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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                   FORM 10-Q/A


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      FOR THE QUARTER ENDED MARCH 31, 1996

                         Commission file number 0-16182



                              VERNITRON CORPORATION
             (Exact name of registrant as specified in its charter)


         Delaware                                                     11-1962029
   (State or other jurisdiction of                              (I.R.S. Employer
    incorporation or organization)                        Identification Number)

    645 Madison Avenue         
    New York, New York                                                  10022
   (Address of principal executive offices)                           (Zip Code)

       Registrant's telephone number, including area code: (212) 593-7900



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     
                                     -----     


12,659,952 shares of Common Stock, $.01 par value, were outstanding as of May 1,
1996.

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                     PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits:

   Exhibits 27 - Financial Data Schedule

b) Reports on Form 8-K

   None


                             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 thereunto duly authorized.



Date: June 24, 1996             VERNITRON CORPORATION



                                By: /s/ Stephen W. Bershad
                                    ----------------------
                                    Stephen W. Bershad
                                    Chief Executive Officer


                                By: /s/ Raymond F. Kunzmann
                                    -----------------------
                                    Raymond F. Kunzmann
                                    Vice President - Finance, Controller
                                    and Chief Financial Officer