/s/ WALTER A. SHEPHARD
- --------------------------Walter A. ShephardChief Financial Officer ,Vice President , Global Business Operations ,Treasurer , and Clerk
February 8 , 2001
REPORT OF INDEPENDENT ACCOUNTANTSTo the Board of Directors and Shareholders of GenRad , Inc.
:In our opinion , the accompanying consolidated balance sheets and the related consolidated statements of operations , stockholders' equity and cash flows present fairly , in all material respects , the financial position of GenRad , Inc.
and its subsidiaries at December 30 , 2000 and January 1 , 2000 , and the results of their operations and their cash flows for each of the three years in the period ended December 30 , 2000 in conformity with accounting principles generally accepted in the United States of America.