<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, 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 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, 1996.     
        
           Common Stock, par value $0.20 per share -- 3,473,906 shares


<PAGE>  2
  Part I, Item 1.
       
                    COGNITRONICS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                              (dollars in thousands)
  
                                            September 30,      December 31,
                                                1996              1995
                                             (Unaudited)                   
                                                                                
  ASSETS
  CURRENT ASSETS                                                 
    Cash and cash equivalents                 $ 4,124           $ 3,668
    Accounts receivable, net                    2,233             2,832
    Inventories                                 3,395             2,983
    Deferred income taxes                         516               500
    Other current assets                          567               601     
                                              -------           -------      
        TOTAL CURRENT ASSETS                   10,835            10,584
    
  PROPERTY, PLANT AND EQUIPMENT, NET            1,712             1,275
  GOODWILL, NET                                 2,064             2,313
  DEFERRED INCOME TAXES                           784               808
  OTHER ASSETS                                     99                60
                                              -------           -------     
                                              $15,494           $15,040
                                              =======           =======    

  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
    Notes payable                             $     6           $    78
    Accounts payable                            1,175               705
    Accrued compensation and benefits             574               769
    Income taxes payable                          392               786
    Other accrued expenses                        678               872
                                              -------           -------      
        TOTAL CURRENT LIABILITIES               2,825             3,210
  
  LONG-TERM DEBT                                  399               350
  OTHER NON-CURRENT LIABILITIES                 2,394             2,436
  
  STOCKHOLDERS' EQUITY
    Common Stock, par value $.20 a
      share, authorized 10,000,000
      shares; issued 3,473,906  
      and 3,437,936 shares                        695               687
    Additional paid-in capital                 12,227            12,146
    Accumulated deficit                        (2,787)           (3,453)
    Unearned compensation                        (188)             (265)
    Currency translation adjustment               (71)              (71)
                                              -------           -------       
        TOTAL STOCKHOLDERS' EQUITY              9,876             9,044
                                              -------           -------       
                                              $15,494           $15,040        
                                              =======           =======     
  
  See Note to Condensed Consolidated Financial Statements.
  
<PAGE>  3  


  
  
  
  
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                 (dollars in thousands except per share amounts)
  
  
                              Three Months Ended      Nine Months Ended
                                 September 30,          September 30,  
                              ------------------      -----------------
                               1996        1995        1996       1995    
                               ----        ----        ----       ----  
  NET SALES                   $3,720      $4,038     $12,536    $13,436
                              ------      ------     -------    -------  
  COST AND EXPENSES:
    Cost of products sold      1,731       1,875       6,072      6,310
    Research and development     413         330       1,164      1,093
    Selling, general and 
       administrative          1,275       1,194       3,947      3,909  
    Amortization of goodwill      83          83         249        249     
    Other (income) expense, 
       net                       ( 8)         21         (35)       126
                              ------      ------     -------    -------
                               3,494       3,503      11,397     11,687
                              ------      ------     -------    -------
    Income before income taxes   226         535       1,139      1,749   
  PROVISION FOR INCOME TAXES      98         191         473        743
                              ------      ------     -------    ------- 
  NET INCOME                  $  128      $  344     $   666    $ 1,006         
                              ======      ======     =======    =======
  
  
  NET INCOME PER SHARE          $.04        $.10        $.19       $.30
                                ====        ====        ====       ====
  Weighted average number of
  common and common equivalent
  shares outstanding         3,564,578   3,582,739   3,586,331  3,396,094
  
  
  
  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   
                                                    -----------------
                                                  1996            1995  
                                                  ----            ----  
  NET CASH PROVIDED BY      
  OPERATIONS                                     $1,043          $2,270
                                                 ------          ------  
  
  INVESTING ACTIVITIES
    Additions to property, plant and       
       equipment, net                              (658)           (154)
                                                 ------          ------
     NET CASH USED BY INVESTING 
        ACTIVITIES                                 (658)           (154)
                                                 ------          ------
  
  FINANCING ACTIVITIES
    Shares subject to repurchase                                   (500)
    Payment of debt                                (133)         (1,712)  
    Issuance of debt                                114             647
    Shares issued pursuant to
      employee stock plans                           90             126    
                                                 ------          ------
     NET CASH PROVIDED (USED) BY   
        FINANCING ACTIVITIES                         71          (1,439)
                                                 ------          ------
  
  INCREASE IN CASH                                  456             677 
  CASH - BEGINNING OF PERIOD                      3,668           2,940
                                                 ------          ------
  CASH - END OF PERIOD                           $4,124          $3,617
                                                 ======          ======    
  
  INCOME TAXES PAID                              $  960          $   78
                                                 ======          ======
  
  INTEREST EXPENSE PAID                          $   33          $  125
                                                 ======          ======
  
  
  
  
  
  
  See Note to Condensed Consolidated Financial Statements. 
  

<PAGE>  5
         NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  
                               September 30, 1996
  
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 Rule  10-
01 of Regulation S-X. Accordingly, they do not include all of the information 
and  footnotes required by generally accepted accounting principles for  com-
plete  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, 1996 are not necessarily indicative of 
the  results that may be expected for the year ending December 31, 1996.  The 
balance  sheet at December 31, 1995 has been derived from the audited  finan-
cial statements at that date. For further information, refer to the  consoli-
dated 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, 1995.
  
Inventories                            September 30,         December 31,
(in thousands):                            1996                   1995     
                                       -------------         ------------
  Finished and in process                  $2,400               $2,012
  Materials and purchased parts               995                  971
                                           ------               ------
                                           $3,395               $2,983
                                           ======               ======
  
Other Non-Current Liabilities (in thousands):
                                       September 30,         December 31,
                                           1996                   1995     
                                       -------------         ------------
  Accrued supplemental pension plan        $  717               $  738
  Accrued deferred compensation               332                  335
  Accrued pension expense                     733                  776
  Accrued other post-retirement  
     benefit liability                        806                  798
                                           ------               ------ 
                                            2,588                2,647
       Less current portion                   194                  211
                                           ------               ------
                                           $2,394               $2,436
                                           ======               ======        
CONTINGENCIES
Pending  Litigation.  In 1993, a purported consolidated class action  lawsuit 
was filed against the Company and certain of its officers alleging securities 
law violations in connection with the purchase of the Company's common  stock 
by  members of the purported classes during the period from October 29,  1992 
through March 12, 1993.  The plaintiffs seek unspecified damages and  related 
costs.   The Company and the other defendants submitted a motion  to  dismiss 
the  consolidated amended complaint.  The Company has denied  any  wrongdoing 
and  believes it has presented viable grounds to support the motion  to  dis-
miss.  The motion is sub judice. Due to the uncertainties involved in litiga-
tion,  the ultimate outcome cannot be determined at this time, and no  provi-
sion for any liability that may result from this litigation, if any, has been 
made in the financial statements.  If adversely determined, the resolution of 
this matter could have a material negative affect on the Company's  financial 
condition, results of operations and cash flows.
<PAGE>  6
  Item 2.
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  
  
Results of Operations
---------------------  
For the quarter and nine months ended September 30, 1996, the Company report-
ed  net  income of $128,000 and $666,000, respectively, versus  $344,000  and 
$1,006,000, respectively in the comparable periods of 1995.
  
Sales  decreased $318,000 (8%) for the quarter ended September 30, 1996  from 
the  comparable period of the prior year primarily due to lower sales by  the 
Company's  United  Kingdom operations of distributorship  products  into  the 
British  telecommunication  market.  Sales decreased $900,000  (7%)  for  the 
nine-month period ended September 30, 1996 from the same period of the  prior 
year  primarily due to lower domestic sales of McIAS~ 2100 units and  upgrade 
kits,  McIAS 1100s and McIAS 1500s, offset in part by higher sales  of  McIAS 
16xx units and single line announcers.  Management believes that future  unit 
sales of McIAS 2100s, 1500s and 1100s, if any, will not be significant.   The 
decrease  in gross margin percentage for the nine months ended September  30, 
1996  from  the prior year period is due to the product mix in  the  domestic 
operations.
  
Research and development expense increased $83,000 (25%) in the quarter ended 
September  30, 1996 from the prior year's quarter primarily due to  increased 
personnel cost.

Selling,  general and administrative expenses increased from the  prior  year 
period,  $81,000  (7%)  for the quarter just ended primarily  due  to  higher 
personnel  and facility expenses in the Company's United Kingdom  operations. 
These  costs  were  incurred in preparation of expanding  the  product  line; 
however,  these new products have yet to make a significant  contribution  to 
the results of operations.
  
The improvement in other (income) expense for the three-month and  nine-month 
periods of 1996 from the comparable periods of 1995 reflects higher  interest 
income due to higher cash balances available for investment and lower  inter-
est expense due to lower debt outstanding.
  
The Company estimates the effective tax rate for the year and the changes  in 
this  estimate are reflected in the quarter they occur.  In 1995, the  effec-
tive tax rate was favorably impacted by the increasing proportion of  pre-tax 
income  generated  by the Company's United Kingdom operations  with  a  lower 
effective tax rate.
 
Under  financial Accounting Standards Board ("FASB") Statement No.  109,  the 
Company  has recognized future tax benefits that management believes will  be 
realized.  In order to realize these benefits, the Company, exclusive of  the 
results  of  Dacon  Electronics Plc, will have to  generate  domestic  pretax 
income of $3.8 million during the carryforward period.  The Company's  domes-
tic  pretax income for the nine months ended September 30, 1996 was  approxi-
mately $.3 million.

<PAGE>  7
The current deferred income tax asset of $.5 million is primarily  attributa-
ble  to inventory provisions and valuation reserves, and the  recognition  of 
such  losses, for tax purposes, are, in large measure, within the control  of 
the  Company.  The non-current deferred income tax asset, $.8  million,  pri-
marily 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 
(loss) from continuing operations was $1.0 million, $(.3) million and $(1.5)
million  in years ended December 31, 1995, 1994 and 1993,  respectively.   In 
1994, the benefit of cost reduction programs initiated in 1993 and 1994  were 
not  fully realized and included in the 1993 loss were  additional  inventory 
provisions, severance expense and writedowns of assets, aggregating  approxi-
mately  $1.5 million.  The losses in 1994 and 1993 also reflect a decline  in 
the  demand  for the Company's McIAS 2100 series of  products.   The  Company 
anticipates  increasing revenue contributions in 1996 and 1997 from sales  of 
McIAS  16xx  as it completes acceptance testing by switch  manufacturers  and 
telephone  operating  companies.  Based on this and the full impact  of  cost 
reduction programs already instituted, management anticipates that the Compa-
ny  will  generate sufficient taxable income in the future to  realize  these 
benefits.
  
  
Liquidity and Sources of Capital
--------------------------------  
Working  capital and the ratio of current assets to current  liabilities  in-
creased  to  $8.0 million and 3.8:1 at September 30, 1996  compared  to  $7.4 
million  and  3.3:1 at December 31, 1995, respectively.  The  improvement  in 
1996 is mainly due to the Company's results of operations for the nine months 
ended September 30, 1996.
  
The  Company  does  not anticipate major expenditures for  the  purchase   of 
equipment during the remainder of 1996; however, the Company will expend  $.2 
million to have certification testing of the McIAS 16xx product performed  at 
an independent facility.  Management believes that its cash balances and  the 
cash flow from operations in 1996 will be sufficient to meet these needs.

In 1993, a purported consolidated class action lawsuit was filed against  the 
company  and  certain of its officers (see Note   to  Condensed  Consolidated 
Financial Statements).  Due to the uncertainties involved in litigation,  the 
ultimate outcome cannot be determined at this time.  If adversely determined, 
the  resolution of this matter could have a material negative affect  on  the 
Company's financial condition, results of operations and cash flows.
  
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 ,  product  demand,  pricing, 
market  acceptance, litigation, risk of dependence on significant  customers, 
third party suppliers and intellectual property rights, 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  Com-
mission filings.
<PAGE>  8
                                     PART II
  
Item 6.  

Exhibits and reports on Form 8-K
  
(a) Index to Exhibit
   
Exhibit
  27        Financial Data Schedule (attached as Exhibit 27 to this
            Quarterly Report on Form 10Q)
  
(b) No reports on Form 8-K were filed during the current quarter.
  
  
  
                                SIGNATURES
  
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 7, 1996             By  /s/ Garrett Sullivan       
                                        _________________________
                                        Garrett Sullivan, Treasurer  
                                        and Chief Financial Officer