Registration
                                   Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                              ALTRON INCORPORATED
               (Exact name of issuer as specified in its charter)

                Massachusetts                  04-2464301
         (State of Incorporation) (IRS Employer Identification Number)

                One Jewel Drive, Wilmington, Massachusetts 01887
                    (Address of Principal Executive Offices)

                                 (508) 658-5800
              (Registrant's telephone number, including area code)

                               ALTRON INCORPORATED
                1996 Stock Option Plan for Non-Employee Directors
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               l01 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                        Proposed     Proposed
 Title of                               Maximum      Maximum
Securities            Amount            Offering     Aggregate      Amount of
  to be                to be             Price       Offering      Registration
Registered         Registered(l)       Per Share       Price           Fee(2)

Common Stock,       37,500 shares      $19.1875      $719,531.25     $249.00



(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement relates.

(2)      The  registration fee has been calculated with respect to 37,500 shares
         registered  on the basis of the average of the high and low sale prices
         on the National  Association of Securities Dealers Automated  Quotation
         System ("NASDAQ") on August 9, 1996.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  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 a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus  filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable
<PAGE>
Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia,
Jr.,  who is a  stockholder  of  Hutchins,  Wheeler &  Dittmar,  A  Professional
Corporation,  is Clerk and a Director of the Company.  Mr.  Medaglia owns 69,672
shares of the  Company's  Common  Stock,  17,212  shares  of which he  disclaims
beneficial ownership.  In addition,  Mr. Medaglia holds non-qualified options to
purchase an aggregate of 61,875 shares of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers

         Section 67 of Chapter 156B of the General Laws of the  Commonwealth  of
Massachusetts provides as follows:

         "Section 67.  Indemnification  of  directors,  officers,  employees and
other  agents  of a  corporation,  and  persons  who  serve  at its  request  as
directors,  officers, employees or other agents of another organization,  or who
serve at its request in any capacity with respect to any employee  benefit plan,
may be provided by it to whatever  extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote  adopted  by the  holders  of a  majority  of the  shares  of stock
entitled  to vote on the  election  of  directors.  Except  as the  articles  of
organization  or  by-laws  otherwise  require,  indemnification  of any  persons
referred to in the preceding  sentence who are not directors of the  corporation
may  be  provided  by it  to  the  extent  authorized  by  the  directors.  Such
indemnification  may include payment by the corporation of expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding,  upon receipt of an undertaking by the
person  indemnified  to repay such payment if he shall be  adjudicated to be not
entitled to indemnification under this section which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer,  director,  employee or agent of the  corporation  or of such
other organization or no longer serves with respect to any such employee benefit
plan.

         No indemnification shall be provided for any person with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

         The  absence of any express  provision  for  indemnification  shall not
limit any right of indemnification existing independently of this section.

         A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation, or is or was serving at
<PAGE>
the request of the corporation as a director,  officer,  employee or other agent
of another  organization or with respect to any employee  benefit plan,  against
any liability incurred by him in any such capacity, or arising out of his status
as such,  whether or not the  corporation  would have the power to indemnify him
against such liability."

         Article 7 of the By-laws of the Company provides as follows:

                                    ARTICLE 7

                     Indemnification of Directors and Others

         Section 7.1   Definitions

         For purposes of this Article 7:

         (a) "Director/officer" means any person who is serving or has served as
a Director,  officer,  employee or other agent of the  Corporation  appointed or
elected by the Board of Directors or the stockholders of the Corporation, or who
is serving  or has  served at the  request  of the  Corporation  as a  Director,
officer,  trustee,  principal,  partner,  employee  or other  agent of any other
organization.

         (b)  "Proceeding"  means  any  action,  suit or  proceeding,  civil  or
criminal, brought or threatened in or before any court, tribunal, administrative
or legislative body or agency.

         (c) "Expense"  means any fine or penalty,  and any liability fixed by a
judgment, order, decree or award in a Proceeding,  any amount reasonably paid in
settlement of a Proceeding  and any  professional  fees and other  disbursements
reasonably incurred in connection with a Proceeding.

         Section 7.2   Right to Indemnification

         Except as limited by law or as provided in Sections 7.3 and 7.4 of this
Article 7, each  Director/officer  (and his heirs and personal  representatives)
shall be indemnified by the Corporation  against any Expense  incurred by him in
connection  with  each  Proceeding  in which he is  involved  as a result of his
serving or having served as a Director/officer.

         Section 7.3   Indemnification not Available

         No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been  adjudicated  that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the Corporation.
<PAGE>
         Section 7.4   Compromise or Settlement

         In the event  that a  Proceeding  is  compromised  or  settled so as to
impose  any  liability  or  obligation  on  a   Director/officer   or  upon  the
Corporation,  no indemnification  shall be provided as to said  Director/officer
with  respect  to such  Proceeding  if such  Director/officer  shall  have  been
adjudicated  not to have acted in good faith in the  reasonable  belief that his
action was in the best interests of the Corporation.

         Section 7.5   Advances

         The Corporation shall pay sums on account of indemnification in advance
of a final  disposition  of a Proceeding,  upon receipt of an undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

         Section 7.6   Not Exclusive

         Nothing  in  this   Article  7  shall   limit  any  lawful   rights  to
indemnification existing independently of this Article 7.

         Section 7.7   Insurance

         The provisions of this Article 7 shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/officer  against any Expense,  whether or not the Corporation would
have the power to indemnify him against such Expense under this Article 7.

         Item 7.  Exemption from Registration Claimed

         Not Applicable.

         Item 8.  Exhibits

         Number    Description

             4A    Altron Incorporated 1996 Stock Option Plan for
                   Non-Employee Directors.

             5     Opinion of Hutchins, Wheeler & Dittmar, A Professional
                   Corporation, as to legality of shares being registered and
                   consent of Hutchins, Wheeler & Dittmar, A Professional
                   Corporation.
<PAGE>
             23    Consents of Independent Public Accountants - included
                   in Registration Statement under heading "Consent of
                   Independent Public Accountants."

        Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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;

                 (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  change  in  the  information  set
                      forth in the 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)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference 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
<PAGE>
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) The  undersigned  registrant  hereby  undertakes,  that,  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  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  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 Wilmington, Massachusetts on August 12, 1996.

                                          ALTRON INCORPORATED


                                          By /s/ Samuel Altschuler
                                          Samuel Altschuler
                                          President

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

    Signature                        Title                      Date

/s/ Samuel Altschuler                                          August 12, 1996
- ------------------------------   Chairman of the Board
Samuel Altschuler                of Directors and
                                 President (principal
                                 executive officer)


/s/ Burton Doo                                                August 12, 1996
- ------------------------------   Executive Vice
Burton Doo                       President and Director


/s/ Peter D. Brennan                                          August 12, 1996
- ------------------------------   Vice President, Chief
Peter D. Brennan                 Financial Officer and
                                 Treasurer (principal
                                 financial and accounting
                                 officer)

/s/ Anthony J. Medaglia, Jr.     Director                      August 12, 1996
- ----------------------------
Anthony J. Medaglia, Jr.


/s/ Daniel A. Cronin, Jr.        Director                      August 12, 1996
- ------------------------------
Daniel A. Cronin, Jr.


/s/ Thomas M. Claflin, II        Director                      August 12, 1996
- -----------------------------
Thomas M. Claflin, II
<PAGE>

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

      As independent public accountants,  we hereby consent to the incorporation
by  reference  in this  Registration  Statement  on Form S-8 of our report dated
March 1, 1996,  included in Altron  Incorporated's  Form 10-K for the year ended
December  30,  1995  and  to  all  references  to  our  Firm  included  in  this
Registration Statement.

                                         /s/ Arthur Andersen LLP
                                        Arthur Andersen LLP


Boston, Massachusetts
August 13, 1996
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549







                                    EXHIBITS

                                       to

                                    FORM S-8






                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933









                               ALTRON INCORPORATED
             (Exact name of registrant as specified in its charter)
[{"type": "S-8", "sequence": "1", "description": "ALTRON INCORPORATED S-8", "secsgml_size_bytes": 19459}]
{"company-data": {"conformed-name": "ALTRON INC", "cik": "0000741339", "assigned-sic": "3672", "irs-number": "042464301", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10097", "film-number": "96610910"}, "business-address": {"street1": "ONE JEWEL DR", "city": "WILMINGTON", "state": "MA", "zip": "01887", "phone": "5086585800"}, "mail-address": {"street1": "ONE JEWEL DRIVE", "city": "WILMINGTON", "state": "MA", "zip": "01887"}}
Registration
                                   Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                              ALTRON INCORPORATED
               (Exact name of issuer as specified in its charter)

                Massachusetts                  04-2464301
         (State of Incorporation) (IRS Employer Identification Number)

                One Jewel Drive, Wilmington, Massachusetts 01887
                    (Address of Principal Executive Offices)

                                 (508) 658-5800
              (Registrant's telephone number, including area code)

                               ALTRON INCORPORATED
                1996 Stock Option Plan for Non-Employee Directors
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               l01 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                        Proposed     Proposed
 Title of                               Maximum      Maximum
Securities            Amount            Offering     Aggregate      Amount of
  to be                to be             Price       Offering      Registration
Registered         Registered(l)       Per Share       Price           Fee(2)

Common Stock,       37,500 shares      $19.1875      $719,531.25     $249.00

(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement relates.

(2)      The  registration fee has been calculated with respect to 37,500 shares
         registered  on the basis of the average of the high and low sale prices
         on the National  Association of Securities Dealers Automated  Quotation
         System ("NASDAQ") on August 9, 1996.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  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 a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus  filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable
Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia,
Jr.,  who is a  stockholder  of  Hutchins,  Wheeler &  Dittmar,  A  Professional
Corporation,  is Clerk and a Director of the Company.  Mr.  Medaglia owns 69,672
shares of the  Company's  Common  Stock,  17,212  shares  of which he  disclaims
beneficial ownership.  In addition,  Mr. Medaglia holds non-qualified options to
purchase an aggregate of 61,875 shares of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers

         Section 67 of Chapter 156B of the General Laws of the  Commonwealth  of
Massachusetts provides as follows:

         "Section 67.  Indemnification  of  directors,  officers,  employees and
other  agents  of a  corporation,  and  persons  who  serve  at its  request  as
directors,  officers, employees or other agents of another organization,  or who
serve at its request in any capacity with respect to any employee  benefit plan,
may be provided by it to whatever  extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote  adopted  by the  holders  of a  majority  of the  shares  of stock
entitled  to vote on the  election  of  directors.  Except  as the  articles  of
organization  or  by-laws  otherwise  require,  indemnification  of any  persons
referred to in the preceding  sentence who are not directors of the  corporation
may  be  provided  by it  to  the  extent  authorized  by  the  directors.  Such
indemnification  may include payment by the corporation of expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding,  upon receipt of an undertaking by the
person  indemnified  to repay such payment if he shall be  adjudicated to be not
entitled to indemnification under this section which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer,  director,  employee or agent of the  corporation  or of such
other organization or no longer serves with respect to any such employee benefit
plan.

         No indemnification shall be provided for any person with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

         The  absence of any express  provision  for  indemnification  shall not
limit any right of indemnification existing independently of this section.

         A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation, or is or was serving at
the request of the corporation as a director,  officer,  employee or other agent
of another  organization or with respect to any employee  benefit plan,  against
any liability incurred by him in any such capacity, or arising out of his status
as such,  whether or not the  corporation  would have the power to indemnify him
against such liability."

         Article 7 of the By-laws of the Company provides as follows:

                                    ARTICLE 7

                     Indemnification of Directors and Others

         Section 7.1   Definitions

         For purposes of this Article 7:

         (a) "Director/officer" means any person who is serving or has served as
a Director,  officer,  employee or other agent of the  Corporation  appointed or
elected by the Board of Directors or the stockholders of the Corporation, or who
is serving  or has  served at the  request  of the  Corporation  as a  Director,
officer,  trustee,  principal,  partner,  employee  or other  agent of any other
organization.

         (b)  "Proceeding"  means  any  action,  suit or  proceeding,  civil  or
criminal, brought or threatened in or before any court, tribunal, administrative
or legislative body or agency.

         (c) "Expense"  means any fine or penalty,  and any liability fixed by a
judgment, order, decree or award in a Proceeding,  any amount reasonably paid in
settlement of a Proceeding  and any  professional  fees and other  disbursements
reasonably incurred in connection with a Proceeding.

         Section 7.2   Right to Indemnification

         Except as limited by law or as provided in Sections 7.3 and 7.4 of this
Article 7, each  Director/officer  (and his heirs and personal  representatives)
shall be indemnified by the Corporation  against any Expense  incurred by him in
connection  with  each  Proceeding  in which he is  involved  as a result of his
serving or having served as a Director/officer.

         Section 7.3   Indemnification not Available

         No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been  adjudicated  that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the Corporation.
Section 7.4   Compromise or Settlement

         In the event  that a  Proceeding  is  compromised  or  settled so as to
impose  any  liability  or  obligation  on  a   Director/officer   or  upon  the
Corporation,  no indemnification  shall be provided as to said  Director/officer
with  respect  to such  Proceeding  if such  Director/officer  shall  have  been
adjudicated  not to have acted in good faith in the  reasonable  belief that his
action was in the best interests of the Corporation.

         Section 7.5   Advances

         The Corporation shall pay sums on account of indemnification in advance
of a final  disposition  of a Proceeding,  upon receipt of an undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

         Section 7.6   Not Exclusive

         Nothing  in  this   Article  7  shall   limit  any  lawful   rights  to
indemnification existing independently of this Article 7.

         Section 7.7   Insurance

         The provisions of this Article 7 shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/officer  against any Expense,  whether or not the Corporation would
have the power to indemnify him against such Expense under this Article 7.

         Item 7.  Exemption from Registration Claimed

         Not Applicable.

         Item 8.  Exhibits

         Number    Description

             4A    Altron Incorporated 1996 Stock Option Plan for
                   Non-Employee Directors.

             5     Opinion of Hutchins, Wheeler & Dittmar, A Professional
                   Corporation, as to legality of shares being registered and
                   consent of Hutchins, Wheeler & Dittmar, A Professional
                   Corporation.
23    Consents of Independent Public Accountants - included
                   in Registration Statement under heading "Consent of
                   Independent Public Accountants."

        Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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;

                 (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  change  in  the  information  set
                      forth in the 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)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference 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) The  undersigned  registrant  hereby  undertakes,  that,  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  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  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 Wilmington, Massachusetts on August 12, 1996.

                                          ALTRON INCORPORATED

                                          By /s/ Samuel Altschuler
                                          Samuel Altschuler
                                          President

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

    Signature                        Title                      Date

/s/ Samuel Altschuler                                          August 12, 1996
- ------------------------------   Chairman of the Board
Samuel Altschuler                of Directors and
                                 President (principal
                                 executive officer)

/s/ Burton Doo                                                August 12, 1996
- ------------------------------   Executive Vice
Burton Doo                       President and Director

/s/ Peter D. Brennan                                          August 12, 1996
- ------------------------------   Vice President, Chief
Peter D. Brennan                 Financial Officer and
                                 Treasurer (principal
                                 financial and accounting
                                 officer)

/s/ Anthony J. Medaglia, Jr.     Director                      August 12, 1996
- ----------------------------
Anthony J. Medaglia, Jr.

/s/ Daniel A. Cronin, Jr.        Director                      August 12, 1996
- ------------------------------
Daniel A. Cronin, Jr.

/s/ Thomas M. Claflin, II        Director                      August 12, 1996
- -----------------------------
Thomas M. Claflin, II
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

      As independent public accountants,  we hereby consent to the incorporation
by  reference  in this  Registration  Statement  on Form S-8 of our report dated
March 1, 1996,  included in Altron  Incorporated's  Form 10-K for the year ended
December  30,  1995  and  to  all  references  to  our  Firm  included  in  this
Registration Statement.

                                         /s/ Arthur Andersen LLP
                                        Arthur Andersen LLP

Boston, Massachusetts
August 13, 1996
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                               ALTRON INCORPORATED
             (Exact name of registrant as specified in its charter)