Teledyne Technologies to Acquire Benthos, Inc.

The purchase price of $17.50 per common share represents a 39percent premium over the closing price on November 1, 2005. Theaggregate consideration for the outstanding Benthos shares will beapproximately $41 million (including payments for the settlement ofoutstanding stock options) or approximately $31 million taking intoaccount Benthos' cash at June 30, 2005. As previously announced,Benthos expects to report record revenue of approximately $24 millionfor its fiscal year ended September 30, 2005. Teledyne expects theacquisition of Benthos to be neutral to earnings.

Benthos is a leading provider of oceanographic products designedfor port and harbor security services, the U.S. Navy, energyexploration and oceanographic research. Benthos also manufactures agrowing line of instruments for automated quality control ofcontainers used in the food, beverage and pharmaceutical markets.

"The acquisition of Benthos will continue the expansion ofTeledyne's product lines of underwater acoustic instruments, whichinclude hydrophone streamer cables used in offshore oil explorationand the acoustic Doppler instruments that were added with theacquisition of RD Instruments in August 2005," said Robert Mehrabian,Chairman, President and Chief Executive Officer of Teledyne. "Benthoshas developed a broad range of innovative products, including acousticmodems for networked underwater communication and a novelthree-dimensional sidescan sonar system, which are complementary toTeledyne's oceanographic, naval and geophysical explorationinstruments. Teledyne RD Instruments has already integrated Benthos'acoustic telemetry technology in Teledyne's Acoustic Doppler CurrentProfilers that are used for wave monitoring, and Benthos hasmanufactured hydrophones for Teledyne Geophysical's streamer cablesfor offshore oil and gas exploration.

"Benthos has applied acoustic and other sensor technologies toquality control instrumentation used in the food, beverage andpharmaceutical markets, which are also important markets to Teledyne.Benthos' TapTone(R) instruments, which perform real-time testing ofleaks, pressure and vacuum in metal, glass and sealed plasticcontainers, are employed by the same customer base as TeledyneAnalytical Instruments' products that continuously monitor the purityof carbon dioxide used in food and beverage production."

Stephen D. Fantone, Chairman of the Board of Directors of Benthos,and Ronald L. Marsiglio, President and Chief Executive Officer,commented in a joint statement; "The combination with Teledyne willadd capabilities and critical mass to both our oceanographic andprocess control instrumentation businesses. Collectively, Benthos,Teledyne RD Instruments and Teledyne Geophysical Instruments willrepresent a significant marine instrumentation business, serving bothcommercial and government customers, with locations in North Falmouth,Mass.; San Diego, Calif. and Houston, Texas. Furthermore, ourTapTone(R) division will add new products to Teledyne's existingprocess instrumentation portfolio."

Ferris, Baker Watts, Incorporated provided a fairness opinion toBenthos' Board of Directors.

Teledyne Technologies is a leading provider of sophisticatedelectronic components, instruments and communication products, systemsengineering solutions, aerospace engines and components and on-sitegas and power generation systems. Teledyne Technologies has operationsin the United States, the United Kingdom, Mexico and Canada. For moreinformation, visit Teledyne Technologies' website at www.teledyne.com.

Benthos, Inc. manufactures oceanographic products and packageinspection systems through its two divisions. The Undersea SystemsDivision has developed a number of products based on its establishedacoustic technology for energy markets, governmental entities, theport and harbor security segment of the homeland defense market, andother commercial markets. The Package Inspection Systems Division,also referred to as the TapTone(R) Division, has developed qualitycontrol equipment for flexible plastic, glass and other packaging usedin the beverage, food and pharmaceutical markets.

Forward-Looking Statements Cautionary Notice

This press release contains forward-looking statements, as definedin the Private Securities Litigation Reform Act of 1995, with respectto management's beliefs about the financial condition, results ofoperations and businesses of Teledyne and Benthos in the future. Thesestatements involve risks and uncertainties. Actual results coulddiffer materially from these forward-looking statements. Many factors,including Teledyne's ability to integrate the acquisition and achieveanticipated synergies, the ability of Benthos' management to marketexisting and new products in its Undersea Systems and PackageInspection Systems divisions, failure of the requisite number ofBenthos' shareholders to approve the acquisition, and unexpectedacquisition-related costs and expenses, could change anticipatedresults. Certain of these and other factors that could affect Benthos'business are discussed in Benthos' Annual Report on Form 10-K for thefiscal year ended September 30, 2004 and Prospectus dated May 24,2005, on file with the Securities and Exchange Commission ("SEC").Neither Teledyne nor Benthos undertake any obligation to publiclyupdate or revise any forward-looking statements, whether as a resultof new information, future events or otherwise.

Additional Information About the Acquisition

This press release is for informational purposes only. It does notconstitute an offer to purchase shares of Benthos, Inc. or asolicitation or recommendation statement under the rules andregulations of the SEC. Benthos will publicly file a Form 8-K with theSEC containing the terms of the definitive merger agreement andshareholders agreements, and will mail a proxy statement toshareholders of Benthos in connection with the proposed transaction.Investors and security holders of Benthos are urged to read the proxystatement and other relevant materials when they become availablebecause they will contain important information about Teledyne,Benthos and the proposed transaction. Investors and security holdersmay obtain a free copy of these materials (when they are available)and other documents filed with the Securities and Exchange Commissionat the SEC's web site at www.sec.gov. A free copy of the proxystatement, when it becomes available, may also be obtained fromBenthos, Inc., 49 Edgerton Drive, North Falmouth, MA 02556, Attn:Investor Relations. In addition, investors and security holders mayaccess copies of the documents filed with the SEC by Benthos onBenthos' web site at www.benthos.com. Benthos and its executiveofficers and directors may be deemed to be participants in thesolicitation of proxies from its shareholders with respect to theproposed transaction. Information regarding the interests of theseofficers and directors in the proposed transaction will be included inthe proxy statement.