Exhibit index
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                            UNITED STATES
                  SECURITIES & EXCHANGE COMMISSION

                       Washington, D.C. 20549

                       ______________________


                              FORM 10-Q

[ X ] Quarterly Report Pursuant to  Section 13 or 15(d) of the Securities
      Exchange Act of 1934
      For the quarterly period ended March 31, 1997, or

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934
      For the transition period from ______________ to ______________.


Commission File No. 1-5375


                          TECHNITROL, INC.
         (Exact name of registrant as specified in Charter)



            PENNSYLVANIA                          23-1292472
  (State or other jurisdiction of    (IRS Employer Identification Number)
   incorporation or organization)

  1210 Northbrook Drive, Suite 385
       Trevose, Pennsylvania                                19053
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:        215-355-2900




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


Common Stock - Shares Outstanding as of March 31, 1997: 16,102,692


                            Page 1 of 17
<PAGE>

                  TECHNITROL, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS

                March 31, 1997 and December 31, 1996

                      (In thousands of dollars)

                                                March 31,       Dec. 31,
                Assets                            1997            1996
                ------                          ---------      ---------
Current Assets:
  Cash and cash equivalents                      $ 30,511      $ 43,531
  Trade receivables                                59,026        46,537
  Inventories                                      49,115        48,028
  Prepaid expenses and other current assets         4,571         4,530
                                                 --------      --------
    Total current assets                          143,223       142,626

Property, plant and equipment                      98,527        96,792
  Less accumulated depreciation                    45,079        42,654
                                                 --------      --------
    Net property, plant and equipment              53,448        54,138
Deferred income taxes                               7,166         6,834
Excess of cost over net assets acquired, net       13,560        13,851
Other assets                                          805           898
                                                 --------      --------
                                                 $218,202      $218,347
                                                 ========      ========

 Liabilities and Shareholders' Equity
 ------------------------------------

Current liabilities:
  Current installments of long-term debt         $  2,026      $  2,024
  Notes payable                                     1,750         2,911
  Accounts payable                                 13,546        11,694
  Accrued expenses                                 48,749        51,210
                                                 --------      --------
    Total current liabilities                      66,071        67,839

Long-term liabilities:
  Long-term debt, excluding current installments   35,125        39,677
  Other long-term liabilities                       7,289         7,203

Minority interest in subsidiary                         7            38

Shareholders' equity:
  Common stock and additional paid-in capital      42,510        40,638
  Retained earnings                                70,327        64,339
  Other                                            (3,127)       (1,387)
                                                 --------      --------
    Total shareholders' equity                    109,710       103,590
                                                 --------      --------
                                                 $218,202      $218,347
                                                 ========      ========

See accompanying Notes to Consolidated Financial Statements.


                            Page 2 of 17
<PAGE>

                  TECHNITROL, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF EARNINGS

            (In thousands of dollars, except share data)

                                                            Three Months
                                                           Ended March 31,
                                                            1997      1996
                                                            ----      ----

1.  Net sales                                             $92,207   $54,990

2.  Costs and expenses applicable to sales
    a)  Cost of goods sold                                 63,292    37,373
    b)  Selling, general and administrative expenses       18,576    10,193
                                                          -------   -------
          Total costs and expenses applicable to sales     81,868    47,566

3.  Operating profit                                       10,339     7,424

4.  Other income (expense)
      Interest                                               (325)     (142)
      Other                                                    65        24
                                                          -------   -------
          Total other income (expense)                       (260)     (118)
                                                          -------   -------

5.  Earnings before taxes                                  10,079     7,306

6.  Income taxes                                            3,557     2,670
                                                          -------   -------

7.  Minority interest in subsidiary income (loss)             (31)       --

8.  Net earnings from continuing operations                 6,553     4,636

9.  Discontinued operations:
      Earnings from operations of the Test &
        Measurement Products Segment (less income
        taxes of $214 in 1997 and $928 in 1996)               281       830
                                                          -------   -------

10. Net earnings                                          $ 6,834   $ 5,466
                                                          =======   =======

11. Weighted average common and equivalent shares
      outstanding                                          16,106    15,968

12. Earnings per share from continuing operations         $   .40   $   .29

13. Discontinued operations:
      Earnings per share from Test & Measurement
        Products Segment, net of tax                          .02       .05

14. Earnings per share                                        .42       .34

15. Dividends declared per share                          $ .0525   $   .05

Amounts are in thousands except for earnings per share and dividends per share.

See accompanying Notes to Consolidated Financial Statements.


                            Page 3 of 17
<PAGE>

                  TECHNITROL, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS

             Three Months Ended March 31, 1997 and 1996

                      (In thousands of dollars)

                                                         March 31,    March 31,
                                                           1997         1996
                                                          ------       ------

Cash flows from operating activities:
Net earnings                                             $  6,834     $  5,466
Adjustments to reconcile net earnings to net
  cash provided by operating activities:
    Depreciation and amortization                           2,865       2,624
    Gain on sale of Products Division assets                   --      (1,471)
    Changes in assets and liabilities net of
        effect of sale of Products Division assets:
      Increase in accounts payable and accrued expenses     8,585       4,451
      (Increase) in accounts receivable                   (14,433)     (1,317)
      (Increase) in inventories                            (2,808)       (394)
    Other, net                                              1,166         783
                                                          -------     -------
         Net cash provided by operating activities          2,209      10,142
                                                          -------     -------

Cash flows from investing activities:
    Proceeds from the sale of Products Division assets         --       3,671
    Acquisition of Doduco                                  (7,751)         --
    Capital expenditures                                   (2,741)     (2,088)
                                                          -------     -------
        Net cash provided by (used in)
           investing activities                           (10,492)      1,583
                                                          -------     -------

Cash flows from financing activities:
    Dividends paid                                           (799)       (792)
    Proceeds of long-term borrowings                        8,148          --
    Principal payments of long-term debt                   (9,861)     (7,006)
    Net borrowings (repayments) of short-term debt         (1,161)         --
    Proceeds from exercise of stock options                   248         237
                                                          -------     -------
Net cash used in financing activities                      (3,425)     (7,561)
                                                          -------     -------

Net effect of exchange rate changes on cash                (1,312)        (51)

Net increase (decrease) in cash and cash equivalents      (13,020)      4,113

Cash and cash equivalents at beginning of year             43,531      13,894
                                                          -------     -------

Cash and cash equivalents at March 31                     $30,511     $18,007
                                                          -------     -------

See accompanying Notes to Consolidated Financial Statements.


                            Page 4 of 17
<PAGE>

                  TECHNITROL, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements

(1)  Accounting Policies

   For a complete description of the accounting policies of
Technitrol, Inc. and its consolidated subsidiaries ("the Company"),
refer to Note 1 of Notes to Consolidated Financial Statements
included in the Company's Form 10-K filed for the year ended
December 31, 1996.

   The results for the three months ended March 31, 1997 have been
prepared by Technitrol's management without audit or participation
by its independent auditors.  In the opinion of management, the
financial statements fairly present the results of Technitrol's
operations for the periods presented and the consolidated balance
sheet at March 31, 1997.  To the best knowledge and belief of
Technitrol, all adjustments have been made to properly reflect
income and expenses attributable to this period.  All such
adjustments are of a normal recurring nature.

   Certain amounts in the 1996 financial statements have been
reclassified to conform with the current year's presentation.

(2)  Acquisitions and Divestitures

     Doduco GmbH:  On October 31, 1996, the Company acquired certain
operating assets of the metallurgical business of Doduco GmbH
located in Germany, as well as all of the capital stock of Doduco
Espana located in Madrid, Spain.  Doduco produces electrical
contacts, contact materials, thermostatic bimetals, and precision
contact sub-assemblies made from precious and non-precious metals by
wrought as well as powdered metallurgical processes.  Its contact-
producing operations are complemented by broad capabilities in
electroplating and precious metals refining.

     The assets purchased consist of real property in Pforzheim and
Sinsheim, Germany and Madrid, inventories, fixed assets and
intangibles.  The liabilities assumed consist of vacation and bonus
payments due to employees.  The acquisition of Doduco was accounted
for by the purchase method of accounting.  The purchase price for
the assets acquired was approximately $20.5 million, including
transaction expenses.  In addition, the Company entered into
consignment-type leases with third party leasing companies for
approximately $19.0 million of precious metals previously owned by
Doduco and used in its operations.  The conditions of the leases are
essentially the same as those of the leases previously in effect
elsewhere within the Company's Metallurgical Products Segment.  The
fair value of the net assets acquired approximated $96.0 million.  The
purchase price was funded primarily by bank credit provided under a
$30.0 million multi-currency temporary acquisition facility which
was substantially refinanced with a $40.0 million permanent multi-
currency facility.

     The total purchase price is subject to adjustment as expenses
and details of the transaction are finalized.  Also, management of
the Company has not finalized its plan of restructuring for the
acquired operations.  Such plan may include the relocation and/or
termination of employees.  Additional liabilities related to such
plan may result in an adjustment to the purchase price allocation.
Adjustments to the purchase price allocation will be finalized
during 1997 and are not expected to have a material impact on the
Company's consolidated results of operations for 1997.

   Doduco experienced significant financial difficulty for a number
of years and entered into bankruptcy during June of 1996 and
receivership in August of 1996.  The assets of Doduco which were
acquired by the Company were acquired from a receiver and, prior to
the Company's purchase of those assets, other isolated assets and
product lines of Doduco were sold or abandoned by Doduco or the
receiver.  In addition, significant restructuring occurred after
December 31, 1995 which related to both the product lines acquired
by the Company as well as those otherwise disposed of or abandoned
by the receiver.  The net assets acquired by the Company relate to
product lines and operations which were not


                            Page 5 of 17
<PAGE>

                  TECHNITROL, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements

(2)  Acquisitions and Divestitures, continued

operated as a separate business entity but rather were an
integral part of Doduco GmbH & Co. and its subsidiary, Doduco
Espana.  As a result, management of the Company does not believe
that the following unaudited pro forma financial information (in
thousands, except for earnings per share), which assumes that Doduco
was acquired on January 1, 1996, is indicative of the results that
actually would have occurred if the acquisition had been consummated
on the date indicated or which may be attained in the future.

                                                 Three Months Ended
                                                   March 31, 1996
                                                   ---------------
      Sales                                            $94,134
      Net earnings from continuing operations           $5,030
      Earnings per share from continuing operations       $.32

     Test & Measurement Products Segment:  On April 17, 1997, the
Company signed a definitive agreement to sell common stock and share
capital of the companies that form the Test & Measurement Products
Segment to AMETEK, Inc. for $34.0 million in cash.  The Company
expects to realize a gain on the sale of the Segment.  The closing
of the transaction, which is expected to take place on or before
June 30, 1997, is subject to a number of conditions, including
regulatory approvals in the United States, which are common in
transactions of this type.  As a result of the foregoing, the Test &
Measurement Products Segment is reported as a discontinued operation
in these financial statements.  The net assets of the Segment at
March 31, 1997, consist primarily of accounts receivable,
inventories and fixed assets, net of accounts payable and other
accrued operating expenses.  The sales of the Test & Measurement
Products Segment were approximately $6.9 million during the first
quarter of 1997.

     On February 27, 1996, the Company sold certain assets of its
Products Division to an unrelated party.  As a result of the sale,
the Company discontinued its production and marketing of document
counters and dispensers.  The consideration received approximated
$3.7 million and the after-tax gain of approximately $0.7 million
that was realized on the sale is reflected in the Company's
financial results.

     The divestiture of the Products Division, which is included in
the Test & Measurement Products Segment, occurred prior to the
Company's decision to divest the entire Segment and financial
information for the Products Division had not been separately
reported in previous financial statements.   Accordingly, its
operating results and the gain on the sale of that Division were
previously included in income from continuing operations.  Those
items have been reclassified and are now included as a part of the
discontinued operations.  The earnings from operations of the Test &
Measurement Products Segment for the three months ended March 31,
1996, includes a gain of approximately $699,000 (net of income taxes
of approximately $772,000) realized on the disposal of the Products
Division.

(3)  Inventories

   Inventories consist of the following (in thousands):

                                              March 31,      December 31,
                                                 1997            1996
                                                ------          ------
          Finished goods                       $14,279          $16,513
          Work in process                       15,838           14,641
          Raw  materials and supplies           18,998           16,874
                                               -------          -------
                                               $49,115          $48,028
                                               =======          =======

                            Page 6 of 17

<PAGE>
                  TECHNITROL, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements

(4)  Shareholders' Equity

   Changes in the components of shareholders' equity were as
follows (in thousands, except share amounts):

                               Common stock and
                            additional paid-in capital

                                                           Retained
                                     Shares     Amount     earnings      Other
                                   ---------    ------     --------     ------ 
Balance at December 31, 1996      15,974,918    $40,638     $64,339     $1,387
Stock issued (primarily
  options exercised)                  76,094        253          --         --
Stock award, net of forfeitures       51,680      1,146          --      1,148
Compensation under
  Restricted Stock Plan                   --         --          --       (113)
Tax benefit of stock-based
  compensation items                      --        473          --         --
Net change in cumulative
  translation adjustment                  --         --          --        705
Net earnings                              --         --       6,834         --
Dividends declared (.0525 per
  share)                                  --         --        (846)        --
                                  ----------    -------     -------     ------
Balance at March 31, 1997         16,102,692    $42,510     $70,327     $3,127
                                  ==========    =======     =======     ======

(5)  Supplemental Disclosure of Non-cash Transactions

   During the three months ended March 31, 1997 and 1996, the
Company issued to employees stock pursuant to the Company's
Restricted Stock Plan having a fair value of $1,152,000 and
$555,000, respectively.





                            Page 7 of 17

<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

     Technitrol, Inc. ("Technitrol" or the "Company") is a
diversified manufacturer of electronic components, metallurgical
products and test and measurement equipment.

     The Company's businesses are operated in those business
segments.  The Electronic Components Segment provides a broad array
of magnetics-based components, miniature chip inductors, modules and
wireless network products for use primarily in local area network
and telecommunication products.  Manufacturing occurs in the United
States, Ireland, Taiwan, the Philippines and the People's Republic
of China.

     The Metallurgical Products Segment is a broad based
manufacturer of precious metal electrical contacts, bonded or clad
metals and contact-bearing components.  These products are used in a
variety of applications which include residential, commercial and
industrial circuit breakers, motor controls, relays, wiring devices,
temperature controls, appliances and various electronic products.
This Segment also produces sophisticated electroplating and metal
refining services and produces certain components for the automotive
industry.  Manufacturing takes place in the United States, Puerto
Rico, Germany and Spain.

     The Test & Measurement Products Segment (discontinued
operations) produces a variety of force measurement products,
complementary measurement equipment and mechanical scales.
Principal uses of these products are the determination of weight,
force, tension, compression and torque as well as the density and
flow characteristics of plastics and other liquids.  Manufacturing
occurs in the United States and Great Britain.

     In 1993, the Company adopted a strategy which focused on
expansion of the Company's electronics business by acquiring
companies serving markets characterized by significant growth
opportunities.  In 1994, the Company acquired the Fil-Mag companies
with manufacturing capabilities in Taiwan and the Philippines.  In
late 1995, the Company acquired Pulse Engineering, Inc. ("Pulse")
with manufacturing capabilities in Ireland and China.  In 1996,
these businesses, together with the Components Division of the
Company, were combined to form the Electronic Components Segment
which provides an array of products for solving problems of
customers engaged in designing and manufacturing local area network
and telecommunications products.  The Company believes that the
Electronic Components Segment is a global market leader in the
development and sale of components for local area network products.

     In 1996, the Company also acquired a majority equity interest
in Netwave Technologies, Inc. ("NTI").  NTI was organized in 1996 to
acquire the assets of the wireless local area network business
formerly conducted by Xircom, Inc.  The Company made a capital
contribution to NTI of cash and the assets which comprised the
wireless local area network business formerly conducted by the
Electronic Components Segment.  The minority interest in NTI is
owned by a group of employees.

     In late 1996, in furtherance of its strategy of creating
significant critical mass in and further geographical penetration of
its metallurgical businesses, the Company acquired the assets of
Doduco GmbH which is engaged in the manufacture in Germany and Spain
of precious metal contacts, bimetal products and certain contact
product modules.  These operations were combined with the Company's
Advanced Metallurgy, Inc. ("AMI") companies and Chace Precision
Metals, Inc. ("Chace") to form the Metallurgical Products Segment.
The Company believes that the Metallurgical Products Segment now
possesses the critical mass necessary to enable this Segment to
capitalize on advantages in the global markets for metallurgical
contact, bimetal and related products.


                          Page 8 of 17
<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

     During the first quarter of 1996, the Company sold the assets
of its Products Division (part of the Test & Measurement Products
Segment) which manufactured currency counters and dispensers.  In
April 1997, the Company announced it had reached an agreement to
sell the remainder of its Test & Measurement Products Segment.

     In management's opinion, the investments and strategies
described above have positioned the Company for future growth and
the creation of additional shareholder value.

     The following Management Discussion and Analysis of Financial
Condition and Results of Operations, as well as other sections of
this Report, contain certain "forward-looking statements" (within
the meaning of the Private Securities Litigation Reform Act of
1995).  This Report should be read in conjunction with the factors
set forth in Technitrol's Annual Report on Form 10-K for the year
ended December 31, 1996, under the caption "Cautionary Statement for
Purposes of the `Safe Harbor' Provisions of the Private Securities
Litigation Reform Act of 1995."

Liquidity and Capital Resources

     On April 17, 1997, the Company announced that it had reached a
definitive agreement to sell its Test & Measurement Products Segment
for approximately $34.0 million in cash.  The closing of the
transaction, which is expected to occur within the second quarter of
1997, is subject to various conditions, including regulatory
approvals in the United States.  Assuming that the transaction
closes as anticipated, the net proceeds are expected to eventually
be used primarily to acquire other businesses or product lines
related to the Company's Electronic Components Segment and its
Metallurgical Products Segment.  In the near term, the funds
received as a result of the sale will be invested in short-term
deposit instruments and may be used to partially repay certain debt
obligations and/or for other working capital purposes.  The net
after-tax proceeds of the transaction are expected to exceed $20.0
million.

     At March 31, 1997, the Company's worldwide cash balance was
approximately $30.5 million.  This represents a decrease of $13.0
million since the end of 1996.  During the first quarter of 1997,
approximately $7.7 million was used for the purchase of Doduco real
estate in Germany.  Although the acquisition of Doduco was completed
on October 31, 1996, a portion of the real estate acquired was not
transferred until early in 1997, as a result of legal proceedings
and documentation that are customary in Germany.  Certain
transaction costs related to the acquisition were also paid during
the first quarter of 1997.

     Cash flow from operations during the first three months of 1997
was approximately $2.2 million.  Accounts receivable increased by
$14.4 million during the quarter as a result of the record sales
level and the increase in accounts receivable at Doduco.  The
increase of Doduco's accounts receivable, along with other elements
of Doduco's working capital requirements, occurred after the October
1996 acquisition date and into the first part of 1997.  The backlog
at March 31, 1997, reached record levels for continuing operations
and for the Company as a whole.  Accordingly, inventories also
increased during the period in anticipation of continued strong
customer demand in the second quarter of 1997.  Accounts payable and
accrued expenses increased in connection with the Company's higher
sales, increased inventory level and continued increase in working
capital at Doduco.

     Cash used by investing activities was $10.5 million during the
quarter.  Capital expenditures totaled $2.7 million during the
quarter.  Further capital expenditures are expected during 1997 for
purposes of expanding production capacity and improving the
operating efficiency of the Electronic Components Segment and the
Metallurgical Products Segment.  The expansion of production
capacity and/or the acquisition of other businesses or product lines
may result in the Company conducting business in countries where it
does not currently have operating facilities.


                          Page 9 of 17
<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

     Debt repayments exceeded new borrowings by approximately $2.9
million during the quarter.  The debt payments included those made
in Spain to repay local debt assumed in connection with the Doduco
acquisition. The borrowings under the Company's multi-currency
facility at March 31, 1997, were primarily denominated in Deutsche
marks.  The borrowings are expected to be repaid from the eventual
cash flows of Doduco and, since the functional currency of the
primary Doduco operation is Deutsche marks, the Company does not
believe that it has significant foreign currency exposure related to
this facility.  The net repayments of short-term debt represent the
payments made on local debt in Spain in excess of the additional
borrowings under the separate line of credit of Netwave.

     The Company received $.2 million from the exercise of stock
options during the first quarter.  No new options have been granted
by the Company.  Financial Accounting Standard No. 123, "Accounting
for Stock Based Compensation," did not affect the Company's results
of operations or related disclosures for the period.

     The Company believes that cash from operations and the sale of
the Test & Measurement Products Segment and, if necessary,
additional borrowings under its credit facilities will be sufficient
to satisfy the Company's requirements for the foreseeable future.

     During the first quarter of 1997, the Company did not
experience any significant foreign currency gains or losses.
However, as a result of denominating a significant  amount of sales
in currencies other than the U.S. dollar (and especially the sales
of Doduco which are primarily denominated in Deutsche marks), the
reported financial results of the Company are subject to the effect
of changing exchange rates, particularly the exchange rate between
the U.S. dollar and the Deutsche mark.  At March 31, 1997, the
Deutsche mark was approximately 7% weaker relative to the dollar
than at December 31, 1996.  A weaker Deutsche mark has the effect of
lowering the U.S. dollar - reported amount of sales and profits of
Doduco.

     In order to reduce the Company's exposure resulting from
currency fluctuations, the Company may purchase currency exchange
forward contracts on a regular basis.  These contracts guarantee a
predetermined exchange rate at the time the contract is purchased.
This allows the Company to shift the risk, whether positive or
negative, of currency fluctuations from the date of the contract to
a third party.  When used, the contracts are primarily in European
currencies.  The Company will consider increasing the use of
currency exchange forward contracts, depending on the amount of
sales and purchases made in local currencies and the type of
currency.  In addition, the Company evaluates the use of currency
options in order to reduce the impact that exchange rate
fluctuations have on the Company's gross margins for sales made by
the Company's foreign operations.  The combination of currency
exchange forward contracts and currency options should result in
reducing the Company's risks associated with significant exchange
rate fluctuations.

     A material portion of the Company's liquid assets are offshore
and are unlikely to be repatriated to the U.S.  As has been the case
in recent years, management expects that a significant portion of
the Company's opportunities for growth in the coming years will be
outside of the U.S.  Accordingly, the Company's policy with regard
to foreign earnings is generally to invest them abroad.  If such
earnings were repatriated, significant tax liabilities could be
incurred in the U.S.  In the event that foreign earnings were
repatriated, the related tax liabilities could have a material
unfavorable impact on the Company's liquidity and cash flow.
Separately, the divestiture of the Test & Measurement Products
Segment will likely increase the domestic cash reserves of the
Company substantially.


                            Page 10 of 17
<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

     The identifiable assets of the Company's two remaining business
segments are shown below.  These amounts include allocations of
certain assets employed by both segments and exclude corporate
assets (primarily cash).

                                          March 31,    December 31,
                                            1997          1996
                                           ------        ------
     Assets at end of quarter
        Electronic Components             $86,198        $80,868
        Metallurgical Products             87,294         80,802


     In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
"Earnings Per Share."  In general, the statement simplifies the
standards for computing earnings per share ("EPS") and makes them
comparable to international accounting standards.  It replaces the
presentation of primary EPS with a presentation of basic EPS and
requires dual presentation of basic and diluted EPS on the face of
the income statement for all entities with complex capital
structures.  If the Company had applied this new standard during the
first quarter of 1997, there would have been no effect on its
reported earnings per share.

Results of Operations

     Revenues

      The  following  table sets forth the sales for  the  Company's
segments during the first quarter of 1997 and 1996.

                                Three Months Ended   Three Months Ended
                                  March 31, 1997       March 31, 1996
                                  --------------       --------------
     Net sales
        Electronic Components        $37,331               $35,584
        Metallurgical Products        54,876                19,406
                                     -------               -------
            Total                    $92,207               $54,990
                                     =======               =======

     Sales attributable to continuing operations in the first
quarter of 1997 were $92.2 million, an increase of 68% over the
first quarter of 1996.  The increase over 1996 is primarily
attributable to the sales of Doduco, which was acquired by the
Company in October 1996.  Total sales of the Metallurgical Products
Segment, which includes Doduco, were $54.9 million for the first
quarter of 1997 compared with $19.4 million for the first quarter of
1996.  Doduco's sales to unaffiliated customers during the period
were approximately $34.3 million.

     First quarter sales in the Electronic Components Segment were
$37.3 million in 1997 compared to $35.6 million in 1996.  The
Segment's higher sales included modest increases at Pulse
Engineering, Inc. ("Pulse") as well as the sales of Netwave
Technologies, Inc. ("Netwave"), the Company's wireless network
products business.  Netwave commenced operations during the third
quarter of 1996.  Order entry exceeded shipments for the quarter and
the rate of shipments in the month of March were substantially above
the rate of shipments in January and February.  The Company believes
that the high speed LAN market is continuing to grow significantly
and that the Company has a substantial position in the market.



                            Page 11 of 17
<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

     Total sales for the Test & Measurement Products Segment
(reported as discontinued operations in the accompanying financial
statements) during the 1997 quarter were lower than the prior year
as a result of the sale of the Products Division in late February of
1996.  (Exclusive of the Products Division, sales were approximately
the same.) The divestiture of the Test & Measurement Products
Segment is expected to be completed during the second quarter of
1997, and the total sales for the Company will be negatively
impacted by the loss of sales from that Segment during the second
half of 1997.

     Cost of Sales

     During the first quarter of 1997, the Company's gross margin
from continuing operations was 31.4%, a slight decrease from 32.0%
in 1996.  While the gross margin of the Electronic Components
Segment has improved over the last 12 months, the acquisition of
Doduco and the growth of the revenue base in the Metallurgical
Products Segment has lowered the combined gross margin for the
Company as a percentage of revenues.  The gross margin of the
Metallurgical Products Segment is generally lower than either the
Electronic Components Segment or the Test & Measurement Products
Segment.

     The favorable cost impact of the relocation during 1996 of a
portion of the Electronic Components Segment's manufacturing
capacity from Taiwan to the Philippines contributed to higher
margins in 1997.  In both the Electronic Components Segment and the
Metallurgical Products Segment, the higher sales volumes in 1997 had
the effect of improving gross profit margins.  This is especially
true in the Metallurgical Products Segment, where there is a greater
proportion of fixed costs related to the capital-intensive nature of
the business.

     Operating Expenses

     Total selling, general and administrative expenses for the
quarter ended March 31, 1997, were $18.6 million compared to $10.2
million for 1996. The increase is primarily attributable to Doduco.
Administrative costs also reflect the higher spending required to
support the higher level of sales and increased complexity of the
Company.  For the quarter ended March 31, 1997, research,
development & engineering expenses ("RD&E"), which are included in
general and administrative expenses, were $2.3 million for the
Electronic Components Segment and $1.8 million for the Metallurgical
Products Segment.  These amounts include expenditures for new
product development and for product and process improvement.  The
Company believes that RD&E spending is very important to the future
growth and business prospects for each segment.

     Operating Profit

     The operating profit for the Electronic Components Segment and
the Metallurgical Products Segment is shown below.  These amounts,
which include certain allocations of corporate expenses, are subject
to adjustment in connection with preparation of the audited
financial statements for 1997.

                                        Three Months Ended  Three Months Ended
                                            March 31, 1997    March 31, 1996
                                            --------------    --------------
   Operating profit before income taxes:
      Electronic Components                   $ 7,070             $6,410
      Metallurgical Products                    3,269              1,014
                                              -------             ------
          Total                                10,339              7,424
      Other income (expense), net                (260)              (118)
                                              -------             -------
      Earnings (from continuing
        operations) before income taxes       $10,079             $7,306
                                              =======             ======


                            Page 12 of 17
<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

     Interest

     Net interest expense was approximately $0.3 million during the
first quarter of 1997, compared with $0.1 million during the first
quarter of 1996.  Additional borrowings were made late in 1996 in
connection with the acquisition of Doduco.  Although the rate on the
term debt balance of $7.5 million at March 31, 1997, is fixed at
6.65%, the majority of the Company's credit facilities have variable
interest rates.  Accordingly, net interest expense may increase if
the rates associated with the Company's credit facilities move
higher during 1997 and such increase is not offset by interest
earned on cash invested.

     Income Taxes

     The effective income tax rate for continuing operations during
the first quarter of 1997 was 35.3%, a decrease from the effective
rate of 36.5% during the comparable prior year period.  In general,
the Company expects that its effective tax rate in 1997 will
increase over the effective rate experienced for the full year of
1996.  The acquisition of Doduco, which has operations in relatively
high-rate jurisdictions, is expected to contribute to the increase.
The effective tax rate during the first quarter of 1996 was higher
than the rate for that year taken as a whole, as a result of certain
non-deductible charges and other factors occurring during the
period.





                            Page 13 of 17
<PAGE>

PART II. OTHER INFORMATION

ITEM 1    LEGAL PROCEEDINGS                                 NONE

ITEM 2    CHANGES IN SECURITIES                             NONE

ITEM 3    DEFAULTS UPON SENIOR SECURITIES                   NONE

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY       NONE
          HOLDERS

ITEM 5    OTHER INFORMATION                                 NONE

          EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

               The Exhibit Index is on page 15

          (b) Reports on Form 8-K

               A report on Form 8-K dated April 17, 1997 was filed
          with respect to the divestiture of the Test &
          Measurement Products Segment as described in Note 2 to
          the Consolidated Financial Statements in Item 1 of Part
          1 of this Form 10-Q.








                            Page 14 of 17

<PAGE>

                            EXHIBIT INDEX

DOCUMENT

3. (i)  Articles of Incorporation     Incorporated by reference to Form 10-
                                      K for the year ended December 31, 1995

   (ii) By-laws                       Incorporated by reference to Form 10-
                                      K for the year ended December 31, 1995

4.      Instruments defining          Incorporated by reference from Form
        rights of security            10-K for the year ended December 31,
        holders                       1995 and from Exhibit 4 of Form 8-K
                                      dated August 30, 1996.

11.     Statement re computation
        of per share earnings         Page 16

27.     Financial Data Schedule       Electronic Filing Only








                            Page 15 of 17
<PAGE>

EXHIBIT (11) COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE

                                                       Three Months Ended
                                                   --------------------------
                                                     March 31,     March 31,
                                                       1997          1996
                                                      ------        ------
Net earnings:
  Continuing operations                             $ 6,553,000   $ 4,636,000
  Discontinued operations                               281,000       830,000

Primary earnings per share:

Weighted average number of common shares
 outstanding                                         16,020,000    15,889,000

  Add: Shares arising from the assumed
   exercise of stock options (as determined
   under the Treasury Stock Method)                      86,000        79,000
                                                    -----------   -----------

  Weighted average of common and equivalent
   shares                                            16,106,000    15,968,000
                                                    ===========   ===========

   Primary earnings per share:
     Continuing operations                          $      0.40   $      0.29
     Discontinued operations                               0.02          0.05

Fully diluted earnings per share (1):

   Weighted average of common and
     equivalent shares outstanding (as
     determined for the Primary earnings
     per share calculation above)                    16,106,000    15,968,000

   Add: Additional shares arising from the
     assumed exercise of stock options (as
     determined under the Treasury Stock
     Method)                                                 --            --
                                                    -----------   -----------


 Weighted average of common and equivalent
  shares                                             16,106,000    15,968,000
                                                    ===========   ===========

  Fully diluted earnings per share                  $      0.42   $      0.34
                                                    ===========   ===========



Note (1): This calculation is submitted in accordance with the
Securities Act of 1933 Release No. 5,133, although it is not
required by footnote 2 to paragraph 14 of APB Opinion No. 15 because
it results in dilution of less than 3%.

      1996 share amounts have been restated to reflect a two-for-one
stock split on February 28, 1997.


                            Page 16 of 17
<PAGE>

                             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.



                                              TECHNITROL, INC.
                                      --------------------------------
                                               (Registrant)



          May 7, 1997                 /s/Albert Thorp, III
------------------------------        --------------------------------
            (Date)                    Albert Thorp, III
                                      Vice President - Finance and
                                        Chief Financial Officer
                                        (Principal Financial Officer)


          May 7, 1997                 /s/Drew A. Moyer
-----------------------------         --------------------------------
            (Date)                    Drew A. Moyer
                                      Corporate Controller and Secretary
                                        (Principal Accounting Officer)





                            Page 17 of 17
<PAGE>