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, 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)

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

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

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

        APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                      DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Sections 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court.
                            Yes  [ ]      No  [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of Common Stock (par value $1) outstanding at January 
31, 1998 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, 1997 and 1996, September 30, 1997             3 - 4

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

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

        Notes to Consolidated Condensed Financial
         Statements                                                7 - 9

      Item 2
        Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations                                               10 - 12


PART II - OTHER INFORMATION

      Item 4
        Results of Votes of Security Holders                      13

      Item 6b
        Reports on Form 8-K                                       13

SIGNATURES                                                        14


<PAGE>  2


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

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

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

CURRENT ASSETS:
  Cash and cash equivalents             $ 1,455      $ 1,522      $ 1,126
  Trade accounts receivable,net             967        1,156        2,389
  Inventories                             2,933        2,513        2,711
  Deferred taxes                            113          130          113
  Prepaids and other current assets         255          335          165
                                        -------      -------      -------
      Total Current Assets                5,723        5,656        6,504

PROPERTY AND EQUIPMENT, NET                 564          610          589

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

      Total Assets                      $ 6,394      $ 6,373      $ 7,264
                                        =======      =======      =======
</TABLE>

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


<PAGE>  3


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

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

<S>                                     <C>          <C>          <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Accounts payable                      $   601      $   875      $   695
  Other current liabilities               1,814        1,261        1,825
  Current portion under capital
   lease obligations                         18            -           18
                                        -------      -------      -------

      Total Current Liabilities           2,433        2,136        2,538
                                        -------      -------      -------

LONG-TERM DEBT, related parties           4,715        4,715        4,715
                                        -------      -------      -------

LONG-TERM CAPITAL LEASE OBLIGATIONS,
 net of current portion                      26            -           30
                                        -------      -------      -------

DEFERRED RENT, net of current portion        33           71           38
                                        -------      -------      -------

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock, par value $1 per
   share, 6,000,000 shares author-
   ized; 2,606,481 shares issued 
   at December 31, 1997, 1996, and 
   September 30, 1997                     2,606        2,606        2,606
  Additional paid-in capital              6,770        6,770        6,770
  Accumulated deficit                    (9,803)      (9,539)      (9,047)
                                        -------      -------      -------
                                           (427)        (163)         329

  Less:
    Treasury stock at cost - 146,732
     at December 31, 1997, 1996 and
     September 30, 1997                     386          386          386
                                        -------      -------      -------

      Total Stockholders' Equity 
       (Deficiency)                        (813)        (549)         (57)
                                        -------      -------      -------

      Total Liabilities and
       Stockholders' Equity 
       (Deficiency)                     $ 6,394      $ 6,373      $ 7,264
                                        =======      =======      =======
</TABLE>

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


<PAGE>  4


                        ARMATRON INTERNATIONAL, INC.
               Consolidated Condensed Statements of Operations
            for the Three Months ended December 31, 1997 and 1996
                (Dollars in Thousands Except Per Share Data)

<TABLE>
<CAPTION>
                                                 (Unaudited)
                                             Three Months Ended
                                                 December 31
                                             ------------------
                                              1997         1996
                                              ----         ----

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

Cost of products sold                           1,399        1,385

Selling, general and
 administrative expenses                          461          508

Interest expense-related parties                  120          120

Interest expense-third parties                      9            7

Other (income) expense - net                      (18)         (27)
                                              -------      -------

      Net loss                                $   756      $   778
                                              =======      =======

Per Share:

      Net loss                                $   .31      $   .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, 1997 and 1996
                           (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                   (Unaudited)
                                              Three Months Ended
                                                 December 31,
                                              ------------------
                                              1997          1996
                                              ----          ----

<S>                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                    $(  756)      $(  778)
  Adjustments to reconcile net loss
   to net cash flows from operating
   activities:
    Depreciation and amortization                  92            76
    Loss on disposal of equipment                   -            (1)
    Changes in operating assets
     & liabilities                              1,059           427
                                              -------       -------
  Net cash flow from (used for)
   operating activities:                          395          (276)
                                              -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES
  Payments for machinery and equipment            (62)          (51)
                                              -------       -------
    Net cash flow used for
      investing activities:                       (62)          (51)
                                              -------       -------
 
CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on capital lease obligations            (4)            -
                                              -------       -------
    Net cash flow used for
     financing activities:                         (4)            -
                                              -------       -------

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                             329          (327)

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

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                             $ 1,455       $ 1,522
                                              =======       =======

SUPPLEMENTAL INFORMATION:
  Interest paid - related parties             $     -       $     -
  Interest paid - third parties               $     7       $     7
  Income taxes                                $     -       $     -
</TABLE>

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


<PAGE>  6


                        ARMATRON INTERNATIONAL, INC.
            Notes to Consolidated Condensed Financial Statements

1.  NATURE OF BUSINESS

The Company operates principally in two segments, the Consumer Products 
segment and the Industrial Products segment.  Operations in the Consumer 
Products segment involve the manufacture and distribution of Flowtron leaf-
eaters, bugkillers, yard carts, storage sheds and dog houses which comprised 
82% and 97% of the Company's sales for the three months ended December 31, 
1997 and for the year ended September 30, 1997, respectively.  The Company 
distributes its consumer products primarily to major retailers throughout 
the United States, with some products distributed under customer labels.  
Substantially all of this segment's sales and accounts receivable related to 
business activities with such retailers.  The Industrial Products segment 
markets electronic obstacle avoidance systems for transportation and 
automotive applications.    There are no intercompany sales between 
segments.

2.  OPINION OF MANAGEMENT

In the opinion of management, the accompanying unaudited consolidated 
condensed financial statements contain all adjustments(including normal 
recurring adjustments) necessary to present fairly the consolidated 
financial position as of December 31, 1997 and 1996, and September 30, 1997, 
and the consolidated statements of operations for the three months ended 
December 31, 1997 and 1996 and the consolidated statements of cash flow for 
the three months ended December 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, 1997.  Certain information and footnote disclosures 
normally included in financial statements prepared in accordance with 
generally accepted accounting principles have been condensed or omitted.  
The year-end balance sheet data was derived from audited financial 
statements, but does not include disclosures required by generally accepted 
accounting principles. The accompanying unaudited, consolidated condensed 
financial statements are not necessarily indicative of future trends or the 
Company's operations for the entire year.

3.  REVENUE RECOGNITION

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

4.  USE OF ESTIMATES

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

5.  CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to 
concentration of credit risk, consist principally of trade account 
receivables.  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.


<PAGE>  7


For the three months ended December 31, 1997, two customers accounted for 
approximately 41% of the Company's net sales.  At December 31, 1997, these 
customers accounted for approximately 51% of the Company's trade accounts 
receivable balance.

For the year ended September 30, 1997, two customers accounted for 
approximately 42% of the Company's net sales.  At September 30, 1996, these 
customers accounted for approximately 57% of the Company's trade accounts 
receivable balance.

For the three months ended December 31, 1996, two customers accounted for 
approximately 51% of the Company's net sales.  At December 31, 1996, these 
customers accounted for approximately 42% of the Company's trade accounts 
receivable balance.

6.  MAJOR SUPPLIERS

The Company currently purchases its plastic storage sheds, yard carts and 
dog houses from one supplier.  This supplier manufactures these products in 
accordance with the Company's designs and specifications.  The Company 
believes that other suppliers could provide the required products although 
comparable terms may not be realized.  A change in suppliers could cause a 
delay in scheduled deliveries of the products to the Company's customers and 
a possible loss of revenue, which would adversely affect the Company's 
results of operations.

7.  CASH

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

8.  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,
                                        ---------------   -------------
                                        1997       1996        1997
                                        ----       ----        ----

      <S>                              <C>        <C>         <C>
      Raw Materials                    $ 1,924    $ 1,626     $ 1,680
      Work in Process                       16        100          21
      Finished Goods                       993        787       1,010
                                       -------    -------     -------
                                       $ 2,933    $ 2,513     $ 2,711
                                       =======    =======     =======
</TABLE>

9.  PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

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


<PAGE>  8


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

10.  OTHER CURRENT LIABILITIES

Other current liabilities consist of the following as of:

<TABLE>
<CAPTION>
                                              (In thousands)
                                       (Unaudited)         (Audited)
                                       December 31,      September 30,
                                     ----------------    -------------
                                     1997        1996        1997
                                     ----        ----        ----

<S>                                  <C>         <C>         <C>
Salaries, commissions
 and benefits                        $  386      $  328      $  399
Sales allowances and incentives         152           -         163
Professional fees                        90          98          78
Warranty costs                           40          42          37
Advertising costs                        65         129          82
Interest                              1,037         559         917
Other                                    44         105         149
                                     ------      ------      ------
                                     $1,814      $1,261      $1,825
                                     ======      ======      ======
</TABLE>

11.  DEBT

Long-term Debt

The Company has a $7,000,000 line of credit with a realty trust operated for 
the benefit of the Company's principal shareholders.  This line of credit, 
with interest at 10%, requires monthly payments of interest only, is payable 
in full in October 1998, and is collateralized by all assets of the Company. 
The Company had $4,715,000 outstanding under this line of credit at December 
31, 1997.  Repayment of this line of credit is subordinated 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, 1997, interest payments of $1,037,000, associated with this line were in 
arrears for the period November 1, 1995 to December 31, 1997.

Note Payable

The Company has a revolving line of credit agreement with a commercial 
finance company which permits combined borrowings up to $3,500,000 in cash 
and letters of credit.  This line of credit is collateralized by all the 
assets of the Company and expires in December 1999.  The terms of this 
agreement include a borrowing limit which fluctuates depending on the levels 
of accounts receivable and inventory which collateralize the borrowings.  
The agreement contains various covenants pertaining to maintenance of 
working capital, net worth, restrictions on dividend distributions and other 
conditions.  Interest on amounts outstanding is payable on a monthly basis 
at 1 3/4% over the commercial base rate.  The commercial base rate was 8.5%
at December 31, 1997.  As of December 31, 1997, the Company had outstanding
letters of credit amounting to approximately $137,000 and approximately
$1,081,000 was available, pursuant to the borrowing formula, under this
credit agreement.


<PAGE>  9


ITEM 2:  ARMATRON INTERNATIONAL, INC.

        Management's Discussion and Analysis of Financial Conditions
                          and Results of Operations

OVERVIEW

The Company operates principally in two segments, the Consumer Products 
segment and the Industrial Products segment.  Operations in the Consumer 
Products segment involve the manufacture and distribution of Flowtron leaf-
eaters, bugkillers, yard carts, storage sheds, and dog houses which 
comprised 82% and 97% of the Company's sales during the three months ended 
December 31, 1997 and for the year ended September 30, 1997, respectively.   
The Company distributes its consumer products primarily to major retailers 
throughout the United States, with some products distributed under customer 
labels.  Substantially all of this segment's sales and accounts receivable 
related to business activities with such retailers.  The Industrial Products 
segment markets electronic obstacle avoidance systems for transportation and 
automotive applications.   There are no intercompany sales between segments. 
For the three months ended December 31, 1997, two customers accounted for 
approximately 41% of the Company's net sales.  At December 31, 1997, these 
customers accounted for approximately 51% of the Company's trade accounts 
receivable. If any of the Company's major customers fail to pay the Company 
on a timely basis, it could have a material adverse effect on the Company's 
business, financial condition and results of operations.  The Company 
currently purchases its plastic storage sheds, yard carts and dog houses 
from one supplier.  This supplier manufactures 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 the products to the Company's customers and a 
possible loss of revenue, which would adversely affect the Company's results 
of operations.

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, 1997, operating activities 
provided $395,000 in cash primarily due to a decrease in trade accounts 
receivable of $1,422,000 offset by an increase in inventories of $222,000, 
a decrease in accounts payable of $94,000 and the net loss of $756,000.

The Company has a revolving line of credit agreement with commercial finance 
company which permits combined borrowings up to $3,500,000 in cash and 
letters of credit.   This line of credit is collateralized by all the assets 
of the Company and expires in December 1999.  The terms of this agreement 
include a borrowing limit which fluctuates depending on the levels of 
accounts receivable and inventory which collateralize the borrowings.  The 
agreement contains various covenants pertaining to maintenance of working 
capital, net worth, restrictions on dividend distribution and other 
conditions.  Interest on amounts outstanding is payable at 1 3/4%  over the 
commercial base rate.  The commercial base rate was 8.5% at December 31, 
1997.  At December 31, 1997, the Company had outstanding letters of credit 
amounting to approximately $137,000 and approximately $1,081,000 was 
available, pursuant to the borrowing formula, under this credit agreement.


<PAGE>  10


The Company has a $7,000,000 line of credit with a realty trust operated for 
the benefit of the Company's principal shareholders.  This line of credit, 
with interest at 10%, requires monthly payments of interest only, is payable 
in full in October 1998, and is collateralized by all assets of the Company. 
The Company had $4,715,000 outstanding under this line of credit at December 
31, 1997.  Repayment of this line of credit is subordinated to the repayment 
of any and all balances outstanding on the revolving line of credit from a 
commercial finance company.  At December 31, 1997, interest payments of 
$1,037,000 associated with this line were in arrears for the period November 
1, 1995 to December 31, 1997.  

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.

During the three months ending December 31, 1997, the Company made cash 
investments of $62,000 in capital expenditures.   As of January 31, 1998, 
the Company has commitments of approximately $50,000 for future capital 
expenditures primarily for tools and dies used in production.  

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

The Company believes that its present working capital, credit arrangements 
with a commercial finance company and related party, and other sources of 
financing will be sufficient to finance its seasonal borrowing needs, 
operations and investment in capital expenditures in fiscal 1998.  Other 
sources of financing, provided by the Company's principal shareholder, are 
available to finance any working capital deficiencies.

RESULTS OF OPERATIONS

The results of consolidated operations for the three months ended December 
31, 1997 resulted in net loss of $756,000, or $.31 per share, as compared 
with net loss of $778,000, or $.32 per share in the same period of the 
previous year.    

Sales remained at approximately $1,215,000 for the three months ended 
December 31, 1997, as compared to  the corresponding period in the previous 
year.  The Company's sales remained primarily at the same level for the three
months ended December 31, 1997, however the Consumer Products segment
experienced a decrease in sales of its sheds of approximately $180,000 and
this was offset by an increase in the sales of the Industrial Products
segment's Echovision systems of approximately $180,000.


<PAGE>  11


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 of products 
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 due to the seasonal nature of the 
Company's consumer product lines.  The Company has  deferred approximately 
$30,000 of period costs during the three months ended December 31, 1997 for 
absorption in subsequent quarters.

Gross margins for the three months ended December 31, 1997 and 1996 were 
($184,000) and ($170,000) respectively.

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 end December 31, 1997 were approximately $1,002,000 and $472,000, 
respectively, as compared to $1,182,000 and $437,000, respectively, in the 
previous year.  Sales decreased $180,000 primarily due to a decrease in 
sales of sheds.  Product lines within the Consumer Products segment are
subject to seasonal fluctuations, with most shipments occurring in the spring
and summer seasons.   

Sales and operating loss for the Industrial Products segment for the three 
months ended December 31, 1997 were $213,000 and $3,000 respectively, as 
compare to sales of $33,000 and operating loss of $84,000, in the previous 
year.  The increase in sales was due to additional volume of shipments of 
the Company's Echovision systems.  The operating loss was due to the 
underutilization of this segment's facilities.

Selling, general and administrative expenses decreased $47,000, or 9.2%, to 
$461,000 for the three months ended December 31, 1997, as compared to 
$508,000  for the same period of the previous year due to lower sales and 
the Company's cost containment efforts.

Additional tax benefits from loss on operations for the three months ended 
December 31, 1997 were offset by changes to the related valuation allowance.


<PAGE>  12


                        ARMATRON INTERNATIONAL, INC.


                                   PART II

Item 4.  Results of Votes of Security Holders

The annual meeting of shareholders was held on January 16, 1998 in Melrose, 
Massachusetts.  Two proposals were submitted by shareholders as described in 
the Company's Proxy Statement dated December 30, 1997 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, Charles J. Housman       1,446,240       420

Shareholder proposal to ratify
the selection of independent 
auditors for the 1998 
fiscal year                            1,445,265     1,305        90
</TABLE>

Messrs. Edward L. Housman and Elliot J. Englander 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, 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:  February 10, 1998            /s/  Charles J. Housman
                                    Charles J. Housman, President
                                    and Treasurer



Date:  February 10, 1998            /s/ Edward L. Housman
                                    Edward L. Housman, Director



Date:  February 10, 1998            /s/ Elliot J. Englander
                                    Elliot J. Englander, Director


<PAGE>  14