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

  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 ---  EXCHANGE ACT OF 1934 

              For the quarterly period ended December 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.)

       2 Main Street, Melrose  MA                               02176
----------------------------------------                     ----------
(Address of principal executive offices)                     (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, 
$1 Par Value 

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 requirement 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 
and 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 the Registrant's common stock outstanding on January 
31, 1999 was 2,459,749. 


                        ARMATRON INTERNATIONAL, INC.
                        ----------------------------

                               File No. 1-4433

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

<TABLE>
<CAPTION>
                                                                              PAGE(S)
                                                                              -------


<S>                                                                           <C>
PART I -  FINANCIAL INFORMATION

Item 1    Financial Statements
------    --------------------
          Balance Sheet, December 31, 1998 and 1997 September 30, 1998           3

          Consolidated Condensed Statements of Operations for the three
          months ended December 31, 1998 and 1997                                4

          Consolidated Condensed Statements of Cash Flows for the three
          months ended December 31, 1998 and 1997                                5

          Notes to Consolidated Condensed Financial Statements                 6 - 12


Item 2
------    Management's Discussion and Analysis of Financial Condition and 
          Results of Operations                                               13 - 18

Item 3
------    Quantitative and Qualitative Disclosures about Market Risk            18


PART II - OTHER INFORMATION

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

SIGNATURES                                                                      19
</TABLE>


                        ARMATRON INTERNATIONAL, INC.
                         Consolidated Balance Sheets
             December 31, 1998 and 1997, and September 30, 1998

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

<S>                                                              <C>              <C>              <C>
                           ASSETS
Current Assets:
Cash and cash equivalents                                        $  2,413,000     $ 1,455,000      $ 2,677,000
Trade accounts receivable, net                                        963,000         967,000        1,799,000
Inventories                                                         2,082,000       2,933,000        2,088,000
Deferred taxes                                                         36,000         113,000           37,000
Prepaid and other current assets                                      343,000         255,000          141,000
                                                                 ---------------------------------------------
      Total Current Assets                                          5,837,000       5,723,000        6,742,000

Property and equipment, net                                           418,000         564,000          449,000

Other assets                                                          139,000         107,000          139,000
                                                                 ---------------------------------------------

      Total Assets                                               $  6,394,000     $ 6,394,000      $ 7,330,000
                                                                 =============================================

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Accounts payable                                                 $    535,000     $   601,000      $   802,000
Other current liabilities                                             839,000         777,000          925,000
Interest payable to related parties                                 1,515,000       1,037,000        1,395,000
Current portion under capital lease obligations                        21,000          18,000           21,000
                                                                 ---------------------------------------------
      Total Current Liabilities                                     2,910,000       2,433,000        3,143,000
                                                                 ---------------------------------------------

Long-term debt, related parties                                     4,715,000       4,715,000        4,715,000
                                                                 ---------------------------------------------
Long-term capital lease obligations, net of current portion             6,000          26,000           10,000
                                                                 ---------------------------------------------
Deferred rent, net of current portion                                  14,000          33,000           18,000
                                                                 ---------------------------------------------

Stockholders' Equity (Deficiency):
Common stock, par value $1 per share, 6,000,000 shares 
 authorized; 2,606,481 shares issued at December 31, 
 1998 and 1997 and September 30, 1998                               2,606,000       2,606,000        2,606,000
Additional paid-in capital                                          6,770,000       6,770,000        6,770,000
Accumulated deficit                                               (10,241,000)     (9,803,000)      (9,546,000)
                                                                 ---------------------------------------------
                                                                     (865,000)       (427,000)        (170,000)
Less: Treasury stock at cost - 146,732 at December 31, 1998,
 1997 and September 30, 1998                                          386,000         386,000          386,000
                                                                 ---------------------------------------------

Total Stockholders' Equity (Deficiency)                            (1,251,000)       (813,000)        (556,000)
                                                                 ---------------------------------------------

Total Liabilities and Stockholders' Equity (Deficiency)          $  6,394,000     $ 6,394,000      $ 7,330,000
                                                                 =============================================
</TABLE>


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


                        ARMATRON INTERNATIONAL, INC.
                    Statements of Consolidated Operations
            for the Three Months ended December 31, 1998 and 1997


<TABLE>
<CAPTION>
                                                        (Unaudited)
                                                    1998           1997
                                                    ----           ----

<S>                                              <C>            <C>
Net sales                                        $1,458,000     $1,215,000

Cost of products sold                             1,570,000      1,399,000

Selling, general and administrative expenses        487,000        461,000

Other income (expense):
  Interest expense-third parties                     (7,000)        (9,000)
  Interest expense-related parties                 (120,000)      (120,000)
  Interest income                                    31,000         18,000
                                                 -------------------------
Other income (expense), net                         (96,000)      (111,000)
                                                 -------------------------

Loss before income taxes                           (695,000)      (756,000)
                                                          -              -
Provision for income taxes
                                                 -------------------------

Net loss                                         $ (695,000)    $ (756,000)
                                                 =========================

Net loss per share of common stock                    $(.28)         $(.31)
                                                 =========================


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.


                        ARMATRON INTERNATIONAL, INC.
               Consolidated Condensed Statements of Cash Flows
            for the Three Months ended December 31, 1998 and 1997


<TABLE>
<CAPTION>
                                                                (Unaudited)
                                                            1998            1997
                                                            ----            ----

<S>                                                      <C>             <C>
OPERATING ACTIVITIES
Net loss                                                 $ (695,000)     $ (756,000)
Adjustments to reconcile net loss to net cash flows
 from operating activities:
  Depreciation and amortization                              43,000          87,000
  Amortization of deferred rent                              (4,000)         (5,000)
  Change in operating assets and liabilities                408,000       1,069,000
                                                         --------------------------

Net cash flow from (used for) operating activities         (248,000)        395,000
                                                         --------------------------

INVESTING ACTIVITIES
Payments for machinery and                                  (12,000)        (62,000)
                                                         --------------------------
Net cash flow from (used for) investing activities          (12,000)        (62,000)
                                                         --------------------------

FINANCING ACTIVITIES
Payments on capital lease obligations                        (4,000)         (4,000)
                                                         --------------------------
Net cash flow from (used for) financing activities           (4,000)         (4,000)
                                                         --------------------------

Net increase (decrease) in cash and cash equivalents       (264,000)        329,000

Cash and cash equivalents at beginning of period          2,677,000       1,126,000
                                                         --------------------------

Cash and cash equivalents at end of period               $2,413,000      $1,455,000
                                                         ==========================
</TABLE>


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


                        ARMATRON INTERNATIONAL, INC.
      Notes to Consolidated Condensed Financial Statements (Unaudited)

1. Nature of Business

The Company operates principally in two segments, the Consumer Products 
segment and the Industrial Products segment. There are no intercompany sales 
between segments.

Operations in the Consumer Products segment involve the manufacture and 
distribution of its Flowtron Outdoor Products, which consists of insect 
control devices including electronic bugkillers and biomisters, 
environmental products including mulching leaf-eaters and compost bins, and 
storage and handling products including plastic yard carts and plastic 
storage sheds and doghouses which comprised 82%, 82% and 93% of the 
Company's sales for the three months ended December 31, 1998 and 1997, and 
for the year ended September 30, 1998. These products undergo periodic model 
changes and product improvements.  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 relates to business activities with 
such retailers.  

The Industrial Products segment manufactures electronic obstacle avoidance 
systems for transportation and automotive applications.  These systems are 
marketed under the trademark "Echovision".  Echovision devices monitor back 
blind spots and side blind spots to detect objects and alert operators to 
potential hidden hazards, and features intuitive audible warnings, visual 
warnings, automatic activation, easy installation on any type vehicle and a 
continuous system self-test.  

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 December 31, 1998 and 1997, and September 30, 1998, 
and the consolidated statements of operations for the three months ended 
December 31, 1998 and 1997 and the consolidated statements of cash flow for 
the three months ended December 31, 1998 and 1997.  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, as 
amended, for the year ended September 30, 1998.  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 Company's Industrial Products segment are 30 days net.  A 
provision is recorded for sales allowances and incentives related to volume 
and program incentives offered to the Company's various customers.

4. Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an 
original maturity of less than three months to be cash equivalents.  The 
Company invests excess funds in short-term, interest-bearing United States 
instruments.  The Company has no requirements for compensating balances.  
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.

5. Property and Equipment 

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 as incurred, prepaid tooling, until the tool or mold 
is completed.  Upon completion the costs are transferred to a 
property/equipment account.  Maintenance and repairs are charged to 
operations as incurred.  Renewals and betterments that 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.

6. 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.

7. Market Risk

The Company is not subject to market risk associated with risk sensitive 
instruments as the Company does not transact its sales in other than United 
States dollars, does not invest in investments other than United States 
instruments and has not entered into hedging transactions.

8. New Accounting Pronouncements

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

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

9. Year 2000 Date Conversion

The Year 2000 issue is the result of computer programs being written using 
two digits rather than four to define the applicable year.  Any of the 
Company's computer programs that have date-sensitive software may recognize 
a date using "00" as the year 1900 rather than the year 2000.  This could 
result in a system failure or miscalculations causing disruptions of 
operations, including, among other things, a temporary inability to process 
transactions, forecast production needs and the timing of raw material 
purchases, send invoices, or engage in similar normal activities.

The Company has completed the analysis and evaluation phase of its Year 2000 
project and has determined that it will be required to modify or replace 
significant portions of its hardware and software so that its computer 
systems will properly recognize dates beyond December 31, 1999.  The Company 
has also begun the process of upgrading and modernizing its major 
information systems, including its operating and financial systems.  The 
replacement systems will be Year 2000 compliant.  The Company expects to 
begin using its new systems during the second quarter of fiscal 1999.  The 
Company will utilize both internal and external resources to reprogram or 
replace, and test the software for Year 2000 modifications.  The Company 
plans to complete its Year 2000 project no later than July 31, 1999.  The 
total cost of upgrading most of the Company's major operating and financial 
systems, including the Year 2000 project, for fiscal years 1998 through 
2000, is estimated at $100,000 and is being funded through operating cash 
flows and leasing arrangements.  Of the total project cost, approximately 
$80,000 has been expended and is attributable to the purchase of new 
software and hardware.  The remaining $20,000 will be expensed as incurred.

There can be no assurance the systems of other companies on which the 
Company's systems rely will be timely converted, or that a failure to 
convert by another company, or a conversion that is incompatible with the 
Company's systems, would not have material adverse effect on the Company.   
The Company has been in communication with its major vendors to ensure 
compatibility of systems.  If such systems do not function properly the 
Company could experience delays in receipt of its raw materials which would 
result in delays in scheduled deliveries of shipments by the Company.

The Company expects to begin developing contingency plans to determine what 
actions the Company will take if its trading partners are not Year 2000 
compliant.  The Company expects the contingency plan to be completed by the 
end of the third quarter in fiscal 1999.

The costs of the project and the date on which the Company plans to complete 
the Year 2000 modifications are based on management's best estimates, which 
were derived utilizing numerous assumptions of future events including the 
continued availability of certain resources, third party modification plans 
and other factors.  However, there can be no assurance that these estimates 
will be achieved and actual results could differ materially from those 
plans.  Specific factors that might cause such material differences include, 
but are not limited to, the availability and cost of personnel trained in 
this area, the ability to locate and correct all relevant computer codes, 
and similar uncertainties.

10. 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.  The Company's 
export sales are not significant.

For the three months ended December 31, 1998, Sears, Roebuck and Co. and 
Utilimaster Corporation accounted for approximately 28% and 12%, 
respectively, of the Company's net sales.  At December 31, 1998, Sears, 
Roebuck and Co. and Utilimaster Corporation accounted for approximately 59% 
and 8%, respectively, of the Company's trade accounts receivable balance.

For the year ended September 30, 1998, Sears, Roebuck and Co. and Home 
Depot, Inc. accounted for approximately 29% and 11%, respectively, of the 
Company's net sales.  At September 30, 1998, Sears, Roebuck and Co. and Home 
Depot, Inc. accounted for approximately 44% and 2%, respectively, of the 
Company's trade accounts receivable balance.

For the three months ended December 31, 1997, Sears, Roebuck and Co. and 
Utilimaster Corporation accounted for approximately 24% and 17%, 
respectively, of the Company's net sales.  At December 31, 1997, Sears, 
Roebuck and Co. and Utilimaster Corporation accounted for approximately 42% 
and 9%, respectively, of the Company's trade accounts receivable balance.

11. Supplemental Cash Flow Information

The Company's cash payments for interest and income taxes for the three 
months ended December 31, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
                                          1998       1997
                                          ----       ----

<S>                                      <C>        <C>
Interest paid - related parties          $    -     $    -
Interest paid - third parties            $7,000     $9,000
Income taxes paid                        $    -     $    -
</TABLE>


12. Major Suppliers

The Company had purchased its plastic storage sheds, yard carts, compost 
bins, and doghouses from one supplier.  In July 1998, the Company 
transferred its production molds for yard carts to a new supplier.  In 
November 1998, the Company transferred its production mold for compost bins 
and storage sheds to the same new supplier.  The new supplier has begun 
production runs for the yard carts, storage sheds and compost bins and has 
not experienced any significant difficulties in meeting scheduled 
deliveries.  The suppliers manufacture 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 in suppliers could cause a delay in scheduled 
deliveries of products to the Company's customers and a possible loss of 
revenue, which would adversely affect the Company's results of operations.

13. Inventories

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

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

<S>                                   <C>            <C>             <C>
Raw Material, primarily purchased
 components                           $1,445,000     $1,924,000      $1,338,000
Work in Process                           19,000         16,000          29,000
Finished Goods                           618,000        993,000         721,000
                                      -----------------------------------------
                                      $2,082,000     $2,933,000      $2,088,000
                                      =========================================
</TABLE>


14. Other Assets

Other assets consisted of the following at:

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

<S>                                          <C>          <C>            <C>
Other receivable, net of current portion     $ 33,000           --       $ 33,000
Note receivable - employee, due under 
 terms of an annual renewal note,
 interest payable monthly at an 
 annual rate of 6%, secured by a
 second mortgage                              100,000      100,000        100,000
Other                                           6,000        7,000          6,000
                                             ------------------------------------
                                             $139,000     $107,000       $139,000
                                             ====================================
</TABLE>


15. Other Current Liabilities

Other current liabilities consisted of the following at:


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

<S>                                    <C>          <C>            <C>
Retirement plan                        $313,000     $331,000       $313,000
Salaries, commissions and benefits       15,000       55,000         62,000
Sales allowances and incentives          71,000      152,000        109,000
Professional fees                       194,000       90,000        205,000
Warranty costs                           61,000       40,000         57,000
Advertising costs                       100,000       65,000        103,000
Other                                    85,000       44,000         76,000
                                       ------------------------------------
                                       $839,000     $777,000       $925,000
                                       ====================================
</TABLE>


16. Debt

Line of Credit 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, and is 
collateralized by all assets of the Company.  Such collateral is subordinate 
to the revolving line of credit agreement with the finance company.  In 
October 1998, the Company renewed this line of credit with the realty trust 
operated for the benefit of the Company's principal shareholders under the 
same terms and conditions and extended the maturity date to October 1, 1999. 
The Company had $4,715,000 outstanding under this line of credit at December 
31, 1998 and 1997, and September 30, 1998.  Repayment of this line of credit 
is subordinate to the repayment of any and all balances outstanding on the 
revolving line of credit from a commercial finance company, which is 
further, described below.   At December 31, 1998, interest payments of 
$1,515,000 associated with this line were in arrears for the period November 
1, 1995 to December 31, 1998.  On November 24, 1998, the Company received a 
waiver for the covenant violation as to the interest payments.  The waiver 
extends the due date as to the interest payments until September 30, 1999.

Note Payable

The Company has a revolving line of credit agreement with a commercial 
finance company, Congress Financial Corporation, which permits combined 
borrowings up to $3,500,000 in cash and letters of credit.  This credit 
agreement is collateralized by all 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 an annual rate of 1 
3/4% over the commercial base rate.  The commercial base rate was 8.0% at 
December 31, 1998.  At December 31, 1998, the Company did not have 
borrowings outstanding other than letters of credit amounting to 
approximately $213,000.   Pursuant to the borrowing formula, under this 
credit agreement, approximately $930,000 was available.

17. Commitments and Contingencies

At December 31, 1998, the Company has commitments of $163,000 for the 
purchase of capital expenditures, primarily tooling and dies.

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

An action was filed in U.S. District Court, Central District of California 
in late 1996 relating to the foreign arbitration award described below.  The 
Company was first joined as a party by the first amended petition filed on 
March 3, 1997.  The second amended petition was filed on June 27, 1997.

The action seeks confirmation and enforcement of a foreign arbitration award 
in favor of Alsthom, currently and formerly Chantiers de L'Atlantique 
("Alsthom"), and Assurances Generales de France ("AGF") (collectively 
"Petitioners") against Respondents J.C. Carter Company, Inc. ("JCC III"), 
the Company, Armatron-JCC, Inc., formerly known as J.C. Carter Company, Inc. 
("JCC II"), a former subsidiary of the Company, and ITT Corporation and ITT 
Industries, Inc. (collectively "ITT").  The arbitration related to certain 
cryogenic cargo pumps supplied in the 1970's by the J.C. Carter Company 
Division of ITT ("JCC I") to Alsthom, which installed the pumps in two 
liquid natural gas tanker ships, the Mourad Didouche and the Ramdane Abane.  
The arbitration award was entered in favor of Alsthom and AGF, an insurer 
subrogated to the rights of Alsthom, and against "J.C. Carter Company" or 
"J.C. Carter Company, Inc." by the International Chamber of Commerce in 
Paris in 1995.  The amount of the award as to AGF is 62,431,000 French 
francs ("FF") and as to Alsthom is 5,469,000 FF (an aggregate of 
approximately $7 million U.S. dollars at December 31, 1998), both with 
interest from January 30, 1993 at the "French official rate."

Petitioners' operative pleading in the legal action, its Second Amended 
Petition, seeks confirmation of the award against JCC III and, in addition, 
seeks its confirmation and enforcement against the other Respondents, 
including the Company, on the theories of fraudulent conveyance, collateral 
estoppel and virtual representation, judicial estoppel and equitable 
estoppel, and alter ego and/or successor liability relating to events 
transpiring from 1983 through the completion of the foreign arbitration 
proceeding in 1997.  In 1983, the Company and ITT were parties to an asset 
sale transaction involving the business and assets of JCC I.  JCC II, a now 
inactive California corporation, was formed at that time for purpose of 
acquiring the assets and certain liabilities of JCC I and ceased transacting 
business after the 1987 asset sale transaction with JCC III.

The Company answered the Second Amended Petition denying any liability, 
asserting various affirmative defenses and cross-claims against ITT for 
contractual indemnity and for equitable indemnity.  ITT and JCC III have 
cross-claimed against the Company.

At the present time the Company is unable to determine the outcome of the 
claims asserted by and against the Company in the legal action because the 
case is still at an early stage of discovery and because of the existence of 
disputed issues of fact bearing on the outcome of those claims.  However, 
there can be no assurance that the outcome to the proceedings will not have 
an adverse effect on the financial condition of the Company.

In November 1998, the Company was advised that it had been named as a 
defendant in a lawsuit brought by a consumer of one of the Company's 
products.  The consumer claims that the product caused personal injury and 
other damages.  The Company believes that it has valid defenses.  The 
Company has insurance coverage for such claims and accrued its insurance 
deductible amount in fiscal 1998 to cover the estimated defense costs 
associated with this matter.

18. Related Party Transactions

The Company paid approximately $15,000 for legal services during the three 
months ended December 31, 1998 and 1997 to a law firm to which a Director of 
the Company is a member.

As further described in Note 16, the Company has a $7,000,000 line of credit 
arrangement from a realty trust operated for the benefit of the Company's 
principal shareholders.


Item 2.  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 the Industrial Products segment.  Operations in the Consumer 
Products segment involve the manufacture and distribution of Flowtron leaf-
eaters, bugkillers, yard carts, compost bins, biomisters, storage sheds and 
doghouses which comprised 82%, 82% and 93% of the Company's sales for the 
three months ended December 31, 1998 and 1997 and for the year ended 
September 30, 1998, 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 relates 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".  Production of 
these systems began in fiscal 1996.  There are no intercompany sales between 
segments.  For the three months ended December 31, 1998, Sears Roebuck and 
Co. and Utilimaster Corporation accounted for approximately 28% and 12%, 
respectively, of the Company's net sales.  At December 31, 1998, Sears 
Roebuck and Co. and Utilimaster Corporation accounted for approximately 59% 
and 8%, respectively, of the Company's trade accounts receivable balance.  
If any of the Company's major customers fail to pay the Company on a timely 
basis, it could have a material adverse effect on the Company's business, 
financial condition and results of operations. The Company had purchased its 
plastic storage sheds, yard carts, compost bins, and doghouses from one 
supplier.  In July 1998, the Company transferred its production molds for 
its yard carts to another supplier and, in November 1998, the Company 
transferred its production molds for its storage sheds and compost bins to 
this new supplier.  The new supplier is producing yard carts, storage sheds 
and compost bins and has not experienced any significant difficulties in 
meeting scheduled deliveries.  The suppliers manufacture 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 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 that affects the 
      consumer and lawn and garden industries generally, including interest 
      rates, the availability of financing and general economic conditions.  
      In addition, the lawn and garden products manufacturing business is 
      highly competitive.  Actions of competitors, including changes in 
      pricing, or slowing demand for lawn and garden products due to general 
      or industry economic conditions or the amount of inclement weather 
      could result in decreased demand for the Company's products, lower 
      prices received or reduced utilization of plant facilities.

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

*     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 Company is not successful in strengthening its relationship 
      with its customers, growing sales at targeted accounts, and expanding 
      geographically, operating results could be adversely affected.

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


YEAR 2000 DATE CONVERSION

The Year 2000 issue is the result of computer programs being written using 
two digits rather than four to define the applicable year.  Any of the 
Company's computer programs that have date-sensitive software may recognize 
a date using "00" as the year 1900 rather than the year 2000.  This could 
result in a system failure or miscalculations causing disruptions of 
operations, including, among other things, a temporary inability to process 
transactions, forecast production needs and the timing of raw material 
purchases, send invoices, or engage in similar normal activities.

The Company has completed the analysis and evaluation phase of it Year 2000 
project and has determined that it will be required to modify or replace 
significant portions of its hardware and software so that its computer 
systems will properly utilize dates beyond December 31, 1999.  The Company 
has also begun the process of upgrading and modernizing its major 
information systems, including its operating and financial systems.  The 
replacement systems will be Year 2000 compliant.  The Company expects to 
begin using its new systems during the second quarter of fiscal 1999.  The 
Company will utilize both internal and external resources to reprogram or 
replace, and test the software for Year 2000 modifications.  The Company 
plans to complete its Year 2000 project no later than July 31, 1999.  The 
total cost of upgrading most of the Company's major operating and financial 
systems, including the Year 2000 project, for fiscal years 1998 through 
2000, is estimated at $100,000 and is being funded through operating cash 
flows and leasing arrangements.  Of the total project cost, approximately 
$80,000 has been expended and is attributable to the purchase of new 
software and hardware.  The remaining $20,000 will be expensed as incurred.

There can be no assurance the systems of other companies on which the 
Company's systems rely will be timely converted, or that a failure to 
convert by another company, or a conversion that is incompatible with the 
Company's systems, would not have material advise effect on the Company.

The Company has been in communication with its major vendors to ensure 
compatibility of systems.  If such systems do not function properly the 
Company could experience delays in receipt of its raw materials which would 
result in delays in scheduled deliveries of shipments by the Company.

The Company expects to begin developing contingency plans to determine what 
actions the Company will take if its trading partners are not Year 2000 
compliant.  The Company expects the contingency plan to be completed by the 
end of the third quarter in fiscal 1999.

The costs of the project and the date on which the Company plans to complete 
the Year 2000 modifications are based on management's best estimates, which 
were derived utilizing numerous assumptions of future events including the 
continued availability of certain resources, third party modification plans 
and other factors.  However, there can be no assurance that these estimates 
will be achieved and actual results could differ materially from those 
plans.  Specific factors that might cause such material differences include, 
but are not limited to, the availability and cost of personnel trained in 
this area, the ability to locate and correct all relevant computer codes, 
and similar uncertainties.


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 related parties.

During the three months ended December 31, 1998, operating activities used 
$248,000 of cash primarily due to an increase in prepaid and other current 
assets of $202,000, a decrease in accounts payable of $267,000, and the net 
loss of $695,000.  The decrease in accounts receivable of $836,000 was 
primarily due to management's focus on cash management during the three 
months ended December 31, 1998.  The increase in prepaid and other current 
assets was primarily due to increased deposits for materials used in 
production.

Other current liabilities increased $62,000 to $839,000 at December 31, 1998 
as compared to $777,000 at December 31, 1997.  The increase was primarily 
due to an increase of approximately $104,000 in professional fees 
attributable to estimated legal defense costs associated with product 
liabilities, offset by a decrease of $81,000 for sales allowances and 
incentives due to less incentives being offered by the Company during the 
three months ended December 31, 1998 and an increase of $35,000 for 
advertising costs.

The Company has a $3,500,000 revolving line of credit agreement with a 
commercial finance company.   This credit agreement is collateralized by all 
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 and other conditions.  Interest on amounts 
outstanding is payable at 1 3/4% over the commercial base rate.  The 
commercial base rate was 8.0% at December 31, 1998.  At December 31, 1998, 
the Company did not have borrowings outstanding other than letters of credit 
amounting to approximately $213,000.  Pursuant to the borrowing formula, 
under this credit agreement, approximately $930,000 was available.

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, and is 
collateralized by all assets of the Company.  Such collateral is subordinate 
to the revolving line of credit agreement with the finance company.   The 
Company had $4,715,000 outstanding under this line of credit at December 31, 
1998 and 1997.   Repayment of this line of credit is subordinate to the 
repayment of any and all balances outstanding on the revolving line of 
credit from the commercial finance company.  At December 31, 1998, interest 
payments of $1,515,000 associated with this line were in arrears for the 
period November 1, 1995 to December 31, 1998.  On November 24, 1998, the 
Company received a waiver for the covenant violation as to the interest 
payments.  The waiver extends the due date as to the interest payments until 
September 30, 1999.

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

In January 1991, the California Department of Health Services issued a 
corrective action order (CAO) against the Company and a former subsidiary to 
comply with a Cleanup and Abatement order which had been issued in 1990.  
The CAO requires the Company and a former subsidiary to comply with a 
cleanup and abatement order that had been 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 upon the 
information available at this time, that the outcome of this matter will 
have a material adverse effect on its financial position or results of 
operations.

An action was filed in U.S. District Court, Central District of California 
in late 1996 relating to the foreign arbitration award described below.  The 
Company was first joined as a party by the first amended petition filed on 
March 3, 1997.  The second amended petition was filed on June 27, 1997.

The action seeks confirmation and enforcement of a foreign arbitration award 
in favor of Alsthom, currently and formerly Chantiers de L'Atlantique 
("Alsthom"), and Assurances Generales de France ("AGF") (collectively 
"Petitioners") against Respondents J.C. Carter Company, Inc. ("JCC III"), 
the Company, Armatron-JCC, Inc., formerly known as J.C. Carter Company, Inc. 
("JCC II"), a former subsidiary of the Company, and ITT Corporation and ITT 
Industries, Inc. (collectively "ITT").  The arbitration related to certain 
cryogenic cargo pumps supplied in the 1970's by the J.C. Carter Company 
Division of ITT ("JCC I") to Alsthom, which installed the pumps in two 
liquid natural gas tanker ships, the Mourad Didouche and the Ramdane Abane.  
The arbitration award was entered in favor of Alsthom and AGF, an insurer 
subrogated to the rights of Alsthom, and against "J.C. Carter Company" or 
"J.C. Carter Company, Inc." by the International Chamber of Commerce in 
Paris in 1995.  The amount of the award as to AGF is 62,431,000 French 
francs ("FF") and as to Alsthom is 5,469,000 FF (an aggregate of 
approximately $7 million U.S. dollars at December 31, 1998), both with 
interest from January 30, 1993 at the "French official rate."

Petitioners' operative pleading in the legal action, its Second Amended 
Petition, seeks confirmation of the award against JCC III and, in addition, 
seeks its confirmation and enforcement against the other Respondents, 
including the Company, on the theories of fraudulent conveyance, collateral 
estoppel and virtual representation, judicial estoppel and equitable 
estoppel, and alter ego and/or successor liability relating to events 
transpiring from 1983 through the completion of the foreign arbitration 
proceeding in 1997.  In 1983, the Company and ITT were parties to an asset 
sale transaction involving the business and assets of JCC I.  JCC II, a now 
inactive California corporation, was formed at that time for purpose of 
acquiring the assets and certain liabilities of JCC I and ceased transacting 
business after the 1987 asset sale transaction with JCC III.

The Company answered the Second Amended Petition denying any liability, 
asserting various affirmative defenses and  cross-claims against ITT for 
contractual indemnity and for equitable indemnity.  ITT and JCC III have 
cross-claimed against the Company.

At the present time the Company is unable to determine the outcome of the 
claims asserted by and against the Company in the legal action because the 
case is still at an early stage of discovery and because of the existence of 
disputed issues of fact bearing on the outcome of those claims.  However, 
there can be no assurance that the outcome to the proceedings will not have 
an adverse effect on the financial condition of the Company.

In November 1998, the Company was advised that it had been named as a 
defendant in a lawsuit brought by a consumer of one of the Company's 
products.  The consumer claims that the product caused personal injury and 
other damages.  The Company believes that it has valid defenses.  The 
Company has insurance coverage for such claims and has accrued its insurance 
deductible amount in fiscal 1998 to cover the estimated defense costs 
associated with this matter.

During the three months ended December 31, 1998, the Company made cash 
investments of $12,000 in capital expenditures primarily for tooling and 
dies used in production and manufacturing equipment.    At December 31, 
1998, the Company has commitments of approximately $163,000 for the purchase 
of capital expenditures, primarily for tooling and dies.

The Company believes that its present working capital, credit arrangements 
with a commercial finance company and related parties, and other sources of 
financing will be sufficient to finance its seasonal borrowing needs, 
operations and investment in capital expenditures in fiscal 1999.  Other 
sources of financing, provided by the Company's principal stockholder, are 
available to finance any working capital deficiencies.


RESULTS OF OPERATIONS

The results of consolidated operations for the three months ended December 
31, 1998 resulted in a net loss of $695,000, or $.28 per share, as compared 
with a net loss of $756,000, or $.31 per share, for the three months ended 
December 31, 1997.

Sales increased $243,000, or 20.0%, to $1,458,000 for the three months ended 
December 31, 1998, as compared to $1,215,000 for the corresponding period in 
the previous year.  The increase in sales was attributable to a 19.9% 
increase in sales of Consumer Products and a 20.7% increase in sales of 
Industrial Products.

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

Sales and operating loss for the Consumer Products segment for the three 
months ended December 31, 1998 were approximately $1,201,000 and $435,000, 
respectively, as compared to $1,002,000 and $472,000, respectively, for the 
three months ended December 31, 1997.  Sales increased $199,000, or 19.9%, 
primarily due to increased sales of leafeaters and yard carts.  Product 
lines within the Consumer Products segment are subject to seasonal 
fluctuations, with most shipments occurring in the spring and summer 
seasons.   The Company anticipates that sales of the Consumer Products 
segment will continue at approximately the same levels as those in fiscal 
1998.

Sales and operating profit for the Industrial Products segment for the three 
months ended December 31, 1998 were $257,000 and $43,000, respectively, as 
compared to sales of $213,000 and operating loss of $3,000, for the three 
months ended December 31, 1997.  The increase in net sales for the 
Industrial Products segment of $44,000, or 20.7%, was primarily due to 
additional volume of shipments of the Company's Echovision systems to an 
existing customer.

Selling, general and administrative expenses increased $26,000, or 5.6%, to 
$487,000 for the three months ended December 31, 1998, as compared to 
$461,000 for the three months ended December 31, 1997 primarily due to 
increased sales volume.  Selling, general and administrative expenses, as a 
percentage of sales, were 33.4% during the three months ended December 31, 
1998 as compared to 37.9% during the three months ended December 31, 1997.  
The decrease in the percentages was due to the Company's cost containment 
efforts.

Additional tax benefits from losses on operations during the three months 
ended December 31, 1998 were offset by changes to the related valuation 
allowance.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk
-------------------------------------------------------------------
The Company is not subject to market risk associated with risk sensitive 
instruments as the Company does not transact its sales in other than United 
States dollars, does not invest in investments other than United States 
instruments and has not entered into hedging transactions.


Item 6b.  Reports on Form 8-K
------------------------------
No reports were filed on Form 8-K during the quarter ended December 31, 1998


                                 SIGNATURES



      Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.



                                       ARMATRON INTERNATIONAL, INC.



February 12, 1999                      By: /s/ Charles J. Housman
                                           ----------------------
                                       Charles J. Housman
                                       Chairman of the Board,
                                       President and Director
                                       Chief Executive, Financial
                                       and Accounting Officer