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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (date of earliest event reported) March 13, 1998


                           ELTRON INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)


                                   California
                 (State or other jurisdiction of incorporation)


        0-23342                                          95-4302537
(Commission File Number)                       (IRS Employer Identification No.)


                                41 Moreland Road
                          Simi Valley, California 93065
                    (Address of Principal Executive Offices)

                                 (805) 579-1800
              (Registrant's Telephone Number, including area code)


          (Former name or former address, if changed since last report)





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Item 5.   Other Events

               On March 13, 1998, the Board of Directors of Eltron
               International, Inc. (the "Corporation") declared a dividend
               distribution of one preferred share purchase right (a "Right")
               for each outstanding share of Common Stock, without par value
               (the "Common Stock"), of the Corporation. The dividend is payable
               to shareholders of record on April 3, 1998 (the "Record Date"),
               and with respect to Common Stock issued thereafter until the
               Distribution Date (as defined below) and, in certain
               circumstances, with respect to Common Stock issued after the
               Distribution Date. Except as set forth below, each Right, when it
               becomes exercisable, entitles the registered holder to purchase
               from the Corporation one one-hundredth of a share of Series A
               Junior Participating Preferred Stock, without par value (the
               "Preferred Shares"), of the Corporation at a price of $120 per
               one one-hundredth of a Preferred Share (the "Purchase Price"),
               subject to adjustment. The description and terms of the Rights
               are set forth in a Rights Agreement (the "Rights Agreement")
               between the Corporation and U.S. Stock Transfer Corporation, as
               Rights Agent (the "Rights Agent") dated as of March 26, 1998.

               Initially, the Rights will be attached to all certificates
               representing Common Stock then outstanding, and no separate Right
               Certificates will be distributed. The Rights will separate from
               the Common Stock upon the earliest to occur of (i) ten (10) days
               after a person or group of affiliated or associated persons has
               acquired beneficial ownership of 15% or more of the Corporation's
               outstanding Common Stock (except pursuant to a Permitted Offer,
               as hereinafter defined); or (ii) ten (10) Business Days (as
               defined in the Rights Agreement) (or such later date as the Board
               may determine) following the commencement of, or announcement of
               an intention to make, a tender offer or exchange offer the
               consummation of which would result in a person or group becoming
               an Acquiring Person (as hereinafter defined) (the earliest of
               such dates being called the "Distribution Date"). A person or
               group whose acquisition of Common Stock causes a Distribution
               Date pursuant to clause (i) above is an "Acquiring Person." The
               date that a person or group becomes an Acquiring Person is the
               "Shares Acquisition Date."

               The Rights Agreement provides that, until the Distribution Date,
               the Rights will be transferred solely with the Common Stock.
               Until the Distribution Date (or earlier redemption or expiration
               of the Rights), new Common Stock certificates issued after the
               Record Date upon transfer or new issuances of Common Stock will
               contain a notation incorporating the Rights Agreement by
               reference. Until the Distribution Date (or earlier redemption or
               expiration of the Rights), the surrender for transfer of any
               certificates for Common Stock outstanding as of the Record Date,
               even if such notation or a copy of the Summary of Rights is not
               attached thereto, will also constitute the transfer of the Rights
               associated with the Common Stock represented by such certificate.



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               As soon as practicable following the Distribution Date, separate
               certificates evidencing the Rights ("Right Certificates") will be
               mailed to holders of record of the Common Stock as of the close
               of business on the Distribution Date (and to each initial record
               holder of certain Common Stock issued after the Distribution
               Date), and such separate Right Certificates alone will evidence
               the Rights.

               The Rights are not exercisable until the Distribution Date and
               will expire at the close of business on April 3, 2008, unless
               earlier redeemed by the Corporation as described below.

               If any person becomes an Acquiring Person (except pursuant to a
               tender or exchange offer which is for all outstanding Common
               Stock at a price and on terms which a majority of members of the
               Board of Directors (who are not also officers of the Corporation
               or an Acquiring Person or affiliate or associate thereof)
               determines to be adequate and in the best interests of the
               Corporation and its shareholders, other than such Acquiring
               Person, its affiliates and associates (a "Permitted Offer")),
               each holder of a Right will thereafter have the right (the
               "Flip-In Right") to receive upon exercise the number of shares of
               Common Stock (or, in certain circumstances, one one-hundredths of
               a share of Preferred Shares or other securities of the
               Corporation) having a market value (immediately before such
               triggering event) equal to two times the exercise price of the
               Right. At such time, all Rights that are beneficially owned by
               the Acquiring Person or any affiliate, associate or transferee
               thereof will be null and void.

               If at any time following the Shares Acquisition Date, (i) the
               Corporation is acquired in a merger or other business combination
               transaction in which the holders of all of the outstanding Common
               Shares immediately before the consummation of the transaction are
               not the holders of all of the surviving corporation's voting
               power, or (ii) more than 50% of the Corporation's assets or
               earning power are sold or transferred, in either case with or to
               an Acquiring Person or any affiliate or associate or any other
               person in which such Acquiring Person, affiliate or associate has
               an interest or any person acting on behalf of or in concert with
               such Acquiring Person, affiliate or associate, or, if in such
               transaction all holders of Common Stock are not treated alike,
               then each holder of a Right (except Rights which previously have
               been voided as set forth above) shall thereafter have the right
               (the "Flip-Over Right") to receive, upon exercise, common shares
               of the acquiring company having a value equal to two times the
               exercise price of the Right. The holder of a Right will continue
               to have the Flip-Over Right only to the extent that the Flip-In
               Right has not previously been exercised.

               The Purchase Price payable and the number of Preferred Shares,
               shares of Common Stock or other securities issuable upon exercise
               of the Rights are subject to adjustment from time to time to
               prevent dilution (i) in the event of a


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               stock dividend on, or a subdivision, combination or
               reclassification of the Preferred Shares, (ii) upon the grant to
               holders of the Preferred Shares of certain rights or warrants to
               subscribe for or purchase Preferred Shares at a price (or
               conversion price as the case may be), less than the then current
               market price of the Preferred Shares or (iii) upon the
               distribution to holders of the Preferred Shares of evidences of
               indebtedness or assets (excluding regular quarterly cash
               dividends) or of subscription rights or warrants (other than
               those referred to above).

               The number of outstanding Rights and the number of one
               one-hundredths of a Preferred Share issuable upon exercise of
               each Right are also subject to adjustment in the event of a stock
               split of the Common Stock or a stock dividend on the Common Stock
               payable in Common Stock or subdivisions, consolidations or
               combinations of the Common Stock occurring, in any such case,
               before the Distribution Date.

               Preferred Shares purchasable upon exercise of the Rights will not
               be redeemable. Each Preferred Share will be entitled to a minimum
               preferential quarterly dividend payment of $1.00 per share but,
               if greater, will be entitled to an aggregate dividend per share
               of 100 times the dividend declared per share of Common Stock. In
               the event of liquidation, the holders of the Preferred Shares
               will be entitled to a minimum preferential liquidation payment of
               $100 per share; thereafter, and after the holders of the Common
               Stock receive a liquidation payment of $1.00 per share, the
               holders of the Preferred Shares and the holders of the Common
               Stock will share the remaining assets in the ratio of 1 to 1 (as
               adjusted) for each Preferred Share and share of Common Stock so
               held, respectively. Finally, in the event of any merger,
               consolidation or other transaction in which Common Stock is
               exchanged, each Preferred Share will be entitled to receive 100
               times the amount received per share of Common Stock. The rights
               are protected by customary antidilution provisions. In the event
               that the amount of accrued and unpaid dividends on the Preferred
               Shares is equivalent to six full quarterly dividends or more
               (whether or not consecutive), the holders of the Preferred Shares
               shall have the right, voting as a class, to elect two directors
               until all cumulative dividends on the Preferred Shares have been
               paid through the last quarterly dividend payment date or until
               non-cumulative dividends have been paid regularly for at least
               one year.

               With certain exceptions, no adjustment to the Purchase Price will
               be required until cumulative adjustments require an adjustment of
               at least 1% in such Purchase Price. No fractional Preferred
               Shares will be issued (other than fractions which are one
               one-hundredth or integral multiples of one one-hundredth of a
               Preferred Share, which may, at the election of the Corporation,
               be evidenced by depository receipts) and in lieu thereof, a
               payment in cash will be made based on the market price of the
               Preferred Shares on the last Trading Day (as defined in the
               Rights Agreement) before


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               the date of exercise.

               At any time before the earlier to occur of (i) a person becoming
               an Acquiring Person, (ii) the expiration of the Rights, or (iii)
               in certain circumstances, after the Shares Acquisition Date, the
               Corporation may redeem all but not less than all of the Rights at
               a price of $.0001 per Right (the "Redemption Price") which
               redemption shall be effective upon the action of the Board of
               Directors.

               All of the provisions of the Rights Agreement may be amended by
               the Board of Directors of the Corporation before the Distribution
               Date. After the Distribution Date, the provisions of the Rights
               Agreement may be amended by the Board in order to cure any
               ambiguity, defect or inconsistency, to make changes which do not
               adversely affect the interests of holders of Rights (excluding
               the interests of any Acquiring Person), or, subject to certain
               limitations, to shorten or lengthen any time period under the
               Rights Agreement.

Item 7.   Financial Statements and Exhibits

        (c)    Exhibits

        *      Rights Agreement dated March 26, 1998 between Eltron
               International, Inc. and U.S. Stock Transfer Corporation
               (incorporated by reference to the Company's Form 8-A filed with
               the Securities and Exchange Commission on April 10, 1998).

                                   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 hereunto duly authorized.


                                            ELTRON INTERNATIONAL, INC.



Date:   April 10, 1998                             By: /s/ Roger Hay
                                                       -------------------------
                                                       Chief Financial Officer