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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

   
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                                   FORM 10-K/A

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

FOR THE FISCAL YEAR ENDED DECEMBER 30, 1995         COMMISSION FILE NO. 1-8045

                                  GENRAD, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         MASSACHUSETTS                                    04-1360950
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification Number)

300 BAKER AVENUE, CONCORD, MASSACHUSETTS                  01742-2174
(Address of principal executive offices)                  (Zip Code)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (508) 287-7000

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


      Title of each class            Name of each exchange on which registered
      -------------------            -----------------------------------------
  Common Stock, $1 par value                   New York Stock Exchange
7-1/4% Convertible Subordinated                New York Stock Exchange
     Debentures due 2011

     Securities registered pursuant to Section 12(g) of the Act:  NONE

     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 and (2) has been subject to such filing
requirements for the past 90 days.    Yes   /X/     No  / /

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  /  /

     The aggregate market value of shares held by non-affiliates of the
registrant as of March 12, 1996 was $254,310,349. 20,143,394 shares of the 
Common Stock of GenRad, Inc., $1 par value, were outstanding on March 12, 1996.

                      DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of the Proxy Statement of GenRad, Inc. for the Annual Meeting of
     Shareholders to be held on May 9, 1996 (the "1996 Proxy Statement"), which
     will be filed with the Securities and Exchange Commission within 120 days
     after the close of the Company's fiscal year ended December 30, 1995, are
     incorporated by reference into Part III.

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ITEM 6.  SELECTED FINANCIAL DATA

GENRAD, INC. AND SUBSIDIARIES

   

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SELECTED FINANCIAL DATA FIVE YEAR SUMMARY
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(Dollar amounts in thousands, except per share amounts)
- --------------------------------------------------------------------------------------------------------------------------
                                                                 1995         1994         1993         1992         1991
- --------------------------------------------------------------------------------------------------------------------------

                                                                                                       
OPERATIONS:
Net sales and service revenues ..........................   $ 153,567    $ 143,915    $ 158,704    $ 142,609    $ 156,391
Gross margin ............................................      73,102       66,896       66,653       63,696       69,252
Net income (loss) .......................................      12,410        5,419      (43,797)      (7,406)     (39,081)

Net income (loss) per common and common equivalent share:
Primary .................................................         .60          .28        (2.42)        (.42)       (2.22)
Fully diluted ...........................................         .58          .27        (2.42)        (.42)       (2.22)
BALANCE SHEET:
Current ratio ...........................................         1.7          1.3          1.2          1.8          1.7
Inventories .............................................      15,601       15,882       13,305       15,519       19,213
Total assets ............................................      85,016       79,708       77,116      100,151      117,024
Long-term debt ..........................................      48,983       48,917       48,851       48,785       48,719
Stockholders' equity (deficit) ..........................     (23,757)     (38,231)     (45,287)      (5,280)       3,547

OTHER DATA:
Number of employees* ....................................       1,095        1,096        1,184        1,363        1,370
Average weighted shares outstanding
  Primary ...............................................      20,792       19,694       18,132       17,798       17,642
  Fully diluted .........................................      21,359       19,884       18,132       17,798       17,642


*Includes contract employees
    



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ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS 


RESULTS OF OPERATIONS
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The following table sets forth, for the periods indicated, the percentage of net
revenues represented by certain items in the Company's Consolidated Statement of
Operations.


- --------------------------------------------------------------------------------
                                                  1995      1994      1993
- --------------------------------------------------------------------------------
                                                            
Net sales and service revenues .............     100.0%    100.0%    100.0%
Cost of products and services sold .........      52.4      53.5      58.0
                                                 -----     -----     -----
Gross margin ...............................      47.6      46.5      42.0

Selling, general and administrative expenses      28.0      30.4      34.0
Research and development ...................       9.6       9.5       9.7
Restructuring charges (credits) ............      (0.7)       --      23.2
                                                 -----     -----     -----
Operating income (loss) ....................      10.7       6.6     (24.9)
Other income (expense) .....................      (2.3)     (2.0)     (2.7)
Income tax benefit (provision) .............      (0.3)     (0.8)      --
                                                 -----     -----     -----
Net income (loss) ..........................       8.1%      3.8%    (27.6)%
                                                 =====     =====     =====


OPERATING RESULTS - 1995 VS. 1994
- ---------------------------------

Orders for the Company's products and services decreased to $148.2 million for
the twelve months ended December 30, 1995, compared to $156.6 million for the
comparable period in 1994. The 1994 orders benefited from a $12.2 million U.S.
Marine Corps order.

Backlog at the end of 1995 was $26.3 million compared to $31.7 million at
year-end 1994. Backlog relating to the U.S. Marine Corps order at the end of
1995 was $1.1 million compared to $9.1 million at the end of 1994. The Company
believes that a substantial portion of the 1995 backlog will be recognized as
revenue during the first quarter of 1996.

Net product and service revenues were $153.6 million for the twelve months ended
December 30, 1995, as compared to $143.9 million for the same period in 1994.
The increase for the twelve months ended December 30, 1995 is primarily due to
increased revenues of approximately $7.5 million derived from contracts with the
U.S. Marine Corps and Ford of Europe.

Revenues from international markets accounted for 59% of revenues for the twelve
months ended December 30, 1995, as compared to 60% for the same period in 1994.
Product and service revenues from international markets are subject to the risks
of currency fluctuations. 

Gross margin as a percent of revenues increased to 47.6% for the twelve months
ended December 30, 1995, as compared to 46.5% for the same period in 1994. Gross
margin for the twelve months ended December 30, 1995 increased primarily due to
reduced manufacturing costs and an overall increase in sales volume. Although
margins continue to be impacted by competitive pricing pressures, the Company
has responded by reducing its manufacturing costs.

Selling, general and administrative expenses decreased for the twelve months
ended December 30, 1995 to $43.0 million, from $43.7 million in the comparable
period of 1994. 

In 1995 the Company incurred severance costs of $3.9 million, which are
reflected as follows: cost of products and services sold, $1.2 million; selling,
general and administrative, $2.1 million; and research and development, $0.6
million. In the fourth quarter of 1995 the Company incurred severance costs of
$1.4 million. In 1994 the Company incurred severance costs of $2.0 million
reflected entirely in selling, general and administrative expenses.

On January 31, 1995, the Company ceased all benefit accruals under the Company's
domestic noncontributory defined benefit pension plan as part of its redesigning
of the Company's domestic employee benefit plans. This change resulted in the
Company recognizing a curtailment gain of $1.95 million in the first quarter of
1995, which reduced selling, general and administrative expenses for 1995.

On August 17, 1995, the Company resolved all legal issues, and settled patent
infringement litigation with a competitor. The Company had previously
established reserves for legal fees and related costs with respect to the
litigation. The settlement resulted in the elimination of previously established
reserves and reduced selling, general and administrative expenses by $1.25
million in the third quarter of 1995.

Research and development expenses increased for the twelve month period ended
December 30, 1995 to $14.7 million from $13.7 million in the comparable period
of 1994. As a percentage of net product and service revenues, research and
development expenses increased slightly to 9.6% for the twelve months


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ended December 30, 1995 versus 9.5% for 1994. The Company continues to invest in
new product development and enhancements to existing products and expects
research and development to continue at approximately 9% of revenues in 1996.

As part of a 1993 restructuring, the Company established a reserve for
discontinued product lines. As a result of the sale of one such product line in
March 1995, $1.0 million of the reserve was reversed in the first quarter of
fiscal 1995. This reversal is classified as restructuring credits in the
Consolidated Statement of Operations. 

During 1995, interest expense was virtually unchanged from 1994.

Other income and expense includes foreign currency exchange gains and losses,
the cost of hedging and certain miscellaneous expenses. Other income (expense)
decreased to $0.1 million in 1995 from $0.7 million in 1994.

The provision for taxes represents foreign and state income taxes. The provision
for income taxes decreased for the twelve months ended December 30, 1995, in
relation to the comparable period in 1994, due primarily to a decreased level of
estimated taxable foreign income. A tax benefit of $414,000 was recorded in the
fourth quarter of 1995.

At December 30, 1995, the Company had a net deferred tax asset of $75.8 million
(before valuation allowance) consisting primarily of the future tax benefits
from net operating loss carryforwards and their tax credits. At December 30,
1995, the Company had a 100% valuation allowance against the net deferred tax
asset as management believes, based on the available evidence, that it is more
likely than not that the Company will not realize any benefits from its net
deferred tax asset. Realization of the net deferred tax asset and future
reversals of the valuation allowance depend on the Company's ability to generate
future taxable income during the respective carryforward periods. Management
believes that it is reasonably possible that a portion of the valuation
allowance will be reversed in the near term.

As a result of the above, the Company reported net income of $12,410,000 for the
twelve months ended December 30, 1995, as compared to net income of $5,419,000
for the comparable period in 1994.

OPERATING RESULTS - 1994 vs. 1993 
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Orders received for the Company's products and services were $156.6 million in
1994, as compared to $144.1 million in 1993. Included in orders received for
1993 were $11.9 million of orders related to product lines discontinued in 1993.
The increase in 1994 product and service orders reflected increased demand for
the Company's electronic manufacturing test products and a U.S. Marine Corps
follow-on order in the amount of $12.2 million, related to a contract received
by the Company in 1992.

Backlog at the end of 1994 was $31.7 million, as compared to $19.0 million at
the end of 1993. Backlog of U.S. Marine Corps orders totaled $9.1 million at the
end of 1994, compared to $2.4 million at the end of 1993.

Net product and service revenues were $143.9 million for 1994, as compared to
$158.7 million in 1993. The reduction between years is partially caused by the
discontinuance of certain product lines during 1993. Discontinued product lines
contributed $12.0 million in revenues in 1993. In addition, 1994 included $20.4
million derived from contracts with Ford of Europe and the U.S. Marine Corps, as
compared to $40.8 million in 1993. Service revenues decreased by $2.6 million.
The decline in service revenues is the result of a reduction in the active
installed base, a general reduction in service requirements by customers, and
decreased revenues derived from services performed.

Revenues derived from the international market accounted for 60% in 1994 and 56%
in 1993. Product and service revenues derived from the international market are
subject to the risks of currency fluctuations. The U.S. dollar weakened during
1994 relative to most major foreign currencies, which had only a minor impact on
the Company's international net revenue.

Gross margin as a percent of revenues increased to 46.5% in 1994 from 42.0% in
1993. Gross margins increased due to changes in product mix. Revenues from the
Company's electronic manufacturing test products increased. Revenues from


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automotive electronics diagnostic systems and from the U.S. Marine Corps
contract decreased, both of which have overall lower margins. In addition,
margins have improved as a percentage of revenues due to cost reductions
achieved as a result of the 1993 restructuring and continued focus on material
and manufacturing cost reduction programs. The margin improvements noted above
have been partially offset, however, by the adverse effect of competitive 
pricing pressures. 

Selling, general and administrative expenses decreased by $10.3 million to $43.7
million in 1994 from $54.0 million in 1993. The decline in expenses is related
to the Company's 1993 restructuring which was initiated at the end of the third
quarter of 1993 and resulted in a reduction in workforce, discontinued product
lines, reduced facility costs and reduced depreciation. The decline is also
related to a $5.0 million charge in 1993 for the establishment of patent
litigation reserves and for the accelerated recognition of compensation expense
associated with previously granted stock options and stock awards. Partially
offsetting the above, the Company's operating expenses increased as a result of
the Company's establishment of additional sales capacity and offices to service
its automotive customers, increased costs associated with sales and operating
performance incentive programs and severance costs associated with various
personnel changes.

Research and development expenses declined $1.6 million to $13.7 million in 1994
from $15.3 million in 1993. As a percentage of net product and service revenues,
research and development costs decreased 0.2% to 9.5% in 1994. The decrease is
primarily the result of the Company's 1993 restructuring program which resulted
in a reduction of workforce, discontinued product lines, reduced facilities
costs and reduced depreciation.

At the end of the third quarter of 1993, the Company initiated a program to
divest certain product lines which were not consistent with the Company's
strategy and to realign and resize operations to the expected revenue levels of
the remaining core product lines. As a result, restructuring charges of $36.8
million were recorded in 1993. The restructuring charges included severance of
$6.5 million, asset write-offs of $12.3 million, excess facilities reserves of
$12.5 million, $3.2 million for discontinued product lines and $2.3 million for
miscellaneous other costs.

The labor force was reduced by 12% beginning in the fourth quarter of 1993,
resulting in cash outflows for severance of $1.3 million in 1993, $4.2 million
in 1994 and $0.5 million in 1995. Asset write-offs of $12.3 million related
principally to building and leasehold improvements of vacated and excess space,
had no cash flow effect and resulted in an annual depreciation savings of $1.4
million in 1994. The Company's Fareham, England facility was sold for $1.7
million in July 1994, and its Bolton, Massachusetts facility was sold for $2.1
million in January 1995, consistent with the restructuring plan. The proceeds
from these sales approximated the carrying value of the assets sold.

Excess facilities reserves of $12.5 million relate primarily to losses in leases
for vacated domestic and European facilities. Cash outflows related to excess
facilities, provided as part of the 1993 restructuring, were $0.4 million in
1993, $3.2 million in 1994 and $1.8 million in 1995. Most of the estimated
future cash outflows for excess facilities costs relate to two buildings: one in
Milpitas, California, with a lease expiration date of March 1998; and the other
in Maidenhead, England, with a lease expiration date of December 2013. As part
of the restructuring plan, the Milpitas, California building has been partially
subleased through July 1997, and the Maidenhead building has been fully
subleased through February 1999. As the Company continues to restructure current
leasing arrangements, the utilization of excess facilities reserves and related
cash flows may differ from present estimates.

The Company was named as a defendant in a patent infringement litigation matter
with a competitor. During the fourth quarter of 1993, the Company established a
reserve to cover its best estimate of the outcome of settlement negotiations and
legal costs. During the 1994 first quarter, the Company increased its estimate
of legal costs and recorded such increase in general and administrative
expenses. This matter was settled on August 17, 1995. See "OPERATING RESULTS"
1995 versus 1994 for further discussion of this matter.

Other income and expense includes foreign currency exchange gains and losses,
the cost of hedging and certain miscellaneous expenses. Other income (expense)
increased by $1.0 million to $0.7 million in 1994 from $(0.3) million in 1993.
This resulted primarily due to favorable foreign currency fluctuations in
relation to the Company's hedged position, which more than offset the cost of
hedging and other expenses in 1994 as compared to 1993. 

The Company buys and sells foreign currencies using forward contracts intended
to hedge payables and receivables denominated in foreign currencies. The Company
primarily trades in U.S. dollars and European currencies. At December 31, 1994,
the Company had forward exchange contracts to sell $7.9 million in foreign
currencies, all of which were European denominated. 

The provision for taxes in 1994 and 1993 represents foreign and state income
taxes. The Company utilized existing operating loss carryfowards to offset
current requirements for United States federal income taxes.

LIQUIDITY AND SOURCES OF CAPITAL 
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Cash and equivalents as of December 30, 1995 increased $1.4 million from
December 31, 1994. For 1995, cash flow from operations was $2.5 million.

Proceeds from the sale of assets held for sale generated $3.2 million in cash
inflows in 1995. These proceeds were from the sale of the Company's Bolton,
Massachusetts facility for $2.1 million and the sale of the STP product line
for $1.1 million.


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Capital expenditures for the twelve months ended December 30, 1995 totaled $6.6
million. Additions to property, plant and equipment were primarily for equipment
used in research and development and manufacturing. Capital expenditure
commitments were not significant at December 30, 1995. Capital expenditures for
1996 are expected to be approximately $5.8 million.

Exercise of stock options generated $2.4 million in cash during 1995.

   
The Company is party to long-term leases related to vacated domestic and
European facilities provided for in the Company's 1993 and prior restructurings.
Cash of $4.8 million was used to fund these arrangements for the twelve months
ended December 30, 1995. At December 30, 1995, reserves for excess facilities
relating to these long-term leases totaled $8.3 million. The Company projects
that cash of $2.5 million will be spent in 1996 to fund these arrangements.
During the twelve months ended December 30, 1995, cash of approximately $4.0
million was used to fund severance, litigation and legal costs and other
miscellaneous charges.
    

The Company's primary source of liquidity is internally generated funds. The
Company also has existing available secured lines of credit of up to $14.2
million. The total available credit lines consist of a $12.0 million U.S. credit
facility entered into in June 1992 which expires on December 31, 1996, and $2.2
million in a U.K. credit facility. On December 30, 1995, the Company had no
outstanding borrowings, an available borrowing capacity of $10.3 million under
the U.S. credit facility and $2.2 million under the U.K. credit facility.
Borrowings under the credit facilities are subject to compliance with specified
financial and operating covenants and are secured by all of the Company's
domestic assets. Additionally, the U.K. credit facility is secured by all of the
Company's U.K. assets and is payable on demand.

The terms of the Company's 7 1/4% Convertible Subordinated Debentures require
the Company to make annual sinking fund payments of $2.875 million starting in
May 1996. As a result of the Company having repurchased $7.5 million of the
Debentures during 1990, the Company intends to use the previous repurchase in
lieu of sinking fund payments and defer the initiation of such payments until
1998.

The Company's ability to fund its working capital and capital expenditure
requirements, make interest payments on its convertible debentures and other
borrowings and meet its other cash obligations including those arising from its
recent restructurings, will depend on, among other things, internally generated
funds and the continued availability and compliance with its credit facilities.
Management believes that internally generated funds and its available credit
facilities will provide the Company with sufficient sources of funds to satisfy
its anticipated requirements in 1996. However, if there is a significant
reduction in internally generated funds, the Company may require significant
funds from outside financing sources. In such an event, there can be no
assurance that the Company would be able to obtain such funding as and when
required or on acceptable terms.

The Company buys and sells foreign currencies using forward contracts intended
to hedge payables and receivables denominated in foreign currencies. The Company
primarily trades in U.S. dollars and European currencies. At December 30, 1995,
the Company had forward exchange contracts to sell approximately $9.9 million of
foreign currencies, which were primarily European denominated.

Inflation during the periods presented did not have any significant effect on
the operations of the Company. Due to the current market environment, certain
products have been repositioned in the market with product changes and various
price changes, both upward and downward. The Company attempts to mitigate
inflationary cost increases by continued improvements in manufacturing
efficiency achieved through the use of improved methods and technology.

FACTORS THAT MAY AFFECT FUTURE RESULTS 
- --------------------------------------

The Company's future operating results are dependent upon the Company's
ability to develop, manufacture and market technologically innovative products
that meet customers needs, fund its working capital, capital expenditure and
financing requirements and meet its cash obligations, including those arising
from past restructurings. 

The market for the Company's products is characterized by rapid technological
change, evolving industry standards, changes in customers needs, and frequent
new product introductions, and is therefore highly dependent on timely product
innovation. Competition in the markets in which the Company operates is intense.
The introduction by the Company or its competitors of products embodying new
technology or the emergence of new industry standards or practices could render
the Company's existing products obsolete or otherwise unmarketable. The
Company's ability to develop and market products and services that successfully
meet changing market needs will impact future results. A portion of future
revenues will come from new products and services. The Company cannot determine
the ultimate effect that new products and services will have on revenues,
earnings and stock price.

The Company is dependent upon a number of suppliers for several key components
of its products. The loss of certain of the Company's suppliers or substantial
price increases imposed by suppliers could have a material adverse effect on the
Company.

The Company is exposed to risks inherent in international trade and operations
as a result of its international sales and the operation of its manufacturing
facility in Manchester, England. Such trade and operations expose the Company to
continuing risks, such as unpredictable and potentially inconsistent regulatory
requirements, political and economic changes, tariffs or other trade
restrictions, transportation delays, foreign currency fluctuations and labor
disruptions.

The Company may be subject to patent or product liability claims in the future.
A successful claim brought against the Company in excess of available insurance
coverage or any claim that results in significant adverse publicity may have a
material adverse effect on the Company's competitive position, financial
condition, result of operations or liquidity. 

Statement of Financial Accounting Standards No. 123 (SFAS No. 123), "Accounting
for Stock-Based Compensation," was issued in October 1995. In 1996, the Company
intends to adopt the pro forma disclosure method outlined in SFAS No. 123 and
continue to measure compensation cost under the provisions of APB Opinion No.
25, "Accounting for Stock Issued to Employees." Because the pro forma disclosure
method has been selected, the adoption of SFAS No. 123 will not impact the
Company's results of operations, or financial position.
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                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO ITS
ANNUAL REPORT ON FORM 10-K TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED DULY 
AUTHORIZED.

                                        GenRad, Inc.
                                        (REGISTRANT)

                                        By: /s/ DANIEL F. HARRINGTON
                                            -----------------------------
                                                Daniel F. Harrington
                                                Vice President, 
                                                Chief Financial Officer, 
                                                and Secretary

                                        Date:  April 3, 1996