FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(Mark One)

[X]             QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended               June 30, 1995
-------------------------------------------------

OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                         to
-----------------------    ---------------------

Commission file number                         0-10605
--------------------------------------------------------

ODETICS, INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE                                        95-2588496
-----------------------------------------------              ------------------
(State or other jurisdiction of incorporation                (I.R.S. Employer
or organization)                                   Identification No.)

1515  SOUTH  MANCHESTER  AVE., ANAHEIM,    CA     92802
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(714) 774-5000
-------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
(Former name, former addressed and former fiscal year,
if changed since last report)

Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
YES  X            NO
----

Indicate the number of shares  outstanding  of each of the issuer's
classes of common stock, as of the latest practicable date.

Number of shares of Common Stock outstanding as of August 07, 1995

Class A Common Stock - 4,810,641 shares.
Class B Common Stock - 1,161,031 shares.

1

INDEX

PART I     FINANCIAL INFORMATION                                           Page

ITEM 1.      CONSOLIDATED STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS ENDED JUNE 30, 1994 AND
1995 (UNAUDITED)                                                3

CONSOLIDATED BALANCE SHEETS AT MARCH 31, 1995
AND JUNE 30, 1995 (UNAUDITED)                                   4

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
THE THREE MONTHS ENDED JUNE 30, 1994 AND
1995 (UNAUDITED)                                                6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                      7

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS                                                      9

PART II    OTHER INFORMATION

ITEM 6       EXHIBITS AND REPORTS ON FORM 8-K                               11

SIGNATURES                                                                  12

2

PART I
ITEM 1  FINANCIAL INFORMATION

ODETICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)
(Unaudited)

Three Months Ended
June 30,
-------------------
1994        1995
-------     -------
Net sales and contract revenues:
Net sales                                                  $17,968     $19,167
Contract revenues                                            4,517       2,270
-------     -------
22,485      21,437

Costs and expenses:
Cost of sales                                               12,315      12,185
Cost of contract revenues                                    2,030       1,359
Selling, general and administrative expenses                 4,911       5,143
Research and development expenses                            2,087       1,730
Interest expense                                               437         680
-------     -------
21,780      21,097
-------     -------

Income before income taxes                                       705         340

Income taxes                                                     240         129
-------     -------

Net Income                                                   $   465     $   211
=======     =======

Weighted average number of shares outstanding                  5,961       5,965
=======     =======

Net income per share of common stock                         $  0.08     $  0.04
=======     =======

See notes to consolidated financial statements.

3

ODETICS, INC.

CONSOLIDATED BALANCE SHEETS
(in thousands)

March 31,   June 30,
1995        1995
(unaudited)
-------     -------
ASSETS
Current Assets
Cash ..............................................     $   378     $   329
Trade accounts receivable .........................      17,813      18,909
Costs and estimated earnings in excess
of billings on uncompleted contracts .........       3,136       3,492

Inventories:
Finished goods ...............................       2,690       2,635
Work in process ..............................       2,702       1,801
Materials and supplies .......................      20,075      19,464
-------     -------
Total inventories ............................      25,467      23,900

Prepaid expenses and other ........................       1,533       1,533
Deferred income taxes .............................       2,683       2,554
-------     -------
Total Current Assets ...................................      51,010      50,717

Property, plant and equipment
Land ..............................................       2,090       2,090
Buildings and improvements ........................      16,948      16,997
Equipment, furniture and fixtures .................      22,727      22,911
-------     -------
41,765      41,998

Less accumulated depreciation .....................     -21,056     -21,614
-------     -------
Net property, plant and equipment .................      20,709      20,384

Other Assets ...........................................         639         870
-------     -------
Total Assets ...........................................     $72,358     $71,971
=======     =======

See notes to consolidated financial statements.

4

ODETICS, INC.

CONSOLIDATED BALANCE SHEETS (cont'd)
(in thousands)

March 31,    June 30,
1995         1995
(unaudited)
-----------   -----------
LIABILITIES AND STOCKHOLDERS' EQUITY                        
Current Liabilities
Trade accounts payable ........................   $     8,155   $     7,271
Accrued expenses ..............................         3,693         2,373
Accrued vacation ..............................         1,178         1,362
Billings in excess of costs and estimated
earnings on uncompleted contracts .......         3,955         4,380
Current portion of long-term debt .............         1,296         1,222
-----------   -----------
Total current liabilities ..........................        18,277        16,608

Long-term debt - Less current portion ..............        25,757        26,812

Deferred income taxes ..............................           588           599

Stockholders' equity
Preferred stock, authorized 2,000,000 shares;
none issued .................................          --            --
Common  stock, authorized 10,000,000
shares of class A and 2,600,000
shares of class B; 4,803,988
shares of class A and 1,161,031  shares
of class B issued and outstanding at
June 30, 1995 - $.10 par value ..............           595           596
Paid-in capital .................................        21,067        21,067
Foreign currency translation ....................            46            50
Retained earnings ...............................         6,028         6,239
-----------   -----------
Total stockholders' equity .........................        27,736        27,952

-----------   -----------
Total liabilities and stockholders' equity .........   $    72,358   $    71,971
===========   ===========

See notes to consolidated financial statements.

5

ODETICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

Three Months Ended
June 30,
--------------------
1994        1995
--------    --------
Operating activities
Net income ............................................   $    465   $    211
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization .....................        538        563
Provision for inventory reserves ..................        543        152
Provision for losses on accounts receivable .......          0         43
Provision for deferred income taxes ...............        240         11
Foreign currency translation gain .................          4          4
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable ......        946     (1,139)
(Increase)  in costs and estimated earnings
in excess of billings on uncompleted contr ...        (40)      (356)
(Increase) Decrease in inventories and prepaid
expenses .....................................     (2,520)     1,544
(Increase) in other assets ......................       (264)      (236)
(Decrease) in accounts payable and
accrued expenses .............................     (2,401)    (2,020)
Increase (Decrease) in billings in excess of cost
and estimated earnings on uncompleted
contracts .....................................       (876)       425
--------    --------
Net cash used in operating activities ...................     (3,365)      (798)

Investing activities
Purchases of property, plant, and equipment ...........       (769)      (233)
--------    --------
Net cash used in investing activities ...................       (769)      (233)

Financing activities
Proceeds from revolving line of credit and
long-term borrowings ................................      5,730     10,750
Principal payments on line of credit, long-term
debt and capital lease obligations ..................     (1,875)    (9,769)
Proceeds from sale of common stock ....................        374          1
--------    --------
Net cash provided by financing activities ...............      4,229        982
--------    --------

Increase (decrease) in cash .............................         95        (49)

Cash at beginning of year ............................        172        378
--------    --------
Cash at June 30 .........................................   $    267   $    329
========    ========

See notes to consolidated financial statements.

6

ODETICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 -       In  the  opinion  of  management,   the  accompanying   unaudited
consolidated   financial   statements   contain  all  adjustments
consisting  of normal  recurring  accruals  necessary  to present
fairly the Company's  consolidated  financial position as of June
30,  1995 and the  consolidated  results of  operations  and cash
flows for the  three-month  periods ended June 30, 1994 and 1995.
Certain information and footnote disclosures normally included in
the financial  statements  prepared in accordance  with generally
accepted  accounting  principles  have been  condensed or omitted
pursuant  to the  rules and  regulations  of the  Securities  and
Exchange   Commission.   The  results  of   operations   for  the
three-month  period  ended  June  30,  1995  are not  necessarily
indicative of those to be expected for the entire year.

Note 2 -       Income tax expense  for the  three-month  periods  ended June 30,
1994 and 1995  have been  provided  at the  estimated  annualized
effective tax rates based on the  estimated  income tax liability
or asset and change in deferred taxes for their respective fiscal
years. Deferred taxes result primarily from temporary differences
in the reporting of income for financial statement and income tax
purposes.  These  differences  relate  principally  to the use of
accelerated cost recovery  depreciation methods for tax purposes,
capitalization   of   interest   and  taxes  for  tax   purposes,
capitalization of computer software costs for financial statement
purposes,  deferred  compensation,  other payroll  accruals,  and
reserves for  inventory  and accounts  receivable  for  financial
statement   purposes   and  general   business   tax  credit  and
alternative minimum tax credit carryforwards for tax purposes.

Note 3 -       Long-term Debt
(in thousands)
March 31,         June 30,
1995               1995
--------          --------

Line of credit                         $14,100           $13,800
Mortgage note                           11,829            11,637
Contracts payable                        1,124             2,597
-------           -------
27,053            28,034
Less current portion                     1,296             1,222
-------           -------
$25,757           $26,812
=======           =======

During April 1995, the Company  secured  borrowings of $1,750,000
collateralized  by  equipment,  payable in  monthly  installments
through March 1999, including interest at 8.99%.

Note 4 -       On November  15,  1994,  the Company  filed suit in the  Superior
Court of Los Angeles,  California ("California Action"),  against
E-Systems, Inc. for breach of contract due to cancellation of all
remaining  purchase  orders  for ATL  Products'  DataLibrary  and
DataTower  products under an agreement which extended until 1996.
Additionally, the

7

Company's  suit  claims  breach of  contract  for the  return and
cancellation  of a purchase  order for ATL Products' ACL 5480 and
ACL 2640  products.  Shortly  prior to the  filing  of the  suit,
E-Systems  had  notified the Company of its  cancellation  of all
purchase  orders  under the  above  mentioned  agreements  due to
alleged product reliability problems.

On  February  2,  1995,  E-Systems  filed  a  countersuit  in the
District  Court of Dallas,  Texas ("Texas  Action"),  against the
Company for breach of good faith and fair  dealing  whereby it is
alleged  that the Company did not provide  reliable  "commercial"
products--ATL   Products'   DataLibrary   Systems  and  DataTower
Systems.  The Company believes the claims of the countersuit from
E-Systems are without merit and will be vigorously defended.

On  May  15,  1995,  E-Systems  filed  a  cross-complaint  in the
California  Action   ("California   Cross-Complaint").   Although
somewhat   differently   phrased  than  the  Texas  Action,   the
California  Cross-Complaint appears to seek recovery for the same
claims as made by E-Systems in the Texas Action.  The  California
Cross-Complaint  is  stated  in two  counts,  one  pertaining  to
DataLibraries  and one  pertaining  to  DataTowers.  The  Company
believes the claims of the California Cross-Complaint are without
merit and will be vigorously defended.

Both  the  initial  suit  and   countersuit  are  in  preliminary
discovery and other pretrial  investigation  proceedings and will
proceed  concurrently  in  the  California  Court.  The  ultimate
outcome  of  the  litigation   cannot  presently  be  determined.
Accordingly,  no  provision  for any losses or recovery  that may
occur from the ultimate  resolution  of the  litigation  has been
made in the accompanying financial statements.

8

ODETICS, INC.

ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Net sales and  contract  revenues  for the first  quarter of fiscal year
1996 decreased approximately  $1,048,000,  or 4.7% compared to the first
quarter  of the  prior  fiscal  year.  The  components  of this  overall
reduction  consisted  of a decrease  in  contract  revenues  (government
products) of  approximately  $2,247,000,  or 49.8%,  which was partially
offset  by  an  increase   in  net  sales   (commercial   products)   of
approximately $1,199,000, or 6.7%.

The 6.7% growth in  commercial  net sales was primarily due to increased
sales in the Company's  Broadcast  Division.  The  Broadcast  Division's
sales growth  reflected an increase in shipments of its SpotBank(TM) and
the  CacheMachine(TM)  along with initial  revenue  shipments of its new
Prophet(TM) system. The Company's wholly owned subsidiary, ATL Products,
Inc.  ("ATL"),  experienced a decrease in revenues  compared to the same
period in the prior  fiscal year.  This  decrease was due to the absence
this year of a major customer,  E-Systems, which comprised approximately
12% of Odetics' total first quarter net sales and contract  revenues for
the first quarter of fiscal 1995.  Government product revenues decreased
primarily due to the slowdown in  government  spending and the Company's
transition away from certain government markets.

Cost of sales and  contract  revenues as a  percentage  of net sales and
contract  revenues  declined  from 63.8% for the first quarter of fiscal
1995 to 63.2% as a result of a sales mix  favoring  products  with lower
product cost of sales in the current year first quarter.

Selling,   general  and   administrative   (SG&A)   expenses   increased
approximately  $232,000 to 24.0% of net sales and contract  revenues for
the first  quarter of fiscal 1996  compared to 21.8% for the  comparable
quarter  in fiscal  year 1995.  SG&A  expenses  increased  for the first
quarter  compared  to the same  period in the prior  fiscal  year due to
increased  expenses related to expanding foreign  operations in Odetics,
Europe Ltd.,  and Odetics,  Asia Pacific,  Pte.,  and increased  selling
expenses for commissions and advertising related to increased commercial
product  sales and the  timing of the  Company's  attendance  at certain
trade shows.

Research and development (R&D) expenses decreased approximately $357,000
to 8.1% of net sales and  contract  revenues  for the first  quarter  of
fiscal  year 1996  compared to 9.3% for the first  quarter of 1995.  The
decrease  in R&D  expenses  as a  percentage  of net sales and  contract
revenues  reflected the effect of certain  cost-cutting  measures  taken
during the second half of fiscal 1995 and  completion  of certain  major
R&D programs in the fourth quarter of fiscal 1995.

9

Interest expense increased  approximately $243,000 for the first quarter
of fiscal 1996  compared to the same period during the prior fiscal year
primarily due to increased  line of credit  borrowing and increased cost
of borrowings.

The  effective  income tax rate was 38% for the first  quarter of fiscal
1996  compared  to a 34% tax rate for the same period of the prior year.
The increase in the effective tax rate  projected for fiscal 1996 is due
to a reduction  in the effect of general  business  tax credits on total
income tax expense.

Liquidity and Sources of Capital

Although the Company  reported  net income of $211,000  during the first
quarter  of  fiscal  1995,  it used  $798,000  of cash  to  support  its
operating  activities.  Product  deliveries  late in the  first  quarter
contributed to an increase in accounts  receivable of $1,139,000 at June
30, 1995, which  constrained cash flows from operating  activities.  The
Company also used  operating cash flows to reduce  accounts  payable and
other accrued  liability  balances.  The Company has a $17,000,000  bank
line of credit providing for borrowings generally at or below the bank's
prime  rate.  Borrowings  are  available  for  general  working  capital
purposes,  and at June 30, 1995,  $3,200,000 was available for borrowing
under  the  line.  The  Company  anticipates  that  net cash  flow  from
operating  activities in conjunction  with its bank credit  arrangements
will  be  sufficient  to  execute  its  operating  plans  and  meet  its
obligations  on a timely  basis.  The Company does not have any material
commitments for capital expenditures as of June 30, 1995.

10

ODETICS, INC.

PART II OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

None

(b)  Reports on Form 8-K

There were no  reports on Form 8-K filed for the  three-month
period ended June 30, 1995.

11

ODETICS, INC.

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

ODETICS, INC.
(Registrant)

By  /s/ Gregory A. Miner
---------------------------------------

Gregory A. Miner
Vice President, Chief Financial Officer

By  /s/ Gary Smith
---------------------------------------

Gary Smith
Vice President, Controller
(Principal Accounting Officer)

Date   August 14, 1995
------------------  

12

<ARTICLE> 5

<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              MAR-31-1996
<PERIOD-START>                                 APR-01-1995
<PERIOD-END>                                   JUN-30-1995
<CASH>                                         329,000
<SECURITIES>                                         0
<RECEIVABLES>                               18,909,000
<ALLOWANCES>                                         0
<INVENTORY>                                 23,900,000
<CURRENT-ASSETS>                            50,717,000
<PP                                      41,998,000
<DEPRECIATION>                             (21,614,000)
<TOTAL-ASSETS>                              71,971,000
<CURRENT-LIABILITIES>                       16,608,000
<BONDS>                                              0
<COMMON>                                       596,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                  27,356,000
<TOTAL-LIABILITY-AND-EQUITY>                71,971,000
<SALES>                                     21,437,000
<TOTAL-REVENUES>                            21,437,000
<CGS>                                       13,544,000
<TOTAL-COSTS>                               13,544,000
<OTHER-EXPENSES>                             6,873,000
<LOSS-PROVISION>                                43,000
<INTEREST-EXPENSE>                             680,000
<INCOME-PRETAX>                                340,000
<INCOME-TAX>                                   129,000
<INCOME-CONTINUING>                            211,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   211,000
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04