SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 8-A
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                             CII TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

                                                                  
                   DELAWARE                                                             56-1828272
   (State of incorporation or organization)                             (I.R.S. Employer Identification Number)

           1396 CHARLOTTE HIGHWAY                                                         28730
          FAIRVIEW, NORTH CAROLINA                                                      (zip code)
    (Address of principal executive office)

If this Form relates to the registration of a class of debt          If this Form relates to the registration of a class of
securities and is effective upon filing pursuant to                  debt securities and is to become effective
General Instruction A(c)(1) please check the following               simultaneously with the effectiveness of a concurrent 
box. [ ]                                                             registration statement under the Securities Act of 1933 
                                                                     pursuant to General Instruction A(c)(2) please check 
                                                                     the following box. [ ]
 
 
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
                    TITLE OF EACH CLASS                                                 NAME OF EACH EXCHANGE ON
                    TO BE SO REGISTERED                                         WHICH EACH CLASS IS TO BE REGISTERED
- - -------------------------------------------------------------------  -----------------------------------------------------------
                Common Stock ($.01 par value)                                             Nasdaq National Market

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:



                            None.


                                      -2-

 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

   Information concerning the Common Stock is contained in the registrant's
Registration Statement on Form S-1 (Registration No. 333-8397) filed by the
registrant pursuant to the Securities Act of 1933, as amended, on July 18, 1996
under the caption "Description of Capital Stock--Common Stock."  That
description is incorporated herein by reference.

ITEM 2.  EXHIBITS.

1.1  Form of Second Amended and Restated Certificate of Incorporation of the
     registrant (filed as Exhibit 3.1 to registrant's Registration Statement on
     Form S-1 (Registration No. 333-8397), as amended, and incorporated herein
     by reference).

2.1  Form of Amended and Restated By-laws of the registrant (filed as Exhibit
     3.2 to registrant's Registration Statement on Form S-1 (Registration No.
     333-8397), as amended, and incorporated herein by reference).

3.1  Form of Specimen Certificate for the registrant's Common Stock, par value
     $.01 per share (filed as Exhibit 4 to registrant's Registration Statement
     on Form S-1 (Registration No. 333-8397), as amended, and incorporated
     herein by reference).


                                      -3-

 
                                   SIGNATURE

   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.

                                       CII TECHNOLOGIES INC.

                                       /s/ Ramzi A. Dabbagh
Date:  September 20, 1996          By:_________________________________________
                                       Name:  Ramzi A. Dabbagh
                                       Title: Chairman of the Board of Directors
                                              and Chief Executive Officer