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.

[ ] 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

SCHEDULE PAGE
NUMBER DESCRIPTION NUMBER
-------------------------------------------------------------

Report of Independent Accountants 7
VIII Valuation & Qualifying Accounts 8

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):

PAGE NUMBER OR
EXHIBIT INCORPORATION BY
NUMBER DESCRIPTION REFERENCE TO
---------------------------------------------------------------------------------

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.

(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

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
- ----------------------------------------------------------------------------------------------

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
======== ========= ======== ========

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

PAGE NUMBER OR
EXHIBIT INCORPORATION BY
NUMBER DESCRIPTION REFERENCE TO
-----------------------------------------------------------------------------

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.