As filed with the Securities and
                       Exchange Commission on June 1,1998
                                Registration No.333-___
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           __________________________


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           __________________________


                                TECHNITROL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Pennsylvania                                        23-1292472
-------------------------------                          ----------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification Number)


                              1210 Northbrook Drive
                                    Suite 385
                                Trevose, PA 19053
                                 (215) 355-2900
        -----------------------------------------------------------------
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)


                 TECHNITROL, INC. BOARD OF DIRECTORS STOCK PLAN
                 ----------------------------------------------
                            (Full title of the Plan)


                                Thomas J. Flakoll
                      President and Chief Executive Officer
                        1210 Northbrook Drive, Suite 385
                                Trevose, PA 19053
                                 (215) 355-2900
             -------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                           ___________________________

                                   Copies to:

                          James M. Papada, III, Esquire
                      Stradley, Ronon, Stevens & Young, LLP
                            2600 One Commerce Square
                      Philadelphia, Pennsylvania 19103-7098

                           ___________________________

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                             CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
                                                             Proposed maximum     Proposed maximum
                                           Amount to be     offering price per   aggregate offering       Amount of
  Title of securities to be registered    registered(1)            Share              price (3)       registration fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>
Common Stock, $.125 par value per share    30,000 shares       $39.09375(2)          $1,172,813            $346
---------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Such additional, indeterminable number of shares that may be issuable by
    reason of the anti-dilution provisions of the Technitrol, Inc. Board of
    Directors Stock Plan (the "Plan") are hereby registered.

(2) Pursuant to Rule 457(h)(1) and (c), the average of the high and low prices
    per share of the Common Stock reported on the New York Stock Exchange on
    May 28, 1998 has been used to determine the registration fee.

(3) Estimated solely for the purpose of determining the registration fee.
</FN>
</TABLE>


<PAGE>




                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         As used in this Registration Statement, unless the context otherwise
requires, the terms "Technitrol" and the "Company" mean Technitrol, Inc. and its
subsidiaries.


Item 3.  Incorporation of Documents by Reference.

         The following documents, previously filed by the Company with the U.S.
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are hereby incorporated by
reference in this Registration Statement, except as superseded or modified
herein:

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;

         (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;

         (c) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal covered by the annual report
referred to above; and

         (d) the description of the Company's common stock, par value $.125 per
share ("Common Stock"), contained in the Company's Registration Statement on
Form 8-A filed with the Commission on October 25, 1996, including any amendments
or reports filed for the purpose of updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Stradley, Ronon, Stevens & Young, LLP, legal counsel to the Company,
has given its opinion on the legality of the Common Stock. James M. Papada, III,
a partner of the firm, is also the Company's Chairman of the Board.

Item 6.  Indemnification of Directors and Officers.

         Article VII of the Company's Bylaws generally provides for the
indemnification of officers, directors and third parties acting on behalf of the
Company if such person acted in good faith and in a manner reasonably believed
to be in and not opposed to the best interest of the Company, and, with respect
to any criminal action or proceeding, the indemnified party had no reasonable
cause to believe his conduct was unlawful.


                                      II-1

<PAGE>



         Section 518 of the Pennsylvania Business Corporation Law permits a
corporation to include in its bylaws, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law; provided;
however, indemnification shall not be permitted in any case where the act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

         In addition, the Company maintains directors and officers insurance
under which its directors and officers are insured against certain liabilities
that may be incurred by them in their capacities as such.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         (a)      Exhibits:

         4.1      Technitrol, Inc. Board of Directors Stock Plan.
         5.1      Opinion of Counsel as to Legality of Securities being
                  registered.
         23.1     Consent of Counsel (contained in Exhibit 5.1).
         23.2     Consent of KPMG Peat Marwick LLP
         24.1     Power of Attorney (included in signature page on page II-4
                  herein).


Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)  To include any prospectus required by 
section 10(a)(3) of the Securities Act of 1933, as amended ("1933 Act");

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental changein the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                           Provided, however, That paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to be included


                                      II-2

<PAGE>



in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.


                  (2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant Technitrol, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Philadelphia, Commonwealth of
Pennsylvania, on June 1, 1998.

                       TECHNITROL, INC.


              By:      /s/ Thomas J. Flakoll
                       --------------------------------------------------------
                       Thomas J. Flakoll, President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

         Each person whose signature appears below constitutes and appoints
Thomas J. Flakoll and James M. Papada, III, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.


Name                                  Title                        Date
----                                  -----                        ----


/s/ Thomas J. Flakoll
-------------------------    Director, President and               June 1, 1998
Thomas J. Flakoll            Chief Executive Officer
                             (Principal Executive Officer)

/s/ Albert Thorp, III
-------------------------    Vice President - Finance              June 1, 1998
Albert Thorp, III            and Chief Financial Officer
                             (Principal Financial Officer)

/s/ James M. Papada, III
-------------------------    Director                              June 1, 1998
James M. Papada, III


/s/ Roy E. Hock
-------------------------    Director                              June 1, 1998
Roy E. Hock


/s/ J. Barton Harrison
-------------------------    Director                              June 1, 1998
J. Barton Harrison


/s/ Graham Humes
-------------------------    Director                              June 1, 1998
Graham Humes


/s/ Edward M. Mazze
-------------------------    Director                              June 1, 1998
Edward M. Mazze


/s/ Stanley E. Basara        Director                              June 1, 1998
-------------------------
Stanley E. Basara


/s/ John E. Burrows, Jr.
-------------------------    Director                              June 1, 1998
John E. Burrows, Jr.


/s/ Rajiv L. Gupta
-------------------------    Director                              June 1, 1998
Rajiv L. Gupta

/s/ Drew A. Moyer
-------------------------    Corporate Controller and              June 1, 1998
Drew A. Moyer               Secretary (Principal Accounting
                             Officer)



                                      II-4

<PAGE>


                                  EXHIBIT INDEX

       Exhibit #         Description
       ---------         -----------
         4.1      Technitrol, Inc. Board of Directors Stock Plan.
         5.1      Opinion of Counsel as to Legality of Securities being
                  registered.
         23.1     Consent of Counsel (contained in Exhibit 5.1).
         23.2     Consent of KPMG Peat Marwick LLP
         24.1     Power of Attorney (included in signature page on page II-4
                  herein).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16356}]
{"company-data": {"conformed-name": "TECHNITROL INC", "cik": "0000096763", "assigned-sic": "3640", "irs-number": "231292472", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55751", "film-number": "98640676"}, "business-address": {"street1": "1210 NORTHBROOK DR STE 385", "city": "TREVOSE", "state": "PA", "zip": "19053", "phone": "2153552900"}, "mail-address": {"street1": "1210 NORTHBROOK DR", "street2": "STE 385", "city": "TREVOSE", "state": "PA", "zip": "19053"}}
As filed with the Securities and
                       Exchange Commission on June 1,1998
                                Registration No.333-___
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           __________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           __________________________

                                TECHNITROL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Pennsylvania                                        23-1292472
-------------------------------                          ----------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification Number)

                              1210 Northbrook Drive
                                    Suite 385
                                Trevose, PA 19053
                                 (215) 355-2900
        -----------------------------------------------------------------
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                 TECHNITROL, INC. BOARD OF DIRECTORS STOCK PLAN
                 ----------------------------------------------
                            (Full title of the Plan)

                                Thomas J. Flakoll
                      President and Chief Executive Officer
                        1210 Northbrook Drive, Suite 385
                                Trevose, PA 19053
                                 (215) 355-2900
             -------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                           ___________________________

                                   Copies to:

                          James M. Papada, III, Esquire
                      Stradley, Ronon, Stevens & Young, LLP
                            2600 One Commerce Square
                      Philadelphia, Pennsylvania 19103-7098

                           ___________________________
---------------------------------------------------------------------------------------------------------------------------
                                             CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
                                                             Proposed maximum     Proposed maximum
                                           Amount to be     offering price per   aggregate offering       Amount of
  Title of securities to be registered    registered(1)            Share              price (3)       registration fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.125 par value per share    30,000 shares       $39.09375(2)          $1,172,813            $346
---------------------------------------------------------------------------------------------------------------------------
(1) Such additional, indeterminable number of shares that may be issuable by
    reason of the anti-dilution provisions of the Technitrol, Inc. Board of
    Directors Stock Plan (the "Plan") are hereby registered.

(2) Pursuant to Rule 457(h)(1) and (c), the average of the high and low prices
    per share of the Common Stock reported on the New York Stock Exchange on
    May 28, 1998 has been used to determine the registration fee.

(3) Estimated solely for the purpose of determining the registration fee.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         As used in this Registration Statement, unless the context otherwise
requires, the terms "Technitrol" and the "Company" mean Technitrol, Inc. and its
subsidiaries.

Item 3.  Incorporation of Documents by Reference.

         The following documents, previously filed by the Company with the U.S.
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are hereby incorporated by
reference in this Registration Statement, except as superseded or modified
herein:

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;

         (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;

         (c) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal covered by the annual report
referred to above; and

         (d) the description of the Company's common stock, par value $.125 per
share ("Common Stock"), contained in the Company's Registration Statement on
Form 8-A filed with the Commission on October 25, 1996, including any amendments
or reports filed for the purpose of updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Stradley, Ronon, Stevens & Young, LLP, legal counsel to the Company,
has given its opinion on the legality of the Common Stock. James M. Papada, III,
a partner of the firm, is also the Company's Chairman of the Board.

Item 6.  Indemnification of Directors and Officers.

         Article VII of the Company's Bylaws generally provides for the
indemnification of officers, directors and third parties acting on behalf of the
Company if such person acted in good faith and in a manner reasonably believed
to be in and not opposed to the best interest of the Company, and, with respect
to any criminal action or proceeding, the indemnified party had no reasonable
cause to believe his conduct was unlawful.

                                      II-1
Section 518 of the Pennsylvania Business Corporation Law permits a
corporation to include in its bylaws, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law; provided;
however, indemnification shall not be permitted in any case where the act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

         In addition, the Company maintains directors and officers insurance
under which its directors and officers are insured against certain liabilities
that may be incurred by them in their capacities as such.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a)      Exhibits:

         4.1      Technitrol, Inc. Board of Directors Stock Plan.
         5.1      Opinion of Counsel as to Legality of Securities being
                  registered.
         23.1     Consent of Counsel (contained in Exhibit 5.1).
         23.2     Consent of KPMG Peat Marwick LLP
         24.1     Power of Attorney (included in signature page on page II-4
                  herein).

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)  To include any prospectus required by 
section 10(a)(3) of the Securities Act of 1933, as amended ("1933 Act");

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental changein the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                           Provided, however, That paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to be included

                                      II-2
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant Technitrol, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Philadelphia, Commonwealth of
Pennsylvania, on June 1, 1998.

                       TECHNITROL, INC.

              By:      /s/ Thomas J. Flakoll
                       --------------------------------------------------------
                       Thomas J. Flakoll, President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

         Each person whose signature appears below constitutes and appoints
Thomas J. Flakoll and James M. Papada, III, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

Name                                  Title                        Date
----                                  -----                        ----

/s/ Thomas J. Flakoll
-------------------------    Director, President and               June 1, 1998
Thomas J. Flakoll            Chief Executive Officer
                             (Principal Executive Officer)

/s/ Albert Thorp, III
-------------------------    Vice President - Finance              June 1, 1998
Albert Thorp, III            and Chief Financial Officer
                             (Principal Financial Officer)

/s/ James M. Papada, III
-------------------------    Director                              June 1, 1998
James M. Papada, III

/s/ Roy E. Hock
-------------------------    Director                              June 1, 1998
Roy E. Hock

/s/ J. Barton Harrison
-------------------------    Director                              June 1, 1998
J. Barton Harrison

/s/ Graham Humes
-------------------------    Director                              June 1, 1998
Graham Humes

/s/ Edward M. Mazze
-------------------------    Director                              June 1, 1998
Edward M. Mazze

/s/ Stanley E. Basara        Director                              June 1, 1998
-------------------------
Stanley E. Basara

/s/ John E. Burrows, Jr.
-------------------------    Director                              June 1, 1998
John E. Burrows, Jr.

/s/ Rajiv L. Gupta
-------------------------    Director                              June 1, 1998
Rajiv L. Gupta

/s/ Drew A. Moyer
-------------------------    Corporate Controller and              June 1, 1998
Drew A. Moyer               Secretary (Principal Accounting
                             Officer)

                                      II-4
EXHIBIT INDEX

       Exhibit #         Description
       ---------         -----------
         4.1      Technitrol, Inc. Board of Directors Stock Plan.
         5.1      Opinion of Counsel as to Legality of Securities being
                  registered.
         23.1     Consent of Counsel (contained in Exhibit 5.1).
         23.2     Consent of KPMG Peat Marwick LLP
         24.1     Power of Attorney (included in signature page on page II-4
                  herein).