<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 March 28, 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 March 28, 1997
                              12,220,000

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

ITEM 1.  FINANCIAL STATEMENTS

PACIFIC SCIENTIFIC COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands)
-----------------------------------------------------------------
                                        MARCH 28,     DECEMBER 27,
                                          1997            1996
                                      ------------    ------------
                                       (unaudited)
ASSETS
------
CURRENT ASSETS:
  Cash ..............................    $  1,753       $  2,986
  Trade receivables (less allowance
    for doubtful accounts of $1,095
    and $1,063, respectively) .......      52,427         52,971
  Inventories, lower of cost
  (principally average) or market:
    Finished goods ..................       7,357          7,599
    Work-in-progress ................      17,265         16,658
    Raw materials and purchased parts      27,590         25,125
  Deferred income taxes .............       9,986          7,023
    Net assets held for disposition .         477          9,856
    Other current assets ............       1,736          1,081
                                      ------------    ------------
      Total Current Assets ..........     118,591        123,299
                                      ------------    ------------
PROPERTY, AT COST:
  Land and buildings ................      18,088         13,503
  Machinery and equipment ...........     101,934        103,835
                                      ------------    ------------
    Total Property ..................     120,022        117,338
  Less accumulated depreciation .....      69,220         67,931
                                      ------------    ------------
    Net Property ....................      50,802         49,407
                                      ------------    ------------
RESTRICTED CASH .....................       6,184          6,171
NOTE RECEIVABLE .....................         844            844
NOTES, PATENTS AND OTHER ............       9,232          9,253
EXCESS OF COST OVER NET ASSETS ACQUIRED    37,582         38,354
                                      ------------    ------------
  TOTAL ASSETS ......................    $223,235       $227,328
                                      ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable ..................     $20,806        $18,318
  Accrued employee
    compensation & benefits .........       4,705          5,406
  Reserve for discontinued
    Solium operation ................       9,814              0
  Other current liabilities .........       3,683          8,061
                                      ------------    ------------
    Total Current Liabilities .......      39,008         31,785
                                      ------------    ------------
BANK BORROWING ......................      59,537         60,509
CONVERTIBLE SUBORDINATED DEBENTURES .      16,974         16,974
INDUSTRIAL DEVELOPMENT BONDS ........       5,625          5,625
OTHER LONG-TERM LIABILITIES .........       6,158          5,625
                                      ------------    ------------
STOCKHOLDERS' EQUITY:
  Common stock, $1 par value ........      12,220         12,195
  Additional paid-in-capital ........       4,560          4,394
  Currency translation adjustment ...        (150)          (282)
  Retained earnings .................      79,303         90,503
                                      ------------    ------------
    Total Stockholders' Equity ......      95,933        106,810
                                      ------------    ------------
  TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY ..............    $223,235       $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
                                            -----------------------
                                            MARCH 28,     MARCH 29,
                                              1997          1996  
CONTINUING OPERATIONS                       ---------     ---------
---------------------
SALES:
  Electrical Equipment ...................   $56,548       $55,126
  Safety Equipment........................    15,916        18,916
                                            ---------     ---------
    Total Sales ..........................    72,464        74,042
COST OF SALES ............................    49,286        49,924
                                            ---------     ---------
  Gross Profit ...........................    23,178        24,118
                                            ---------     ---------
EXPENSES:
  Selling and marketing ..................     7,644         7,880
  General and administration .............     7,618         6,915
  Research and development ...............     3,257         3,517
                                            ---------     ---------
    Total Expenses .......................    18,519        18,312
                                            ---------     ---------
  OPERATING INCOME .......................     4,659         5,806
INTEREST AND OTHER (Net) .................      (539)         (814)
                                            ---------     ---------
  INCOME BEFORE INCOME TAX PROVISION .....     4,120         4,992
INCOME TAX PROVISION .....................    (1,402)       (1,897)
                                            ---------     ---------
  INCOME FROM CONTINUING OPERATIONS ......     2,718         3,095
                                            ---------     ---------
DISCONTINUED OPERATIONS
-----------------------
LOSS FROM OPERATIONS OF
DISCONTINUED SOLIUM SUBSIDIARY
  (Less Income Tax Benefit of $974
  and $738 for 1997 and 1996, respectively)   (1,523)       (1,204)
LOSS ON DISPOSAL OF SOLIUM SUBSIDIARY
  (Less Income Tax Benefit of $7,363) ....   (12,040)            0
                                            ---------     ---------

  LOSS FROM DISCONTINUED OPERATIONS ......   (13,563)       (1,204)

NET (LOSS) INCOME ........................  ($10,845)       $1,891
                                            =========     =========
EARNINGS PER SHARE
------------------
  Continuing Operations ..................     $0.22         $0.25
  Discontinued Operations ................     (1.10)        (0.10)
                                            ---------     ---------
      Total ..............................    ($0.88)        $0.15
                                            =========     =========

COMMON AND EQUIVALENT SHARES OUTSTANDING   12,389,000    12,589,000
CASH DIVIDENDS PER COMMON SHARE ..........     $0.03         $0.03 
                                            =========     =========

-------------------------------------------------------------------
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)
-------------------------------------------------------------------
                                          THREE MONTHS ENDED
                                     ------------------------------
                                        MARCH 28,       MARCH 29,
                                          1997            1996
                                       -----------     -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income .................... ($10,845)        $ 1,891
  Adjustments to reconcile net income to
  net cash provided (used) by continuing
  operations:
    Depreciation and amortization ......    3,084           2,555
    Gain on disposal of equipment ......       47              71
  Deferred income taxes ................   (2,963)              0
  Changes in assets and liabilities:
    Receivables ........................      544          (1,736)
    Inventories ........................   (2,830)           (982)
    Net assets held for disposition ....    9,379               0
    Other assets .......................      125           1,487 
    Accounts payable and
      accrued liabilities ..............    1,786            (906)
    Reserve for disposal of
    discontinued operations ............    9,814               0
    Other liabilities ..................   (3,845)         (3,737)
                                       -----------     -----------
    Net cash provided (used)
    by operating activities ............    4,295          (1,357)
                                       -----------     -----------
------------------------------------------------------------------
  Net cash provided (used)
  by continuing operations .............    5,570            (232)
  Net cash provided (used)
  by discontinued operations ....... ...   (1,274)         (1,125)
------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of plant and equipment .....   (4,515)         (5,983)
  Decrease in short-term investments ...        0          (1,443)
                                       -----------     -----------
    Net cash used by
    investing activities ...............   (4,515)         (7,426)
                                       -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of short-term
    borrowings and debt ................        0           5,127 
  Repayment of long-term
    borrowings and debt ................     (972)           (532)
  Cash dividends on common stock .......     (366)           (364)
  Issuances of common stock ............      192             963
                                       -----------     -----------
    Net cash provided (used)
    by financing activities ............   (1,146)          5,194
                                       -----------     -----------

EFFECT OF EXCHANGE RATE CHANGES ........      132             (52)
                                       -----------     -----------
NET DECREASE IN CASH ...................   (1,233)         (3,641)

CASH AND CASH EQUIVALENTS,
Beginning of Period ....................    2,986           6,123
                                       -----------     -----------
CASH AND CASH EQUIVALENTS,
End of Period ..........................  $ 1,753         $ 2,482
                                       ===========      ==========


------------------------------------------------------------------
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, these condensed
consolidated financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to present
fairly the Company's consolidated financial position, results of
operations and cash flows.  These interim condensed consolidated
financial statements should be read in conjunction with the
disclosures contained herein and with the consolidated financial
statements and notes thereto included in 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 will 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 Form 8-K report filed on April 21, 1997, and incorporated
herein by reference.


3)   EARNINGS PER SHARE

Earnings per common and common equivalent share were computed by
dividing net income 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.


                                 - 5 -
<PAGE>
PART I (Continued)
ITEM 1.   FINANCIAL STATEMENTS (Continued)

PACIFIC SCIENTIFIC COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3)   EARNINGS PER SHARE (Continued)
                                         For the Three Months Ended
                                         --------------------------
                                         MARCH 28,        MARCH 29,
PRIMARY                                    1997             1996
-------                                  ---------       ----------

AVERAGE NUMBER OF SHARES OUTSTANDING     12,205,000      12,110,000

AVERAGE NUMBER OF SHARES
ASSUMING EXERCISE OF DILUTIVE
EMPLOYEE STOCK OPTIONS                      184,000         479,000

COMMON AND COMMON EQUIVALENT SHARES      12,389,000      12,589,000
-------------------------------------------------------------------
FULLY DILUTED
-------------
AVERAGE NUMBER OF SHARES OUTSTANDING     12,205,000      12,110,000

AVERAGE NUMBER OF SHARES
ASSUMING EXERCISE OF DILUTIVE
EMPLOYEE STOCK OPTIONS                      184,000         447,000

COMMON AND COMMON EQUIVALENT SHARES      12,389,000      12,557,000
-------------------------------------------------------------------
NOTES:
------
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 first 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
FIRST QUARTER 1997 vs. FIRST QUARTER 1996

Continuing Operations
---------------------
Net sales from continuing operations were $72,464,000 in the first
quarter of 1997, a 2% or $1,578,000 decline in sales from the same
period in the prior year.  First quarter sales in the Electrical
Equipment segment were $56,548,000, a 3% or $1,422,000 increase
over the same period of the prior year.  The sales from the Safety
Equipment segment were $15,916,000, a 16% or $3,000,000 decrease
compared to the same period of the prior year.

Gross margin on sales decreased $940,000 to 32.0% of sales in the
first quarter of 1997 from 32.6% in the prior year.  The lower
gross margin was the result of product mix and lower sales.

Sales and marketing expenses increased as a percent of sales to
10.9% in the first quarter of 1997, as compared to 10.6% in the
same period of the prior year.  This increase of 0.3% is due to
fixed marketing expense being allocated over a smaller sales base.

General and administration expenses were 10.5% of sales in the
first quarter of 1997, compared to 9.3% of sales in the prior year.

Expenses were higher in the first quarter of 1997 due to expenses
of the new management information system.  Also 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.

Research and development expenses were equal to 4.5% of sales in
the first quarter of 1997, as compared to 4.8% in the prior year
period.  This level of expense reflects a continued emphasis on new
product development.  R&D expenses for the Electrical Equipment
segment were 5.1% of sales and 2.0% for the Safety Equipment
segment.

Interest and other (net) decreased $275,000 in the current quarter
compared to the first quarter of 1997, due primarily to $508,000
allocated to the discontinued Solium operation, as compared to
$265,000 in the prior year period.  The increase in interest
allocated to Solium was based on higher intercompany debt at
Solium, as compared to prior year.  The average rate of interest
paid on the bank debt during the first quarter of 1997 was 5.9%,
compared to 6.1% in 1996.

Income before taxes decreased $872,000 from the prior year period,
primarily due to lower sales of the Safety Equipment segment and
lower gross margins in the Electrical Equipment segment due to the
product mix.

The effective blended tax rate for the total of continuing and
discontinued operations in the first quarter of 1997 was 39% as
compared to 38% in the same quarter of 1996.  For continuing
operations, the tax rate in the first quarter was 34%, due to
allocating the recapture of certain tax credits to discontinued
operations.  The tax credits were related to capital equipment
investments in the Solium subsidiary.  The effective tax rate for
the entire year of 1997 is expected to be 39%.

Net income per share for the first quarter of 1997 was 22 cents as
compared to 25 cents in the prior year.  The adjusted weighted-
average shares for the first quarter of 1997 were 12,389,000 as
compared to 12,589,000 in the prior year period.  The difference is
incremental shares resulting mainly from stock options that were
"in the money" in 1996, due to the higher average stock price in
the first quarter of 1996 as compared to 1997.  The increase in
shares outstanding, from 12,146,000 as of March 29, 1996 to
12,200,000 as of March 27, 1997, is the result of the exercise of
stock options.

                                 - 7 -
<PAGE>
PART I (Continued)
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Total orders received in the first quarter of 1997 were
$81,048,000, up 14% from the prior year period, and the backlog at
the end of the quarter was $104,750,000.  Orders for the Electrical
Equipment segment during the first quarter totaled $60,459,000,
down 2%, while orders for the Safety Equipment segment totaled
$20,589,000, up 30% as compared to the same quarter of the prior
year.

Discontinued Operations
-----------------------
On April 9, 1997, the Company announced that it will seek a
strategic buyer for its Solium technology and equipment, and phase
out the Solium subsidiary.  As a result, the Company is reporting
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 does not have
the market and industry position to achieve sufficient success in
the near term.

In light of the reclassification, the first quarter of 1997 and
prior corresponding period have been restated to separately present
continuing operations, Solium's past operations and the
discontinuance charge.  Solium operations in the first quarter 1997
incurred an after tax loss of $1,523,000 compared with a loss from
Solium operations of $1,204,000 in the first quarter of 1996.

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.  As
of the date of this filing, no negotiations are underway which
would result in transferring the Solium product line to another
company.  The outcome of any negotiations concerning the
disposition of Solium and the specific date for such disposition
cannot be determined at this time.

Loss From Discontinuance of Solium Subsidiary:   The loss from the
discontinuance of the Solium subsidiary is summarized as follows:

Estimated loss on disposal of net assets ............ $12,919,000 
Estimated operating loss through
  the expected date of disposal .....................   6,484,000 
Income tax benefit ..................................  (7,363,000)
                                                      ------------
  Estimated loss on disposal ........................ $12,040,000 

Operations Of The Discontinued Solium Subsidiary:   The operating
results of the discontinued Solium subsidiary are summarized as
follows:
                                        THREE MONTHS ENDED
                                 --------------------------------
                                 March 28, 1997    March 29, 1996 
                                 --------------    --------------

Sales ........................        $315,000         $652,000
Loss before income taxes .....      (2,497,000)      (1,942,000)
Income tax benefit ...........         974,000          738,000
  Net Income .................     ($1,523,000)     ($1,204,000)

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

                                 - 8 -
<PAGE>
PART I (Continued)
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL POSITION AND LIQUIDITY

Debt less cash and restricted cash was $74,199,000 at the end of
the first three months in 1997 as compared to $53,079,000 in the
same period of the prior year.  The main reason for the increased
debt was the cash required for fixed assets purchases, working
capital and operational losses at Solium.

Net cash flow provided by operating activities was $4,296,000 in
the first three months of 1997 as compared to $1,357,000 used in
the same period of the prior year.  The total effect on "net cash
provided by operating activities," due to the operations and
discontinuance of Solium in the first quarter of 1997, was as
follows:

  Loss from discontinued operations ..............  (1,523,000)
  Loss on disposal of discontinued operations .... (12,040,000)
  Deferred income tax ............................  (2,963,000)
  Net assets held for sale .......................   9,379,000
  Reserve for disposal of discontinued operations    9,814,000
                                                   ------------
    Total ........................................   2,667,000 

Depreciation and amortization increased due to additional assets
placed in service during the first quarter of 1997.  Receivables
decreased during the quarter, resulting in a source of cash. 
Inventories increased within the Safety Equipment segment due to a
customer request to temporarily delay shipments and preparation for
an increase in the shipping rate at the start of the second
quarter.  Purchase of plant and equipment totaled $4,515,000 in the
first quarter of 1997 as compared to $5,983,000 in the prior year.

During the first quarter of 1997, debt was reduced by $972,000 and
cash declined by $1,233,000.

The Company's working capital was $83,584,000 on March 28, 1997 for
a current ratio of 3.4:1.

As of March 27, 1997, the Company had approximately $9,000,000 of
outstanding foreign exchange contracts in which foreign currencies
could be sold.  These contracts serve to hedge foreign currency
exposures.

At the end of the first quarter of 1997, the Company had unused
lines of credit of $8,000,000.

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.

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, seasonality in
product purchasers, changes in foreign exchange rates and others.

                                 - 9 -
<PAGE>
PART I (Continued)
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL POSITION AND LIQUIDITY (Continued)

These factors and others, including the outcome of the legal
proceedings discussed in Part II, Item 1 of this report, 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.



PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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.  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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's 1997 Annual Meeting of Stockholders was held on April
16, 1997, for the purpose of electing a Board of Directors of six
members for the ensuing year and ratify the selection of Deloitte
& Touche LLP as the Company's independent public accountants for
1997.  The meeting was attended by approximately 88% of the
stockholders in person or by proxy.  The results of the stockholder
vote were as follows:

    NOMINEE                      VOTES FOR             WITHHELD 
    -------                      ---------             --------
    Walter F. Beran              10,067,707            622,333
    Ralph O. Briscoe ..........  10,101,277  ........  588,763
    Lester Hill ...............  10,123,017  ........  567,023
    Ralph D. Ketchum ..........  10,073,092  ........  616,948
    William A. Preston ........  10,108,569  ........  581,471
    Millard H. Pryor, Jr. .....  10,077,112  ........  612,928

                                - 10 -
<PAGE>
PART II - OTHER INFORMATION (Continued)

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF
          SECURITY HOLDERS (Continued)

The ratification of Deloitte & Touche LLP as public accountants for
1997 was approved with 10,608,841 affirmative votes, 53,593 votes
against and 27,606 abstained and unvoted votes.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:
---------------
10.1  Employment Agreement with Lester Hill
10.2  Stock Option Agreement with Lester Hill
10.3  Deferred Contribution Plan Agreement with Lester Hill

(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.


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/   Richard V. Plat               Date:   May 9, 1997    
   -------------------------------              -----------------
   Richard V. Plat
   Executive Vice President
   and Secretary





EXHIBITS
--------
10.1  Employment Agreement with Lester Hill
10.2  Stock Option Agreement with Lester Hill
10.3  Deferred Contribution Plan Agreement with Lester Hill

                                - 11 -
<PAGE>