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



         Date of Report (Date of earliest event reported): July 19, 2004



                                Technitrol, Inc.
                                ----------------
             (Exact Name of registrant as specified in its charter)



          Pennsylvania                     001-05375                23-1292472
----------------------------------- -------------------------  -----------------
 (State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer
          incorporation)                                     Identification No.)



                1210 Northbrook Dr., Suite 385, Trevose, PA 19053
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (215) 355-2900
                                                           --------------

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







Item 7.  Financial Statements and Exhibits.

    99   Press release, dated July 19, 2004

Item 9.  Information Being Furnished Under Item 12

      In accordance with Securities and Exchange Commission Release No. 33-8216,
the following information, which is intended to be furnished under Item 12,
"Results of Operations and Financial Condition," is instead being furnished
under Item 9, "Regulation FD Disclosure." This information shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

      On July 19, 2004, Technitrol, Inc. issued a press release describing its
results of operations for its second fiscal quarter 2004 ended June 25, 2004. A
copy of the press release is attached as Exhibit 99 to this report.


         Cautionary Note: This message contains "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially. This release should be read in conjunction
with the factors set forth in Technitrol's report on Form 10-Q for the quarter
ended March 26, 2004 in Item 2 under the caption "Factors That May Affect Our
Future Results (Cautionary Statements for Purposes of the `Safe Harbor'
Provisions of the Private Securities Litigation Reform Act of 1995)."

                                       1


                                   SIGNATURE
                                   ---------

                  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.

                                    TECHNITROL, INC.


                                    By:     /s/Drew A. Moyer
                                          --------------------------------------
                                            Drew A Moyer
                                            Corporate Secretary

         Date: July 19, 2004


                                       2




                                  EXHIBIT INDEX


Exhibit           Description
-------           -----------

99                Press release dated July 19, 2004

                                       3