FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                    (Mark One)

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

For the quarterly period ended  March 31, 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 0-20227

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

         Delaware                          	74-2618088
(State or other jurisdiction of	        	(I.R.S. Employer
 incorporation or organization)	       	Identification No.)

               	  6500 Tracor Lane, Austin, Texas
                        	 78725-2000
            	(Address of principal executive offices)
                        	(Zip Code)

                       	 512/926 2800
       	(Registrant's telephone number, including area code)

                             	N/A
	(Former name, former address and former 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 _____

	APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
	PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

	Indicate by check mark whether the registrant has filed all 
documents and reports required to be filed by Sections 12, 13 or 15(d) 
of the Securities Exchange Act of 1934 subsequent to the distribution 
of securities under a plan confirmed by a court.
Yes      		No

	APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common stock 24,799,541 shares

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
<CAPTION>
                              TRACOR
                CONDENSED CONSOLIDATED BALANCE SHEETS
<S>                                       <C>                <C>
                                              March 31,        December 31,
                                                1997               1996
                                              --------         ------------
                                            (Unaudited)         (Audited)
                                           (in thousands, except share data)

                                 ASSETS   
Current assets:
   Cash and cash equivalents                   $    760         $ 36,758
   Accounts receivable                          233,238          222,899
   Inventories                                   14,031           12,456
   Assets held for sale                           3,530            3,530
   Prepaid expenses and other                    19,504           15,792
   Restricted cash                               10,250            1,750
   Deferred income taxes                         26,829           26,829
                                               --------         --------
      Total current assets                      308,142          320,014
Property, plant, and equipment, net             117,922          117,463
Goodwill, net                                   233,522          236,047
Other intangibles, net                           11,798           12,947
Restricted cash                                  21,594           30,094
Prepaid pension costs                            12,603           14,980
Deferred charges and other assets                10,611           13,409
                                               --------         --------
Total assets                                   $716,192         $744,954
                                               ========         ========

                LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued liabilities    $154,920         $154,872
   Current portion of long-term debt             10,819           24,712
                                               --------         --------
      Total current liabilities                 165,739          179,584
Long-term debt, less current portion            278,971          292,172

Deferred revenue                                 13,248           15,625
Other long-term liabilities                      34,621           34,656

Shareholders' equity:
   Preferred stock, par value $.01 per 
     share: 1,000,000 shares authorized;
     no shares issued or outstanding                 -                -
   Common stock, par value $.01 per 
     share: 53,000,000 shares authorized;
     shares issued and outstanding: 
     24,797,141 net of 6,092 shares in
     treasury in 1997 and 24,754,303 net 
     of 3,411 shares in treasury in 1996            247              247
   Additional capital paid in                   126,256          125,839
   Retained earnings                             97,110           96,831
                                               --------         --------
        Total shareholders' equity              223,613          222,917
                                               --------         --------
Total liabilities and shareholders' equity     $716,192         $744,954
                                               ========         ========

See notes to unaudited condensed consolidated financial statements.
</TABLE>

                                   TRACOR
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)
<TABLE>
<S>                                                      <C>        <C>
                                                           Three Months Ended
                                                               March 31,
                                                           ------------------
                                                           1997          1996
                                                           ----          ----
                                                         (in thousands, except
                                                           per share amounts)

Net sales                                                $297,464    $229,047
Cost of sales                                             239,643     182,338
                                                         --------    --------
   Gross profit                                            57,821      46,709
Selling, administrative, and general expenses              31,706      27,262
                                                         --------    --------
   Earnings before interest, income taxes, 
    and extraordinary loss                                 26,115      19,447
Interest expense, net                                       6,952       5,683
                                                         --------    --------
   Income before income taxes and extraordinary loss      19,163      13,764
Income taxes                                                8,899       6,103
                                                         --------    --------
   Income before extraordinary loss                        10,264       7,661
Extraordinary loss from early extinguishment
   of debt, net of income tax benefit of $7,084             9,985          - 
                                                         --------    --------
Net income                                               $    279    $  7,661
                                                         ========    ========

Net income per common and common equivalent share:
    Income before extraordinary loss                         $.38        $.32
    Extraordinary loss                                       (.37)         -
                                                             ----        ----
    Net income                                               $.01        $.32
                                                             ====        ====
</TABLE>
See notes to unaudited condensed consolidated financial statements.


                                TRACOR
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Unaudited)
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                         --------------------
                                                         1997            1996
                                                         ----            ----
                                                           (in thousands)
<S>                                                     <C>         <C>
Operating activities:
   Net income                                            $   279     $  7,661
   Adjustments to reconcile net income to net
      cash provided by (used in) operating activities:
         Extraordinary loss from early extinguishment of 
          debt, net of income tax benefit                  9,985           -
         Depreciation of property, plant, and equipment    4,603        3,807
         Amortization of goodwill                          2,279        1,122
         Amortization of other intangibles                 1,216        1,410
         Decrease in prepaid pension costs                 2,377        2,238
         Decrease in debt issuance costs                     711          629
         Decrease in deferred revenue                     (2,377)      (2,238)
         Changes in operating assets and liabilities:
            (Increase) decrease in accounts receivable   (10,339)         137
            Increase in inventories and prepaid expenses  (3,217)      (6,398)
            Increase (decrease) in accounts payable 
             and accrued expenses                          5,224       (8,312)
            Increase (decrease) in other, net                251         (202)
                                                        --------     --------
      Net cash provided by (used in) 
       operating activities                               10,992         (146)
Investing activities:
   Purchases of property, plant, and equipment            (5,271)      (2,754)
   Acquisition of business, net of cash acquired            (465)    (103,058)
                                                        --------     --------
      Net cash used in investing activities               (5,736)    (105,812)
Financing activities:
   Payments of long-term debt                           (318,102)     (84,287)
   Proceeds from issuance of long-term debt              291,005      180,000
   Payment of premium to retire long-term debt            (7,512)          -
   Payment of debt issuance costs                         (6,645)      (5,041)
                                                        --------     --------
      Net cash provided by (used in)
       financing activities                              (41,254)      90,672
                                                        --------     --------
      Decrease in cash and 
       cash equivalents                                  (35,998)     (15,286)
Cash and cash equivalents at beginning of period          36,758       59,478
                                                        --------     --------
Cash and cash equivalents at end of period              $    760     $ 44,192
                                                        ========     ========

See notes to unaudited condensed consolidated financial statements.


TRACOR

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997

Note A -- Basis of Presentation

The accompanying unaudited condensed consolidated financial statements 
of Tracor, Inc. (Tracor or the Company) have been prepared in 
accordance with generally accepted accounting principles for interim 
financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X.  Accordingly, they do not include all of 
the information and notes required by generally accepted accounting 
principles for complete financial statements.  In the opinion of 
management, all adjustments, consisting of normal recurring items, 
considered necessary for a fair presentation have been included.  
Operating results for the three months ended March 31, 1997, are not 
necessarily indicative of the results that may be expected for the 
year ending December 31, 1997.  For further information, refer to the 
Company's consolidated financial statements and notes thereto included 
in the Company's Annual Report on Form 10-K as of December 31, 1996.

Note B -- Income Taxes

The effective income tax rate for the three months ended March 31, 
1997, is based on the expected annual rate for federal, state, and 
foreign income taxes.

Note C -- Net Income Per Common and Common Equivalent Share

For the first quarter of 1997, primary and fully diluted net income 
per share amounts are computed in accordance with the treasury stock 
method using the weighted average common shares outstanding and 
equivalents assuming the exercise of all outstanding warrants and 
options for common shares.  

In the prior year, both primary and fully diluted net income per share 
amounts were computed using the modified treasury stock method using 
the weighted average common shares outstanding and equivalents 
assuming the exercise of all outstanding warrants and options for 
common shares.  For purposes of net income per share computations, net 
income is adjusted for the pro forma reduction of interest expense, 
net of investment income (where applicable) and income taxes, 
resulting from the assumed use of warrant and option proceeds to 
reduce outstanding debt.

The weighted average common and common equivalent shares used in the 
fully diluted calculation were 26,767,000 and 24,878,000 for the three 
months ended March 31, 1997 and 1996, respectively.  For both periods 
presented, the primary and fully diluted net income per share 
calculations yielded the same amount.

   Recently Issued Accounting Standards

In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, Earnings Per Share, which is required to be adopted 
for financial statements issued for periods ending after December 15, 
1997.  At that time, the Company will be required to change the method 
currently used to compute earnings per share and to restate all prior 
periods.  Under the new requirements, the presentation of primary 
earnings per share is replaced with a presentation of basic earnings 
per share, the calculation of which excludes the dilutive effect of 
common stock equivalents.  The impact is expected to result in a basic 
earnings per share before extraordinary loss for the first quarter 
ended March 31, 1997 and 1996 of $.41 and $.54, respectively, or an 
increase of $.03 and $.22, respectively, over the presently disclosed 
primary earnings per share.  There is no impact on the fully diluted 
earnings per share calculation for the quarter ended March 31, 1997; 
however, the impact of Statement No. 128 on the quarter ended 
March 31, 1996, is an increase of $.02.

Note D -- Long-term Debt

On February 14, 1997, Tracor commenced a tender offer to purchase for 
cash up to the entire outstanding principal amount of its 10 7/8% 
Senior Subordinated Notes due 2001 (Old Notes) and a related 
solicitation of consents to modify certain other terms of the 
indentures under which the Old Notes were issued.  On February 17, 
1997, the Company also commenced a private placement offering 
(Offering) of $250 million aggregate principal amount of 8 1/2% Senior 
Subordinated Notes due 2007 (New Notes).  The Offering was conditioned 
upon receipt of consents and tenders representing at least a majority 
in aggregate principal amount of Old Notes outstanding.  On March 14, 
1997, Tracor consummated the tender offer and purchased for cash 
$112,891,000 of Old Notes.  Upon completion of the Offering, the 
Company also refinanced its outstanding indebtedness under its 
existing bank agreement and entered into a new bank credit facility 
(New Bank Credit Facility) providing for a five-year revolving credit 
facility in the initial principal amount of $200 million.

Interest on the New Notes is payable semiannually commencing September 
1, 1997.  The New Notes are redeemable in whole or in part at the 
option of the Company on or after March 1, 2002, at specified 
redemption prices.  In addition, prior to March 1, 2000, the Company, 
at its option, may redeem certain percentages of the aggregate 
principal amount of the New Notes with the net cash proceeds of one or 
more public equity offerings at specified redemption prices.  The New 
Notes are general unsecured obligations of the Company and are 
subordinated in right of payment to all existing and future senior 
indebtedness of the Company.  The New Notes are subject to a 
registration rights agreement, pursuant to which Tracor has filed a 
registration statement with respect to an offer to exchange the New 
Notes for registered identical senior subordinated notes of the 
Company.

The New Bank Credit Facility is subject to commitment reductions of 
$25 million on February 28, 2000, and $50 million on February 28, 
2001.  Certain mandatory prepayments are also required.  All of 
Tracor's stock in certain of its domestic, wholly-owned subsidiaries 
is pledged under the New Bank Credit Facility, and all borrowings are 
guaranteed by such subsidiaries.

The New Bank Credit Facility bears interest at Tracor's option either 
at the lender's base rate plus up to .75% or the eurodollar rate plus 
 .625% to 1.75% in each case based on certain financial ratios, as 
defined.  Interest on base rate loans is payable quarterly, and 
interest on eurodollar loans is payable at the end of the applicable 
interest period or every three months in the case of interest periods 
in excess of three months.  A commitment fee ranging from .25% to 
 .375% per annum is charged on the unused revolving loans and is 
payable quarterly in arrears.  Each letter of credit bears customary 
fees and administrative charges.  At March 31, 1997, the Company had
outstanding letters of credit totaling $41.5 million relating to commitments
for performance on certain contracts with foreign customers and as collateral
on certain insurance policies.

The New Bank Credit Facility and New Notes contain covenants which, 
among other things, impose limitations and restrictions on the 
incurrence of additional indebtedness, capital expenditures, future 
mergers and acquisitions, sales of assets, and payment of dividends.  
In addition, Tracor is required to satisfy certain financial covenants 
relating to, among other matters, interest coverage, working capital, 
leverage, and net worth.

The above transactions resulted in a one-time extraordinary charge of 
approximately $10.0 million, net of an income tax benefit of $7.1 
million, consisting of $7.5 million premium to retire the Old Notes 
and a $9.6 million write-off of unamortized debt issuance costs.

Note E -- Acquisitions

During the first quarter of 1997, the purchase price of Cordant 
Holdings, Inc. (Cordant), including acquisition expenses, was 
finalized as $66 million.  No contingent payments were earned, and 
accordingly, $5.3 million of the $26.5 million promissory note issued 
as consideration in the acquisition became payable on April 1, 1997, 
and is included in the current portion of long-term debt together with 
a $5 million promissory note for indemnification claims, payable March 
28, 1998. An equal portion of the cash escrow deposits which 
collateralize standby letters of credit supporting these promissory 
notes has been recorded as current restricted cash at March 31, 1997.

For each of the major acquisitions completed in 1996, Tracor completed
cost estimates related to the planned elimination of certain duplicative
corporate functions and the consolidation of operating facilities.  
Estimated liabilities totaling $2.9 million for employee severance and
excess facilities costs were established related to the Cordant acquisition.
As of March 31, 1997, approximately $335,000 of such costs have been
incurred.  Approximately $4.6 million of costs has been incurred related 
estimated liabilities of $6 million established in conjunction with the
acquisition of AEL Industries, Inc. (AEL).  These liabilities were
established for employee severance, relocation costs, facility
closing-related costs, and other miscellaneous liabilities.  No adjustments 
to these liabilities were recorded during the quarter.

TRACOR

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

Business Environment

Approximately 73% of the products, systems, and services of Tracor, 
Inc. and its subsidiaries (Tracor or the Company) are sold to the U.S. 
Department of Defense (DOD) through direct contracts or through 
subcontracts with other 
U.S. government contractors.  Beginning in the mid-1980s, the defense 
industry in general was negatively impacted by the perceived reduction 
of threats from the former Soviet Union and eastern European countries 
and, more recently, by competing demands upon the federal budget.  
While this has resulted in a U.S. defense budget that has decreased in 
real dollars, adjusted for inflation, over the last decade, it has 
recently begun to stabilize.  A major portion of the Company's DOD 
sales are funded by the operations and maintenance segment of the 
defense budget in areas which are among today's top priorities.  This 
segment has declined less than other segments of the budget as 
readiness priorities have emerged.  It is now the largest segment of 
the defense budget and is projected to comprise more than one-third of 
the defense budget over the next decade.  The electronic content of 
the operations and maintenance segment, as well as the procurement 
portion of the budget, is expected to experience a modest increase 
over this same time frame.  Tracor's ability to benefit from this 
upturn is enhanced by its substantial position in the electronic 
warfare, mission planning, and imagery markets.

Budget reductions have also driven the DOD and other U.S. government 
agencies to pursue products and services which rapidly improve their 
operating efficiency.  This, in turn, has triggered a substantial 
increase in the demand for state-of-the-art computer equipment and 
software systems and major change in the government's method for 
acquiring information technology, moving to large government-wide 
acquisition contract vehicles.  Following the acquisition of Cordant, 
the Company formed Tracor Information Systems Company, by uniting 
Cordant, Quality Systems, Inc. and the Software Center of Excellence. 
This consolidation strengthens Tracor's ability to effectively address 
the rapidly growing information technology market for both DOD and 
nondefense customers.  Information systems has been the fastest 
growing business area within Tracor.

The contraction of the defense budget in recent years and the 
resulting excess capacity and increase in competition for contracts 
among defense companies have resulted in a significant consolidation 
in the industry.  Through internal growth and several acquisitions, 
the Company has substantially increased its revenue base.  It has also 
reduced combined overhead costs through staff reductions, facilities 
consolidations, process improvements, and the elimination of certain 
other duplicative costs.  These efficiencies and increased revenue 
base have enhanced Tracor's cost competitiveness in bidding on new 
contracts and recompetes of existing contracts.  While acquisition 
price expectations have increased, management believes the ongoing 
consolidation within the defense industry will continue to present 
opportunities for additional selected acquisitions at prices which 
meet the Company's objectives.

While the long-term impact of changes in the defense budget and the 
industry consolidation cannot be predicted with certainty, management 
believes the Company is well positioned to continue to leverage its 
strengths and successes in electronic and information technology 
products, systems, and services for the U.S. defense and intelligence 
marketplaces and increase its ongoing diversification efforts into 
foreign defense markets, nondefense U.S. government markets, and 
selected commercial markets.

Financial Condition

Working capital was $142.4 million at March 31, 1997, up from $140.4 
million at December 31, 1996.  The ratio of current assets to current 
liabilities was 1.9 at March 31, 1997, compared to 1.8 at December 31, 
1996.  Cash from operating activities increased over the prior year. 
Cash used in operating activities in the prior year was due to the 
timing of changes in accounts receivable, inventories, and accounts 
payable.  Such changes included increases in program and spare parts 
inventories and decreases in accounts payable due to subcontractor 
progress payments and funding of insurance programs.  The current year 
increase in accounts receivable is due to the timing of billings and 
collections and is expected to be temporary.  Cash from operations 
funded a scheduled debt payment of $5.6 million during the quarter.

On March 14, 1997, Tracor completed the Offering of the New Notes and 
entered into the New Bank Credit Facility.  The Offering resulted in 
proceeds of $249 million and $42 million was borrowed under the New 
Bank Credit Facility at the time of the refinancing.  These proceeds 
were used to retire the Old Notes plus accrued interest ($114 
million), retire the existing bank credit facility plus accrued 
interest ($160.3 million), pay a $7.5 million premium to retire the 
Old Notes and pay approximately $6.6 million of debt issuance costs.  
The Company repaid the $42 million borrowed under the New Bank Credit 
Facility prior to the end of the quarter.

At March 31, 1997, the Company had outstanding letters of credit of 
approximately $41.5 million, leaving $158.5 million available under 
the $200 million New Bank Credit Facility.  Existing letters of credit 
secure performance commitments on certain contracts with foreign 
customers and serve as collateral for certain insurance policies.

At March 31, 1997, the Company had firm backlog, which includes funded 
and unfunded contractual commitments, of $1.1 billion, as compared to 
$1.0 billion at December 31, 1996.  Approximately 79% of firm backlog 
represents contracts with agencies of the U.S. government or its prime 
contractors, and about 75% is expected to be earned within one year.  
In addition, the Company's backlog of unexercised contract options on 
U.S. government contracts was $1.7 billion at March 31, 1997, compared 
to $1.6 billion at December 31, 1996.

The Company's operations typically do not require large capital 
expenditures, and there were no material capital commitments at March 
31, 1997.  Capital expenditures incurred during the quarter were $5.3 
million.

Cash from continuing operations and amounts available under the $200 
million New Bank Credit Facility will provide the necessary resources 
to allow the Company to meet its obligations, fund capital equipment 
requirements, and pursue its business strategy.  In addition, the 
long-term debt refinancing has provided the Company with the financial 
flexibility to pursue further acquisitions in the ongoing U.S. defense 
industry consolidation.

Results of Operations

Three Months Ended March 31, 1997, Versus Three Months Ended March 31, 
1996

Sales and earnings before interest, income taxes, and extraordinary loss
increased 30% and 34%, respectively, compared to the first quarter of 1996.  
Approximately 63% of the increase in sales is attributable to 
companies acquired during 1996, primarily AEL Industries, Inc. (AEL) 
and Cordant Holdings, Inc. (Cordant).  Excluding the results of 
acquired companies, Tracor experienced sales growth of 11.5% over the 
prior due to increased sales throughout the Company, primarily on 
engineering services contracts and several new programs, including an 
intelligence contract, an aircraft modification contract, and a foreign 
contract for the production of sub-scale drones.  The overall increase 
in the sales base and cost savings realized from the acquisition of 
AEL resulted in a decrease in selling, general, and administrative 
expenses as a percent of sales from 11.9% in 1996 to 10.7% in 1997.  
Acquired companies contributed 15% of the increase in earnings before 
interest, income taxes, and extraordinary loss and the remainder is 
due to improved margins on sales of automatic test equipment and 
the increased sales mentioned above.

Interest expense increased 22% compared to the first quarter of 1996.  
The additional term debt borrowed in conjunction with the AEL 
acquisition on February 22, 1996, resulted in increased average term 
debt balances and increased amortization expense of debt issuance 
costs in 1997.  Although the refinancing of long-term debt is expected 
to reduce total interest expense for 1997 compared to the prior year, 
the transaction occurred late in the first quarter and such effects 
have not yet been realized.  The remainder of the increase is due to 
accrued interest expense on contract advance payments and reduced 
investment interest income.

The effective tax rate increased from 44.3% to 46.4% due to the 
increase in nondeductible goodwill amortization expense resulting from 
the AEL and Cordant acquisitions.

The extraordinary loss recorded in the first quarter of 1997 is a one-
time charge related to the retirement of long-term debt and is 
comprised of $9.6 million write-off of unamortized debt issuance 
costs, $7.5 million premium to retire the Old Notes, net of an income 
tax benefit of $7.1 million.

TRACOR

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     A.  Exhibits.

         11.  Statement regarding computation of net income per common 
and common equivalent share.


                                 TRACOR

                                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.

	Tracor, Inc.

Date:     May 14, 1997                By: /S/ Robert K. Floyd
                                           --------------------
                                           Robert K. Floyd
                                           Vice President and
                                            Chief Financial Officer


<PAGE>

</TABLE>