SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           FORM 10-K/A

/x/ Annual report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the fiscal year ended December 31, 1996, or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the transition period from ________ to
    _______. 

Commission File Number         1-5562                                    

                       KOLLMORGEN CORPORATION                  
     (Exact name of registrant as specified in its charter)

          New York                                    04-2151861     
(State or other jurisdiction of                   (I.R.S. Employer 
incorporation or organization)                    Identification No.)

Reservoir Place, 1601 Trapelo Road, Waltham, MA            02154-7333 
   (Address of principal executive office)                 (Zip Code) 

Registrant's telephone number, including area code    (617) 890-5655     

Securities registered pursuant to Section 12(b) of the Act: 
                                          Name of each exchange on 
        Title of each class                      which registered 
    Common Stock - $2.50 par value        New York Stock Exchange, Inc.
    Preferred Stock Purchase Rights       New York Stock Exchange, Inc.
    8 3/4% Convertible Subordinated
       Debentures Due 2009                New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: 
                                None           
                        (Title of each class) 

    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 the 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.     /   /  

    State the aggregate market value of the voting stock held by non-
affiliates of the registrant.      $134,919,979 as of March 19, 1997.  

    Indicate the number of outstanding shares of the registrant's Common
Stock.       9,772,562 shares as of March 19, 1997.  

               DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the 1997 Definitive Proxy Statement to be filed for the
1997 Annual Meeting of Shareholders are incorporated by reference into
Part III.  
<PAGE>
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Notes to Consolidated Financial Statements - continued


Note 7.    Long-term debt 

    Long-term debt consists of the following:  

                                       1996            1995  
                                     --------        --------
8 3/4% Convertible subordinated                              
 debentures due 2009                $ 34,590        $ 36,340 
10.50% Convertible subordinated                              
 debentures due 1997                   2,000           4,000 
Term loan, 7.45% due through 2001     22,750              -  
 
Term loan, 4.50% due through 2001        424              -  
Term loans, 10.50% due 1997                9              28 
Capital lease obligations                223             421 
                                     --------        --------
                                      59,996          40,789 
Less current maturities                6,942           3,901 
                                     --------        --------
                                    $ 53,054        $ 36,888 
                                     ========        ========

    The 8.75% Convertible Subordinated Debentures are convertible at any
time prior to maturity, unless previously redeemed, into 1,006,987 shares
of common stock of the Company at a conversion price of $34.35 per share,
subject to adjustment in certain events.  The Company is required to make
annual sinking fund payments sufficient to retire     principal amounts of
at least $1.75 million, but not more than $3.5 million commencing May 1,
1994,      and each year thereafter including May 1, 2008.  The balance, if
any, is due on May 1, 2009.  At December 31, 1996 the market price of these
debentures approximated carrying value.  

    The 10.50% Convertible Subordinated Debentures, issued in a private
placement, are convertible into 80,000 shares of the Company's common stock
at a price of $25 per share at any time prior to maturity, unless
previously redeemed.  The debentures are subject to mandatory sinking fund
payments which commenced on August 1, 1993, and each year thereafter
including August 1, 1997, in the amount of $2 million of principal
reduction.  

    As described in Note 6 above, the 7.45% term loan was for the sole
purpose of redeeming the Company s Preferred Stock (as described in Note
8), and the balance is to be repaid in mandatory installments of $3
million, $5.25 million, $6 million, $6.75 million, and $1.75 million in the
years 1997, 1998, 1999, 2000, and 2001 respectively.  

    The Company incurred $5.8 million, $4.7 million, and $4.6 million of
interest expense on debt in 1996, 1995, and 1994, respectively.  

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<PAGE>3


                               SIGNATURES


    Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, Kollmorgen Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.  

                             KOLLMORGEN CORPORATION 


                                /s/  Robert J. Cobuzzi        
                             Robert J. Cobuzzi
                             Its: Senior Vice President, Treasurer
                                      and Chief Financial Officer
                                 March 28, 1997

    Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:  


  /s/  Gideon Argov                
Gideon Argov                          March 28, 1997
President and 
Chief Executive Officer/Director 


  /s/  Robert J. Cobuzzi           
Robert J. Cobuzzi                         March 28, 1997 
Senior Vice President, Treasurer and 
Chief Financial Officer/Director


  /s/  Keith D. Jones              
Keith D. Jones                            March 28, 1997
Controller and 
Chief Accounting Officer


  /s/  James A. Eder               
James A. Eder                             March 28, 1997
Vice President and Secretary and
Attorney-in-Fact For:  

    James H. Kasschau, Director           Geoffrey S. Rehnert, Director
        
    J. Douglas Maxwell, Jr., Director     George P. Stephan, Director
        
    Robert N. Parker, Director