On November 26, 1982 Tenney Engineering, Inc. (the
"Registrant") registered on Form S-8 (Registration No. 2-80214)
100,000 shares of its Common Stock, par value $.10 per share
("Common Stock"), for issuance pursuant to its 1981 Incentive Stock
Option Plan.  Thereafter, due to stock splits between November 26,
1982 and May 20, 1986, the number of shares of Common Stock subject
to the Plan and registered under the aforesaid Registration
Statement increased to 276,258. 
     On May 20, 1986 Tenney filed a Registration Statement on Form
S-8, No. 33-05845, registering an additional 120,000 shares of
Common Stock for issuance pursuant to its 1981 Incentive Stock
Option Plan.
     A total of 107,588 shares of Common Stock have been issued
upon exercise of stock options granted pursuant to Registrant's
1981 Incentive Stock Option Plan.  All options granted pursuant to
the Plan and not exercised have now expired and the Registrant
hereby deregisters 168,670 shares of its Common Stock registered
pursuant to Registration Statements Nos. 2-80214 and 33-05845.

                                    Registration No. 2-80214
                                    Post Effective Amendment No.
1  
                                    Registration No. 33-05845
                                    Post Effective Amendment No.
1 

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                            

                 POST EFFECTIVE AMENDMENT NO. 1 
                               TO
                            FORM S-8

                     REGISTRATION STATEMENTS
                              UNDER

                   THE SECURITIES ACT OF 1933


                    TENNEY ENGINEERING, INC.
     (Exact name of registrant as specified in its charter)

          NEW JERSEY                             22-1323920
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                 Identification No.)

                      1090 Springfield Road
                     Union, New Jersey 07083
  (Address of Principal Executive Offices, including Zip Code)

                         (908) 686-7870
      (Registrant's Telephone number, including Area Code)

                1981 INCENTIVE STOCK OPTION PLAN
                    (Full title of the plan)

                       ROBERT S. SCHIFFMAN
                          President and
                     Chief Executive Officer
                     TENNEY ENGINEERING, INC.
                      1090 Springfield Road
                     Union, New Jersey 07083 
             (Name and address of agent for service)

                                                                 


Copies of all communications, including all communications sent to
the agent for service, to:

                      PETER T. RADO, ESQ.,
                      Ide, Haigney & Rado
                      317 Madison Avenue
                   New York, New York 10017
                           SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant has duly caused this Post-Effective
Amendment to Registration Statement Numbers 2-80214 and 33-05845
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Union, State of New Jersey, on
August 21, 1995.


                                     TENNEY ENGINEERING, INC.


                                                                 

                                     Robert S. Schiffman, President
                                     Chief Executive Officer and
                                     Chairman



      Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post-Effective Amendment #1 to Registration
Statement Numbers 2-80214 and 33-05845 has been signed by the
following persons in the following capacities on August 21, 1995:

Signature                         Title


                                 President, Chief Executive
Robert S. Schiffman              Officer and Chairman of
                                 the Board
 

                                 Vice President, Treasurer, 
Martin Pelman                    Principal Financial Officer
                                 and Principal Accounting Officer


                                 Vice Chairman, Secretary 
Saul S. Schiffman                and Director


                                 Director
David C. Schiffman


                                 Director
David A. Schuh
                       












                                           July 20, 1995



VIA FACSIMILE

Mr. Martin Pelman
Tenney Engineering, Inc.
1090 Springfield Road
Union, New Jersey 07083

Dear Marty:

      Tenney filed a registration statement in November 1982
registering 100,000 shares of Common Stock for issuance pursuant
to the 1981 Incentive Stock Option Plan.  By early 1986 stock
splits adjusted the number of shares registered to 276,258.  At the
Annual Meeting of Shareholders in 1986 shareholders approved adding
an additional 120,000 shares to the 1981 Incentive Stock Option
Plan which were registered on a new Form S-8 filing.

      An undertaking in each of the registration statements
requires us to deregister the shares once all outstanding options
have expired.  I understand that we now have surrenders from all
holders of options granted in 1991,  Accordingly we must now
deregister the remaining shares which were initially registered and
not issued.  Please insert in the enclosed draft the number of
shares issued and the number being deregistered.  It will be
necessary to work your way through all of the post-November 1982
splits to do the calculation.

      The post-effective amendment will then have to be submitted
via EDGAR.

                                   Sincerely,



                                   Peter T. Rado

PTR/dct