<PAGE>
                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended September 30, 1995

Commission File No. 1-5562 

                              KOLLMORGEN CORPORATION               
             (Exact name of registrant as specified in its charter) 

          New York                                        04-2151861     
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)


1601 Trapelo Road, Waltham, Massachusetts                    02154   
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code:   (617)  890-5655


                                     NONE                                
(Former name, former address and former fiscal year, if changed since 
last report.)  


               Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.  

                                               Yes   X       No _____


               Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.  

            Class                     Outstanding at November 10, 1995
Common Stock, $2.50 par value                      9,692,372 shares







<PAGE>
<PAGE>2


                            KOLLMORGEN CORPORATION


                                    INDEX




                                                                 Page No.
               


PART I - Financial Information 


               Consolidated Statements of Operations for                  3
                   the Three Months and Nine Months Ended
                   September 30, 1995 and 1994 (unaudited)


               Consolidated Balance Sheets as of                          4
                   September 30, 1995 (unaudited) and 
                   December 31, 1994


               Consolidated Statements of Cash Flows                     5-6
                   for the Nine Months Ended 
                   September 30, 1995 and 1994 (unaudited)


               Notes to Consolidated Financial Statements                  7


               Management's Discussion and Analysis of Financial        8-10
                   Condition and Results of Operations




PART II - Other Information                                           11




<PAGE>
<PAGE>3
<TABLE>
                       PART I - FINANCIAL INFORMATION

                   KOLLMORGEN CORPORATION AND SUBSIDIARIES
                    Consolidated Statements of Operations
              (Dollars in thousands, except per share amounts)
                                 (unaudited)
<CAPTION>
                                                  For the                   For the
                                            Three Months Ended           Nine Months Ended
                                               September 30,               September 30,
                                            -------------------          -----------------
                                      1995     1994           1995     1994  
                                    ---------              ------------------ ---------
<S>                                 <C>                    <C>      <C>       <C>      
Net sales                           $ 54,668               $ 46,396 $166,971  $140,333 
Cost of sales                         36,079  30,791        110,808   92,026 
                                    ---------              ------------------ ---------
Gross profit                          18,589  15,605         56,163   48,307 
                                    ---------              ------------------ ---------
Selling and marketing expense          7,359   6,719         22,221   19,673 
General and administrative expense     5,255   5,388         16,011   15,938 
Research and development expense       3,162   2,451          9,653    7,775 
                                    ---------              ------------------ ---------
Income before interest and taxes       2,813   1,047          8,278    4,921 
                                    ---------              ------------------ ---------
Interest and other (income) expense:
      Interest expense, net            1,132     915          3,243    2,799 
      Other                              180     (43)           524      (59)
                                    ---------              ------------------ ---------
Income before income taxes             1,501     175          4,511    2,181 

Provision for income taxes                 0       0              0        0 
                                    ---------              ------------------ ---------
Net income                          $  1,501               $    175 $  4,511  $  2,181 
                                    =========              ================== =========
Earnings (loss) per common share    $   0.10               $  (0.04)$   0.29  $   0.05 
                                    =========              ================== =========

Number of shares used in calculating
   earnings (loss) per common share 9,670,000              9,643,0009,659,000 9,640,000
                                    =========              ================== =========


<FN>
See accompanying notes to consolidated financial statements
</TABLE>

<PAGE>
<PAGE>4
<TABLE>
                          KOLLMORGEN CORPORATION AND SUBSIDIARIES
                                 Consolidated Balance Sheets
                                   (Dollars in thousands)
<CAPTION>
                                           ASSETS
                                                           September 30,
                                                               1995             December 31,
                                                            (unaudited)            1994
                                                ----------       ----------
<S>                                             <C>              <C>       
Current assets:                                                            
     Cash and cash equivalents                  $  12,798        $   7,165 
     Restricted cash                                    0            8,000 
     Accounts receivable (net of reserve of
        $852 in 1995 and $1,064 in 1994)           43,098           38,348 
     Recoverable amounts on long-term contracts     9,034            7,380 
     Inventories                                   28,124           23,231 
     Prepaid expenses                               4,283            4,176 
                                                 ---------        ---------
Total current assets                               97,337           88,300 
                                                 ---------        ---------
Property, plant and equipment, net                 29,380           30,789 
Net assets held for sale                                0            3,000 
Goodwill                                            5,774            6,180 
Other assets                                        9,788            9,932 
                                                 ---------        ---------
                                                $ 142,279        $ 138,201 
                                                 =========        =========

                LIABILITIES and SHAREHOLDERS' EQUITY

Current liabilities:                                                       
    Notes payable                               $   9,576        $  10,104 
    Current portion of long-term debt               3,917            3,220 
    Accounts payable                               23,938           18,722 
    Accrued liabilities                            30,882           31,177 
                                                 ---------        ---------
Total current liabilities                          68,313           63,223 
                                                 ---------        ---------
Long-term debt                                     36,900           40,667 
Other liabilities                                   1,868            1,899 
Redeemable preferred stock                         22,625           22,532 
Common shareholders' equity:                                               
    Common stock                                   26,902           26,891 
    Additional paid-in capital                     17,971           20,353 
    Accumulated deficit                           (21,605)         (26,115)
    Cumulative translation adjustments             (1,127)          (1,371)
    Less common stock in treasury, at cost         (9,568)          (9,878)
                                                 ---------        ---------
Total common shareholders' equity                  12,573            9,880 
                                                 ---------        ---------
                                                $ 142,279        $ 138,201 
                                                 =========        =========

<FN>
See accompanying notes to consolidated financial statements.  
</TABLE>

<PAGE>
<PAGE>5

<TABLE>
              KOLLMORGEN CORPORATION AND SUBSIDIARIES
               Consolidated Statements of Cash Flows
                   (Dollars in thousands)
                         (unaudited)
<CAPTION>
                                                           For the
                                                      Nine Months Ended
                                                         September 30,
                                                      ------------------
                                                   1995         1994   
                                                ----------   ----------
<S>                                                          <C>       <C>       
Cash flows from operating activities:                                  
Net income from operations                      $   4,511    $   2,181 
Adjustments to reconcile net income to 
  net cash provided by operating activities:
 Depreciation and amortization                      5,525        5,227 
 Other non-cash expenses                               36           11 
Changes in assets and liabilities:
 Restricted cash                                    8,000       (1,280)
 Accounts and notes receivable                     (2,991)         603 
 Recoverable amounts on long-term contracts        (1,654)      (2,822)
 Inventories                                       (4,252)         707 
 Prepaid expenses                                     (94)         (85)
 Accounts payable and accrued liabilities           3,771       (1,288)
 Deferred income taxes and other expenses            (112)         407 
 Other                                                 97         (455)
                                                 ---------    ---------
   Net cash provided by (used in) operations       12,838        3,206 
                                                 ---------    ---------
Cash flows from investing activities:
 Capital expenditures                              (2,888)      (3,397)
 Proceeds from sale of building                     2,605            0 
 Acquisition of assets of Hightech Components
     and certain assets of Sperry Marine                0       (3,749)
                                                 ---------    ---------
   Net cash provided by (used in) investing activities            (283)   (7,146)
                                                 ---------    ---------
Cash flows from financing activities:
 Net borrowings (repayments) under credit lines      (784)         331 
 Principal repayment on other notes                  (396)           0 
 Common stock issued from treasury                    226           34 
 Net principal payments on capital lease obligations    2          (22)
 Retirement of long-term debt                      (3,029)      (3,765)
                                                          Dividends       (2,233)   (2,231)
                                                 ---------    ---------
   Net cash provided by (used in) financing activities          (6,214)   (5,653)
                                                 ---------    ---------
 Effect of exchange rate changes on cash             (708)        (348)
                                                 ---------    ---------
 Net increase (decrease) in cash and cash equivalents            5,634    (9,941)
 Cash and cash equivalents at beginning of period   7,165       17,682 
                                                 ---------    ---------
 Cash and cash equivalents at end of period     $  12,798    $   7,741 
                                                 =========    =========
<PAGE>
<PAGE>6




Non-cash financing activities:
  Acquisition of assets of Hightech Components and certain
       assets of Sperry Marine:
 Fair value of assets acquired                               $   6,539 
 Cash paid                                                       3,749 
                                                              ---------
 Notes assumed                                               $   2,790 
                                                              =========



<FN>
See accompanying notes to consolidated financial statements.  
</TABLE>
<PAGE>
<PAGE>7

                            KOLLMORGEN CORPORATION AND SUBSIDIARIES
                          Notes to Consolidated Financial Statements
                                   September 30, 1995


1.    The accompanying unaudited consolidated financial statements include
      the accounts of Kollmorgen Corporation and all of its majority owned
      subsidiaries.  

2.    In the opinion of management, the unaudited consolidated financial
      statements included herein contain all adjustments, consisting only
      of normal recurring adjustments, necessary to present fairly the
      Company's and its consolidated subsidiaries' financial condition at
      September 30, 1995, and the results of operations for the three-month
      and nine-month periods then ended and the cash flows for the nine-
      month periods ended September 30, 1995, and September 30, 1994.  The
      results of operations for interim periods are not necessarily
      indicative of the results to be expected for the full year.  See
      "Management's Discussion and Analysis of Financial Condition and
      Results of Operations" for additional information.  These interim
      financial statements should be read in conjunction with the Company's
      Annual Report on Form 10-K for the year ended December 31, 1994.  

3.    Earnings (loss) per common share is based on net income less the
      dividends and interest accretion on redeemable preferred stock
      divided by the average number of common shares outstanding.  Fully
      diluted net income assumes full conversion of all convertible
      securities into common stock which include the convertible
      subordinated debentures, redeemable preferred stock, and stock
      options.  The fully diluted calculation does not result in dilution
      of net income per common share and, accordingly, is not presented
      (see Exhibit 11).  

4.    Effective January 1, 1995, the Company began reporting the operating
      results of its French instruments business in the Electro-Optical
      Instruments segment.  Previously, the business had been part of the
      Motion Technologies Group.  Accordingly, 1994 segment information has
      been restated to reflect this change.  

5.    On October 1, 1995, the Company sold its Photo Research Division to a
      subsidiary of Excel Technology, Inc. for $3.5 million.  The results
      of Photo Research for the nine months ended September 30, 1995, and
      1994, are included in the accompanying financial statements.  The
      sale of this Division will have no material impact on the Company's
      financial position.  

6.    Inventories consist of the following:  
                                 September 30,    December 31,
                                     1995             1994    
                                 -------------    ------------
             Raw materials         $  15,198       $  12,323  
             Work in process           8,827           6,888  
             Finished goods            4,099           4,020  
                                   -----------     -----------
                Total              $  28,124       $  23,231  
                                   ===========     ===========
<PAGE>
<PAGE>8


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

                     LIQUIDITY AND CAPITAL RESOURCES

     Kollmorgen's cash and cash equivalents increased $5.6 million during
the first nine months of 1995.  Net income from operations after adding
back non-cash charges generated $10 million in cash.  Increases in
accounts receivable and recoverable amounts on long-term contracts used
$4.6 million in cash, and inventory increases used $4.3 million in cash. 
Other working items, principally accounts payable and accrued liabilities,
generated $3.7 million in cash.  The elimination of the requirement of the
Company to maintain restricted cash balances by the Company's lead bank
made available $8 million in cash.  Total cash generated from operations
was $12.8 million for the nine months ended September 30, 1995.  

     Investing activities used $283 thousand in cash.  The sale of a
vacant facility during the first quarter of 1995 provided $2.6 million and
was offset by equipment purchases of $2.9 million.  

     Financing activities used $6.2 million in cash during the first nine
months of 1995.  Repayments under existing credit lines was $784 thousand,
and $396 thousand was paid on a note assumed from the purchase of Hightech
Components in 1994.  Dividend payments on both common and preferred stock
accounted for a $2.2 million use of cash.  In accordance with the terms of
its 10-1/2% Convertible Subordinated Debentures, the Company made a
mandatory sinking fund payment of $2 million.  The Company also purchased,
on the open market, approximately $1.1 million aggregate principal amount
of the Company's 8-3/4% Convertible Subordinated Debentures at market
prices approximating par value to fulfill the mandatory sinking fund
obligations.  

     There were no significant capital expenditure commitments at the end
of the quarter.  

     The Company believes that it can generate sufficient cash from
operations and its current borrowing capacity to finance its cash
requirements for capital expenditures, sinking fund payments, and working
capital requirements for the next twelve months.  The Company has no
material unhedged assets and liabilities, and does not utilize derivative
financial instruments to hedge against foreign currency exposure or for
other purposes.  

                      RESULTS OF OPERATIONS

     Sales for the third quarter 1995 were $54.7 million, and net income
was $1.5 million or $.10 per common share.  This compares with third
quarter 1994 sales of $46.4 million and net income of $175 thousand or a
loss of $.04 per common share.  For the nine months ended September 30,
1995, sales were $167 million and net income was $4.5 million or $.29 per
common share.  Results for the same period of 1994 were sales of $140
million and net income of $2.2 million or $.05 per common share.  Earnings
per common share are computed after payment of preferred dividends.  

<PAGE>
<PAGE>9



     Backlog at September 30, 1995, was $119 million, remaining relatively
unchanged from the backlog at December 31, 1994.  


                    Segments of Business Information
                        (dollars in thousands)

                                For the              For the  
                          Three Months Ended      Nine Months Ended
                             September 30,         September 30,
                          ------------------      -----------------
                           1995     1994      1995     1994  
                        ------------------ ------------------
Motion Technologies Group:
   Net sales            $ 32,079 $ 25,814  $ 95,451 $ 74,646 
   Operating profit        2,425    1,708     7,002    6,061 

Electro-Optical Instruments:
   Net sales            $ 22,589 $ 20,582  $ 71,520 $ 65.687 
   Operating profit        1,431      612     4,388    2,615 

General Corporate:
   Operating expenses   $ (2,355)$ (2,145) $ (6,879)$ (6,495)

Consolidated:
   Net sales            $ 54,668 $ 46,396  $166,971 $140,333 
   Operating profit        1,501      175     4,511    2,181 



     In the Motion Technologies Group, third quarter 1995 sales were $32
million, an increase of 24% over the same period a year ago.  The increase
in sales occurred in both the industrial and commercial (ICP) and the
aerospace and defense (ADP) products groups.  Sales in the ICP group
increased $5 million over the third quarter 1994 primarily due to
increased OEM business.  Sales in the ADP group increased $1.2 million
over the same quarter last year as a result of increased sales in both the
domestic and European markets.  

     Operating income was $2.4 million for this segment, an increase of
42% over the same period of 1994.  The increase in operating income was
due to increased volume in industrial and commercial business which was
partially offset by lower gross margins on sales of certain OEM contracts. 


     Sales for the nine months period of 1995 were $95.5 million with
operating income of $7 million as compared to sales of $74.6 million and
operating income of $6.1 million for the same period of 1994.  The
increase in sales of 28% occurred in both the ICP and ADP groups.  The
increase in operating income of 15% was not proportional to the increase
in sales volume due to unfavorable product mix and lower gross margins on
OEM business.  

<PAGE>
<PAGE>10



     Backlog for this segment at the end of the third quarter of 1995 was
$57.0 million, a decrease of $1 million or 1.7% over year-end 1994.  

     In the Electro-Optical Instruments segment, sales were $22.6 million
for the third quarter of 1995, an increase of 9.8% from the same period a
year ago.  The increase was primarily attributed to increased sales of new
products in the Company's color instrumentation business, sales of
calibration equipment by the Company's French instrument business, and
increased revenues from the Company's consulting engineering business.  

     Operating income for the third quarter of 1995 was $1.4 million
versus $612 thousand for the same period a year ago.  The increase in
sales and a favorable product mix resulted in the increased operating
income for the quarter.  

     Sales for the nine month period of 1995 were $71.5 million compared
to $65.7 million for the same period a year ago.  Operating income was
$4.4 million compared to $2.6 million for the same period a year ago.  The
increase in sales and in operating income was primarily a result of the
new products introduced during 1994 at the Company's color instrumentation
business.  

     Backlog for this segment at the end of the third quarter of 1995 was
$61 million, an increase of 2% over year-end 1994.  

     General corporate expenses includes interest expense, net of interest
income, and general corporate administrative expenses.  Interest expense,
net of income, increased for the nine months ended September 30, 1995, due
to higher borrowing by the Company's European subsidiary and lower
interest income on invested cash balances.  

<PAGE>
<PAGE>11


                      PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits -- Listed below are the exhibits filed with this
report.  

         Exhibit 11   Statement re computation of per share earnings.  

         Exhibit 27   Financial Data Schedules


     (b)  Reports on Form 8-K -- None.  


<PAGE>
<PAGE>12


                              SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.  



                              KOLLMORGEN CORPORATION


                              By:   /s/  Robert J. Cobuzzi       
                                  Robert J. Cobuzzi, Senior Vice
                                    President, Treasurer and 
                                    Chief Financial Officer


Date:    November 13, 1995