SCHEDULE 14A INFORMATION

       Proxy Statement Pursuant to Section 14(a) of the
             Securities Exchange Act of 1934

Filed by the Registrant  X
Filed by a party other than the Registrant
Check the appropriate box:
 X Preliminary proxy statement
   Confidential, for Use of the Commission Only (as
specified by Rule 14a-6(e)(2))
   Definitive proxy statement
   Definitive additional materials
   Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12

                     Torotel, Inc.
     (Name of Registrant as Specified in Its Charter)


Payment of Filing Fee (Check the appropriate box):

   No fee required.
   Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11

     (1) Title of each class of securities to which
transaction applies:

     (2) Aggregate number of securities to which
transactions applies:

     (3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:

     (4) Proposed maximum aggregate value of transaction:

     (5) Total fee paid:

 X Fee paid with preliminary materials.

   Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously.  Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

     (1) Amount previously paid:

     (2) Form, Schedule or Registration Statement No.:

     (3) Filing party:

     (4) Date filed:










                     TOROTEL, INC.
                13402 South 71 Highway
              Grandview, Missouri  64030



                                       , 1999


Dear Shareholder:

You are cordially invited to attend the annual meeting of
the shareholders of Torotel, Inc., a Missouri corporation
(the Corporation), to be held at 4:30 p.m. local time on
Monday,                , 1999, at the Corporations offices
in Grandview, Missouri, to transact business as set forth in
the formal notice that follows.

YOUR VOTE IS IMPORTANT.  Whether or not you expect to attend
the annual meeting, please sign and date the accompanying
Proxy and return it promptly in the enclosed postage paid
envelope.  If you decide to attend the annual meeting, you
may revoke your Proxy and vote your shares in person.

As always, we appreciate your loyalty and support as a
shareholder of the Corporation.


                        Sincerely,





                        Dale H. Sizemore, Jr.
                        Chairman and Chief Executive Officer




























                     TOROTEL, INC.

         NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

        To Be Held Monday,                     , 1999



TO THE SHAREHOLDERS OF TOROTEL, INC.:

NOTICE is hereby given that the annual meeting (the Meeting)
of the shareholders of Torotel, Inc., a Missouri corporation
(the Corporation), will be held at 4:30 p.m. local time on
Monday,                           , 1999, at the
Corporations offices in Grandview, Missouri, for the
following purposes:

1.  To elect three members to serve on the Board of
Directors of the Corporation until the next annual meeting
of shareholders and until their successors have been duly
elected and qualified, unless they shall sooner die, resign
or be removed;

2.  To consider and vote upon a proposal to reduce the par
value of the Corporations Common Stock from $.50 per share
to $.01 per share and to reduce the stated capital of the
Corporation effective upon the close of business on the day
a Certificate of Amendment to the Corporations Articles of
Incorporation and such other documents as are necessary to
effect a reduction in stated capital are filed with the
Secretary of State of Missouri; and

3.  To transact such other business as may properly come
before the Meeting or any postponement or adjournment
thereof.

Shareholders of record at the close of business on
                 , 1999, will be entitled to receive notice
of and to vote at the Meeting.  The accompanying Proxy is
solicited by the Board of Directors. All of the above
matters are more fully described in the accompanying Proxy
Statement, into which this Notice is incorporated by
reference.

Shareholders are cordially invited to attend the Meeting in
person.  WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.  IF YOU
DECIDE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.

                         BY ORDER OF THE BOARD OF DIRECTORS



                         H. James Serrone
                         Secretary of Torotel, Inc.
                                           , 1999

                 , 1999



                    TOROTEL, INC.
                13402 South 71 Highway
             Grandview, Missouri  64030

                  PROXY STATEMENT

        FOR THE ANNUAL MEETING OF SHAREHOLDERS

    To Be Held Monday,                 , 1999



                GENERAL INFORMATION

Security Holders Entitled to Vote

Holders of shares of common stock, par value $.50 per share
(the Common Stock), of Torotel, Inc., a Missouri corporation
(the Corporation), of record at the close of business on
              , 1999 (the Shareholders), will be entitled to
vote at the annual meeting of the Shareholders to be held at
4:30 p.m. local time on Monday,                   , 1999, at
the Corporations principal executive offices in Grandview,
Missouri, and at any subsequent time which may be necessary
by the postponement or adjournment thereof (the Meeting).
The Corporations principal executive offices are located at
13402 South 71 Highway, Grandview, Missouri 64030, and its
telephone number is (816) 761-6314.

This Proxy Statement, together with the Notice of Annual
Meeting, the enclosed Proxy, and the accompanying 1999
Annual Report to Shareholders, were initially distributed to
the Shareholders on or about                  , 1999.

If the enclosed Proxy is properly executed and returned
prior to voting at the Meeting, the shares represented
thereby will be voted in accordance with any specifications
made therein.  In the absence of instructions, the shares
will be voted as follows: (i) FOR the nominees to the Board
of Directors of the Corporation (the  Directors, or the
Board of Directors) in the election of Directors, as more
fully described in the section herein entitled Proposal One;
and (ii) in connection with Proposal Two to reduce the par
value of the Common Stock and to reduce stated capital of
the Corporation, IN FAVOR of the proposal.

Quorum

A majority of the outstanding shares of Common Stock
entitled to be voted as of the Record Date (as defined
herein) at the Meeting, represented in person or by Proxy,
is necessary to constitute a quorum to transact business at
the Meeting.  If a quorum is present, (i) the three nominees
for Director receiving the greatest number of votes at the
Meeting will be elected to the Board of Directors, and (ii)
if two-thirds of the outstanding shares of Common Stock of
the Corporation are voted IN FAVOR of Proposal Two, then
such proposal shall be approved by the Shareholders of the
Corporation.





Abstentions and Broker Non-votes

Abstentions and broker non-votes (which occur if a broker or
other nominee does not have discretionary authority and has
not received voting instructions from the beneficial owner
with respect to a particular item) are counted for purposes
of determining the presence or absence of a quorum for the
transaction of business.  Abstentions are counted in
tabulations of the votes cast on proposals presented to the
Shareholders and have the same legal effect as a vote
against a particular proposal.  Broker non-votes are not
counted for purposes of determining whether a proposal has
been approved by the requisite Shareholder vote. The
Shareholders will not have dissenters rights of appraisal
with respect to any of the actions to be taken at the
Meeting.

Revocability of Proxies

Shareholders who execute Proxies retain the right to revoke
them at any time before they are voted by notifying the
Secretary of the Corporation in writing, by delivering a
duly authorized Proxy bearing a later date, or by attending
the Meeting and voting in person.

Solicitation

The accompanying Proxy is being solicited by and on behalf
of the Board of Directors.  Solicitation will be by mail.
Proxy cards and materials will be distributed to beneficial
owners through brokers, custodians, nominees and similar
parties.  The Corporation estimates that the total amount to
be spent in solicitation of the Proxies will be
approximately $2,500.  The entire cost of this solicitation,
including the expenses of printing and mailing this proxy
statement to the Shareholders, the accompanying Notice of
Annual Meeting of Shareholders, proxy form, and Annual
Report for fiscal year ended April 30, 1999, will be paid by
the Corporation.  In addition, the Corporation may reimburse
brokerage firms and others for their expenses in forwarding
solicitation materials regarding the Meeting to beneficial
owners.  In addition to solicitation by mail, officers and
regular employees of the Corporation may solicit proxies
from Shareholders by telephone, telegram, or personal
interview.  Such persons will receive no additional
compensation for such services.


       VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The securities entitled to be voted at the Meeting consist
of shares of Common Stock of the Corporation.  Each
Shareholder is entitled one vote per each share of Common
Stock, except in the election of directors where
Shareholders have cumulative voting rights as described
below under Cumulative Voting. There were 2,811,590 shares
of Common Stock issued and outstanding (exclusive of
treasury shares) at the close of business on the record date
of the Meeting.

The close of business on                      , 1999 has
been fixed by the Board of Directors as the record date (the
Record Date) for determining the Shareholders who will be
entitled to vote at the Meeting.

The following persons beneficially own more than 5% of the
outstanding Common Stock of Torotel, Inc.:

                                       
Name and Address     Amount Beneficially      Percent
of Beneficial Owner        Owned             of Class

Richard A. Sizemore       214,868   (a)         7.6%
Linda V. Sizemore
8356 Hallet
Lenexa, KS  66215

Gregory M. Sizemore       203,852   (b)         7.3%
Julie Sizemore
12735 Mohawk Circle
Leawood, KS  66209

Dale H. Sizemore          179,003   (c)         6.4%
Carol J. Sizemore
2705 W. 121st Terrace
Leawood, KS  66209

Paulette A. Durso         124,625   (d)         4.4%
James T. Durso
3917 N.E. 59th St.
Kansas City, MO  64119

Sizemore Enterprises      200,506   (e)         7.1%
2705 W. 121st Terrace
Leawood, KS  66209

Caloyeras Family
  Partnership, L.P.       207,900   (f)        7.4%
2041 W. 139th Street
Gardena, CA  90249

Thomas E. Foster          142,100              5.1%
5506 Brite Drive
Bethesda, MD  20817



(a)     Richard A. Sizemore and Linda V. Sizemore are
husband and wife.  Mr. and Mrs. Sizemores individual direct
ownership are 140,226 and 15,666 shares, respectively.  Mr.
Sizemores indirect ownership includes 58,976 shares which
are owned by Mr. Sizemore as trustee for his children.

(b)     Gregory M. Sizemore and Julie Sizemore are husband
and wife.  Mr. and Mrs. Sizemores individual direct
ownership are 137,654 and 15,666 shares, respectively.  Mr.
Sizemores indirect ownership includes 50,532 shares which
are owned by Mr. Sizemore as trustee for his children.

(c)     Dale H. Sizemore, Jr. and Carol J. Sizemore are
husband and wife.  Mr. and Mrs. Sizemores individual direct
ownership are 130,964 and 14,351 shares, respectively.  Mr.
Sizemores indirect ownership includes 33,688 shares which
are owned by Mr. Sizemore as trustee for his children.

(d)     James T. Durso and Paulette A. Durso are husband and
wife.  Mr. and Mrs. Dursos individual direct ownership are
9,000 and 103,149 shares, respectively.  Mrs. Dursos
indirect ownership includes 12,476 shares which are owned by
Ms. Durso as trustee for her children.

(e)     Sizemore Enterprises is a general partnership.  The
general partners, who are brothers and sister, are Dale H
Sizemore, Jr., Paulette Durso, Gregory M. Sizemore and
Richard A. Sizemore.

(f)     The Caloyeras Family Partnership L.P., is a limited
partnership in which PBC, Inc., a California corporation, is
the sole general partner.  Peter B. Caloyeras is the sole
shareholder, sole director and president of PBC, Inc.  The
limited partners of the Caloyeras Family Partnership include
the sons and daughter of Peter B. Caloyeras.  The number of
shares indicated as owned by the Caloyeras Family
Partnership L.P. also includes 3,000 shares owned
individually by each of the sons and daughter of Peter B.
Caloyeras.


           INFORMATION REGARDING THE CORPORATION

Annual Report

This Proxy Statement is accompanied by the Annual Report to
Shareholders for the fiscal year ended April 30, 1999 (the
Annual Report).

Going Concern

The Report of the Independent Certified Public Accountants
of the Corporation, dated as of June 17, 1999, noted that
the Corporation has sustained losses in 1999 and 1998 and
its ability to obtain adequate financing and maintain
profitable operations is uncertain.  Because of these
factors, the accountants stated that there are substantial
doubts about the Corporations ability to continue as a going
concern.

























                   PROPOSAL ONE
      THE ELECTION OF THE BOARD OF THE DIRECTORS

Directors and Committees

The Board of Directors of the Corporation currently consists
of three (3) individuals, all of whom will be nominated at
the Meeting for election as members of the Board of
Directors, to serve until the next annual meeting of
Shareholders, and until their successors have been elected
and qualified, unless they should sooner die, resign or be
removed.  The Corporations Articles of Incorporation
authorize seven directors; however, there is no immediate
plan to fill the vacancies.  The three nominees to be
elected at the Meeting are as follows:

H. James Serrone, Dale H. Sizemore, Jr., and Richard A.
Sizemore.

Biographical Information

Biographical summaries concerning the three nominees, the
Corporations executive officers and significant employees,
and information with respect to the number of shares of
Common Stock beneficially owned by each of them as of
                 , 1999, are shown below.  The number of
shares beneficially owned includes shares, if any, held in
the name of the spouse, minor children, or other relatives
of the individual living in his or her home, as well as
shares, if any, held in the name of another person under an
arrangement whereby the individual enjoys the right to vote
such shares or to use of the income from such shares, or
whereby the individual can vest or re-vest title in himself
or herself immediately or at some future time.
Dale H. Sizemore, Jr., both a Director and an officer, and
Richard A. Sizemore, a Director, are brothers.

                                              
   Biographical Summaries of     Shares of Common
 Nominees, Executive Officers,  Stock Beneficially  Percent
   and Significant Employees    at          , 1999  of Class

Dale H. Sizemore, Jr., age 47     229,130   (a)        8.1%
Chairman of the Board and
 Chief Executive Officer
 of the Corporation
13402 South 71 Highway
Grandview, MO  64030

Mr. Sizemore became a Director of the Corporation in 1984.
He has served as Chairman and Chief Executive Officer since
1995 (except for a short period during February and March
1999, when Mr. Peter Caloyeras served as Chief Executive
Officer).  Mr. Sizemore has served as President from 1995 to
1996, and since April 1999.  He was President of Kansas
Communications, Inc., located in Lenexa, Kansas, from 1983
to 1995, and was Chairman of the Board and Treasurer from
1995 to 1998.  Mr. Sizemore is currently self employed.

Richard A. Sizemore, age 39       264,995   (b)        9.4%
Director of the Corporation
13402 South 71 Highway
Grandview, MO  64030

Mr. Sizemore became a Director of the Corporation in 1995.
He has been owner and President of Interactive Design, Inc.,
located in Lenexa, Kansas, since 1987.  He holds a B.S.
degree in electrical engineering and an M.B.A. from the
University of Kansas.

H. James Serrone, age 44          10,273   (c)         0.4%
Director, Vice President
 of Finance and Chief
 Financial Officer of
 the Corporation
13402 South 71 Highway
Grandview, MO  64030

Mr. Serrone was appointed a Director of the Corporation in
May 1999.  He joined Torotel in 1979, became Controller in
1982, and was named Vice President in 1993.  Mr. Serrone has
served as Vice President of Torotel Products since 1992.  He
has been General Manager of Torotel Products since August
1996.

All Directors and
 Executive Officers as
 a Group (3 persons)            504,398   (d)         17.9%



(a)     Dale H. Sizemore, Jr.s beneficial ownership includes
50,127 shares which is equivalent to 25% of the 200,506
shares owned by Sizemore Enterprises, a General Partnership
in which Mr. Sizemore is a general partner.  See the text
and footnotes regarding Mr. Sizemores beneficial ownership
discussed above in the section entitled Voting Securities
and Principal Holders Thereof.

(b)     Richard A. Sizemores beneficial ownership includes
50,127 shares which is equivalent to 25% of the 200,506
shares owned by Sizemore Enterprises, a General Partnership
in which Mr. Sizemore is a general partner.  See the text
and footnotes regarding Mr. Sizemores beneficial ownership
discussed above in the section entitled Voting Securities
and Principal Holders Thereof.

(c)     H. James Serrones beneficial ownership includes
3,357 shares which are acquirable within 60 days pursuant to
the exercise of outstanding stock options.

(d)     The beneficial ownership of all directors and
executive officers as a group includes 3,357 shares which
are acquirable within 60 days pursuant to the exercise of
outstanding stock options.

Board Meetings and Director Compensation

During the fiscal year ended April 30, 1999, the Board of
Directors held thirty-one (31) meetings (including regularly
scheduled, special meetings, and conference calls).  Each of
the incumbent directors being nominated for re-election
attended more than 75% of the Board of Directors meetings
held while he was a Director.  H. James Serrone is to be
compensated at the rate of $100 per Board of Directors
meeting attended.  Dale H. Sizemore, Jr. and Richard A.
Sizemore are to be compensated at the rate of $6,000 per
fiscal year, plus $600 per Board of Directors meeting
attended, and $400 per committee meeting attended.  Due to
the Corporations financial condition, all directors
compensation has been deferred.

Committees

H. James Serrone and Dale H. Sizemore, Jr. are members of
the Administrative Committee for the Employee Stock Purchase
Plan  (the Plan Committee).  The Plan Committee receives its
authority from the Employee Stock Purchase Plan (the Plan)
and from the Board of Directors.  The Plan Committee
administers and implements the  Plan and determines the
eligibility of employees to participate in the Plan.  The
Plan Committee does not meet on a regular basis but meets as
required.  The Plan Committee did not meet during the last
fiscal year.

The Board of Directors has assumed the responsibilities of
the Audit Committee.  In fulfilling its responsibilities,
the Audit Committees activities included, but were not
limited to, reviewing internal accounting controls,
financial activities, financial position and related
consolidated reports of the Corporation.  The Audit
Committee did not meet during the last fiscal year.

Dale H. Sizemore, Jr. and Richard A. Sizemore are members of
the Compensation Committee, the purpose of which is to
determine the compensation of the executive officers of the
Corporation.  The Compensation Committee did not meet during
the last fiscal year.

The Corporation does not have a nominating committee.

Cumulative Voting

There will be cumulative voting for the election of
Directors.  In cumulative voting, each share carries as many
votes as there are vacancies to be filled and each
Shareholder is permitted to distribute the votes for all of
his or her shares among the nominees in any way he or she
desires.  Since three Directors are nominated, each
Shareholder may cast that number of votes which is equal to
the number of shares owned by him or her multiplied by
three.  If no choice is indicated on the enclosed Proxy, the
persons named in the Proxy will cumulate the votes and
distribute them among the nominees in their discretion.  If
a Shareholder desires to cumulate his or her votes for the
Directors in a particular manner, he or she should indicate
the number of votes to be cast on the Shareholders behalf
for each nominee immediately following that nominees name on
the Proxy.  The Proxies cannot be voted for a greater number
of persons than the number named herein.  If any nominee
should be unable to serve, the Proxy will be voted for such
person as shall be designated by the Board of Directors of
the Corporation to replace any such nominee.  The Board of
Directors presently has no knowledge that any of the
nominees will be unable to serve.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
IN FAVOR OF THE ELECTION OF EACH OF THE NOMINEES TO THE
BOARD OF DIRECTORS.


                      PROPOSAL TWO
     THE DECREASE IN THE PAR VALUE AND REDUCTION IN
                    STATED CAPITAL

The Board of Directors of the Corporation has adopted a
resolution declaring it advisable to amend Article Three of
the Articles of Incorporation to reduce the par value of the
Common Stock from the current par value of fifty cents
($0.50) per share to one cent ($0.01) per share and to
reduce the stated capital of the Corporation to an amount
equal to the aggregate par value (as so reduced) of all
outstanding Common Stock.

The Board of Directors proposes that the first paragraph of
Article Three of the Amended Articles of Incorporation be
amended to read as follows:

The aggregate number of shares which the Corporation shall
be authorized to issue shall be Six Million (6,000,000)
shares of common stock of par value of one cent ($.01) per
share, and there shall be no preemptive rights for any
shareholder arising therefrom and no preferences or
qualifications or limitations or restrictions or special
rights of an character whatsoever in respect to said shares.

Purpose and Effect of a Reduction in Par Value of the Common
Stock

The Board of Directors of the Corporation believes that it
is advisable and in the best interests of the Corporation to
reduce the par value of the Common Stock to provide the
Corporation with greater flexibility in managing its
corporate funds.  Under current Missouri corporate law, par
value is an artificial figure as it relates to common stock.
 In the past, par value served as the price at which common
stock was offered to shareholders and provided shareholders
with assurance that others who purchased stock in a
corporation would pay at least as much as the original
shareholders.  Since par value also represented the price
actually paid for shares of stock, it was also a measure of
the capital necessary to start or expand a business, and
creditors used this figure in deciding whether to lend money
to a corporation.  Although par value does not generally
serve the purpose for which it was originally intended, it
still remains a factor under Missouri law in determining the
amount of funds available for use by a corporation.

Missouri law provides that a corporation may not issue
shares of stock with par value for consideration less than
that par value, and that a corporation must maintain a
stated capital account equal to the aggregate par value of
such shares.  Recent trading of the Common Stock at less
than the current par value of fifty cents ($0.50) per share
has, in the opinion of the Board of Directors, made the
reduction in par value necessary in order for the
Corporation to raise additional capital through the issuance
of Common Stock at prices that may be less than the current
par value if such pricing is necessitated by market
conditions.  The reduction in par value of the Common Stock
will have no effect on the aggregate value of the
outstanding Common Stock.

If the proposed amendment is approved by the Shareholders,
the Corporations capital accounts must be adjusted to
reflect the reduction in par value of the Common Stock on
the Corporations balance sheet.  Under Stockholders Deficit,
the line item Common Stock, $0.50 Par Value will be changed
to Common Stock, $0.01 Par Value.  The value of the Common
Stock, $0.01 Par Value will be reduced to an amount equal to
the aggregate par value (as so reduced) of the outstanding
Common Stock.  At the same time, a corresponding increase
will be made in the line item Capital in Excess of Par Value
under Stockholders Deficit, thus leaving the total deficit
unchanged on the balance sheet.  As of October 27, 1999, the
dollar amount of Common Stock, $0.50 Par Value was
$1,441,397.50 and the dollar amount of Capital in Excess of
Par Value was $8,672,671.49.  If this amendment had been
effective on October 27, 1999, the balance of these accounts
would have been $28,827.95 and $10,085,241.04, respectively.
 It is intended that the balance sheet adjustments that
would occur if this amendment is approved will be effective
no later than January 31, 2000.

Vote Required

The approval of the proposal to amend Article Three of the
Corporations Articles of Incorporation to reduce the par
value of the Common Stock from fifty cents per share to one
cent per share, and to thereby reduce the stated capital of
the Corporation requires an affirmative vote of two-thirds
(2/3) of the outstanding shares of Common Stock entitled to
be voted.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
IN FAVOR OF THE REDUCTION IN PAR VALUE OF THE COMMON STOCK
FROM FIFTY CENTS PER SHARE TO ONE CENT PER SHARE.


              EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

     The following table sets forth the compensation of the
named executive officers for each of the Corporations last
three completed fiscal years.

                             

Name and
Principal                          Options    All other
Position      Year  Salary  Bonus  Awarded  Compensation

Dale H.       1999  $ 0      $ 0     $ 0       $ 1,500
 Sizemore     1998  $ 0      $ 0     $ 0       $10,200
 Jr. (a)      1997  $ 0      $ 0     $ 0       $10,200
President
And Chief
Executive
Officer





Christian T.  1999  $125,000 $ 0     $ 0       $ 0
 Hughes (b)   1998  $124,216 $ 0     $ 0       $   700
President     1997  $126,676 $36,000 $37,500   $ 8,200
And Chief
Operating
Officer

Peter B.      1999  $0       $ 0     $ 0       $ 0
Caloyeras (c)
Chief
Executive
Officer



(a)  Dale H. Sizemore, Jr. became Chief Executive Officer
effective August 4, 1996, and President effective April 20,
1999.

(b)  Christian T. Hughes became President and Chief
Operating Officer effective September 16, 1996.  Mr. Hughes
was terminated effective April 20, 1999.

(c)  Peter B. Caloyeras served as Chief Executive Officer
from February 8, 1999 until March 15, 1999, at which time
the contemplated merger with Mr. Caloyeras company,
Electronika, Inc., was terminated.

Option Grants

There were no grants of stock options made to any executive
officers during the Corporations last completed fiscal year.

Aggregate Option Exercises and Fiscal Year-End Option Value

There were no stock option exercises made during the last
completed fiscal year and the executive officers identified
above did not have any unexercised stock options as of April
30, 1999.


          BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires executive
officers and directors of the Corporation, and persons who
beneficially own more than ten percent (10%) of the
Corporations Common Stock (collectively referred to herein
as Reporting Persons), to file initial reports of ownership
and reports of changes in ownership with the Securities and
Exchange Commission (the Commission).  Reporting Persons are
required by Commission regulations to furnish the
Corporation with copies of all Section 16(a) forms they
file.  Based solely upon a review of copies of Forms 3,  4
and 5 and amendments thereto furnished to the Corporation
during its most recent fiscal year, the Corporation believes
that all of these forms required to be filed by Reporting
Persons were timely filed pursuant to Section 16(a) of the
Exchange Act.







       CERTAIN RELATIONSHIPS AND LEGAL PROCEEDINGS

Indebtedness to Former Officer

The Corporation has a $429,000 promissory note with Alfred
F. Marsh, former President of Torotel, Inc., dated July 10,
1996.  The amount of this note consists of the principal sum
of $250,000 from a note executed in April 1986, plus
$179,000 of accrued unpaid interest.  For the year ended
April 30, 1999, the Corporation incurred $41,000 in interest
on the note.  The outstanding balance of this unsecured note
bears interest at a fixed rate of 10% per annum.  The note
requires monthly principal and interest payments of $10,881,
and matures on July 1, 2000.  Under the terms of the note,
no payments will be made to Mr. Marsh as long as any default
condition exists under the terms of the loan with
Phillipsburg National Bank & Trust Corporation, unless the
bank has waived the default condition prior to any payment.
 As of April 30, 1999, the aggregate amount due under the
note was $479,000, which consists of the outstanding
principal balance of $384,000 plus accrued interest of
$95,000.  The Corporation has suspended all payments under
the note due to the reasons discussed in the section below
entitled Legal Proceedings.

On April 19, 1999, the Corporation sold substantially all of
the assets of its wholly owned subsidiary OPT Industries,
Inc. to SIGMA Associates, LLC (SIGMA), an investor group led
by Peter B. Caloyeras, for approximately $2.7 million.  The
assets sold included the land, buildings, equipment,
inventories, order backlog and intellectual property, such
as company name, patents, and product designs.  The
Caloyeras investor group presently controls and operates
other companies in the magnetic component and power
conversion industry. Mr. Caloyeras is the beneficial owner,
as defined in Rule 13d-3(a) under the Securities Exchange
Act of 1934, of 198,900 shares of Torotel Common Stock.  Mr.
Caloyeras also served as Torotels Chief Executive Officer
for a short time in February and March, 1999, until such
time as the contemplated merger with Electronika, Inc. was
terminated.

Legal Proceedings

On May 6, 1997, Torotel Products, Inc., the Corporations
operating subsidiary, was accepted into the Voluntary
Disclosure Program by the Inspector General of the United
States Department of Defense, resulting from its failure to
perform some required testing as frequently as required, and
inaccurately certifying that all required testing had been
performed.  As a result of the Corporations investigation
into the testing deficiencies, the Corporation recorded an
estimated charge of $486,000 against earnings.  The
Corporations investigation included a review of historical
sales and pricing data, labor bid sheets, and interviews
with past and present employees, to arrive at a best
estimate of the cost impact to the government.  The
aggregate amount of the estimated penalty is still subject
to fluctuation until the government completes its
investigation, and a definitive amount is determined.  The
Corporation believes the methodology it used to determine
the amount of the estimate is reasonable.  As a result, the
amount of any additional charges (or the possible range of
any fluctuation in the estimated penalty) cannot be
estimated at this time.  The Corporation believes that
certain of its former officers may have been responsible for
the misconduct related to the test failures, and will
evaluate ways of recovering the damages once the government
completes its investigation.  In the meantime, the
Corporation has suspended all payments under a note payable
to a former officer.


                   OTHER MATTERS

Other Business

The Board of Directors knows of no other business to be
transacted at the Meeting.  If any other business is
properly brought before the Meeting, the persons named in
the enclosed Proxy or their substitutes will vote in
accordance with their best judgment on such matters.

Availability of Accountants

Representatives of Grant Thornton LLP, the principal
accountants for the Corporation, are expected to be present
at the Meeting.  An opportunity will be provided for the
representatives to make a statement, if they desire to do
so, and to respond to appropriate shareholder questions.

Deadline for Receipt of Shareholders Proposals

Proposals of shareholders of the Corporation which are
intended to be presented by the Corporation at the
Corporations 2000 annual meeting of shareholders must be
received by the Corporation no later than May 15, 2000, so
that they may be included in the Proxy Statement relating to
that meeting.

General

In order that your shares may be represented if you do not
plan to attend the Meeting, and in order to assure the
required quorum and voting, please sign, date and return the
enclosed Proxy promptly.

                       BY ORDER OF THE BOARD OF DIRECTORS




                       H. James Serrone
                       Secretary of the Corporation