SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                                  FORM 10-K
(Mark One)
|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange 
    Act of 1934
      For the fiscal year ended September 30, 1996,     or

| | Transition report pursuant to Section 13 or 15(d) of the Securities 
    Exchange Act of 1934

    Commission File Number 1-9789
                           ------

                             TECH/OPS SEVCON, INC.
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)

           Delaware                                         04-2985631
-------------------------------                      ----------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                      Identification Number)

                 ONE BEACON STREET, BOSTON, MASSACHUSETTS 02108
              -----------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

           Registrant's Area Code and Telephone Number (617) 523-2030
                                                       --------------

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

                                                      (Name of Exchange
       (Title of Each Class)                         on Which Registered)
--------------------------------------             -----------------------
Common Stock, Par Value $.10 Per Share             American Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this form 10-K.  [X]

As of November 20, 1996, 3,089,532 common shares were outstanding, and the 
aggregate market value of the common shares (based upon the closing price on 
the American Stock Exchange) held by non-affiliates was approximately 
$29,700,000.

Documents incorporated by reference:  Proxy Statement for Annual Meeting of 
Stockholders - January 22, 1997 - Items 10, 11, 12 and 13.

                                     1
<PAGE>
                                    INDEX

ITEM                                                                    PAGE
----------------------------------------------------------------------------

PART I
1.  BUSINESS
        General Description .............................................  3
        Marketing and Sales .............................................  3
        Patents .........................................................  3
        Backlog .........................................................  3
        Raw Materials ...................................................  3
        Competition .....................................................  3
        Research and Development ........................................  4
        Environmental Regulations .......................................  4
        Employees and Labor Relations ...................................  4
2.  PROPERTIES ..........................................................  4
3.  LEGAL PROCEEDINGS ...................................................  4
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .................  5
    EXECUTIVE OFFICERS OF THE REGISTRANT.................................  5

PART II
5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS   5
6.  SELECTED FINANCIAL DATA .............................................  6
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
    RESULTS OF OPERATIONS ...............................................  6
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
        Consolidated Balance Sheets .....................................  9
        Consolidated Statements of Income ............................... 11
        Consolidated Statements of Stockholders' Investment ............. 12
        Consolidated Statements of Cash Flows ........................... 14
        Notes to Consolidated Financial Statements ...................... 15
        Report of Independent Public Accountants ........................ 23
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE ................................................ 24

PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT .................. 24
11. EXECUTIVE COMPENSATION .............................................. 24
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ...... 24
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...................... 24

PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
        Exhibits ........................................................ 24
        Financial Statements and Schedules .............................. 24
        Form 8-K ........................................................ 24
        Signatures of Registrant and Directors .......................... 26

SCHEDULES
II  RESERVES ............................................................ 28


Schedules other than the one referred to above have been omitted as
inapplicable or not required, or the information is included elsewhere
in financial statements or the notes thereto.

                                       2
<PAGE>
                                     PART I
Item 1. BUSINESS

General description

Tech/Ops Sevcon, Inc. ("Tech/Ops Sevcon", or the "Company"), is a Delaware 
corporation organized on December 22, 1987 to carry on the electronic 
controller business previously performed by Tech/Ops, Inc. (Tech/Ops). 
Through wholly-owned subsidiaries located in the United States, England, and 
France, the Company designs, manufactures, sells, and services, under the 
Sevcon name, solid-state products which control motor speed and acceleration 
for battery powered electric vehicles in a number of applications, primarily 
electric fork lift trucks, aerial lifts and underground coal-mining 
equipment. Through another subsidiary located in the United Kingdom, 
Tech/Ops Sevcon manufactures special metalized film capacitors for 
electronics applications.

Marketing and sales

Sales are made primarily through a small full-time marketing staff. Sales in 
the United States were $11,425,000, $8,685,000 and $6,116,000, in 1996, 1995 
and 1994, respectively, which accounted for approximately 42%, 39%, and 39%, 
respectively, of total sales. Approximately 48% of controller sales are made 
to ten manufacturers of such equipment in the United States, Europe and the 
Far East.

Patents

The Company believes that its business is not dependent on patent 
protection. Rather, it is primarily dependent upon the Company's technical 
competence, the quality of its products, and its prompt and responsive 
service performance. However, the rights to inventions of employees working 
for Tech/Ops Sevcon are assigned to the Company.

Backlog

Tech/Ops Sevcon's backlog at September 30, 1996 was $4,045,000 compared to 
$3,391,000 in September 1995, and $2,429,000 in September 1994. Backlog 
increased by $654,000, or 19%, during fiscal 1996. The increase in backlog 
was mainly due to higher current business levels.

Raw Materials

Tech/Ops Sevcon's products require a wide variety of components and 
materials. The Company has many sources for most of such components and 
materials and produces certain of these items internally.  The Company 
believes that its sources and availability of its raw materials are 
adequate.

Competition

In the United States, the Company competes primarily with a division of the 
General Electric Company, which has a significant share of the market. 
Overseas, Tech/Ops Sevcon has several international competitors, including 
General Electric Company, as well as a number of small competitors that 
operate only in local markets. In addition, several large manufacturers of 
fork lift trucks make their own controllers, although their product is 
                                   3
<PAGE>
generally for internal use only. The Company believes that it is one of the 
largest independent suppliers of such devices outside of the United States.

Research and development

Tech/Ops Sevcon's technological expertise has been an important factor in 
its growth. The Company regularly pursues product improvements to maintain 
its technical position. Research and development expenditure amounted to 
$1,579,000 in 1996 compared to $1,381,000 in 1995 and $1,096,000 in 1994.  
Expenditure increased by 14% in 1996 and 26% in 1995.

Environmental regulations

The Company complies, to the best of its knowledge, with federal, state and 
local provisions which have been enacted or adopted regulating the discharge 
of materials into the environment or otherwise protecting the environment. 
This compliance has not had, nor is it expected to have, a material effect 
on the capital expenditures, earnings, or competitive position of Tech/Ops 
Sevcon.

Employees and labor relations

As of September 30, 1996, the Company employed 263 full-time employees, of 
whom 33 were in the United States, 222 were in the United Kingdom, 6 were in 
France, and two were in the Far East. Tech/Ops Sevcon believes its relations 
with its employees are good.



ITEM 2. PROPERTIES

A subsidiary of the Company leases approximately 12,000 square feet in 
Burlington, Massachusetts, under a lease expiring in 1998, with two five-
year options thereafter. The building is used for the manufacture of 
electronic controllers, together with sales and service offices. The United 
Kingdom electronic controller business of Tech/Ops Sevcon is carried on in a 
building owned by it located in Gateshead, England, containing 40,000 square 
feet of space. The land on which this building stands is held on a lease 
expiring in 2068.  In October 1996, a 125 year lease was acquired for a 
newly constructed 20,000 square foot building in Gateshead, England, 
adjacent to the existing building.  5,000 square feet of space is also 
rented near Paris, France under a lease expiring in 1997. The capacitor 
subsidiary of the Company owns a 9,000 square foot building, built in 1981, 
in Wrexham, Wales.

The properties and equipment of the Company are in good condition and, in 
the opinion of the management, are suitable and adequate for the Company's 
operations.



ITEM 3. LEGAL PROCEEDINGS 

The Company is involved in various legal proceedings, but believes that 
these matters will be resolved without a material effect on its financial 
position.
                                   4
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


EXECUTIVE OFFICERS OF THE REGISTRANT

Name of Officer          Age     Position
---------------------------------------------------------------------------
Bernard F. Start         58      President and Chief Executive Officer
Matthew Boyle            34      Vice President and Chief Operating Officer
Paul A. McPartlin        51      Vice President & Chief Financial Officer
Paul B. Rosenberg        64      Treasurer
---------------------------------------------------------------------------

All officers have served in their present positions for more than five 
years, except for Mr. Boyle who was appointed Vice President and Chief 
Operating Officer on November 5, 1996.  Mr. Start was Managing Director of 
the electronic controller business of the Company's predecessor, Tech/Ops, 
Inc., since 1977 before becoming President of the Company.  From 1994 until 
he joined the Company in November 1996, Mr. Boyle was the General Manager of 
the Regulateurs Europa business of GEC Alsthom in Colchester, England.  
Prior to that, Mr. Boyle was General Manager of the Scottish Strategic 
Business Unit of Honeywell Control Systems, Ltd.

Mr. McPartlin has been the Financial Director of the Company's UK operations 
for more than five years. Mr. Rosenberg is President and CEO of Tech/Ops 
Corporation, and was Vice President - Finance and Administration and 
Treasurer of Tech/Ops, Inc. for more than five years.

There are no family relationships between any director or executive officer 
and any other director or executive officer of the Company.



                                  PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER 
MATTERS

The Common Stock of the Company is traded on the American Stock Exchange 
under the symbol TO.  A summary of the market prices of, and dividends paid 
on, the Company's common stock is shown in the table below.  All prices have 
been restated to reflect a two-for-one stock split effective August 28, 
1995.  At November 20, 1996, there were approximately 600 shareholders of 
record.
<TABLE>
<CAPTION>
                       First     Second     Third     Fourth     Total
                     Quarter    Quarter   Quarter    Quarter      Year
    Fiscal 1996
<S>                 <C>       <C>       <C>        <C>       <C>
High                  $13.00     $14.50    $22.88     $17.13    $22.88
Low                     9.75      10.50     14.00      12.50      9.75
Dividend              $ .125     $ .125    $ .125     $  .15    $ .525

                                        5
<PAGE>
                       First     Second     Third     Fourth     Total
                     Quarter    Quarter   Quarter    Quarter      Year
    Fiscal 1995
High                  $ 8.50     $ 7.94    $14.63     $15.50    $15.50
Low                     6.75       7.13      7.13      11.88      6.75
Dividend              $  .10     $  .10    $  .10     $ .125    $ .425
</TABLE>


ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the five years ended September 30:      (in 000's except per share data)
                                    1996     1995     1994     1993     1992
                                    ----     ----     ----     ----     ----
<S>                            <C>      <C>      <C>      <C>      <C>   
Net sales                        $27,197  $22,431  $15,835  $14,635  $17,587
Operating income                   4,570    3,695    1,985    1,445    2,102
Net income                         3,036    2,580    1,350    1,076    1,546
Income per share (a)             $   .97  $   .81  $   .44  $   .34  $   .48
Dividends per share (a) (b)         .525     .425     .288      .25     .175
Average shares outstanding (a)     3,036    3,171    3,102    3,194    3,232
Total assets                     $14,645  $12,981  $10,595  $ 9,043  $10,436
</TABLE>
(a) Restated to reflect two for one stock split effective August 28, 1995.

(b) In September 1996, the Company increased its regular quarterly dividend 
from $.125 per share to $.15 per share.  In September 1995, the Company 
increased its regular quarterly dividend from $.10 per share to $.125 per 
share.  In September 1994, the dividend was raised, on a restated basis, 
from $.0625 per share to $.10 per share.



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS


A) Results of Operations

1996 compared to 1995

Sales increased by $4,766,000, or 21%, to $27,197,000.  This sales increase 
arose from improved market conditions, particularly in the USA, the 
expansion of sales to the aerial lift industry and new business gains. Sales 
in the USA increased by $2,740,000, or 32%.  In other markets, mainly Europe 
and the Far East, which accounted for 58% of sales, there was a 15% sales 
increase.  Currency fluctuations did not have a significant impact on sales 
in 1996.  The effect of price increases on fiscal 1996 sales was 
approximately 5%.

Gross profit was 40.3% of sales in 1996 compared to 41.5% in 1995.  The 
decrease in gross profit was due to start-up costs of new products, 
increased material costs and higher warranty costs.  Gross profit was 
$1,633,000 higher than last year.  Selling, general and administrative 
expenses increased by $758,000, or 13%, in 1996, mainly due to higher 

                                   6
<PAGE>
volumes.  Operating income increased by $875,000, or 24%, to $4,570,000. 
This increase was due to higher sales.

In fiscal 1996, income before income taxes was 21% ahead of the previous 
year at $4,570,000.  Income taxes were 34% of pre-tax income compared to 31% 
last year. The higher average tax rate was due to lower tax credits in 1996 
and because a higher proportion of the Company's profits that were earned in 
the USA where average tax rates are higher.  Net income increased by 
$456,000, or 18%.  Income per share was $.97 compared to $.81 last year, an 
increase of 20%.  Average shares outstanding decreased by 1% mainly as a 
result of stock repurchases, partially offset by the exercise  of employee 
stock options.


1995 compared to 1994

Sales increased by $6,596,000, or 42%, to $22,431,000.  This sales increase 
arose from improved worldwide market conditions, the expansion of sales to 
the aerial lift industry and new business gains.  Sales in the USA increased 
by $2,529,000, or 42%.  In other markets, mainly Europe and the Far East, 
which accounted for 61% of sales, there was a 41% sales increase.  Currency 
fluctuations did not have a significant impact on sales in 1995.  The effect 
of price increases on fiscal 1995 sales was less than 2%.  However, 
increased material costs late in the fiscal year resulted in the Company 
increasing its selling prices, applicable mainly to fiscal year 1996.

Gross profit was 42% of sales in both 1995 and 1994.  As a result of 
increased volumes, gross profit was $2,616,000 higher than last year.  
Selling, general and administrative expenses increased by $906,000, or 19%, 
in 1995.  Within this, spending on research and development increased by 26% 
to $1,381,000.  Operating income increased by $1,710,000, or 86%, to 
$3,695,000.  This increase was due to both higher sales and control of 
operating expense levels.

Income before income taxes in 1995 was $3,764,000, an increase of 86%.  
Income taxes were 31% of pre-tax income compared to 33% last year.  The 
decrease in the average tax rate was mainly because a greater proportion of 
the Company's profits were earned in foreign countries which have lower tax 
rates than the USA.  Net income increased by $1,230,000, or 91%, to 
$2,580,000.  Income per share was $.81 compared to $.44 last year, an 
increase of 84%.  Average shares outstanding increased by 2% mainly as a 
result of stock options.


B) Liquidity and capital resources

Cash balances increased by $194,000 during 1996 to $2,886,000.  Dividends 
paid during fiscal 1996 amounted to $1,534,000.  Stock repurchases and 
option activity resulted in a net cash outflow of $684,000.  Operating 
activities generated $2,172,000, and $229,000 was spent on capital 
equipment.  The increase in receivables reflected business levels in the 
fourth quarter.  Inventories increased by $665,000, or 22%, mainly due to 
higher volumes.

                                   7
<PAGE>
The Company purchased in October 1996 a new manufacturing building in the UK 
at a cost of $1,172,000.  In connection with this, the Company has arranged 
a 3 year term loan of $688,000.  The Company has, since January 1990, 
maintained a program of regular cash dividends. The regular quarterly cash 
dividend, which currently amounts to $463,000 per quarter, was increased in 
September 1996 by 20% to $.15 per share.  Tech/Ops Sevcon's resources, in 
the opinion of management, are adequate for projected operations and capital 
spending programs, as well as continuation of the cash dividend.



                                    









































                                      8
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED BALANCE SHEETS
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
September 30, 1996 and 1995                        (in thousands of dollars)
----------------------------------------------------------------------------
ASSETS                                                         1996    1995
----------------------------------------------------------------------------
<S>                                                       <C>     <C>
Current assets:
  Cash and cash equivalents                                 $ 2,886 $ 2,692
  Receivables, net of allowances for doubtful accounts of
    $150,000 in 1996 and $153,000 in 1995                     5,386   4,487
  Inventories                                                 3,628   2,963
----------------------------------------------------------------------------
Total current assets                                         11,900  10,142
----------------------------------------------------------------------------
Property, plant and equipment, at cost: 
  Land and improvements                                          22      22
  Buildings and improvements                                    707     716
  Equipment                                                   3,425   3,275
----------------------------------------------------------------------------
                                                              4,154   4,013
    Less: accumulated depreciation and amortization           2,861   2,664
----------------------------------------------------------------------------
Net property, plant and equipment                             1,293   1,349
---------------------------------------------------------------------------
Cost of purchased businesses in excess of net assets acquired 1,435   1,435
Other assets                                                     17      55
----------------------------------------------------------------------------
TOTAL ASSETS                                                $14,645 $12,981
----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>     
----------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------------------------------------------
<S>                                                       <C>     <C>
Current liabilities:
  Accounts payable                                          $ 1,821 $ 2,019
  Dividend payable                                              463     387
  Accrued compensation and related costs                        837     738
  Other accrued expenses                                      1,451   1,111
  Accrued and deferred taxes on income                          801     423
----------------------------------------------------------------------------
Total current liabilities                                     5,373   4,678
----------------------------------------------------------------------------
Deferred taxes on income                                        161     178
----------------------------------------------------------------------------
Commitments and contingencies (note 4)
----------------------------------------------------------------------------
</TABLE>


                                      9
<PAGE>
STOCKHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
<S>                                                         <C>      <C>     
Preferred stock, par value $.10 per share
  - authorized - 1,000,000 shares; outstanding - none             -       -
Common stock, par value $.10 per share
  - authorized - 8,000,000 shares in 1996 and
  4,000,000 in 1995; outstanding 3,101,690
  in 1996 and 3,097,523 in 1995                                 310     310
Treasury stock, 12,158 shares, at cost                         (122)     -
Premium paid in on common stock                               3,716   3,383
Retained earnings                                             5,787   4,926
Cumulative translation adjustment                              (580)   (494)
----------------------------------------------------------------------------
Total stockholders' investment                              $ 9,111 $ 8,125
----------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT              $14,645 $12,981
----------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial 
statements.



































                                     10
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
For the Years ended September 30, 1996, 1995 and 1994 (in thousands except 
per share data)
----------------------------------------------------------------------------
                                                   1996      1995      1994
----------------------------------------------------------------------------
<S>                                           <C>       <C>       <C>
Net sales                                       $27,197   $22,431   $15,835
----------------------------------------------------------------------------
Costs and expenses:
  Cost of sales                                  16,249    13,116     9,136
  Selling, general and administrative             6,378     5,620     4,714
----------------------------------------------------------------------------
                                                 22,627    18,736    13,850
----------------------------------------------------------------------------
Operating income                                  4,570     3,695     1,985

Interest income                                      45        70        40
Other (expense), net                                (45)       (1)      (15)
----------------------------------------------------------------------------
Income before income taxes                        4,570     3,764     2,010

Income taxes                                     (1,534)   (1,184)     (660)
----------------------------------------------------------------------------
Net income                                      $ 3,036   $ 2,580   $ 1,350
----------------------------------------------------------------------------
Income per share (a)                               $.97      $.81      $.44
----------------------------------------------------------------------------
Average common and common equivalent
  shares outstanding (a)                          3,145     3,171     3,102
----------------------------------------------------------------------------
</TABLE>
(a) Restated to reflect two-for-one stock split effective August 28, 1995.

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

















                                    11
<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
For the Years ended September 30, 1994, 1995 and 1996 (in thousands of 
dollars)
----------------------------------------------------------------------------
                                  Premium
                                    paid              Cumulative       Total
                                   in on                trans-       stock-
                Common   Treasury  common    Retained   lation      holders'
                stock (a) stock    stock (a) earnings adjustment  investment
----------------------------------------------------------------------------
<S>            <C>      <C>     <C>        <C>       <C>         <C>
Balance Sept 30,
  1993           $ 305    $   -   $ 2,887    $ 3,386    $ (730)     $ 5,848

Net income           -        -         -      1,350         -        1,350

Dividends ($.2875
  per share)         -        -         -       (875)        -         (875)

Currency
 translation
  adjustment         -        -         -          -       151          151

Tax benefit 
  on exercise
  of stock options   -        -        96          -         -           96

Exercise of
  stock options      -        -         4         (6)        -           (2)
----------------------------------------------------------------------------
Balance Sept 30,
  1994             305        -     2,987      3,855      (579)       6,568

Net income           -        -         -      2,580         -        2,580

Dividends ($.425
 per share)          -        -         -     (1,301)        -       (1,301)

Currency
  translation
  adjustment         -        -         -          -        85           85

Tax benefit
  on exercise of
  stock options      -        -       257          -         -          257

Exercise of
  stock options      5        -       139       (208)        -          (64) 
----------------------------------------------------------------------------
Balance Sept 30,
  1995             310        -     3,383      4,926      (494)       8,125



                                       12
<PAGE>
Net income           -        -         -      3,036         -        3,036

Dividends ($.525
 per share)          -        -         -     (1,610)        -       (1,610)

Currency 
  translation
  adjustment         -        -         -        -        ( 86)        ( 86)

Purchase of
  treasury stock     -     (529)        -        -           -         (529)

Tax benefit
  on exercise of
  stock options      -        -       330        -           -          330

Exercise of
  stock options      -      407         3       (565)        -         (155)

----------------------------------------------------------------------------
Balance Sept 30,
  1996           $ 310    $(122)   $3,716     $5,787     $(580)      $9,111
----------------------------------------------------------------------------
</TABLE>
(a) Restated to reflect two-for-one stock split effective August 28,1995 and 
change in par value effective January 27,1993.

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



























                                  13
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
For the Years ended September 30, 1996, 1995 and 1994 (in thousands of 
dollars)
----------------------------------------------------------------------------
                                                     1996     1995     1994
----------------------------------------------------------------------------
<S>                                              <C>      <C>      <C>
Net cash flow from operating activities:
Net income                                         $3,036   $2,580   $1,350

Adjustments to reconcile net income to net cash
  from operating activities:
  Depreciation and amortization                       270      249      241
  Deferred tax provision                              (17)     ( 7)       8
  Increase (decrease) in cash resulting from changes
      in operating assets and liabilities:
    Receivables                                      (899)    (698)  (1,096)
    Inventories                                      (665)  (1,194)  (   74)
    Accounts payable                                 (198)     732      251
    Accrued compensation and expenses                 439     (119)     348
    Accrued and deferred taxes on income              708      398      206
    Other assets                                       38       54       42
----------------------------------------------------------------------------
Net cash generated from operating activities        2,712    1,995    1,276
----------------------------------------------------------------------------

Cash flow used by investing activities:
  Acquisition of property, plant and equipment       (229)    (407)    (267)
----------------------------------------------------------------------------
Cash flow used by financing activities:
  Purchase of common stock                         (1,007)    (379)    ( 10)
  Exercise of stock options                           323      315        8
  Dividends paid                                   (1,534)  (1,219)    (760)
----------------------------------------------------------------------------
  Net cash used by financing activities            (2,218)  (1,283)    (762)
----------------------------------------------------------------------------
Effect of exchange rate changes on cash            (   71)      51      116
----------------------------------------------------------------------------
Net increase (decrease) in cash                       194      356      363

Beginning balance - cash and cash equivalents       2,692    2,336    1,973
----------------------------------------------------------------------------
Ending balance - cash and cash equivalents         $2,886   $2,692   $2,336
----------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
  Cash paid for income taxes                       $  884   $  773   $  317
----------------------------------------------------------------------------
Supplemental disclosure of non-cash financing activity:
  Dividend declared                                $  463   $  387   $  305
----------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial 
statements.
                                      14
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TECH/OPS SEVCON, INC. AND SUBSIDIARIES

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of presentation

The accompanying consolidated financial statements include the accounts of 
Tech/Ops Sevcon, Inc. (Tech/Ops Sevcon), Sevcon, Inc., Sevcon Limited and 
subsidiaries, and Sevcon SA. All material intercompany transactions have 
been eliminated.

The amount by which the cost of purchased businesses included in the 
accompanying financial statements exceeded the fair value of net assets at 
the date of acquisition has been charged to "Cost of purchased businesses in 
excess of net assets acquired". The Company assesses the carrying value of 
this asset whenever events or changes in circumstances indicate that this 
value has diminished. The Company considers the future profitability of the 
business in assessing the value of this asset. The excess related to 
acquisitions initiated prior to November 1, 1970 ($1,435,000) is not being 
amortized, since in the opinion of management there has been no diminution 
in the value of the excess related to these acquisitions. The excess related 
to subsequent acquisitions has been fully amortized.

During 1995,, the Financial Accounting Standards Board issued SFAS #123 
which defines a fair value based method of accounting for employee stock 
options or similar equity instruments, and encourages all entities to adopt 
that method of accounting.  However, it also allows an entity to continue to 
measure compensation costs using the method of accounting prescribed by APB 
#25.  The Company has elected to account for its stock-based compensation 
plans under APB #25.

B. Research and development

The cost of research and development programs is charged against income as 
incurred and amounted to approximately $1,579,000 in 1996, $1,381,000 in 
1995, and $1,096,000 in 1994.


C. Depreciation and maintenance

Plant and equipment are depreciated on a straight-line basis over their 
estimated useful lives, which are primarily fifty years for buildings and 
seven years for equipment. Maintenance and repairs are charged to expense 
and renewals and betterments are capitalized.











                                   15
<PAGE>
D. Inventories

Inventories are priced at the lower of cost or market. Inventory costs 
include materials, direct labor and manufacturing overhead, are relieved 
from inventory on a first-in, first-out basis and comprised of:
<TABLE>
<CAPTION>
                                                  (in thousands of dollars)
----------------------------------------------------------------------------
                                                       1996           1995
----------------------------------------------------------------------------
<S>                                                <C>            <C>
Raw materials                                        $1,706         $1,643
Work-in-process                                       1,060            779
Finished goods                                          862            541
----------------------------------------------------------------------------
                                                     $3,628         $2,963
----------------------------------------------------------------------------
</TABLE>
E. Income taxes

Tech/Ops Sevcon files tax returns in the respective countries in which it 
operates. The Company accounts for income taxes in accordance with Financial 
Accounting Standards Board Statement #109 (FAS 109). Under FAS 109, the 
financial statements reflect the current and deferred tax consequences of 
all events recognized in the financial statements or tax returns.


F. Translation of foreign currencies

Tech/Ops Sevcon translates the assets and liabilities of its foreign 
subsidiaries at the current rate of exchange, and income statement accounts 
at the average exchange rates in effect during the period. Gains or losses 
from foreign currency translation are credited or charged to cumulative 
translation adjustment included in stockholders' investment in the balance 
sheet. Foreign currency transaction gains and losses are included in costs 
and expenses.


G. Cash equivalents

The Company considers all highly liquid investments with a maturity of 90 
days or less to be cash equivalents. Such investments are generally money 
market funds, bank certificates of deposit, US Treasury bills and short-term 
bank deposits in Europe.


H. Use of estimates in preparation of financial statements.

The presentation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosures of contingent assets and liabilities as of the date of the 
financial statements and the reported amounts of income and expenses during 
the reporting periods.  Operating results in the future could vary from the 
amounts derived from management's estimates and assumptions.

                                16
<PAGE>
I. Fair value of financial instruments

The Company's financial instruments consist mainly of cash and cash 
equivalents, accounts receivable and accounts payable.  The carrying amount 
of these financial instruments as of September 30, 1996, approximate fair 
value due to the short term nature of these instruments.


(2) CAPITAL STOCK

All references to shares of common stock have been restated to reflect a 
two-for-one stock split, in the form of a stock dividend, effective August 
28, 1995 and the change in par value effective January 27, 1993. 

Tech/Ops Sevcon, Inc. has two classes of capital stock, preferred and 
common. There are authorized 1,000,000 shares of preferred stock, $.10 par 
value.  In January 1996, the number of authorized shares of common stock, 
$.10 par value, was increased from 4,000,000 to 8,000,000.

In the year ended September 30, 1996, the Company purchased 52,500 shares 
for treasury stock at a total cost of $529,000.  No such shares were 
purchased in 1995 or 1994.

In January 1996, stockholders approved the Company's 1996 Equity Incentive 
Plan which superseded the Company's 1987 Key Employee Stock Bonus & Option 
Plan.  There were 29,000 shares remaining available for award under the 
Company's 1987 plan and an additional 100,000 shares were approved by the 
stockholders, making a total number of shares available for award under the 
1996 plan of 129,000.  No awards have yet been made under the 1996 plan.
Recipients of grants or options must execute a standard form of non-
competition agreement.  Options granted are exercisable at a price not less 
than fair market value on the date of grant.  This plan also provides for 
the grant of stock appreciation rights, either separately, or in relation to 
options granted, and for the grant of bonus shares.  No stock appreciation 
rights or bonus shares have been granted.  Option transactions under the 
plan for the three years ended September 30, 1996 were as follows:
<TABLE>
<CAPTION>
                                       Shares under option      Price range
<S>                                              <C>          <C>
Outstanding at September 30, 1993                  225,800      $1.88-$4.97
Exercised in 1994                                   (1,750)           $4.97
----------------------------------------------------------------------------
Outstanding at September 30, 1994                  224,050      $1.88-$4.97
Exercised in 1995                                  (81,098)     $1.88-$4.97
----------------------------------------------------------------------------
Outstanding at September 30, 1995                  142,952      $3.31-$4.97
Exercised in 1996                                 ( 69,975)     $3.31-$4.97
----------------------------------------------------------------------------
Outstanding at September 30, 1996                   72,977      $3.31-$4.97
----------------------------------------------------------------------------
Exercisable at September 30, 1996                   72,977      $3.31-$4.97
----------------------------------------------------------------------------
</TABLE>
In connection with the exercise of employee stock options, the Company 
repurchased from employees 1,336 shares in 1994, 28,777 shares in 1995, and 
25,466 shares in 1996.
                                   17
<PAGE>
(3) INCOME TAXES

The domestic and foreign components of income before income taxes are as 
follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                                   (in thousands of dollars)
----------------------------------------------------------------------------
                                                 1996       1995       1994
----------------------------------------------------------------------------
<S>                                          <C>        <C>        <C>
Domestic                                       $1,691     $1,028     $  824
Foreign                                         2,879      2,736      1,186
----------------------------------------------------------------------------
                                               $4,570     $3,764     $2,010
----------------------------------------------------------------------------
</TABLE>
The components of the provision for income taxes for the years ended 
September 30, 1996, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                                   (in thousands of dollars)
----------------------------------------------------------------------------
                                                           1996
----------------------------------------------------------------------------
                                         Current       Deferred       Total
----------------------------------------------------------------------------
<S>                                     <C>            <C>        <C>
Federal                                   $  578         $( 171)     $  407
State                                        195          (  53)        142
Foreign                                      997          (  12)        985
----------------------------------------------------------------------------
                                          $1,770         $( 236)     $1,534
----------------------------------------------------------------------------
                                                           1995
----------------------------------------------------------------------------
                                         Current       Deferred       Total
----------------------------------------------------------------------------
Federal                                   $  221         $    -      $  221
State                                        102              -         102
Foreign                                      854              7         861
----------------------------------------------------------------------------
                                          $1,177         $    7      $1,184
----------------------------------------------------------------------------
                                                           1994
----------------------------------------------------------------------------
                                         Current       Deferred       Total
----------------------------------------------------------------------------
Federal                                   $  103         $    -      $  103
State                                         95              -          95
Foreign                                      454              8         462
----------------------------------------------------------------------------
                                          $  652         $    8      $  660
----------------------------------------------------------------------------
</TABLE>
                                     18
<PAGE>
The provision for income taxes in each period differs from that which would 
be computed by applying the statutory US Federal income tax rate to the 
income before income taxes. The following is a summary of the major items 
affecting the provision:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                                   (in thousands of dollars)
----------------------------------------------------------------------------
                                               1996        1995        1994
----------------------------------------------------------------------------
<S>                                           <C>         <C>         <C>
Statutory Federal income tax rate               34%         34%         34%
Computed tax provision
  at statutory rate                          $1,554      $1,280      $  683
Increases (decreases) resulting from:
  Foreign tax rate differentials                  7          (1)         (9)
  State taxes net of federal tax benefit         94          67          63
  Foreign tax credits and other                (121)       (162)        (77)
Income tax provision in
  the Statement of Income                    $1,534      $1,184      $  660
----------------------------------------------------------------------------
</TABLE>
Deferred income taxes result from temporary differences in reporting 
transactions for financial reporting and tax purposes. The significant items 
comprising the domestic and foreign deferred tax accounts at September 30, 
1996 and 1995 are as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                                   (in thousands of dollars)
----------------------------------------------------------------------------
                                                         1996
----------------------------------------------------------------------------
                                        Domestic      Foreign       Foreign
                                         current      current     long-term
----------------------------------------------------------------------------
<S>                                     <C>         <C>           <C>
Assets:
  Pension accruals                        $  178       $    -        $    -
  Inventory basis differences                 43            -             -
  Warranty reserves                           73            -             -
  Other (net)                                 92           20             -
----------------------------------------------------------------------------
                                             386           20             -
Liabilities:
  Prepaid pension                              -          (65)            -
  Property basis differences                   -            -          (161)
----------------------------------------------------------------------------
Net asset (liability)                        386          (45)         (161)
Valuation allowance                         (288)           -             -
----------------------------------------------------------------------------
Net deferred tax asset
  (liability)                             $   98       $  (45)       $ (161)
----------------------------------------------------------------------------
                                     19
<PAGE>
   
                                                         1995
----------------------------------------------------------------------------
                                        Domestic      Foreign       Foreign
                                         current      current     long-term
----------------------------------------------------------------------------
Assets:
  Pension accruals                        $  149       $    -        $    -
  Inventory basis differences                 40            -             -
  Warranty reserves                           60            -             -
  Other (net)                                 51           26             -
----------------------------------------------------------------------------
                                             300           26             -
Liabilities:
  Prepaid pension                              -          (66)            -
  Property basis differences                   -            -          (178)
----------------------------------------------------------------------------
Net asset (liability)                        300          (40)         (178)
Valuation allowance                         (300)           -             -
----------------------------------------------------------------------------
Net deferred tax asset
  (liability)                             $    -       $  (40)       $ (178)
----------------------------------------------------------------------------
</TABLE>

(4) COMMITMENTS AND CONTINGENCIES

Tech/Ops Sevcon is involved in various legal proceedings but believes that 
it is only remotely likely that the outcome will be material to operations.

In September 1996, a UK subsidiary entered into an agreement to purchase a 
125 year lease of a newly constructed 20,000 square foot manufacturing 
facility adjacent to its present building, at a total cost of $1,172,000.  
The purchase of this lease was completed during October 1996 and in 
connection with this, a three-year term loan of $688,000 was obtained in the 
UK.  The loan is repayable by equal monthly installments.

Tech/Ops Sevcon has entered into an agreement with its President which 
provides that, in the event of termination of employment, within two years 
after a change in control of Tech/Ops Sevcon not approved by the Board of 
Directors, such officer would receive benefits of up to an amount 
approximating twice annual compensation (as defined). In addition, the 
Company has entered into agreements with six senior employees which provide 
that, in the event of a change in control of  Tech/Ops Sevcon, such 
employees would be entitled to continuation of their compensation for 
periods of up to 30 months.

Tech/Ops Sevcon has entered into a consulting agreement, which expires on 
December 31, 1998, with a company owned by two of its directors. Under the 
terms of the agreement, the annual cost of these services will not exceed 
$100,000. This cost covers the provision of the corporate office of the 
Company, administrative support services and a payment of $30,000 per year 
to Mr. Rosenberg.
        
In connection with the transfer in 1988 of the electronic controller 
business from Tech/Ops, Inc. (Tech/Ops), the former parent company, Tech/Ops 
Sevcon entered into a Liability Assumption and Sharing Agreement with
Tech/Ops and another former subsidiary of Tech/Ops. Liabilities incurred and 
                                 20
<PAGE>
expensed in connection with this agreement have not been significant.

The Company maintains a directors' retirement plan which provides for 
certain retirement benefits to non-employee directors. While the cost of the 
plan has been fully charged to expense, the plan is not separately funded. 
The maximum liability based on the cost of buying deferred annuities at 
September 30, 1996 was $213,000.

Minimum rental commitments under all non-cancelable leases are as follows 
for the years ended September 30: 1997 - $177,000; 1998 - $61,000; 1999 - 
$61,000; 2000 - $61,000; 2001 - $30,000, and $1,297,000 thereafter. Net 
rentals of certain land, buildings and equipment charged to expense were 
$176,000 in 1996, $177,000 in 1995, and $170,000 in 1994. 


(5) EMPLOYEE BENEFIT PLANS

Tech/Ops Sevcon has defined benefit plans covering the majority of its US 
and UK employees. There is also a small defined contribution plan. The 
following table sets forth the funded status of these defined benefit plans 
and the amounts recognized by Tech/Ops Sevcon in accordance with SFAS #87.
<TABLE>
<CAPTION>
                                                   (in thousands of dollars)
                                                             1996      1995
<S>                                                      <C>       <C>
Actuarial present value of benefit obligations:
  Vested benefits                                          $4,829    $4,407
  Nonvested benefits                                           15         9
----------------------------------------------------------------------------
Accumulated benefit obligation                              4,844     4,416
Effect of projected future compensation levels                803       614
----------------------------------------------------------------------------
Projected benefit obligation                                5,647     5,030
Plan assets at fair value                                   6,074     5,589
----------------------------------------------------------------------------
Plan assets in excess of projected benefit
  obligation                                                  427       559
Unrecognized net gain                                        ( 84)     (110)
Unrecognized transition amount                               (291)     (342)
----------------------------------------------------------------------------
Prepaid pension cost                                       $   52    $  107
</TABLE>
The Tech/Ops Sevcon net pension cost included the following components as 
defined by SFAS #87.
<TABLE>
<CAPTION>
                                                   (in thousands of dollars)
                                                   1996      1995      1994
<S>                                            <C>       <C>       <C>
Service costs/benefits earned during
  the period                                     $  252    $  239    $  204
Interest cost on projected benefit
  obligation                                        391       343       293
Actual return on plan assets                       (441)     (462)     (293)
Net amortization and deferred items                ( 43)       18      (124)
----------------------------------------------------------------------------
                                  21
<PAGE>
Net pension cost calculated
  in accordance with SFAS #87                    $  159    $  138    $   80
----------------------------------------------------------------------------
Net cost of defined contribution plans           $   21    $   24    $   19
----------------------------------------------------------------------------
</TABLE>
Plan assets include marketable equity securities, corporate and government 
debt securities, deferred annuities, cash and other short-term investments. 
The average discount rate and rate of increase in future compensation levels 
used in determining the actuarial present value of the projected benefit 
obligation were 7.9% and 5.9%, respectively, and the expected long-term rate 
of return on assets was 8.0% in 1996, 1995 and 1994.


(6) SEGMENT INFORMATION AND FOREIGN OPERATIONS

Tech/Ops Sevcon's largest customer accounted for 9% of sales in 1996, 10% in 
1995, and 12% in 1994.

Domestic and foreign revenues are composed of sales to unaffiliated 
customers, with intercompany sales eliminated. Pretax net income for US and 
foreign segments is stated before unallocated corporate expense.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                                   (in thousands of dollars)
----------------------------------------------------------------------------
                                                                    Identi-
                                                Net      Pretax      fiable
                                              Sales      Income      Assets
----------------------------------------------------------------------------
Geographic Segments
----------------------------------------------------------------------------
<S>       <C>                             <C>         <C>         <C>
US          1996                            $11,425     $ 2,269     $ 4,790
            1995                            $ 8,685     $ 1,562     $ 4,104
            1994                              6,116         997       3,481
----------------------------------------------------------------------------
Foreign     1996                             15,772       2,893       9,855
            1995                             13,746       2,735       8,877
            1994                              9,719       1,186       7,114
----------------------------------------------------------------------------
Sub-total   1996                             27,197       5,162      14,645
            1995                             22,431       4,297      12,981
            1994                             15,835       2,183      10,595
----------------------------------------------------------------------------
Unallocated 1996                                  -        (592)          -
 corporate  1995                                  -        (533)          -
 expense    1994                                  -        (173)          -
----------------------------------------------------------------------------
Total       1996                            $27,197     $ 4,570     $14,645
            1995                            $22,431     $ 3,764     $12,981
            1994                             15,835       2,010      10,595
----------------------------------------------------------------------------
</TABLE>


                                  22
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Tech/Ops Sevcon, Inc.:

We have audited the accompanying consolidated balance sheets of Tech/Ops 
Sevcon, Inc. (a Delaware Corporation) as of September 30, 1996 and 1995, and 
the related consolidated statements of income, stockholders' investment, and 
cash flows for each of the three years in the period ended September 30, 
1996. These financial statements are the responsibility of the Company's 
management. Our responsibility is to express an opinion on these financial 
statements based upon 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 Tech/Ops Sevcon, Inc. as 
of September 30, 1996 and 1995, and the results of its operations and cash 
flows for each of the three years in the period ended September 30, 1996 in 
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The schedule listed in the index of 
financial statements is presented for purposes of complying with the 
Securities and Exchange Commission's rules and is not part of the basic 
financial statements. This schedule has been subjected to the auditing 
procedures applied in the audit of the basic financial statements and, in 
our opinion, fairly states, in all material respects, the financial data 
required to be set forth therein in relation to the basic financial 
statements taken as a whole.

ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 5, 1996















                                23
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

None.


                                PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

This information is incorporated by reference from the information under the 
caption "Election of Directors" in the Company's Proxy Statement relating to 
the 1997 Annual Meeting of Stockholders.


ITEM 11. EXECUTIVE COMPENSATION

This information is incorporated by reference from the information under the 
captions "Election of Directors - Director Compensation" and "Executive 
Compensation" in the Company's Proxy Statement relating to the 1997 Annual 
Meeting of Stockholders.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This information is incorporated by reference from the information under the 
caption "Share Ownership" in the Company's Proxy Statement relating to the 
1997 Annual Meeting of Stockholders.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This information is incorporated by reference from the information under the 
caption "Election of Directors" in the Company's Proxy Statement relating to 
the 1997 Annual Meeting of Stockholders.



                                  PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)      Exhibits

         The exhibits filed as part of this Form 10-K are listed on the 
         Exhibit Index below.

(b)      Financial statements and schedule

         The financial statements and financial statement schedule listed in 
         the index on page 2 are filed as part of this Annual Report on Form 
         10-K.

(c)      Form 8-K

         None filed during the quarter ended September 30, 1996.
                                        24  
<PAGE>
INDEX TO EXHIBITS

(3)(a)  Certificate of Incorporation of the registrant (incorporated by 
        reference to Exhibit (3)(a) to Annual Report for the fiscal year 
        ended September 30, 1994).

(3)(b)  By-laws of the registrant (incorporated by reference to Exhibit
        (3)(b) to Annual Report for the fiscal year ended
        September 30, 1994).

(4)(a)  Specimen common stock of registrant (incorporated by reference to 
        Exhibit (4)(a) to Annual Report for the fiscal year ended September 
        30, 1994).

(10)(a)*Tech/Ops Sevcon, Inc. 1966 Equity Incentive Plan (incorporated by
        reference to Exhibit (99.1) to the registrant's Registration
        Statement on Form S-8 File no. 333-02113).

(10)(b)*Severance Agreement dated December 22, 1987 between Bernard F. Start 
        and the registrant (incorporated by reference to Exhibit (10)(b) to 
        Annual Report for the fiscal year ended September 30, 1994).

(10)(c)*Corporate Services Agreement dated September 22, 1994 between 
        Tech/Ops Corporation and the registrant (incorporated by reference 
        to Exhibit (10)(c) to Annual Report for the fiscal year ended 
        September 30, 1994).

(10)(d) Liability Assumption and Sharing Agreement dated January 4, 1988 
        among Tech/Ops, Inc., Tech/Ops Landauer, Inc., and the registrant 
        (incorporated by reference to Exhibit (10)(d) to Annual Report for 
        the fiscal year ended September 30, 1994).

(10)(e)*Form of Indemnification Agreement dated January 4, 1988 between the 
        registrant and each of its directors (incorporated by reference to 
        Exhibit (10)(e) to Annual Report for the fiscal year ended September 
        30, 1994).

(10)(f)*Directors' retirement plan (incorporated by reference to Exhibit 
        (10)(f) to Annual Report for the fiscal year ended September 30, 
        1990).

(11)    Calculation of earnings per share and weighted average shares 
        outstanding.

(22)    Subsidiaries of the registrant (incorporated by reference to Exhibit 
        (22) to Annual Report for the fiscal year ended September 30, 1993).

(23)    Consent of Arthur Andersen LLP.

(27)    Financial Data Schedule (EDGAR Filing only).



      * Indicates management contract and compensatory plans and 
        arrangements in which the executive officers or directors of the
        registrant participate.
                                  25
<PAGE>
                               SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                           TECH/OPS SEVCON, INC.

                           By /s/ Bernard F. Start        December 12, 1996
                           -----------------------
                           Bernard F. Start
                           President and Chief
                           Executive Officer

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

SIGNATURE                  TITLE                          DATE

/s/ Bernard F. Start       President, Chief Executive     December 12, 1996
--------------------       Officer and Director
Bernard F. Start           (Principal Executive Officer)

/s/ Paul A. McPartlin      Vice President & Chief         December 12, 1996
---------------------      Financial Officer
Paul A. McPartlin          (Principal Financial
                           and Accounting Officer)

/s/ Milton C. Lauenstein   Director                       December 12, 1996
------------------------
Milton C. Lauenstein

/s/ Harold C. Mayer, Jr.   Director                       December 12, 1996
------------------------
Harold C. Mayer, Jr.

/s/ Paul B. Rosenberg      Director                       December 12, 1996
---------------------
Paul B. Rosenberg

/s/ Herbert Roth, Jr.      Director                       December 12, 1996
---------------------
Herbert Roth, Jr.

/s/ Marvin G. Schorr       Director                       December 12, 1996
--------------------
Marvin G. Schorr

/s/ C. Vincent Vappi       Director                       December 12, 1996
--------------------
C. Vincent Vappi




                                        26
<PAGE>
QUARTERLY FINANCIAL DATA (UNAUDITED)
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Selected quarterly financial data for fiscal years 1996 and 1995 is set out 
below:
                                        (in thousands except per share data)
----------------------------------------------------------------------------
                                  First   Second    Third   Fourth    Total
                                Quarter  Quarter  Quarter  Quarter     Year
----------------------------------------------------------------------------
1996 Quarters
----------------------------------------------------------------------------
<S>                           <C>      <C>      <C>      <C>      <C>
Net sales                       $ 5,798  $ 7,481  $ 7,692  $ 6,226  $27,197

Gross profit                      2,366    3,042    3,113    2,427   10,948

Operating income                    907    1,425    1,436      802    4,570

Net income                          616      944      948      528    3,036
----------------------------------------------------------------------------
Net income per share (a)        $   .20  $   .30  $   .30  $   .17  $   .97
----------------------------------------------------------------------------
Average shares (a)                3,152    3,135    3,145    3,139    3,145
----------------------------------------------------------------------------
Cash dividends per share (a)     $ .125   $ .125   $ .125  $   .15  $  .525
----------------------------------------------------------------------------
Common stock price per share (a)
  - High                        $ 13.00  $ 14.50  $ 22.88  $ 16.88  $ 22.88
  - Low                            9.75    10.50    14.00    12.50     9.75
----------------------------------------------------------------------------
1995 Quarters
----------------------------------------------------------------------------
Net sales                       $ 4,774  $ 6,165  $ 6,177  $ 5,315  $22,431

Gross profit                      1,962    2,577    2,626    2,150    9,315

Operating income                    772    1,089    1,104      730    3,695

Net income                          553      777      749      501    2,580
----------------------------------------------------------------------------
Net income per share (a)        $   .18  $   .25  $   .24  $   .16  $   .81
----------------------------------------------------------------------------
Average shares (a)                3,138    3,138    3,180    3,198    3,171
----------------------------------------------------------------------------
Cash dividends per share (a)    $   .10  $   .10  $   .10  $  .125  $  .425
----------------------------------------------------------------------------
Common stock price per share (a)
  - High                        $  8.50  $  7.94  $ 14.63  $ 15.50   $ 15.50
  - Low                            6.75     7.13     7.13    11.88      6.75
----------------------------------------------------------------------------
</TABLE>
 (a) Restated to reflect a two-for-one stock split effective August 28, 
1995.


                                     27
<PAGE>
TECH/OPS SEVCON, INC. AND SUBSIDIARIES                          SCHEDULE II
<TABLE>
<CAPTION>
Reserves for the three years ended September 30, 1996

                                                   (in thousands of dollars)
----------------------------------------------------------------------------
                                     Balance  Additions              Balance
                                          at Charged to  Deductions       at
                                   Beginning    Costs &        from    Close
                                     of Year   Expenses    Reserves  of Year
----------------------------------------------------------------------------
<S>                                  <C>       <C>      <C>          <C>
For the year ended September 30, 1996:
Allowance for doubtful accounts        $ 153      $   4   $ ( 7)(a)    $ 150
----------------------------------------------------------------------------
For the year ended September 30, 1995:
Allowance for doubtful accounts        $ 166      $  16   $ (29)(b)    $ 153
----------------------------------------------------------------------------
For the year ended September 30, 1994:
Allowance for doubtful accounts        $ 192      $  10   $ (36)(c)    $ 166
----------------------------------------------------------------------------
</TABLE>
 (a) Accounts collected $5; write-off of uncollectible accounts $2
 (b) Accounts collected $29
 (c) Write-off of uncollectible accounts $16; accounts collected $20






























                                   28
<PAGE>
                         TECH/OPS SEVCON, INC.                   EXHIBIT 11
<TABLE>
<CAPTION>
Calculation of Earnings Per Share and Weighted Average Shares Outstanding

(In thousands, except for per share amounts)
                                             Quarters ended          Fiscal
Period ended                     12/31/95   4/2/96   7/2/96  9/30/96   1996
<S>                              <C>      <C>      <C>      <C>     <C>
Net income                         $  616   $  944   $  948   $  528 $3,036
Weighted average shares
  outstanding                       3,152    3,135    3,145    3,139  3,145
Net income per share               $  .20   $  .30   $  .30   $  .17 $  .97

Shares outstanding - beginning      3,045    3,045    3,045    3,045  3,045
Weighted average - option exercises     0        0        0        0      0
Weighted average shares
  outstanding                       3,152    3,135    3,145    3,139  3,145

Effect of outstanding options on
 primary EPS using average market
 price for the period
  a. # of options less than
     Average market price             226      226      225      224    225
  b. $ value of options            $  981   $  981   $  978   $  973 $  979
  c. Average market price of stock $ 5.21   $ 4.85   $ 6.34   $ 6.87 $ 5.82
  d. Shares "purchased" (b/c)        (189)    (203)    (156)    (141)  (168)
  e. Common equivalent shares (a-d)    37       23       71       83     57
  f. Average outstanding shares     3,045    3,045    3,045    3,045  3,045
  g. Total average common and
     common equivalent shares (f+e) 3,082    3,068    3,116    3,128  3,102

                                             Quarters ended          Fiscal
Period ended                     12/31/94  3/31/95  6/30/95  9/30/95   1995

Net income                         $  553   $  777   $  749   $  501 $2,580
Weighted average shares
  outstanding                       3,138    3,138    3,180    3,198  3,171
Net income per share               $  .18   $  .25   $  .24   $  .15 $  .81

Shares outstanding - beginning      3,045    3,045    3,045    3,046  3,045
Weighted average - option exercises     0        0        1       12      3
Weighted average shares outstanding 3,045    3,045    3,046    3,058  3,048

Effect of outstanding options on
 primary EPS using average market
 price for the period
  a. # of options less than
     Average market price             224      224      222      208    219
  b. $ value of options            $  973   $  973   $  962   $  901 $  952
  c. Average market price of stock $ 7.42   $ 7.40   $11.00   $13.84 $ 9.91
  d. Shares "purchased" (b/c)        (131)    (132)     (87)     (65)   (96)
  e. Common equivalent shares (a-d)    93       92      134      142    123
  f. Average outstanding shares     3,045    3,045    3,046    3,058  3,048
  g. Total average common and
     common equivalent shares (f+e) 3,138    3,138    3,180    3,198  3,171
</TABLE>
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<PAGE>
                         TECH/OPS SEVCON, INC.                 EXHIBIT 23



CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the incorp-
oration of our report included in this Form 10-K, into the Company's 
previously filed Registration Statements on Form S-8 (File No. 33-42960 
and No. 33-02113.



                                             ARTHUR ANDERSEN LLP



Boston, Massachusetts
December 27, 1996










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