)
      Reserve for disposal of
        discontinued operations .......        8,639              1,002
      Other liabilities ...............         (997)            (4,770)
                                         -------------      -------------
    Net cash provided (used)
    by operating activities ...........        7,610                547
-------------------------------------------------------------------------
    Net cash provided (used)
    by continuing operations ..........       10,139              3,210

    Net cash provided (used)
    by discontinued operations ........       (2,529)            (2,663)
-------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of plant and equipment ..       (6,767)           (10,545)
    Decrease (increase)
      in restricted cash ..............        6,171                (29)
                                         -------------      -------------
    Net cash provided (used)
      from investing activities .......         (596)           (10,574)
                                         -------------      -------------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of bank borrowings ......         (861)           (14,873)
    Repayment of other borrowings .....       (5,483)            22,744
    Cash dividends on common stock ....         (733)              (729)
    Issuances of common stock .........          191              1,233
                                         -------------      -------------
    Net cash provided (used)
      from financing activities .......       (6,886)             8,375
                                         -------------      -------------

EFFECT OF EXCHANGE RATE CHANGES .......          412               (124)

NET INCREASE (DECREASE) IN CASH .......          540             (1,776)

CASH, Beginning of Period .............        2,986              6,123
                                         -------------      -------------
CASH, End of Period ...................      $ 3,526            $ 4,347
                                         =============      =============


--------------------------------------------------------------------------
The accompanying notes to consolidated financial statements are an
integral part of this statement.


                                 - 4 -
<PAGE>
PART I (Continued)
ITEM 1.   FINANCIAL STATEMENTS (Continued)

PACIFIC SCIENTIFIC COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1)   INTERIM ACCOUNTING POLICY

The unaudited interim condensed consolidated financial
statements presented herein have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted
accounting principles.  In the opinion of management, the
unaudited consolidated financial statements, included herein,
contain all adjustments necessary to present fairly the
Company's and its consolidated subsidiaries' financial condition
at June 27, 1997, and the results of operations and cash flows
for the six-month periods ended June 27, 1997 and June 28, 1996. 
Certain costs and expenses are assigned to the periods presented
so that the interim periods bear a reasonable portion of the
anticipated annual amount.  Included among these are estimated
amounts for inventory adjustments, performance bonuses, employee
fringe benefits and income taxes.  The results of operations for
interim periods are not necessarily indicative of the results to
be expected for the full year.  See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for
additional information.  These interim financial statements
should be read in conjunction with the Company's audited
financial statements and notes thereto incorporated by reference
to the Company's Annual Report on Form 10-K for the year ended
December 27, 1996.


2)    DISCONTINUED OPERATION

On April 9, 1997, the Company announced that it would seek a
strategic buyer for its Solium technology and equipment, and
phase-out of the Solium subsidiary.  The Solium subsidiary has
been accounted for in the financial statements presented herein
as a discontinued operation in accordance with APB 30, which
among other provisions, expects the plan of disposal to be
carried out within one year.  The details concerning the
discontinuance are provided in the Company's Form 8-K Report
filed with the Securities and Exchange Commission on April 21,
1997, and incorporated herein by reference.



                             - 5 -
<PAGE>
PART I (Continued)

ITEM 1.   FINANCIAL STATEMENTS (Continued)

PACIFIC SCIENTIFIC COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3)   EARNINGS PER SHARE

Earnings per common and common equivalent shares were computed
by dividing net income (loss) by the weighted average number of
common and common equivalent shares outstanding during each
period.  Common equivalent shares consist of the estimated
number of shares issuable upon exercise of dilutive stock
options reduced by the number of common shares assumed to have
been reacquired with the proceeds from exercise of the options.

                    FOR THE THREE MONTHS ENDED    FOR THE SIX MONTHS ENDED
                    --------------------------    ------------------------
                      JUNE 27,      JUNE 28,       JUNE 27,      JUNE 28,
                        1997          1996           1997          1996
                     ----------    ----------     ----------    ----------
PRIMARY
-------

ACTUAL NUMBER OF
SHARES OUTSTANDING   12,220,417    12,160,018     12,212,655    12,134,850

AVERAGE NUMBER
OF SHARES ASSUMING
EXERCISE OF
DILUTIVE EMPLOYEE
STOCK OPTIONS           207,716       366,574        194,682       422,759

COMMON AND COMMON
EQUIVALENT SHARES    12,428,133    12,526,592     12,407,337    12,557,609
                     ==========    ==========     ==========    ==========
--------------------------------------------------------------------------

FULLY DILUTED
-------------

ACTUAL NUMBER OF
SHARES OUTSTANDING   12,220,417    12,160,018     12,212,655    12,134,850

AVERAGE NUMBER
OF SHARES ASSUMING
EXERCISE OF
DILUTIVE EMPLOYEE
STOCK OPTIONS           221,539       366,612        201,655       364,899

COMMON AND COMMON
EQUIVALENT SHARES    12,441,956    12,526,630     12,414,310    12,499,749
                     ==========    ==========     ==========    ==========

--------------------------------------------------------------------------
1)   The Company has outstanding convertible subordinated
     debentures issued April 26, 1983.  Inclusion of these
     debentures would be antidilutive and, accordingly, they
     have been excluded from the above totals for the periods.

2)   The Company will adopt FASB 128, Earnings Per Share, as
     required, after December 15, 1997.  Had the Company
     adopted FASB 128 during the second quarter of 1997, there
     would have been no material change in earnings per share.


4)   RECLASSIFICATIONS

The 1996 financial statements have been reclassified to reflect
the decision to discontinue the Solium subsidiary and to conform
to the 1997 financial statement presentation.


                              - 6 -
<PAGE>
PART I (Continued)

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

RESULTS OF OPERATIONS
SECOND QUARTER 1997 vs. SECOND QUARTER 1996

This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Act of 1934, as
amended.  The Company intends that such statements shall be
protected by the safe harbors provided for in such sections.

Such statements are subject to risks and uncertainties that
could cause actual results to vary materially from those
projected in the forward-looking statements.  The Company may
experience significant fluctuations in future operating results
due to a number of economic, competitive and other factors,
including, among other things, the size and timing of customer
orders, changes in laws, new or increased competition, delays in
new products, changes in market demand, market acceptance of new
products, seasonally in product purchasers, changes in foreign
exchange rates and others.

These factors and others, including the outcome of certain legal
proceedings pending against the Company, could cause operating
results to vary significantly from those in prior periods, and
those projected in forward-looking statements.  Additional
information with respect to these and other factors that could
materially affect the Company and its operations are included in
the Company's filings with the Securities and Exchange
Commission and are incorporated herein.

Net sales from continuing operations were $78.6 million in the
second quarter of 1997, a 9% increase over the same period in
the prior year.  Second quarter sales in the Electrical
Equipment segment increased by 10% due primarily to a 20%
increase in sales for commercial electric motors and controls. 
The sales from the Safety Equipment segment increased by 5%
resulting from a strong demand for equipment used in commercial
aircraft, which offset a decline in sales to the defense
industry.  In 1996, sales from U.S. defense contracts were 10%
of total Company sales, and this percentage is expected to
continue to decline during the remainder of 1997.

Gross margin on sales was 32.8% in the second quarter of 1997
compared to 33.2% in the prior year.  This decline resulted
primarily from a recently completed fixed price contract for an
automation system.


                              - 7 -
<PAGE>
PART I (Continued)

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

RESULTS OF OPERATIONS
SECOND QUARTER 1997 vs. SECOND QUARTER 1996 (Continued)

Selling, general and administrative expenses were 20.9% of sales
in the second quarter of 1997, compared to 21.7% of sales in the
prior year.  The decline in selling and administrative expense,
as a percentage of sales, reflects the effect of the increase in
sales.  Actual SD&A expenses increased from $15.6 million to
$16.4 million.

Research and development expenses represented 4.6% of sales
compared to 5.2% in the prior year.  The decline in R&D expense,
as a percentage of total sales, was due to economies resulting
from the consolidation of certain engineering functions within
the Electrical Equipment segment.

Net interest and other expenses were nearly unchanged between
the second quarter of 1997 and the same period in the prior
year.  Interest expenses in 1996 have been reallocated between
continuing and discontinued operations to be consistent with the
method being used in 1997.

Income before taxes increased in the second quarter of 1997 by
29%. This increase is primarily a result of the 9% increase in
sales and a reduction of operating expenses as a percentage of
sales.  Income before tax equaled 6.4% of sales in the just
completed quarter as compared to 5.4% in the same period of the
prior year.

The effective tax rate for the second quarter of 1997 is 39.0%
of pretax income from continuing operations as compared to 38.7%
in the same quarter of the prior year.  The expected annual
blended tax rate for the year of 1997 is 39.0%.

Earnings per share from continuing operations in the second
quarter of 1997 were 25 cents as compared to 19 cents of income
in the prior year. The adjusted weighted-average shares for the
second quarter of 1997 were 12,428,000 as compared to 12,527,000
in the same period of the prior year.  The difference in
incremental shares resulted mainly from a decrease in the number
of stock options that were "in the money's" in 1997, due to the
lower average stock price during the second quarter of 1997 as
compared to 1996 and additional stock options that were issued
in the first six months of 1997 which were dilutive.  The
increase in shares outstanding, from 12,171,000 as of June 28,
1996 to 12,221,000 as of June 27, 1997, is the result of the
exercise of stock options.


                           - 8 -
<PAGE>
PART I (Continued)

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

RESULTS OF OPERATIONS
SECOND QUARTER 1997 vs. SECOND QUARTER 1996 (Continued)

Total orders received for continuing operations in the second
quarter of 1997 were $77.3 million, up from $74.5 million in the
prior year, and the backlog at the end of the quarter was $104.1
million compared to $104.8 million in the prior year.  Orders
for the Electrical Equipment segment during the second quarter
totaled $59.7 million, while orders for the Safety Equipment
segment totaled $17.6 million.


FIRST HALF OF 1997 vs. FIRST HALF OF 1996

Continuing Operations
---------------------

Net sales from continuing operations were $151.1 million in the
first half of 1997, a 3% increase in sales over the same period
in the prior year.  First half 1997 sales in the Electrical
Equipment segment were $117.6 million up 6% and sales in the
Safety Equipment segment were $33.5 million, a decrease of 6%. 
The decrease in Safety Equipment is accounted for mainly by
reduced sales under U.S. defense contracts.

Gross margin on sales decreased to 32.4% of sales in the first
half of 1997 from 32.9% in the prior year.  The lower gross
margin is explained by lower first quarter sales, product mix
and a recently completed fixed price contract for an automation
system.

Selling, general and administrative expenses were 21.0% of sales
in the first half of 1997, compared to 20.8% of sales in the
prior year.  Included in the first quarter of 1997 expenses was
a charge of $264,000 to retire $5.6 million of industrial
revenue bonds, representing a write-off of the remaining
unamortized expenses involved in the issuance of the bonds. 
Excluding this one-time expense, selling, general and
administrative expense in the first half of 1997 would have been
20.8% of sales, the same as in the prior year.

Research and development expenses were 4.6% of sales in the
first half of 1997 as compared to 5.0% in the same period in the
prior year.  The decline in R&D expense was due to economies
resulting from the consolidation of certain engineering
functions within the Electrical Equipment segment.  R&D expenses
equal 5.2% of sales in the Electrical Equipment segment and 2.4%
of sales in the Safety Equipment segment.


                             - 9 -
<PAGE>
PART I (Continued)

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

FIRST HALF OF 1997 vs. FIRST HALF OF 1996 (Continued)

Continuing Operations (Continued)
---------------------------------
Net interest and other expenses decreased $266,000 in the first
half of 1997 compared to the same period in 1996.  The amount of
total Company borrowing was slightly lower in 1997 as compared
to 1996 and the combined interest rate was slightly higher in
1997 than in the prior year.  More interest expense was
allocated to discontinued operations in 1997 as compared to the
prior year due to the continued investment in Solium, which
occurred in the second half of 1996.

Income before taxes from continuing operations remained at 6.1%
of sales in the first half of 1996 and 1997.  In the first
quarter of 1997 income before tax was 5.7% of sales and was 6.4%
in the just completed second quarter.

The estimated annual blended tax rate for 1997 is 39.0% as
compared to the effective tax rate of 38.3% used in the first
half of 1996.

Net income per share from continuing operations for the first
half of 1997 was 47 cents as compared to 44 cents in the prior
year.  The adjusted weighted-average shares for the first half
of 1997 were 12,407,000 as compared to 12,558,000 in the same
prior year period.  The difference is incremental shares
resulted mainly from a decrease in the number of stock options
that were "in the money's" in 1997, due to the lower average
stock price during the first half of 1997 as compared to 1996
and additional stock options that were issued in the first half
of 1997 which were dilutive.

Total orders received for continuing operations in the first
half of 1997 were $158.3 million as compared to $154.1 million
in the same period of the proceeding year.  Orders for the
Electrical Equipment segment during the first half totaled
$118.9 million, while orders for the Safety Equipment segment
totaled $39.4 million.

Discontinued Operations
-----------------------
On April 9, 1997, the Company announced that it would seek a
strategic buyer for its Solium technology and equipment, and
phase out the Solium subsidiary.  As a result, the Company has
reported a charge of $12,040,000, net of taxes, on the disposal
of Solium and Solium has been reclassified as a discontinued
operation.  The decision was made after the Company concluded
that it did not have the market and industry position to achieve
sufficient success in the near term.

                            - 10 -
<PAGE>
PART I (Continued)

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

FIRST HALF OF 1997 vs. FIRST HALF OF 1996 (Continued)

Discontinued Operations (Continued)
-----------------------------------

In light of the reclassification, the first quarter of 1997 and
the first half of 1996 have been restated to separately present
Solium's past operations, restructuring expense in June of 1996
and the discontinuance charge in March of 1997. 

The Solium subsidiary has been accounted for as a discontinued
operation in accordance with APB 30, which among other
provisions, expects the plan of disposal to be carried out
within one year.  The outcome of any negotiations concerning the
disposition of Solium and the specific date for such disposition
cannot be determined at this time.

The loss from discontinued operations of $13.6 million in the
first quarter of 1997 is composed of $12.1 million of estimated
loss on disposal of assets and a loss of $1.5 million from
operations in the first quarter of 1997.  No further operational
losses from Solium are anticipated.

The ultimate financial impact of the disposal of the Solium
subsidiary could differ from management's estimate.

Net Loss
--------

The net loss for the first half of 1997 of $7.8 million is
composed of $5.8 million of income from continuing operations
and a loss of $13.6 million from discontinued operations.


FINANCIAL POSITION AND LIQUIDITY

The Company's current ratio on June 27, 1997 was 3:1 and working
capital was $83.7 million.

Net income from continuing operations plus depreciation and
amortization was $11.8 million in the first six half of 1997 as
compared to $10.8 million for the same period in the prior year.

Trade receivables were 57 days at the end of the second quarter
of 1997 as compared to 55 days in the prior year.  Inventory
turns were 4.2 times per year as of June 27,1997 as compared
with 3.9 times at the same point in the prior year.

                            - 11 -
<PAGE>
PART I (Continued)

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

FINANCIAL POSITION AND LIQUIDITY (Continued)

Restricted cash of $6.2 million as of the end of the first
quarter of 1997 was used to retire $5.6 million of Industrial
Revenue Bonds, which reduced the Company's long-term debt. 
Accounts payable increased as a result of increased purchasing
to support a higher level of sales activity.

Cash used for the purchase of plant and equipment decreased to
$6.8 million in the first half of 1997 as compared to the
purchase of $10.5 million in the same period of the proceeding
year.  The principal difference is the $3.1 million of new
software and hardware purchased in the first half of 1996 to
update the Company's management information systems and $1.7
million of capital equipment for the Solium operation purchased
during the same period.

Debt less cash was $73.1 million on June 27, 1997, a $0.9
million decrease since the beginning of the year. At the end of
the first half of 1997, the Company had unused credit lines of
$9.8 million and outstanding borrowings under its credit
facility of $59.6 million.  The average rate of interest on bank
borrowing during the first half of both 1997 and 1996 was 6.0%

As of June 27, 1997, the Company had approximately $4.2 million
of outstanding foreign exchange contracts in which foreign
currencies could be sold.  These contracts serve to hedge
foreign currency exposures.

The cash to be expended in the discontinuance of the Solium
subsidiary is not expected to adversely affect the Company's
ability to finance operations and fund planned capital
expenditures.  Additionally, the Company believes that
internally generated funds plus the existing lines of credit
will meet all cash requirements foreseeable at this time.


PART II   OTHER INFORMATION
ITEM 1.   LEGAL PROCEEDINGS

As previously reported by the Company in its 1996 Form 10-K and
its Form 10-Q for the quarter ended March 28, 1997, the Company
is a co-defendant, with certain of its past and present
officers, in actions filed in October 1996 in the United States
District Court for the Central District of California by certain
shareholders of the Company's common stock and an individual who
purchased the Company's 7-3/4% convertible subordinated
debentures, due 2003.  A motion for class certification has been
granted in both complaints and the cases have been consolidated.

                             - 12 -
<PAGE>
PART II   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS (Continued)

The Company and its past and present officers are also co-
defendants in an action filed in December 1996 in Orange County
Superior Court by prior shareholders of Met One, Inc.  All the
complaints allege that the Company made false and misleading
statements regarding the Company and its Solium subsidiary.  In
addition, the Superior Court action includes allegations
concerning the Company's HYT subsidiary.

These actions, in aggregate, seek compensatory damages of
approximately $98 million plus legal fees.  The Superior Court
action also seeks punitive damages plus rescission of the sale
of Met One as remedies.  The Company believes the allegations
made are without merit and, in any event, the purported damages
are greatly overstated.  The Company intends to vigorously
pursue its defense, and it has submitted claims to its insurers
in connection with the defense of these lawsuits.  The
management, at this time, is not able to determine the eventual
disposition of these matters.  However, in all matters of
litigation, an unfavorable outcome could have an adverse effect
on the Company's consolidated results of operations in the
period in which that matter is resolved.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits
 3.1   Bylaws, as amended
10.1   Employment Agreement with David L. Schlotterbeck
10.2   Nonstatutory Stock Option Agreement with
          David L. Schlotterbeck
10.3   Employment Agreement with Winston E. Hickman
10.4   Nonstatutory Stock Option Agreement with
          Winston E. Hickman
27.0   Financial Data Schedule

(b)    Reports on Form 8-K
A report on Form 8-K, dated April 9, 1997, disclosing the
Company's announcement regarding Solium was filed with the
Securities and Exchange Commission on April 21, 1997.







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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


PACIFIC SCIENTIFIC COMPANY, Registrant


By: /s/ Winston E. Hickman              Date:  August 11, 1997
    ----------------------                     ---------------
    Winston E. Hickman
    Senior Vice President




EXHIBITS
--------
 3.1   Bylaws, as amended
10.1   Employment Agreement with David L. Schlotterbeck
10.2   Nonstatutory Stock Option Agreement with
          David L. Schlotterbeck
10.3   Employment Agreement with Winston E. Hickman
10.4   Nonstatutory Stock Option Agreement with
          Winston E. Hickman
27.0   Financial Data Schedule






                            - 14 -
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