8-A12G

               SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.

                              20549

                            FORM 8-A




       FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


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


  NEW JERSEY                              22-1323920              
(State of Incorporation of          (I.R.S. Employer
   Organization)                    Identification No.)

1090 Springfield Road
Union, New Jersey                        07083                    
(Address of principal executive           (Zip Code)
  offices)


Securities to be registered pursuant to Section 12(b) of the Act:

   Title of each class       Name of each exchange on which
   to be so registered       each class is to be registered

       NONE


Securities to be registered pursuant to Section 12(g) of the Act:


                 Series A, Common Stock                           
                       (Title of Class)

       
                  Series B, Common Stock                          
                       (Title of Class)            


Item 1.  Description of Registrant Securities to be Registered

     
     Prior to April 10, 1997 the Registrant had only Common Stock
outstanding, par value $.01 per share.  The Registrant's
Certificate of Incorporation, as amended, authorized the Board of
Directors to adopt resolutions to provide for the issuance of
Common Stock in one or more series, to fix the number of shares
constituting each series and the description, powers, preferences
and relative participating optional or other special rights of each
series and the qualifications, limitations or restrictions thereof.

     On March 11, 1997 the Board of Directors resolved to amend the
Certificate of Incorporation to provide that Common Stock may be
issued in two series, denominated Series A and Series B.  The
respective rights, powers and privileges of each Series of Common
Stock are set forth in a Certificate of Amendment of the
Registrant's Certificate of Incorporation, a copy of which is filed
as Exhibit A to this Registration Statement and to which reference
is made for a full description of rights, powers and privileges.

     All issued shares of Common Stock on April 10, 1997 were
classified as Series B Common Stock, par value $.01 per share.  The
rights of holders of Series A Common Stock and Series B Common
Stock are identical except for voting rights.  Holders of Series A
Common Stock and Series B Common Stock vote as a single Class on
all matters submitted to a vote of the stockholders except as
provided by law, with each share of Series A Common Stock entitled
to ten votes and each share of Series B Common Stock entitled to
one vote.    The holders of each Series of Common Stock are
entitled to receive dividends out of assets legally available
therefor at such times and in such amounts as the Board of
Directors may from time to time determine.  No dividend may be
declared or paid in cash or property on any shares of either Series
of Common Stock unless the same dividend is simultaneously declared
or paid on the shares of the other Series of Common Stock.  In the
case of any stock dividends, holders of Series A Common Stock are
entitled to receive the same ratable dividend (payable in shares of
Series A Common Stock) as the holders of Series B Common Stock
(payable in shares of Series B Common Stock).  Neither Series of
Common Stock is redeemable or convertible and the holders thereof
have no preemptive or subscription rights to purchase any security
of the Registrant.

     Upon liquidation, dissolution or winding-up of the Registrant
the holders of Series A Common Stock are entitled to share ratably
with the holders of Series B Common Stock in all assets available
for distribution after payment of all debts and other liabilities
and subject to the prior rights of any holders of Preferred Stock
outstanding.


Item  2.  Exhibits

     1.  Restated Certificate of Incorporation of Tenney
Engineering, Inc. filed in the Office of the Secretary of State of
New Jersey on June 12, 1984 filed as Item 13(a)(3)a(i) with the
Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1995 and incorporated herein by reference.

     2.  Amendment to Certificate of Incorporation dated May 13,
1988 filed as Item 13(a)(3)a(ii) with the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 1995 and
incorporated herein by reference.

     3.  Amendment to Registrant's Certificate of Incorporation
filed in the office of the Secretary of State of New Jersey May 29,
1996.

     4.  Amendment to Registrant's Certificate of Incorporation
filed in the office of the Secretary of State of New Jersey March
11, 1997.



                            SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                   TENNEY ENGINEERING, INC.


                                   


Date:   March 14,  1997             By: s/Robert S. Schiffman     
                                        Robert S. Schiffman
                                        President

     

EX-3

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

TENNEY ENGINEERING, INC.



     A.  The name of the corporation is:

               TENNEY ENGINEERING, INC.


     B.  The amendments adopted are as follows:

          (1) An amendment to provide that the number of shares of
the Common Stock of the corporation is authorized to issue be
increased from 10,000,000 shares to 50,000,000 shares and that the
par value of such stock be reduced from $.10 per share to $.01 per
share.  The amendment further provides that the corporation would
be authorized to issue Common Stock in series, in each case at the
discretion of the Board of Directors, without further action by the
shareholders unless otherwise required by law or regulation or the
rules of any stock exchange on which the corporation's securities
may then be listed, and that the Board of Directors may fix the
number of shares in each such series and the designation and
relatives voting and other rights thereof.  To accomplish such
amendment, ARTICLE FOURTH (a) is hereby deleted and a substitute
ARTICLE FOURTH (a) is adopted as follows:

     (a) Fifty million (50,000,000) shares of common stock, par
value $.01 each (hereinafter referred to as "Common Stock").  The
Common Stock may be issued from time to time in one or more series,
each with such distinctive designation as may be stated in a
resolution or resolutions providing for the issue of such stock
from time to time adopted by the Board of Directors or a duly
authorized committee thereof.  The resolution or resolutions
providing for the issue of shares of a particular series shall fix,
subject to applicable laws and the provisions of this ARTICLE
FOURTH, for each such series the number of shares constituting such
series and the designation and power, preferences and relative,
participating, optional or other special rights and the
qualifications, limitations or restrictions thereof, including,
without limiting the generality of the foregoing, such provisions
as may be desired concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange,
and such other subjects or matters as may be fixed by resolution or
resolutions of the Board of Directors or a duly authorized
committee thereof under the Business Corporation Act of the State
of New Jersey.  The Board of Directors or a duly authorized
committee thereof may change the designation or number of shares,
or the relative rights, preferences, and limitations of the shares,
of any theretofore established class or series no shares of which
have been issued.  Until more than one series of Common Stock is
issued the holders of Common Stock shall be entitled to one vote
for each share of Common Stock held.

          (2) An amendment to provide that the number of shares of
Preferred Stock the corporation is authorized to issue be increased
from 1,000,000 shares to 5,000,000 shares, and the par value of
such stock be reduced from $1.00 per share to $.01 per share.  To
accomplish such amendment, ARTICLE FOURTH (b) is hereby deleted and
a substitute ARTICLE FOURTH (b) is adopted as follows:

     (b) Five Million (5,000,000) shares of preferred stock, par
value $.01 each (hereinafter referred to as "Preferred Stock"). 
The Preferred Stock may be issued from time to time in one or more
series, each with such distinctive designation as may be stated in
a resolution or resolutions providing for the issue of such stock
from time to time adopted by the Board of Directors or a duly
authorized committee thereof.  The resolution or resolutions
providing for the issue of shares of a particular series shall fix,
subject to applicable laws and the provisions of this ARTICLE
FOURTH, for each such series the number of shares constituting such
series and the designation and powers, preferences and relative,
participating, optional or other special rights and the
qualifications, limitations or restrictions thereof, including,
without limiting the generality of the foregoing, such provisions
as may be desired concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange,
and such other subject of matters as may be fixed by resolution or
resolutions of the Board of Directors or a duly authorized
committee thereof under the Business Corporation Act of the State
of New Jersey.  The Board of Directors or a duly authorized
committee thereof may change the designation or number of shares,
or the relative rights, preferences, and limitations of the shares,
of any theretofore established class or series no shares of which
has been issued.

     C.  The foregoing amendments were adopted by the Shareholders
on May 24, 1996.


     D.  At the time of the adoption of the aforesaid amendments,
the number of shares entitled to vote thereon was 3,685,592 shares
of Common Stock.


     E.  (1) The number of shares for and against the amendment of
ARTICLE FOURTH (a) was as follows:

          For:        2,580,857

          Against:      502,467


          (2) The number of shares for and against the amendment of
ARTICLE FOURTH (b) was as follows:

          For:        1,612,658

          Against:      538,217


     IN WITNESS WHEREOF, Tenney Engineering, Inc. has caused this
Certificate to be signed by its President this 24th day of May,
1996.

                              TENNEY ENGINEERING, INC.



                              By:  s/Robert S. Schiffman
                                   Robert S. Schiffman,
                                   President

EX-4

                    CERTIFICATE OF AMENDMENT

                             OF THE

                  CERTIFICATE OF INCORPORATION

                               OF

                    TENNEY ENGINEERING, INC.


     

     A.  The name of the corporation is:

               TENNEY ENGINEERING, INC.



     B.  The Board of Directors of the Corporation duly adopted a
resolution and preamble as follows:


          " WHEREAS the Certificate of Incorporation provides that
the Corporation is authorized to issue Fifty million (50,000,000)
shares of Common Stock, par value $.01 per share and that such
shares may be issued in series at the discretion of the Board of
Directors without further action by the shareholders and the Board
of Directors has resolved to create two series of Common Stock to
be known as Series A Common Stock and Series B Common Stock and to
fix the number of shares constituting each series, the voting and
other rights of each such series.  

     "RESOLVED that Article Fourth (a) of the Certificate of
Incorporation of the Corporation is hereby deleted and a substitute
Article Fourth (a) is adopted as follows:
     
     " '(a)  Fifty million (50,000,000) shares of common stock, par
value $.01 each of which Ten Million (10,000,000) shares initially
shall be designated Series A Common Stock ("Series A Common
Stock"), and Forty Million (40,000,000) shares shall be designated
Series B Common Stock ("Series B Common Stock" and, together with
the Series A Common Stock, the "Common Stock").  The number of
shares designated as Series A Common Stock or Series B Common Stock
may be increased or decreased, from time to time, by resolution or
resolutions adopted by the Board of Directors.  The powers,
preferences and rights, and the qualifications, limitations and
restrictions of the Series A Common Stock and Series B Common Stock
are as follows:

          " '(1)  Voting.  At each annual or special meeting of
     stockholders, in the case of any written consent of
     stockholders in lieu of a meeting and for all other purposes,
     each holder of record of shares of Series A Common Stock on
     the relevant record date shall be entitled to ten (10) votes
     for each share of Series A Common Stock standing in such
     person's name on the stock transfer records of the
     Corporation, and each holder of record of Series B Common
     Stock on the relevant record date shall be entitled to one (1)
     vote for each share of Series B Common Stock standing in such
     person's name on the stock transfer records of the
     Corporation.  Except as otherwise required by law and subject
     to the rights of holders of any series of Preferred Stock of
     the Corporation that may be issued from time to time, the
     holders of shares of Series A Common Stock and of shares of
     Series B Common Stock shall vote as a single class on all
     matters with respect to which a vote of the stockholders of
     the Corporation is required under applicable law, the
     Certificate of Incorporation, or the By-Laws of the
     Corporation, or on which a vote of stockholders is otherwise
     duly called for by the Corporation, including, but not limited
     to, the election of directors, matters concerning the sale,
     lease or exchange of all or substantially all of the property
     and assets of the Corporation, mergers or consolidations with
     another entity or entities, dissolution of the Corporation and
     amendments to the Certificate of Incorporation of the
     Corporation.  Whenever applicable law, the Certificate of
     Incorporation of the Corporation or the By-Laws of the
     Corporation provide for the necessity of an affirmative vote
     of the stockholders entitled to cast at least a majority (or
     any other greater percentage) of the votes which ll
     stockholders are entitled to cast thereon, or a"majority (or
     any other greater percentage) of the voting stock," or
     language of similar effect, any and all such language shall
     mean that the holders of shares of Series A Common Stock and
     the holders of shares of Series B Common Stock shall vote as
     one class. 
          
          " '(2)  Dividends; Stock Splits.  Subject to the rights
     of the holders of shares of any series of Preferred Stock, and
     subject to any other provisions of the Certificate of
     Incorporation of the Corporation, holders of shares of Series
     A Common Stock and shares of Series B Common Stock shall be
     entitled to receive such dividends and other distributions in
     cash, stock or property of the Corporation as may be declared
     thereon by the Board from time to time out of assets or funds
     of the Corporation legally available therefor.  If at any time
     a dividend or other distribution in cash or other property
     (other than dividends or other distributions payable in shares
     of Common Stock or other voting securities or options or
     warrants to purchase shares of Common Stock or other voting
     securities or securities convertible into or exchangeable for
     shares of Common Stock or other voting securities) is paid on
     the shares of Series A Common Stock or shares of Series B
     Common Stock, a like dividend or other distribution in cash or
     other property shall also be paid on shares of Series B Common
     Stock or shares of Series A Common Stock, as the case may be,
     in an equal amount per share.  If at any time a dividend or
     other distribution payable in shares of Common Stock or
     options or warrants to purchase shares of Common Stock or
     securities convertible into or exchangeable for shares of
     Common Stock is paid on shares of Series A Common Stock or
     Series B Common Stock, (after shares of both Series are
     outstanding) a like dividend or other distribution shall also
     be paid on shares of Series B Common Stock or Series A Common
     Stock, as the case may be, in an equal amount per share;
     provided that, for this purpose, if shares of Series A Common
     Stock or other voting securities, or options or warrants to
     purchase shares of Series A Common Stock or other voting
     securities or securities convertible into or exchangeable for
     shares of Series A Common Stock or other voting securities,
     are paid on shares of Series A Common Stock, and shares of
     Series B Common Stock or voting securities identical to the
     other securities paid on the shares of Series A Common Stock
     (except that the voting securities paid on the Series A Common
     Stock may have ten (10) times the number of votes per share as
     the other voting securities to be received by the holders of
     the Series B Common Stock) or options or warrants to purchase
     shares of Series B Common Stock or such other voting
     securities or securities convertible into or exchangeable for
     shares of Series B Common Stock or such other voting
     securities, are paid on shares of Series B Common Stock, in an
     equal amount per share of Series A Common Stock and Series B
     Common Stock, such dividend or other distribution shall be
     deemed to be a like dividend or other distribution.  In the
     case of any split, subdivision, combination or
     reclassification of shares of Series A Common Stock or Series
     B Common Stock, the shares of Series B Common Stock or Series
     A Common Stock, as the case may be, shall be split,
     subdivided, combined or reclassified so that the number of
     shares of Series A Common Stock and Series B Common Stock
     outstanding immediately following such split, subdivision,
     combination or reclassification shall bear the same
     relationship to each other as did the number of shares of
     Series A Common Stock and Series B Common Stock outstanding
     immediately prior to such split, subdivision, combination or
     reclassification.

          " '(3)    Liquidation, Dissolution, etc.  In the event of
     any liquidation, dissolution or winding up (either voluntary
     or involuntary) of the Corporation, the holders of shares of
     Series A Common Stock and the holders of shares of Series B
     Common Stock shall be entitled to receive the assets and funds
     of the Corporation available for distribution, after payments
     to creditors and to the holders of any Preferred Stock of the
     Corporation that may at the time be outstanding, in proportion
     to the number of shares held by them, respectively, without
     regard to class.

          " '(4)     Mergers, etc.  In the event of any corporate
     merger, consolidation, purchase or acquisition of property or
     stock, or other reorganization in which any consideration is
     to be received by the holders of shares of Series A Common
     Stock or the holders of shares of Series B Common Stock, the
     holders of shares of Series A Common Stock and the holders of
     shares of Series B Common Stock shall receive the same
     consideration on a per share basis; provided that, if such
     consideration shall consist in any part of voting securities
     (or of options or warrants to purchase, or of securities
     convertible into or exchangeable for, voting securities), the
     holders of shares of Series A Common Stock may receive, on a
     per share basis, voting securities with ten (10) times the
     number of votes per share as those voting securities to be
     received by the holders of shares of Series B Common Stock (or
     options or warrants to purchase, or securities convertible
     into or exchangeable for, voting securities with ten (10)
     times the number of votes per share as those voting securities
     issuable upon exercise of the options or warrants to be
     received by the holders of the shares of Series B Common
     Stock, or into which the convertible or exchangeable
     securities to be received by the holders of the shares of
     Series B Common Stock may be converted or exchanged.

          " '5.  Rights Otherwise Identical.  Except as expressly
     set forth herein, the rights of the holders of Series A Common
     Stock and the rights of the holders of Series B Common Stock
     shall be in all respects identical.'

     "RESOLVED, that this Amendment of the Certificate of
Incorporation shall be effective on the later of 5:00 p.m., eastern
daylight saving time on April 10, 1997 or on the date of filing
with the Secretary of State of New Jersey (the "Effective Time").

     "RESOLVED, that at the Effective time, each share of Common
Stock of the Corporation, par value $.01 per share (the "Old Common
Stock") issued immediately prior to the Effective Time shall be
automatically reclassified as a share of Series B Common Stock. 
Promptly after such effectiveness, each record holder of a
certificate that, immediately prior to such effectiveness,
represented common stock of the Corporation, par value $.01 per
share, shall be entitled to receive in exchange for such
certificate, upon surrender of such certificate to the Corporation,
a certificate for the number of shares of Series B Common Stock to
which such  holder is entitled as a result of the changes in the
common stock effective by the preceding sentence (the
"Reclassification").  Until surrendered and exchanged in accordance
herewith, each certificate that, immediately prior to such
effectiveness, represented Old Common Stock shall represent a like
number of shares of Series B Common Stock to which the holder is
entitled as a result of the Reclassification."

     C.  The foregoing resolutions were duly adopted by the Board
of Directors of the Corporation on March 11, 1997, pursuant to
Section 14A:7-2(2) of the New Jersey Business Corporation Act.

     D.  The Certificate of Incorporation is amended so that the
designation and number of shares of each class and series acted
upon in the resolution, and the relative rights, preferences, and
limitations of each such class and series, are as stated in the
resolution.

     IN WITNESS WHEREOF, Tenney Engineering, Inc. has caused this
Certificate of Amendment to be signed by  its President this 11th 
day of March, 1997.

                         TENNEY ENGINEERING, INC.

                         By: s/Robert S. Schiffman
                              ROBERT S. SCHIFFMAN, PRESIDENT