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, 1997.
-------------------

[ ] 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: (781) 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 1, 1997 was $860,996.

The number of shares of the Registrant's common stock outstanding on
December 1, 1997 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 15, 1998, to be filed pursuant to
Regulation 14A not later than 120 days after the end of the fiscal year
(September 30, 1997) are incorporated by reference in Part III. Portions of the
Registrant's Annual Report to Stockholders for the fiscal year ended September
30, 1997 are incorporated by reference in Parts I, II, and III.

PART I

Item 1. Business
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(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.

In 1994 the Company's Automatic Radio Division completed field testing of
its ultrasonic collision avoidance/obstacle detection system for
automotive applications which is marketed under the trademark
"ECHOVISION". Production of these systems 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, storage sheds and dog houses for consumer use.

(b) Financial Information about Industry Segments:
--------------------------------------------------

The information required by this item is incorporated herein by reference
to Note 18 of the Notes to Consolidated Financial Statements on page 14
of the Company's 1997 Annual Report to Stockholders.

(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, yard carts, compost bins, biomisters
and storage sheds. One new product for the lawn and garden industry, a
plastic dog house, was introduced for the 1996 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 1997 and accounts
receivable as of September 30, 1997 related to business activities with
such retailers.

Net sales to two customers in the Consumer Products Segment accounted for
approximately $5,592,000 or 42% of consolidated net sales in fiscal 1997,
as compared to net sales to one customer of $2,486,000 or 18% in fiscal
1996 and net sales to one customer of $2,441,000 or 20% in fiscal 1995.

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 $320,000 or 2% of consolidated net sales in fiscal
1997 as compared to net sales to one customer of approximately $770,000
or 6% of net sales in fiscal 1996.

(ii) All Flowtron Division products distributed in fiscal 1997 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. The Company currently
purchases its plastic storage sheds, yard carts and dog houses from
one supplier. This supplier manufactures these products in accordance
with the Company's designs and specifications. The Company believes
that other suppliers could provide the required products although
comparable terms may not be realized. A change in suppliers could cause
a delay in scheduled deliveries of the products to the Company's
customers and a possible loss of revenue, which would adversely affect
the Company's results of operations.

(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 and leafeaters 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 $4,336,000, or 32%, of consolidated net sales in fiscal 1997. The
Company anticipates that sales to this customer will continue in fiscal
1998 at approximately the fiscal 1997 levels.

(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, 1997.

(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 and a former subsidiary 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, 1997.

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 20 of
the Company's 1997 Annual Report to Stockholders, and is incorporated
herein by reference. Under its financing agreement, as set forth in
Footnote 10 on Page 10 of the Company's 1997 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 20 of the Company's 1997 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 17 through 19 of the Company's 1997 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 16 of the Company's 1997 Annual Report to
Stockholders and are incorporated herein by references:

Consolidated Balance Sheets September 30, 1997 and 1996.

Statements of Consolidated Operations for the Years Ended September 30,
1997, 1996 and 1995

Statements of Consolidated Cash Flows for the Years Ended September 30,
1997, 1996 and 1995.

Consolidated Statements of Stockholders' Equity (Deficiency) for the
Years Ended September 30, 1997, 1996 and 1995.

Notes to Consolidated Financial Statements.

Report 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, 1997, 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 7 of the
Company's Proxy Statement dated December 30, 1997 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, 1997, 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, 1997, and in Footnotes 10 and 16 to the Company's 1997
Annual Report to Stockholders on pages 10 and 14, respectively, 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:
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(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
-------- ----------- ------

Reports 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 Fiscal 1997
19.1 $7,000,000 Line of Credit with a Related Party **
21.0 List of Subsidiaries
23.0 Consent of Independent Accountants

<FN>
- -------------------
<F*> Filed as an Exhibit to the Company's Annual Report on Form 10K for the
fiscal year ended September 30, 1994.

<F**> Filed as an Exhibit to the Company's Form 10-Q for the quarter ended
March 31, 1990.

<F***> 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.

<F*****> 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.

<F******> 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.
</FN>

(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, 1997.

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

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

Our report on the consolidated financial statements of Armatron
International, Inc. and subsidiary has been incorporated by reference in this
Form 10-K from page 16 of the 1997 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
November 26, 1997 R. J. GOLD & COMPANY P.C.

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, 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
==================================================

Year Ended September 30, 1997:
Allowance for doubtful accounts $176,000 $ -- $ 60,000 $116,000
Sales allowances and incentives -- 163,000 -- 163,000
Warranty costs 40,000 64,000 67,000 37,000
--------------------------------------------------
$216,000 $227,000 $127,000 $316,000
==================================================

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 29, 1997 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 29, 1997, 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 1997

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

21.0 List of Subsidiaries

23.0 Consent of Independent Accountants

<FN>
- -------------------
<F*> 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.

<F**> Filed as an Exhibit to the Company's Form 10-Q for the quarter ended
March 31, 1990.

<F***> 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.

<F****> Filed as an Exhibit to the Company's Form 8-K dated February 28, 1994 and
incorporated herein by reference.

<F*****> 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.

<F******> 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.
</FN>