content: SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 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 13, 1996
  
  
                              AULT INCORPORATED
  (Exact name of Registrant as specified in its charter)
  
  
             Minnesota              0-12611         41-0842932
  (State or other jurisdiction   (Commission   (I.R.S. Employer
        of incorporation)        File Number)   Identification No.)
  
  
         7300 Boone Avenue
         Minneapolis, Minnesota                      55428-1028
  (Address of principal executive offices)        (Zip Code)
  
  
  Registrant's telephone number, including area code: (612) 493-1900
  Item 5.  Other Events.
  
       On February 13, 1996, the Board of Directors of Ault
  Incorporated (the "Company") declared a dividend of one Right for
  each outstanding share of the Company's Common Stock, no par value
  (the "Common Stock"), to the stockholders of record at the close of
  business on March 4, 1996 (the "Record Date").  Except as set forth
  below, each Right entitles the registered holder to purchase from
  the Company one one-hundredth (1/100) of a share of Series A Junior
  Participating Preferred Stock, no par value (the "Preferred
  Stock"), at a price of $36 per one one-hundredth of a share (the
  "Purchase Price").  The terms of the Rights are set forth in a
  Rights Agreement dated as of February 13, 1996 (the "Rights
  Agreement") between the Company and Norwest Bank Minnesota, N.A.,
  as Rights Agent.
  
       Initially, the Rights will be attached implicitly to all
  Common Stock certificates representing shares then outstanding, and
  no separate Right certificates will be distributed.  Until the
  earlier to occur of ten days following (i) a public announcement
  that, without the prior consent of the Board of Directors, a person
  or group of affiliated or associated persons (an "Acquiring
  Person") has acquired, or obtained the right to acquire, beneficial
  ownership of voting securities having 15% or more of the voting
  power of the Company (the "Stock Acquisition Date"), or (ii) the
  commencement of (or a public announcement of an intention to make)
  a tender offer or exchange offer which would result in any person
  or group and related persons having beneficial ownership of voting
  securities having 15% or more of the voting power of the Company
  (the earlier of such dates referred to in (i) and (ii) above being
  called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Stock certificates outstanding as of
  the Record Date, by such Common Stock certificates.
  
       The Rights Agreement provides that, until the Distribution
  Date, the Rights will be transferred with and only with Common
  Stock certificates.  From as soon as practicable after the Record
  Date and until the Distribution Date (or earlier redemption or
  expiration of the Rights), new Common Stock certificates issued
  after the Record Date upon transfer or new issuance of the Common
  Stock will contain a notation incorporating the Rights Agreement by
  reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any
  certificates for Common Stock outstanding as of the Record Date
  will also constitute the transfer of the Rights associated with the
  Common Stock represented by such certificate.  As soon as
  practicable following the Distribution Date, separate certificates
  evidencing the Rights ("Rights Certificates") will be mailed to
  holders of record of the Common Stock as of the close of business
  on the Distribution Date, and the separate Rights Certificates
  alone will evidence the Rights.
  
       The Rights are not exercisable until the Distribution Date.
  The Rights will expire on February 13, 2006, unless earlier
  redeemed by the Company as described below.
  
       In the event that any person becomes the beneficial owner of
  15% or more of the voting power of the Company, ten (10) days
  thereafter (the "Flip-In Event") each holder of a Right will
  thereafter have the right to receive, upon exercise thereof at the
  then current Purchase Price of the Right, Common Stock (or, in
  certain circumstances, a combination of cash, other property,
  Common Stock or other securities) which has a value of two times
  the Purchase Price of the Right (such right being called the
  "Flip-In Right").  In the event that the Company is acquired in a
  merger or other business combination transaction where the Company
  is not the surviving corporation or in the event that 50% or more
  of its assets or earning power is sold, proper provision shall be
  made so that each holder of a Right will thereafter have the right
  to receive, upon the exercise thereof at the then current Purchase
  Price of the Right, common stock of the acquiring entity which has
  a value of two times the Purchase Price of the Right (such right
  being called the "Flip-Over Right").  The holder of a Right will
  continue to have the Flip-Over Right whether or not such holder
  exercises the Flip-In Right.  Upon the occurrence of the Flip-In
  Event, any Rights that are or were at any time owned by an
  Acquiring Person shall become null and void insofar as they relate
  to the Flip-In Right.
  
       For example, at a Purchase Price of $36 per Right, if any
  person becomes the beneficial owner of 15% or more of the voting
  power of the Company, ten (10) days thereafter each Right other
  than a Right owned by such 15% beneficial owner would entitle its
  holder to purchase $72 worth of the Company's Common Stock (or
  other consideration, as noted above) for $36.  Assuming that the
  Common Stock had a per share value of $6 at such time, the holder
  of each Right would effectively be entitled to purchase 12 shares
  of Common Stock for $36.
  
       Similarly, assuming, following the Stock Acquisition Date, the
  occurrence of a business combination with another entity in which
  the Company's Common Stock is converted or exchanged, or a sale of
  50% or more of the Company's assets or earning power, each Right
  would entitle its holder to purchase $72 worth of the acquiring
  entity's stock for $36.
  
       The Purchase Price payable, and the number of shares of
  Preferred Stock or other securities or property issuable, upon
  exercise of the Rights are subject to adjustment from time to time
  to prevent dilution (i) in the event of a stock dividend on, or a
  subdivision, combination or reclassification of the Preferred
  Stock, (ii) upon the grant to holders of the Preferred Stock of
  certain rights or warrants to subscribe for Preferred Stock or
  convertible securities at less than the current market price of the
  Preferred Stock or (iii) upon the distribution to holders of the
  Preferred Stock of evidences of indebtedness or assets (excluding
  regular quarterly cash dividends) or of subscription rights or
  warrants (other than those referred to above).
  
       At any time after the acquisition by a person or group of
  affiliated or associated persons of beneficial ownership of 15% or
  more of the voting power of the Company and prior to the
  acquisition by such person or group of 50% or more of the voting
  power of the Company, the Board of Directors of the Company may
  exchange the Rights (other than Rights owned by such person or
  group which have become void), in whole or in part, at an exchange
  ratio of one share of Common Stock, or one one-hundredth of a share
  of Preferred Stock (or of a share of a class or series of the
  Company's preferred stock having equivalent rights, preferences and
  privileges), per Right (subject to adjustment).
  
       With certain exceptions, no adjustment in the Purchase Price
  will be required until cumulative adjustments require an adjustment
  of at least 1% in the Purchase Price.  No fractions of shares will
  be issued and, in lieu thereof, an adjustment in cash will be made
  based on the market price of the Preferred Stock on the last
  trading date prior to the date of exercise.
  
       At any time prior to the earlier to occur of (i) the tenth day
  after the Stock Acquisition Date, or (ii) the expiration of the
  Rights, the Company may redeem the Rights in whole, but not in
  part, at a price of $.001 per Right (the "Redemption Price"), which
  redemption shall be effective at such time as the Board of
  Directors shall establish.  Additionally, the Continuing Directors
  may, following the Stock Acquisition Date, redeem the then
  outstanding Rights in whole, but not in part, at the Redemption
  Price provided that either (a) the Acquiring Person reduces his
  beneficial ownership to less than 15% of the voting power of the
  Company in a manner which is satisfactory to the Continuing
  Directors and there are no other Acquiring Persons, or (b) such
  redemption is incidental to a merger or other business combination
  transaction or series of transactions involving the Company but not
  involving an Acquiring Person or any person who was an Acquiring
  Person.  The redemption of Rights described in the preceding
  sentence shall be effective only after ten (10) business days prior
  notice.  Upon the effective date of the redemption of the Rights,
  the right to exercise the Rights will terminate and the only right
  of the holders of Rights will be to receive the Redemption Price.
  
       The Preferred Stock purchasable upon exercise of the Rights
  will be nonredeemable.  Each share of Preferred Stock will have a
  preferential quarterly dividend in an amount equal to 100 times the
  dividend declared on each share of Common Stock.  In the event of
  liquidation, the holders of Preferred Stock will receive a
  preferred liquidation payment of $100 per whole share of Preferred
  Stock.  Each whole share of Preferred Stock will have 100 votes,
  voting together with the Common Stock.  In the event of any merger,
  consolidation or other transaction in which Common Stock are
  exchanged, each share of Preferred Stock will be entitled to
  receive 100 times the amount and type of consideration received per
  share of Common Stock.  The rights of the Preferred Stock as to
  dividends and liquidations, and in the event of mergers and
  consolidations, are protected by customary anti-dilution
  provisions.  Fractional shares of Preferred Stock in integral
  multiples of one one-hundredth of a share of Preferred Stock will
  be issued unless the Company elects to distribute depositary
  receipts in lieu of such fractional shares.  In lieu of fractional
  shares other than fractions that are multiples of one one-hundredth
  of a share, an adjustment in cash will be made based on the market
  price of the Preferred Stock on the last trading date prior to the
  date of exercise.
  
       Until a Right is exercised, it will not entitle the holder to
  any rights as a stockholder of the Company (other than those as an
  existing stockholder), including, without limitation, the right to
  vote or to receive dividends.
  
       The terms of the Rights may be amended by the Board of
  Directors of the Company (i) prior to the Distribution Date in any
  manner, and (ii) on or after the Distribution Date to cure any
  ambiguity, to correct or supplement any provision of the Rights
  Agreement which may be defective or inconsistent with any other
  provisions, or in any manner not adversely affecting the interests
  of the holders of the Rights.
  
       As of February 13, 1996, there were 2,094,276 shares of Common
  Stock issued and outstanding and 368,750 shares reserved for
  issuance pursuant to the exercise of outstanding stock options and
  warrants.  Each outstanding share of Common Stock on March 4, 1996
  will receive one Right.  As long as the Rights are attached to the
  Common Stock, the Company will issue one Right for each share of
  Common Stock issued between the Record Date and the Distribution
  Date so that all such shares will have attached Rights.  There will
  be 50,000 shares of Preferred Stock reserved for issuance upon
  exercise of the Rights.
       The Rights Agreement is designed to protect shareholders in
  the event of an unsolicited attempt to acquire the Company for an
  inadequate price and to protect against abusive practices that do
  not treat all shareholders equally, including partial and two-tier
  tender offers, coercive offers, and creeping stock accumulation
  programs.  Such practices can pressure shareholders into tendering
  their investments prior to realizing the full value or total
  potential of such investments.  The Rights Agreement is intended to
  make the cost of such abusive practices prohibitive and create an
  incentive for a potential acquiror to negotiate in good faith with
  the Board.  The Rights Agreement is not intended to, and will not,
  prevent all unsolicited offers to acquire the Company.  If an
  unsolicited offer is made, and the Board determines that it is fair
  and in the best interests of the Company and its shareholders,
  then, pursuant to the terms of the Rights Agreement, the Board has
  the authority to redeem the Rights and permit the offer to proceed.
  Essentially, the Rights Agreement will provide the Board with
  sufficient opportunity to evaluate the fairness of any unsolicited
  offer and the credibility of the bidder, and will therefore enable
  the Board to represent the interests of all shareholders more
  effectively.  Of course, in deciding whether to redeem the Rights
  in connection with any unsolicited offer, the Board will be bound
  by its fiduciary obligations to act in the best interests of the
  Company and its shareholders.
  
       The form of Rights Agreement between the Company and the
  Rights Agent specifying the terms of the Rights, which includes as
  Exhibit B the form of Rights Certificate, is incorporated herein by
  reference as Exhibit 1 hereto.  The foregoing description of the
  Rights does not purport to be complete and is qualified in its
  entirety by reference to such Exhibit.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and
            Exhibits.
  
       Exhibit 1.     Form of Rights Agreement, dated as of February
                      13, 1996, between the Company and Norwest Bank
                      Minnesota, National Association, is
                      incorporated by reference to Exhibit 1 to the
                      Company's Form 8-A dated February 16, 1996.
  
  
                              SIGNATURE
  
       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.
  
  
                                AULT INCORPORATED
  
  
                               /s/Frederick M. Green
                                  Frederick M. Green,
                                  Chief Executive Officer
  Dated: March 1, 1996
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metadata_filer: {"company-data": {"conformed-name": "AULT INC", "cik": "0000723639", "assigned-sic": "3679", "irs-number": "410842932", "state-of-incorporation": "MN", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11631", "film-number": "96530266"}, "business-address": {"street1": "7300 BOONE AVE N", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428", "phone": "6124931900"}, "mail-address": {"street1": "7300 BOONE AVENUE NORTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428"}}
text: SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 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 13, 1996
  
                              AULT INCORPORATED
  (Exact name of Registrant as specified in its charter)
  
             Minnesota              0-12611         41-0842932
  (State or other jurisdiction   (Commission   (I.R.S. Employer
        of incorporation)        File Number)   Identification No.)
  
         7300 Boone Avenue
         Minneapolis, Minnesota                      55428-1028
  (Address of principal executive offices)        (Zip Code)
  
  Registrant's telephone number, including area code: (612) 493-1900
  Item 5.  Other Events.
  
       On February 13, 1996, the Board of Directors of Ault
  Incorporated (the "Company") declared a dividend of one Right for
  each outstanding share of the Company's Common Stock, no par value
  (the "Common Stock"), to the stockholders of record at the close of
  business on March 4, 1996 (the "Record Date").  Except as set forth
  below, each Right entitles the registered holder to purchase from
  the Company one one-hundredth (1/100) of a share of Series A Junior
  Participating Preferred Stock, no par value (the "Preferred
  Stock"), at a price of $36 per one one-hundredth of a share (the
  "Purchase Price").  The terms of the Rights are set forth in a
  Rights Agreement dated as of February 13, 1996 (the "Rights
  Agreement") between the Company and Norwest Bank Minnesota, N.A.,
  as Rights Agent.
  
       Initially, the Rights will be attached implicitly to all
  Common Stock certificates representing shares then outstanding, and
  no separate Right certificates will be distributed.  Until the
  earlier to occur of ten days following (i) a public announcement
  that, without the prior consent of the Board of Directors, a person
  or group of affiliated or associated persons (an "Acquiring
  Person") has acquired, or obtained the right to acquire, beneficial
  ownership of voting securities having 15% or more of the voting
  power of the Company (the "Stock Acquisition Date"), or (ii) the
  commencement of (or a public announcement of an intention to make)
  a tender offer or exchange offer which would result in any person
  or group and related persons having beneficial ownership of voting
  securities having 15% or more of the voting power of the Company
  (the earlier of such dates referred to in (i) and (ii) above being
  called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Stock certificates outstanding as of
  the Record Date, by such Common Stock certificates.
  
       The Rights Agreement provides that, until the Distribution
  Date, the Rights will be transferred with and only with Common
  Stock certificates.  From as soon as practicable after the Record
  Date and until the Distribution Date (or earlier redemption or
  expiration of the Rights), new Common Stock certificates issued
  after the Record Date upon transfer or new issuance of the Common
  Stock will contain a notation incorporating the Rights Agreement by
  reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any
  certificates for Common Stock outstanding as of the Record Date
  will also constitute the transfer of the Rights associated with the
  Common Stock represented by such certificate.  As soon as
  practicable following the Distribution Date, separate certificates
  evidencing the Rights ("Rights Certificates") will be mailed to
  holders of record of the Common Stock as of the close of business
  on the Distribution Date, and the separate Rights Certificates
  alone will evidence the Rights.
  
       The Rights are not exercisable until the Distribution Date.
  The Rights will expire on February 13, 2006, unless earlier
  redeemed by the Company as described below.
  
       In the event that any person becomes the beneficial owner of
  15% or more of the voting power of the Company, ten (10) days
  thereafter (the "Flip-In Event") each holder of a Right will
  thereafter have the right to receive, upon exercise thereof at the
  then current Purchase Price of the Right, Common Stock (or, in
  certain circumstances, a combination of cash, other property,
  Common Stock or other securities) which has a value of two times
  the Purchase Price of the Right (such right being called the
  "Flip-In Right").  In the event that the Company is acquired in a
  merger or other business combination transaction where the Company
  is not the surviving corporation or in the event that 50% or more
  of its assets or earning power is sold, proper provision shall be
  made so that each holder of a Right will thereafter have the right
  to receive, upon the exercise thereof at the then current Purchase
  Price of the Right, common stock of the acquiring entity which has
  a value of two times the Purchase Price of the Right (such right
  being called the "Flip-Over Right").  The holder of a Right will
  continue to have the Flip-Over Right whether or not such holder
  exercises the Flip-In Right.  Upon the occurrence of the Flip-In
  Event, any Rights that are or were at any time owned by an
  Acquiring Person shall become null and void insofar as they relate
  to the Flip-In Right.
  
       For example, at a Purchase Price of $36 per Right, if any
  person becomes the beneficial owner of 15% or more of the voting
  power of the Company, ten (10) days thereafter each Right other
  than a Right owned by such 15% beneficial owner would entitle its
  holder to purchase $72 worth of the Company's Common Stock (or
  other consideration, as noted above) for $36.  Assuming that the
  Common Stock had a per share value of $6 at such time, the holder
  of each Right would effectively be entitled to purchase 12 shares
  of Common Stock for $36.
  
       Similarly, assuming, following the Stock Acquisition Date, the
  occurrence of a business combination with another entity in which
  the Company's Common Stock is converted or exchanged, or a sale of
  50% or more of the Company's assets or earning power, each Right
  would entitle its holder to purchase $72 worth of the acquiring
  entity's stock for $36.
  
       The Purchase Price payable, and the number of shares of
  Preferred Stock or other securities or property issuable, upon
  exercise of the Rights are subject to adjustment from time to time
  to prevent dilution (i) in the event of a stock dividend on, or a
  subdivision, combination or reclassification of the Preferred
  Stock, (ii) upon the grant to holders of the Preferred Stock of
  certain rights or warrants to subscribe for Preferred Stock or
  convertible securities at less than the current market price of the
  Preferred Stock or (iii) upon the distribution to holders of the
  Preferred Stock of evidences of indebtedness or assets (excluding
  regular quarterly cash dividends) or of subscription rights or
  warrants (other than those referred to above).
  
       At any time after the acquisition by a person or group of
  affiliated or associated persons of beneficial ownership of 15% or
  more of the voting power of the Company and prior to the
  acquisition by such person or group of 50% or more of the voting
  power of the Company, the Board of Directors of the Company may
  exchange the Rights (other than Rights owned by such person or
  group which have become void), in whole or in part, at an exchange
  ratio of one share of Common Stock, or one one-hundredth of a share
  of Preferred Stock (or of a share of a class or series of the
  Company's preferred stock having equivalent rights, preferences and
  privileges), per Right (subject to adjustment).
  
       With certain exceptions, no adjustment in the Purchase Price
  will be required until cumulative adjustments require an adjustment
  of at least 1% in the Purchase Price.  No fractions of shares will
  be issued and, in lieu thereof, an adjustment in cash will be made
  based on the market price of the Preferred Stock on the last
  trading date prior to the date of exercise.
  
       At any time prior to the earlier to occur of (i) the tenth day
  after the Stock Acquisition Date, or (ii) the expiration of the
  Rights, the Company may redeem the Rights in whole, but not in
  part, at a price of $.001 per Right (the "Redemption Price"), which
  redemption shall be effective at such time as the Board of
  Directors shall establish.  Additionally, the Continuing Directors
  may, following the Stock Acquisition Date, redeem the then
  outstanding Rights in whole, but not in part, at the Redemption
  Price provided that either (a) the Acquiring Person reduces his
  beneficial ownership to less than 15% of the voting power of the
  Company in a manner which is satisfactory to the Continuing
  Directors and there are no other Acquiring Persons, or (b) such
  redemption is incidental to a merger or other business combination
  transaction or series of transactions involving the Company but not
  involving an Acquiring Person or any person who was an Acquiring
  Person.  The redemption of Rights described in the preceding
  sentence shall be effective only after ten (10) business days prior
  notice.  Upon the effective date of the redemption of the Rights,
  the right to exercise the Rights will terminate and the only right
  of the holders of Rights will be to receive the Redemption Price.
  
       The Preferred Stock purchasable upon exercise of the Rights
  will be nonredeemable.  Each share of Preferred Stock will have a
  preferential quarterly dividend in an amount equal to 100 times the
  dividend declared on each share of Common Stock.  In the event of
  liquidation, the holders of Preferred Stock will receive a
  preferred liquidation payment of $100 per whole share of Preferred
  Stock.  Each whole share of Preferred Stock will have 100 votes,
  voting together with the Common Stock.  In the event of any merger,
  consolidation or other transaction in which Common Stock are
  exchanged, each share of Preferred Stock will be entitled to
  receive 100 times the amount and type of consideration received per
  share of Common Stock.  The rights of the Preferred Stock as to
  dividends and liquidations, and in the event of mergers and
  consolidations, are protected by customary anti-dilution
  provisions.  Fractional shares of Preferred Stock in integral
  multiples of one one-hundredth of a share of Preferred Stock will
  be issued unless the Company elects to distribute depositary
  receipts in lieu of such fractional shares.  In lieu of fractional
  shares other than fractions that are multiples of one one-hundredth
  of a share, an adjustment in cash will be made based on the market
  price of the Preferred Stock on the last trading date prior to the
  date of exercise.
  
       Until a Right is exercised, it will not entitle the holder to
  any rights as a stockholder of the Company (other than those as an
  existing stockholder), including, without limitation, the right to
  vote or to receive dividends.
  
       The terms of the Rights may be amended by the Board of
  Directors of the Company (i) prior to the Distribution Date in any
  manner, and (ii) on or after the Distribution Date to cure any
  ambiguity, to correct or supplement any provision of the Rights
  Agreement which may be defective or inconsistent with any other
  provisions, or in any manner not adversely affecting the interests
  of the holders of the Rights.
  
       As of February 13, 1996, there were 2,094,276 shares of Common
  Stock issued and outstanding and 368,750 shares reserved for
  issuance pursuant to the exercise of outstanding stock options and
  warrants.  Each outstanding share of Common Stock on March 4, 1996
  will receive one Right.  As long as the Rights are attached to the
  Common Stock, the Company will issue one Right for each share of
  Common Stock issued between the Record Date and the Distribution
  Date so that all such shares will have attached Rights.  There will
  be 50,000 shares of Preferred Stock reserved for issuance upon
  exercise of the Rights.
       The Rights Agreement is designed to protect shareholders in
  the event of an unsolicited attempt to acquire the Company for an
  inadequate price and to protect against abusive practices that do
  not treat all shareholders equally, including partial and two-tier
  tender offers, coercive offers, and creeping stock accumulation
  programs.  Such practices can pressure shareholders into tendering
  their investments prior to realizing the full value or total
  potential of such investments.  The Rights Agreement is intended to
  make the cost of such abusive practices prohibitive and create an
  incentive for a potential acquiror to negotiate in good faith with
  the Board.  The Rights Agreement is not intended to, and will not,
  prevent all unsolicited offers to acquire the Company.  If an
  unsolicited offer is made, and the Board determines that it is fair
  and in the best interests of the Company and its shareholders,
  then, pursuant to the terms of the Rights Agreement, the Board has
  the authority to redeem the Rights and permit the offer to proceed.
  Essentially, the Rights Agreement will provide the Board with
  sufficient opportunity to evaluate the fairness of any unsolicited
  offer and the credibility of the bidder, and will therefore enable
  the Board to represent the interests of all shareholders more
  effectively.  Of course, in deciding whether to redeem the Rights
  in connection with any unsolicited offer, the Board will be bound
  by its fiduciary obligations to act in the best interests of the
  Company and its shareholders.
  
       The form of Rights Agreement between the Company and the
  Rights Agent specifying the terms of the Rights, which includes as
  Exhibit B the form of Rights Certificate, is incorporated herein by
  reference as Exhibit 1 hereto.  The foregoing description of the
  Rights does not purport to be complete and is qualified in its
  entirety by reference to such Exhibit.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and
            Exhibits.
  
       Exhibit 1.     Form of Rights Agreement, dated as of February
                      13, 1996, between the Company and Norwest Bank
                      Minnesota, National Association, is
                      incorporated by reference to Exhibit 1 to the
                      Company's Form 8-A dated February 16, 1996.
  
                              SIGNATURE
  
       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.
  
                                AULT INCORPORATED
  
                               /s/Frederick M. Green
                                  Frederick M. Green,
                                  Chief Executive Officer
  Dated: March 1, 1996