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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

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FORM 10-K/A
AMENDMENT NO. 1 TO
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1995.

Commission file number 0-10605

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

Delaware                                                        95-2588496
(State of or Other Jurisdiction of                                        (I.R.S. Employer
Incorporation or Organization)                                        Identification No.)

1515 South Manchester Avenue, Anaheim, CA                                          92802
(Address of Principal Executive Offices)                                        (Zip Code)

(714) 774-5000
(Registrant's Telephone Number, Including Area Code)

Securities Registered pursuant to Section 12(b) of the Act:
None

Securities Registered pursuant to Section 12(g) of the Act:

Title of Each Class

Class A Common Stock, $.10 par value

Class B Common Stock, $.10 par value

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
filing requirements for the past 90 days.  YES  X     NO
----      ----
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of September 7, 1995 was approximately $24,516,445.

Check mark indicates that disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X].

As of September 7, 1995, there were 4,831,925 shares of registrant's
Class A Common Stock and 1,161,031 shares of registrant's Class B Common Stock
outstanding.

Documents incorporated by reference into this report:

None.

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PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information regarding all
executive officers and directors of the Company as of August 31, 1995:

Name                              Age       Capacities in Which Served                            
-----------------------           ---       ------------------------------------------------------

Joel Slutzky                      56        Chairman of the Board and Chief Executive Officer

Crandall Gudmundson               64        President and Director

Jerry Muench                      60        Vice President - Marketing, Secretary and Director

Kevin C. Daly, Ph.D.              51        Vice President - Chief Technical Officer and Director,
President - ATL Products, Inc.

Gordon Schulz                     63        Vice President - Mechanical Engineering

James Welch                       61        Vice President - Electrical Engineering

David E. Lewis                    61        Vice President - Commercial Products

Gregory A. Miner                  40        Vice President and Chief Financial Officer

Gary Smith                        38        Vice President and Controller

Ralph Mickelson                   68        Director

Stanley Molasky                   68        Director

Leo Wexler                        85        Director

Paul E. Wright                    64        Director

Messrs. Slutzky, Gudmundson and Muench are founders of the Company.
Mr. Slutzky (age 56) has been Chairman of the Board since the Company's
founding in 1969 and Chief Executive Officer since 1975.  From May 1993 until
January 1994, he assumed the additional responsibilities of Chief Financial
Officer on an interim basis following the retirement of the Company's former
Chief Financial Officer.  In January 1994, Gregory A. Miner joined the Company
as Chief Financial Officer.  Mr. Gudmundson (age 64) has served as President of
the Company since 1975 and has been a director since 1979.  Mr. Muench (age 60)
has served as a director and Secretary since 1969 and as Vice President -
Marketing since 1975.  Dr. Daly (age 51) was appointed a director of the
Company in June 1993 and has served as Vice President-Chief Technical Officer
of the Company since 1987.  Dr. Daly also has been President of the Company's
wholly-owned subsidiary ATL Products, Inc., since its formation in 1993.

Messrs. Molasky and Wexler have been directors of the Company since
1969, and Mr. Mickelson has been a director of the Company since 1975.  For
over ten years, Mr. Mickelson (age 67) has been a senior partner in the Chicago
law firm of Rudnick & Wolfe.  Since 1985, Mr. Molasky (age 68) has been
self-employed as an investor.  For over ten years, Mr. Wexler (age 85) has been
self-employed as an investor.  Mr. Wright (age 64) was appointed an outside
director of the Company in June 1993; he has served as Chairman of Chrysler
Technologies Corp., the aerospace and defense electronics subsidiary of
Chrysler Corporation, since 1988.

Messrs. Schulz and Welch are founders of the Company. Mr. Schulz has
served as Vice President - Mechanical

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Engineering since 1983. Mr. Welch has served as Vice President - Electrical
Engineering since 1983.  Mr. Lewis has served as Vice President - Commercial
Products since 1983.  Mr. Miner has served as Vice President and Chief
Financial Officer since joining the Company in January 1994; previously he
served as Vice President, and Chief Financial Officer and a member of the Board
of Directors of Laser Precision Corporation, a manufacturer of fiber optic test
equipment, since December 1984.  Mr. Smith has served as Controller since 1992
and was appointed Vice President in August 1994; previously he served as
Assistant Controller since 1990 and previous to that as Senior Financial
Analyst since 1986.

ITEM 11.  EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation
for services in all capacities to the Company for the fiscal years ended March
31, 1995, 1994 and 1993 of those persons who were, as of March 31, 1995, the
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company whose total annual salary and bonus exceeded
$100,000 during the year ended March 31, 1995 (the "named officers"):

Summary Compensation Table

Long-Term
Annual               Compensation
Compensation               Awards
-----------------------    -----------------
Restricted
Fiscal                                Stock     Options       All Other
Name and Principal Position     Year         Salary(1)    Bonus      Awards    (Shares)    Compensation(2)
---------------------------    -----         ---------    -----     ---------  --------    ---------------

Joel Slutzky  . . . . . . . .    1995          $284,441   $25,000          -         -        $2,994
Chairman of the Board and      1994           260,906    25,000     $3,616    33,000         3,123
Chief Executive Officer        1993           252,287         -          -    28,000         2,572

Gregory Miner(3)  . . . . . .    1995           201,827    57,500(3)       -         -             -
Vice President and             1994            29,284     7,500          -    23,000             -
Chief Financial Officer

Crandall Gudmundson . . . . .    1995           179,464         -          -         -         2,606
President                      1994           173,864    15,000      2,792    15,000         2,693
1993           154,378         -          -    11,500         1,733

Gordon Schulz . . . . . . . .    1995           179,293         -          -         -         1,890
Vice President -               1994           173,668    10,000      3,008     7,500         1,344
Mechanical Engineering         1993           164,974         -          -    11,000         1,870

James Welch . . . . . . . . .    1995           172,776         -          -         -         1,012
Vice President -               1994           173,400    10,000      2,856     7,500             -
Electrical Engineering         1993           164,195         -          -    11,000             -

- - - -----------------

(1)  Represents all amounts earned during the fiscal years shown, including
amounts deferred under the Company's Executive Deferral Plan and the
Company's 401(k) Plan.

(2)  Represents the Company's matching contribution to the respective
accounts of the named officers under the Company's 401(k) Plan.

(3)  Mr. Miner joined the Company in January 1994.  Pursuant to the
Company's offer of employment to Mr. Miner, he was guaranteed a
minimum level of compensation in his first year of employment.

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Directors who are not associates of the Company receive an annual fee
of $12,000 per year, paid quarterly.  Additionally they receive $1,500 for each
Board meeting attended in person and $250 for each telephone conference Board
meeting.

The Company did not grant any options, under its 1994 Long-Term
Incentive Equity Plan or otherwise, during fiscal 1995 to any of the named
officers.

The following table sets forth certain information with respect to
stock options exercised during fiscal 1995 by each of the named officers:

Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values

Number of Unexercised    Value of Unexercised
Options Held at      In-the-Money Options At
March 31, 1995          March 31, 1995(2)  
---------------------   -----------------------
Shares Acquired          Value
Name            on Exercise         Realized(1)     Exercisable    Unexercisable  Exercisable  Unexercisable
- - - --------------------- -----------------  ------------------- ----------     -----------     ----------  -----------
Class A             Class A         Class A        Class A        Class A      Class A
-------             -------         -------        -------        -------      -------

Joel Slutzky  . . . .      5,600            $13,300            40,300          36,000        $ 7,775         -
Gregory Miner . . . .          -                  -             7,667          15,333              -         -
Crandall Gudmundson .      3,300              7,838            19,550          15,750          4,450         -
Gordon Schulz . . . .      3,200              7,600            16,500          10,500          4,300         -
James Welch . . . . .      3,200              7,600            16,500          10,500          4,300         -

- - - -----------------
(1)  Value is determined by subtracting the exercise price from the fair
market value (the closing price for the Company's Common Stock as
reported by the Nasdaq National Market) as of December 21, 1995 (the
date that the options were exercised) which was $6.75 and multiplying
the resulting number by the number of underlying shares of Common
Stock.

(2)  Value is determined by subtracting the exercise price from the fair
market value (the closing price for the Company's Common Stock as
reported by the Nasdaq National Market) as of March 31, 1995 ($5.50
per share) and multiplying the resulting number by the number of
underlying shares of Common Stock.

The Company has not entered into employment agreements with any of the
officers named in the foregoing tables.  Consequently, there is no agreement or
policy which would result in any such named officer being entitled to severance
payments or any other compensation as a result of such officer's termination.

ASSOCIATE BENEFIT PLANS

The Company maintains a Profit Sharing Plan and Trust (the "Profit
Sharing Plan"), which qualifies under Section 401 of the Internal Revenue Code
of 1986, as amended (the "Code").  The Profit Sharing Plan provides that
associates who meet a six-month service requirement automatically become
participants.  Each fiscal year, the Company, at its discretion, makes a
contribution to the Profit Sharing Plan.  The Company may contribute Class A
Common Stock or cash to the Profit Sharing Plan.  These contributions are
allocated to separate accounts of the participants in proportion to their
relative compensation, and are held in trust and invested.  Participant
accounts are credited with investment gains and losses.  Vesting depends on the
participant's years of service, with contributions being fully vested after the
participant has five years of service.  When an associate leaves the Company,
his account under the Profit Sharing Plan, if vested, becomes distributable in
a lump sum or over a period of time, at the discretion of the Profit Sharing
Plan Administrator.  No contributions were made to the Profit Sharing Plan for
fiscal years 1995, 1994, and 1993.

The Profit Sharing Plan also includes the Odetics, Inc. 401(k) Plan
(the "401(k) Plan").  Under the 401(k) Plan, associates with at least six
months of service with the Company or any subsidiary may elect to defer up to
15% of their annual compensation not to exceed limits set by the Code.  The
maximum deferral for calendar year 1995 is $9,140.

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The Company maintains an Associate Stock Ownership Plan (the "ASOP"),
which qualifies under Section 401 of the Code.  The ASOP provides that
associates who meet a six-month service requirement automatically become
participants.  Each fiscal year, the Company, at its discretion, makes a
contribution to the ASOP.  The Company may contribute Class A Common Stock, or
the cash to buy Class A Common Stock.  These contributions are allocated to
separate accounts of the participants in proportion to their relative
compensation, and are held in trust.  Vesting depends on the participant's
years of service, with contributions being fully vested after the participant
has five years of service.  When an associate leaves the Company, his account
under the ASOP, if vested, is distributed in shares of Class A Common Stock.
The Company did not contribute any shares of Class A Common Stock to the ASOP
for fiscal year 1995.

The Company maintains an Executive Deferral Plan (the "Deferral Plan")
which is intended to provide deferred compensation benefits to designated
executives of the Company who contribute to the Company's growth and success.
Eligible executives may elect to defer up to 75%, but not less than $5,000, of
their annual compensation.  Participation in the Deferral Plan is voluntary and
may be discontinued at any time.  Payment of benefits commences upon the
retirement, death, disability of termination of employment of a participating
executive.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No directors of the Company other than those identified above as
members of the Compensation Committee served on that Committee during fiscal
1995.  No member of the Compensation Committee was an officer or employee of
the Company or its subsidiary during fiscal 1995.  None of the executive
officers of the Company has served on the Board of Directors or on the
compensation committee of any other entity, any of whose officers served either
on the Board of Directors or on the Compensation Committee of the Company.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 7, 1995, the number
and percentage ownership of the Company's Class A Common Stock and Class B
Common Stock by (i) all persons known to the Company to own beneficially more
than 5% of either class of outstanding Common Stock (based upon reports filed
by such persons with the Securities and Exchange Commission), (ii) each of the
named officers in the Summary Compensation Table which appears elsewhere
herein, (iii) each director of the Company and (iv) all executive officers and
directors of the Company as a group.  Except as otherwise indicated, and
subject to applicable community property and similar laws, each of the persons
named has sole voting and investment power with respect to the Common Stock
shown as beneficially owned.  An asterisk denotes beneficial ownership of less
than 1%.

Class A Common Stock                   Class B Common Stock        
---------------------------------------     ---------------------------------
Name and Address            Amount & Nature of                       Amount & Nature of
of Beneficial Owner       Beneficial Ownership(1)   Percent (2)      Beneficial Ownership   Percent (2)
-----------------------------  -----------------------   -----------     ---------------------  ------------ 

Gerald A. Weber . . . . . .           330,868(3)              6.9%           195,524(3)            16.8%
222 N. La Salle, Suite 800
Chicago, Illinois 60601
Joel Slutzky(3)(4)  . . . .            96,607                 2.0%           258,669               22.3%
Crandall Gudmundson(4)  . .            93,879                 2.0%            73,278                6.3%
Jerry Muench(4) . . . . . .            80,017(5)              1.7%            72,860(6)             6.3%
Kevin C. Daly, Ph.D.(4) . .            43,272                 *                    --                 --
James Welch(4)  . . . . . .            82,189                 1.7%            63,375                5.5%
Gordon Schulz(4)  . . . . .            89,578                 1.8%            69,302                6.0%
Gregory A. Miner(4) . . . .             7,667                 *                   --                  --
Leo Wexler  . . . . . . . .             7,288(7)              *               24,728(8)             2.1%
Stanley Molasky . . . . . .            45,002                 *               48,268                4.2%
Ralph R. Mickelson  . . . .            25,825                 *               20,445(9)             1.8%
Paul E. Wright  . . . . . .             8,725                 *                   --                  --
All executive officers and
directors as a group (13
persons)  . . . . . . . . .           635,537               13.2%            634,703               54.7%

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(1)  Included in the shares shown are shares subject to currently exercisable
options as follows: Joel Slutzky, 40,300; Crandall Gudmundson, 19,550;
Jerry Muench, 18,333; Kevin C. Daly Ph.D., 25,800; James Welch, 16,500;
Gordon Schulz, 16,500; Gregory A.  Miner, 7,667; Leo Wexler, 5,325;
Stanley Molasky, 5,325; Ralph R. Mickelson, 5,325; Paul E. Wright, 725;
and all executive officers and directors as a group, 180,573.

(2)  Included as outstanding for purposes of these calculations were 4,831,925
shares of Class A Common Stock or 1,161,031 shares of Class B Common
Stock, as the case may be, outstanding as of September 7, 1995 plus, in
the case of a particular person or group, the shares of Class A Common
Stock or Class B Common Stock, as the case may be, subject to currently
exercisable options (which are deemed to include options exercisable
within 60 days after September 7, 1995) held by that person or group,
which options are specified in note 1.  Other than as described in the
preceding sentence, shares issuable upon exercise of outstanding options
are not deemed to be outstanding for purposes of this calculation.

(3)  All of the shares shown are owned beneficially of record by various trusts
with respect to which Mr. Weber serves as trustee or co-trustee.  Mr.
Weber shares investment and voting power as to 115,528 of the shares of
Class A Common Stock and 120,977 of the shares of Class B Common Stock
shown.  Mr. Weber exercises sole investment and voting power over the
remaining 215,340 shares of Class A Common Stock and 74,547 shares of
Class B Common Stock shown.  The shares of Class A Common Stock and shares
of Class B Common Stock shown includes an aggregate of 274,079 shares of
Class A Common Stock and 141,136 shares of Class B Common Stock,
respectively, held in trust for the benefit of children and relatives of
Mr. Slutzky, as to which shares Mr.  Slutzky has no investment or voting
power and disclaims any beneficial ownership.  The shares of Class A
Common Stock and shares of Class B Common Stock shown also include 27,879
shares of Class A Common Stock and 26,978 shares of Class B Common Stock,
respectively, held in trust for the benefit of the children of Mr. Wexler,
as to which shares Mr. Wexler has no investment or voting power and
disclaims any beneficial ownership.

(4)  The address for each of these persons is 1515 So. Manchester Avenue,
Anaheim, California 92802.

(5)  Also includes 31,114 shares of Class A Common Stock as to which Mr. Muench
shares investment and voting power with his wife.

(6)  Also includes 31,114 shares of Class B Common Stock as to which Mr. Muench
shares investment and voting power with his wife.

(7)  The shares shown do not include 27,879 shares held in trust for the
benefit of relatives of Mr. Wexler, as to which Mr. Wexler has no
investment or voting power and disclaims any beneficial ownership.

(8)  The shares shown include 18,940 shares held in trust for the benefit of
Mr. Wexler and his relatives, as to which Mr. Wexler shares investment and
voting power with his son.  The shares shown do not include 26,978 shares
held in trust for the benefit of relatives of Mr. Wexler, as to which Mr.
Wexler has no investment or voting power and disclaims any beneficial
ownership.

(9)  The shares shown include 18,445 shares held in trust for the benefit of
Mr. Mickelson's wife, as to which Mr. Mickelson shares investment and
voting power with his wife.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No. 1 to be signed on its behalf
by the undersigned, thereunto duly authorized.

ODETICS, INC.

September 25, 1995                     By /s/ Gregory Miner
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Gregory Miner, Chief Financial Officer