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      December 27, 1995           

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 December 27, 1995, the Board of Directors of Dynamics 
Corporation of America ("DCA") voted to extend the February 14, 
1996 expiration date of its shareholder rights plan adopted in 
1986 to better assure that all of the Company's shareholders 
receive fair and equal treatment in the event an unsolicited 
takeover of the Company is attempted.  The plan provides that the 
Company may extend the plan for successive periods not to exceed 
ten years in duration.  The Board approved an extension until 
February 14, 2006.  The Company said it was not aware of any 
current attempt to acquire control of DCA.

Under the plan, shareholders are entitled to one right for each 
share of the Company's voting and non-voting common stock they 
own.  The rights become exercisable 10 days after a person or 
affiliated or associated group acquires 20% or more of DCA's 
common stock in a transaction not previously approved by the 
Company's Board of Directors or commences a tender offer for 25% 
or more of DCA's common stock.  Each right entitles the holder to 
buy 1/100 of a share of preferred stock of the Company at an 
exercise price of $80.

If an acquiring party buys 20% or more of DCA's common stock or 
commences a tender offer for 25% or more of DCA's common stock, 
and then merges or engages in certain other transactions with 
DCA, each right would then entitle its holder to purchase for $80 
stock of the acquiring company having a market value of $160.  In 
the event that DCA were the surviving corporation in such a 
merger and its common stock was not changed, each right would 
entitle the holder to purchase for $80 DCA's preferred stock 
having a market value at the time of $160.

DCA may redeem the rights for $0.05 per right at any time prior 
to a public announcement that a person or affiliated or 
associated group has acquired 20% or more of the stock of DCA.

Rights certificates have not been distributed inasmuch as the 
rights initially are not exercisable.  Until the rights become 
exercisable, they automatically trade with the shares of the 
Company's common stock.

In 1990 the Company's Board of Directors approved an agreement 
with Gabelli Funds, Inc. and Gabelli Investors, Inc. which allows 
entities controlled by and for which the chief investment officer 
is Mario J. Gabelli to acquire up to 25% of the stock of the 
Company without triggering the plan and rendering the rights 
exercisable.  The Gabelli entities have complied with the terms 
of the agreement which will continue in effect during the ten 
year extension of the plan.

On December 27, 1995, the Company issued a press release with 
respect to the above matter.

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:  December 29, 1995