U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                            Form 10-QSB


(Mark One)                                                       
[X]   QUARTERLY EPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

            For the quarterly period ended December 31, 1995
                                                            
[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from _______________ to _______________ 

                     Commission File Number  0-15910


                        Control Chief Holdings, Inc.
       (Exact name of small business issuer as specified in its charter)

                New York                           16-0955704                
    (State or other jurisdiction of             (I.R.S. Employer 
    incorporation or organization)              Identification No.)

        P.O. Box 141, 200 Williams Street, Bradford, Pennsylvania  16701
                     (Address of principal executive offices)

                                (814) 368-4132
                           (Issuer's telephone number)

                               Not Applicable
  (Former name, former address and former fiscal year, if changed since last 
   report)


    Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 
such 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 [ ]


                   APPLICABLE ONLY TO CORPORATE ISSUERS

    The number of shares outstanding of issuer's Common Stock, par value 
$.50 per share, as of December 31, 1995 was 811,553 shares.

    Transitional Small Business Format (Check one):  Yes [ ] No [X]









               Control Chief Holdings, Inc. and Subsidiaries

                            Table of Contents

                                                                   
                                                                   
Page                                                               
 
PART I        Financial Information

Item 1        Financial Statements
                 Consolidated Balance Sheets                              
                 Consolidated Statements of Operations and Retained Earnings   
                 Consolidated Statements of Cash Flows          
                 Notes to Financial Statements                  

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


PART II  Other Information

Item 2        Changes in Securities                                 

Item 4        Submission of Matters to a Vote of Security Holders   
 
Item 6        Exhibits and Reports on Form 8-K                      


SIGNATURES                                                        

<PAGE>
<TABLE>
PART I - FINANCIAL  INFORMATION

ITEM 1.  Financial Statements

CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                              
                                            December 31,   June 30,
                                                1995         1995   
                                            ------------  ---------- 
                                             (Unaudited)    
<S>                                         <C>           <C>                  
ASSETS
                                                        
Current Assets
   Cash                                         $72,338     $157,786 
   Receivables
      Trade, less allowance for doubtful             
       accounts of $51,340 and $41,340        1,670,633    1,603,883  
   Other                                          7,464        8,903
   Inventories
      Raw materials and subassemblies         1,749,328    1,641,566
      Work in process                           497,013      433,661
      Finished goods                               -          39,888
   Prepaid income taxes                          70,409      105,119
   Other prepaid items                           74,226       58,706
   Deferred income taxes                         58,405       71,505
                                             ----------   ----------
            Total current assets              4,199,816    4,121,017  
                                             ----------   ----------
Property, Plant and Equipment, at cost
   Land and improvements                         19,874       19,874
   Buildings and improvements                   251,619      245,777
   Machinery and other equipment              2,013,874    1,978,463
                                             ----------   ----------
            Total cost                        2,285,367    2,244,114

      Less accumulated depreciation           1,420,936    1,330,159
                                             ----------   ----------
            Undepreciated cost                  864,431      913,955
                                             ----------   ----------

Other Assets
   Note receivable-SPC Technologies, Inc.        98,875       99,651
   Goodwill, less accumulated amortization 
     of $81,043 and $68,341                     141,897      154,599
   Cash surrender value of officers' life 
     insurance less policy loans of $55,457      19,771       19,771
                                             ----------   ----------          
            Total other assets                  260,543      274,021
                                             ----------   ---------- 
                                             $5,324,790   $5,308,993
                                             ----------   ----------
                                             ----------   ----------

<FN>
See accompanying notes to financial statements.

</TABLE>

<TABLE>

CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
                                                                  
<CAPTION>                                                                
                                            December 31,   June 30,  
                                                1995         1995    
                                            ------------  ----------
                                             (Unaudited)  
<S>                                         <C>           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Short-term debt                             $722,849     $520,000
   Current maturities of long-term debt         291,492      275,813
   Accounts payable
      Trade                                     994,340      990,773
      Other                                      13,920       15,567
   Accrued items
      Salaries, wages, commissions and
        related payroll taxes                   394,945      415,439
      Income taxes                                 -             507
      Other                                      71,528       70,465
                                             ----------   ----------
            Total current liabilities         2,489,074    2,288,564
                                             ----------   ---------- 
Other Liabilities
   Long-Term Debt, less current maturities      689,562      822,621
   Deferred income taxes                         81,475       74,075
                                             ----------   ----------
            Total other liabilities             771,037      896,696
                                             ----------   ---------- 
Stockholders' Equity
   Common stock, authorized 5,000,000 shares
     of $.50 par value; issued and outstanding
      811,551 shares                            405,776      405,776

   Capital in excess of par value             1,223,701    1,223,701

   Retained earnings                            411,616      463,036

   Foreign currency translation adjustment       23,586       31,220
                                             ----------   ----------
            Total stockholders' equity        2,064,679    2,123,733
                                             ----------   ----------    
                                             $5,324,790   $5,308,993
                                             ----------   ---------- 
                                             ----------   ----------

<FN>
See accompanying notes to financial statements.

</TABLE>


<TABLE>

CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)

<CAPTION>
                                    Three Months Ended              Six Months Ended     
                                        December 31,                   December 31,        
                                    1995           1994            1995           1994     
                                  --------       --------        --------       --------   
<S>                              <C>            <C>             <C>            <C>
Revenues
   Net sales                     $2,282,032     $2,188,527      $4,610,676     $4,209,614
   Other income                       3,749         10,644           6,395         23,549
                                 ----------     ----------      ----------     ---------- 
         Total revenues           2,285,781      2,199,171       4,617,071      4,233,163
                                 ----------     ----------      ----------     ---------- 
Costs and expenses 
   Cost of products sold          1,457,996      1,386,822       3,100,558      2,628,475
   Selling general and 
     administrative                 693,349        739,535       1,307,965      1,310,023
   Research and development          38,209         80,231          81,997        125,031
   Interest and financing            39,293         32,027          89,362         60,557
                                 ----------     ----------      ----------     ----------    
         Total costs and expenses 2,228,847      2,238,615       4,579,882      4,124,086
                                 ----------     ----------      ----------     ---------- 
Earnings (loss) before income 
 taxes                               56,934       (39,444)          37,189        109,077

Federal and state income taxes
   Currently payable (refundable)    11,000       (34,300)          11,300          8,800
   Deferred                          18,800          5,500          20,500         11,500
                                 ----------     ----------      ----------     ---------- 
                                     29,800       (28,800)          31,800         20,300
                                 ----------     ----------      ----------     ---------- 
          
Net earnings (loss)                  27,134       (10,644)           5,389         88,777

Retained earnings at beginning 
  of period                         384,482        423,748         463,036        381,136

Cash dividends paid                   -               -           (56,809)       (56,809)
                                 ----------     ----------      ----------     ----------  
Retained earnings at end 
  of period                        $411,616       $413,104        $411,616       $413,104
                                 ----------     ----------      ----------     ---------- 
                                 ----------     ----------      ----------     ---------- 

Earnings (loss) per common share     $0.033        ($0.013)         $0.007         $0.109
                                     ------        --------         ------         ------
                                     ------        --------         ------         ------

Dividends paid per common share        -              -              $0.07          $0.07

Weighted average number of common
   shares outstanding               811,553         811,553        811,553        811,553


<FN>
See accompanying notes to financial statements.

</TABLE>


<TABLE>


CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) 

<CAPTION>

                                                            Six Months Ended  
                                                              December 31,     
                                                          1995          1994  
                                                        -------       --------
<S>                                                     <C>           <C>
Cash flows from operating activities
   Net earnings                                           $5,389       $88,777
   Adjustments to reconcile net earnings to
    net cash provided by (used in) operating activities:
    Depreciation and amortization                        103,730       100,850
    Deferred income taxes                                 20,500        11,500
    Loss on sale of fixed assets                            -             -     
    Change in assets and liabilities:
      (Increase) decrease in receivables                 (70,944)    (236,689)
      (Increase) decrease in inventories                (136,852)     (73,242)
      (Increase) decrease in prepaid items and 
       other assets                                        18,754     (23,625)
      Increase (decrease) in accounts payable and
       accruals                                          (13,639)      339,871
                                                        ---------    ---------

          Net cash provided by (used in) operating 
           activities                                    (73,062)      207,442
                                                        ---------    ---------
Cash flows from investing activities
   Purchase of property, plant and equipment             (43,906)     (83,742)
   Receipts of principal on note receivable                   776        -   
                                                        ---------    --------- 
          Net cash provided by (used in) investing 
           activities                                    (43,130)     (83,742)
                                                        ---------    ---------
Cash flows from financing activities
   Net borrowing (repayments) of short-term debt          202,849       60,000
   Net borrowing (repayments) of long-term debt         (117,256)    (114,134)
   Dividends paid                                        (56,809)     (56,809)
                                                        ---------    ---------
          Net cash provided by (used in) financing 
           activities                                      28,784    (110,943)
                                                        ---------    --------- 
Effect of exchange rate changes on cash                     1,960      (2,630)
                                                        ---------    ---------
Net increase (decrease) in cash                          (85,448)       10,127

Cash at beginning of period                               157,786      106,572
                                                        ---------    ---------
Cash at end of period                                     $72,338     $116,699
                                                        ---------    ---------
                                                        ---------    ---------
Cash paid during the period for:
   Interest                                               $77,441      $65,978
   Income taxes                                             -           45,122



<FN>
See accompanying notes to financial statements.

</TABLE>






CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS


1.  Principles of Consolidation

The consolidated financial statements include the accounts of Control Chief 
Holdings, Inc., and its wholly-owned subsidiaries, Control Chief Corporation,
Bradford Classics Woodworking, Inc. and Control Chief (UK) Limited  (the 
"Company").  All significant intercompany accounts are eliminated upon 
consolidation.

The consolidated balance sheet as of December 31, 1995, and the related 
consolidated statements of operations and retained earnings and cash flows 
for the three and six month periods ended December 31, 1995 and 1994 are 
unaudited. The preparation of financial statements in conformity with 
generally accepted accounting principles requires the use of management's 
estimates.  In the opinion of management, all adjustments necessary for a fair
presentation of such financial statements have been included. Such 
adjustments consisted only of normal recurring items. Interim results are not
necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's annual 
financial statements and notes. Accordingly, these statements should be read
in conjunction with the consolidated financial statements and notes thereto 
appearing in the Annual Report of the Company for the fiscal year ended 
June 30, 1995.

2.  Earnings Per Common Share

Earnings per common share are computed based on the weighted average shares 
of common stock outstanding during the period of computation.  Although the 
Company has issued dilutive common stock equivalents in the form of incentive
stock options, the dilutive effect of these securities in the aggregate is 
less than three percent of earnings per common share.

3.  Cash Dividends Paid

The Board of Directors of the Company approved a cash dividend totaling 
$56,809 ($.07 per share) payable on September 25, 1995 to holders of record 
at the close of business on September 11, 1995.

4.  Long-Term Borrowing

On December 8, 1995, the Company borrowed $850,000 from its principal 
depository under an installment loan agreement, the proceeds of which were 
used to retire other debt of the Company.  The loan bears interest at 9% and 
is payable in 41 monthly installments of $23,720, with a final payment of 
$21,141 due June 8, 1999.<PAGE>




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

Business Changes

Effective March 1, 1995, the Company acquired the net operating assets of NTR
Technologies, Inc.  The operating results of this acquisition, which is a 
division of Control Chief Corporation, are included in the Company's 
consolidated results of operations from the date of acquisition.  On 
November 18, 1994, the Company approved an amendment to the Company's foreign
subsidiary's charter to change the subsidiary's name from IRT Holdings 
Limited to Control Chief (UK) Limited.  In addition, effective April 1, 1995,
the Company's foreign subsidiary merged its affiliates, Infra-Red Technology 
Limited and Vella Willson Limited, into its operations.  In September 1993, 
the previously non-operating subsidiary, Bradford Classics Woodworking, Inc. 
began the start-up of a new wood processing operation.  This operation is 
doing business under the name Tuna Valley Wood Products ("Tuna Valley").


Liquidity

The Company and its subsidiaries currently fund their needs for liquidity and
capital resources through cash from operations, short-term and long-term 
borrowing.  

Control Chief Corporation has a $750,000 line of credit with Integra Bank  
("Integra"), which matures on November 30, 1996.  Amounts outstanding under 
this line of credit bear interest at Integra's commercial base rate, 
variable, and are payable on demand.  As of December 31, 1995, the rate of 
interest on Control Chief's line of credit was 8.5%.  In connection therewith,
Control Chief has granted Integra a general security interest in its assets, 
excluding real property.  The line of credit agreement requires the Company to
maintain certain minimum financial ratios and, among other things, to obtain 
approval from the bank before the Company permits any additional encumbrances
on its assets, guarantees or incurs any additional indebtedness, declares or 
pays dividends, and incurs annual capital expenditures and/or acquisition 
expenses in an amount in excess of its annual depreciation expense. At 
December 31, 1995, a total of $722,849 was outstanding under Control Chief's 
line of credit.

At December 31, 1995, Control Chief Corporation also had outstanding $52,142 
of debt that is being repaid through March 1997, at 8% interest.  This seller
financed debt was incurred in connection with the purchase of the net 
operating assets of NTR Technologies, Inc., effective March 1, 1995.  In 
addition, at December 31, 1995,  the Company had outstanding $1,715 of debt 
which is being repaid through March 1996, at 6% interest.  This debt was 
assumed in connection with the purchase of the net assets of NTR 
Technologies, Inc. 

In addition, Tuna Valley has a term loan with the City of Bradford, 
Pennsylvania in the original principal amount of $100,000 that was used for 
purchasing equipment.  Amounts outstanding under this loan bear interest at 
3% and are repayable in 84 consecutive monthly installments of principal plus
interest.  At December 31, 1995, $70,262 was outstanding under this term 
loan.  In connection therewith, Tuna Valley has granted the City of Bradford 
a general security interest in all of its assets.

On December 8, 1995, the Company borrowed $850,000 from its principal 
depository, Integra Bank, under an installment loan agreement.  This term 
loan was obtained for the purpose of consolidating pre-existing long-term 
loans of Control Chief Corporation and Tuna Valley Wood Products.  Amounts 
outstanding under this loan bear interest at 9% and is payable in 41 
consecutive monthly installments of $23,720, with a final payment of $21,141 
due June 8, 1999.  In connection therewith, the Company has granted Integra a
general security interest in all of its assets, excluding real property.  The
Company is also required to maintain a debt service coverage ratio in excess
of 1.0 and, among other things, to obtain approval from the bank before the 
Company permits any additional encumbrances on its assets, guarantees or 
incurs any additional indebtedness, and declares dividends.  

The Company's working capital decreased by $121,711 or 6.6% as compared with 
the balance as of June 30, 1995.  The current ratio decreased to 1.7 at 
December 31, 1995 from 1.8 at June 30, 1995.

The Company currently does not have a material commitment for any further 
capital expenditures and believes its current working capital is sufficient 
for its operations.

 
Results of Operations

Net sales for the quarter ended December 31, 1995 increased overall by 
$93,504 or 4.3% compared to the same quarter last year, and increased overall
by $401,062 or 9.5% for the six month period.  For the quarter ended December
31, 1995, net sales of Control Chief increased by $116,194 or 7.8%, and 
increased overall by $287,620 or 10% as compared to the same six month period
last year. Tuna Valley experienced a decrease of $37,265 for the quarter 
ended December 31, 1995 as compared to the same quarter last year.  Net sales
for Tuna Valley increased overall for the six month period by $106,489 or 
11.6% as compared to the same six month period the previous year. This 
fluctuation in quarterly sales is  due to the volatility of the wood market 
and wood costs.  Management is unable to predict at this time whether this 
trend will continue.  Control Chief (UK) experienced an increase in net sales
of $14,575 or 7% for the quarter and overall net sales increased by $6,953 
or 1.7% as compared to the same six month period for the previous year.  The 
demand for the foreign subsidiary's transformer components remained strong 
while sales of its radio control products decreased during the six month 
period.

Cost of products sold increased by $71,174 or 5.1% for the quarter and 
$472,083 or 18% for the six months ended December 31, 1995 as compared to the
same periods for last year.  Cost of products sold at Control Chief increased
by $60,246 or 7.2% for the quarter and $213,423 or 13.3% for the six months 
ended December 31, 1995 as compared with the same periods for last year.  
These increases reflect the segment's increased sales for the comparable 
periods, material cost increases and production wage increases.  The Company's
foreign operation, Control Chief (UK), was responsible for $61,059 of the 
increase for the quarter and for $108,778 for the six months ended 
December 31, 1995 as compared with the same periods last year.  This increase
in cost of sales is due to products being sold with higher material costs and
increased labor costs.  Cost of products sold at Tuna Valley, the dimensioned
wood blanks segment, experienced a decrease of $50,131 or 11% for the quarter
and an overall increase of $149,882 or 17.7% for the six months ended 
December 31, 1995 as compared to the same periods for the previous year.  The
decrease in the quarterly cost of sales results is reflective of the decrease in
net sales of approximately 9% for the quarter ended December 31, 1995.  The 
overall increase for the six months ended December 31, 1995 as compared to 
the same six months of the previous year corresponds to the six month 
increase in net sales combined with the fact that the component cost of this 
segment is significantly higher than electronics manufacturing, and as such 
generates a much lower gross profit rate.  Additionally, short term 
fluctuations may result from changes in product mix for the period, as well 
as competitive discounting.

Selling, general and administrative costs decreased by $46,186 or 6.3% for 
the quarter and decreased by $2,058 or .2% for the six months ended 
December 31, 1995 as compared with the same periods for last year.  These 
overall decreases for the quarter and six months ended December 31, 1995 as 
compared to the same periods for last year reflect relatively stable sales, 
marketing and administrative forces in all segments and stable costs as 
compared to the overall increases in net sales for the comparable periods.

Research and development costs decreased by $42,022 for the quarter and 
decreased by $43,034 for the six months ended December 31, 1995 as compared 
with the same periods last year.  With the acquisition of NTR Technologies, 
Inc., a significant portion of engineering outscourcing is now being done 
internally at a lower cost by the Company's engineers. The Company maintains 
a continuing commitment to invest funds in research and development to stay 
abreast of changes in technology and improve and expand its product lines in 
the electronic components and devices segment to remain competitive and 
responsive in the market.  It is the policy of the Company not to release to 
the public continuing programs in research and development until products are
ready for introduction.  The premature public notification of product 
development, in the opinion of management, stands to potentially reduce the 
anticipated return on its research and development investment by notifying 
competitors of a significant portion of the Company's marketing strategy.

Interest and financing charges increased by $7,265 for the quarter and 
$28,805 for the six months ended December 31, 1995 as compared to the same 
periods for last year.  The increase relates to the increase in the Company's
short-term borrowing to finance overall increases in receivables and 
inventories, partially offset by increases in accounts payable.  This 
increase is also attributable to the financing of the acquisition of NTR 
Technologies, Inc. 

Consolidated earnings before income taxes increased by $96,378 or for the 
quarter and decreased by $71,888 for the six months ended December 31, 1995 
as compared to the same periods for last year. Control Chief posted increases
in earnings before income taxes of $131,328 and $80,838, respectively, for 
the quarter and six months ended December 31, 1995 as compared to the same 
periods of the previous year.  The Company's other domestic operation, Tuna 
Valley, posted net earnings of $21,480 before income taxes for the quarter 
ended December 31, 1995 as compared to net earnings of $16,256 before income
taxes for the quarter ended December 31, 1994. For the six month period ended
December 31, 1995, Tuna Valley posted a net loss of $38,624 before income 
taxes as compared to net earnings of $11,574 before income taxes for the 
comparable period of a year ago.  The Company's foreign operation, Control 
Chief (UK), posted net losses of $7,912 and $27,455, respectively, for the 
quarter and six months ended December 31, 1995 as compared to net earnings of
$32,262 and $75,055, respectively, for the same periods of the previous year.

On a consolidated basis, and after a provision for federal and state income 
taxes, net earnings increased by $37,778 for the quarter and decreased by 
$83,388 for the six months ended December 31, 1995 as compared to the same 
periods last year.  Management is encouraged by the quarterly results of 
Control Chief Corporation and continues to review and develop plans to bring 
the profitability of its other segments to management's expectations.  
Management also continues to be encouraged by continuing orders and a 
sustained backlog in all divisions.

The Company earned $.033 per common share for the quarter ended 
December 31, 1995, resulting in six months earnings of $.007 per common 
share.  For the comparable period last year, the Company lost $.013 per 
common share for the quarter and had six months earnings of $.109 per common 
share.

Net trade receivables at December 31, 1995 increased by $66,750 or 4.2% as 
compared with the balance as of June 30, 1995.  The increase is reflective 
of the increase in net sales for the six month period for the domestic and 
foreign operations, and improvements made in collection cycle.

Inventories, in total increased $131,226 or 6.2% at December 31, 1995 as 
compared to June 30, 1995.  Of this increase, inventory attributable to 
Control Chief's combined inventories of raw materials and work in process at 
December 31, 1995, increased by $127,157. These increases are reflective of 
a number of customer orders in various stages of completion as of 
December 31, 1995, and materials for future orders.  The Company's foreign 
subsidiary's and Tuna Valley's total inventories at December 31, 1995 as 
compared to June 30, 1995, remained relatively unchanged.  Management 
believes that the level and mix of inventory is now sufficient to meet future
demands and does not anticipate any significant increases in any of its 
segments.

Prepaid items decreased by $19,190 or 12% as compared with the balance as of 
June 30, 1995.  Prepaid income taxes at December 31, 1995 accounted for 
$34,710 of the decrease as compared with the balance as of June 30, 1995,  
while other prepaid items increased by $15,520 at December 31, 1995 as 
compared to June 30, 1995.  The decrease in prepaid taxes for the six month 
period reflects estimations of federal and state corporate income tax 
liabilities as compared quarterly federal and state tax payments made to 
date. The overall  increase in other prepaid items reflects the practice of 
the Company of prepaying certain expenses, such as insurance, professional 
fees and taxes, at the beginning and during the fiscal year.  This is typical
 of previous years.  

Undepreciated cost of property, plant and equipment remained relatively 
unchanged as compared with the balance as of June 30, 1995.  Management does 
not anticipate any major capital expenditures in the near future.








PART II - OTHER INFORMATION


ITEM 2.  Changes in Securities

     a)  Working Capital restrictions and other limitations upon the payment 
         of dividends.
        
         Common Stock, par value $.50 per share.

         The Company has agreed not to distribute dividends unless specific 
         written approval is received from Integra Bank.  Additionally, the 
         Company has agreed to maintain a debt service coverage ratio in 
         excess of 1.0.





ITEM 4.  Submission of Matters to a Vote of Security Holders

     a)  An annual meeting of the Shareholders of the Company was held on 
         December 1, 1995.                                                

     b)  Election of seven Directors.

         Director                   For      Withheld
         --------                   ---      -------- 

         Douglas S. Bell          686,835        676
         Robert E. Crofford       687,036        475
         Christopher G. Hauser    637,716     49,795
         Arvid R. Nelson          637,666     49,845
         C. Lawrence Shields      686,886        625
         Patrick G. Shields       687,036        475
         Jon T. Wray              686,936        575

     c)  Approve appointment of Diefenbach, Delio, Kearney & DeDionisio as
         independent public accountants of the Company.

                   For          Against        Abstain
                   ---          -------        -------
                    
                 687,193          131            187






ITEM 6.  Exhibits and Reports on Form 8-K

     a)  Exhibit 27.

     b)  None.




SIGNATURES


In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                    Control Chief Holdings, Inc.
                                            (Registrant)


Date:  February 12, 1996               By:  \s\ Douglas S. Bell
                                            Douglas S. Bell
                                            Chairman of the Board