

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                         Commission file number 0-16182


                              VERNITRON CORPORATION
             (Exact name of registrant as specified in its charter)


          Delaware                                            11-1962029
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)

             645 Madison Avenue                     
             New York, New York                                 10022
 (Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (212) 593-7900


Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

                            Yes   X    No 
                                 ---      --- 

2,561,920 shares of Common Stock, $.01 par value, were outstanding as of
November 7, 1996.


<PAGE>

                              VERNITRON CORPORATION
                                      INDEX

                                                                    Page
                                                                    ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited):                            

  Condensed Consolidated Statements of Operations -
  Quarter Ended September 30, 1996 and 1995                           3

  Condensed Consolidated Statements of Operations -
  Nine Months Ended September 30, 1996 and 1995                       4

  Condensed Consolidated Balance Sheets -
  September 30, 1996 and December 31, 1995                            5

  Condensed Consolidated Statements of Cash Flows-
  Nine Months Ended September 30, 1996 and 1995                       6

  Notes to Condensed Consolidated Financial Statements                7


Item 2.  Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                11


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                            14

SIGNATURES                                                           14


                                       2
<PAGE>

PART 1. FINANCIAL INFORMATION

ITEM I. Financial Statements

                              VERNITRON CORPORATION
                 Condensed Consolidated Statements of Operations
            (Unaudited, dollars in thousands, except per share data)

                                                    Quarter Ended September 30,
                                                     -------------------------
                                                         1996          1995
                                                     -----------   -----------

Net Sales                                            $    27,640   $    15,633

Cost of sales                                             20,863        11,806
Selling, general and administrative expenses               4,938         2,848
Amortization of intangible assets                             79            53
                                                     -----------   -----------

Operating income                                           1,760           926

Interest expense                                           1,012           497
Other (income) expense                                        (4)          234
                                                     -----------   -----------

Income before taxes                                          752           195

Charge in lieu of taxes                                      323            76
                                                     -----------   -----------

Net income                                                   429           119

Preferred stock dividends                                    221           159
                                                     -----------   -----------

Net income (loss) applicable to common shareholders  $       208   $       (40)
                                                     ===========   ===========


Earnings (loss) per share:                           $      0.08   $     (0.02)
                                                     ===========   ===========

Weighted average common shares outstanding             2,757,746     2,508,155
                                                     ===========   ===========


           See notes to condensed consolidated financial statements.


                                       3
<PAGE>

                              VERNITRON CORPORATION
                 Condensed Consolidated Statements of Operations
            (Unaudited, dollars in thousands, except per share data)

                                                       Nine Months Ended 
                                                           September 30,
                                                   ------------------------
                                                         1996          1995
                                                   -------------   --------

     Net Sales                                     $    70,733   $   49,383

     Cost of sales                                      52,781       36,230
     Selling, general and administrative expenses       12,784        9,973
     Amortization of intangible assets                     197          157
                                                   -----------   ----------

     Operating income                                    4,971        3,023

     Interest expense                                    2,333        1,534
     Other (income) expense                                (25)         249
                                                   -----------   ----------

     Income before taxes and extraordinary item          2,663        1,240

     Charge in lieu of taxes                             1,115          484
                                                   -----------   ----------

     Income before extraordinary item                    1,548          756

     Extraordinary loss on early extinguishment
      of debt, net of tax benefit                         (173)          --
                                                   -----------   ----------

     Net income                                          1,375          756

     Preferred stock dividends                             626          417
                                                   -----------   ----------

     Net income applicable to common shareholders  $       749   $      339
                                                   ===========   ==========

     Earnings per share:
       Earnings before extraordinary charge        $      0.34   $     0.14
       Extraordinary charge                              (0.06)          --
                                                   -----------   ----------
                                                   $      0.28   $     0.14
                                                   ===========   ==========

     Weighted average common shares outstanding      2,662,650    2,507,789
                                                   ===========   ==========


           See notes to condensed consolidated financial statements.


                                       4
<PAGE>

                                 VERNITRON CORPORATION
                      Condensed Consolidated Balance Sheets
                             (Dollars in thousands)

                                                     September 30,  December 31,
                                                          1996          1995
                                                     ------------- -------------
                                                      (Unaudited)
                                     ASSETS

CURRENT ASSETS
  Cash                                                   $ 5,552        $    91
  Accounts receivable - net                               13,936          8,525
  Inventories - net                                       28,511         16,544
  Other current assets                                       697            651
                                                     ------------- -------------
                                                                      
    TOTAL CURRENT ASSETS                                  48,696         25,811
                                                                      
PROPERTY, PLANT AND EQUIPMENT - net                       16,600          7,603
                                                                      
EXCESS OF COST OVER NET ASSETS ACQUIRED - net              9,755          6,624
                                                                      
OTHER ASSETS                                               1,959            447
                                                     ------------- -------------
                                                                      
    TOTAL ASSETS                                         $77,010        $40,485
                                                     ============= =============
                                                                      
           LIABILITIES AND SHAREHOLDERS' EQUITY                       
                                                                      
CURRENT LIABILITIES                                                   
  Accounts payable                                       $ 8,755        $ 5,315
  Accrued expenses and other liabilities                   9,211          5,696
  Current portion of long-term debt and                    4,368            466
  capital lease obligations                          ------------- -------------
                                                                      
    TOTAL CURRENT LIABILITIES                             22,334         11,477
                                                                      
LONG-TERM DEBT & CAPITAL LEASES, less current portion     34,807         11,047
                                                                      
OTHER LONG-TERM LIABILITIES                                2,314          2,697
                                                                      
DEFERRED INCOME                                              420            519
                                                                      
SHAREHOLDERS' EQUITY:                                                 
  Preferred Stock, issued and outstanding 738,584                     
   shares in 1996 and 781,642 shares in 1995                   7              8
  Common Stock, issued and outstanding 2,561,920                      
   shares in 1996 and 2,520,821 shares in 1995                26             25
  Capital in Excess of Par                                15,817         14,712
  Retained Earnings                                        1,285             --
                                                     ------------- -------------
                                                                      
    TOTAL SHAREHOLDERS' EQUITY                            17,135         14,745
                                                     ------------- -------------
                                                                      
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $77,010        $40,485
                                                     ============= =============
                                                                    
           See notes to condensed consolidated financial statements.


                                       5
<PAGE>

                               VERNITRON CORPORATION
                 Condensed Consolidated Statements of Cash Flows
                        (Unaudited, dollars in thousands)

                                                            Nine Months Ended 
                                                              September 30,
                                                            -------------------
                                                              1996        1995
                                                            --------   --------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                             $  1,375   $    756
     Adjustments to reconcile net income to cash
      used in operating activities:
     Extraordinary loss, net                                     173         --
     Realization of net operating loss carryforward              877        436
     Depreciation and amortization                             2,334      1,179
     Increase in current assets, other than cash              (2,566)    (1,085)
     Decrease in current liabilities                            (946)    (1,158)
     Decrease in long-term liabilities                          (508)      (615)
     Other - net                                                 354       (343)
                                                            --------   --------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            1,093       (830)
                                                            --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                     (1,272)      (727)
     Acquisition of business, net of cash acquired (Note 2)   (4,835)        --
     Proceeds from sale of assets                                206      2,929
                                                            --------   --------
NET CASH PROVIDED BY (USED IN) INVESTING
     ACTIVITIES                                               (5,901)     2,202
                                                            --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings                                 62,786     51,831
     Repayment of borrowings                                 (52,097)   (53,149)
     Redemption of preferred stock odd lot shares               (420)      --
                                                            --------   --------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           10,269     (1,318)
                                                            --------   --------

NET INCREASE IN CASH                                           5,461         54

CASH AT BEGINNING OF PERIOD                                       91         27
                                                            --------   --------

CASH AT END OF PERIOD                                       $  5,552   $     81
                                                            ========   ========

           See notes to condensed consolidated financial statements.


                                       6
<PAGE>

                              VERNITRON CORPORATION

        Notes to Condensed Consolidated Financial Statements (Unaudited)
                             (Dollars in thousands)

Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include
Vernitron Corporation and its subsidiaries (the "Company"). These financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation (consisting of normal
recurring accruals) have been included. Operating results for the quarter and
nine months ended September 30, 1996 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996. For further
information, refer to the financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995
and the Company's Current Reports on Form 8-K.

Certain reclassifications have been made to previously reported financial
statements to conform to current classifications.

Earnings per share data for the periods were computed by dividing net income
applicable to common shareholders by the weighted average number of shares of
common stock outstanding during such periods. The calculation of weighted
average number of shares assumes the conversion of those common stock
equivalents which have a dilutive effect on earnings for the period presented.
Common stock equivalents consist of warrants issued in connection with the
Company's new credit facility (see Note 5) and employee stock options.

Note 2 - Supplemental Cash Flow Information

                                                      Nine Months Ended 
                                                        September 30,
                                                     --------------------
                                                      1996          1995
                                                     ------        ------

Cash paid for:
     Interest                                        $1,395        $1,446
                                                     ======        ======
     Income Taxes                                    $  441        $   55
                                                     ======        ======
                                                                 
Non-cash investing and financing acitivities:                    
     Equipment acquired under capital leases         $  590        $   --
                                                     ======        ======
                                                              
Note 3 - Acquisition of Precision Aerotech, Inc.

On April 25, 1996, the Company completed its previously announced acquisition of
Precision Aerotech, Inc. ("PAI"). Pursuant to the Agreement and Plan of Merger
dated February 16, 1996, each outstanding share of common stock of PAI was
canceled and converted into the right to receive $5.00 per share in cash. Based
on 789,208 shares of PAI Common Stock outstanding immediately prior to the
acquisition, the aggregate consideration paid therefor was $3.9 million. In
addition, the Company repaid $12 million of borrowings under PAI term loans.
Precision Aerotech designs, manufactures and markets laser scanners, precision
metal optics, high performance air bearings and precision machined parts sold
predominantly in commercial markets.


                                       7
<PAGE>


                              VERNITRON CORPORATION
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                             (Dollars in thousands)


The acquisition has been accounted for under the purchase method of accounting
and, accordingly, the results of operations of PAI have been included in the
accompanying consolidated financial statements since the date of acquisition.
The cost of the acquisition has been allocated on the basis of the estimated
fair market value of the assets acquired and liabilities assumed. This
allocation resulted in an excess of cost over net assets acquired of
approximately $3.3 million, which is being amortized over 35 years.

Summarized below are the unaudited pro forma results of operations of the
Company as if PAI had been acquired at the beginning of the periods presented:

                                             Pro Forma
                                        Nine Months Ended 
                                          September 30,
                                       --------------------
                                        1996         1995
                                       -------     --------

Net sales                              $84,269     $81,848
Income before extraordinary item         1,358       1,890
Net income                               1,185       1,890
                                                   
Earnings per share:                                
  Income before extraordinary item        0.27        0.59
  Net income                              0.21        0.59
                                                     
                                                     
The pro forma financial information presented above is not necessarily
indicative of either the results of operations that would have occurred had the
acquisition taken place at the beginning of the periods presented or the future
operating results of the combined companies. Pro forma income before
extraordinary item and net income for the nine months ended September 30, 1996
include certain special charges totaling approximately $450.

Note 4 - Inventories

Inventories have been determined generally by lower of cost (first-in, first-out
or average) or market. Inventories consist of:

                    September 30,              December 31,
                         1996                      1995
                        -------                  -------

Raw materials           $ 9,915                  $ 7,203
Work-in-process          13,999                    5,293
Finished goods           10,536                    9,255
                        -------                  -------
                         34,450                   21,751
Less reserves             5,939                    5,207
                        -------                  -------
                        $28,511                  $16,544
                        =======                  =======
                                             

                                       8
<PAGE>

                              VERNITRON CORPORATION
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                             (Dollars in thousands)

Note 5 - Long-Term Debt

In order to obtain the funds necessary to finance the Company's acquisition of
PAI (see Note 3), to refinance PAI's and the Company's existing debt and pay the
fees and expenses related to the acquisition and refinancing, Vernitron entered
into a Credit Agreement, dated April 25, 1996 (and subsequently amended as of
September 25, 1996), between the Company, the various banks named therein and
Banque Paribas, as agent, providing for borrowings under a $37 million senior
secured credit facility (the "Credit Facility"). The Credit Facility is
comprised of (i) a term loan in the principal amount of $14 million maturing in
four years, (ii) a term loan in the principal amount of $12 million maturing in
six years and (iii) a revolving credit line in an aggregate principal amount of
up to the lesser of $11 million or the borrowing base in effect from time to
time, maturing in four years. The Credit Facility contains certain provisions
and covenants which, among other things, impose limitations with respect to the
incurrence of additional liens and indebtedness, mergers, consolidations and
specified sales of assets, and requires the Company to meet certain financial
tests including minimum levels of earnings and net worth and various other
financial ratios. In addition, the Credit Facility prohibits the payment of cash
dividends. The cumulative dividends in arrears on the Company's Preferred Stock
as of September 30, 1996 was $536.

In connection with the acquisition and financing and before giving effect to the
one-for-five reverse stock split (see Note 6), the Company granted to Banque
Paribas a warrant (the "Banque Paribas Warrant") to acquire up to 666,312 shares
of Common Stock at an exercise price of $.01 per share and a warrant to an
affiliate of Banque Paribas, Paribas Principal, Inc., (the "Paribas Principal
Warrant"), to acquire up to 776,388 shares of Common Stock at an exercise price
of $1.25 per share. In connection therewith, the parties entered into a Warrant
Purchase Agreement containing customary terms and conditions. The Company also
authorized the granting to an affiliate of Donaldson, Lufkin & Jenrette
Securities Corporation of a warrant (the "Donaldson Lufkin Jenrette Warrant") to
acquire up to 100,000 shares of Common Stock at an exercise price of $1.25 per
share. Adjusted to give effect to the reverse stock split, the Banque Paribas
Warrant entitles the holder thereof to acquire up to 133,263 shares of at an
exercise price of $.05 per share, the Paribas Principal Warrant entitles the
holder thereof to acquire up to 155,278 shares at an exercise price of $6.25 per
share and the Donaldson Lufkin & Jenrette Warrant entitles the holders thereof
to acquire up to 20,000 shares at an exercise price of $6.25 per share.

Note 6 - Common Stock

On July 25, 1996, the Company completed a one-for-five reverse stock split of
its $0.01 par value common stock following approval of the reverse stock split
by the Company's stockholders at the Company's 1996 Annual Meeting of
Stockholders. In conjunction with the split, the Company's Certificate of
Incorporation has been amended to reduce the number of shares of Common Stock
authorized for issuance to 4,000,000. The reverse stock split reduced the number
of shares of common stock outstanding from 12,758,737 to 2,552,195. The stated
par value of each share was not changed from $0.01. All earnings per share data
presented in this report has been restated to reflect the reverse stock split.


                                       9
<PAGE>

                              VERNITRON CORPORATION
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                             (Dollars in thousands)

Note 7 - Other Information

                                                  September 30,     December 31,
                                                      1996              1995
                                                     ------           ------

Allowance for doubtful accounts                      $  456           $  278
                                                     ======           ======
                                                                      
Accumulated depreciation and amortization                             
 of property, plant and equipment                    $7,136           $5,075
                                                     ======           ======
                                                                      
Accumulated amortization of excess of cost                            
 over net assets acquired                            $1,033           $  836
                                                     ======           ======
                                                             


                                       10
<PAGE>

Item  2. Management's Discussion and Analysis of Financial Condition and Results
           of Operations (Dollars in thousands)

Results of Operations

On April 25, 1996, the Company completed its acquisition of PAI. The acquisition
has been accounted for under the purchase method of accounting and, accordingly,
the results of operations of PAI have been included in the Condensed
Consolidated Statements of Operations since the date of acquisition. The sales
of PAI's laser scanner, precision metal optics and high performance air bearing
product lines are included in the Motion Control product group. The sales of the
remaining PAI product line, precision machined parts, comprise the new Precision
Machining product group.

Net sales by product group were as follows:

                                 Quarter Ended        Nine Months Ended
                                 September 30,            September 30,
                             -------------------     -------------------
                               1996        1995        1996        1995
                             -------     -------     -------     -------

Motion Control               $13,998     $ 5,634     $32,098     $18,681
Industrial Components         10,235       9,999      32,680      30,702
Precision Machining            3,407                   5,955
                             -------     -------     -------     -------
  Net Sales                  $27,640     $15,633     $70,733     $49,383
                             =======     =======     =======     =======


Quarter Ended September 30, 1996 Compared to the Quarter Ended September 30,
1995

Net sales for the third quarter of 1996 increased by $12 million or 77%,
compared to the same period in 1995. The acquisition of PAI accounted for $11
million of the increase.

The Motion Control group's sales (electromagnetic components and subsystems,
laser scanners, precision metal optics and high performance air bearings)
increased in 1996 by $8.4 million, or 149%, as compared to 1995. The acquisition
of PAI accounted for $7.6 million of the increase. Bookings for the group were
$13.9 million in the third quarter of 1996, an increase of $9.2 million, or
196%, compared to the comparable quarter in 1995. The acquisition of PAI
resulted in an increase in bookings of $8.8 million. The nature of the Motion
Control group's bookings results in an uneven pattern from quarter to quarter
and does not necessarily reflect overall business trends. Backlog at September
30, 1996, was $38.3 million, compared to $16.1 million at December 31, 1995. Of
the $38.3 million backlog at September 30, 1996, $24.1 million relates to the
PAI product lines.

The Industrial Components group's sales (bearings and connectors) increased in
1996 by $.2 million, or 2%, compared to 1995. Bookings for the group were $10
million, a decrease of $.4 million, or 4%, compared to 1995, primarily as a
result of lower bookings in the bearing product line reflecting a softening of
orders from original equipment manufacturers. Backlog at September 30, 1996 was
$10.8 million, compared to $11.9 at December 31, 1995.

The sales of the Precision Machining group (precision machined parts), acquired
as a result of the acquisition of PAI, were $3.4 million. Bookings were $5.3
million in the third quarter of 1996. Backlog at September 30, 1996 was $16.8
million.

Operating income was $1.8 million in 1996, as compared to $.9 million in 1995,
representing a $.9 million increase. This increase was primarily due to the
higher sales volume. Gross margin on sales was 24.5% in both 1996 and 1995.

Selling, general and administrative expenses increased by $2.1 million in 1996
primarily due to the acquisition of PAI. Selling, general and administrative
expenses as a percentage of sales was 18% in both 1996 and 1995.


                                       11
<PAGE>

Interest expense increased by $.5 million in 1996 as a result of higher average
borrowings due to the acquisition of PAI. This was partially offset by the
effect of lower interest rates resulting from a lower prime rate and more
favorable terms under the Company's new credit facility (see Note 5 to the
Condensed Consolidated Financial Statements).

Nine Months Ended September 30, 1996 Compared to the Nine Months Ended September
30, 1995

Net sales for the first nine months of 1996 increased by $21.3 million, or 43%
compared to the same period in 1995. The acquisition of PAI accounted for $19.3
million of the increase.

The Motion Control group's sales (electromagnetic components and sub-systems,
laser scanners, precision metal optics and high performance air bearings)
increased in 1996 by $13.4 million, or 72%, as compared to 1995. The acquisition
of PAI accounted for substantially all of the increase in sales. Bookings for
the group were $31.4 million in 1996, an increase of $12.1 million or 63%,
compared to 1995. The acquisition of PAI resulted in an increase in bookings of
$14.6 million while the remaining product lines in the group had a decrease in
bookings of $2.5 million This decrease is primarily due to lower European orders
for industrial resolvers and lower government spare parts orders for
potentiometers. The nature of the Motion Control group's bookings results in an
uneven pattern from quarter to quarter and does not necessarily reflect overall
business trends.

The Industrial Components group's sales (bearings and connectors) increased in
1996 by $2 million, or 6%, compared to 1995. Sales of bearings were up by 13%,
reflecting increased business with original equipment manufacturers. Industrial
Component's bookings were $31.7 million, a decrease of $.3 million, or 1%,
compared to 1995.

The sales and bookings of the Precision Machining group (precision machined
parts), acquired as a result of the acquisition of PAI, were $6 million and $8.9
million, respectively.

Operating income was $5 million in 1996, as compared to $3 million in 1995,
representing a $2 million increase. This increase was primarily due to the
higher sales volume partially offset by an unfavorable sales mix of lower margin
products in the Motion Control Group. Gross margin on sales was 25.4% in 1996,
as compared to 26.6% in 1995.

Selling, general and administrative expenses increased by $2.8 million in 1996
primarily due to the acquisition of PAI. Selling, general and administrative
expenses as a percentage of sales decreased to 18% in 1996, compared to 20% in
1995.

Interest expense increased $.8 million in the first nine months of 1996 as a
result of higher average borrowings due to the acquisition of PAI. This was
partially offset by the effect of lower interest rates resulting from a lower
prime rate and the more favorable terms under the Company's new credit facility
(see Note 5 to the Condensed Consolidated Financial Statements).

Liquidity and Capital Resources

Cash provided by operations was $1 million in 1996 as compared to cash used of
$.8 million in 1995. This improvement was primarily due to higher cash earnings
in the current year partially offset by an increased level of investment in
working capital.

Cash used in investing activities was $5.9 million in 1996 as compared to cash
provided of $2.2 million in 1995. During the second quarter of 1996 the Company
acquired PAI (see Note 3 to the Condensed Consolidated Financial Statements).
During the first nine months of 1995, $2.9 million was generated from the sale
of assets of the Electronics Components business which was discontinued during
1994 and from the sale of its idle Deer Park, New York facility.

Cash provided by financing activities was $10.3 million in 1996 as compared to
cash used of $1.3 million in 1995. The increase is primarily due to the
borrowings used to fund the aforementioned acquisition of PAI (see Note 3 to the
Condensed


                                       12
<PAGE>

Consolidated Financial Statements) and an unusually high cash balance at the end
of the quarter due to the timing of cash receipts and reductions of borrowing
under the Company's revolving credit line.

The Company had no material commitments for capital expenditures as of September
30, 1996.

As discussed in Note 5 to the Condensed Consolidated Financial Statements, the
Company entered into a new $37 million senior secured credit facility in
connection with its acquisition of PAI. The Company believes this new credit
facility and cash generated from the combined operations will be sufficient to
meet the future capital expenditure and working capital requirements of the
combined companies and required debt amortization under its new credit facility.


                                       13
<PAGE>

                           PART II. OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

a)    Exhibits:

      Exhibit 3:  Amendment to Articles of Incorporation

      Exhibit 10:  Amendment No. 1 to Bank Credit Agreement

      Exhibit 27: Financial Data Schedule (for SEC use only).

      Exhibit 99: Press release, dated October 7, 1996.

b)    Reports on Form 8-K

      None.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:  November 13, 1996                            VERNITRON CORPORATION



                                   By:    /s/ Stephen W. Bershad
                                      ----------------------------
                                         Stephen W. Bershad
                                         Chief Executive Officer


                                   By:    /s/ Raymond F. Kunzmann
                                      ----------------------------
                                         Raymond F. Kunzmann
                                         Vice President - Finance, Controller
                                         and Chief Financial Officer


