<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, 1997

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, 1997
Common Stock, $2.50 par value                     10,013,871 shares







<PAGE>
<PAGE>2


                            KOLLMORGEN CORPORATION


                                    INDEX




                                                             Page No.     


PART I - Financial Information 


               Consolidated Statements of Operations for                 3-4
                   the Three Months and Nine Months Ended
                   September 30, 1997 and 1996 (unaudited)


               Consolidated Balance Sheets as of                         5
                   September 30, 1997 (unaudited) and 
                   December 31, 1996


               Consolidated Statements of Cash Flows                     6-7
                   for the Nine Months Ended 
                   September 30, 1997 and 1996 (unaudited)


               Notes to Consolidated Financial Statements                8-10


               Management's Discussion and Analysis of Financial         11-14
                   Condition and Results of Operations




PART II - Other Information                                    14




<PAGE>
<PAGE>3



<TABLE>
                       PART I - FINANCIAL INFORMATION

                   KOLLMORGEN CORPORATION AND SUBSIDIARIES
                    Consolidated Statements of Operations
                   (In thousands, except per share amounts)
                                 (unaudited)

<CAPTION>
                                                  For the                   For the
                                            Three Months Ended          Nine Months Ended
                                               September 30,               September 30,
                                           -------------------          -----------------
                                     1997      1996       1997         1996  
                                   --------- ---------   ---------  ---------
<S>                                <C>       <C>         <C>        <C>      
Net sales                          $ 56,710  $ 52,830    $163,054   $169,658 
Cost of sales                        39,870    35,305     113,590    112,749 
                                   --------- ---------   ---------  ---------
Gross profit                         16,840    17,525      49,464     56,909 
                                   --------- ---------   ---------  ---------
Selling and marketing expense         4,982     6,576      15,003     20,601 
General and administrative expense    5,845     5,708      17,412     18,256 
Research and development expense      2,963     2,670       7,249      9,024 
Acquired research and development         0         0      11,391          0 
                                   --------- ---------   ---------  ---------
Income (loss) from operations         3,050     2,571      (1,591)     9,028 
                                   --------- ---------   ---------  ---------
Interest (expense)                     (856)   (1,389)     (3,915)    (4,192)
Interest income                         236        95         464        386 
Other                                   339       367         583         41 
                                   --------- ---------   ---------  ---------
Income (loss) before income taxes,
  minority interest, and joint venture2,769     1,644      (4,459)     5,263 
Provision for income taxes              800         0       1,978          0 
                                   --------- ---------   ---------  ---------

Income (loss) before minority interest
  and joint venture                   1,969     1,644      (6,437)     5,263 
Minority interest                        98       160         222        418 
Joint venture:
    Equity in earnings                    0         0       1,430          0 
    Gain on sale of investment,
      net of income taxes                 0         0      24,321          0 
                                   --------- ---------   ---------  ---------
Net income                         $  2,067  $  1,804    $ 19,536   $  5,681 
                                   ========= =========   =========  =========
<PAGE>
<PAGE>4



Earnings per common share:
   Primary                         $   0.20  $   0.18    $   1.90   $   0.54 
                                   ========= =========   =========  =========
   Fully diluted                   $   0.20  $   0.18    $   1.87   $   0.54 
                                   ========= =========   =========  =========

Weighted average number of shares 
  used in calculating earnings
  per common share:
   Primary                        10,464,56710,044,000  10,290,920 10,036,000
                                  ====================  ========== ==========
   Fully diluted                  10,512,99010,056,000  10,443,892 10,082,000
                                  ====================  ========== ==========


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

<PAGE>
<PAGE>5


<TABLE>
                          KOLLMORGEN CORPORATION AND SUBSIDIARIES
                                 Consolidated Balance Sheets
                                       (In thousands)
<CAPTION>
                                           ASSETS
                                                           September 30,
                                                               1997             December 31,
                                                            (unaudited)            1996
                                                ----------       ----------
<S>                                             <C>              <C>       
Current assets:                                                            
     Cash and cash equivalents                  $  17,881        $  13,445 
     Accounts receivable (net of reserve of
        $861 in 1997 and $772 in 1996)             41,367           43,189 
     Recoverable amounts on long-term contracts     4,721            4,973 
     Inventories                                   25,486           22,450 
     Prepaid expenses and other current assets      1,664            1,645 
                                                 ---------        ---------
Total current assets                               91,119           85,702 
                                                 ---------        ---------
Property, plant and equipment, net                 26,006           25,147 
Goodwill and other intangible assets               14,483            4,502 
Investment in joint venture                             0           12,720 
Other assets                                       10,536           13,259 
                                                 ---------        ---------
                                                $ 142,144        $ 141,330 
                                                 =========        =========
                 LIABILITIES and SHAREHOLDERS' EQUITY

Current liabilities:                                                        
     Notes payable to banks                      $  11,137        $   5,545 
     Current portion of long-term debt               2,016            6,942 
     Accounts payable                               18,734           21,765 
     Accrued liabilities                            31,025           26,756 
                                                  ---------        ---------
Total current liabilities                           62,912           61,008 
                                                  ---------        ---------
Long-term debt                                      31,622           53,054 
Other liabilities                                    5,627            5,202 
Minority interest                                       72              287 

Common shareholders' equity:                                                
     Common stock                                   26,919           26,914 
     Additional paid-in capital                     12,768           13,166 
     Retained earnings (accumulated deficit)         9,284          (10,054)
     Cumulative translation adjustments                (84)             791 
     Less common stock in treasury, at cost         (6,976)          (9,038)
                                                  ---------        ---------
Total common shareholders' equity                   41,911           21,779 
                                                  ---------        ---------
                                                 $ 142,144        $ 141,330 
                                                  =========        =========
<FN>
See accompanying notes to consolidated financial statements.  
</TABLE>
<PAGE>
<PAGE>6


<TABLE>
               KOLLMORGEN CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows
                    (Dollars in thousands)
                          (unaudited)
<CAPTION>
                                                            For the
                                                       Nine Months Ended
                                                          September 30,
                                                       ------------------
                                                     1997         1996  
                                                 ----------   ----------
<S>                                                           <C>       <C>       
Cash flows from operating activities:
Net income from operations                       $  19,536    $   5,681 
Adjustments to reconcile net income to 
  net cash provided by operating activities:
  Depreciation                                       3,521        4,569 
  Amortization                                         833          798 
  Acquired R&D                                      11,391            0 
  (Gain) loss on sale of assets                    (24,403)         211 
  Equity in income of joint venture                 (1,430)           0 
  Minority interest                                   (215)        (418)
  Other non-cash expenses                               32           34 
Changes in assets and liabilities:
  Accounts and notes receivable                      3,520          (40)
  Recoverable amounts on long-term contracts           252        5,606 
  Inventories                                         (817)      (2,855)
  Prepaid expenses                                     (33)        (466)
  Accounts payable and accrued liabilities          (9,395)      (7,219)
  Deferred income taxes and other expenses             199         (671)
  Other                                                 79           28 
                                                  ---------    ---------
    Net cash provided by operations                  3,070        5,258 
                                                  ---------    ---------
Cash flows from investing activities:
  Capital expenditures                              (4,266)      (3,828)
  Proceeds from sale of assets                           0        2,930 
  Proceeds from sale of investment in joint venture 41,396            0 
  Acquisitions of Servotronix and Seidel           (15,772)           0 
  Cash of subsidiaries acquired                        626           97 
  Equity investments                                   (75)      (1,404)
  Long term notes receivable (net of repayments)       262          396 
                                                  ---------    ---------
    Net cash provided by (used in) investing activities          22,171    (1,809)
                                                  ---------    ---------

<PAGE>
<PAGE>7


Cash flows from financing activities:
  Borrowings under credit lines                     12,539        1,216 
  Repayments of credit lines                        (7,225)           0 
  Principal repayment on other notes                     0       (1,916)
  Common stock issued from treasury                  1,078          312 
  Redemption of preferred stock                          0      (25,506)
  Principal payments on capital lease obligations      (55)         (80)
  Borrowings of long-term debt                         100       25,000 
  Repayments of long-term debt                     (26,525)      (5,219)
  Dividends paid on common and preferred stock        (590)        (874)
                                                  ---------    ---------
    Net cash used in financing activities          (20,678)      (7,067)
                                                  ---------    ---------

  Effect of exchange rate changes on cash             (127)         (75)
                                                  ---------    ---------

  Net increase (decrease) in cash and cash equivalents            4,436    (3,693)
  Cash and cash equivalents at beginning of period  13,445       17,789 
                                                  ---------    ---------
  Cash and cash equivalents at end of period     $  17,881    $  14,096 
                                                  =========    =========



SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid during the period for:
     Interest                                    $   3,075    $   3,278 
     Income taxes (net of refunds)                   5,115          703 






<FN>
See accompanying notes to consolidated financial statements.  
</TABLE>
<PAGE>
<PAGE>8


                            KOLLMORGEN CORPORATION AND SUBSIDIARIES
                          Notes to Consolidated Financial Statements
                                   September 30, 1997


1.       The accompanying unaudited consolidated financial statements include
           the accounts of Kollmorgen Corporation (the "Company") 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, (except for the charge for acquired
               research and development, and the gain on sale of joint venture
               interest), necessary to present fairly the Company s and its
         consolidated subsidiaries  financial condition at September 30, 1997,
         the results of operations for the three-month and nine-month periods
           ended September 30, 1997 and 1996 and the cash flows for the nine-
               month periods ended September 30, 1997 and 1996.  Certain
               reclassifications have been made to the prior year's financial
               statements to conform to 1997 classifications.  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, 1996.  

3.             Effective December 31, 1996, the Company combined its Macbeth
               division with the Color Control Systems business of Gretag AG and
               received 48% of the shares in the Swiss holding company which
         controls the two businesses (the  Joint Venture ).  Accordingly, at
               December 31, 1996, and through the second quarter of 1997, the
          Macbeth division is not consolidated in the accompanying financial
        statements, but instead the Company accounted for its interest in the
               Joint Venture using the equity method.  

               Effective June 17, 1997, the Company agreed, pursuant to a firm
         underwriting agreement, to sell approximately 88% of its interest in
         the Joint Venture as part of an initial public offering on the Swiss
         stock exchange.  On June 25, 1997 the Company sold approximately 88%
               of its interest in the Joint Venture, receiving approximately $38
               million.  Subsequently in August, 1997, the Company sold the
               remaining shares to the underwriter, receiving approximately $4.0
               million in cash.  The accompanying financial statements reflect a
            gain in the second quarter of 1997 of approximately $24 million on
          the sale of its shares in the Joint Venture.  The gain is net of $2
               million in income taxes and utilization of net operating loss and
               other tax credit carryforwards. 

               Refer to Note 2 of the 1996 financial statements contained in the
           Company s Annual Report on Form 10-K for the year ended December 31,
               1996 for additional information.  

<PAGE>
<PAGE>9


4.             Inventories (in thousands) consist of the following:  

                                 September 30,    December 31,
                                     1997             1996    
                                 -------------    ------------
             Raw materials           $ 13,906         $11,816 
             Work in process            7,736           8,118 
             Finished goods             3,844           2,516 
                                      --------        --------
                                     $ 25,486        $ 22,450 
                                      ========        ========

5.   The Financial Accounting Standards Board issued Statement No. 128
     ( SFAS 128 ),  Earnings per Share,  which requires the presentation
     of basic and diluted earnings per share (EPS).  Basic EPS excludes
     the dilutive effect of common equivalent securities and is computed
     by dividing income available to common shareholders by the weighted-
     average number of common shares outstanding for the period.  Diluted
     EPS reflects the potential dilution that could occur if securities or
     other contracts to issue common stock were exercised or converted
     into common stock or resulted in the issuance of common stock that
     then shared in the earnings of the entity.  Basic EPS replaces
     primary EPS.  Diluted EPS is computed similarly to fully diluted EPS
     under the existing rules found in APB Opinion No. 15, "Earnings per
     Share."  The Company will adopt SFAS 128 as of December 31, 1997, and
     upon adoption, will restate all prior period EPS data presented. 
     Basic EPS calculated under the provisions of SFAS 128 would have been
     as follows:  

                                      For the             For the
                                 Three Months Ended   Nine Months Ended
                                    September 30,       September 30,
                                 ------------------   -----------------
                                    1997     1996       1997     1996
                                  -------  -------    -------  -------
     Earnings per common share:
         Basic                    $ 0.21   $ 0.19     $ 1.99   $ 0.55
         Diluted              $ 0.20   $ 0.18     $ 1.90   $ 0.54

6.   Effective April 2, 1997, the Company agreed to purchase all of the
     remaining shares of Servotronix Ltd. ("Servotronix") for cash of $6.4
     million and through the issuance of 257,522 shares of the Company s
     common stock.  The shares not yet purchased are a liability of the
     Company in the amount of $1.8 million at September 30, 1997. 
     Accordingly, the Company has accounted for the purchase of
     Servotronix as if 100% of the shares were purchased on April 2, 1997. 
     
7.   Effective June 10, 1997, the Company entered into a binding agreement
     to purchase all of the shares of Fritz A. Seidel Elektro-Automatik
     GmbH ( Seidel ).  Accordingly, the Company consolidated the balance
     sheet of Seidel as of June 30, 1997.  The Company funded the purchase
     on August 12, 1997 by borrowing $8.8 million under a line of credit
     with a German bank.  Effective in the third quarter of 1997, the
     results of operations for Seidel are consolidated in the accompanying
     financial statements.  

<PAGE>
<PAGE>10


8.   In connection with the acquisitions of Servotronix and Seidel, the
     Company has allocated the purchase price to the assets acquired, both
     tangible and intangible, and any excess of the purchase price over
     the assets acquired has been classified as goodwill.  A portion of
     the purchase price has been allocated to in-process research and
     development for products which are not yet feasible and the value of
     the in-process research and development of $10.5 million was expensed
     as  Acquired research and development  in the second quarter of 1997. 
     Also included in acquired research and development was a charge of
     approximately $0.9 million for technology acquired unrelated to the
     Servotronix and Seidel acquisitions.  

9.   The Company will adopt Statement of Financial Accounting Standards
     No. 130, Reporting Comprehensive Income ( SFAS 130 ) in fiscal year
     ending December 31, 1998.  SFAS No. 130 established standards for
     reporting the display of comprehensive income and its components in a
     full set of general-purpose financial statements.  Management has not
     determined the effect of adopting SFAS No. 130.  

10.  The Company will adopt Statement of Financial Accounting Standards
     No. 131, Disclosures About Segments of an Enterprise and Related
     Information ( SFAS 131 ) in fiscal year ending December 31, 1998. 
     SFAS No. 131 specifies revised guidelines for determining an entity s
     operating segments and the type and level of financial information to
     be disclosed.  Management has not determined the effect of adopting
     SFAS No. 131.  

<PAGE>
<PAGE>11


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

                      RESULTS OF OPERATIONS

     In the first quarter of 1996 the Company sold a significant portion
of its instrumentation business located in France.  Effective December 31,
1996 the Company combined its Macbeth division with the Color Control
Systems business of Gretag AG and received 48% of the shares in the Swiss
holding company which controls the two businesses (the  Joint Venture ). 
Accordingly, through the period ended June 30, 1997, the Company accounted
for its interest in the Joint Venture using the equity method.  On
June 25, 1997, the Company sold approximately 88% of its interest in the
Joint Venture as part of the Joint Venture s initial public offering on
the Swiss Stock Exchange. The Company sold its remaining interest in the
JV in August, 1997, receiving approximately the book value of the
investment.  For comparative purposes, both the French instrumentation
business and the Joint Venture will be referred to as the  Businesses
Divested .  The Businesses Divested represented a significant portion of
the Company s Electro-Optical Instruments segment which had been discussed
separately from the Company s motion technology segment in the prior year. 
Since meaningful comparative information cannot be presented for the
Electro-Optical Instruments segment, the Company has discontinued segment
discussion.  
     
     Revenues increased $3.9 million or 7.3% for the three months ended
September 30, 1997 as compared to the same period a year ago.  Excluding
the Businesses Divested, third quarter revenues increased $11.3 million or
24.8% as compared to the third quarter of 1996.  Revenues declined $6.6 
million or 3.9% for the first nine months of 1997 as compared to the same
period a year ago.  Excluding the Businesses Divested, revenues increased
$17.1 million or 11.7% as compared to the first nine months of 1996.  The
increase includes the additional revenue in connection with the
Servotronix and Seidel acquisitions.  Additionally, the increase reflects
the Company s High Volume business, which manufactures fractional
horsepower motors.  This business had a significant increase in its 1997
revenues as compared to 1996 as a result of increased production under
volume commitments from its customers.  The increase also reflects the
Company s engineering consulting business, Proto-Power, which has seen
strong demand for its compliance services to the utility industry.  These
increases more than offset a decline in revenues at the Company s
aerospace and defense businesses which was principally a result of a
weakening in the value of the dollar to the French franc, and a decrease
in revenues recognized on long term military contracts.  

     Gross margin as a percent of sales declined in the third quarter of
1997 as compared to the same period in 1996 from 33.2% to 29.7%. 
Excluding the Businesses Divested, gross margin was approximately 30.1%
for the third quarter of 1996.  For the nine months ended, gross margin as
a percent of sales declined in 1997 compared to 1996 from 33.5% to 30.3%. 
Excluding the Businesses Divested, gross margin declined slightly from
30.8% to 30.3%.  

     Sales and marketing expenses declined $1.6 million in the third
quarter of 1997 as compared to the third quarter of 1996.  When the
Businesses Divested are excluded, the result is an increase of $0.4 
<PAGE>
<PAGE>12


million and a decrease as a percentage of sales from 10.2% in the third
quarter of 1996 to 8.8% in the third quarter of 1997.  Sales and marketing
expenses declined $5.6 million in the nine months of 1997 as compared to
the same period in the prior year.  When the Businesses Divested are
excluded, the result is an increase of $0.6 million and a decline as a
percentage of sales from 9.8% for the first nine months of 1996 to 9.2%
for the first nine months of 1997.  The decline of sales and marketing
expenses as a percentage of sales reflects benefits due to the
reorganization at the Company's domestic commercial motion technology
sales channels.  

     General and administrative expenses increased $100 thousand in the
third quarter of 1997 as compared to the third quarter of 1996.  As a
percentage of sales, general and administrative expenses declined from
10.8% in 1996 to 10.3% in 1997.  Excluding the Businesses Divested,
general and administrative expenses as a percentage of sales for the third
quarter decreased from 11.6% in 1996 to 10.3% in 1997.  For the nine
months ended September 30, 1997, general and administrative expenses
declined by $0.8 million compared to the prior year.  When the Businesses
Divested are excluded, general and administrative expense increased $0.9
million or 5.5%, but declined as a percentage of sales for the first nine
months of 1996 from 11.3% to 10.7% for the same period in 1997.  

     Research and development expenses increased in the third quarter by
$0.3 million.  Excluding the Businesses Divested, research and development
expense increased by $1.0 million for the third quarter and increased as a
percentage of sales from 4.3% in 1996 to 5.2% in 1997.  For the nine
months ended September 30, 1997, research and development expense
decreased $1.8 million compared to 1996 and declined as a percent of sales
from 5.3% in 1996 to 4.4% in 1997.  Excluding the Businesses Divested for
the nine months, research and development expense increased by $0.8
million, and remained consistent as a percentage of sales at 4.4%  

     As described in Note 8 to these quarterly Financial Statements, in
the second quarter of 1997 the Company incurred a charge of $11.4 million
in connection with acquired research and development, principally relating
to the two acquisitions completed in that quarter.  

     The Company reported income from operations of $3.1 million and $2.6
million for the three month periods ended September 30, 1997 and September
30, 1996, respectively. As a result of the charge for acquired research
and development, the Company reported a loss from operations of $1.6
million for the nine months ended September 30, 1997 compared to income
from operations of $9.0 million for the same period in the prior year. 
Excluding the impact of the charge for acquired research and development,
income from operations for the nine months ended September 30, 1997
increased 8.6% to $9.8 million compared with the same period of 1996.  

     Interest expense decreased 38.4% and 6.6% for the three and nine
month periods ended September 30, 1997, as compared to the same periods in
1996 due to the decrease in the overall debt level of the Company.  On
June 30, 1997, the Company repaid the remaining balance of approximately
$21.1 million of its term loan used to finance the redemption of the
Company s preferred stock in February 1996.  Accordingly, the Company 
<PAGE>
<PAGE>13


expects interest expense to be at the reduced levels for the balance of
the year compared to the comparable period in 1996.  

     In 1996 the Company had a zero tax rate which reflected the
utilization of net operating loss carryforwards and other tax credits. 
Primarily as a result of the divestiture of the Macbeth division, the
Company s tax credit carryforwards have been utilized.  Therefore, the
Company has used a blended tax rate on its worldwide income of
approximately 28% for 1997.  This tax rate was applied to the Company s
income before the impact of the charge for acquired research and
development as this charge is not deductible for tax purposes. 
Additionally, the rate does not include the gain on the sale of its
interest in the Joint Venture which is shown net of taxes.  

     The Company s 48% share of the after-tax profits of the Joint Venture
was $0.8 million for the first quarter of 1997, and $1.4 million for the
first half of 1997.  The results of the Company s Macbeth division were
consolidated in the Company s results in 1996.  

     Bookings increased $15.5 million or 11.1% during the first three
quarters of 1997 as compared to the same period in the prior year
(excluding the Businesses Divested).  The increase reflects improved
bookings for the Company s High Volume business, its engineering
consulting services and the additional bookings of recent acquisitions.  


                     LIQUIDITY AND CAPITAL RESOURCES

     The Company s cash and cash equivalents increased $4.4 million during
the first nine months of 1997.  Net cash provided by operating activities
generated $3.1 million.  Accounts receivable generated $3.5 million in
cash during the first three quarters of 1997 reflecting strong collections
and a reduction in days sales outstanding.  Inventories, recoverable
amounts under long term contracts, and prepaid expenses used $0.6 million
in cash during the first nine months of 1997.  Accounts payable and
accrued liabilities used $9.4 million in cash.  The use of cash was due to
income tax payments of $5.1 million, a $1.5 million payment for the
refinancing of a building lease on more favorable terms to the Company,
and scheduled payments made in early 1997.  

     The Company recently entered into a five-year $50 million unsecured
credit facility.  Borrowings under the agreement bear interest at the
bank's prime lending rate or the bank's Eurodollar rate plus the current
margin of .75%.  The margin varies based on a financial ratio of the
Company.  This facility replaces a $45 million fully secured arrangement.  

     Investing activities provided $22.2 million in cash during the first
nine months of 1997.  The Company received proceeds of approximately $41.4
million from the sale of the majority of its interest in the Joint
Venture.  In connection with the acquisition of Servotronix, the Company
paid $6.4 million.  The Company funded the acquisition of Seidel for $9.3
million during the third quarter through a combination of debt and cash.  

<PAGE>
<PAGE>14


     Financing activities used $20.7 million in cash principally to repay
the remaining balance of its term loan using the proceeds of the sale of a
portion of its interest in the Joint Venture.  

     The Company believes that it has sufficient working capital and
available borrowing under its line of credit to finance its cash
requirements for capital expenditures, sinking fund payments, and working
capital needs for the next twelve months.  

     This filing contains forward-looking statements which involve risks
and uncertainties.  The Company s actual results may differ significantly
from the results discussed in the forward-looking statements.  Factors
that might cause such a difference are set forth in the Company s Form 8-K
dated January 27, 1997.  


                      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 10(A)    Kollmorgen Deferred Compensation Plan  

         Exhibit 10(B)    Fifth Amended and Restated Multicurrency Credit
                          Agreement dated as of September 30, 1997

         Exhibit 11   Statement re computation of per share earnings  

         Exhibit 27   Financial Data Schedules

     (b)  Reports on Form 8-K.  

         On August 18, 1997, the Company filed a current report
         on Form 8-K reporting the issuance of 86,522 shares of
         its Common Stock, $2.50 par value, ("Common Stock") in
         connection with the Servotronix acquisition.  

<PAGE>
<PAGE>15


                              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 14, 1997