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 March 31, 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 April 30, 1998 is 2,459,749 shares.


<PAGE>                              Page 1


                        ARMATRON INTERNATIONAL, INC.
                               File No. 1-4433

                        ____________________________


                                                                    PAGE(S)
                                                                    -------

PART I - FINANCIAL INFORMATION

      Item 1 - Financial Statements

      Consolidated Condensed Balance Sheets -
      March 31, 1998 and 1997, and September 30, 1997                 3 - 4

      Consolidated Condensed Statements of
      Operations for the three and six months
      ended March 31, 1998 and 1997                                       5

      Consolidated Condensed Statements of
      Cash Flows for the six months ended
      March 31, 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>                              Page 2


                        ARMATRON INTERNATIONAL, INC.
                    Consolidated Condensed Balance Sheets
               March 31, 1998 and 1997, and September 30, 1997
                           (Dollars in Thousands)

<TABLE>
<CAPTION>
                                              (Unaudited)           (Audited)
                                                March 31,         September 30,
                                            1998         1997         1997
                                            ----         ----         ----

ASSETS

<S>                                        <C>          <C>          <C>
CURRENT ASSETS:
  Cash and cash equivalents                $  328       $   80       $1,126
  Trade accounts receivable,net             2,637        3,769        2,389
  Inventories                               3,433        2,970        2,711
  Deferred taxes                              113          130          113
  Prepaid and other current assets            248          277          165
                                           ------       ------       ------
      Total Current Assets                  6,759        7,226        6,504

PROPERTY AND EQUIPMENT, NET                   540          670          589

OTHER ASSETS                                  107          107          171
                                           ------       ------       ------

      Total Assets                         $7,406       $8,003       $7,264
                                           ======       ======       ======
</TABLE>


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


<PAGE>                              Page 3


                        ARMATRON INTERNATIONAL, INC.
                    Consolidated Condensed Balance Sheets
               March 31, 1998 and 1997, and September 30, 1997
                           (Dollars in Thousands)

<TABLE>
<CAPTION>
                                              (Unaudited)           (Audited)
                                                March 31,         September 30,
                                            1998         1997         1997
                                            ----         ----         ----

<S>                                        <C>          <C>          <C>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
 CURRENT LIABILITIES:

  Accounts payable                          1,390        1,540          695
  Other current liabilities                 1,989        1,564        1,825
  Current portion under capital
   lease obligations                           19            -           18
  Notes payable                                 -          625            -
                                           ------       ------       ------

      Total Current Liabilities             3,398        3,729        2,538
                                           ------       ------       ------

LONG-TERM DEBT, RELATED PARTIES             4,715        4,754        4,715
                                           ------       ------       ------
LONG-TERM CAPITAL LEASE OBLIGATIONS,
 NET OF CURRENT PORTION                        20            -           30
                                           ------       ------       ------
DEFERRED RENT, NET OF CURRENT PORTION          28           66           38
                                           ------       ------       ------

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock, par value $1 per
   share, 6,000,000 shares author-
   ized; 2,606,481 shares issued 
   at March 31, 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                      (9,745)      (9,536)      (9,047)
                                           ------       ------       ------
                                             (369)        (160)         329

  Less:
    Treasury stock at cost,146,732
     shares at March 31, 1998 and 
     1997, and September 30, 1997             386          386          386
                                           ------       ------       ------
      Total Stockholders'(Deficiency)
       Equity                                (755)        (546)         (57)
                                           ------       ------       ------
      Total Liabilities and
       Stockholders' (Deficiency)
       Equity                              $7,406       $8,003       $7,264
                                           ======       ======       ======
</TABLE>


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


<PAGE>                              Page 4


                        ARMATRON INTERNATIONAL, INC.
               Consolidated Condensed Statements of Operations
         for the Three and Six Months Ended March 31, 1998 and 1997
                (Dollars in Thousands Except Per Share Data)

<TABLE>
<CAPTION>
                                                  (Unaudited)
                                     Three Months            Six Months
                                    Ended March 31,        Ended March 31,
                                  ------------------      ------------------
                                   1998        1997        1998        1997
                                   ----        ----        ----        ----

<S>                               <C>         <C>         <C>         <C>
Net sales                         $3,198      $3,868      $4,412      $5,083

Cost of products sold              2,446       3,074       3,845       4,459

Selling, general and
 administrative expenses             580         668       1,041       1,177

Interest expense-related parties     118         118         238         238

Interest expense-third parties         8          12          16          19

Other (income) expense - net         (13)         (7)        (30)        (35)
                                  ------      ------      ------      ------

      Net income (loss)           $   58      $    3      $ (698)     $ (775)
                                  ======      ======      ======      ======

Per Share:

      Net income (loss)           $  .02      $  .00      $ (.28)     $ (.31)
                                  ======      ======      ======      ======

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>                              Page 5


                        ARMATRON INTERNATIONAL, INC.
               Consolidated Condensed Statements of Cash Flows
              for the Six Months Ended March 31, 1998 and 1997
                           (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                        (Unaudited)
                                                     Six Months Ended
                                                         March 31,
                                                    -------------------
                                                     1998         1997
                                                     ----         ----

<S>                                                 <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                          $ (698)      $  (775)
  Adjustments to reconcile net loss
   to net cash flows from operating activities:
     Depreciation and amortization                     150           147
     Loss on disposal of equipment                                     1
     Change in operating assets and liabilities       (130)       (1,633)
                                                    ------       -------
  Net cash flow used for operating activities:        (678)       (2,260)
                                                    ------       -------

CASH FLOWS FROM INVESTING ACTIVITIES
  Payments for machinery and equipment                (111)         (190)
                                                    ------       -------
    Net cash flow used for investing activities:      (111)         (190)
                                                    ------       -------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowings (payment) under 
   commercial finance company line of credit             -           625
  Borrowings on long-term debt - third
   parties                                               -            56
  Payment on capital lease obligations                  (9)            -
                                                    ------       -------
    Net cash flow used for financing activities:        (9)          681
                                                    ------       -------

NET DECREASE IN CASH AND CASH EQUIVALENTS             (798)       (1,769)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                 1,126         1,848
                                                    ------       -------

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                   $  328       $    80
                                                    ======       =======

SUPPLEMENTAL INFORMATION:
  Interest paid - related parties                   $    -        $    -
  Interest paid - third parties                     $   16        $   19
  Income taxes paid                                 $    -        $    -
</TABLE>


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


<PAGE>                              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 92% and 97% of the Company's net sales for the six months ended 
March 31, 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.

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 March 31, 1998 and 1997, and September 30, 1997, 
and the consolidated statements of operations for the three and six months 
ended March 31, 1998 and 1997 and the consolidated statements of cash flows 
for the six months ended March 31, 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, based upon historical experience, are recorded for estimated 
sales allowances and incentives related to volume and program incentives 
offered to the Company's various customers.


<PAGE>                              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 six months ended March 31, 1998, Sears, Roebuck and Co. and Home 
Depot, Inc. accounted for approximately 27% and 15% of the Company's net 
sales, respectively. At March 31, 1998, these customers accounted for 
approximately 54% 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 six months ended March 31, 1997, Sears, Roebuck and Co. and Home 
Depot, Inc. accounted for approximately 35% and 10% of the Company's net 
sales, respectively.  At March 31, 1997, these customers accounted for 
approximately 53% of the Company's trade accounts receivable balance.

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

The Company currently purchases its plastic storage sheds, yard carts and 
dog houses from one supplier.  This supplier manufactures these 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>                              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 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 which, 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)
                                              March 31        September 30,
                                          1998        1997        1997
                                          ----        ----        ----

      <S>                                <C>         <C>         <C>
      Purchased Components               $2,042      $2,144      $1,680
      Work in Process                        25         120          21
      Finished Goods                      1,366         706       1,010
                                         ------      ------      ------
                                         $3,433      $2,970      $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>                              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.

1l.  OTHER CURRENT LIABILITIES
------------------------------

Other current liabilities consist of the following as of:

<TABLE>
<CAPTION>
                                              (Unaudited)         (Audited)
                                                March 31,       September 30,
                                            1998        1997        1997
                                            ----        ----        ----

      <S>                                  <C>         <C>         <C>
      Salaries, commissions
       and benefits                        $  400      $  401      $  399
      Sales allowances and incentives         139           -         163
      Professional fees                        67          73          78
      Warranty costs                           51          66          37
      Advertising costs                        84         144          82
      Interest                              1,155         677         917
      Other                                    93         203         149
                                           ------      ------      ------
                                           $1,989      $1,564      $1,825
                                           ======      ======      ======
</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 March 
31, 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 March 31, 1998 interest payments totaling $1,155,000 
were in arrears for the period November 1, 1995 to March 31, 1998.  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>                              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 March 31, 1998.  At March 31, 1998 the Company was contingently liable 
for outstanding letters of credit amounting to approximately $151,000 and 
approximately $2,636,000 was available, pursuant to the borrowing formula, 
under this credit agreement.

13.  New Pronouncements
-----------------------

The Financial Accounting Standards Board issued Statement No. 130, 
"Reporting Comprehensive Income" which establishes standards for the 
reporting and display of comprehensive income in general-purpose financial 
statements.  The Company has not assessed the impact of this Standard on its 
financial statements.

The Financial Accounting Standards Board issued Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which 
establishes standards for the reporting of operating segments in the 
financial statements.  The Company has not assessed the impact of this 
Standard on its financial statements.


<PAGE>                              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  92%  and 97% of the Company's net sales for the six months ended 
March 31, 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 six months ended March 31, 1998, Sears, Roebuck and Co. and Home 
Depot, Inc. accounted for approximately 27% and 15%, respectively, of the 
Company's net sales.  At March 31, 1998, these customers accounted for 
approximately 54% 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 currently purchases its plastic storage sheds, yard carts and 
dog houses from one supplier.  This supplier manufacturers the 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:

*  The Company's consumer products business is cyclical and is affected by 
   weather and some of the same economic factors 


<PAGE>                              Page 12


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


   that affect 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 six months ended March 31, 1998, operating activities used cash 
of approximately $678,000 primarily due to an increase in accounts 
receivable of $248,000, an increase of inventories of $722,000 offset by 
increases in accounts payable of $695,000 and accrued expenses of $164,000 
and the net loss of $698,000.


<PAGE>                              Page 13


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


The Company 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 and fourth quarters of the Company's fiscal year.  Due to this timing 
as to the production and shipment of the Company's products it is common for 
the accounts receivable to increase during the first six months of the 
fiscal year as sales during these six months generally have been offered 
extended payment terms.  Inventories are also 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 accrued expenses increase during the first six months 
of the fiscal year due to the increased purchasing activities of the Company 
in support of its inventory buildup.  

The Company deferred approximately $30,000 of period costs during the first 
quarter of fiscal 1998. These period costs were primarily indirect costs 
related to staging and marshalling inventory items. These deferred costs 
have been absorbed in the second quarter of fiscal 1998 and the Company
does not anticipate such deferrals in future periods.  

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 March 31, 1998 the Company 
was contingently liable for outstanding letters of credit amounting to 
approximately $151,000 and approximately $2,636,000 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 which 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 March 31, 1997 are in arrears.  The Company 
had $4,715,000 outstanding under this line of credit on March 31, 1998.  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>                              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 $111,000 in capital expenditures during the 
six months ended March 31, 1998.  These expenditures were primarily for 
tooling and dies used in production of the Company's Consumer Products.  As 
of March 31, 1998 the Company has commitments of approximately $62,000 for 
capital expenditures of which approximately $56,000 relates to computer 
equipment replacements and approximately $6,000 relates 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 which 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 
operation.

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 March 31, 1998

The results of consolidated operations for the three months ended March 31, 
1998 resulted in net income of $58,000, or $.02 per share, as compared with 
net income of $3,000 or $.00 per share in the same period of the previous 
year. 

Net sales decreased $670,000, or 17.3%, to $3,198,000 for the three months 
ended March 31, 1998, as compared to $3,868,000 for the same period of the 
previous year.  The decrease in net sales was primarily attributable to the 
decrease in sales of bugkiller products due to customers delaying scheduled 
deliveries and orders.


<PAGE>                              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. 

Net sales and operating income for the Consumer Products segment for the 
three months ended March 31, 1998 were approximately $3,030,000 and 
$356,000, respectively, as compared to $3,852,000 and $406,000 in the 
previous year. The decrease in net sales was primarily due a decrease in 
sales of bugkiller products due to customers delaying deliveries and orders.  
Product lines within the Consumer Products segment are subject to seasonal 
fluctuations, with most shipments occurring in the third and fourth quarters 
of the Company's fiscal year.  

Net sales and operating loss for the Industrial Products segment for the 
three months ended March 31, 1998 were approximately $167,000 and $1,000, 
respectively, as compared to net sales of $16,000 and an operating loss of 
$95,000 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.

Selling, general and administrative expenses decreased $88,000 or 13.2%, to 
$580,000 for the three months ended March 31, 1998, as compared to $668,000 
for the same period of the prior year.  As a percentage of net sales, 
selling, general, and administrative expenses were 18.1% of net sales for 
the three months ended March 31, 1998 as compared to 17.3% of net sales for 
the three months ended March 31, 1997.  

Taxes were not provided during the three months ended March 31, 1998 as the 
Company has net operating loss carry-forwards available to offset such
provisions.

Six months ended March 31, 1998

The results of consolidated operations for the six months ended March 31, 
1998 resulted in a net loss of $698,000 or $.28 per share, as compared with 
a net loss of $775,000, or $.31 per share in the same period of the previous 
year.  Net sales decreased $671,000, or 13.2%, to $4,412,000 for the six 
months ended March 31, 1998, as compared to $5,083,000 for the corresponding 
period in the previous year. The decrease in net sales was primarily 
attributable to the decrease in sales of bugkiller products due to customers 
delaying scheduled deliveries and orders.

Net sales and operating loss for the Consumer Products segment for the six 
months ended March 31, 1998 were approximately $4,032,000 and $116,000, 
respectively, as compared to net sales of $5,034,000 and operating losses of 
$31,000 in the previous year.  The decrease in net sales was primarily
attributable to the decrease in sales of bugkiller products due to customers
delaying scheduled deliveries and orders.


<PAGE>                              Page 16


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


Net sales and operating losses for the Industrial Products segment during 
the six months ended March 31, 1998 were approximately $380,000 and $4,000, 
respectively, as compared to net sales of $49,000 and an operating loss of 
$179,000 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.

Selling, general and administrative decreased $136,000, or 11.6% to 
$1,041,000. As a percentage of net sales, selling, general, and 
administrative expenses were 23.6% of net sales for the six months ended 
March 31, 1998 as compared to 23.2% of net sales for the six months ended 
March 31, 1997.  

Additional tax benefits from the losses on operations for the six months 
ended March 31, 1998 were offset by changes to the related valuation 
allowances.

New Pronouncements

The Financial Accounting Standards Board issued Statement No. 130, 
"Reporting Comprehensive Income" which establishes standards for the 
reporting and display of comprehensive income in general-purpose financial 
statements.  The Company has not assessed the impact of this Standard on its 
financial statements.

The Financial Accounting Standards Board issued Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which 
establishes standards for the reporting of operating segments in the 
financial statements.  The Company has not assessed the impact of this 
Standard on its financial statements.


<PAGE>                              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 March 31, 1998.


<PAGE>                              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:  May 11, 1998              /s/  Charles J. Housman
                                 Charles J. Housman, President
                                 and Treasurer

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

Date:  May 11, 1998              /s/  James M. Murphy
                                 Controller


<PAGE>                              Page 19