10-Q

U.S. 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 June 30, 1994



Commission file number 0-7438





 DYNATECH CORPORATION

(Exact name of registrant as specified in its charter)





MASSACHUSETTS							04-2258582

(State or other jurisdiction of   		  (I.R.S. Employer

incorporation or organization) 	 Identification
Number)



3 New England Executive Park

Burlington, Massachusetts  01803-5087

(Address of principal executive offices)(Zip code)



Registrant's telephone number, including area code: 
(617) 272-6100







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 .





At July 15, 1994 there were 9,057,649 shares of
common stock of the registrant outstanding.PART I.  Financial
Information









Item 1.  Financial Statements



DYNATECH CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share data)

(Unaudited)

								Three Months Ended

							          June 30      

 							   1994  		   1993

 	 	 	 

Sales 						$117,772		$117,749

Cost of sales				       56,724		  54,573

Gross profit 					  61,048 		  63,176

Selling, general and

 administrative expense 			  39,134		  40,543

Product development expense 		  12,796		  13,464

Amortization of intangibles		   2,048		   2,746

Operating income 				   7,070 		   6,423

Interest expense 				  (1,157) 	    (568)

Interest income 					236 	 		257

Other income 						279			 27

Income from continuing operations 

  before income taxes 			   6,428 	 	   6,139

Provision for income taxes 		   2,768 	 	   2,687

Net income from continuing 

	operations 				   3,660 	 	   3,452

Income from discontinued 

  operations, net of income 

  taxes of $105 in fiscal 1993	     --- 		     101

Net income 					$  3,660 		$  3,553



Income per common share 	

   Continuing operations		 	$    .39 		$    .37

   Discontinued operations	 	     --- 		     .01

							$    .39 		$    .38



Weighted average number 

  of common shares 				   9,298 	 	   9,269









See notes to condensed consolidated financial
statements.DYNATECH CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

								June 30	March 31

								 1994 	  1994

ASSETS 						   (Unaudited)  

	 	 	 

Current assets: 	 	 	 

	Cash and cash equivalents   	   $ 21,803    $  23,101

	Accounts receivable, net 		76,539	  73,090

	Inventories: 	 	 	 

		Raw materials 				28,992	  26,923

		Work in process 			13,144 	  14,091

		Finished goods 			20,007 	  20,671

								62,143 	  61,685

	Other current assets 			25,398 	  26,683

	Net current assets of 

	  discontinued operations 		 9,446 	  10,805

		Total current assets	    195,329 	 195,364

Property and equipment, net 			38,414 	  39,253

Intangible assets, net 				34,990 	  37,238

Other assets 						 9,624 	   8,698

						  	   $278,357 	$280,553

LIABILITIES 	 	 	 

	 		 

Current liabilities:

   Notes payable and current 

     portion of long-term debt	   $  3,000	$  2,911

   Accounts payable 				17,789 	  20,234

   Streamlining & restructuring accrual 33,457	 
35,276

   Other accrued expenses 			41,887 	  45,283

   Accrued income taxes 				 1,339	     650

	    Total current liabilities 	97,472	 104,354

Long-term debt 					33,004	  33,006

Deferred income taxes 				   448		550



SHAREHOLDERS' EQUITY 



Common stock						 2,477	   2,477

Additional paid-in capital 			 9,396	   9,414

Retained earnings 				    189,617	 185,957

Cumulative foreign currency adjustments	   334	   
(757)

Treasury stock 				    (54,391)	 (54,448)

	Total shareholders' equity	    147,433	 142,643

							   $278,357	$280,553









See notes to condensed consolidated financial
statements.DYNATECH CORPORATIONCONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS

(In thousands)

(Unaudited)





								Three Months Ended

								      June 30     

								  1994	    1993

Operating activities:

	Net income from continuing 

	  operations					$ 3,660	 $ 3,452

	Adjustments for noncash 

	  items included in net income:

		Depreciation 				  3,617	   3,355

		Amortization of intangibles	  2,048 	   2,747

		Increase in deferred taxes 	  1,930		164

		Other				 		68 		740

	Change in operating assets and 

	  liabilities, net of effects of

	  business acquisitions and 

	  divestitures			 		(10,801)    (8,476)

	Net cash flows provided by 

	  continuing operations 			    522	   1,982

	Net cash flows provided by 

	  discontinued operations 		 (3,121)      (289)

								 (2,599)	   1,693

Investing activities:

	Purchases of property and equipment (3,115)	  (4,009)

	Disposals of property and equipment    127		 69

	Proceeds from sale of businesses	  3,010		---

	Other 						    495	   1,975

	Net cash flows used in investing

	  activities					    517	  (1,965)



Financing activities:

	Debt borrowings 					71		--- 

	Repayment of debt 				   (138)	  (2,861)

	Proceeds from exercise of stock 

	  options 					    102		666

	Purchases of treasury stock		    (63)       ---

	Net cash flows used in financing 

	  activities					    (28)	  (2,195)

Effect of exchange rate on cash 		    812	    (154)

Decrease in cash and cash equivalents 	 (1,298)   
(2,621)

Cash and cash equivalents at beginning

  of year 						 23,101	  24,350

Cash and cash equivalents at end of 

  period							$21,803	 $21,729



Supplemental data:

	Cash paid during the period

	  for interest 				$ 2,097	 $ 1,538

	Cash paid during the period for 

	  income taxes 			$   785		 $ 1,303

	Tax benefit of disqualifying 

	  dispositions of stock options   ---		 $   314





See notes to condensed consolidated financial
statements.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



A.	Condensed Consolidated Financial Statements

In the opinion of management, the unaudited condensed
consolidated balance sheet at June 30, 1994, and the unaudited
consolidated statements of income and unaudited consolidated
condensed statements of cash flows for the interim periods ended
June 30, 1994 and 1993 include all adjustments (including normal
recurring adjustments) necessary to present fairly these
financial statements.  The aforementioned financial statements
have been subject to a review by Coopers & Lybrand, the
Company's independent accountants, whose report is included as
page 7 to this filing.  Coopers & Lybrand did not propose any
adjustments or additional disclosures as a result of their
review.



Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted.  The year-end balance sheet data was derived from
audited financial statements, but does not include disclosures
required by generally accepted accounting principles.  It is
suggested that these condensed statements be read in conjunction
with the Company's most recent Form 10-K and Annual Report as of
March 31, 1994.



B. Divestments

During the quarter, the Corporation sold Micro
Processor Systems, Inc., which has been classified as a
discontinued operation, and two other businesses for
approximately $3.1 million in cash and long-term promissory
notes approximating $3.3 million.



On July 1, 1994 the Corporation sold the operating
net assets of Whistler Corporation, which has been classified as
a discontinued operation, for $11.1 million in cash, completing
Dynatech's exit from the automotive products market.



The effects of these transactions are not material to
the consolidated financial statements.



C.  Treasury Stock

In June 1994 the Board of Directors authorized a
repurchase of up to $30 million of Dynatech common stock on the
open market and in private transactions.  At June 30, 1994 the
Corporation had repurchased 3,000 shares at a cost of $62,850. 
From July 1, 1994 through July 15, 1994 an additional 242,000
shares were repurchased for approximately $5.2 million.  All of
the acquired shares are held as common stock in treasury.



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



Results of Operations

Consolidated sales for the three months ended June
30, 1994 were $117,772,000 compared to  $117,749,000 in the
prior year's first quarter.  Information Support Products
segment sales rose 3.4% for the three months ended in fiscal
1994 reflecting growth for Transmission products.  Sales in the
Diversified Instrumentation segment increased 1.4% from base
business growth compared to the prior year quarter reflecting a
24% increase of sales of medical and diagnostic products offset
partially by a 13% reduction of expansion memory boards.  The
sale of four businesses in this segment resulted in an overall
decline of 6.6%.  Backlog from continuing operations was $94.0
million at both June 30, 1994 and March 31, 1994.

Consolidated gross profit was 51.8% for the current
quarter compared to 53.7% in the prior year quarter.  The
decrease in rate was primarily driven by higher production costs
for new product introductions and price sensitivity in video
graphics generation markets.  Information Support Products gross
margin declined to 55.1% compared to 57.6% in the prior year
quarter while Diversified Instrumentation gross margin was 45.8%
in each period.  Selling, general and administrative expenses
were lower in dollars and as a percent of sales from the prior
year first quarter resulting in part from the streamlining
actions announced in the fourth quarter of fiscal 1994.  Product
development expense was 10.9% of consolidated sales for the
current quarter compared to 11.4% in the first quarter of the
prior year.  The reduction was attributed primarily to the
nonstrategic businesses in the Diversified Instrumentation
segment.  Amortization of intangibles, of which $1.0 million in
the first quarter of fiscal 1995 and $1.3 million in the first
quarter of the prior year related to product technology and was
excluded from cost of sales, declined due to business
divestments and discontinuance of product lines.  Interest
expense from continuing and discontinued operations declined in
the current quarter to $1,490,000 as compared with $1,538,000 in
the prior year as a result of repayment of loan debt from
operating cash flow.  Interest income declined due to lower
investment rates.  The effective tax rate declined to
approximately 43% for the current quarter compared to 43.8% in
the prior year quarter resulting from lower nondeductible
amortization changes.



Income from continuing operations increased 6% to
$3,660,000, or $.39 per share, for the current quarter from
$3,452,000, or $.37 per share, for the first quarter of the
prior year, reflecting lower product development and
amortization costs offset partially by lower gross margins. 
Earnings for the quarter were aided by two factors:  shipments
of high-margin software related to the roll out of a three
dimensional radiation therapy planning system, and the licensing
of certain technology rights.



Estimated savings from implementing the streamlining
and restructuring actions were $1.6 million in the first quarter
of fiscal 1995 which included $.7 million in reduced
amortization charges resulting from intangible asset
revaluations. Employee headcount from continuing operations has
declined 6% since the implementation of the streamlining plan
and is on schedule toward a 10% reduction in work force upon
completion of announced restructurings and divestitures.  In
addition, the consumer automotive business units which employed
approximately 10% of the work force have been sold.



While the Company believes that the outlook for the
second quarter of fiscal 1995 is good, no assurance can be given
that operating results for the quarter will meet those of the
second quarter of fiscal 1994 which produced net income from
continuing operations of $.35 per share.  Operating results for
the second quarter of fiscal 1995 will depend upon, among other
things, the incoming order rate during the quarter for the
Company's various businesses, product mix, and the continued
successful implementation of the Company's reorganization plan. 
While the European economy continues to recover, European
business activity is normally slower in the second quarter than
during other parts of the fiscal year.



Capital Resources and Liquidity

The Company's funded debt was reduced to 19.6% of
total capital at June 30, 1994, an improvement from the year-end
level of 20.1% at March 31, 1994, the lowest level in eight
years.  The working capital ratio improved to 2.0 to 1 at June
30, 1994 from 1.9 to 1 at March 31, 1994.  Cash outlays for the
streamlining and restructuring actions approximated $1.2 million
in the first quarter.  Dynatech believes it has sufficient
resources to finance its cash requirements over the next year
including the necessary streamlining and restructuring actions
and treasury stock repurchases.



Item 6.  (a)  Exhibits

	    Exhibit 15(1)  Reort of Independent Accountants



	    Exhibit 15(2)  SEC Awareness Letter



PART II.  OTHER INFORMATION



Item 6.  Reports on Form 8-K



(a)  Exhibit 4.  Fourth Amendment to Multicurrency
Revolving Credit and Term Loan Agreement dated March 31, 1994
between Dynatech and The First National Bank of Boston, ABN AMRO
Bank N.V. and Mellon Bank N.A. is filed herewith.



(b)  No current reports on Form 8-K were filed by the
Registrant during the quarter ended June 30, 1994.







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.







					     DYNATECH CORPORATION    









Date  August 3, 1994     /S/   Robert H. Hertz        

 					      Robert H. Hertz

					      Chief Financial Officer 

						 and Treasurer





Date  August 3, 1994     /S/   John C. Maag           

					      John C. Maag

					      Corporate Controller





REPORT OF INDEPENDENT ACCOUNTANTS







To the Audit Committee of

The Board of Directors of 

Dynatech Corporation:



We have made a review of the unaudited condensed
consolidated balance sheet of Dynatech Corporation as of June
30, 1994, and the related consolidated statements of income and
cash flows for the three month periods ended June 30, 1994 and
1993, in accordance with standards established by the American
Institute of Certified Public Accountants.



A review of interim financial information consists
principally of obtaining an understanding of the system for the
preparation of interim financial information, applying
analytical procedures to financial data, and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an
opinion.



Based on our review, we are not aware of any material
modifications that should be made to the financial statements
referred to above for them to be in conformity with generally
accepted accounting principles.















COOPERS & LYBRAND

Boston, Massachusetts

July 21, 1994

EX-4

DYNATECH CORPORATION



FOURTH AMENDMENT 

TO

MULTICURRENCY REVOLVING CREDIT

AND TERM LOAN AGREEMENT



	Amendment Agreement (this "Amendment") dated as of
March 31, 1994, by and among Dynatech Corporation ("Dynatech"),
each of the Subsidiaries of Dynatech appearing on the signature
pages hereof (Dynatech and such Subsidiaries referred to
collectively as the "Borrowers" and individually as a
"Borrower"), The First National Bank of Boston ("FNBB"), ABN
AMRO Bank N.V., Boston Branch ("ABN AMRO") and Mellon Bank, N.A.
("Mellon") (each of FNBB, ABN AMRO and Mellon being referred to
herein collectively as the "Banks" and individually as a "Bank")
and The First National Bank of Boston, as Agent for the Banks
(the "Agent").



	PRELIMINARY STATEMENT.  Dynatech, certain
Subsidiaries named therein, FNBB, The First National Bank of
Chicago ("FNBC"), Bank of America National Trust and Savings
Association ("BofA") and the Agent entered into a Multicurrency
Revolving Credit and Term Loan Agreement, amended and restated
as of December 31, 1990 (as amended by the First Amendment to
Multicurrency Revolving Credit and Term Loan Agreement dated as
of September 25, 1992 to, among other things, replace FNBC and
BofA with ABN AMRO, by the Second Amendment to Multicurrency
Revolving Credit and Term Loan Agreement dated as of December
22, 1992, to, among other things, include Mellon as a Bank, and
by the Third Amendment to Multicurrency Revolving Credit and
Term Loan Agreement dated as of March 30, 1994 to, among other
things permit certain investments by Dynatech in connection with
the sale of Micro Processor Systems, Inc., the "Credit
Agreement").  The parties hereto desire to make certain
amendments to the Credit Agreement as hereinafter set forth
including, without limitation, making certain amendments to
certain of the financial covenants, to permit Dynatech to sell
certain of its assets and to permit certain investments by
Dynatech in connection with the sale of certain of its assets. 
Capitalized terms used herein shall have the meanings assigned
to them in the Credit Agreement, unless such terms are otherwise
defined herein.



SECTION 1.  AMENDMENTS TO THE CREDIT AGREEMENT.  The
Credit Agreement is hereby amended as follows:



	A.  Amendment to Section 5.1 of the Credit Agreement
(Current Ratio).  Section 5.1 of the Credit Agreement is hereby
amended by deleting Section 5.1 in its entirety and restating it
as follows:



"5.1. Current Ratio.  Cause Dynatech to maintain a
Current Ratio of at least 2 to 1; provided, however, when
calculating the Current Ratio there shall be excluded from the
Consolidated Current Liabilities portion of Current Ratio up to
a maximum aggregate amount of $35,000,000 of current liabilities
attributable to any restructuring charge of Dynatech taken in
the quarter ending March 31, 1994."



	B.  Amendment to Section 5.4 of the Credit Agreement
(Fixed Charge Coverage).  Section 5.4 of the Credit Agreement is
hereby amended by deleting Section 5.4 in its entirety and
restating it as follows:



"5.4.  Fixed Charge Coverage.  Cause Dynatech to
maintain a ratio of (a) Net Revenues Available for Debt Service
(excluding, for the fiscal quarter ending March 31, 1994, any
deductions for operating and maintenance expenses attributable
to any restructuring of Dynatech up to a maximum aggregate
amount of $50,000,000) for each period of four (4) consecutive
fiscal quarters, to (b) Debt Service for such period, of at
least 3 to 1."



	C. Amendment to Section 6.3 of the Credit Agreement
(Investments).  Section 6.3 of the Credit Agreement is hereby
amended by (a) deleting the word "and" at the end of section
6.3(f); (b) deleting the period at the end of section 6.3(g) and
substituting in place thereof a semicolon and the word "and";
and (c) inserting immediately after the last line of section 6.3
the following:



"(h)  Investments consisting of notes made by any
purchaser of certain assets or stock of the Borrowers or any of
their Subsidiaries, and delivered to such seller pursuant to a
sale permitted by section 6.4 hereof, provided that the
aggregate amount of all such notes does not exceed $5,000,000
and such notes relate to sales which are effective on or prior
to December 31, 1995."



	D. Amendment to Section 6.4 of the Credit Agreement
(Merger, Consolidation or Sale of Assets, Etc.).  Section 6.4 of
the Credit Agreement is hereby amended as follows:



(a)  Section 6.4(c) of the Credit Agreement is hereby
amended by inserting immediately after phrase "or is such
Subsidiary is not a Material Subsidiary" the words "(or is one
of the material Subsidiaries identified as any of Whistler
Corporation, Dynatech Systems France, SA, Piiceon, Inc.,
Qualimetrics, Inc. or Dynatech Data Communications Ltd. and such
disposition is completed by December 1, 1995)".



(b)  Section 6.4(d) of the Credit Agreement is hereby
amended by inserting immediately after phrase "or is such
Subsidiary is not a Material Subsidiary" the words "(or is one
of the Material Subsidiaries identified as any of Whistler
Corporation, Dynatech Systems France, SA, Piiceon, Inc.,
Qualimetrics, Inc. or Dynatech Data Communications, Ltd. and
such disposition is completed by December 1, 1995)".



	E.  Substitution of New Schedule 1 and Schedule 5. 
The Schedule 1 and Schedule 5 annexed to the Credit Agreement
are hereby deleted in their entirety, and the new Schedule 1 and
Schedule 5 annexed hereto are hereby substituted in place
thereof.



	SECTION 2. EFFECTIVENESS.



	The amendments of the Credit Agreement to be made
pursuant to section 1 of this Amendment shall become effective
as of March 31, 1994 when the Agent shall have received this
Amendment, signed by each of the Borrowers, the Majority Banks
and the Agent.



	SECTION 3. REPRESENTATIONS AND WARRANTIES; NO
DEFAULT.



	Each of the Borrowers represents and warrants to
each of the Banks and the Agent that (a) the representations and
warranties contained in Section 4 of the Credit Agreement are
true and accurate in all material respects as of the date of
this Amendment, with the same effect as if made as of the date
hereof and after giving effect to the provisions of this
Amendment; (b) there exists no Default or Event of Default under
the Credit Agreement; (c) there are not Material Subsidiaries as
of the date hereof other than those listed on Schedule 5 to the
Credit Agreement; (d) the execution, delivery, and performance
of this Amendment, and the Credit Agreement as amended hereby,
are within the corporate powers, and have been duly authorized
by all necessary corporate action on the part of, each of the
Borrowers; and (e) this Amendment, and the Credit Agreement as
amended hereby, constitute valid and legally binding obligations
of each of the Borrowers, enforceable against each of the
Borrowers in accordance with their respective terms, except as
limited by bankruptcy, insolvency, reorganization or similar
laws affecting generally the enforcement of creditors' rights,
and except that the availability of specific performance or
other equitable remedies may be subject to the discretion of the
court in which an action for such remedies is brought.



	SECTION 4.  REFERENCE TO AND EFFECT ON CREDIT
AGREEMENT.



	(a)  Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import, shall
mean and be a reference to the Credit Agreement as amended
hereby.



	(b)  Except as specifically amended hereby, the
Credit Agreement shall remain in full force and effect, and is
hereby ratified and confirmed.



	(c)  The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Bank
under the Credit Agreement.



	SECTION 5.  GOVERNING LAW.



	This Amendment shall be deemed to be a contract
under the laws of the Commonwealth of Massachusetts and shall
for all purposes be construed in accordance with and governed by
the laws of said Commonwealth.



	SECTION 6.  MISCELLANEOUS.



	The captions in this Agreement are for convenience
of reference only and shall not define or limit the provisions
hereof.  This Amendment may be executed in one or more
counterparts, each of which when so executed and delivered shall
be an original, but all of which together shall constitute one
instrument.  In proving this Amendment, it shall not be
necessary to produce or account for more than one such
counterpart.



(Remainder of Page Intentionally Left Blank)







	Signed, sealed and delivered, as of the date set
forth at the beginning of this Amendment, by each of the
Borrowers, the Majority Banks and the Agent.



DYNATECH CORPORATION

WHISTLER CORPORATION

PIICEON, INC.

DYNATECH USA, INC.

DYNATECH LABORATORIES, INC.

UTAH SCIENTIFIC, INC.

TELECOMMUNICATIONS

  TECHNIQUES CORPORATION

ASINC, INC.

TRONTECH, INC.

QUALIMETRICS, INC.

INDUSTRIAL COMPUTER SOURCE



By: Robert H. Hertz

Title:  CFO & Treasurer



THE FIRST NATIONAL BANK OF

 BOSTON, individually

 and as Agent



By: Jay S. Massimo

Title:  Vice President



MELLON BANK



By: Robert Summersgill

Title:  Vice President



ABN AMRO BANK N.V.,

 BOSTON BRANCH



By: Lisa C. Sheehan

Title:  Assistant Vice President



By: Elliott O. May

Title:  Vice President





DYNATECH CORPORATION

Subsidiaries of the Registrant

EXHIBIT 21

									State or other

									 jurisdiction

Name of Parent of Subsidiary				of organization

Dynatech Corporation - Parent				Massachusetts

Dynatech U.S.A., Inc.					Massachusetts

Alpha Image, Inc.						Delaware

Alta Group, Inc.						California

Asinc, Incorporated						California

Atmospheric Research Systems, Inc.			Florida

Bradley Telcom Corporation (inactive)		New Jersey

ColorGraphics Systems, Inc.				Wisconsin

ComCoTec, Inc.							Illinois

Computerized Medical Systems, Inc.			Missouri

DaVinci Systems, Inc.					Florida

Digital Technology, Inc.					Ohio

Dolphin Networks, Inc.					Georgia

Dyna FSC Corporation					U.S. Virgin 										 
Islands

Dynatech Cable Products Group, Inc.		Utah

Dynatech Communications, Inc.				Delaware

Dynatech Laboratories, Inc.				Delaware

Dynatech Leasing Corporation				Nevada

Dynatech Microwave Technology, Inc.		Nevada

Dynatech Nevada, Inc.					Nevada

Dynatech NewStar, Inc.					Wisconsin

Dynatech Precision Sampling Corporation		Louisiana

Dynatech Tactical Communications,
Inc.		Massachusetts

Dynatech Video Group, Inc.				Utah

Dynatech Video & Specialty Computers, Inc.	Wisconsin

Geomet Data Services, Inc.				Arizona

Dynatech Spectrum, Inc.					California

Industrial Computer Source, Inc.			California

Innovative Electronics, Inc.				Florida

Interface Technology, Inc.				California

L.E.A. Dynatech, Incorporated				Florida

Lightning Location and Protection, Inc.		Arizona

LP Com (inactive)						California

Parallax Graphics, Inc.					California

Piiceon, Inc.							California

Qualimetrics, Inc.						California

Quanta Corporation						Utah

Quanta International Corporation			Utah

Science Associates, Inc. 

  (in liquidation)						New Jersey

Telecommunications Techniques 

  Corporation							Maryland

Trigon Industries, Inc.					California

Trontech, Inc.							New Jersey

Unex Corporation						Massachusetts

U.S. Computer Systems, Inc.				Ohio

Utah Scientific Inc.					Nevada

V.I. Corporation						Massachusetts

Weathertronics International, Inc. 

  (inactive)							California

Whistler Corporation					Massachusetts

XKD Corporation						California

Alpha Image, Limited					England

Cromemco, G.m.b.H. (inactive)				Germany

Cromemco, Limited (inactive)				England

Cybermation, Limited (inactive)			England

Dynatech A.G. (in liquidation)			Switzerland

Dynatech Video Group, Ltd.				England

Dynatech Communications, Ltd.				Canada

Dynatech Communications, Ltd.				England

Dynatech Scandinavia A/S					Norway

Dynatech Communications SRL				Italy

Dynatech Communications Svenska A.B.		Sweden

Dynatech Data Communications, Ltd.			Guernsey,

									Channel Islands

Dynatech Communications Espani 

  (in liquidation)						Spain

Dynatech Communications G.m.b.H.			Germany

Dynatech Deutschland, G.m.b.H.			Germany

Dynatech Gesellschaft Furdated 

   Verarbeitung						Germany

Dynatech Systems France, SA				France

Dynatech Holdings Ltd.					Guernsey,

									Channel Islands

Dynatech Holdings Ltd.					England

Dynatech Holdings S.A.R.L.				France

Dynatech Hong Kong, Ltd.					Hong Kong

Dynatech Investments, Ltd.				Guernsey,

									Channel Islands

Nihon Dynatech K.K.						Japan

Dynatech Laboratories, Ltd.				England

Dynatech Medical Products, Ltd.			Guernsey,

									Channel Islands

Dynatech Systems, Limited				England

Industrial Computer Source France			France

Laboratorie Dynatech SARL				France

Piiceon, Ltd.							England

Qualimetrics, Limited					England

Telecommunications Techniques Company 

  (UK), Ltd.							England

Dynatech Laboratories s.r.o.				Czech Republic

Telecommunications Techniques Company 

  (Ireland) Ltd.						Ireland

V.I. Corporation (Europe) Ltd.			England





SCHEDULE 5 - MATERIAL SUBSIDIARIES



DYNATECH CORPORATION





Material Subsidiaries which contribute greater than
5% of Tangible Net Worth or Gross Revenues - March 31, 1994



                                                     
   Company					Percent of  	Percent of 

						Tangible Net	Gross 

						 Worth (1)	Revenue (2) 

TTC						 	28.8%	22.6% 

Whistler Corporation		 	11.2% 	 N/A   

Dynatech Systems France SA 		 7.7% 	

Piiceon, Inc. 					 6.2% 	 6.5% 

Asinc, Inc. 					 5.1% 	 

Industrial Computer Source, Inc. 	 5.6% 	 6.9% 

Qualimetrics, Inc. 	  			 5.4% 	

1.  For purpose of this presentation, tangible net
worth of subsidiaries is exclusive of intercompany transactions.
Intercompany amounts can include dividend distributions to the
parent company.  Consolidated Tangible Net Worth at March 31,
1994 was $103,722,000.  Subsidiary amounts do not include any
portion of treasury stock repurchases which serves to reduce
consolidated tangible net worth.

2.  Consolidated gross revenues for the year ended
March 31, 1994 were $458,449,000.


EX-15
3


EXHIBIT 15.1



REPORT OF INDEPENDENT ACCOUNTANTS





To the board of Directors and

Shareholders of Dynatech Corporation:





We have reviewed the unaudited condensed consolidated
balance sheet of Dynatech Corporation as of June 30, 1994, and
the related condensed consolidated statements of income and cash
flows for the three-month periods ended June 30, 1994 and 1993. 
These financial statements are the responsibility of the
Company's management.



We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants.  A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an
audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding
the financial statements taken as a whole.  Accordingly, we do
not express such an opinion.



Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.



We have previously audited, in accordance with
generally accepted auditing standards, the consolidated balance
sheet as of March 31, 1994, and the related consolidated
statements of operations, shareholders' equity, and cash flows
for the year then ended (not presented herein), and in our
report, dated May 23, 1994, we expressed an unqualified opinion
on those consolidated financial statements.  In our opinion, the
information set forth in the accompanying condensed consolidated
balance sheet as of March 31, 1994, is fairly presented, in all
material respects, in relation to the consolidated balance sheet
from which it has been derived.







COOPERS & LYBRAND



Boston, Massachusetts

July 21, 1994




EX-15
4


EXHIBIT 15.2













July 21, 1994









Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549



RE:  Dynatech Corporation



We are aware that our report dated July 21, 1994 on
our review of interim financial information of Dynatech
Corporation for the interim periods ended June 30, 1994 and
1993, and included in the Coorporation's quarterly report on
Form 10-Q for the quarter ended June 30, 1994 is incorporated by
reference in various registration statements on Form S-3 (File
Nos. 2-78465, 2-81026, 2-82260, 2-85387, 2-86467, 2-92391,
2-94757, 33-365, 33-2387, 33-5544, 33-17169, 33-24058, and
33-30610) and on Form S-8 (File Nos. 2-87779, 33-10465, 33-17243
and 33-42427).  Pursuant to Rule 436(c) under the Securities Act
of 1933, this report should not be considered a part of the
registration statements prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.













								Coopers & Lybrand






-----END PRIVACY-ENHANCED MESSAGE-----

EX-15

EXHIBIT 15.1



REPORT OF INDEPENDENT ACCOUNTANTS





To the board of Directors and

Shareholders of Dynatech Corporation:





We have reviewed the unaudited condensed consolidated
balance sheet of Dynatech Corporation as of June 30, 1994, and
the related condensed consolidated statements of income and cash
flows for the three-month periods ended June 30, 1994 and 1993. 
These financial statements are the responsibility of the
Company's management.



We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants.  A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an
audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding
the financial statements taken as a whole.  Accordingly, we do
not express such an opinion.



Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.



We have previously audited, in accordance with
generally accepted auditing standards, the consolidated balance
sheet as of March 31, 1994, and the related consolidated
statements of operations, shareholders' equity, and cash flows
for the year then ended (not presented herein), and in our
report, dated May 23, 1994, we expressed an unqualified opinion
on those consolidated financial statements.  In our opinion, the
information set forth in the accompanying condensed consolidated
balance sheet as of March 31, 1994, is fairly presented, in all
material respects, in relation to the consolidated balance sheet
from which it has been derived.







COOPERS & LYBRAND



Boston, Massachusetts

July 21, 1994

EX-15

EXHIBIT 15.2













July 21, 1994









Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549



RE:  Dynatech Corporation



We are aware that our report dated July 21, 1994 on
our review of interim financial information of Dynatech
Corporation for the interim periods ended June 30, 1994 and
1993, and included in the Coorporation's quarterly report on
Form 10-Q for the quarter ended June 30, 1994 is incorporated by
reference in various registration statements on Form S-3 (File
Nos. 2-78465, 2-81026, 2-82260, 2-85387, 2-86467, 2-92391,
2-94757, 33-365, 33-2387, 33-5544, 33-17169, 33-24058, and
33-30610) and on Form S-8 (File Nos. 2-87779, 33-10465, 33-17243
and 33-42427).  Pursuant to Rule 436(c) under the Securities Act
of 1933, this report should not be considered a part of the
registration statements prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.













								Coopers & Lybrand