UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM 10-K


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 1996.

                                      OR

[ ]  TRANSITION REPORT PURSUANT OF SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from                           to
Commission file number:      1-4433.


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


            Massachusetts                             04-1052250
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)


       2 Main Street, Melrose MA                        02176
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (617) 321-2300

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  
                          Common Stock, $1 Par

[X]   Indicate by check mark if disclosure of delinquent filers pursuant to 
      Item 405 of Regulation S-K is not contained herein, and will not be 
      contained, to the best of registrant's knowledge, in definitive proxy 
      or information statements incorporated by reference in Part III of 
      this form 10K or any amendment to this Form 10K.

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

      The aggregate market value of common stock held by nonaffiliates on 
December 2, 1996 was $472,775.  

      The number of shares of the Registrant's common stock outstanding on 
December 2, 1996 was 2,606,481. 


                     DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant's definitive proxy statement for the Annual 
Meeting of Stockholders to be held on January 16, 1997, to be filed pursuant 
to Regulation 14A not later than 120 days after the end of the fiscal year 
(September 30, 1996) are incorporated by reference in Part III.  Portions of 
the Registrant's Annual Report to Stockholders for the fiscal year ended 
September 30, 1996 are incorporated by reference in Parts I, II, and III.


                                   PART I

Item 1.    Business
-------------------

           (a) General Development of Business:
           Armatron International (the "Company") was organized in 1920 as 
           Automatic Radio.  Until 1978, the Company was primarily involved 
           in the design and manufacture of automobile radios.

           In 1978 the Company began to concentrate its efforts primarily in 
           manufacturing electronic insect killing devices in the Flowtron 
           Outdoor Products Division which continued until fiscal 1984.

           Between 1984 and 1987 the Company acquired several companies in 
           order to grow and diversify.  By the end of fiscal 1987 the 
           Company had divested itself of these acquisitions.

           The Company's Automatic Radio Division supplied AMC/Chrysler 
           Corp. from 1986 to 1990 with radios for its JEEP.  During fiscal 
           1990 the Company was notified by Chrysler Corporation that they 
           would terminate their supply agreement for radios.  In 1994 this 
           Division completed field testing of its ultrasonic collision 
           avoidance/obstacle detection system for automotive applications 
           which is to be marketed under the trademark "ECHOVISION".  
           Production began in the first quarter of 1996.
 
           The Company's main Division, Flowtron Outdoor Products 
           manufactures and distributes bugkillers, leaf-eaters, compost 
           bins, biomisters, yard carts and storage sheds for consumer use. 
  
           (b) Financial Information about Industry Segments:
           The information required by this item is incorporated herein by 
           reference to Note 11 of the Notes to Consolidated Financial 
           Statements on page 12 of the Company's 1996 Annual Report to 
           Stockholders.

           (c) Narrative Description of Business:
           (1)(i)  The Company operates principally in two segments, the 
           Consumer Products segment and the Industrial Products segment.

           The Consumer Products segment involves the manufacture and 
           distribution of Flowtron leaf-eaters, bugkillers,  compost bins 
           and biomisters.  Two new products for the lawn and garden 
           industry, a yard cart and a storage shed, were introduced for the 
           1995 season.  The Company distributes its products primarily to 
           major retailers throughout the United States, with some products 
           distributed under customer labels.  Substantially all of the 
           Company's sales in fiscal 1996 and accounts receivable as of 
           September 30, 1996 related to business activities with such 
           retailers.

           Net sales to one customer in the Consumer Products Segment 
           accounted for approximately $2,486,000 or 18% of consolidated net 
           sales in fiscal 1996, as compared to net sales to one customer of 
           $2,441,000 or 20% in fiscal 1995 and net sales to one customer of 
           $4,125,000 or 31% in fiscal 1994.

           The Industrial Products segment consisted primarily of marketing
           and manufacturing of its ECHOVISION collision avoidance/obstacle
           detection system.

           Net sales to one customer in the Industrial Products Segment 
           accounted for approximately $770,000 or 6% of consolidated net
           sales in fiscal 1996.

           (ii)  All Flowtron Division products distributed in fiscal 1996 
           are in full production.  These products undergo periodic model 
           changes and product improvements.

           The Company began initial marketing of its collision 
           avoidance/obstacle detection system in 1995. Production began in
           the first quarter of 1996.

           (iii)  The raw materials used by the Company vary widely with 
           many sources available to meet normal product requirements.

           (iv)  Although the Company owns a number of design and mechanical 
           patents in the U.S. and foreign countries relative to its consumer 
           products division, these patents are not believed to be material 
           to the operations of the Company. The Company has been awarded 
           three patents relative to the self test function of its obstacle 
           detection system. We believe this self test will be important when 
           customers consider alternatives.
 
           (v)  Heavy shipments in spring and early summer of electronic 
           insect killing devices, yard carts and biomisters complement 
           Flowtron storage sheds which are shipped primarily in the late 
           summer and fall.

           (vi) In an effort to counteract seasonal tendencies and to level 
           production requirements, the Company follows the industry trade 
           practice of offering its customers extended payment terms when 
           shipments are accepted during certain limited periods, which 
           results in seasonal fluctuations of working capital.  Sales terms 
           for the Company's other products are 30 days, net.

           (vii) The Company's largest customers, Sears, Roebuck and Co., 
           accounted for $2,486,000, or 18%, of consolidated net sales in 
           fiscal 1996.  The Company anticipates that sales to this customer 
           will increase in fiscal 1997.

           (viii)  Shipment backlog is not a significant factor in the 
           Company's operations.

           (ix)  Not applicable.

           (x)  Active competition exists in all product lines in the 
           consumer products division, each with a number of well-established 
           companies which manufacture and sell products similar to those of 
           the Company.  Price, service, warranty and product performance are 
           the bases of competition, with price becoming increasingly more 
           important. With reference to the industrial products division the 
           company expects active competition and expects price and product 
           performance will be the basis of such competition.

           (xi) The amount spent on Company-sponsored research and 
           development was not significant in any of the three years in the 
           period ended September 30, 1996.

           (xii)  The Company's compliance with federal, state and local 
           environmental regulations had no material effect upon the 
           expenditures, earnings or competitive position of the Company and 
           its subsidiaries.

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

           (xiii)  The number of persons employed by the Company varies from 
           60 to 130 due to the seasonal production cycle of the Company's 
           products.  Management believes relations with employees are 
           satisfactory.
 
           (d) Financial Information about Foreign and Domestic Operations 
           and Export Sales:
           The Company's export sales were not significant in any of the 
           three years in the period ended September 30, 1996.

Item 2.    Properties
---------------------

           The Company's principal executive offices and main manufacturing 
           plant are leased facilities located at 2 Main Street, Melrose, 
           Massachusetts, a Boston suburb.  The Company manufactures
           bugkillers, leafeaters and biomisters at this facility. The Company
           leases 84,000 sq. ft. of this facility, which has been occupied by
           the Company since 1964.  The lease for the operating facility
           expires in September 2000.

Item 3.    Legal Proceedings
----------------------------

           There are no material outstanding legal proceedings at this time.

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

           Not applicable.


                                   PART II

Item 5.    Market for the Registrant's Common Equity and Related Stockholder 
           Matters.
----------------------------------------------------------------------------

           The information required by this item is set forth under the 
           captions "Selected Financial Data" and "Common Stock Information" 
           on page 18 of the Company's 1996 Annual Report to Stockholders, 
           and is incorporated herein by reference.  Under its financing 
           agreement, as set forth in Footnote 6 on Page 9 of the Company's 
           1996 Annual Report to Stockholders, the Company is restricted 
           from paying dividends for the three-year term of the agreement.  
           The Company currently intends to retain earnings rather than pay 
           cash dividends.

Item 6.    Selected Financial Data
----------------------------------

           The information required by this item is set forth under the 
           caption "Selected Financial Data" on page 18 of the Company's 
           1996 Annual Report to Stockholders, and is incorporated herein by 
           reference.

Item 7.    Management's Discussion and Analysis of Financial Conditions and 
           Results of Operations
----------------------------------------------------------------------------

           The information required by this item is set forth under the 
           caption "Management's Discussion and Analysis of Financial 
           Condition and Results of Operations" on pages 16 through 17 of 
           the Company's 1996 Annual Report to Stockholders, and is 
           incorporated herein by reference.

Item 8.    Financial Statements and Supplementary Data
-------------------------------------------------------

           The following financial statements and supplementary data of the 
           Company are located on pages 2 through 15 of the Company's 1996 
           Annual Report to Stockholders and are incorporated herein by 
           references:

           Consolidated Balance Sheets September 30, 1996 and 1995.

           Statements of Consolidated Operations for the Years Ended 
           September 30, 1996, 1995 and 1994.

           Statements of Consolidated Cash Flows for the Years Ended 
           September 30, 1996, 1995 and 1994.

           Consolidated Statements of Stockholders' Equity for the Years 
           Ended September 30, 1996, 1995 and 1994.

           Notes to Consolidated Financial Statements.

           Reports of Independent Accountants.


Item 9.    Changes in and Disagreements with Accountants on Accounting and 
           Financial Disclosure.
---------------------------------------------------------------------------

           Not Applicable.


                                  PART III

Item 10.   Directors and Executive Officers of the Registrant
-------------------------------------------------------------

           The information required by this item is set forth under the 
           captions "Election of Directors; Security Ownership of 
           Management" and "Other Executive Officers" and "Section 16(a)
           Beneficial Ownership Reporting Compliance on pages 2 through 4,
           and page 9 of the Company's Proxy Statement dated December 30, 
           1996, and is incorporated herein by reference.

Item 11.   Executive Compensation
---------------------------------

           The information required by this item is set forth under the 
           captions "Executive Compensation" and "Benefit Plans" on 
           pages 5 through 8 of the Company's Proxy Statement dated 
           December 30, 1996 and is incorporated herein by reference.

Item 12.   Security Ownership of certain Beneficial Owners and Management.
---------------------------------------------------------------------------

           The information required by this item is set forth under the 
           captions "Election of Directors' Security Ownership of 
           Management" and "Principal Shareholder" on pages 2 through 4 of 
           the Company's Proxy Statement dated December 30, 1996, and is 
           incorporated herein by reference.

Item 13.   Certain Relationships and Related Transactions
----------------------------------------------------------

           The information required by this item is set forth under the 
           caption, "Certain Transactions" on page 7 of the Company's Proxy 
           Statement dated December 30, 1996, and in Footnote 6 to the 
           Company's 1996 Annual Report to Stockholders on page 9 and is 
           incorporated herein by reference.


                                   PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K
---------------------------------------------------------------------------

           (a) The following documents are filed as part of this report:
           (1) Financial Statements
           All financial statements of the Registrant as set forth under 
           Item 8 of this report on Form 10-K.

           (2) Financial Statement Schedules

<TABLE>
<CAPTION>
           SCHEDULE                                               PAGE
            NUMBER               DESCRIPTION                     NUMBER
           -------------------------------------------------------------

           <S>        <S>                                         <C>
                      Report of Independent Accountants           7
           VIII       Valuation & Qualifying Accounts             8
</TABLE>

           All other financial statement schedules not listed have been 
           omitted because they are either not required, not applicable, or 
           the information has been included elsewhere in the financial 
           statements or notes thereto.

           Columns omitted from schedules filed have been omitted because 
           the information is not applicable.

           (3) Exhibits (numbered in accordance with Item 601 of 
           Regulation S-K):

<TABLE>
<CAPTION>
                                                                             PAGE NUMBER OR
           EXHIBIT                                                          INCORPORATION BY
           NUMBER                        DESCRIPTION                          REFERENCE TO
           ---------------------------------------------------------------------------------

           <C>      <S>                                                           <C>
            3.1     Restated Articles of Organization of January 23, 1984         ***          
            3.2     By-laws, as amended, through December 20, 1989                ***
           10.1     Revolving Line of Credit                                      *****  
           10.2     1981 Non-qualified Stock Option Plan                          ***
           10.7     Loan and Security Agreement                                   *
           10.8     Armatron International Inc./Dreyfus 401(k) Profit
                    Sharing Plan and Trust: Summary Plan Description              ******
           10.9     Facility Lease						  ******
           11.0     Not Applicable
           13.0     Annual Report to Stockholders for FY 1996
           19.1     $7,000,000 Line of Credit with a Related Party                **
           21.0     List of Subsidiaries
           23.0     Consent of Independent Accountants

<FN>
<F1> *       Filed as an Exhibit to the Company's Annual Report on Form 10K for 
             the fiscal year ended September 30, 1994.
<F2> **      Filed as an Exhibit to the Company's Form 10-Q for the quarter ended 
             March 31, 1990.
<F3> ***     Filed as an Exhibit to the Company's Annual Report on Form 10-K for
             the fiscal year ended September 30, 1990 and incorporated herein by
             reference.
<F4> *****   Filed as an Exhibit to the Company's Annual Report on Form 10-K for 
             the fiscal year ended September 30, 1993 and incorporated herein by 
             reference.
<F5> ******  Filed as an Exhibit to the Company's Annual Report on Form 10-K for
             the fiscal year ended September 30, 1995 and incorporated herein by
             reference.

</TABLE>

           (b) Reports on Form 8-K
           No reports were filed on Form 8-K for the last quarter of the 
           Company's fiscal year ended September 30, 1996.



                      REPORT OF INDEPENDENT ACCOUNTANTS
                      ---------------------------------



To the Board of Directors and Stockholders
 of Armatron International, Inc.:


      Our report on the consolidated financial statements of Armatron 
International, Inc. has been incorporated by reference in this Form 10-K 
from page 15 of the 1996 Annual Report to Stockholders of Armatron 
International, Inc.  In connection with our audits of such financial 
statements, we have also audited the related financial statement schedules 
listed in the index on page 6 of this Form 10-K.

      In our opinion, the financial statement schedules referred to above, 
when considered in relation to the basic financial statements taken as a 
whole, present fairly, in all material respects, the information required to 
be included therein.



Needham, Massachusetts
December 9, 1996                          R. J. GOLD & COMPANY P.C.
December 20, 1996 as to Note 13




                        ARMATRON INTERNATIONAL, INC.

              SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>
COLUMN A                                COLUMN B       COLUMN C       COLUMN D       COLUMN E
                                        Balance at     Charged to                    Balance at
                                        Beginning      Costs and                     End of 
                                        of Period      Expenses       Deductions     Period
----------------------------------------------------------------------------------------------

<S>                                     <C>            <C>            <C>             <C>
Year Ended September 30, 1994:
  Allowance for doubtful accounts       $292,000       $(146,000)     $ 46,000        $100,000
  Warranty costs                          90,000         (34,000)       43,000          40,000
                                        --------       ---------      --------        --------
                                        $382,000       $(180,000)     $ 89,000        $140,000
                                        ========       =========      ========        ========

Year Ended September 30, 1995:
  Allowance for doubtful accounts       $100,000       $  65,000      $(14,000)       $179,000
  Warranty costs                          40,000          71,000        47,000          64,000
                                        --------       ---------      --------        --------
                                        $140,000       $ 136,000      $ 33,000        $243,000
                                        ========       =========      ========        ========

Year Ended September 30, 1996:
  Allowance for doubtful accounts       $179,000       $   2,000      $  5,000        $176,000
  Warranty costs                          64,000          77,000       101,000          40,000
                                        --------       ---------      --------        --------
                                        $243,000       $  79,000      $106,000        $216,000
                                        ========       =========      ========        ========
</TABLE>


                                 SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Act of 1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.



                                       ARMATRON INTERNATIONAL, INC.


December 26, 1996                      By:/s/ Charles J. Housman
                                       --------------------------------
                                       Charles J. Housman
                                       Chairman of the Board,
                                       President and Director




      Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant on December 26, 1996, in the capacities indicated.



By: /s/ Edward L. Housman              By: /s/ Charles J. Housman
--------------------------------       --------------------------------
    Edward L. Housman                  Charles J. Housman
    Director                           Chairman of the Board,
                                       President and Director



By: /s/ Elliot J. Englander
--------------------------------
    Elliot J. Englander
    Director



                                EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                              PAGE NUMBER OR
 EXHIBIT                                                      INCORPORATION BY
 NUMBER    DESCRIPTION                                        REFERENCE TO
 -----------------------------------------------------------------------------

 <C>       <S>                                                <C>
  3.1      Restated Articles of Organization as of            ***
           January 23, 1989

  3.2      By laws, as amended, through December 20, 1989     ***

 10.1      Revolving Line of Credit                           *****

 10.2      1981 Non-qualified Stock Option Plan               ***

 10.7      Loan and Security Agreement                        *

 10.8      Armatron International, Inc./Dreyfus 401(k)
           Profit Sharing Plan and Trust: Summary Plan
           Description                                        ******

 10.9      Facility Lease				      ******

 13.0      Annual Report to Stockholders for FY 1996

 19.1      $7,000,000 Line of Credit with a Related Party     **

 21.0      List of Subsidiaries

 23.0      Consent of Independent Accountants

<FN>
<F1> *       Filed as an Exhibit to the Company's Annual Report on Form 10-K for 
             the fiscal year ended September 30, 1994 and incorporated herein by 
             reference.
<F2> **      Filed as an Exhibit to the Company's Form 10-Q for the quarter ended 
             March 31, 1990.
<F3> ***     Filed as an Exhibit to the Company's Annual Report on Form 10-K for 
             the fiscal year ended September 30, 1990 and incorporated herein by 
             reference.
<F4> *****   Filed as an Exhibit to the Company's Annual Report on Form 10-K for 
             the fiscal year ended September 30, 1993 and incorporated herein by 
             reference.
<F5> ******  Filed as an Exhibit to the Company's Annual Report on Form 10-K for
             the fiscal year ended September 30, 1995 and incorporated herein by
             reference.
</TABLE>