UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                  FORM 10-Q

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

For the quarterly period ended June 30, 1998.

                                     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 1-4433.

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

            Massachusetts                            04-1052250
   (State or other jurisdiction of                (I.R.S. Employer
   incorporation or organization)                Identification No.)

           Two Main Street
       Melrose, Massachusetts                           02176
(Address of principal executive offices)             (Zip Code)

                               (781) 321-2300
            (Registrant's telephone number, including area code)


                                     N/A
            (Former name, former address and former fiscal year,
                       if changed since last report.)

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

        APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                      DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Sections 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court.
Yes       No     
    -----    -----

APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares of Common Stock 
(par value $1) outstanding at July 31, 1998 is 2,459,749 shares.


                        ARMATRON INTERNATIONAL, INC.
                               File No. 1-4433
                        ----------------------------

                                                         PAGE(S)

PART I - FINANCIAL INFORMATION

      Item 1 - Financial Statements

      Consolidated Condensed Balance Sheets -
      June 30, 1998 and 1997, and September 30, 1997      3 - 4

      Consolidated Condensed Statements of
      Operations for the three and nine months
      ended June 30, 1998 and 1997                          5

      Consolidated Condensed Statements of
      Cash Flows for the nine months ended
      June 30, 1998 and 1997                                6

      Notes to Consolidated Condensed Financial
      Statements                                          7 - 11


      Item 2

      Management's Discussion and Analysis of
      Financial Condition and Results of
      Operations                                         12 - 17


PART II - OTHER INFORMATION

      Item 6(b)   Reports on Form 8-K                       18

SIGNATURES                                                  19


                                   Page 2


                        ARMATRON INTERNATIONAL, INC.
                    Consolidated Condensed Balance Sheets
               June 30, 1998 and 1997, and September 30, 1997
                           (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                (Unaudited)          (Audited)
                                                 June 30,          September 30,
                                              ---------------      -------------
                                              1998       1997          1997
                                              ----       ----          ----

ASSETS

<S>                                          <C>         <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                  $   729     $   679        $ 1,126
  Trade accounts receivable, net               4,635       3,530          2,389
  Inventories                                  2,404       3,282          2,711
  Deferred taxes                                 113         130            113
  Prepaid and other current assets               180         235            165
                                             ----------------------------------
      Total Current Assets                     8,061       7,856          6,504

PROPERTY AND EQUIPMENT, NET                      489         592            589

OTHER ASSETS                                     107         107            171
                                             ----------------------------------
      Total Assets                           $ 8,657     $ 8,555        $ 7,264
                                             ==================================
</TABLE>


                 The accompanying notes are an integral part
             of the consolidated condensed financial statements.


                                   Page 3


                        ARMATRON INTERNATIONAL, INC.
                    Consolidated Condensed Balance Sheets
               June 30, 1998 and 1997, and September 30, 1997
                           (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                (Unaudited)          (Audited)
                                                 June 30,          September 30,
                                              ---------------      -------------
                                              1998       1997          1997
                                              ----       ----          ----

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

<S>                                          <C>         <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                             1,763       1,977            695
  Interest payable to related parties          1,274         796            917
  Other current liabilities                    1,000         961            908
  Current portion under capital
   lease obligations                              20          17             18
                                             ----------------------------------
      Total Current Liabilities                4,057       3,751          2,538
                                             ----------------------------------
LONG-TERM DEBT, RELATED PARTIES                4,715       4,715          4,715
                                             ----------------------------------
LONG-TERM CAPITAL LEASE OBLIGATIONS,
 NET OF CURRENT PORTION                           15          35             30
                                             ----------------------------------
DEFERRED RENT, NET OF CURRENT PORTION             24          42             38
                                             ----------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock, par value $1 per
   share, 6,000,000 shares author-
   ized; 2,606,481 shares issued 
   at June 30, 1998 and 1997, 
   and September 30, 1997                      2,606       2,606          2,606
  Additional paid-in capital                   6,770       6,770          6,770
  Accumulated deficit                         (9,144)     (8,978)        (9,047)
                                             ----------------------------------
                                                 232         398            329


  Less:
    Treasury stock at cost,146,732 shares
     at June 30, 1998 and 1997, and
     September 30, 1997                          386         386            386
                                             ----------------------------------
      Total Stockholders'(Deficiency)
       Equity                                   (154)         12            (57)
                                             ----------------------------------
      Total Liabilities and
       Stockholders' (Deficiency)
        Equity                               $ 8,657     $ 8,555        $ 7,264
                                             ==================================
</TABLE>


                 The accompanying notes are an integral part
             of the consolidated condensed financial statements.


                                   Page 4


                        ARMATRON INTERNATIONAL, INC.
               Consolidated Condensed Statements of Operations
         for the Three and Nine Months Ended June 30, 1998 and 1997
                (Dollars in Thousands Except Per Share Data)

<TABLE>
<CAPTION>
                                                         (Unaudited)
                                          Three Months                Nine Months
                                         Ended June 30,              Ended June 30,
                                     -----------------------     -----------------------
                                       1998          1997          1998          1997

<S>                                  <C>           <C>           <C>           <C>
Net sales                            $   6,046     $   5,267     $  10,458     $  10,350

Cost of products sold                    4,556         3,792         8,401         8,251 

Selling, general and
 administrative expenses                   766           760         1,807         1,937 

Interest expense-related parties           119           121           357           359 

Interest expense-third parties               8            38            24            57 

Other (income) expense - net                (4)           (2)          (34)          (37)
                                     ---------------------------------------------------
      Net income (loss)              $     601     $     558     $     (97)    $    (217)
                                     ===================================================

Per Share:

      Net income (loss)              $     .24     $     .23     $    (.04)    $    (.09)
                                     ===================================================

Weighted average number of
 common shares outstanding           2,459,749     2,459,749     2,459,749     2,459,749
</TABLE>


                 The accompanying notes are an integral part
             of the consolidated condensed financial statements.


                                   Page 5


                        ARMATRON INTERNATIONAL, INC.
               Consolidated Condensed Statements of Cash Flows
              for the Nine Months Ended June 30, 1998 and 1997
                           (Dollars in Thousands)

<TABLE>
<CAPTION>
                                              (Unaudited)
                                           Nine Months Ended
                                               June 30,
                                           ------------------
                                            1998       1997
                                            ----       ----

<S>                                        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                 $  (97)    $  (217)
  Adjustments to reconcile net loss
   to net cash flows from operating
   activities:
    Depreciation and amortization             213         241
    Change in operating assets
     and liabilities                         (373)       (995)
                                           ------------------
    Net cash flow used for
     operating activities:                   (257)       (971)
                                           ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sales of equipment              -           2
  Payments for machinery and equipment       (127)       (196)
                                           ------------------
    Net cash flow used for
     investing activities:                   (127)       (194)
                                           ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payment on capital lease obligations        (13)         (5)
                                           ------------------
    Net cash flow used for
     financing activities:                    (13)         (5)
                                           ------------------

NET DECREASE IN CASH
 AND CASH EQUIVALENTS                        (397)     (1,170)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                        1,126       1,849
                                           ------------------

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                          $  729     $   679
                                           ==================

SUPPLEMENTAL INFORMATION:
  Interest paid - related parties          $    -     $     -
  Interest paid - third parties            $   23     $    58
  Income taxes paid                        $    -     $     -

  Non-cash investing and
   financing activities:
    Capital expenditures financed
     by capital lease                      $    -     $    57
                                           ==================
</TABLE>


                 The accompanying notes are an integral part
             of the consolidated condensed financial statements.


                                   Page 6


                        ARMATRON INTERNATIONAL, INC.
            Notes to Consolidated Condensed Financial Statements


1.    NATURE OF BUSINESS
      ------------------

      The Company operates principally in two segments, the Consumer 
      Products segment and the Industrial Products segment.  Operations in 
      the Consumer Products segment involve the manufacture and distribution 
      of Flowtron leafeaters, bugkillers, yard carts, storage sheds and dog 
      houses which comprised 94% and 97% of the Company's net sales for the 
      nine months ended June 30, 1998 and for the year ended September 30, 
      1997, respectively.  The Company distributes its consumer products 
      primarily to major retailers throughout the United States, with some 
      products distributed under customer labels.  Substantially all of the 
      Consumer Products segment's sales and accounts receivable related to 
      business activities with such retailers.  The Industrial Products 
      segment manufactures electronic obstacle avoidance systems for 
      transportation and automotive applications and markets these systems 
      under the trademark "ECHOVISION".  There are no intercompany sales 
      between segments.

2.    OPINION OF MANAGEMENT
      ---------------------

      In the opinion of management, the accompanying unaudited consolidated 
      condensed financial statements contain all adjustments(including 
      normal recurring adjustments) necessary to present fairly the 
      consolidated financial position as of June 30, 1998 and 1997, and 
      September 30, 1997, and the consolidated statements of operations for 
      the three and nine months ended June 30, 1998 and 1997 and the 
      consolidated statements of cash flows for the nine months ended June 
      30, 1998 and 1997.  Certain reclassifications have been made to prior 
      period amounts to conform with the current period presentation.  These 
      financial statements should be read in conjunction with the financial 
      statements and notes thereto included in the Company's Annual Report 
      on Form 10-K  for the year ended September 30, 1997.  Certain 
      information and footnote disclosures normally included in financial 
      statements prepared in accordance with generally accepted accounting 
      principles have been condensed or omitted. The year-end balance sheet 
      data was derived from audited financial statements, but does not 
      include disclosures required by generally accepted accounting 
      principles. The accompanying unaudited, consolidated condensed 
      financial statements are not necessarily indicative of future trends 
      or the Company's operations for the entire year.

3.    REVENUE RECOGNITION
      -------------------

      Revenue from product sales is recognized at the time the products are 
      shipped.  Following industry trade practice, the Company's Consumer 
      Products segment offers extended payment terms for delivery of 
      seasonal items.  Sales terms for the Industrial Products segment are 
      30 days net.

      Provisions are recorded for estimated sales allowances and incentives 
      related to volume and program incentives offered to the Company's 
      various customers.


                                   Page 7


                        ARMATRON INTERNATIONAL, INC.
            Notes to Consolidated Condensed Financial Statements

4.    USE OF ESTIMATES
      ----------------

      The presentation of financial statements in conformity with generally 
      accepted accounting principles requires management to make estimates 
      and assumptions that affect the reported amounts of assets and 
      liabilities and disclosure of contingent assets and liabilities at the 
      date of the financial statements and the reported amounts of revenues 
      and expenses during the reporting period.  Actual results could differ 
      from those estimates.

5.    CONCENTRATION OF CREDIT RISK
      ----------------------------

      Financial instruments, which potentially subject the Company to 
      concentration of credit risk, consist principally of trade accounts 
      receivable.  If any of the Company's major customers fail to pay the 
      Company on a timely basis, it could have a material adverse effect on 
      the Company's business, financial condition and results of operations.

      For the nine months ended June 30, 1998, Sears, Roebuck and Co. and 
      Home Depot, Inc. accounted for approximately 30% and 11% of the 
      Company's net sales, respectively. At June 30, 1998, these customers 
      accounted for approximately 55% of the Company's trade accounts 
      receivable balance.

      For the year ended September 30, 1997, Sears, Roebuck and Co. and Home 
      Depot, Inc. accounted for approximately 32% and 10% of the Company's 
      net sales, respectively.  At September 30, 1997, these customers 
      accounted for approximately 57% of the Company's trade accounts 
      receivable balance.

      For the nine months ended June 30, 1997, Sears, Roebuck and Co. and 
      Home Depot, Inc. accounted for approximately 43% and 11% of the 
      Company's net sales, respectively.  At June 30, 1997, these customers 
      accounted for approximately 57% of the Company's trade accounts 
      receivable balance.  The Company's export sales are not significant.

6.    MAJOR SUPPLIERS
      ---------------

      The Company had purchased its plastic storage sheds, yard carts and 
      dog houses from one supplier.  In July 1998, the Company obtained 
      another supplier for its yard carts.  The Company has transferred its 
      production molds for yard carts to this supplier.  Management does not 
      believe the change to this new supplier will adversely affect the 
      Company's performance.  These suppliers manufacture the Company's 
      products in accordance with the Company's designs and specifications. 
      The Company believes that other suppliers could provide the required 
      products although comparable terms may not be realized.  A change in 
      suppliers could cause a delay in scheduled deliveries of the products 
      to the Company's customers and a possible loss of revenue, which would 
      adversely affect the Company's results of operations.


                                   Page 8

                        ARMATRON INTERNATIONAL, INC.
            Notes to Consolidated Condensed Financial Statements


7.    YEAR 2000 DATE CONVERSION
      -------------------------

      The Company recognizes the need to ensure its operations will not be 
      adversely impacted by Year 2000 software failures.  Software failures 
      due to processing errors potentially arising from calculations using 
      the Year 2000 date are a known risk.  The Company is addressing this 
      risk as to the availability and integrity of financial systems and the 
      reliability of operational systems.  The Company is evaluating the 
      risks and costs associated with this problem.  The computing portfolio 
      was identified, an initial assessment has been completed, and initial 
      conversion efforts are underway.  The cost of achieving Year 2000 
      compliance is estimated to be approximately $100,000 over the cost of 
      normal software upgrades and computer equipment replacements and will 
      be incurred through fiscal 1999.  The Company intends to finance 
      substantially all such costs through leasing arrangements.

8.    CASH
      ----

      The Company maintains its cash in bank deposit accounts that, at 
      times, may exceed Federally insured limits and in deposit accounts at 
      its commercial finance company.  The Company has not experienced any 
      losses in such accounts.  The Company believes it is not exposed to 
      any significant credit risk on cash and cash equivalents.

9.    INVENTORIES
      -----------

      Inventories are stated on a first-in, first-out (FIFO) method at the 
      lower of cost or market and consisted of the following:

<TABLE>
<CAPTION>
                                                 (In Thousands)
                                          (Unaudited)         (Audited)
                                           June 30,          September 30,
                                        1998       1997          1997
                                        ----------------------------------

      <S>                              <C>        <C>           <C>
      Purchased Components             $1,658     $2,032        $1,680
      Work in Process                      22         29            21
      Finished Goods                      724      1,221         1,010
                                       -------------------------------
                                       $2,404     $3,282        $2,711
                                       ===============================
</TABLE>


10.   PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
      ----------------------------------------------

      Property and equipment are stated at cost.  Depreciation is computed 
      based upon the estimated useful lives of the various assets using the 
      straight-line method with annual rates of depreciation of 10 to 33 
      1/3%.  Capitalized tooling costs are amortized over three years.  
      Leasehold improvements are amortized over the lesser of the term of 
      the lease or the estimated useful life of the related assets.  Tooling 
      and molding costs are charged to a deferred cost account, prepaid 
      tooling, as incurred, until the tool or mold is completed.  Upon 
      completion the costs are transferred to a property/equipment account.


                                   Page 9


                        ARMATRON INTERNATIONAL, INC.
            Notes to Consolidated Condensed Financial Statements


      Maintenance and repairs are charged to operations as incurred.  
      Renewals and betterments, which materially extend the life of assets, 
      are capitalized and depreciated.  Upon disposal, the asset cost and 
      related accumulated depreciation are removed from their respective 
      accounts.  Any resulting gain or loss is reflected in earnings.

11.   OTHER CURRENT LIABILITIES
      -------------------------

      Other current liabilities consist of the following as of:

<TABLE>
<CAPTION>
                                                 (Unaudited)         (Audited)
                                                   June 30,        September 30,
                                               ---------------     -------------
                                                1998      1997         1997

      <S>                                      <C>        <C>          <C>
      Salaries, commissions
       and benefits.......................     $  514     $390         $399
      Sales allowances and incentives.....        115        -          163
      Professional fees...................         94       92           78
      Warranty costs......................         71       62           37
      Advertising costs...................        110      152           82
      Other...............................         96      265          149
                                               ----------------------------
                                               $1,000     $961         $908
                                               ============================
</TABLE>


12.   DEBT
      ----

      Long-Term Debt With Related Parties
      -----------------------------------

      The Company has a $7,000,000 line of credit with a realty trust
      operated for the benefit of the Company's principal shareholders.  
      This line of credit, with interest at 10%, requires monthly payments 
      of interest only, is payable in full in October 1998, and is 
      collateralized by all assets of the Company.  The Company had 
      $4,715,000 outstanding under this line of credit at June 30, 1998.  
      Repayment of this line of credit is subordinate to the repayment of 
      any and all balances outstanding on the revolving line of credit 
      described below. At June 30, 1998 interest payments totaling 
      $1,274,000 were in arrears for the period November 1, 1995 to June 30, 
      1998.  On July 28, 1998 the Company received a waiver for the covenant 
      violation as to the interest payments.  The waiver extends the due 
      date as to the interest payments until June 30, 1999.  The Company 
      plans to renew its line of credit with the realty trust operated for 
      the benefit of the Company's principal shareholders under terms and 
      conditions similar to existing terms and conditions prior to October 
      1998 and does not anticipate any problems or delays.


                                   Page 10


                        ARMATRON INTERNATIONAL, INC.
            Notes to Consolidated Condensed Financial Statements


      Note Payable
      ------------

      The Company has a $3,500,000 revolving line of credit with a 
      commercial finance company, which permits combined borrowings up to 
      $3,500,000 in cash and letters of credit.  This line of credit is 
      collateralized by all the assets of the Company and expires in 
      December 1999.  The terms of this agreement include a borrowing limit 
      which fluctuates depending on the levels of accounts receivable and 
      inventory which collateralize the borrowings.  The agreement contains 
      various covenants pertaining to maintenance of working capital, net 
      worth, restrictions on dividend distributions and other conditions.  
      Interest on amounts outstanding is payable on a monthly basis at 1 
      3/4% over the commercial base rate.  The commercial base rate was 8.5% 
      at June 30, 1998.  At June 30, 1998 the Company did not have letters 
      of credit or borrowings outstanding and approximately $3,404,000 was 
      available, pursuant to the borrowing formula, under this credit 
      agreement.

13.   NEW ACCOUNTING PRONOUNCEMENTS
      -----------------------------

      In 1997, the Financial Accounting Standards Board ("FASB") issued 
      Statement of Financial Accounting Standards ("SFAS") No. 130, 
      "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about 
      Segments of an Enterprise and Related Information." These 
      pronouncements are effective for fiscal years beginning after December 
      15, 1997.  The Company does not believe that these new pronouncements 
      will have a material effect on its financial statements.

      In 1998, the American Institute of Certified Public Accountants issued 
      Statement of Position 98-1, "Accounting for Costs of Computer Software 
      Developed or Obtained for Internal Use."  The Company does not believe 
      that this pronouncement will have a material impact on its business or 
      results of operations.


                                   Page 11


                        ARMATRON INTERNATIONAL, INC.
        Management's Discussion and Analysis of Financial Conditions
                          and Results of Operations

OVERVIEW
--------

The Company operates principally in two segments, the Consumer Products 
segment and Industrial Products segment.  Operations in the Consumer 
Products segment involve manufacture and distribution of Flowtron leaf-
eaters, bugkillers, yard carts, storage sheds, and dog houses which 
comprised 94%  and 97% of the Company's net sales for the nine months ended 
June 30, 1998 and for the year ended September 30, 1997, respectively.  The 
Company distributes its consumer products primarily to major retailers 
throughout the United States, with some products distributed under customer 
labels.  Substantially all of this segment's sales and accounts receivable 
related to business activities with such retailers.  The Industrial Products 
segment manufactures electronic obstacle avoidance systems for 
transportation and automotive applications and markets these systems under 
the trademark "ECHOVISION".  There are no intercompany sales between 
segments.

For the nine months ended June 30, 1998, Sears, Roebuck and Co. and Home 
Depot, Inc. accounted for approximately 30% and 11%, respectively, of the 
Company's net sales.  At June 30, 1998, these customers accounted for 
approximately 55% of the Company's trade accounts receivable.  If any of the 
Company's major customers fail to pay the Company on a timely basis, it 
could have a material adverse effect on the Company's business, financial 
condition and results of operations.

The Company had purchased its plastic storage sheds, yard carts and dog 
houses from one supplier.  In July 1998, the Company obtained another 
supplier for its yard carts.  The Company has transferred its production 
molds for yard carts to this new supplier. Management does not believe the
change to this new supplier will adversely affect the Company's performance.
These suppliers manufacture the Company's products in accordance with the
Company's designs and specifications.  The Company believes that other
suppliers could provide the required products although comparable terms may
not be realized.  A change of suppliers could cause a delay in scheduled
deliveries of the products to the Company's customers and a possible loss of
revenue, which would adversely affect the Company's results of operations.

FORWARD-LOOKING STATEMENTS
--------------------------

Management's discussion and analysis of the results of operations and 
financial conditions and other sections of this report contain forward-
looking statements" about its prospects for the future.  Such statements are 
subject to certain risks and uncertainties, which could cause actual results 
to differ materially from those, projected.  Such risks and uncertainties 
include, but are not limited to the following:


                                   Page 12


                        ARMATRON INTERNATIONAL, INC.
        Management's Discussion and Analysis of Financial Conditions
                          and Results of Operations

*     The Company's consumer products business is cyclical and is affected 
      by weather and some of the same economic factors that affects the 
      consumer and lawn and garden industries generally, including interest 
      rates, the availability of financing and general economic conditions.  
      In addition, the lawn and garden products manufacturing business is 
      highly competitive.  Actions of competitors, including changes in 
      pricing, or slowing demand for lawn and garden products due to general 
      or industry economic conditions or the amount of inclement weather 
      could result in decreased demand for the Company's products, lower 
      prices received or reduced utilization of plant facilities.

*     Increased costs of raw materials can result in reduced margins, as can 
      higher transportation and shipping costs.  Historically, the Company 
      has been able to pass some of the higher raw material and 
      transportation costs through to the customer.  Should the Company be 
      unable to recover higher raw material and transportation costs from 
      price increases of its products, operating results could be lower than 
      projected.

*     If progress in manufacturing of products is slower than anticipated or 
      if demand for products produced does not meet current expectations, 
      operating results could be adversely affected.

*     If the success of the Company in strengthening its relationship with 
      its customers, growing sales at targeted accounts, and expanding 
      geographically area not realized, operating results could be adversely 
      affected.

*     If the Company's loses any of its major customers, operating results 
      would be adversely affected.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company's primary cash requirements are for operating expenses, 
including labor costs, raw material purchases and funding of accounts 
receivable.  Historically, the Company's sources of cash have been 
borrowings from banks and finance companies and notes from a realty trust 
which is operated for the benefit of the Company's principal shareholders.

During the nine months ended June 30, 1998, operating activities used cash 
of approximately $257,000 primarily due to an increase in accounts 
receivable of $2,246,000, offset by a decrease of inventories of $307,000, 
increases in accounts payable of $1,068,000, interest payable of $357,000 
and other current liabilities of $92,000 and the net loss of $97,000.


                                   Page 13


                        ARMATRON INTERNATIONAL, INC.
        Management's Discussion and Analysis of Financial Conditions
                          and Results of Operations

The Company's Consumer Products segment is subject to seasonal fluctuations.  
The Company manufacturers its products primarily in the first three quarters 
of its fiscal year with most shipments of the products occurring in the 
third quarter of the Company's fiscal year.  Due to the timing as to the 
production and shipment of the Company's products it is common for the 
accounts receivable to increase during the third quarter of its fiscal year.  
Inventories are generally built up during the first six months of the fiscal 
year such that the Company will have the necessary products available for 
timely shipments to its customers during the Company's third and fourth 
quarters of its fiscal year.  In addition, accounts payable and other 
current liabilities increased during the first nine months of the fiscal 
year due to the increased purchasing activities of the Company in support of 
its operations.

The Company has a revolving line of credit agreement with a commercial 
finance company, which permits combined borrowings up to $3,500,000 in cash 
and letters of credit.  This line of credit is collateralized by all assets 
of the Company and expires in December 1999. At June 30, 1998 the Company 
did not have letters of credit or borrowings outstanding and approximately 
$3,404,000 was available, pursuant to the borrowing formula, under this 
credit agreement.

The Company has a $7,000,000 line of credit with a realty trust that is 
operated for the benefit of the Company's principal shareholders. These 
principal shareholders include the Company's President, a Director who is 
also President of the Company's subsidiary (Automatic Radio International, 
Inc.).  This line of credit, with interest payable at 10%, requires monthly 
payments of interest only, is payable in full in October 1998 and is 
collateralized by all assets of the Company.  Interest payments for the 
period November 1, 1995 through June 30, 1998 are in arrears.  The Company 
had $4,715,000 outstanding under this line of credit on June 30, 1998.  On 
July 28, 1998, the Company received a waiver for the covenant violation as 
to the interest payments.  The waiver extends the due date as to the 
interest payments until June 30, 1999.  The Company plans to renew its line 
of credit with the realty trust which is operated for the benefit of the 
principal shareholders under terms and conditions similar to existing terms 
and conditions prior to October 1998 and does not anticipate any problems or 
delays with such renewal.


                                   Page 14


                        ARMATRON INTERNATIONAL, INC.
        Management's Discussion and Analysis of Financial Conditions
                          and Results of Operations

Following industry trade practice, the Consumer Product segment offers 
extended payment terms for delivery of existing seasonal products such as 
the Flowtron bugkiller, leaf-eater, compost bin, yard cart and storage shed. 
Sales terms for the Industrial Products segment are 30 days net.

The Company made investments of $127,000 in capital expenditures during the 
nine months ended June 30, 1998.  These expenditures were primarily for 
tooling and dies used in production of the Company's products.  As of June 
30, 1998 the Company has commitments of approximately $6,000 for capital 
expenditures that primarily relate to tooling and dies used in production.

In 1991, the California Department of Health Services (DHS) issued a 
Corrective Action Order (CAO) against the Company and a former subsidiary.  
The CAO requires the Company and a former subsidiary to comply with a 
Cleanup and Abatement Order that was issued in 1990 against the Company for 
soil contamination at the site of the former subsidiary.  To date, no 
determination has been made with regard to the extent of any environmental 
damage and who may be liable.  The Company does not believe, based on the 
information available at this time, that the outcome of this matter will 
have a material adverse effect on its financial position or results of 
operations.

The Company believes that its present working capital, credit arrangements 
with a commercial finance company and its line of credit with a realty trust 
which is operated for the benefit of the Company's principal shareholders 
and other sources of financing will be sufficient to finance its seasonal 
borrowing needs, operations and investment in capital expenditures in fiscal 
1998.  Other sources of financing, primarily provided by the Company's 
principal shareholders, are available to finance any working capital 
deficiencies.


RESULTS OF OPERATIONS

Three months ended June 30, 1998
--------------------------------

The results of consolidated operations for the three months ended June 30, 
1998 resulted in net income of $601,000, or $.24 per share, as compared with 
net income of $558,000 or $.23 per share in the same period of the previous 
year.

Net sales increased $779,000, or 14.7%, to $6,046,000 for the three months 
ended June 30, 1998, as compared to $5,267,000 for the same period of the 
previous year.  The increase in net sales was attributable to additional 
volume of shipments of bugkiller and shed products.


                                   Page 15


                        ARMATRON INTERNATIONAL, INC.
        Management's Discussion and Analysis of Financial Conditions
                          and Results of Operations

Operating profit is the result of deducting operating expenses excluding 
interest expense, general corporate expenses, and income taxes from total 
revenue.

During the three and nine months ended June 30, 1998, general corporate
expenses were $173,000 and $527,000, respectively, as compared to general
corporate expenses of $141,000 and $484,000 for the three and nine months
ended June 30, 1997, respectively.
 
Net sales and operating profit for the Consumer Products segment for the 
three months ended June 30, 1998 were approximately $5,835,000 and $898,000, 
respectively, as compared to $5,184,000 and $905,000 in the previous year. 
The increase in net sales was primarily due to additional volume of 
shipments of bugkiller and shed products.  Product lines within the Consumer 
Products segment are subject to seasonal fluctuations, with most shipments 
occurring in the third quarter of the Company's fiscal year.  The reduction 
in operating profit was due to the underutilization of this segment's 
facilities. 

Net sales and operating loss for the Industrial Products segment for the 
three months ended June 30, 1998 were approximately $211,000 and $1,000, 
respectively, as compared to net sales of $83,000 and an operating loss of 
$50,000 for the same period of the prior year.  The increase in net sales 
for the Industrial Products segment was due to additional volume of 
shipments of the Company's Echovision systems to new and existing customers.

Selling, general and administrative expenses increased $6,000 to $766,000 
for the three months ended June 30, 1998, as compared to $760,000 for the 
same period of the prior year.  As a percentage of net sales, selling, 
general, and administrative expenses were 12.7% of net sales for the three 
months ended June 30, 1998 as compared to 14.4% of net sales for the three 
months ended June 30, 1997.  

Taxes were not provided during the three months ended June 30, 1998 as the 
Company has net operating loss carry-forwards available to offset such 
provisions.

Nine months ended June 30, 1998
-------------------------------

The results of consolidated operations for the nine months ended June 30, 
1998 resulted in a net loss of $97,000 or $.04 per share, as compared with a 
net loss of $217,000, or $.31 per share in the same period of the previous 
year.  Net sales increased $108,000, or 1.0%, to $10,458,000 for the nine 
months ended June 30, 1998, as compared to $10,350,000 for the corresponding 
period in the previous year. The increase in net sales was attributable to 
additional volume of shipments of Echovision systems of approximately 
$459,000, offset by a decrease in sales volume of the Consumer Products 
segment of approximately $350,000.


                                   Page 16


                        ARMATRON INTERNATIONAL, INC.
        Management's Discussion and Analysis of Financial Conditions
                          and Results of Operations

Net sales and operating profit for the Consumer Products segment for the 
nine months ended June 30, 1998 were approximately $9,867,000 and $782,000, 
respectively, as compared to net sales of $10,217,000 and operating profit 
of $874,000 in the previous year.  The decrease in net sales of 3.4% was 
primarily due to a decrease in sales volume of bugkiller products.  

Net sales and operating loss for the Industrial Products segment during the 
nine months ended June 30, 1998 were approximately $591,000 and $5,000, 
respectively, as compared to net sales of $132,000 and an operating loss of 
$229,000 for the same period of the prior year. The increase in net sales of 
348% for the Industrial Products segment was due to additional volume of 
shipments of the Company's Echovision systems to new and existing customers.

Selling, general and administrative decreased $130,000, or 6.7% to 
$1,807,000. As a percentage of net sales, selling, general, and 
administrative expenses were 17.2% of net sales for the nine months ended 
June 30, 1998 as compared to 18.7% of net sales for the nine months ended 
June 30, 1997.  

Additional tax benefits from the losses on operations for the nine months 
ended June 30, 1998 were offset by changes to the related valuation 
allowances.

New Pronouncements
------------------

In 1997, the Financial Accounting Standards Board ("FASB") issued Statement 
of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive 
Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and 
Related Information."   These pronouncements are effective for fiscal years 
beginning after December 15, 1997.  The Company does not believe these new 
pronouncements will have a material effect on its financial statements.

In 1998, the American Institute of Certified Public Accountants issued 
Statement of Position 98-1, "Accounting for Costs of Computer
Software Developed or Obtained for Internal Use."  The Company does not 
believe that this pronouncement will have a material impact on its business 
or results of operations.


                                   Page 17


                        ARMATRON INTERNATIONAL, INC.


                                   PART II


Item 6b.

         Reports on Form 8-K

      The Company filed no Form 8-K's for the quarter ended June 30, 1998.


                                   Page 18


                        ARMATRON INTERNATIONAL, INC.


                               File No. 1-4433

                            ____________________


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




                                       ARMATRON INTERNATIONAL, INC.
                                               (Registrant)



Date:  August 11, 1998                 /s/  Charles J. Housman
                                       Charles J. Housman, President
                                       and Treasurer


Date:  August 11, 1998                 /s/  Edward L. Housman
                                       Director


Date:  August 11, 1998                 /s/  Malcolm D. Finks
                                       Director


                                   Page 19