<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-Q


(Mark One)

  X       Quarterly report pursuant to Section 13 or 15(d) of the
______    Securities Exchange Act of 1934 for the quarterly period ended
          December 28, 1996 or

______    Transition report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 for the transition period
          ___________________ to __________________ 

     Commission File Number:  0-8588


                    TECHNICAL COMMUNICATIONS CORPORATION
                    ____________________________________
           (Exact name of registrant as specified in its charter)


          Massachusetts                                04-2295040            
________________________________________         ______________________    
(State or other jurisdiction of                     (I.R.S. Employer 
 incorporation or organization)                  Idenitifcation Number)



     100 Domino Drive, Concord, MA                     01742-2892        
________________________________________         ______________________
(Address of principal executive offices)               (Zip code) 


Registrant's telephone number, including area code:   (508) 287-5100   
                                                   ____________________    

                                    N/A                                
            ____________________________________________________
            (Former name, former address and formal fiscal year,
                       if changed since last report)

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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  Number of shares of
Common Stock, $.10 par value, outstanding as of January 29, 1997:  1,266,203.





<PAGE>


                                   INDEX


                                                                       Page
                                                                       ____
PART I    Financial Information


Item 1.   Financial Statements:


          Condensed Consolidated Balance Sheets, as of
          December 28, 1996 (unaudited) and September 28, 1996.           1


          Condensed Consolidated Statements of Operations, 
          Three (3) months ended December 28, 1996 and December 
          30, 1995 (unaudited).                                           2


          Condensed Consolidated Statements of Cash Flows,
          Three (3) months ended December 28, 1996 and December 
          30, 1995 (unaudited).                                           3


          Notes to Condensed Consolidated Financial Statements            4


Item 2.   Management's Discussion and Analysis of Financial 
          Condition and Results of Operations.                            6


PART II   Other Information                                               8


          Signatures                                                      9


<PAGE>

       PART I.  Financial Information - Item 1.  Financial Statements
           TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                   Condensed Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                          December 28, 1996    September 28, 1996
                                             (Unaudited)                       
                                          _________________    __________________
 <S>                                      <C>                  <C>

 Assets
 ______

 Current Assets:                              $  4,531,905        $  6,381,026
   Cash and cash equivalents
   Accounts receivable - trade, less
    allowance for doubtful accounts of
    $53,707 at 22/28/96 and 9/28/96              3,112,004           3,219,124 
   Inventories (Note 2)                          3,271,625           2,615,772 
   Other current assets                            180,548             199,122
                                              ____________        ____________

        Total current assets                  $ 11,096,082        $ 12,415,044
                                              ____________        ____________


 Equipment and leasehold improvements            4,246,909           4,223,816 
   Less: accumulated depreciation and
    amortization                                 2,791,981           2,646,683 
                                              ____________        ____________

                                                 1,454,928           1,577,133
                                              ____________        ____________


 Goodwill                                        1,614,131           1,614,131 
   Less: accumulated amortization                  340,351             286,623 
                                              ____________        ____________

                                                 1,273,780           1,327,508


 Other assets                                      731,483             680,348 
                                              ____________        ____________

                                              $ 14,556,273        $ 16,000,033
                                              ____________        ____________


 Liabilities and Stockholders' Equity
 ____________________________________

 Current Liabilities:
   Accounts payable                           $  1,245,155        $    504,860 
   Long-term debt - current portion
    (Note 3)                                       674,663           1,145,175 
   Accrued liabilities:
     Compensation and related expenses             344,394             597,938 
     Other                                       1,690,281           2,019,303 
                                              ____________        ____________

        Total current liabilities             $  3,954,493        $  4,267,276
                                              ____________        ____________


   Long-term debt - current portion
    (Note 3)                                           ---           1,200,000 
                                        

 Stockholders' Equity
   Common stock, par value $.10 per
    share; authorized 3,500,000 shares;
    issued and outstanding 1,266,203
    shares at 12/28/96 and 1,264,496
    shares at 9/28/96                              126,620             126,450 
   Treasury stock at cost, 10,000 shares           (80,000)            (80,000)
   Additional paid-in capital                    1,486,033           1,473,643 
   ESOP deferred compensation (Note 3)            (674,663)           (695,175)
   Retained earnings                             9,743,790           9,707,839 
                                              ____________        ____________

        Total stockholders' equity            $ 10,601,780        $ 10,532,757
                                              ____________        ____________

                                              $ 14,556,273        $ 16,000,033
                                              ____________        ____________
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                          Page 1


<PAGE>
         PART I.  Financial Information - Item 1.  Financial Statements
              TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                    Quarters Ended
                                                    ______________

                                        December 28, 1996    December 30, 1995
                                        _________________    _________________
 <S>                                    <C>                  <C>

 Net Sales                                  $ 3,058,114         $ 2,140,840     
 Cost of Sales                                1,204,752             989,914     
                                            ___________         ___________

 Gross Profit                                 1,853,362           1,150,926
                                            ___________         ___________


 Operating Expenses:
   Selling, general and 
     administrative expenses                  1,388,367           1,060,610     
   Product development costs                    445,711             465,816     
                                            ___________         ___________

                                              1,834,078           1,526,426
                                            ___________         ___________



 Operating Profit (Loss)                         19,284            (375,500)    
                                            ___________         ___________


 Other Income (Expense):
   Interest income                               48,029              54,220     
   Interest expense                             (30,174)            (68,174)    
   Other income (expense)                        10,918               5,168     
                                            ___________         ___________

                                                 28,773              (8,786)
                                            ___________         ___________

     Income (loss) before income taxes           48,057            (384,286)



 Income Taxes                                    12,106             (96,072)    
                                            ___________         ___________


 Net Income (Loss)                         $     35,951        $   (288,214)   
                                            ___________         ___________



 Earnings (Loss) Per 
   Common Share: (Note 1)                        $  .03              $ (.23)    


 Weighted Avg. Shares Used in Computation     1,266,203           1,254,426     

</TABLE>



The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                          Page 2


<PAGE>
         PART I.  Financial Information - Item 1.  Financial Statements
              TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                    __________________

                                           December 28, 1996    December 30, 1995
                                           _________________    _________________
 <S>                                       <C>                  <C>

 Operating Activities:
   Net income (loss)                            $    35,951         $  (288,214)


 Adjustments to reconcile net income
   (loss) to net cash provided (used) by
   operating activities:
     Depreciation and amortization                  199,026             194,725 
     Non-cash compensation associated
       with ESOP                                     20,511              61,534 
                                                 __________          __________    

                                                    255,488             (31,955)


 Changes in assets and liabilities:
   Decrease in accounts receivable                  107,120           2,891,111 
   Increase in inventories                         (655,853)           (389,329)
   Decrease in other current assets                  18,575              13,446 
   Decrease in accrued and deferred
     income taxes                                  (495,799)           (322,184)
   Increase in other assets                         (51,135)             (1,797)
   Increase (decrease) in accounts
     payable and accrued liabilities                653,527            (354,732)
                                                 __________          __________    

                                                   (423,565)          1,836,515


     Net cash provided (used) by
       operating activities                        (168,077)          1,804,560 


 Investing Activities:
   Additions to equipment and leasehold
     improvements                                   (23,093)            (39,580)
                                                 __________          __________    
     Net cash used by investing 
       activities                                   (23,093)            (39,580)


 Financing Activities:
   Proceeds from stock issuance                      12,561               ---   
   Payment of debt                               (1,670,512)           (174,035)
                                                 __________          __________    

   Net cash used by financing activities         (1,657,951)           (174,035)


   Net increase (decrease) in cash and
     cash equivalents                            (1,849,121)          1,590,945 


 Cash and cash equivalents at beginning 
   of the period                                  6,381,026           3,877,790 
                                                 __________          __________    


 Cash and cash equivalents at the end of
   the period                                   $ 4,531,905         $ 5,468,735 
                                                 __________          __________    


 Supplemental disclosures:
   Interest paid                                $    30,174         $    68,174 
   Income taxes paid (net of refunds
     received)                                      503,500             168,598 

</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                          Page 3

<PAGE>

           TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            ____________________________________________________


                       STATEMENT OF FAIR PRESENTATION
                       ______________________________


Interim Financial Statements.
____________________________

The accompanying unaudited financial statements include all adjustments
(consisting only of normal recurring accruals) which are, in the opinion of
management, necessary for fair presentation of the results of operations for
the periods presented.  Interim results are not necessarily indicative of the
results to be expected for a full year.

Certain information on footnote disclosures normally included in financial
statements prepared in accordance with general accepted accounting
principals has been condensed or omitted as allowed by Form 10-Q.  The
accompanying unaudited consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements for the
year ending September 28, 1996 as filed with the Securities and Exchange
Commission on Form 10-K.

NOTE 1.   Earnings Per Share
______    __________________

For the three months ended December 28, 1996 and December 30, 1995, net
earnings per common share were based on the weighted average number of
shares outstanding during the period.  The effect of the assumed conversion
of dilutive employee stock options was not material.

NOTE 2.   Inventories
______    ___________

Inventories consisted of the following:

<TABLE>
<CAPTION>
                              December 28, 1996    September 28, 1996
                              _________________    __________________
             <S>              <C>                  <C>

             Raw Materials       $ 2,158,395           $ 1,751,793
             Work in Process       1,070,153               853,422   
             Finished Goods           43,077                10,557   
                                  __________            __________

                                 $ 3,271,625           $ 2,615,772   
                                  __________            __________
</TABLE>

NOTE 3.   Long-Term Debt
______    ______________

As of December 28, 1996, the Company had a $2,500,000 line of credit at a
rate of prime plus 1/2 of 1%.  The line of credit is secured by a pledge of
substantially all the assets of the Company and is due to mature on April
30, 1997.  Availability under the line of credit had been reduced by
$68,777 for outstanding standby letters of credit (as of December 28,
1996).  Other than these standby letters of credit, the Company had no
borrowings under the line of credit at December 28, 1996.

On November 17, 1989, the Company established the Technical Communications
Corporation Employees' Stock Ownership Trust (the "Trust") for the benefit
of its employees.  During 1990 and 1991, the Trust borrowed $1,212,500 and
$1,287,488, respectively, from two banks, and purchased 190,350 shares of
the Company's common stock at fair market value.  The Company is acting as
a guarantor on the outstanding loans and, as a result, has recorded the
principal balance of such loans on its balance sheet as short-term and
long-term debt with an offsetting charge to "ESOP Deferred Compensation"
within the Stockholders' Equity section.



                                          Page 4
<PAGE>


Notes to Condensed Consolidated Financial Statements (continued)
________________________________________________________________


The 1990 loan to the Trust bears interest on the principal amount
outstanding at a rate equal to 8.75%.  It requires a balloon payment of
approximately $82,000 in April 1997.  The 1991 loan was renewed in August
1994 for a further three-year term, and now bears interest at a rate of
8.77%.  It requires a balloon payment of approximately $490,000 in August
1997.  The original balance due on these two loans as of 12/28/96 was
$674,663.  Subject to the approval of the two banks in question, the
Company anticipates refinancing both loans to eliminate or postpone beyond
fiscal year 1997 these two balloon payments.  The Company intends to make
contributions to the Trust sufficient to pay all principal and interest on
the loans when due.  Because the payment of principal results in the
release of shares from collateral, which shares are then available for
allocation to employees, the principal portion of these contributions is
recorded as compensation expense.  Such contributions are, therefore,
expensed to compensation and interest when they are made or accrued.

On May 31, 1995, the Company completed an asset purchase of the secure
communications business of Datotek, Inc.  This acquisition was funded
partly by the Company's own capital and partly through loans amounting to
$2,250,000 from two banks.  The remaining principal balance of $1,650,000
on these loans, which were payable in equal installments of principal over
a period of five years, plus interest at The First National Bank of
Boston's prime rate plus 1/2 of 1%, were paid in full during the quarter
ended December 28, 1996.


NOTE 4.   Commitments and Contingencies
______    _____________________________

The Company is not currently party to any lawsuit, and is not aware of any
material pending legal proceedings.  See Part II, "Other Information," Item I,
"Legal Proceedings."


                                          Page 5
<PAGE>

                                                
          PART I, Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations


Results of Operations
_____________________

The Company is in the business of designing, manufacturing and marketing
communications security equipment.  The Company receives orders for
equipment from customers which may take several months or longer to
manufacture and ship.  Because the Company recognizes income on long-term
contracts on a unit-of-delivery basis, revenues may vary widely from
quarter to quarter.  Quarterly comparisons of revenue may therefore not be
indicative of any trend.  The Company must continue to maintain a
sufficient level of staff necessary for its product development, marketing
and manufacturing efforts.  As a result, its expenses do not fluctuate in
tandem with revenues.

The Company's backlog of firm orders as of December 28, 1996 was
$5,740,319, representing an increase of 21% from $4,756,845 as of September
28, 1996.  The Company expects to deliver most of this backlog in the
current fiscal year.

Net sales for the fiscal quarter ended December 28, 1996 and December 30,
1995, were $3,058,114 and $2,140,840, respectively.  This increase of 43%
in first quarter net sales was primarily due to the quarterly variability
mentioned above.

Gross profit for the first quarter of fiscal year 1997 was $1,853,362, as
compared to gross profit of $1,150,926 in the first quarter of fiscal year
1996.  This represented a 61% increase in gross profit.  Gross profit
expressed as a percentage of sales was 61% in the first quarter of fiscal
year 1997, as compared to 54% in the first quarter of fiscal year 1996. 
Since a considerable portion of manufacturing cost is relatively fixed,
increases in net sales usually result in increases in margin percentage. 
In addition, sales in the first quarter of fiscal 1997 included a high
proportion of higher-margin products than did the first quarter of fiscal
1996.  Management does not believe that this difference in product mix
represents a trend.

Operating expenses for the first quarter of fiscal 1997 were $1,834,078
compared to operating expenses in the first quarter of fiscal 1996 of
$1,526,426.  This increase of 20% in the quarter was primarily due to
higher selling and business development expenses.  The higher business
development expenses relate primarily to the Company's efforts to develop
more business in the commercial sector, while the higher selling expenses
were incurred in both the commercial marketplace and the Company's more
traditional government business.  Management intends to continue increased
expenditures for product development, selling and business development to
increase the growth-rate of the Company's sales.  The Company is developing
a family of standardized platforms that can be economically adapted to
handle various communications protocols.  While these standardized
platforms are intended primarily for the commercial marketplace, Management
expects these new products to be marketable to the government sector as
well.  The Company is also enhancing certain existing products,
particularly its Keynet (Trademark) key and device management system.
                    
After-tax income for the first quarter of fiscal year 1997 was $35,951 or
$.03 per share.  This compared to an after-tax loss of ($288,214) or ($.23)
per share in the first quarter of fiscal year 1996.  Earnings were
substantially improved over last year due to increased revenue and the
improved gross profit percentage mentioned above.  This is the Company's
fourth consecutive profitable quarter and represents the first time it has




Keynet is a trademark of Technical Communications Corporation.


                                          Page 6
<PAGE>


Management's Discussion and Analysis (continued)
________________________________________________


been profitable during its first fiscal quarter since fiscal 1993.  Management
is striving to improve revenues and profitability on a quarterly, as well as
annual basis.  Individual or even consecutive fiscal quarters may, however,
from time to time be unprofitable, due to the continuing wide variation in
revenues from quarter to quarter mentioned above.


Liquidity and Capital Resources
_______________________________

Cash and short-term investments decreased by $1,849,121 or 29% to
$4,531,905 as of December 28, 1996, from a balance of $6,381,026 at
September 28, 1996.  This decrease was primarily due to the payoff of the
Datotek acquisition loans (see Note 3 on Page 4 of this Form 10-Q).  The
current ratio declined to 2.8:1 at December 28, 1996, compared to 2.9:1 as
of September 28, 1996.  Inventories were $3,271,625 as of December 28,
1996, representing a 25% increase from the September 28, 1996 balance of
$2,615,772 due to inventory build-up for future shipments.

Information on the Company's long-term debt is to be found on Page 4, Note
3, "Long-Term Debt" of this Form 10-Q.

Management currently anticipates no unusual capital expenditures and no
increases in the Company's requirements for capital above its present
resources for fiscal year 1997.


Certain Factors Affecting Future Operating Results
__________________________________________________

This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  The Company's actual
results could differ materially from those set forth in the forward-looking
statements.  Certain factors that might cause such a difference include,
but are not limited to, the following:  the time it takes and the cost
incurred to develop, market, sell, manufacture and ship products, the mix
of high-and low-margin products sold by the Company, the success of new
products under development, and those factors discussed in the section
entitled "Certain Factors Affecting Future Operating Results" on page 6 of
the Company's Form 10-K for the fiscal year ended September 28, 1996.















                                          Page 7

<PAGE>

                                                
PART II.   Other Information


Item 1.   Legal Proceedings:

          No material legal proceedings are pending to which the Company is
          a party or of which any of its property is the subject.


Item 2.   Changes in Securities:

          Not applicable.


Item 3.   Defaults Upon Senior Securities:

          Not applicable.


Item 4.   Submission of Matters to a Vote of Security Holders:

          None.


Item 5.   Exhibits and Reports on Form 8-K:

          a.   Exhibits - Statement regarding computation of per-share
               earnings:  reference is made to Note 1 of the Notes to the
               Condensed Consolidated Financial Statements on page 4 of
               this Quarterly Report on Form 10-Q.

          b.   Reports on Form 8-K:  none.


























                                          Page 8

<PAGE>



                                 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.


                              TECHNICAL COMMUNICATIONS CORPORATION
                              ______________________________________
                              (Registrant)


February 7, 1997                 By:  /s/ Roland S. Gerard                  
________________                    ________________________________
Date                                ROLAND S. GERARD, PRESIDENT
                                    AND CHIEF EXECUTIVE OFFICER


February 7, 1997                 By:  /s/ Graham R. Briggs                  
________________                    ________________________________
Date                                GRAHAM R. BRIGGS, VICE PRESIDENT
                                    OF FINANCE AND CHIEF ACCOUNTING 
                                    OFFICER





































                                          Page 9