AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2001
                        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. 2001 STOCK OPTION PLAN

                            (Full title of each Plan)

                                  DREW A. MOYER
                       CORPORATE CONTROLLER AND SECRETARY
                              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:
                            _________________________

                               ERIC D. SCHOENBORN
                      STRADLEY, RONON, STEVENS & YOUNG, LLP
                          WOODLAND FALLS CORPORATE PARK
                         210 LAKE DRIVE EAST, SUITE 102
                          CHERRY HILL, NEW JERSEY 08002

                            _________________________


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                    CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                    <C>                   <C>
                                           AMOUNT TO BE      PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)     OFFERING PRICE PER     AGGREGATE OFFERING   REGISTRATION
                                                                   SHARE                PRICE (3)            FEE
----------------------------------------------------------------------------------------------------------------------

Common Stock, $.125 par value per share      1,000,000             $21.06  (2)      $21,060,000      $5,265
                                              shares
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Such  additional,  indeterminable  number of shares that may be issuable by
     reason of the anti-dilution  provisions of the Technitrol,  Inc. 2001 Stock
     Option Plan ( "Plan") is hereby registered.

(2)  Pursuant to Rule  457(h)(1) and (c), the average of the high and low prices
     per share of Common Stock  reported on the New York Stock  Exchange on June
     26, 2001 has been used to determine the registration fee.

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



<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  and the term "Plan"  shall mean the  Technitrol,  Inc.  2001 Stock
Option Plan.

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The  following  documents,  previously  filed by the Company  with the U.S.
Securities  and Exchange  Commission  ("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 29, 2000;

     (b) 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 in (a) above; and

     (c) 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/A dated July 5, 2000, 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.
         --------------------------------------

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     The Pennsylvania Business Corporation Law generally provides that a company
shall have the power to indemnify  its  officers,  directors  and other  parties
acting on behalf of the  company  if such  person  acted in good  faith and in a
manner reasonably believed to be in, or 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.  Sections 1
and  2  of  Article  VII  of  the   Company's   Bylaws   provide  for  mandatory
indemnification  in such  circumstances.  Under  Section 3 of  Article  VII,  an
independent   determination  of  disinterested   directors,   legal  counsel  or
shareholders  of the Company  will  determine  whether the person is entitled to
indemnification under Sections 1 and 2. In addition, Section 5 of Article VII of
the  Bylaws  provides  for  advancement  of  expenses  in  advance  of the final
disposition of any action, suit or proceeding upon receipt of an undertaking, by
or on behalf of the person who may be entitled to indemnification under Sections
1, 2 and 4 of  Article  VII,  to repay  such  amount if it shall  ultimately  be
determined that he is not entitled to be indemnified by the Company.

     The  Pennsylvania  Business  Corporation  Law also 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


<PAGE>

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.  Section 4 of Article VII of the  Company's  Bylaws  generally
provides  for  mandatory  indemnification  of officers and  directors  acting on
behalf of the Company, except that 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.  Indemnification
under Section 4 will be provided without the independent  determination required
by Section 3 as described above.

     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. 2001 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 Certified Public Accountants.

          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  change in 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  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the

                                      II-2
<PAGE>

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 Trevose, Pennsylvania, on June 28, 2001.

                             TECHNITROL, INC.

                             By: /s/ James M. Papada, III
                                 ------------------------------------------
                                 James M. Papada, III,
                                 Chairman, 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 Drew A.
Moyer 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/ James M. Papada, III      Chairman, President and              June 28, 2001
---------------------------   Chief Executive Officer
James M. Papada, III          (Principal Executive Officer)

/s/ Albert Thorp, III         Vice President - Finance             June 28, 2001
---------------------------   and Chief Financial Officer
Albert Thorp, III             (Principal Financial Officer)

/s/ Drew A. Moyer             Corporate Controller and             June 28, 2001
---------------------------   Secretary
Drew A. Moyer                 (Principal Accounting Officer)


/s/ David H. Hofmann          Director                             June 28, 2001
---------------------------
David H. Hofmann


/s/ J. Barton Harrison        Director                             June 28, 2001
---------------------------
J. Barton Harrison


/s/ Graham Humes              Director                             June 28, 2001
---------------------------
Graham Humes


/s/ Edward M. Mazze           Director                             June 28, 2001
---------------------------
Edward M. Mazze


/s/ Stanley E. Basara         Director                             June 28, 2001
---------------------------
Stanley E. Basara


/s/ John E. Burrows, Jr.      Director                             June 28, 2001
---------------------------
John E. Burrows, Jr.


/s/ Rajiv L. Gupta            Director                             June 28, 2001
---------------------------
Rajiv L. Gupta

                                      II-4
<PAGE>




                                  EXHIBIT INDEX



             Exhibit #        Description
             ---------        -----------

               4.1            Technitrol, Inc. 2001 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 Certified Public Accountants

               24.1           Power of Attorney  (included in signature  page on
                              page II-4 herein).
[{"type": "S-8", "sequence": "1", "filename": "technitrol_sops8.txt", "description": "S-8", "secsgml_size_bytes": 17647}]
{"company-data": {"conformed-name": "TECHNITROL INC", "cik": "0000096763", "assigned-sic": "3679", "irs-number": "231292472", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64068", "film-number": "1670426"}, "business-address": {"street1": "1210 NORTHBROOK DR", "street2": "SUITE 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 28, 2001
                        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. 2001 STOCK OPTION PLAN

                            (Full title of each Plan)

                                  DREW A. MOYER
                       CORPORATE CONTROLLER AND SECRETARY
                              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:
                            _________________________

                               ERIC D. SCHOENBORN
                      STRADLEY, RONON, STEVENS & YOUNG, LLP
                          WOODLAND FALLS CORPORATE PARK
                         210 LAKE DRIVE EAST, SUITE 102
                          CHERRY HILL, NEW JERSEY 08002

                            _________________________
----------------------------------------------------------------------------------------------------------------------
                                                    CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
AMOUNT TO BE      PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)     OFFERING PRICE PER     AGGREGATE OFFERING   REGISTRATION
                                                                   SHARE                PRICE (3)            FEE
----------------------------------------------------------------------------------------------------------------------

Common Stock, $.125 par value per share      1,000,000             $21.06  (2)      $21,060,000      $5,265
                                              shares
----------------------------------------------------------------------------------------------------------------------
(1)  Such  additional,  indeterminable  number of shares that may be issuable by
     reason of the anti-dilution  provisions of the Technitrol,  Inc. 2001 Stock
     Option Plan ( "Plan") is hereby registered.

(2)  Pursuant to Rule  457(h)(1) and (c), the average of the high and low prices
     per share of Common Stock  reported on the New York Stock  Exchange on June
     26, 2001 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  and the term "Plan"  shall mean the  Technitrol,  Inc.  2001 Stock
Option Plan.

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The  following  documents,  previously  filed by the Company  with the U.S.
Securities  and Exchange  Commission  ("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 29, 2000;

     (b) 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 in (a) above; and

     (c) 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/A dated July 5, 2000, 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.
         --------------------------------------

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     The Pennsylvania Business Corporation Law generally provides that a company
shall have the power to indemnify  its  officers,  directors  and other  parties
acting on behalf of the  company  if such  person  acted in good  faith and in a
manner reasonably believed to be in, or 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.  Sections 1
and  2  of  Article  VII  of  the   Company's   Bylaws   provide  for  mandatory
indemnification  in such  circumstances.  Under  Section 3 of  Article  VII,  an
independent   determination  of  disinterested   directors,   legal  counsel  or
shareholders  of the Company  will  determine  whether the person is entitled to
indemnification under Sections 1 and 2. In addition, Section 5 of Article VII of
the  Bylaws  provides  for  advancement  of  expenses  in  advance  of the final
disposition of any action, suit or proceeding upon receipt of an undertaking, by
or on behalf of the person who may be entitled to indemnification under Sections
1, 2 and 4 of  Article  VII,  to repay  such  amount if it shall  ultimately  be
determined that he is not entitled to be indemnified by the Company.

     The  Pennsylvania  Business  Corporation  Law also 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.  Section 4 of Article VII of the  Company's  Bylaws  generally
provides  for  mandatory  indemnification  of officers and  directors  acting on
behalf of the Company, except that 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.  Indemnification
under Section 4 will be provided without the independent  determination required
by Section 3 as described above.

     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. 2001 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 Certified Public Accountants.

          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  change in 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  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the

                                      II-2
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 Trevose, Pennsylvania, on June 28, 2001.

                             TECHNITROL, INC.

                             By: /s/ James M. Papada, III
                                 ------------------------------------------
                                 James M. Papada, III,
                                 Chairman, 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 Drew A.
Moyer 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/ James M. Papada, III      Chairman, President and              June 28, 2001
---------------------------   Chief Executive Officer
James M. Papada, III          (Principal Executive Officer)

/s/ Albert Thorp, III         Vice President - Finance             June 28, 2001
---------------------------   and Chief Financial Officer
Albert Thorp, III             (Principal Financial Officer)

/s/ Drew A. Moyer             Corporate Controller and             June 28, 2001
---------------------------   Secretary
Drew A. Moyer                 (Principal Accounting Officer)

/s/ David H. Hofmann          Director                             June 28, 2001
---------------------------
David H. Hofmann

/s/ J. Barton Harrison        Director                             June 28, 2001
---------------------------
J. Barton Harrison

/s/ Graham Humes              Director                             June 28, 2001
---------------------------
Graham Humes

/s/ Edward M. Mazze           Director                             June 28, 2001
---------------------------
Edward M. Mazze

/s/ Stanley E. Basara         Director                             June 28, 2001
---------------------------
Stanley E. Basara

/s/ John E. Burrows, Jr.      Director                             June 28, 2001
---------------------------
John E. Burrows, Jr.

/s/ Rajiv L. Gupta            Director                             June 28, 2001
---------------------------
Rajiv L. Gupta

                                      II-4
EXHIBIT INDEX

             Exhibit #        Description
             ---------        -----------

               4.1            Technitrol, Inc. 2001 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 Certified Public Accountants

               24.1           Power of Attorney  (included in signature  page on
                              page II-4 herein).