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


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

For the quarterly period ended June 30, 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 No. 0-3108   


                                   TRION, INC.                             
             (Exact name of registrant as specified in its charter)


        Pennsylvania                                     25-0922753           
(State of other jurisdiction of                     (I.R.S. Employer    
 incorporation or organization)                      Identification No.)


P.O. Box 760, 101 McNeill Road, Sanford, North Carolina   27331-0760       
     (Address of principal executive offices)             (Zip Code)
     (Registrant's telephone number, including area code) 919-775-2201

                               Not Applicable                              
                   (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 and 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    

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock as of August 14, 1998.    

7,149,247 shares of Common Stock, par value $.50






<p>-1-
               

<TABLE>
Part I

Item 1.  Financial Statements



                          TRION, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                 (Unaudited)
                    (In thousands, except per share amounts)

<CAPTION>

                                          Six Months          Three Months
                                        Ended  June 30       Ended  June 30    
                                      1998        1997      1998        1997   
<S>                                 <C>         <C>       <C>         <C>             
Net sales . . . . . . . . . . . . . $ 30,591    $ 31,329  $ 14,610    $ 17,757

Cost and expenses:
   Cost of products sold  . . . . .   19,756      21,123     9,023      11,948
   Selling, administration
     and engineering expenses . . .    9,000       8,683     4,417       4,573
   Litigation Settlement. . . . . .    3,000          -      3,000          -
   Interest . . . . . . . . . . . .      401         475       182         251 
   Amortization . . . . . . . . . .      172         172        86          86
   Other expense (income), net. . .      (84)        (33)      (27)        -   
                                      32,245      30,420    16,681      16,858

Income (loss) before income taxes .   (1,654)        909    (2,071)        899
Income tax expense (benefit). . . .     (682)        402      (828)        398

Net income (loss) for the period. .  $  (972)    $   507   $(1,243)    $   501         


                       
Earnings (loss) per share of common
    stock - basic . . . . . . . . .  $ (0.13)    $  0.07   $ (0.09)    $  0.07

Earnings (loss) per share of common
    stock - assuming dilution . . .  $ (0.13)    $  0.07   $ (0.09)    $  0.07



Cash dividends declared 
    per common share. . . . . . . .  $  0.02     $  0.04   $  0.00     $  0.02





See notes to consolidated condensed financial statements 
</TABLE>


  
<p>                                  -2-

<TABLE>
                         TRION, INC. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                                (In thousands)
<CAPTION>
                                   ASSETS
                                                      June 30    December 31
                                                    _  1998* _    _  1997    
<S>
CURRENT ASSETS                                        <C>         <C>
   Cash . . . . . . . . . . . . . . . . . . . . .     $ 1,138     $ 2,979 
   Trade accounts receivable, less allowance
     for doubtful accounts (1998 - $269,000 and
     1997 - $454,000) . . . . . . . . . . . . . .       9,111      11,815
   Inventories  . . . . . . . . . . . . . . . . .      10,813       9,228
   Prepaid expenses and other current assets  . .         753         536
   Refundable income taxes. . . . . . . . . . . .       1,064          -
   Deferred current income taxes  . . . . . . . .          90         163 
      Total current assets  . . . . . . . . . . .      22,969      24,721

PROPERTY, PLANT AND EQUIPMENT
   Land . . . . . . . . . . . . . . . . . . . . .          78          78 
   Building . . . . . . . . . . . . . . . . . . .       5,408       5,428
   Equipment. . . . . . . . . . . . . . . . . . .      20,593      19,810 
   Allowance for depreciation . . . . . . . . . .     (15,756)    (14,861)
                                                       10,323      10,455
OTHER ASSETS
   Goodwill less accumulated amortization:
      ($1,003,000 in 1998 and $831,000 in 1997) .       5,877       6,049
   Deferred income taxes  . . . . . . . . . . . .         331         323
   Other non-current assets . . . . . . . . . . .         650         644
                                                        6,858       7,016
                                                      $40,150     $42,192


                           LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
   Accounts payable and accruals  . . . . . . . .     $ 8,890     $ 8,567
   Current portion of long-term debt  . . . . . .       2,500       2,508
      Total current liabilities . . . . . . . . .      11,390      11,075

LONG-TERM DEBT  . . . . . . . . . . . . . . . . .       7,000       8,250
                                                       18,390      19,325

SHAREHOLDERS' EQUITY
   Common stock, par value $0.50 a share:
      Authorized 20,000,000 shares
      Issued and outstanding:
        1998 - 7,149,247 and
        1997 - 7,128,797  . . . . . . . . . . . .       3,575       3,564
   Additional paid-in capital . . . . . . . . . .       1,558       1,448
   Retained earnings  . . . . . . . . . . . . . .      16,423      17,681
   Accumulated other comprehensive income . . . .         204         174
                                                       21,760      22,867
                                                      $40,150     $42,192

See notes to consolidated condensed financial statements   

* Unaudited
</TABLE>
<p>                                   -3-

<TABLE>
                         TRION, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                                (In thousands)
<CAPTION>


                                                              Six Months
                                                            Ended  June 30    
                                                            1998       1997   
                                                                    
<S> 
OPERATING ACTIVITIES                                      <C>         <C>
   Net income (loss). . . . . . . . . . . . . . . . . .   $  (972)    $   507
   Adjustments to reconcile net income
    to net cash provided by operating activities:
        Depreciation  . . . . . . . . . . . . . . . . .       895         840
        Amortization  . . . . . . . . . . . . . . . . .       172         172
        Deferred income taxes . . . . . . . . . . . . .        65          - 
        Changes in operating assets and liabilities:
           Accounts receivable  . . . . . . . . . . . .     2,704          12
           Inventory and other. . . . . . . . . . . . .    (1,808)       (678)
           Refundable income taxes. . . . . . . . . . .    (1,064)         -
           Accounts payable and accrued expenses  . . .     1,323         707
        Foreign currency transaction loss (gain). . . .       (29)        (45) 
           Net cash provided by 
             operating activities . . . . . . . . . . .     1,286       1,515

INVESTING ACTIVITIES
   Purchase of property, plant and equipment, net . . .      (763)     (2,239)

           Net cash used by investing activities  . . .      (763)     (1,233)

FINANCING ACTIVITIES
   Net proceeds from (payments on) 
         master credit facility . . . . . . . . . . . .    (1,008)      2,200
   Principal payments on long-term debt . . . . . . . .    (1,250)     (1,253)
   Stock issued . . . . . . . . . . . . . . . . . . . .       121          36
   Cash dividends paid. . . . . . . . . . . . . . . . .      (286)       (280)
    
           Net cash provided (used) by
             financing activities . . . . . . . . . . .    (2,423)        703

Effect of foreign exchange rate changes on cash . . . .        59         (97)

Increase (decrease) in cash . . . . . . . . . . . . . .    (1,841)       (118) 

Cash and cash equivalents at beginning of period  . . .     2,979       2,073

Cash and cash equivalents at end of period  . . . . . .   $ 1,138     $ 1,955

See notes to consolidated condensed financial statements
</TABLE>




<p>                                     -4-


                                     TRION, INC.
                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                    June 30, 1998

Note A - Subsequent Events

On August 14, 1998, the Company entered into a definitive merger agreement 
with McLeod Russel Holdings PLC pursuant to which a newly-formed subsidiary of 
McLeod Russel Holdings PLC would be merged into the Company and each issued 
and outstanding share of Common Stock of the Company would be converted into 
the right to receive $7.27 in cash.  The transaction would be subject to 
approval of the respective shareholders of Trion, Inc. and McLeod Russel 
Holdings PLC, and to the receipt of any necessary governmental approvals.

In conjunction with the above, on August 10, 1998, the Company settled for 
$2,900,000 a lawsuit filed on December 2, 1997 by Carico International, Inc. 
in the Circuit Court for Broward County, Florida seeking damages alleged to be 
in the millions of dollars for injury to its business allegedly caused by a 
defective specialty air filter manufactured by the Company.  The Company 
continued to vigorously defend its position.  On July 23, 1998, Carico filed a 
Demand for Judgement in the amount of $5869,071.  In addition, discussions 
with Mcleod Russel, as described above, were being conducted and as a result 
of these discussions, on August 10, 1998, the Company settled the suit for 
$2,900,000 payable one-half by September 9, 1998 and one-half not later than 
January 10, 1999. The Company also incurred legal fees approximating $100,000 
in defending such suit.  The entire amount was recorded in the second quarter 
in accordance with generally accepted accounting principles.

Note B - Basis of presentation
The accompanying unaudited consolidated condensed financial statements have 
been prepared in accordance with the instructions to Form 10-Q and therefore 
do not include all information and footnotes required by generally accepted 
accounting principles for complete financial statements.  In the opinion of 
management, all adjustments (consisting only of normal recurring accruals) 
considered necessary for a fair presentation have been reflected in the 
reported financial information.  Operating results for the six month period 
ended June 30, 1998 are not necessarily indicative of the results that may be 
expected for the year ending December 31, 1998.  For further information, 
refer to the consolidated financial statements and footnotes included in the 
Registrant's annual report on Form 10-K for the year ended December 31, 1997.

It is a standard and accepted practice used by the Company in the preparation 
of the financial statements in conformity with generally accepted accounting 
principles that estimates and assumptions are used by management that affect 
the amounts reported in the financial statements.  Actual results could differ 
from those estimates.


<p>                                    -5-


<TABLE>
Note C - Earnings per Share of Common Stock

The following tables set forth the computation of basic and diluted earnings 
per share:
<CAPTION>
                                   Three Months Ended June 30
<S>                                    1998           1997    
Numerator for basic and
diluted earnings per share:         <C>            <C>
     Net income (loss). . . . . . . $(1,243,000)   $  501,000

Denominator:
     Denominator for basic
     earnings per share - weighted
     average shares:  . . . . . . .   7,145,400     7,003,931
     Effect of dilutive securities:
         Employee stock options . .      93,863        86,777
     Denominator for diluted
     earnings per share - adjusted
     weighted average shares and
     assumed conversions  . . . . .  7,239,532     7,090,708

Basic earnings (loss) per share . .  $   (0.17)    $    0.07

Diluted earnings (loss) per share .  $   (0.17)    $    0.07
</TABLE>
Note D - Inventories
The Registrant does not maintain an integrated dollar perpetual inventory 
system.  During the interim periods, inventories are charged with actual costs 
incurred and relieved at products standard costs.  Such standards are updated 
at least annually.  Based upon the components of inventory at the preceding 
physical inventory date and charges to and relief of inventories during the 
interim period, the components of inventory are estimated as follows (in 
thousands):

                                          March 30     December 31
                                        __  1998 ___       1997    
 Raw materials . . . . . . . . . . . . .   $ 6,057       $ 5,169
 Work-in-process and finished goods. . .     4,756         4,059
                                           $10,813       $ 9,228

Cost of domestic inventory is determined by the last-in, first-out method.  No 
provision has been made during the interim period to reflect changes in last-
in, first-out values since the preceding December 31.  Management believes 
that such provision, if any, would not be significant.

Note E - Segment Information

Effective January 1, 1998, the Company adopted Statement of Financial 
Accounting Standards No. 131, Disclosures about Segments of an Enterprise and 
Related Information (SFAS 131), which is effective for years beginning after 
December 15, 1997.  SFAS 131 establishes standards for the way that public 
business enterprises report information about operating segments in annual 
financial statements and requires that those enterprises report selected 
information about operating segments in interim financial reports.  It also 
establishes standards for related disclosures about products and services, 
geographic areas and major customers. SFAS 131 is not required to be applied 
to interim periods in the initial year of adoption and therefore the Company 

<p>                               -6-
will make the new disclosure requirements in its 1998 annual report.  The 
adoption of SFAS 131 did not affect results of operations or financial 
position and will not have a significant effect on the Company's reported 
segment disclosures in its 1998 annual report.

Supplemental information regarding the segments historically reported by the 
Company are included in the Management's Discussion and Analysis of Financial 
Condition and Results of Operations.

Note F - Comprehensive Income

As of January 1, 1998, the Company adopted Statement of Financial Accounting 
Standards No. 130, Reporting Comprehensive Income (SFAS 130).  SFAS 130 
establishes new rules for the reporting and display of comprehensive income 
and its components; however, the adoption of this Statement had no impact on 
the Company's net income or shareholders' equity.  SFAS 130 requires 
unrealized gains and losses on the Company's available-for-sale securities and 
foreign currency translation adjustments, which prior adoption were reported 
separately in shareholders' equity to be included in other comprehensive 
income.  Prior year financial statements have been reclassified to conform to 
the requirements of SFAS 130.

For the three month period ended June 30, 1998 and 1997 total comprehensive 
income amounted to a loss of $1,234,000 and income of $493,000, respectively. 
During the first six months of 1998 total comprehensive income amounted to a 
loss of $942,000 and income of $356,000 in 1997.  The differences between 
reported net income or loss and these amounts was due to foreign currency 
translation adjustments.


Item 2. Management's Discussion and Analysis of Financial Condition and       
        Results of Operations

Recent Developments

On August 14, 1998, the Company entered into a definitive merger agreement 
with McLeod Russel Holdings PLC pursuant to which a newly-formed subsidiary of 
McLeod Russel Holdings PLC would be merged into the Company and each issued 
and outstanding share of Common Stock of the Company would be converted into 
the right to receive $7.27 in cash.  The transaction would be subject to 
approval of the respective shareholders of Trion, Inc. and McLeod Russel 
Holdings PLC, and to the receipt of any necessary governmental approvals.

In conjunction with the above, on August 10, 1998, the Company settled for 
$2,900,000 a lawsuit filed on December 2, 1997 by Carico International, Inc. 
in the Circuit Court for Broward County, Florida seeking damages alleged to be 
in the millions of dollars for injury to its business allegedly caused by a 
defective specialty air filter manufactured by the Company.  The Company 
continued to vigorously defend its position.  On July 23, 1998, Carico filed a 
Demand for Judgement in the amount of $5869,071.  In addition, discussions 
with Mcleod Russel, as described above, were being conducted and as a result 
of these discussions, on August 10, 1998, the Company settled the suit for 
$2,900,000 payable one-half by September 9, 1998 and one-half not later than 
January 10, 1999. The Company also incurred legal fees approximating $100,000 
in defending such suit.  The entire amount was recorded in the second quarter 
in accordance with generally accepted accounting principles.




<p>                                 -7-
<TABLE>
Results of Operations
                            SEGMENT  DATA
                             (Unaudited)
                            (In thousands)
<CAPTION>

                                        Six Months Ended     Three Months Ended
                                             June  30             June  30     _   
                                        1998        1997      1998        1997   
<S>
Net sales to unaffiliated customers:
   North American Operations:          <C>        <C>        <C>        <C> 
     Engineered Products . . . . . .   $22,758    $21,972    $11,338    $11,648
     Consumer Products . . . . . . .     4,642      6,764      1,531      4,735
   European Operations . . . . . . .     3,191      2,593      1,741      1,374
                                        30,591     31,329     14,610     17,757
Income (loss) from operations:
   North American Operations:
     Engineered Products . . . . . .     2,679      2,421      1,535      1,542
     Consumer Products . . . . . . .       197        262         80        262
   European Operations . . . . . . .       132       (139)       195          9
                                         3,008      2,544      1,810      1,813
General Corporate:
   Settlement of litigation. . . . .    (3,000)        -      (3,000)        -
   Other income  . . . . . . . . . .        83         33         26         -
   Interest (U.S.) . . . . . . . . .      (401)      (475)      (182)      (251)
   Other expense . . . . . . . . . .    (1,344)    (1,193)      (725)      (663)
                                        (4,662)    (1,635)    (3,881)      (914)
   
Income before income taxes . . . . .   $(1,654)   $   909    $(2,071)   $   899
</TABLE>
Consolidated net sales for the quarter ended June 30, 1998 were $14,610,000 
compared to $17,757,000 from the same period a year ago, an 18 percent decline 
from 1997.  This decline was primarily attributable to a lower sales volume in 
the Company's Consumer Products segment, specifically lower shipments to a 
major retailer.  In 1997, the Company recorded a significant increase in sales 
in the Consumer Products segment due to the introduction of a new appliance 
line of products which created a pipeline fill for a major retailer.  

In addition, on an overall basis sales in the Engineered Products segment 
declined by approximately 3% primarily due to lower second quarter shipments 
of the Company's fan filter products caused by the softness in the 
semiconductor capital equipment market and the deterioration of the Asian 
economies. Partially offsetting this decline was an increase in the sales of 
the Company's residential products.  

On a year to date basis, the Company's sales in 1998 were $30,591,000 as 
compared to $31,329,000 in 1997.  This 2% decline was primarily due to the 
aforementioned reduction in Consumer Products segment sales.  Within the 
Engineered Products segment, the second quarter decline in shipments to 
customers in the semiconductor capital equipment was more than offset by the 
increases in sales of the Company's residential products.

The Company's backlog of unshipped customer orders was $5,632,000 at June 30, 
1998, down from the $8,033,000 backlog reported a year ago primarily due to 
the aforementioned softness in the semiconductor capital equipment market.

On a consolidated basis, the cost of products sold as a percentage of sales 
for the three and six month period ended June 30, 1998 was 61.8 percent and 
64.6 percent, respectively, as compared to 67.3 percent and 67.4 percent, 
respectively, a year ago.  These improvements were due to several factors 
including: lower Consumer Products content, which carries a higher cost of

                                  -8-
goods sold as a percentage of sales as compared to most of the Company's other 
products; significant cost improvements being achieved on the new appliance 
product line as well as on the fan filter units; and a higher sales mix of 
residential products, which carries a lower cost of goods sold as a percentage 
of sales as compared to the Company's other product lines. 

Consolidated gross profit for the second quarter ended June 30, 1998 was 
$5,587,000 as compared to $5,809,000 in the 1997 period, the decline was due 
to the lower sales volume during the second quarter offset by the improved 
cost of goods sold as a percentage of sales discussed above.  Consolidated 
gross profit for the first six months ended June 30, 1998 was $10,835,000 as 
compared to $10,206,000 in the 1997 period, the difference being primarily 
attributable to the lower cost of goods sold as a percentage of sales 
discussed above.

Consolidated selling, administration and engineering expenses declined 
$156,000 during the second quarter of 1998 as compared to spending during the 
same quarter last year.  As a percentage of net sales consolidated selling, 
administration and engineering expenses increased to 30.2 percent during the 
second quarter ended June 30, 1998, as compared to 25.8 percent in 1997.  This 
increase in the percentage is primarily attributable to the lower sales 
volume.  On a year to date basis, selling, administration and engineering 
expenses increased approximately 4 percent in terms of dollars spent in 1998 
as compared to 1997 which was 29.4 percent of sales in 1998 as compared to 
27.7 percent of sales for 1997.  The primary reason for these increases is a 
higher mix of products having variable selling expense ratios above the 
average. 

Additionally, the Company's operating efficiencies were impacted in the three 
and six month period ended June 30, 1998 by the consolidation of the Company's 
Lancaster, Pennsylvania manufacturing plant into its Sanford, North Carolina 
facility.  This was completed during the second quarter of 1998.

For discussion concerning the settlement of litigation, see comments in 
"Recent Events" above.

Interest expense during the second quarter and first six months of 1998 was 
$182,000 and $401,000, respectively as compared to $251,000 and $475,000 for 
the second quarter and first six months of 1997, respectively.  These 
reductions are due to lower borrowings offset by a slightly higher rate of 
interest in the current periods.

The Company recorded an income tax benefit for the second quarter of $828,000 
yielding a year to date 1998 income tax benefit of $682,000.  This benefit was 
generated by the recording of the settlement of litigation.  Excluding this 
item and its impact on income taxes, income taxes for the second quarter of 
1998 would have been $291,000 or an effective tax rate of 32.5 percent as 
compared to $398,000 or an effective tax rate of 44.3 percent during the same 
period in 1997.  This difference is primarily due to the significant change in 
income from operations generated by the European Operations segment which has 
tax loss carryforwards available.  The effective tax rate on a year to date 
basis is consistent with the discussion above.

The net loss for the second quarter ended June 30, 1998 was $1,243,000 as 
compared to net income of $501,000 for the same period a year ago.  The net 
loss for the six month period ended June 31, 1998 was $972,000 as compared to 
net income of $507,000 for the same period in 1997.  The reason for the 
decline is solely attributable to the settlement of litigation discussed 
below.

<p>                                   -9-
The resulting loss per share (basic and diluted) reported for the second 
quarter and first six months of 1998 were $0.17 and $0.13, respectively.  This 
is compared to earnings per share (basic and diluted) of $0.07 for the second 
quarter and six month periods of 1997.

Liquidity and Sources of Capital

The financial condition of the Company remains solid with the current ratio at 
2.0 : 1 as compared to 2.2 : 1 at 1997 year-end.  Working capital decreased to 
$11,579,000 due to the recording of the settlement of litigation and its 
related impact on the balance sheet.  Long-term debt is at 32.2 percent of 
equity and total shareholders' equity is $21,760,000.  The Company expects to 
replace its existing credit agreement shortly and the Company's financial 
institutions anticipate that the credit facility will be renewed upon 
completion of the above referenced merger agreement.

Implications of the Year 2000 Issue

The Company uses numerous software applications and computer programs 
throughout the various functions within its organization which may require 
modification in order to address the upcoming millennium change in the year 
2000.  The Company's assessment of the year 2000 issue, the impact on 
operations and the estimated cost will be completed in early 1999.  The cost 
of making the necessary corrections will be expensed as incurred.  Management 
does not expect these costs to have a material impact on the Company's ongoing 
results of operations.

The foregoing discussion contains forward-looking statements about the 
Company's financial condition and results of operations, which are subject to 
certain risks and uncertainties that could cause actual results to differ 
materially from those reflected in the forward-looking statements.  Readers 
are cautioned not to place undue reliance on these forward-looking statements, 
which reflect management's judgment only as of the date hereof.  The Company 
undertakes no obligation to publicly revise these forward-looking statements 
to reflect events and circumstances that arise after the date hereof.  Factors 
that may cause the Company's actual results to differ materially from those 
anticipated in forward-looking statements include the following: generally 
adverse economic and industry conditions, including a decline in demand for 
IAQ products or significant changes in preferences in or use of such products; 
changes in the competitive environment, including increased competition in the 
Company's primary markets and consolidation in the air quality industry; 
economic or political changes in the countries in which the Company operates 
or adverse trade regulations; and non-availability of resources for the 
Company, or its suppliers and customers, to complete their respective Year 
2000 compliance effectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

        Not applicable.

<p>                                    -10

                                    PART II

Item 1. Legal Proceedings.

        On December 2, 1997, Carico International, Inc. ("Carico") filed a
        lawsuit against the Company in the Circuit Court for Broward County,
        Florida seeking damages alleged to be in the millions of dollars for
        injury to its business allegedly caused by a defective specialty air
        filter manufactured by the Company.

        On July 23, 1998, Carico filed a Demand for Judgement in the amount of
        $5,869,071.  On August 10, 1998, the Company settle the suit for
        $2,900,000 payable one-half by September 9, 1998 and one-half not
        later than January 10, 1999.  The entire amount was recorded in the
        second quarter in accordance with generally accepted accounting
        principles.

Item 5. Other Information

        The Company's press release date August 14, 1998 reporting execution  
        of a definitive merger agreement with McLeod Russel Holdings PLC on   
        August 14, 1998 is attached hereto as Exhibit 99 and incorporated
        herein by reference.

Item 6(a).  Exhibits
        The following exhibits are filed herewith:
            10.1 Amended Stock Option Agreement with Steven L. Schneider
            10.2 Employment Agreement with David M. Schlegel
            10.3 Change of Control Agreement with Calvin J. Monsma
            10.4 Severance Agreement with J. Gary Waters
            27   Financial Data Schedule
            99   Press Release Dated August 14, 1998.

Item 6(b).  Report on Form 8-K
        There were no reports on Form 8-K filed by the Registrant during the  
        period covered by this report.


                                 SIGNATURES

Pursuant to the requirements 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.
                                                      TRION, INC.       
                                                     (Registrant)


Date: August 14, 1998                             /s/ Steven L. Schneider  
                                                  Steven L. Schneider 
                                                  President and 
                                                  Chief Executive Officer

Date: August 14, 1998                             /s/ Calvin J. Monsma     
                                                  Calvin J. Monsma
                                                  Vice President and 
                                                  Chief Financial Officer 




<p>                                       -11-























                                      -11-