<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark one)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

     For the quarterly period ended March 31, 1999

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT


                             Commission file number
                                     0-24886

                          ACRODYNE COMMUNICATIONS, INC.
        (Exact name of small business issuer as specified in its charter)

   Delaware                                               11-3067564
   --------                                               ----------
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)

   516 Township Line Road

   Blue Bell, Pennsylvania                                19422
   -----------------------                                -----
   (Address of principal executive offices)               (Zip Code)

   Issuer's telephone number: 215-542-7000

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X  No
                                                                      ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date 6,769,523 shares of common stock and
6,500 shares of Preferred Stock of Acrodyne Communications, Inc. were
outstanding on May 7, 1999.


<PAGE>


                          ACRODYNE COMMUNICATIONS, INC.

                                      INDEX

                                                                            Page
                                                                             No.
                                                                             ---

PART I.  FINANCIAL INFORMATION:

      Consolidated Balance Sheet at March 31, 1999 (unaudited) and
             December 31, 1998.................................................2

      Consolidated Statement of Operations for the Three Months Ended
            March 31, 1999 and 1998 (unaudited)................................3

      Consolidated Statement of Cash Flows for the Three Months Ended
            March 31, 1999 and 1998 (unaudited)................................4

      Notes to Consolidated Financial Statements (unaudited)...................5

      Management's Discussion and Analysis of Financial Condition and Results
            of Operations......................................................6

PART II.  OTHER INFORMATION, AS APPLICABLE....................................15

SIGNATURES....................................................................16


<PAGE>

Acrodyne Communications, Inc.
Consolidated Balance Sheet
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 March 31,       December 31
                                                                                   1999             1998
                                                                                   ----             ----
<S>                                                                             <C>             <C>
                                     Assets

Current assets:
  Cash and cash equivalents                                                     $  1,587,727    $    963,695
   Accounts receivable, net of allowance for doubtful accounts                     2,300,868       1,497,197
   Inventories                                                                     4,747,867       4,325,445
   Prepaid expenses and deposits                                                     115,576         170,958
                                                                                ------------    ------------
          Total current assets                                                     8,752,038       6,977,295

Property, plant and equipment, net                                                   487,258         504,469
Non-compete agreement, net                                                           417,072         435,822
Goodwill, net                                                                      4,016,583       4,055,707
                                                                                ------------    ------------
         Total assets                                                           $ 13,672,951    $ 11,973,293
                                                                                ------------    ------------

                      Liabilities and Shareholders' Equity

Current liabilities:
   Current portion of long-term debt                                            $     75,630    $     75,630
   Borrowings under Line of Credit                                                 1,000,000       1,275,000
   Accounts payable                                                                1,177,789       2,119,604
   Accrued expenses                                                                  524,558         386,363
   Customer advances                                                                 165,391         161,418
                                                                                ------------    ------------
           Total current liabilities                                               2,943,368       4,018,015

Long-term debt                                                                        53,164          69,824
Non-compete liability                                                                709,412         712,168
                                                                                ------------    ------------
           Total liabilities                                                       3,705,944       4,800,007
                                                                                ------------    ------------
Shareholders' equity:
Preferred Stock Series "A" par value $ 1.00                                              -0-         326,530
   8% Redeemable Convertible Preferred Stock
Preferred stock, par value $1.00; 1,000,000 shares authorized,
   8% Convertible Redeemable Preferred Stock                                           6,500           6,500
Common stock, par value $.01; 35,000,000 shares
   authorized, 5,331,670 shares issued and outstanding                                67,695          53,317
   on December 31, 1998, and 6,769,523 on March 31,1999
   Additional paid-in capital                                                     20,807,822      17,720,449
Accumulated deficit                                                              (10,915,010)    (10,933,510)
                                                                                ------------    ------------
           Total liabilities and shareholders' equity                           $ 13,672,951    $ 11,973,293
                                                                                ============    ============
</TABLE>

                 See notes to consolidated financial statements


<PAGE>


Acrodyne Communications, Inc.
Consolidated Statement of Operations
(Unaudited)
--------------------------------------------------------------------------------

                                               Three Months Ended March 31,
                                                   1999          1998
                                                   ----          ----

Net Sales                                        $3.023.092      $3,163,975
Cost of Sales                                     1,931,349       2,133,438
                                                 ----------      ----------
           Gross Profit                           1,091,743       1,030,537
                                                 ----------      ----------


Operating Expenses:

           Engineering, R & D                       224,479         219,437
           Selling                                  351,192         337,836
           Administration                           428,112         385,434
           Amortization of intangibles               57,874          57,874
                                                 ----------      ----------
             Total operating expenses             1,061,657       1,000,581
                                                 ----------      ----------

Operating Profit                                    $30,086         $29,956

Other income (expense)
           Interest expense, net                     11,919           5,674
           Other income, net                           (332)          - 0
Net income                                           18,499          35,630

Dividend on 8% Convertible Redeemable               (14,028)        (14,028)
           Preferred Stock
Net income applicable to common shares              $ 4,471         $21,602
                                                 ==========      ==========

Net income per common share basic                   $0.0006          $0.004
                                                 ==========      ==========

Weighted average shares outstanding basic         6,769,523       5,314,270
                                                 ==========      ==========

Net income per common share diluted                 $0.0006          $0.004
                                                 ==========      ==========

Weighted average shares outstanding diluted       6,320,572       5,528,805
                                                 ==========      ==========

                 See notes to consolidated financial statements

<PAGE>


Acrodyne Communications, Inc.
(Consolidated Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                Three Months Ended March 31,
                                                                                    1999            1998
                                                                                    ----            ----
<S>                                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                       $ 18,499         $35,630
   Adjustments to reconcile net income to net cash used
      in operating activities:,
        Depreciation and amortization                                                110,610         110,015
Changes in assets and liabilities:
           Accounts receivable                                                      (803,671)       (232,662)
           Note Receivable                                                                 0          (1,504)
           Inventories                                                              (422,422)        (76,468)
Prepaids and deposits                                                                 55,382         (91,164)
           Accounts payable                                                         (941,815)       (128,608)
           Accrued expenses                                                          138,195         (68,448)
           Customer advances                                                           3,973         (28,590)
                                                                                  ----------      ----------
             Net cash used in operating activities                                (1,841,249)       (481,799)
                                                                                  ----------      ----------


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment                                            (30,922)              0
                                                                                  ----------
             Net cash used in investing activities                                   (30,922)              0
                                                                                  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of Common Stock, net                                            3,835,426               0
   Redemption of preferred stock, series A                                        (1,030,780)              0
   Proceeds from line of credit borrowings                                          (275,000)              0
   Dividends on convertible preferred stock, net                                     (14,028)        (14,028)
   Payments on promissory notes                                                            0         (67,500)
   Capital leases repayments                                                         (16,659)        (26,829)
   Repayments on other borrowings and non-compete liability                           (2,756)         (2,577)
                                                                                  ----------      ----------
             Net cash provided by financing activities                             2,496,203        (110,934)
                                                                                  ----------      ----------

Net  increase (decrease) in cash and cash equivalents                                624,032        (592,733)
Cash and cash equivalents at beginning of period                                     963,695       3,011,294
                                                                                  ----------      ----------
Cash and cash equivalents at end of period                                        $1,587,727      $2,418,561
                                                                                  ==========      ==========

Supplemental cash flow information:
   Cash paid for interest                                                         $   26,734          29,482

</TABLE>

                 See notes to consolidated financial statements

<PAGE>

Acrodyne Communications, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
--------------------------------------------------------------------------------

1.   Unaudited Consolidated Financial Statements

The accompanying consolidated balance sheet of Acrodyne Communications, Inc.
(the "Company") and its subsidiaries (collectively "Acrodyne") at March 31, 1999
and the related consolidated statements of operations and of cash flows for the
three months ended March 31, 1999 and 1998 have been prepared by management. In
the opinion of management, all adjustments (consisting of normal recurring
adjustments only) necessary to present fairly the financial position at March
31, 1999, and the results of operations and cash flows for the three months
ended March 31, 1999 and 1998 have been made.

These consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1998 filed with the Securities
and Exchange Commission. The results of operations for interim periods are not
necessarily indicative of the results to be obtained for the entire year.

2.   Inventories

     Inventories comprise:

                                           March 31,         December 31,
                                             1999               1998
                                             ----               ----

     Raw materials                        $2,872,237         $2,779,646
     Work in process                       1,580,350            576,973
     Finished goods                          295,280          1,324,826
                                          $4,747,867         $4,325,445
                                          ==========         ==========

3.   Earnings Per Share

Basic earnings per share is computed by dividing net income available to common
shareholders by the weighted average number of shares outstanding. Diluted
earnings per share is computed using the weighted average number of shares
determined for the basic computations plus the number of shares of common stock
that would be issued assuming all contingently issuable shares having a dilutive
effect on earnings per share were outstanding.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OVERVIEW
--------

THE COMPANY. The business of Acrodyne Communications, Inc. (formerly Acrodyne
Holdings, Inc.), a Delaware corporation (the "Company"), is conducted through
its sole operating subsidiary Acrodyne Industries, Inc. ("Acrodyne"). Acrodyne
was acquired by the Company on October 24. Prior thereto, the Company had no
operations. The Company changed its name to Acrodyne Communications, Inc. on
June 9, 1995.

BUSINESS OF ACRODYNE. Acrodyne (together with its predecessor) has designed,
manufactured and marketed television transmitters and translators which have
been sold in the United States and internationally since 1971. The function of a
television transmitter is to broadcast on the air television signals to a
specific audience receiving such signals by regular antenna or by a local cable
company which then feeds the signal to their subscribers. Television
translators, which operate unattended, retransmit incoming signals from primary
stations on different channels within areas where direct reception of the
original signal may be limited by mountains or other geographic impediments.

ACRODYNE PRODUCTS AND SERVICES. Acrodyne designs, manufactures and markets
digital and analog television broadcast transmitters and translators for
domestic and international television stations, broadcasters, government
agencies, not-for-profit organizations and educational institutions. The useful
life of a television transmitter or translator is approximately 20 years.
Acrodyne's television transmitters, which range in transmission power levels
from one watt for localized applications to tens of thousands of watts for large
television broadcasters, have a modularized design which permits Acrodyne to
respond to specific customer requests. Acrodyne classifies its transmitters into
two categories based upon their power output. Lower power transmitters and
higher power transmitters each transmit signals in both UHF and VHF frequency
bands. The VHF band covers channels two through thirteen and the UHF band covers
channels above thirteen. Each transmitter permits the sender to broadcast over
one channel, except in the case of adjacent channel assignments, for which the
broadcaster transmits two television signals on adjacent channels, one analog
and one digital.

All of Acrodyne's television transmitters feature enhanced linear amplifiers.
Such units feature easy to read diagnostic displays and meters which clearly
indicate a unit's operating condition. Units automatically shut down for
self-protection if out-of-tolerance conditions are encountered. The Company
believes that Acrodyne's television transmitters are relatively easy to maintain
since they utilize common modules and parts. Other operating features include
full remote control telemetry and status functions, and a modular design which
allows for cost-effective expansion to higher output power levels.


<PAGE>

NEW PRODUCTS

Adjacent Channel Technology (ACT(TM))

The FCC's assignment for a broadcaster to transmit DTV in a channel adjacent to
its existing NTSC channel appeared to initially cause apprehension among
broadcasters allotted such assignments. These broadcasters believed that in the
case, at least, of DTV assignments above an NTSC channel (such assignments, the
"N + 1 Case"), there existed no practical, co-located solution for sharing a
single transmission line to a common antenna.

As a solution to the problems associated with the FCC's adjacent assignments,
Acrodyne's Engineering Department theorized and then confirmed that it is
possible to amplify both the NTSC and DTV signals through a single advanced
tetrode or diacrode high power amplifier since the cavity tuning of such
amplifiers could readily be made wide enough to carry both channels. It has been
shown by competing companies that this is not possible with any other vacuum
amplifying device such as the klystron, klystrode or IOT. It has been shown that
this technology works equally well for the N+1 case and the N-1 case having
delivered a transmitter of the N+1 case to KBLR in Las Vegas and one of the N-1
case to KCPT in Kansas City, MO. The ACT(TM) trademark has been obtained and
Acrodyne has applied for six U.S., six Mexican and six Canadian patents
pertaining to this new technology.

Because the market is so large (nearly 400 adjacent channel assignments) for
which the Company believes that Acrodyne alone has a technical solution,
management has refocused the majority of the Engineering Department's efforts
toward bringing ACT(TM) to fruition in 1998. This has been accomplished and the
product line is available.

The Acrodyne Renaissance Series (ARS) of transmitters

Affordability and Scalability
-----------------------------
The FCC allows every DTV transmitter turned on for broadcasting today the option
to transmit an effective radiated power as high as 50 kW. This translates to a
transmitter power of about 2.5 kW. At some future date, most DTV broadcasters
will be allowed to upgrade to 1MW, which will allow for a 20 times increase in
effective radiated power and transmitter power. The approach taken by Acrodyne
in the make-up of its line of high power DTV transmitters conforms to the
minimum power option now and the escalated power in the future. The present
power requirement is met by the purchase and installation of the driver section
of a high power transmitter. The driver, permanently installed with no
obsolescence is complemented by the purchase and installation of the high power
amplifier in the future when higher power becomes authorized. This scalability
option saves the broadcaster from investing in the complete high power
transmitter at the beginning of his DTV experience. Money saved by not spending
now may provide for earning a significant amount toward the purchase of the high
power amplifier at the future full-power date. The affordability offered by this
plan is meant to help broadcasters get started.

<PAGE>


Reliability
-----------

Reliability is enhanced by the recent introduction of built-in microprocessor
monitoring of all essential transmitter and antenna transmission line subsystem
performance. (The first delivered microprocessor monitored transmitter is the
ACT transmitter at KCPT). Common modem interfacing through a telephone line
allows Acrodyne and station personnel to monitor the transmitter and antenna
performance on a remote personal computer with software provided by Acrodyne.
Built-in diagnostics provide for remote delayed troubleshooting by analyzing
data captured at the moment of a failure. It also allows for constant remote
monitoring of normal performance. The purpose of the microprocessor is
restricted to provide meaningful monitoring of transmitter and antenna behavior.
It is specifically not used as a Control mechanism.

The notions of affordability, reliability and scalability translate to the
Acrodyne Renaissance Series (ARS). This line has been totally restyled using the
most modern cabinetry available. The built-in computer based touch-screen and
modem provide for complete local and remote, but friendly access to monitored
data. This project has been completed and the product line is available.


<PAGE>


RESULTS OF OPERATIONS
---------------------

The following compares the Company's summary results of operations for the three
months ended March 31, 1999 and 1998.

                                      Three Months Ended
                                           March 31,
                                          (Unaudited)
                                  1999                       1998
                                  ----                       ----

Net Sales                    $3,023,092                 $3,163,975
Cost of Sales                 1,931,349                  2,133,438
                              ---------                  ---------
         Gross Profit         1,091,743                  1,030,537
Operating Expenses            1,061,657                  1,000,581
                              ---------                  ---------
Operating profit                 30,086                     29,956
                                 ======                     ======


Net sales for the three months ended March 31, 1999 showed a decrease of,
approximately 4.5% over net sales for the three months ended March 31, 1998.
Management believes that the issuance of final channel allocations relative to
Digital Television by the Federal Communications Commission was a significant
factor in the stability of sales volume from year to year, although actual
volume is still less than the Company's forecasted volume. The Company's margin
on sales increased to 36.11% in the three months ended March 31, 1999, from
32.57% for the three months ended March 31, 1998. This increase is directly
attributable to the sale of two High Power transmitters, an Acrodyne model
number AU120D ,120kW UHF TV Transmitter and an Acrodyne model number AU60D, 60kW
UHF TV Transmitter, shipped in the first quarter, which were less labor
intensive and thus produced higher margins.

Operating expenses for the three months ended March 31, 1999 increased 6.1% to
$1,061,657 from $1,000,581 for the three months ended March 31, 1998. The
increase relates to administrative expense associated with additions in key
personnel. Interest expense decreased from $33,702 at March 31, 1998 to $26,734
at March 31, 199 mainly due to the interest associated with the payment of the
Senior Subordinated Note.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Historically, Acrodyne has financed its activities primarily from operations,
borrowings and equity transactions and more recently through investment
transactions such as the Sinclair Investment. At March 31, 1999 the Company's
working capital increased by $2,849,390 to $5,808,670 as compared to $2,959,280
at December 31, 1998, mainly from the increase in Accounts Receivable and
Inventories and a decrease in Accounts Payable.

Accounts receivable at March 31, 1999 were $2,300,868 and reflected a $803,671
increase from December 31, 1998. This increase is due to the favorable credit
terms associated with the sale of the High Power transmitters sold in the first
quarter. The Company deviated from its standard credit terms as an inducement to
its customers. This practice, along with open account terms for government
contracts, the acceptance of letters of credit from customers and transactions
with leasing companies put a further strain on the Company's cash reserves. The
majority of the Company's sales of domestic transmitters require payment of a
non-refundable 30% deposit at the time of placing the order, 40% to 60% prior to
shipment and 10% to 30% net thirty days after shipment. The Company continues to
require an irrevocable letter of credit on international orders.

Inventories, net of reserves, in the amount of $360,000 increased to $4,747,867
at March 31, 1999 from $4,325,445 at December 31, 1998 due to slower than
anticipated shipments in the first quarter, principally relating to delay in
purchasing of Digital transmission equipment by broadcasters. The Company's
strategy has been to build up its inventories in an attempt to provide quick
turnaround to strengthen its market position and to acquire higher volume in
purchasing to take advantage of discount opportunities. The monetary exchange
issues and the unsettled economic environment, internationally, may have an
impact on bookings and sales for the balance of 1999.

In the third quarter of 1998 the Company and Acrodyne, as co-borrowers,
established a new $2,000,000 credit facility arrangement with a bank for working
capital purposes to replace its then existing bank credit facilities. The new
facility is now available on a standard formula basis involving qualified
Accounts Receivable and Inventory and contain certain covenants having to do
with financial ratios such as working capital and their debt to equity ratio. As
of December 31, 1998 the Company was not in compliance with the terms of the
line of credit with respect to their working capital ratio. The Company has
obtained a waiver for the 1998 event of default and has restructured its loan
agreement for 1999. The new credit facility is collateralized by the assignment
of a certificate of deposit in the amount of $750,000, maintained at the bank.
The interest rate of this facility is the bank's prime rate plus 1.5% on
borrowings up to $750,000 and at the bank's prime rate in excess of $750,000.
Borrowings under the line of credit totaled $1,275,000 and $1,000,000 at
December 31, 1998 and March 31, 1999, respectively. As of May 7, 1999 the
borrowings totaled $1,500,000.


<PAGE>


The Company was obligated to pay the former majority shareholder of Acrodyne
quarterly installments of principal and interest over a five-year period under
the terms of a Senior Subordinated Note bearing interest at the rate of 9% per
annum. The first fifteen (15) quarterly payments totaling $1,415,183 (including
interest) under such note were made through July 23, 1998 pursuant to the
agreement. On October 23, 1998, the Company paid all remaining installments.

The Company will need no provision for federal income tax, in that the tax loss
carryforwards, which begin to expire in 2011, totaled approximately $8,600,000
and $3,300,000 at December 31, 1998 and 1997, respectively.



Significant Events

Sinclair Investment.
--------------------

On January 27, 1999 Sinclair Broadcast Group ("Sinclair") acquired a significant
equity interest in Acrodyne. Pursuant to the subscription agreement, Sinclair
has made a cash infusion of $4.3 million in Acrodyne in receipt of 1,431,333
shares of Acrodyne's common stock and warrants to purchase up to an aggregate of
8,719,225 shares over a term of seven years at prices ranging from $3.00 to
$6.00 per share. Of such warrants, 6,000,000 are exercisable only upon
Acrodyne's achievement of increased product sales or sales of products with new
technology. Sinclair has also acquired an additional 800,000 shares of common
stock previously held by the Scorpion/New Light investment group. Sinclair now
holds an aggregate of 2,231,333 shares of Acrodyne, representing approximately
32.1% of issued common stock, assuming no warrants are exercised. If Sinclair
were to exercise all warrants received pursuant to the Subscription Agreement,
Sinclair would own 10,950,558 shares of Common Stock, representing 59.06% of all
outstanding voting stock on a fully diluted basis.

From the net proceeds of the transaction, $1,031,780 was used to retire all
Series A 8% Redeemable Convertible Preferred Stock issued in September 1998 to
the Scorpion/New Light investment group; $1,000,000 has been set aside to fund a
new research and development program; and the balance has been used to fund
working capital needs and general corporate purposes.

This transaction also included an investment agreement, dated as of January 27,
1999 among Sinclair, Acrodyne and Mr. Mancuso (the "Investment Agreement"), with
respect to Acrodyne's governance and providing for, among other things, the
composition of the board of directors, restrictions on certain corporate,
securities and affiliated party transactions, a standstill agreement by Sinclair
and an enhanced role for Acrodyne's independent directors.

As a condition to the Investment Agreement, Acrodyne's shareholders approved the
reconstitution of Acrodyne's board of directors to comprise 3 directors
nominated by Sinclair, including Nathaniel Ostroff as Chairman, 2 directors
nominated by


<PAGE>

Acrodyne's president and CEO, Robert Mancuso, and 2 independent directors not
affiliated with Sinclair or the Company. Mr. Ostroff will also chair Acrodyne's
management committee, which will include Mr. Mancuso and an operating officer to
be appointed.

As an additional condition to the Investment Agreement, on January 27, 1999,
Acrodyne and Mr. Mancuso entered into an employment agreement to retain the
services of Mr. Mancuso as President and Chief Executive Officer of Acrodyne.


<PAGE>


Amendments to the Stock Options
-------------------------------

In 1997, the Board of Directors approved the Company's 1997 stock option plan
with authorization to grant options with respect to an aggregate of up to
450,000 shares of the Company's common stock. On January 20, 1998 the stock
option plan was amended to add another 200,000 shares of the Company's common
stock. On June 8, 1998, the Board of Directors approved the granting of options
for 450,000 shares at an option price of $4.50 per share. On June 16, 1998, in a
response to the decline in public market price of Acrodyne's securities and the
public stock markets generally, the Board resolved to reprice such options to
$3.00 per share. The plan was further amended on November 19, 1998 to make
options exercisable for 10 years from the date of grant. The total grants from
the 1997 Stock Option Plan in 1998 were 475,000. In January 1999, Mr. Mancuso
received 175,000 stock options from the 1997 Stock Option Plan, at an exercise
price of $3.88 for his 1999 Employment Agreement.

In consideration for advisory services related to the Acrodyne acquisition, the
Company sold warrants to Alchemy Capital to purchase 170,000 shares of common
stock at an exercise price of $3.00 per share on October 24, 1994. As of
December 31, 1997, 20,000 of these warrants had been exercised, raising net
proceeds of $60,000. As a result of common stock issuances by the Company during
1997, the conversion price for warrants were reduced to $2.73. During 1998
13,000 warrants were exercised at $2.73. A cashless exercise was also executed
which converted 5,600 warrants into 4,400 shares of common stock. In the first
quarter of 1999, 13,480 warrants were converted into 6,520 shares of common
stock. There are 117,920 warrants remaining as of March 31, 1999.

Submission of matters to Vote of Security Holders

At a special meeting, on January 27, 1999, the shareholders of Acrodyne voted in
favor of three proposals. In the first proposal the majority of the shareholders
present at the meeting voted for the investment in Acrodyne by Sinclair. In the
second proposal, the majority of shareholders present at the meeting voted for
an amendment to Acrodyne's Certificate of Incorporation to increase the number
of authorized shares of Common Stock form 10,000,000 to 35,000,000. And in the
third proposal the majority of shareholders present at the meeting voted for the
election of five directors to Acrodyne's Board of Directors, three of which have
been nominated by Sinclair and two of which were nominated by the president of
Acrodyne.

For the first proposal, 3,642,082 votes cast were in favor, 27,797 votes cast
were against and 8,209 abstained. For the second proposal, 5,339,215 votes cast
were in favor 114,537 votes cast were against and 10,029 abstained. For the
third proposal, 5,426,719 votes were in favor, no votes cast were against, and
37,062 abstained for all five nominee.

<PAGE>


Changes in Securities and use of Proceeds

Two forms of 8-K/SB which are attached as exhibits to this quarterly report are
incorporated by reference and provide the necessary information covered under
this item.

Forward Looking Statements

Certain statements contained in this report that do not relate to historical
information are "forward looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and thus are
prospective. Such forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results to differ materially from
future results expressed, projected or implied by such forward-looking
statements. Such factors include, but are not limited to, economic, competitive,
and broadcast industry conditions. These factors are discussed in greater detail
in the Company's filings with the Canadian and United States Securities
regulators. The Company disclaims any responsibility to update any such
forward-looking statements.

Year 2000

During 1998, Management of the Company and their staff completed their
assessment of the various computer software and hardware used in connection with
ongoing operations. This review indicated that significantly all of the computer
programs used by the Company are off the-shelf "packaged" computer programs
which are easily upgraded to be Year 2000 compliant. Management began to upgrade
those systems during the last quarter of 1998 and into the first quarter of
1999, and at present are Year 2000 compliant. To date, Management is not aware
of any external agent that would materially impact the results of operation,
liquidity or capital. However, Management has no means of ensuring that external
agents will be Year 2000 compliant.


<PAGE>


ACRODYNE COMMUNICATIONS, INC.
PART II. OTHER INFORMATION

------------------------------------------------------------------------------

Item 6.  Exhibits and Reports on Form 8-KSB
         ----------------------------------

                  Exhibits
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         (a)      Form 8-KSB was filed on May 5, 1999 and was further amended on
                  Form 8KSB/A on May 13, 1999.
         (b)      Form 8-KSB filed on January 27, 1999.


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                                   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 thereunto duly authorized.

                                            Acrodyne Communications, Inc.
                                            -----------------------------
                                            (Registrant)

Date:  May 17, 1999                         /s/ A. Robert Mancuso
                                            -----------------------------
                                                   A. Robert Mancuso
                                                   President and CEO