UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                               FORM 10-Q

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

For the quarterly period ended March 28, 1998     
                               --------------


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

For the transition period from  ________     to __________


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 No.)

           One Beacon Street, Boston, Massachusetts, 02108
        ----------------------------------------------------
        (Address of principal executive offices and zip code)

                            (617) 523-2030
         ---------------------------------------------------
         (Registrant's telephone number, including area code:)

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 April 28, 1998
-----------------------------        -------------------------------
Common stock, par value $.10                     3,093,630
                                1
<PAGE>
                        TECH/OPS SEVCON, INC.

                  PART I.     FINANCIAL INFORMATION

Item 1.  Financial Statements

                       Consolidated Balance Sheets


                               ASSETS
                           (in thousands)
<TABLE>
<CAPTION>
                                             March 28,       Sept 30,
                                                 1998           1997
                                            ---------   ------------
                                           (unaudited) (derived from
                                                             audited
                                                          statements)
<S>                                          <C>           <C> 
Current assets:

    Cash and cash equivalents                 $ 2,030       $ 2,361
    Accounts receivable, less allowances
       of $173 at 3/28/98 
       and $150 at 9/30/97                      7,626         5,637
    Inventories:    
       Raw materials                            2,265         1,532
       Work-in-process                            716           903
       Finished goods                             606           691
                                                -----         -----
                                                3,587         3,126
                                               ------        ------
            Total current assets               13,243        11,124
                                                -----        ------

Property, plant and equipment, at cost          6,360         5,869
    Less:  Accumulated depreciation
           and amortization                     3,530         3,249
                                                -----         -----
      Net property, plant
        and equipment                           2,830         2,620
                                                -----         -----
Cost of purchased businesses in excess 
   of net assets acquired                       1,435         1,435

Other assets                                        0             6
                                                -----    -   ------
                                              $17,508       $15,185
                                               ======        ======
</TABLE>

The accompanying notes are an integral part of these financial 
statements.
                                2  
<PAGE>
                       TECH/OPS SEVCON, INC.

                    Consolidated Balance Sheets


               LIABILITIES AND STOCKHOLDERS' INVESTMENT
                           (in thousands)
<TABLE>
<CAPTION>
                                             March 28,       Sept 30,
                                                 1998           1997
                                             --------   ------------
                                           (unaudited) (derived from
                                                             audited
                                                          statements)
<S>                                           <C>          <C> 
Current liabilities:

    Current portion of long-term debt         $   255       $   235
    Accounts payable                            3,052         1,770
    Dividend payable                              464           463
    Accrued expenses                            2,720         2,694
    Accrued taxes on income                       856           482
                                                -----         -----
        Total current liabilities               7,347         5,644
                                                -----         -----

Long-term debt, less current portion              160           278
Deferred taxes on income                          164           156
                                                -----         -----

Stockholders' investment (Note 2) 

    Preferred stock                                -             -
    Common stock                                  310           310
    Treasury stock, at cost                      ( 81)         ( 85)
    Premium paid in on common stock             3,729         3,730
    Retained earnings                           6,386         5,786
    Cumulative translation adjustment            (507)         (634) 
                                               ------        ------
       Total stockholders' investment         $ 9,837       $ 9,107
                                               ------        ------
                                              $17,508       $15,185
                                               ======        ======
</TABLE>









The accompanying notes are an integral part of these financial 
statements.
                                3
<PAGE>
                      TECH/OPS SEVCON, INC.

                 Consolidated Statement of Income

                         (Unaudited)
                (in thousands except per share data)
<TABLE>
<CAPTION>
                                Three Months Ended  Six Months Ended
                                ------------------  ----------------
                                 March 28 March 29  March 28 March 29
                                    1998     1997      1998     1997
                                 -------   ------   -------   ------
<S>                             <C>      <C>       <C>      <C> 
Net sales                        $ 8,625  $ 7,133   $15,674  $13,330

Costs and expenses:
  Cost of sales                    5,249    4,476     9,511    8,363
  Selling, general and
    administrative                 1,916    1,702     3,744    3,274
                                   -----    -----     -----    -----
                                   7,165    6,178    13,255   11,637
                                   -----    -----     -----    -----
Operating income                   1,460      955     2,419    1,693

Other income/(expense), net       (   17)  (    9)   (   38)  (   30)
                                    ----     ----     -----      ---
Income before income taxes         1,443      946     2,381    1,663

Income taxes                         513      325       846      577
                                   -----      ---     -----      ---
Net income                       $   930    $ 621    $1,535   $1,086
                                   =====      ===     =====    =====

Basic income per share             $ .30    $ .20     $ .50    $ .35
                                     ===      ===       ===      ===

Diluted income per share           $ .30    $ .20     $ .49    $ .35
                                     ===      ===       ===      ===


Cash dividends per share          $  .15   $  .15     $ .30    $ .30
                                    ====      ===       ===      ===











The accompanying notes are an integral part of these financial 
statements.
                                4
<PAGE>
                         TECH/OPS SEVCON, INC.
                  Consolidated Statement of Cash Flows
                             (Unaudited)

</TABLE>
<TABLE>
<CAPTION>
                                                  Six Months Ended
                                               ---------------------
                                                Mar 28,      Mar 29,
            (in thousands)                         1998         1997
                                               --------     --------
<S>                                            <C>          <C>  
Net cash flow from operating activities: 
  Net income                                     $1,535       $1,086
  Adjustments to reconcile net income to 
   net cash from operating activities:
     Depreciation and amortization                  179          210
     Deferred tax provision                           8            9
     Increase (decrease) in cash resulting from 
      changes in operating assets and liabilities:
       Receivables                               (1,989)      (  786)
       Inventories                                 (461)           8
       Accounts payable                           1,282          124
       Accrued compensation and expenses           (  9)        ( 26)
       Accrued and deferred taxes on income         409         ( 23)
       Other assets                                   6           12 
                                                   ----          ---
  Net cash generated from operating activities      960          614   
Cash flow used by investing activities:
  Acquisition of property, plant, and 
    equipment, net                               (  292)      (1,498)
                                                  -----        -----
Cash flow used by financing activities:      
  Long-term debt incurred on purchase of building    -           704
  Payment of long-term debt                        ( 98)        ( 77)
  Exercise of stock options                           5           -
  Purchase of common stock                         (  9)          -
  Dividends paid                                   (927)        (926)
                                                  -----        -----
  Net cash used by financing activities          (1,029)      (  299)
Effect of exchange rate changes on cash              30       (    1)
                                                  -----        -----
Net (decrease) in cash                           (  331)      (1,184)
Opening balance - cash and cash equivalents       2,361        2,886
                                                  -----        -----
Ending balance - cash and cash equivalents       $2,030       $1,702
                                                  =====        =====
Supplemental disclosure of cash flow information
   Cash paid for income taxes                     $ 535        $ 604
   Cash paid for interest                            29           21
                                                    ---          ---
Supplemental disclosure of non-cash 
 financing activity:
   Dividend declared                              $ 464        $ 464
                                                    ===          ===
</TABLE>
The accompanying notes are an integral part of these financial 
statements.
                                5  
<PAGE>
                        TECH/OPS SEVCON, INC.

     Notes to Consolidated Financial Statements - March 28, 1998

                            (Unaudited)


(1)     Basis of Presentation

     In the opinion of management, the accompanying unaudited 
condensed consolidated financial statements contain all adjustments 
(consisting of only normally recurring accruals) necessary to present 
fairly the financial position of Tech/Ops Sevcon as of March 28, 1998 
and the results of operations and cash flows for the three months and 
six months ended March 28, 1998 and March 29, 1997.

     The accounting policies followed by Tech/Ops Sevcon are set 
forth in Note 1 to the financial statements in the 1997 Tech/Ops 
Sevcon, Inc. Annual Report on Form 10-K.

     The results of operations for the three-month and six-month 
periods ended March 28, 1998 and March 29, 1997 are not necessarily 
indicative of the results to be expected for the full year.



(2) Cash Dividends


     On March 5, 1998, the Company declared a quarterly dividend of 
$.15 per share for the second quarter of fiscal 1998, which was paid 
on April 2, 1998 to stockholders of record on March 18, 1998. The 
Company has paid regular quarterly cash dividends since the first 
quarter of fiscal 1990.




                           6
<PAGE>
       
                       TECH/OPS SEVCON, INC.

Item 2. Management's Discussion and Analysis of Financial Condition 
        and Results of Operations

Results of Operations

Three months ended March 28, 1998

     Sales in the second fiscal quarter ended March 28, 1998 were 
$8,625,000, compared to $7,133,000 in the same quarter of the 
previous year, an increase of $1,492,000, or 21%. All operations 
reported revenue increases compared to the same period last year. 
Revenues in the second quarter were an all-time record. Revenues in 
the US increased by 11%, mainly due to increased demand in the fork 
lift truck market. Sales in foreign markets increased by 26%. The 
sales growth in foreign markets was to both fork lift truck and 
aerial lift customers.

     Gross profit was 39.1% of sales compared to 37.2% in the second 
quarter of fiscal 1997.  Gross profit was $719,000 higher than last 
year.  The increase in gross profit was mainly attributable to higher 
volumes, and lower material costs. Operating expenses for the quarter 
were $214,000, or 13%, higher than in 1997. 

     Operating income was $1,460,000, an increase of $505,000, or 53% 
compared to the second quarter of last year. The principal reason for 
the increase in operating income was higher volumes.

Income before income taxes was $1,443,000, compared to $946,000 
last year, an increase of $497,000, or 53%. Income taxes were 35.6% 
of pre-tax income, compared to 34.4% last year, mainly due to higher 
foreign tax rates.  Primarily due to higher sales, net income 
increased by $309,000, or 50%, to $930,000. Basic and fully diluted 
income per share was $.30 compared to $.20 in the second quarter of 
fiscal 1997.  


Six months ended March 28, 1998

     Sales in the first six months of fiscal 1998 were $15,674,000, 
compared to $13,300,000 in the same period last year, an increase of 
$2,344,000, or 18%. Revenues were higher than last year in all 
business units.  Revenues in the US increased by $628,000,or 13%, 
mainly due to increased demand in the fork lift truck market. Sales 
in foreign markets increased by $1,716,000, or 20%, with increased 
sales to both fork lift truck and aerial lift markets.

     Gross profit was 39.3% of sales compared to 37.3% in 1997.  
Gross profit increased by $1,196,000 compared to the first six months 
of last year.  The higher gross profit was mainly attributable to 
increased volumes, and lower material costs. Operating expenses for 
the six month period were $3,744,000, an increase of $470,000, or 
16%, compared to last year. 
                     
                               7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition 
        and Results of Operations (continued):

Results of Operations (continued):

     Operating income for the first half year was $2,419,000, an 
increase of $726,000, or 43% compared to last year. Increased sales 
volumes was the main reason for the increase in operating income.

Income before income taxes was $2,381,000, compared to 
$1,663,000 last year, an increase of $718,000, or 43%. Income taxes 
were 35.5% of pre-tax income, compared to 34.7% last year, mainly due 
to higher foreign tax rates.  Net income was $1,535,000, an increase 
of $449,000, or 41%, compared to the same period last year. Basic 
income per share was 43% higher than last year at $.50 per share 
compared to $.35 per share in 1997.  Fully diluted net income was 
$.49 per share, an increase of 41% compared to 1997.  


Financial Condition

     The Company has, since January 1990, maintained a program of 
regular cash dividends, which, for the most recent quarter, amounted 
to $464,000.  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>

                      TECH/OPS SEVCON, INC.


                   PART II.    OTHER INFORMATION

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

     At the Company's Annual Meeting held on January 28, 1998, the 
shareholders voted to re-elect as directors for three year terms the 
following persons: Marvin G. Schorr and David R. Steadman.  Dr. 
Schorr received 2,738,682 votes for and 27,326 withheld, and Mr. 
Steadman received 2,737,702 votes for and 28,306 withheld.  The 
shareholders also voted to approve the 1998 Director Stock Option 
Plan by a vote of 2,534,466 for, 159,797 against, and 71,744 
withheld.



Item 6.   Exhibits and Reports on Form 8-K

    (a)     Exhibits filed with this report. 

            (10) Director Stock Option Plan
            (11) Calculation of Earnings Per Share
            (27) Financial Data Schedule (EDGAR Filing only)


    (b)     Reports on Form 8-K - There were no reports on Form 8-K
            during the quarter for which this report is filed.




                               SIGNATURES

     Pursuant to the requirements 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.



Date: May 6, 1998                  By:   /s/ Paul A. McPartlin
                                         ---------------------
                                           Paul A. McPartlin
                                     Chief Financial and Accounting
                                                Officer




                                 
                                  9
<PAGE>


                                                           EXHIBIT 10

                     TECH/OPS SEVCON, INC.
                1998 DIRECTOR STOCK OPTION PLAN


                      I.  INTRODUCTION

     1.1  Purposes.  The Purposes of the 1998 Director Stock Option  
Plan (the Plan) of Tech/Ops Sevcon, Inc., a Delaware corporation 
("The Company"), and its subsidiaries from time to time (individually 
a "Subsidiary" and collectively the "Subsidiaries"), are to align the 
interests of the Company's stockholders and the recipients of options 
under this Plan by increasing the proprietary interest of such 
recipients in the Company's growth and success and to advance the 
interests of the Company by attracting and retaining well-qualified 
persons who are not employees of the Company for service as directors 
of the Company.  For purposes of this Plan, references to service on 
behalf of the Company shall also mean service on behalf of a 
Subsidiary.

     1.2  Administration.  This Plan shall be administered by a 
committee (the "Committee") designated by the Board of Directors of 
the Company (the "Board") consisting of two or more members of the 
Board.

     The Committee shall, subject to the terms of the Plan, interpret 
this Plan and the application thereof and establish rules and 
regulations it deems necessary or desirable for the administration of 
this Plan.  All such interpretations, rules and regulations shall be 
conclusive and binding on all parties.  Each option hereunder shall 
be evidenced by a written agreement (an "Agreement") between the 
Company and the optionee setting forth the terms and conditions 
applicable to such option.  The Committee shall determine the form of 
the Agreement.

     No member of the Board of Directors or the Committee shall be 
liable for any act, omission, interpretation, construction or 
determination made in connection with this Plan in good faith, and 
the members of the Board of Directors and the Committee shall be 
entitled to indemnification and reimbursement by the Company in 
respect of any claim, loss, damage or expense (including attorneys' 
fees) arising therefrom to the full extent permitted by law (except 
as otherwise may be provided in the Company's Certificate of 
Incorporation and/or Bylaws) and under any directors' and officers'
liability insurance that may be in effect from time to time.

     A majority of the Committee shall constitute a quorum.  The acts 
of the Committee shall be either (a) acts of a majority of the 
members of the Committee present at any meeting at which a quorum is 
                                   10
<PAGE>
present or (b) acts approved in writing by all of the members of the 
Committee without a meeting.

     1.3  Eligibility.  Each member of the Board of Directors of the 
Company who is not an employee, either full-time or part-time, of the 
Company or a Subsidiary (a "Non-Employee Director") shall be eligible 
to participate in this Plan and receive a grant of options to 
purchase shares of Common Stock (as defined in Section 1.4) in 
accordance with Section II.

     1.4  Shares Available.  Subject to adjustment as provided in 
Section 3.6, 50,000 shares of the common stock, par value $ .10 per 
share, of the Company ("Common Stock"), shall be available for grants 
of options under this Plan.  To the extent that shares of Common 
Stock subject to an outstanding option are not issued or delivered by 
reason of the expiration, termination, cancellation or forfeiture of 
such option or by reason of the delivery of shares of Common Stock to 
pay all or a portion of the exercise price of such option, then such 
shares of Common Stock shall again be available under the Plan.

      Shares of Common Stock to be delivered under this Plan shall be 
made available from authorized and unissued shares of Common Stock, 
or authorized and issued shares of Common Stock reacquired and held 
as treasury shares or otherwise or a combination thereof.


                    II.  STOCK OPTIONS

     2.1  Grants of Stock Options.  Each Non-Employee Director shall 
be granted a non-qualified stock option to purchase 5,000 shares of 
Common Stock at a purchase price per share equal to the Fair Market 
Value of the Common Stock on the date of grant of such option, as 
follows:

     (a)  to each person on the date of the 1998 annual meeting of 
stockholders of the Company who is a Non-Employee Director 
immediately thereafter;

     (b)  to each person upon first election as a Non-Employee 
Director after the 1998 annual meeting; and

     (c)  to each person upon first becoming a Non-Employee Director 
as result of retirement from the Company on a date approved by the 
Board in its sole discretion.

     "Fair Market Value" shall mean the average of the high and low 
transaction prices of a share of Common Stock as reported on The 
American Stock Exchange on the date as of which such value is being 
determined or, if the Common Stock is not listed on The American 
Stock Exchange, the average of the high and low transaction prices of 
                                11
<PAGE>
a share of Common Stock on the principal national stock exchange on 
which the Common Stock is traded on the date as of which such value 
is being determined, or, if there shall be no reported  transactions 
on such date, on the next preceding date for which transactions were 
reported; provided, however, that if Fair Market Value for any date 
cannot be determined as above provided, Fair Market Value shall be 
determined by the Committee by whatever means of method as the 
Committee, in the good faith exercise of its discretion, shall at 
such time deem appropriate.

     2.2  Option Period and Exercisability.  Except as otherwise 
provided herein, each option granted under this Article II shall 
become exercisable for up to 500 shares of Common Stock on the first 
anniversary of its date of grant, and up to an additional 500 shares 
on each anniversary thereafter, all on a cumulative basis.  Subject 
to Sections 2.4 and 2.5, each option granted under this Article II 
shall expire 90 days after the tenth anniversary of its date of 
grant.  An option may be exercised in whole or in part only for whole 
shares of Common Stock.

     2.3  Method of Exercise.  An option may be exercised (I) by 
giving written notice to the Company specifying the number of whole 
shares of Common Stock to be purchased and accompanied by payment 
therefor in full (or arrangement made for such payment to the 
Company's satisfaction) either (A) in cash, (B) by delivery of 
previously owned whole shares of Common Stock (which the optionee has 
held for at least six months prior to the delivery of such shares or 
which the optionee purchased on the open market and for which the 
optionee has good title, free and clear of all liens and 
encumbrances) having a Fair Market Value, determined as of the date 
of exercise, equal to the aggregate purchase price payable by reason 
of such exercise, (C) in cash by a broker-dealer acceptable to the 
Company to whom the optionee has submitted an irrevocable notice of 
exercise or (D) a combination of (A) and (B), in each case to the 
extent set forth in the Agreement relating to the option and (ii) by 
executing such documents as the Company may reasonably request.  The 
Committee shall have sole discretion to disapprove of an election 
pursuant to any clauses (B)-(D).  Notwithstanding the foregoing, the 
Committee shall also have discretion to permit payment to be made, in 
whole or in part, by a full-recourse note or in installments at such 
time and upon such terms as the Committee may approve; provided, 
however, that in the case of payment by any such note or 
installments, certificates for any shares of Common Stock issued in 
respect thereof shall contain such legend, if any, as may be required 
by, and shall otherwise be subject to the provisions of, the laws of 
the state of incorporation of the Company relating to the issuance of 
shares on such terms.  Any fraction of a share of Common Stock which 
would be required to pay such purchase price shall be disregarded and 
the remaining amount due shall be paid in cash by the optionee.  No 
certificate representing Common Stock shall be delivered until the 
full purchase price therefor has been paid.
                              12
<PAGE>
     2.4  Termination of Directorship.  Subject to Section 3.6, if 
the holder of an option granted under this Article II shall cease to 
be a member of the Board for any reason, each such option held by 
such optionee shall be exercisable only to the extent that such 
option is exercisable on the effective date of such holder's ceasing 
to be a member of the Board and may thereafter be exercised by such 
optionee (or such optionee's executor, administrator, legal 
representative, beneficiary or similar person) until and including 
the earliest to occur of (i) the date which is one year after the 
date such optionee ceased to be a member of the Board and (ii) the 
expiration date of the term of such option.

     2.5  Death Following Termination of Directorship.  If the holder 
of an option granted under this Article II dies during the one year 
period following the date on which such optionee ceased to be a 
member of the Board, each such option held by such hold shall be 
exercisable only to the extent that such option is exercisable on the 
date of the holder's death and may thereafter be exercised by such 
holder's executor, administrator, legal representative, beneficiary 
or similar person) until and including the earliest to occur of (i) 
the date which is one year after the date of death and (ii) the 
expiration date of the term of such option; provided, however, that 
in the event that the date of death is less than six months prior to 
such expiration date, such holder's executor, administrator, legal 
representative, beneficiary or similar person, as the case may be, 
shall have not less than six months from the date of death to so 
exercise such option.


                       III.  General

     3.1  Effective Date.  Subject to the approval of the 
stockholders of the Company, this Plan shall be effective on January 
28, 1998.

     3.2  Amendment.  The Board may amend, suspend, or terminate this 
Plan at any time, subject to such stockholder approval as the Board 
determines to be necessary or desirable to comply with any tax or 
regulatory requirements.

     3.3  Non-Transferability.  No option hereunder shall be 
transferable other than (a) by will or the laws of descent and 
distribution or pursuant to beneficiary designation procedures 
approved by the Company or (b) as otherwise permitted by the 
Committee.

     3.4  Restrictions on Shares.  Each option hereunder shall be 
subject to the requirement that if at any time the Company determines 
that the listing, registration or qualification of the shares of 
                               13      
<PAGE>
Common Stock subject to such option upon any securities exchange or 
under any law, or the consent or approval of any governmental body, 
or the taking of any other action is necessary or desirable as a 
condition of, or in connection with, the purchase or delivery of 
shares thereunder, such shares shall not be purchased or delivered 
unless such listing registration, qualification, consent, approval or 
other action shall have been effected or obtained, free of any 
conditions not acceptable to the Company.  The Company may require 
that certificates evidencing shares of Common Stock delivered 
pursuant to any option hereunder bear a legend indicating that the 
sale, transfer or other disposition thereof by the holder is 
prohibited except in compliance with the Securities Act of 1933, as 
amended, and the rules and regulations thereunder.

     3.5 Adjustment.  In the event of any stock split, stock 
dividend, recapitalization, reorganization, merger, consolidation,  
combination, exchange of shares, liquidation, spin-off or other 
similar change in capitalization or event, or any distribution to 
holders of Common Stock other than a regular cash dividend, the 
number and class of securities available under this Plan, the number 
and class of securities subject to each outstanding option and the 
number and class of securities to vest annually, the purchase price 
per security, and the number of securities subject to each option to 
be granted to Non-Employee Directors pursuant to Article II shall be 
appropriately adjusted by the Committee, provided that the number of 
shares subject to outstanding options shall always be a whole number.


     3.6  Change in Control.  

     (a)  Notwithstanding any provision in the Plan or any Agreement, 
in the event of a Change in Control, all outstanding options shall 
immediately be exercisable in full.


(b)  "Change in Control" shall mean:

     (i)  the acquisition by any individual, entity or group (a 
"Person"), including any "person" within the meaning of Section 
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), of beneficial ownership within the 
meaning of Rule 13d-3 promulgated under the Exchange Act, of 50% or 
more of either (A) the then outstanding shares of common stock of the 
Company (the "Outstanding Company Common Stock") or (B) the combined 
voting power of the then outstanding securities of the Company 
entitled to vote generally in the election of directors (the 
"Outstanding Company Voting Securities"); excluding, however the 
following:  (1) any acquisition directly from the Company (excluding 
any acquisition resulting from the exercise of an exercise, 
conversion or exchange privilege unless the security being so 
exercised, converted or exchanged was acquired directly from the 
Company), (2) any acquisition by the Company, (3) any acquisition by 
                               14
<PAGE>
an employee benefit plan (or related trust) sponsored or maintained 
by the Company or any corporation controlled by the Company or (4) 
any acquisition by any corporation pursuant to a transaction which 
complies with clauses (A), (B) and (C) of subsection (iii) of this 
Section 3.6(b); provided further, that for purposes of clause (2), if 
any Person (other than the Company or any employee benefit plan (or 
related trust) sponsored or maintained by the Company or any 
corporation controlled by the Company ) shall become the beneficial 
owner of 50% or more of the Outstanding Company Common Stock or 50% 
or more of the Outstanding Company Voting Securities by reason of an 
acquisition by the Company, and such Person shall, after such 
acquisition by the Company, become the beneficial owner of any 
additional shares of the Outstanding Company Common Stock or any 
additional Outstanding Company Voting Securities and such beneficial 
ownership is publicly announced, such additional beneficial ownership 
shall constitute a Change in Control;

     (ii)  individuals who, as of January 28, 1998, constitute the 
Board of Directors (the "Incumbent Board") cease for any reason to 
constitute at least a majority of such Board; provided that any 
individual who becomes a director of the Company subsequent to such 
date whose election, or nomination for election by the Company's 
stockholders, was approved by the vote of at least a majority of the 
directors then comprising the Incumbent Board shall be deemed a 
member of the Incumbent Board; and provided further, that any 
individual who was initially elected as a director of the Company as 
a result of an actual or threatened election contest, as such terms 
are used in Rule 14a-11 of Regulation 14A promulgated under the 
Exchange Act, or any other actual or threatened solicitation of 
proxies or consents by or on behalf of any Person other than the 
Board shall not be deemed a member of the Incumbent Board;

     (iii)  consummation by the Company of a reorganization, merger 
or consolidation or sale or other disposition of all or substantially 
all of the assets of the Company (a "Corporate Transaction"); 
excluding, however, a Corporate Transaction pursuant to which (A) all 
or substantially all of the individuals or entities who are the 
beneficial owners, respectively, of the Outstanding Company Common 
Stock and the Outstanding Company Voting Securities immediately prior 
to such Corporate Transaction will beneficially own, directly or 
indirectly, more than 50% of, respectively, the outstanding shares of 
common stock, and the combined voting power of the outstanding 
securities of such corporation entitled to vote generally in the 
election of directors, as the case may be, of the corporation 
resulting from the Corporate Transaction (including, without 
limitation, a corporation which as a result of such transaction owns 
the Company or all or substantially all of the Company's assets 
either directly or indirectly) in substantially the same proportions 
relative to each other as their ownership, immediately prior to such 
                               15  
<PAGE>
Corporate Transaction, of the Outstanding Company Common Stock and 
the Outstanding Company Voting Securities, as the case may be, (B) no 
Person (other than:  the Company; any employee benefit plan (or 
related trust) sponsored or maintained by the Company or any 
corporation controlled by the Company; the corporation resulting from 
such Corporate Transaction; and any Person which beneficially owned, 
immediately prior to such Corporate Transaction, directly or 
indirectly, 35% or more of the Outstanding Company Common Stock or 
the Outstanding Company Voting Securities, as the case may be) will 
beneficially own, directly or indirectly, 35% or more of, 
respectively, the outstanding shares of common stock of the 
corporation resulting from such Corporate Transaction or the combined 
voting power of the outstanding securities of such corporation 
entitled to vote generally in the election of directors and (C) 
individuals who were members of the Incumbent Board will constitute 
at least a majority of the members of the board of directors of the 
corporation resulting from such Corporate Transaction; or

     (iv)  approval by the stockholders of the Company of a plan of 
complete liquidation or dissolution of the Company.

     3.7  No Right of Continued Service.  Neither this Plan nor any 
option granted hereunder shall confer upon any person any right to 
continued services as a director of the Company, any Subsidiary or 
any affiliate of the Company.

     3.8  Rights as Stockholder.  No person shall have any right as a 
stockholder of the Company with respect to any shares of Common Stock 
which are subject to an option hereunder until such person becomes a 
stockholder of record with respect to such shares of Common Stock.

     3.9  Designation of Beneficiary.  Each optionee may file with 
the Committee a written designation of one or more persons as such 
optionee's beneficiary or beneficiaries (both primary and contingent) 
in the event of the optionee's death.  To the extent an outstanding 
option granted hereunder is exercisable, such beneficiary or 
beneficiaries shall be entitled to exercise such option.

     Each beneficiary designation shall become effective only when 
filed in writing with the Committee during the optionee's lifetime on 
a form prescribed by the Committee.  The spouse of a married optionee 
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<PAGE>
domiciled in a community property jurisdiction shall join in any 
designation of a beneficiary other than such spouse.  The filing with 
the Committee of a new beneficiary designation shall cancel all 
previously filed beneficiary designations.

     If an optionee fails to designate a beneficiary, or if all 
designated beneficiaries of an optionee predecease the optionee, then 
each outstanding option hereunder held by such optionee, to the 
extent exercisable, may be exercised by such optionee's executor, 
administrator, legal representative or similar person.

     3.10  Governing Law.  This Plan and each option hereunder shall 
be governed by the laws of the State of Delaware and construed in 
accordance therewith without giving effect to principles of conflicts 
of laws.





























                                    17
<PAGE>



                                                           EXHIBIT 11

                         TECH/OPS SEVCON, INC.

Calculation of Earnings Per Share and Weighted Average Shares 
Outstanding

(In thousands, except for per share amounts)
<TABLE>
<CAPTION>
                                Three Months Ended  Six Months Ended
                                ------------------  ----------------
                                  Mar 28   Mar 29    Mar 28   Mar 29
                                    1998     1997      1998     1997
                                 -------   ------   -------   ------
<S>                                <C>     <C>       <C>     <C> 
Net income                          $  930  $  621    $1,535  $1,086
Basic income per share              $  .30  $  .20    $  .50  $  .35

Average shares outstanding           3,094   3,090     3,094   3,090


Options outstanding - common stock
  equivalents                           45      29        45      39

Average common and common equivalent
  shares outstanding                 3,139   3,119     3,139   3,129

Diluted income per share            $  .30   $ .20    $  .49   $  .35
                                       ===     ===       ===      ===
</TABLE>

                                         18
<PAGE>