<PAGE>
As filed with the Securities and Exchange Commission on February __, 1997
                                                 Registration No. 
==========================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1 TO
                                     FORM S-8
                               REGISTRATION STATEMENT
                                      UNDER
                             THE SECURITIES ACT OF 1933
                                  ______________

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

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

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

                  1992 Stock Ownership Plan for Non-Employee Directors
                              (Full title of the plan)
                                  _____________

                                James A. Eder, Esq.
                              KOLLMORGEN CORPORATION
                                 1601 Trapelo Road
                             Waltham, Massachusetts 02154
                        ---------------------------------------
                        (Name and address of agent for service)

Telephone number, including area code, of agent for service:  617-890-5655

                            CALCULATION OF REGISTRATION FEE
==========================================================================
                                     Proposed        Proposed 
  Title of                  maximum      maximum 
 securities                 offering     aggregate    Amount of
   to be          Amount to be        price      offering   registration
 registered    registered       per share(1)    price           fee
 -------------------------------------------------------------------------
 Common Stock 
par value $2.50    175,000       $14.625    $2,559,375.00    $511.90
==========================================================================
(1)     Computed in accordance with Rule 457 on the basis of the estimated
        maximum number of the registrant's securities issuable under the Plan
        that are covered by this registration statement and on the basis of
        the average of the high and low prices quoted on the New York Stock
        Exchange for the registrant's Common Stock on February 3, 1997.  

This Registration Statement, including Exhibits, contains 19 pages.  The
Exhibit index appears on page 5 of the sequentially numbered pages of this
Registration Statement.  

<PAGE>
<PAGE>2

Item 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The contents of the Registration Statement on Form S-8, including
Registration No. 33-48953 previously filed with the Commission by
Kollmorgen Corporation (the "Company") are incorporated herein by this
reference.  

REGISTRATION OF ADDITIONAL SECURITIES

     The Company has previously registered an aggregate 150,000 shares of
its common stock, $2.50 par value ("Common Stock") issuable under the
Company's 1992 Stock Ownership Plan for Non-Employee Directors (the
"Plan").  On May 8, 1996, at the Annual Meeting of Shareholders, the
shareholders approved an amendment to the Plan increasing by 175,000
shares the number of shares reserved for issuance under the Plan.  As a
result, the number of shares issuable under the Plan was effectively
increased to 325,000.  This Registration Statement is being filed pursuant
to General Instruction to Form S-8 to register such additional shares
issuable under the Plan.  

INFORMATION NOT REQUIRED IN PREVIOUS REGISTRATION STATEMENT

Item 9.     UNDERTAKINGS

(a)  Rule 415 Offering 

     The Company hereby undertakes:  

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;  

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and 

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.  

(b)  Undertaking Concerning Filings Incorporating Subsequent Exchange Act
     Documents By Reference

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
<PAGE>
<PAGE>3


relating to the securities offered therein, and the offering of such
securities at that time shal be deemed to be the initial bona fide
offering thereof.  

(h)  Filing of Registration Statement on Form S-8

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the Company's Certificate
of Incorporation, By-Laws or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.  




<PAGE>
<PAGE>4


                                 SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
Company certified 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.  

                                   KOLLMORGEN CORPORATION 


                                      /s/  Robert J. Cobuzzi        
                                   Robert J. Cobuzzi
                                   Its: Senior Vice President, Treasurer
                                          and Chief Financial Officer
                                        February 4, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:  


  /s/  Gideon Argov                
Gideon Argov                             February 4, 1997
President and 
Chief Executive Officer/Director 


  /s/  Robert J. Cobuzzi           
Robert J. Cobuzzi                        February 4, 1997
Senior Vice President, Treasurer and 
Chief Financial Officer


  /s/  Keith D. Jones              
Keith D. Jones                           February 4, 1997
Controller and 
Chief Accounting Officer


  /s/  James A. Eder               
James A. Eder                            February 4, 1997
Vice President and Secretary and
Attorney-in-Fact For:


 James H. Kasschau, Director      Robert N. Parker, Director
                                  
 J. Douglas Maxwell, Jr., Director     George P. Stephan, Director
 


<PAGE>
<PAGE>5


                     EXHIBIT INDEX


                                                         Page in this
Exhibit No.           Description of Exhibit               Form S-8  


   4        Kollmorgen Corporation 1992 Stock               6-12
        Ownership Plan for Non-Employee 
        Directors, as amended

   5        Opinion of James A. Eder, Vice President,            13 
        and General Counsel of Kollmorgen 
        Corporation

  23        Consent of Coopers & Lybrand L.L.P.             14

  24        Powers of Attorney                              15-18
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9367}]
{"company-data": {"conformed-name": "KOLLMORGEN CORP", "cik": "0000056583", "assigned-sic": "3621", "irs-number": "042151861", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21409", "film-number": "97521175"}, "business-address": {"street1": "RESERVOIR PL", "street2": "1601 TRAPELO RD", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178905655"}, "mail-address": {"street1": "RESERVOIR PLACE", "street2": "1601 TRAPELO ROAD", "city": "WALTHAM", "state": "MA", "zip": "02154"}, "former-company": {"former-conformed-name": "KOLLMORGEN OPTICAL CORP", "date-changed": "19670928"}}
As filed with the Securities and Exchange Commission on February __, 1997
                                                 Registration No. 
==========================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1 TO
                                     FORM S-8
                               REGISTRATION STATEMENT
                                      UNDER
                             THE SECURITIES ACT OF 1933
                                  ______________

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

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

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

                  1992 Stock Ownership Plan for Non-Employee Directors
                              (Full title of the plan)
                                  _____________

                                James A. Eder, Esq.
                              KOLLMORGEN CORPORATION
                                 1601 Trapelo Road
                             Waltham, Massachusetts 02154
                        ---------------------------------------
                        (Name and address of agent for service)

Telephone number, including area code, of agent for service:  617-890-5655

                            CALCULATION OF REGISTRATION FEE
==========================================================================
                                     Proposed        Proposed 
  Title of                  maximum      maximum 
 securities                 offering     aggregate    Amount of
   to be          Amount to be        price      offering   registration
 registered    registered       per share(1)    price           fee
 -------------------------------------------------------------------------
 Common Stock 
par value $2.50    175,000       $14.625    $2,559,375.00    $511.90
==========================================================================
(1)     Computed in accordance with Rule 457 on the basis of the estimated
        maximum number of the registrant's securities issuable under the Plan
        that are covered by this registration statement and on the basis of
        the average of the high and low prices quoted on the New York Stock
        Exchange for the registrant's Common Stock on February 3, 1997.  

This Registration Statement, including Exhibits, contains 19 pages.  The
Exhibit index appears on page 5 of the sequentially numbered pages of this
Registration Statement.
2

Item 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The contents of the Registration Statement on Form S-8, including
Registration No. 33-48953 previously filed with the Commission by
Kollmorgen Corporation (the "Company") are incorporated herein by this
reference.  

REGISTRATION OF ADDITIONAL SECURITIES

     The Company has previously registered an aggregate 150,000 shares of
its common stock, $2.50 par value ("Common Stock") issuable under the
Company's 1992 Stock Ownership Plan for Non-Employee Directors (the
"Plan").  On May 8, 1996, at the Annual Meeting of Shareholders, the
shareholders approved an amendment to the Plan increasing by 175,000
shares the number of shares reserved for issuance under the Plan.  As a
result, the number of shares issuable under the Plan was effectively
increased to 325,000.  This Registration Statement is being filed pursuant
to General Instruction to Form S-8 to register such additional shares
issuable under the Plan.  

INFORMATION NOT REQUIRED IN PREVIOUS REGISTRATION STATEMENT

Item 9.     UNDERTAKINGS

(a)  Rule 415 Offering 

     The Company hereby undertakes:  

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;  

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and 

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.  

(b)  Undertaking Concerning Filings Incorporating Subsequent Exchange Act
     Documents By Reference

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
3

relating to the securities offered therein, and the offering of such
securities at that time shal be deemed to be the initial bona fide
offering thereof.  

(h)  Filing of Registration Statement on Form S-8

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the Company's Certificate
of Incorporation, By-Laws or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
4

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company certified 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.  

                                   KOLLMORGEN CORPORATION 

                                      /s/  Robert J. Cobuzzi        
                                   Robert J. Cobuzzi
                                   Its: Senior Vice President, Treasurer
                                          and Chief Financial Officer
                                        February 4, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:  

  /s/  Gideon Argov                
Gideon Argov                             February 4, 1997
President and 
Chief Executive Officer/Director 

  /s/  Robert J. Cobuzzi           
Robert J. Cobuzzi                        February 4, 1997
Senior Vice President, Treasurer and 
Chief Financial Officer

  /s/  Keith D. Jones              
Keith D. Jones                           February 4, 1997
Controller and 
Chief Accounting Officer

  /s/  James A. Eder               
James A. Eder                            February 4, 1997
Vice President and Secretary and
Attorney-in-Fact For:

 James H. Kasschau, Director      Robert N. Parker, Director
                                  
 J. Douglas Maxwell, Jr., Director     George P. Stephan, Director
5

                     EXHIBIT INDEX

                                                         Page in this
Exhibit No.           Description of Exhibit               Form S-8  

   4        Kollmorgen Corporation 1992 Stock               6-12
        Ownership Plan for Non-Employee 
        Directors, as amended

   5        Opinion of James A. Eder, Vice President,            13 
        and General Counsel of Kollmorgen 
        Corporation

  23        Consent of Coopers & Lybrand L.L.P.             14

  24        Powers of Attorney                              15-18