As filed with the Securities and Exchange Commission on October 4, 1995
                                                      Registration No. 33-_____
_______________________________________________________________________________

                      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 of organization)         Identification Number)

                       1210 Northbrook Drive, Suite 385
                         Trevose, Pennsylvania  19053
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                               ________________

      PULSE ENGINEERING, INC. 1991 LONG-TERM INCENTIVE STOCK OPTION PLAN
         PULSE ENGINEERING, INC. BOARD OF DIRECTORS STOCK OPTION PLAN
          PULSE ENGINEERING, INC. SENIOR MANAGEMENT STOCK OPTION PLAN
            PULSE ENGINEERING, INC. NONQUALIFIED STOCK OPTION PLAN
                               -----------------
                               THOMAS J. FLAKOLL
                                   President
                               Technitrol, Inc.
                       1210 Northbrook Drive, Suite 385
                         Trevose, Pennsylvania  19053
                                (215) 355-2900
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               ----------------
                                   Copy to:
                         James M. Papada, III, Esquire
                       Stradley, Ronon, Stevens & Young
                           2600 One Commerce Square
                       Philadelphia, Pennsylvania  19103
                                (215) 564-8000
                              Fax: (215) 564-8120

<PAGE>
<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
__________________________________________________________________________________________________________________________
<S>                                       <C>               <C>                   <C>                    <C>
                                                            Proposed Maximum      Proposed Maximum
                                          Amount to be      Offering Price Per    Aggregate Offering     Amount of
Title of Securities to be Registered      Registered        Share (2)             Price (2)              Registration Fee

Common Stock,
$0.125

Upon exercise of options under the
Pulse Engineering, Inc. 1991 Long-term
Incentive Stock Option Plan, the
Pulse Engineering, Inc. Board of
Directors Stock Option Plan,
the Pulse Engineering, Inc.
Senior Management Stock Option Plan
and the Pulse Engineering, Inc.
NonQualified Stock Option Plan(1)         253,306 shares    $15.75                $3,989,569.50          $1,375.00

__________________________________________________________________________________________________________________________

(1) Pursuant to an Agreement and Plan of Merger dated as of May 23, 1995 (the "Merger Agreement"), among the registrant,
    Teco Sub, Inc. and Pulse Engineering, Inc. ("Pulse"), the Registrant assumed all of the outstanding options to
    purchase common stock of Pulse under the Pulse Engineering, Inc. 1991 Long-term Incentive Stock Option Plan, the Pulse
    Engineering, Inc. Board of Directors Stock Option Plan, the Pulse Engineering, Inc. Senior Management Stock Option
    Plan and the Pulse Engineering, Inc. NonQualified Stock Option Plan (the "Assumed Options"), with appropriate
    adjustments to the number of shares and exercise price of each Assumed Option to reflect the ratio at which the common
    stock of Pulse was converted into common stock of the Registrant under the Merger Agreement.

(2) Estimated in accordance with Rule 457(h)(1) solely for the purpose of computing the amount of the registration fee
    based on the average of the high ($16.00) and low ($15.50) prices of the Company's Common Stock as reported on the
    American Stock Exchange on September 27, 1995.
__________________________________________________________________________________________________________________________
</TABLE>
<PAGE>
                               TECHNITROL, INC.
                      REGISTRATION STATEMENT ON FORM S-8

                                   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
Commission pursuant to the Exchange 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, 1994 filed March 21, 1995, pursuant to Section 13 of
     the Securities Exchange Act of 1934, as amended (the "1934 Act");

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1995 filed May 2, 1995, pursuant to Section 13 of the
     1934 Act;

          (c)  the Company's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 1995 filed August 11, 1995, pursuant to Section 13 of the
     1934 Act; and

          (d)  the Company's Form S-4 Registration Statement filed August 21,
     1995, pursuant to the Securities Act of 1933, as amended (the "Securities
     Act").

     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.
<PAGE>
Item 4.   Description of Securities.

          Not Applicable

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable

Item 6.   Indemnification of Directors and Officers.

          Pennsylvania law authorizes a court to award, or a corporation's
Board of Directors to grant indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act.

          The Bylaws of the Company provide that: (i) the Company is required
to indemnify its officers and directors to the fullest extent permitted by
law, including those circumstances in which indemnification would othewise be
discretionary; (ii) the Company is required to advance expenses to its
officers and directors as incurred, provided that they undertake to repay the
amount advanced if its is ultimately determined that they are not entitled to
indemnifiction; and (iii) the Company is authorized to enter into
indemnification agreements with its officer, directors and employees.

          The Company carries Directors' and Officers' Liability and Corporate
Reimbursement Insurance.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

          Exhibit
          Number                    Description
          ------  ------------------------------------------------------------
          4.1     Pulse Engineering, Inc. 1991 Long-Term Incentive Stock
                  Option Plan
          4.2     Pulse Engineering, Inc. Board of Directors Stock Option Plan
          4.3     Pulse Engineering, Inc. Senior Management Stock Option Plan
          4.4     Pulse Engineering, Inc. Nonqualified Stock Option 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 Independant Accountants
          24.1    Power of Attorney

<PAGE>
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 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.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities 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 Act and will be governed by the final adjudication of such
issue.

<PAGE>
                                  SIGNATURES


     Pursuant to the requirement sof 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 Philadlephia,
Commonwealth of Pennsylvania, on September 29, 1995.

                                     TECNITROL, INC.


                                By:  /s/ Thomas J. Flakoll
                                     -----------------------------------------
                                     Thomas J. Flakoll, President and Director
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As filed with the Securities and Exchange Commission on October 4, 1995
                                                      Registration No. 33-_____
_______________________________________________________________________________

                      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 of organization)         Identification Number)

                       1210 Northbrook Drive, Suite 385
                         Trevose, Pennsylvania  19053
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                               ________________

      PULSE ENGINEERING, INC. 1991 LONG-TERM INCENTIVE STOCK OPTION PLAN
         PULSE ENGINEERING, INC. BOARD OF DIRECTORS STOCK OPTION PLAN
          PULSE ENGINEERING, INC. SENIOR MANAGEMENT STOCK OPTION PLAN
            PULSE ENGINEERING, INC. NONQUALIFIED STOCK OPTION PLAN
                               -----------------
                               THOMAS J. FLAKOLL
                                   President
                               Technitrol, Inc.
                       1210 Northbrook Drive, Suite 385
                         Trevose, Pennsylvania  19053
                                (215) 355-2900
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               ----------------
                                   Copy to:
                         James M. Papada, III, Esquire
                       Stradley, Ronon, Stevens & Young
                           2600 One Commerce Square
                       Philadelphia, Pennsylvania  19103
                                (215) 564-8000
                              Fax: (215) 564-8120
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        Share (2)             Price (2)              Registration Fee

Common Stock,
$0.125

Upon exercise of options under the
Pulse Engineering, Inc. 1991 Long-term
Incentive Stock Option Plan, the
Pulse Engineering, Inc. Board of
Directors Stock Option Plan,
the Pulse Engineering, Inc.
Senior Management Stock Option Plan
and the Pulse Engineering, Inc.
NonQualified Stock Option Plan(1)         253,306 shares    $15.75                $3,989,569.50          $1,375.00

__________________________________________________________________________________________________________________________

(1) Pursuant to an Agreement and Plan of Merger dated as of May 23, 1995 (the "Merger Agreement"), among the registrant,
    Teco Sub, Inc. and Pulse Engineering, Inc. ("Pulse"), the Registrant assumed all of the outstanding options to
    purchase common stock of Pulse under the Pulse Engineering, Inc. 1991 Long-term Incentive Stock Option Plan, the Pulse
    Engineering, Inc. Board of Directors Stock Option Plan, the Pulse Engineering, Inc. Senior Management Stock Option
    Plan and the Pulse Engineering, Inc. NonQualified Stock Option Plan (the "Assumed Options"), with appropriate
    adjustments to the number of shares and exercise price of each Assumed Option to reflect the ratio at which the common
    stock of Pulse was converted into common stock of the Registrant under the Merger Agreement.

(2) Estimated in accordance with Rule 457(h)(1) solely for the purpose of computing the amount of the registration fee
    based on the average of the high ($16.00) and low ($15.50) prices of the Company's Common Stock as reported on the
    American Stock Exchange on September 27, 1995.
__________________________________________________________________________________________________________________________
TECHNITROL, INC.
                      REGISTRATION STATEMENT ON FORM S-8

                                   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
Commission pursuant to the Exchange 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, 1994 filed March 21, 1995, pursuant to Section 13 of
     the Securities Exchange Act of 1934, as amended (the "1934 Act");

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1995 filed May 2, 1995, pursuant to Section 13 of the
     1934 Act;

          (c)  the Company's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 1995 filed August 11, 1995, pursuant to Section 13 of the
     1934 Act; and

          (d)  the Company's Form S-4 Registration Statement filed August 21,
     1995, pursuant to the Securities Act of 1933, as amended (the "Securities
     Act").

     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.

          Not Applicable

Item 6.   Indemnification of Directors and Officers.

          Pennsylvania law authorizes a court to award, or a corporation's
Board of Directors to grant indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act.

          The Bylaws of the Company provide that: (i) the Company is required
to indemnify its officers and directors to the fullest extent permitted by
law, including those circumstances in which indemnification would othewise be
discretionary; (ii) the Company is required to advance expenses to its
officers and directors as incurred, provided that they undertake to repay the
amount advanced if its is ultimately determined that they are not entitled to
indemnifiction; and (iii) the Company is authorized to enter into
indemnification agreements with its officer, directors and employees.

          The Company carries Directors' and Officers' Liability and Corporate
Reimbursement Insurance.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

          Exhibit
          Number                    Description
          ------  ------------------------------------------------------------
          4.1     Pulse Engineering, Inc. 1991 Long-Term Incentive Stock
                  Option Plan
          4.2     Pulse Engineering, Inc. Board of Directors Stock Option Plan
          4.3     Pulse Engineering, Inc. Senior Management Stock Option Plan
          4.4     Pulse Engineering, Inc. Nonqualified Stock Option 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 Independant Accountants
          24.1    Power of Attorney
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 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.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant to the requirement sof 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 Philadlephia,
Commonwealth of Pennsylvania, on September 29, 1995.

                                     TECNITROL, INC.

                                By:  /s/ Thomas J. Flakoll
                                     -----------------------------------------
                                     Thomas J. Flakoll, President and Director