FORM 10-QSB



Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act 
                                  of 1934

               For the quarterly period ended January 31, 1997

                       Commission File No. 2-33256


                              TOROTEL, INC.
(Exact name of small business issuer as specified in its charter)


	MISSOURI				                            	     44-0610086
(State or other jurisdiction of 				(I.R.S. Employer Identification No.)
 incorporation or organization)


13402 SOUTH 71 HIGHWAY, GRANDVIEW, MISSOURI  64030
(Address of principal executive offices)


(816) 761-6314
(Issuer's telephone number)


NONE
(Former name, former address and former fiscal year, if change since last 
report)


Check whether the issuer (1) filed all reports required to be filed by Section 
13 or 15(d) of the Exchange Act during the past 12 months and (2) has been 
subject to such filing requirements for the past 90 days.

Yes    X     No        	


As of March 3, 1997, there were 2,807,767 shares of Common Stock, $.50 
Par Value, outstanding.


TOROTEL, INC. AND SUBSIDIARIES


INDEX


PART I.      FINANCIAL INFORMATION

	Item 1.   Financial Statements

	          Consolidated Balance Sheet as of January 31, 1997				          1

	          Consolidated Statements of Operations for the nine months
	               ended January 31, 1997 and 1996						                     2

	          Consolidated Statements of Operations for the three months
	               ended January 31, 1997 and 1996						                     3

	          Consolidated Statements of Cash Flows for the nine months
	               ended January 31, 1997 and 1996						                     4

	          Notes to Consolidated Financial Statements				              	  5

	Item 2.   Management's Discussion and Analysis or Plan of Operation			   8



PART II.     OTHER INFORMATION

	Item 4.   Submission of Matters to a Vote of Security Holders			       	12

	Item 6.   Exhibits and Reports on Form 8-K					                        	12



SIGNATURES										                                                    	13



PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

CONSOLIDATED BALANCE SHEET (Unaudited)
As of January 31, 1997

<TABLE>
<S>                                                     <C>

ASSETS

Current assets:
Cash	                                             									$    214,000
Accounts receivable, net (Note 2)		                   					   1,968,000
Inventories (Notes 2 and 3)								                           2,937,000
Prepaid expenses and other current assets						                  86,000
                                                											   5,205,000

Property, plant and equipment, net							                     1,845,000

Deferred tax asset (Note 4)								                             228,000

Other assets		                                    								      128,000

                                                 											$ 7,406,000

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current maturities of long-term debt (Note 5)          					$ 1,335,000
Current maturity of note payable to former officer					          97,000
Trade accounts payable								                                  908,000
Accrued liabilities									                                    487,000
                                                											   2,827,000

Long-term debt, less current maturities (Note 5)						        1,121,000

Note payable to former officer								                          288,000

Commitments and contingencies (Notes 6 and 7)					                 -      

Stockholders' equity (Note 7):
Common stock, at par value							                             1,439,000
Capital in excess of par value						                      	   8,671,000
Accumulated deficit				                               					  (6,735,000)
										                                                	   3,375,000
Less treasury stock, at cost								                            205,000
                                                											   3,170,000

                                                 											$ 7,406,000

</TABLE>

The accompanying notes are an integral part of these statements.




CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Nine Months Ended January 31,

<TABLE>
<S>                                                <C>          <C>

                                       									      1997     	      1996     	

Net sales (Note 2)		                           					$11,341,000 	$11,943,000
Cost of goods sold		                         					    8,296,000	   8,788,000

	Gross profit			                              				    3,045,000    3,155,000

Operating expenses:
Engineering	                              							       570,000      695,000
Selling, general and administrative 					             2,313,000	   2,228,000
									                                             2,883,000    2,923,000

	Earnings from operations		                   			       162,000      232,000

Other income (expense):
	Interest expense		                         					      (191,000)    (244,000)
Other, net 								                                     (14,000)	    516,000
									                                              (205,000)     272,000

Earnings (loss) before provision for income taxes
	    and cumulative effect of change in method
	    of accounting (Note 2)			                		        (43,000)     504,000

Provision for income taxes (Note 4)					                    -        172,000

Earnings (loss) before cumulative effect of change 
    in method of accounting (Note 2)				       	        (43,000)     332,000

Cumulative effect of change in method of 
    accounting (Note 2)		                              (506,000)	       -     	

Net earnings (loss)	                        						 $   (549,000) 	$  332,000


Earnings (loss) per common and common 
equivalent share:
    Earnings (loss) before cumulative effect           $ (.02)	     $  .12
    Cumulative effect							                             (.18)	         -  	
                                    									          $ (.20)      $  .12

Weighted average common and common equivalent
	shares outstanding	                        						    2,801,000	    2,808,000


The pro forma amounts assuming the new method of 
accounting had been applied retroactively are as 
follows:

Net earnings (loss)		                         					$  (43,000)   	$  546,000
Earnings (loss) per share		                    				$     (.02)	   $    .19

</TABLE>

The accompanying notes are an integral part of these statements.



CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended January 31,

<TABLE>
<S>                                                <C>            <C>

                                       									     1997     	     1996     	

Net sales (Note 2)	                           						$ 3,506,000	  $ 3,688,000
Cost of goods sold							                             2,597,000	    2,869,000

	Gross profit			                              				      909,000	      819,000

Operating expenses:
Engineering		                               						      165,000	      229,000
Selling, general and administrative 					               597,000	      853,000
                                         									      762,000 	   1,082,000

	Earnings (loss) from operations	             				      147,000	     (263,000)

Other income (expense):
	Interest expense			                         				       (64,000)      (75,000)
Other, net 								                                      (2,000)      519,000
                                        									       (66,000)      444,000

	Earnings before provision for income taxes		   	        81,000	      181,000

Provision for income taxes (Note 4)			       		            -           62,000

Net earnings			                                					$    81,000	  $   119,000


Earnings per common and common equivalent share			      $  .03	      $  .04

Weighted average common and common equivalent
	shares outstanding				                               2,820,000 	   2,847,000


The pro forma amounts assuming the new method of 
accounting had been applied retroactively are as 
follows:

Net earnings 		                                   			$    81,000	 $  273,000
Earnings per share		                              					$  .03	      $  .10


</TABLE>

The accompanying notes are an integral part of these statements.




CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended January 31,

<TABLE>
<S>                                             <C>            <C>

                                        									     1997     	     1996     	
Cash flows from operating activities:
Net earnings (loss)	                       						$   (549,000)	  $    332,000

Adjustments to reconcile net earnings to net 
cash provided by operations:
	Gain from disposition of asset				      	              -    	         (1,000)
Depreciation and amortization					                    245,000	        214,000
Deferred tax asset						                                 -     	      172,000
Increase (decrease) in cash flows from 
operations resulting from changes in:
Accounts receivable	                          				   1,334,000	      676,000
Inventories						                                    (469,000)	       (29,000)
Prepaid expenses and other assets			                  (84,000)	       (75,000)
Trade accounts payable					                            22,000	       (118,000)
Accrued liabilities						                             (23,000)	       (64,000)
Accrued interest on note payable to former 
     officer		                                          -     	       (60,000)
                                             						   1,025,000	      715,000

Net cash provided by operating activities				           476,000	    1,047,000

Cash flows from investing activities:
Capital expenditures			                         	     (249,000)	     (161,000)
Proceeds from disposition of assets					               -     	          1,000

Net cash used in investing activities					            (249,000)	     (160,000)

Cash flows from financing activities:
Borrowings against credit line		               			   4,394,000	    12,533,000
Payments against credit line					                   (4,574,000)  	(13,058,000)
Proceeds from issuance of long-term debt				          113,000	            -     
Principal payments on long-term debt				              (87,000)	     (405,000)
Payments on capital lease obligations				             (9,000)	       (10,000)
Proceeds from issuance of common stock				             51,000	        36,000
Acquisition of treasury stock						                   (50,000)	         -      	

Net cash used in financing activities			       		     (162,000)	     (904,000)

Net increase (decrease) in cash			             			$     65,000	  $   (17,000)
Cash at beginning of year						                        149,000	      101,000

Cash at end of January				                     			$    214,000	  $    84,000


Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	                                      			$    225,000	  $   308,000
Income taxes		                               					$       -     	$       -     


</TABLE>
The accompanying notes are an integral part of these statements.




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 1 - Basis of Presentation

	The accompanying unaudited consolidated financial statements 
reflect the normal recurring adjustments which are, in the opinion of 
management, necessary to present fairly the company's financial position at 
January 31, 1997, and the results of operations for the three and nine 
months ended January 31, 1997.
	The financial statements contained herein should be read in 
conjunction with the company's financial statements and related notes filed 
on Form 10-KSB for the year ended April 30, 1996.


Note 2 - Change in Accounting Method for Revenue Recognition

	Historically, nearly all of Torotel Products' business came from U.S. 
military contracts, which were accounted for using the percentage of 
completion method for revenue recognition.  However, as Torotel Products 
continues to successfully move into the commercial market, its military 
business has decreased.  Because of this market shift, management 
believes it is more practical to use the accrual method to recognize revenue.  
In addition, management believes that the new method will standardize the 
accounting functions between the company's subsidiaries so that a common 
computer system can be used.
	The new method has been applied to contracts in process effective 
May 1, 1996, resulting in a cumulative effect charge of $506,000 (18 cents 
per share), which has been included in the net loss for the nine months 
ended January 31, 1997.  The pro forma amounts as shown on the 
consolidated statements of operations include the effect of retroactive 
application of the new method on net sales, cost of goods sold, sales 
commissions, and related income taxes.
	The effect of the change on the first quarter of fiscal 1997 was to 
increase earnings before cumulative effect of change in accounting 
$101,000 (3 cents per share) to $116,000 (3 cents per share), and to 
decrease net earnings $440,000 (16 cents per share) to a net loss of $ 
430,000 (15 cents per share).


Note 3 - Inventories

	The components of inventories are summarized as follows:

<TABLE>
<S>                            <C>   
		Raw materials					          		$ 1,564,000
		Work in process						           1,241,000
		Finished goods							             132,000

                      										$ 2,937,000
</TABLE>




Note 4 - Income Taxes

	The net deferred tax asset included in the accompanying 
consolidated balance sheet at January 31, 1997, includes the tax effects of 
temporary differences and carryforwards which are the source of the 
deferred asset, less a valuation allowance.
	The components of the net deferred tax asset are summarized as 
follows:

<TABLE>
<S>                                            <C>
		Net operating loss carryforwards	          			$ 1,490,000
		Inventory valuation reserve					                  270,000
		Tax credit carryforwards					                     378,000
		Property, plant and equipment	          				      170,000
		Other								                                      98,000
										                                        2,406,000
		Less valuation allowance					                   2,178,000

                                     										$    228,000
</TABLE>

	The tax credit and operating loss carryforwards expire in various 
amounts in the years 1997 through 2011.


Note 5 - Long-term Debt

	In September 1996, the company entered into an arrangement with 
Phillipsburg National Bank & Trust Company (PNBT) whereby PNBT will 
individually finance 90 percent of the total cost of any capital equipment 
purchases.  Under the terms of the arrangement, each individual loan will 
have a five-year term, the outstanding balance will bear interest at a annual 
fixed rate equivalent to 1% over the bank's prime rate at the inception of 
each loan, and each loan will require monthly principal and interest 
payments.  In addition, any funds borrowed under this arrangement will 
reduce the aggregate amount of the revolving credit line as provided under 
the credit agreement.  At January 31, 1997, the company had two equipment 
loans under this arrangement.  These loans originated on September 12, 
1996, and October 24, 1996, in the amount of $39,000 and $54,000, 
respectively.  The outstanding balances of these loans bear interest at 
9.25% per annum.  The loan dated September 12 requires monthly principal 
and interest payments of $817, and expires September 12, 2001.  The loan 
dated October 24 requires monthly principal and interest payments of 
$1,140, and expires October 24, 2001.  As a result of these loans, funds 
available under the company's revolving credit line have been reduced from 
$2,500,000 to $2,407,000.
	The company has a $500,000 note with Bank IV, N.A. dated 
November 29, 1994.  Under the terms of the note, the company is required 
to comply with certain financial covenants.  At April 30, 1996, the company 
was in violation of an annual financial coverage ratio covenant, and at 
October 31, 1996 and January 31, 1997, the company was in violation of a 
quarterly net worth covenant contained in the note.  As of the filing of this 
Form 10-QSB, the bank has not determined whether it will waive compliance 
with the subject provisions as of January 31, 1997.  One of the bank's 
remedies is to demand full payment of the outstanding balance.  
Accordingly, the outstanding balance of $467,000 has been classified as 
current in the accompanying consolidated balance sheet.




Note 6 - Commitments and Contingencies

	On November 25, 1996, the company disclosed that Torotel 
Products, Inc. in all likelihood failed to perform some required "thermal 
shock" testing as frequently as required, and has inaccurately certified that 
all required testing had been performed.  The company's new management, 
which discovered the discrepancies, has made immediate corrections and 
now believes Torotel Products is in full compliance with the testing 
requirements.
	As a result of these apparent testing failures and false certifications, 
parties to certain of Torotel Products' material contracts could have various 
rights and remedies against Torotel Products.  In addition, the DOD could 
have similar claims against Torotel Products.  The successful assertion of 
some or all of these claims would have a material adverse effect on Torotel 
and its business and assets, as well as its revenues and income from 
continuing operations.
	The company has made voluntary disclosure to the United States 
Department of Defense (DOD) under the DOD Voluntary Disclosure 
Program and expects to cooperate actively with any governmental 
investigation.  The investigation by the company's management into the 
reporting discrepancies is continuing.  For the nine month period ended 
January 31, 1997, the company has incurred legal costs of $142,000 for this 
investigation.


Note 7 - Pending Stock Sale

	On January 24, 1997, the company announced that it had entered 
into a definitive agreement to sell 2,173,861 newly issued shares of common 
stock (which would represent approximately 44 percent of the then-
outstanding shares) to Brockson Technologies Group LLC for approximately 
$2.2 million.  In connection with this sale, Brockson also will purchase, at 
the same price per share, 510,506 shares of Torotel common stock from the 
founder's family shareholders of Torotel.  After purchasing these shares, 
Brockson will then own more than 50 percent of the outstanding Torotel 
shares.  Pursuant to this agreement, Brockson also will have the contingent 
right to receive, for no further consideration, additional shares of common 
stock from the company in the event that Torotel experiences any 
extraordinary costs or expenses related to the product testing failures 
discussed in Note 6 of Notes to the Consolidated Financial Statements.
	These transactions are subject to, among other things, Brockson 
obtaining financing, the approval of Torotel shareholders, and regulatory 
approvals.  The founder's family shareholders of Torotel have agreed to vote 
all of their shares in favor of the transaction with Brockson.
	Brockson Technologies Group LLC of Phoenix, Arizona, whose 
principals have manufacturing, operational and marketing experience in the 
electronics industry, plans to provide growth avenues for the company with 
new products and synergistic acquisitions.




Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF 
OPERATION



	The discussion and analysis of the results of operations includes the 
operations of Torotel, Inc., and its subsidiaries, Torotel Products, Inc. and 
OPT Industries, Inc.


NINE MONTHS ENDED JANUARY 31, 1997 VERSUS NINE MONTHS 
ENDED JANUARY 31, 1996

	Net sales decreased 5%.  The net sales of Torotel Products 
decreased 7% from $5,034,000 to $4,693,000 due primarily to lower 
shippable bookings during the first six months of fiscal 1997.  The current 
year's net sales were approximately $140,000 lower than planned due to an 
engineering process change being developed jointly by Boeing North 
American, Inc. and Torotel Products, which resulted in no January shipments 
of the potted coil assembly for the Hellfire II missile.  The development work 
is ongoing and will result in reduced shipments of the potted coil assembly in 
the fourth quarter.  OPT's net sales decreased 4% from $6,909,000 to 
$6,648,000 due primarily to lower sales of magnetic components.
	Gross profit as a percentage of net sales increased slightly.  The 
gross profit percentage of Torotel Products increased 2% due primarily to 
lower fixed production costs.  The gross profit percentage of OPT decreased 
slightly due primarily to higher material costs which resulted from the 
product mix. This increase was offset partially by improved labor efficiencies 
and lower fixed production costs.
	Engineering expenses decreased 18%.  The engineering expenses 
of Torotel Products decreased 34% from $326,000 to $216,000 due to lower 
payroll costs associated with a cutback in personnel.  The engineering 
expenses of OPT decreased 4% from $369,000 to $354,000 due primarily to 
a $23,000 credit for an adjustment to the liability for compensated absences.
	Selling, general and administrative (SG&A) expenses increased 4%.  
The SG&A expenses of Torotel, Inc. increased 24% from $204,000 to 
$252,000 due primarily to a $36,000 bonus award pursuant to the Incentive 
Compensation Plan, a $16,000 increase in travel costs, and a $22,000 
increase in professional fees.  These increases were offset partially by a 
$26,000 decrease from a non-recurring charge in 1996 associated with the 
company's 401(k) plan for non-union employees.  The SG&A expenses of 
Torotel Products decreased slightly from $1,284,000 to $1,276,000 due 
primarily to a $145,000 decrease in sales commissions, a $89,000 decrease 
in payroll costs due to a reduction in personnel, a $37,000 decrease in 
professional fees, and a $12,000 decrease in bank charges.  These 
decreases were offset partially by a one-time restructuring charge of 
$251,000, a $15,000 charge for the proper disposal of certain outdated 
hazardous materials, and a $9,000 increase in education and training costs.  
The SG&A expenses of OPT increased 6% from $740,000 to $785,000 due 
primarily to a $60,000 increase in payroll costs.  This increase was offset 
partially by a $23,000 credit for an adjustment to the liability for 
compensated absences.
	Interest expense decreased 22%.  The interest expense of Torotel, 
Inc. decreased 11% from $35,000 to $31,000 due to a lower interest-bearing 
balance on the note payable to a former officer.  The interest expense of 
Torotel Products decreased 11% from $76,000 to $68,000 due to lower 
interest rates associated with decreases in the prime lending rate and in the 
rate above prime being charged under a new
lending arrangement.  This decrease was offset partially by the effect of a 
higher aggregate borrowing level.The interest expense of OPT decreased 
31% from $133,000 to $92,000 due to a lower aggregate borrowing level, 
and lower interest rates associated with decreases in the prime lending rate 
and in the rate above prime being charged under a new lending 
arrangement.
	Sundry non-operating income decreased due to a $510,000 gain in 
fiscal 1996 from the final settlement on a business income and contents 
insurance claim which resulted from a fire at Torotel Products' facility in 
March 1995.
	For the reasons discussed above, consolidated pretax earnings 
decreased from a profit of $504,000 to a loss of $43,000.  The pretax loss of 
Torotel, Inc. increased from a loss of $239,000 to a loss of $284,000.  The 
pretax earnings of Torotel Products decreased from a profit of $185,000 to a 
loss of $185,000.  The pretax earnings of OPT decreased from $558,000 to 
$426,000.
	Provision for income taxes decreased due to lower pretax earnings.


THREE MONTHS ENDED JANUARY 31, 1997 VERSUS THREE MONTHS 
ENDED JANUARY 31, 1996

	Net sales decreased 5%.  The net sales of Torotel Products 
decreased slightly from $1,403,000 to $1,394,000.  The recent quarter's net 
sales were approximately $140,000 lower than planned due to an 
engineering process change being developed jointly by Boeing North 
American, Inc. and Torotel Products, which resulted in no January shipments 
of the potted coil assembly for the Hellfire II missile.  The development work 
is ongoing and will result in reduced shipments of the potted coil assembly in 
the fourth quarter.  OPT's net sales decreased 8% from $2,285,000 to 
$2,112,000 due primarily to a lower sales of magnetic components. 
	Gross profit as a percentage of net sales increased 4%.  The gross 
profit percentage of Torotel Products increased 10% due primarily to 
improved labor efficiencies and lower fixed production costs.  The gross 
profit percentage of OPT decreased 1% due primarily to lower sales volume.
	Engineering expenses decreased 28%.  The engineering expenses 
of Torotel Products decreased 35% from $100,000 to $65,000 due to lower 
payroll costs associated with a cutback in personnel.  The engineering 
expenses of OPT decreased 22% from $129,000 to $100,000 due primarily 
to a $23,000 credit for an adjustment to the liability for compensated 
absences.
	Selling, general and administrative (SG&A) expenses decreased 
30%.  The SG&A expenses of Torotel, Inc. decreased 18% from $82,000 to 
$67,000 due primarily to a $26,000 decrease from a non-recurring charge in 
1996 associated with the company's 401(k) plan for non-union employees.  
This decrease was offset partially by a $7,000 increase in travel costs and a 
$4,000 increase in professional fees.  The SG&A expenses of Torotel 
Products decreased 42% from $511,000 to $296,000 due primarily to a 
$86,000 decrease in professional fees, a $68,000 decrease in sales 
commissions, a $33,000 decrease in payroll costs, a $10,000 decrease in 
bank charges, and a $6,000 reduction in the restructuring charge recorded in 
the second quarter ended October 31, 1996.  The SG&A expenses of OPT 
decreased 10% from $260,000 to $234,000 due primarily to a $23,000 credit 
for an adjustment to the liability for compensated absences.
	Interest expense decreased 15%.  The interest expense of Torotel, 
Inc. decreased 9% from $11,000 to $10,000 due to a lower interest-bearing 
balance on the note payable to a former officer.  The interest 
expense of Torotel Products increased 9% from $23,000 to $25,000 due to a 
higher aggregate borrowing level.  This increase was offset partially by lower 
interest rates associated with decreases in the prime lending rate and in the 
rate above prime being charged under a new lending arrangement.  The 
interest expense of OPT decreased 29% from $41,000 to $29,000 due to a 
lower aggregate borrowing level, and lower interest rates associated with 
decreases in the prime lending rate and in the rate above prime being 
charged under a new lending arrangement.
	Sundry non-operating income decreased due to a $510,000 gain in 
fiscal 1996 from the final settlement on a business income and contents 
insurance claim which resulted from a fire at Torotel Products' facility in 
March 1995.
	For the reasons discussed above, consolidated pretax earnings 
decreased from $181,000 to $81,000.  The pretax loss of Torotel, Inc. 
decreased from a loss of $93,000 to a loss of $77,000.  The pretax earnings 
of Torotel Products decreased from $179,000 to $58,000.  The pretax 
earnings of OPT increased from $95,000 to $100,000.
	Provision for income taxes decreased due to lower pretax earnings.


LIQUIDITY AND CAPITAL RESOURCES

	Historically, the company has relied on funds generated internally 
and bank borrowings to meet its normal operating requirements and to 
service bank indebtedness.  While years of cost control programs have 
allowed both Torotel Products and OPT to produce sufficient margins and 
cash flow, this is not enough to promote growth.  To facilitate further 
expansion, the Board of Directors has approved the pending stock sale 
discussed in Note 7 of Notes to the Consolidated Financial Statements.
	During the nine months ended January 31, 1997, the company's 
operating activities generated $476,000 in cash flow.  Corporate related 
matters used $431,000.  The operations of Torotel Products provided 
$238,000 due primarily to a lower level of receivables associated with the 
accounting change discussed in Note 2 of Notes to Consolidated Financial 
Statements, and a higher level of payables.  OPT's operations provided 
$669,000 due primarily to pretax earnings and a lower level of receivables.  
Management's objective is to continue strengthening the company's liquidity 
position through improved operations and asset management.
	Investing activities used $249,000 in cash flow for capital 
expenditures for production and engineering equipment.  For the balance of 
the fiscal year, the company anticipates additional investments of 
approximately $50,000 for capital expenditures.
	Financing activities used $162,000 in cash flow due primarily to 
reductions in the revolving credit line.  At January 31, 1997, the company 
had used $790,000 of its revolving credit line and had $1,617,000 available 
for future cash requirements, based on the lender's borrowing base formula.  
As discussed in Note 5 of Notes to Consolidated Financial Statements, the 
company is in violation of certain financial covenants under the terms of a 
note payable to Bank IV, N.A.  As of the filing of this Form 10-QSB, the bank 
has not determined whether it will waive compliance with the subject 
provisions.  One of the remedies available to the bank is to demand full 
payment of the outstanding balance, which is $467,000 at January 31, 1997. 
While the company has the liquidity available to pay-off the note, 
management believes another source of financing can be obtained in the 
event such demand is made.
	The company believes that inflation will have only a minimal effect 
on future operations since such effects will be offset by sales price increases 
which are not expected to have a significant effect upon demand.


OTHER

	Except for historical information contained herein, certain of the 
matters discussed above are forward-looking statements that are subject to 
certain risks and uncertainties that could cause actual results to differ 
materially from those set forth in the forward-looking statements, including 
the company's dependence on timely development, introduction and 
customer acceptance of new products, the impact of competition and price 
erosion as well as supply and manufacturing constraints, and other risks and 
uncertainties (see Note 6 of Notes to Consolidated Financial Statements).



PART II.   OTHER INFORMATION



Item 4.   Submission of Matters to a Vote of Security Holders

	The Annual Stockholders' Meeting was held in Kansas City, 
Missouri, on September 16, 1996, to elect a Board of Directors.  At the 
meeting, there were 1,957,467 shares voting in the election, with nominees 
needing 978,734 shares to be elected.

	Shareholders elected the following individuals to a one-year term on 
the Board of Directors, with the number of shares voting "FOR" each 
nominee indicated.

<TABLE>
<S>                                 <C>
			Dale H. Sizemore, Jr.			          1,948,975
			Ronald L. Benjamin		             	1,949,278
			Christian T. Hughes            			1,949,678
			Dr. Thomas L. Lyon, Jr.	         	1,949,154
			Richard A. Sizemore	            		1,948,975
</TABLE>

Item 6.   Exhibits and Reports on Form 8-K

	a)    Exhibit 27 -- Financial Data Schedule (electronic filings only)
	b)    Reports on Form 8-K -- There were two reports filed on Form 8-K 
       during the three months	ended January 31, 1997, as required by Item 5 
       of Form 8-K.  The first report, dated	November 25, 1996, included 
       information on the testing discrepancies discussed in Note 6
		     of Notes to the Consolidated Financial Statements.  The 
       second report, dated January 23, 1997, included information on the 
       pending stock sale to Brockson Technologies Group LLC
		     discussed in Note 7 of Notes to the Consolidated Financial 
       Statements.


 SIGNATURES



	In accordance with the requirements of the Securities Exchange Act 
of 1934, the Registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


Torotel, Inc.
(Registrant)




Date:   March 11, 1997  				/s/  H. James Serrone                   	
                     							H. James Serrone
					                     		Vice President of Finance and 
                     							Chief Financial Officer