TELEPHONE (508) 281-5510


     Notice is hereby given that the annual meeting of the stockholders of 
Tech/Ops Sevcon, Inc., a Delaware corporation, will be held at the offices of 
Palmer & Dodge LLP, 20th Floor, 111 Huntington Avenue at Prudential Center, 
Boston, Massachusetts, at 5:00 p.m. on Monday, January 24, 2005 for the 
following purposes:

1.   To elect two directors to hold office for a term of three years.

2.   To transact such other business as may properly come before the meeting.

     Only stockholders of record at the close of business on December 14, 2004 
are entitled to notice of the meeting or to vote thereat.


                                   By order of the Board of Directors,

                                           MATTHEW C. DALLETT

Dated December 27, 2004

                                PROXY STATEMENT



     The enclosed proxy is solicited by and on behalf of the Board of 
Directors of Tech/Ops Sevcon, Inc. (the "Company") for use at the annual 
meeting of stockholders of the Company to be held on January 24, 2005 at 5:00 
p.m. at the offices of Palmer & Dodge LLP, 20th Floor, 111 Huntington Avenue 
at Prudential Center, Boston, Massachusetts, or any adjournments or 
postponements thereof. It is subject to revocation at any time prior to the 
exercise thereof by giving written notice to the Company, by submission of a 
later dated proxy or by voting in person at the meeting. The costs of 
solicitation, including the preparation, assembly and mailing of proxy 
statements, notices and proxies, will be paid by the Company. Such 
solicitation will be made by mail and in addition may be made by the officers 
and employees of the Company personally or by telephone or email. Forms of 
proxies and proxy material will also be distributed, at the expense of the 
Company, through brokers, custodians and other similar parties to beneficial 

     On December 14, 2004, the Company had outstanding 3,160,051 shares of 
Common Stock, $.10 par value, which is its only class of stock outstanding 
and entitled to vote at the meeting. Stockholders of record at the close of 
business on December 14, 2004 will be entitled to vote at the meeting. With 
respect to all matters which will come before the meeting, each stockholder 
may cast one vote for each share registered in his name on the record date. 
The shares represented by every proxy received will be voted, and where a 
choice has been specified, the shares will be voted in accordance with the 
specification so made. If no choice has been specified on the proxy, the 
shares will be voted FOR the election of the nominees as directors.


     The following table provides information as to the ownership of the 
Company's Common Stock as of December 1, 2004 by (i) persons known to the 
Company to be the beneficial owners of more than 5% of the Company's 
outstanding Common Stock, (ii) the executive officers named in the Summary 
Compensation Table below, and (iii) all current executive officers and 
directors of the Company as a group. Beneficial ownership by individual 
directors and nominee for director is shown in the table on pages 4 and 5 

       Name and Address                  Amount Beneficially      Percent
       of Beneficial Owner                    Owned (1)           of Class
       -------------------               -------------------      --------
Paul D. Sonkin /
Hummingbird Management LLC (2)              398,665 (3)             12.6%
  153 East 53rd Street 55th Floor
  New York, New York 10022

Dr. Marvin G. Schorr                        357,778 (4)             11.3%
  330 Beacon Street
  Boston, MA 02116

Bernard F. Start                            235,977 (4)              7.5%
  Dotland Grange 
  Hexham, NE46 2JY, United Kingdom

Paul A. McPartlin                            82,546 (5)              2.5%
  Tech/Ops Sevcon, Inc. 
  155 Northboro Road
  Southborough, MA 01772

Matthew Boyle                                56,400 (6)              1.8%
  Tech/Ops Sevcon, Inc. 
  155 Northboro Road
  Southborough, MA 01772

All current executive officers and 
  directors as a group (8 persons)          839,331 (7)             26.0%

     (1)  Unless otherwise indicated, each owner has sole voting and 
          investment power with respect to the shares listed.

     (2)  As reported on Schedule 13D filed with the Securities and 
          Exchange Commission on April 15, 2003, and subsequent Forms 4, 
          Mr. Sonkin is the managing member and control person of 
          Hummingbird Management, LLC and of Hummingbird Capital LLC, 
          which are the investment manager and general partner, 
          respectively, of two investment funds, and these parties act 
          together as a group with respect to their shareholdings in 
          the Company.

     (3)  According to the SEC filings, Hummingbird Management, LLC has 
          sole dispositive power over 397,175 of these shares, which are 
          held by the investment funds, and Mr. Sonkin has sole 
          dispositive power over 1,490 shares. Mr. Sonkin and 
          Hummingbird Management LLC share voting power over all 

     (4)  Includes 3,500 shares subject to stock options exercisable 
          within sixty days.

     (5)  Includes 9,000 shares subject to stock options exercisable 
          within sixty days.

     (6)  Includes 40,000 shares subject to stock options exercisable 
          within sixty days.

     (7)  Includes 65,000 shares subject to stock options exercisable 
          within sixty days.

                        ELECTION OF DIRECTORS

     The Company's Board of Directors has fixed the number of directors at 
seven. Members of the Board of Directors are divided into three classes 
serving staggered three-year terms. The term of two of the Company's current 
directors, Matthew Boyle and C. Vincent Vappi, expires at the annual meeting. 
Mr. Vappi will not stand for re-election. Based on the recommendation of its 
Nominating and Governance Committee, the Board has nominated Mr. Boyle for re-
election to a new three-year term and has nominated Paul O. Stump for election 
to a three-year term. Each nominee has consented to serve if elected, and the 
Company is not presently aware of any reason that would prevent any nominee 
from serving as a director. If a nominee should become unavailable for 
election, the proxies will be voted for another nominee selected by the Board.

     Pursuant to the Company's by-laws, directors will be elected by a 
plurality of the votes properly cast at the annual meeting. Abstentions, votes 
withheld and broker non-votes will not be treated as votes cast and will not 
affect the outcome of the election. A "broker non-vote" occurs when a broker 
holding a customer's shares indicates on the proxy that the broker has not 
received voting instructions on a matter from the customer and is barred by 
applicable rules from exercising discretionary authority to vote on the 

     The following table contains information on the three nominees for 
election at the annual meeting and each other person whose term of office as 
a director will continue after the meeting. The nominees for election at the 
meeting are indicated by an asterisk.

                                                      Has Been     No. of
                                                     a Director    Common
                                                       of the      Shares
                                                      Company  of the Company
                                                      or its       Owned
                              Business Experience    Predeces- Beneficially on
                                  During Past           sor      December 14,
                      Term       Five Years and      Tech/Ops,       2004
    Name             Expires  Other Directorships       Inc.     and Percent
                                                       Since     of Class (+)
    ----             -------  -------------------      -----     ------------

* Matthew Boyle       2005    President and Chief      1997         56,400
            (3)               Executive Officer of                  (1.8%)
Age - 42                      the Company since                     (1)
                              November 1997. Vice 
                              President and Chief 
                              Operating Officer of 
                              the Company from 
                              November 1996 to 
                              November 1997.

Maarten D. Hemsley    2007    Chief Financial          2003            500
            (4)(5)            Officer and a director                   (#)
Age - 55                      since 1988 (and until
                              July 2001, President) 
                              of Sterling Construction 
                              Company, Inc., a company 
                              principally involved in 
                              civil construction in 
                              Texas. Fund manager at 
                              North Atlantic Value LLP, 
                              part of the J. O. Hambro 
                              Capital Management Group, 
                              London, England, since 
                              March 2001, with responsi-
                              bility for Leisure & Media 
                              Venture Capital Trust, 
                              Plc. President of 
                              Bryanston Management Ltd., 
                              a specialized financial 
                              services company, since 
                              1993. Director of Nu Nu 
                              Nurseries, plc, an 
                              operator of children's 
                              nurseries in the United 
                              Kingdom, XN Checkout 
                              Holdings Plc and director 
                              of a number of UK 
                              privately-held companies.

Paul B. Rosenberg     2006    Former Treasurer of the    1988        87,980
         (3)(4)(6)            Company.                               (2.8%)
Age - 72                                                             (2)

Dr. Marvin G. Schorr  2007    Chairman of the Company's  1951       357,778
(3)(5)(6)                     Board of Directors since              (11.3%)
Age - 79                      January 1988. Previously              (2)
                              Chairman of the Board of
                              Directors and President
                              of Tech/Ops, Inc., the
                              Company's predecessor.
                              Also Chairman of Helix
                              Technology Corporation, a
                              manufacturer of cryogenic

Bernard F. Start      2006    Vice-Chairman of the       1988       235,977
Age - 66                      Board since November                  (7.5%)
                              1997. President and Chief             (2)
                              Executive Officer of the
                              Company from January 1988
                              to November 1997.

David R. A. Steadman  2007    President of Atlantic      1997       6,500
           (4)(5)(6)          Management Associates,                ( # )
Age - 67                      Inc., a management                    (2)
                              services firm, since
                              1988. Chairman of
                              Brookwood Companies
                              Incorporated, a director
                              of Aavid Thermal
                              Technologies, Inc., a
                              manufacturer of thermal
                              management products and a
                              director of several
                              privately held companies.

* Paul O. Stump    -          President and Chief        -          -
Age - 52                      Executive Officer of                  (#)
                              Telequip Corporation, a
                              manufacturer of coin
                              dispensing equipment,
                              since 1997.

     (+)  Unless otherwise indicated, each person has sole voting and 
          investment power with respect to the shares listed.

     (#)  Less than 1%

     (1)  Includes 40,000 shares subject to stock options exercisable within 
          sixty days.

     (2)  Includes 3,500 shares subject to stock options exercisable within 
          sixty days.

     (3)  Member of the Executive Committee.

     (4)  Member of the Audit Committee.

     (5)  Member of the Compensation Committee.

     (6)   Member of the Nominating and Governance Committee.

Board of Directors Independence and Meetings

     The Board has determined that all directors, other than Mr. Boyle, are 
independent under the American Stock Exchange rules, based on information 
known to the Company and on the annual questionnaire completed by each 
director. The Board regularly schedules meetings at which only independent 
directors are present.

     During the fiscal year ended September 30, 2004, the Board of Directors 
held a total of eight meetings. Each director attended at least 75% of the 
total number of meetings of the Board of Directors and all committees of the 
Board on which the director served. All Board members are expected to attend 
the annual meeting of stockholders, subject to special circumstances. All of 
the Board members attended the annual meeting of stockholders in 2004.

Communications to the Board

     Stockholders may communicate with the Board of Directors by mailing a 
communication to the entire Board or to one or more individual directors, in 
care of the Corporate Secretary, Tech/Ops Sevcon, Inc., 155 Northboro Road, 
Southborough, Massachusetts 01772. All communications from stockholders to 
Board members (other than communications soliciting the purchase of products 
and services) will be promptly relayed to the Board members to whom the 
communications are addressed.

Committees of the Board

     The Board of Directors has an Audit Committee, a Compensation Committee 
and a Nominating and Governance Committee, all the members of which are 
independent, as defined by Securities and Exchange Commission rules and 
American Stock Exchange listing standards, as applicable. In addition to the 
meetings described below, the members of each committee communicate regularly 
amongst themselves and with management on Company matters.

     Audit Committee. The Audit Committee is composed of four directors. The 
Board has determined that at least one of the members of the Committee, Mr. 
Rosenberg, is an "audit committee financial expert," as defined by the 
Securities and Exchange Commission. The Committee selects, evaluates and 
oversees the Company's independent auditors, approves any engagement of the 
independent auditors to perform non-audit services, reviews the audited 
financial statements and discusses the adequacy and quality of the Company's 
financial reporting principles and procedures and its internal controls with 
management and the auditors. The Committee, which met five times during the 
fiscal year ended September 30, 2004, operates under a written charter which 
was last revised by the Board in November 2003. The Audit Committee's report 
appears on page 12.

     Compensation Committee. The Compensation Committee reviews and approves 
generally all compensation and fringe benefit programs of the Company, and 
also reviews and determines the base salary and incentive compensation of the 
executive officers, as well as grants of equity compensation to all employees. 
All compensation actions taken by the Committee are reported to the full Board 
of Directors, which, excluding employee directors, approves the actions of the 
Committee. The Committee also reviews and makes recommendations to the Board 
on director compensation and on policies and programs for the development of 
management personnel, as well as management structure and organization. The 
Compensation Committee met once during the fiscal year ended September 30, 
2004. Its report appears on page 10.

     Nominating and Governance Committee. The Nominating and Governance 
Committee approves nominations to the Board and recommends to the Board of 
Directors' action related to Board composition, size and effectiveness and 
management succession plans for the positions of Chairman of the Board and 
Chief Executive Officer. The committee operates under a written charter, 
copies of which are available on the Company's web site at The Nominating and Governance Committee met once 
during the fiscal year ended September 30, 2004.

     In identifying potential candidates and selecting nominees for directors, 
the Nominating and Governance Committee does not foreclose any sources. The 
Committee reviews candidates recommended by stockholders in the same manner 
and using the same general criteria as candidates recruited by the Committee 
or recommended by the Board.

     The Nominating and Governance Committee does not rely on a fixed set of 
qualifications for director nominees. The Committee's primary objective for 
director nominees is to create a Board with a broad range of skills and 
attributes that is aligned with the Company's strategic needs. 

     The minimum qualifications for director nominees are that they:

     a)  be able to dedicate time and resources sufficient for the diligent 
         performance of the duties required of a member of the Board, 

     b)  not hold positions or interests that conflict with their 
         responsibilities to the Company,

     c)  comply with any other minimum qualifications for either individual 
         directors or the Board as a whole mandated by applicable laws or 

     Additionally, at least a majority of members of the Board of Directors 
must qualify as independent directors in accordance with American Stock 
Exchange independence rules.

     The Nominating and Governance Committee's process for evaluating 
nominees for director, including nominees recommended by stockholders, is to 
consider their skills, character and professional ethics, judgment, leadership 
experience, business experience and acumen, familiarity with relevant industry 
issues, national and international experience, and other relevant criteria as 
they may contribute to the Company's success. This evaluation is performed in 
light of the Committee's views as to what skill set and other characteristics 
would most complement those of the current directors, including the diversity, 
age, skills and experience of the Board as a whole. 

     In order to recommend a candidate for consideration by the Nominating and 
Governance Committee, a stockholder must provide the Committee with the 
candidate's name, background and relationship with the proposing stockholder, 
a brief statement outlining the reasons the candidate would be an effective 
director of the Company and information relevant to the considerations 
described above. Such information should be sent to the Nominating and 
Governance Committee of Tech/Ops Sevcon, Inc., 155 Northboro Road, 
Southborough, Massachusetts 01772, Attention: Corporate Secretary. The 
Committee may seek further information from or about the candidate, or the 
stockholder making the recommendation, including information about all 
business and other relationships between the candidate and the stockholder.

Director Compensation; Stock Ownership Policy

     Directors of the Company (except Mr. Boyle) are each paid $14,500 a year 
for their services. The Chairmen of the Audit Committee (Mr. Rosenberg in 
2004) and Compensation Committee (Mr. Steadman in 2004), each receive an 
additional $1,000 a year.

     Each director (except Mr. Boyle) currently in office has previously 
received an option under the 1998 Director Stock Option Plan to purchase 
5,000 shares of Common Stock at the fair market value of the Common Stock on 
the date of grant. All of these options become exercisable in equal 500 share 
amounts on each of the first ten anniversaries of the date of grant or, if 
earlier, in the event of a change in control of the Company and will expire 
90 days after the tenth anniversary of the date of grant. In January 2004 the 
stockholders approved the discontinuance of any future grants under the 1998 
Director Stock Option Plan and that any future grants of options or other 
equity to non-employee directors would be under the 1996 Equity Incentive 
Plan, as revised in January 2004.

     The Compensation Committee has voted to grant 2,000 shares of restricted 
stock to each non-employee director who is elected at the 2005 annual meeting 
of stockholders or whose term in office will continue after the annual 
meeting. Restricted shares may not be sold, assigned, transferred, pledged or 
otherwise disposed of by the recipient until they vest. Such restricted shares 
will fully vest the day before the 2006 annual meeting of stockholders or, if 
earlier, upon the recipient's death or disability or upon a change in control 
of the Company. If the recipient's service as a director of the Company is 
terminated for any reason other than the recipient's death or disability, any 
unvested shares will be forfeited and returned to the Company, unless the 
Committee determines otherwise in its discretion. 

     In 2004, the Board adopted Equity Compensation Guidelines in which it 
established a target level of stock ownership for directors of twice the 
level of annual cash compensation. Grants of restricted stock will be 
intended in part to assist in reaching these levels of ownership over time. 
Shares held by members of a person's immediate family or a trust for his or 
their sole benefit may be counted towards the ownership requirement. Each 
director will be required to refrain from selling Company stock acquired as 
restricted stock (other than to make required tax payments related to a 
grant) if the value, based on current market price, of his Company stock 
after the sale would be below his designated ownership level. The Committee 
has discretion to make exceptions in extraordinary circumstances where not 
contrary to Company goals, such as cases of significant personal hardship.

                           EXECUTIVE COMPENSATION

     The following tables provide information for the last three fiscal years 
concerning the compensation of each of the executive officers of the Company 
whose total compensation exceeded $100,000 in the most recent fiscal year, and 
the value of unexercised stock options held by him at the end of such years. 

     Mr. Boyle and Mr. McPartlin are residents of the United Kingdom and 
receive their compensation in British Pounds. The table below sets out their 
compensation in both British Pounds (BPS) and in US Dollars ($) translated at 
the average exchange rates in force during the relevant period.

Summary Compensation Table

                     Fiscal  Annual Compensation                 Compensation
Name and Principal    Year                                          Awards
Position                                           Other Annual   Securities 
                             Salary        Bonus   Compensation   Underlying
                                                       (1)          Options
In British Pounds: 
Matthew Boyle         2004  BPS 122,730      BPS 7,500          -              -
 President and Chief  2003  BPS 118,858      BPS     -          -         20,000
 Executive Officer    2002  BPS 125,843      BPS     -          -         10,000

Paul A. McPartlin     2004  BPS 78,475      BPS 4,000          -              -
 Vice President,      2003  BPS 70,667      BPS     -    BPS 8,176       10,000
 Chief Financial      2002  BPS 67,788      BPS     -    BPS 6,731            -
 Officer and Treasurer

In US Dollars:
Matthew Boyle         2004  $220,754      $13.500          -              -
 President and Chief  2003  $189,213      $     -          -         20,000
 Executive Officer    2002  $186,388      $     -          -         10,000

Paul A .McPartlin     2004  $141,100      $ 7,200          -              -
 Vice President,      2003  $113,420      $     -    $13,122         10,000
 Chief Financial      2002  $100,190      $     -    $ 9,948              -
 Officer and Treasurer

     (1) Value of use of Company owned automobile

Option Grants in Last Fiscal Year

     No stock options or other equity-based awards were granted to the named 
executive officers of the Company during the fiscal year ended September 30, 

Aggregated Options Exercises During Fiscal 2004 and Fiscal Year-End Option 

                                            Number of
                                            Securities        Value of
                                            Underlying        Unexercised
                                            Unexercised       In-the-Money
                   Number of                Options           Options
                   Shares                   At 9/30/2004      at 9/30/2004(a)
                   acquired on    Value     Exercisable/      Exercisable/
Name               exercise      realized   Unexercisable     Unexercisable
----               -----------   --------   ---------------   ----------------
Matthew Boyle          -            -       34,000 / 46,000  $8,060 / $ 72,540
Paul A. McPartlin      -            -        6,000 /  9,000  $8,060 / $ 32,240

(a)  Based on the difference between the option exercise price and the closing 
     price of the underlying Common Stock on September 30, 2004, which closing 
     price was $5.94 per share.

Retirement Plan

     Mr. Boyle and Mr. McPartlin participate in the Company's U.K. Retirement 
Plan, a defined benefit plan, under which benefits at age 65 are based upon 
1/60th of final U.K. - base salary (as defined in the Plan) for each year of 
service, subject to a maximum of 2/3rds of final U.K. - base salary. The 
employee contributes 5% of base salary, with the balance of the cost being met 
by the Company. The following table sets forth information concerning the 
annual benefits payable to the employee pursuant to the U.K. Retirement Plan 
upon retirement at age 65 for specified compensation levels and years of 
service classifications.

                         U.K. Retirement Plan Table

 Average Annual
  Earnings on                    Estimated Annual Pension Based on
 which Retire-                       Years of Service Indicated
 ment Benefits  
   are based            15 years   20 years   25 years   30 years   35 years
--------------          --------   --------   --------   --------   --------
   $ 100,000           $  25,000  $  33,300  $  41,700  $  50,000  $  58,300
     125,000              31,300     41,700     52,100     62,500     72,900
     150,000              37,500     50,000     62,500     75,000     87,500
     175,000              43,800     58,300     72,900     87,500    102,100
     200,000              50,000     66,700     83,300    100,000    116,700
     225,000              56,300     75,000     93,800    112,500    131,300
     250,000              62,500     83,300    104,200    125,000    145,800
     275,000              68,800     91,700    114,600    137,500    160,400
     300,000              75,000    100,000    125,000    150,000    175,000

     Credited years of service at September 30, 2004 were 8 for Mr. Boyle and 
28 for Mr. McPartlin. Benefits under the U.K. Retirement Plan are computed 
solely on the U.K. base salary of participants, exclusive of bonuses, 
incentive and other compensation, and are not reduced on account of U.K. 
Social Security entitlement. The compensation of Mr. Boyle and Mr. McPartlin 
is entirely U.K. based. A spouse's pension of 50% of the employee's pension is 
payable beginning at the death of the employee either before or during 
retirement. Pension payments escalate by at least 3% per year, compounded, and 
at a higher rate in certain circumstances.


     The Company's compensation program is designed to motivate and retain 
employees by encouraging and rewarding performance. The program is 
administered by the Compensation Committee of the Board of Directors (the 

     The Committee believes that the combination of salary and incentive 
compensation is the best method for compensating its executive officers and 
senior managers to promote uniform excellence, long-term commitment and team 
performance. Management salaries are determined based upon individual 
performance, level of responsibility and experience. The Committee reviews 
these salaries annually and may measure them against compensation data 
obtained from published compensation surveys and surveys of peer companies. 
The Committee believes that the salaries of the Company's executive officers 
are within the range of these surveys. The peer companies are generally of 
about the same size as the Company and are in technical, rather than consumer 
or distribution fields. The Company believes that its competitors for 
executive talent are not necessarily companies which engage in the same 
business as the Company and, therefore, the companies used for comparative 
compensation purposes differ from the companies included in the Industrial 
Controls Industry Index. Cash bonuses are also granted at year-end in the 
discretion of the Committee to reward particular performance.

     In prior years, the Company has used stock options as an important 
incentive to motivate executive officers and other key employees for improved 
long-term performance of the Company and to align their interests with those 
of the stockholders. In 2004, the Company modified its approach to providing 
equity incentives in response to changing business needs and financial 
accounting requirements, and obtained stockholder approval to amend the 1996 
Equity Incentive Plan to provide for awards of restricted stock and other 
forms of equity compensation. No equity incentive awards were made during 
fiscal 2004.

     In 2004, the Board also adopted Equity Compensation Guidelines that 
articulate the goals and considerations the Committee takes into account in 
determining equity compensation awards. The Guidelines recognize that equity 
awards may play a purely compensatory role and they may also provide an 
incentive for future individual achievement. The incentive function may be 
implemented through performance vesting or, more simply, through making grants 
of equity in recognition for the achievement of desired performance. The 
Guidelines provide that, in general, the incentive component of compensation 
for senior executives should have a high proportion of equity in order to 
promote longer-term thinking and to align the benefits gained by the 
executives to those attained by stockholders in both good and bad times. One 
aim of the Guidelines, over the long term, is to target the equity holdings of 
the chief executive and chief financial officers at greater than twice their 
annual cash compensation. In adopting the Equity Compensation Guidelines, the 
Board also established a target level of stock ownership for other senior 
managers equal to level of annual cash compensation. Grants of restricted 
stock will be intended in part to assist in reaching these levels of ownership 
over time. Shares held by members of a person's immediate family or a trust 
for his or their sole benefit may be counted towards the ownership 

     The recommended base salary and incentive compensation award for the 
President is determined each year by the Committee based upon its subjective 
assessment of the overall financial performance of the Company and the 
performance of the President relative to corporate objectives and other 
factors. In the light of the Company's financial performance during the prior 
year, Mr. Boyle's base salary during fiscal 2004 was increased by 3% from 
2003. Mr. Boyle is a resident of the United Kingdom and receives his base 
salary in British Pounds. Measured in United States Dollars, Mr. Boyle's 2004 
base salary was 18% higher than in 2003. The Committee has awarded bonuses 
for performance in fiscal 2004 of 6% of base salary for Mr. Boyle and an 
average of 5.5% of base salary for the other senior managers.

     On November 22, 2004, the Compensation Committee granted 15,000 shares 
of restricted stock to Mr. Boyle, and 5,000 shares of restricted stock to 
Mr. McPartlin, pursuant to the Company's 1996 Equity Incentive Plan. The 
restricted shares will vest in five equal annual installments, provided that 
they will fully vest upon the recipient's Death or Disability or upon a 
Change of Control (as each is defined in the Plan). If the recipient's 
employment with the Company is terminated for any reason other than the 
recipient's Death or Disability, any unvested shares will be forfeited and 
returned to the Company, unless the Committee determines otherwise in its 

                              Members of the Compensation Committee

                              Marvin G. Schorr
                              David R. A. Steadman, Chairman
                              C. Vincent Vappi
                              Maarten D. Hemsley

                              PERFORMANCE GRAPH

     The following graph compares the cumulative total return (change in stock 
price plus reinvested dividends) assuming $100 invested in the Common Stock of 
the Company, in the American Stock Exchange ("AMEX") Market Value Index, and 
in the Media General Industrial Controls Sector Index during the period from 
September 30, 1999 through September 30, 2004.

                                     Value of Investment at September 30,
                                   1999   2000   2001   2002   2003   2004
                                   ----   ----   ----   ----   ----   ----
Tech/Ops Sevcon, Inc.               100    119     98     55     76     77
AMEX Market Value Index             100    119     90     97    120    139
Media General Industrial 
  Controls Sector Index             100    112    150    204    198    270

Assumes $100 invested on September 30, 1999 in each of the Company's Stock, 
the AMEX Market Value Index, and the Media General Industrial Controls Sector 

                              AUDIT COMMITTEE REPORT

     In the course of its oversight of the Company's financial reporting 
process, the Audit Committee of the Board of Directors has (i) reviewed and 
discussed with management the Company's audited financial statements for the 
fiscal year ended September 30, 2004, (ii) discussed with Grant Thornton LLP, 
the Company's independent auditors, the matters required to be discussed by 
Statement on Accounting Standard No. 61, Communication with Audit Committees, 
and (iii) received the written disclosures and the letter from Grant Thornton 
LLP required by Independence Standards Board Standard No. 1, Independence 
Discussions with Audit Committees, and discussed with Grant Thornton LLP its 

     Based on the foregoing review and discussions, the Committee recommended 
to the Board of Directors that the audited financial statements be included in 
the Company's Annual Report on Form 10-K for the year ended September 30, 2004 
for filing with the Securities and Exchange Commission.

                                      Members of the Audit Committee

                                      Paul B. Rosenberg, Chairman
                                      Maarten D. Hemsley
                                      David R. A. Steadman
                                      C. Vincent Vappi


     Upon a recommendation of the Audit Committee, the Board of Directors has 
appointed Grant Thornton LLP as independent auditors to conduct the audit of 
the Company's financial statements for fiscal 2005. 

     Representatives of Grant Thornton LLP are expected to be present at the 
meeting with an opportunity to make a statement if they desire to do so and 
are expected to be available to respond to appropriate questions.

     The fees billed by Grant Thornton LLP, the Company's principal 
accountant, for each of the last two fiscal years are set out below: 

                                                (in thousands of dollars)
                                                    2004           2003
Audit fees                                        $  172         $  125
Audit-Related fees                                    13              4
Tax fees                                              39             29
All other fees                                         -              -
Total                                             $  224         $  158

     The audit-related fees in fiscal 2004 relate primarily to the audit of 
the pension plan for the Company's UK subsidiary, fees related to the 
Company's S-8 registration statement and other meetings with the auditors. In 
2003 the audit-related fees related to the UK pension plan. The tax fees are 
for the filing of the Company's tax returns in both the United States and the 
United Kingdom and in 2004 also include fees for tax advice on employee 

     All of the above fees were approved by the Audit Committee before the 
respective engagements were undertaken. The Company has not adopted pre-
approval policies and procedures relating to non-audit services. 


     In order for a stockholder proposal to be considered for inclusion in 
the Company's proxy materials for the annual meeting in 2006, it must be 
received by the Company at 155 Northboro Road, Southborough, Massachusetts 
01772, Attention: Treasurer, no later than August 29, 2005.

                        ADVANCE NOTICE PROVISIONS FOR

     The by-laws of the Company provide that in order for a stockholder to 
bring business before or propose director nominations at an annual meeting, 
the stockholder must give written notice to the Secretary or other specified 
officer of the Company not less than 50 days nor more than 75 days prior to 
the meeting, except that if notice thereof is mailed to stockholders or 
publicly disclosed less than 65 days in advance, the notice given by the 
stockholder must be received not later than the 15th day following the day on 
which the notice of such annual meeting date was mailed or public disclosure 
made, whichever occurs first. The notice must contain specified information 
about the proposed business or each nominee and the stockholder making the 
proposal or nomination.


     Section 16(a) of the Securities Exchange Act of 1934 requires our 
directors, executive officers and persons owning more than 10% of our 
registered equity securities to file with the Securities and Exchange 
Commission reports of their initial ownership and of changes in their 
ownership of our common stock and to provide us with copies of all Section 
16(a) reports they file.

     Based on a review of the reports filed by such persons with respect to 
our last fiscal year, the Company believes that all its executive officers 
and directors have complied with the Section 16(a) filing requirements. The 
shareholder group comprised of Paul D. Sonkin, Hummingbird Management LLC and 
related entities filed late a report covering two purchases of shares.

                                OTHER BUSINESS

     The Board of Directors does not know of any business which will come 
before the meeting except the matters described in the notice. If other 
business is properly presented for consideration at the meeting, the enclosed 
proxy authorizes the persons named therein to vote the shares in their 

Dated December 27, 2004

(FORM OF PROXY CARD)                                      APPENDIX I

                       TECH/OPS SEVCON, INC.

Proxy Solicited by the Board of Directors for Annual Meeting 
          of Stockholders to be held January 24, 2005.

     The undersigned appoints Marvin G. Schorr, Paul A. McPartlin 
and Matthew C Dallett and each of them, the attorneys and 
proxies of the undersigned, with power of substitution, to vote 
all the shares of Tech/Ops Sevcon, Inc. which the undersigned is 
entitled to vote at the Annual Meeting of Stockholders to be held 
January 24, 2005 at the offices of Palmer & Dodge, 20th Floor, 
111 Huntington Avenue at Prudential Center, Boston, Massachusetts 
at 5:00 p. m. and at any adjournments thereof.

         Please complete, sign and date on reverse side
                and mail in enclosed envelope.



1. Election of Directors for three-year terms

Boyle      O
Stump      O

\__\ FOR ALL 


\__\ FOR ALL EXCEPT (See instructions below)

INSTRUCTION: To withhold authority for any individual nominee(s) mark 
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish 
to withhold, as shown here: ?

This proxy will be voted FOR all nominees for Director if no contrary 
instructions are given. The proxies are authorized to vote in their discretion 
upon other business that may properly come before the meeting.

To change the address on your account, please check the         \___\
box at right and indicate your new address in the address 
space above. Please note that changes to the registered 
name(s) on the account may not be submitted via this method.

Signature of Stockholder......................  Date.................

Signature of Stockholder......................  Date.................

      Note: Please sign exactly as your name or names appear on this 
      Proxy. When shares are held jointly, each holder should sign. 
      When signing as executor, administrator, attorney, trustee or 
      guardian, please give full title as such. If the signer is a 
      corporation, please sign full corporate name by duly authorized 
      officer, giving full title as such. If signer is a partnership, 
      please sign in partnership name by authorized person.