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 September 30, 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 25,061,277 shares

<PAGE>
 PART I - FINANCIAL INFORMATION
 Item 1.  Financial Statements
                                        TRACOR
                         CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
                                             September 30,     December 31,  
                                                 1997              1996  
                                            --------------    --------------
                                              (Unaudited)        (Audited)  
           ASSETS                          (in thousands, except share data)  
 Current assets:  
<S>                                         <C>                <C>
  Cash and cash equivalents                  $  2,241           $ 36,758
  Accounts receivable                         256,959            222,899
  Inventories                                  13,062             12,456
  Assets held for sale                          3,530              3,530
  Prepaid expenses and other                   22,371             15,792
  Restricted cash                               5,000              1,750
  Deferred income taxes                        26,829             26,829
                                             --------           --------
   Total current assets                       329,992            320,014

 Property, plant, and equipment, net          118,342            117,463
 Goodwill, net                                233,358            236,047
 Other intangibles, net                         9,246             12,947
 Restricted cash                               22,693             30,094
 Prepaid pension costs                          7,848             14,980
 Deferred charges and other assets             12,999             13,409
                                             --------           --------
 Total assets                                $734,478           $744,954
                                             ========           ========

            LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
  Accounts payable and accrued 
   liabilities                               $157,332           $154,872
  Current portion of long-term debt             5,569             24,712
                                             --------           --------
   Total current liabilities                  162,901            179,584
 Long-term debt, less current portion         287,978            292,172

 Deferred revenue                               8,493             15,625
 Other long-term liabilities                   28,725             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:
   25,010,274 net of 13,459 shares in 
   treasury in 1997 and 24,754,303 net
   of 3,411 shares in treasury in 1996            250                247
  Additional capital paid in                  127,321            125,839
  Retained earnings                           118,810             96,831
                                             --------           --------
    Total shareholders' equity                246,381            222,917
                                             --------           --------

 Total liabilities and shareholders' equity  $734,478           $744,954
                                             ========           ========

</TABLE>

See notes to unaudited condensed consolidated financial statements.

<PAGE>

                                       TRACOR
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                     (Unaudited)

<TABLE>  
                                                     Three Months Ended                Nine Months Ended
                                                        September 30,                    September 30,
                                                    ---------------------           -----------------------
                                                     1997           1996             1997            1996
                                                     ----           ----             ----            ----
                                                           (in thousands, except per share amounts)

<S>                                                <C>         <C>                  <C>          <C>  

 Net sales                                          $320,791 	  $255,994     	       $930,922     $752,413
 Cost of sales                                       265,439     198,408              758,278      596,843
                                                    --------    --------             --------     --------
   Gross profit                                       55,352      57,586              172,644      155,570
 Selling, administrative, and general expenses        30,942      30,728               96,327       87,555
                                                    --------    --------             --------     --------

   Earnings before interest, income
    taxes, and extraordinary loss                     24,410  	   26,858               76,317       68,015
 Interest expense, net                                 6,052       6,612               19,190 	     19,422
                                                    --------    --------             --------     --------
   Income before income taxes and
    extraordinary loss                                18,358  	   20,246	              57,127       48,593 
 Income taxes                                          7,008       8,940               25,002       21,629
                                                    --------    --------             --------     --------

   Income before extraordinary loss                   11,350      11,306	              32,125       26,964
 Extraordinary loss from early
  extinguishment of debt, net of
  income tax benefit                                     161          --  	            10,146           --
                                                    --------    --------             --------     --------

 Net income                                         $ 11,189    $ 11,306             $ 21,979     $ 26,964
                                                    ========    ========             ========     ========


 Net income per common and common equivalent share:
   Primary:
     Income before extraordinary loss                   $.42        $.43 	              $1.20   	    $1.10
     Extraordinary loss                                 (.01)         --                 (.38)          --
                                                        ----        ----                -----        -----
     Net income                                         $.41        $.43                $ .82        $1.10
                                                        ====        ====                =====        =====


   Fully diluted:
     Income before extraordinary loss                   $.42        $.43                $1.19  	     $1.09
     Extraordinary loss                                 (.01)         --                 (.38) 	        --  
                                                        ----        ----                -----        -----
     Net income                                         $.41        $.43                $ .81        $1.09
                                                        ====        ====                =====        =====

</TABLE>

 See notes to unaudited condensed consolidated financial statements.

<PAGE>

                                  TRACOR
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  

                                (Unaudited)

<TABLE>
                                                           Nine Months Ended
                                                              September 30,
                                                        -----------------------
                                                         1997             1996
                                                         ----             ----
                                                             (in thousands)

<S>                                                     <C>          <C>
 Operating activities:  
  Net income                                             $ 21,979     $ 26,964
   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Extraordinary loss from early extinguishment of
      debt, net of income tax benefit                      10,146           --
     Depreciation of property, plant, and 
      equipment                                            13,823       13,280
     Amortization of goodwill                               6,855        4,179
     Amortization of other intangibles                      3,654        4,246
     Decrease in prepaid pension costs                      7,132        6,714
     Decrease in debt issuance costs                        1,107        2,334
     Decrease in deferred revenue                          (7,132)      (6,714)
     Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable    	    (30,800)       8,755
       Increase in inventories and prepaid expenses	         (229)      (4,997)
       (Increase) decrease in recoverable income taxes     (4,065)          52
       Increase (decrease) in accounts payable and
        accrued expenses                                    6,176      (15,958)
       Increase in other, net                              (4,811)        (519)
                                                           ------       ------
   Net cash provided by operating activities               23,835       38,336

 Investing activities:
   Purchases of property, plant, and equipment            (14,155)	    (11,172)
   Proceeds from sale of property, plant, and equipment        66       13,397
   Acquisition of businesses, net of cash acquired	       (12,639)    (166,020)
   Other investing activities                                (413)	         --
                                                           ------      -------
     Net cash used in investing activities                (27,141)    (163,795)

 Financing activities:
   Payments of long-term debt and revolving
    credit facility                                      (376,925)     (99,735)
   Proceeds from issuance of long-term debt and
    revolving credit facility                             358,805      180,000
   Payment of premium to retire long-term debt             (7,646)          --
   Payment of debt issuance costs                          (6,764)      (5,191)
   Proceeds from stock offering, net                           --       48,224
   Exercise of stock options and Series A warrants          1,319          450
                                                          -------      -------
     Net cash provided by (used in) 
      financing activities                                (31,211)     123,748
                                                          -------      -------

     Decrease in cash and cash equivalents                (34,517)      (1,711)

 Cash and cash equivalents at beginning of period          36,758       59,478
                                                          -------      -------

 Cash and cash equivalents at end of period              $  2,241     $ 57,767
                                                         ========     ========

</TABLE>

 See notes to unaudited condensed consolidated financial statements.

<PAGE>

 TRACOR
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September 30, 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 quarter and the nine-month period
 ended September 30, 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

 As of September 30, 1997, the expected effective annual rate for federal, 
 state, and foreign income taxes was lowered to 42.1%, down from 45.9% at June
 30, 1997, due to a favorable settlement with taxing authorities and tax
 savings realized upon export sales.  As a result the effective rate for the 
 quarter and the nine-month period is 38.2% and 43.8%, respectively.  The
 effective tax rates for 1997 are also affected by an increase in nondeductible
 amortization expense of goodwill related to acquisitions completed in 1996.

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

 Primary and fully diluted net income per share amounts for the quarter and
 the nine-month period ended September 30, 1997, are computed in accordance
 with the treasury stock method using the weighted average common shares
 outstanding and equivalents assuming the exercise of all outstanding
 dilutive warrants and options for common shares. The weighted average common
 and common equivalent shares used in the fully diluted calculation were
 27,110,000 for the quarter and 27,081,000 for the nine-month period ended
 September 30, 1997.

   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 quarters ended September 30, 1997, and 1996, of $.46 for both 
 quarters, or an increase of $.04 and $.03, respectively, over the presently
 disclosed primary earnings per share.  Basic earnings per share before
 extraordinary loss for the nine-month periods ended September 30, 1997, and
 1996, are expected to be $1.29 and $1.49, respectively, or an increase of
 $.09 and $.39, respectively, over the presently disclosed primary earnings per
 share.  There is no impact on the fully diluted earnings per share
 calculation for the quarters ended September 30, 1997, and 1996; however, the
 impact of Statement No. 128 on the nine-month periods ended September 30, 1997,
 and 1996, is an increase of $.01 and $.02, respectively. 

 Note D -- Long-term Debt

 On February 14, 1997, Tracor commenced a tender offer to purchase 
 for cash up to the entire $115,947,000 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. On July 14, 1997, 
 Tracor issued a notice of redemption for the remaining $3,056,000 of Old
 Notes and redeemed such notes on August 15, 1997, at a redemption price of
 104.661%.  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 were issued
 subject to a registration rights agreement, pursuant to which Tracor filed a
 registration statement on April 1, 1997, and exchanged the New Notes for
 identical registered 8 1/2% Senior Subordinated Notes due 2007 (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. 
 Revolving borrowings may remain outstanding until the final maturity date
 of the facility except for the possibility of repayments being required by
 certain mandatory prepayment events.  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 September 30, 1997, 
 the Company had outstanding letters of credit totaling $39.8 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 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 purchase of the Old Notes in the first quarter and redemption of the
 remaining Old Notes in the third quarter resulted in an extraordinary charge
 for the nine-month period of approximately $10.1 million, net of an income
 tax benefit of $7.1 million, consisting of $7.6 million premium to retire
 the Old Notes and a $9.6 million write-off of unamortized debt issuance
 costs.  

 Note E -- Acquisitions

 During the second quarter of 1997, a payment of $5.3 million was made on the
 $26.5 million note payable issued as consideration in the acquisition of
 Cordant Holdings, Inc. (Cordant).  The $21.2 million remaining balance of
 this note is payable upon the resolution of a former Cordant minority
 shareholder's lawsuit.  The $5 million promissory note also issued in the
 acquisition is related to indemnification claims and is payable March 26,
 1998.  Both promissory notes are supported by irrevocable standby letters of
 credit which are fully collateralized by cash escrow deposits.  The 
 $5 million promissory note and an equal amount of the restricted cash are 
 recorded as current portion of long-term debt and current restricted
 cash, respectively.  The remaining promissory note and restricted cash are
 classified as long-term.

 For each of the major acquisitions completed in 1996, Tracor recorded
 estimated liabilities 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
 September 30, 1997, approximately $1.4 million of such costs have been
 incurred. Approximately $5.4  million of costs has been incurred related to
 the 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 1997.

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

 Business Environment

 Approximately 72% 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 substantial 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 of the defense budget
 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 electronics 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 positions in the
 electronic warfare, imagery, and mission planning 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 has aligned all of its information technology
 business units to form the Tracor Information Systems group to further
 strengthen the Company'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 major 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
 remained at high levels, 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 the areas of information systems, aerospace, and systems 
 engineering 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 $167.1 million at September 30, 1997, up from $140.4
 million at December 31, 1996, due primarily to the reduction in the
 current portion of long-term debt as the result of the debt 
 refinancing.  The ratio of current assets to current liabilities was
 2.0 at September 30, 1997, compared to 1.8 at December 31, 1996.
 Cash generated from operating activities decreased compared to the same 
 period in the prior year.  The current year increase in accounts
 receivable, which include unbilled costs and fees, is expected to be
 temporary and is due to the timing of billings and collections, as well as
 delay in the production start-up of several U.S. government contracts.
 For further discussion of delayed contracts, see Results of Operations.

 Investing activities for the nine-month period included the acquisition of
 the Visual Information Technology (VITec) division of Connectware, Inc.
 for $2.5 million, the acquisition of the Military Products Group of
 Calspan SRL Corporation for $9.6 million, and the payment of approximately 
 $400,000 to complete the 1996 acquisition of Aerial Data Reduction
 Associates, Inc.  Capital expenditures incurred during the nine-month period
 were $14.2 million.  The Company's operations typically do not require large
 capital expenditures, and there were no material capital commitments at 
 September 30, 1997.

 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 $7.6 million premium
 to retire the Old Notes, and pay approximately $6.7 million of debt issuance
 costs.  The Company repaid the $42 million borrowed under the New Bank
 Credit Facility prior to the end of the first quarter.  As of September 30,
 1997, net borrowings under the Company's revolving credit facility amounted
 to $12.3 million.

 At September 30, 1997, the Company had outstanding letters of credit
 totalling approximately $39.8 million.  Existing letters of credit secure
 performance commitments on certain contracts with foreign customers and
 serve as collateral for certain insurance policies.

 At September 30, 1997, Tracor had firm backlog, which includes funded and
 unfunded contractual commitments, of $1.0 billion, unchanged compared to
 backlog at December 31, 1996.  Approximately 78% of firm backlog
 represents contracts with agencies of the U.S. government or its prime
 contractors, and about 66% is expected to be earned within one year. 
 In addition, the Company's backlog of unexercised contract options, primarily
 on U.S. government contracts, was $2.0 billion at September 30, 1997, up 
 from $1.6 billion at December 31, 1996.

 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
 completed in the first quarter has provided the Company with the
 financial flexibility to pursue further acquisitions in the ongoing U.S.
 defense industry consolidation.

 Results of Operations

 Quarter and Nine-Month Period Ended September 30, 1997, Versus Quarter and
 Nine-Month Period Ended September 30, 1996

 Sales increases over the prior year totaled 25% for the quarter and 24% for
 the nine-month period.  Excluding the sales generated by acquired businesses,
 internal sales growth over the comparable periods was 15% for the third
 quarter and 10% for the nine-month period.  This internal sales growth
 resulted primarily from various information systems and services contracts,
 a contract to provide special mission aircraft, a foreign sub-scale target
 drone contract, and other aerospace related contracts.

 Gross margins and operating margins were adversely affected in the third
 quarter of 1997 due to the delay in production start-ups in several U.S.
 government, DOD contracts listed below.  Most of the issues causing the
 delays have been resolved, and production has begun in many of these programs.

     QF-4 full scale aerial targets.  The exercise of the third production
     option for up to 36 targets under this previously awarded contract
     was delayed because of government funding considerations.  Early in the
     fourth quarter, the U.S. Air Force awarded the option to Tracor to
     produce 24 QF-4s.

     Band 9/10 radar jamming transmitters for EA-6B aircraft.  The production
     award was delayed due to an extended testing period.  Testing was 
     completed in the fourth quarter, and the production go-ahead was
     awarded in early November.

     MQM-107E sub-scale aerial targets.  The production award is expected
     during the fourth quarter now that flight qualification testing has
     been successfully completed.

     AN/ALE-47 countermeasures dispenser systems, Lot IV-VII.  Work on the 
     program to produce countermeasures dispenser systems was halted following
     another bidder's protest of the initial award to Tracor.  Resolution of
     this competitive procurement is expected in the fourth quarter of 1997 or
     the first quarter of 1998.

 Earnings before interest, income taxes, and extraordinary loss increased
 12% for the quarter, excluding the effect of a $2.1 million, or $.08 per
 share, nonrecurring gain in the third quarter of 1996 and earnings from
 acquired companies.  The nonrecurring gain was due to a negotiated increase
 of $3.6 million to the price of a U.S. government contract for work
 performed prior to 1996.  An increase of 18% in earnings before interest,
 income taxes, and extraordinary loss was realized in the nine-month period,
 excluding the effect of the nonrecurring gain and acquired companies.  These
 earnings are attributed primarily to the increased sales discussed above.

 Interest expense decreased approximately $2.0 million for the quarter and 
 $2.7 million for the nine-month period primarily as a result of the debt
 refinancing completed in the first quarter of 1997.  These interest expense
 reductions were offset by decreased interest income of $1.5 million for the
 quarter and $2.5 million for the nine-month period due to lower amounts of
 invested cash.

 As of September 30, 1997, the expected effective annual rate for federal, 
 state, and foreign income taxes was lowered to 42.1%, down from 45.9% at June
 30, 1997, due to favorable settlement with taxing authorities and tax savings
 realized upon export sales.  As a result the effective rate for the quarter
 and the nine-month period is 38.2% and 43.8%, respectively.  The effective
 tax rates for 1997 are also affected by an increase in nondeductible
 amortization expense of goodwill related to acquisitions completed in 1996.

 The extraordinary losses recorded in the first and third quarters of 1997 are
 charges related to early retirement of long-term debt and are comprised of a
 $9.6 million write-off of unamortized debt issuance costs and a $7.6 million
 premium to retire the Old Notes, net of an income tax benefit of $7.1 million.

 Fully diluted earnings per share before an extraordinary loss increased 20%
 over the third quarter of 1996, excluding the effect of the $2.1 million, or
 $.08 per share, nonrecurring gain in the third quarter of 1996.  The
 extraordinary loss per share in the third quarter and nine-month period of 1997
 of $.01 and $.38, respectively, relate to the redemption of the remaining
 Old Notes on August 15, 1997, and the Company's debt restructuring completed
 on March 14, 1997.

 Cautionary Statement

 Any statements contained in this report which are forward-looking statements
 rather than historical facts are subject to risks and uncertainties that could
 cause actual results to differ materially from those stated or implied.  These
 risks and uncertainties include the competitive nature of the government
 contracting environment, dependence on continued funding of government
 contracts, government contract procurement and termination risks, restrictions
 imposed by terms of the Company's indebtedness, the effect of changing 
 political or economic conditions, and other risks described in the Company's
 Securities and Exchange Commission filings, including the Company's Form 8-K,
 dated July 22, 1997.

 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.

                                    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:   November 14, 1997                           By: /s/Robert K. Floyd
                                                       -------------------
                                                       Robert K. Floyd
                                                       Vice President and 
                                                       Chief Financial Officer