FORM 10-QSB



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

For the quarterly period ended October 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 December 8, 1997, there were 2,808,785 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 October 31, 1997				          1

	          Consolidated Statements of Operations for the six months
	               ended October 31, 1997 and 1996						                     2

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

	          Consolidated Statements of Cash Flows for the six months
	               ended October 31, 1997 and 1996						                     4

	          Notes to Consolidated Financial Statements					                5

	Item 2.   Management's Discussion and Analysis or Plan of Operation			   9



PART II.     OTHER INFORMATION

	Item 1.   Legal Proceedings					                                     			12

	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 October 31, 1997


<TABLE>
<S>                                               <C>
ASSETS

Current assets:
Cash			                                         			$    114,000
Accounts receivable, net				                          1,892,000
Inventories (Note 2)					                             3,013,000
Prepaid expenses and other current assets		             159,000
                                            							   5,178,000

Property, plant and equipment, net                 			1,722,000

Deferred tax asset (Note 3)				                         228,000

Other assets						                                       39,000

                                             							$ 7,167,000

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term revolving credit line (Note 4)	        	$    971,000
Current maturities of long-term debt (Note 5)	          529,000
Current maturity of note payable to 
    former officer (Note 6)                                -     
Trade accounts payable				                              846,000
Accrued liabilities (Note 6)			                  	      420,000
                                            							   2,766,000

Long-term debt, less current maturities (Note 5)		    1,065,000

Note and interest payable to former 
    officer (Note 6)	                                   418,000

Commitments and contingencies (Notes 6 and 7)	          486,000

Stockholders' equity (Note 8):
Common stock, at par value			                         1,440,000
Capital in excess of par value			                     8,672,000
Accumulated deficit				                           	  (7,475,000)
							                                               2,637,000
Less treasury stock, at cost				                        205,000
							                                               2,432,000

                                             							$ 7,167,000

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






CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Six Months Ended October 31,

<TABLE>
<S>                                         <C>              <C>
                                       						      1997     	      1996     	

Net sales                               					$  6,642,000   	$  7,835,000
Cost of goods sold	                      			    5,001,000	      5,699,000

	Gross profit			                           	    1,641,000	      2,136,000

Operating expenses:
Engineering					                                  396,000	        405,000
Selling, general and administrative 		          1,165,000	      1,716,000
                                      						    1,561,000	      2,121,000

	Earnings from operations		                        80,000	         15,000

Other income (expense):
	Interest expense	                      			      (133,000)	      (127,000)
Other, net 					                                  (71,000)	       (12,000)
                                     						      (204,000)	      (139,000)

Earnings (loss) before provision for 
  income taxes and cumulative effect of 
  change in method of accounting				             (124,000)	      (124,000)

Provision for income taxes (Note 3)		                -      	        -     	

Earnings (loss) before cumulative effect 
  of change in method of accounting			           (124,000)	      (124,000)

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

Net earnings (loss)	                      			$   (124,000)  	$   (630,000)


Earnings (loss) per common and common 
  equivalent share:
    Earnings (loss) before cumulative 
     effect	                                     $ (.04)	         $ (.04)
    Cumulative effect				                            -  	           (.18)	
                                 						          $ (.04)	         $ (.22)

Weighted average common and common 
  equivalent	shares outstanding			              2,809,000	       2,798,000

</TABLE>

    The accompanying notes are an integral part of these statements.




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

<TABLE>
<S>                                             <C>            <C>
                                           						     1997     	     1996     	

Net sales	                                   				$ 3,265,000   	$ 3,768,000
Cost of goods sold		                          		   2,550,000	     2,751,000

	Gross profit		                              		      715,000	     1,017,000

Operating expenses:
Engineering		                               			      189,000	       210,000
Selling, general and administrative 		               561,000	       989,000
                                         						      750,000	     1,199,000

	Earnings (loss) from operations		                   (35,000)	     (182,000)

Other income (expense):
	Interest expense			                         	       (66,000)	      (57,000)
Other, net 					                                      (1,000)	       (1,000)
                                        						       (67,000)	      (58,000)

Earnings (loss) before provision for 
 income taxes                                       (102,000)	     (240,000)

Provision (credit) for income taxes (Note 3)	            -     	    (40,000)

Net earnings (loss)	                         			$   (102,000)	  $   (200,000)


Earnings (loss) per common and common 
 equivalent share                                    $ (.03)	       $ (.07)

Weighted average common and common 
 equivalent	shares outstanding		              		   2,809,000	      2,806,000

</TABLE>

     The accompanying notes are an integral part of these statements.




CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended October 31,

<TABLE>
<S>                                             <C>            <C>
                                           							     1997     	     1996     	

Cash flows from operating activities:
Net earnings (loss)		                         			$   (124,000)	 $   (630,000)

Adjustments to reconcile net earnings to 
   net cash provided by operations:
	 Loss from estimated government penalty	              70,000	          -     
Depreciation and amortization			                      172,000	       152,000
Deferred tax asset				                                   -     	        -     
Increase (decrease) in cash flows from 
  operations resulting from changes in:
Accounts receivable			                                228,000	     1,227,000
Inventories		                                 		     (219,000)	     (590,000)
Prepaid expenses and other assets	                    (72,000)	      (98,000)
Trade accounts payable			                            (107,000)	      156,000
Accrued liabilities				                               (18,000)	      279,000
                                         						        54,000	     1,126,000

Net cash provided by (used in) operating 
  activities	                                         (70,000)	      496,000

Cash flows from investing activities:
Capital expenditures			                       	       (79,000)	     (199,000)

Net cash used in investing activities			              (79,000)	     (199,000)

Cash flows from financing activities:
Borrowings against credit line		               	      785,000	     3,834,000
Payments against credit line			                      (670,000)	   (4,174,000)
Proceeds from issuance of long-term debt		               -     	     113,000
Principal payments on long-term debt		                (42,000)	      (44,000)
Payments on capital lease obligations		                (7,000)	       (7,000)
Proceeds from issuance of common stock		                 -      	     51,000
Acquisition of treasury stock				                       1,000	       (50,000)

Net cash provided by (used in) financing 
 activities	                                           67,000	      (277,000)

Net increase (decrease) in cash	              			$    (82,000)	 $     20,000
Cash at beginning of year				                         196,000	       149,000

Cash at end of October		                      			$    114,000  	$    169,000


Supplemental Disclosures of Cash Flow 
Information
 Cash paid during the period for:
  Interest			                                 			$    110,000  	$    164,000
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 
October 31, 1997, and the results of operations for the three and six months 
ended October 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, 1997.


Note 2 - Inventories

The components of inventories are summarized as follows:

<TABLE>
<S>                                                           <C>
Raw materials, less allowance for obsolescence of $739,000   	$ 1,808,000
Work in process			                                       			      778,000
Finished goods							                                             427,000

                                                      								$ 3,013,000
</TABLE>

Note 3 - Income Taxes

	The net deferred tax asset included in the accompanying 
consolidated balance sheet at October 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	  			$ 2,009,000
Inventory valuation reserve					          245,000
Tax credit carryforwards					             406,000
Property, plant and equipment					        188,000
Other								                              60,000
							                             	   2,908,000
Less valuation allowance		        			   2,680,000

                              								$   228,000
</TABLE>

	The tax credit and operating loss carryforwards expire in various 
amounts in the years 1997 through 2012.




Note 4  Short-term Revolving Credit Line

	On September 2, 1997, the company renewed its revolving credit 
agreement with Phillipsburg National Bank & Trust Company (PNBT).  The 
credit agreement, which provides a $2,500,000 revolving credit line, expires 
August 31, 1998.  Advances under the credit line are limited to the sum of 
75% of eligible billed receivables and 50% of inventories, net of reserves.  
The revolving credit line is collateralized by trade accounts receivable, 
inventories, and a third lien mortgage on OPT's facility.  Under the terms of 
the agreement, the outstanding balance of the revolving line bears interest 
at 1/2% over the bank's prime lending rate.  As of October 31, 1997, the 
company had utilized $971,000 of the revolving credit line and the effective 
borrowing rate was 9%.  The company is required to comply with certain 
covenants including restrictions on the payment of cash dividends.


Note 5  Long-term Debt

	The company has a $500,000 note with NationsBank (formerly 
Boatmen's Bank IV) with a maturity date of November 29, 1997.  As of 
October 31, 1997, the outstanding balance was $452,000.  The note is 
collateralized by the land and buildings in Grandview, Missouri, and the 
unimproved land in Kansas City, Missouri.  The company has arranged new 
financing through Phillipsburg National Bank & Trust with a loan closing 
scheduled on or about December 15, 1997.


Note 6 - Contingency for Estimated Penalty

	On May 6, 1997, Torotel Products, Inc. was accepted into the 
Voluntary Disclosure Program of the United States Department of Defense, 
resulting from its failure to perform some required "thermal shock" testing as 
frequently as required, and inaccurately certifying that all required testing 
had been performed.  As a result of the company's investigation into the 
thermal shock deficiencies, which was first reported in November 1996, the 
company recorded an estimated charge of $416,000 against earnings in its 
fiscal fourth quarter ended April 30, 1997.  Because the investigation has 
been ongoing, the company recently determined that there also were some 
deficiencies in performing some required electrical testing as frequently as 
required.  As a result, the company recorded an additional estimated charge 
of $70,000 against earnings in its fiscal first quarter ended July 31, 1997.  
The aggregate amount of the estimated penalty is still subject to fluctuation 
as further evidence is investigated.  The company continues to cooperate as 
the government conducts its investigation and continues to pursue the 
existence of other damages.
	At this time, the company is not certain when payment of the 
damage amount will be required; however, the company does not anticipate 
making any payments during the next twelve months.  As a result, the entire 
$486,000 has been classified as a long-term liability in the accompanying 
consolidated balance sheet.
	The company believes that certain of its former officers may have 
been responsible for the misconduct related to the test failures, and 
continues to evaluate ways of recovering the damages.  In the
meantime, the company has suspended all principal and interest payments 
due under a note payable to a former officer, and does not anticipate making 
any additional payments during the next twelve months.  As a result, as of 
October 31, 1997, the aggregate amount due on the note of $418,000, which 
consists of the outstanding principal of $384,000 plus the accrued interest of 
$34,000, has been classified as a long-term liability in the accompanying 
consolidated balance sheet.
	The legal fees associated with the DOD investigation have 
amounted to $35,000 during the current fiscal year, and $242,000 in 
aggregate since the investigation started last year.


Note 7  Other Litigation

	Torotel, Inc. and Torotel Products, Inc. have both been named as 
defendants in a lawsuit brought by Joseph Turner in the U.S. District Court 
for the Western District of Missouri.  The case number is 96-0646-CV-W-5 
and was filed on June 18, 1996.  Plaintiff alleges a racially motivated failure 
to hire and that Torotel Products, Inc. has discriminated against minorities in 
its hiring practices.  Plaintiff's motion to have the case certified as a class 
action was approved by the court on September 30, 1997, with the court 
entering an Order Concerning Class Certification.  The court certified the 
case as a class action regarding the liability phase and deferred certification 
of a damage phase.  The case has a trial setting on May 11, 1998.  The 
company believes it has a meritorious defense and continues to vigorously 
defend the case.
	The legal fees associated with this lawsuit have amounted to 
$20,000 during the current fiscal year, and $54,000 in aggregate since the 
lawsuit was filed.


Note 8 - Employee Stock Options

	Employee stock options are accounted for under APB Opinion 25, 
Accounting for Stock Issued to Employees, and related interpretations.  The 
exercise price of each option equals the market price of the company's 
common stock on the date of grant.  Accordingly, no compensation cost has 
been recognized.  The company chose not to adopt Statement of Financial 
Accounting Standards 123, Accounting for Stock-Based Compensation.  The 
difference in the two methods of accounting for stock options is not deemed 
to have a material effect on the fair value of the options at the grant date.
	Stock option transactions under the 1994 Incentive Compensation 
Plan for the six months ended October 31, 1997 and 1996, are summarized 
as follows:

<TABLE>
<S>                               <C>       <C>          <C>       <C>
                     					              1997                    1996          	
                             					Weighted		            	Weighted
                            					 Shares   	 Average   	 Shares	  	 Average  
	                           				  Under   	 Exercise  	  Under 	   Exercise  
                           					  Option 	    Price   	  Option 	    Price   	

Outstanding at beginning of year	 150,000	    $1.00	       -     	      -       
Granted			                   	       -		        -    	     -            -     
Exercised 	                			       -          -          -            -      
Forfeited 				                       -          -          -            -       
Outstanding at end of October 		  150,000	    $1.00        -     	      -     

</TABLE>
<TABLE>
<S>                                      <C>       <C>      <C>       <C>
                             					              1997               1996       	
                                    					Weighted	        		Weighted
                                    					 Shares 	 Average   Shares		 Average  
                                   					  Under  	 Exercise  Under  	 Exercise  
                                   					  Option    Price 	  Option    Price   	

Options exercisable at end of October	       -        -         -        -     

Weighted average fair value of
     options granted during the year			               -       		 	       -   	

</TABLE>

The following information applies to options outstanding at October 31, 1997:

<TABLE>
<S>                                           <C>
Number outstanding						                       150,000	
Range of exercise prices					                    $1.00	
Weighted average exercise price				               $1.00	
Weighted average remaining contractual life			 8.1 years

</TABLE>

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.


SIX MONTHS ENDED OCTOBER 31, 1997 VERSUS SIX MONTHS 
ENDED OCTOBER 31, 1996

	Net sales decreased 15%.  The net sales of Torotel Products 
decreased 8% from $3,299,000 to $3,036,000 due primarily to a lower 
shippable backlog position at the beginning of the fiscal year and the 
elimination of some lower-margin jobs for non-major customers.  These 
decreases were offset partially by a $212,000 increase in sales of the potted 
coil assembly for the Hellfire II missile system.  OPT's net sales decreased 
20% from $4,536,000 to $3,606,000 due primarily to lower sales of 
immersion power supplies to a major customer.  No new orders are 
expected from this major customer which will have a significant adverse 
impact on sales in the third fiscal quarter ending January 31, 1998.  Orders 
for OPT's new power supply products are expected to improve the sales 
outlook in the fourth fiscal quarter ending April 30, 1998.
	Gross profit as a percentage of net sales decreased nearly 3%.  The 
gross profit percentage of Torotel Products decreased slightly due primarily 
to operating inefficiencies resulting from labor shortages and the conversion 
from a manual to a computerized work-order system.  The gross profit 
percentage of OPT decreased 4% due primarily to lower sales volume 
without a comparable decrease in fixed production costs.
	Engineering expenses decreased 2%.  The engineering expenses of 
Torotel Products decreased 7% from $151,000 to $141,000 due primarily to 
a reduction in clerical personnel.  The engineering expenses of OPT 
increased slightly from $254,000 to $255,000.
	Selling, general and administrative (SG&A) expenses decreased 
32%.  The SG&A expenses of Torotel, Inc. decreased 37% from $186,000 to 
$117,000 due primarily to a $36,000 decrease in compensation costs arising 
from a bonus award in fiscal 1996; a $16,000 decrease in professional fees; 
a $12,000 decrease in travel costs; and a $5,000 decrease in consulting 
costs.  The SG&A expenses of Torotel Products decreased 43% from 
$980,000 to $556,000 due primarily to a $257,000 restructuring charge 
incurred in fiscal 1996; a $131,000 decrease in payroll costs due to a 
reduction in personnel; a $12,000 decrease in bank charges; an $11,000 
decrease in disposal costs for hazardous materials; an $8,000 decrease in 
sales commissions; and a $5,000 decrease in advertising costs.  The SG&A 
expenses of OPT decreased 11% from $550,000 to $492,000 due primarily 
to an $18,000 decrease in payroll costs; a $13,000 decrease in professional 
fees; a $9,000 decrease in computer maintenance costs; a $7,000 decrease 
in bank charges; a $7,000 decrease in advertising costs; and a $4,000 
decrease in office supplies.
	Interest expense increased 5%.  The interest expense of Torotel, 
Inc. remained unchanged at $21,000.  The interest expense of Torotel 
Products increased nearly 40% from $43,000 to $60,000 due to a higher 
aggregate borrowing level.  The interest expense of OPT decreased 17% 
from $63,000 to $52,000 due to a lower aggregate borrowing level.
	Sundry non-operating expense increased due to a $70,000 charge in 
the current fiscal year for an estimated penalty as discussed in Note 6 of 
Notes to Consolidated Financial Statements.
	For the reasons discussed above, consolidated pretax loss remained 
unchanged at $124,000.  The pretax loss of Torotel, Inc. decreased from 
$207,000 to $138,000.  The pretax earnings of Torotel Products increased 
from a loss of $243,000 to a profit of $10,000.  The pretax earnings of OPT 
decreased from $326,000 to $4,000.



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

	Net sales decreased 13%.  The net sales of Torotel Products 
decreased 5% from $1,538,000 to $1,460,000 due primarily to labor 
shortages that delayed scheduled shipments.  OPT's net sales decreased 
19% from $2,230,000 to $1,805,000 due primarily to lower sales of 
immersion power supplies to a major customer.  No new orders are 
expected from this major customer which will have a significant adverse 
impact on sales in the third fiscal quarter ending January 31, 1998.  Orders 
for OPT's new power supply products are expected to improve the sales 
outlook in the fourth fiscal quarter ending April 30, 1998.
	Gross profit as a percentage of net sales decreased 5%.  The gross 
profit percentage of Torotel Products decreased 6% due primarily to 
operating inefficiencies resulting from labor shortages and the conversion 
from a manual to a computerized work-order system.  The gross profit 
percentage of OPT decreased 4% due primarily to lower sales volume 
without a comparable decrease in fixed production costs.
	Engineering expenses decreased 10%.  The engineering expenses 
of Torotel Products decreased 15% from $80,000 to $68,000 due primarily to 
a reduction in clerical personnel.  The engineering expenses of OPT 
decreased 7% from $130,000 to $121,000 due primarily to lower payroll 
costs.
	Selling, general and administrative (SG&A) expenses decreased 
43%.  The SG&A expenses of Torotel, Inc. decreased 44% from $115,000 to 
$64,000 due primarily to a $36,000 decrease in compensation costs arising 
from a bonus award in fiscal 1996; an $8,000 decrease in professional fees; 
and a $7,000 decrease in travel costs.  The SG&A expenses of Torotel 
Products decreased nearly 58% from $605,000 to $257,000 due primarily to 
a $257,000 restructuring charge incurred in fiscal 1996; a $46,000 decrease 
in professional fees; a $24,000 decrease in payroll costs due to a reduction 
in personnel; an $11,000 decrease in disposal costs for hazardous materials; 
and a $10,000 decrease in education costs.  The SG&A expenses of OPT 
decreased 11% from $269,000 to $240,000 due primarily to a $9,000 
decrease in payroll costs, a $9,000 decrease in professional fees, a $5,000 
decrease in computer maintenance costs, a $4,000 decrease in advertising 
costs, and a $2,000 decrease in office supplies.
	Interest expense increased 16%.  The interest expense of Torotel, 
Inc. remained unchanged at $11,000.  The interest expense of Torotel 
Products increased 48% from $21,000 to $31,000 due to a higher aggregate 
borrowing level.  The interest expense of OPT decreased slightly from 
$25,000 to $24,000.
	For the reasons discussed above, the consolidated pretax loss 
decreased from $240,000 to $102,000.  The pretax loss of Torotel, Inc. 
decreased from $126,000 to $75,000.  The pretax loss of Torotel Products 
decreased from $281,000 to $39,000.  The pretax earnings of OPT 
decreased from $167,000 to $12,000.



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.  As discussed in Note 4 of Notes to Consolidated 
Financial Statements, the company has renewed its revolving credit line with 
Phillipsburg National Bank & Trust Company through August 31, 1998.
	During the six months ended October 31, 1997, the company's 
operating activities used $70,000 in cash flow.  Corporate related matters 
used $143,000.  The operations of Torotel Products used $158,000 due 
primarily to higher levels of receivables and inventories.  OPT's operations 
provided $231,000 due primarily to a lower level of receivables.  
Management's objective is to strengthen the company's liquidity position 
through improved operations and asset management.
	Investing activities used $79,000 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 $75,000 for capital expenditures.
	Financing activities provided $67,000 in cash flow due primarily to 
increases in the revolving credit line.  At October 31, 1997, the company had 
used $971,000 of its revolving credit line and had $1,529,000 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 has 
arranged new financing through Phillipsburg National Bank & Trust to payoff 
the mortgage loan with NationsBank, which has an outstanding balance of 
$452,000 at October 31, 1997.
	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 1.   Legal Proceedings

	There are two legal proceedings involving the company.  In the first 
matter, Torotel, Inc. and Torotel Products, Inc. have both been named as 
defendants in a lawsuit brought by Joseph Turner in the U.S. District Court 
for the Western District of Missouri.  The case number is 96-0646-CV-W-5 
and was filed on June 18, 1996.  Plaintiff alleges a racially motivated failure 
to hire and that Torotel Products, Inc. has discriminated against minorities in 
its hiring practices.  Plaintiff's motion to have the case certified as a class 
action was approved by the court on September 30, 1997, with the court 
entering an Order Concerning Class Certification.  The court certified the 
case as a class action regarding the liability phase and deferred certification 
of a damage phase.  The case has a trial setting on May 11, 1998.  The 
company believes it has a meritorious defense and continues to vigorously 
defend the case.
	In the second matter, on May 6, 1997, Torotel Products, Inc. was 
accepted into the Voluntary Disclosure Program by the Inspector General of 
the United States Department of Defense, resulting from its failure to 
perform some required testing as frequently as required, and inaccurately 
certifying that all required testing had been performed.  As a result of the 
company's investigation into the testing deficiencies, the company has 
recorded an estimated charge of $486,000.  This estimated penalty is still 
subject to fluctuation as further evidence is investigated.  The company 
continues to cooperate as the government conducts its investigation, and 
continues to pursue the existence of other damages.  The company believes 
that certain of its former officers may have been responsible for the 
misconduct related to the test failures, and is evaluating ways of recovering 
the damages.  In the meantime, the company has suspended all payments 
under a note payable to a former officer.

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

The Annual Stockholders' Meeting was held in Kansas City, 
Missouri, on September 15, 1997, to elect a Board of Directors.  At the 
meeting, there were 1,679,603 shares voting in the election, with nominees 
needing 839,803 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.      		1,634,372
Ronald L. Benjamin         		1,623,608
Christian T. Hughes        		1,638,051
Dr. Thomas L. Lyon, Jr.	    	1,636,492
Richard A. Sizemore	        	1,634,372

</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 no reports filed on Form 8-K during 
   the three months ended October 31, 1997.



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:   December 12, 1997  				/s/  H. James Serrone                   	
                             							H. James Serrone
                             							Vice President of Finance and 
                             							Chief Financial Officer