THIS DOCUMENT IS A COPY OF THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED OCTOBER 31, 1995 FILED ON JANUARY 30, 1996 PURSUANT TO A RULE 201
TEMPORARY HARDSHIP EXEMPTION                                
                                
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                           FORM 10-K
                                
         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended October 31, 1995
                 Commission file number 0-9146
                                
                      UNIQUE MOBILITY, INC.                
     (Exact name of registrant as specified in its charter)
                                
               Colorado                     84-0579156    
       (State or other jurisdiction of   (I.R.S. Employer
       incorporation or organization)     Identification No.)
                                
          425 Corporate Circle, Golden, Colorado  80401    
     (Address of principal executive offices)    (Zip Code)
                                
Registrant's telephone number, including area code:  (303) 278-2002
                                
 Securities registered pursuant to Section 12(b) of the Act:  
                  Common stock, $.01 par value
                                
          Name of each exchange on which registered:  
                    American Stock Exchange
                     Boston Stock Exchange 
                                
  Securities registered pursuant to Section 12(g) of the Act:
                  Common stock, $.01 par value

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     .

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 the voting stock held by nonaffiliates of the
registrant (8,237,076 shares) computed by reference to the closing price of such
stock on the American Stock Exchange, as of January 24, 1996:

                          $30,374,218

The number of shares outstanding (including shares held by affiliates) of each
of the registrant's classes of common stock, as of January 24, 1996:

                    10,716,172 shares of the
                   registrant's common stock,
                        $.01 par value.
                                
              DOCUMENTS INCORPORATED BY REFERENCE
                                
Proxy Statement for March 20, 1996 - Annual Meeting of Shareholders - Part III
<PAGE>
                      
ITEM 1.   BUSINESS

General

Unique Mobility, Inc. ("Unique" or the "Company"), headquartered in Golden,
Colorado, is engaged in the research, development and commercialization of
electric and hybrid electric vehicles, propulsion systems for such vehicles, as
well as other nonautomotive applications of its technologies.  Founded in 1967
as a research and development company, the Company has, since 1977, invested
approximately $26 million to advance state-of-the-art electric propulsion
systems based on high-power dense (small and lightweight) permanent magnet (PM)
motors and electronic controllers which the Company's research engineers believe
are among the most energy efficient in the world.  Unique has incorporated this
technology into a variety of automotive and nonautomotive applications for which
management believes there are emerging commercial niche markets in the near-
term, and mass markets in the longer-term.  The Company trades on the American
and Boston Stock Exchanges under the symbol "UQM".

The Company's revenue has been derived primarily from contract research and
development services.  These sponsored research and development activities have
supplemented internally-funded product development programs and have added
significantly to the Company's technology base which the Company has been able
to apply to the development of products with commercial applications.  The
Company intends to continue to advance its existing technologies as well as to
find additional product applications which have high potential for
commercialization.

Unique's relationships with major original equipment manufacturers (OEMs) and
other industry leaders has enabled the Company to obtain partial funding for
product development while still retaining substantially all rights to its
intellectual property.  In partnership with BMW (Munich, Germany), Unique has
developed a producible 32 kW PM traction drive system having very high
efficiency and power density.  With the Pininfarina Group (Turin, Italy), an
internationally acclaimed design house and manufacturer of niche market 
vehicles, the Company is developing the Ethos 3 EV electric car incorporating a
53 kW version of the BMW motor.  With the New York State Research and 
Development Authority, the Company has developed and demonstrated a natural gas
fueled hybrid electric bus.  And with Taiwan based Kwang Yang Motor Co., Ltd.
(KYMCO), one of the world's largest manufacturers of motor scooters, Unique has
developed a hub mounted PM motor and full authority digital controller, charger
and dc to dc converter for KYMCO's entry into the electric scooter market.

In July 1995, the Company commenced an offering of its common stock to four
mutual funds in Italy and Sweden under Regulation S.  The sale was completed
during the fourth quarter of fiscal 1995 and resulted in the sale of 581,111
shares of common stock at $3.60 per share.  Net proceeds to the Company after
deducting the expenses of the offering were approximately $1.95 million.  To
date, the Company has used a portion of these proceeds to fund product
development and engineering expense and for general working capital purposes.

The Company's current products include a range of PM motors and controllers
which incorporate several innovative approaches to electronic, magnetic, 
structural and thermal design.  Chief among these is the Caliber EV 53 
microprocessor-based brushless PM traction drive system for electric and hybrid-
electric vehicle applications.  The system includes the UQM  53 kW SR218H PM 
motor, CA 40-300L inverter and EVPH332 microprocessor.  The Company also offers 
a proprietary single stage transaxle with mechanical parking lock which allows 
the drive system to be mounted in a vehicle in either a front or rear wheel 
drive configuration.
<PAGE>

Other products presently in development or available as prototypes include:

     Hybrid-electric systems and components for bus and truck applications

     Low voltage PM traction motors, controllers, chargers and dc to dc
         converters for electric motor scooters

     5-10 kW variants of the scooter traction drive system for small industrial
         and recreational use vehicle applications

     Direct drive (gearless) PM motors for low voltage, low speed traction
         applications

Management believes that the innovative designs, carefully selected materials 
and advanced manufacturing processes used in Unique products provide a number of
significant benefits.  These benefits include high power density 
(packageability), high efficiencies over a wide range of operation and 
simplified construction which are capable of achieving cost benefits at higher 
production levels.  High power density and high efficiency is a critical 
attribute in any application where space is at a premium and the energy supply 
is limited.

Recent Developments

Ford Program.  During the third quarter, the Company, in consultation with Ford,
discontinued work on the development of a motor-in-the-wheel concept and a gas
turbine alternator concept following the completion of the initial feasibility
study for each concept.  The flywheel energy storage system development is
continuing and the Company expects to deliver a prototype unit to Ford during 
the third quarter of fiscal 1996.  As a result of these actions, the Company's
overall participation in the Ford program was reduced from an anticipated five-
year $11.2 million effort under which the Company had a cost-sharing obligation
of 50 percent or $5.6 million to a two-year $4.4 million effort with a cost
sharing obligation of $2.2 million.  The Company reduced its workforce from a
peak employment level of 72 full-time employees in February 1995 to 33 full-time
employees at October 31, 1995, as a result of the reduction in the scope of this
program.  See also "Liquidity and Capital Resources" below.

New Business Unit.  In September 1995, the Company established a new business
unit to commercialize its proprietary line of PM motors and controls.  The 
motors and controls unit operates as the Power Products Division of the Company
and is headed by the Company's Executive Vice President, William G. Rankin.  In
December 1995, the Company appointed James A. Bennett to the position of 
Director of Manufacturing for the Power Products Division, reporting to 
Mr. Rankin.  Mr. Bennett has over 35 years experience in electric motor 
manufacturing operations and new plant set-up with such organizations as Fasco
Industries, Marathon Electric and General Electric.

The initial focus of the Power Products Division will be directed toward 
existing markets for low voltage small vehicle traction applications followed by
an expansion into the emerging markets for high voltage systems for on-road 
cars, trucks and buses.  Small vehicle traction applications include 
wheelchairs, small industrial vehicles, golf carts and lawn care products.  
Product offerings will be marketed under the UQM  brand name or will be private
labeled on special order for major customers.  Manufacturing operations will be
housed in the Company's present facilities in Golden, Colorado.

Strategic Alliance with Invacare.  In November 1995, the Company and Invacare
Corporation entered into a Memorandum of Understanding (MOU) reflecting their
intention to enhance strategic efforts in developing world markets on an
exclusive basis through the development and manufacturing of electric motors for
motorized wheelchairs.  Invacare is a leading manufacturer and distributor of
home health care and mobility products headquartered in Elyria, Ohio, with
manufacturing facilities in the United States, Canada, France, Germany, Mexico,
New Zealand, Switzerland and the United Kingdom.  Invacare's products are
distributed worldwide through a network of more than 10,000 provider locations.
<PAGE>

Pursuant to the MOU and a subsequent Stock Purchase Agreement Invacare, in
January 1996, purchased 129,032 shares of the Company's common stock at $3.88 
per share for a total capital contribution to the Company of $500,000.  
Contingent on development milestones, Invacare has further agreed to purchase 
additional shares at market price during the 1996 fiscal year.  Proceeds from 
the sale of these shares will be used to fund, in part, the Company's 
anticipated capital investment for the production tooling, equipment and product
launching costs required to be made by the Company for the manufacture of 
products to be sold to Invacare.

Additionally, the Company has agreed that Invacare will have the right to
nominate one person to the Company's board of directors who shall be supported
by the Company's management.  Accordingly, on December 8, 1995, Mr. J. B. 
Richey, President of Invacare Technology was appointed to fill a vacancy on the
board and will stand for election at the Company's Annual Meeting of 
Shareholders on March 20, 1996.

Research and Development Contracts.  The Company was awarded several contracts
during the year by various private and governmental agencies and organizations
including:

     a contract authorization from Ford Motor Company in the amount of $681,000
     to build and test a prototype flywheel energy storage system.  This
     authorization is part of the Company's participation with Ford in the
     second phase of the Hybrid Propulsion System Development Program 
     sponsored by the U.S. Department of Energy.  The Company will cost 
     share an amount equal to approximately one-half of the authorization.

     a contract from the U.S. Naval Sea Command to design an advanced variable
     speed PM motor with gearing and associated electronics for use as a
     starter motor for a ship propulsion gas turbine.  This type of system
     could also be used for a broad range of products in the transportation
     and industrial drive marketplace where better power quality, higher 
     power factors and greater energy conversion efficiencies are in demand.

     a contract from Chrysler Corporation's military electronics arm, Pentastar
     Electronics, Inc., and Southwest Research Corporation to supply UQM  PM
     motors, generators and electronic controls for integration into a
     prototype hybrid electric version of the High Mobility Multipurpose
     Wheeled Vehicle (HMMWV), known commercially as the Hummer.  A UQM 
     generator will function as both the starter for  the diesel engine and
     as the generator for motive power.  The high power density of the UQM 
     motor/invertor will allow one such unit to be packaged at each wheel to
     achieve full time four-wheel drive operation with regenerative braking
     down to zero RPM.

     a contract from the Defense Research Establishment of the Canadian 
     Department of National Defense to supply UQM  PM motors, controllers,
     gearing and related equipment for integration into an undisclosed 
     hybrid-electric powered military vehicle.
<PAGE>

     a contract amendment from KYMCO authorizing a $245,000 budget supplement
     to fund the Company's further development of a PM traction drive system
     for motor scooter applications.

Growth Strategy

The Company has an aggressive strategy to commercialize its technologies and to
provide for its future growth.  The strategy is premised on the marketing of two
basic product and service groups:  Power Products and Vehicle Systems.

The Power Products Division has been established to implement the Company's role
as a supplier to Invacare and as a manufacturer of electric propulsion systems
to OEM automakers, electric vehicle upfitters and others.  The Company's in-
house manufacturing capability will be augmented by joint ventures with other 
strategic partners to access key markets.  To that end, the Company, KYMCO and 
Turn-Luckily Technology Co., Ltd. (TLT), the Company's representatives in 
Taiwan, have organized Taiwan UQM Electric Co. Ltd. (Taiwan UQM), a joint 
venture company established to manufacture and market the Company's products 
under license throughout Asia.  It is the Company's goal to have a similar joint
venture and/or licensing arrangement in place during fiscal 1996 with a 
prospective multi-national partner through which the Company's high voltage 
products can be marketed to automotive OEMs in Europe and North America.

The Vehicle Systems Group, now being organized as a separate business unit, will
undertake contracts to design and develop complete vehicle systems and contracts
to integrate electric and hybrid electric propulsion systems into vehicle
platforms of all types.  In collaboration with Pininfarina, the Vehicle Systems
Group will have the capability to furnish automotive OEM customers and clients
with a full menu of "clean vehicle" products and services, including  the
contract supply of fully operable  "badged" vehicles ready for delivery to the
customers' distribution channel.  Additionally, in collaboration with Neoplan 
USA Corporation (Neoplan), a major manufacturer of transit buses, the Vehicle 
Systems Group will be equipped to integrate the Company's hybrid electric 
propulsion systems into Neoplan's lightweight carbon fiber transit buses and 
other buses on special order from transit authorities and bus fleet operators.

The Company also plans to continue an expanded program of technological
development activities in support of its power products and vehicle system
business units.  One element of this effort is the ongoing development of
flywheel energy storage systems as part of the Company's participation with Ford
Motor Company in the U.S. Department of Energy sponsored Hybrid Propulsion 
System Development Program.  The primary objective of the Company's effort in 
this program is to further enhance the understanding of flywheel system dynamics
in mobile applications.  A parallel objective is to explore the market for
stationary flywheel systems which appear to have potential within the electric
utility industry for peak/off-peak load leveling applications and for assuring
uninterrupted power supplies to users who require a continuous high quality 
power source.

Implementation of the Company's growth strategy is expected to require greater
financial resources than those currently possessed by the Company.  There can be
no assurance that the funds required for growth will be available, or will be
available on terms acceptable to the Company.  If the Company is unable to 
obtain sufficient funding, management would defer, abandon or modify 
implementation of its growth strategy.  See also "Management Discussion and 
Analysis of Financial Condition and Results of Operations" and "Competition" 
below.
<PAGE>

Product Development

The Company has initiated the following product development programs with the
goal of generating near-term revenue from the sale of electric and hybrid
electric propulsion and energy storage systems and contract services related
thereto:

Motors and Controllers.  The Company has completed initial development of a
number of high voltage PM motors ranging from 20 kW to 75 kW and controllers 
with nominal voltages ranging from 96 V to 400 V.  It is the Company's plan to 
market these products directly or in conjunction with strategic partners to 
automotive OEMs and vehicle upfitters.  A typical system of this type is the 
Caliber EV 53 microprocessor-based brushless PM traction drive system for 
electric and hybrid vehicle application.






         PICTURE OF THE COMPANY'S SR 218H MOTOR AND CA 40-300L INVERTER





                  Fig. 1  SR 218H Motor and CA 40-300L Inverter


The system includes the UQM  SR 218H PM motor and the CA 40-300L inverter with
an EVPH332 microprocessor.  It can be matched to the Company's proprietary 
single stage transaxle which accommodates either a front or rear wheel drive
configuration.

Key to the design of this and other UQM  motors are radially positioned high-
energy permanent magnets which are mounted on a hollow rotor "cup" which is
coaxial with a relatively thin narrow-slot stator winding.  The stator winding
is directly pierced by the flux field of the magnets and a high magnetic pole
count is employed.  This design approach permits the use of a multiplicity of
thin narrow magnets rather than a fewer number of larger thicker magnets.  This
in turn reduces the thickness of the steel in the rotor cup to which the magnets
are mounted as well as the thickness of the magnetic flux return path in the
stator.  The benefit of this arrangement (upon which several of the Company's
patent claims are based) is to reduce the overall amount of iron and magnet
material in the motor when compared to conventional PM motors.  The reduced
amount of iron lowers the electromagnetic losses (i.e., increases efficiency) 
and also reduces the weight and size of the motor for any given power rating.  
The reduced amount of magnet material results in a corresponding reduction in 
cost.

Of critical importance to the system are the power electronics (amplifier)
required to deliver a high-frequency switched supply of electrical power to the
copper windings which energize the motor, and the logic controller
(microprocessor) which is the "brain" that initiates all commands to the
amplifier and provides the link between the system and the operator.  The total
system (i.e., motor, amplifier and microprocessor) must be carefully matched to
achieve optimum performance and efficiency in delivering a smooth, constant 
power profile from mid to high speed.
<PAGE>

In combustion-engine vehicles constant power is achieved by progressing through
gear changes in a mechanical transmission or torque converter.  PM motors are
traditionally considered to be constant torque devices due to the permanent
magnets which deliver a fixed-amplitude magnetic field.  A constant torque motor
will have the inherent limitations of either insufficient torque, unacceptably
low top speed or excessive (more costly) power electronics.  Through the use of
electronic manipulation of the current supplied to the motor, however, a 
constant power system can be achieved where sufficient torque, high top speed 
and minimal power electronics are realized.  The manipulation of current to 
obtain constant power can be achieved by advancing the phase-angle or vector of
input current to the stator which weakens its magnetic field.  This allows the 
motor to run faster and thus deliver more power.  Such field weakening 
techniques are typically used in AC induction motors and can be applied to PM 
motors.  However, the Company has developed a different way to achieve the same
result while avoiding some of the disadvantages of weakening the magnetic field.
This technique is described as "impedance-based" and employs phase advance to 
"precharge" the windings prior to significant torque production.  The precharge
results in a generated torque that decreases as speed increases.  The Company 
believes that its impedance-based phase advanced system driven by a six-step 
control possesses significant cost and performance advantages over any other PM
drive system and has filed patent applications accordingly.

In addition to its high voltage product line, the Company has completed initial
development of a number of PM motors from 1 kW to 10 kW and electronic
controllers with nominal voltages from 12 V to 48 V.  It is the Company's goal
to manufacture and market these products for a variety of applications including
bicycles, wheelchairs, small industrial vehicles, neighborhood vehicles, golf
carts and lawn care products.  To further this objective, the Company intends to
expand manufacturing capability at its Golden facility.  In parallel with its 
in-house expansion, the Company may outsource low voltage products to Taiwan UQM
if and when high volume production for the KYMCO electric scooter program 
provides sufficient economies of scale to lower manufacturing costs.  Such low 
cost outsourcing has the potential to enable the Company to offer low voltage 
traction drives to several price sensitive markets in North America that it 
otherwise might not be able to reach.

The Taiwan Scooter.  The Company has entered into a product development and
licensing agreement with Taiwan-based KYMCO to develop an advanced electric
traction system for motor scooter applications.  First prototypes of an advanced
hub-mounted PM motor and full authority digital controller have been built and
tested.  Final sign-off on design specifications occurred in November 1995 and
production engineered prototypes are currently being built.  The Company expects
to complete the development program in the fourth quarter of fiscal 1996. 
Pursuant to the licensing agreement, KYMCO will have, subject to certain
conditions, the exclusive right to market the developed products for motor
scooter applications throughout Asia, except for India and Japan, and
nonexclusive rights throughout the rest of the world.

KYMCO is one of three major manufacturers of motor scooters in Taiwan and has a
total annual production of over 600,000 units, a substantial portion of which 
are manufactured under license from Honda.  It has a world class, high-quality 
fully integrated manufacturing facility located in Kaohsiung, Taiwan.  KYMCO
launched the electric scooter program in order to comply with Taiwanese 
regulatory mandates, and the timing for KYMCO's production launch of the 
electric scooter is being established to comply with such mandates.  Originally,
the program was geared to a regulatory mandate that beginning in 1998, 
required five percent of all scooters sold in Taiwan to be electric.  Recently,
however, the mandate was relaxed to require only two percent electric beginning
in the year 2000.  Battery availability and lack of charging infrastructure have
been given as reasons for this modification.
<PAGE>

With KYMCO and TLT, the Company has established a joint venture company, Taiwan
UQM, to manufacture motors, controllers and related products under license from
the Company.  The joint venture is intended to support the commercial phase of
the KYMCO electric scooter program as well as other clean vehicle programs
(including cars, trucks and buses) that the Company hopes to initiate in Taiwan,
Mainland China and throughout Southeast Asia. Based on KYMCO's financial 
support, Taiwan UQM has acquired approximately three acres of prime industrial 
property near Chiang Kai-Shek International Airport.  Separately, KYMCO has 
acquired an additional three acres on an adjacent tract.  Architectural drawings
are currently being prepared for a motor and electronics manufacturing facility 
to be erected on the site and construction is scheduled to begin in April 1996. 
Mr. L. K. Luh has been appointed to head operations for Taiwan UQM and will 
oversee construction of the new facility which is expected to be completed by 
calendar year end.  Mr. Luh came to Taiwan UQM from China Motor Corporation 
where he was a senior executive responsible for product development and 
manufacturing.

The Company and KYMCO are currently investigating other electric and electronic
products which could be launched into production prior to the start of electric
scooter component production.

The Ethos 3 EV.  In November 1994, the Company announced its collaboration with
the Pininfarina Group of Turin, Italy, in a program to solicit contracts for the
design, development and manufacture of electric and hybrid electric vehicles for
automotive OEMs around the world.  This collaboration brings together a set of
vehicular experiences and technologies which management believes is unparalleled
in the automotive industry.  The essence of the collaboration is based on the
premise that the most cost effective and practical way to enter this emerging 
new market can be achieved from a partnership of innovative companies who bring
technology, experience and commercial strength to a well conceived and 
realizable product development plan.

The full menu of services offered by Unique in collaboration with Pininfarina is
exemplified by the Ethos 3 EV concept car.  These services include market driven
design, styling, product and process engineering, power-train development,
lightweight structure technology, vehicle test and certification for all
countries and a complete range of contract manufacturing operations from body
build-up to component manufacture to the final assembly of complete vehicles.






                       PICTURE OF THE ETHOS 3 EV AUTOMOBILE







                              Figure 2: The Ethos 3 EV
<PAGE>

The Ethos 3 EV is a five-passenger sedan with original styling and atypical
dimensions.  Very briefly, it is an aerodynamic cube having a curb weight of 726
kg without batteries.  The length is 336 cm, the width 169 cm and the height 147
cm.  The wheelbase is 230 cm.  The wheels are positioned at the extreme corners
of the bodywork, which results in minimal front and rear overhang.  Other
features that define the Ethos 3 EV include:

     Easy entrance and exit.  There are four doors which open to 80 degrees,
         plus a tailgate which is split into two parts.  This feature simplifies
         loading of luggage from above, particularly when parked bumper-to-
         bumper along the curb.

     Safety and comfort.  Most accidents occur in urban traffic, so a car
         designed for use in and around town must offer a high degree of 
         occupant protection.  In this sense, the sturdy aluminum cage assures 
         outstanding safety.  Impact beams are incorporated in the doors and the
         front seats are fitted with dual airbags and pre-tensioned seat belts.

     Modular space.  Small outside and large inside is a well-known concept in
         the automotive industry.  The interior of the Ethos 3 EV with its 
         smooth, uncluttered floor, can comfortably seat five passengers and a 
         reasonable amount of cargo.

The architecture of the reticular frame is made up mainly of drawn aluminum
sections assembled together with a number of seam points (joints or nodes).  It
creates a light cage-like structure which is extremely rigid and reliable,
effectively protecting the passengers.  It also comprises the platform within
which the vehicle's power system and battery pack are housed.








         PICTURE OF THE ALUMINUM SPACE FRAME (INTERNAL STRUCTURAL COMPONENTS)
         OF THE ETHOS 3 EV AUTOMOBILE







                         Figure 3: Aluminum Space Frame


By avoiding the use of metal stamping dies, the lead time and investment in
platform tooling are considerably reduced.  Construction of the space frame is
flexible and can be easily stretched into longer wheelbase configurations.  With
appropriate fixtures, it is adaptable to crated knock down (CKD) assembly.  Most
importantly, the light weight of aluminum (one-third less than steel) enables
secondary weight savings with a corresponding reduction in the energy required
to move the vehicle.
<PAGE>

The fully-integrated power system of the Ethos 3 EV is based on more than 
fifteen years of technological development by Unique Mobility.  The system 
represents the state-of-the-art in permanent magnet vehicle drives and is one of
the most compact, energy efficient systems available.  A block diagram of the 
full system is depicted in Figure 4:







         SCHEMATIC BLOCK DIAGRAM OF THE OPERATING COMPONENT SYSTEMS OF THE
         ETHOS 3 EV INCLUDING BATTERY, HVAC, BRAKE PUMP, DC/DC CONVERTER,
         POWER INVERTER, SYSTEM CONTROLLER, USER INTERFACE AND MOTOR.







 
                   Figure 4: Ethos 3 EV System Block Diagram 



As shown in the block diagram, the vehicle power system is comprised of eight
primary functional units, plus the heating, ventilating and air conditioning
(HVAC) system and the brake booster pump.  At the very heart of the system is 
the UQM  SR218H permanent magnet motor and CR40-300L controller.

The Ethos 3 EV has the capability to package twelve 12 V Electrosource "Horizon"
advanced lead acid batteries or twenty-three GM Ovonic Nickel Metal Hydride
batteries.  The battery charger is supplied by Delco Power Systems and is 
capable of replenishing a fully depleted battery in approximately four hours on
a 220 VAC supply.  The DC/DC converter provides 12 V power for such accessories
as lighting, windshield wipers, ventilation fans and audio equipment.  A 12 V 
backup accessory battery is provided for emergency lighting.

A significant development target for the Ethos 3 EV is to achieve unrestricted
cold-weather heating and summer time cooling without emissions being generated
or an auxiliary gas-fired heating system being required.  Because electric
vehicles lack the conventional heat source (engine coolant), heat pumps that
collect heat from the outside air are widely used.  An innovative dehumidifying
heat pump system is being developed for the Ethos 3 EV by Calsonic 
International, an affiliate of Nissan.  The system utilizes an added heat 
exchanger that provides the dehumidification to permit enhanced vehicle warm up.

The Company and Pininfarina believe that the Ethos 3 EV represents a first step
towards a marketable electric vehicle.  It is a realistic concept that could be
put into series production within 18 to 20 months.  This presupposes (1) the
ready availability of a good performing battery with long-term reliability at
reasonable cost and (2) the installation of requisite charging infrastructure in
those areas where the vehicle is to be marketed.
<PAGE>

Because the initial market for such vehicles is likely to be small and 
inherently high-risk, it may be economically prudent for vehicle manufacturers 
to share investments and technologies across several markets to reduce costs.  
The Company and Pininfarina believe the Ethos 3 EV concept lends itself to such
commercial partnerships although no such commercial partnership has been 
established to date.

Hybrid Bus Installations

The Company has developed a 25-ft. hybrid electric transit bus which it believes
to be one of the first of its kind to become operable in North America.  The
development was funded by a consortium consisting of Alcan Aluminium Limited, 
the Canadian Gas Association, the Ontario Provincial Government, San Diego Gas 
and Electric Company, Bus Industries of America, and the New York State Energy
Research and Development Authority (NYSERDA).  The bus is powered by two UQM 
SR218 60 kW traction motors.  The hybrid engine is a natural gas fueled 
Chevrolet 4.3 liter V6 coupled to a third SR218 motor operating as a generator.
The 4.3 liter engine generator provides average motive power.  Acceleration 
is provided by 30 12V sealed lead-acid batteries.  At a curb weight of 21,540 
pounds, vehicle performance exceeds industry White Book specifications.





           PICTURE OF UQM 60 KW TRACTION DRIVE AND BRAKE ASSEMBLY







             Figure 5:  UQM  60 kW Traction Drive and Brake Assembly


The hybrid electric bus was operated as an engineering test vehicle at the
Company's facility in Golden for approximately two years.  In October 1994, the
Company received a contract from NYSERDA to upgrade vehicle electronics and to
prepare the bus for leased transit service in the state of New York.  From June 
to December 1995, the bus was made available to seven New York State transit
operators for real-world demonstration as part of an ongoing research project by
NYSERDA.  The demonstration sites included Albany, New York City, Ithaca, Long
Island, Westchester County and the Buffalo/Niagra Falls area.  Each transit
operation successfully ran the bus in its service territory, providing valuable
operating data and rider feedback to help determine the market potential for
hybrid electric buses of this type.

The Company has entered into a cooperative effort with Neoplan to explore
opportunities to integrate the field-tested UQM  hybrid electric propulsion
system into Neoplan transit buses, including Neoplan's advanced carbon fiber
composite bus.  Neoplan, an affiliate of Gottlob Auwarter GmbH (Stuttgart), is
located in Lamar, Colorado, and is currently the only North American supplier of
lightweight carbon fiber bus bodies.  Composite bus bodies achieve weight 
savings of up to 30 percent when compared to conventional metal frame buses.  By
installing the UQM  hybrid electric propulsion system in a composite-bodied bus,
it is possible to achieve significant reductions in engine emissions as well as
increased fuel savings, lower maintenance cost, accommodation for low floor
configuration and compliance with overall vehicle weight standards.  Neoplan and
the Company are presently cooperating to secure contract awards from major North
America transit authorities for the integration of hybrid electric propulsion
systems into both conventional and composite buses.  However, no such contract
award has been received to date.
<PAGE>

Flywheel Energy Storage System.  The Company is participating with Ford Motor
Company in the U.S. Department of Energy funded Hybrid Propulsion System
Development Program.  Currently, the Company is producing an advanced prototype
flywheel energy storage system under a cost share contract authorization from
Ford.  Within the second quarter of fiscal 1996, the completed prototype will
begin high speed testing.  A schematic drawing of this flywheel is shown below:

                                
               
                                
                                
                                
                                
                                
                                
               
                                
                                
                                
                                
                                
                                
                                
                                
                         

                                
                  Figure 6:  Flywheel Energy Storage System


This flywheel design integrates the Company's permanent magnet motor/alternator
with a polar woven composite flywheel rotor and a flex-rim hub placed within a
hermetically sealed air-evacuated housing with only electric input and output. 
The function of this device is to store rotational kinetic energy in the 
flywheel rotor and supply electrical energy to the vehicle on command.  The 
stored energy is captured from regenerative braking energy, normally 
dissipated as heat, and reapplied for accelerative power.  Other applications 
for flywheel energy storage systems include peak/off-peak load leveling for 
power generating plants and uninterrupted power supplies to electric utility 
customers who require a continuous high-quality power source.

Marketing/Markets

The Company's goal is to be a leading supplier of a new generation of
intelligent, electro-mechanical products for transportation, industrial, utility
and defense applications.  The transition to these products is being driven by
a combination of market demand for higher performance, improved efficiency and
by the potential to satisfy these needs with new developments made possible by
advances in materials and electronics technologies.  To achieve its goal, the
Company has leveraged externally-funded research and development to engineer
products which the Company believes have multiple applications across several
markets.
<PAGE>

Power Products.  Management believes that the Company's high efficiency, power-
dense motors, generators and electronic controls are ideally suited for electric
and hybrid electric cars, trucks and buses.  Industrial process equipment
suppliers can use the Company's high-efficiency motors and drives for a wide
range of fractional and integral horsepower applications.  These motors and
drives are particularly well suited to high-speed spindles and machine tool
positioning systems.  The Company's hollow-core variable speed PM motors can be
readily adapted to provide compact, energy-efficient power for air conditioners
and coolers.  Other PM motors can provide lightweight, space-saving power packs
for auxiliary power units, servo systems and electro-mechanical actuators for
many commercial, industrial and military applications.

Electric Scooter.  Taiwan UQM, in which the Company has a 39 percent equity
interest, see "Management Discussion and Analysis of Financial Condition" below,
is planning to manufacture PM motors, controllers and related products for KYMCO
under license from the Company.  The Taiwan Ministry of Transportation and
Communication reported that 1995 domestic sales of gasoline powered two-wheeled
vehicles totaled 1,088,000 units with approximately 500,000 additional units
produced for export to the People's Republic of China.  KYMCO is Taiwan's 
leading manufacturer of such vehicles and is its largest exporter.  Based on 
Taiwan's mandate that two percent of all scooters sold beginning in the year
2000 must be electric, these data suggest a base market in Taiwan of at least 
21,760 electric scooters, with the potential of much higher levels as better 
batteries and extended charging infrastructure become available.

Additionally, the Company hopes to establish a similar joint venture or license
of its products in India where the two and three wheeled vehicle market is
several times greater than that of Taiwan and where the environmental push for
clean vehicles is growing.

Vehicle Systems.  The Company has teamed with Pininfarina to solicit automotive
OEM contracts to develop complete electric and hybrid electric vehicle systems
and to explore the commercial feasibility of producing complete vehicles and/or
vehicle subsystems that may result from such contracts.  Neither the Company nor
Pininfarina intend to market vehicles under their own names, respectively, but
rather hope to engage one or more major automotive OEM partners who might wish
to outsource part or all of the design, development and/or "badged" manufacture
of vehicles to the Unique/Pininfarina team.  At present, there are approximately
25 major automotive OEM groups in North America, Western Europe and Japan.  
These OEMs, together with several newly forming companies in Asia and Eastern 
Europe, constitute the global market for the products and services of the 
Unique-Pininfarina team.

Flywheel Energy Storage Systems.  The Company's flywheel energy storage systems
can extend the range of electrically powered vehicles by providing surge power
for acceleration and by recovering energy normally lost in braking.  In
stationary applications, flywheel systems can provide uninterrupted electrical
power to critical machines and computers during lightening strikes and other
utility line faults.  Also, such systems can solve quality problems caused by
modern, high-frequency switching power supplies and can provide off-peak storage
options for reducing power generating requirements to meet peak power demands.
<PAGE>

Environmental Initiatives and Legislation

The major driving force behind the commercialization of electric vehicles in the
United States is the demand for clean urban air.  The federal government has
responded with the Clean Air Act and other initiatives directed toward reducing
vehicular emissions and with programs to encourage electric and hybrid electric
vehicle development.  Some state governments, California in particular, have 
done likewise.

In 1990, California mandated that beginning in 1998, at least two percent of all
cars and light trucks offered for sale by each automaker with annual sales in
California of over 35,000 vehicles must be zero emission vehicles (ZEVs).  The
proportion increases to five percent in 2001 and ten percent in 2003.  In June
1995, the California Air Resources Board (CARB) appointed a technical advisory
board to investigate and report on the state of EV battery development and
commercialization to determine, in part, whether the availability of advanced
batteries was sufficient to support the requirements of the ZEV mandates.  The
panel's November 1995 report concluded:

     low performance lead-acid and nickel cadmium batteries will be available
     for ZEVs in 1998, but to be competitive, EVs will have to be equipped 
     with more advanced batteries that will not be commercially available 
     until 2000/2001.

     several types of advanced high energy/high power batteries are emerging
     with the promise of satisfying the previously announced mid-term goals 
     ofthe government/industry sponsored U.S. Advanced Battery Consortium

     commercial scale advanced battery production facilities will not occur,
     however, until battery manufacturers receive commitments from automakers
     for 10,000 to 40,000 battery packs per year.

In December 1995, the CARB staff proposed to suspend the current mandates for
ZEVs until the year 2003 when all automakers that sell more than 3,000 vehicles
in California would be required to meet the ten percent ZEV requirement.  In 
lieu of the earlier mandates, the CARB staff is proposing a voluntary "market-
based ZEV launch" whereby the automotive industry would agree to install the 
capacity to build a total of 5,000 ZEVs in 1996 and 1997, then 14,000 ZEVs 
annually from 1998-2002.  Actual production within these capacity levels would 
be governed by market demand (not by mandate) and, in some cases, ZEVs sold 
before 2003 would receive credit toward the 2003 mandate.  The CARB proposal is
being further developed for formal consideration in March 1996.

The Company views the proposed modification of the California ZEV mandates as a
positive step in the development of the EV industry.  While the ZEV mandates 
were instrumental in jump starting the development of several new technologies,
they have the potential of forcing manufacturers to offer poorly performing 
products at prohibitive costs that, for want of a better battery, will not be 
accepted in the marketplace.  Such a result creates an artificial market and 
could seriously damage the ultimate acceptance of electric vehicles as a viable
transportation alternative.

The Company believes that the global market for electric and hybrid electric
vehicles has significant potential once the issues of battery performance and
infrastructure are resolved.  The Company further believes that Unique Mobility
is well positioned to enter this market as the industry emerges.  For these
reasons, management has focused on the development of next generation vehicles
and systems rather than rushing its advanced products to a market which is 
poorly conceived and characterized by underperforming products produced to meet
an artificially established market driven by mandates.  In the meantime, the
Company will direct its focus toward the newly-established Power Products
Division in a near-term effort to tap existing markets for lightweight, energy-
efficient small vehicle traction applications.
<PAGE>

Competition

The government, automotive and industrial markets into which the Company hopes
to introduce and market its developed products are all highly competitive and
characterized by rapid changes due to technological improvements and
developments.  The automotive industry, in particular, is currently being driven
by legislation and other initiatives to advance the state-of-the-art, especially
with respect to low emission, fuel-efficient traction drive systems.  The 
Company is aware of efforts by many companies, including large automotive OEMs,
to develop electric and hybrid electric vehicles.  The Company's products will
compete with existing motor and controller technologies, many of which have a
longer history of commercial production and use.  The Company believes its
principal competitors in the automotive supply sector include Auxilec, Delco
Propulsion, Hughes Electronics, Kaman Electromagnetics, SatCon Technology,
Siemans and Westinghouse.  Principal competitors in the industrial sector 
include Advanced DC, Emerson Electric, General Electric and Reliance Electric.
The Company is aware of other companies, both large and small that may enter 
the market and expects competition to intensify either though direct competition
or via alternative technologies.

Although the Company is not as well capitalized as some of its competitors and
is more limited in terms of its facilities and personnel, its strategy is to
compete with larger companies on the basis of technical skills, proprietary 
know-how and its affiliation with several large and well financed strategic 
partners. 

Nevertheless, the industries served by the Company are highly competitive and a
number of companies are involved in extensive research and development programs
designed to address the technological challenges which the Company is seeking to
address though its product development program.

Virtually all of the Company's revenues to date have been derived in connection
with contracts for prototype development or prototype evaluation.  As a result,
the Company will need to develop products which address customer needs in a 
cost-effective and timely manner.  There can be no assurance that the Company 
will be successful in these efforts, that products developed by other companies
will not be selected or that potential customers will purchase the Company's 
products in a timely matter, if at all.

Patents and Trademarks

The Company filed a motor patent application with the U.S. Patent Office in
December 1985, and similar applications are being prosecuted in numerous other
countries throughout the world.  As a result of the original U.S. Application,
U.S. Patent No. 5,004,944 was issued on April 2, 1991, containing one 
independent claim and three dependent claims.  A Continuing Application of the 
1985 application was field in October 1990 to pursue subject matter that was not
allowed in the original U.S. Patent.  As a result, U.S. Patent 5,311,092 issued
on May 10, 1994, with four independent claims and one dependent claim.  Of the
foreign applications, a patent has been published covering thirteen European
member countries of the European Patent Office (EPO), and an Opposition thereto
has been resolved.  In addition, corresponding patents have been issued in
Australia, Brazil, Canada, India, Israel, Mexico, New Zealand, South Africa and
Taiwan.  Eight other foreign applications remain pending.

In August 1989, the Company filed a separate application with the U.S. Patent
Office to cover certain proprietary aspects of its electronic control circuitry.
Additional claims were added by means of a Continuation in Part (CIP) filed in 
May 1990.  In April 1992, the Company was issued U.S. Patent No. 5,107,151 as a
result of the CIP Application.  In August 1990, an International Patent
Application corresponding to the U.S. Application and the Continuation in Part
was filed under the provisions of the Patent Cooperation Treaty (PCT) which
includes the EPO, Japan and South Korea, among others.  National applications
were also filed in eight additional countries including India, Taiwan and 
Israel; patents have been granted in Mexico, Taiwan and Israel.  Applications 
remain pending in India, Ireland, Japan and Korea but the EPO Application has 
been withdrawn.
<PAGE>

In March 1990, a Continuing Application was filed to claim the method of
constructing the motor as disclosed in U.S. Patent No. 5,004,944.  The 
Continuing Application resulted in U.S. Patent 5,319,844 issued June 14, 1994.
In March 1991, the Company filed an International patent Application 
corresponding to the U.S. Application; as a result, a patent has been granted in
Australia and there are eight applications pending in foreign countries and one
pending application in the European Patent Office (EPO) which designates the 
European group of countries.

In September 1992, the Company filed a separate application with the U.S. Patent
Office titled "Stator and Method of Constructing same for High Power Density
Electric Motors and Generators" which has resulted in issuance of U.S. Patent
5,382,859 in January 1995.  This patent embodies the Company's most recent
enhancement to its motor technology which utilizes a segmented iron powder 
stator ring developed specifically for brushless permanent magnet stator cores.
A Divisional U.S. Patent Application has been filed to pursue a second invention
disclosed in the original application.  Patent Applications in Canada, Europe,
Japan and Korea are pending as designated in a counterpart PCT International
Patent Application.

The Company currently holds a patent issued by the United States Patent Office,
in August 1980, which covers certain mechanical features of the ElecTrek
automobile, principally its composite unibody structure and battery trays.  This
patent expires in August 1997.  The Company no longer produces or markets its
ElecTrek automobile.

In July 1994, the Company filed an application in the U.S. Patent Office titled
"Brushless DC motor using Phase Timing Advance" which embodies a low cost method
of controlling the drive current to a motor to achieve operating characteristics
ideal for vehicle traction drives.  This application is still pending.  In June
1995, a counterpart PCT International Patent Application was filed.

During 1994, the Company acquired the assets of Everton Developments, Ltd. of
Birmingham, England, including all rights under PCT Application WO 92/22122
published December 10, 1992, and patent applications filed thereunder are still
pending in seven countries including the United States.  This technology is
similar to that developed by the Company but is complementary to it, thus
broadening the Company's range of products.

The Company owns the trade mark "UM," which is registered with the United States
Patent and Trademark Office and is subject to renewal in October 2000.  This
trademark is available for use in connection with the products and publications
of Unique.  The Company owns three U.S. Trademark Registrations for "UNIQ"
(International Class 7 for Power Transducers, and Class 12 for Utility Land
Vehicles and Class 16 for Publications).  The Class 12 trademark is subject to
renewal in June 2006; the Class 7 trademark is subject to renewal in August 
2006; and the Class 16 trademark is subject to renewal in February 2007.

The Company has also initiated registration of the letters UQM and a stylized
version thereof as its new trademark in the U.S. and 26 countries throughout the
world.  Two U.S. Trademark Registrations and a majority of the foreign
registrations were obtained during 1995, directed to the same trademark classes
as for the marks "UM" and "UNIQ."  UQM is the American Stock Exchange code
identification for the Company.  The foreign trademark registrations and
applications include major markets where the Company is doing business or
establishing business contacts.
<PAGE>

In November 1994, the Company and Alcan completed an assignment agreement which
provided, among other things, that for so long as Alcan beneficially owns at
least five percent of the Company's common stock, it shall be obligated to pay
one-half of the patent application and maintenance fees (including reasonable
attorney's fees related thereto) associated with the Company's PM technology in
an amount not to exceed the aggregate amount of royalty revenue derived from the
PM technology.

The Company's future success depends, in part, on the diligent prosecution of 
its issued and pending motor and electronic patents, as well as the filing and
prosecution of patents on future technological advances, if any.  There can be
no assurance that the Company will possess the financial resources necessary to
prosecute and maintain existing applications or to pursue additional patents. 
If the Company is not able to prosecute and maintain its existing patent
applications, they will lapse.  There can be no assurance that the Company's
patents will not be circumvented, invalidated or infringed, or that the Company
will possess the financial resources to enforce its existing patents and patent
applications in the event of an infringement.  Further, new technology may be
developed by third parties or may already exist unknown to the Company causing
the Company's proprietary technology to be obsolete.

The Company also intends to rely on the unpatented proprietary know-how it has
developed and now utilizes in its products.  There can be no assurance that
others will not independently develop, acquire or obtain access to the Company's
technology.  Although the Company protects its proprietary rights by executing
confidentiality agreements with its management, employees and others with access
to the Company's technology, these measures may not be adequate to protect the
Company from disclosure or misappropriation of its proprietary information.

License Agreements

In January 1994, the Company entered into a Product Development and License
Agreement with KYMCO.  This agreement provides for KYMCO to fund up to $1.25
million of development work by the Company on an electric propulsion system for
a purpose built motor scooter.  In December 1995, KYMCO authorized an additional
$245,000 of supplemental funding for the scooter project.

After completion of the development program, KYMCO may notify the Company that
it wishes to proceed with the manufacture and sale of such motor scooters, in
which case a supply agreement will be negotiated between KYMCO and Taiwan UQM. 
In that case, the Company would grant to KYMCO a royalty free license, exclusive
in Asia except Japan and India and non-exclusive elsewhere, to sell scooters 
with motors and controllers manufactured by Taiwan UQM using the Company's 
technology. The Company would similarly license its technology to Taiwan UQM for
its manufacture of motors and controllers for scooters.

The Company and Alcan have entered into an agreement (Assignment Agreement) 
which supersedes a previous License Agreement in its entirety.  The Assignment
Agreement shall remain in effect until all patents issued or applied for or with
a priority date prior to December 31, 1992, have either lapsed, expired or
otherwise terminated.  Pursuant to the Assignment Agreement, Alcan assigned to
the Company all of its rights, title and interests in all technology developed,
prior to the date of the Assignment Agreement, by or on behalf of Alcan pursuant
to written contracts between Alcan and the Company.
<PAGE>

The Assignment Agreement further provides that Unique shall pay to Alcan
royalties on revenue derived from the manufacture and sale of products or
processes embodying PM technology subject to reduction for patent expense
offsets, if any.

The Company has agreed to diligently prosecute its patents in the United States,
Canada, the European Patent Office countries and such other countries as may be
agreed upon by the parties.  For so long as Alcan beneficially owns at least 
five percent of the Company's common stock, it shall be obligated to pay one-
half of the patent application and maintenance fees (including reasonable 
attorney's fees related thereto) associated with the PM technology in an 
amount not to exceed the aggregate amount of royalty revenue derived from the PM
technology during the year.  Each party has the right, but not the obligation, 
to bring legal action against third party infringements.

Manufacturing

To date, the Company has manufactured all of its products at its facility in
Golden, Colorado.  The Company anticipates investing in manufacturing equipment
to further develop the manufacturing capacity at this facility.  If the Company
is successful in marketing its products, the Company will be required to deliver
large volumes of quality products or components to its customers on a timely
basis at reasonable costs to the Company.  The Company has no experience in
delivering large volumes of its products and does not currently have the 
capacity to meet high volume production requirements, although the Company 
believes additional manufacturing space and equipment is readily available and 
that the Company will be able to hire talented personnel with experience in 
manufacturing hardware and software products.

Backlog

At October 31, 1995, the Company had unperformed service contracts from 
customers which will provide payments to the Company upon completion aggregating
approximately $637,000.  All such contracts are subject to amendment,
modification or cancellation.

In addition, the Company had an order backlog for motors and electronic controls
at October 31, 1995, with an aggregate sales value of $14,000.

Customers and Suppliers

A significant portion of the Company's revenue for the fiscal year ended October
31, 1995, was derived from three customers.  Revenue of $3,258,097 or 81 percent
of contract services revenue was derived from these customers.

Principal raw materials purchased by the Company include iron, steel, copper
wire, neodymium boron iron alloy, fiberglass and epoxy resins.  All of the above
items are available from several suppliers and the Company generally relies on
more than one for each item.  Principal purchased products include power
electronic switching devices and magnet material which are available from 
several suppliers.

US Government Contracts

For the year ended October 31, 1995, $2,478,350 or 62 percent of the Company's
contract service revenue was derived from contracts with agencies of the U.S.
Government and from subcontracts with U.S. Government prime contractors.
<PAGE>

Substantially, all of the Company's business with the U.S. Government in fiscal
1995 was performed under cost plus fixed fee contracts which provide for
reimbursement of costs, to the extent allocable and allowable under applicable
regulations, and payment of a fee.  The Company's contract with Ford and the 
U.S. Government provides for the reimbursement of costs on a 50 percent cost 
sharing basis based on not-to-exceed billing rates negotiated between the 
Company and  the U.S. Government.  On firm fixed price contracts, the Company 
can incur an actual loss in the performance thereof if unreimbursable costs 
exceed the fixed fee.  All U.S. Government contracts with the Company are 
subject to modification or cancellation at the convenience of the Government.

Employees

As of October 31, 1995, the Company had 33 full-time employees.  The Company
entered into employment contacts with its four executive officers which expire
in December 1996.  None of the company's employees are covered by a collective
bargaining agreement.  The Company's management believes that its relationship
with its employees has been generally satisfactory.

In addition to its full-time staff, the company from time to time engages the
services of outside consultants and contract labor to meet peak workload or
specialized program requirements.  The Company does not anticipate any 
difficulty in locating additional qualified professional engineers and 
technicians if so required to meet expanded research and development activities.
<PAGE>

ITEM 2.   PROPERTIES

Facilities

The Company leases a 40,000 square foot office/laboratory/warehouse building in
Golden, Colorado, from a limited liability company of which the Company and an
investor are equal owners.  The Company has entered into a ten-year lease of the
building at $21,667 per month with an option for an additional five years at the
then market rate.  The Company is required to pay all taxes, maintenance and
insurance.  The Company currently subleases 10,000 square feet of this space at
a lease rate of $7,001 per month.

The Company owns a ten-acre unimproved tract near Castle Rock, Colorado.  The
Company also owns the basic tools and equipment, including computer hardware and
software, necessary for the conduct of its limited production, research and
development and vehicle prototyping activities.


ITEM 3.   LEGAL PROCEEDINGS

There is no material litigation with respect to which the Company is a party.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted for vote by security holders of the Company
during the fourth quarter of fiscal 1995.
<PAGE>

ITEM 5.   MARKET PRICE OF COMMON STOCK

Since May 21, 1993, the Company's common stock has been traded on the American
Stock Exchange (Primary List).  From March 18, 1992, to May 21, 1993, the
Company's common stock traded on the American Stock Exchange (Emerging Company
Marketplace).  In addition, the Company's common stock has traded on the Boston
Stock Exchange since October 1991.  The high and low closing prices, by fiscal
quarter, as reported by the American Stock Exchange for the last three years are
as follows:

1995                                       High           Low
Fourth Quarter . . . . . . . . . . . . . . $5.38         $3.63
Third Quarter. . . . . . . . . . . . . . . $5.56         $3.83
Second Quarter . . . . . . . . . . . . . . $5.63         $3.75
First Quarter. . . . . . . . . . . . . . . $5.75         $4.75

1994
Fourth Quarter . . . . . . . . . . . . . . $7.00         $4.88
Third Quarter. . . . . . . . . . . . . . . $6.88         $4.88
Second Quarter . . . . . . . . . . . . . . $7.88         $5.75
First Quarter. . . . . . . . . . . . . . . $8.63         $7.00

1993
Fourth Quarter . . . . . . . . . . . . . . $8.88         $5.50
Third Quarter. . . . . . . . . . . . . . . $7.00         $5.63
Second Quarter . . . . . . . . . . . . . . $7.88         $5.88
First Quarter. . . . . . . . . . . . . . . $9.13         $4.00

On January 24, 1996, the closing price of the common stock as reported on the
American Stock Exchange was $3.69 per share and there were 924 holders of record
of the common stock.

The Company has not paid any cash dividends on its common stock since inception
and intends for the foreseeable future to retain any earnings to finance the
growth of its business.  Future dividend policy will be determined by the Board
of Directors of the Company based upon consideration of the Company's earnings,
capital needs and other factors then relevant.
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA

<TABLE>
                             Unique Mobility, Inc.
                      Consolidated Selected Financial Data
<CAPTION>                                

                          1995                1994                1993                1992                1991
<S>                  <C>                 <C>                 <C>                 <C>                 <C>
Contract services
revenue               $ 4,011,951           1,643,203           1,461,568           2,306,070           3,093,117 

Product sales          $   701,700             708,917             695,300             468,508             324,798 

Operating loss         $(1,154,338)         (3,367,873)         (2,446,574)         (2,240,170)           (671,034)

Net loss               $(1,330,433)         (3,395,356)         (2,473,804)         (2,217,207)           (606,735)

Net loss per                       
common share           $    (.13)               (.35)               (.28)               (.33)               (.13)  

Total assets           $ 7,678,599           5,903,551           7,791,826           4,700,507           3,301,187 

Long-term                          
obligations            $   807,003             886,996             921,758           2,161,376               -0-   

Cash dividend
declared per 
common share           $     -0-                 -0-                 -0-                 -0-                 -0-   
</TABLE>


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

Financial Condition

The Company experienced growth in its contract services business and as a result
reported increased revenue and lower levels of operating losses for fiscal 1995.
The growth in contract services revenue was primarily attributable to the
Company's participation in the U.S. Department of Energy-sponsored  Hybrid
Propulsion System Development Program with Ford Motor Company.  

During the second half of fiscal 1995, the Company completed an offering of its
common stock under Regulation S.  Proceeds to the Company net of offering
expenses amounted to $1,950,554.  As a result, the Company's cash balances at
fiscal 1995 year end improved compared to the prior fiscal year end balances. 
At October 31, 1995, cash on hand and certificates of deposit were $2,115,499
compared to $1,620,115 at October 31, 1994.  Working capital (current assets
minus current liabilities) declined to $1,193,000 versus $2,061,612 reflecting
short-term borrowings to meet the Company's capital contributions to Taiwan UQM.

In fiscal 1996, the Company intends to launch expanded manufacturing operations
at its Golden, Colorado facility, continue the development of the Ethos 3 EV
demonstration vehicle in collaboration with Pininfarina and make additional
investments in its joint venture with KYMCO.  The Company does not currently
possess the financial resources to fully fund these activities.  See "Liquidity
and Capital Resources" below.
<PAGE>

Accounts receivable declined to $337,849 at October 31, 1995 compared to 
$405,403 at the end of fiscal 1994 reflecting accelerated collections on 
engineering contracts through the utilization of progress payment provisions on
substantially all of the Company's contracts.

Costs and estimated earnings on uncompleted contracts declined $93,669 to
$262,414 at fiscal 1995 year end from the fiscal 1994 year end level of 
$356,083. This decline was due to accelerated billing under the progress payment
provisions of the Company's contracts and lower levels of sponsored development
activities for Ford Motor Company during the fourth quarter of fiscal 1995.

Inventories declined to $404,701 at fiscal 1995 year end compared to the prior
year end level of $475,151.  Raw material and work in process inventories
declined modestly while finished products inventories accounted for $46,688 of
the decrease.  The decline in finished goods inventories is attributable to 
lower stocking levels of product inventories.

Prepaid expenses were $35,397 at October 31, 1995, a decrease of $29,280 from 
the fiscal 1994 year end level.  The decrease is due to prepayments of trademark
application costs and construction costs during fiscal 1994, which were not of
a recurring nature.

The Company invested $440,079 for the acquisition of property and equipment
during fiscal 1995.  Of this amount, $135,000 was expended for the acquisition
of the hybrid electric Orion II transit bus which was collaboratively developed
by the Company and a funding consortium of companies. Following its acquisition,
the bus was leased to NYSERDA and placed in service with various transit
operators throughout the State of New York.  The Company expects to invest
additional amounts of capital for machinery and equipment in fiscal 1996
coincident to the launch of volume manufacturing operations.  See also 
"Liquidity and Capital Resources" below.

Patent and trademark costs, net of accumulated amortization, increased $56,270
over the prior year level reflecting patent application costs associated with
technology acquired from Everton Developments, Ltd. and trademark application
costs arising from the registration of the mark UQM in the United States and
various industrial countries around the world.  

Other assets decreased to $27,831 at October 31, 1995 from $46,235 due to the
sale of marketable securities previously held for investment.

Accounts payable declined $132,831 to $83,859 at the end of fiscal 1995 from
$216,690 at the end of fiscal 1994 due to the acceleration of payments to 
vendors on commercial trade accounts and an overall reduction in the Company's 
operating cost base during the fourth quarter.

Other current liabilities declined to $464,186 at October 31, 1995, from 
$532,058 at October 31, 1994.  The decrease is generally due to lower levels of
accrued legal and accounting fees ($54,643) and lower levels of accrued payroll,
consulting, personal property and real estate taxes ($102,793) which were
partially offset by an increase in accrued interest expense($86,713) arising 
from borrowings from KYMCO.

Note payable increased to $1,403,493 at October 31, 1995 reflecting amounts due
to KYMCO pursuant to a waiver and option agreement.  Pursuant to the agreement
KYMCO will fund the Company's capital call obligations to Taiwan UQM under the
joint venture agreement between the Company, KYMCO and TLT arising prior to
December 31, 1995.
<PAGE>

Billings in excess of costs and estimated earnings on uncompleted contracts
decreased to zero at fiscal 1995 year end from $137,247 at the end of fiscal
1994.  At the end of fiscal 1995, no customers were billed in advance of the
performance of the associated work on sponsored development programs.   

Current portion of long-term debt rose $41,425 to $81,525 at October 31, 1995,
due to increased levels of debt associated with lease financing activities 
conducted by the Company's wholly owned subsidiary UQM Leasing, Inc.

Long-term debt declined $79,993 during fiscal 1995 due to scheduled principal
payments and a principal prepayment of $70,000 on the mortgage debt associated
with the Company's facilities.

Common stock and additional paid-in capital increased to $105,720 and 
$18,887,886 at October 31, 1995, respectively, compared to $99,255 and 
$16,790,995 at October 31, 1994. The increase is primarily attributable to a 
sale of the Company's common stock and the acquisition of common stock upon the
exercise of stock options by employees and consultants which resulted in 
aggregate cash proceeds to the Company, net of expenses, of $2,028,700.

Results of Operations

Operations for the year ended October 31, 1995 resulted in a net loss of
$1,330,433 or $0.13 per share compared to a net loss of $3,395,356 or $0.35 per
share for the year ended October 31, 1994, and a net loss of $2,473,804 or $0.28
per share for the year ended October 31, 1993.

Revenue derived from contract services for fiscal 1995 rose over two-fold to
$4,011,951 from the fiscal 1994 level of $1,643,203 and the fiscal 1993 level of
$1,461,568.  Sales of UQM products remained flat in fiscal 1995 at $701,700
compared to the fiscal 1994 and 1993 levels of $708,917 and $695,300,
respectively.  The increase in revenue from contract services is primarily
attributable to U.S. Department of Energy-sponsored work performed for Ford 
Motor Company. During the fourth quarter of fiscal 1995, the Company, in 
consultation with Ford, reduced its cost-share participation in the program.
The flywheel development activity, which constitutes the only ongoing work under
the Ford program, is expected to be completed during the third quarter fiscal 
1996. The Company's reduced participation in the Ford program was designed to 
lower its cost-share obligations and focus the Company's research and 
development activities to areas of nearer rather than longer term application of
developed technologies.  Total revenue for the fourth quarter of fiscal 1995 
declined to $523,818 compared to total revenues of $1,629,819 for the third 
quarter of fiscal 1995 as a result of these decisions.  Revenues from the Ford 
program constituted 24.1 percent and 36.6 percent of total revenue for the 
fourth quarter and fiscal 1995, respectively. 

Gross profit margins for fiscal 1995 rose to 31.4 percent versus 14.3 percent 
for fiscal 1994 and 15.3 percent in fiscal 1993. The increase in gross profit 
margins is primarily attributable to increased absorption of overhead costs 
resulting from higher levels of contract services revenue.

Research and development expenditures declined to $1,292,803 for the year ended
October 31, 1995, from $2,088,317 for the year ended October 31, 1994, and
$1,443,631 for the year ended October 31, 1993.  The decline is due to revenue
arising from the contract with Ford which offset, in part, internally funded
research activities.

General and administrative costs decreased to $972,410 for fiscal 1995 versus
$1,331,532 and $1,095,420 for fiscal 1994 and 1993, respectively.  The decrease
results from lower levels of legal and business development expenditures and
reduced staffing of administrative and marketing functions during fiscal 1995.
<PAGE>

Depreciation and amortization expense increased $74,795 during fiscal 1995 to
$346,567 reflecting increased levels of amortization associated with the 
issuance of patents covering the Company's proprietary technologies and higher 
levels of depreciable assets, generally.

Royalty expense was $23,423 for the year ended October 31, 1995, versus $11,458
and $39,272 for the years ended October 31, 1994 and 1993 respectively.  Royalty
expense was lower in fiscal 1994 and 1995 due to completion of an assignment
agreement with Alcan which reduced the Company's royalty obligation.

Liquidity and Capital Resources

The Company's cash balances and liquidity throughout fiscal 1995 were adequate
to meet operating needs.  Cash used by operations and for the purchase of 
capital assets declined during fiscal 1995 compared to the fiscal 1994 and 1993
levels.  Cash flows from financing activities rose during fiscal 1995 compared 
to fiscal 1994. This increase is primarily attributable to the completion of an
offering of the Company's common stock under Regulation S.  The offering, which
was completed during the fourth quarter of fiscal 1995, resulted in the sale of
581,111 shares of common stock at $3.60 per share.  Proceeds to the company, net
of offering expenses, was $1,950,554. Principally as a result of these 
activities cash and cash equivalents increased to $1,796,392 at October 31,
1995, compared to $1,201,008 at October 31, 1994.  Working capital (current 
assets minus current liabilities ) declined to $1,193,000 versus $2,061,612 
primarily as a result of short-term borrowings to meet the Company's capital
contributions to Taiwan UQM.

During the fourth quarter of fiscal 1995, the Company established a new business
unit to commercialize low voltage traction drives and reduced its participation
in the Ford research program.  As a result, the Company has redirected personnel
and financial resources toward the launch of the Power Products business unit.
Management expects the near term impact of its reduced participation in the Ford
program to result in lower levels of contract services revenue in fiscal 1996 
and a corresponding reduction in the cost of those revenues.  The launch of the
Power Products business unit is expected to result in operating losses which 
will be financed in part from the proceeds of the 1995 offering.  Management 
believes the Company currently possesses sufficient cash to fund its domestic 
operations for a period of at least twelve months.  However, additional capital
will be required to fully implement the Company's participation in its Taiwanese
joint venture and commercialization of the Ethos 3 EV.

In January 1996, the Company sold to Invacare Corporation 129,032 shares of the
Company's common stock at a price of $3.88 per share.  Net proceeds to the
Company were $500,000, the use of which is restricted principally to certain
design and production activities.  Contingent upon the achievement of certain
conditions, Invacare has agreed to make an additional investment in the Company
through the purchase of common stock at market price.  The additional investment
will be in the approximate amount of 50 percent of the mutually agreed
investments to be made by the Company for production tooling, equipment and
product launching costs required to be made by the Company for the manufacture
of products to be sold to Invacare. The Company does not currently possess the
financial resources to fund its 50 percent share of the costs to launch
production for Invacare; however management believes that it can acquire the
capital required to meet its obligations pursuant to the agreement through
commercial debt or lease financing, although it currently has no commitment for
such financing.
<PAGE>

On January 29, 1994 the Company, KYMCO and TLT entered into a joint venture
agreement providing for the formation, funding and operation of Taiwan UQM, a
company organized under the laws of the Republic of China.  Taiwan UQM was
incorporated in April 1995.

Under the initial provisions of the joint venture agreement the Company 
purchased 39 percent of the initial capital of Taiwan UQM for $45,082 and agreed
to invest 39 percent of any additional capital calls.  Pursuant to the joint 
venture agreement, the venturers are required to invest additional funds in 
Taiwan UQM as the board of directors of Taiwan UQM by unanimous vote determines
to be required.

During 1995, the Company was unable to make payments for additional capital call
obligations under the joint venture agreement.  The Company, KYMCO and TLT
entered into a waiver and option agreement on June 12, 1995, whereby KYMCO 
agreed to first purchase those shares of Taiwan UQM underlying the Company's 
additional capital call obligations in the amount of $1,403,493.  Under the 
waiver and option agreement the Company has the option to repurchase these 
shares from KYMCO for the additional capital call amount plus interest at 10 
percent per annum. 

It is the intent of management to repurchase the shares and maintain the
Company's equity interest in Taiwan UQM at 39 percent.  The purchase by KYMCO of
the shares related to the Company's additional capital call obligations has been
accounted for as a financing arrangement.  Accordingly, for financial reporting
purposes, as of October 31, 1995, the Company has recorded $1,403,493 as an
addition to its investment in joint venture and as a note payable to joint
venture.  The Company does not currently possess the financial resources to meet
this obligation on a timely basis, although the Company intends to do so if
capital becomes available on terms acceptable to the Company.  Accordingly, the
Company plans to seek an extension of the May 31, 1996 payment date to December
31, 1996.  However, there can be no assurance that such date can be extended, or
that if it is extended, that the Company will then possess the financial
resources to maintain its ownership interest in Taiwan UQM at 39 percent.  
Should the Company not meet its  obligations under the joint venture agreement
and the waiver and option agreement, Taiwan UQM would nevertheless be obligated
to obtain a royalty-bearing license from the Company in order to gain 
manufacturing rights to the Company's proprietary technologies.

The Company may require additional capital beyond that discussed above to
complete its long-term business plan.  The Company hopes to meet future capital
requirements through the issuance of equity or debt securities or a combination
of both, although there can be no assurance that such financing can be 
arranged.   In the event the Company is unwilling or unable to arrange such 
financing, management would defer, abandon or modify implementation of the 
Company's business plan.  In addition, the Company plans to continue to pursue 
the commercialization of its proprietary technologies directly, if financing 
can be obtained or, if financing cannot be obtained or is deemed to be too 
costly, indirectly by means of strategic alliances or licensing arrangements 
with leading companies in the field.

New Accounting Standards.  Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets to Be Disposed Of (SFAS 121)
was issued in March 1995 by the Financial Accounting Standards Board.  It
requires that long-lived assets and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  SFAS 121 is required to be adopted for fiscal years beginning 
after December 15, 1995.  Adopting this statement by the Company is not expected
to have a significant effect on the consolidated financial statements.
<PAGE>

Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123) was issued by the Financial Accounting Standards Board
in October 1995.  SFAS 123 establishes financial accounting and reporting
standards for stock-based employee compensation plans as well as transactions in
which an entity issues its equity instruments to acquire goods or services from
non-employees.  This statement defines a fair value based method of accounting
for all of their employee stock compensation plans.  However, it also allows an
entity to continue to measure compensation costs for those plans using the
intrinsic value based method of accounting prescribed by APB Opinion No. 25,
Accounting for Stock Issued to Employees.  Entities electing to remain with the
accounting in Opinion 25 must make proforma disclosures of net income and, if
presented, earnings per share, as if the fair value based method of accounting
defined by SFAS 123 had been applied.  SFAS 123 is applicable to fiscal years
beginning after December 15, 1995.  The Company currently accounts for its 
equity instruments using the accounting prescribed by Opinion 25.  The Company 
does not currently expect to adopt the accounting prescribed by SFAS 123; 
however, the Company will include the disclosures required by SFAS 123 in future
consolidated financial statements.
<PAGE>

ITEM 8.  Financial Statements 

                           Independent Auditors' Report

The Board of Directors and Stockholders
Unique Mobility, Inc.:

We have audited the accompanying consolidated balance sheets of Unique Mobility,
Inc. and subsidiaries as of October 31, 1995 and 1994, and the related 
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended October 31, 1995.  These 
consolidated financial statements are the responsibility of the Company's 
management. 

Our responsibility is to express an opinion on these consolidated financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement 
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Unique Mobility, 
Inc. and subsidiaries as of October 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the three-year 
period ended October 31, 1995 in conformity with generally accepted accounting 
principles.



                               "KPMG Peat Marwick LLP"
                                KPMG Peat Marwick LLP


Denver, Colorado
December 22, 1995

<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Consolidated Balance Sheets

October 31, 1995 and 1994
                                                                        


Assets                                                  1995           1994

Current assets:
  Cash and cash equivalents                        $ 1,796,392       1,201,008
  Certificates of deposit                              319,107         419,107
  Accounts receivable (notes 5 and 10)                 337,849         405,403
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                  262,414         356,083
  Inventories                                          404,701         475,151
  Prepaid expenses                                      35,397          64,677
  Other current assets                                  70,203          66,278

       Total current assets                          3,226,063       2,987,707


Property and equipment, at cost:
  Land (notes 2 and 5)                                 335,500         335,500
  Building (notes 2 and 5)                           1,364,500       1,364,500
  Molds                                                102,113         102,113
  Transportation equipment                             251,175         116,175
  Machinery and equipment                            1,763,818       1,458,739
                                                     3,817,106       3,377,027
 Less accumulated depreciation                      (1,275,530)       (942,736)

       Net property and equipment                    2,541,576       2,434,291


Investment in Taiwan joint venture (note 3)          1,432,735          41,194

Patent and trademark costs, net of
  accumulated amortization of $25,491
  and $16,995 (note 9)                                 450,394         394,124

Other assets                                            27,831          46,235

                                                   $ 7,678,599       5,903,551

                                                              (Continued)
<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Consolidated Balance Sheets, Continued
                                                                         


Liabilities and Stockholders' Equity                   1995             1994

Current liabilities:
  Accounts payable                               $     83,859          216,690
  Other current liabilities (note 4)                  464,186          532,058
  Note payable to Taiwan joint venture
    participant (note 3)                            1,403,493
  Current portion of long-term debt (note 5)           81,525           40,100
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                                  137,247

       Total current liabilities                    2,033,063          926,095


Long-term debt, less current portion (note 5)         807,003          886,996


       Total liabilities                            2,840,066        1,813,091


Minority interest in consolidated
  subsidiary (note 2)                                 389,065          391,785


Stockholders' equity (notes 7 and 8):
  Common stock, $.01 par value, 50,000,000
    shares authorized; 10,571,953 and
    9,925,545 shares issued                           105,720           99,255
  Additional paid-in capital                       18,887,886       16,790,995
  Accumulated deficit                             (14,426,536)     (13,096,103)
                                                    4,567,070        3,794,147
  Less cost of 37,341 and 31,976 shares
    of treasury stock                                 117,602           95,472

       Total stockholders' equity                   4,449,468        3,698,675

Commitment (note 3)

                                                 $  7,678,599        5,903,551


See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Consolidated Statements of Operations

Years Ended October 31, 1995, 1994 and 1993
                                                                   
<CAPTION>

                                                       1995            1994            1993
<S>                                               <C>              <C>             <C>
Revenue:
  Contract services (note 10)                     $  4,011,951       1,643,203       1,461,568
  Product sales                                        701,700         708,917         695,300
                                                     4,713,651       2,352,120       2,156,868

Operating costs and expenses:
  Costs of revenue                                   3,232,786       2,016,914       1,827,130
  Research and development                           1,292,803       2,088,317       1,443,631
  General and administrative                           972,410       1,331,532       1,095,420
  Depreciation and amortization                        346,567         271,772         197,989
  Royalty                                               23,423          11,458          39,272
                                                     5,867,989       5,719,993       4,603,442

     Operating loss                                 (1,154,338)     (3,367,873)     (2,446,574)


Other income (expense):
  Minority interest share of earnings of
    consolidated subsidiary                            (64,627)        (69,517)        (67,810)
  Interest income                                       50,890          98,228         145,783
  Interest expense                                    (177,051)        (73,813)       (105,735)
  Equity in loss of Taiwan joint venture               (11,952)         (3,888)
  Other                                                 26,645          21,507             532

     Net loss                                     $ (1,330,433)     (3,395,356)     (2,473,804)

     Net loss per common share                         $(.13)           (.35)           (.28)

Weighted average number of shares of common
  stock outstanding                                 10,090,778       9,763,391       8,881,643


See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

Years Ended October 31, 1995, 1994 and 1993                                                                                       
<CAPTION>

                                                  Number of
                                                   common                  Additional                                 Total
                                                   shares      common       paid-in      Accumulated    Treasury   Stockholders'
                                                   issued       stock        capital       deficit        stock       equity
<S>                                             <C>         <C>          <C>            <C>            <C>         <C> 
Balances at October 31, 1992                      7,211,784  $  72,118      8,789,076     (7,226,943)    (41,823)    1,592,428
Issuance of common stock, net of offering
  costs of $744,923                               1,000,000     10,000      4,245,077                                4,255,077
Issuance of common stock upon
  conversion of debenture and accrued
  interest thereon                                  666,666      6,667      1,193,333                                1,200,000
Issuance of common stock upon exercise
  of underwriters' overallotment option             150,000      1,500        651,000                                  652,500
Issuance of common stock upon exercise
  of Alcan preemptive right (note 7)                 49,675        497         53,661                                   54,158
Issuance of common stock upon exercise
  of underwriter warrants                           120,000      1,200        278,400                                  279,600
Issuance of common stock upon exercise
  of employee options                               257,637      2,576        324,359                                  326,935
Issuance of common stock under
  employee stock purchase plan                        5,623         56         22,299                                   22,355
Net loss                                                                                  (2,473,804)               (2,473,804)

Balances at October 31, 1993                      9,461,385     94,614     15,557,205     (9,700,747)    (41,823)    5,909,249

Issuance of common stock upon exercise
  of Alcan preemptive right (note 7)                111,395      1,114        199,397                                  200,511
Issuance of common stock upon exercise
  of underwriter warrants                            20,000        200         46,400                                   46,600
Issuance of common stock upon exercise
  of employee options                               325,133      3,251        936,996                    (53,649)      886,598
Issuance of common stock for directors'
  compensation                                        6,000         60         42,490                                   42,550
Issuance of common stock under
  employee stock purchase plan                        1,632         16          8,507                                    8,523
Net loss                                                                                  (3,395,356)               (3,395,356)

Balances at October 31, 1994                      9,925,545     99,255     16,790,995    (13,096,103)    (95,472)    3,698,675

Issuance of common stock, net of offering
  costs of $141,446                                 581,111      5,812      1,944,742                                1,950,554
Issuance of common stock upon exercise
  of employee options                                64,786        648         99,628                    (22,130)       78,146
Issuance of common stock under
  employee stock purchase plan                          511          5          2,521                                    2,526
Issuance of warrants for services                                              50,000                                   50,000
Net loss                                                                                  (1,330,433)               (1,330,433)

Balances at October 31, 1995                     10,571,953  $ 105,720     18,887,886    (14,426,536)  (117,602)  4,449,468

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years Ended October 31, 1995, 1994 and 1993
                                                                
<CAPTION>

                                                      1995             1994            1993
<S>                                             <C>              <C>              <C>        
Cash flows from operating activities:
  Net loss                                        $(1,330,433)      (3,395,356)     (2,473,804)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
      Depreciation and amortization                   346,567          271,772         197,989
      Minority interest share of earnings of
        consolidated subsidiary, net of cash
        distributions                                  (2,720)           8,904           7,810
      Noncash compensation expense for
        common stock and warrants issued for
        services                                       12,500           80,050
      Equity in loss of Taiwan joint venture           11,952            3,888
      Gain on sale of investments                      (3,534)
      Change in operating assets and liabilities:
         Accounts receivable and costs and
           estimated earnings in excess of
           billings on uncompleted contracts          161,223           28,995        (329,791)
       Inventories                                     70,450           52,215        (259,515)
       Prepaid expenses and other current
         assets                                        25,355            9,933         (47,923)
       Billings in excess of costs and estimated
         earnings on uncompleted contracts           (137,247)          74,060          63,187
       Accounts payable and other current
         liabilities                                 (163,203)         238,712           2,715
       Other                                             (466)          35,919          (8,513)

          Net cash used by operating activities    (1,009,556)      (2,590,908)     (2,847,845)


Cash used by investing activities:
   Acquisition of property and equipment             (440,079)        (413,907)       (373,482)
  Increase in patent and trademark costs              (64,766)        (131,652)       (129,644)
  Investment in Taiwan joint venture                                   (45,082)
  Purchase of certificates of deposit and 
    other investments                                                                 (423,447)
  Proceeds from sale of certificates of 
    deposit and other investments                     117,127                          314,479

         Net cash used by investing activities       (387,718)        (590,641)       (612,094)
</TABLE>

                                                              (Continued)
<PAGE>                                                                         
<TABLE>
UNIQUE MOBILITY, INC.
AND SUBSIDIARIES
                                                                              
Consolidated Statements of Cash Flows, Continued
                                                                            
<CAPTION>                                                                          

                                                      1995              1994            1993
<S>                                             <C>              <C>             <C>         
Cash flows provided by financing activities:
  Proceeds from borrowings                       $   212,337
  Repayment of debt                                 (250,905)          (36,077)        (36,827)
  Proceeds from sale of common stock, net          1,950,554                         4,255,077
  Issuance of common stock upon exercise of
    underwriters' over allotment option                                                652,500
  Issuance of common stock upon exercise
    of employee options                               78,146           886,598         326,935
  Issuance of common stock upon exercise of
    underwriter warrants                                                46,600         279,600
  Issuance of common stock upon exercise of
    Alcan preemptive right                                             200,511          54,158
  Issuance of common stock under employee stock
    purchase plan                                      2,526             8,523          22,355

        Net cash provided by financing
          activities                               1,992,658         1,106,155       5,553,798

        Increase (decrease) in cash and cash
          equivalents                                595,384        (2,075,394)      2,093,859

Cash and cash equivalents at beginning of year     1,201,008         3,276,402       1,182,543

Cash and cash equivalents at end of year         $ 1,796,392         1,201,008       3,276,402

</TABLE>
Supplemental disclosures to the consolidated statements of cash flows:

  Cash paid for interest was $89,133, $72,638 and $113,735 in 1995, 1994 and
    1993, respectively.
         
  In 1995, the Company financed its additional investment in the Taiwan 
    joint venture through the issuance of a note payable in the amount of 
    $1,403,493 (see note 3).
        
  In accordance with the provisions of the Company's stock option plans, the
    Company accepts as payment of the exercise price, shares of the 
    Company's common stock held by the option holder prior to the date of 
    the option exercise.  The shares received are recorded at cost as 
    treasury stock. 
         
  In fiscal 1995 and 1994 the Company issued 32,130 and 24,364 shares of 
    common stock with an exercise price of $22,130 and $53,649, 
    respectively, for which the Company received 5,365 and 6,813 shares
    of common stock.
         
  During 1993, the Company issued 666,666 shares of common stock upon the 
    conversion of its 8% secured convertible term notes in  the amount of 
    $1,200,000.
         

See accompanying notes to consolidated financial statements.

<PAGE>


UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

October 31, 1994 and 1993
                                                                

(1)    Summary of Significant Accounting Policies

       (a)   Principles and Consolidation

             The consolidated financial statements include the accounts of 
             Unique Mobility, Inc. and those of all majority-owned or controlled
             subsidiaries (the "Company").  All significant intercompany 
             accounts and transactions have been eliminated in consolidation.

        (b)  Contract Services

             Revenue relating to service contracts, the terms of which is one 
             year or less, is recognized using the completed-contract method.  
             Revenue relating to long-term fixed price contracts ios recognized
             using the percentage of completion method.  Revenue relating to 
             cost-plus type contracts is recognized as costs are incurred and
             billed to the customer.
              
         (c) Cash, Cash Equivalents and Certificates of Deposit

             The Company considers cash on hand and investments with original 
             maturities of three months or less to be cash equivalents.  
             Certificates of deposit are carried at cost.  The certificate of 
             deposit held at October 31, 1995 matures in April 1996.
              
         (d) Investment in Taiwan Joint Venture

             The Company's investment in a joint venture located in Taiwan is 
             accounted for under the equity method of accounting.  Under this 
             method, the investment, originally recorded at cost, is adjusted 
             to recognize the Company's share of the net earnings or losses of 
             the joint venture as they occur.  Income or loss recognition is 
             limited to the extent of the Company's investment in, advances 
             to and guarantees of the joint venture.
              
         (e) Inventories

             Inventories are stated at the lower of cost or market.  
             Cost is determined by the first-in, first-out method.  Inventories
             at October 31, consist of:
              


                                                  1995                  1994

             Raw materials                     $ 247,225               263,526
             Work in process                      31,525                38,986
             Finished products                   125,951               172,639

                                               $ 404,701               475,151

<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

                                                               
         
(1)    Summary of Significant Accounting Policies (continued)
         
       (f)   Property and Equipment

              Property and equipment is stated at cost.  Depreciation is 
              computed using the straight-line method over the estimated useful
              lives of the assets which range from three to five years except 
              for the building which is depreciated over 31 years.  Maintenance
              and repairs are charged to expense as incurred.

        (g)   Patent and Trademark Costs

              Patent and trademark costs consist primarily of legal expenses, 
              and represent those costs incurred by the Company for the filing 
              of patent and trademark applications and the maintenance of 
              patents issued.  Amortization of patent and trademark costs is 
              computed using the straight-line method over the estimated useful
              life of the asset, typically 17 years for patents, and 40 years 
              for trademarks.

        (h)   Income Taxes

              The Company accounts for income taxes in accordance with Statement
              of Financial Accounting Standards No. 109, Accounting for Income
              Taxes.  Under the asset and liability method of Statement 109, 
              deferred tax assets and liabilities are recognized for the future 
              tax consequences attributable to differences between the financial
              statement carrying amounts of existing assets and liabilities and
              their respective tax bases. 
             
              Deferred tax assets and liabilities are measured using enacted tax
              rates expected to apply to taxable income in the years in which 
              those temporary differences are expected to be recovered or 
              settled.  Under Statement 109, the effect on deferred tax assets
              and liabilities of a change in tax rates is recognized in income
              in the period that includes the enactment date.
              
         (i)   Research and Development

               Costs of researching and developing new technology or 
               significantly altering existing technology are charged to 
               operations as incurred.
              
         (j)   Loss Per Common Share
         
               Loss per common share is based on the weighted average number of
               shares of common stock outstanding during each year.  Common 
               stock equivalents were not included in the computations because 
               their effect was anti-dilutive.
         
         (k)   Reclassifications
         
               Certain prior year amounts have been reclassified to conform with
               the October 31, 1995 presentation.
              
<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

                                                               
         
         (2)    Limited Liability Company

                In September 1992, the Company and a private investor formed a 
                Colorado limited liability company to acquire, own, and maintain
                a 40,000 square-foot facility in Golden, Colorado, and the
                surrounding land.  This facility serves as the Company's 
                corporate headquarters.  Ownership in this limited liability 
                company is divided equally between the Company and the private 
                investor; however, the Company is deemed to have a controlling 
                interest in the limited liability company by virtue of its 
                management responsibilities and the limited liability company 
                is, therefore, accounted for as a consolidated subsidiary. 
                Minority interest in consolidated subsidiary represents the 
                private investor's allocable portion of the equity of the 
                consolidated subsidiary.

         (3)    Investment in Taiwan Joint Venture

                On January 29, 1994 the Company, Kwang Yang Motor Co. Ltd.
                (KYMCO), and Turn Luckily Technology Co. Ltd. (TLT), entered 
                into a joint venture agreement (the Joint Venture Agreement) 
                providing for the formation, funding, and operation of Taiwan 
                UQM Electric Company, Ltd., a company organized under the laws 
                of the Republic of China (Taiwan UQM).  Taiwan UQM was 
                incorporated in April 1995.
         
                Under the initial provisions of the Joint Venture Agreement for
                $45,082, the Company purchased 39% of the initial equity capital
                of Taiwan UQM in 1994 and agreed to invest 39% of any additional
                capital calls.  Pursuant to the Joint Venture Agreement, the 
                venturers are required to invest additional funds in Taiwan UQM,
                as the board of directors of Taiwan UQM by unanimous vote 
                determines to be required.
         
                During 1995, the Company was unable to make payments for 
                additional capital call obligations under the Joint Venture 
                Agreement.  The Company, KYMCO and TLT entered into a Waiver and
                Option Agreement (the Option Agreement) on June 12, 1995,
                whereby KYMCO agreed to first purchase those shares of Taiwan 
                UQM underlying the Company's additional capital call obligations
                in the amount of $1,403,493.  Under the Option Agreement, the 
                Company has the option to repurchase these shares from KYMCO
                for the additional capital call amount, plus interest at 10% 
                per annum.  It is the intent of management of the Company to 
                repurchase the shares and maintain the Company's equity interest
                in Taiwan UQM at 39%.  The purchase by KYMCO of the shares 
                related to the Company's additional capital call obligations has
                been accounted for as a financing arrangement.  Accordingly, for
                financial reporting purposes, as of October 31, 1995, the 
                Company has recorded $1,403,493 as  an addition to its 
                investment in joint venture and as a note payable to joint 
                venture.

<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
                                                               
         
         (4)    Other Current Liabilities

                Other current liabilities at October 31, consist of:



                                                       1995             1994

                Accrued subcontractor expense       $ 174,781          150,000
                Accrued interest                       93,698            6,985
                Accrued legal and accounting fees      48,611          103,254 
                Accrued payroll, consulting,
                  personal property and real
                  estate taxes                         44,882          147,675
                Other                                 102,214          124,144

                                                    $ 464,186          532,058


(5)    Long-term Debt

         Long-term debt at October 31, consists of:
         
                                                       1995             1994


         Note payable to bank, in monthly
           installments with interest at the
           bank's prime rate plus 1.0% (9.75%
           at October 31, 1995); matures
           October 2007; secured by land and
           building                                 $ 829,714          927,096


         Note payable to bank, in monthly
           installments with interest at 12%;
           matures November 1997; secured
           by all of the Company's accounts
           at the bank and all accounts
           receivable and certain equipment            58,814

                  Total long-term debt                888,528          927,096

         Less current portio                           81,525           40,100

         Long-term debt, less current portion       $ 807,003          886,996


         Annual maturities of long-term debt for each of the next five fiscal
           years and thereafter are as follows:

                                 1996                     $    81,525
                                 1997                          57,676
                                 1998                          46,560
                                 1999                          51,308
                                 2000                          56,541
                                 Thereafter                   594,918

                                                            $ 888,528

<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
                                                               

      (6)    Income Taxes

             At October 31, 1995, temporary differences that give rise to 
             deferred tax assets and deferred tax liabilities are principally 
             made up of net operating loss carryforwards and research and 
             development credit carryforwards for income tax purposes.  Deferred
             tax assets attributable to net operating loss carryforwards and 
             other tax credits are offset by a valuation allowance.

             At October 31, 1995, the Company had net operating loss 
             carryforwards for income tax purposes aggregating approximately
             $13.8 million.  Approximately $1.2 million of the net ope  rating 
             loss carryforwards is attributable to stock options, the benefit of
             which will be credited to additional paid-in capital if realized. 
             Net operating loss carryforwards are subject to certain rules 
             limiting their annual usage.  These carryforwards ex  pire between
             1998 and 2010.

      (7)    Stockholders' Equity

             Alcan Aluminum Limited (Alcan) and certain affiliates of Advent 
             International Corporation (Advent) and Techno-Venture U.S.A., Inc.
             (Techno), significant stockholders, have preemptive rights to 
             acquire 16.7%, 13.1% and 2.1%, respectively, of the Company's 
             shares of common stock offered in any offering for so long as they 
             hold any shares of the Company's common stock.

             Additionally, Alcan has the right of first refusal to purchase any
             private placement eq  uity securities to be issued or sold to third
             parties if such issuance would cause such parties to become the 
             beneficial owner of more than 5% of any class of the Company's 
             equity securities.  Separately, the Company's Chairman, who holds 
             or has the right to acquire 805,512 shares of the Company's common 
             stock, has granted Alcan a right of first refusal to purchase any 
             shares to be sold or transferred by the Chairman in any public or
             private sale.

      (8)    Common Stock Options and Warrants

             The Company has reserved 4,104,000 shares of common stock for key 
             employees, consultants, and key suppliers under its Incentive and 
             Non-Qualified Option plans.  Options became exercisable as 
             determined at the date of grant by the Board of Directors and 
             expire within 10 years from the date of grant.  The maximum number
             of shares that may be granted to any eligible employee during the 
             term of the Plan is 500,000 shares.  The options require holders to
             abide by certain Company policies on the trading of Company's 
             common stock.
 
             The following table summarizes activity under the plans:


                                                  Shares under     Per share
                                                     option       option price


             Outstanding at October 31, 1992        1,447,770    $ .375 - 4.25
             Granted                                  612,000      6.25 - 8.00
             Exercised                               (257,637)     .375 - 3.50
             Forfeited                                (89,268)     3.50 - 6.25


                                                            (Continued)
<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
                                                               
         
(8)    Common Stock Options and Warrants (continued)

                                                   Shares under    Per share
                                                      option      option price

     Outstanding at October 31, 1993                 1,712,865   $ .375 - 8.00
     Granted                                           618,333     5.00 - 8.13
     Exercised                                        (325,133)    .375 - 3.50
     Forfeited                                         (91,532)    3.50 - 6.88

     Outstanding at October 31, 1994                 1,914,533      .50 - 8.13

     Granted                                           100,000            5.00
     Exercised                                         (64,786)     .50 - 3.50
     Forfeited                                         (97,515)    3.50 - 6.88

     Outstanding at October 31, 1995                 1,852,232      .50 - 8.13

     Exercisable at October 31, 1995                 1,488,644

     In February 1994, the Company's Board of Directors ratified a Stock Option
     Plan for Non-Employee Directors pursuant to which Directors may elect to
     receive stock options in lieu of cash compensation for their services as
     directors.  The Company has reserved 250,000 shares of common stock for
     issuance pursuant to the exercise of  options under the Plan.  The options
     vest ratably over a three-year period beginning one year from the
     date of grant and are exercisable for 10 years from the grant date.
     Option prices are equal to the fair market value of common shares at the
     date of grant.

     The following table summarizes activity under the plan:
         
                                                  Shares under     Per share
                                                     option      exercise price

     Outstanding at October 31, 1993
     Granted                                          48,000     $ 5.38 - 6.25
     Outstanding at October 31, 1994                  48,000       5.38 - 6.25
     Granted                                          61,333       5.00 - 5.13

     Outstanding at October 31, 1995                 109,333       5.00 - 6.25


     At October 31, 1995 options for 16,000 shares were exercisable.


     In connection with a 1991 common stock issuance, the underwriters were
     issued warrants to acquire 140,000 shares of the Company's common stock at
     $2.32 per share.  During 1993, the underwriters exercised warrants for
     120,000 shares of the Company's common stock.  During 1994, the
     underwriters exercised the remaining warrants and were issued 20,000
     shares of the Company's common stock.

<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
                                                               
         
      In connection with a 1992 common stock issuance, the underwriters 
      were issued warrants to acquire 100,000 shares of the Company's
      common stock at $6.00 per share.  These warrants expired 
      unexercised on December 2, 1995.

      In connection with the original issuance of certain subordinated 
      convertible term notes to Advent and Techno, the Company granted 
      Advent and Techno warrants to acquire 790,000 shares of the 
      Company's common stock at the lower of $2.40 per share or the 
      market price of the common stock averaged over the 30 trading days
      immediately preceding the date of exercise.  The warrants expire 
      August 1997, and allow for a cashless exercise of the warrants into
      common shares based on the spread between the market price of the 
      common stock on the date of exercise and the $2.40 exercise price.
      All of these warrants remain outstanding at October 31, 1995.

      The Company has reserved 300,000 shares of common stock for 
      issuance pursuant to a warrant agreement with an investment banking
      company.  Warrants to acquire 200,000 shares of common stock vested
      on January 20, 1994 and the remaining 100,000 shares vested on 
      January 20,1995.  The warrants were exercisable for a period of 
      five years, expiring on January 19, 1999, at a price of $7.63 per 
      share.  Further, the warrants were redeemable on a one-time basis 
      only through June 30, 1994, for a like number of warrants, at the 
      then current fair market value of the Company's common stock with 
      otherwise identical terms.  On April 18, 1994, the warrants were 
      redeemed in accordance with the above provision for a like number 
      of warrants which are exercisable at a price of $6.00 per share. 
      The warrants contain transfer restrictions and provisions for the 
      adjustment of the exercise price and the number and type of 
      securities issuable upon exercise based on the occurrence of 
      certain events. All of these warrants remain outstanding at 
      October 31, 1995.
         
      In connection with the 1995 common stock issuance, the placement 
      agent was issued warrants expiring July 21, 1998, to acquire 
      150,000 shares of the Company's common stock at $5.75 per share. 
      All of these warrants remain outstanding at October 31, 1995.
   
   (9)     Alcan Agreements

             The Company had previously entered into agreements with Alcan.  
             Under terms of the agreements, the Company's then existing motor 
             technology and technology resulting from development projects for 
             Alcan were cross-licensed between  Alcan and the Company.  
             Royalties from the manufacture and sale of licensed products and a 
             portion of royalties received from the sub-licensing of technology 
             to third parties were payable by the licensing party to the other 
             if the technology was commercialized.  During 1994, the Company and
             Alcan executed another agreement, in which Alcan assigned to the 
             Company all of its rights, title and interests in all technology 
             developed under the original agreements between Alcan and the 
             Company.  The 1994 agreement further provides that the Company 
             shall pay to Alcan royalties on revenue derived from the 
             manufacture and sale of products or processes embodying the 
             related technology.  In addition, subject to certain conditions, 
             Alcan has agreed to reimburse the Company for 50% of its patent 
             application and maintenance expenditures, up to an amount not to 
             exceed the annual royalties from the Company.   The Company  paid
             $39,272  in  1993  pursuant  to the  original  agreements. 

<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
                                                               
         
             During 1995 and 1994, the Company recorded royalty expense of 
             $23,423 and $11,458, respectively, all of which was applied to the
             reduction of patent application and maintenance expenditures.
         
      (10)   Significant Customers

             The Company has historically derived significant contract services 
             revenue from a few key customers.  During the year ended 
             October 31, 1995, the Company derived $3,258,097 of contract 
             services revenue from three customers, representing 81% of revenue 
             earned from contract services.  Accounts receivable from these 
             three customers also represented 32% of total accounts receivable
             at October 31, 1995.  In the years ended October 31, 1994 and 1993,
             the Company derived $966,831 and $693,592, respectively, of 
             contract services revenue from three and two customers, 
             respectively, representing 59% and 47%, respectively, of revenue 
             earned from contract services.  These two customers also 
             represented 39% and 43% of total accounts receivable at October 31,
             1994 and 1993, respectively.

      (11)   Employee Benefit Plans

             401(K) Plan
         
             The Company has established a 401(k) Savings Plan (the Plan) under
             which eligible employees may contribute up to 15% of their 
             compensation.  At the direction of the participants, contributions 
             are invested in several investment options offered by the Plan 
             including the Company's common stock.  The Company matches 
             participant contributions on a dollar-for-dollar basis on the first
             5% of the participant's contributions and 25% of participant 
             contributions in excess of 5%, subject to certain limitations.  
             These contributions vest ratably over a three year period.  
             Matching contributions to the Plan by the Company were $98,441, 
             $95,257 and $90,457 for the years ended October 31, 1995, 1994 and 
             1993, respectively.

             Stock Purchase Plan

             The Company has established a stock purchase plan which allows 
             eligible employees to purchase, through payroll deductions, shares
             of the Company's common stock at 85% of the fair market value at 
             specified dates.  The Company has reserved 200,000 shares of common
             stock for issuance under the stock purchase plan.  During the years
             ended October 31, 1995, 1994 and 1993, the Company issued 511, 
             1,632 and 5,623 shares of common stock, respectively, under the 
             stock purchase plan.

<PAGE>

UNIQUE MOBILITY, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
                                                               
         
      (12)   Subsequent Event - Stock Purchase Agreement

             On December 7, 1995, the Company entered into a Stock Purchase 
             Agreement with Invacare Corporation (Invacare).  Pursuant to the 
             Stock Purchase Agreement, Invacare has purchased 129,032 shares of 
             the Company's common stock at $3.88 per share for a total capital 
             contribution to the Company of $500,000.  The use of these proceeds
             is restricted principally to certain design and production 
             activities.  Contingent upon the execution of a mutually acceptable
             Supply Agreement with respect to the sale of products by the 
             Company to Invacare, Invacare has further agreed to make a second 
             capital contribution at such time as the production engineering of 
             the initial product for Invacare is completed, which event is 
             scheduled to occur on or before April 30, 1996.  The second capital
             contribution will be in the approximate amount of 50% of the
             mutually agreed investments to be made by the Company for the 
             production tooling, capital equipment and product launching costs 
             required to be made by the Company for the manufacture of products
             to be sold to Invacare.
<PAGE>

ITEM 9.     CHANGE IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.


            None.
<PAGE>

                                       PART III


Pursuant to instruction G (3) to Form 10-K, the information required in
Items 10-13 is hereby incorporated by reference from the Company's
definitive proxy statement for the Annual Meeting of Shareholders to be
held on March 20, 1996, to be filed on or about February 6, 1996, pursuant
to Regulation 14A.

<PAGE>
                                       PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
       
       
        (a)   1.  Financial Statements:
             
                  Independent Auditors' Report.
            
                  Consolidated Balance Sheets, October 31, 1995 and 1994.
            
                  Consolidated Statements of Operations for the years ended 
                     October 31, 1995, 1994 and 1993.

                  Consolidated Statements of Stockholders' Equity for the years
                     ended October 31, 1995, 1994 and 1993.
            
                  Consolidated Statements of Cash Flows for the years ended 
                     October 31, 1995, 1994 and 1993.

                  Notes to Consolidated Financial Statements.
            

             2.   Financial Statement Schedules:

                  None.


         (b) Reports on Form 8-K:

                  None.
       
       
         (c)  Exhibits


3.1   Articles of Incorporation and Bylaws.  Reference is made to Exhibit 3.1 of
      the Company's Registration Statement on Form S-1 (No. 33-42342), which is
      incorporated herein by reference.

3.2   Restated Articles of Incorporation.  Reference is made to Exhibit 3.2 of 
      the Company's Quarter Report on Form 10-K for the year ended October 31,
      1993 (No. 0-9146) which is incorporated herein by reference.

4.1   Specimen Stock Certificate.  Reference is made to Exhibit 3.1 of the 
      Company Registration Statement on Form 10, dated February 27, 1980 
      (No. 0-9146) which is incorporated herein by reference.

10.1  Shareholder Agreement by and among Alcan International Limited, Ray A. 
      Geddes and Unique Mobility, Inc. dated June 7, 1988.  Reference is made to
      Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the 
      quarter ended April 30, 1988 (No. 0-9146) which is incorporated herein by
      reference.

10.2  Unique Mobility, Inc. Incentive and Non-qualified Stock Option Plan 
      (amended and restated effective January 1, 1988).  Reference is made to 
      Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the 
      quarter ended April 30, 1988 (No. 0-9146).

10.3  Non-Qualified Stock Option Agreement with Simon Mencher.  Reference is 
      made to Exhibit 10.12 of the Company's Registration Statement on Form S-2
      (No. 33-53376)  which is incorporated herein by reference.

10.4  Unique Mobility, Inc. 1992 Stock Option Plan.  Reference is made to 
      Exhibit 4.1 to the Company's Registration Statement on Form S-8 
      (No. 33-47454), which is incorporated herein by reference.

10.5  Unique Mobility, Inc. Employee Stock Purchase Plan.  Reference is made to
      Exhibit 4.3 to the Company's Registration Statement on Form S-8 
      (No. 33-34612), which is incorporated herein by reference.

10.6  401(k) Savings Plan of Unique Mobility, Inc.  Reference is made to Exhibit
      4.3 to the Company's Registration Statement on Form S-8 (No. 33-34613), 
      which is incorporated herein by reference.

10.7  Note and Warrant Purchase Agreement dated March 25, 1992 between Unique 
      Mobility, Inc. and affiliates of Advent International Corporation and 
      Techno-Venture U.S.A., Inc.  Reference is made to Exhibit 19.1 to the 
      Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 
      1992 (No. 0-9146) which is incorporated herein by reference.

10.8  Warrant Agreements dated March 25, 1992 between Unique Mobility, Inc. and
      affiliates of Advent International Corporation and Techno-Venture U.S.A.,
      Inc.  Reference is made to Exhibit 19.3 to the Company's Quarterly Report
      on Form 10-Q for the quarter ended April 30, 1992 (No. 0-9146) which is
      incorporated herein by reference.

10.9  Stock Restriction Agreement dated March 25, 1992 between Ray A. Geddes and
      affiliates of Advent International Corporation and Techno-Venture U.S.A.,
      Inc. Reference is made to Exhibit 19.5 to the Company's Quarterly Report 
      on Form 10-Q for the quarter ended April 30, 1992 (No. 0-9146) which is 
      incorporated herein by reference.

10.10 Amendment to Shareholder Agreement dated March 25, 1992 between Unique 
      Mobility, Inc., Ray A. Geddes and Alcan International Limited.  Reference
      is made to Exhibit 19.7 to the Company's Quarterly Report on Form 10-Q for
      the quarter ended April 30, 1992 (No. 0-9146) which is incorporated herein
      by reference.

10.11 Unique Building Partners, Ltd. Liability Co. Operating Agreement dated 
      September 16, 1992.  Reference is made to Exhibit 10.33 of the Company's 
      Registration Statement on Form S-2 (No. 33-53376), which is incorporated 
      herein by reference.
      
10.12 Lease between the Company and Unique Building Partners, Ltd. Liability Co.
      dated September 22, 1992.  Reference is made to Exhibit 10.34 of the 
      Company's Registration Statement on Form S-2 (No. 33-53376), which is 
      incorporated herein by reference. 

10.13 Amended Warrant Agreements between Unique Mobility, Inc. and affiliates of
      Advent International Corporation and Techno-Venture U.S.A., Inc.  
      Reference is made to exhibits 10.1 through 10.7 to the Company's Quarterly
      Report on Form 10-Q for the quarter ended April 30, 1993, (No. 0-9146) 
      which is incorporated herein by reference.
<PAGE>

10.14 Registration agreement between Unique Mobility, Inc. and affiliates of 
      Advent International Corporation and Techno-Venture U.S.A., Inc.  
      Reference is made to exhibit 10.8 to the Company's Quarterly Report on 
      Form 10-Q for the quarter ended April 30, 1993, which is incorporated 
      herein by reference.

10.15 Unique Mobility, Inc. Stock Option Plan for Non-Employee Directors.  
      Reference is made to Exhibit 10.39 of the Company's Quarter Report on Form
      10-K (No. 0-9146) for the year ended October 31, 1993 which is 
      incorporated herein by reference. 
      
10.16 Warrant Agreement with Arnhold and S. Bleichroeder, Inc.  Reference is 
      made to Exhibit 10.41 of the Company's Quarter Report on Form 10-K 
      (No. 0-9146) for the year ended October 31, 1993 which is incorporated 
      herein by reference. 

10.17 Assignment Agreement with Alcan International Limited.  Reference is made
      to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the 
      quarter ended April 30, 1994 (No. 0-9146) which is incorporated herein by
      reference.

10.18 Amendment to the 1992 Stock Option Plan of Unique Mobility, Inc.  
      Reference is made to Exhibit 10.4 to the Company's Quarterly Report on 
      Form 10-Q for the quarter ended April 30, 1994 (No. 0-9146) which is 
      incorporated herein by reference. 
      
10.19 Employment Agreement with Ray A. Geddes.  Reference is made to Exhibit 
      10.1 to the Company's Quarter Report on Form 10-Q for the quarter ended 
      July 31, 1994 (No. 0-9146) which is incorporated herein by reference. 
      
10.20 Non-Qualified Stock Option Agreement with Ray A. Geddes.  Reference is 
      made to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for 
      the quarter ended July 31, 1994 (No. 0-9146) which is incorporated herein
      by reference. 
     
10.21 Incentive Stock Option Agreement with Ray A. Geddes.  Reference is made to
      Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the 
      quarter ended July 31, 1994 (No. 0-9146) which is incorporated herein by 
      reference. 
      
10.22 Employment Agreement with William G. Rankin.  Reference is made to Exhibit
      10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended
      July 31, 1994 (No. 0-9146) which is incorporated herein by reference. 

10.23 Non-Qualified Stock Option Agreement with William G. Rankin.  Reference is
      made to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for 
      the quarter ended July 31, 1994 (No. 0-9146) which is incorporated herein
      by reference. 
     
10.24 Incentive Stock Option Agreement with William G. Rankin.  Reference is 
      made to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for 
      the quarter ended July 31, 1994 (No. 0-9146) which is incorporated herein
      by reference. 
     
10.25 Employment Agreement with Donald A. French. Reference is made to Exhibit
      10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended
      July 31, 1994 (No. 0-9146) which is incorporated herein by reference. 

10.26 Non-Qualified Stock Option Agreement with Donald A. French. Reference is 
      made to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for 
      the quarter ended July 31, 1994 (No. 0-9146) which is incorporated herein
      by reference. 
<PAGE>
     
10.27 Incentive Stock Option Agreement with Donald A. French.  Reference is made
      to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the 
      quarter ended July 31, 1994 (No. 0-9146) which is incorporated herein by 
      reference. 
      
10.28 Employment Agreement with Craig S. Cambier.  Reference is made to Exhibit
      10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended
      July 31, 1994 (No. 0-9146) which is incorporated herein by reference. 

10.29 Non-Qualified Stock Option Agreement with Craig S. Cambier.  Reference is
      made to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for 
      the quarter ended July 31, 1994 (No. 0-9146) which is incorporated herein
      by reference. 

10.30 Incentive Stock Option Agreement with Craig S. Cambier.  Reference is made
      to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the 
      quarter ended July 31, 1994 (No. 0-9146) which is incorporated herein by 
      reference. 

10.31 Unique Mobility, Inc. Stock Option Plan for Non-Employee Directors.  
      Reference is made to Exhibit 10.13 to the Company's Quarterly Report on 
      Form 10-Q for the quarter ended July 31, 1994 (No. 0-9146) which is 
      incorporated herein by reference.

10.32 Non-Qualified Stock Option Agreement with Francis S. M. Hodsoll.
      Reference is made to Exhibit 10.16 to the Company's Quarterly Report on
      Form 10-Q for the quarter ended July 31, 1994 (No. 0-9146) which is
      incorporated herein by reference.

10.33 Amendment to the 401 (k) Savings Pan of Unique Mobility, Inc. dated
      January 18, 1995.  Reference is made to Exhibit 10.1 to the Company's
      Quarterly Report on Form 10-Q for the quarter ended January 31, 1995
      (No. 0-9146) which is incorporated herein by reference.

10.34 Amendment to the 1992 Stock Option Plan of Unique Mobility, Inc. dated 
      December 7, 1994.  Reference is made to Exhibit 10.2 in the Company's 
      Quarterly Report on Form 10-Q for the Quarter ended  January 31, 1995 
      (No. 0-9146) which is incorporated herein by reference. 

10.35 Waiver and Option Agreement By and Between Unique Mobility, Inc, Kwang 
      Yang Motor Co., Ltd. and Turn-Luckily Technology Co., Ltd. dated July 31,
      1995.  Reference is made to Exhibit 10.1 in the Company's Quarterly Report
      on Form 10-Q for the Quarter ended July  31, 1995 (No. 0-9146) which is 
      incorporated herein by reference.

10.36 Stock Purchase Agreement by and among Unique Mobility, Inc. and Invacare 
      Corporation dated December 7, 1995. 

21.1  Subsidiaries of the Registrant. 
      
24.1  Consent of KPMG Peat Marwick LLP.

         (d) Financial Statement Schedules
             None.


<PAGE>         

                                     SIGNATURE
                                              
Pursuant to the requirements of Section 13 of the Securities and
Exchange Act of 1934, Unique Mobility, Inc. has duly caused this
Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized, in Golden, Colorado on the
26th day of January, 1996.

                                UNIQUE MOBILITY, INC.,
                                a Colorado Corporation
                                             
                                By: "Ray A. Geddes"         
                                    Ray A. Geddes, President
                                             
Pursuant to the requirements of the Securities and Exchange Act of
1934, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of Unique Mobility, Inc., in the
capacities indicted and on the date indicated.

Signature                       Title                          Date

                       Chairman of the Board of Directors
                       and President (Principal Executive
"Ray A. Geddes"        Officer)                             January 26, 1996
 Ray A. Geddes

                       Treasurer and Controller
                       (Principal Financial and
"Donald A. French"     Accounting Officer)                  January 26,1996
 Donald A. French


"William G. Rankin"    Executive Vice President-Operations  January 26, 1996
 William G. Rankin     and Director


"Francis S.M. Hodsoll" Director                             January 25, 1995
 Francis S.M. Hodsoll


"H.J. Young"           Director                             January 26, 1995
 H.J. Young


"Michel A. Bell"       Director                             January 25, 1996
 Michel A. Bell


"J.B. Richey"          Director                             January 25, 1996
 J B. Richey