SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


       Date of Report (Date of Earliest Event Reported): February 2, 1998



                               ALTRON INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)



       Massachusetts                   000-13230             04-2464301
(State or other jurisdiction of    (Commission File         (IRS Employer
incorporation or organization)          Number)         Identification Number)


           One Jewel Drive
      Wilmington, Massachusetts                      01887
   (Address of principal executive                (Zip Code)
    offices)


        Registrant's telephone number, including area code (978) 658-5800



Item 5.  Other Events.

         In April,  1990, the Registrant's  Board of Directors resolved that the
Registrant  should be exempt from the  provisions of Section 50A of Chapter 156B
of the  Massachusetts  Business  Corporation  Law, which provides for a board of
directors with staggered  terms.  On February 2, 1998, the Board of Directors of
the Registrant,  by unanimous vote, adopted a resolution which provided that the
Registrant  shall no longer be exempt  from the  provisions  of  Section  50A of
Chapter 156B. Therefore,  as provided in Section 50A, immediately following such
vote, the Registrant's  Board of Directors was constituted with three classes of
directors,  as  follows:  Class I  Directors  will serve  until the next  annual
meeting of  stockholders;  Class II Directors will serve until the second annual
meeting of  stockholders  following the February 2, 1998 meeting;  and Class III
Directors  will serve until the third annual meeting of  stockholders  following
the  February 2, 1998  meeting.  The Class I Director is Daniel A.  Cronin,  the
Class II Directors are Thomas Claflin and Burton Doo and the Class III Directors
are Samuel Altschuler and Anthony J. Medaglia, Jr.
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                                   SIGNATURES


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            ALTRON INCORPORATED



Date:  February 5, 1998               By:  /s/     Samuel Altschuler
                                           ---------------------------
                                           Samuel Altschuler
                                           Chairman and President

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