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, 1997.

                                       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)


                                 (617) 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, 1997 is 2,459,749 shares.



                          ARMATRON INTERNATIONAL, INC.

                                                                File No. 1-4433

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



<TABLE>
<CAPTION>
                                                                               PAGE(S)


<S>      <C>                                                                   <C>
PART I - FINANCIAL INFORMATION

         Item 1 - Financial Statements

         Consolidated Condensed Balance Sheets - March 31, 1997 and 1996, 
         and September 30, 1996                                                3 - 4

         Consolidated Condensed Statements of Operations for the three and 
         six months ended March 31, 1997 and 1996                                  5

         Consolidated Condensed Statements of Cash Flows for the six months
         ended March 31, 1997 and 1996                                             6

         Notes to Consolidated Condensed Financial Statements                  7 - 8


         Item 2

         Management's Discussion and Analysis of Financial Condition and 
         Results of Operations                                                 9 - 12



PART II - OTHER INFORMATION

         Item 6(b)   Reports on Form 8-K                                         13


SIGNATURES                                                                       14
</TABLE>


                                     Page 2



                          ARMATRON INTERNATIONAL, INC.
                     Consolidated Condensed Balance Sheets
                March 31, 1997 and 1996, and September 30, 1996
                             (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                     (Unaudited)           (Audited)
                                                      March 31,          September 30,
                                                   1997        1996          1996

<S>                                               <C>         <C>           <C>
ASSETS

  CURRENT ASSETS:
    Cash and cash equivalents                     $    80     $   106       $ 1,849
    Trade accounts receivable, net                  3,769       2,687         2,121
    Inventories (Note 2)                            2,970       2,939         2,349
    Deferred tax asset                                130         165           130
    Prepaids & other current assets                   277         229           187
      Total Current Assets                          7,226       6,126         6,636


MACHINERY & EQUIPMENT, NET                            670         785           637



OTHER ASSETS                                          107         108           202

      Total Assets                                $ 8,003     $ 7,019       $ 7,475
                                                  =================================
</TABLE>


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



                                     Page 3



                          ARMATRON INTERNATIONAL, INC.
                     Consolidated Condensed Balance Sheets
                March 31, 1997 and 1996, and September 30, 1996
                             (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                     (Unaudited)          (Audited)
                                                      March 31,           Sept. 30,
                                                   1997        1996          1996

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

  Accounts payable                                  1,540       1,639         1,171
  Accrued liabilities (Note 3)                      1,564       1,027         1,285
  Notes Payable (Note 5)                              625                       -0-

      Total Current Liabilities                     3,729       2,666         2,456
                                                  ---------------------------------

LONG-TERM DEBT  (NOTE 4)                            4,754       4,715         4,715
                                                  ---------------------------------
DEFERRED RENT                                          66         -0-            75

STOCKHOLDERS' EQUITY:
  Common stock, par value $1 per share, 
   6,000,000 shares authorized; shares 
   issued at March 31, 1997 and 1996, and
   September 30, 1996, 2,606,481 shares             2,606       2,606         2,606
  Paid-in capital                                   6,770       6,770         6,770
  Accumulated deficit                              (9,536)     (9,352)       (8,761)
                                                  ---------------------------------
                                                     (160)         24           615


  Less:
    Treasury stock at cost - 146,732 at 
     March 31, 1997 and 1996 and 
     September 30, 1996                               386         386           386
                                                  ---------------------------------
Total Stockholders'(Deficiency) Equity               (546)        362           229
                                                  ---------------------------------
      Total Liabilities & Stockholders' 
       (Deficiency) Equity                        $ 8,003     $ 7,019       $ 7,475
                                                  =================================
</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 Six Months Ended March 31, 1997 and 1996
                  (Dollars in Thousands Except Per Share Data)

<TABLE>
<CAPTION>
                                                               (Unaudited)
                                                 Three Months              Six Months
                                                Ended March 31,           Ended March 31,
                                              1997         1996         1997         1996

<S>                                         <C>          <C>          <C>          <C>
Net Sales                                   $   3,868    $   3,051    $   5,083    $   4,192

Cost of Products Sold                           3,074        2,494        4,459        3,778

Selling, general and administrative 
 expenses                                         668          728        1,177        1,284

Interest expense-related parties                  118          120          238          240

Interest expense-third parties                     12            7           19            9

Other (income) expense - net                       (7)          (3)         (35)         (33)

      Net Income/(Loss)                     $       3    $    (295)   $    (775)   $  (1,086)
                                            ================================================

Per Share:

      Net Income/(Loss)                     $    (.00)   $    (.12)   $    (.31)   $    (.44)
                                            ================================================

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 Six Months Ended March 31, 1997 and 1996
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                              (Unaudited)
                                                            Six Months Ended
                                                               March 31,
                                                           1997         1996

<S>                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                              $   (775)    $ (1,086)
  Adjustments to reconcile net loss to net cash 
   flows from operating activities:
    Depreciation                                             147          199
    Loss on disposal of equipment                              1           (1)
    Change in operating assets & liabilities              (1,633)        (296)
      Net cash flow used for operating activities:        (2,260)      (1,184)

CASH FLOWS FROM INVESTING ACTIVITIES
  Payments for machinery and equipment                      (190)         (32)
      Net cash flow used for investing activities:          (190)         (32)

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

NET DECREASE IN CASH AND CASH EQUIVALENTS                 (1,769)      (1,216)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           1,848        1,322

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $     80     $    106
                                                        =====================

SUPPLEMENTAL INFORMATION:
  Interest paid - related parties                       $      -     $     41
  Interest paid - third parties                         $     19     $      9
  Income taxes paid                                     $      -     $      -
</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.    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, 1997 and 1996, and September 30, 1996,
      the consolidated statements of operations, for the three and six months
      ended March 31, 1997 and 1996 and September 30, 1996 and the consolidated
      statement of cash flows for the six months ended March 31, 1997 and 1996.
      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, 1996. 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.


2.    INVENTORIES

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

      Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                 (In Thousands)
                                        (Unaudited)           (Audited)
                                          March 31,         September 30,
                                       1997       1996          1996

      <S>                             <C>        <C>           <C>
      Purchased Components            $ 2,144    $ 1,288       $ 1,632

      Work in Process                     120        130            65

      Finished Goods                      706      1,521           652
                                      $ 2,970    $ 2,939       $ 2,349
                                      ================================
</TABLE>



                                     Page 7



                          ARMATRON INTERNATIONAL, INC.
              Notes to Consolidated Condensed Financial Statements


3.    ACCRUED LIABILITIES

      Accrued liabilities consist of the following as of:

<TABLE>
<CAPTION>
                                                     (Unaudited)         (Audited)
                                                      March 31,        September 30,
                                                   1997       1996         1996

      <S>                                         <C>        <C>          <C>
      Salaries, commissions and benefits . . .    $   401    $   385      $   365
      Warranty costs . . . . . . . . . . . . .         66         15           40
      Advertising costs. . . . . . . . . . . .        144        224          145
      Interest . . . . . . . . . . . . . . . .        677        199          439
      Other. . . . . . . . . . . . . . . . . .        276        204          296
                                                  $ 1,564    $ 1,027      $ 1,285
                                                  ===============================
</TABLE>


4.    LONG-TERM DEBT

      The Company has a $7,000,000 line of credit from 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 1997, and is collateralized by all assets
      of the Company. The Company had $4,715,000 outstanding under this line of
      credit at March 31, 1997. 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, 1997 interest payments
      totalling $677,000 were in arrears for the period November 1, 1995 to
      March 31, 1997.


5.    NOTE PAYABLE

      The Company has a $3,500,000 revolving line of credit from a commercial
      finance company which expires in December 1999. This line of credit is
      collateralized by all assets of the Company. The terms of this agreement
      include a borrowing limit which fluctuates depending on the levels of
      accounts receivable and inventory which collateralize the borrowings.
      Interest on amounts outstanding is payable at 1 3/4% over the commercial
      base rate. The commercial base rate was 8 1/2% at March 31, 1997. As of
      March 31, 1997 the Company had $625,000 in working capital loans
      outstanding and had outstanding letters of credit amounting to
      approximately $697,000 under this credit agreement.



                                     Page 8



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


LIQUIDITY AND CAPITAL RESOURCES

During the six months ended March 31, 1997, operating activities used
$2,260,000 of cash. An increase in accounts payable and other current
liabilities generated $369,000 and $262,000 respectively. These were offset by
increase to inventory of $621,000 and to accounts receivable of $1,648,000 and
a net loss of $775,000. Investing activities used $190,000 for the purchase of
equipment. Financing activities provided $681,000, $625,000 from net borrowings
under our revolving line of credit from a commercial finance company and
$56,000 from leasing activities. As a result primarily of these factors, cash
and cash equivalents decreased $1,769,000.

The Company has a revolving line of credit from a commercial finance company
which provides aggregate borrowings of $3,500,000 and which expires in December
1999. Borrowings made against this line of credit are collateralized by all
assets of the Company. As of April 30, 1997, direct borrowings under this line
of credit amount to approximately $858,000. In addition the Company was
contingently liable for outstanding letters of credit of approximately $789,000
under this credit agreement on April 30, 1997.

The Company has a $7,000,000 line of credit from a Realty Trust operated for
the benefit of the Company's principal shareholders. This line of credit, with
interest payable at 10%, requires monthly payments of interest only, is payable
in full in October 1997 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
April 30, 1997. The Company plans to renew its line of credit with the Realty
Trust under terms and conditions similar to existing terms and conditions prior
to October 1997 and does not anticipate any problems or delays.

The ratio of current assets to current liabilities was 1.94 at March 31, 1997
as compared to 2.7 at September 30, 1996 and 2.3 at March 31, 1996. The ratio
of consolidated debt to consolidated net worth was (15.7) at March 31, 1997,
31.6 at September 30, 1996 and (20.4) at March 31, 1996.

Sales terms for the Industrial Products segment are 30 days net and following
industry trade practice, the Consumer Product segment offers extended payment
terms for delivery of existing seasonal products such as the Flowtron
bugkiller, electric leaf-eater, bio-mister, compost bin, plastic Handy Hauler
Yard Cart and plastic Storemore storage shed.

The Company made investments of $190,000 in capital expenditures in the first
two quarters of fiscal 1997. These expenditures were mainly for tooling and
dies used in production of the Company's Consumer Products. The Company
anticipates commitments of $277,000 for capital expenditures during the
remaining quarters of fiscal 1997.



                                     Page 9



The Company believes that is present working capital, lines of credit from a
commercial finance company and from the Realty Trust will be sufficient to
finance its seasonal borrowing needs, operations and investment in capital
expenditures in fiscal 1997.



                                    Page 10


RESULTS OF OPERATIONS

The results of consolidated operations for the quarter ended March 31, 1997
resulted in net profit of $3,000, or $.00 per share, as compared with net loss
of $295,000 or $.12 per share in the same period of the previous year. The
Company distributes its products primarily to major retailers throughout the
United States, with some products distributed under customer labels.
Substantially all of the Company's sales, as well as accounts receivable,
relate to business activities with such retailers. Sales increased $817,000 to
$3,868,000 for the three months ended March 31, 1997, as compared to $3,051,000
for the corresponding period in the previous year. The increase in sales was
primarily attributable to the increase in sales of the Flowtron products.

The Company introduced its plastic Handy Hauler Yard Cart and Storemore Storage
Shed in fiscal 1995. We anticipate that these new products will be subject to
less seasonal fluctuations than the existing product lines. While we expect the
decrease in consumer product sales of our existing product lines to continue,
we also expect the increase in consumer product sales of our new product lines
to offset the decrease of the existing product lines.

Operating profit is the result of deducting operating expenses excluding
interest expense, general corporate expenses, and income taxes from total
revenue. Operations within the Consumer Products segment consist of the
manufacture and distribution of Flowtron leaf-eaters, bugkillers, biomisters,
compost bins, yard carts and storage sheds. Sales and operating income for the
Consumer Products segment in the second quarter were approximately $3,852,000
and $406,000, respectively, as compared to $2,848,000 and operating income of
$67,000, respectively, in the previous year. Sales increases were responsible
for the positive operating income.

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.

The Industrial Products segment has introduced electronic obstacle avoidance
systems for automotive applications. Production began in January 1996. Sales
and operating losses for the Industrial Products segment were approximately
$16,000 and $95,000, respectively, as compared to sales of $203,000 and
operating income of $6,000 in the previous year.

Gross margins were $794,000 and $557,000 for 1997 and 1996, respectively.
Selling, general and administrative expenses decreased 8%, or $60,000, to
$668,000 for the quarter ended March 31, 1997, when compared to the previous
year.

A tax benefit from the losses on operations for the three month period ended
March 31, 1997 was not reflected in the statement of consolidated operations
because the net operating losses could not be carried back to previous years,
and future recognition was not certain.



                                    Page 11



The results of consolidated operations for the six months ended March 31, 1997
resulted in a net loss of $775,000 or $.31 per share, as compared with a net
loss of $1,086,000, or $.44 per share in the same period of the previous year.
Sales increased $891,000 to $5,083,000 for the six months ended March 31, 1997,
as compared to $4,192,000 for the corresponding period in the previous year.

Sales and operating income for the Consumer Products segment for the six months
ended March 31, 1997 were approximately $5,034,000 and $31,000, respectively,
as compared to sales of $3,975,000 and operating losses of $352,000 in the
previous year.

Sales and operating losses for the Industrial Products segment during the six
months ended March 31, 1997 were approximately $49,000 and $179,000,
respectively, as compared to $217,000 and $74,000, respectively, in the
previous year.

Selling, general and administrative expenses decreased 8%, or $108,000 to
$1,176,000.

A tax benefit from the losses on operations for the six month period ended
March 31, 1997 was not reflected in the statement of consolidated operations
because the net operating losses could neither be carried back to previous
years, and future recognition was not certain.



                                    Page 12



                          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, 1997.



                                    Page 13



                          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 7, 1997                 /s/  Charles J. Housman
                                   Charles J. Housman, President and Treasurer



Date:  May 7, 1997                /s/ Richard M. Housman
                                  Richard M. Housman, Controller



                                    Page 14