UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                FORM 10-K/A1

[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
   incorporation or organization)                Identification No.)

       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
      General Development of the 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 marketed under the trademark "ECHOVISION".  ECHOVISION 
      devices monitor back blind spots and side blind spots to detect 
      objects and alert operators to potential hidden hazards and 
      features:  intuitive audible warnings, visual warnings, 
      automatic activation, easy installation on any type vehicle and 
      a continuous system self-test.  The advantages of using 
      ECHOVISION devices include:  increased driver awareness which is 
      expected to result in fewer accidents, and potentially lower 
      damages and public liability costs and increased driver 
      awareness.  The device is targeted to sell in a range of $200 to 
      $300.  The Company warrants that the product is delivered defect 
      free.  The Company began initial marketing in 1995.  Production 
      began in the first quarter of 1996.

      The Company's main Division, Flowtron Outdoor Products, 
      manufactures and distributes: insect control devices including 
      electronic bugkillers and biomisters, environmental products 
      including mulching leaf-eaters and compost bins, and yard work 
      and storage products including plastic yard carts and plastic 
      storage sheds.  All products distributed in fiscal 1996 are in 
      full production.  These products undergo periodic model changes 
      and product improvements.

      Description of the Business:
      The Company operates principally in two segments, the Consumer 
      Products segment and the Industrial Products segment.  Information 
      regarding the Company's segments 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.

      The Consumer Products segment involves the manufacture , at the 
      Company's Melrose facility, of Flowtron leaf-eaters, bugkillers, and 
      biomisters.   Two new products for the lawn and garden industry, a 
      yard cart and a storage shed, were introduced for the 1995 season.  
      These products are manufactured at sub-contractors.  The Company 
      believes that alternative subcontracting manufacturing sources exist 
      for these products.  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, Sears Roebuck and Co.,  in the Consumer 
      Products Segment accounted for approximately $2,486,000 or 18% of 
      consolidated net sales in fiscal 1996.  This represents 19% of net 
      sales in fiscal 1996 for the Consumer Products Segment.  This customer 
      accounted 

<PAGE>      - 2 -

      for $2,441,000 or 20% of net sales in fiscal 1995 and $4,125,000 or 
      31% of net sales in fiscal 1994.  The loss of this customer would have 
      a material adverse effect on the Consumer Products Segment and the 
      financial operations of the Company.   The Company anticipates that 
      sales to this customer will increase in fiscal 1997.

      The Industrial Products segment consisted primarily of marketing and 
      manufacturing of its ECHOVISION collision avoidance/obstacle detection 
      system.  The Company began initial marketing of its collision 
      avoidance/obstacle detection system in 1995.  Production began in the 
      first quarter of 1996.  The products are manufactured at the Company's 
      Melrose facility using components that the Company believes are 
      available from a variety of sources.  The Company's current marketing 
      strategy is to focus on identifying potential customers and marketing 
      directly to them.

      Net Sales to one customer, Federal Express, in the Industrial Products 
      Segment accounted for approximately $770,000 or 6% of consolidated net 
      sales in fiscal 1996.  This represents 92% of net sales in fiscal 1996 
      for the Industrial Products Segment.  

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

      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 ECHOVISION obstacle 
      detection system.  We believe this self-test will be important when 
      customers consider alternatives.  

      The Company's Consumer Products Division sales are seasonal.  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.  

      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.  The number of persons employed by the 
      Company varies from 60 to 130 full time employees due to the seasonal 
      production cycle of the Company's products.  The Company's employment 
      levels are highest during the second and third quarters.  Management 
      believes relations with employees are satisfactory.

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

      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.

      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.

<PAGE>      - 3 -

      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.

      The Company's export sales were not significant in any of the three 
      years in the period ended September 30, 1995.

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 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.

<PAGE>      - 4 -

      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.  Mr. Charles Housman, a Director and President of the 
      Company, is the brother of Mr. Edward Housman, a Director.

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 6 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.

<PAGE>      - 5 -

      (2)Financial Statement Schedules
<TABLE>
<CAPTION>
      SCHEDULE                                                     PAGE
      NUMBER            DESCRIPTION                                NUMBER
      -------------------------------------------------------------------

      <S>               <C>                                        <C>
                        Reports 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 FY1996                     
19.1       $7,000,000 Line of Credit with a Related Party               **
21.0       List of Subsidiaries                                         
23.0       Consent of Independent Accountants

<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 10K 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.

<PAGE>      - 6 -


                      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


                                         By:/s/ Richard M. Housman
                                                Richard M. Housman
                                                Controller


      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 Organi-                ***
           zation 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       Consents of Independent Accountants


<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 Form 8-K dated February 28, 1994
       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, 1993 and incorporated herein by 
       reference.
<F6>
****** 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>