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 July 31, 1995.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

For the transition period from            to           .

Commission file number 2-32231.

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

             Delaware                           36-2362379
(State or other jurisdiction of       (IRS Employer Identification No.)
incorporation or organization.)

34501 East Quincy Avenue, P. O. Box 100488, Denver, Colorado     80250
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number including area code   (303) 693-1248

Securities registered pursuant to Section 12 (b) of the Act:
                                              Name of each exchange
         Title of each class                   on which registered:

 Common Stock, Par Value $0.10               New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                                 NONE
                            (Title of Class)

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
requirements for the past 90 days. Yes X No .

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 10-K or any amendment to this
Form 10-K. [X].

The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
registrant as of October 20, 1995. Common Stock, $.10 par value - $450,192,680.

The number of shares  outstanding of the issuer's  classes of common stock as of
October 20, 1995. Common Stock $.10 par value - 20,490,403.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual  shareholders  meeting to be held
January 12, 1996, are incorporated by reference into Part III.



EXHIBIT INDEX

1.) Financial data schedule Ex. - 27



SIGNATURES


         Pursuant to the  requirements  of Section 13 of 15(d) 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.


Date:   October 23, 1995


                                                                       OEA, INC.
                                                                      Registrant



                                                     By_________________________
                                                      Ahmed D. Kafadar, Chairman
                                                     and Chief Executive Officer
DIRECTORS AND OFFICERS





Ahmed D. Kafadar,Chairman of the               Charles B. Kafadar, President,
Board and Principal Executive                  Principal Operating Officer, and
Officer                                        Director




John E. Banko, Director                        George S. Ansell, Director




J. Robert Burnett, Director                    Philip E. Johnson, Director




Paul J. Martin, Vice President/                John E. Banko IV, Controller
Treasurer and Principal
Financial Officer