8-K

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                              

                                  FORM 8K

                              CURRENT REPORT


                  PURSUANT TO SECTION 13 OR 15(d) OF THE

                      SECURITIES EXCHANGE ACT OF 1934





DATE OF EARLIEST EVENT REPORTED:      May 3, 1994             



             DYNAMICS CORPORATION OF AMERICA                      
       (Exact name of registrant as specified in its Charter)



     New York                 0-7304               13-0579260     
(State or other juris-     (Commission      (IRS Employer Identi-
diction of incorporation)   File Number)       fication No.)


     475 Steamboat Road
      Greenwich, CT                                    06830      
(Address of principal executive office)             (Zip Code)


Registrant's telephone number, including area code 203-869-3211   






Item 5.  Other Events.

     On May 3, 1994, the Company agreed to settle for $6,450,000
the preproduction portion of its proposed change order to the
Government seeking equitable compensation for constructive
changes and associated delays by the Government in a contract for
the supply of 3KW generator sets to be manufactured by the
Company's discontinued Fermont division.  The proposed change
order was submitted in April 1992.  Negotiations to settle the
production portion of the proposed change order are expected to
commence shortly.
     On May 6, 1994, the Company issued a press release with
respect to the above settlement as well as other matters.

Item 7.  Exhibits.

     Attached hereto as Exhibit 99 is a copy of the press release
referred to in Item 5 above.

                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.


                                  DYNAMICS CORPORATION OF AMERICA 
     
                       

                                            (Registrant)


                    
                                   By:                            
                                           Henry V. Kensing
                                            Vice President



Dated:  May 9, 1994
                         

EX-99

EXHIBIT 99
                       
                                        NEWS RELEASE
=================================================================


                                        IMMEDIATE RELEASE


FROM:  DYNAMICS CORPORATION OF AMERICA
       475 Steamboat Road
       Greenwich, Connecticut  06830

       Contact:  Mrs. Mary Jo. Cisternino
                 (203) 869-3211



DYNAMICS CORPORATION OF AMERICA
REPORTS FIRST QUARTER RESULTS,
SETTLEMENT WITH GOVERNMENT


GREENWICH, CT  -- (May 6, 1994) -- At the Annual Meeting of
Shareholders of Dynamics Corporation of America (NYSE:DYA), held
today, Andrew Lozyniak, Chairman of the Board and President,
announced that in the quarter ended March 31, 1994, DCA had net
income of $933,000, or $.24 per share, on sales of $22,716,000. 
This compares with income of $618,000, or $.16 per share, on
sales of $25,591,000 in the first quarter of 1993, before a one-
time net charge for changes in accounting by CTS Corporation,
which resulted in a net loss of $1,098,000, or $.28 per share, in
that first quarter.
     First quarter income includes $720,000 of income of CTS
Corporation as compared to CTS income of $451,000 included in the
same period in 1993.  This represents the Company's proportionate
share of CTS' first quarter earnings in accordance with the
equity method of accounting required for that investment.
     Per share income was computed on the basis of weighted
average common and common equivalent shares outstanding which
were 3,885,886 in the latest period and 3,904,490 in 1993.
     Mr. Lozyniak also announced that the Company had signed a 
contract modification with the U.S. Government settling for $6.45
million the preproduction portion of its proposal for an
equitable adjustment for constructive changes under a 1989
contract for the supply of 3KW generator sets to be manufactured
by the Company's discontinued Fermont Division.  The settlement
does not involve the production portion of the Company's
equitable adjustment proposal which will be the subject of
further negotiation with the Government.
     Dynamics Corporation of America is a diversified company
which manufactures electronic components, mobile vans and
transportable shelters for specialized electronic and medical
diagnostic equipment, portable electric housewares and commercial
appliances, air distribution equipment and specialized air
conditioning equipment.