U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                   FORM 12b-25 NOTIFICATION OF LATE FILING


                                (Check One):

   [X] Form 10-K or Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K  
   [ ] Form 10-Q or Form 10-QSB  [ ] Form N-SAR

      For Period Ended: September 30, 1995

      [ ]  Transition Report on Form 10-K or Form 10-KSB
      [ ]  Transition Report on Form 20-F
      [ ]  Transition Report on Form 11-K
      [ ]  Transition Report on Form 10-Q or Form 10-QSB
      [ ]  Transition Report on Form N-SAR

      For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has 
verified any information contained herein.


If the notification relates to a portion of the filing checked above, 
identify the Item(s) to which the notification relates:


Part I - Registrant Information

      Full Name of Registrant:                 ARMATRON INTERNATIONAL, INC.
      Former Name if Applicable:               Not applicable
      Address of Principal Executive Office 
       (Street and Number):                    2 Main Street
      City, State and Zip Code:                Melrose, MA 02176


Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or 
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the 
following should be completed. (Check box if appropriate.)

      [ ]  (a)   the reasons described in reasonable detail in part III 
                 of this form could not be eliminated without unreasonable 
                 effort or expense;

      [X]  (b)   the subject annual report, semi-annual report, 
                 transition report on Form 10-K or Form 10-KSB, Form 20-F, 
                 11-K or Form N-SAR, or portion thereof will be filed on or 
                 before the fifteenth calendar day following the prescribed 
                 due date; or the subject quarterly report or transition 
                 report on Form 10-Q or Form 10-QSB, or portion thereof will 
                 be filed on or before the fifth calendar day following the 
                 prescribed due date; and

      [ ]  (c)   The accountant's statement or other exhibit required by 
                 the Rule 12b-25(c) has been attached if applicable.


Part III - Narrative

The Company is in the midst of a corporate reorganization and has been 
working with reduced staff levels. In the time immediately preceding 
and through December 31, 1995. The scheduled last day for filing the 
Company's report on Form 10-K the Company lost a critical staff member 
in the Accounting Department who left the Company unannounced. This 
has stretched our personnel beyond our ability, without unreasonable 
effort or expense, to prepare definitively and file such report.


Part IV - Other Information

      (1)   Name and telephone number of person to contact in regard to 
            this notification

      Charles Housman, President          617            321-2300 Ext. 310
                (Name)                (Area Code)        (Telephone Number)

      (2)   Have all other periodic reports required [X] Yes [ ] No under 
            Section 13 or 15(d) of the Securities Exchange Act of 1934 or 
            Section 30 of the Investment Company Act of 1940 during the 
            preceding 12 months or for such shorter period that the 
            registrant was required to file such report(s) been filed? If 
            answer is no identify report(s).

      (3)   Is it anticipated that any significant [X] Yes [ ] No change 
            in results of operations from the corresponding period for the 
            last fiscal year will be reflected by the earnings statements to 
            be included in the subject report or portion thereof?

            If so: attach an explanation of the anticipated change, both 
            narratively and quantitatively, and, if appropriate, state the 
            reasons why a reasonable estimate of the results cannot be made.

            For the reasons set forth in Part III it is impracticable to 
            respond at this time. The requested information will be included 
            in the Company's 10-K which will be filed no later than 
            January 15, 1996.


                         ARMATRON INTERNATIONAL INC.
                (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized.

Date      December 28, 1995            By  /s/ CHARLES HOUSMAN, President


INSTRUCTION:  The form may be signed by an executive officer of the 
registrant or by any other duly authorized representative. The name and 
title of the person signing the form shall be typed or printed beneath the 
signature. If the statement is signed on behalf of the registrant by an 
authorized representative (other than an executive officer), evidence of the 
representative's authority to sign on behalf of the registrant shall be 
filed with the return.