<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 March 31, 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.)


160l 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 May 13, 1997
Common Stock, $2.50 par value                        9,774,594 shares

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                            KOLLMORGEN CORPORATION


                                     INDEX




                                                                 Page No.


PART I - Financial Information


    Consolidated Statements of Operations                           3
        for the Three Months Ended 
        March 31, 1997 and 1996 (unaudited)


    Consolidated Balance Sheets as of                               4
        March 31, 1997 (unaudited) 
        and December 31, 1996


    Consolidated Statements of Cash Flows                           5-6
        for the Three Months Ended 
        March 31, 1997 and 1996 (unaudited)


    Notes to Unaudited Consolidated Financial Statements            7-8


    Management's Discussion and Analysis                            9-11
        of Financial Condition and 
        Results of Operations



PART II - Other Information                                          11


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<TABLE>
                 PART I - FINANCIAL INFORMATION

              KOLLMORGEN CORPORATION AND SUBSIDIARIES
              Consolidated Statements of Operations
             (In thousands, except share and per share amounts)
<CAPTION>
                                                    For the
                                                Three Months Ended
                                                     March 31,     
                                                            ------------------
                                                 1997             1996 
                                                      (unaudited)         (unaudited)
                                              --------         --------
<S>                                         <C>              <C>       
Net sales                                   $  50,587        $  57,040 
    
Cost of sales                                  35,306           37,814 
                                             ---------        ---------
Gross profit                                   15,281           19,226 
                                             ---------        ---------
Selling and marketing expense                   4,728            7,299 
General and administrative expense              5,766            5,805 
Research and development expense                1,979            3,303 
                                             ---------        ---------
Income from operations                          2,808            2,819 
                                             ---------        ---------
Interest (expense)                             (1,283)          (1,317)
Interest income                                   197              189 
Other                                              20              (43)
                                             ---------        ---------
Income before income taxes, equity in earnings
    of joint venture, and minority interest     1,742            1,648 

Provision for income taxes                        478               0  
                                             ---------        ---------
Income before equity in earnings of joint
    venture and minority interest               1,264             1,648

Equity in earnings of joint venture               670               0  
Minority interest                                  76               0  
                                             ---------        ---------

Net income                                  $   2,010        $   1,648 
                                             =========        =========
Net income available to common shareholders $   2,010        $   1,363 
                                             =========        =========
Earnings per common share - Primary           $  .20           $  .14  
                                              ======           ======  

Number of shares used in calculating
    earnings per common share               10,177,411        9,706,225
                                            ==========       ==========

<FN>
See accompanying notes to these unaudited consolidated financial statements.  
</TABLE>
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<TABLE>
              KOLLMORGEN CORPORATION AND SUBSIDIARIES
                   Consolidated Balance Sheets
                                (In thousands)
<CAPTION>
                           ASSETS
                                                  March 31,     
                                                    1997       December 31,
                                                           (unaudited)  1996  
                                                 ---------        ---------
<S>                                             <C>              <C>       
Current assets:
    Cash and cash equivalents                   $  11,949        $  13,445 
    Accounts receivable (net of reserve of 
      $713 in 1997 and $772 in 1996)               40,457           43,189 
    Recoverable amounts on long-term contracts      4,321            4,973 
    Inventories                                    21,668           22,450 
    Prepaid expenses and other current assets       1,514            1,645 
                                                 ---------        ---------
Total current assets                               79,909           85,702 
                                                 ---------        ---------
Property, plant and equipment, net                 24,606           25,147 
Goodwill                                            3,917            4,089 
Investment in joint venture                        13,390           12,720 
Other assets                                       13,370           13,672 
                                                 ---------        ---------
                                                $ 135,192        $ 141,330 
                                                 =========        =========

                LIABILITIES and SHAREHOLDERS' EQUITY

Current liabilities:                                                       
    Notes payable to banks                      $   4,907        $   5,545 
    Current portion of long-term debt               6,935            6,942 
    Accounts payable                               16,998           21,765 
    Accrued liabilities                            25,494           26,756 
                                                 ---------        ---------
Total current liabilities                          54,334           61,008 
                                                 ---------        ---------
Long-term debt                                     51,941           53,054 
Other liabilities                                   5,260            5,202 
Minority interest                                     211              287 

Common shareholders' equity:
    Common stock                                   26,916           26,914 
    Additional paid-in capital                     12,938           13,166 
    Accumulated deficit                            (8,044)         (10,054)
    Cumulative translation adjustments                500              791 
    Less common stock in treasury, at cost         (8,864)          (9,038)
                                                 ---------        ---------
Total common shareholders' equity                  23,446           21,779 
                                                 ---------        ---------
                                                $ 135,192        $ 141,330 
                                                 =========        =========
<FN>
See accompanying notes to these unaudited consolidated financial statements.  
</TABLE>
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<TABLE>
              KOLLMORGEN CORPORATION AND SUBSIDIARIES
               Consolidated Statements of Cash Flows
                                (In thousands)
<CAPTION>
                                                           For the
                                                      Three Months Ended
                                                           March 31,
                                                      ------------------
                                                    1997         1996  
                                                           (unaudited)     (unaudited)
                                                 ---------    ---------
<S>                                                          <C>       <C>       
Cash flows from operating activities:                                  
Net income from operations                      $   2,010    $   1,648 
Adjustments to reconcile net income to 
  net cash provided by operating activities:
 Depreciation                                       1,099        1,474 
 Amortization                                         282          271 
 Loss on sale of assets                                 0           17 
 Equity in income of joint venture                   (670)           0 
 Minority interest                                    (76)           0 
 Other non-cash expenses                                9           12 

Changes in assets and liabilities:
 Accounts and notes receivable                      1,533       (1,364)
 Recoverable amounts on long-term contracts           652          384 
 Inventories                                          286       (3,131)
 Prepaid expenses                                     155         (169)
 Accounts payable and accrued liabilities          (4,596)      (1,282)
 Deferred income taxes and other expenses              (3)        (165)
 Other                                               (115)        (353)
                                                 ---------    ---------
   Net cash provided by (used in) operations          566       (2,658)
                                                 ---------    ---------
Cash flows from investing activities:
 Capital expenditures                              (1,033)        (897)
 Proceeds from sale of assets                           0          775 
 Equity investment                                    (82)      (1,069)
 Long term notes receivable (net of repayments)       262          130 
                                                 ---------    ---------
   Net cash used in investing activities             (853)      (1,061)
                                                 ---------    ---------
Cash flows from financing activities:
 Net borrowings (repayments) under credit lines      (195)       1,917 
 Principal repayment on other notes                     0         (896)
 Common stock issued from treasury                    135          187 
 Redemption of preferred stock                          0      (25,506)
 Principal payments on capital lease obligations      (24)         (33)
 Borrowings (repayments) of long-term debt           (750)      25,002 
                                                          Dividends         (195)(484)
                                                 ---------    ---------
   Net cash provided by (used in) financing activities          (1,029)      187 
                                                 ---------    ---------
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Effect of exchange rate changes on cash              (180)        (319)
                                                 ---------    ---------
Net decrease in cash and cash equivalents          (1,496)      (3,851)
Cash and cash equivalents at beginning of period   13,445       17,789 
                                                 ---------    ---------
Cash and cash equivalents at end of period      $  11,949    $  13,938 
                                                 =========    =========

Supplemental cash flow information
----------------------------------
Cash paid during the period for:
 Interest                                       $     594    $     380 
 Income taxes (net of refunds)                         10          547 


<FN>
See accompanying notes to these unaudited consolidated financial statements.  
</TABLE>
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                   KOLLMORGEN CORPORATION AND SUBSIDIARIES

            Notes to Unaudited Consolidated Financial Statements

                               March 31, 1997


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

  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 March 31, 1997
  and the results of operations and cash flows for the three-month periods
  ended March 31, 1997 and 1996.  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.  


2.    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, for the quarter ended
      March 31, 1997, the Macbeth division is not included in the accompanying
      financial statements, but instead the Company is accounting for its
      interest in the Joint Venture using the equity method.  

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


                            March 31, December 31,
                              1997        1996    
                            --------- ------------
        Raw materials       $ 11,503    $ 11,816  
        Work in process        7,602       8,118  
        Finished goods         2,563       2,516  
                             --------    -------- 
                            $ 21,668    $ 22,450  
                             ========    ======== 


4.  The Financial Accounting Standards Board issued Statement No. 128 ( SFAS
    128 ),  Earnings per Share , which requires the presentation of basic
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KOLLMORGEN CORPORATION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (continued)



    and diluted earnings per share (EPS).  Basic EPS excludes dilutive
    securities and is computed by dividing income available to common
    stockholders 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.  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 for the three months ended March 31, 1997 and 1996 would have been
    $.21 and $.14, respectively.  


5.  In April, 1997 the Company purchased additional shares of Servotronix to
    increase its ownership of Servotronix from 25% to 81%.  The Company will
    consolidate Servotronix prospectively.  


<PAGE>
<PAGE>9



         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, for the quarter ended, the Macbeth division is not included in
the accompanying financial statements, but instead the Company is accounting
for its interest in the Joint Venture using the equity method.  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 comparative information
cannot be presented for the Electro-Optical Instruments segment, the Company
is discontinuing segment discussion.  

    Revenues declined $6.5 million for the three months ended March 31, 1997
as compared to the same period a year ago.  Excluding the Businesses
Divested, first quarter revenues increased $1.7 million or 3% as compared to
the first quarter of 1996.  The increase reflects the strong performance of
the Company s engineering consulting business, Proto-Power, which has seen
increased demand for its specialized services to the utility industry.  This
increase more than offset a decline in revenues of the Company's aerospace
and defense business which was principally the 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 first quarter of 1997
as compared to the same period in 1996 from 33.7% to 30.2%.  Excluding the
Businesses Divested, gross margin decreased from 31.1% to 30.2%.  The slight
decline in margin was attributable to a decline in margin of the Company s
engineering consulting services.  Although engineering services revenues
increased, staffing costs rose to support the higher level of business.  

    Sales and marketing expenses declined $2.6 million in the first quarter
of 1997 as compared to the first quarter of 1996.  As a percentage of sales,
sales and marketing expenses decreased from 12.8% to 9.3% as a result of the
Businesses Divested.  When Businesses Divested are excluded, the result is a
decline of  $0.3 million and a decline as a percentage of sales from 10.3% in
the first quarter of 1996 to 9.3% in the first quarter of 1997.  This decline
reflects decreased commission expenses due to an increase in direct sales
personnel at the Company's domestic motion technology business, and lower bid
costs associated with the Company s military business.  

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    General and administrative expenses remained relatively unchanged from
the first quarter of 1996.  Excluding the Businesses Divested, general and
administrative expenses increased $0.7 million to 11.4% of sales as compared
to 10.3% of sales in 1996.  The increase reflects the costs associated with
the Company s implementation of new information systems and the increased
expenses associated with the Company s Proto-Power division.  

    Research and development expenses declined in the first quarter by $1.3
million.  Excluding the Businesses Divested, research and development
expenses declined by $0.2 million.  

    Income from operations of $2.8 million  remained unchanged from the
first quarter of 1996.  Interest expense was relatively unchanged from the
first quarter of 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.  

    The Company s 48% share of the after-tax profits of the Joint Venture
were $0.7 million for the first quarter of 1997.  The results of the
Company s Macbeth division were consolidated in the Company s results in
1996.  

    Bookings increased $4.0 million or 8% during the quarter as compared to
the first quarter of 1996 (excluding the Businesses Divested).  The increase
reflects improved bookings for the Company's engineering consulting services
and for domestic military products.  

    Backlog increased in the first quarter from December 31, 1996 by $2.6
million reflecting orders received for submarine periscopes and optical
sights for naval surface warships.  

                         LIQUIDITY AND CAPITAL RESOURCES

    The Company s cash and cash equivalents decreased $1.5 million during
the first three months of 1997.  Net cash provided by operating activities
generated $2.7 million.  Accounts receivable generated $1.5 million in cash
during the first quarter reflecting strong collections and a reduction in
days sales outstanding.  Inventories, recoverable amounts under long term
contracts, and prepaid expenses generated $1.1 million in cash during the
first quarter.  Accounts payable and accrued liabilities used $4.6 million in
cash reflecting scheduled payments to be made in 1997 and approximately $1.5
million for the refinancing of a building lease on more favorable terms to
the Company.  Additionally, the Company s Electro-Optical division used cash
of $1.7 million for payments in connection with long-term contracts and for
the procurement of materials.  

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<PAGE>11



    Investing activities used $0.9 million in cash for the purchase of
capital assets, primarily in connection with the start up of the Company s
Vietnam manufacturing facility which commenced operations on a limited basis
during the first quarter of 1997.  

    Financing activities used $1.0 million in cash principally for scheduled
payments of the Company s long term debt, and for dividends on common stock.  

    In April, 1997, the Company paid $5.4 million in cash to purchase shares
in Servotronix Ltd. in Israel, increasing its ownership of Servotronix from
25% to 81%.  

    The Company believes that it can generate sufficient cash from
operations and its current borrowing line of credit to finance its cash
requirements for capital expenditures, sinking fund payments, working capital
needs, and acquisition commitments 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.  

            11. Statement re computation of per share earnings.  
            27. Financial Data Schedules.  

    (b) Reports on Form 8-K.  

        (i) On January 27, 1997, the Company filed a
            current report on Form 8-K setting forth
            certain risk factors relating to forward
            looking statements that the Company and its
            representatives may make from time to time.  

        (ii)    On January 31, 1997, the Company filed a
                current report on Form 8-K announcing the
                signing of an agreement with the shareholders
                of Gretag AG relating to the formation of
                Gretag-Macbeth Holding AG, a new Swiss joint
                venture composed of the Company's Macbeth color
                business and the Gretag Color Control Systems
                business.

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                             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:   May 15, 1997