SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                        ____________

                          FORM 10-Q


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

        For the quarterly period ended March 31, 1996

                             OR

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

               Commission file number: 1-4389



                THE PERKIN-ELMER CORPORATION
   (Exact Name of Registrant as Specified in Its Charter)


            New York                   06-0490270
         (State or Other            (I.R.S. Employer
         Jurisdiction of         Identification Number)
        Incorporation or
          Organization)

                      761 Main Avenue,
              Norwalk, Connecticut   06859-0001
   (Address of Principal Executive Offices, Including Zip Code)


                       (203) 762-1000
    (Registrant's Telephone Number, Including Area Code)



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 ____


Number of shares outstanding of Common Stock, par value $1 per
share, as of May 1, 1996:  43,620,864.


THE PERKIN-ELMER CORPORATION INDEX Part I. Financial Information Page Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended March 1 31, 1996 and 1995 Condensed Consolidated Statements of Financial Position at March 31, 1996 and June 30, 1995 2 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 1996 and 1995 3 Notes to Unaudited Condensed Consolidated 4 Financial Statements Management's Discussion and Analysis of Financial Condition and Results of 7 Operations Part II. Other Information 12

THE PERKIN-ELMER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS unaudited (Dollar amounts in thousands except per share amounts) <TABLE> <CAPTION> Three months ended Nine months ended March 31, March 31, 1996 1995 1996 1995 <S> <C> <C> <C> <C> Net revenues $ 299,046 $ 274,612 $ 857,495 $ 782,861 Cost of sales 153,319 145,866 441,647 412,628 Gross margin 145,727 128,746 415,848 370,233 Selling, general and administrative 85,928 79,429 249,375 231,050 Research, development and engineering 25,639 23,688 76,743 70,168 Provision for restructured operations 71,600 71,600 Operating income (loss) (37,440) 25,629 18,130 69,015 Gain on sale of investment 20,800 20,800 Interest expense 1,357 2,172 4,116 6,526 Interest income 1,525 761 3,082 2,148 Other income (expense), net (101) 262 (2,067) (608) Income (loss) before income taxes (37,373) 45,280 15,029 84,829 Provision for income taxes (1,435) 8,604 10,617 16,118 Net income (loss) $ (35,938)$ 36,676 $ 4,412 $ 68,711 Net income (loss) per share $ (0.84)$ 0.86 $ 0.10 $ 1.61 Dividends per share $ 0.17 $ 0.17 $ 0.51 $ 0.51 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. </TABLE> -1-

THE PERKIN-ELMER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Dollar amounts in thousands) At March 31, At June 30, 1996 1995 Assets (unaudited) Current assets Cash and cash equivalents $ 145,332 $ 73,010 Short-term investments 1,227 7,000 Accounts receivable, net 245,741 234,153 Inventories 219,196 212,859 Prepaid expenses and other current assets 74,364 74,606 Total current assets 685,860 601,628 Property, plant and equipment, net 149,179 155,441 Other long-term assets 136,580 135,969 Total assets $ 971,619 $ 893,038 Liabilities and Shareholders' Equity Current liabilities Loans payable $ 82,584 $ 54,757 Accounts payable 75,620 85,342 Accrued salaries and wages 35,622 38,862 Accrued taxes on income 48,637 34,676 Other accrued expenses 221,848 160,347 Total current liabilities 464,311 373,984 Long-term debt 944 34,124 Other long-term liabilities 177,398 180,230 Shareholders' equity Capital stock 45,600 45,600 Capital in excess of par value 178,561 176,699 Retained earnings 191,104 215,363 Foreign currency translation adjustments 1,892 9,805 Net unrealized gain on investment 13,292 Minimum pension liability adjustment (34,445) (34,445) Treasury stock, at cost (67,038) (108,322) Total shareholders' equity 328,966 304,700 Total liabilities and shareholders' equity $ 971,619 $ 893,038 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. -2-

THE PERKIN-ELMER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollar amounts in thousands) <TABLE> <CAPTION> Nine months ended March 31, 1996 1995 Operating Activities <S> <C> <C> Net income $ 4,412 $ 68,711 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 30,472 30,395 Restricted stock amortization 4,857 Deferred income taxes (2,019) (279) Gains from the sale of assets (22,129) Provision for restructured operations 71,600 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (25,552) 13,552 (Increase) decrease in inventories (15,181) 986 Increase in prepaid expenses and other assets (9,323) (9,174) Increase (decrease) in accounts payable and other liabilities 2,454 (26,834) Net cash provided by operating activities 61,720 55,228 Investing Activities Additions to property, plant and equipment (net of disposals of $1,306 and $1,563, respectively) (22,669) (22,353) Short-term investments 5,773 Proceeds from sale of assets, net 4,986 54,499 Proceeds from collection of note receivable 2,028 Proceeds from sale of discontinued operations 64,847 Net cash provided (used) by investing activities (9,882) 96,993 Financing Activities Principal payments on long-term debt (1,119) Net change in loans payable 12,343 (40,614) Dividends declared (21,627) (21,459) Purchases of common stock for treasury (40,297) Stock issued for stock plans 31,214 4,840 Net cash provided (used) by financing activities 21,930 (98,649) Effect of exchange rate changes on cash (1,446) (3,623) Net change in cash and cash equivalents 72,322 49,949 Cash and cash equivalents beginning of period 73,010 25,003 Cash and cash equivalents end of period $ 145,332 $ 74,952 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. </TABLE> -3-

THE PERKIN-ELMER CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The interim condensed consolidated financial statements should be read in conjunction with the financial statements presented in The Perkin-Elmer Corporation's (the Company's) 1995 Annual Report to Shareholders. Significant accounting policies disclosed therein have not changed. The unaudited condensed consolidated financial statements reflect, in the opinion of the Company's management, all adjustments which are necessary for a fair statement of the results for the interim periods. All such adjustments are of a normal recurring nature. These results are, however, not necessarily indicative of the results to be expected for a full year. Certain amounts in the condensed consolidated financial statements have been reclassified for comparative purposes. NOTE 2 - INVENTORIES Inventories are stated at the lower of cost (on a first-in, first- out basis) or market. Inventories included the following components: (Dollar amounts in millions) March 31, June 30, 1996 1995 Raw materials and supplies $ 33.0 $ 29.2 Work-in-process 20.9 18.9 Finished products 165.3 164.8 Total inventories $ 219.2 $ 212.9 NOTE 3 - INVESTMENTS Investments in equity securities, which are categorized as available- for-sale, are stated at a fair value of $26.5 million with a cost basis of $13.2 million. As a result, an unrealized holding gain of $13.3 million is reported as a separate component of shareholders' equity. The prior year amount was not material. During the third quarter of fiscal 1995, the Company sold its equity interest in Silicon Valley Group, Inc. for net cash proceeds of $49.8 million. The Company recorded a pre-tax gain of $20.8 million or $.39 per share after-tax. NOTE 4 - DERIVATIVES The Company manages exposure to fluctuations in foreign exchange rates by creating offsetting positions through the use of derivative financial instruments, primarily forward or purchased option foreign exchange contracts. The Company does not use derivative financial instruments for trading or speculative purposes, nor is the Company a party to leveraged derivatives. Foreign exchange contracts are accounted for as hedges of net investments, firm commitments and foreign currency -4-

transactions. The gains and losses on the instruments utilized to create the hedge offset the gains and losses on the underlying exposures. At March 31, 1996, the total carrying amount of the Company's outstanding foreign currency contracts held was $87.2 million. The counterparties to these contracts consist of a limited number of highly rated major financial institutions and the Company does not expect to record any losses as a result of counterparty default. NOTE 5 - RESTRUCTURINGS As part of continuing efforts to strengthen the analytical instruments business, the Company initiated further actions designed to reduce costs and improve operating margins. During the third quarter of fiscal 1996, the Company recorded a before-tax restructuring charge of $71.6 million to reorganize the worldwide analytical instruments business into three vertically integrated, fiscally accountable divisions, to reduce costs, and to improve the Company's ability to compete more effectively in each of its markets. The charge included $37.8 million for worldwide workforce reductions of approximately 390 positions in manufacturing, sales and support, and administrative functions. The charge also included $33.8 million for the reduction of excess European manufacturing capacity, the consolidation of facilities in Europe, and the write- off of certain tangible and intangible assets associated with the discontinuance of various product lines. The Company will transfer the development and manufacturing of certain analytical instrument product lines from its facility in Germany to other sites, primarily in the U.S. The facility in Germany will remain the principal site for the development and manufacturing of atomic absorption products. These changes are scheduled to be completed by March 1997. The restructuring actions also include the establishment of a distribution center in Holland, which will provide an integrated sales, shipment and administration support infrastructure for the Company's European operations, and the integration of certain operating and business activities. The European distribution center will include certain administrative, financial and information systems functions which are currently being transacted at individual locations throughout Europe. These changes are scheduled to be implemented by June 1997. As of March 31, 1996, the Company made payments of $2.1 million for severance related costs. The reserve balance at March 31, 1996 was $64.7 million. The Company recorded a $23.0 million before-tax charge in the fourth quarter of fiscal 1995 for restructuring actions focused on reducing the analytical instruments business infrastructure. The charge included $20.7 million for severance and benefit costs for worldwide workforce reductions of 227 employees and $2.3 million for facility closure and consolidation expenses. As of March 31, 1996, the Company made partial severance and benefit payments totaling $10.8 million to employees separated under this restructuring program and payments of $1.9 million were made for facility closure and consolidation costs, primarily related to the shutdown of the Company's Puerto Rico manufacturing facility. The implementation of the fiscal 1995 restructuring plan was completed in the third quarter of fiscal 1996. The balance at March 31, 1996 of $10.3 million represents future severance and deferred payments. There have been no adjustments made to increase or decrease the liabilities originally accrued for this restructuring plan. NOTE 6 - SALE OF MATERIAL SCIENCES SEGMENT On September 30, 1994, the Company concluded the sale of its Material Sciences segment (Metco) to Sulzer Inc., a wholly-owned subsidiary of Sulzer, Ltd., Winterthur, Switzerland. The Company received cash proceeds of $64.8 million as a result of the sale. -5-

NOTE 7 - STATEMENT OF FINANCIAL ACCOUNTING STANDARDS The Company is required to implement SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and SFAS No. 123, "Accounting for Stock-Based Compensation," no later than fiscal 1997. The Company is currently analyzing the statements to determine the impact, if any, on the consolidated financial statements. -6-

THE PERKIN-ELMER CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following comments should be read in conjunction with "Management's Discussion and Analysis" appearing on pages 23 - 27 of the Company's 1995 Annual Report to Shareholders. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 The Company reported a net loss of $35.9 million, or $.84 per share, for the third quarter of fiscal 1996 compared with net income of $36.7 million, or $.86 per share, for the third quarter of fiscal 1995. The net loss for the current quarter included an after-tax restructuring charge of $62.3 million, or $1.44 per share. Fiscal 1995's third quarter included an after-tax gain of $16.8 million from the sale of the Company's equity interest in Silicon Valley Group, Inc. On a comparable basis, excluding the restructuring charge in fiscal 1996 and the equity interest gain in fiscal 1995, net income in the third quarter increased 33% over the third quarter of fiscal 1995. Net revenues for the third quarter of fiscal 1996 were $299.0 million, an increase of 8.9% over the $274.6 million reported for the third quarter of fiscal 1995. Net revenues decreased approximately $3 million in the third quarter of fiscal 1996 as a result of the effects of foreign currency translation as the U.S. dollar strengthened against the Yen. The European and Far East markets were the primary contributors of the net revenue increase over the prior year. The European market represented approximately 27% of the net revenue increase, while the Far East market, benefiting from increased government spending in Japan, contributed approximately 55% of the quarterly revenue increase. Net revenues from the analytical instruments business were approximately 2% below the prior year's third quarter. The decrease was centered in the U.S. where both product and service revenues were below last year's third quarter. Increased demand for DNA analysis and liquid chromatography/mass spectrometry (LC/MS) products contributed to an increase of approximately 24% in the Company's life science net revenues compared to the prior year's third quarter. Gross margin as a percentage of net revenues was 48.7% in the third quarter of fiscal 1996, compared with 46.9% in the third quarter of fiscal 1995. Improvements from year-to-year came from both the analytical and life science businesses, although the Company continues to experience competitive pricing pressures in its U.S. analytical market. Selling, general and administrative (SG&A) expenses in the third quarter of fiscal 1996 increased $6.5 million over the third quarter of fiscal 1995, including $4.2 million for the Company's restricted stock program. The structure of this program provided for the lifting of restrictions at common stock price levels ranging from $40 to $52. Research, development and engineering (R&D) expenses of $25.6 million increased approximately 8% over the prior year, primarily due to higher investment in bioresearch applications. Operating expenses of $183.2 million for the third quarter of fiscal 1996 included a $71.6 million before-tax charge for restructuring actions. Excluding the restructuring charge, operating expenses as a percentage of net revenues were slightly lower than the prior year's third quarter. The improved gross margin and operating expense performance resulted in operating income being approximately 33% higher than the third quarter of fiscal 1995. -7-

The third quarter fiscal 1996 before-tax restructuring charge of $71.6 million was taken as part of a plan focused on reducing costs and improving operating margins in the analytical instruments business. The worldwide analytical instruments business will be reorganized into three vertically integrated, fiscally accountable divisions to reduce costs, and to improve the Company's ability to compete more effectively in each of its markets. The charge included $37.8 million for worldwide workforce reductions of approximately 390 positions in manufacturing, sales and support, and administrative functions. The charge also included $33.8 million for the reduction of excess European manufacturing capacity, the consolidation of facilities in Europe, and the write-off of certain tangible and intangible assets associated with the discontinuance of various product lines. The Company will transfer the development and manufacturing of certain analytical instrument product lines from its facility in Germany to other sites, primarily in the U.S. The facility in Germany will remain the principal site for the development and manufacturing of atomic absorption products. These changes are scheduled to be completed by March 1997. The restructuring actions also include the establishment of a distribution center in Holland, which will provide an integrated sales, shipment and administration support infrastructure for the Company's European operations, and the integration of certain operating and business activities. The European distribution center will include certain administrative, financial, and information systems functions which are currently being transacted at individual locations throughout Europe. These changes are scheduled to be implemented by June 1997. These actions, when completed, should result in improved customer focus, increased product and service revenues, and higher operating income. The benefits of the program will begin to be realized in fiscal 1997 with reduced operating costs of approximately $25 million. When the program is implemented, the Company expects to achieve annual operating cost benefits of more than $40 million and increased operating cash flow of a similar amount. Interest expense in the third quarter of fiscal 1996 was $1.4 million compared with $2.2 million in the third quarter of fiscal 1995. The decrease was the result of lower average borrowing levels. Interest income was $1.5 million in the third quarter of fiscal 1996 compared to $.8 million in the prior year. The increase was primarily the result of higher cash and cash equivalents balances during the quarter. Fiscal 1996's third quarter effective tax rate was 23% prior to a $9.3 million, or 13%, tax benefit on the $71.6 million charge for restructuring actions. The effective income tax rate for the third quarter of fiscal 1995 was 19%. RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1996 The Company reported net income of $4.4 million, or $.10 per share, for the first nine months of fiscal 1996 compared with $68.7 million, or $1.61 per share, for the same period in fiscal 1995. Fiscal 1996 net income included an after-tax restructuring charge of $62.3 million, or $1.44 per share. Fiscal 1995 included an after- tax gain of $16.8 million from the sale of the Company's equity interest in Silicon Valley Group, Inc. On a comparable basis, excluding the restructuring charge in fiscal 1996 and the equity interest gain in fiscal 1995, year-to-date net income for fiscal 1996 increased 29% over the net income reported in the prior year. Fiscal 1996's year-to-date net revenues of $857.5 million were approximately 10% higher than the $782.9 million reported for the first nine months of fiscal 1995. Foreign currency translation changes in Europe, offset partially by Latin America, accounted for approximately $9 million of the increase. -8-

All geographic markets experienced growth in fiscal 1996, particularly the Far East, where revenues were approximately 19% higher than the previous year. This increase was primarily the result of higher public and private spending in Japan. The life science business experienced an increase in net revenues of approximately 25% as a result of increased demand for DNA and LC/MS products. The analytical instruments business net revenues increased approximately 4% over the prior year as a result of higher demand for inorganic products. Gross margin as a percentage of net revenues was 48.5% for the first nine months of fiscal 1996 compared to 47.3% for the prior year. The increase was primarily due to increased sales volume of higher gross margin life science products. SG&A expenses for the first nine months of fiscal 1996 increased $18.3 million, or approximately 8%, over the first nine months of fiscal 1995. Approximately $2.6 million of the increase resulted from foreign currency changes in Europe. SG&A expenses included $4.9 million of expenses for the previously mentioned restricted stock program. As a percentage of net revenues, SG&A expenses decreased from 29.5% in fiscal 1995 to 29.1% in fiscal 1996. R&D expenses of $76.7 million increased $6.6 million over the prior year, reflecting continued increased investment in the life science business and, to a lesser extent, the analytical instruments business. Total year-to-date operating expenses of $397.7 million included the $71.6 million before-tax charge for restructuring actions. On a comparable basis, excluding the provision for restructured operations, total operating expenses as a percentage of net revenues decreased from 38.5% in fiscal 1995 to 38.0% in fiscal 1996. As a result of lower average borrowing levels in fiscal 1996, interest expense was $2.4 million lower than the amount reported in the first nine months of fiscal 1995. Interest income increased $.9 million over the prior year as a result of maintaining higher cash and cash equivalents balances and rising interest rates. Year-to- date net other expense for fiscal 1996 was $2.1 million compared with $.6 million in the prior year. Other expenses in fiscal 1995 were partially offset by a third quarter gain on the sale of real estate. The Company's effective tax rate for the first nine months of fiscal 1996 was 23% prior to a $9.3 million, or 13%, tax benefit on the $71.6 million charge for restructuring actions. The effective income tax rate for fiscal 1995 was 19%. FINANCIAL RESOURCES AND LIQUIDITY At March 31, 1996, the Company's total cash and short-term investment position was $146.6 million, compared with $80.0 million at June 30, 1995 and $75.0 million at March 31, 1995. Net cash provided by operating activities was $61.7 million for the first nine months of fiscal 1996 compared to $55.2 million for the same period in fiscal 1995. The increase was primarily due to higher net income (excluding the current quarter's restructuring charge) and increased operating liabilities which more than offset higher accounts receivable and inventory levels. Net cash used by investing activities was $9.9 million for the first nine months of fiscal 1996 compared with $97.0 million net cash provided by investing activities in fiscal 1995. Fiscal 1995 included $64.8 million in cash proceeds from the sale of the material sciences unit, a discontinued operation, and proceeds of $54.5 million from the sale of assets. Of this amount, $49.8 million was the net proceeds resulting from the Company's sale of its equity interest in Silicon Valley Group, Inc. which was sold -9-

during the third quarter of fiscal 1995. Fiscal 1996 included $5.0 million cash received from the sale of assets. Capital expenditures for the first nine months of fiscal 1996 remained constant with the prior year's spending level of approximately $24 million. Fiscal 1996 year-to-date net cash provided by financing activities was $21.9 million. Proceeds received from employee stock plan exercises more than offset cash used for the payment of shareholder dividends. As a result of the increased stock price, proceeds received from employee stock plan exercises was $26.4 million higher than the prior year. Loans payable included $26.4 million reclassified from long-term debt for a loan which will mature in the third quarter of fiscal 1997. Cash used by financing activities was $98.6 million for the first nine months of fiscal 1995, primarily as a result of repayments of short-term debt and purchases of common stock for treasury. Approximately 1.4 million shares of common stock, at a cost of $40.3 million, were repurchased during the first nine months of fiscal 1995. The implementation of the restructuring actions announced at the end of fiscal 1995 has resulted in cash outlays of $8.2 million during the first nine months of fiscal 1996. The Company made severance and benefit payments of $7.2 million to employees separated under the plan and payments of $1.0 million were made for closure and facility consolidation costs, related primarily to the shutdown of the Company's Puerto Rico manufacturing facility. The implementation of the fiscal 1995 restructuring plan was completed in the third quarter of fiscal 1996. The balance remaining at March 31, 1996 of $10.3 million represents future severance and deferred payments. As of March 31, 1996, the balance remaining for the restructuring actions announced during the third quarter of fiscal 1996 was $64.7 million. To date, the Company has made payments of $2.1 million for worldwide severance related costs. OUTLOOK Demand for life science products has grown steadily, driven by increased emphasis on growing market segments, and the Company continues to invest in and search for new opportunities and applications in this business. This investment strategy is designed to further position the Company as the technology and market leader in the fast-growing life sciences marketplace. On April 19, 1996, the Company announced the planned acquisition of Tropix, Inc., a world leader in the development, manufacture, and sale of chemiluminescent detection technology for life sciences. The Company envisions this acquisition will provide new opportunities in the life science and pharmaceutical research markets. The cash acquisition is subject to the approval of Tropix, Inc. shareholders and customary closing conditions. The Company believes the restructuring plan recognized in the third quarter of fiscal 1996 and other actions will lead to improved profitability and cash flow from the analytical instruments business. The reorganization of the analytical instruments business into three vertically integrated and fiscally accountable divisions is designed to create a more responsive and profitable organization resulting in better customer focus, increased product and service revenues, and higher operating income. The benefits of the program will begin to be realized in fiscal 1997 with reduced operating costs of approximately $25 million. When the program is implemented, the Company expects to achieve annual operating cost benefits of more than $40 million and increased operating cash flow of a similar amount. The full benefits are expected to be realized in fiscal 1998. -10-

"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained in this report may be forward looking and are subject to a variety of risks and uncertainties. Many factors could cause actual results to differ materially from these statements. These factors include, but are not limited to, (1) complexity and uncertainty regarding the development of new high technology products, (2) loss of market share through competition, (3) introduction of competing products or technologies by other companies, (4) pricing pressures from competitors and/or customers, (5) changes in the life sciences or analytical instrument industries, (6) changes in the pharmaceutical, environmental, research or chemical markets, (7) variable government funding in key geographical regions, (8) the Company's ability to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms, (9) the loss of key employees, and (10) other factors which might be described from time to time in the Company's filings with the Securities and Exchange Commission. A significant portion of the Company's life science business operations are located near major California earthquake faults. The ultimate impact of earthquakes on the Company, significant suppliers and the general infrastructure is unknown, but operating results could be materially affected in the event of a major earthquake. The Company maintains insurance to reduce its exposure to losses and interruptions caused by earthquakes. Although the Company believes it has the product offerings and resources needed for continuing success, future revenue and margin trends cannot be reliably predicted and may cause the Company to adjust its operations. Factors external to the Company can result in volatility of the Company's common stock price. Because of the foregoing factors, recent trends should not be considered reliable indicators of future stock prices or financial results. -11-

PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 10. Form of Pledge Agreement and Promissory Note dated as of March 8, 1996 between Registrant and certain Named Executive Officers. 11. Computation of Net Income Per Share. 27. Financial Data Schedule. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter for which this report is being filed. -12-

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. THE PERKIN-ELMER CORPORATION By: /s/ Stephen O. Jaeger Stephen O. Jaeger Vice President and Chief Financial Officer By: /s/ John B. McBennett John B. McBennett Corporate Controller (Chief Accounting Officer) Dated: May 13, 1996 -13-

EXHIBIT INDEX Exhibit No. Exhibit 10 Form of Pledge Agreement and Promissory Note dated as of March 8, 1996 between Registrant and certain Named Executive Officers. 11 Computation of Net Income Per Share. 27 Financial Data Schedule.



                         EXHIBIT 10

  Form of Pledge  Agreement and Promissory Note dated as of
March 8, 1996 between Registrant and certain Named Executive
                          Officers.


   Each of Michael W. Hunkapiller and Michael J. McPartland,
Named  Executive Officers of the Registrant, entered into  a
Pledge Agreement  and Promissory  Note  dated as of March 8,
1996 in the form attached  hereto.   These  Agreements   are
identical  as  to each such Named Executive Officer,  except
for  principal  amount, number of shares pledged,  and  home
address.  The principal amount and number of shares  pledged
by  each  such Named Executive Officer are:  $83,976.70  and
1,812  shares, respectively, in the case of Mr. Hunkapiller;
and  $80,511.75 and 1,738 shares, respectively, in the  case
of Mr. McPartland.


PLEDGE AGREEMENT PLEDGE AGREEMENT made as of March 8, 1996 by [ ], having an address at [ ] (the "Pledgor"), in favor of The Perkin-Elmer Corporation, a New York corporation having its principal office at 761 Main Avenue, Norwalk, Connecticut (the "Pledgee"). WHEREAS, the Pledgor is the sole owner of [ ] shares (the "Pledged Stock") of Common Stock, par value $1.00 per share, of the Pledgee, which shares are registered in the Pledgor's name on the stock transfer records of the Pledgee; and WHEREAS, the Pledgee has advanced to the Pledgor funds in the amount of $[ ], and the obligation of the Pledgor to repay the Pledgee such amount, including interest thereon (together with all of the Pledgor's obligations to the Pledgee under this Agreement, the "Obligations"), is evidenced by the Pledgor's promissory note dated the date hereof in the form of Exhibit A hereto; and WHEREAS, the Pledgor has agreed to secure the Obligations by pledging the Pledged Stock to the Pledgee. IT IS THEREFORE AGREED: 1. In consideration of the foregoing and to secure payment and performance of the Obligations, the Pledgor hereby assigns and pledges to the Pledgee, and grants to the Pledgee a security interest in, all of the Pledgor's right, title, and interest in and to (i) the Pledged Stock, (ii) all dividends and other distributions on or with respect to the Pledged Stock (whether or not in cash), (iii) all rights of the Pledgor with respect to the Pledged Stock, and (iv) all proceeds of the sale or other disposition of the Pledged Stock (collectively, the "Collateral"). The Pledgor has delivered to the Pledgee the Certificate for the Pledged Stock, to hold the same until all of the Obligations shall be paid in full. Concurrently herewith, the Pledgor shall deliver to the Pledgee a fully executed stock power in blank in respect of the Pledged Stock. 2. So long as the Pledgor is not in default in the payment or performance of any of the Obligations, any cash dividends or cash distributions on the Pledged Stock shall be paid to the Pledgor, and the Pledgor shall have the right to vote the Pledged Stock. In the event of any such default and whether or not the Pledgee at such time enforces its rights to dispose of the Pledged Stock pursuant to paragraph 5 hereof, any such cash dividends or cash distributions shall be paid to the Pledgee, and the Pledgee at its option may apply any such cash dividends or cash distributions to the Obligations and, in addition, the Pledgee -1-

may, to the extent permitted by applicable law, exercise all voting rights with respect to the Pledged Stock. 3. The Pledgor represents and warrants that it is the sole beneficial and record owner of all of the Pledged Stock, free and clear of all liens, encumbrances, charges, claims, and beneficial interests in favor of any party. The Pledgor agrees that it shall not enter into any agreement to sell, transfer, encumber, or otherwise dispose of any of the Pledged Stock without the prior written consent of the Pledgee. 4. In case, upon the bankruptcy or liquidation of the assets (in whole or in part) of the Pledgor, any sum shall be paid upon or with respect to any of the Pledged Stock, such sum shall be paid over to the Pledgee, to be held by the Pledgee as collateral security for the Obligations. In case any dividend shall be declared on any of the Pledged Stock in stock, obligations, scrip, or other property, or any shares of stock or fractions thereof shall be issued pursuant to any stock split or similar event involving any of the Pledged Stock, or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital stock of the Pledgee or any merger, consolidation or other reorganization involving the Pledgee, the shares, obligations, scrip, or other property so issued and/or distributed shall forthwith be delivered to the Pledgee (accompanied by proper instruments of assignment and/or stock powers duly executed by the Pledgor in accordance with the Pledgee's instruction) to be held by the Pledgee as collateral security for the Obligations. 5. In the event of any default by the Pledgor in the payment or performance of any of the Obligations, the Pledgee may, upon five (5) business days' prior written notice to the Pledgor (by overnight express or certified mail to his above-mentioned address), declare all of the Obligations to be immediately due and payable and, without liability for any diminution in price or value, sell any or all of the Pledged Stock at a public or private sale pursuant to the Uniform Commercial Code as adopted in any applicable jurisdiction and any other applicable law. At any such sale, the Pledgee may, unless prohibited by applicable law, purchase any of the Pledged Stock. The proceeds of any such sale shall be applied by the Pledgee first to any expenses relating to such sale and the enforcement of this Pledge Agreement, including reasonable attorneys' fees and expenses, and thereafter to the full repayment of the Obligations. Any surplus from such proceeds shall be remitted by the Pledgee to the Pledgor, and the Pledgor shall remain liable to the extent of any deficiency between the amount of the proceeds of any such sale and the amount of the Obligations and all such expenses. 6. The Pledgor agrees that, at any time and from time to time and at the expense of the Pledgor, the Pledgor will promptly execute and deliver any and all further instruments and documents and take any and all further action that may be necessary or desirable or that the Pledgee may reasonably request in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to protect and enforce its rights and remedies hereunder with respect to the Pledged Stock. -2-

7. The Pledgor hereby appoints the Pledgee as the Pledgor's proxy and attorney-in-fact (which appointment is irrevocable and coupled with an interest), with full power of substitution, and with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time upon the occurrence of a default hereunder or in the payment or performance of any of the Obligations, in the Pledgee's discretion, to take any action and to execute any document or instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation, to exercise all voting rights with respect to the Pledged Stock, to receive, endorse, and collect all instruments made payable to the Pledgor representing any dividend or other distribution or issuance in respect of the Pledged Stock or any part thereof and to give full discharge for the same. 8. No failure or delay on the part of the Pledgee in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder. No amendment or waiver of any provision of this Pledge Agreement, nor consent to any departure by the Pledgor therefrom, shall in any event be effective unless the same is in writing and executed by the parties hereto. The rights, powers, and remedies provided herein in favor of the Pledgee shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other rights and remedies in favor of the Pledgee existing at law or in equity, including, without limitation, all of the rights and remedies available to a secured party under the provisions of the Uniform Commercial Code as adopted in any appropriate jurisdiction. 9. This Pledge Agreement shall terminate upon the date upon which all Obligations shall have been paid in full, and the Pledgee shall duly assign, transfer, and deliver (without recourse and without any representation or warranty) such of the Collateral as shall at the time be in the possession of the Pledgee, together with any moneys at the time held by the Pledgee hereunder. 10. Wherever possible, each provision of this Pledge Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof. 11. The Pledgor hereby agrees to pay all costs and expenses (including reasonable attorneys' fees and expenses) of the Pledgee in enforcing its rights under this Pledge Agreement and otherwise with respect to the collection and enforcement of the Obligations. 12. This Pledge Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. -3-

IN WITNESS WHEREOF, the Pledgor and the Pledgee have executed and delivered this Pledge Agreement as of the date first written above. The Pledgor: The Pledgee: THE PERKIN-ELMER CORPORATION By -4-

EXHIBIT A PROMISSORY NOTE $[ ] March [ ], 1996 FOR VALUE RECEIVED, the undersigned, [ ], having an address at [ ] (the "Maker"), hereby promises to pay to the order of The Perkin-Elmer Corporation, a New York corporation having its principal office at 761 Main Avenue, Norwalk, Connecticut ("Perkin-Elmer"), in lawful money of the United States, the principal sum of [ ] ($[ ]), together with interest thereon or on the amount thereof outstanding from time to time at the federal short-term rate required by Section 7872 of the Internal Revenue Code and the regulations thereunder, compounded semiannually. The holder of this Note shall periodically provide the Maker with a statement of accrued interest which shall be presumed correct. The principal and accrued interest on this Note shall be due and payable on March [ ], 1999 at the offices of Perkin-Elmer, or at such other office as the holder shall advise the Maker in writing. This Note may be prepaid in whole or in part by the Maker at any time; provided, however, that any such prepayments shall be accompanied by payment of all accrued interest hereunder on the amount prepaid to the date of such prepayment. This Note is secured by that certain Pledge Agreement (the "Pledge Agreement") dated as of the date hereof made by the Maker in favor of Perkin-Elmer, with respect to the Pledged Stock (as defined therein), and is subject to all of the terms and provisions thereof, which are incorporated herein by reference. Upon the occurrence of (i) a default under or breach of the Pledge Agreement, (ii) a default in the payment of principal or interest on this Note when due hereunder, (iii) the termination of Maker's employment by Perkin-Elmer for any reason, including, without limitation, involuntary discharge, voluntary termination, death, or disability, or (iv) the insolvency of, assignment for the benefit or creditors by, or the commencement of any proceedings under any bankruptcy or insolvency law by or against, the Maker, the unpaid principal balance of this Note, together with all accrued and unpaid interest thereon, shall forthwith become due and payable by the Maker without any further notice or act by the holder. The Maker agrees that Perkin-Elmer, so long as it is the holder of this Note, may reduce by way of setoff all money payable to the Maker, other than annual base salary, which is due from Perkin-Elmer until this Note, including interest, is repaid in full. The Maker waives demand, presentment for payment, notice of dishonor, protest and notice of protest; waives any and all lack of diligence or delays in the collection or enforcement hereof; and consents that the time of payment may be extended or this note may be renewed without notice, and without releasing the undersigned. -1-

In the event that any action be instituted on this Note, or any action or proceeding (including any foreclosure proceeding) is taken with respect to a default hereunder, the prevailing party in any such action or proceeding shall be paid by the other party all expenses in connection therewith, including reasonable attorneys' fees and expenses. No course of dealing between the Maker and the holder of this Note and no delay on the part of the holder of this Note in exercising any rights shall operate as a waiver of any rights of such holder; nor shall any such delay, unless agreed to in writing by the Maker and the holder of this Note, constitute a forbearance. No covenant or other provision of this Note, nor any default hereunder, may be waived otherwise than by a written instrument signed by the party so waiving such covenant or other provision or default; provided, however, that no such waiver shall extend to or impair any obligation not expressly waived, or impair any right consequent thereon. Any waiver may be given subject to satisfaction of conditions stated therein. The Maker hereby waives all rights of set-off and counterclaim with respect to this Note including rights of set- off and counterclaim with respect to this Note which may arise from claims heretofore unknown to the Maker. This Note shall be governed by, and construed in accordance with, the laws of the State of New York. IN WITNESS WHEREOF, this Note has been duly executed by the Maker as of the date first written above. [ ] WITNESS: -2-

PROMISSORY NOTE $[ ] March 8, 1996 FOR VALUE RECEIVED, the undersigned, [ ], having an address at [ ] (the "Maker"), hereby promises to pay to the order of The Perkin-Elmer Corporation, a New York corporation having its principal office at 761 Main Avenue, Norwalk, Connecticut ("Perkin-Elmer"), in lawful money of the United States, the principal sum of [ ] ($[ ]), together with interest thereon or on the amount thereof outstanding from time to time at the federal short-term rate required by Section 7872 of the Internal Revenue Code and the regulations thereunder, compounded semiannually. The holder of this Note shall periodically provide the Maker with a statement of accrued interest which shall be presumed correct. The principal and accrued interest on this Note shall be due and payable on March 8, 1999 at the offices of Perkin-Elmer, or at such other office as the holder shall advise the Maker in writing. This Note may be prepaid in whole or in part by the Maker at any time; provided, however, that any such prepayments shall be accompanied by payment of all accrued interest hereunder on the amount prepaid to the date of such prepayment. This Note is secured by that certain Pledge Agreement (the "Pledge Agreement") dated as of the date hereof made by the Maker in favor of Perkin-Elmer, with respect to the Pledged Stock (as defined therein), and is subject to all of the terms and provisions thereof, which are incorporated herein by reference. Upon the occurrence of (i) a default under or breach of the Pledge Agreement, (ii) a default in the payment of principal or interest on this Note when due hereunder, (iii) the termination of Maker's employment by Perkin-Elmer for any reason, including, without limitation, involuntary discharge, voluntary termination, death, or disability, or (iv) the insolvency of, assignment for the benefit or creditors by, or the commencement of any proceedings under any bankruptcy or insolvency law by or against, the Maker, the unpaid principal balance of this Note, together with all accrued and unpaid interest thereon, shall forthwith become due and payable by the Maker without any further notice or act by the holder. The Maker agrees that Perkin-Elmer, so long as it is the holder of this Note, may reduce by way of setoff all money payable to the Maker, other than annual base salary, which is due from Perkin-Elmer until this Note, including interest, is repaid in full. The Maker waives demand, presentment for payment, notice of dishonor, protest and notice of protest; waives any and all lack of diligence or delays in the collection or enforcement hereof; and consents that the time of payment may be extended or this note may be renewed without notice, and without releasing the undersigned. -1-

In the event that any action be instituted on this Note, or any action or proceeding (including any foreclosure proceeding) is taken with respect to a default hereunder, the prevailing party in any such action or proceeding shall be paid by the other party all expenses in connection therewith, including reasonable attorneys' fees and expenses. No course of dealing between the Maker and the holder of this Note and no delay on the part of the holder of this Note in exercising any rights shall operate as a waiver of any rights of such holder; nor shall any such delay, unless agreed to in writing by the Maker and the holder of this Note, constitute a forbearance. No covenant or other provision of this Note, nor any default hereunder, may be waived otherwise than by a written instrument signed by the party so waiving such covenant or other provision or default; provided, however, that no such waiver shall extend to or impair any obligation not expressly waived, or impair any right consequent thereon. Any waiver may be given subject to satisfaction of conditions stated therein. The Maker hereby waives all rights of set-off and counterclaim with respect to this Note including rights of set- off and counterclaim with respect to this Note which may arise from claims heretofore unknown to the Maker. This Note shall be governed by, and construed in accordance with, the laws of the State of New York. IN WITNESS WHEREOF, this Note has been duly executed by the Maker as of the date first written above. [ ] WITNESS: -2-



THE PERKIN-ELMER CORPORATION

COMPUTATION OF NET INCOME PER SHARE
(unaudited)
(Amounts in thousands except per share amounts)


                                                   Nine months ended March 31,

                                                       1996          1995

Weighted average number of common shares              42,490        42,199

Common stock equivalents - stock options                 936           440

Weighted average number of
common shares used in calculating
primary net income per share                          43,426        42,639

Additional dilutive stock options                        172            59

Shares used in calculating fully
diluted net income per share                          43,598        42,698


Calculation of primary and fully
diluted net income per share:

Net income used in the calculations of
primary and fully diluted net income per share    $    4,412   $    68,711


Primary net income per share                      $     0.10   $      1.61


Fully diluted net income per share                $     0.10   $      1.61


                                     EXHIBIT 11

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE
NINE MONTHS ENDED MARCH  31, 1996 AND THE CONDENSED CONSOLIDATED
STATEMENT OF FINANCIAL POSITION AT MARCH  31, 1996  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         145,332
<SECURITIES>                                         0
<RECEIVABLES>                                  254,413
<ALLOWANCES>                                   (8,672)
<INVENTORY>                                    219,196
<CURRENT-ASSETS>                               685,860
<PP&E>                                         366,155
<DEPRECIATION>                               (216,976)
<TOTAL-ASSETS>                                 971,619
<CURRENT-LIABILITIES>                          464,311
<BONDS>                                              0
<COMMON>                                        45,600
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     283,366
<TOTAL-LIABILITY-AND-EQUITY>                   971,619
<SALES>                                        857,495
<TOTAL-REVENUES>                               857,495
<CGS>                                          441,647
<TOTAL-COSTS>                                  441,647
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 1,081
<INTEREST-EXPENSE>                               4,116
<INCOME-PRETAX>                                 15,029
<INCOME-TAX>                                  (10,617)
<INCOME-CONTINUING>                              4,412
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,412
<EPS-PRIMARY>                                     0.10
<EPS-DILUTED>                                     0.10
        


</TABLE>