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 June 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 24,915,574 shares
  
<PAGE> 
   PART I - FINANCIAL INFORMATION  
   Item 1.  Financial Statements  
                                  TRACOR  
                   CONDENSED CONSOLIDATED BALANCE SHEETS  

<TABLE>
                                                                      
                                               June 30,        December 31,  
                                                 1997              1996  
                                             ------------      ------------
                                              (Unaudited)        (Audited)  
      ASSETS                               (in thousands, except share data)  
  
   Current assets:  
<S>                                             <C>             <C>
      Cash and cash equivalents                  $ 12,317        $ 36,758  
      Accounts receivable                         242,930         222,899  
      Inventories                                  12,388          12,456  
      Assets held for sale                          3,530           3,530  
      Prepaid expenses and other                   21,874          15,792  
      Restricted cash                               5,000           1,750  
      Deferred income taxes                        26,829          26,829  
                                                 --------        --------
         Total current assets                     324,868         320,014  

   Property, plant, and equipment, net            118,071         117,463  
   Goodwill, net                                  234,214         236,047  
   Other intangibles, net                          10,434          12,947  
   Restricted cash                                 22,289          30,094  
   Prepaid pension costs                           10,225          14,980  
   Deferred charges and other assets               10,158          13,409  
                                                 --------        --------
   Total assets                                  $730,259        $744,954
                                                 ========        ========

                   LIABILITIES AND SHAREHOLDERS' EQUITY  
  
   Current liabilities:  
      Accounts payable and accrued liabilities   $166,589        $154,872  
      Current portion of long-term debt             5,568          24,712
                                                 --------        --------
         Total current liabilities                172,157         179,584  

   Long-term debt, less current portion           278,978         292,172  
  
   Deferred revenue                                10,870          15,625  
   Other long-term liabilities                     33,849          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: 
       24,895,187 net of 11,346 shares in  
       treasury in 1997 and 24,754,303 net 
       of 3,411 shares in treasury in 1996            249            247  
      Additional capital paid in                  126,535        125,839  
      Retained earnings                           107,621         96,831
                                                 --------       --------
           Total shareholders' equity             234,405        222,917
                                                 --------       --------

   Total liabilities and shareholders' equity    $730,259       $744,954
                                                 ========       ========
</TABLE>
  
   See notes to unaudited condensed consolidated financial statements.  
  
<PAGE>

                                  TRACOR  
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME  

                                (Unaudited)  
<TABLE>  
                                        Three Months Ended         Six Months Ended
                                             June 30,                  June 30,
                                       ---------------------     -------------------
                                        1997           1996       1997         1996
                                        ----           ----       ----         ----
                                         (in thousands, except per share amounts)

<S>                                    <C>        <C>          <C>         <C>  
   Net sales                            $312,667   $267,372     $610,131    $496,419  
   Cost of sales                         253,196    216,097      492,839     398,435
                                        --------   --------     --------    --------
      Gross profit                        59,471     51,275      117,292      97,984

   Selling, administrative, 
    and general expenses                  33,679     29,565       65,385      56,827
                                        --------   --------     --------    --------

      Earnings before interest,
       income taxes, and 
       extraordinary loss                 25,792     21,710       51,907      41,157
  
   Interest expense, net                   6,186      7,127       13,138      12,810
                                        --------    -------     --------    --------

      Income before income taxes and
       extraordinary loss                 19,606     14,583       38,769      28,347
  
   Income taxes                            9,095      6,586       17,994      12,689
                                        --------    -------     --------    --------

      Income before extraordinary loss    10,511      7,997       20,775      15,658

   Extraordinary loss from early
    extinguishment of debt, net of
    income tax benefit of $7,084              -          -         9,985          -  
                                        --------   --------     --------    --------

   Net income                           $ 10,511   $  7,997     $ 10,790    $ 15,658
                                        ========   ========     ========    ========
  
   Net income per common and 
    common equivalent share:  
      Income before extraordinary 
       loss                                 $.39       $.34         $.77        $.66
      Extraordinary loss                      -          -          (.37)         -
                                            ----       ----         ----        ----

       Net income                           $.39       $.34         $.40        $.66
                                            ====       ====         ====        ====
</TABLE>  
   See notes to unaudited condensed consolidated financial statements.  
  
<PAGE>  
                                  TRACOR  
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  

                                (Unaudited)

<TABLE>
                                                        Six Months Ended
                                                            June 30,
                                                     -----------------------
                                                      1997             1996
                                                      ----             ----
                                                         (in thousands)

<S>                                                  <C>          <C>
   Operating activities:  
      Net income                                      $ 10,790     $ 15,658
      Adjustments to reconcile net income to net  
       cash provided by operating activities:  
        Extraordinary loss from early 
         extinguishment of debt, net of
         income tax benefit                              9,985           - 
        Depreciation of property, plant, and
         equipment                                       9,113        8,533
        Amortization of goodwill                         4,595        2,602
        Amortization of other intangibles                2,435        2,821
        Decrease in prepaid pension costs                4,755        4,476
        Decrease in debt issuance costs                    910        1,465
        Decrease in deferred revenue                    (4,755)      (4,476)
        Changes in operating assets and liabilities:  
         (Increase) decrease in accounts receivable    (20,681)       8,602
         Increase in inventories and prepaid expenses   (2,188)      (7,796)
         Increase (decrease) in accounts payable and
          accrued expenses                               4,757       (6,764)
         Increase in accrued income taxes               11,325        5,605
         Increase in other, net                         (1,929)        (938)
                                                      --------     --------

         Net cash provided by operating activities      29,112       29,788

   Investing activities:  

      Purchases of property, plant, and equipment       (9,732)      (6,322)
      Acquisition of businesses, net of cash acquired   (3,010)    (108,287)
                                                       -------     --------
         Net cash used in investing activities         (12,742)    (114,609)

   Financing activities:  

      Payments of long-term debt and revolving
       credit facility                                (331,211)     (89,894)
      Proceeds from issuance of long-term debt and
       revolving credit facility                       304,105      180,000
      Payment of premium to retire long-term debt       (7,504)          -  
      Payment of debt issuance costs                    (6,749)      (5,191)
      Payment of stock issuance costs                       -        (1,518)
      Exercise of stock options and Series A warrants      548          450
                                                      --------     --------

         Net cash provided by (used in)
          financing activities                         (40,811)      83,847
  
         Decrease in cash and cash equivalents         (24,441)        (974)

   Cash and cash equivalents at beginning of period     36,758       59,478
                                                      --------     --------
   Cash and cash equivalents at end of period         $ 12,317     $ 58,504
                                                      ========     ========
  
</TABLE>
   See notes to unaudited condensed consolidated financial statements.

<PAGE>  
   TRACOR
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
   June 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 six-month period ended June 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
   
   The effective income tax rate for the quarter and the six-month period 
   ended June 30, 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
   
   Primary and fully diluted net income per share amounts for the quarter 
   and the six-month period ended June 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 
   26,883,000 for the quarter and 26,873,000 for the six-month period ended 
   June 30, 1997.  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 quarters ended June 30, 1997, 
   and 1996, of $.42 and $.51, respectively, or an increase of $.03 and 
   $.17, respectively, over the currently disclosed primary earnings per 
   share.  Basic earnings per share before extraordinary loss for the 
   six-month periods ended June 30, 1997, and 1996, are expected to be $.84 and 
   $1.05, respectively, or an increase of $.07 and $.39, respectively, over 
   the currently disclosed primary earnings per share.  There is no impact 
   on the fully diluted earnings per share calculation for the quarter and 
   the six-month period ended June 30, 1997, or for the quarter ended June 
   30, 1996; however, the impact of Statement No. 128 on the six-month 
   period ended June 30, 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 $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.  Under the terms of the indenture, Tracor will redeem the 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 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 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 
   June 30, 1997, the Company had outstanding letters of credit totaling $39 
   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 purchase of the Old Notes in the first quarter resulted in an 
   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.  The redemption of the remaining Old Notes in the third quarter is 
   expected to result in an extraordinary charge of approximately 
   $83,300, consisting of a $142,400 premium to retire the Old Notes net of 
   an income tax benefit of $59,100.

   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 June 30, 
   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 June 30, 1997, approximately $914,000 of such 
   costs have been incurred.  Approximately $4.9 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 the quarter.
   

   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 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 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, 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.  During the
   quarter, these information technology business units were united with
   Tracor's GDE Systems, Inc. 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 
   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 systems engineering, information systems, 
   and aerospace products 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 $152.7 million at June 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 1.9 at June 30, 
   1997, compared to 1.8 at December 31, 1996.  Cash generated from 
   operating activities decreased slightly compared to the same period in 
   the prior year.  The current year increase in accounts receivable is due 
   to the timing of billings and collections and is expected to be temporary.  
   Prior year decreases in accounts receivable were the result of increased 
   billings and collections associated with contract deliveries.  Increases
   in accounts payable and accrued liabilities and accrued taxes payable are
   due to the timing of payments and are expected to be temporary.
   
   Investing activities for the six-month period included the acquisition of 
   the Visual Information Technology (VITec) division from Connectware, Inc. 
   for $2.5 million and the payment of approximately $400,000 to complete 
   the prior year acquisition of Aerial Data Reduction Associates, Inc.  
   Capital expenditures incurred during the six-month period were $9.7 
   million.  The Company's operations typically do not require large capital 
   expenditures, and there were no material capital commitments at June 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 $7.5 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.  Borrowings under the facility during the second quarter, $13.1 
   million, were repaid prior to June 30, 1997.
   
   At June 30, 1997, the Company had outstanding letters of credit of 
   approximately $39 million, leaving $161 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 June 30, 1997, Tracor 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 66% is expected to be earned within one year.  In 
   addition, the Company's backlog of unexercised contract options on U.S. 
   government contracts was $2.0 billion at June 30, 1997, compared to $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 Six-Month Period Ended June 30, 1997, Versus Quarter and 
   Six-Month Period Ended June 30, 1996
   
   Sales for the quarter and the six-month period ended June 30, 1997, 
   increased 17% and 23%, respectively, over the same periods in the prior 
   year.  Approximately 70% of the increase for the quarter and 66% of the 
   increase for the six-month period are attributable to companies acquired 
   during 1996.  Excluding the results of acquired companies, sales 
   increased 5% for the quarter and 8% for the six-month period due 
   primarily to increased activity or new contracts for information systems,
   systems engineering, and several aircraft programs, including C-38A 
   aircraft, MD-95 commercial aircraft structures, and sub-scale target
   drones. 

   Earnings before interest, taxes, and extraordinary loss increased
   19% for the quarter due to increased sales and improved profits on
   information systems and aircraft programs, including C-38A aircraft,
   MD-95 commercial aircraft structures, and sub-scale target drones.
   The increase for the six-month period, 26%, is attributable to
   increases in the same areas, as well as improved profits on systems
   engineering contracts.
   
   Interest expense for the quarter ended June 30, 1997, decreased 13%
   compared to the second quarter of 1996.  The debt refinancing completed
   late in the first quarter resulted in decreased interest and amortization
   expense of deferred loan costs of $1.9 million.  This decrease was offset
   by interest expense on contract advance payments of $320,000 and reduced
   investment interest income of $630,000 compared to the prior year.
   Interest expense for the six-month period ended June 30, 1997, was
   slightly higher than the prior period in 1996 due to higher average term
   debt balances before the refinancing was completed in March 1997.  In
   addition, interest expense on contract advance payments increased in the
   first quarter of 1997 and investment interest income declined.  
   
   The effective tax rate for the quarter and the six-month period increased 
   from approximately 45% in 1996 more than 46% in 1997 due to the
   increase in nondeductible goodwill amortization expense resulting from 
   the AEL and Cordant acquisitions in 1996.
   
   The extraordinary loss recorded in the first quarter of 1997 is a 
   charge related to the early retirement of long-term debt and is 
   comprised of a $9.6 million write-off of unamortized debt issuance costs 
   and a $7.5 million premium to retire the Old Notes, net of an income tax
   benefit of $7.1 million.    

   
   PART II - OTHER INFORMATION
   
   Item 4.  Submission of Matters to a Vote of Security Holders
   
   The annual meeting of shareholders of the Corporation was held on April 
   22, 1997.  A brief description of the matters voted upon at the meeting 
   and the number of votes cast for, against or withheld, abstentions, and 
   broker non-votes is hereafter displayed.
   
   1.  Election of Directors
   
             Director       Votes        Votes        Broker
               Name          For        Withheld     Non-votes
            ---------    ----------     --------     ---------
            W. Conway    17,236,937      10,462      7,525,292
            B. Marbut    17,236,806      10,593      7,525,292        
   
   2.  Amendment of the 1995 Stock Plan for Employees of Tracor, Inc. and 
       Subsidiaries to increase the number of shares to be issued under the 
       plan from 1,000,000 to 2,000,000
   
              Votes         Votes        Votes        Broker
               For         Against     Abstained     Non-votes
            ----------    ---------    ---------     ---------
            14,638,744    2,593,057      15,598      7,525,292
   
   3.  Ratification of the selection by the Board of Directors of Ernst & 
       Young LLP as independent auditors for 1997
   
              Votes         Votes        Votes        Broker
               For         Against     Abstained     Non-votes
            -----------   ---------    ---------     ---------
             17,230,666       6,225      10,508      7,525,292
   
   
   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:     August 14, 1997                 By:  /s/ Robert K. Floyd  
                                                  -----------------------
                                                  Robert K. Floyd
                                                  Vice President and 
                                                  Chief Financial Officer