SECURITIES AND EXCHANGE COMMISSION


                           Washington, D.C. 20549


                                  FORM 8-K


                               CURRENT REPORT


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


                                May 21, 1996
                                ------------
              Date of Report (Date of earliest event reported)


                          HASKEL INTERNATIONAL, INC.
                          --------------------------
            (Exact name of registrant as specified in its charter)


          California                     0-25068                 95-4107640
          ----------                     -------                 ----------
(State or other jurisdiction of        (Commission             (IRS Employer
        incorporation)                 File Number)         Identification No.)

   100 East Graham Place
    Burbank, California                                            91502
   ---------------------                                           -----
   (Address of principal                                         (Zip Code)
    executive offices)


                                (818) 843-4000
                                --------------
             (Registrant's telephone number, including area code)


                                Not applicable
                                --------------
         (Former name or former address, if changed since last report)



Item 5.     Other Events.

            On May 21, 1996, the Registrant announced that it has instituted 
cost reduction measures at its Electronic Products Group ("EPG"). These 
actions are being taken in response to declining worldwide demand for 
electronic components that EPG locates and obtains for customers. EPG 
accounted for approximately 25% of the Company's consolidated sales in the 
year ended May 31, 1995.

            EPG is closing its two offices in Europe and is reducing its 
worldwide personnel by thirteen employees (approximately 30% of the total EPG 
staff). Management expects these actions to reduce EPG's cost of operations in 
future quarters and will result in a one-time charge of up to $150,000, which 
will be reflected in Haskel's fourth quarter results. Management intends to 
monitor the situation and take further steps as appropriate. A copy of the 
News Release regarding this matter is included as an exhibit to this Report.

Item 7.     Financial Statements, Pro Forma Financial Information and 
            Exhibits.

            (c)    Exhibit

                   News Release dated May 21, 1996.


                                  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.

                                       HASKEL INTERNATIONAL, INC.
                                       ---------------------------------------
                                          (Registrant)


Date: May 31, 1996                     By: /s/ R. Malcolm Greaves
                                           -----------------------------------
                                               R. Malcolm Greaves,
                                               President and Chief
                                               Executive Officer




( BW)(HASKEL-INTL-INC)(HSKL) Haskel International Inc. announces 
reorganization of Electronic Products Group

            Business Editors

            BURBANK, Calif.--(BUSINESS WIRE)--May 21, 1996--Haskel 
International Inc. (NASDAQ/NM:HSKL) Tuesday announced that management has 
initiated a reorganization of its Electronic Products Group (EPG), which 
represents approximately 25% of the company's consolidated sales, to minimize 
the further financial impact of declining market conditions.

            The reorganization involves closing EPG's officers in the United 
Kingdom and Germany. UK operations will be consolidated into the Westlake 
Village, Calif. facility, while German operations will be handled by local 
representatives in that country. EPG's new Hong Kong office is unaffected by 
these closures. In addition to these actions, there have been selective 
reductions in staff at the Westlake Village facility.

            Total reductions in EPG personnel worldwide amount to 13 
individuals, or approximately 30% of total EPG staff.

            R. Malcolm Greaves, president and chief executive officer of 
Haskel International, stated, "The worldwide industry being served by our 
Electronic Products Group is experiencing weakness as many major computer and 
semiconductor manufacturers are reducing existing inventories and have 
lowered their production requirements. As a result, the demand for EPG's 
services has been significantly reduced, which will be reflected in a weak 
fourth-quarter performance by EPG.''

            Greaves added, "These actions are intended to significantly 
reduce EPG's overall cost of operations in future quarters and will result in 
a one-time charge of up to $150,000, which will be reflected in Haskel's 
fourth-quarter results. The company intends to monitor this situation closely 
and will take further steps as appropriate.

            "Despite the weakness within EPG, operations at the company's 
Industrial Products Group (IPG) remain strong in the United States, Europe, 
and Asia. IPG accounts for approximately 75% of the company's sales on a 
consolidated basis," concluded Greaves.

            Haskel International specializes in high-pressure technology, 
systems integration, and component distribution. The company is one of the 
world's leading manufacturers of high-pressure liquid pumps and gas boosters 
and uses advanced real-time information technology to source and distribute 
electronic components. Haskel conducts its operations through facilities in 
North America, Europe, the Pacific Rim, and the Far East, as well as through 
distributors and agents worldwide.