<PAGE>  1

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                 FORM 10-Q


[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934

For the period ended September 30, 1999

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 0-3035

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


              NEW YORK                            13-1953544
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)               Identification No.)

  3 Corporate Drive, Danbury, Connecticut        06810-4130
 (Address of principal executive offices)        (Zip Code)


                              (203) 830-3400
             Registrant's telephone number, including area code


        Indicate by check mark whether the registrant (1) has
  filed all reports required to be filed by Section 13 or  15(d)
  of the Securities Exchange Act of 1934 during the preceding 12
  months, and (2) has been subject to such filing requirements
  for at least the past 90 days.         Yes    x        No

        Indicate the number of shares outstanding of each of
  the issuer's classes of common stock, as of September 30, 1999.

  Common Stock, par value $0.20 per share -- 5,828,544 shares
<PAGE> 2
Part I, Item 1.
                    COGNITRONICS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

                                          September 30,      December 31,
                                              1999               1998
                                          -------------      ------------
                                           (Unaudited)

ASSETS
CURRENT ASSETS
  Cash and cash equivalents                 $ 5,707           $ 6,991
  Marketable securities                       8,200             4,400
  Accounts receivable, net                    7,689             4,972
  Inventories                                 4,725             5,012
  Deferred income taxes                         860               858
  Other current assets                          662               766
                                            -------           -------
      TOTAL CURRENT ASSETS                   27,843            22,999

PROPERTY, PLANT AND EQUIPMENT, NET            1,337             1,334
GOODWILL, NET                                 1,067             1,316
DEFERRED INCOME TAXES                           874               809
OTHER ASSETS                                    441               622
                                            -------           -------
                                            $31,562           $27,080
                                            =======           =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                          $ 1,303           $ 1,603
  Accrued compensation and benefits           1,310             1,066
  Income taxes payable                          810               974
  Current maturities of debt                     54               112
  Other accrued expenses                      1,026               963
                                            -------           -------
      TOTAL CURRENT LIABILITIES               4,503             4,718

LONG-TERM DEBT                                  105               140
OTHER NON-CURRENT LIABILITIES                 2,115             2,189

STOCKHOLDERS' EQUITY
  Common Stock, par value $.20 a
    share, authorized 10,000,000
    shares; issued 5,828,544
    and 5,598,034 shares                      1,165             1,120
  Additional paid-in capital                 13,914            13,628
  Retained earnings                          10,015             5,359
  Cumulative other comprehensive income          98               166
  Unearned compensation                        (353)             (239)
                                            -------           -------
                                             24,839            20,034
    Less cost of 150 common shares
     in treasury                                  0                (1)
                                            -------           -------
      TOTAL STOCKHOLDERS' EQUITY             24,839            20,033
                                            -------           -------
                                            $31,562           $27,080
                                            =======           =======
See Note to Condensed Consolidated Financial Statements.
<PAGE>  3
                  COGNITRONICS CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
                      COMPREHENSIVE INCOME (UNAUDITED)
              (dollars in thousands, except per share amounts)


                            Three Months Ended      Nine Months Ended
                               September 30,           September 30,

                             1999       1998         1999       1998
                             ----       ----         ----       ----

NET SALES                   $9,662     $7,029      $25,800    $21,638

COST AND EXPENSES:
  Cost of products sold      4,102      3,128       11,101      9,571
  Research and development     601        466        1,694      1,395
  Selling, general and
     administrative          1,992      1,629        5,612      4,966
  Amortization of goodwill      83         83          249        250
  Other (income), net         (114)      (102)        (297)      (224)
                            ------     ------      -------    -------
                             6,664      5,204       18,359     15,958
                            ------     ------      -------    -------
Income before income taxes   2,998      1,825        7,441      5,680

PROVISION FOR INCOME TAXES   1,125        711        2,773      2,181
                            ------      -----      -------    -------
NET INCOME                   1,873      1,114        4,668      3,499

Currency translation
 adjustment                     60        115          (68)       211
                            ------     ------      -------    -------
COMPREHENSIVE INCOME        $1,933     $1,229      $ 4,600    $ 3,710
                            ======     ======      =======    =======
NET INCOME PER SHARE:
  Basic                       $.33       $.20         $.83       $.63
                              ====       ====         ====       ====
  Diluted                     $.31       $.19         $.78       $.58
                              ====       ====         ====       ====

Weighted average number
of outstanding shares:
  Basic                  5,740,697   5,549,898   5,620,257  5,534,863
                         =========   =========   =========  =========
  Diluted                6,115,934   5,972,524   6,004,062  6,004,662
                         =========   =========   =========  =========
See Note to Condensed Consolidated Financial Statements.
<PAGE>  4
                   COGNITRONICS CORPORATION AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (dollars in thousands)

                                                  Nine Months Ended
                                                    September 30,

                                                 1999            1998
                                                 ----            ----
NET CASH PROVIDED BY OPERATIONS                $2,859          $1,845
                                               ------          ------

INVESTING ACTIVITIES
  Purchases of marketable securities           (5,800)         (3,700)
  Sales of marketable securities                2,000           3,200
  Additions to property, plant and
     equipment, net                              (296)           (409)
                                               ------           -----
   NET CASH USED BY INVESTING
      ACTIVITIES                               (4,096)           (909)
                                               ------          ------

FINANCING ACTIVITIES
   Repurchase of 105,750 shares
    for treasury                                 (588)
  Payment of debt                                 (93)           (129)
  Issuance of debt                                                196
  Shares issued pursuant to employee
    stock plans, 315,202 and 7,126 shares         691              90
                                               ------          ------
   NET CASH PROVIDED BY
     FINANCING ACTIVITIES                          10             157
                                               ------          ------

EFFECT OF EXCHANGE RATE DIFFERENCES               (57)             43
                                               ------          ------

INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                       (1,284)          1,136
CASH AND CASH EQUIVALENTS- BEGINNING
    OF PERIOD                                   6,991           4,188
                                               ------          ------
CASH AND CASH EQUIVALENTS - END OF PERIOD      $5,707          $5,324
                                               ======          ======

INCOME TAXES PAID                              $3,199          $1,460
                                               ======          ======

INTEREST EXPENSE PAID                          $   29          $   41
                                               ======          ======



See Note to Condensed Consolidated Financial Statements.
<PAGE>  5

        NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                              September 30, 1999

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month and
nine-month periods ended September 30, 1999 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1999. The
balance sheet at December 31, 1998 has been derived from the audited financial
statements at that date. For further information, refer to the consolidated
financial statements and footnotes thereto and the quarterly financial data
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.

Certain prior year amounts have been reclassified for comparative purposes.

Stock Split

On August 20, 1999, a 3-for-2 stock split in the form of a 50% stock dividend
was distributed to shareholders of record at the close of business as of July
30, 1999.  All share and per share amounts have been restated retroactively to
give effect of the stock split.  The par value of the additional shares of
common stock issued in connection with the stock split was credited to common
stock and charged to retained earnings.

Inventories (in thousands):
                                       September 30,        December 31,
                                           1999                 1998
                                       -------------        ------------
Finished and in process                  $3,546               $3,998
Materials and purchased parts             1,179                1,014
                                         ------               ------
                                         $4,725               $5,012
                                         ======               ======
Other Non-Current Liabilities (in thousands):
                                       September 30,        December 31,
                                           1999                 1998
                                       -------------        ------------
Accrued supplemental pension plan        $  604               $  630
Accrued deferred compensation               308                  316
Accrued pension expense                     601                  647
Accrued other post-retirement
   benefit                                  793                  778
                                         ------               ------
                                          2,306                2,371
    Less current portion                    191                  182
                                         ------               ------
                                         $2,115               $2,189
                                         ======               ======


<PAGE>  6
Income Per Share

In computing basic earnings per share, the dilutive effect of stock options
and warrants are excluded; whereas, for dilutive earnings per share, they are
included.


Operations by Industry Segments and Geographic
Areas:
                                 Three Months Ended     Nine Months Ended
                                   September 30,          September 30,

                                  1999        1998       1999       1998
                                  ----        ----       ----       ----
 Net Sales
  United States:
    Unaffiliated Customers
     (North America)            $7,775      $5,224    $20,136    $15,295
    Intercompany transfers          26           0        156         44
                                ------      ------     ------     ------
                                 7,801       5,224     20,292     15,339

  Europe                         1,887       1,805      5,664      6,343
  Intercompany eliminations        (26)          0       (156)       (44)
                                ------      ------    -------    -------
                                $9,662      $7,029    $25,800    $21,638
                                ======      ======    =======    =======
Operating Profit
  United States                 $3,339      $1,910    $ 8,173    $ 5,524
  Europe                           (31)        140        146        811
  Intercompany eliminations         14          (6)       (31)       (13)
                                ------      ------    -------    -------
                                 3,322       2,044      8,288      6,322
  General Corporate Expense        438         321      1,144        866
  Other (income), net             (114)       (102)      (297)      (224)
                                ------      ------    -------    -------
  Income before income taxes    $2,998      $1,825    $ 7,441    $ 5,680
                                ======      ======    =======    =======
Total Assets
  United States                                       $27,379    $18,430
  Europe                                                4,251      6,555
  Intercompany eliminations                               (68)       (12)
                                                      -------    -------
                                                      $31,562    $24,973
                                                      =======    =======

Item 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Net income was $1,873,000 and $4,668,000, respectively, for the three and
nine-month periods ended September 30, 1999 versus $1,114,000 and $3,499,000,
respectively, in the prior year periods.

Consolidated sales for the quarter and the nine months ended September 30,
1999 increased $2.6 million (37%) to $9.7 million and $4.2 million (19%) to
$25.8 million, respectively, due to sales increases by domestic operations of
<PAGE>  7
$2.5 million and $4.8 million, respectively, offset, in part, in the nine
month period by lower sales volume by the UK distributorship operations.  The
domestic sales increase for both periods were due to increases in both direct
and indirect channels.  Sales in the direct channel had increases of $1.7
million and $2.2 million, respectively, and indirect sales increased $.8
million and $2.6 million, respectively.  The increase in indirect sales in the
quarter ended September 30, 1999 from the prior year period was due to
increased sales of $2.3 million and $.8 million to two distributors, offset,
in part, by sales decreases of $1.8 million and $.4 million to two other
distributors.  For the nine months ended September 30, 1999, indirect sales
increased due to increased volume of $2.9 million, $2.0 million and $1.7
million to three distributors, offset, in part, by a decrease in volume of
$4.1 million to another distributor.  The decrease in sales of the Company's
UK distributorship operations are due to lower volume.

Gross margin percentage was 58% and 57%, respectively, for the 1999 three and
nine-month periods vs. 55% and 56% in 1998.  The improvement is due to a
higher proportion of sales attributable to the US operations.

Research and development expenses increased $135,000 (29%) and $299,000
(21%),respectively, in the three and nine-month periods ended September 30,
1999 from the prior year periods primarily due to higher personnel expenses
and purchased material.

Selling, general and administrative expenses increased $363,000 (22%) and
$646,000 (13%), respectively, for the three-month and nine-month periods when
compared to the comparable periods of the prior year primarily due to
personnel costs (commissions and bonuses) in the domestic operations.

Other (income) expense increased due to interest earned on higher available
cash balances and marketable securities.

The Company's effective tax rate for the 1999 periods was approximately 37%
versus 38% for 1998.  This reduction is primarily attributable to an increase
in tax exempt interest income.  Under Statement of Financial Accounting
Standards No. 109, the Company has recognized future tax benefits that
management believes will be realized.  In order to realize this benefit, the
Company, exclusive of the results of Dacon Electronics Plc, will have to
generate pretax income of $4.6 million.  The current deferred tax benefit of
$.9 million is primarily attributable to inventory provisions and the
recognition of such expense, for tax purposes, is, in large measure, within
the control of the Company.  The non-current tax benefit, $.9 million,
primarily relates to deferred compensation and benefit plans and, as such,
would be recognized over a long period of time.  The Company's U.S. pretax
income was $7.3 million for the nine months ended September 30, 1999 and $6.0
million, $5.3 million and $.8 million for the years ended December 31, 1998,
1997 and 1996, respectively.  Based on this, management anticipates that the
Company will generate sufficient taxable income in the future to realize these
benefits.

Liquidity and Sources of Capital

Net cash flow from operations for the nine months ended September 30, 1999 was
$2.9 million versus $1.8 million in 1998.  In 1999, cash flow from operations
was adversely impacted by a $2.7 million increase in accounts receivable and,
in 1998, cash flow from operations was adversely impacted by net increases in
non-cash working capital accounts including a $.8 million payment to an escrow
fund related to the settlement of class action litigation.  The increase in
cash used for investing activities in 1999 ($4.1 million) versus 1998 ($.9
<PAGE>  8
million) reflects the net increase in marketable securities.
Working capital and the ratio of current assets to current liabilities
increased to $23.3 million and 6.2:1 at September 30, 1999 compared to $18.3
million and 4.9:1 at December 31, 1998.  The improvement in 1999 is mainly due
to the Company's results of operations for the nine months ended September 30,
1999.

During the remainder of 1999, the Company may repurchase up to an additional
194,250 shares of its common stock and anticipates purchasing $.2 million of
equipment and incurring increased research and development expenditures.
Management believes that its cash and cash equivalents, marketable securities
and the cash flow from operations in 1999 will be sufficient to meet these
needs.

Impact of Year 2000

The Company has installed new systems or modified existing internal systems to
ensure that they are Year 2000 compliant.

The Company is continuously evaluating the status of its programs and those of
its critical suppliers to determine whether contingency plans are necessary.
If such plans are necessary, they would consist of manual and computer
work-arounds and increased inventory levels.

No assurance can be given that unforeseen circumstances will not arise that
would adversely affect the Company's Year 2000 compliance.  Furthermore, the
Year 2000 compliance status of critical third party suppliers/vendors, which
could adversely impact the Company cannot fully be known.  In addition,
disruption to the economy generally resulting from Year 2000 issues could also
adversely affect the Company.  As a result, the Company cannot estimate the
adverse impact, if any, that could arise due to Year 2000 issues not being
remediated.  Furthermore,  end users may impose a moratorium on the purchase
and installation of new equipment for a period of time straddling the coming
new year; the Company cannot estimate the adverse effect, if any, that this
may have.

Certain Factors That May Affect Future Results

From time to time, information provided by the Company, statements made by its
employees or information included in its filings with the Securities and
Exchange Commission (including this Form 10-Q) may contain statements which
are not historical facts, so-called "forward-looking statements".  These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995.  The Company's actual
future results may differ significantly from those stated in any
forward-looking statements.  Forward-looking statements involve a number of
risks and uncertainties, including, but not limited to, variability of sales
volume quarter to quarter, product demand, pricing, market acceptance,
litigation, risk of dependence on significant customers, third party suppliers
and intellectual property rights, Year 2000 compliance, risks in product and
technology development and other risk factors detailed in this Quarterly
Report on Form 10-Q and in the Company's other Securities and Exchange
Commission filings.

<PAGE>  9
Item 3.  Market Risk

The Company does not use derivative financial instruments.  The Company has
Marketable Securities, which are exposed to changes in interest rates.  Due to
the term of these securities and/or their variable rate provision, a change in
interest rates would not have a material impact on their value.

Exchange rate fluctuations will impact the results of operations and the net
assets of the Company's UK distributorship operations.  At September 30, 1999,
the UK distributorship operations had net assets of $2.4 million.


                                  PART II

Item 6.Exhibits and reports on Form 8-K

No exhibits or reports were filed during the current quarter.













                                 SIGNATURE


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



                                      COGNITRONICS CORPORATION
                                              Registrant



Date: November 10, 1999                By    /s/ Garrett Sullivan
                                          ---------------------------
                                          Garrett Sullivan, Treasurer
                                          and Chief Financial Officer