FORM 10-K
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

(Mark One)
[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.
                               OR
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________________ to ______________


Commission file number 0-16323

                      ELECTROSOURCE, INC.


     (Exact name of Registrant as specified in its charter)


                Delaware                                    742466304
      (State or otherjurisdiction of                    (I.R.S. Employer
      incorporation or organization)                   Identification No.)

      3800B Drossett Drive, Austin,Texas                    78744-1131
      (Address of principal executive offices)              (Zip Code)

         Registrant's telephone number, including area code (512) 445-6606

         Securities registered pursuant to Section 12(b) of the Act:  None

         Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $.10 per share
                              (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reported 
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.  [ ]

As of March 15, 1996, 35,282,134 common shares were outstanding and the 
aggregate market value of the common shares held by non-affiliates 
(based on the closing price of these shares $1.344  as reported  by NASDAQ 
at the close of business on March 15, 1996) was approximately $47,419,188.

              DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference
into the indicated part or parts of this report:

Portions of the Company's Definitive Proxy Statement for the Annual 
Meeting of Shareholders scheduled to be held on May 30, 1996, are 
incorporated by reference into Part III hereof.

                             PART I

Item 1.  Business.

General

   Electrosource, Inc. ("ELSI" or the "Company"), is  engaged  in
the  manufacture  of  advanced  lead-acid,  rechargeable  storage
batteries   and   the  development  of  related   processes   and
technologies.  In 1994, the Company made the decision  to  become
the  manufacturer  of  the  Horizon  battery  in  North  America.
Previously,  the  Company intended to license the  technology  to
third  party  manufacturers throughout the world.  In  1995,  the
Company devoted substantial resources to purchasing machinery and
implementing  production processes to significantly increase  the
capacity   of   the  manufacturing  facility,  and   successfully
demonstrated  the  ability  to produce  the  Horizon  battery  in
commercial  quantities.  Significant technical improvements  were
also  achieved.   The Company intends to license  production  and
distribution of Horizon batteries outside of North America.   The
Horizonr  battery  utilizes  plate grids  made  from  a  patented
coextruded  wire  and a special paste mixture.   The  Company  is
concentrating  its efforts upon development of  Horizonr  battery
technology  for use in many applications including motive  power,
power management, portable systems and starting power.

   The development of coextruded wire for use in plate grids  for
lead-acid  batteries  was  commenced  in  1984  by  Tracor,  Inc.
("Tracor")   under  an  exclusive  license  from  Blanyer-Mathews
Associates, Inc. ("Blanyer-Mathews"), the owner of the patent  on
the  coextrusion  process.  In June 1987,  Tracor  organized  the
Company  as a wholly-owned subsidiary and in October 1987 granted
to  the  Company  an  exclusive sublicense  for  the  coextrusion
technology.

   Research and development efforts were conducted from July 1992
until  June  1994  principally  under  research  and  development
agreements  (the  "R&D  Agreements")  with  the  Electric   Power
Research  Institute ("EPRI") under which EPRI  funded  additional
development  of  the Horizonr battery subject to  matching  funds
obligations on the part of the Company.  On November 1, 1995, the
Company  completed  its research and development  agreement  with
EPRI.   In accordance with the terms of a November 1995 amendment
to  the  agreement, the Company issued 2,158,000 shares of Common
Stock  in  exchange  for  the transfer of  intellectual  property
rights  (purchased  technology) and  the  transfer  of  title  to
certain  equipment which had been purchased by EPRI in connection
with  research  activity undertaken by the Company.   The  shares
were valued at $2,994,225.  In addition, pursuant to the terms of
such agreement, certain member utilities of EPRI have elected  to
receive royalties at the rate of one-half of one percent on sales
of  products containing licensed technology and on other revenues
derived  by  the  Company from license fees, joint  ventures  and
other arrangements involving the licensed technology.

   The principal executive offices of the Company are located  at
3800-B  Drossett  Drive,  Austin,  Texas   78744-1131,  and   its
telephone number is (512) 445-6606.  The manufacturing operations
are  conducted at an 88,000 square foot facility in  San  Marcos,
Texas.

The Horizon Battery

  The Company has concentrated its efforts on the design of a new
concept of lead-acid battery employing coextruded wire in  plates
oriented  in  the  horizontal plane, as opposed to  the  vertical
plane   orientation  of  conventional  batteries.   This  battery
concept, named "Horizon," enables design of a lead-acid  battery
with  significantly higher energy density than is  possible  with
conventional  battery design.  The Horizon design  may  also  be
more economical to manufacture than conventional batteries due to
the  elimination  of several steps in the manufacturing  process.
Several  hundred  prototypes  and  production  versions  of   the
Horizonr  battery  have been built and tested  in  a  variety  of
configurations.   Testing  by  the Company  and  by  third  party
laboratories indicates that various configurations of the battery
meet  or  exceed the performance parameters established by  major
governmental and industry groups for electric vehicle  batteries.
However, no single configuration has been produced that meets all
such  standards.   The  Company, through its ongoing  development
program,  continues  to  develop and  test  prototypes  that  the
Company  believes  will ultimately exhibit  all  of  the  desired
performance  characteristics, but there can be no assurance  that
the Company will be successful in  developing  such a battery.  
The Company  also  believes  the Horizon  battery has a number of 
applications other than electric vehicles, such as in power tools, 
electric power management, uninterruptible power, and for starting, 
lighting and ignition ("SLI") batteries for automobiles.  The Company  
has received various purchase orders for its batteries for evaluation, 
testing and commercial use.

Coextrusion Technology

   The Company holds an exclusive license for the development and
commercial exploitation of patented coextruded wire.  Coextrusion
is a process by which one material is extruded, or forced through
a  die,  with  uniform  thickness, onto a core  material  passing
simultaneously through the same die.  The process is  capable  of
extruding lead (or lead alloy) onto any material having  adequate
tensile  strength to pass at high speed through  the  pressurized
dies.  Successfully coextruded core materials include fiberglass,
Kevlar and cross-linked carbon fiber yarns, aluminum, copper  and
titanium   wire   and   polypropylene,   polyester,   nylon   and
polyethylene monofilament.

  Coextruded lead wire facilitates the use in lead-acid batteries
of  pure  lead or extremely low concentration lead alloys,  which
are  difficult to cast repeatedly at the high rates  required  in
production.  Management of the Company believes that  grids  made
from  such  wire  and  used in lead-acid storage  batteries  have
improved  corrosion resistance and, therefore,  longer  life,  or
equivalent life with reduced total material content.

Energy-Active Material Formulation

   The  Company  has  also developed a new type of  energy-active
material, or paste, for use in lead-acid battery electrodes.  The
Company invented two additional paste formulations, each of which
may  contribute  to the reduction of battery manufacturing  cost.
The  Company has protected this proprietary technology  as  trade
secrets, and does not plan to apply for patents related to  these
formulations.  The Company is continuing the development of these
formulations in connection with the Horizonr battery project, but
has no current plans for separate commercialization of the energy
active material.

Chrysler Contract

   In September, 1994, Chrysler Corporation awarded the Company a
$1.6  million contract to retrofit the Horizonr battery  for  the
Chrysler  NS  mini-van  electric vehicle  program.   The  program
concluded  in the first quarter of 1995.  In December, 1995,  the
Company  received a Production Purchase Order for Horizonr  which
could  result  in up to $80 million in battery sales cumulatively
over  the  next three years; however Chrysler has  the  right  to
withhold or cancel orders.  During 1995, approximately 50 percent
of the Company's battery sales were generated from Chrysler.

Licensing

   In  July  1994, the Company signed an agreement making  Mitsui
Engineering and Shipbuilding Company, Ltd. ("MES"), the exclusive
distributor  for  all Electrosource products  in  Japan  with  an
option  for exclusive manufacturing rights in the same territory.
Under the agreement MES agreed to pay the Company $2,000,000  for
the  distribution  rights; $1,000,000 in 1994 and  the  remaining
$1,000,000  in  1995; and $3,000,000 if MES elected  to  exercise
their  option  for  a manufacturing license.   In  addition,  the
Company  borrowed $3,800,000 from MES and delivered a Convertible
Promissory Note for that amount to MES, which could be  converted
into  stock or applied in payment of license fees at MES' option.
In  January  1996 MES terminated the Distribution Agreement.   In
March 1996, the Company and MES executed a Termination Agreement.
In  accordance  with  the  terms of the  agreement,  MES  applied
$1,000,000   of  its  Convertible  Note  to  pay  $1,000,000   of
outstanding  license  fees  to the  Company.   Additionally,  MES
notified  the  Company of its intent to convert the remainder  of
its  Convertible  Note  and  notes issued  for  interest  thereon
(approximately  $3 million), at $3.80 per share, into  shares  of
Common  Stock contingent upon the effectiveness of a registration
statement to register the sale of such shares.


Marketing

   The worldwide market for lead-acid batteries can be classified
into the following major segments:

Starting,  Lighting and Ignition for engine starting applications
as  used  in  passenger  cars, light  and  heavy  trucks,  garden
tractors and motorcycles.

Motive Power for use in electric vehicles, industrial fork lifts,
underground  mining locomotives and golf carts.   Such  batteries
undergo  daily  discharging  and  overnight  recharging  and  are
warranted for up to six years.

Power   Management   for   use   in  utility   emergency   power,
telecommunications,  uninterrupted  computer  and   other   power
supplies  and cellular radio.  Such batteries are typically  used
as a secondary source of power.

Portable Power which is typically small, lead-acid batteries  for
use  in such items as portable power tools and outdoor power tool
products, as well as electrically driven medical equipment.

   In 1995, the Company successfully demonstrated the ability  to
manufacture   the  Horizon  battery  in  commercial   quantities.
Numerous  production  and  prototype  batteries  were   sent   to
customers all over the world in 1995 in all of the above markets.
Management anticipates that in 1996/1997 many of these  customers
will  move  from test phases to integration of Horizon technology
into their commercial products.


Competition

   The lead-acid battery industry is mature, well-established and
highly competitive.  The industry is characterized by a few major
domestic  and  foreign producers, all of which have substantially
greater  financial resources than the Company.  Accordingly,  the
Company's  ability  to succeed in this market  depends  upon  its
ability  to  demonstrate superior performance and cost attributes
of  its  technology.  The Company has concentrated its activities
in  the  electric vehicle segment of the market with  a  view  to
demonstrating improved energy to weight and longer  battery  life
in  comparison to traditional lead-acid batteries.  The principal
competitors  of the Company in the electric vehicle  market  have
directed  their efforts to other battery types, such  as  nickel-
cadmium,  nickel-metal  hydride,  nickel-iron  and  sodium-sulfur
batteries, rather than lead-acid formulations, although at  least
one  major automobile manufacturer and one major battery  company
are  known to have research and development projects underway  to
develop lead-acid batteries for electric vehicles.

Patents and Protection of Technology

   Prior  to  May 1990, the Company held an exclusive  sublicense
from Tracor under several US patents covering the coextruded wire
and  the  coextrusion apparatus for producing composite wire  for
use  only in lead-acid battery applications.  In May 1990, Tracor
assigned  to  the  Company all rights under the original  license
agreement  between Tracor and Blanyer-Mathews, the  inventors  of
the  coextrusion  technology.   This  assignment  terminated  the
sublicense between Tracor and the Company and allowed the Company
to  apply the technology outside of the area of lead-acid storage
batteries,  if any such applications are available.  The  license
assigned to the Company expires concurrently with the patents and
requires  payment of annual minimum royalties to  Blanyer-Mathews
of  the greater of $100,000 or sales-based royalties equal to 1/2
percent of sales.  The license may be terminated by  the licensor
in  the event that the Company defaults in its obligation to  pay
royalties  or enters bankruptcy.  The Company is responsible  for
the maintenance and administration of the licensed patent.  Under
the  terms  of  the assignment, the Company is to  pay  Tracor  a
royalty of four percent on all technology sales unrelated to lead-
acid  storage batteries for the term of the license.  The Company
is obligated to pay minimum annual royalties of $10,000 to Tracor
for  a  five-year period beginning on the date of the assignment.
Such minimum royalties were to have begun in May 1991, but Tracor
deferred payment for two years, with the deferred amounts bearing
interest  at  8.5  percent.  The Company has made  all  scheduled
payments in accordance with the terms of the deferral agreement.

   In March 1990, a patent was issued to the Company covering  an
energy-active  material formulation, including the processes  for
manufacturing  this material.  In October 1990, a US  patent  was
issued to the Company for the Horizonr battery design.

   The  know-how relating to the Company's energy-active material
formulation  and  the application of coextruded wire  to  battery
electrodes is confidential and proprietary to the Company.

Research and Development

   Initial research and development programs were directed toward
understanding  the  behavior of the  wire  in  lead-acid  battery
electrodes   in   various  corrosive  environments.    With   the
development  of  the  Horizonr  battery  concept,  the  focus  of
research  work  was  redirected  toward  (a)  understanding   the
behavior of the wire and active material in the Horizonr battery,
(b) reformulating energy-active materials to improve performance,
(c)  developing  repeatable processes for  the  construction  and
manufacture  of  laboratory prototype batteries,  (d)  developing
concepts  for manufacturing Horizonr electrodes and plates  using
automated processing techniques and (e) improving performance  of
initial   production  models.   Prototype  models   of   Horizonr
batteries  for specialized markets (see "Marketing") continue  to
be  built  in attempts to optimize battery electrical performance
and  life  and  to  meet customer requests for different  battery
configurations or performance.

   The Company incurred approximately $3,455,000, $1,933,000, and
$1,530,000,  in research and development costs in the years ended
December 31, 1995, 1994, and 1993, respectively.

Backlog

   As  of  December  31,  1995, the  Company  has  a  backlog  of
approximately  $100,000  in battery  orders  and  a  basic  order
agreement  from Chrysler Corporation.  The Company had a  backlog
of  approximately $3.5 million in battery orders as  of  December
31, 1994, most of which subsequently did not materialize.

Export Sales

   During  1995 and 1994, the Company sold approximately $140,000
and  $76,000,  respectively,  of Horizon  batteries  and  related
services to foreign customers.

Raw Materials

   The  basic  raw  materials of lead-acid  batteries  are  lead,
sulfuric  acid  and plastic, each of which is readily  available.
The  Company  has  experienced no material  delays  in  obtaining
timely delivery of these materials.

Environmental Concerns

   The  management of the Company believes that  the  Company  is
currently  in  compliance with all applicable local,  state,  and
federal  environmental  rules  and  regulations.   The  Company's
laboratory facility and manufacturing plant includes an  enclosed
area  specifically  for the mixing of lead-oxide  paste  and  the
application  of  such paste to battery electrodes.   The  air  in
these  areas  is continuously filtered to remove lead  particles.
Employees operating in these areas are instructed in the  use  of
safety   equipment  such  as  gloves,  protective   aprons,   and
respirators and are required under Occupational Safety and Health
Administration ("OSHA") guidelines to submit to blood  monitoring
tests on a periodic basis.  The supervision and analysis of these
tests  are undertaken by an outside, independent agency  and  the
results thereof are communicated to the Company's employees.

   The  management of the Company believes that the  new  energy-
active  material being developed by the Company may be  safer  to
manufacture than energy-active materials currently in general use
due to reductions in potential environmental hazards.  The active
material  paste used in conventional batteries has a  consistency
similar to wet cement and must be allowed to dry for two or three
days  after  being  impressed into the grid of a  battery  plate.
When dried the plates  produce fine lead dust as they are transported in a  
plant through the battery assembly process.  This airborne dust poses a
potential  health risk to workers, and there are OSHA regulations
regarding allowable levels of airborne lead in abattery plant for
which   manufacturers  must  devote  significant   resources   in
prevention,  treatment, and compliance.   The  Company's  energy-
active material, on the other hand, has a consistency similar  to
toothpaste and does not need to dry completely before the battery
assembly  process  begins,  thus minimizing  worker  exposure  to
airborne lead.

Employees

   As  of  March  8,  1996,  the Company  employed  81  full-time
employees.

Item 2.  Properties.

   The  Company's  executive offices and research facilities  are
located  in leased premises covering approximately 30,000  square
feet  at 3800-B Drossett Drive, Austin, Texas.  The monthly gross
rental  rate  on the amended lease escalates each year  over  the
term  of the lease from $12,000 per month to $15,500 in the final
year  of the term.  In addition, the Company has been granted  an
option  to extend the term of its lease for an additional  period
of three years.

  The Company's 88,000 square foot production facility is located
in  San  Marcos,  Texas at 2809 IH 35 South.  The monthly  rental
rate  is  currently approximately $16,000 per month and escalates
over  the  entire life of the lease to $35,000  per  month.   The
lease  is for a term of ten years, and the Company has an  option
to  purchase  the property and improvements for $2,600,000  until
November  2003.  The Company believes this site is  adequate  for
the   low-rate  production  requirements  and  possesses   enough
expansion  capacity if the Company elects to expand  capacity  at
this site.

   Management  believes that all personal property  used  by  the
Company is in good condition.

Item 3.  Legal Proceedings.

  None.

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

  None.

                            PART II

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

Trading Market for ELSI Common Stock

   The  Company's Common Stock has been traded in  the  over-the-
counter  market  and reported on NASDAQ under the  symbol  "ELSI"
since  January  1988.  The following table sets  forth,  for  the
periods indicated, the high and low bid price per share of Common
Stock  as  reported  by  NASDAQ.  Prices  represent  inter-dealer
quotations,  without  adjustment for retail markup,  markdown  or
commission, and may not represent actual transactions.

                                        High      Low
               1994
                    First Quarter            4 1/4          3 3/8
                    Second Quarter           4              2 1/4
                    Third Quarter            3 3/4          2 3/4
                    Fourth Quarter           3 1/2          2 3/4

               1995
                    First Quarter            3 1/4          1 7/8
                    Second  Quarter          4 1/4          2 5/16
                    Third  Quarter           2 17/32        1 3/16
                    Fourth Quarter           2 13/32        1 1/4


   The  transfer agent and registrar for the Common Stock of  the
Company  is KeyCorp Shareholder Services, Inc., Society  National
Bank, Dallas, Texas.

   The  approximate number of record holders of Common  Stock  at
March 15, 1996, was 3,918.

Dividends and Dividend Policy

The Company has paid no dividends on its Common Stock to date and
does  not  anticipate,  currently or in the  foreseeable  future,
paying  dividends  on  the Common Stock.   Further,  the  Company
currently has a deficit in its "surplus" account (defined as  the
excess of net assets over par value of shares outstanding) which,
under  Delaware  corporate law, precludes  any  distributions  to
shareholders  in  a  given year unless the  Company  reports  net
income  in  that  year  or  the preceding  year,  in  which  case
dividends could be paid to the extent of net income for the  year
in  which the dividend is declared and net income for the  fiscal
year immediately preceding the year of declaration.  In the event
that  the  earnings  of the Company permit payment  of  dividends
under Delaware law, the timing and amount of such dividends  will
be determined by the Board of Directors in light of the Company's
earnings, financial condition and capital requirements.

Item 6.  Selected Financial Data.

             (In thousands, except per share data)

                               Year Ended December 31,
                                
                                 1995      1994     1993     1992      1991
                                                    
    Revenues                  $  3,278   $ 4,614  $ 3,373  $   544    $  773
                                                          
    Net Loss                  $(17,905)  $(8,543) $  (197) $(1,228)   $ (900)
                                                          
    Net Loss per Share        $  (0.85)  $ (0.61) $ (0.03) $ (0.20)  $ (0.15)
                                                          
    Dividends per Share           None      None     None     None      None
                                                    
                                
                                  As of Year Ended December 31,
                                                          
                               1995     1994     1993     1992     1991
                                                          
    Working Capital          $ 1,556  $ 2,032  $ 1,122   $  251   $ (495)
                                                          
    Total Assets             $15,277  $ 9,318  $ 4,709   $2,802   $2,697
                                                          
    Shareholders' 
       Equity (Deficit)      $ 1,240  $  (685) $ 3,322   $2,421   $2,149
                     
    Long Term Obligations    $11,324  $ 7,107  $    33   $  200     None

The foregoing should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this report.


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

In  1995, the Company devoted substantial resources to purchasing
machinery  and implementing production processes to significantly
increase   the  capacity  of  the  manufacturing  facility,   and
successfully  demonstrated the ability  to  produce  the  Horizon
battery   in  commercial  quantities.   Significant  strides   in
technical  performance were also achieved.  Although  sales  were
less  than  anticipated, the Company delivered Horizon production
and  prototype batteries to customers all over the world, seeding
target  markets.   The  Company  anticipates  that  markets  will
materialize  in  1996  as  customers move  from  test  phases  to
integration of Horizon technology into their commercial products.

Results of Operations - Years ended December 31, 1995, 1994,  and
1993

Revenue.   The Company generated project revenue of approximately
$989,000, $2,902,000 and $2,967,000 for the years ending December
31,  1995, 1994, and 1993, respectively.  Approximately  $797,000
of  project  revenue in 1995 and $846,000 in 1994  was  generated
under an agreement with Chrysler Corporation for the retrofit  of
the  Horizon battery for their NS mini van program.  This program
concluded  in  1995. Approximately $2,056,000 and  $3,000,000  of
project revenue in 1994 and 1993, respectively, was earned  under
an  agreement with the Electric Power Research Institute ("EPRI")
for  the  development  and  commercialization  of  the  Company's
proprietary advanced lead-acid battery.  The Company's work under
the  research and development program with EPRI was completed  in
1994.

   During the year ended December 31, 1995, the Company generated
$1,196,000  of  battery sales compared to $378,000  in  the  year
ended  December 31, 1994.  There were no battery sales  in  1993.
Almost one-half of the battery sales in 1995 were generated  from
sales  to  Chrysler Corporation for testing in their NS  electric
mini van program.  As a result of successful battery testing, the
Company  received  a production purchase order from  Chrysler  in
December 1995 which could result in up to $80 million in  battery
sales  cumulatively over the next three years;  however, Chrysler
has  the  right to withhold or cancel orders.  Management expects
that  sales under this purchase order will increase in late 1996.
Additional  equipment, capital improvements and  working  capital
will  be  required to complete the Chrysler order.  The remainder
of  1995  battery  sales were generated from  numerous  customers
requesting batteries for testing and evaluation.

   The Company also generated $1,000,000 and $800,000 in 1995 and
1994,   respectively,  in  license  fees  under  a   Distribution
Agreement  with  Mitsui  Engineering and Shipbuilding  Co.,  Ltd.
("MES")  for  the  export  and  exclusive  distribution  of   the
Company's  Horizon  battery  in Japan.   In  December  1995,  the
Company received notification from MES of its intent to terminate
its   Distribution  Agreement  and  to  settle  all   outstanding
financial  matters with the Company.  In March 1996, the  Company
completed a Termination Agreement with MES which had no  material
adverse effects on the Company.

   Additionally,  the Company generated revenue of  $410,000  and
$340,000  in  the  years  ended  December  31,  1994  and   1993,
respectively,  from  an  agreement with  BDM  Technologies,  Inc.
("BDM")  for  technical support in developing a low rate  initial
production line for the Horizon battery.  The BDM agreement ended
in 1994.

Costs and expenses.  Essentially all costs and expenses increased
substantially in the year ended December 31, 1995 as the  Company
devoted   substantial  resources  to  purchasing  machinery   and
implementing  production processes to significantly increase  the
production capacity and quality of its manufacturing facility  to
meet  customer requirements, particularly Chrysler.   Significant
increases  in  labor  costs, primarily in  the  production  area,
occurred  in  early  1995  in order to  increase  the  production
capacity  of the manufacturing facility.  Significant  reductions
in  labor  costs  were made later in the year  to  reduce  costs.
During  1995,  the Company also incurred significant nonrecurring
costs  to  replace batteries which failed to perform as  expected
due  to  early manufacturing problems as well as improper storage
and  charging  of the batteries by customers.  Additionally,  the
Company  issued  1,360,000  shares  of  unregistered,  restricted
shares  of  Common Stock in September 1995, which were valued  at
$1,468,800 and charged to expense, associated with investor/public
relations services to be provided by a consulting firm over a two-
year  period.   Significant research and development expenditures
were  incurred which resulted in technical achievements including
unequaled performance levels in specific energy, power and  cycle
life  from  batteries  produced on the  manufacturing  line,  not
laboratory prototypes.  Interest costs were higher for  the  year
ending  December 31, 1995, as the Company received  approximately
$13 million in Convertible Debt financing in 1995.  Beginning  in
mid-1995  and  continuing into 1996, management  of  the  Company
implemented  cost control measures in an effort to conserve  cash
and  reduce  monthly expenditures.  As a result, routine  monthly
costs and expenditures have continued to decrease since mid-1995.
Prior  to  June 1994 all costs were substantially  lower  as  the
Company   was   primarily  performing  research  and  development
activity related to the Horizon battery, and related technologies
and  costs  for the production facility were borne by a strategic
corporate partner.

   Effective  the fourth quarter of 1994, the Company  formalized
its  arrangement  with  BDM and agreed to  a  Technology  License
Agreement  whereby  the Company will license BDM's  manufacturing
technology  for  use  in  producing  the  Horizon  battery.    In
accordance with the terms of the agreement, the Company agreed to
pay BDM: $80,000 cash; issue 1,700,000 shares of Common Stock  in
equal installments over a three year period; issue 200,000 shares
of  Common  Stock if the Company decides to maintain the  license
beyond  the  original  three year term; and  to  grant  1,000,000
options to purchase Common Stock at $4.00 per share.  The Company
also  agreed  to  acquire BDM's interest  in  a  corporate  joint
venture formed by BDM and the Company in 1993 for 100,000  shares
of  Common Stock.  The Common Stock issued to BDM is unregistered
and  restricted as to resale for two years; however, BDM has been
given  certain demand and "piggyback" registration  rights.   The
Company recorded an expense of $3,819,350 in 1994 for the license
of  this  manufacturing  technology  and  will  have  no  further
expenses related to this technology in the future.

   As  a  part of the battery manufacturing process, the  Company
handles and disposes of various hazardous materials such as  lead
and   sulfuric   acid.   The  Company  is   subject   to   strict
environmental regulations and has incurred significant  costs  in
installing  state-of-the-art  equipment  to  manage  and  control
hazardous   substances  and  pollution.   The  Company   expended
$385,000 and $198,000 in 1995 and 1994, respectively, in  capital
expenditures  for  such  equipment.   As  part  of  its  on-going
operations,  the  Company incurred $170,000 and $80,000  in  non-
capital  expenditures in 1995 and 1994, respectively, to properly
dispose  of hazardous materials and waste.  As a result  of  such
preventive  measures,  the Company has not  incurred  significant
remediation  costs and management is not currently aware  of  any
infrequent or non-recurring clean-up expenditures to be  incurred
in the future based on present circumstances and conditions.

  During 1995, the Company issued approximately 15,000,000 shares
of  Common Stock as a result of financing transactions, purchases
of  technology  and equipment, payment of the Technology  License
Payable  and  consulting  services, and  the  exercise  of  stock
options.  During 1994, the Company issued approximately 2,000,000
shares   of  Common  Stock  as  a  result  of  several  financing
transactions and the exercise of stock options.  As a  result  of
the increase in shares for both years, the loss per share in both
years  was  less  than  it would have been based  on  the  shares
outstanding at the end of the preceding year.  Management of  the
Company  believes that the issuance of shares in these years  was
necessary  to  fund  the increased working  capital  and  capital
expenditure requirements.

Liquidity  and  Capital  Resources.   During  1995,  the  Company
devoted   substantial  resources  to  purchasing  machinery   and
implementing  production processes to significantly increase  the
capacity  of  the  San  Marcos  production  facility.    As   the
production capacity of the San Marcos facility increased in  mid-
1995  to  meet  the  needs  of an emerging  market  in  converted
electric  fleet  vehicles,  the market  did  not  materialize  as
expected and sales were far less than originally anticipated.  In
an effort to meet the increasing working capital needs associated
with  the shortfall in sales and increased costs associated  with
expanded  production  capabilities,  marketing  requirements  and
research  and  development expenditures to  further  develop  and
refine   the  Horizon  battery,  the  Company  completed  several
financing transactions during 1995 and late 1994:

_In April, July and November 1995, the Company issued $12,780,000
of  Convertible  Debentures resulting  in  net  proceeds  to  the
Company   of    $11,552,600.   The  Debentures   were   generally
convertible into shares of Common Stock at a price equal to 75 to
80  percent of the closing price of the Common Stock at the  time
of  conversion (generally 60 days from the issuance date).  As of
December  31,  1995,  Convertible Debentures   with  a  principal
balance of $8,750,000 were converted into approximately 6,200,000
shares  of  Common  Stock.   In January  and  February  1996,  an
additional  $3,780,000  of  Convertible  Debentures  and  related
interest  were converted into approximately 4,000,000  shares  of
Common Stock.  In addition, warrants to purchase 2,360,937 shares
of  Common  Stock  were issued to holders of  the  Debentures  or
agents of the respective Debenture holders at prices ranging from
$1.53 to $4.00 per share, with various periods of expiration, the
latest of which is July 27, 2000.

_In  January, March, September and October 1995, the Company sold
approximately 4,500,000 shares of Common Stock which resulted  in
net proceeds to the Company of $6,246,966.  In addition, warrants
to purchase 22,500 shares of Common Stock at a price of $1.56 per
share,  exercisable  until  November 10,  1997,  were  issued  in
connection with certain of the equity financing transactions.

_In  November  1995,  the  Company  completed  its  research  and
development  agreement with EPRI.  Pursuant to  the  terms  of  a
November  1995  amendment to the agreement,  the  Company  issued
2,158,000 shares of Common Stock in exchange for the transfer  of
certain  intellectual property rights (purchased technology)  and
title  to certain equipment which had been purchased by  EPRI  in
connection with research activity undertaken by the Company.  The
shares were valued at $2,994,225.

_In November 1994, the Company sold a Convertible Promissory Note
to MES for $3,800,000.  The note carries an interest rate of five
percent per annum on the unpaid principal and interest is due and
payable semi-annually in the form of additional notes payable.  A
note payable for $190,000 for interest was issued in October 1995
for the year then ended.  In March 1996, the Company completed  a
Termination Agreement with MES.  In accordance with the terms  of
such  agreement,  MES will convert $1,000,000 of its  Convertible
Notes  Payable  to  satisfy its obligation to pay  $1,000,000  of
license  fees  to  the Company.  Additionally, MES  notified  the
Company of its intent to convert the remainder of its Convertible
Notes  Payable  (approximately $3 million), at $3.80  per  share,
into  shares  of  Common  Stock  upon  the  effectiveness  of   a
registration statement to register such shares.

_In  the  six month period ending December 31, 1994, the  Company
issued  1,685,500 shares of Common Stock which  resulted  in  net
proceeds of $4,058,030 to the Company.  Additionally, in July and
August  1994,  holders  of  148,000  warrants  to  purchase   the
Company's Common Stock exercised these warrants which resulted in
net proceeds of $333,000 to the Company.

   Prior to 1994, the Company's operations were primarily focused
on  research  and development of the Horizon battery and  related
technologies.  The operations were funded primarily from  a  July
1992  research and development agreement with EPRI, which is  now
complete.  In addition, in early 1993, the Company completed  the
sale  of  $550,000  of  secured promissory  notes  in  a  private
offering.   Warrants  to  purchase an aggregate  of  200,000  and
440,000  shares of Common Stock at exercise prices of $1.625  and
$2.25,  respectively, were issued to the purchasers of the notes.
Holders  of  warrants to purchase 452,000 shares of Common  Stock
exercised  their warrants in 1993, resulting in proceeds  to  the
Company  of  $892,000  before the costs of  registration  of  the
Common Stock issued upon exercise of the respective warrants.

   In  1995, the Company successfully demonstrated that it  could
manufacture the Horizon battery in commercial quantities.   As  a
result of such efforts, in December 1995, the Company received  a
production purchase order from Chrysler which could result in  up
to  $80 million in battery sales cumulatively over the next three
years.  Chrysler has the right to withhold or cancel orders.   In
addition,  numerous  Horizon production and  prototype  batteries
were  sent  to  customers  all over  the  world,  seeding  target
markets.   Significant technical improvements were also  made  in
the  battery's  performance in 1995  in  the  areas  of  specific
energy,  power and cycle life.  The major portion of  development
is  completed,  and  in 1996 management will   focus  efforts  on
capitalizing on market opportunities as customers move from  test
phases to integration of Horizon technology into their commercial
products.   In  addition,  management has  significantly  reduced
operating  costs  from mid-1995 levels in an effort  to  conserve
cash.   The  Company's cash sources in 1996 are largely dependent
on  the  successful  commercialization of  the  Horizon  battery.
Management expects the level of battery sales to increase in late
1996 as the Company receives commercial orders under the Chrysler
production  purchase  order  as  well  as  from  other  customers
currently testing the battery.  Management does not expect  sales
from  these  orders to generate sufficient funds to  support  its
overall  working capital and capital expenditure needs  in  1996;
therefore,  it  is  expected that additional debt  and/or  equity
financing will be necessary.  Equity financing is limited by  the
number of unreserved shares available for issuance.  As of  March
15,  1996,  the  Company had approximately  4,700,000  shares  of
Common  Stock where were unreserved.  Management intends to  seek
shareholder approval of actions necessary to increase the  number
of unissued and unreserved shares, including any required changes
to  the  Certificate  of Incorporation. On  March  1,  1996,  the
Company  sold 1,000,000 shares of Common Stock which resulted  in
net   proceeds   to  the  Company  of  approximately    $898,200.
Management  is  devoting  substantial  effort  toward   obtaining
additional  funding  sources.   Management  is  also  working  to
develop   long-term  strategic  relations  with   customers   and
organizations that can aid penetration of target markets and  can
assist financially.

   The  Company's  Common Stock is traded in the Over-the-Counter
Market  and is reported on the National Association of Securities
Dealers  Automated  Quotation System  ("NASDAQ").   In  order  to
maintain  listing by NASDAQ, the Company must maintain a  minimum
$1  million of stockholders' equity.  The Company is currently in
compliance with this requirement and management believes that the
continuing  impact of its cost control measures and increases  in
sales  will  reduce  the level of operating losses  which  should
result  in maintaining compliance with this requirement into  the
foreseeable future.  However, if the minimum required balance  is
not  maintained,  NASDAQ may choose to delist the  stock  of  the
Company  from trading which would restrict the liquidity  of  the
Common  Stock.  Delisting by NASDAQ would be an Event of  Default
under the terms of the April 1995 Debentures, which could trigger
a  requirement  to  repay the respective Debentures  immediately.
April  1995 Debentures with a principal balance of $250,000  were
outstanding at December 31, 1995.

    Although  management  is  devoting  substantial  efforts   to
successfully commercialize its Horizon technology and  to  secure
additional  funding  sources, there is  no  assurance  that  such
efforts  will  be  successful.  The financial statements  do  not
include any adjustments to reflect the possible future effects on
the  recoverability and classification of assets or  the  amounts
and  classification  of  liabilities that  may  result  from  the
possible inability of the Company to continue as a going concern.


Item 8.  Financial Statements and Supplementary Data.

   See  Item  14(a) for an index of the financial statements  and
schedule included as a part of this Annual Report on Form 10-K.

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

  None



                            PART III

Item 10.  Directors and Executive Officers of Registrant.

  Information with regard to directors and executive officers and
their  business  experience  is  set  forth  under  "ELECTION  OF
DIRECTORS"  in the Company's Definitive Proxy Statement  for  the
Annual Meeting of Stockholders to be held on May 30, 1996, and is
incorporated herein by reference.

   Information with regard to the filing of reports of  ownership
and  changes  of ownership by the Company's directors,  officers,
and  persons  who  beneficially own more than ten  percent  of  a
registered class of the Company's equity securities is set  forth
under  "ELECTION OF DIRECTORS - Section 16(a) Disclosure" in  the
Company's  Definitive Proxy Statement for the Annual  Meeting  of
Stockholders  to  be  held on May 30, 1996, and  is  incorporated
herein by reference.


Item 11.  Executive Compensation.

    Information with regard to executive compensation and pension
or  similar  plans is set forth under "ELECTION  OF  DIRECTORS  -
Compensation  of  Executive  Officers  and  Directors"   in   the
Company's  Definitive Proxy Statement for the Annual  Meeting  of
Stockholders  to  be  held on May 30, 1996, and  is  incorporated
herein by reference.


Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management.

   Information  with  regard  to security  ownership  of  certain
beneficial  owners  and management is set forth  under  "SECURITY
OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"  in  the
Company's  Definitive Proxy Statement for the Annual  Meeting  of
Stockholders  to  be  held on June 26, 1996, and  is  incorporated
herein by reference.


Item 13.  Certain Relationships and Related Transactions.

    Information with regard to certain transactions is set  forth
under  "ELECTION OF DIRECTORS - Compensation Committee Interlocks
and  Insider Participation" and "ELECTION OF DIRECTORS -  Certain
Relationships   and  Related  Transaction"   in   the   Company's
Definitive Proxy Statement for the Annual Meeting of Stockholders
to  be  held  on  June  26,  1996, and is incorporated  herein  by
reference.

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

(a)(1)  The  following  financial statements of the  Company  are
          included in Item 8:
                                                             Page No.

          Balance Sheets - December 31, 1995 and 1996           F-3

          Statements of Operations - For the years
                 ended December 31, 1995, 1994, and 1993        F-4

          Statements of Shareholders' Equity (Deficit) - 
                 For the years ended December 31, 1995,
                 1994, and 1993                                 F-5

          Statements of Cash Flow - For the years
                 ended December 31, 1995, 1994, and 1993        F-6

          Notes to Financial Statements -
                 December 31, 1995                              F-7

   (2)  Financial Statement Schedules

          The following financial statement schedule required by
          Regulation S-X is filed herewith at the page indicated:

          Schedule II - Valuation and Qualifying Accounts      S-1

   All 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 inapplicable, and therefore have been omitted.

   (3)  Exhibits


   3.1   Restated  Certificate  of  Incorporation  of   El
          ectrosource,   Inc.   (filed   as   Exhibit   3.1    to
          Electrosource, Inc., Registration Statement on Form  10
          filed   October  19,  1987,  as  amended  by   Form   8
          Amendments filed January 8, 1988 and January  13,  1988
          (hereinafter   referred   to   as   "Form   10")    and
          incorporated herein by reference).

   3.2   Certificate of Designation, Preferences, Rights  and
          Limitations  of  1992  Series  A  Preferred  Stock  and
          Series  A-1 Preferred Stock of Electrosource,  Inc.  as
          filed  of  record with the Delaware Secretary of  State
          on   January  15,  1992  (filed  as  Exhibit   4.1   to
          Electrosource,  Inc.  Form  8-K  Current   Report   for
          Issuers  Subject to the 1934 Act Reporting Requirements
          filed  December  24,  1991 and incorporated  herein  by
          reference).

   3.3   Amendment  to Restated Certificate of  Incorporation
          of  Electrosource, Inc., increase in authorized  shares
          to   50,000,000  shares  (filed  as  Exhibit   3.1   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter ended June 30, 1995, and incorporated herein by
          reference).

   3.4   Amendment to Restated Certificate of Incorporation
          of  Electrosource, Inc., elimination of Certificate  of
          Designation for Series A and Series A-1 Preferred Stock
          (filed as Exhibit 3.2 to Electrosource, Inc., Quarterly
          Report  on  Form 10-Q for quarter ended June 30,  1995,
          and incorporated hereby by reference).

   3.5   Bylaws of Electrosource, Inc. (filed as Exhibit  3.2
          to Form 10 and incorporated herein by reference).

   3.6   Amendment   to   Bylaws  of   Electrosource,   Inc.,
          pursuant  to a Certificate of Secretary dated  May  25,
          1990  (filed  as  Exhibit 3.3 to  Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1991,  and  incorporated   herein   by
          reference).

   3.7   Amendment  to  Bylaws of Electrosource,  Inc.  dated
          November   3,   1993   (filed   as   Exhibit   3.5   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1993, and  incorporated
          herein by reference).

   3.8   Amendment  to  Bylaws of Electrosource,  Inc.  dated
          June  23, 1994, (filed as Exhibit 3.6 to Electrosource,
          Inc.,  Annual Report filed on Form 10-K for the  period
          ended December 31, 1994).

   10.1   Sublicense  Agreement dated as of October  5,  1987
          between  Electrosource, Inc., and Tracor,  Inc.  (filed
          as  Exhibit 10.4 to Form 10 and incorporated herein  by
          reference).

   10.2   Patent  and Technology Exclusive License  Agreement
          dated  August  14,  1984,  between  Tracor,  Inc.,  and
          Blanyer-Mathews  Associates,  Inc.  ("BMA")  (filed  as
          Exhibit  10.9 to Form S-1 Registration Statement,  file
          number  33-30486,  filed August 14,  1989,  hereinafter
          referred  to as "Form S-1," and incorporated herein  by
          reference).

   10.3   Amendment   to  Patent  and  Technology   Exclusive
          License  Agreement dated May 29, 1987, between  Tracor,
          Inc.,  and BMA (filed as Exhibit 10.10 to Form S-1  and
          incorporated herein by reference).

   10.4   Warrant  to  purchase  up  to  50,000   shares   of
          Electrosource,  Inc., Common Stock, issued  to  BMA  on
          April 12, 1988 (filed as Exhibit 10.11 to Form S-1  and
          incorporated herein by reference).

   10.5   Bonus  Royalty Agreement dated May 26, 1989,  among
          Electrosource, Inc., Tracor, Inc., and  BMA  (filed  as
          Exhibit 19 to Electrosource, Inc., Quarterly Report  on
          Form  10-Q  for  the quarter ended June 30,  1989,  and
          incorporated herein by reference).

   10.6   Amendment to Bonus Royalty Agreement  entered  into
          as  of  November  30, 1989, by and among  BMA,  Tracor,
          Inc.,  and Electrosource, Inc. (filed as Exhibit  10.17
          to   Post  Effective  Amendment  No.  1  to  Form   S-1
          Registration  Statement, file  number  33-34581,  filed
          December  11, 1989 (hereinafter referred to  as  "Post-
          Effective  Amendment No. 1 to Form S-1  filed  December
          11,  1989  (hereinafter referred to as  "Post-Effective
          Amendment") and incorporated herein by reference).

   10.7   Assignment of Patent License dated as  of  May  14,
          1990,  by and between Electrosource, Inc., and  Tracor,
          Inc.  (joined  by  BMA for limited  purposes  described
          therein)  (filed  as  Exhibit 10.20  to  the  Company's
          Annual  Report  on  Form  10-K  for  the  period  ended
          December  31,  1990,  hereinafter referred  to  as  the
          "1990   Form   10-K,"   and  hereby   incorporated   by
          reference).

   10.8   Letter  Agreement  dated as  of  January  15,  1991
          between  Electrosource, Inc., and BMA (filed as Exhibit
          10.21   to   the   Company's  1990   Form   10-K,   and
          incorporated herein by reference).

   10.9   License  Modification Agreement dated  January  16,
          1992,  between  Blanyer  Mathews  &  Associates,  Inc.,
          Electrosource, Inc., and Battery Horizons, Ltd.  (filed
          as  Exhibit 10.23 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1991,
          and incorporated herein by reference).

   10.10  First  Amendment to Assignment of  Patent  License
          dated  April 2, 1992, between Electrosource,  Inc.  and
          Tracor,  Inc.  (filed  as Exhibit  10.58  to  Company's
          Registration   Statement  on  Form  S-1   [Registration
          Statement  No.  33-65248]  filed  June  30,  1993,  and
          incorporated herein by reference).

   10.11  Lease  Agreement dated December 9,  1987,  between
          Electrosource,   Inc.,   and   Crow-Gottesman-Hill,   a
          Limited Partnership (filed as Exhibit 10.15 to Form  S-
          1 and incorporated herein by reference).

   10.12  Lease  Agreement  between  AEtna  Life   Insurance
          Company  and  Electrosource, Inc., dated  February  22,
          1992  (filed  as Exhibit 10.25 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1991,  and  incorporated   herein   by
          reference).

   10.13  First  Amendment to Lease Agreement between  AEtna
          Life  Insurance Company and Electrosource, Inc.,  dated
          February   24,   1993  (filed  as  Exhibit   10.27   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

   10.14  Second Amendment to Lease Agreement between  Aetna
          Life  Insurance Comopany and Electrosource, Inc., dated
          March 1, 1996.

   10.15  Securities Purchase Agreement dated  December  12,
          1991,  between  the  registrant and  Battery  Horizons,
          Ltd.  ("BHL"),  (filed as Exhibit 2.1 to  the  December
          24,   1991   Form  8-K,  and  incorporated  herein   by
          reference).

   10.16  Amendment  to Securities Purchase Agreement  dated
          as  of January 7, 1992, between the registrant and  BHL
          (filed as Exhibit 2.2 to the December 24, 1991 Form  8-
          K and incorporated herein by reference).

   10.17  Second Amendment to Securities Purchase  Agreement
          dated  January  16,  1992, between registrant  and  BHL
          (filed as Exhibit 2.3 to the December 24, 1991 Form  8-
          K and incorporated herein by reference).

   10.18  EPRI  Agreement  RP2415-15 dated  July  20,  1992,
          between   Electrosource,  Inc.,  and   Electric   Power
          Research   Institute  (filed  as   Exhibit   10.42   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

   10.19  EPRI  Agreement RP2415-15, Amendment No.  1  dated
          November  12,  1992, between Electrosource,  Inc.,  and
          Electric  Power  Research Institute (filed  as  Exhibit
          10.43 to Electrosource, Inc., Annual Report on Form 10-
          K   for  the  period  ended  December  31,  1992,   and
          incorporated herein by reference).

   10.20  EPRI  Agreement RP2415-15, Amendment No.  2  dated
          January  27,  1993,  between Electrosource,  Inc.,  and
          Electric  Power  Research Institute (filed  as  Exhibit
          10.44 to Electrosource, Inc., Annual Report on Form 10-
          K   for  the  period  ended  December  31,  1992,   and
          incorporated herein by reference).

   10.21  Amendment  No.  3  to  Agreement   between   Electrosource, Inc.
          and Electric Power Research  Institute, Inc.  dated 
          March 22, 1993 (filed as Exhibit  10.53  to Electrosource, Inc.,
          Annual Report on Form 10-K for the  period  ended December 31, 1993,
          and incorporated herein by reference).

   10.22  Amendment  No.  4  to  Agreement   between   Electrosource, Inc.
          and Electric Power Research  Institute, Inc. dated December 6, 1993
          (filed as Exhibit 10.53  to Company's Registration Statement on
          Form S-1 [Registration  Statement No. 33-73582] filed December 24,
          1993, and incorporated by reference).

   10.23  Business Alliance and License Agreement dated September 17, 1993,
          between Electrosource, Inc., and Electric Power Research Institute
          (filed as Exhibit 10.61 to Company's Registration Statement on 
          Form  S-1 [Registration Statement No. 33-65248] filed June 30, 1993,
          and incorporated herein by reference).*

   10.24  Amendment to Business Alliance and License Agreement dated 
          November 1, 1995, between Electric Power Research Institute and 
          Electrosource, Inc. (filed as Exhibit 10.2 to Form 10-Q for the 
          quarter ended September 30, 1995, and incorporated herein by
          reference).

   10.25  Shareholders  Agreement dated April 25, 1993, between 
          Electrosource, Inc. and BDM Technologies, Inc. (filed as Exhibit 10.60
          to  Company's  Registration Statement on Form S-1 [Registration 
          Statement  No.  33-65248] filed June 30, 1993, and incorporated 
          herein by reference).*

   10.26  Stock Purchase Agreement dated as January 31, 1995, between BDM 
          Technologies, Inc., and Electrosource, Inc., (filed as Exhibit 
          10.46 to Electrosource, Inc., Annual Report on Form 10-K for the
          period ended December 31, 1994, and incorporated herein
          by reference).

   10.27  Operating Lease Agreement between Horizon  Battery
          Technologies,   Inc.,  BDM  Technologies,   Inc.,   and
          Electrosource, Inc., dated June 20, 1994 (filed  as  an
          Exhibit  to  the Company's Form 10-Q/A No.  1  for  the
          period ended June 30, 1994, and incorporated herein  by
          reference).

   10.28  Lease Agreement between William D. McMorris and Horizon Battery
          Technologies, Inc., dated August 17, 1993, (filed as Exhibit 10.42
          to Electrosource, Inc., Annual Report on Form 10-K for the period
          ended December 31, 1994, and incorporated herein by reference).

   10.29  Distributorship Agreement between Mitsui Engineering and Shipbuilding
          Co., Ltd. and Electrosource, Inc., dated July 7, 1994 (filed as
          an Exhibit to the Company's Form 10-Q/A No. 1 for the period 
          ended June 30, 1994, and incorporated herein by reference).

   10.30  A Convertible Promissory Note in favor of Mitsui Engineering and
          Shipbuilding Co., Ltd. was dated October 26, 1994 (filed as an 
          Exhibit to the Company's October 26, 1994, Form 8-K and 
          incorporated herein by reference).

   10.31  The   Note   Purchase  Agreement  between   Mitsui
          Engineering    and   Shipbuilding   Co.,    Ltd.    and
          Electrosource, Inc., dated October 26, 1994  (filed  as
          an  Exhibit to the Company's October 26, 1994, Form 8-K
          and incorporated herein by reference).

   10.32  Notice of Intent to Terminate Distributorship
          Agreement  between Mitsui Engineering and  Shipbuilding
          Co.  Ltd.  and Electrosource, Inc., dated  December  5,
          1995 (filed as an Exhibit to the Company's December 22,
          1995, Form 8-K and incorporated herein by reference).

   10.33  A  Convertible Promissory Replacement Note between
          Mitsui   Enginering  and  Shipbuilding  Co.  Ltd.   and
          Electrosource, Inc., dated March 6, 1996.

   10.34  A   Convertible  Promissory  Note  between  Mitsui
          Engineering    and   Shipbuilding    Co.    Ltd.    and
          Electrosource, Inc., dated October 26, 1995.

   10.35  A   Convertible  Promissory  Note  between  Mitsui
          Engineering    and   Shipbuilding    Co.    Ltd.    and
          Electrosource, Inc., dated March 6, 1996.

   10.36  Termination   Agreement   between   Electrosource,
          Inc.,  and Mitsui Engineering & Shipbuilding Co., Ltd.,
          dated March 6, 1996.

   10.37  1992  Electrosource, Inc.,  Loan/Warrant  Program,
          Note  (filed  as Exhibit 10.53 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1992,  and  incorporated   herein   by
          reference).

   10.38  1992  Electrosource, Inc.,  Loan/Warrant  Program,
          Warrant  (filed  as  Exhibit 10.54  to   Electrosource,
          Inc.,  Annual Report on Form 10-K for the period  ended
          December   31,   1992,  and  incorporated   herein   by
          reference).

   10.39  1992  Electrosource, Inc.,  Loan/Warrant  Program,
          Security  Agreement with Addendum and  First  Amendment
          (filed  as Exhibit 10.55 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1992, and incorporated herein by reference).

   10.40  1993  Electrosource, Inc.,  Loan/Warrant  Program,
          Note  (with  schedule)  (filed  as  Exhibit  10.56   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

   10.41  1993  Electrosource, Inc.,  Loan/Warrant  Program,
          Warrant  (with  schedule) (filed as  Exhibit  10.57  to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

   10.42  Offshore Securities Subscription Agreement between
          Williams  DeBroe,  a British institutional  buyer,  and
          Electrosource, Inc., dated June 13, 1994 (filed  as  an
          Exhibit  to the Company's July 21, 1994, Form  8-K  and
          incorporated herein by reference).

   10.43  Representative Subscription Agreement entered into
          by  each participant with Electrosource, dated  on  the
          date of execution (filed as an Exhibit to the Company's
          October  18, 1994, Form 8-K and incorporated herein  by
          reference).

   10.44  Offshore Securities Subscription Agreement between
          Rosehouse  Ltd.,  a Bermuda-based institutional  buyer,
          and  Electrosource, Inc., dated January 25, 1995 (filed
          as an Exhibit to the Company's January 26, 1995, Form 8-
          K and incorporated herein by reference).

   10.45  Offshore  Securities Subscription  Agreement
          between  Rosehouse Ltd., a Bermuda-based  institutional
          buyer,  and  Electrosource, Inc., dated March  9,  1995
          (filed  as an Exhibit to the Company's March 10,  1995,
          Form 8-K and incorporated herein by reference).

   10.46  Offshore  Securities Subscription  Agreement
          between  Rosehouse Ltd., a Bermuda-based  institutional
          Buyer   with   Form  of  Convertible   Debenture,   and
          Electrosource,  Inc., dated April  4,  1995  (filed  as
          Exhibits to the Company's April 12, 1995, Form 8-K  and
          incorporated hereby by reference).

   10.47  Warrant to purchase up to 54,237  shares  of
          Electrosource, Inc., Common Stock, issued to  Rosehouse
          Ltd.,  a Bermuda-based institutional buyer, dated April
          5, 1995 (filed as an Exhibit to the Company's April 12,
          1995,  Form 8-K and incorporated herein by reference).

   10.48  Letter Agreement between Rosehouse  Ltd.,  a
          Bermuda-based  institutional buyer, and  Electrosource,
          Inc.,  dated  July 25, 1995 (filed as  Exhibit  4.7  to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter ended June 30, 1995, and incorporated herein by
          reference).

   10.49  Letter  Agreement between  ACM  Advisors  of
          Zurich,  Switzerland,  and Electrosource,  Inc.,  dated
          July  27,  1995 (filed as Exhibit 4.8 to Electrosource,
          Inc.,  Quarterly Report on Form 10-Q for quarter  ended
          June 30, 1995, and incorporated hereby by reference).

   10.50  Offshore  Securities Subscription  Agreement
          between  Rosehouse Ltd., a Bermuda-based  institutional
          buyer,  and  Electrosource, Inc., dated July  27,  1995
          (filed   as   Exhibit  4.10  to  Electrosource,   Inc.,
          Quarterly  Report on Form 10-Q for quarter  ended  June
          30, 1995, and incorporated herein by reference).

   10.51  Form  of 10% Convertible Debentures  entered
          into  by  each  participant with  Electrosource,  Inc.,
          dated   July  27,  1995  (filed  as  Exhibit   4.9   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter ended June 30, 1995, and incorporated herein by
          reference).

   10.52  Warrant to purchase up to 1,000,000 shares of
          Electrosource,  Inc.,  Common  Stock,  issued  to   ACM
          Advisors,  Zurich,  Switzerland, dated  July  27,  1995
          (filed as Exhibit 4.5 to Electrosource, Inc., Quarterly
          Report  of  Form 10-Q for quarter ended June 30,  1995,
          and incorporated herein by reference).

   10.53  Warrant to purchase up to 1,000,000 shares of
          Electrosource,  Inc.,  Common  Stock,  issued  to   ACM
          Advisors,  Zurich,  Switzerland, dated  July  27,  1995
          (filed as Exhibit 4.6 to Electrosource, Inc., Quarterly
          Report  on  Form 10-Q for quarter ended June 30,  1995,
          and incorporated herein by reference).

   10.54  Warrant to purchase up to 250,000 shares  of
          Electrosource, Inc., Common Stock, issued to  Rosehouse
          Ltd.,  a Bermuda-based institutional buyer, dated  July
          27,  1995 (filed as Exhibit 4.4 to Electrosource, Inc.,
          Quarterly  Report on Form 10-Q for quarter  ended  June
          30, 1995, and incorporated herein by reference).

   10.55  Representative Subscription Agreement entered
          into  by  each  participant with  Electrosource,  Inc.,
          dated on the date of execution (filed as Exhibit 4.1 to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference.).

   10.56  Letter Agreement between Shoreline  Pacific,
          an  institutional buyer, and Electrosource, Inc., dated
          October 3, 1995 (filed as Exhibit 4.2 to Electrosource,
          Inc.,  Quarterly Report on Form 10-Q for quarter  ended
          September   30,  1995,  and  incorporated   herein   by
          reference).

   10.57  Offshore  Securities Subscription  Agreement
          between  participants  and Electrosource,  Inc.,  dated
          October   10,   1995   (filed   as   Exhibit   4.3   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference).

   10.58  Letter Agreement between Shoreline  Pacific,
          an  institutional buyer, and Electrosource, Inc., dated
          October   25,   1995   (filed   as   Exhibit   4.4   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference).

   10.59  Offshore  Securities Subscription  Agreement
          between  participants  and Electrosource,  Inc.,  dated
          November   29,   1995   (filed  as   Exhibit   4.5   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference).

   10.60  Form  of  8% Convertible Debentures  entered
          into  by  each  participant with  Electrosource,  Inc.,
          dated  November  29,  1995 (filed  as  Exhibit  4.6  to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference).

   10.61  Subcontract Number 21614-TTS-7 between AECT, Inc.,
          and  Electrosource, Inc., dated March 21, 1994,  (filed
          as  Exhibit 10.43 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1994,
          and incorporated herein by reference).

   10.62  Purchase Agreement between Quantum Energy  Systems
          and  Technology  LLC  and  Electrosource,  Inc.,  dated
          November   14,  1994,  (filed  as  Exhibit   10.44   to
          Electrosource, Inc., Annual Report on Form 10-K for the
          period ended December 31, 1994, and incorporated herein
          by reference).

   10.63  Equipment Lease Agreement dated April 6, 1995
          between  Ally  Capital Corporation  and  Electrosource,
          Inc.  (filed  as  Exhibit 10.1 to Electrosource,  Inc.,
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          September   30,  1995,  and  incorporated   herein   by
          reference.

   10.64  Warrant to purchase up to 50,000  shares  of
          Electrosource,  Inc.,  Common  Stock,  issued  to  Ally
          Capital  Management Inc. on April 17,  1995  (filed  as
          Exhibit 4.1 to Electrosource, Inc., Quarterly Report on
          Form  10-Q  for  the quarter ended June 30,  1995,  and
          incorporated herein by reference.

   10.65  Equipment Lease Agreement dated September 7, 1995,
          between  Salem  Capital Corporation and  Electrosource,
          Inc.

   10.66  Warrant to purchase up to 90,000  shares  of
          Electrosource,   Inc.,   Common   Stock,   issued    to
          Oppenheimer  &  Co.,  Inc. (Investment  Bankers)  dated
          April  28, 1995 (filed as Exhibit 4.2 to Electrosource,
          Inc.,  Quarterly  Report on Form 10-Q for  the  quarter
          ended  June  30,  1995,  and  incorporated  herein   by
          reference).

   10.67  National  Association of Securities  Dealers
          Automated  Quotation  System Oral Hearing  Notification
          (filed  as  an  Exhibit to the Company's  December  22,
          1995, Form 8-K and incorporated herein by reference).

   10.68  Development  Agreement  and  Agreement   for
          Purchase    of    Machinery   and   Supplies    between
          Electrosource,   Inc.,   and   Charles    L.    Mathews
          ("Contractor") dated November 1, 1995.

   10.69  Purchase Order Between Chrysler  Corporation
          and Electrosource, Inc., dated January 9, 1996.

   10.70  Agreement  for  Aircraft  Starting  Battery
          Distribution between Electrosource, Inc.,  and  Horizon
          Aviation, Inc. dated February 13, 1996.

   10.71  Joint   Development   Agreement    between
          Electrosource,  Inc., and Black & Decker  (U.S.)  Inc.,
          dated March 8, 1996.

The following  exhibits filed under Paragraph 10 of Item 601  are
the Company's compensation plans and arrangements:

   10.72  Form of Director Indemnification Agreement (filed as Exhibit
          10.8 to Electrosource, Inc., Annual Report on Form 10-K
          for   the   period  ended  December   31,   1987,   and
          incorporated herein by reference).

   10.73  Director  Indemnification Agreement dated  January  16,
          1992,  between Electrosource, Inc., and Charles Mathews
          (filed  as Exhibit 10.26 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1991, and incorporated herein by reference).

   10.74  Director  Indemnification Agreement dated  January
          16,  1992,  between Electrosource, Inc., and  Benny  E.
          Jay  (filed  as  Exhibit 10.27 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1991,  and  incorporated   herein   by
          reference).

   10.75  Director Indemnification Agreement dated  February
          12,  1992,  between  Electrosource,  Inc.,  and  Donald
          Thomas (filed as Exhibit 10.28 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1991,  and  incorporated   herein   by
          reference).

   10.76  Director Indemnification Agreement dated  February
          12,  1992,  between  Electrosource,  Inc.,  and  Robert
          Trembath  (filed  as  Exhibit 10.29  to  Electrosource,
          Inc.,  Annual Report on Form 10-K for the period  ended
          December   31,   1991,  and  incorporated   herein   by
          reference).

   10.77  Director Indemnification Agreement dated  February
          12,  1992, between Electrosource, Inc., and John Malone
          (filed  as Exhibit 10.30 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1991, and incorporated herein by reference).

   10.78  Director Indemnification Agreement dated  November
          4,  1992,  between Electrosource, Inc., and  Thomas  S.
          Wilson (filed as Exhibit 10.41 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1992,  and  incorporated   herein   by
          reference).

   10.79  Director  Indemnification  Agreement  dated  April
          17,  1993,  between Electrosource, Inc.,  and  John  H.
          Akin  (filed  as Exhibit 10.55 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1993,  and  incorporated   herein   by
          reference).

   10.80  Director Indemnification Agreement dated  June  1,
          1993,  between  Electrosource, Inc., and  Frank  Butler
          (filed  as Exhibit 10.56 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1993, and incorporated herein by reference).

   10.81  Director Indemnification Agreement dated September 1, 1993, 
          between Electrosource, Inc., and  Dr. Norman Hackerman (filed as
          Exhibit 10-57 to Electrosource, Inc., Annual Report on  
          Form  10-K for the  period  ended December 31, 1993, and 
          incorporated herein by reference).

   10.82  Director Indemnification Agreement dated September  1,  1993, 
          between Electrosource, Inc., and Todd Templeton (filed as Exhibit 
          10-58 to Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1993, and  incorporated
          herein by reference)

   10.83  Director Indemnification Agreement dated June  23,
          1994,  between  Electrosource,  Inc.,  and  Michael  G.
          Semmens,  (filed  as  Exhibit 10.72  to  Electrosource,
          Inc.,  Annual Report on Form 10-K for the period  ended
          December   31,   1994,  and  incorporated   herein   by
          reference).

   10.84  Director Indemnification Agreement dated  November
          2,  1994,  between Electrosource, Inc., and Richard  S.
          Williamson,  (filed as Exhibit 10.73 to  Electrosource,
          Inc.,  Annual Report on Form 10-K for the period  ended
          December   31,   1994,  and  incorporated   herein   by
          reference).

   10.85  Director Indemnification Agreement dated June
          22,  1995,  between  Electrosource,  Inc.,  and  Nathan
          Morton  (filed as Exhibit 10.2 to Electrosource,  Inc.,
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          June 30, 1995, and incorporated herein by reference).

   10.86  Director Indemnification Agreement dated June
          22,  1995, between Electrosource, Inc., and William  R.
          Graham  (filed as Exhibit 10.1 to Electrosource,  Inc.,
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          June 30, 1995, and incorporated herein by reference).

   10.87  1987  Stock  Option  Plan of  Electrosource,  Inc.
          (filed  as  Annex  A,  pages  44  to  48  of  Company's
          Information  Statement  filed  October  16,  1987,  and
          incorporated herein by reference).

   10.88  Amendment  No.  1  to 1987 Stock  Option  Plan  of
          Electrosource,  Inc., dated February 19,  1992   (filed
          as  Exhibit 4.3 to Company's Registration Statement  on
          Form  S-8  [Registration Statement No. 33-49049]  filed
          June 30, 1992, and incorporated herein by reference).

   10.89  Amendment  No.  2  to 1987 Stock  Option  Plan  of
          Electrosource,   Inc.  (filed  as  Exhibit   10.36   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

   10.90  1988   Non-Employee  Director   Option   Plan   of
          Electrosource, Inc. (filed as Exhibit 4.2 to  Company's
          Registration   Statement  on  Form  S-8   [Registration
          Statement  No.  33-22223]  filed  June  7,  1988,   and
          incorporated herein by reference).

   10.91  Amendment  No.  1  to 1988  Non-Employee  Director
          Stock  Option  Plan (filed as Exhibit 4.3 to  Company's
          Registration   Statement  on  Form  S-8   [Registration
          Statement  No.  33-49042]  filed  July  12,  1990,  and
          incorporated herein by reference).

   10.92  Amendment  No.  2  to 1988  Non-Employee  Director
          Stock  Option  Plan (filed as Exhibit 4.4 to  Company's
          Registration   Statement  on  Form  S-8   [Registration
          Statement  No.  33-49042]  filed  June  30,  1992,  and
          incorporated herein by reference).

   10.93  Amendment  No.  3  to 1988  Non-Employee  Director
          Stock   Option   Plan  (filed  as  Exhibit   10.40   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

   10.94  Amendment No. 4 to 1988 Non-Employee Director
          Stock   Option   Plan  (filed  as   Exhibit   10.3   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          the  quarter  ended  June  30, 1995,  and  incorporated
          herein by reference).

   10.95  1993 Non-Employee Consultant Stock Option Plan for
          Electrosource,   Inc.  (filed   as   Exhibit   4.2   to
          Registration   Statement  on  Form  S-8   [Registration
          Statement No. 33-65386]).

   10.96  1994 Stock Option Plan of Electrosource, Inc.
          (filed   as   Exhibit  10.4  to  Electrosource,   Inc.,
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          June 30, 1995, and incorporated herein by reference).

   10.97  Consulting Agreement dated June 26, 1989,  between
          Electrosource,  Inc.,  and  R.  J.  Blanyer  (filed  as
          Exhibit   10.18   to   Post-Effective   Amendment   and
          incorporated herein by reference).

   10.98  Consulting Agreement dated July 1,  1989,  between
          Electrosource,  Inc.,  and Charles  Mathews  (filed  as
          Exhibit   10.19   to   Post-Effective   Amendment   and
          incorporated herein by reference).

   10.99  Consulting  Agreement  dated  November   1,   1995
          between Electrosource, Inc., and Charles L. Mathews.

   10.100 Consulting Agreement effective December 30,  1991
          between  Electrosource, Inc., and Mark A.  Huse  (filed
          as  Exhibit 10.22 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1991,
          and incorporated herein by reference).

   10.101 Consulting  Agreement dated  September  1,  1992,
          between   Electrosource,  Inc.,  and  Norman  Hackerman
          (filed  as Exhibit 10.45 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1992, and incorporated herein by reference).

   10.102 Consulting  Agreement  dated  August   1,   1993,
          between  Electrosource,  Inc.,  and  Norman  Hackerman,
          (filed  as Exhibit 10.71 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1994, and incorporated herein by reference).

   10.103 Agreement  dated  December  19,   1995,   between
          Electrosource, Inc., and Robert M. Trembath.

   10.104 Consulting  Agreement  dated  January  1,   1993,
          between  Electrosource, Inc., and Robert Holden  (filed
          as  Exhibit 10.46 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1992,
          and incorporated herein by reference).

   10.105 Consulting  Agreement  dated  January  1,   1993,
          between  Electrosource, Inc., and  Wilburn  B.  Laubach
          (filed  as Exhibit 10.48 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1992, and incorporated herein by reference).

   10.106 Consulting  Agreement  dated  February  5,  1992,
          between Electrosource, Inc., and John D. Malone  (filed
          as  Exhibit 10.49 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1992,
          and incorporated herein by reference).

   10.107 Consulting  Agreement  dated   March   1,   1992,
          between  Electrosource, Inc.,  and  C.  R.  Kline,  Jr.
          (filed  as Exhibit 10.47 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1992, and incorporated herein by reference).

   10.108 Consulting  Agreement  dated  August  11,   1992,
          between Electrosource, Inc., and Ralph E. White  (filed
          as  Exhibit 10.52 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1992,
          and incorporated herein by reference).

   10.109 Letter  Agreement dated August 12, 1993,  between
          Electrosource,  Inc. and John Akin  (filed  as  Exhibit
          10.50  to Company's Registration Statement on Form  S-1
          [Registration  Statement No. 33-65248] filed  June  30,
          1993, and incorporated herein by reference).

   10.110 Consulting Agreement dated July 6, 1994,  between
          Electrosource, Inc., and John M. Lushetsky,  (filed  as
          Exhibit 10.45 to Electrosource, Inc., Annual Report  on
          Form  10-K for the period ended December 31, 1994,  and
          incorporated herein by reference).

   10.111 Consulting Agreement dated September 1, 1995,
          between  Electrosource,  Inc., and  Liviakis  Financial
          Communications, Inc. (filed as Exhibit 10.3 to Form 10-
          Q  for  the  quarter  ended  September  30,  1995,  and
          incorporated herein by reference).

   10.112 Offer  of  Employment  dated  October  11,  1994,
          between  Electrosource, Inc., and Michael L. Weinstein,
          (filed  as Exhibit 10.74 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1994, and incorporated herein by reference).

   10.113 Separation,  Release  and  Indemnity  Agreement   dated
          September  23, 1995, between Electrosource,  Inc.,  and
          Michael L. Weinstein.

   10.114 Offer  of Employment dated May 26, 1994,  between
          Electrosource, Inc., and Michael G. Semmens  (filed  as
          an  Exhibit to the Company's Form 10-Q/A No. 1 for  the
          period ended June 30, 1994, and incorporated herein  by
          reference).

   10.115 Consulting  Agreement  dated  August   1,   1995,
          between Donald C. Perriello and Electrosource, Inc.

   10.116 Consulting  Agreement  dated  December  1,  1995,
          between William Griffin and Electrosource, Inc.

   10.117 Consulting Agreement dated March 4, 1995, between
          Beacon   Advisors,  Inc.  (Langhorne  Reid,  III)   and
          Electrosource, Inc.

   10.118 Consulting  Agreement  dated  January  1,   1996,
          between Jack J. Guy and Electrosource, Inc.

   10.119 Consulting  Agreement  dated  Novemer  15,  1994,
          between Richard C. Baker dba Talbot Management Services
          and Electrosource, Inc.


   24.1   Consent of Ernst & Young LLP.

   27     Financial Data Schedule


* Confidential  treatment of certain information contained  in
  this Agreement has been requested pursuant to Rule 406,  and
  the   Agreement  has  therefore  been  omitted   and   filed
  separately with the Commission.


(b)  Reports on Form 8-K.

     Reports  on Form 8-K filed during the quarter ended December 31, 1995 were:

          October 10, 1995, Restated Financial Statements of December 31, 
             1994, to include recent developments.
          December 22, 1995, Notice of Intent to Terminate Distributorship 
             Agreement between Mitsui Engineering and Shipbuilding Co. Ltd
             and Electrosource, Inc., dated December 5, 1995.
          December 22, 1995, National Association of Securities Dealers
             Automatic Quotation System Oral Hearing Notification.

                           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.
                                   ELECTROSOURCE, INC.

                                   By:      /S/
                                   Michael G. Semmens, President
Date:  March 28, 1996

      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 dates indicated.

Signature                     Title                         Date

      /S/              President, Director            March 28, 1996
Michael G. Semmens     (Chief Executive Officer)

      /S/              Director                       March 28, 1996
William R. Graham

     /S/               Director                       March 28, 1996
Norman Hackerman

     /S/               Director                       March 28, 1996
John D. Malone

     /S/               Director                       March 28, 1996
Charles L. Mathews

     /S/               Director                       March 28, 1996
Nathan Morton

     /S/               Director                       March 28,1996
Richard S. Williamson

     /S/               Director                       March 28, 1996
Thomas S. Wilson


     /S/               Controller/Treasurer          March 28, 1996
Mary Beth Koenig       (Principal Accounting Officer)



                      ELECTROSOURCE, INC.

                  Audited Financial Statements

                        December 31, 1995

Audited Financial Statements


Report of Independent Auditors                              F-2
Balance Sheets                                              F-3
Statements of Operations                                    F-4
Statements of Shareholders' Equity (Deficit)                F-5
Statements of Cash Flows                                    F-6
Notes to Financial Statements                               F-7

                                
                                
                 REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
Electrosource, Inc.

We have audited the accompanying balance sheets of Electrosource,
Inc.,  as  of  December  31,  1995  and  1994,  and  the  related
statements  of  operations, shareholders' equity  (deficit),  and
cash  flows  for  each  of the three years in  the  period  ended
December  31,  1995.   Our  audits also  included  the  financial
statement  schedule  listed in the Index at  Item  14(a).   These
financial statements and schedule are the responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  Electrosource, Inc. at December 31, 1995, and 1994,  and  the
results  of  its operations and its cash flows for  each  of  the
three  years in the period ended December 31, 1995, in conformity
with  generally  accepted accounting principles.   Also,  in  our
opinion,   the   related  financial  statement   schedule,   when
considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information
set forth therein.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As more fully
described in Note N, the Company has incurred recurring operating
losses  and has experienced cash flow shortages at various times.
Management's plans in regard to these matters are also  described
in  Note  N.  These conditions raise substantial doubt about  the
Company's  ability to continue as a going concern.  The financial
statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets
or  the amounts and classification of liabilities that may result
from the outcome of this uncertainty.


Austin, Texas
March 8, 1996, except for Note O,
  as to which the date is March 18, 1996


                       ELECTROSOURCE, INC.
                         BALANCE SHEETS
                                                        December 31
                                                         1995        1994 
ASSETS
                                                                 
CURRENT ASSETS                                                   
  Cash and cash equivalents........................ $ 2,083,032  $  2,193,290
  Trade receivables (net of allowance for doubtful
    accounts of $36,223 in 1995 and $7,500 in 1994)   1,535,749     2,478,311
  Inventories......................................     404,755       231,656
  Prepaid expenses and other assets................     245,133        24,651
TOTAL CURRENT ASSETS...............................   4,268,669     4,927,908
                                                                 
PROPERTY AND EQUIPMENT, Net........................   6,009,334     2,632,049
                                                                 
INTANGIBLE ASSETS                                                
  Technology license agreement.....................   3,048,674     3,048,674
  Purchased technology.............................   2,412,886          
  Less:  Accumulated amortization..................  (1,613,973)   (1,291,104)
NET INTANGIBLE ASSETS..............................   3,847,587     1,757,570
                                                                 
RESTRICTED CASH....................................     744,824
OTHER ASSETS.......................................     406,787
TOTAL ASSETS                                        $15,277,201   $ 9,317,527

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                                                                 
CURRENT LIABILITIES
  Accounts payable................................  $   876,746   $ 1,221,432
  Accrued salaries and employee benefits..........      306,579       449,735
  Other accrued liabilities.......................      931,341       203,369
  Current portion of capital lease obligations....      598,420        21,760
  Deferred revenue................................                  1,000,000
TOTAL CURRENT LIABILITIES.........................    2,713,086     2,896,296
                                                                 
CONVERTIBLE NOTES PAYABLE.........................    8,020,000     3,800,000
TECHNOLOGY LICENSE PAYABLE........................    2,178,014     3,271,343
CAPITAL LEASE OBLIGATIONS (less current portion)..    1,126,252        35,337

COMMITMENTS AND CONTINGENCIES (Note H)                           
                                                                 
SHAREHOLDERS' EQUITY  (DEFICIT)                                  
  Common Stock, par value $0.10 per share; authorized
    50,000,000 shares, shares issued and outstanding:
    30,137,826 in 1995 and 15,134,463 in 1994.....    3,013,782     1,513,446
  Preferred Stock, par value $1.00 per share; 
    authorized 10,000,00 shares, no shares issued 
    or outstanding................................           
  Warrants........................................           
  Paid in capital.................................   33,685,800    15,356,043
  Accumulated deficit.............................  (35,459,733)  (17,554,938)
                                                      1,239,849      (685,449)
TOTAL LIABILITIES AND SHAREHOLDERS' 
  EQUITY (DEFICIT)                                  $15,277,201   $ 9,317,527

See notes to financial statements.


                       ELECTROSOURCE, INC.

                    STATEMENTS OF OPERATIONS

                                         For the years ended December 31
                                         1995           1994        1993  
REVENUES                                                            
  Battery sales......................  $  1,195,597  $   377,666  $       
  Project revenue....................       989,433    2,901,690   2,967,097
  License fees.......................     1,000,000      800,000           
  Revenue from joint venture partner.                    410,414     339,761  
  Royalty revenue....................                     50,000      50,000
  Interest income....................        93,354       74,400      15,712
                                          3,278,384    4,614,170   3,372,570  
                                                                    
COSTS and EXPENSES                                                  
  Manufacturing......................     9,365,660    2,210,748           
  Selling, general and administrative     6,329,776    4,485,650   1,586,829  
  Research  and development..........     3,454,578    1,932,685   1,530,132  
  Technology license and royalties...       110,000    3,929,350     110,000  
  Depreciation and amortization......     1,167,461      446,602     272,885  
  Interest expense...................       635,704       72,000      70,000
                                         21,063,179   13,077,035   3,569,846
LOSS BEFORE INCOME TAXES.............   (17,784,795)  (8,462,865)   (197,276)
                                                                    
INCOME TAXES (FOREIGN)...............       120,000       80,000           
                                                                    
NET LOSS.............................  $(17,904,795) $(8,542,865)  $(197,276)

LOSS PER SHARE.......................        $(0.85)      $(0.61)     $(0.03)  
                                                                    
AVERAGE SHARES OUTSTANDING...........    21,009,422   14,106,358   6,806,901  

See notes to financial statements.


                       ELECTROSOURCE, INC.
<TABLE>
          STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                
      For the years ended December 31, 1995, 1994, and 1993

<CAPTION>
                                                                                                      Total
                                                                                                   Shareholders'
                                              Common    Preferred     Paid In      Accumulated         Equity
                                               Stock       Stock      Capital       (Deficit)        (Deficit)



<S>                                        <C>         <C>          <C>           <C>            <C>         
Balance at January 1, 1993...............  $  614,680  $ 1,280,000  $  9,341,218  $ (8,814,797)  $  2,421,101
Preferred stock conversion(6,400,000 shs)     640,000   (1,280,000)      640,000              
Warrants exercised(452,000 shares).......      45,200                    846,800                      892,000 
Stock options exercised(174,000 shares)        17,400                    189,156                      206,556
Net loss for year ended December 31, 1993                                             (197,276)      (197,276)
Balance at December 31, 1993.............   1,317,280                 11,017,174    (9,012,073)     3,322,381
                                                                      
Stock options exercised(128,166 shares)..      12,816                    131,189                      144,005
Warrants exercised(148,000 shares).......      14,800                    318,200                      333,000
Shares issued in Regulation S offering
  (1,200,000 shares).....................     120,000                  2,551,556                    2,671,556
Shares issued in Regulation D offering
  (485,500 shares).......................      48,550                  1,337,924                    1,386,474
Net loss for year ended December 31, 1994                                           (8,542,865)    (8,542,865)
Balance at December 31, 1994.............   1,513,446                 15,356,043   (17,554,938)      (685,449)
                                                                      
Shares issued in Regulation S offering
  (2,051,282  shares)....................     205,128                  2,794,872                    3,000,000
Shares issued in Regulation S offering
  (500,000 shares).......................      50,000                    950,000                    1,000,000
Shares issued for Technology License
  (666,664 shares).......................      66,666                  1,026,664                    1,093,330
Stock options exercised(119,500 shares)..      11,950                    131,595                      143,545
Conversion of Convertible Notes Payable
  (6,171,227 shares).....................     617,123                  7,266,104                    7,883,227
Shares issued for consulting services
  (1,360,000 shares).....................     136,000                  1,332,800                    1,468,800
Shares issued in Regulation D offering
  (806,333 shares).......................      80,633                    806,333                      886,966
Shares issued in Regulation S offering
  (1,170,357 shares).....................     117,036                  1,242,964                    1,360,000
Shares issued for equipment and purchased
  technology(2,158,000 shares)...........     215,800                  2,778,425                    2,994,225
Net loss for year ended December 31, 1995                                          (17,904,795)   (17,904,795)
Balance at December 31, 1995.............  $3,013,782                $33,685,800  $(35,459,733)   $ 1,239,849

</TABLE>
See notes to financial statements.


                       ELECTROSOURCE, INC.
                    STATEMENTS OF CASH FLOWS
                                          For the years ended December 31
                                          1995          1994          1993
OPERATING ACTIVITIES                                         
  Net loss..........................  $(17,904,795)  $(8,542,865)  $ (197,276)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
  Common Stock issued for
    Technology License..............                   3,271,343
  Common Stock issued for
    consulting services.............     1,468,800  
  Depreciation......................       844,592       257,782       84,065
  Amortization of intangible 
    assets..........................       322,869       188,820      188,820  
  Amortization of deferred
    financing costs.................       104,891  
  Amortization of prepaid
    royalties.......................                                   75,000  
  Interest expense converted
    to note payable.................       190,000                      
  Decrease in deferred revenue......    (1,000,000)
  Loss on sale of equipment.........                                   32,826  
Changes in operating assets                                  
and liabilities:
  (Increase)/decrease in trade
    receivables.....................       942,562       (39,929)  (1,432,451)
  Increase in inventories...........      (173,099)     (231,656)
  (Increase)/decrease in prepaid 
    expenses and other assets.......      (220,482)       12,429      (20,568)
  Increase in accounts payable, 
    accrued salaries and employee                       
    benefits and accrued liabilities       240,130      1,280,005     413,983
NET CASH USED IN OPERATING
ACTIVITIES .........................   (15,184,532)    (3,804,071)   (855,601) 
                                                             
INVESTING ACTIVITIES 
  Purchases of property                                   
    and equipment, net.............     (3,640,537)    (2,603,218)   (122,569)
CASH USED IN INVESTING   
ACTIVITIES.........................     (3,640,537)    (2,603,218)   (122,569) 
                                                             
FINANCING ACTIVITIES 
  Proceeds from convertible
    notes payable..................     12,780,000      3,800,000     550,000
  Payment of notes payable                                
    and capital lease obligations..       (330,490)      (735,179)     (4,015)
  Proceeds from issuance
    of common stock................      6,390,511      4,535,035   1,098,556
  Proceeds from sale and  
    leaseback transactions.........      1,998,064
  Debt issuance and lease   
    financing costs................     (1,378,450)
  Increase in restricted cash......       (744,824)                           
CASH PROVIDED BY FINANCING 
ACTIVITIES.........................     18,714,811      7,599,856   1,644,541
                                                             
INCREASE/(DECREASE) IN CASH                                  
AND CASH EQUIVALENTS...............       (110,258)     1,192,567     666,371
                                                             
Cash and cash equivalents at                                 
  beginning of period..............      2,193,290      1,000,723     334,352
                                                             
CASH AND CASH EQUIVALENTS AT                                 
END OF PERIOD......................    $ 2,083,032    $ 2,193,290 $ 1,000,723

See notes to financial statements.

                  NOTES TO FINANCIAL STATEMENTS

                       ELECTROSOURCE, INC.

                        December 31, 1995

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization:    Electrosource,   Inc.   (the   "Company")    was
incorporated  as  a Delaware corporation on June  3,  1987.   The
Company designs and manufactures advanced lead-acid batteries for
use  in  four major markets: motive power, portable power,  power
management, and starting applications.  The majority  of  revenue
recognized  through  December 31, 1995, has been  generated  from
domestic customers.

During  1993,  the  Company and BDM Technologies,  Inc.  ("BDM"),
under  a strategic alliance, formed Horizon Battery Technologies,
Inc.  ("HBTI")  in  order  to establish  and  operate  a  limited
capability  facility  for manufacturing  and  producing  advanced
technology  batteries.  Each partner maintained a  50%  interest.
During 1994, the Company finalized a Technology License Agreement
with  BDM  and  obtained  an exclusive  license  to  use  certain
technologies  under  development by BDM for  the  manufacture  of
batteries.  In addition, the Company purchased BDM's interest  in
HBTI for 100,000 shares of Common Stock (See also Note G).

Development Stage Company: Prior to 1995, the Company had been  a
"development stage company" for financial reporting purposes.  In
1995,  the  Company increased activity at its San  Marcos,  Texas
manufacturing  facility and has earned significant  revenue  from
its  intended  operations.  Accordingly, the  Company  no  longer
reports as a "development stage company".

Cash   and  Cash  Equivalents:   The  Company's  cash  and   cash
equivalents  consist of cash and short-term  investments  with  a
maturity of three months or less when purchased.

Inventories:  Inventories are stated at the lower of cost (first-
in-first-out method) or market value.

Property  and Equipment:  Property and equipment are recorded  at
cost.   The  Company has also capitalized equipment in accordance
with  the terms of related leases.  Depreciation of property  and
equipment  (including amounts recorded under capitalized  leases)
is  computed  using the straight-line method over  the  estimated
useful  lives of the assets or the respective lease term, ranging
from 3 to 10 years.

Technology  License  Agreement  and  Purchased  Technology:   The
Company  has  been  assigned  all  license  rights  relating   to
coextruded wire by the original licensee (See Note D).  The  cost
of  this  license is being amortized over the legal life  of  the
patent  on  the technology (17 years).  On November 1, 1995,  the
Company   obtained   intellectual  property   rights   (purchased
technology) developed under a Research and Development  Agreement
(See  Notes  D and J).  The cost of this purchased technology  is
being   amortized  over  three  years.   On  an  ongoing   basis,
management  reviews  the  valuation  and  amortization   of   its
intangibles,   taking   into   consideration   any   events    or
circumstances which might have diminished their value.

Stock   Compensation:  The  Company  accounts   for   its   stock
compensation  arrangements  under  the  provisions  of  APB   25,
"Accounting  for  Stock  Issued to  Employees,"  and  intends  to
continue to do so.

Earnings (Loss) Per Share:  Earnings (loss) per share is based on
the  average number of shares of common stock outstanding  during
each  period.   Since the Company has experienced  net  operating
losses, outstanding options and warrants to purchase common stock
have  an  antidilutive effect.  Therefore, options  and  warrants
were not included in the earnings (loss) per share calculation.

Business Segments:  The Company is engaged in the manufacture  of
advanced  lead-acid,  rechargeable  storage  batteries  and   the
development  of related processes and technologies.  Accordingly,
the  Company  considers itself to be operating  in  one  business
segment.

Income  Taxes:   The Company reports income taxes  in  accordance
with  the  Financial Accounting Standards Board's  Statement   of
Financial   Accounting   Standards   No.  109,  "Accounting   for
Income Taxes" ("SFAS  109").  SFAS 109 requires that deferred tax
assets  and  liabilities be determined based  on  the  difference
between  the  financial statement and tax  bases  of  assets  and
liabilities  using enacted tax rates in effect for the  years  in
which the differences are expected to reverse.

Use  of  Estimates:  The preparation of financial  statements  in
conformity with generally accepted accounting principles requires
management  to  make estimates and assumptions  that  affect  the
amounts  reported  in the financial statements  and  accompanying
notes.  Actual results could differ from those estimates.

Reclassification:  Certain reclassifications have  been  made  to
the   1994   financial  statements  to  conform  with  the   1995
presentation.


NOTE B - INVENTORIES
                                                        
                                        1995        1994
                                                        
      Raw materials                   $289,725    $217,675
      Work in progress                  80,729      13,981
      Finished goods                    34,301
                                      $404,755    $231,656

NOTE C - PROPERTY AND EQUIPMENT
                                                        
                                          1995           1994
                                                 
     Office equipment                 $  739,677      $  390,546
     Production equipment              4,157,700       1,379,206    
     Lab equipment                     1,182,472         423,799
     Leasehold improvements            1,468,384       1,132,805
                                       7,548,233       3,326,356
     Less - accumulated depreciation 
       and amortization               (1,538,899)       (694,307)
     Total Property and Equipment     $6,009,334      $2,632,049

Production  equipment  of  $2,067,895  has  been  capitalized  in
accordance with the terms of related leases at December 31, 1995.
Accumulated  depreciation  for such  equipment  was  $305,525  at
December 31, 1995.


NOTE D - INTANGIBLE ASSETS

Technology License Agreement

The   Company  had,  at  its  inception,  obtained  an  exclusive
sublicense  for  the  development,  manufacture,  and  commercial
exploitation   of   coextruded   wire   for   lead-acid   battery
applications.  In May 1990, the licensee, with the consent of the
licensor,   assigned  the  rights  under  the  original   License
Agreement to the Company.  This assignment provides  the  Company
with  unrestricted  applications   of  the   licensed  technology
and  effectively  terminates  the Sublicense  Agreement  between  
the  licensee  and  the  Company.  Previous to this assignment, the 
Company's use of the technology was limited specifically to products 
and components associated with lead-acid, storage batteries.  The Company  
is responsible for the maintenance and administration of the licensed 
patent and has an obligation to pay the original licensee a royalty of  
four percent on all technology sales unrelated to lead-acid, storage 
batteries for the term of the License  Agreement.  A minimum annual 
royalty of $10,000 is due for a five year period beginning on the date 
of the assignment.  Such  royalty  payments were to have begun in May 1991,
but the licensee  agreed  to  defer  each payment  for  two  years.   The
deferred minimum royalty payments accrue interest at the rate  of
8.5 percent per year, from the original due date until paid.  The
Company  is  obligated to pay the licensor a royalty of  one-half
percent   of  net  sales  of  coextruded  wire  and  wire-related
products, with a minimum annual royalty of $100,000.

Purchased Technology

On  November  1,  1995,  the  Company completed  a  research  and
development agreement with the Electric Power Research  Institute
("EPRI")  (See  Note  J).  In accordance  with  the  terms  of  a
November  1995  amendment to the agreement,  the  Company  issued
2,158,000 shares of Common Stock in exchange for the transfer  of
intellectual  property  rights  (purchased  technology)  and  the
transfer  of title to certain equipment which had been  purchased
by  EPRI in connection with research activity undertaken  by  the
Company.   The  shares  were valued at  $2,994,225;  recorded  as
$581,339 to equipment and $2,412,886 to purchased technology.  In
addition, pursuant to the terms of such agreement, certain member
utilities of EPRI have elected to receive royalties at  the  rate
of  one-half  of  one  percent on sales  of  products  containing
licensed technology and on other revenues derived by the  Company
from   license   fees,  joint  ventures  and  other  arrangements
involving the licensed technology.


NOTE E - RESTRICTED CASH

In  connection with lease transactions completed during 1995, the
Company  was  required to secure the obligations by  establishing
standby  letters-of-credit  in the  amount  of  $744,824.   These
letters-of-credit are collateralized by certificates  of  deposit
of an equal amount.


NOTE F - CONVERTIBLE NOTES PAYABLE

Convertible Notes Payable consist of the following:
                                                  
                                      1995            1994
                                                  
        Convertible Notes - 5%     $3,990,000      $3,800,000
        Convertible Notes - 10%       250,000            
        Convertible Notes - 8%      3,780,000
                                   $8,020,000      $3,800,000

In   October   1994,  the  Company  entered  into  a  Convertible
Promissory  Note  with Mitsui Engineering and  Shipbuilding  Co.,
Ltd. ("MES") for $3,800,000 maturing in  October, 2004.  The Note
carries an interest rate of five percent per annum on the  unpaid
principal  and interest is due and payable semi-annually  in  the
form of additional notes payable. A note payable in the amount of
$190,000  was issued in October, 1995 for interest for  the  year
then  ended.  In December 1995, the Company received notification
from  MES  of its intent to terminate its Distribution  Agreement
and to settle all outstanding financial matters with the Company.
In March 1996, the Company completed a Termination Agreement with
MES  which  had no material adverse effects on the  Company  (See
Note O).

In  April  1995, the Company issued $6,000,000 of 10% Convertible
Debentures  (the  "April  1995  Debentures")  resulting  in   net
proceeds to the Company of $5,375,000.  The April 1995 Debentures
are convertible into Common Stock at a conversion price equal  to
80% of the average closing price of the Common Stock for the five
business  days immediately preceding such time as the  debentures
are  converted and mature on April 5, 1997.  Interest is  payable
quarterly.   In addition, warrants to purchase 54,237  shares  of
Common  Stock were issued with an exercise price of  $3.6875  per
share  exercisable until April 5, 2000.  As of December 31, 1995,
April 1995 Debentures with a total principal amount of $5,750,000
were  converted into 3,795,447 shares of Common Stock.  Delisting
of  the  Company's  Common  Stock in the Over-the-Counter  Market
would  be  an Event of Default under the terms of the April  1995
Debentures  and  could  trigger  a  requirement  to   repay   the
debentures immediately (See Note N).

In  July  1995, the Company issued $3,000,000 of 10%  Convertible
Debentures (the "July 1995 Debentures") resulting in net proceeds
to  the  Company  of $2,700,000.  The July 1995  Debentures  were
convertible  into Common Stock at a price equal  to  80%  of  the
closing price of the Common Stock on the business day immediately
preceding  such  time as the debentures were  converted,  not  to
exceed  120% of the closing bid price on July 27, 1995 of  $1.53.
In  addition,  warrants to purchase 1,000,000  shares  of  Common
Stock  at a price of $3.00 per share, and an additional 1,000,000
shares  at a price of $4.00 per share, exercisable until  January
27, 1998, were issued to an agent of the holders of the July 1995
Debentures.  In addition, warrants to purchase 250,000 shares  of
Common Stock at a price of $1.53 per share, the closing bid price
on July 27, 1995, exercisable until July 27, 2000, were issued to
another  agent  for this transaction.  As of December  31,  1995,
July  1995 Debentures with a principal amount of $3,000,000  were
converted into 2,375,780 shares of Common Stock.

During  November  1995,  the  Company  issued  $3,780,000  of  8%
Convertible Debentures (the "November 1995 Debentures") resulting
in  net proceeds to the Company of $3,477,600.  The November 1995
Debentures are convertible into Common Stock at a price equal  to
75% of the average closing price of the Common Stock for the five
business  days immediately preceding such time as the  debentures
are  converted.   The November 1995 Debentures may  be  converted
beginning  in  January 1996.  In addition, warrants  to  purchase
56,700  shares  of  Common Stock at a price of $1.56  per  share,
exercisable until November 10, 1997, were issued to an  agent  of
the holders of the November 1995 Debentures.

Cash  interest  paid  by the Company was approximately  $342,000,
$72,000 and $70,000 in 1995, 1994 and 1993, respectively.


NOTE G - TECHNOLOGY LICENSE PAYABLE

Through its funding to HBTI for development of a low rate initial
production line for the Horizon battery, BDM owned the rights  to
certain  technologies  for  the manufacture  of  such  batteries.
During 1994, the Company finalized a Technology License Agreement
with  BDM.   Under  the  terms  of this  agreement,  the  Company
obtained  an exclusive license to use certain technologies  under
development by BDM for the manufacture of batteries.  The Company
agreed  to  pay  BDM:   $80,000 cash; issue 1,700,000  shares  of
Common  Stock  in thirty-six equal installments;   issue  200,000
additional  shares  of  Common Stock if the  Company  decides  to
maintain the  license beyond the original three year term;  grant
1,000,000 options to purchase Common Stock exercisable  at  $4.00
per  share; and buy BDM's interest in HBTI for 100,000 shares  of
Common  Stock.  The Company recorded an expense of $3,819,350  in
1994  for this transaction based on the fair market value of  the
various  components of the transaction.  This was treated  as  an
expense  as  the  technological feasibility of the  manufacturing
technology  licensed  had  not been  completely  proven  and  the
Company  at  that time had no alternative future  uses  for  this
technology.   During 1995, the Company issued 666,664  shares  of
Common Stock to BDM under the terms of this agreement.


NOTE H - COMMITMENTS AND CONTINGENCIES

The  Company  leases  various plant and  office  facilities,  and
production,  office and warehouse equipment under  operating  and
capital  leases expiring between 1997 and  2000.  Future  minimum
annual rentals under lease arrangements at December 31, 1995  are
as follows:

                              Capital Leases
Fiscal Year           Total     Sale/Leasebacks    Other     Operating Leases
                                                    
      1996         $  772,054    $  751,342       $20,712     $   812,738
                                                              
      1997            764,637       751,342        13,295         628,829
                                                              
      1998            348,800       344,285         4,515         630,789
                                                              
      1999             90,576        90,576                       117,175
                                                              
      2000             67,932        67,932                        40,934
                    2,043,999     2,005,477        38,522      $2,230,465
Less imputed  
  interest           (319,327)     (314,675)       (4,652)
Present value of
  capital lease   
obligations        $1,724,672    $1,690,802       $33,870

During  1995, the Company completed two agreements  to  sell  and
lease  back  $1,998,064  of  capital equipment.  The  leases  are
collateralized  by letters-of-credit in the amount  of  $663,220.
The  agreements also provide the lessor with an option to  extend
the lease term to four years, at reduced monthly rental rates, at
the  end  of  the  first year.  In addition, the  amount  of  the
letters-of-credit  can  be reduced if the  Company  achieves  six
consecutive quarters of profitability or completes an offering of
securities  with  net  proceeds  of  $20  million  or  more.   In
connection with this transaction, the lessor was granted warrants
to purchase 75,000 shares of Common Stock at an exercise price of
$4.00  per share, exercisable until April 17, 2000. Other  leased
equipment  is collateralized by a letter-of-credit in the  amount
of $81,604.

Rental  expense for operating leases for the years ended December
31,  1995,  1994  and 1993 was $857,982, $496,645  and  $105,746,
respectively.

In   September  1995,  the  Company  engaged  Liviakis  Financial
Communications, Inc. ("Liviakis") to provide consulting  services
for  a two year period.  As consideration for these services, the
Company  issued  1,360,000  unregistered,  restricted  shares  of
Common Stock, which have been valued at $1,468,800 and charged as
an  expense  in  1995, and agreed to issue an additional  120,000
unregistered,   restricted  shares  of  Common   Stock   in   six
installments over a two year period which are being  expensed  as
earned over the respective period.

Trade  receivables are composed of balances due  from  a  limited
customer  base  as  the Company only recently  emerged  from  the
development  stage.  Although the Company has a concentration  of
credit   risk,  the  Company  has  not  experienced   significant
collection losses from these respective customers.

The  Company  is involved in certain contingencies incidental  to
its business.  While the ultimate results of these matters cannot
be  predicted with certainty, management does not expect them  to
have  a material adverse effect on the financial position of  the
Company.


NOTE I - SHAREHOLDERS' EQUITY

The  Company  has  a 1987 Stock Option Plan, a 1988  Non-Employee
Director Stock Option Plan, a 1993 Non-Employee Consultant  Stock
Option Plan and a 1994 Stock Option Plan.  All plans provide  for
the   grant/award   of   options  at  the   discretion   of   the
Compensation/Stock  Option Committee to purchase  shares  of  the
Company's  Common  Stock at a price not less  than  100%  of  the
market  price  of such stock on the date the option  is  granted.
These  options  become exercisable in three stages beginning  six
months  after the date of grant and expire up to ten  years  from
the  date  of  grant.  Total option activity for the three  years
ended December 31, 1995 was as follows:

                                            Number       
                                           of Shares   Price Per Share ($)
                                               
   Options outstanding January 1, 1993       850,000       1.06 - 1.87
      Granted                                475,000       2.31 - 4.62
      Exercised                             (173,999)      1.06 - 2.31
      Surrendered                            (40,000)             1.06
   Options outstanding December 31, 1993   1,111,001       1.06 - 4.62
      Granted                              1,090,000       2.87 - 3.75
      Exercised                             (128,166)      1.06 - 1.87
      Surrendered                            (80,000)             4.00
   Options outstanding December 31, 1994   1,992,835       1.06 - 4.62
      Granted                                755,000       1.37 - 3.37
      Exercised                             (119,500)      1.06 - 2.31
      Surrendered                           (248,000)      1.87 - 3.50
                                                     
   Options outstanding December 31, 1995   2,380,335       1.06 - 4.62
                                                     
   Options exercisable December 31, 1995   1,476,000
                                                     
   Available for grant, December 31, 1995  1,338,000

On  January  29 and February 26, 1993, the Company  entered  into
several  ten percent notes payable with several individuals  with
warrants  to  purchase  440,000 shares  of  Common  Stock  for  a
purchase price of $2.25 per share with an exercise period  ending
on  August 1, 1994.  252,000 and 148,000 of these  warrants  were
exercised  during 1993 and 1994, respectively.  The remainder  of
the warrants expired in 1994.

In September and October 1994, the Company sold 485,500 shares of
Common Stock under a Regulation D offering.  Warrants attached to
this  offering allow the purchase of an equal number  of  shares.
In  accordance  with  the terms of a 1995  private  placement  of
shares to these warrant holders, one-half of the warrants may  be
exercised  at  a  price of $2.50 per share and  one-half  may  be
exercised  at a price of $3.50 per share reduced from  $4.50  and
$5.50 per share, respectively.  In addition, the expiration  date
of the warrants was extended to September 1997.

The  Company  issued  numerous warrants in 1995  associated  with
various   debt  and  equity  financings.   The  following   table
represents  a  summary of warrant activity for  the  three  years
ended December 31, 1995:
                                             Warrants  Price Per Warrant ($)
                                             
  Warrants outstanding January 1, 1993        200,000              1.62
    Granted                                   440,000              2.25
    Exercised                                (452,000)      1.62 - 2.25
  Warrants outstanding December 31, 1993      188,000              2.25
    Granted                                   485,500       2.50 - 3.50
    Exercised                                (148,000)             2.25
    Expired                                   (40,000)             2.25
  Warrants outstanding December 31, 1994      485,500       2.50 - 3.50
    Granted                                 2,458,437       1.53 - 4.00
  Warrants outstanding December 31, 1995    2,943,937       1.53 - 4.00

At  December 31, 1995, shares of the Company's Common Stock  were
reserved as follows for issuance under:

    Stock option plans                        3,718,335
    MES Note Payable conversion                 740,000
    BDM transaction                           2,333,336
    April and November 1995 Debentures        2,348,196
    Exercise of warrants                      2,943,937
    Liviakis consulting agreement               120,000
                                             12,203,804

NOTE J - PROJECT AND BATTERY REVENUE

The Company generated project revenue of approximately $2,056,000
and $3,000,000 in 1994 and 1993, respectively, under an Agreement
with EPRI for continuing efforts to develop and commercialize the
Company's proprietary advanced lead-acid battery.  On November 1,
1995,   the   Company  completed  its  Research  and  Development
Agreement with EPRI (See Note D).

In  August  1994,  Chrysler  awarded  the  Company  a  $1,600,000
contract to custom fit the Horizon battery to prototypes  of  the
automaker's  NS-series electric mini van.  The  Company  recorded
approximately $778,000 and $846,000 in project revenue under this
agreement  in 1995 and 1994, respectively.  Additionally,  during
1995 approximately 50 percent of the Company's battery sales were
generated from Chrysler.


NOTE K - INCOME TAXES

Deferred  income taxes reflect the net tax effects  of  temporary
differences between the carrying amount of assets and liabilities
for  financial reporting purposes and the amounts used for income
tax  purposes.  Significant components of the Company's  deferred
tax asset at December 31, 1995, and 1994, are as follows:

                                                      1995          1994
 Deferred Tax Assets:
   Net operating loss and other tax carry forwards  $9,064,000  $2,636,000
   Book depreciation in excess of tax depreciation     263,000     133,000
   Accruals and other                                1,163,000   1,360,000
 Total deferred tax assets                          10,490,000   4,129,000
 Less valuation allowance                          (10,490,000) (4,129,000)
   Deferred tax assets, net                        $       -0-  $      -0-

The  reconciliation of income tax computed at the  United  States
federal  statutory tax rates to income tax expense for the  years
ended December 31, 1995, 1994 and 1993 are as follows:

                                               1995       1994       1993
  Income tax (benefit) at statutory
    U.S. federal income tax rate              (34.0)%    (34.0)%    (34.0)%
  Increase (reduction) in rate resulting from:
    Increase in valuation allowance            35.6%      34.0%      34.0%
    Other                                      (0.9)%      0.9%       0.0
    Actual income tax rate                      0.7%       0.9%       0.0%

Results  of operations for the years ended December 31, 1995  and
1994,  increased  both deferred tax assets and the  corresponding
valuation  allowance  by  approximately  $6.4  million  and  $2.8
million, respectively.  At December 31, 1995 the Company had  net
operating loss carry forwards of approximately $26 million  which
will  expire  from  2002 through 2010, research  and  development
credits  of  approximately $35,000 and  foreign  tax  credits  of
approximately $200,000 which expire beginning in 2009  and  1999,
respectively.  An ownership change in 1992 caused utilization  of
the  Company's then existing net operating losses to be  limited.
Approximately  $1.5  million of these losses  remain  limited  to
utilization of $188,000 per year.


NOTE  L - RELATED PARTY TRANSACTIONS

Certain   directors  of  the  Company  are  also  directors   and
shareholders  of the licensor of coextruded wire technology  (See
Note D).

During  1995, the Company entered into agreements with a director
of  the  Company for the development and manufacture  of  certain
machinery  and  materials  as well as  general  consulting.   The
Company  has paid $17,000 under such agreements in 1995  and  has
committed  to  pay  approximately $9,000 per month  through  July
1997.


NOTE   M - EMPLOYEE BENEFIT PLAN

The  Company  sponsors  a  qualified  defined  contribution  plan
covering  all full-time eligible employees.  The Company  matches
twenty-five percent of a participant's voluntary contributions up
to  a  maximum  of  one percent of a participant's  compensation.
The  Company's  contribution expense was  approximately  $20,000,
$22,000 and $16,000 in 1995, 1994 and 1993, respectively.


NOTE  N - ABILITY TO CONTINUE AS A GOING CONCERN

During  1995,  the  Company  devoted  substantial  resources   to
purchasing  machinery  and implementing production  processes  to
significantly increase the capacity of its manufacturing facility
and  demonstrated  that  it  could successfully  manufacture  the
Horizon battery in commercial quantities, which was a requirement
of  obtaining  large orders from potential customers.   With  the
successful   completion  of  major  development  and   production
milestones  in  1995, management will focus efforts  in  1996  on
capitalizing on market opportunities as customers move from  test
phases to integration of Horizon technology into their commercial
products.    While   management   has   implemented   plans    to
significantly reduce operating costs, the Company's cash  sources
in 1996 are largely dependent on the successful commercialization
of  the Horizon battery.  Management expects the level of battery
sales to increase in late 1996 as the Company receives commercial
orders  under  a  Chrysler production purchase  order  and  other
customers  currently  testing the battery.  Management  does  not
expect sales from these orders to generate  sufficient  funds  to
support    its    overall    working    capital    and    capital
expenditure  needs;  therefore, it is expected  that   additional
debt  and/or  equity  financing will  be  necessary.   On March 1,
1996,  the   Company sold 1,000,000 shares  of Common Stock which 
resulted in net  proceeds to  the  Company of $898,200.  Management is 
devoting substantial effort  to pursue additional funding sources. 
Management is  also focusing efforts on developing long-term strategic 
relations with customers  and organizations that can aid penetrations 
of  target markets and can assist financially.

The  Company's  Common  Stock is traded in  the  Over-the-Counter
Market  and is reported on the National Association of Securities
Dealers  Automated  Quotation System  ("NASDAQ").   In  order  to
maintain  listing by NASDAQ, the Company must maintain a  minimum
$1  million of stockholders' equity.  The Company is currently in
compliance with this requirement and management believes that the
continuing  impact of its cost control measures and increases  in
sales  will  reduce  the level of operating losses  which  should
result  in maintaining compliance with this requirement into  the
foreseeable future.  However, if the minimum required balance  is
not  maintained,  NASDAQ may choose to delist the  stock  of  the
Company  from trading which would restrict the liquidity  of  the
Common  Stock.  Delisting by NASDAQ would be an Event of  Default
under  the terms of the April 1995 Debentures, of which  $250,000
are  outstanding  at  December 31, 1995, which  could  trigger  a
requirement  to repay the respective debentures immediately  (See
Note F).

Although   management   is   devoting  substantial   efforts   to
successfully commercialize its Horizon technology and  to  secure
additional  funding  sources, there is  no  assurance  that  such
efforts  will  be  successful.  The financial statements  do  not
include any adjustments to reflect the possible future effects on
the  recoverability and classification of assets or  the  amounts
and  classification  of  liabilities that  may  result  from  the
possible inability of the Company to continue as a going concern.


NOTE O - SUBSEQUENT EVENTS

In March 1996, the Company completed a Termination Agreement with
MES.  In  accordance with the terms of such agreement,  MES  will
convert  $1,000,000 of its Convertible Notes Payable  to  satisfy
its obligations to pay $1,000,000 of license fees to the Company.
Additionally, MES notified the Company of its intent  to  convert
the remainder of its Convertible Notes Payable (approximately  $3
million),  at $3.80 per share, into shares of Common  Stock  upon
the  effectiveness of a registration statement to  register  such
shares.

In   January   and  February  1996,  November  1995   Convertible
Debentures  with  a principal balance of $3,780,000  and  related
interest were converted into 4,008,707 shares of Common Stock.

On  March  1, 1996, the Company sold 1,000,000 shares  of  Common
Stock which resulted in net proceeds to the Company of $898,200.



                                                       SCHEDULE II

              The Valuation and Qualifying Accounts
                                

                                                Additions

                       Balance at  Charged to  Charged  Write-Off of    Balance 
                       Beginning   Costs and   to Other Uncollectible  at End of
    Description        of Period    Expense    Accounts    Accounts      Period
                                                         
Year ended 
   December 31, 1995   
Reserves and allowances 
   deducted from asset
   accounts:                                     
                                                         
   Allowance for
     doubtful accounts  $7,500    $278,653      - 0 -    $(249,930)   $36,223
                                                         
                                                         
Year ended 
   December 31, 1994
Reserves and allowances
   deducted from asset 
   accounts:                                     
                                                         
   Allowance for 
     doubtful accounts   - 0 -      $7,500      - 0 -        - 0 -     $7,500

                                                         
Year ended 
   December 31, 1993
Reserves and allowances 
   deducted from asset 
   accounts:                                     
                                                         
   Allowance for
     doubtful accounts   - 0 -       - 0 -      - 0 -        - 0 -      - 0 -
                                


                    Washington, D.C.  20549


                          EXHIBITS TO
                           FORM 10-K


        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934


         For the fiscal year ended               Commission file
              December 31, 1995                  Number 0-16323


                      ELECTROSOURCE, INC.
     (Exact name of Registrant as specified in its charter)


           Delaware                               742466304
     (State or other jurisdiction               (I.R.S. Employer
     of incorporation or organization)          Identification No.)

        3800B Drossett Drive
        Austin, Texas                             78744-1131
        (Address of principal                     (Zip Code)
          executive offices)

              Registrant's telephone number, including
                    area code:  (512) 445-6606

  Securities registered pursuant to Section 12(b) of the Act:

                              None

  Securities registered pursuant to Section 12(g) of the Act:

             Common Stock, par value $.10 per share


                        INDEX TO EXHIBITS

3.1    Restated Certificate of Incorporation of Electrosource, Inc. (filed as
       Exhibit 3.1 to Electrosource, Inc., Registration Statement on Form 10
       filed October 19, 1987, as amended by Form 8 Amendments filed 
       January 8, 1988 and January 13, 1988 (hereinafter referred to as
       "Form 10") and incorporated herein by reference).

3.2    Certificate of Designation, Preferences, Rights and Limitations of 1992  
       Series A Preferred Stock and Series A-1 Preferred Stock of Electrosource,
       Inc. as filed of record with the Delaware Secretary of State on 
       January 15, 1992 (filed as Exhibit 4.1 to Electrosource, Inc. Form 8-K
       Current Report for Issuers Subject to the 1934 Act Reporting Requirements
       filed December 24, 1991 and incorporated herein by reference).

3.3    Amendment to Restated Certificate of Incorporation of Electrosource, 
       Inc., increase in authorized shares to 50,000,000 shares (filed as
       Exhibit 3.1 to Electrosource, Inc., Quarterly Report on Form 10-Q  for
       quarter ended June 30, 1995, and incorporated herein by reference).

3.4    Amendment to Restated Certificate of Incorporation of Electrosource,
       Inc., elimination of Certificate of Designation for Series A and Series 
       A-1 Preferred Stock (filed as Exhibit 3.2 to Electrosource, Inc., 
       Quarterly Report on Form 10-Q for quarter ended June 30, 1995, and 
       incorporated hereby by reference).

3.5    Bylaws of Electrosource, Inc. (filed as Exhibit 3.2 to Form 10 and 
       incorporated herein by reference).

3.6    Amendment to Bylaws of Electrosource, Inc., pursuant to a Certificate 
       of Secretary dated May 25, 1990 (filed as Exhibit 3.3 to Electrosource,
       Inc., Annual Report on Form 10-K for the period ended December 31, 
       1991, and incorporated herein by reference).

3.7    Amendment to Bylaws of Electrosource, Inc. dated November 3, 1993
       (filed as Exhibit 3.5 to Electrosource, Inc., Annual Report on 
       Form 10-K for the period ended December 31, 1993, and incorporated
       herein by reference).

3.8    Amendment to Bylaws of Electrosource, Inc. dated June  23, 1994, 
       (filed as Exhibit 3.6 to Electrosource, Inc., Annual Report filed 
       on Form 10-K for the period ended December 31, 1994).


10.1      Sublicense Agreement dated as of October 5, 1987 between  
          Electrosource, Inc., and Tracor, Inc. (filed as Exhibit 10.4 to 
          Form 10 and incorporated herein by reference).

10.2      Patent and Technology Exclusive License Agreement dated August 14,
          1984, between Tracor, Inc., and Blanyer-Mathews Associates, Inc.  
          ("BMA") (filed as Exhibit 10.9 to Form S-1 Registration Statement,  
          file number 33-30486, filed August 14, 1989, hereinafter referred  to 
          as "Form S-1," and incorporated herein by reference).

10.3      Amendment to Patent and Technology Exclusive License Agreement dated 
          May 29, 1987, between Tracor, Inc., and BMA (filed as Exhibit 10.10 to
          Form S-1  and incorporated herein by reference).

10.4      Warrant to purchase up to 50,000 shares of Electrosource, Inc., 
          Common Stock, issued to BMA on April 12, 1988 (filed as Exhibit 
          10.11 to Form S-1 and incorporated herein by reference).

10.5      Bonus Royalty Agreement dated May 26, 1989, among Electrosource, Inc.,
          Tracor, Inc., and BMA (filed as Exhibit 19 to Electrosource, Inc., 
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1989,  
          and incorporated herein by reference).

10.6      Amendment to Bonus Royalty Agreement entered into as of November 30, 
          1989, by and among BMA, Tracor, Inc., and Electrosource, Inc. (filed 
          as Exhibit 10.17 to Post Effective Amendment No. 1 to Form S-1 
          Registration Statement, file number 33-34581, filed December 11,
          1989 (hereinafter referred to as "Post-Effective Amendment No. 1 
          to Form S-1 filed December 11, 1989 (hereinafter referred to as
          "Post-Effective Amendment") and incorporated herein by reference).

10.7      Assignment of Patent License dated as of May 14, 1990, by and between
          Electrosource, Inc., and Tracor, Inc. (joined by BMA for limited
          purposes described therein) (filed as Exhibit 10.20 to the Company's
          Annual Report on Form 10-K for the period ended December 31, 1990,
          hereinafter referred to as the "1990 Form 10-K," and hereby 
          incorporated by reference).

10.8      Letter Agreement dated as of January 15, 1991 between Electrosource, 
          Inc., and BMA (filed as Exhibit 10.21 to the Company's 1990 Form 10-K,
          and incorporated herein by reference).

10.9      License Modification Agreement dated January 16, 1992, between Blanyer
          Mathews & Associates, Inc., Electrosource, Inc., and Battery Horizons,
          Ltd. (filed as Exhibit 10.23 to Electrosource, Inc., Annual Report
          on Form 10-K for the period ended December 31, 1991, and incorporated 
          herein by reference).

10.10     First Amendment to Assignment of Patent License dated April 2, 1992,
          between Electrosource, Inc. and Tracor, Inc. (filed as Exhibit 10.58
          to Company's Registration Statement on Form S-1 [Registration 
          Statement No. 33-65248] filed June 30, 1993, and incorporated herein 
          by reference).

10.11     Lease Agreement dated December 9, 1987, between Electrosource, Inc.,
          and Crow-Gottesman-Hill, a Limited Partnership (filed as Exhibit 10.15
          to Form  S-1 and incorporated herein by reference).

10.12     Lease Agreement between AEtna Life Insurance Company and 
          Electrosource, Inc., dated February 22, 1992 (filed as Exhibit 10.25
          to Electrosource, Inc., Annual Report on Form 10-K for the period 
          ended December 31, 1991, and incorporated herein by reference).

10.13     First Amendment to Lease Agreement between AEtna Life Insurance 
          Company and Electrosource, Inc., dated February 24, 1993 (filed as 
          Exhibit 10.27 to Electrosource, Inc., Annual Report on Form 10-K for 
          the period ended December 31, 1992, and  incorporated herein by 
          reference).

10.14     Second Amendment to Lease Agreement between Aetna Life Insurance 
          Company and Electrosource, Inc., dated March 1, 1996.

10.15     Securities Purchase Agreement dated  December  12,
          1991,  between  the  registrant and  Battery  Horizons,
          Ltd.  ("BHL"),  (filed as Exhibit 2.1 to  the  December
          24,   1991   Form  8-K,  and  incorporated  herein   by
          reference).

10.16     Amendment  to Securities Purchase Agreement  dated
          as  of January 7, 1992, between the registrant and  BHL
          (filed as Exhibit 2.2 to the December 24, 1991 Form  8-
          K and incorporated herein by reference).

10.17     Second Amendment to Securities Purchase  Agreement
          dated  January  16,  1992, between registrant  and  BHL
          (filed as Exhibit 2.3 to the December 24, 1991 Form  8-
          K and incorporated herein by reference).

10.18     EPRI  Agreement  RP2415-15 dated  July  20,  1992,
          between   Electrosource,  Inc.,  and   Electric   Power
          Research   Institute  (filed  as   Exhibit   10.42   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

10.19     EPRI  Agreement RP2415-15, Amendment No.  1  dated
          November  12,  1992, between Electrosource,  Inc.,  and
          Electric  Power  Research Institute (filed  as  Exhibit
          10.43 to Electrosource, Inc., Annual Report on Form 10-
          K   for  the  period  ended  December  31,  1992,   and
          incorporated herein by reference).

10.20     EPRI  Agreement RP2415-15, Amendment No.  2  dated
          January  27,  1993,  between Electrosource,  Inc.,  and
          Electric  Power  Research Institute (filed  as  Exhibit
          10.44 to Electrosource, Inc., Annual Report on Form 10-
          K   for  the  period  ended  December  31,  1992,   and
          incorporated herein by reference).

10.21     Amendment  No.  3  to  Agreement   between   Electrosource,
          Inc. and Electric Power Research  Institute, Inc. dated 
          March 22, 1993 (filed as Exhibit  10.53  to Electrosource,
          Inc., Annual Report on Form 10-K for the period ended December 31, 
          1993, and  incorporated herein by reference).

10.22     Amendment  No.  4  to  Agreement   between   Electrosource,  
          Inc. and Electric Power Research  Institute, Inc. dated December 6,
          1993 (filed as Exhibit 10.53 to Company's Registration Statement on
          Form S-1 [Registration Statement No. 33-73582] filed December 24,
          1993, and incorporated by reference).

10.23     Business  Alliance  and  License  Agreement  dated
          September  17, 1993, between Electrosource,  Inc.,  and
          Electric  Power  Research Institute (filed  as  Exhibit
          10.61  to Company's Registration Statement on Form  S-1
          [Registration  Statement No. 33-65248] filed  June  30,
          1993, and incorporated herein by reference).*

0.24      Amendment to Business Alliance  and  License
          Agreement  dated  November 1,  1995,  between  Electric
          Power Research Institute and Electrosource, Inc. (filed
          as  Exhibit  10.2  to Form 10-Q for the  quarter  ended
          September   30,  1995,  and  incorporated   herein   by
          reference).

10.25     Shareholders  Agreement  dated  April  25,   1993,
          between Electrosource, Inc. and BDM Technologies,  Inc.
          (filed  as  Exhibit  10.60  to  Company's  Registration
          Statement on Form S-1 [Registration Statement  No.  33-
          65248] filed June 30, 1993, and incorporated herein  by
          reference).*

10.26     Stock  Purchase  Agreement dated  as  January  31,
          1995,    between    BDM   Technologies,    Inc.,    and
          Electrosource,  Inc.,  (filed  as  Exhibit   10.46   to
          Electrosource, Inc., Annual Report on Form 10-K for the
          period ended December 31, 1994, and incorporated herein
          by reference).

10.27     Operating Lease Agreement between Horizon  Battery
          Technologies,   Inc.,  BDM  Technologies,   Inc.,   and
          Electrosource, Inc., dated June 20, 1994 (filed  as  an
          Exhibit  to  the Company's Form 10-Q/A No.  1  for  the
          period ended June 30, 1994, and incorporated herein  by
          reference).

10.28     Lease  Agreement between William D.  McMorris  and
          Horizon  Battery Technologies, Inc., dated  August  17,
          1993,  (filed as Exhibit 10.42 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1994,  and  incorporated   herein   by
          reference).

10.29     Distributorship Agreement between Mitsui Engineering and
          Shipbuilding Co., Ltd. and Electrosource, Inc., dated July 7, 1994
          (filed as an Exhibit to the Company's Form 10-Q/A No. 1 for the
          period ended June 30, 1994, and incorporated herein  by
          reference).

10.30     A  Convertible Promissory Note in favor of  Mitsui
          Engineering  and  Shipbuilding  Co.,  Ltd.  was   dated
          October  26, 1994 (filed as an Exhibit to the Company's
          October  26, 1994, Form 8-K and incorporated herein  by
          reference).

10.31     The   Note   Purchase  Agreement  between   Mitsui
          Engineering    and   Shipbuilding   Co.,    Ltd.    and
          Electrosource, Inc., dated October 26, 1994  (filed  as
          an  Exhibit to the Company's October 26, 1994, Form 8-K
          and incorporated herein by reference).

10.32     Notice of Intent to Terminate Distributorship
          Agreement  between Mitsui Engineering and  Shipbuilding
          Co.  Ltd.  and Electrosource, Inc., dated  December  5,
          1995 (filed as an Exhibit to the Company's December 22,
          1995, Form 8-K and incorporated herein by reference).

10.33     A Convertible Promissory Replacement Note between
          Mitsui   Enginering  and  Shipbuilding  Co.  Ltd.   and
          Electrosource, Inc., dated March 6, 1996.

10.34     A   Convertible  Promissory  Note  between  Mitsui
          Engineering    and   Shipbuilding    Co.    Ltd.    and
          Electrosource, Inc., dated October 26, 1995.

10.35     A   Convertible  Promissory  Note  between  Mitsui
          Engineering    and   Shipbuilding    Co.    Ltd.    and
          Electrosource, Inc., dated March 6, 1996.

10.36     Termination   Agreement   between   Electrosource,
          Inc.,  and Mitsui Engineering & Shipbuilding Co., Ltd.,
          dated March 6, 1996.

10.37     1992  Electrosource, Inc.,  Loan/Warrant  Program,
          Note  (filed  as Exhibit 10.53 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1992,  and  incorporated   herein   by
          reference).

10.38     1992  Electrosource, Inc.,  Loan/Warrant  Program,
          Warrant  (filed  as  Exhibit 10.54  to   Electrosource,
          Inc.,  Annual Report on Form 10-K for the period  ended
          December   31,   1992,  and  incorporated   herein   by
          reference).

10.39     1992  Electrosource, Inc.,  Loan/Warrant  Program,
          Security  Agreement with Addendum and  First  Amendment
          (filed  as Exhibit 10.55 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1992, and incorporated herein by reference).

10.40     1993  Electrosource, Inc.,  Loan/Warrant  Program,
          Note  (with  schedule)  (filed  as  Exhibit  10.56   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

10.41     1993  Electrosource, Inc.,  Loan/Warrant  Program,
          Warrant  (with  schedule) (filed as  Exhibit  10.57  to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

10.42     Offshore Securities Subscription Agreement between
          Williams  DeBroe,  a British institutional  buyer,  and
          Electrosource, Inc., dated June 13, 1994 (filed  as  an
          Exhibit  to the Company's July 21, 1994, Form  8-K  and
          incorporated herein by reference).

10.43     Representative Subscription Agreement entered into
          by  each participant with Electrosource, dated  on  the
          date of execution (filed as an Exhibit to the Company's
          October  18, 1994, Form 8-K and incorporated herein  by
          reference).

10.44     Offshore Securities Subscription Agreement between
          Rosehouse  Ltd.,  a Bermuda-based institutional  buyer,
          and  Electrosource, Inc., dated January 25, 1995 (filed
          as an Exhibit to the Company's January 26, 1995, Form 8-
          K and incorporated herein by reference).

0.45      Offshore  Securities Subscription  Agreement
          between  Rosehouse Ltd., a Bermuda-based  institutional
          buyer,  and  Electrosource, Inc., dated March  9,  1995
          (filed  as an Exhibit to the Company's March 10,  1995,
          Form 8-K and incorporated herein by reference).

10.46     Offshore  Securities Subscription  Agreement
          between  Rosehouse Ltd., a Bermuda-based  institutional
          buyer   with   Form  of  Convertible   Debenture,   and
          Electrosource,  Inc., dated April  4,  1995  (filed  as
          Exhibits to the Company's April 12, 1995, Form 8-K  and
          incorporated hereby by reference).

10.47     Warrant to purchase up to 54,237  shares  of
          Electrosource, Inc., Common Stock, issued to  Rosehouse
          Ltd.,  a Bermuda-based institutional buyer, dated April
          5, 1995 (filed as an Exhibit to the Company's April 12,
          1995,  Form 8-K and incorporated herein by reference).

10.48     Letter Agreement between Rosehouse  Ltd.,  a
          Bermuda-based  institutional buyer, and  Electrosource,
          Inc.,  dated  July 25, 1995 (filed as  Exhibit  4.7  to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter ended June 30, 1995, and incorporated herein by
          reference).

10.49     Letter  Agreement between  ACM  Advisors  of
          Zurich,  Switzerland,  and Electrosource,  Inc.,  dated
          July  27,  1995 (filed as Exhibit 4.8 to Electrosource,
          Inc.,  Quarterly Report on Form 10-Q for quarter  ended
          June 30, 1995, and incorporated hereby by reference).

10.50     Offshore  Securities Subscription  Agreement
          between  Rosehouse Ltd., a Bermuda-based  institutional
          buyer,  and  Electrosource, Inc., dated July  27,  1995
          (filed   as   Exhibit  4.10  to  Electrosource,   Inc.,
          Quarterly  Report on Form 10-Q for quarter  ended  June
          30, 1995, and incorporated herein by reference).

10.51     Form  of 10% Convertible Debentures  entered
          into  by  each  participant with  Electrosource,  Inc.,
          dated   July  27,  1995  (filed  as  Exhibit   4.9   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter ended June 30, 1995, and incorporated herein by
          reference).

10.52     Warrant to purchase up to 1,000,000 shares of
          Electrosource,  Inc.,  Common  Stock,  issued  to   ACM
          Advisors,  Zurich,  Switzerland, dated  July  27,  1995
          (filed as Exhibit 4.5 to Electrosource, Inc., Quarterly
          Report  of  Form 10-Q for quarter ended June 30,  1995,
          and incorporated herein by reference).

10.53     Warrant to purchase up to 1,000,000 shares of
          Electrosource,  Inc.,  Common  Stock,  issued  to   ACM
          Advisors,  Zurich,  Switzerland, dated  July  27,  1995
          (filed as Exhibit 4.6 to Electrosource, Inc., Quarterly
          Report  on  Form 10-Q for quarter ended June 30,  1995,
          and incorporated herein by reference).

10.54     Warrant to purchase up to 250,000 shares  of
          Electrosource, Inc., Common Stock, issued to  Rosehouse
          Ltd.,  a Bermuda-based institutional buyer, dated  July
          27,  1995 (filed as Exhibit 4.4 to Electrosource, Inc.,
          Quarterly  Report on Form 10-Q for quarter  ended  June
          30, 1995, and incorporated herein by reference).

10.55     Representative Subscription Agreement entered
          into  by  each  participant with  Electrosource,  Inc.,
          dated on the date of execution (filed as Exhibit 4.1 to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference.).

10.56     Letter Agreement between Shoreline  Pacific,
          an  institutional buyer, and Electrosource, Inc., dated
          October 3, 1995 (filed as Exhibit 4.2 to Electrosource,
          Inc.,  Quarterly Report on Form 10-Q for quarter  ended
          September   30,  1995,  and  incorporated   herein   by
          reference).

10.57     Offshore  Securities Subscription  Agreement
          between  participants  and Electrosource,  Inc.,  dated
          October   10,   1995   (filed   as   Exhibit   4.3   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference).

10.58     Letter Agreement between Shoreline  Pacific,
          an  institutional buyer, and Electrosource, Inc., dated
          October   25,   1995   (filed   as   Exhibit   4.4   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference).

10.59     Offshore  Securities Subscription  Agreement
          between  participants  and Electrosource,  Inc.,  dated
          November   29,   1995   (filed  as   Exhibit   4.5   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference).

10.60     Form  of  8% Convertible Debentures  entered
          into  by  each  participant with  Electrosource,  Inc.,
          dated  November  29,  1995 (filed  as  Exhibit  4.6  to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          quarter  ended  September 30,  1995,  and  incorporated
          herein by reference).

10.61     Subcontract Number 21614-TTS-7 between AECT, Inc.,
          and  Electrosource, Inc., dated March 21, 1994,  (filed
          as  Exhibit 10.43 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1994,
          and incorporated herein by reference).

10.62     Purchase Agreement between Quantum Energy  Systems
          and  Technology  LLC  and  Electrosource,  Inc.,  dated
          November   14,  1994,  (filed  as  Exhibit   10.44   to
          Electrosource, Inc., Annual Report on Form 10-K for the
          period ended December 31, 1994, and incorporated herein
          by reference).

10.63     Equipment Lease Agreement dated April 6, 1995
          between  Ally  Capital Corporation  and  Electrosource,
          Inc.  (filed  as  Exhibit 10.1 to Electrosource,  Inc.,
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          September   30,  1995,  and  incorporated   herein   by
          reference.

10.64     Warrant to purchase up to 50,000  shares  of
          Electrosource,  Inc.,  Common  Stock,  issued  to  Ally
          Capital  Management Inc. on April 17,  1995  (filed  as
          Exhibit 4.1 to Electrosource, Inc., Quarterly Report on
          Form  10-Q  for  the quarter ended June 30,  1995,  and
          incorporated herein by reference.

10.65     Equipment Lease Agreement dated September 7, 1995,
          between  Salem  Capital Corporation and  Electrosource,
          Inc.

10.66     Warrant to purchase up to 90,000  shares  of
          Electrosource,   Inc.,   Common   Stock,   issued    to
          Oppenheimer  &  Co.,  Inc. (Investment  Bankers)  dated
          April  28, 1995 (filed as Exhibit 4.2 to Electrosource,
          Inc.,  Quarterly  Report on Form 10-Q for  the  quarter
          ended  June  30,  1995,  and  incorporated  herein   by
          reference).
10.67     National  Association of Securities  Dealers
          Automated  Quotation  System Oral Hearing  Notification
          (filed  as  an  Exhibit to the Company's  December  22,
          1995, Form 8-K and incorporated herein by reference).

10.68     Development  Agreement  and  Agreement   for
          Purchase    of    Machinery   and   Supplies    between
          Electrosource,   Inc.,   and   Charles    L.    Mathews
          ("Contractor") dated November 1, 1995.

10.69     Purchase Order Between Chrysler  Corporation
          and Electrosource, Inc., dated January 9, 1996.

10.70     Agreement  for  Aircraft  Starting  Battery
          Distribution between Electrosource, Inc.,  and  Horizon
          Aviation, Inc. dated February 13, 1996.

10.71     Joint   Development   Agreement    between
          Electrosource,  Inc., and Black & Decker  (U.S.)  Inc.,
          dated March 8, 1996.

The following  exhibits filed under Paragraph 10 of Item 601  are
the Company's compensation plans and arrangements:

10.72     Form of Director Indemnification Agreement (filed as Exhibit
          10.8 to Electrosource, Inc., Annual Report on Form 10-K
          for   the   period  ended  December   31,   1987,   and
          incorporated herein by reference).

10.73     Director  Indemnification Agreement dated  January  16,
          1992,  between Electrosource, Inc., and Charles Mathews
          (filed  as Exhibit 10.26 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1991, and incorporated herein by reference).

10.74     Director  Indemnification Agreement dated  January
          16,  1992,  between Electrosource, Inc., and  Benny  E.
          Jay  (filed  as  Exhibit 10.27 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1991,  and  incorporated   herein   by
          reference).

10.75     Director Indemnification Agreement dated  February
          12,  1992,  between  Electrosource,  Inc.,  and  Donald
          Thomas (filed as Exhibit 10.28 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1991,  and  incorporated   herein   by
          reference).

10.76     Director Indemnification Agreement dated  February
          12,  1992,  between  Electrosource,  Inc.,  and  Robert
          Trembath  (filed  as  Exhibit 10.29  to  Electrosource,
          Inc.,  Annual Report on Form 10-K for the period  ended
          December   31,   1991,  and  incorporated   herein   by
          reference).

10.77     Director Indemnification Agreement dated  February
          12,  1992, between Electrosource, Inc., and John Malone
          (filed  as Exhibit 10.30 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1991, and incorporated herein by reference).

10.78     Director Indemnification Agreement dated  November
          4,  1992,  between Electrosource, Inc., and  Thomas  S.
          Wilson (filed as Exhibit 10.41 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1992,  and  incorporated   herein   by
          reference).

10.79     Director  Indemnification  Agreement  dated  April
          17,  1993,  between Electrosource, Inc.,  and  John  H.
          Akin  (filed  as Exhibit 10.55 to Electrosource,  Inc.,
          Annual  Report  on  Form  10-K  for  the  period  ended
          December   31,   1993,  and  incorporated   herein   by
          reference).

10.80     Director Indemnification Agreement dated  June  1,
          1993,  between  Electrosource, Inc., and  Frank  Butler
          (filed  as Exhibit 10.56 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1993, and incorporated herein by reference).

10.81     Director Indemnification Agreement dated September 1, 1993, 
          between Electrosource, Inc., and  Dr. Norman Hackerman (filed as
          Exhibit 10.57 to Electrosource,  Inc., Annual Report on  Form  
          10-K  for the  period  ended December 31, 1993, and  incorporated
          herein by reference).

10.82     Director   Indemnification   Agreement   dated   S
          eptember  1,  1993,  between Electrosource,  Inc.,  and
          Todd    Templeton   (filed   as   Exhibit   10-58    to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1993, and  incorporated
          herein by reference)

10.83     Director Indemnification Agreement dated June  23,
          1994,  between  Electrosource,  Inc.,  and  Michael  G.
          Semmens,  (filed  as  Exhibit 10.72  to  Electrosource,
          Inc.,  Annual Report on Form 10-K for the period  ended
          December   31,   1994,  and  incorporated   herein   by
          reference).

10.84     Director Indemnification Agreement dated  November
          2,  1994,  between Electrosource, Inc., and Richard  S.
          Williamson,  (filed as Exhibit 10.73 to  Electrosource,
          Inc.,  Annual Report on Form 10-K for the period  ended
          December   31,   1994,  and  incorporated   herein   by
          reference).

10.85     Director Indemnification Agreement dated June
          22,  1995,  between  Electrosource,  Inc.,  and  Nathan
          Morton  (filed as Exhibit 10.2 to Electrosource,  Inc.,
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          June 30, 1995, and incorporated herein by reference).

10.86     Director Indemnification Agreement dated June
          22,  1995, between Electrosource, Inc., and William  R.
          Graham  (filed as Exhibit 10.1 to Electrosource,  Inc.,
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          June 30, 1995, and incorporated herein by reference).

10.87     1987  Stock  Option  Plan of  Electrosource,  Inc.
          (filed  as  Annex  A,  pages  44  to  48  of  Company's
          Information  Statement  filed  October  16,  1987,  and
          incorporated herein by reference).

10.88     Amendment  No.  1  to 1987 Stock  Option  Plan  of
          Electrosource,  Inc., dated February 19,  1992   (filed
          as  Exhibit 4.3 to Company's Registration Statement  on
          Form  S-8  [Registration Statement No. 33-49049]  filed
          June 30, 1992, and incorporated herein by reference).

10.89     Amendment  No.  2  to 1987 Stock  Option  Plan  of
          Electrosource,   Inc.  (filed  as  Exhibit   10.36   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

10.90     1988   Non-Employee  Director   Option   Plan   of
          Electrosource, Inc. (filed as Exhibit 4.2 to  Company's
          Registration   Statement  on  Form  S-8   [Registration
          Statement  No.  33-22223]  filed  June  7,  1988,   and
          incorporated herein by reference).

10.91     Amendment  No.  1  to 1988  Non-Employee  Director
          Stock  Option  Plan (filed as Exhibit 4.3 to  Company's
          Registration   Statement  on  Form  S-8   [Registration
          Statement  No.  33-49042]  filed  July  12,  1990,  and
          incorporated herein by reference).

10.92     Amendment  No.  2  to 1988  Non-Employee  Director
          Stock  Option  Plan (filed as Exhibit 4.4 to  Company's
          Registration   Statement  on  Form  S-8   [Registration
          Statement  No.  33-49042]  filed  June  30,  1992,  and
          incorporated herein by reference).

10.93     Amendment  No.  3  to 1988  Non-Employee  Director
          Stock   Option   Plan  (filed  as  Exhibit   10.40   to
          Electrosource,  Inc., Annual Report on  Form  10-K  for
          the  period  ended December 31, 1992, and  incorporated
          herein by reference).

10.94     Amendment No. 4 to 1988 Non-Employee Director
          Stock   Option   Plan  (filed  as   Exhibit   10.3   to
          Electrosource, Inc., Quarterly Report on Form 10-Q  for
          the  quarter  ended  June  30, 1995,  and  incorporated
          herein by reference).

10.95     1993 Non-Employee Consultant Stock Option Plan for
          Electrosource,   Inc.  (filed   as   Exhibit   4.2   to
          Registration   Statement  on  Form  S-8   [Registration
          Statement No. 33-65386]).

10.96     1994 Stock Option Plan of Electrosource, Inc.
          (filed   as   Exhibit  10.4  to  Electrosource,   Inc.,
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          June 30, 1995, and incorporated herein by reference).

10.97     Consulting Agreement dated June 26, 1989,  between
          Electrosource,  Inc.,  and  R.  J.  Blanyer  (filed  as
          Exhibit   10.18   to   Post-Effective   Amendment   and
          incorporated herein by reference).

10.98     Consulting Agreement dated July 1,  1989,  between
          Electrosource,  Inc.,  and Charles  Mathews  (filed  as
          Exhibit   10.19   to   Post-Effective   Amendment   and
          incorporated herein by reference).

10.99     Consulting  Agreement  dated  November   1,   1995
          between Electrosource, Inc., and Charles L. Mathews.

10.100    Consulting Agreement effective December 30,  1991
          between  Electrosource, Inc., and Mark A.  Huse  (filed
          as  Exhibit 10.22 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1991,
          and incorporated herein by reference).

10.101    Consulting  Agreement dated  September  1,  1992,
          between   Electrosource,  Inc.,  and  Norman  Hackerman
          (filed  as Exhibit 10.45 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1992, and incorporated herein by reference).

10.102    Consulting  Agreement  dated  August   1,   1993,
          between  Electrosource,  Inc.,  and  Norman  Hackerman,
          (filed  as Exhibit 10.71 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1994, and incorporated herein by reference).

10.103    Agreement  dated  December  19,   1995,   between
          Electrosource, Inc., and Robert M. Trembath.

10.104    Consulting  Agreement  dated  January  1,   1993,
          between  Electrosource, Inc., and Robert Holden  (filed
          as  Exhibit 10.46 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1992,
          and incorporated herein by reference).

10.105    Consulting  Agreement  dated  January  1,   1993,
          between  Electrosource, Inc., and  Wilburn  B.  Laubach
          (filed  as Exhibit 10.48 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1992, and incorporated herein by reference).

10.106    Consulting  Agreement  dated  February  5,  1992,
          between Electrosource, Inc., and John D. Malone  (filed
          as  Exhibit 10.49 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1992,
          and incorporated herein by reference).

10.107    Consulting  Agreement  dated   March   1,   1992,
          between  Electrosource, Inc.,  and  C.  R.  Kline,  Jr.
          (filed  as Exhibit 10.47 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1992, and incorporated herein by reference).

10.108    Consulting  Agreement  dated  August  11,   1992,
          between Electrosource, Inc., and Ralph E. White  (filed
          as  Exhibit 10.52 to Electrosource, Inc., Annual Report
          on  Form  10-K for the period ended December 31,  1992,
          and incorporated herein by reference).

10.109    Letter  Agreement dated August 12, 1993,  between
          Electrosource,  Inc. and John Akin  (filed  as  Exhibit
          10.50  to Company's Registration Statement on Form  S-1
          [Registration  Statement No. 33-65248] filed  June  30,
          1993, and incorporated herein by reference).

10.110    Consulting Agreement dated July 6, 1994,  between
          Electrosource, Inc., and John M. Lushetsky,  (filed  as
          Exhibit 10.45 to Electrosource, Inc., Annual Report  on
          Form  10-K for the period ended December 31, 1994,  and
          incorporated herein by reference).

10.111    Consulting Agreement dated September 1, 1995,
          between  Electrosource,  Inc., and  Liviakis  Financial
          Communications, Inc. (filed as Exhibit 10.3 to Form 10-
          Q  for  the  quarter  ended  September  30,  1995,  and
          incorporated herein by reference).

10.112    Offer  of  Employment  dated  October  11,  1994,
          between  Electrosource, Inc., and Michael L. Weinstein,
          (filed  as Exhibit 10.74 to Electrosource, Inc., Annual
          Report  on Form 10-K for the period ended December  31,
          1994, and incorporated herein by reference).

10.113    Separation,  Release  and  Indemnity  Agreement   dated
          September  23, 1995, between Electrosource,  Inc.,  and
          Michael L. Weinstein.

10.114    Offer  of Employment dated May 26, 1994,  between
          Electrosource, Inc., and Michael G. Semmens  (filed  as
          an  Exhibit to the Company's Form 10-Q/A No. 1 for  the
          period ended June 30, 1994, and incorporated herein  by
          reference).

10.115    Consulting  Agreement  dated  August   1,   1995,
          between Donald C. Perriello and Electrosource, Inc.

10.116    Consulting  Agreement  dated  December  1,  1995,
          between William Griffin and Electrosource, Inc.

10.117    Consulting Agreement dated March 4, 1995, between
          Beacon   Advisors,  Inc.  (Langhorne  Reid,  III)   and
          Electrosource, Inc.

10.118    Consulting  Agreement  dated  January  1,   1996,
          between Jack J. Guy and Electrosource, Inc.

10.119    Consulting  Agreement  dated  Novemer  15,  1994,
          between Richard C. Baker dba Talbot Management Services
          and Electrosource, Inc.


24.1      Consent of Ernst & Young LLP.

27        Financial Data Schedule

*    Confidential  treatment of certain information contained  in
     this Agreement has been requested pursuant to Rule 406,  and
     the   Agreement  has  therefore  been  omitted   and   filed
     separately with the Commission.


(b)  Reports on Form 8-K.

     Reports  on Form 8-K filed during the quarter ended December 31, 1995 were:

          October 10, 1995, Restated Financial Statements of December 31, 
              1994, to include recent developments.
          December 22, 1995, Notice of Intent to Terminate Distributorship 
              Agreement between Mitsui Engineering and Shipbuilding Co. Ltd.
              and Electrosource, Inc., dated December 5, 1995.
          December 22, 1995, National Association of Securities Dealers 
              Automatic Quotation System Oral Hearing Notification.