ALLIED RESEARCH CORP
10-Q, 1995-11-09
ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES)
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                          UNITED STATES
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C. 20549
                                
                            Form 10-Q



Mark one
(X)  QUARTERLY  REPORT PURSUANT TO SECTION 13  OR  15(d)  of  the
     Securities Exchange Act of 1934

               For the period  ended September 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          0-2545

                     ____________________

                  Allied Research Corporation
       __________________________________________________
     (Exact name of Registrant as specified in its charter)

      Delaware                               04-2281015
(State or other jurisdiction of           (I.R.S. Employer Number)
incorporation or organization)

                  8000 Towers Crescent Drive, Suite 750
                            Vienna,  Virginia                    22182
                 (Address of principal executive offices)      (Zip Code)

Registrant's    telephone   number,    including    area    code:
(703) 847-5268

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 September 30, 1995: 4,414,062.

<PAGE>

                   ALLIED RESEARCH CORPORATION
                                
                              INDEX


     
                                                                         PAGE
PART I.   FINANCIAL INFORMATION - UNAUDITED                              NUMBER



     Item 1.   Financial Statements



     Condensed Consolidated Balance Sheets

           December 31, 1994 and September 30, 1995                      2,3



     Condensed Consolidated Statements of Earnings

           Three months and nine months ended September 30, 1995 and 1994  4



     Condensed Consolidated Statements of Cash Flows

           Nine months ended September 30, 1995 and 1994                 5,6


 
     Notes to Condensed Consolidated Financial Statements                  7



    Item 2.Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       12



PART II.  OTHER INFORMATION                                               15

<PAGE>

                   Allied Research Corporation
                                
              CONDENSED CONSOLIDATED BALANCE SHEETS
                                
                     (Thousands of Dollars)
                                
                             ASSETS
                                
                           (Unaudited)


<TABLE>
<CAPTION>



                                                    September 30, 1995   December 31, 1994
<S>                                                  <C>                 <C>
CURRENT ASSETS
   Cash and equivalents, including restricted cash     $35,295           $  43,606
   Accounts receivable                                  10,676              21,805
   Costs and accrued earnings on uncompleted contracts  12,527               8,391

   Inventories                                           4,703               4,333
   Prepaid expenses                                      1,742               1,004
                                                                 
            Total current assets                        64,943              79,139
                                                                 
PROPERTY, PLANT AND EQUIPMENT  -  AT COST
  Buildings                                             11,585              11,411
  Machinery and equipment                               31,845              31,118
                                                        43,430              42,529
  Less accumulated depreciation                         28,605              28,155
 
                                                        14,825              14,374
  Land                                                   1,334               1,323
                                                                 
            Total property, plant and equipment         16,159              15,697

                                                                 
OTHER ASSETS                                                     
  Deposit - restricted cash                                  -               6,400
  Intangibles                                            6,955               5,919
  Other                                                    245                 231
                                                                 
           Total other assets                            7,200              12,550
                                                                 
                                                       $88,302            $107,386

</TABLE>

The accompanying notes are an integral part of these statements.
       
                                2
<PAGE>

                  Allied Research Corporation

       CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED

                     (Thousands of Dollars)

                          LIABILITIES

                          (Unaudited)





                                   September 30, 1995    December 31, 1994
                                                                 
CURRENT LIABILITIES                                              
    Notes payable                           $  1,030         $        594
    Current maturities of long-term debt      18,552               25,802

    Accounts  and  trade  notes payable       10,437               21,452

    Accrued liabilities                        7,895               12,427
    Customer deposits                         13,085                1,534
    Income taxes                                 856                  883
                                                                 
         Total current liabilities            51,855               62,692

                                                                 
LONG-TERM  DEBT, less  current maturities     10,722               14,108

                                                                 
DEFERRED INCOME TAXES                            662                  765
                                                                 
MINORITY INTEREST                                  -                  123
                                                                 
STOCKHOLDERS' EQUITY                                             
   Preferred stock, no par value; authorized, 
   10,000 shares none issued                       -                    -
   Common stock, $.10 per share; authorized  
   par  value,  10,000,000 shares; issued 
   and outstanding 4,414,062 in 1995 and 
   4,398,448 in 1994                             441                  440


   Capital in excess of par value             10,715               10,658

   Retained earnings                          10,422               14,689
   Accumulated foreign currency       
   translation adjustment                      3,485                3,911
                                                                 
      Total stockholders' equity              25,063               29,698

                                                                 
                                             $88,302             $107,386

The accompanying notes are an integral part of these statements.
       
                                3

<PAGE>

                  Allied Research Corporation

         CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

                     (Thousands of Dollars)

                          (Unaudited)



                                         Three months ended  Nine months ended
                                                                
                                            September 30,      September 30,
                                          1995       1994     1995      1994
                                                                
Revenue                                  $16,530   $  8,694  $38,958   $53,085
                                                                
Cost and expenses                                               
    Cost of sales                         13,947      9,128   33,741    47,762
    Selling and administrative             2,128      3,020    7,903     9,175

    Research and development                 181        448      674     1,623
                                          16,256     12,596   42,318    58,560
                                                                
       Operating income (loss)               274     (3,902)  (3,360)   (5,475)

Other income (deductions)
    Interest expense                        (695)      (245)  (2,273)   (1,740)
    Interest income                          546      1,254    1,617     2,483
    Other - net                              160        330      372       318
                                              11      1,339     (284)    1,061
                                                 
                                                                 
      Earnings (loss) before income taxes    285     (2,563)  (3,644)   (4,414)
                
Income taxes                                  70         70      623       250
                                           
                                                                
      NET EARNINGS (LOSS)              $     215    $(2,633) $(4,267)  $(4,664)
                                                                
Net income (loss) per common share     $     .05    $  (.60) $  (.97)  $ (1.06)
                                                                
Weighted average number of shares      4,409,577  4,359,091 4,404,146 4,394,197


The accompanying notes are an integral part of these statements.
       
                                4

<PAGE>

                  Allied Research Corporation

        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                     (Thousands of Dollars)

                          (Unaudited)





                                                Nine months ended
                                                   September 30
Increase (decrease) in cash and equivalents        1995     1994

                                                                 
Cash flows from operating activities                             
    Net earnings (loss)                          $(4,267)   $(4,664)
    Adjustments to reconcile net earnings to 
      net cash provided by (used in)
      operating activities
        Depreciation and amortization              1,734        920

        Common stock award                             -        202
        Changes in assets and liabilities
           (Increase) decrease in
              Accounts receivable                 11,187     40,917

              Costs and accrued earnings 
               on uncompleted contracts           (3,039)     7,201
                         
              Inventories                           (130)     1,348
              Prepaid expenses and other assets     (453)    (2,880)

            Increase (decrease) in
               Accounts payable, accrued 
                liabilities and customer           
                deposits                          (4,129)   (34,536)
               Income taxes                         (125)    (3,406)
                                                                 
                   Net cash provided by 
                    operating activities             778      5,102

                                                                 
Cash flows (used in) investing activities
    Capital expenditures                            (925)    (3,206)
    Acquisitions (net of cash acquired)           (2,600)    (3,800)
                                                                 
                   Net cash (used in)             (3,525)    (7,006)
                    investing activities

The accompanying notes are an integral part of these statements.
       
                                5


<PAGE>

                  Allied Research Corporation

  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                     (Thousands of Dollars)

                          (Unaudited)





                                                     Nine months ended
                                                      September 30
                                                       1995     1994
                                                                 
Cash flows from financing activities                             
    Principal payments of long-term debt              (4,309)    (227)

    Net increase in long-term borrowings               1,281      433

    Net increase (decrease) in short-term borrowings  (9,180)  (6,088)
     
    Stock option/stock plan                               58       40
    Common shares purchased and retired                    -   (3,513)

    Deposits - restricted cash                         6,400    7,647
                                                                 
             Net cash (used in) financing activities  (5,750)    (708)

                                                                 
Effects of exchange rate changes on cash                 186    3,311

                                                                 
            NET INCREASE (DECREASE) IN                           
            CASH AND CASH EQUIVALENTS                 (8,311)     699
                                                                 
Cash and equivalents at beginning of year             43,606   44,641

                                                                 
Cash and equivalents at end of period                $35,295   $45,340

Supplemental Disclosures of Cash                                 
Flow Information
    Cash paid during the period for                              
        Interest                                     $ 1,002   $ 1,924
        Taxes                                            373     5,508

The accompanying notes are an integral part of these statements.
       
                                6


<PAGE>

                   Allied Research Corporation
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      September 30, 1995
                     (Thousands of Dollars)

                          (Unaudited)


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    The condensed consolidated balance sheets as of September 30,
  1995   and   December  31,  1994,  the  condensed  consolidated
  statements   of   earnings   and  the  condensed   consolidated
  statements  of  cash flows for the nine months ended  September
  30,  1995  and 1994, have been prepared by the Company  without
  audit.   In  the opinion of management, all adjustments  (which
  include only normal recurring adjustments) necessary to present
  fairly  the  financial  position,  results  of  operations  and
  changes  in cash flow at September 30, 1995 and 1994 have  been
  made.

  Certain  information and footnote disclosures normally included
  in  financial statements prepared in accordance with  generally
  accepted  accounting principles have been condensed or omitted.
  It  is  suggested  that these condensed consolidated  financial
  statements   be   read  in  conjunction  with   the   financial
  statements   and  notes  thereto  included  in  the   Company's
  December  31,  1994  Form 10-K filed with  the  Securities  and
  Exchange  Commission, Washington, D.C. 20549.  The  results  of
  operations  for the period ended September 30,  1995  and  1994
  are  not  necessarily indicative of the operating  results  for
  the full year.


NOTE 2 - PRINCIPLES OF CONSOLIDATION

  The  condensed  consolidated financial statements  include  the
  accounts   of   Allied   Research   Corporation   (a   Delaware
  Corporation)   and  the  Company's  wholly-owned  subsidiaries,
  Mecar,  S.A.  (a Belgian Company), Allied Research  Corporation
  Limited (a United Kingdom Company), Barnes & Reinecke, Inc.  (a
  Delaware  Corporation),  and  ARC Services,  Inc.  (a  Delaware
  Corporation).

  Mecar, S.A.'s wholly-owned Belgian subsidiaries include,  Mecar
  Immobliere  S.A.,  Sedachim,  S.I.,  Tele  Technique  Generale,
  Management  Export Services, N.V., I.D.C.S.,  N.V.  (which  was
  acquired  May 9, 1995), VSK France (which was recently  formed)
  and  VSK  Electronics  N.V. and its wholly-owned  subsidiaries,
  Classics,   B.V.B.A.  Detectia,  N.V.  and  Belgian  Automation
  Units,  N.V.,  (collectively  "The  VSK  Group").   A  minority
  interest   owned   by  VSK  Electronics  in  Building   Control
  Services, N.V. (BCS) was accounted for under the equity  method
  in 1994. BCS was liquidated in 1995.

  The  VSK  Group  acquisitions were accounted for as  purchases,
  and  revenue and results of operations from June 1,  1994   and
  May 9, 1995 (dates of acquisition), have been consolidated.

  Significant  intercompany transactions have been eliminated  in
  consolidation.


NOTE 3 - ACQUISITION

  On  May 31, 1994, the Company's wholly-owned subsidiary,  Mecar
  S.A., acquired The VSK Group, a group of Belgian companies,  as
  well  as  a  minority  interest  in  a  Belgian  company,   for
  approximately  $6,072 and on May 9, 1995, Mecar, S.A.  acquired
  I.D.C.S.,  N.V. a Belgian company and its minority interest  in
  Belgian Automation Unites, N.V. for a total of $2,972.

                                       7

<PAGE>


                   Allied Research Corporation
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                      September 30, 1995
                     (Thousands of Dollars)

                          (Unaudited)




NOTE 3 - ACQUISITION - Continued

  The   companies   manufacture,  distribute   and   service   an
  integrated  line  of  industrial security  products,  including
  devices  such  as  building  access control,  parking  control,
  intrusion and fire detection and intrusion and fire alarms.

  The  acquisitions have been accounted for as purchases and  the
  purchase prices in excess of the net assets acquired have  been
  reflected  in  intangibles.  The financial  statements  include
  the  result  of operations since the dates of acquisition.  Pro
  forma  financial data for these acquisitions prior to the dates
  of  acquisition  would not have a material effect  on  reported
  results.

                             May 9, 1995  May 31, 1994
                                               
Fair   value   of   tangible   $2,587    $7,720
assets acquired
Liabilities assumed               855     6,285
Net assets acquired             1,732     1,435
Cash paid                       2,972     6,072
                                               
Excess  of cost over  assets   $1,240    $4,637
acquired


NOTE 4 - RESTRICTED CASH

  Mecar  is  generally required under the terms of its  contracts
  with  foreign governments to provide performance bonds, advance
  payment  guarantees and letters of credit.  The credit facility
  agreements   used   to   provide  these  financial   guarantees
  generally  place restrictions on cash deposits and other  liens
  on  Mecar's assets, until the customer accepts delivery.   Cash
  deposits totaling approximately $32,413 and $35,848 ($6,400  of
  which  is  classified as long-term) at September 30,  1995  and
  December  31, 1994, respectively, are restricted or pledged  as
  collateral  for  various bank agreements and are  comprised  as
  follows:

                                              1995           1994
                                                                 
        Credit  facility and related       $32,047        $34,542
        term loan agreements
        Other  bank  guarantees  and           366          1,222
        letters of credit
        Notes payable                            -             84
                                                                 
                                           $32,413        $35,848

                                    8

<PAGE>

                   Allied Research Corporation
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                      September 30, 1995
                     (Thousands of Dollars)

                          (Unaudited)


NOTE 5 - INVENTORIES

  Inventories consist of the following:

                                     September 30, 1995  December 31, 1994
                                                                 
        Raw materials and supplies          $4,703         $4,333


NOTE 6 - NOTES PAYABLE

  At  September  30, 1995 and December 31, 1994,  secured  short-
  term  loans of $1,030 and $594, respectively, were outstanding.
  In  June 1995, BRI amended its credit facility to two $500 term
  loan  facilities for capital improvements and a $750  revolving
  line-of-credit  which had an outstanding  balance  of  $345  at
  September   30,  1995.  The  current  portion  of   term   note
  outstanding  at  September 30, 1995 is $148.   The  line  bears
  interest  at  the rate of prime plus 1.75% and  is  secured  by
  BRI's  eligible  accounts  receivable and  Allied's  guarantee.
  The  former  agreement  was  a $1,000 revolving  line-of-credit
  agreement  which  had  an outstanding balance  of  $500  as  of
  December 31, 1994.


NOTE 7 - CREDIT FACILITY

  Mecar  is  obligated  under an amended  credit  agreement  (the
  Agreement) with a banking pool comprised of four foreign  banks
  that  provided  credit  facilities  primarily  for  letters  of
  credit,   bank  guarantees,  performance  bonds   and   similar
  instruments   required  for  specific  sales  contracts.    The
  Agreement  provides for certain bank charges and  fees  as  the
  line  is  used,  plus  an annual fee of approximately  1.1%  of
  guarantees  issued.   In July, 1995, the  credit  facility  was
  amended  to cover certain new orders received.  As of September
  30,  1995,  guarantees  of $3,441 under  the  former  agreement
  remain outstanding.

  Advances under the credit facility were secured by deposits  of
  $27,064  at  September  30, 1995 and  deposits  of  $31,360  at
  December  31, 1994, $6,400 of which is classified as  long-term
  deposit  at December 31, 1994.  Amounts outstanding  were  also
  collateralized by pledges of approximately $25,000  on  Mecar's
  assets, letters of credit and certain funds received under  the
  contracts  financed.  The Agreement provides  for  restrictions
  on  payments  or  transfers to Allied and ARCL  for  management
  fees,  intercompany  loans, loan payments, the  maintenance  of
  certain  net worth, income and loss levels and the  payment  of
  bank fees and charges as defined in the Agreement.

  The   term  deposits  were  borrowed  to  secure  approximately
  $17,474   and  $34,500  of  financing  for  the  period   ended
  September 30, 1995 and December 31, 1994, respectively.

  The   Company   is  also  liable  for  guarantees   and   other
  instruments   issued  on  its  behalf  by  other  banks   which
  approximate   $366   at   September   30,   1995,   which   are
  collateralized by $469 of time deposits.

                                  9
<PAGE>

                   Allied Research Corporation
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                      September 30, 1995
                     (Thousands of Dollars)

                          (Unaudited)


NOTE 7 - CREDIT FACILITY - Continued

  Mecar  is  obligated on a $5,000 mortgage on its  manufacturing
  and  administration facilities.  As amended, the balance of the
  loan   is   payable   in  annual  principal   installments   of
  approximately $600 commencing in January 1996 (except  for  the
  annual  principal  installment  in  the  year  2000  which   is
  approximately  $800) and the entire balance  matures  in  2004.
  The  Company is also obligated on a mortgage on The VSK Group's
  building which has a balance due of $400 due in 20 years.   The
  mortgage  is  payable  in  annual  installments  of  $20   plus
  interest.   In  addition,  the  Company  is  obligated  on   an
  outstanding loan for the acquisition of I.D.C.S., N.V.  in  the
  amount  of  $1,822 payable in annual installments of  $91  plus
  interest.


NOTE 8 - LONG-TERM FINANCING

 Scheduled  annual  maturities  of long-term  obligations  as  of
 September 30, 1995 are as follows:

       Year                     Amount
                                      
       1996                    $18,552
       1997                        650
       1988                        650
       1999                        650
   Thereafter                    8,772
                               $29,274

NOTE 9 - INCOME TAXES

  The  Company  adopted the provisions of Statement of  Financial
  Accounting  Standards No. 109, "Accounting  for  Income  Taxes"
  ("SFAS No. 109") in 1993.

  The  provision  for income taxes differs from  the  anticipated
  combined  federal  and state statutory rates due  to  operating
  losses and earnings from foreign subsidiaries.

  The  Company's  Belgian subsidiaries have unused net  operating
  losses  of  approximately $20,000 at September 30, 1995,  which
  under  Belgian  law cannot be carried back but may  be  carried
  forward indefinitely, and are subject to annual limitations.

  As  of  December 31, 1995, the Company had unused  foreign  tax
  credit  carryforwards  of  approximately  $1,003  which  expire
  through 2009.

  Deferred  tax  liabilities have not been recognized  for  bases
  differences  related  to investments in the  Company's  Belgian
  and  United  Kingdom  subsidiaries.  These  differences,  which
  consist  primarily  of  unremitted  earnings  intended  to   be
  indefinitely  reinvested, aggregated approximately  $30,000  at
  December   31,   1994.   Determination   of   the   amount   of
  unrecognized deferred tax liabilities is not practicable.

                               10
<PAGE>

                   Allied Research Corporation
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                      September 30, 1995
                     (Thousands of Dollars)

                          (Unaudited)


NOTE 10 - EARNINGS (LOSS) PER SHARE

  Stock  options outstanding have not been included  in  the  per
  share  computation because there would not be a material effect
  on earnings (loss) per share.


NOTE 11 - RESTRUCTURING CHARGE

  In  the fourth quarter of 1993, the Company recorded an accrual
  for  restructuring costs totaling $2,883 ($.44 per share  after
  taxes)  related  to its Belgian manufacturing operations.   The
  charge  provided for estimated employee severance,  retraining,
  early  retirements and related costs attributable to a  planned
  workforce  reduction  initiated  in  late  1993.   The  company
  anticipated  that  it  would  eliminate  over  the  next  years
  approximately  32  permanent  and  120  temporary  factory  and
  administrative positions.  The reductions were  the  result  of
  efficiencies  implemented over the past several years,  current
  backlog  levels  and anticipated future workforce  requirements
  for  Mecar's core defense operations, as well as those expected
  to   be  redeployed  as  part  of  prospective  diversification
  ventures.  During 1994, the Company increased the provision  by
  $326  to  cover  additional terminations.  As of  December  31,
  1994,  the restructuring has been substantially completed,  and
  the   provision   has   been   fully   utilized,   except   for
  approximately $64 which was disbursed in early 1995.

                                     11
<PAGE>


                   Allied Research Corporation
             MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITIONS AND RESULT OF OPERATIONS
                      September 30, 1995
                     (Thousands of Dollars)

                          (Unaudited)



  The  Company  conducts  its business through  its  wholly-owned
  subsidiaries:   Mecar, S.A., ("Mecar"), a Belgian  corporation,
  and  its subsidiaries, Mecar Immobliere, S.A., Sedachim,  S.I.,
  as  well  as  Tele  Technique Generale, VSK Electronics,  N.V.,
  Management   Export   Services,   N.V.,   Classics,   B.V.B.A.,
  Detectia,   N.V.,  I.D.C.S.,  N.V.,  VSK  France  and   Belgian
  Automation  Units, N.V. ("The VSK Group"); Barnes  &  Reinecke,
  Inc.,  ("Barnes")  a  Delaware  corporation,  headquartered  in
  Illinois;  Allied Research Corporation Limited,  ("Limited")  a
  U.K.  Company; and ARC Services, Inc., ("Services") a  Delaware
  corporation,   headquartered   in   Vienna,   Virginia.    This
  discussion  refers to the financial condition  and  results  of
  operations of the Company on a consolidated basis.

  Sales

  Revenue  for the first nine months of 1995 was $38,958,  a  27%
  decrease  from  the comparable period in 1994, due  to  Mecar's
  decrease  in revenue.  Mecar revenue was $18,687, or  down  40%
  compared  to  the  period  ended September  30,  1994.   Barnes
  revenues  was  $7,236, up 24% compared to the  same  period  in
  1995.   Limited did not have revenues this period  or  in  last
  year's comparable period.  Services had revenues of $35 in  the
  1995  period  but did not have revenues in the comparable  1994
  period.   VSK  had revenues of $13,000 for the period  and  did
  not  have  comparable revenues in last year's period  since  it
  was acquired May, 1994.

  Revenue  for the quarter ended September 30, 1995 was  $16,530,
  a  90%  increase  from revenue for the quarter ended  September
  30,  1994  of $8,694.  Mecar recognized revenue of $10,938  for
  the  quarter ended September 30, 1995, a 63% increase from  the
  quarter  ended September 30, 1994.  Barnes' revenue  of  $3,231
  for  the  quarter  ended September 30, 1995 constituted  a  64%
  increase  over  the quarter ended September  30,  1994.   VSK's
  revenue  for the quarter ended September 30, 1995 and 1994  was
  $2,361 and $3,400, respectively.

  Mecar's increase in revenue for the current quarter is  due  to
  the  receipt  of contracts that were scheduled to  be  received
  earlier in the year.  In the third quarter that Mecar was in  a
  position  to  perform  revenue  generating  services  on   such
  contracts.   Barnes' revenue increased in  the  first  half  of
  1995  over the first half of 1994 principally due to a contract
  to  provide  systems  technical services  to  an  international
  customer.

  Backlog

  As  of  September 30, 1995, the Company's backlog  was  $81,144
  compared with $23,100 at December 31, 1994 and $94,041 at  June
  30, 1995.

  Mecar's  backlog as of September 30, 1995 was $50,507  compared
  with  $65,272  at  June  30, 1995.  The decrease  is  primarily
  attributable to the shipment of orders during the  quarter  and
  the  elimination of several small contracts with a new customer
  due to licensing problems.

  Barnes'  backlog as of September 30, 1995 was $10,943  compared
  with  $5,658  at June 30, 1995.  The increase is primarily  due
  to  the receipt by Barnes of a contract to provide services  to
  an international customer.

  The  backlog  of  The VSK Group as of September  30,  1995  was
  $19,694  compared  with  $23,111 as  of  June  30,  1995.   The
  decrease  is  attributable to the cyclical nature  of  customer
  orders.

                                  12
<PAGE>

                   Allied Research Corporation
             MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITIONS AND RESULT OF OPERATIONS-CONTINUED
                      September 30, 1995
                     (Thousands of Dollars)

                          (Unaudited)



  Operating Costs and Expenses

  Cost   of  sales  for  the  first  nine  months  of  1995  were
  approximately  $33,741 or 87% of sales as compared  to  $47,762
  or  90%  for  the  first nine months of 1994.   The  percentage
  decrease  is primarily due to product mix.  Cost of  sales  for
  the   quarter  ended  September  30,  1995  were  approximately
  $13,947,  or  84%  of  sales as compared  to  a  loss  in  1994
  principally due to increased revenue.

  Selling  and administrative expenses were approximately  $7,903
  or  20%  of  revenues for the nine months ended  September  30,
  1995  as  compared to $9,175 or 17% for the nine  months  ended
  September  30, 1994.  Such expenses were $2,128 for  the  third
  quarter of 1995 as compared to $3,020 for the third quarter  of
  1994.   These  decreases  reflect Company  wide  reductions  in
  expenditures.

  Research and Development

  Research  and  development expenses were 2% of  sales  for  the
  nine   month  period  and  1%  for  three  month  period  ended
  September  30,  1995  as  compared  with  3%  and  5%  for  the
  corresponding  periods in 1994.  The decreases are  the  result
  of expense reduction efforts throughout the Company.

  Operating Results

  There  was  an  operating loss of $3,360  for  the  first  nine
  months  of  1995  (or 9% of revenue).  This  compares  with  an
  operating  loss  of  $5,475 (or 10% of revenue)  for  the  nine
  months  ended September 30, 1994.  During the third quarter  of
  1995,  the Company experienced an operating profit of $274  (or
  2%  of revenues) compared with an operating loss of $3,902  (or
  45%  of  revenues)  for the quarter ended September  30,  1994.
  The   1995   third  quarter  operating  profit   is   primarily
  attributable to increased levels of revenue at Mecar and BRI.

  Interest Expense

  Interest  expense for the first nine months of 1995  increased,
  compared  to the same period in 1994, as a result of  increased
  borrowing.   Interest expense for the third  quarter  of   1995
  increased compared to the third quarter of 1994 as a result  of
  increased   borrowing  under  the  Term  Loan  (as  hereinafter
  defined).

  Interest Income

  Interest  income decreased for the first nine  months  of  1995
  over  the comparable period in 1994 as a result of lower levels
  of cash.

  Other - Net

  For  the  nine  months ended September 30, 1995,  Other  -  Net
  represents  the  net  gain  resulting  from  foreign   currency
  transactions plus other miscellaneous income.

                                      13
<PAGE>

                   Allied Research Corporation
             MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITIONS AND RESULT OF OPERATIONS-CONTINUED
                      September 30, 1995
                     (Thousands of Dollars)

                          (Unaudited)



  Liquidity and Capital Resources

  During  the  first  nine months of 1995  and  throughout  1994,
  Allied   funded  its  operations  principally  with  internally
  generated  cash  and  back-up credit  facilities  required  for
  foreign  government  contracts.  At  September  30,  1995,  the
  Company had unrestricted cash (i.e., cash not required  by  the
  terms  of  the  bank agreement to collateralize  contracts)  of
  approximately $2,882, as compared with approximately $3,976  as
  of June 30, 1995.

  Mecar's  bank  agreement requires substantial amounts  of  cash
  collateral  to  secure the performance bonds,  advance  payment
  guarantees  and  import letters of credit required  by  Mecar's
  contracts.

  Accounts  receivable  at  September  30,  1995  decreased  over
  December  31,  1994 by $11,129, due to lower shipments  at  the
  end  of the quarter.  Costs and accrued earnings on uncompleted
  contracts increased by $4,136 from December 31, 1994 levels  as
  a   result   of   increases  in  work-in-process.   Inventories
  remained   relatively  level.  Prepaid  expenses  and  deposits
  increased  $738  primarily  due to advance  payments.   Current
  liabilities decreased by $10,837 from December 31, 1994  levels
  as  a result of lower accounts payable and accrued liabilities.
  Long-term  debt  (including current maturities thereof)  as  of
  September  30,  1995, decreased by $10,636  from  December  31,
  1994  as a result of payments made during the first six  months
  of  1995 under the term loan provided by Mecar's bank pool (the
  "Term  Loan").  The principal amount of the Term Loan increased
  in  the third quarter of 1995 to finance the contracts received
  by  Mecar in the second quarter of 1995.  As has been the  past
  practice, the proceeds of the Term Loan are deposited with  the
  banks  as  collateral and the Term Loan is supported, in  part,
  by a guarantee of the Walloon Region in Belgium.

  In  summary,  working  capital  was  approximately  $13,088  at
  September  30,  1995,  which  is  a  decrease  of  $3,359  from
  December  31, 1994.  The decrease is primarily attributable  to
  cash used for operating activities.

  The  liquidity  of the Company continues to remain  principally
  dependent   upon   Mecar's  ability  to  generate   cash   from
  operations.   While Mecar has broadened its customer  base,  it
  remains   chiefly   reliant  on  orders  from   its   principal
  customers.

                                   14
<PAGE>

                   Allied Research Corporation
             MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITIONS AND RESULT OF OPERATIONS-CONTINUED
                      September 30, 1995
                     (Thousands of Dollars)

                          (Unaudited)



PART II.     OTHER INFORMATION

        None.

                            15
<PAGE>
                  Allied Research Corporation


SIGNATURE

 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.

                         ALLIED RESEARCH CORPORATION




                         _________________________________
Date:  November 9, 1995  J. R. Sculley
                         Chairman of the Board,
                         Chief Executive Officer and
                         Chief Financial Officer

                                     16
<PAGE>



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                      35,295,000
<SECURITIES>                                         0
<RECEIVABLES>                               10,676,000
<ALLOWANCES>                                         0
<INVENTORY>                                  4,703,000
<CURRENT-ASSETS>                            64,943,000
<PP&E>                                      43,430,000
<DEPRECIATION>                              28,605,000
<TOTAL-ASSETS>                              88,302,000
<CURRENT-LIABILITIES>                       51,855,000
<BONDS>                                              0
<COMMON>                                       441,000
                                0
                                          0
<OTHER-SE>                                  24,622,000
<TOTAL-LIABILITY-AND-EQUITY>                88,302,000
<SALES>                                     38,958,000
<TOTAL-REVENUES>                            38,958,000
<CGS>                                       33,741,000
<TOTAL-COSTS>                               42,318,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           2,273,000
<INCOME-PRETAX>                             (3,644,000)
<INCOME-TAX>                                   623,000
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                (4,267,000)
<EPS-PRIMARY>                                     (.97)
<EPS-DILUTED>                                     (.97)
        

</TABLE>


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