DYNAMICS CORPORATION OF AMERICA
475 STEAMBOAT ROAD
GREENWICH, CONNECTICUT 06830

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1995

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
DYNAMICS CORPORATION OF AMERICA (the "Company"), a New York corporation, has
been called by the Board of Directors of the Company and will be held in the
Cole Auditorium of the Greenwich Library, West Putnam Avenue at Dearfield
Drive, Greenwich, Connecticut on May 5, 1995 at 10:30 A.M., for the following
purposes:

(1) To elect four directors of the Company to serve for a term of two
years and until their respective successors shall have been elected and
shall qualify.

(2) To consider and act upon a proposal to ratify and approve the
selection of Ernst & Young LLP as independent auditors of the Company for
the year 1995.

(3) To consider and act upon a proposal submitted by a shareholder to
require that all directors be elected annually and not by classes.

(4) To consider and act upon such other matters as may lawfully come
before the meeting and all adjournments thereof.

Only shareholders of record at the close of business on March 17, 1995
are entitled to vote at the meeting and any adjournments thereof.

You are requested to fill in, date and sign the enclosed proxy, which is
solicited by the Board of Directors.

By order of the Board of Directors
Henry V. Kensing
Secretary

Greenwich, Connecticut
March 30, 1995

IMPORTANT: Shareholders are requested to fill in, date, sign and mail the
accompanying proxy in the enclosed, self-addressed, stamped envelope
regardless of whether they expect to attend the meeting in person. The prompt
return of the proxy will save the Company the expense of further
solicitation. Your cooperation is respectfully requested.

DYNAMICS CORPORATION OF AMERICA

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Dynamics Corporation of America (the
"Company") to be used at the Annual Meeting of Shareholders of the Company
which will be held in the Cole Auditorium of the Greenwich Library, West
Putnam Avenue at Dearfield Drive, Greenwich, Connecticut on May 5, 1995 at
10:30 A.M., and at any adjournments thereof.

Shareholders who execute proxies retain the right to revoke them at any
time; unless so revoked, the shares represented by proxies will be voted at
the meeting. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein; any such proxy on which no
direction is specified will be voted FOR the election as directors of the
nominees named herein, FOR the ratification and approval of the selection of
Ernst & Young LLP ("Ernst & Young") as independent auditors of the Company
for the year 1995, and AGAINST the shareholder's proposal. Management knows
of no matters to come before the meeting other than those set forth in the
Notice of Annual Meeting of Shareholders.

The principal executive offices of the Company are located at 475
Steamboat Road, Greenwich, Connecticut 06830. The approximate date on which
this Proxy Statement and the enclosed proxy were first sent or given to
shareholders was March 30, 1995.

Shareholders of record at the close of business on March 17, 1995 will be
entitled to one vote for each share of the Common Stock, par value $0.10 per
share, of the Company (the "Common Stock") then held. There were 3,837,390
shares of Common Stock outstanding on March 17, 1995, of which 4,696 were
non- voting shares convertible at any time into voting shares.

ELECTION OF DIRECTORS

At the meeting, four directors will be elected to serve for a term of two
years and until the election and qualification of their respective
successors.

The affirmative vote of the holders of a plurality of the shares
represented in person or by proxy at the meeting is required to elect the
nominees. The Board of Directors recommends that the shareholders vote FOR
the election of each of the nominees named below.

In the event that any of such nominees is unable or unwilling to serve as
a director, an event which the Company does not anticipate, the proxies
hereby solicited will be voted for the remaining nominees named below or for
such substitute person or persons as the Board of Directors may select.

The following table sets forth information with respect to the nominees
for directors, each of whom is now a director and was elected to office by
the vote of the shareholders:

Shares of
Common Stock Percent
Beneficially of Year First
Name and Age Principal Owned as of Common Became
of Nominees Occupation February 7, 1995(1) Stock Director

CLASS A
(term expires 1997)
Harold Cohan--70 Business Consultant 1,948 .05% 1986
Frank A. Gunther--87 President, Highpoint
Enterprises,
Incorporated,
radio and microwave
communications
engineering 4,436 (2) .12% 1966
Henry V. Kensing--61 Vice President, General
Counsel and Secretary
of the Company 21,861.817 .57% 1977
Andrew Lozyniak--63 Chairman of the Board
and President of the
Company 185,422.034 (3) 4.83% 1970

The following table sets forth information with respect to the Company's
other directors whose terms of office will continue after the meeting and
will expire at the 1996 Annual Meeting of Shareholders:

Shares of
Common Stock Percent
Beneficially of Year First
Name and Age Principal Owned as of Common Became
of Directors Occupation February 7, 1995(1) Stock Director

CLASS B
(term expires 1996)
Patrick J. Dorme--59 Vice President-Finance
and Chief Financial
Officer of the Company 34,937.583 (4) .91% 1985
Russell H. Knisel--61 Business Consultant 701 .02% 1993
Saul Sperber--81 Financial Advisor 4,053 .11% 1974

(1) In each case, beneficial ownership consists of sole voting and investment
power, except that 1,500 shares of Mr. Kensing, l,000 shares of Mr. Cohan
and 500 shares of Mr. Knisel are owned jointly with their respective
spouses. Beneficial ownership as of February 7, 1995 includes common
stock units credited to the accounts of non-employee directors under the
Company's Stock Retirement Plan for Outside Directors described below.
Except as referred to herein, no nominee or director owns beneficially
any security of the Company. In addition Messrs. Dorme, Kensing and
Lozyniak, as members of the Pension Committee for the Retirement Plan for
Employees of Dynamics Corporation of America, have the right to instruct
the Trustee to vote 100,000 shares of the Company's common stock, which
shares are not included in the foregoing tables.

(Footnotes continued on following page)

(Footnotes continued from preceding page)

(2) In addition, Mrs. Gunther holds 600 shares owned by her. Mr. Gunther
disclaims beneficial ownership of such shares.

(3) In addition, Mrs. Lozyniak holds 15,100 shares owned by her. Mr. Lozyniak
disclaims beneficial ownership of such shares.

(4) In addition, Mrs. Dorme holds 18,000 shares owned by her. Mr. Dorme
disclaims beneficial ownership of such shares.

There is no family relationship between any director, executive officer
or person nominated or chosen by the Board of Directors to become a director
or executive officer. There are no arrangements or understandings between any
director and any other person pursuant to which the director was selected as
a director.

The business experience of each of the nominees and directors during the
past five years is as listed above under principal occupation with the
exception of Mr. Cohan, Mr. Knisel and Mr. Sperber.

Mr. Cohan's present occupation is and has been since October 1, 1990 as
listed above. From September, 1986 until September 30, 1990, Mr. Cohan was a
principal of M.R. Weiser & Co., Certified Public Accountants.

Mr. Knisel's present occupation is and has been since January 1, 1994 as
listed above. Mr. Knisel retired as Vice Chairman of Shawmut Bank on December
31, 1993, a position he held for more than five years prior to his
retirement.

Mr. Sperber's present occupation is and has been since February 9, 1993
as listed above. From May 1, 1989 to February 9, 1993, Mr. Sperber was an
accountant with Salerno & Co., Certified Public Accountants.

Messrs. Lozyniak and Dorme also serve as directors of CTS Corporation, an
electronic components manufacturing company; the Company owns approximately
43.2% of the issued and outstanding common shares of CTS Corporation.

The Company has a standing Audit Committee of the Board of Directors
which is comprised of Messrs. Sperber, Chairman, Cohan, Gunther and Knisel
and which met twice during the year 1994. It performs the following
functions: recommends the engagement of the independent auditors, reviews the
scope of the audit, reviews the recommendations and comments of the
independent auditors with respect to internal controls and the consideration
given or the corrective action taken by management, reviews internal
accounting procedures and controls with the Company's financial and
accounting staff and reviews non- audit services provided by the independent
auditors.

The Company has a standing Compensation Committee of the Board of
Directors which is comprised of Messrs. Gunther, Chairman, Cohan, Knisel and
Sperber and which met twice during the year 1994. It considers and acts upon
all matters dealing with executive compensation, including incentive
compensation plans and the 1980 Restricted Stock and Cash Bonus Plan.

The Company has no nominating or similar committee.

During the year 1994 the Board of Directors held twelve meetings. Each
director attended all of the meetings of the Board of Directors and of the
Committees on which he served.

Directors who are employees of the Company and are compensated as such
receive no additional compensation for their services as directors. Other
directors receive an annual retainer of $9,000.00 plus $800.00 as a fee for
attendance at each meeting of the Board. No fee is paid for services on any
committee of the Board.

Effective January 1, 1993, the Company agreed to reimburse outside
directors for certain covered prescription drug charges incurred by the
directors or their spouses net of any reimbursement from any other group
coverage and/or individual coverage independently arranged by the director or
his spouse. Under this program, no more than $25,000 in reimbursement may be
paid to any outside director over the entire life of the program ($50,000 in
case an outside director's spouse also participates in the program). The
program is subject to amendment or termination at the discretion of the
Company. During 1994, pursuant to the program, the amount following each
director's name was paid: Harold Cohan $576; Frank A. Gunther $2,666; and
Saul Sperber $501.

On June 26, 1986, the Company adopted The Dynamics Corporation of America
Stock Retirement Plan For Outside Directors (the "Plan"). Under the Plan,
separate accounts are opened by the Company in the names of non-employee
directors. On January 1 of each year, starting in 1987, a Deferred Stock
Account in the name of each outside director is credited with 100 Common
Stock Units if said director was an outside director of the Company on the
last day of the immediately preceding calendar year or ceased to be a
director during such preceding calendar year by reason of his retirement,
disability or death. In addition, on January 1, 1987 the Company credited to
the Deferred Stock Account of each such director 50 Common Stock Units for
each complete calendar year of his service to the Company as an outside
director prior to January 1, 1986. Each Deferred Stock Account will also be
credited with Common Stock Units when credits equivalent to cash dividends on
the shares in an account aggregate an amount equal to the value of a share of
Common Stock on a dividend payment date. All Deferred Stock Units in a
director's account will be distributed in Common Stock as of January 1st
after the director leaves the board from Treasury shares held by the Company.
Until such time the Company's obligation under the Plan is an unsecured
promise to deliver shares of Common Stock. No Common Stock will be held in
trust or as a segregated fund because of the Plan. In 1994 five members of
the Board of Directors were eligible to participate in the Plan. The Company
expensed an aggregate of $10,188 in respect of Common Stock Units credited on
January 1, 1995 to the accounts of the eligible directors as a group for the
year 1994 pursuant to the Plan. It also delivered 100 shares of its Common
Stock to the estate of the late Edward J. Mooney, who died on February 7,
1994 after becoming an eligible director under the Plan on January 1, 1994.

Security Ownership of Certain Beneficial Owners
On or about February 15, 1995, to the knowledge of the Company, the
following table shows the only entities which owned beneficially more than 5%
of the Common Stock issued and outstanding on that date.

Name and Address Number of Percent of
of Beneficial Owner Shares(1) Class

GAMCO Investors, Inc. 788,300 20.51%
Gabelli Funds, Inc. 151,500 3.94%
Gabelli International, Limited 2,500 .07%
One Corporate Center
Rye, NY 10580-1435

Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 269,500 7.01%

(1) Information with respect to beneficial ownership is based on information
furnished by the beneficial owners named above. Under the rules of the
Securities and Exchange Commission, beneficial ownership is determined by
the possession of either voting or investment power.
Each of the above Gabelli entities has the sole power to vote or direct
the vote and sole power to dispose or to direct the disposition of the
securities reported for it, either for its own benefit or for the benefit
of its investment clients or its partners, as the case may be, except
that GAMCO Investors, Inc. does not have authority to vote 70,000 of the
reported shares.

Dimensional Fund Advisors Inc. has asked that the following language be
used when describing the beneficial ownership of the shares it holds.
Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 269,500 shares of
Dynamics Corporation of America stock as of December 31, 1994 and
February 15, 1995, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc.,a registered open-end investment
company, or in series of The DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and the DFA Participating Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares. Dimensional has sole voting
power over 161,800 shares and officers of DFA Investment Dimensions Group
Inc. and The DFA Investment Trust Company vote 107,700 shares.

All officers and directors of the Company as a group owned as of February
7, 1995 an aggregate of 275,164 shares of Common Stock or approximately 7.2%
of the Common Stock issued and outstanding on that date.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
To the Company's knowledge, based solely on its review of the copies of
changes of ownership of Common Stock and other equity securities furnished to
the Company and written representations that no other reports were required
to be filed during the year 1994 and to date, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.

Executive Compensation
The following table sets forth current and long-term compensation
information for each of the last three fiscal years of the Chief Executive
Officer and each of the other executive officers whose salary and bonus for
the fiscal year 1994 exceeded the disclosure threshold established by the
Securities and Exchange Commission.

SUMMARY COMPENSATION TABLE

Long Term
Annual Compensation Compensation
Restricted
Stock All Other
Name and Principal Position (5) Year Salary($)(1) Bonus($)(2) Awards($)(3) Compensation($)(4)

Andrew Lozyniak, Chairman of the Board
and President 1994 333,316 -- 147,500 11,888
1993 324,186 -- -- 12,951
1992 314,460 -- -- 12,284
Henry V. Kensing, Vice President, General Counsel,
Secretary and a Director 1994 173,123 10,000 110,625 5,405
1993 168,381 -- -- 5,203
1992 163,329 -- -- 4,966
Patrick J. Dorme, Vice President-Finance, Chief
Financial Officer and a Director 1994 143,898 10,000 110,625 4,248
1993 139,957 15,000 -- 4,119
1992 135,758 -- -- 3,951
<FN>
(1) Includes salaries deferred in 1994 under the DCA Savings and Investment
Plan pursuant to Section 401(k) of the Internal Revenue Code (see Savings
and Investment Plan below).

(2) Includes bonuses paid to the executives shown in the table in the last
three years pursuant to the Company's Incentive Performance Plan. The
Board of Directors has determined to continue for 1995 a policy of
awarding bonuses on the basis of results on both an overall and
divisional basis, and on individual performance as described in the
Report of the Compensation Committee included herein.

(3) The number of restricted shares awarded in 1994 under the Plan to the
executives named were as follows: Mr. Lozyniak, 10,000; Mr. Kensing,
7,500; Mr. Dorme, 7,500. The value of the restricted stock awards in 1994
was determined by multiplying the fair market value of the Company's
common stock on the date of grant by the number of shares awarded. As of
December 31, 1994, the number and value of aggregate restricted stock
award holdings were as follows: 14,000 shares ($285,250) by Mr. Lozyniak;
9,500 shares ($193,563) by Mr. Kensing and 9,500 shares ($193,563) by Mr.
Dorme.

Restrictions lapse each year after the first year with respect to 20% of
the shares awarded in prior years under the Plan and cash bonuses are
paid to the holders thereof as called for by the Plan. The aggregate
amount of cash compensation paid, in 1994, 1993 and 1992, for the
executives named is as follows:
</FN>

Mr. Lozyniak 1994 $26,500 1993 $28,250 1992 $46,750
Mr. Kensing 1994 $13,250 1993 $14,125 1992 $17,625
Mr. Dorme 1994 $13,250 1993 $14,125 1992 $23,750
<FN>
Pursuant to the Plan, regular cash dividends are paid to holders of
restricted stock awarded under the Plan.

This Plan has a change of control provision under which, upon a change of
control of the Company, all restrictions on shares awarded under the Plan
will lapse and cash bonuses will be paid on those shares.

(Footnotes continued on following page)

(Footnotes continued from preceding page)

(4) Includes the amounts contributed under the 401(k) Plan by the Company and
the imputed income value of the term life insurance portion of the
coverage under "split-dollar" life insurance policies.

(5) Employment Agreements. As of February 1, 1991, the Company entered into
five year employment agreements with Andrew Lozyniak, Henry V. Kensing
and Patrick J. Dorme.

The Board of Directors annually reviews the contributions of Messrs.
Lozyniak, Kensing and Dorme to the Company and may increase their salary
rates in accordance with such contributions. In addition, such rates will
be increased on March 1st of each year by no less than the annual
percentage increase in the consumer price index for the prior calendar
year.

The employment agreements of such individuals may be terminated by the
Company for cause. In the event of disability, each such employee shall
be compensated for up to six months at full salary and up to an
additional six months at no less than one-half the rate in effect at the
time such disability commenced. If such disability continues beyond
twelve months, the Company may terminate said disabled employee's
agreement but shall be obligated to pay Mr. Lozyniak, Mr. Kensing or Mr.
Dorme compensation at the rate of 40% of the regular compensation in
effect at the time of such termination during the period commencing on
the date of such termination to the tenth anniversary thereof. If the
employee dies during the employment period, the Company shall pay to the
wife of Mr. Lozyniak the sum of $90,000 and of Mr. Kensing or Mr. Dorme,
the sum of $80,000 per year during the period commencing on the date of
the death of the employee and ending on the tenth anniversary thereof.

In the event of merger, sale or consolidation in which the Company is not
the surviving entity, or if voting control shall be obtained by any
person, firm or corporation, or group of persons, firms or corporations,
not in control as of February 1, 1991, each of said employees shall have
the right to terminate his employment agreement upon 30 days' written
notice at any time within three months after the occurrence of such
event. Upon such termination, the Company or the consolidated or
surviving entity shall pay the employee exercising said right, in lieu of
any other further compensation, in a lump sum, undiminished by any excise
tax imposed upon the receipt thereof, on the date of such termination, an
amount equal to five times the sum of (a) two-thirds of the aggregate
regular compensation called for by said agreement at the rate in effect
at such termination, and (b) two-thirds of the largest amount earned by
the employee as bonuses for any of the five fiscal years preceding that
in which termination occurs.

If the Company terminates the agreement other than for cause or
disability of the employee, it shall pay to the employee in a lump sum,
undiminished by any excise tax imposed upon the receipt thereof, within
30 days of the date of termination, in lieu of any further compensation
under the agreement, an amount equal to the sum of (a) two-thirds of the
employee's regular compensation at the rate in effect at the time of such
termination, from the date of such termination to the last day of the
employment period called for by the agreement and (b) two-thirds of the
largest amount earned by the employee as bonuses for any of the five
fiscal years preceding that in which termination occurs multiplied by the
number of years and/or fraction thereof then remaining in the employment
period called for by the agreement.

The Company also agrees not to endanger in any way, during the period of
said agreements, any benefit available to said employees under the
"split-dollar" life insurance policies owned by them and to continue to
pay the premiums thereon during such period and in the event of a change
of control. The

agreements also contain provisions calling for payment of legal fees to
said employees if they are required to enforce the agreements against the
Company or a successor and for the continuation of medical insurance for
said employees and their spouses for up to ten years after retirement.

In addition, the executive officers received other non-cash compensation,
not otherwise described in this proxy statement, such as perquisites, but
the aggregate amount thereof did not exceed the lesser of $50,000 or 10%
of the total salary and bonus for each of the persons named in the Table.
</FN>

Pension Benefits
The estimated annual benefits payable upon retirement at normal
retirement age and the years of credited service as of January 1, 1995 under
the Company's Retirement Plan for Employees (the "Pension Plan") for the
individuals named in the Executive Summary Compensation Table above and for
all the executive officers of the Company as a group are as follows:

Estimated Years of
Annual Credited Service
Retirement As of
Benefits January 1, 1995

Andrew Lozyniak $118,800 33
Patrick J. Dorme $ 79,850 26
Henry V. Kensing $ 38,600 10
All executive officers as a group (consisting of
4 people) $293,064

The latest available actuarial present value of normal retirement
benefits for all employees who are participants in the Pension Plan is
$16,534,111.

Under the Pension Plan, the retirement benefit, payable at normal
retirement or current age, is equal to the sum of (A) and (B) below:

(A) Past Service Benefit-equal to .7% of 1975 earnings up to $7,800
plus 1.4% of the excess multiplied by credited service prior to December
31, 1975.

(B) Future Service Benefit

(i) equal to 1% of annual earnings up to the Social Security Wage
Base plus 2% of the excess, for each year of credited service after
January 1, 1976 and prior to December 31, 1988.

(ii) equal to 1.1% of annual earnings up to the Social Security Wage
Base plus 1.45% of the excess, for each year of credited service after
December 31, 1988 or

(iii) equal to 1.45% of annual earnings up to the Social Security
Wage Base plus 1.80% of the excess (in lieu of the benefit under (ii)
above) for years of credited service in excess of 25 years (but such
higher benefit to be earned no earlier than in the plan year ended
December 31, 1989).

For purposes of the Pension Plan, covered earnings for the named Executive
Officers are essentially equivalent to the amount reported as salary in the
Annual Compensation section of the Summary Compensation Table above.

The minimum annual benefit for Greenwich office employees who have
completed 20 or more years of service is 50% of the three-year average
salary, not including bonuses, for the years immediately preceding

a participant's actual retirement date. The maximum annual retirement benefit
for 1994 under the Pension Plan is $118,800. The Pension Plan has been
amended to comply with the requirements of the Tax Reform Act of 1986. Such
amendments, which are retroactive to January 1, 1989, have reduced retirement
benefits earned by the executive officers of the Company for service after
that date as indicated in (B)(ii) above and have also eliminated the minimum
annual Greenwich office benefit for such executive officers as of that date.
In addition, the estimated annual retirement benefits reflect the additional
requirements of the 1993 Tax Act limiting to $150,000 the amount of
compensation which may be taken into account in calculating benefits under
the Plan. The present value of lost pension benefits for the named executives
as a result of tax law changes and limitations is in excess of $600,000.

Savings and Investment Plan
Effective January 1, 1985, the Company implemented a Savings and
Investment Plan for all employees not covered by collective bargaining
agreements which qualified as a profit sharing plan under Section 401(k) of
the Internal Revenue Code ("401K Plan"). The 401K Plan allows eligible
employees to defer up to 16% of their pay until retirement, death, disability
or the occurrence of certain other events. Under the 401K Plan, the Company
makes basic matching contributions, in cash (in which the employee is
immediately fully vested), of $1.00 for every $1.00 of pay deferred up to 2%
of pay, and also may match, in cash or in shares of the Company's common
stock, at the Company's option, all or part of additional deferrals of pay up
to 6% of pay, depending on the Company's current results of operations and
forecasted business conditions. Since inception of the Plan through October
31, 1991, the Company decided in each plan year to match 50% of deferrals
above 2% of pay up to 6% of pay in Company shares. Such additional matching
contributions vest if and when the employee completes five (5) years of
service with the Company.

Under the Tax Reform Act of 1986, the amount of pay employees may defer
under the Plan must be limited to $9,240 in 1994 and in 1995 for the Plan to
retain its tax-qualified status.

All contributions of employees and all Company matching contributions
which are made in cash are invested either in guaranteed investment contracts
issued by insurance companies or other financial institutions and/or in
mutual funds, in accordance with the choice of the contributing employee.

1980 Restricted Stock and Cash Bonus Plan
All officers and directors who are employees of the Company are also
eligible to participate in the 1980 Restricted Stock and Cash Bonus Plan (the
"Restricted Stock Plan"). The Restricted Stock Plan, as approved by the
shareholders on May 1, 1981, and as amended by them on May 6, 1988 to
replenish the 148,567 shares granted from 1981 to 1988, provides for the
award or sale of so-called "restricted stock", which is governed by Section
83 of the Internal Revenue Code, to key executive personnel of the Company or
any subsidiary. The total number of shares of Common Stock which may be
subject to the Restricted Stock Plan may not exceed 400,000 shares (subject
to adjustment in certain events as described below).

The Restricted Stock Plan is administered by the Compensation Committee
elected by the Board of Directors, presently consisting of four directors of
the Company, each of whom shall be ineligible to participate in the
Restricted Stock Plan and shall be a "disinterested person" as that term is
defined in Rule 16b-3 under the Securities Exchange Act of 1934.

In accordance with the terms of the Restricted Stock Plan, the Committee
shall select participants from among those officers and key management
executives who are full-time employees of the Company or any

subsidiary. Criteria for selection include: level of responsibility,
performance, potential, salary, bonuses, prior grants of stock options, and
similar considerations. Having selected eligible participants the Committee
will offer such persons the right to acquire by award or purchase a certain
number of shares of Common Stock on such terms and at such price, if any, as
it deems appropriate. Shares acquired by offerees pursuant to the Restricted
Stock Plan are subject to the restriction that, during the period of five
years after the date of acquisition, the participant may not sell, transfer,
or otherwise dispose of such shares as to which the restrictions shall not
have lapsed unless he or she shall first have offered such shares to the
Company for repurchase. The restrictions lapse as to 20% of the shares
acquired pursuant to the Restricted Stock Plan in each year following the
acquisition of the shares after the first year. In addition, within five
years following the date shares were acquired, upon termination of the
participant's employment for any reason, including the participant's death or
disability, the Company is required to repurchase and the participant is
required to sell, at no cost to the Company if the shares were awarded or at
their original purchase price if the shares were purchased, all shares as to
which the restrictions shall not have lapsed. In the event of a change in
control of the Company not approved by the directors in office prior to such
change in control, all restrictions upon the transfer of such shares shall
lapse.

As soon as practicable after the restrictions as to any shares have
lapsed, the Company shall pay a cash bonus to the participant equal to the
fair market value of such shares as of the date of such lapse if such shares
were awarded or equal to the excess of the fair market value thereof as of
the date of such lapse over the original purchase price of such shares if
such shares were purchased. The cash bonus is intended to defray the federal
income tax payable at the time restrictions on transfer lapse. The Company
may pay up to five such cash bonuses to any participant, but in no event
shall the aggregate of such cash bonuses payable to any participant be
greater than a sum equal to twice the fair market value of such shares on the
date they were originally acquired.

In the event of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of shares for other
securities, the Restricted Stock Plan provides for appropriate adjustment by
the Committee of the total number of shares which may be offered for award or
purchase under the Plan and in the price, if any, paid for shares under the
Plan.

The Restricted Stock Plan terminates upon the award or sale of all of the
shares available under the Plan. The Board of Directors may terminate or
amend the Restricted Stock Plan but may not, without approval by vote of the
holders of a majority of the shares of Common Stock present in person or by
proxy at a meeting of shareholders duly called, increase the number of shares
reserved for the Plan.

There is no limit to the number of shares that may be granted to any
individual or to the officers and directors of the Company as a group. Each
participant will be required to give a representation in writing that he or
she is acquiring the shares of Common Stock under the Restricted Stock Plan
for his or her own account as an investment and not with a view to, or for
sale in connection with, any distribution thereof. The approximate number of
key employees which it is estimated will participate in the Restricted Stock
Plan at any one time is no more than 35.

34,500 shares were awarded in 1994 under the Restricted Stock Plan.

Also in 1994, restrictions lapsed with respect to 20% of the shares
awarded in prior years under the Restricted Stock Plan and cash bonuses were
paid to the holders thereof as called for by the Plan.

Transactions with Management and Others
On September 19, 1985, the Board of Directors authorized the Company to
purchase from time to time up to 750,000 shares of its Common Stock for
various Company purposes, in the open market or in privately negotiated
transactions. The Company has purchased 636,418 shares of its Common Stock
pursuant to this authority.

In June 1994, a son and a daughter of Mr. Dorme indicated their desire to
each sell 4,000 of their shares in the Company to it. Their offers were
accepted and the Company paid the closing market price of said shares at the
time of the transactions, $61,500, to each of them. In January 1995, another
of Mr. Dorme's daughters and her fiance sold a total of 4,000 shares of
Company stock and the Company paid them the closing market price of such
shares at the time of the transaction, a total of $91,500. The shares sold
were gifts made at various times by Mr. Dorme. In November 1994 and in
February 1995, one of Mr. Lozyniak's sons and the son's wife offered to sell
a total of 9,350 shares of their shares in the Company and the Company paid
them the closing market prices at the time of the transactions, aggregating
$187,656. The shares sold were gifts made at various times by Mr. Lozyniak.

All of the sales were made in connection with purchases of houses by the
sellers.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors, comprised of Frank
A. Gunther, Chairman, Harold Cohan, Russell H. Knisel and Saul Sperber,
submits this report on Executive Compensation to the Company's stockholders.

The Compensation Committee of the Board of Directors believes it has
implemented programs of executive compensation established to achieve the
following objectives:

1. Attract and retain key executives and managers;

2. Align the financial interests of those key executives and managers
with those of the stockholders of the Company; and

3. Reward individual performance commensurate with Corporate
performance.

These objectives are achieved through a combination of compensation
arrangements including base salary, annual cash incentive compensation and
long-term incentive compensation through restricted stock and cash bonus
awards, in addition to medical, pension and other benefits available to
employees in general. The three principal components of Executive Officer
compensation at the Company are base salary, the Incentive Performance Plan
and the 1980 Restricted Stock and Cash Bonus Plan.

The Compensation Committee each year reviews the recommendations of the
Chief Executive Officer as to the amount of his proposed base salary, cash
incentive and long term compensation, if any, and that for the Company's
other executive officers. Factors considered by the Chief Executive Officer
in making his recommendations are typically subjective, such as his
perception of the individual's performance, any planned change in functional
responsibility and unusual contributions to the Company, as well as the
objective criterion of the Company's financial performance. Each of the
members of the Compensation Committee has many years of experience in
business, industry and financial and corporate affairs and utilizes that
experience and its knowledge of the Company's several lines of business in
considering the recommendations of the Chief Executive Officer and in making
the final determinations on executive compensation.

BASE SALARY

The base salaries of the named Executive Officers of the Company are as
set forth above in the Summary Compensation Table and in the outline of their
Employment Agreements dated as of February 1, 1991. Since commencement of the
terms of the Employment Agreements, the compensation rates for the named
Executives, including the Chief Executive Officer, have been increased each
year only to the extent of the annual percentage increase in the consumer
price index for the prior calendar year.

INCENTIVE PERFORMANCE PLAN

The Board of Directors has a policy of awarding bonuses on the basis of
results on both an overall and divisional basis plus individual performance.
As indicated in the above Summary Compensation Table, no bonus was awarded to
the Chief Executive Officer during the last three years under the Incentive
Performance Plan. The Chief Financial Officer was awarded a bonus under the
Plan in 1993 and 1994 as was the General Counsel in 1994. The principal
criterion for a bonus award under that Plan is financial performance,
although the Plan by its terms does not limit itself to that criterion.

RESTRICTED STOCK AND CASH BONUS PLAN

The 1980 Restricted Stock and Cash Bonus Plan is outlined in detail
above. The Plan provides for equity participation as a key part of the
Company's executive compensation program for motivating and rewarding
executives and managers over the long term. Awards of restricted stock have
provided an important link between the executives and the stockholders of the
Company. The key employees selected for share awards under the Plan in 1994
were those who have contributed to the success of the Company and are
expected to contribute materially to its success in the future. The number of
shares awarded in 1994 to the named Executive Officers, their market value,
vesting and related cash bonuses paid are set forth in the above Summary
Compensation Table and footnote (3) thereto. The awards to the named
Executive Officers in 1994 were in recognition of their effective
performance, particularly in connection with the favorable settlement of a
portion of the Fermont Division's claim against the Government for an
equitable adjustment under its 3KW generator set contract.

Respectfully submitted,

Dynamics Corporation of America
Compensation Committee

/s/ Frank A. Gunther
...............................................
Frank A. Gunther, Chairman

/s/ Harold Cohan
...............................................
Harold Cohan

/s/ Russell H. Knisel
...............................................
Russell H. Knisel

/s/ Saul Sperber
...............................................
Saul Sperber

STOCK PERFORMANCE CHART

The following graph compares the cumulative total stockholder return on
the Corporation's Common Stock for the last five fiscal years with the
cumulative total return on the Wilshire 5000 Equity Index and the S&P Hi-Tech
Index over the same period.

Five-Year Total Returns
DCA, S&P Hi-Tech and Wilshire 5000

1989 100 100 100
1990 40 102 94
1991 46 116 126
1992 59 121 137
1993 69 149 153
1994 95 174 153

For the Year Ended December 31,

Assumes $100 invested on January 1, 1990 in Dynamics Corporation of America
common stock, Standard & Poor's Hi-Tech composite, and Wilshire 5000 Equity
Index. Assumes reinvestment of dividends.

PROPOSAL TO RATIFY AND APPROVE THE SELECTION
OF ERNST & YOUNG AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE YEAR 1995

The Company is submitting for approval by the shareholders the Board of
Directors' selection of Ernst & Young as auditors to examine the consolidated
financial statements of the Company for the fiscal year ending December 31,
1995. The Audit Committee of the Board of Directors concurs in this
recommendation. The firm, or a predecessor, has served as the Company's
auditors since 1972.

If the shareholders do not approve the selection of Ernst & Young to
serve as auditors, the directors will, under authority of the By-laws,
appoint other auditors.

Representatives of Ernst & Young will be present at the meeting. They
will have the opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions from the shareholders.

Ernst & Young's auditing-related fees for 1994 aggregated $234,500.

The Board of Directors recommends a vote "FOR" the ratification and
approval of Ernst & Young as independent auditors of the Company for the year
1995. The affirmative vote of the holders of the majority of the shares
represented in person or by proxy at the meeting is required for such
ratification and approval.

RESOLUTION PROPOSED BY SHAREHOLDER

Mr. Kenneth Steiner of 14 Stoner Avenue, Great Neck, New York 11024, who
is the owner of 700 shares of Common Stock, has given notice that he intends
to propose the following resolution for action at the meeting:

"RESOLVED: That the stockholders of Dynamics Corporation of America,
assembled in annual meeting in person and by proxy, hereby request that the
Board of Directors take the steps necessary to provide that at future
elections of directors, new directors be elected annually and not by classes
as is now provided and that on expiration of present terms of directors their
subsequent election shall also be on an annual basis."

SUPPORTING STATEMENT

"The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable
for its implementation of those policies. I believe that the classification
of the Board of Directors, which results in only a portion of the Board being
elected annually, is not in the best interests of the Company and its
stockholders.

The Board of Directors of the Company is currently divided into two
classes serving staggered two- year terms. I believe that the Company's
classified Board of Directors maintains the incumbency of the current Board
and therefore of current management, which in turn limits management's
accountability to stockholders.

The elimination of the Company's classified Board would require each new
director to stand for election annually and allow stockholders an opportunity
to register their views on the performance of the Board collectively and each
director individually. I believe this is one of the best methods available to
stockholders to insure that the Company will be managed in a manner that is
in the best interests of stockholders.

As a founding member of the Investors Rights Association of America, I
believe that concerns expressed by companies with classified boards that the
annual election of all directors could leave companies without experienced
directors in the event that all incumbents are voted out by stockholders, are
unfounded. In my view, in the unlikely event that stockholders vote to
replace all directors, this decision would express stockholder
dissatisfaction with the incumbent directors and reflect the need for change.

I urge your support and vote for this resolution."

The Board of Directors recommends a vote "AGAINST" this resolution. The
affirmative vote of the holders of 80% of the outstanding Common Stock is
necessary to adopt this resolution.

The proposal of Mr. Steiner has been given careful consideration, as have
similar proposals made and not approved by the Company's shareholders several
times in the past. The Board continues to believe that the division of
directors into classes has proven to be prudent and beneficial to the Company
and all of its stockholders because it insures that experienced directors
familiar with the operations of the Company and who have been instrumental in
guiding it through difficult times will be represented on the Board at all
times. It also facilitates stability of leadership and policy which permits
Management to plan for a reasonable period of time into the future.

DATE FOR PROPOSALS FOR NEXT YEAR'S MEETING

Any proposal of a shareholder intended to be presented at the next Annual
Meeting of Shareholders must be received by the Company for inclusion in its
proxy statement and form of proxy relating to that meeting no later than
November 30, 1995.

MISCELLANEOUS

The Company will bear the cost of preparing, assembling and mailing the
proxy, this Proxy Statement and other material which may be sent to
shareholders in connection with this solicitation. Solicitation may be made
by mail, telephone, telegraph and personal interview. The Company may
reimburse persons holding shares in their names or in the names of nominees
for their expense in sending proxies and proxy material to their principals.
In addition, the Company has retained Morrow & Co. at a cost to the Company
of $5,000 to aid in the solicitation of proxies.

The Annual Report of the Company for its fiscal year ended December 31,
1994 is enclosed.

By order of the Board of Directors
Henry V. Kensing
Secretary

Greenwich, Connecticut
March 30, 1995