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


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

For the quarterly period ended December 31, 1996

                                       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 January 31,
1997 is 2,459,749 shares.



<PAGE>  1



                          ARMATRON INTERNATIONAL, INC.

                                                                 File No. 1-4433


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


                                                                         PAGE(S)


PART I  - FINANCIAL INFORMATION

          Item 1 - Financial Statements
          -----------------------------
          December 31, 1996 and 1995, September 30, 1996                   3 - 4

          Consolidated Condensed Statements of Operations for the three
           months ended December 31, 1996 and 1995                             5

          Consolidated Condensed Statements of Cash Flows for the three
           months ended December 31, 1996 and 1995                             6

          Notes to Consolidated Condensed Financial Statements             7 - 8


          Item 2
          ------
          Management's Discussion and Analysis of Financial Condition 
           and Results of Operations                                      9 - 11


PART II - OTHER INFORMATION

          Item 4
          ------
          Results of Votes of Security Holders                                12

          Item 6b
          -------
          Reports on Form 8-K                                                 12

SIGNATURES                                                                    13



<PAGE> 2



                          ARMATRON INTERNATIONAL, INC.
                      Consolidated Condensed Balance Sheets
               December 31, 1996 and 1995, and September 30, 1996
                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                  (Unaudited)          (Audited)
                                                                  December 31,       September 30,
                                                               ------------------    -------------
                                                                1996       1995          1996
                                                               -------    -------    -------------

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

CURRENT ASSETS:
  Cash and cash equivalents                                    $ 1,522    $ 1,180       $ 1,849
  Trade accounts receivable,net                                  1,156        809         2,121
  Inventories (Note 2)                                           2,513      2,483         2,349
  Deferred Tax Asset                                               130        165           130
  Prepaids & other current assets                                  335        228           187
                                                               --------------------------------

      Total Current Assets                                       5,656      4,865         6,636


MACHINERY & EQUIPMENT, NET                                         610        865           637



OTHER ASSETS                                                       107        108           202
                                                               --------------------------------

      Total Assets                                             $ 6,373    $ 5,838       $ 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
               December 31, 1996 and 1995, and September 30, 1996
                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                  (Unaudited)          (Audited)
                                                                  December 31,       September 30,
                                                               ------------------    -------------
                                                                1996       1995          1996
                                                               -------    -------    -------------

<S>                                                            <C>        <C>           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES:
  Accounts payable                                             $   875    $   459       $ 1,171
  Accrued liabilities (Note 3)                                   1,261        731         1,285
                                                               --------------------------------

      Total Current Liabilities                                  2,136      1,190         2,456
                                                               --------------------------------

LONG-TERM DEBT (NOTE 4)                                          4,715      4,715         4,715
                                                               --------------------------------

DEFERRED RENT                                                       71        ---            75

STOCKHOLDERS' EQUITY:
  Common stock, par value $1 per share, 6,000,000 shares
   authorized; shares issued at December 31, 1996 and 
   1995, 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                                           (9,539)    (9,057)       (8,761)
                                                               --------------------------------
                                                                  (163)       319           615


  Less:
    Treasury stock at cost - 146,732 at December 31, 1996
     and 1995 and September 30, 1996                               386        386           386
                                                               --------------------------------

      Total Stockholders' Equity (Deficiency)                     (549)       (67)          229
                                                               --------------------------------

      Total Liabilities & Stockholders' Equity                 $ 6,373    $ 5,838       $ 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 Months ended December 31, 1996 and 1995
                  (Dollars in Thousands Except Per Share Data)

<TABLE>
<CAPTION>

                                                      (Unaudited)
                                                   Three Months Ended
                                                      December 31
                                                 ----------------------
                                                   1996         1995
                                                 ---------    ---------

<S>                                              <C>          <C>
Net Sales                                        $   1,215    $   1,141

Cost of Products Sold                                1,385        1,284

Selling, general and administrative expenses           508          556

Interest expense-related parties                       120          120

Interest expense-third parties                           7            2

Other (income) expense - net                           (27)         (30)
                                                 ----------------------

         Net Loss                                $     778    $     791
                                                 ======================



Per Share:

         Net Loss                                $     .32    $     .32
                                                 ======================

Weighted average number of common shares
 outstanding                                     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 Three Months ended December 31, 1996 and 1995
                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                          (Unaudited)
                                                       Three Months Ended
                                                          December 31,
                                                       ------------------
                                                        1996       1995
                                                       -------    -------

<S>                                                    <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                             $  (778)   $  (791)
  Adjustments to reconcile net loss to net cash
   flows from operating activities:
    Depreciation and amortization                           76        105
    Loss on disposal of equipment                           (1)        (1)
    Changes in operating assets & liabilities              427        563
                                                       ------------------
      Net cash flow used for operating activities:        (276)      (124)
                                                       ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Payments for machinery and equipment                     (51)       (18)
                                                       ------------------
      Net cash flow used for investing activities:         (51)      (164)
                                                       ------------------


CASH FLOWS FROM FINANCING ACTIVITIES
  Net cash flow used for financing activities:               -          -
                                                       ------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                 (327)      (142)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         1,849      1,322
                                                       ------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $ 1,522    $ 1,180
                                                       ==================

SUPPLEMENTAL INFORMATION:
  Interest paid - related parties                      $     -    $    41
  Interest paid - third parties                        $     7    $     2
</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 December 31, 1996 and 1995,  and  September  30,
      1996, and the consolidated statements of operations and cash flows for the
      three months ended December 31, 1996 and 1995. 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)
                                           December 31,       September 30,
                                        ------------------    -------------
                                         1996       1995          1996
                                        -------    -------    -------------

         <S>                            <C>        <C>           <C>
         Raw Materials                  $ 1,626    $ 1,549       $ 1,632
         Work in Process                    100        100            65
         Finished Goods                     787        834           652
                                        --------------------------------
                                        $ 2,513    $ 2,483       $ 2,349
                                        ================================
</TABLE>

3.    ACCRUED LIABILITIES
-------------------------
      Accrued liabilities consist of the following as of:

<TABLE>
<CAPTION>

                                                             (In thousands)
                                                     (Unaudited)          (Audited)
                                                     December 31,       September 30,
                                                  ------------------    -------------
                                                   1996       1995          1996
                                                  -------    -------    -------------

      <S>                                         <C>        <C>           <C>
      Salaries, commissions and benefits . . . .  $   328    $   296       $   365
      Warranty costs . . . . . . . . . . . . . .       42         35            40
      Advertising costs  . . . . . . . . . . . .      129        170           145
      Interest . . . . . . . . . . . . . . . . .      559         80           439
      Other  . . . . . . . . . . . . . . . . . .      203        150           296
                                                  --------------------------------
                                                  $ 1,261    $   731       $ 1,285
                                                  ================================
</TABLE>


<PAGE>  7



                          ARMATRON INTERNATIONAL, INC.
              Notes to Consolidated Condensed Financial Statements

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 December 31, 1996.

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 1/4% at December 31, 1996. As of
      December 31, 1996, the Company had outstanding letters of credit amounting
      to approximately $564,000 under this credit agreement.



<PAGE>  8



ITEM 2:
          Management's Discussion and Analysis of Financial Conditions
                            and Results of Operations


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
During the three month period ended  December  31,  1996,  operating  activities
consumed $276,000 in cash. The collection of trade accounts receivable generated
$465,000 and the decrease in trade accounts  payable used  $297,000.  These were
offset by an increase in inventories of $164,000.  Also,  cash was consumed by a
net loss of $778,000.

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 January 31,  1997,  the Company was  contingently
liable for outstanding  letters of credit of  approximately  $582,000 under this
credit agreement.

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. The
Company  had  $4,715,000  outstanding  under this line of credit on January  31,
1997.

The ratio of current assets to current liabilities was 2.7 at December 31, 1996,
as compared to 2.7 at September 30, 1996 and 4.1 at December 31, 1995. The ratio
of consolidated  debt to consolidated net worth was (12.6) at December 31, 1996,
31.6 at September 30, 1996, and (88.1) at December 31, 1995.

Sales terms for the Industrial  Products  segment are 30 days net, and following
industry trade practice,  the Consumer  Products segment offers extended payment
terms for  delivery  of existing  seasonal  product  items such as the  Flowtron
electric  leaf-eater,  bugkiller,  biomister,  and  compost  bin,  resulting  in
fluctuating requirements for working capital.

The Company  anticipates it will have less fluctuating  requirements for working
capital  for its new  product  items,  the  plastic  Handy  Hauler Yard Cart and
plastic  Storemore  Storage  Shed,  as these items are subject to less  seasonal
fluctuations than the existing product lines.

The Company made an investment of $51,000 in capital  expenditures  in the first
quarter of fiscal year 1997. These expenditures were mainly for tooling and dies
used in production of the Company's Consumer Products.  The Company  anticipates
commitments of $416,000 for capital  expenditures  during the remaining quarters
of fiscal 1997.

The Company  believes that its present working  capital,  lines of credit from a
commercial  finance  company and related  party,  and other sources of financing
will be  sufficient  to finance its seasonal  borrowing  needs,  operations  and
investment in capital expenditures in fiscal 1997.



<PAGE>  9



RESULTS OF OPERATIONS

The results of  consolidated  operations for the quarter ended December 31, 1996
resulted in net loss of $778,000, or $.32 per share, as compared with a net loss
of  $791,000,  or $.32 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  $74,000  to
$1,215,000  for the three  months  ended  December  31,  1996,  as  compared  to
$1,141,000 for the corresponding period in the previous year.

The Company  introduced its plastic Handy Hauler Yard Cart and Storemore Storage
Shed in fiscal 1995.  These  products are 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 level off, we expect the increase
in consumer  product  sales of our new product lines to augment the sales 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  losses for the
Consumer Products segment in the first quarter were approximately $1,182,000 and
$437,000, respectively, as compared to $1,127,000 and $419,000, respectively, in
the previous year.

The Company has experienced  negative gross margins in the first quarter for the
past several  years as 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. Sales during the first quarter for
the past three years have not  exceeded 10 percent of the annual  sales  volume.
The  Company  does not  defer any  period  costs for  absorption  in  subsequent
quarters.

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 in the first quarter were
approximately  $33,000  and  $84,000,  respectively,  as compared to $17,000 and
$80,000, respectively, in the previous year.

Gross margins were ($170,000) and ($143,000) for 1996 and 1995, respectively.

Selling,  general and administrative  expenses decreased $48,000 to $508,000 for
the quarter ended December 1996, when compared to the previous year.



<PAGE> 10



Interest  expense for the first  quarter was $127,000 as compared to $122,000 in
the prior year.

A tax benefit from the losses on  operations  for the three month  periods ended
December 31, 1996 and 1995,  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



                          ARMATRON INTERNATIONAL, INC.


                                     PART II


Item 4.  Results of Votes of Security Holders
---------------------------------------------

The annual  meeting of  shareholders  was held on January  16,  1997 in Melrose,
Massachusetts.  Two proposals were submitted by shareholders as described in the
Company's  Proxy  Statement  dated  December  30,  1996 and were  voted upon and
approved by shareholders at the meeting.  The table below briefly  describes the
proposals and results of the shareholder votes.


<TABLE>
<CAPTION>

                                                        Votes      Votes
                                                      In Favor     Opposed    Abstain
                                                      ---------    -------    -------

<S>                                                   <C>           <C>         <C>
Shareholder proposal to elect one director,
 Elliot J. Englander                                  1,561,537     6,580


Shareholder proposal to ratify the selection of
 independent auditors for the 1997 fiscal year        1,565,967     1,925       225
</TABLE>


Messrs.  Charles  J.  Housman,  Edward  L.  Housman  and Craig  Spangenberg  are
Directors of the Company who continue to hold office.


Item 6b. Reports on Form 8-K
----------------------------

The Company did not file any reports on Form 8-K for the quarter ended  December
31, 1996.



<PAGE> 12



                          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:     2/10/97                    /s/  Charles J. Housman
     --------------------------      -------------------------------------------
                                     Charles J. Housman, President and Treasurer



Date:     2/10/97                    /s/ Richard M. Housman
     --------------------------      -------------------------------------------
                                     Richard M. Housman, Controller



<PAGE> 13