<PAGE>
                                 REGISTRATION NO. 333-         

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549

                            FORM S-8

                   REGISTRATION STATEMENT UNDER 
                    THE SECURITIES ACT OF 1933

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

         Delaware                                 04-2985631
	(State or other jurisdiction                  (I.R.S. Employer
      of incorporation)                      Identification No.)

          One Beacon Street, Boston, Massachusetts 02108
             (Address of Principal Executive Offices)

                   1996 EQUITY INCENTIVE PLAN
                    (Full Title of the Plan)

                  PAUL B. ROSENBERG, TREASURER
                     Tech/Ops Sevcon, Inc
                       One Beacon Street
                   Boston, Massachusetts 02108
                        (617) 523-2030
    (Name, address and telephone number of agent for service)

                         with copies to:

                   DAVID R. POKROSS, JR., ESQ.
                         Palmer & Dodge
                       One Beacon Street
                   Boston, Massachusetts 02108
                        (617) 573-0100

                  CALCULATION OF REGISTRATION FEE

Title of each   Amount to     Proposed    Proposed     Amount of
   class of        be          maximum     maximum     registrat-
securities to   registered    offering    aggregate     ion fee
be registered                 price per    offering
                               share(1)    price (1)
- -------------   ----------    ---------    ---------    ---------
Common Stock,    100,000(2)    $14.00     $1,400,000    $483.00
$0.10 par value                  

(1)  Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on March 29, 1996 as reported by the American Stock Exchange.

(2)  This Registration Statement registers 100,000 shares of Common Stock
under the 1996 Equity Incentive Plan.  An total of 200,000 shares of Common
Stock has previously been registered under such plan (SEC File No. 33-42960).

                               1

<PAGE>
                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Statement Regarding Incorporation By Reference From Effective 
Registration Statement

     This Registration Statement covers additional securities of 
the same class as the securities of the Registrant registered on 
Form S-8 (Registration No. 33-42960) filed with the Securities 
and Exchange Commission on September 25, 1991, the contents of 
which are hereby incorporated by reference, relating to the 
Registrant's 1987 Key Employee Stock Bonus and Option Plan. The 
1987 Key Employee Stock Bonus and Option Plan has been amended 
and restated as the 1996 Equity Incentive Plan effective as of 
January 31, 1996.


Item 8.  Exhibits.

     See Exhibit Index on page 5.


                                 2
<PAGE>

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 
the Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing on Form 
S-8 and has duly caused this Registration Statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in 
the City of Boston, Commonwealth of Massachusetts, on this 1st 
day of April, 1996.


                              TECH/OPS SEVCON, INC.


                              By: /s/ Paul B. Rosenberg
                                  ---------------------------
                                 Paul B. Rosenberg, Treasurer


                               3
<PAGE>
                         POWER OF ATTORNEY

     We, the undersigned officers and directors of Tech/Ops 
Sevcon, Inc., hereby severally constitute and appoint Paul B. 
Rosenberg and David R. Pokross, Jr., and each of them singly, our 
true and lawful attorneys-in-fact, with full power to them in any 
and all capacities, to sign any and all amendments to this 
Registration Statement on Form S-8 (including any post-effective 
amendments thereto), and to file the same, with exhibits thereto 
and other documents in connection therewith, with the Securities 
and Exchange Commission, hereby ratifying and confirming all that 
each of said attorneys-in-fact may do or cause to be done by 
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed below by the 
following persons in the capacities and on the dates indicated:

     Signature                 Title                      Date
     ---------                 -----                      ----

/s/ Bernard F. Start   President, Chief Executive        3/25/96
                         Officer and Director 
                      (Principal Executive Officer)

/s/ Paul A. McPartlin   Vice President and Chief         3/25/96
                           Financial Officer 
                       (Principal Financial and 
                          Accounting Officer)

/s/ Milton C. Lauenstein     Director                    3/25/96


/s/ Harold C. Mayer, Jr.     Director                    3/25/96


/s/ Paul B. Rosenberg        Director                    3/25/96


/s/ Herbert Roth, Jr.        Director                    3/25/96


/s/ Marvin G. Schorr         Director                    3/25/96


/s/ C. Vincent Vappi         Director                    3/25/96

                                4
<PAGE>
                           EXHIBIT INDEX

Exhibit                                                     Page
Number                 Description                         Number
- -------                -----------                         ------

5.1                 Opinion of Palmer & Dodge as to the
                    legality of the securities registered
                    hereunder.  Filed herewith.               6

23.1                Consent of Arthur Andersen LLP,
                    independent accountants.  Filed
                    herewith.                                 7

23.2                Consent of Palmer & Dodge (contained
                    in Opinion of Palmer & Dodge filed
                    as Exhibit 5.1).

24.1                Power of Attorney (contained in the
                    signature page hereto).

99.1                Tech/Ops Sevcon, Inc. 1996 Equity
                    Incentive Plan.  Filed herewith.          8



                                  5
<PAGE>
                                                      Exhibit 5.1

                          PALMER & DODGE
                        One Beacon Street
                  Boston, Massachusetts 02108

Telephone:  (617) 573-0100             Facsimile:  (617) 227-4420


                           April 1, 1996

Tech/Ops Sevcon, Inc.
One Beacon Street
Boston, MA 02108

Ladies & Gentlemen:

     We are rendering this opinion in connection with the 
Registration Statement on Form S-8 (the "Registration Statement") 
filed by Tech/Ops Sevcon, Inc. (the "Company") with the 
Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933 (the "Act"), on or about the date hereof. 
 The Registration Statement relates to 100,000 shares (the 
"Shares") of the Company's Common Stock, $0.10 par value, offered 
pursuant to the provisions of the Company's 1996 Equity Incentive 
Plan (the "Plan").

     We have acted as your counsel in connection with the 
preparation of the Registration Statement and are familiar with 
the proceedings taken by the Company in connection with the 
authorization of the issuance and sale of the Shares.  We have 
examined all such documents as we consider necessary to enable us 
to render this opinion.

     Based upon the foregoing, we are of the opinion that when 
issued in accordance with the terms of the Plan and the options 
or other rights granted thereunder, the Shares will be duly 
authorized, validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as part of 
the Registration Statement.


                              Very truly yours,


                             /s/ Palmer & Dodge


                                   6
<PAGE>
                                                     Exhibit 23.1

                CONSENT OF INDEPENDENT ACCOUNTANTS


     We consent to the incorporation by reference in this 
registration statement on Form S-8 of Tech/Ops Sevcon, Inc. for 
its 1996 Equity Incentive Plan of our report dated November 7, 
1995 on our audit of the consolidated financial statements and 
financial statement schedules of Tech/Ops Sevcon, Inc. as of 
September 30, 1994 and 1995 and for each of the three years in 
the period ended September 30, 1995, which report is included in 
Tech/Ops Sevcon, Inc.'s 1995 Annual Report on Form 10-K.


                                /s/ Arthur Andersen LLP


Boston, Massachusetts
April 1, 1996




                                    7
<PAGE>
                                                  	Exhibit 99.1

          TECH/OPS SEVCON, INC. 1996 EQUITY INCENTIVE PLAN

1.   Purpose

     The purpose of the Tech/Ops Sevcon, Inc. 1996 Equity 
Incentive Plan (the "Plan") is to attract and retain key 
employees and consultants of the Company and its Affiliates, to 
provide an incentive for them to achieve long-range performance 
goals, and to enable them to participate in the long-term growth 
of the Company.

     The Plan is an amendment and restatement of the Company's 
1987 Key Employee Stock Bonus and Option Plan (the "1987 Plan") 
and supersedes the 1987 Plan, the separate existence of which 
shall terminate on the effective date of the Plan.  Nothing 
herein shall adversely affect the rights and privileges of 
holders of outstanding options under the 1987 Plan.

2.   Definitions

     "Affiliate" means any business entity in which the Company 
owns directly or indirectly 50% or more of the total voting power 
or has a significant financial interest as determined by the 
Committee.

     "Award" means any Option, Stock Appreciation Right or 
Restricted Stock granted under the Plan.

     Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended 
from time to time, or any successor law.

     "Committee" means one or more committees each comprised of 
not less than three members of the Board appointed by the Board 
to administer the Plan or a specified portion thereof.  If a 
Committee is authorized to grant Awards to a Reporting Person or 
a "covered employee" within the meaning of Section 162(m) of the 
Code, each member shall be a "disinterested person" or the 
equivalent within the meaning of applicable Rule 16b-3 under the 
Exchange Act or an "outside director" or the equivalent within 
the meaning of Section 162(m) of the Code, respectively.

     "Common Stock" or "Stock" means the Common Stock, $.10 par 
value, of the Company.

     "Company" means Tech/Ops Sevcon, Inc.

                                8    
<PAGE>
     "Designated Beneficiary" means the beneficiary designated by 
a Participant, in a manner determined by the Committee, to 
receive amounts due or exercise rights of the Participant in the 
event of the Participant's death.  In the absence of an effective 
designation by a Participant, "Designated Beneficiary" means the 
Participant's estate.

     "Exchange Act" means the Securities Exchange Act of 1934, as 
amended from time to time, or any successor law.

     "Fair Market Value" means, with respect to Common Stock or 
any other property, the fair market value of such property as 
determined by the Committee in good faith or in the manner 
established by the Committee from time to time.

     "Incentive Stock Option"  -  See Section 6(a).

     "Nonstatutory Stock Option"  -  See Section 6(a).

     "Option"  -  See Section 6(a).

     "Participant" means a person selected by the Committee to 
receive an Award under the Plan.

     "Reporting Person" means a person subject to Section 16 of 
the Exchange Act.

     "Restricted Period"  -  See Section 8(a).

     "Restricted Stock"  - See Section 8(a).

     "Stock Appreciation Right" or "SAR"  -  See Section 7(a).

3.   Administration

     The Plan shall be administered by the Committee.  The 
Committee shall have authority to adopt, alter and repeal such 
administrative rules, guidelines and practices governing the 
operation of the Plan as it shall from time to time consider 
advisable, and to interpret the provisions of the Plan.  The 
Committee's decisions shall be final and binding.  To the extent 
permitted by applicable law, the Committee may delegate to one or 
more executive officers of the Company the power to make Awards 
to Participants who are not subject to Section 16 of the Exchange 
Act and all determinations under the Plan with respect thereto, 
provided that the Committee shall fix the maximum amount of such 
Awards for all such Participants and a maximum for any one 
Participant.
                              9
<PAGE>
4.   Eligibility

     All employees and, in the case of Awards other than 
Incentive Stock Options under Section 6, consultants of the 
Company or any Affiliate, capable of contributing significantly 
to the successful performance of the Company, other than a person 
who has irrevocably elected not to be eligible, are eligible to 
be Participants in the Plan.  Incentive Stock Options may be 
granted only to persons eligible to receive such Options under 
the Code.

5.   Stock Available for Awards
 
(a)  Amount.  Subject to adjustment under subsection (b), 
Awards may be made under the Plan for up to 100,000 shares of 
Common Stock, together with all shares of Common Stock available 
for issue under the 1987 Plan on the effective date of the Plan. 
 If any Award (including any grant under the 1987 Plan) expires 
or is terminated unexercised or is forfeited or settled in a 
manner that results in fewer shares outstanding than were 
awarded, the shares subject to such Award, to the extent of such 
expiration, termination, forfeiture or decrease, shall again be 
available for award under the Plan.  Common Stock issued through 
the assumption or substitution of outstanding grants from an 
acquired company shall not reduce the shares available for Awards 
under the Plan.  Shares issued under the Plan may consist in 
whole or in part of authorized but unissued shares or treasury 
shares.
 
(b)  Adjustment.  In the event that the Committee determines 
that any stock dividend, extraordinary cash dividend, 
recapitalization, reorganization, merger, consolidation, split-
up, spin-off, combination, exchange of shares, or other 
transaction affects the Common Stock such that an adjustment is 
required in order to preserve the benefits intended to be 
provided by the Plan, then the Committee (subject in the case of 
Incentive Stock Options to any limitation required under the 
Code) shall equitably adjust any or all of (i) the number and 
kind of shares in respect of which Awards may be made under the 
Plan, (ii) the number and kind of shares subject to outstanding 
Awards, and (iii) the exercise price with respect to any of the 
foregoing, and if considered appropriate, the Committee may make 
provision for a cash payment with respect to an outstanding 
Award, provided that the number of shares subject to any Award 
shall always be a whole number.
 
(c)  Limit on Individual Grants.  The maximum number of 
shares of Common Stock subject to Options and Stock Appreciation 
Rights that may be granted to any Participant in the aggregate in 

                               10
<PAGE>
any calendar year shall not exceed 60,000 shares, subject to 
adjustment under subsection (b).
 
6.   Stock Options
 
(a)  Grant of Options.  Subject to the provisions of the 
Plan, the Committee may grant options ("Options") to purchase 
shares of Common Stock (i) complying with the requirements of 
Section 422 of the Code or any successor provision and any 
regulations thereunder ("Incentive Stock Options") and (ii) not 
intended to comply with such requirements ("Nonstatutory Stock 
Options").  The Committee shall determine the number of shares 
subject to each Option and the exercise price therefor, which 
shall not be less than 100% of the Fair Market Value of the 
Common Stock on the date of grant.  No Incentive Stock Option may 
be granted hereunder more than ten years after the effective date 
of the Plan.

(b)  Terms and Conditions.  Each Option shall be exercisable 
at such times and subject to such terms and conditions as the 
Committee may specify in the applicable grant or thereafter.  The 
Committee may impose such conditions with respect to the exercise 
of Options, including conditions relating to applicable federal 
or state securities laws, as it considers necessary or advisable.
 
(c)  Payment.  No shares shall be delivered pursuant to any 
exercise of an Option until payment in full of the exercise price 
therefor is received by the Company.  Such payment may be made in 
whole or in part in cash or, to the extent permitted by the 
Committee at or after the grant of the Option, by delivery of a 
note or shares of Common Stock owned by the optionee, including 
Restricted Stock, or by retaining shares otherwise issuable 
pursuant to the Option, in each case valued at their Fair Market 
Value on the date of delivery or retention, or such other lawful 
consideration as the Committee may determine.
 
7.   Stock Appreciation Rights
 
(a)  Grant of SARs.  Subject to the provisions of the Plan, 
the Committee may grant rights to receive any excess in value of 
shares of Common Stock over the exercise price ("Stock 
Appreciation Rights" or "SARs") in tandem with an Option (at or 
after the award of the Option), or alone and unrelated to an 
Option.  SARs in tandem with an Option shall terminate to the 
extent that the related Option is exercised, and the related 
Option shall terminate to the extent that the tandem SARs are 
exercised.  The Committee shall determine at the time of grant or 
thereafter whether SARs are settled in cash, Common Stock or 
other securities of the Company, Awards or other property.
 
                          11
<PAGE>
(b)  Exercise Price.  The Committee shall fix the exercise 
price of each SAR or specify the manner in which the price shall 
be determined.  An SAR granted in tandem with an Option shall 
have an exercise price not less than the exercise price of the 
related Option.  An SAR granted alone and unrelated to an Option 
may not have an exercise price less than 100% of the Fair Market 
Value of the Common Stock on the date of the grant.

(c)  Limited SARs.  An SAR related to an Option, which SAR 
can only be exercised upon or during limited periods following a 
change in control of the Company, may entitle the Participant to 
receive an amount based upon the highest price paid or offered 
for Common Stock in any transaction relating to the change in 
control or paid during a specified period immediately preceding 
the occurrence of the change in control in any transaction 
reported in the stock market in which the Common Stock is 
normally traded.
 
8.   Restricted Stock
 
(a)  Grant of Restricted Stock.  Subject to the provisions of 
the Plan, the Committee may grant shares of Common Stock subject 
to forfeiture ("Restricted Stock") and determine the duration of 
the period (the "Restricted Period") during which, and the 
conditions under which, the shares may be forfeited to the 
Company and the other terms and conditions of such Awards.  
Shares of Restricted Stock may be issued for no cash 
consideration or such minimum consideration as may be required by 
applicable law.
 
(b)  Restrictions.  Shares of Restricted Stock may not be 
sold, assigned, transferred, pledged or otherwise encumbered, 
except as permitted by the Committee, during the Restricted 
Period.  Shares of Restricted Stock shall be evidenced in such 
manner as the Committee may determine.  Any certificates issued 
in respect of shares of Restricted Stock shall be registered in 
the name of the Participant and unless otherwise determined by 
the Committee, deposited by the Participant, together with a 
stock power endorsed in blank, with the Company.  At the 
expiration of the Restricted Period, the Company shall deliver 
such certificates to the Participant or if the Participant has 
died, to the Participant's Designated Beneficiary.
 
9.   General Provisions Applicable to Awards
 
(a)  Reporting Person Limitations.  Notwithstanding any other 
provision of the Plan, to the extent required to qualify for the 
exemption provided by Rule 16b-3 under the Exchange Act, Awards 
made to a Reporting Person shall not be transferable by such 
person other than by will or the laws of descent and distribution 

                              12
<PAGE>
and are exercisable during such person's lifetime only by such 
person or by such person's guardian or legal representative.  If 
then permitted by Rule 16b-3, such Awards shall also be 
transferable pursuant to a qualified domestic relations order as 
defined in the Code or Title I of the Employee Retirement Income 
Security Act or the rules thereunder.
 
(b)  Documentation.  Each Award under the Plan shall be 
evidenced by a writing delivered to the Participant specifying 
the terms and conditions thereof and containing such other terms 
and conditions not inconsistent with the provisions of the Plan 
as the Committee considers necessary or advisable to achieve the 
purposes of the Plan or to comply with applicable tax and 
regulatory laws and accounting principles.
 
(c)  Committee Discretion.  Each type of Award may be made 
alone, in addition to or in relation to any other Award.  The 
terms of each type of Award need not be identical, and the 
Committee need not treat Participants uniformly.  Except as 
otherwise provided by the Plan or a particular Award, any 
determination with respect to an Award may be made by the 
Committee at the time of grant or at any time thereafter.
 
(d)  Dividends and Cash Awards.  In the discretion of the 
Committee, any Award under the Plan may provide the Participant 
with (i) dividends or dividend equivalents payable currently or 
deferred with or without interest, and (ii) cash payments in lieu 
of or in addition to an Award.
 
(e)  Termination of Employment.  The Committee shall 
determine the effect on an Award of the disability, death, 
retirement or other termination of employment of a Participant 
and the extent to which, and the period during which, the 
Participant's legal representative, guardian or Designated 
Beneficiary may receive payment of an Award or exercise rights 
thereunder.
 
(f)  Change in Control.  In order to preserve a Participant's 
rights under an Award in the event of a change in control of the 
Company, the Committee in its discretion may, at the time an 
Award is made or at any time thereafter, take one or more of the 
following actions: (i) provide for the acceleration of any time 
period relating to the exercise or payment of the Award, (ii) 
provide for payment to the Participant of cash or other property 
with a Fair Market Value equal to the amount that would have been 
received upon the exercise or payment of the Award had the Award 
been exercised or paid upon the change in control, (iii) adjust 
the terms of the Award in a manner determined by the Committee to 
reflect the change in control, (iv) cause the Award to be 
assumed, or new rights substituted therefor, by another entity, 

                            13
<PAGE>
or (v) make such other provision as the Committee may consider 
equitable to Participants and in the best interests of the 
Company.
 
(g)  Loans.  The Committee may authorize the making of loans 
or cash payments to Participants in connection with the grant or 
exercise any Award under the Plan, which loans may be secured by 
any security, including Common Stock, underlying or related to 
such Award (provided that the loan shall not exceed the Fair 
Market Value of the security subject to such Award), and which 
may be forgiven upon such terms and conditions as the Committee 
may establish at the time of such loan or at any time thereafter.
 
(h)  Withholding Taxes.  The Participant shall pay to the 
Company, or make provision satisfactory to the Committee for 
payment of, any taxes required by law to be withheld in respect 
of Awards under the Plan no later than the date of the event 
creating the tax liability.  In the Committee's discretion, such 
tax obligations may be paid in whole or in part in shares of 
Common Stock, including shares retained from the Award creating 
the tax obligation, valued at their Fair Market Value on the date 
of delivery.  The Company and its Affiliates may, to the extent 
permitted by law, deduct any such tax obligations from any 
payment of any kind otherwise due to the Participant.
 
(i)  Foreign Nationals.  Awards may be made to Participants 
who are foreign nationals or employed outside the United States 
on such terms and conditions different from those specified in 
the Plan as the Committee considers necessary or advisable to 
achieve the purposes of the Plan or to comply with applicable 
laws.
 
(j)  Amendment of Award.  The Committee may amend, modify or 
terminate any outstanding Award, including substituting therefor 
another Award of the same or a different type, changing the date 
of exercise or realization and converting an Incentive Stock 
Option to a Nonstatutory Stock Option, provided that the 
Participant's consent to such action shall be required unless the 
Committee determines that the action, taking into account any 
related action, would not materially and adversely affect the 
Participant.

                           14
<PAGE>
10.   Miscellaneous
 
(a)  No Right To Employment.  No person shall have any claim 
or right to be granted an Award.  Neither the Plan nor any Award 
hereunder shall be deemed to give any employee the right to 
continued employment or to limit the right of the Company to 
discharge any employee at any time.
 
(b)  No Rights As Stockholder.  Subject to the provisions of 
the applicable Award, no Participant or Designated Beneficiary 
shall have any rights as a stockholder with respect to any shares 
of Common Stock to be distributed under the Plan until he or she 
becomes the holder thereof.  A Participant to whom Common Stock 
is awarded shall be considered the holder of the Stock at the 
time of the Award except as otherwise provided in the applicable 
Award.
 
(c)  Effective Date.  Subject to the approval of the 
stockholders of the Company, the Plan shall be effective on 
January 31, 1996.
 
(d)  Amendment of Plan.  The Board may amend, suspend or 
terminate the Plan or any portion thereof at any time, subject to 
such stockholder approval as the Board determines to be necessary 
or advisable to comply with any tax or regulatory requirement.
 
(e)  Governing Law.  The provisions of the Plan shall be 
governed by and interpreted in accordance with the laws of 
Delaware.


                             15
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REGISTRATION NO. 333-         

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549

                            FORM S-8

                   REGISTRATION STATEMENT UNDER 
                    THE SECURITIES ACT OF 1933

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

         Delaware                                 04-2985631
	(State or other jurisdiction                  (I.R.S. Employer
      of incorporation)                      Identification No.)

          One Beacon Street, Boston, Massachusetts 02108
             (Address of Principal Executive Offices)

                   1996 EQUITY INCENTIVE PLAN
                    (Full Title of the Plan)

                  PAUL B. ROSENBERG, TREASURER
                     Tech/Ops Sevcon, Inc
                       One Beacon Street
                   Boston, Massachusetts 02108
                        (617) 523-2030
    (Name, address and telephone number of agent for service)

                         with copies to:

                   DAVID R. POKROSS, JR., ESQ.
                         Palmer & Dodge
                       One Beacon Street
                   Boston, Massachusetts 02108
                        (617) 573-0100

                  CALCULATION OF REGISTRATION FEE

Title of each   Amount to     Proposed    Proposed     Amount of
   class of        be          maximum     maximum     registrat-
securities to   registered    offering    aggregate     ion fee
be registered                 price per    offering
                               share(1)    price (1)
- -------------   ----------    ---------    ---------    ---------
Common Stock,    100,000(2)    $14.00     $1,400,000    $483.00
$0.10 par value                  

(1)  Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on March 29, 1996 as reported by the American Stock Exchange.

(2)  This Registration Statement registers 100,000 shares of Common Stock
under the 1996 Equity Incentive Plan.  An total of 200,000 shares of Common
Stock has previously been registered under such plan (SEC File No. 33-42960).

                               1
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Statement Regarding Incorporation By Reference From Effective 
Registration Statement

     This Registration Statement covers additional securities of 
the same class as the securities of the Registrant registered on 
Form S-8 (Registration No. 33-42960) filed with the Securities 
and Exchange Commission on September 25, 1991, the contents of 
which are hereby incorporated by reference, relating to the 
Registrant's 1987 Key Employee Stock Bonus and Option Plan. The 
1987 Key Employee Stock Bonus and Option Plan has been amended 
and restated as the 1996 Equity Incentive Plan effective as of 
January 31, 1996.

Item 8.  Exhibits.

     See Exhibit Index on page 5.

                                 2
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 
the Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing on Form 
S-8 and has duly caused this Registration Statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in 
the City of Boston, Commonwealth of Massachusetts, on this 1st 
day of April, 1996.

                              TECH/OPS SEVCON, INC.

                              By: /s/ Paul B. Rosenberg
                                  ---------------------------
                                 Paul B. Rosenberg, Treasurer

                               3
POWER OF ATTORNEY

     We, the undersigned officers and directors of Tech/Ops 
Sevcon, Inc., hereby severally constitute and appoint Paul B. 
Rosenberg and David R. Pokross, Jr., and each of them singly, our 
true and lawful attorneys-in-fact, with full power to them in any 
and all capacities, to sign any and all amendments to this 
Registration Statement on Form S-8 (including any post-effective 
amendments thereto), and to file the same, with exhibits thereto 
and other documents in connection therewith, with the Securities 
and Exchange Commission, hereby ratifying and confirming all that 
each of said attorneys-in-fact may do or cause to be done by 
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed below by the 
following persons in the capacities and on the dates indicated:

     Signature                 Title                      Date
     ---------                 -----                      ----

/s/ Bernard F. Start   President, Chief Executive        3/25/96
                         Officer and Director 
                      (Principal Executive Officer)

/s/ Paul A. McPartlin   Vice President and Chief         3/25/96
                           Financial Officer 
                       (Principal Financial and 
                          Accounting Officer)

/s/ Milton C. Lauenstein     Director                    3/25/96

/s/ Harold C. Mayer, Jr.     Director                    3/25/96

/s/ Paul B. Rosenberg        Director                    3/25/96

/s/ Herbert Roth, Jr.        Director                    3/25/96

/s/ Marvin G. Schorr         Director                    3/25/96

/s/ C. Vincent Vappi         Director                    3/25/96

                                4
EXHIBIT INDEX

Exhibit                                                     Page
Number                 Description                         Number
- -------                -----------                         ------

5.1                 Opinion of Palmer & Dodge as to the
                    legality of the securities registered
                    hereunder.  Filed herewith.               6

23.1                Consent of Arthur Andersen LLP,
                    independent accountants.  Filed
                    herewith.                                 7

23.2                Consent of Palmer & Dodge (contained
                    in Opinion of Palmer & Dodge filed
                    as Exhibit 5.1).

24.1                Power of Attorney (contained in the
                    signature page hereto).

99.1                Tech/Ops Sevcon, Inc. 1996 Equity
                    Incentive Plan.  Filed herewith.          8

                                  5
Exhibit 5.1

                          PALMER & DODGE
                        One Beacon Street
                  Boston, Massachusetts 02108

Telephone:  (617) 573-0100             Facsimile:  (617) 227-4420

                           April 1, 1996

Tech/Ops Sevcon, Inc.
One Beacon Street
Boston, MA 02108

Ladies & Gentlemen:

     We are rendering this opinion in connection with the 
Registration Statement on Form S-8 (the "Registration Statement") 
filed by Tech/Ops Sevcon, Inc. (the "Company") with the 
Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933 (the "Act"), on or about the date hereof. 
 The Registration Statement relates to 100,000 shares (the 
"Shares") of the Company's Common Stock, $0.10 par value, offered 
pursuant to the provisions of the Company's 1996 Equity Incentive 
Plan (the "Plan").

     We have acted as your counsel in connection with the 
preparation of the Registration Statement and are familiar with 
the proceedings taken by the Company in connection with the 
authorization of the issuance and sale of the Shares.  We have 
examined all such documents as we consider necessary to enable us 
to render this opinion.

     Based upon the foregoing, we are of the opinion that when 
issued in accordance with the terms of the Plan and the options 
or other rights granted thereunder, the Shares will be duly 
authorized, validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as part of 
the Registration Statement.

                              Very truly yours,

                             /s/ Palmer & Dodge

                                   6
Exhibit 23.1

                CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this 
registration statement on Form S-8 of Tech/Ops Sevcon, Inc. for 
its 1996 Equity Incentive Plan of our report dated November 7, 
1995 on our audit of the consolidated financial statements and 
financial statement schedules of Tech/Ops Sevcon, Inc. as of 
September 30, 1994 and 1995 and for each of the three years in 
the period ended September 30, 1995, which report is included in 
Tech/Ops Sevcon, Inc.'s 1995 Annual Report on Form 10-K.

                                /s/ Arthur Andersen LLP

Boston, Massachusetts
April 1, 1996

                                    7
Exhibit 99.1

          TECH/OPS SEVCON, INC. 1996 EQUITY INCENTIVE PLAN

1.   Purpose

     The purpose of the Tech/Ops Sevcon, Inc. 1996 Equity 
Incentive Plan (the "Plan") is to attract and retain key 
employees and consultants of the Company and its Affiliates, to 
provide an incentive for them to achieve long-range performance 
goals, and to enable them to participate in the long-term growth 
of the Company.

     The Plan is an amendment and restatement of the Company's 
1987 Key Employee Stock Bonus and Option Plan (the "1987 Plan") 
and supersedes the 1987 Plan, the separate existence of which 
shall terminate on the effective date of the Plan.  Nothing 
herein shall adversely affect the rights and privileges of 
holders of outstanding options under the 1987 Plan.

2.   Definitions

     "Affiliate" means any business entity in which the Company 
owns directly or indirectly 50% or more of the total voting power 
or has a significant financial interest as determined by the 
Committee.

     "Award" means any Option, Stock Appreciation Right or 
Restricted Stock granted under the Plan.

     Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended 
from time to time, or any successor law.

     "Committee" means one or more committees each comprised of 
not less than three members of the Board appointed by the Board 
to administer the Plan or a specified portion thereof.  If a 
Committee is authorized to grant Awards to a Reporting Person or 
a "covered employee" within the meaning of Section 162(m) of the 
Code, each member shall be a "disinterested person" or the 
equivalent within the meaning of applicable Rule 16b-3 under the 
Exchange Act or an "outside director" or the equivalent within 
the meaning of Section 162(m) of the Code, respectively.

     "Common Stock" or "Stock" means the Common Stock, $.10 par 
value, of the Company.

     "Company" means Tech/Ops Sevcon, Inc.

                                8
"Designated Beneficiary" means the beneficiary designated by 
a Participant, in a manner determined by the Committee, to 
receive amounts due or exercise rights of the Participant in the 
event of the Participant's death.  In the absence of an effective 
designation by a Participant, "Designated Beneficiary" means the 
Participant's estate.

     "Exchange Act" means the Securities Exchange Act of 1934, as 
amended from time to time, or any successor law.

     "Fair Market Value" means, with respect to Common Stock or 
any other property, the fair market value of such property as 
determined by the Committee in good faith or in the manner 
established by the Committee from time to time.

     "Incentive Stock Option"  -  See Section 6(a).

     "Nonstatutory Stock Option"  -  See Section 6(a).

     "Option"  -  See Section 6(a).

     "Participant" means a person selected by the Committee to 
receive an Award under the Plan.

     "Reporting Person" means a person subject to Section 16 of 
the Exchange Act.

     "Restricted Period"  -  See Section 8(a).

     "Restricted Stock"  - See Section 8(a).

     "Stock Appreciation Right" or "SAR"  -  See Section 7(a).

3.   Administration

     The Plan shall be administered by the Committee.  The 
Committee shall have authority to adopt, alter and repeal such 
administrative rules, guidelines and practices governing the 
operation of the Plan as it shall from time to time consider 
advisable, and to interpret the provisions of the Plan.  The 
Committee's decisions shall be final and binding.  To the extent 
permitted by applicable law, the Committee may delegate to one or 
more executive officers of the Company the power to make Awards 
to Participants who are not subject to Section 16 of the Exchange 
Act and all determinations under the Plan with respect thereto, 
provided that the Committee shall fix the maximum amount of such 
Awards for all such Participants and a maximum for any one 
Participant.
                              9
4.   Eligibility

     All employees and, in the case of Awards other than 
Incentive Stock Options under Section 6, consultants of the 
Company or any Affiliate, capable of contributing significantly 
to the successful performance of the Company, other than a person 
who has irrevocably elected not to be eligible, are eligible to 
be Participants in the Plan.  Incentive Stock Options may be 
granted only to persons eligible to receive such Options under 
the Code.

5.   Stock Available for Awards
 
(a)  Amount.  Subject to adjustment under subsection (b), 
Awards may be made under the Plan for up to 100,000 shares of 
Common Stock, together with all shares of Common Stock available 
for issue under the 1987 Plan on the effective date of the Plan. 
 If any Award (including any grant under the 1987 Plan) expires 
or is terminated unexercised or is forfeited or settled in a 
manner that results in fewer shares outstanding than were 
awarded, the shares subject to such Award, to the extent of such 
expiration, termination, forfeiture or decrease, shall again be 
available for award under the Plan.  Common Stock issued through 
the assumption or substitution of outstanding grants from an 
acquired company shall not reduce the shares available for Awards 
under the Plan.  Shares issued under the Plan may consist in 
whole or in part of authorized but unissued shares or treasury 
shares.
 
(b)  Adjustment.  In the event that the Committee determines 
that any stock dividend, extraordinary cash dividend, 
recapitalization, reorganization, merger, consolidation, split-
up, spin-off, combination, exchange of shares, or other 
transaction affects the Common Stock such that an adjustment is 
required in order to preserve the benefits intended to be 
provided by the Plan, then the Committee (subject in the case of 
Incentive Stock Options to any limitation required under the 
Code) shall equitably adjust any or all of (i) the number and 
kind of shares in respect of which Awards may be made under the 
Plan, (ii) the number and kind of shares subject to outstanding 
Awards, and (iii) the exercise price with respect to any of the 
foregoing, and if considered appropriate, the Committee may make 
provision for a cash payment with respect to an outstanding 
Award, provided that the number of shares subject to any Award 
shall always be a whole number.
 
(c)  Limit on Individual Grants.  The maximum number of 
shares of Common Stock subject to Options and Stock Appreciation 
Rights that may be granted to any Participant in the aggregate in 

                               10
any calendar year shall not exceed 60,000 shares, subject to 
adjustment under subsection (b).
 
6.   Stock Options
 
(a)  Grant of Options.  Subject to the provisions of the 
Plan, the Committee may grant options ("Options") to purchase 
shares of Common Stock (i) complying with the requirements of 
Section 422 of the Code or any successor provision and any 
regulations thereunder ("Incentive Stock Options") and (ii) not 
intended to comply with such requirements ("Nonstatutory Stock 
Options").  The Committee shall determine the number of shares 
subject to each Option and the exercise price therefor, which 
shall not be less than 100% of the Fair Market Value of the 
Common Stock on the date of grant.  No Incentive Stock Option may 
be granted hereunder more than ten years after the effective date 
of the Plan.

(b)  Terms and Conditions.  Each Option shall be exercisable 
at such times and subject to such terms and conditions as the 
Committee may specify in the applicable grant or thereafter.  The 
Committee may impose such conditions with respect to the exercise 
of Options, including conditions relating to applicable federal 
or state securities laws, as it considers necessary or advisable.
 
(c)  Payment.  No shares shall be delivered pursuant to any 
exercise of an Option until payment in full of the exercise price 
therefor is received by the Company.  Such payment may be made in 
whole or in part in cash or, to the extent permitted by the 
Committee at or after the grant of the Option, by delivery of a 
note or shares of Common Stock owned by the optionee, including 
Restricted Stock, or by retaining shares otherwise issuable 
pursuant to the Option, in each case valued at their Fair Market 
Value on the date of delivery or retention, or such other lawful 
consideration as the Committee may determine.
 
7.   Stock Appreciation Rights
 
(a)  Grant of SARs.  Subject to the provisions of the Plan, 
the Committee may grant rights to receive any excess in value of 
shares of Common Stock over the exercise price ("Stock 
Appreciation Rights" or "SARs") in tandem with an Option (at or 
after the award of the Option), or alone and unrelated to an 
Option.  SARs in tandem with an Option shall terminate to the 
extent that the related Option is exercised, and the related 
Option shall terminate to the extent that the tandem SARs are 
exercised.  The Committee shall determine at the time of grant or 
thereafter whether SARs are settled in cash, Common Stock or 
other securities of the Company, Awards or other property.
 
                          11
(b)  Exercise Price.  The Committee shall fix the exercise 
price of each SAR or specify the manner in which the price shall 
be determined.  An SAR granted in tandem with an Option shall 
have an exercise price not less than the exercise price of the 
related Option.  An SAR granted alone and unrelated to an Option 
may not have an exercise price less than 100% of the Fair Market 
Value of the Common Stock on the date of the grant.

(c)  Limited SARs.  An SAR related to an Option, which SAR 
can only be exercised upon or during limited periods following a 
change in control of the Company, may entitle the Participant to 
receive an amount based upon the highest price paid or offered 
for Common Stock in any transaction relating to the change in 
control or paid during a specified period immediately preceding 
the occurrence of the change in control in any transaction 
reported in the stock market in which the Common Stock is 
normally traded.
 
8.   Restricted Stock
 
(a)  Grant of Restricted Stock.  Subject to the provisions of 
the Plan, the Committee may grant shares of Common Stock subject 
to forfeiture ("Restricted Stock") and determine the duration of 
the period (the "Restricted Period") during which, and the 
conditions under which, the shares may be forfeited to the 
Company and the other terms and conditions of such Awards.  
Shares of Restricted Stock may be issued for no cash 
consideration or such minimum consideration as may be required by 
applicable law.
 
(b)  Restrictions.  Shares of Restricted Stock may not be 
sold, assigned, transferred, pledged or otherwise encumbered, 
except as permitted by the Committee, during the Restricted 
Period.  Shares of Restricted Stock shall be evidenced in such 
manner as the Committee may determine.  Any certificates issued 
in respect of shares of Restricted Stock shall be registered in 
the name of the Participant and unless otherwise determined by 
the Committee, deposited by the Participant, together with a 
stock power endorsed in blank, with the Company.  At the 
expiration of the Restricted Period, the Company shall deliver 
such certificates to the Participant or if the Participant has 
died, to the Participant's Designated Beneficiary.
 
9.   General Provisions Applicable to Awards
 
(a)  Reporting Person Limitations.  Notwithstanding any other 
provision of the Plan, to the extent required to qualify for the 
exemption provided by Rule 16b-3 under the Exchange Act, Awards 
made to a Reporting Person shall not be transferable by such 
person other than by will or the laws of descent and distribution 

                              12
and are exercisable during such person's lifetime only by such 
person or by such person's guardian or legal representative.  If 
then permitted by Rule 16b-3, such Awards shall also be 
transferable pursuant to a qualified domestic relations order as 
defined in the Code or Title I of the Employee Retirement Income 
Security Act or the rules thereunder.
 
(b)  Documentation.  Each Award under the Plan shall be 
evidenced by a writing delivered to the Participant specifying 
the terms and conditions thereof and containing such other terms 
and conditions not inconsistent with the provisions of the Plan 
as the Committee considers necessary or advisable to achieve the 
purposes of the Plan or to comply with applicable tax and 
regulatory laws and accounting principles.
 
(c)  Committee Discretion.  Each type of Award may be made 
alone, in addition to or in relation to any other Award.  The 
terms of each type of Award need not be identical, and the 
Committee need not treat Participants uniformly.  Except as 
otherwise provided by the Plan or a particular Award, any 
determination with respect to an Award may be made by the 
Committee at the time of grant or at any time thereafter.
 
(d)  Dividends and Cash Awards.  In the discretion of the 
Committee, any Award under the Plan may provide the Participant 
with (i) dividends or dividend equivalents payable currently or 
deferred with or without interest, and (ii) cash payments in lieu 
of or in addition to an Award.
 
(e)  Termination of Employment.  The Committee shall 
determine the effect on an Award of the disability, death, 
retirement or other termination of employment of a Participant 
and the extent to which, and the period during which, the 
Participant's legal representative, guardian or Designated 
Beneficiary may receive payment of an Award or exercise rights 
thereunder.
 
(f)  Change in Control.  In order to preserve a Participant's 
rights under an Award in the event of a change in control of the 
Company, the Committee in its discretion may, at the time an 
Award is made or at any time thereafter, take one or more of the 
following actions: (i) provide for the acceleration of any time 
period relating to the exercise or payment of the Award, (ii) 
provide for payment to the Participant of cash or other property 
with a Fair Market Value equal to the amount that would have been 
received upon the exercise or payment of the Award had the Award 
been exercised or paid upon the change in control, (iii) adjust 
the terms of the Award in a manner determined by the Committee to 
reflect the change in control, (iv) cause the Award to be 
assumed, or new rights substituted therefor, by another entity, 

                            13
or (v) make such other provision as the Committee may consider 
equitable to Participants and in the best interests of the 
Company.
 
(g)  Loans.  The Committee may authorize the making of loans 
or cash payments to Participants in connection with the grant or 
exercise any Award under the Plan, which loans may be secured by 
any security, including Common Stock, underlying or related to 
such Award (provided that the loan shall not exceed the Fair 
Market Value of the security subject to such Award), and which 
may be forgiven upon such terms and conditions as the Committee 
may establish at the time of such loan or at any time thereafter.
 
(h)  Withholding Taxes.  The Participant shall pay to the 
Company, or make provision satisfactory to the Committee for 
payment of, any taxes required by law to be withheld in respect 
of Awards under the Plan no later than the date of the event 
creating the tax liability.  In the Committee's discretion, such 
tax obligations may be paid in whole or in part in shares of 
Common Stock, including shares retained from the Award creating 
the tax obligation, valued at their Fair Market Value on the date 
of delivery.  The Company and its Affiliates may, to the extent 
permitted by law, deduct any such tax obligations from any 
payment of any kind otherwise due to the Participant.
 
(i)  Foreign Nationals.  Awards may be made to Participants 
who are foreign nationals or employed outside the United States 
on such terms and conditions different from those specified in 
the Plan as the Committee considers necessary or advisable to 
achieve the purposes of the Plan or to comply with applicable 
laws.
 
(j)  Amendment of Award.  The Committee may amend, modify or 
terminate any outstanding Award, including substituting therefor 
another Award of the same or a different type, changing the date 
of exercise or realization and converting an Incentive Stock 
Option to a Nonstatutory Stock Option, provided that the 
Participant's consent to such action shall be required unless the 
Committee determines that the action, taking into account any 
related action, would not materially and adversely affect the 
Participant.

                           14
10.   Miscellaneous
 
(a)  No Right To Employment.  No person shall have any claim 
or right to be granted an Award.  Neither the Plan nor any Award 
hereunder shall be deemed to give any employee the right to 
continued employment or to limit the right of the Company to 
discharge any employee at any time.
 
(b)  No Rights As Stockholder.  Subject to the provisions of 
the applicable Award, no Participant or Designated Beneficiary 
shall have any rights as a stockholder with respect to any shares 
of Common Stock to be distributed under the Plan until he or she 
becomes the holder thereof.  A Participant to whom Common Stock 
is awarded shall be considered the holder of the Stock at the 
time of the Award except as otherwise provided in the applicable 
Award.
 
(c)  Effective Date.  Subject to the approval of the 
stockholders of the Company, the Plan shall be effective on 
January 31, 1996.
 
(d)  Amendment of Plan.  The Board may amend, suspend or 
terminate the Plan or any portion thereof at any time, subject to 
such stockholder approval as the Board determines to be necessary 
or advisable to comply with any tax or regulatory requirement.
 
(e)  Governing Law.  The provisions of the Plan shall be 
governed by and interpreted in accordance with the laws of 
Delaware.

                             15