SECURITIES and EXCHANGE COMMISSION

                                  WASHINGTON, DC 20549
                                    FORM 10-K

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE 
ACT OF 1934  (FEE REQUIRED)

                   For the fiscal year ended December 31, 1995

                          Commission file number 0-7304

                         DYNAMICS CORPORATION OF AMERICA
             (Exact name of registrant as specified in its charter)

           NEW YORK                                                13-0579260
           --------                                                ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

475 Steamboat Road, Greenwich, Connecticut                           06830-7197
 (Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code:   203-869-3211

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:

     Title of Each Class                 Name of Each Exchange
     -------------------                 ---------------------
                                          on which Registered
                                         ---------------------
     Common Stock (Voting)
     $.10 Par Value                      New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:  NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                     Yes   X            No
                        ------            ------ 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K.                      X

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 15, 1996:

                       Common Stock, $.10 Par Value--$92,920,000

The number of shares outstanding of each of the registrant's classes of common
stock, as of March 15, 1996:

Common Stock, par value $.10 per share                     Shares
     Voting                                              3,812,118
     Non-Voting                                              3,843

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual report to security holders for the year ended December
31, 1995 are incorporated by reference into Parts I and II of this Form 10-K.
Portions of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on May 3, 1996 are incorporated by reference into Part
III of this Form 10-K.

                            Exhibits Index - Pages 18 and 19


<PAGE>




                                     Part I


Item l.      Business

             A description of Dynamics Corporation of America ("DCA" or
"Company") and financial information about industry segments on pages 23 and 24
of the annual report to security holders for the year ended December 31, 1995,
and the classification of the Company's manufacturing divisions and subsidiary
for industry segments, including a description of each, on the inside back cover
of the annual report to security holders for the year ended December 31, 1995
are incorporated herein by reference.

             Unless otherwise noted, the additional information required
pursuant to this item which follows pertains to continuing operations of the
Company.

Sources and Availability of Raw Materials

             DCA is a user of steel, aluminum, copper, plastics and electronic
components. Generally, these materials are available from many sources, domestic
and offshore. Prices paid are competitive. Supplies are normally plentiful
except during national emergencies, unusually prolonged basic industry strikes,
or periods of accelerated demand for products exceeding industry capacity.

Patents and Trademarks

             Although DCA owns or is licensed under a number of domestic and
foreign patents and patent applications, management believes that no single
patent or group of patents is material to the business as a whole. The
trademarks Waring(R), Blendor(R), NuBlend(R), TouchBlend(TM), Acme
Juicerator(R), Qualheim(TM), Anemostat(R), Multi-Vent(R), Anemotrak(R),
Envirotrak(R), and Environ(R) are well recognized in their trading areas and
signify desirable quality and value. These trademarks should be available for
Company use as long as it desires.

Backlog

             The backlog of unfilled orders was approximately $22,564,000 at
December 31, 1995 as compared with approximately $31,900,000 at December 31,
1994. Substantially all the orders are expected to be completed in 1996. The
Power and Controlled Environmental Systems segment accounts for approximately
41% of the unfilled orders at December 31, 1995, and backlog continues to be
significant when projecting future financial results of this segment of the
Company's business.

Customers

             In general, the businesses engaged in by the Company are not
dependent upon one or a few customers. The Company derived approximately 10.1%
of its sales in 1995, in the Power and Controlled Environmental Systems



                                               1


<PAGE>



segment, from a single customer for power plant applications in the Pacific Rim.
The Company derived approximately 12% of its sales in 1993, in the Power and
Controlled Environmental Systems segment, from a single contractor to the U.S.
Government for custom mobile trailers. Neither the Company nor the Power and
Controlled Environmental Systems segment are dependent on either of these
customers. The remaining segments of the Company serve a broad base of customers
who are predominantly commercial in nature.

Competition

             DCA normally experiences varying degrees of competition with
respect to each of its segments and with respect to particular products within
each segment.

             The electrical appliances produced by the Company's Waring Products
Division experience keen competition in the consumer and commercial segments of
the market. The Company's Waring Blendor(R), NuBlend(R), TouchBlend(TM), Acme
Juicerator(R) and Qualheim(TM) trademarks are recognized names in their field.

             The Reeves-Hoffman Division encounters strong competition for the
crystal products, oscillators and hermetic seal packages it sells due in large
part to the multiplicity of suppliers in the industry. The same is true with
respect to the heat dissipating devices sold by the Company's International
Electronic Research Corporation subsidiary.

             Anemostat's air distribution, systems and door products compete in
a well supplied market with regard to quality, price and delivery. The Company's
Anemostat(R) air diffusers and vision frames and louvers for fire-rated doors
are recognized names in the industry. Sales of these products tend to follow the
expansion and contraction of the commercial construction industry.

             As a supplier of specialized equipment for government, industry and
power plant use, the Ellis & Watts Division is generally required to submit
competitive bids. The mobile medical van and transportable suite segment of the
market which it serves is highly competitive among the suppliers serving that
market.

Distribution

             The methods of distribution and marketing utilized by the Company
vary from division to division. In general, sales for all the Company's segments
combine some direct selling in certain market areas with appropriate
manufacturers' representatives, wholesalers, distributors and/or dealers.

Research and Development

             DCA engages in a variety of research and development programs
throughout its divisions, the primary purposes of which are to improve existing
products and processes, modify current products to extend their market life and
expand markets by developing new products. Expenditures for Company sponsored
research and development amounted to $1,714,000 in 1995, $1,664,000 in 1994 and
$1,252,000 in 1993. A significant portion of each year's expenditures was
incurred in the design and qualification testing of new and improved electrical
appliances in the Electrical Appliances and Electronic Devices segment.

                                        2


<PAGE>



Environmental Matters

             The Company has been notified by the U.S. Environmental Protection
Agency ("EPA") that it is a Potentially Responsible Party ("PRP") regarding
hazardous waste cleanup at a non-Company site in Connecticut and at a Company
site in California. Certain of the PRPs at the Connecticut site have agreed with
the EPA to fund a feasibility study at the site and have sued the Company and
other PRPs who have not agreed to share the costs. A property owner adjacent to
the California site has sued the Company and others for allegedly causing
contamination of their property. The Company incurred costs of $165,000 in 1995
to fund engineering studies and conduct investigations of, and to remove
contaminants from, the California site and to pay related expenses. The Company
has settled a lawsuit brought by a state environmental agency for response costs
at a non-Company site in Pennsylvania, as to which the Company was earlier
designated a PRP; and the Company has also been sued by certain of the PRPs who
have agreed with the state agency to fund other past response costs at the
Pennsylvania site, to recover a portion of those costs from the Company and
other PRPs who have not agreed to participate in such funding. The Company is
also a defendant in two lawsuits seeking contribution for Superfund cleanup
costs relating to two other non-Company sites in Pennsylvania.

             The amount of future environmental-related expenditures and the
extent of insurance coverage is not determinable at this time and the Company is
not in a position to estimate the loss or range of loss, if any, which may
result from environmental-related matters. Based upon its knowledge of the
extent of the Company's exposure and current statutes, rules and regulations,
and emerging alternative remedial approaches, management believes that the
anticipated costs resulting from claims and proceedings with respect to the
above mentioned sites, including possible remediation, the extent of which is
presently unknown, will not materially affect the financial position of the
Company. However, it is possible, but unanticipated at this time, that future
results of operations or cash flows could be materially affected by an
unfavorable resolution of these matters.

             In 1995 the Company expended or provided $695,000, including
$165,000 for the California site and $415,000 for one of the Pennsylvania sites,
to manage hazardous substances, to monitor pollutants, to test for contaminants,
to provide for required removal activities and to settle the lawsuit for past
response costs at one of the non-Company sites in Pennsylvania, a 75% increase
in such costs over the prior year. Accruals for such matters at December 31,
1995 amounted to $565,000.

Number of Employees

             DCA employed 1,194 persons at December 31, 1995.

Foreign Operations

             The Company sells in foreign countries primarily through
manufacturers' representatives and agents and does not have manufacturing
operations abroad. Revenues from direct sales abroad represented approximately
21% of sales in 1995 and 15% in 1994. In addition, the Company receives revenue
from licenses and technology transfers which amounted to $113,000 in 1995,
$157,000 in 1994 and $1,207,000 in 1993. Included in the 1993 amount is income
from an initial royalty of $1,000,000 under a technology transfer agreement with
a customer in the Power and Controlled Environmental Systems segment; future
royalty amounts from that customer are dependent upon future contract awards
received by the customer. 

                                       3


<PAGE>



Division Held for Sale

             The Company determined to discontinue operations at its Fermont
division, a manufacturer of electrical power systems for government and
commercial markets, effective as of September 30, 1991, and to put the
division's assets and business up for sale. At the time the determination was
made, Fermont was a party to a contract with the U.S. Government for the
production of 3KW engine generator sets. The contract was subject to First
Article approval of prototype 3KW units. In March 1995, the Government
terminated the 3KW contract for the convenience of the Government and the
Company has filed a claim for several million dollars as compensation for its
costs and losses related to the termination.

             In July 1994, Fermont bid on a major new government generator set
contract and decided to pursue other contracts. Accordingly, commencing on July
1, 1994, the division is no longer classified as a discontinued operation but as
a business held for sale.

             In January 1995, Fermont was awarded a contract to manufacture
tactical quiet (TQ) generator sets for the U.S. Army Aviation and Troop Command.
The Government's initial delivery order issued with the award and subsequent
additions call for delivery of gensets for an aggregate price of $69,000,000.
Shipments are expected to begin in 1996 subject to First Article prototype
testing and approval. Projected cash requirements for working capital and
equipment, net of Government progress payments, are expected to approximate $5.0
million in 1996; however, Fermont expects to generate positive cash flow in the
period of performance under the contract. (Notes 4 and 7 on pages 12 and 14 of
the annual report to security holders for the year ended December 31, 1995 are
incorporated herein by reference.)

Discontinued Operation

             In December, 1992 the Company sold its 33.3% interest in Farmhand
Inc. for $1,700,000 in cash and a $500,000 long-term note. The entire principal
balance of the renegotiated note of $476,000 was paid in 1995.

Investment in CTS Corporation

             At December 31, 1995, the Company's holdings of the common stock of
CTS Corporation ("CTS") aggregated 2,303,100 shares. The Company's equity
ownership in CTS represents 44.1% of the outstanding stock of CTS.

             The current CTS Board of Directors is comprised of five individuals
including two directors who also are officers and directors of DCA. The
Company's investment in CTS is accounted for under the equity method. CTS, whose
shares are listed on the New York Stock Exchange, designs, manufactures and
sells electronic components for the automotive, communications equipment, data
processing, defense and aerospace, instruments and controls, and consumer
electronic markets. CTS is headquartered in Elkhart, Indiana and operates
manufacturing plants in the U.S. and abroad, primarily in a single business
segment, electronic components and subsystems, in worldwide markets. (Note 6 on
page 14 of the Company's annual report to security holders for the year ended
December 31, 1995 is incorporated herein by reference.)


                                        4


<PAGE>



Item 2.      Properties

The following is a summary by industry segment of the properties occupied by the
Company.

<TABLE>
<CAPTION>
                                           Square
Division       Location                      Feet           Type            Occupancy
--------       --------                    ------         -------           ---------
<S>            <C>                          <C>           <C>               <C>                                 
Executive      475 Steamboat Road           7,704         Part of           Lease expiring
               Greenwich, CT                              modern            12/31/2000
                                                          office bldg.

Electrical Appliances and Electronic Devices:
--------------------------------------------
Waring         New Hartford, CT             212,000       Modern 1          Fee ownership
Products                                                  story

               McConnellsburg, PA            74,000       Modern 1          Fee ownership
                                                          story

               Winsted, CT                   55,000       Multi-story       Fee ownership


I.E.R.C.       Burbank, CA                   37,000       2 Modern          Lease expiring
                                                          bldgs.; 4         1/31/2000
                                                          stories &
                                                          1 story

               Burbank, CA                   21,000       3 Modern          Fee ownership
                                                          bldgs.; one
                                                          2 stories &
                                                          two 1 story

Reeves-        Carlisle, PA                  94,000       Modern 1          Lease expiring
Hoffman                                                   story             2/28/99


Fabricated Metal Products and Equipment:
----------------------------------------
Anemostat      Scranton, PA                 270,000       Modern 1          Fee ownership
Products                                                  story

               Carson, CA                    76,000       Modern 1          Lease expiring
                                                          story             10/31/2007

</TABLE>







                                        5


<PAGE>




                                           Square                             
Division       Location                      Feet      Type        Occupancy
--------       --------                    ------    -------       ---------
Power and Controlled Environmental Systems:
-------------------------------------------
Ellis &        Cincinnati, OH               147,900  1 Modern      Fee ownership
Watts                                                bldg.; 1
                                                     story mfg.
                                                     & 2 stories
                                                     offices





All plants are of adequate capacity and are utilized generally on a one-shift
basis except for the Burbank, California facility, portions of which are
utilized on a two-shift basis. The Winsted, CT facility of the Waring Products
Division is utilized as a records storage facility and is also available for
sale. Approximately 66,000 square feet of the Scranton, PA facility of the
Anemostat Products Division has been leased on a short-term basis.

Properties Held for Sale:
-------------------------
The following property, which continues to be occupied and operated by the
Fermont Division, is held for sale in connection with the sale of the Fermont
business.


      Bridgeport, CT                97,000       2 Modern          Fee Ownership
                                                 bldgs.; 2
                                                 stories &
                                                 1 story








                                        6


<PAGE>



Item 3.      Legal Proceedings

             With respect to claims and actions against the Company, including
environmental matters, it is the opinion of Management that they will have no
material effect on the financial position of the Company.

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

             Not applicable


Executive Officers of the Registrant


     Name                         Age                   Office
     ----                         ---                   ------
Andrew Lozyniak                   64            Chairman of the Board and
                                                President

Henry V. Kensing                  62            Vice President, General
                                                Counsel and Secretary

Patrick J. Dorme                  60            Vice President-Finance and
                                                Chief Financial Officer

Richard E. Smith                  47            Treasurer


The officers named above were elected to hold the offices set opposite their
respective names until the meeting of directors following the next annual
meeting of shareholders. Henry V. Kensing was elected Secretary of the
Corporation by the Board of Directors on February 23, 1994.

Except as above stated, the officers named above have served in their respective
capacities for the past five years.

There are no family relationships between any directors or executive officers of
the Company.


















                                        7


<PAGE>



                                     Part II

Item 5.      Market for the Registrant's Common Stock and Related Security 
             Holder Matters

             Range of Stock Prices and Dividend Information on page 24 of the
annual report to security holders for the year ended December 31, 1995 is
incorporated herein by reference.

Item 6.      Selected Financial Data

             Selected Financial Data on page 22 of the annual report to security
holders for the year ended December 31, 1995 is incorporated herein by
reference.

Item 7.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations

             Management's Discussion and Analysis of Results of Operations and
Financial Condition on pages 4 through 6 of the annual report to security
holders for the year ended December 31, 1995 is incorporated herein by
reference.

Item 8.      Financial Statements and Supplementary Data

             The following consolidated financial statements of the registrant
and its subsidiaries are included in the annual report to security holders for
the year ended December 31, 1995 and are incorporated herein by reference.

                                                               Page(s) in the
                                                               Annual Report
                                                               --------------
             Consolidated Balance Sheets--As of
             December 31, 1995 and 1994                               7

             Consolidated Statements of Income--For
             the Years Ended December 31, 1995, 1994
             and 1993                                                 8

             Consolidated Statements of Stockholders'
             Equity--For the Years Ended December 31,
             1995, 1994 and 1993                                      9

             Consolidated Statements of Cash Flows--For
             the Years Ended December 31, 1995, 1994
             and 1993                                                10

             Notes to Consolidated Financial Statements           11-19

Item 9.      Changes In and Disagreements with Accountants
             on Accounting and Financial Disclosure

             Not applicable



                                        8


<PAGE>



                                    Part III

Item 10.     Directors and Executive Officers of the Registrant

             Identification of directors of the registrant and information
related thereto is included in the definitive proxy statement for the Annual
Meeting of Shareholders to be held on May 3, 1996, under caption "Election of
Directors", and said information is incorporated herein by reference.

             Identification of executive officers of the registrant and
information related thereto is included in Part I of this Form 10-K.

Item 11.     Executive Compensation

             Remuneration of directors and officers and information related
thereto is included in the definitive proxy statement for the Annual Meeting of
Shareholders to be held on May 3, 1996, under the captions "Election of
Directors", including information on the Stock Retirement Plan for Outside
Directors, and under the captions "Executive Compensation", "Pension Benefits",
"Savings and Investment Plan" and "1980 Restricted Stock and Cash Bonus Plan",
and said information is incorporated herein by reference.

Item 12.     Security Ownership of Certain Beneficial Owners and
             Management

             Security ownership of management and of certain beneficial owners
and information related thereto is included in the definitive proxy statement
for the Annual Meeting of Shareholders to be held on May 3, 1996, under the
captions "Election of Directors" and "Security Ownership of Certain Beneficial
Owners", and said information is incorporated herein by reference.

Item 13.     Certain Relationships and Related Transactions

             Transactions with management and others and information related
thereto is included in the definitive proxy statement for the Annual Meeting of
Shareholders to be held on May 3, 1996, under the caption "Transactions with
Management and Others", and said information is incorporated herein by
reference.


















                                        9


<PAGE>

                                     Part IV

Item 14.       Exhibits, Financial Statement Schedules and Reports on
               Form 8-K

(a)(1)         The report of independent auditors and the following consolidated
               financial statements of the registrant and its subsidiaries
               included in the annual report to security holders for the year
               ended December 31, 1995 are incorporated by reference in Item 8
               above:

               Consolidated Balance Sheets--
               As of December 31, 1995 and 1994

               Consolidated Statements of Income--
               For the Years Ended December 31, 1995, 1994 and 1993

               Consolidated Statements of Stockholders' Equity--
               For the Years Ended December 31, 1995, 1994 and 1993

               Consolidated Statements of Cash Flows--
               For the Years Ended December 31, 1995, 1994 and 1993

               Notes to Consolidated Financial Statements

(a)(2)
and(d)         The following consolidated financial statement schedules of the
               registrant and its subsidiaries are included in this Form 10-K.

                                                                    Page(s)
                                                                    -------
               Schedule II--Valuation and Qualifying
                              Accounts--For the Years
                              Ended December 31, 1995,
                              1994 and 1993                        15-17














                                       10


<PAGE>


             The consolidated financial statements of CTS Corporation, the
registrant's investment in which is accounted for by the equity method, are
subject to the Rules and Regulations of the Securities and Exchange Commission
and have been examined by Price Waterhouse, independent accountants for CTS
Corporation. The following consolidated financial statement information and
schedules concerning CTS Corporation, which are included in CTS Corporation's
annual report on Form 10-K for the year ended December 31, 1995, certain
consolidated financial statement schedules included in said Form 10-K and CTS
Corporation's annual report to stockholders for 1995 attached to said Form 10-K
as Exhibit 13 thereto (all of which are included as Exhibit 99 to this Form
10-K), are incorporated by reference herein.

                                                     Page(s) in CTS
                                                     Corporation's annual report
                                                     to stockholders for 1995
                                                     ---------------------------

      Consolidated Statements of Earnings --
        years ended December 31, 1995,
        1994 and 1993                                          12

      Consolidated Statements of Shareholders'
        Equity -- years ended December 31,
        1995, 1994 and 1993                                    13

      Consolidated Balance Sheets --
        December 31, 1995 and 1994                             14

      Consolidated Statements of Cash Flows--
        years ended December 31, 1995,
        1994 and 1993                                          15

      Notes to Consolidated Financial Statements            16-23

      Report of independent accountants                        24


                                                     Page(s) in CTS Corporation
                                                     annual report on Form 10-K
                                                     for the year ended 
                                                     December 31, 1995
                                                     ---------------------------

      Report of independent accountants
        on financial statement schedule                      S-2

      Schedule II - Valuation and qualifying
        accounts                                             S-3








                                       11


<PAGE>



             The above financial statement information and schedules concerning
CTS Corporation incorporated herein by reference were furnished to the
registrant by CTS Corporation and were used by the registrant as the basis of
recording registrant's net income from its equity investment in CTS Corporation,
and the amounts of income included in registrant's financial statements are
based solely on the aforesaid CTS Corporation financial statement information
and schedules and report of Price Waterhouse, independent accountants for CTS
Corporation.

             All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are not applicable, and therefore
have been omitted, or the information is included in the consolidated financial
statements, or notes thereto, of registrant or of CTS Corporation incorporated
by reference herein.


(a) (3)
and (c)      Exhibits

             The response to this portion of Item 14 appears on the Exhibits
             Index in a separate section of this Form 10-K on pages 18 and 19.

    (b)      Reports on Form 8-K

             The Company filed a report on Form 8-K on December 29, 1995,
             stating that the Board of Directors of the Company at its
             December meeting had voted to extend the expiration date of the
             rights issued under the Company's 1986 Preferred Stock Purchase
             Rights Plan until February 14, 2006.


























                                       12


<PAGE>



                                   SIGNATURES

             Pursuant to the requirements of Section 13 or 15 (d) 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.

DYNAMICS CORPORATION OF AMERICA



/S/ Patrick J. Dorme                                          March 27, 1996
-------------------------------------------
         (Signature)
Patrick J. Dorme - Vice President-
Finance and Chief Financial Officer

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


/S/ Andrew Lozyniak                                           March 27, 1996
--------------------------------------------
Andrew Lozyniak - Chairman of the Board
and President

/S/ Henry V. Kensing                                          March 27 1996
--------------------------------------------
Henry V. Kensing - Director, Vice President,
General Counsel and Secretary

/S/ Patrick J. Dorme                                          March 27, 1996
--------------------------------------------
Patrick J. Dorme - Director, Vice President-
Finance and Chief Financial Officer

/S/ Harold Cohan                                              March 27, 1996
--------------------------------------------
Harold Cohan - Director

/S/ Frank A. Gunther                                          March 27, 1996
--------------------------------------------
Frank A. Gunther - Director

/S/ Russell H. Knisel                                         March 27, 1996
--------------------------------------------
Russell H. Knisel - Director

/S/ Saul Sperber                                              March 27, 1996
---------------------------------------------
Saul Sperber - Director

/S/ M. Gregory Bohnsack                                       March 27, 1996
--------------------------------------------
M. Gregory Bohnsack - Corporate Controller
and Principal Accounting Officer

                                       13


<PAGE>



                         CONSENT OF INDEPENDENT AUDITORS




To the Board of Directors and Stockholders
Dynamics Corporation of America



We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Dynamics Corporation of America of our report dated February 27, 1996,
included in the 1995 Annual Report to Stockholders of Dynamics Corporation of
America.

Our audits also included the financial statement schedules of Dynamics
Corporation of America listed in Item 14(a). These schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, the financial statement schedules
referred to above, when considered in relation to the basic financial statements
taken as a whole, present fairly in all material respects the information set
forth therein.



                                                          ERNST & YOUNG LLP



Stamford, Connecticut
February 27, 1996



















                                       14

<PAGE>



DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

For the Year Ended December 31, 1995

(in thousands)

Column A                     Column B       Column C      Column D      Column E
--------                     --------       --------      --------      --------

                                            Additions
                             Balance At     Charged To                 Balance
                             Beginning      Costs And                  At End
Description                  Of Period      Expenses      Deductions  Of Period

Valuation accounts deducted from assets to which they apply:

  Allowance for net
    unrealized losses
    on marketable
    equity securities        $1,484         $  -0-        $1,484(a)     $  -0-
                             ======         ======        ======        ======

  Allowance for
    doubtful accounts        $  571         $  107        $  211(b)     $  467
                             ======         ======        ======        ======

  Allowance for cash
    discounts                $   33         $   66        $   82(c)     $   17
                             ======         ======        ======        ======


Reserves not shown
  elsewhere:

  Reserve for
    warranties               $  967         $1,054        $1,080(d)     $  941
                             ======         ======        ======        ======


Notes:


         (a)-- Reduction of reserve upon disposition of portfolio.

         (b)-- Bad debts, net of recoveries, written off against allowance
                provided therefor.

         (c)-- Discounts charged against allowance provided therefor.

         (d)-- Warranty costs incurred and charged against reserve provided
                therefor.








                                              15


<PAGE>



DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

For the Year Ended December 31, 1994

(in thousands)

Column A                     Column B       Column C      Column D     Column E
--------                     --------       --------      --------     --------

                                            Additions
                             Balance At     Charged To                 Balance
                             Beginning      Costs And                  At End
Description                  Of Period      Expenses      Deductions   Of Period
-----------                  ----------     ----------    ----------   ---------
Valuation accounts deducted from assets to which they apply:

  Allowance for net
    unrealized losses
    on marketable
    equity securities        $1,428         $   56        $  -0-        $1,484
                             ======         ======        ======        ======

  Allowance for
    doubtful accounts        $  505         $   33        $  (33)(a)    $  571
                             ======         ======        ======        ======

  Allowance for cash
    discounts                $   26         $  138        $  131(b)     $   33
                             ======         ======        ======        ======


Reserves not shown
  elsewhere:

  Reserve for
    warranties               $1,182         $1,006        $1,221(c)     $  967
                             ======         ======        ======        ======


Notes:

         (a)-- Recoveries, net of amounts written off against allowance
                provided therefor.

         (b)-- Discounts charged against allowance provided therefor.

         (c)-- Warranty costs incurred and charged against reserve provided
               therefor.









                                              16


<PAGE>



DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

For the Year Ended December 31, 1993

(in thousands)

Column A                     Column B       Column C      Column D      Column E
--------                     --------       --------      --------      --------

                                            Additions
                             Balance At     Charged To                 Balance
                             Beginning      Costs And                  At End
Description                  Of Period      Expenses      Deductions   Of Period

Valuation accounts deducted from assets to which they apply:

  Allowance for net
    unrealized losses
    on marketable
    equity securities        $1,607         $  -0-        $  179(a)     $1,428
                             ======         ======        ======        ======

  Allowance for
    doubtful accounts        $  571         $  113        $  179(b)     $  505
                             ======         ======        ======        ======

  Allowance for cash
    discounts                $   29         $   94        $   97(c)     $   26
                             ======         ======        ======        ======


Reserves not shown
  elsewhere:

  Reserve for
    warranties               $1,672         $  918        $1,408(d)     $1,182
                             ======         ======        ======        ======


Notes:


         (a)-- Market recoveries, net of changes to portfolio holdings.

         (b)-- Bad debts, net of recoveries, written off against allowance
                provided therefor.

         (c)-- Discounts charged against allowance provided therefor.

         (d)-- Warranty costs incurred and charged against reserve provided
                therefor.






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<PAGE>



                                 Exhibits Index


Item 14.  (a) (3) and (c)

Pursuant to Regulation S-K, Item 601, following is a list of Exhibits:

(A) Exhibits incorporated by reference.


Exhibit 3 - Articles of incorporation and bylaws:

               1.   Bylaws, as amended, were included in the Exhibits
                    of the registrant's Form 10-K Annual Report for the
                    year ended December 31, 1993.

Exhibit 4 - Instruments defining the rights of security holders:

               1.   The rights of common stockholders and preferred
                    stockholders (currently unissued) are defined in
                    the Articles of Incorporation referred to in
                    Exhibit 3 and in the Form 8A for registration of
                    certain classes of securities (Rights and Preferred
                    Stock), Rights Agreement dated as of January 30,
                    1986, Summary of Rights, letter to stockholders,
                    press release and Listing Application to the New
                    York Stock Exchange with respect to the Rights, all
                    of which were included in the Exhibits of the
                    registrant's Form 10-Q Quarterly Report for the
                    period ended March 31, 1986.

Exhibit 10 - Material contracts:

               Management Compensatory Plans, Contracts and  Arrangements

               1.   1980 Restricted Stock and Cash Bonus Plan, as
                    amended, was included in the registrant's
                    definitive proxy statement for the Annual Meeting
                    of Shareholders on May 6, 1988.

               2.   Stock Retirement Plan for Outside Directors, as
                    amended, was included in the registrant's
                    definitive proxy statement for the Annual Meeting
                    of Shareholders on May 1, 1992.

               3.   Incentive Performance Plan was included in the
                    Exhibits of the registrant's Form 10-K Annual
                    Report for the year ended December 31, 1992.

               4.   Executive Life Insurance Policies was included in
                    the Exhibits of the registrant's Form 10-K Annual
                    Report for the year ended December 31, 1992.

               5.   Prescription Drug Plan for Outside Directors was
                    included in the Exhibits of the registrant's Form
                    10-K Annual Report for the year ended December 31,
                    1992.

               Other

                    Agreement dated October 9, 1990 between Dynamics
                    Corporation of America and Gabelli Funds, Inc. and
                    GAMCO Investors, Inc. was included in the Exhibits
                    of the registrant's Form 10-K Annual Report for the
                    year ended December 31, 1990.



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<PAGE>




Exhibit  21 - Subsidiaries of the registrant were included in the Exhibits
         of the registrant's Form 10-K Annual Report for the year ended
         December 31, 1984.


(B) Exhibits filed in or as a separate section of this report.


                                                                           Page

Exhibit 4 - Instruments defining the rights of security holders:

               1.   Letter dated January 17, 1996 from the (a)
                    registrant to First National Bank of Boston
                    extending to February 14, 2006 the expiration date
                    of the rights issued pursuant to the rights
                    agreement dated as of January 30, 1986 between the
                    Company and First National Bank of Boston
                    previously filed with the registrant's Form 10-Q
                    Quarterly Report for the period ended March 31,
                    1986.

Exhibit 10 - Material Contracts:

               Management Compensatory Plans, Contracts and
                    Arrangements

               1.   Employment contracts dated February 1, 1996 with:

                    Andrew Lozyniak - Chairman of the Board and President    (a)

                    Patrick J. Dorme - Vice President-Finance
                          and Chief Financial Officer                        (a)

                          Henry V. Kensing - Vice President,
                          General Counsel and Secretary                      (a)

Exhibit 13 - Annual report to security holders for the
                     year ended December 31, 1995.                           (a)

Exhibit 23 - Consent of Independent Auditors                                  14

Exhibit 27 - Financial Data Schedule                                         (b)

                    Exhibit 99 - CTS Corporation annual report on Form 10-K
                    for the year ended December 31, 1995, (without
                    Exhibits except as noted), the Report of
                    Independent Accountants and the Financial Statement
                    Schedule II included in said Form 10-K, and CTS
                    Corporation's annual report to stockholders for
                    1995 included in said Form 10-K as Exhibit 13
                    thereto.                                                 (c)

(a)  Unnumbered and immediately following the final numbered page of
     this report.
(b)  Filed electronically only pursuant to regulations.
(c)  Unnumbered and immediately following the registrant's annual report to
     security holders for the year ended December 31, 1995.


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