10-Q

February 8, 1994









NASDAQ Dept. - Reports Section

1735 K Street, NW

Washington, DC  20006



RE:  Dynatech Corporation

        DYTC



Gentlemen:



We enclose for filing three complete copies, including exhibits,
of Dynatech Corporation's Form 10-Q for the nine months ended
December 31, 1993, including one manually signed copy, which was
filed with the Securities and Exchange Commission on this date.



Please acknowledge receipt on the attached copy of this letter
and return it to us in the envelope provided.



Very truly yours,









John C. Maag

Corporate Controller



Enclosures



cc:  RHH



JCM/jpc

JCM10Q

















February 8, 1994







NASDAQ Dept. - Reports Section

1735 K Street, NW

Washington, DC  20006



RE:  Dynatech Corporation

        DYTC



Gentlemen:



We enclose for filing three complete copies, including exhibits,
of Dynatech Corporation's Form 10-Q for the nine months ended
December 31, 1993, including one manually signed copy, which was
filed with the Securities and Exchange Commission on this date.



Please acknowledge receipt on the attached copy of this letter
and return it to us in the envelope provided.



Very truly yours,









John C. Maag

Corporate Controller



Enclosures



cc:  RHH



JCM/jpc

JCM10Q



______________________________________

Received by                                               Date













February 8, 1994







OFICS Filer Support

SEC Operatons Center

6432 General Green Way

Alexandria, VA  22312-2413



RE:  Dynatech Corporation

        File No. 0-7438



Gentlemen:



We enclose a conformed paper copy of electronic filings of
Dynatech Corporation's Form 10-Q for the nine months ended
December 31, 1993, pursuant to Rule 901(d) of Regulation S-T.



Very truly yours,









John C. Maag

Corporate Controller



Enclosures



cc:  RHH



JCM/jpc

JCM10Q

EX-15

Exhibit 15 (1)										8







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 balance sheet
of Dynatech Corporation as of December 31, 1993, and the related
consolidated statements of income and cash flows for the three
month and nine month periods ended December 31, 1993 and 1992 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

January 24, 1994


Exhibit 15 (2)										9













January 28, 1994









Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549



RE:  Dynatech Corporation



We are aware that our report dated January 24, 1994 on our
review of interim financial information of Dynatech Corporation
for the interim periods ended December 31, 1993 and 1992
included in the Corporation's quarterly report on Form 10-Q for
the quarter ended December 31, 1993 is incorporated by reference
in various registration statements on Form S-3 (File No.
2-78465, 2-81026, 2-82260, 2-78465, 2-81026, 2-82260, 2-85387,
2-86467, 2-92391, 2-94757, 33-365, 33-2387, and 33-5544,
33-7169, 33-24058 and 33-30610) and on Form S-8 (File No.
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